10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934 (the “Act”)

For the fiscal year ended December 31, 2017

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Commission File Number 000-20540

ON ASSIGNMENT, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4023433
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

26745 Malibu Hills Road

Calabasas, California 91301

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (818) 878-7900

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

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 par value	New York Stock Exchange

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

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

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 of the past 90 days.  Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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  x Accelerated filer o Non-accelerated filer o Smaller reporting company  o Emerging growth company  o

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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of June 30, 2017, the aggregate market value of our common stock held by non-affiliates of the registrant was approximately $2,703,775,671.

As of February 23, 2018, the registrant had 52,175,939 outstanding shares of Common Stock, $0.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE

We are incorporating by reference into Part III of this Annual Report on Form 10-K portions of the registrant’s proxy statement for the 2018 Annual Meeting of Stockholders, to be filed within 120 days of the close of the registrant’s fiscal year 2017.

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ON ASSIGNMENT, INC.

ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2017

TABLE OF CONTENTS

PART I
Item 1.	Business	2
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	12
Item 2.	Properties	12
Item 3.	Legal Proceedings	12
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	47
Item 9A.	Controls and Procedures	47
Item 9B.	Other Information	47
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	48
Item 11.	Executive Compensation	48
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	48
Item 13.	Certain Relationships and Related Transactions and Director Independence	48
Item 14.	Principal Accounting Fees and Services	48
PART IV
Item 15.	Exhibits and Financial Statement Schedule	48
SIGNATURES		53

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (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. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Statements that include the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions that convey uncertainty of future events or outcomes are forward-looking statements. Forward-looking statements include statements regarding our anticipated financial and operating performance for future periods. Our actual results could differ materially from those discussed or suggested in the forward-looking statements herein. Factors that could cause or contribute to such differences include, but are not limited to, the following: (1) actual demand for our services; (2) our ability to attract, train and retain qualified staffing consultants; (3) our ability to remain competitive in obtaining and retaining clients; (4) the availability of qualified contract professionals; (5) management of our growth; (6) continued performance and integration of our enterprise-wide information systems; (7) our ability to manage our litigation matters; (8) the successful integration of our acquired subsidiaries; and the factors described in Item 1A of this Annual Report on Form 10-K (“201710-K”) under the section titled “Risk Factors.” Other factors also may contribute to the differences between our forward-looking statements and our actual results. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the date we file this 2017 10-K and we assume no obligation to update any forward-looking statement or the reasons why our actual results may differ.

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PART I

Item 1. Business

Overview and History

On Assignment, Inc. (NYSE: ASGN), is one of the foremost providers of in-demand, highly skilled professionals in the technology, digital, creative, healthcare technology, engineering and life sciences sectors. Through an integrated suite of professional staffing and information technology ("IT") solutions, On Assignment improves productivity and utilization among leading corporate enterprises.

We were incorporated in 1985 and commenced operation of our first contract staffing line of business, which is now our Apex Life Sciences, LLC subsidiary (“Apex Life Sciences”). Expansion into other professional staffing markets has been achieved through acquisitions and internal growth. The following is a summary of acquisitions in the past six years:

• On August 8, 2017, we acquired StratAcuity Staffing Partners, Inc. ("Stratacuity"), a provider of specialized clinical/scientific staffing solutions headquartered in Portsmouth, NH. Stratacuity is a component of Apex Life Sciences and is included in the Apex operating segment.

• On June 5, 2015, we acquired Creative Circle, LLC (“Creative Circle”), one of the largest privately held digital/creative staffing firms in North America that provides digital, marketing, advertising and creative talent to both ad agencies and corporate clients. Creative Circle, which is headquartered in Los Angeles, California, is included in the Apex operating segment.

• On April 14, 2015, we acquired LabResource B.V. (“LabResource”), a provider of specialized clinical/scientific staffing solutions headquartered in Amsterdam, the Netherlands. LabResource is included in the Oxford operating segment.

• On December 5, 2013, we acquired CyberCoders, Inc. (“CyberCoders”), a privately-owned provider of permanent placement services headquartered in Irvine, California. CyberCoders is included in the Oxford operating segment.

• On May 15, 2012, we acquired Apex Systems, LLC (“Apex Systems”), a privately-owned provider of IT staffing and services headquartered in Richmond, Virginia. Apex Systems is included in the Apex operating segment.

Divestitures in the past six years include the sale of Vista Staffing Solutions, Inc. and subsidiaries, which comprised our Physician segment, on February 1, 2015, inclusive of Whitaker Medical, LLC which we had acquired on December 2, 2013, and the sale of our Nurse Travel and Allied Healthcare divisions in 2013. In this 2017 10-K, these businesses are presented as discontinued operations in our consolidated statements of operations and comprehensive income for all periods presented.

Financial information regarding our operating segments and our domestic and international revenues is included under “Financial Statements and Supplementary Data” in Part II, Item 8 of this 2017 10-K. We conduct approximately 95 percent of our business in the United States.

Our principal office is located at 26745 Malibu Hills Road, Calabasas, California 91301, and our telephone number is (818) 878-7900. We have approximately 156 branch offices within the United States and in six foreign countries, as of December 31, 2017.

Industry and Market Dynamics

On Assignment’s professional staffing and services capabilities deliver IT, digital, creative, healthcare technology, engineering and life sciences talent to our clients through our contingent labor and light deliverables-based professional services models with a combined addressable end market of $150 billion ($50 billion in professional staffing and $100 billion in IT services).

The Staffing Industry Analysts (“SIA”) September 2017 Industry Forecast report estimates the U.S. temporary staffing market will grow its revenues three percent a year in 2017 and 2018 to $140.7 billion and $145.1 billion, respectively. The largest industry segment, temporary staffing, is forecast to grow its revenues at an annual rate of three percent in 2018 to $125.6 billion, up from $122.1 billion in 2017. Within the temporary staffing segment, professional staffing is expected to grow its revenues five percent in 2018 to $74.5 billion, up from $71.3 billion in 2017. The temporary staffing industry is historically cyclical and typically has a strong correlation to employment and gross domestic product (“GDP”) growth. Permanent placement services revenues are forecast to grow five percent in 2018 to $19.5 billion, up from $18.6 billion in 2017.

On Assignment operates in the most attractive subsectors of the professional staffing market - IT, digital, creative, engineering and life sciences. SIA projects 2018 professional staffing revenue growth of four percent for IT, seven percent for digital and creative, three percent for engineering/design and four percent for clinical/scientific.

Adjacent to professional staffing is the large and growing IT services market. On Assignment serves this market by leveraging its expertise in contingent labor with a light deliverables-based professional services model whereby we perform certain project oversight functions. Through independent research, we estimate the size of this IT services market to be $100 billion based on the skill sets we provide.

We believe the rate of adoption of our contingent labor and light deliverables-based professional services models will continue to expand, driven by a number of factors including constant technology change and specialization, increase in adoption and use of mobile applications and smartphones, increasing cybersecurity threats, increasing compliance requirements and immigration/H-1B visa reform. We anticipate our clients will increase their use of contract labor to meet the need for increases in their workforce. By using contract labor, these clients will benefit from cost structure advantages, improved flexibility to address fluctuating demand in business, access to greater expertise and protection from the misclassification of contract employees hired as independent contractors.

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When clients use independent contractors, they face the potential risk of worker misclassification and the resulting liability of federal and state taxes, wage and hour, immigration, diversity, employee rights and other laws and regulations. By working with a reputable staffing firm like On Assignment, clients can ensure compliance with federal and state employment laws and avoid employee misclassification and the related lawsuits and financial penalties.

Clients

We serve our clients by effectively understanding their professional staffing and IT services needs and providing them qualified professionals with the unique combination of skills, experience and expertise to meet those needs. We believe effective engagements of contract IT, engineering, digital, creative and scientific professionals require the people involved in making assignments to have significant knowledge of the client’s industry and the ability to assess the specific needs of the client as well as the contract professional’s qualifications. During the year ended December 31, 2017, we provided contract professionals to approximately 14,500 clients. In 2017, no single client represented more than seven percent of our revenues.

Our clients set rigorous requirements for the talent they are seeking and we use our extensive databases and deep relationships with our contract professionals to quickly identify and pre-screen candidates whose qualifications meet those requirements. We are responsible for recruiting, verifying credentials upon request, hiring, administering pay and benefits, compliance and training as applicable. Clients select the candidate and control and direct the work of contract professionals and approve hours worked. Once on their assignment, contract professionals are generally our employees, although clients provide on-the-job supervision of these professionals.

Candidates

We recruit candidates with backgrounds in IT, engineering, digital, creative and life sciences who seek contract work or permanent placement opportunities.

Hourly wage or contract rates for our contract professionals are established based on their specific skills and whether or not the assignment involves travel away from their primary residence. For our contract employees, we pay the related costs of employment including social security taxes, federal and state unemployment taxes, workers’ compensation insurance and other similar costs. After achieving minimum service periods and/or hours worked, our contract employees are offered access to medical and other voluntary benefit programs (e.g., dental, vision, disability) and the right to participate in our 401(k) Retirement Savings Plan. Each contract professional’s employment relationship with us is terminable at will.

Professionals looking for a permanent placement may apply directly for open positions within a company or partner with a staffing agency to ensure they receive the best opportunities available in their industry. Candidates may work with one or more staffing companies during this process and often develop long-term relationships with their recruiter for future career advancement. Once placed in a permanent position, the professional is paid and receives benefits directly through the employer.

Strategy

On Assignment’s strategy is to identify, enter and be a dominant player in the most attractive subsectors of the professional staffing and IT services market through organic and acquisitive growth. We have set a revenue goal of $3.0 billion by 2018 while maintaining attractive gross and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins and earnings per share (“EPS”) growth. To achieve these goals we will continue to specialize in the large and growing technology, engineering, digital, creative and life sciences subsectors of the professional staffing market, reinforce our position as a dominant competitor in each, advance our pursuit of the IT services market with our light deliverables-based professional services model, invest primarily in domestic markets, and pursue further disciplined acquisitions.

Our strategic innovation efforts and technology investments focus on putting the best productivity tools in the hands of our account executives and recruiters which makes it easy for clients and consultants to work with us. We continually respond to emerging trends in digitization and candidate sourcing by using technology to better position our businesses and improve how we serve clients and consultants.

We consolidate our corporate support services (finance, accounting, human resources, legal, marketing and IT) in centralized locations where we can most effectively and efficiently perform these functions, allowing us to leverage our fixed costs and generate higher incremental earnings as our revenues grow. In addition, we invest in leasehold improvements as we expand, relocate and rationalize our branch facilities to increase the productivity of our staffing consultants. In 2017, we continued to focus on increasing market share in each of our businesses, expanded our service offerings and controlled our operating costs.

Competition

We compete with other large publicly-held and privately-owned professional staffing and IT services companies on a local, regional, national and international basis. Each of our businesses has unique competitors, and further details are provided within the Operating Segments section below.

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The principal competitive factors in attracting qualified candidates for temporary employment or permanent placements are contract rates, salaries and benefits; availability and variety of opportunities; quality, duration and location of assignments; and responsiveness to requests for placement. Many people seeking temporary employment or permanent placements through us are also pursuing employment through other means, including other staffing agencies. Therefore, the speed at which we assign prospective professionals and the availability of attractive and appropriate assignments are important factors in our ability to fill open positions. In addition to having high quality candidates to assign in a timely manner, the principal competitive factors in obtaining and retaining clients in the staffing industry are properly assessing the clients’ specific job and project requirements, the appropriateness of the professional assigned to the client, the price of services and monitoring our clients’ satisfaction. Although we believe we compete favorably with respect to these factors, we expect competition to continue to increase.

Trademarks

On Assignment and its subsidiaries maintain registered trademarks and service marks in the United States, as well as abroad, including but not limited to Canada and the European Union. Our registered marks in the United States include the following: On Assignment®, Apex Systems®, Apex Life Sciences®, Creative Circle®, CyberCoders®, Cyrus®, Lab Support®, Oxford Global Resources®, Oxford & Associates®, Oxford International®, Oxford Healthcare IT®, The Right Talent. Right Now.®, In Demand Talent For Today’s On Demand World®, Because People Are The Future Of Technology®, Staffing In Step With The Future®, and Talent For The Digital World®. Marks registered in the European Union include LabResource™, Valesta™, and Lab Support logo™. We believe these marks carry significant value, differentiate our brands in the marketplace, and are important to our business. In addition, we maintain other intangible property rights.

Operating Segments

On Assignment provides services through two operating segments, the Apex Segment and the Oxford Segment, with each addressing different sectors of the professional staffing and IT services market with distinct go-to-market strategies attuned to those sectors. Businesses in the Apex Segment predominately serve markets with a large and local talent pool, and provide a full range of skills through a network of local offices where clients most value quality of talent relationship, speed, reliability and price. Businesses in the Oxford Segment predominately serve markets with higher-end, specialized skills through a combination of national recruiting centers and local offices where clients most value the unique skill of the candidate and speed of response.

Apex Segment

The Apex Segment provides a broad spectrum of technical, digital, creative and scientific professionals for contract, contract-to-hire and permanent placement positions to Fortune 1000 and mid-market clients across the United States and Canada. The businesses in this segment include Apex Systems, Apex Life Sciences and Creative Circle. Apex Segment revenues for 2017 were $2.0 billion and represented 77.6 percent of our total revenues.

Apex Systems

Apex Systems provides IT staffing and 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, 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. Clients primarily include organizations in the following industries: technology, financial services, healthcare, business services, telecommunications, government services and consumer/industrials. Assignments for Apex Systems typically vary from four months to a year.

Corporate support services for Apex Systems and Apex Life Sciences are based in Richmond, Virginia and there are 82 branch offices across the United States and one branch in Canada that support our sales, recruiting and field activities. Competitors include TEKsystems® (Allegis Group, Inc. (“Allegis”)), Randstad Technologies (Randstad Holding NV (“Randstad”)), Insight Global, LLC, Experis™ (ManpowerGroup Inc.) and Kforce, Inc.

Apex Life Sciences

Apex Life Sciences provides scientific, engineering and clinical research staffing and services for clients across the United States and Canada. Stratacuity was acquired in August 2017 and is included in Apex Life Sciences. The sales and recruiting teams match life sciences professionals for temporary and permanent assignments with clients in biotechnology, pharmaceutical, food and beverage, personal care, chemical, medical device, automotive, municipal, education, environmental and clinical research industries. Primary client contacts include a mix of end users and process facilitators. End users consist of lab directors, managers and department heads. Facilitators consist of human resource managers, procurement departments and administrators. Life sciences professionals include chemists, clinical research associates, clinical lab assistants, engineers, biologists, biochemists, microbiologists, molecular biologists, biostatisticians, drug safety specialists, SAS programmers, medical writers, food scientists, regulatory affairs specialists, lab assistants and other skilled professionals. Their experience ranges from technicians with entry-level science, engineering, or clinical research backgrounds and experience to individuals with bachelors, masters and/or doctorate degrees and considerable experience. Assignments for Apex Life Sciences typically vary from one to six months. Main competitors include ManpowerGroup Inc., Kelly Services, Inc., Adecco Group AG (“Adecco”), Yoh Services LLC and Allegis.

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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 our 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 vary from one to seven weeks. Creative Circle’s corporate support activities are based in Los Angeles, California and their field activities are located in 29 branch offices across the United States and one branch in Canada. Main competitors include Aquent LLC, 24 Seven LLC and The Creative Group (Robert Half International Inc. (“Robert Half”)).

Oxford Segment

The Oxford Segment provides specialized staffing and permanent placement services in select skill and geographic markets. The businesses in this segment include Oxford Global Resources, LLC (“Oxford”), CyberCoders and Life Sciences Europe. Segment revenues for 2017 were $588.8 million and represented 22.4 percent of our total revenues.

Oxford Global Resources

Oxford specializes in recruiting and delivering experienced IT, engineering and regulatory and compliance 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. Additionally, the push for adoption of health information technology, compliance with FDA regulations and increasing digitization of business processes is accelerating the demand for services. Services are provided to clients in a wide range of industries from large companies that may, for example, be installing new enterprise-wide computer systems and have a need for a subject matter expert with a specific technical and industry-specific experience, to small and mid-sized companies, such as a medical device manufacturer who needs a specialized hardware engineer. Assignments for Oxford typically vary from two months to a year.

Oxford's sales and recruiting activities are delivered through eight recruiting centers across the United States and two in Europe, along with 17 local offices serving major metropolitan markets in the United States. Corporate support activities for Oxford are based in Beverly, Massachusetts, Calabasas, California and Cork, Ireland. Oxford’s competition varies across their service lines, and includes local, regional and national specialty staffing companies as well as small boutique and large international IT and engineering consulting firms. Oxford’s competitors include Accenture PLC, Cap Gemini S.A., Robert Half Technology (Robert Half), Validant (Kinsale Holdings, Inc.), Nordic Consulting Partners, Inc. and K2 Partnering Solutions, Inc.

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 and their field activities operated from four hub locations across the United States. Other companies that have large permanent placement divisions include Robert Half, Management Recruiters International, Inc., Allegis, Randstad and Adecco.

Life Sciences Europe

Life Sciences Europe includes the brands Lab Support, LabResource and Valesta, which provide locally-based contract and permanent life science professionals to clients with research and development projects in the biotechnology, pharmaceutical, food and beverage, personal care, chemical, medical device, automotive, municipal, education and environmental industries. Assignments for Life Sciences Europe typically vary from five to 18 months, although they can be longer. Life Sciences Europe sales and recruiting services are delivered from six local branch offices in the Netherlands, Belgium and Spain and the corporate services are based in Cork, Ireland. Competitors include Hays Life Sciences (Korn/Ferry International), Randstad Life Sciences (Randstad) and Science Recruitment Group Ltd.

Employees

At December 31, 2017, we employed approximately 3,800 internal employees, including staffing consultants, regional sales directors, account managers, recruiters and corporate office employees. Throughout 2017, we placed approximately 55,400 contract professionals who are our employees on assignments with clients. Those assignments varied in length as described in the Operating Segments discussion above.

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Government Regulation

We take reasonable steps to ensure that our contract professionals possess all current licenses and certifications required for each placement. We provide state-mandated workers’ compensation insurance, unemployment insurance and professional liability insurance for our internal employees and our contract professionals who are our employees. These expenses have a direct effect on our costs of services, margins and likelihood of achieving or maintaining profitability.

For a further discussion of government regulation associated with our business, see “Risk Factors” within Item 1A of Part I of this 2017 10-K.

Available Information and Access to Reports

We electronically file our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements and all amendments to those reports and statements with the Securities and Exchange Commission (“SEC”). You may read and copy any of our reports that are filed with the SEC in the following manner:

• At the SEC’s Public Reference Room at 100 F Street NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at (800) SEC-0330;

• At the SEC’s website, http://www.sec.gov;

• At our website, http://www.onassignment.com; or

• By contacting our Investor Relations Department at (818) 878-7900.

Our reports are available through any of the foregoing means and are available free of charge on our website as soon as practicable after such material is electronically filed with or furnished to the SEC. Also available on our website (http://www.onassignment.com), free of charge, are copies of our Code of Ethics for the Principal Executive Officer and Senior Financial Officers, Code of Business Conduct and Ethics, Corporate Governance Guidelines and the charters for the committees of our Board of Directors. We intend to disclose any amendment to, or waiver from, a provision of our Code of Ethics for Principal Executive Officer and Senior Financial Officers on our website promptly after the amendment or waiver has been granted.

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Item 1A. Risk Factors

Our business is subject to a number of risks including, but not limited to, the following:

U.S. and global market and economic developments could adversely affect our business, financial condition and results of operations.

Demand for the contract staffing services that we provide is significantly affected by global market and economic conditions. As economic activity slows, many clients or potential clients reduce their use of and reliance upon contract professionals. During periods of reduced economic activity, we may also be subject to increased competition for market share and pricing pressure. As a result, a recession or periods of reduced economic activity could harm our business and results of operations.

If we are not able to remain competitive in obtaining and retaining temporary staffing clients, our future growth will suffer. Agreements may be terminated by clients and contract professionals at will and the termination of a significant number of such agreements would adversely affect our revenues and results of operations.

The contract staffing industry is highly competitive and fragmented with limited barriers to entry. We compete in national, regional and local markets with full-service agencies and in regional and local markets with specialized contract staffing agencies. The success of our business depends upon our ability to continually secure new orders from clients and to fill those orders with our contract professionals.

Our agreements with clients do not provide for exclusive use of our services and in some instances we provide services without entering into contracts. As such, clients are free to place orders with our competitors. Each contract professional’s employment with us is terminable at will. If clients terminate a significant number of our staffing agreements or assignments and we are unable to generate new contract staffing orders to replace lost revenues, or a significant number of our contract professionals terminate their employment with us and we are unable to find suitable replacements, the growth of our business could be adversely affected and our revenues and results of operations could be harmed. As a result, it is imperative to our business that we maintain positive relationships with our clients and contract professionals. We are expanding our light deliverables-based professional services model whereby we perform certain project oversight functions. If we are not able to comply with these performance requirements our revenues and our relationships with our clients might be adversely affected.

To the extent that competitors seek to gain or retain market share by reducing prices or increasing marketing expenditures, we could lose revenues and our margins could decline, which could harm our operating results and cause the trading price of our stock to decline. We expect competition for clients to increase in the future and the success and growth of our business depends on our ability to remain competitive. In addition, we participate in a number of third party contracts as a subcontractor and that requires us to participate in vendor management contracts, which may subject us to greater risks or lower margins.

If we are unable to meet our expectations for growth, our forecasted results and stock price are likely to be adversely affected.

Over the past several years, we have experienced revenue and earnings growth. There is no assurance that we will be able to continue this pace of growth in the future or meet our strategic objectives for growth. Our growth could be negatively affected by many factors, including future technology industry conditions, macroeconomic events, competition and labor market trends or regulations. If our growth rate slows, or if it fails to grow at the pace anticipated and we are unable to be successful in our growth initiatives and strategies, our financial results could be less than our expectations or those of investors or analysts and our stock price could be adversely affected.

Our business strategy also includes continuing efforts to integrate and optimize our organization, programs, technology and delivery of services to make us a more agile and effective competitor, to reduce the cost of operating our business and to increase our operating profit and operating profit margin. We may not be successful in our continuing integration and optimization efforts and they may fail to achieve the cost savings we anticipate or limit our ability to scale growth. Further, we may fail to prevent the return of costs eliminated in these efforts. If we are not successful in implementing our integration and optimization efforts, our business, financial condition and results of operations could be materially adversely affected.

If we are unable to attract and retain qualified contract professionals, our business could be negatively affected.

Our business is substantially dependent upon our ability to attract and retain contract professionals who possess the skills, experience and licenses which may be required to meet the specified requirements of our clients. We compete for such contract professionals with other temporary staffing companies and with our clients and potential clients. There can be no assurance that qualified professionals will be available to us in adequate numbers to staff our temporary assignments. Moreover, our contract professionals are often hired to become regular employees of our clients. Attracting and retaining contract professionals depends on several factors, including our ability to provide contract professionals with desirable assignments and competitive wages and benefits. The cost of attracting and retaining contract professionals in the future may be higher than we anticipate if there is an increase in competitive wages and benefits and, as a result, if we are unable to pass these costs on to our clients, our likelihood of achieving or maintaining profitability could decline. In periods of high unemployment, contract professionals frequently opt for full-time employment directly with clients and, due to a large pool of available candidates, clients are able to directly hire and recruit qualified candidates without the involvement of staffing agencies. In periods of low unemployment, there may be a shortage of, and significant competition for, the skilled contract professionals sought by our clients. If we are unable to attract and retain a sufficient number of contract professionals to meet client demand, we may be required to forgo staffing and revenue opportunities, which may hurt the growth of our business.

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Although we directly employ a de minimis number of H-1B contract professionals, we utilize subcontractor firms who employ individuals with this visa classification. The H-1B visa classification is subject to legislative and administrative changes, as well as changes in the application of standards and enforcement. Immigration laws and regulations can be significantly affected by political developments and levels of economic activity. Current and future restrictions on the availability of such visas could limit our subcontractors’ ability to employ and/or retain the skilled professionals we need to meet our clients’ needs, which could have a material adverse impact on our business.

Our results of operations could be negatively affected if we cannot successfully keep pace with technological changes in the development and implementation of our services.

Our success depends on our ability to keep pace with rapid technological changes in the development and implementation of our services. We rely on a variety of technologies to support important functions in our business, including the recruitment, placement and monitoring of our contract professionals; billing; and candidate and client data analytics. If we do not sufficiently invest in new technology and industry developments, such as emerging job and resume posting services, appropriately implement new technologies, or evolve our business at sufficient speed and scale in response to such developments, or if we do not make the right strategic investments to respond to these developments, our services, results of operations and ability to develop and maintain our business could be negatively affected.

Reclassification of our subcontractors by tax or regulatory authorities could materially and adversely affect our business model and could require us to pay significant retroactive wages, taxes and penalties.

We may place individuals who work for their own corporations to provide services in connection with our business as subcontractors rather than employees. As such, we do not withhold or pay income or other employment related taxes, or provide workers’ compensation insurance for them. We believe that our classification of those individuals or their corporations as independent contractors is consistent with applicable guidelines from the U.S. Department of Labor and the Internal Revenue Service, but can nonetheless be challenged by the contractors themselves or by relevant taxing authorities. If federal or state taxing authorities determine that individuals employed by their own corporations engaged as independent contractors are employees, our business model could be adversely affected.

Our business is subject to government regulation, which in the future could restrict the types of employment services we are permitted to offer or result in additional or increased costs that reduce our revenues and earnings.

The temporary staffing services industry is regulated in the United States and other countries in which we operate. We are subject to federal, state and local laws and regulations governing the employer/employee relationship, such as those related to payment of federal, state and local payroll and unemployment taxes for our corporate employees and contractor professional employees, tax withholding, social security or retirement benefits, licensing, wage and hour requirements, paid sick leave, paid family leave and other leaves, employee benefits, pay equity, non-discrimination, sexual harassment, workers’ compensation, and we must further comply with immigration laws and a wide variety of notice and administrative requirements, such as record keeping, written contracts and reporting. We are also subject to U.S. laws and regulations relating to government contracts with federal agencies, as well as the requirements of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”). In other countries, while we may not be considered the legal employers of our temporary personnel, we are still responsible for collecting taxes and social security deductions and transmitting these amounts to the taxing authorities.

In addition, we are subject to data privacy, protection and security laws and regulations, the most significant of which is the European General Data Protection Act (“GDPR”) that governs the personal information of European persons which we may collect, use and retain in the ordinary course of our business. This law will be effective on May 25, 2018, and will impact our U.S. operations as well as our European operations as it applies not only to third-party transactions, but also to transfers of information among the Company and its subsidiaries. The GDPR will impose more stringent operational requirements for entities processing personal information that is potentially confidential and/or personally identifiable and sensitive, such as stronger safeguards for data transfers to countries outside the European Union and stronger enforcement authorities and mechanisms. Complying with the enhanced obligations imposed by the GDPR and other current and future laws and regulations relating to data transfer, residency, privacy and protection may increase the Company’s operating costs and require significant management time and attention, while any failure by us to comply with applicable laws could result in governmental enforcement actions, fines, and other penalties that could potentially have an adverse effect on the Company’s operations and reputation.

Future changes in the laws or governmental regulations affecting our business may result in the prohibition or restriction of certain types of employment services that we are permitted to offer or the imposition of new or additional legal requirements that could increase our costs and reduce our revenues and earnings. Due to the substantial number of state and local jurisdictions in which we operate, there also is a risk that we may be unaware of, or unable to adequately monitor, actual or proposed changes in, or the interpretation of, the laws or governmental regulations of such states and localities. Any delay in our compliance with changes in such laws or governmental regulations could result in potential fines, penalties, or other sanctions for non-compliance. In addition, although we may elect to bill some or all of any additional costs to our customers, there can be no assurances that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to fully cover any increased costs as a result of future changes in laws or government regulations.

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Significant legal actions and claims could subject us to substantial uninsured liabilities, result in damage to our business reputation, result in the discontinuation of our client relationships and adversely affect our recruitment and retention efforts.

We employ people internally and in the workplaces of other businesses. Our ability to control the workplace environment of our clients is limited. Further, many of the individuals that we place with our clients have access to client information systems and confidential information. As the employer of record of our contract professionals, we incur a risk of liability to our contract professionals for various workplace events, including claims of physical injury, discrimination, harassment or failure to protect confidential personal information. Other inherent risks include possible claims of errors and omissions; intentional misconduct; release, misuse or misappropriation of client intellectual property; employment of illegal aliens; criminal activity; torts; or other claims. We also have been subject to legal actions alleging vicarious liability, intentional torts, negligent hiring, discrimination, sexual harassment, retroactive entitlement to employee benefits, violation of wage and hour requirements and related legal theories. These types of actions could involve large claims and significant defense costs. We may be subject to liability in such cases even if the contribution to the alleged injury was minimal. Moreover, in most instances, we are required to indemnify clients against some or all of these risks and we could be required to pay substantial sums to fulfill our indemnification obligations. In addition, certain of our clients currently require, and other clients in the future may require, that we indemnify them against losses in the event that the client is determined to be non-compliant with the ACA.

A failure of any of our employees internally or contract professionals in client's workplaces to observe our policies and guidelines intended to reduce these risks could result in negative publicity, injunctive relief, criminal investigations and/or charges, payment of monetary damages or fines, or other material adverse impacts on our business. Claims raised by clients stemming from the improper actions of our contract professionals, even if without merit, could cause us to incur significant expense associated with the costs or damages related to such claims. Further, such claims by clients could damage our business reputation and result in the discontinuation of client relationships. Any associated negative publicity could adversely affect our ability to attract and retain qualified contract professionals in the future.

To protect ourselves from the costs and damages of significant legal actions and claims, we maintain workers’ compensation, errors and omissions, employment practices and general liability insurance coverage in amounts and with deductibles that we believe are appropriate for our operations. Our coverage includes a retention amount and our insurance coverage may not cover all claims against us or continue to be available to us at a reasonable cost. In addition, we face various employment-related risks not covered by insurance, such as wage and hour laws and employment tax responsibility. If we do not maintain adequate insurance coverage or are made party to significant uninsured claims, we may be exposed to substantial liabilities that could have a material adverse impact on our results of operations and financial condition.

A loss or reduction in revenues from one or more large client accounts could have a material adverse impact on our business.

Our clients range in size from large national or multinational companies to small and mid-market businesses. Our ten largest clients represented approximately 21 percent of our revenues and no single client accounted for more than seven percent of our total revenues in 2017. Our large clients may enter into non-exclusive arrangements with several staffing firms and the client is generally able to terminate our contracts on short notice without penalty. The deterioration of the financial condition or business prospects of these large clients, or a change in their strategy around the use of our services, could reduce their need for our services and result in a significant decrease in the revenues and earnings we derive from them. The loss of one or more of our large national or multinational clients or a significant decrease in their demand for our services could have a material adverse impact on our results of operations.

We may not successfully make or integrate acquisitions, which could harm our business and growth.

As part of our growth strategy, we intend to opportunistically pursue selected acquisitions and we have entered into a purchase agreement with the owners of ECS Federal, LLC ("ECS"), which is expected to close at the beginning of April 2018. We compete with other companies in the professional staffing and consulting industries for acquisition opportunities and there can be no assurance that we will be able to successfully identify suitable acquisition candidates or be able to complete future acquisitions on favorable terms, if at all. There also can be no assurance that we will realize the benefits expected from any transaction or receive a favorable return on investment from our acquisitions.

We may pay substantial amounts of cash or incur debt to finance our acquisitions, which could adversely affect our liquidity and capital resources. Specifically, we have announced our intention to amend our existing credit facility to provide for $1.6 billion in financing in conjunction with the acquisition of ECS. The incurrence of indebtedness would also result in increased interest expense and could also include covenants or other restrictions that would impede our ability to manage our operations. We may also issue equity securities to pay for acquisitions, which could result in dilution to our stockholders. In addition, any acquisitions we announce could be viewed negatively by investors, which may adversely affect the price of our common stock.

The integration of an acquisition involves a number of factors that may affect our operations. These factors include diversion of management’s attention from other business concerns, difficulties or delay in the integration of acquired operations, retention of key personnel, entry into unfamiliar markets, significant unanticipated costs or legal liabilities and tax and accounting issues. If we fail to accurately forecast the financial impact of an acquisition transaction, we may incur tax and accounting changes. Furthermore, once we have integrated an acquired business, the business may not achieve anticipated levels of revenue, profitability or productivity, or otherwise perform as expected. Any of these factors may have a material adverse effect on our results of operations and financial condition.

9

The loss of key members of our senior management team could adversely affect the execution of our business strategy and our financial results.

We believe that the successful execution of our business strategy and our ability to build upon our business and acquisitions of new businesses depends on the continued employment of key members of our senior management team. We have provided short-term and long-term incentive compensation to our key management in an effort to retain them. However, if members of our senior management team become unable or unwilling to continue in their present positions, we could incur significant costs and experience business disruption related to time spent on efforts to replace them and our financial results and our business could be materially adversely affected.

Impairment of goodwill or identifiable intangible assets could materially affect future results of operations.

We review goodwill and indefinite-lived identifiable intangible assets (consisting entirely of trademarks) for impairment at least annually and when events or changes in circumstances indicate that the carrying value may not be recoverable. Intangible assets having finite lives are amortized over their useful lives and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Events and changes in circumstances indicating that the carrying value of goodwill and identifiable intangible assets may not be recoverable may include: (i) macroeconomic conditions, such as deterioration in general economic conditions, (ii) industry and market considerations, such as deterioration in the environment in which we operate, (iii) cost factors, such as increases in labor or other costs that have a negative effect on earnings and cash flows, (iv) our financial performance, such as negative or declining cash flows or a decline in actual or projected earnings, (v) sustained decreases in our market capitalization and (vi) other relevant entity-specific events, such as changes in management, key personnel, strategy or customers. We may be required to record a charge in our financial statements during the period in which we determine an impairment has occurred. Although an impairment charge would not affect our cash flow, it would negatively impact our operating results.

We are subject to business risks associated with international operations, which could make our international operations significantly more costly.

Although we have limited experience in marketing, selling and supporting our services outside of the United States, we had international sales in Canada and Europe in 2017, and we are considering expanding our operations into additional foreign countries in 2018. Our international operations comprised approximately five percent of total sales in 2017. We also have offices and employees outside the United States. Our sales and operations outside the United States expose us to currency, operational, regulatory and political risks in the countries in which we operate. For example, our exposure to currency risks results in fluctuations in our results of operations. Our management of international operations also results in increased costs. If we are not able to manage these risks, our business and results of operations would be adversely affected.

An information technology system failure or security breach could materially and adversely affect our business.

Our information technology systems are used in daily business operations to, among other things, identify staffing resources, match personnel with client assignments and manage our accounting and financial reporting functions. In conducting our business, we routinely collect and retain personal information on our employees and contract professionals and their dependents including, without limitation, full names, social security numbers, addresses, birth dates and payroll-related information. Our information systems are vulnerable to fire, storm, flood, power loss, telecommunications failures, terrorist attacks and similar events. Although we use commercially available information security technologies and have implemented security controls to help protect the security and privacy of our business information, our information technology systems are subject to potential security breaches through employee negligence, fraud or misappropriation, and cybersecurity threats, including denial of service attacks, viruses or other malicious software programs and third parties gaining unauthorized access to our information technology systems for purposes of misappropriating assets or confidential information, corrupting data or causing operational disruption.

If our information technology systems and security controls do not provide sufficient protection from these threats, we could experience the loss or unauthorized disclosure of confidential data about us or our employees, contract professionals or customers, business interruptions or delays and increased costs that could materially and adversely affect our business and financial results. We may also be subject to liability and claims for monetary damages for any unauthorized disclosure of confidential information about our employees, contract professionals or customers, which could result in adverse publicity, reputational damage and a reduced demand for our services by clients and/or consultants. In addition, privacy breaches may require notification and other remedies, which can be costly, and which may have other serious adverse consequences for our business, including regulatory enforcement actions resulting in fines and penalties under laws that protect personal data and confidential information.

Failure of internal controls may leave us susceptible to errors and fraud.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Furthermore, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, would be detected, particularly in our acquired companies and international operations. If our internal controls are unsuccessful, our business and results of operations could be adversely affected.

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As of December 31, 2017, we had $588.0 million of total debt, and upon closing the acquisition of ECS we expect to have approximately $1.4 billion in total debt, which could adversely affect our operating flexibility, and the restrictive covenants under our debt instruments could trigger prepayment obligations or additional costs.

Our level of debt and the limitations imposed on us by our credit agreements could have important consequences for investors, including the following:

• we have to use a portion of our cash flow from operations for debt service rather than for our operations;

• we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;

• some or all of the debt under our current or future credit facilities may be at a variable interest rate, making us more vulnerable to increases in interest rates;

• we could be less able to take advantage of significant business opportunities, such as acquisition opportunities and to react to changes in market or industry conditions; and

• we may be disadvantaged compared to competitors with less leverage.

Our failure to comply with restrictive covenants under our credit facilities and other debt instruments could result in an event of default, which, if not cured or waived, could result in the requirement to repay such borrowings before their due date. Some covenants are tied to our operating results and thus may be breached if we do not perform as expected. Further, the terms of our credit facility permit additional borrowings, subject to certain conditions. If new debt is added to our current debt levels, the related risks we now face could intensify.

We expect to obtain the money to pay our expenses and to repay borrowings under our credit facility primarily from our operations. Our ability to pay our expenses thus depends on our future performance, which will be affected by financial, business, economic and other factors. If we do not have enough money, we may be required to refinance all or part of our existing debt, sell assets or borrow additional funds. We may not be able to take such actions on terms that are favorable to us, if at all. The lenders may require fees and expenses to be paid or other changes to terms in connection with waivers or amendments. If we are forced to refinance these borrowings on less favorable terms, our results of operations and financial condition could be adversely affected by increased costs and/or rates.

The trading price of our common stock has experienced significant fluctuations, which could make it difficult for us to access the public markets for financing or use our common stock as consideration in a strategic transaction.

In 2017, the trading price of our common stock experienced significant fluctuations, ranging from a high of $65.73 to a low of $42.95. The closing price of our common stock on the NYSE was $78.79 on February 23, 2018. Our common stock may continue to fluctuate widely as a result of a large number of factors, many of which are beyond our control, including:

• period to period fluctuations in our financial results or those of our competitors;

• failure to meet previously announced guidance or analysts’ expectations of our quarterly results;

• announcements by us or our competitors of acquisitions, significant contracts, commercial relationships or capital commitments;

• commencement of, or involvement in, litigation;

• any major change in our board or management;

• changes in government regulations;

• recommendations by securities analysts or changes in earnings estimates;

• the volume of shares of common stock available for public sale;

• announcements by our competitors of their earnings that are not in line with analyst expectations;

• sales of stock by us or by our stockholders;

• short sales, hedging and other derivative transactions in shares of our common stock; and

• general economic conditions, slow or negative growth of unrelated markets and other external factors.

Our results of operations may vary from quarter to quarter as a result of a number of factors, including, among other things, the level of demand for our temporary staffing services, changes in our pricing policies or those of our competitors, our ability to control costs and our ability to manage our accounts receivable balances, which may make it difficult to evaluate our business and could cause instability in the trading price of our common stock. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the trading prices of the common stock of many companies involved in the temporary staffing industry.

As a result of these fluctuations, we may encounter difficulty should we desire to access the public markets for financing or use our common stock as consideration in a strategic transaction.

A significant loss or suspension of our business with the federal government or government contractors could lead to a reduction in our revenues, cash flows and operating results.

We act as subcontractor to the U.S. federal government and its agencies. In these capacities, we must comply with complex laws and regulations relating to the formation, administration and performance of federal government contracts. These laws and regulations create compliance risk and may impose added costs on our business. If a government review, investigation or audit uncovers improper or illegal activities, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, harm to our reputation,

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suspension of payments, fines and suspension or debarment from doing business with federal government agencies. Revenues from federal government agencies and government contractors were less than six percent of our total revenues in 2017. If we acquire ECS, our government business will increase, as substantially all of their revenues are derived from contracts with the U.S. government.

Changes in federal government fiscal or spending policies could materially adversely affect our government business; in particular, our business could be materially adversely affected by decreases in federal spending, including delays in the funding and timing of projects.

Some government contracts require us to maintain facility security clearances and require some of our employees to maintain individual security clearances. If our employees lose or are unable to timely obtain security clearances, or we lose a facility clearance, a government agency client may terminate the contract or decide not to renew it upon its expiration. In addition, a security breach by us could cause serious harm to our business, damage our reputation and prevent us from being eligible for further work on sensitive or classified systems for federal government clients.

Provisions in our corporate documents and Delaware law may delay or prevent a change in control that our stockholders consider favorable.

Provisions in our certificate of incorporation and bylaws could have the impact of delaying or preventing a change of control or changes in our management. These provisions include the following:

• Our Board of Directors has the right to elect directors to fill a vacancy in the Board of Directors upon the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors until the next applicable annual meeting of stockholders.

• Stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting. Further, our Board of Directors is divided into three classes, and only one class is up for election each year. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us.

• Our Board of Directors may issue, without stockholder approval, up to one million shares of undesignated or “blank check” preferred stock. The ability to issue undesignated or “blank check” preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt by, or make it more difficult for, a third party to acquire us.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions, including Section 203 of the Delaware General Corporation Law. Under these provisions, a corporation may not engage in a business combination with any large stockholders who hold 15 percent or more of our outstanding voting capital stock in a merger or business combination unless the holder has held the stock for three years, the Board of Directors has expressly approved the merger or business transaction, or at least two-thirds of the outstanding voting capital stock not owned by such large stockholder approve the merger or the transaction. These provisions of Delaware law may have the impact of delaying, deferring, or preventing a change of control and may discourage bids for our common stock at a premium over its market price. In addition, our Board of Directors could rely on these provisions of Delaware law to discourage, prevent, or delay an acquisition of us.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 2. Properties

As of December 31, 2017, we leased approximately 37,200 square feet of office space through November 2021 for our corporate headquarters in Calabasas, California. Additionally, we leased approximately 48,600 square feet of office space through December 2025 at our Oxford headquarters in Beverly, Massachusetts; and 55,900 square feet of office space through October 2024 at our Apex headquarters in Richmond, Virginia.

In addition, as of December 31, 2017, we leased approximately 831,000 square feet of total office space in approximately 156 branch office locations in the United States, Canada, the Netherlands, Belgium, Ireland, Switzerland and Spain. A branch office typically occupies space ranging from approximately 1,000 to 32,000 square feet with lease terms that range from six months to 11 years. We believe that our facilities are suitable and adequate for our current operations.

Item 3. 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 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Price Range of Common Stock

Our common stock is listed on the New York Stock Exchange, or NYSE, under the symbol ASGN. The following table sets forth the range of high and low sales prices as reported on the NYSE for each quarterly period within the two most recent years. At February 23, 2018 we had approximately 28 holders of record, approximately 23,500 beneficial owners of our common stock and 52,175,939 shares outstanding.

	Price Range of Common Stock
	High		Low
Year Ended December 31, 2017
First Quarter	$	49.12	$	42.95
Second Quarter	$	55.15	$	45.69
Third Quarter	$	55.53	$	44.66
Fourth Quarter	$	65.73	$	53.56
Year Ended December 31, 2016
First Quarter	$	43.98	$	29.34
Second Quarter	$	39.24	$	33.73
Third Quarter	$	40.75	$	34.70
Fourth Quarter	$	45.83	$	32.05

Dividend Information

Since inception, we have not declared or paid any cash dividends on our common stock and we have no present intention of paying any dividends on our common stock in the foreseeable future. We have implemented stock repurchase programs in the past and our Board of Directors authorized a $150.0 million share repurchase program in June 2016. Our Board of Directors periodically reviews our dividend policy to determine whether the declaration of dividends is appropriate. Terms of our credit facility restrict our ability to pay dividends. The restriction is variable based upon our leverage ratio and certain other circumstances, as outlined in the agreement.

Common Stock Repurchases

On June 10, 2016, the Board of Directors approved a stock repurchase program, whereby we may repurchase up to $150.0 million of our common stock through June 2018. Purchases of our securities during the quarter ended December 31, 2017 are shown in the table below.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number (or Approximate Dollar Value) of Shares That May Yet be Purchased Under the Plans or Programs
October	800	$	53.74	800	$	48,839,000
November	—	$	—	—	$	—
December	—	$	—	—	$	—
Total	800	$	53.74	800	$	48,839,000

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Item 6. Selected Financial Data

The following table presents selected financial data that should be read in conjunction with the consolidated financial statements and notes thereto included under “Financial Statements and Supplementary Data” in Part II, Item 8 of this report.

	Year Ended December 31,
	2017			2016			2015(1)			2014				2013
	(in thousands, except per share data)
Summary Results of Operations:
Revenues	$	2,625,924		$	2,440,413		$	2,065,008		$	1,724,741			$	1,523,101
Costs of services	1,775,851			1,645,230			1,386,263			1,167,306				1,068,226
Gross profit	850,073			795,183			678,745			557,435				454,875
Selling, general and administrative expenses	591,893			565,829			492,170			397,523				317,345
Amortization of intangible assets	33,444			39,628			34,467			22,130				20,943
Operating income	224,736			189,726			152,108			137,782				116,587
Interest expense	(27,643		)	(32,327		)	(26,444		)	(12,730		)		(13,931		)
Write-off of loan costs	—			—			(3,751		)	—				(14,958		)
Income before income taxes	197,093			157,399			121,913			125,052				87,698
Provision for income taxes	39,219			60,203			50,491			51,557				36,558
Income from continuing operations	157,874			97,196			71,422			73,495				51,140
Gain on sale of discontinued operations, net of income taxes(2)	—			—			25,703			—				30,840
Income (loss) from discontinued operations, net of income taxes	(199		)	5			525			3,689				2,532
Net income	$	157,675		$	97,201		$	97,650		$	77,184			$	84,512
Basic earnings per common share:
Continuing operations	$	3.01		$	1.83		$	1.37		$	1.38			$	0.96
Discontinued operations	—			—			0.50			0.06				0.62
Net income	$	3.01		$	1.83		$	1.87		$	1.44			$	1.58
Diluted earnings per common share:
Continuing operations	$	2.97		$	1.81		$	1.35		$	1.35			$	0.94
Discontinued operations	—			—			0.49			0.07				0.61
Net income	$	2.97		$	1.81		$	1.84		$	1.42			$	1.55
Number of shares and share equivalents used to calculate earnings per share:
Basic	52,503			53,192			52,259			53,437				53,481
Diluted	53,205			53,747			53,005			54,294				54,555
Balance Sheet Data (at end of year):
Cash and cash equivalents	$	36,667		$	27,044		$	23,869		$	28,860		(3)	$	35,024		(3)
Working capital	332,806			275,025			253,858			201,271				167,768
Total assets	1,810,129			1,752,667			1,767,307			1,251,839				1,240,746
Long-term liabilities	652,021			721,229			822,163			452,676				433,040
Stockholders' equity	991,391			868,939			784,794			634,408				640,133

^___________ 

⁽¹⁾ Summary results of operations in 2015 included the results of Creative Circle from the date of its acquisition on June 5, 2015. Creative Circle contributed $167.2 million in revenues and $22.9 million in income before income taxes in 2015. Total assets at December 31, 2015 included $587.2 million from Creative Circle.

⁽²⁾ Summary results of operations in 2015 included a gain of $25.7 million, net of tax, on the sale of our Physician Segment (see “Note 5. Discontinued Operations” in Item 8). Summary results of operations in 2013 included an after-tax gain of $16.4 million on the sale of our Allied Healthcare division and an after-tax gain of $14.4 million on the sale of our Nurse Travel division. The results of these businesses are included in discontinued operations for all periods presented.

⁽³⁾ Excludes cash and cash equivalents from the Physician Segment of $2.9 million and $2.3 million as of December 31, 2014 and 2013, respectively.

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Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the other sections of this 2017 10-K, including the Special Note on Forward-looking Statements and Part I, “Item 1A — Risk Factors.”

OVERVIEW

On Assignment provides services through two operating segments, the Apex Segment and the Oxford Segment, with each addressing different sectors of the professional staffing and IT services market with distinct go-to-market strategies attuned to those sectors. The Apex Segment provides a broad spectrum of technical, digital, creative and scientific professionals for contract, contract-to-hire and permanent placement positions to Fortune 1000 and mid-market clients across the United States and Canada. The businesses in this segment include Apex Systems, Apex Life Sciences and Creative Circle. The Oxford Segment provides specialized staffing and permanent placement services in select skill and geographic markets. The businesses in this segment include Oxford, CyberCoders and Life Sciences Europe.

Critical Accounting Policies

Our accounting policies are described in “Note 1. Summary of Significant Accounting Policies”, in Item 8 of this report. Our financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), which require us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates. We consider the following policies to be most critical in understanding the judgments that are involved in preparing our financial statements and the uncertainties that could impact our results of operations, financial condition and cash flows.

Accounts Receivable Allowances. We estimate an allowance for (i) expected credit losses (the inability of customers to make required payments), (ii) assignment revenue billing adjustments (e.g., bill rate adjustments, time card adjustments, early pay discounts) and (iii) fallouts (permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less). Our estimates are based on a combination of past experience and current trends. In estimating the allowance for expected credit losses we consider the current aging of receivables and we perform a specific review for potential bad debts. The resulting bad debt expense is included in selling, general and administrative ("SG&A") expenses and assignment revenue billing adjustments and fallouts are reported as reductions to revenues in the consolidated statements of operations and comprehensive income. Receivables are written-off when deemed uncollectible. If we experience a significant change in collections, billing adjustment or fallout experience, our estimates of the recoverability of accounts receivable could change.

Business Combinations. Assets acquired and liabilities assumed are measured at their estimated fair values as of the acquisition date. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows and estimates made by management. Accordingly, these can be affected by future performance and other factors, which may cause final amounts to differ materially from original estimates. The preliminary estimates of the fair value of assets acquired and liabilities assumed are subject to change during a one-year measurement period. Adjustments to these preliminary estimates that are identified during the one-year measurement period are recognized in the reporting period in which the adjustment amounts are determined.

The excess of consideration transferred over the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the combination as of the acquisition date. Acquisition-related costs are expensed as incurred.

Goodwill and Identifiable Intangible Assets. Goodwill and indefinite-lived intangible assets (consisting entirely of trademarks) are evaluated for impairment at least on an annual basis as of October 31, our annual impairment review date. Interim testing of goodwill and indefinite-lived intangible assets for impairment is also required whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying value.

Goodwill is tested at the reporting unit level which is generally an operating segment, or one level below the operating segment level, where a business operates and for which discrete financial information is available and reviewed by segment management. In analyzing the results of operations and business conditions of our reporting units (Step 0), it was determined that for two of the reporting units, a Step 1 impairment analysis was not necessary to determine if the reporting units' carrying values of equity exceeded their fair values as of October 31, 2017. We have several years of operating results experience for these reporting units and they had significant excess fair value over their carrying value of equity at the prior year impairment test date.

Our third reporting unit was recently acquired and as a result its fair value is closer to its carrying value of equity. For this reporting unit a Step 1 goodwill analysis was performed. The Step 1 analysis estimates and then compares the fair value of a reporting unit to the reporting unit's carrying value of equity. We determined the fair value of the reporting unit by weighting fair value estimates using three accepted valuation methodologies: (i) an income approach, specifically a discounted cash flow analysis, (ii) a market approach, specifically the guideline company method and (iii) another market approach, specifically the similar transactions method. Based on the result of the Step 1 goodwill impairment test there was excess fair value over the reporting unit's carrying value of equity as of October 31, 2017. Holding all other assumptions constant, an increase of 330 basis points, representing a 26 percent increase in the selected discount rate in the 2017 analysis, would not cause the fair value of the reporting unit to be below its carrying value of equity.

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Based on the qualitative and quantitative analyses performed in 2017 there was excess fair value over the carrying value of equity at all of our reporting units and thus no impairment of goodwill. In 2016 and 2015 a Step 1 impairment test was completed for all of our reporting units and there was excess fair value over the carrying value of equity at all of our reporting units and thus no impairment of goodwill.

Step 2 of the goodwill impairment test was not necessary for any of the years 2017, 2016 and 2015 as all of the reporting unit fair values exceeded their respective carrying values of equity. When the fair value of any reporting unit does not exceed the carrying value of equity, a second step is performed to measure the amount of goodwill impairment by comparing the implied fair value of the respective reporting unit's goodwill after estimating the fair value of specifically identifiable intangible assets, with the carrying value of that goodwill. The implied fair value of goodwill is determined using the same approach utilized to estimate the amount of goodwill recognized in a business combination.

Due to the many variables inherent in the estimation of a reporting unit's fair value and the relative size of recorded goodwill, changes in assumptions may have a material effect on the results of our impairment analysis. Downward revisions of our forecasts or a decline of our stock price resulting in market capitalization significantly below book value could lead to an impairment of goodwill or trademarks in future periods.

A qualitative analysis was performed for trademarks to determine if there were any indicators that the carrying value might not be recovered. For five of our trademarks a further quantitative test was not necessary as the prior year's valuation demonstrated a significant excess fair value over carrying value and there were no indicators their fair value has decreased. For one of our most recently acquired trademarks we conducted an evaluation using an income approach, specifically a relief from royalty method. Principal factors used in the relief from royalty method that require judgment are projected net sales, discount rates, royalty rates and terminal growth assumptions. The estimated fair value of the trademark exceeded its carrying value. Holding all other assumptions constant, an increase of 280 basis points, representing a 22 percent increase in the selected discount rate in the 2017 analysis, would not cause the fair value of the trademark to be below its carrying value. There were no indications of impairment of our trademarks in 2017, 2016 and 2015.

Finite-lived intangible assets are amortized over their useful lives and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Customer relationships and favorable contracts are amortized based on the annual cash flows observed in the valuation of the asset which generally accelerates the amortization into the earlier years reflective of the economic life of the asset. Contractor relationships, non-compete agreements and in-use software are amortized using the straight-line method.

16

Results of Operations

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2017

COMPARED WITH THE YEAR ENDED DECEMBER 31, 2016

(Dollars in millions)

	2017			2016			Year-Over-Year Growth Rates
Revenues by segment:
Apex:
Assignment	$	1,993.3		$	1,791.6		11.3	%
Permanent placement	43.9			44.9			(2.3	)%
	2,037.2			1,836.5			10.9	%
Oxford:
Assignment	503.1			520.7			(3.4	)%
Permanent placement	85.7			83.2			3.0	%
	588.8			603.9			(2.5	)%
Consolidated:
Assignment	2,496.4			2,312.3			8.0	%
Permanent placement	129.6			128.1			1.1	%
	$	2,626.0		$	2,440.4		7.6	%
Percentage of total revenues:
Apex	77.6		%	75.3		%
Oxford	22.4		%	24.7		%
	100.0		%	100.0		%
Assignment	95.1		%	94.7		%
Permanent placement	4.9		%	5.3		%
	100.0		%	100.0		%
Domestic	95.0		%	95.3		%
Foreign	5.0		%	4.7		%
	100.0		%	100.0		%

Revenues increased $185.6 million, or 7.6 percent year-over-year. Assignment revenues were $2.5 billion, up 8.0 percent year-over-year. Permanent placement revenues, comprised of direct hire and conversion fees, were $129.6 million, up 1.1 percent year-over-year. Permanent placement revenues accounted for 4.9 percent of total revenues in 2017, down from 5.3 percent in 2016. Revenues from our foreign operations accounted for 5.0 percent of total revenues in 2017, up from 4.7 percent in 2016. The financial statement effect of year-over-year changes in foreign exchange rates were not material.

Revenues from our Apex Segment were $2.0 billion, up 10.9 percent year-over-year. Assignment revenues were up 11.3 percent year-over-year mainly related to growth in IT services, which account for approximately 74.9 percent of the segment's revenues. IT services revenues were up 12.5 percent year-over-year, related to the continued trend of higher growth in top accounts. Creative/digital services revenues were up 8.6 percent year-over-year, which was below the growth rate in 2016. This decline in growth rate reflected, among other things, lower demand from advertising agencies. Life Sciences revenues were up 2.3 percent after the inclusion of a $7.5 million revenue contribution from Stratacuity, which was acquired in August 2017 (see “Note 4. Acquisitions” in Item 8).

Revenues from our Oxford Segment were $588.8 million, down 2.5 percent year-over-year, mainly related to a large customer project that was substantially completed in 2016. Assignment revenues were $503.1 million in 2017, down from $520.7 million in 2016. Permanent placement revenues in 2017 were $85.7 million (14.6 percent of the segment's revenues), up from $83.2 million (13.8 percent of the segment's revenues) in 2016.

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Gross Profit and Gross Margins

	2017			2016			Year-over-Year Growth Rates
Gross profit:
Apex	$	606.3		$	548.4		10.6	%
Oxford	243.8			246.8			(1.2	)%
Consolidated	$	850.1		$	795.2		6.9	%
Gross margin:
Apex	29.8		%	29.9		%	(0.1	)%
Oxford	41.4		%	40.9		%	0.5	%
Consolidated	32.4		%	32.6		%	(0.2	)%

Gross profit was $850.1 million, up 6.9 percent in 2017. Gross margin was 32.4 percent, a compression of 20 basis points year-over-year primarily due to a lower mix of permanent placement revenues (4.9 percent in 2017 compared with 5.3 percent in 2016) and the shift in business mix related to the higher growth of the Apex Segment. Apex Segment accounted for 77.6 percent of consolidated revenues in 2017, up from 75.3 percent in 2016.

Apex Segment’s gross profit was $606.3 million, up 10.6 percent year-over-year. Gross margin for the segment was 29.8 percent, a compression of 10 basis points year-over-year primarily related to the lower mix of permanent placement revenues (2.2 percent of the segment’s revenues, down from 2.4 percent in 2016. Gross margin on assignment revenues (excludes permanent placement and conversion fees) was up 10 basis points year-over-year to 28.2 percent.

Oxford Segment’s gross profit was $243.8 million, down 1.2 percent year-over-year. Gross margin for the segment was 41.4 percent, an expansion of 50 basis points year-over-year. The expansion in gross margin was primarily related to a higher mix of permanent placement revenues (14.6 percent of the Segment’s revenues in 2017 compared with 13.8 percent in 2016). Gross margin on assignment revenues (excludes permanent placement and conversion fees), was 31.4 percent, the same as 2016.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of compensation for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses.

SG&A expenses in 2017 were $591.9 million, or 22.5 percent of revenues, compared with $565.8 million, or 23.2 percent of revenues in 2016. The 70 basis points reduction in SG&A expenses as a percent of revenues primarily related to (i) lower growth in compensation expense for staffing consultants relative to revenue growth and (ii) lower acquisition, integration and strategic planning expenses ($4.1 million in 2017, down from $6.0 million in 2016) and lower stock-based compensation expense ($24.0 million in 2017, down from $27.0 million in 2016).

Amortization of Intangible Assets. Amortization of intangible assets was $33.4 million, compared with $39.6 million in 2016. The decrease is due to the accelerated amortization method for certain acquired intangibles, which have higher amortization rates at the beginning of their useful life.

Interest Expense. Interest expense was $27.6 million, down from $32.3 million in 2016. Interest expense was comprised of (i) interest on the credit facility of $21.3 million, (ii) amortization of deferred loan costs of $3.6 million and (iii) $2.7 million of third-party fees related to the amendments to our credit facility. Interest expense for 2016 was comprised of (i) interest on the credit facility of $26.7 million, (ii) amortization of deferred loan costs of $3.8 million, (iii) accretion of discount of $0.9 million on the contingent consideration liability related to acquisitions and (iv) $0.9 million third-party fees related to the August 5, 2016 amendment to our credit facility. The year-over-year reduction in interest expense related to a lower average interest rate related to the amendments to the credit facility and lower average outstanding borrowings under our facilities related to principal repayments.

Provision for Income Taxes. The provision for income taxes was $39.2 million compared with $60.2 million in 2016. The effective tax rate for 2017 was 19.9 percent, compared with 38.2 percent for 2016. This lower effective tax rate was primarily due to (i) a one-time, non-cash income tax benefit of $33.4 million, which was mainly the result of the revaluation of our net deferred income tax liabilities related to the recently enacted Tax Cuts and Jobs Act ("TCJA"), (ii) a provisional tax expense of $2.0 million related to the TCJA including a one-time deemed repatriation transition tax for certain foreign subsidiaries, (iii) a $4.5 million tax benefit related to stock-based compensation (which prior to 2017 was a direct adjustment to stockholders' equity, see “Note 2. Accounting Standards Update” in Item 8) and (iv) approximately $0.8 million in hiring-related tax credits related to a new employment category added in 2016.

Net Income. Net income was $157.7 million in 2017, compared with $97.2 million in 2016.

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Results of Operations

Pro forma revenues and gross profit by segment are presented in the tables and discussion below to provide a more consistent basis for comparison between periods. Pro forma data were prepared as if the acquisitions of Creative Circle and LabResource (the “Acquisitions”) were consummated at the beginning of 2014. 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. The year-over-year fluctuations in foreign exchange rates had an immaterial effect on the revenue growth rates for the year ended December 31, 2016.

RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016

COMPARED WITH THE YEAR ENDED DECEMBER 31, 2015

(Dollars in millions)

	Reported						Pro Forma			Year-over-Year Growth Rates
	2016			2015			2015			Reported		Pro Forma
Revenues by segment:
Apex:
Assignment	$	1,791.6		$	1,461.2		$	1,563.3		22.6	%		14.6	%
Permanent placement	44.9			32.4			41.7			38.8	%		7.9	%
	1,836.5			1,493.6			1,605.0			23.0	%		14.4	%
Oxford:
Assignment	520.7			485.8			488.4			7.2	%		6.6	%
Permanent placement	83.2			85.6			85.6			(2.8	)%		(2.9	)%
	603.9			571.4			574.0			5.7	%		5.2	%
Consolidated:
Assignment	2,312.3			1,947.0			2,051.7			18.8	%		12.7	%
Permanent placement	128.1			118.0			127.3			8.6	%		0.6	%
	$	2,440.4		$	2,065.0		$	2,179.0		18.2	%		12.0	%
Percentage of total revenues:
Apex	75.3		%	72.3		%	73.7		%
Oxford	24.7		%	27.7		%	26.3		%
	100.0		%	100.0		%	100.0		%
Assignment	94.7		%	94.3		%	94.2		%
Permanent placement	5.3		%	5.7		%	5.8		%
	100.0		%	100.0		%	100.0		%
Domestic	95.3		%	95.5		%	95.6		%
Foreign	4.7		%	4.5		%	4.4		%
	100.0		%	100.0		%	100.0		%

Revenues on an as reported basis increased $375.4 million, or 18.2 percent year-over-year, as a result of (i) the contribution of revenues from Creative Circle, which was acquired in June 2015 and (ii) year-over-year revenue growth from virtually all other operating divisions. On a pro forma basis, revenues were up $261.4 million, or 12.0 percent, year-over-year.

Assignment revenues were $2.3 billion, up 18.8 percent year-over-year on an as reported basis and up 12.7 percent on a pro forma basis. Permanent placement revenues, comprised of direct hire and conversion fees, were $128.1 million, up 8.6 percent year-over-year on an as reported basis and 0.6 percent on pro forma basis. Permanent placement revenues accounted for 5.3 percent of total revenues in 2016, down from 5.7 percent in 2015.

Revenues from our Apex Segment were $1.8 billion, up 23.0 percent year-over-year on an as reported basis. This increase was a result of (i) the inclusion of Creative Circle for the full year 2016 (2015 included results only from the date of acquisition, June 5, 2015), which accounted for 17.7 percent of the segment's revenue and (ii) the high growth of Apex Systems, which accounted for 73.8 percent of the segment's revenues and had a year-over-year growth rate of 15.0 percent, reflecting the continued high demand from our large customer accounts. On a pro forma basis, revenues for the segment were up 14.4 percent year-over-year primarily related to the high growth rate for Apex Systems and Creative Circle. Creative Circle accounted for 17.7 percent of the segment's revenue and grew 17.0 percent year-over-year on a pro forma basis.

Revenues from our Oxford Segment were $603.9 million, up 5.7 percent year-over-year on an as reported basis due to growth in assignment revenues. Assignment revenues were $520.7 million in 2016, up from $485.8 million in 2015. Permanent placement revenues for 2016 were

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$83.2 million (13.8 percent of the segment's revenues), down from $85.6 million (15.0 percent of the segment's revenues) in 2015. The year-over-year decline in permanent placement revenues reflects lower demand from technology-based clients, specifically early stage companies, the lengthening in the time our clients are taking to make hiring decisions and a tight candidate pool.

Gross Profit and Gross Margins

	Reported						Pro Forma			Year-over-Year Growth Rates
	2016			2015			2015			Reported		Pro Forma
Gross profit:
Apex	$	548.4		$	439.6		$	487.0		24.8	%		12.6	%
Oxford	246.8			239.1			240.0			3.2	%		2.8	%
Consolidated	$	795.2		$	678.7		$	727.0		17.2	%		9.4	%
Gross margin:
Apex	29.9		%	29.4		%	30.3		%	0.5	%		(0.4	)%
Oxford	40.9		%	41.9		%	41.8		%	(1.0	)%		(0.9	)%
Consolidated	32.6		%	32.9		%	33.4		%	(0.3	)%		(0.8	)%

Gross profit was $795.2 million, up 17.2 percent in 2016. Gross margin was 32.6 percent, a reduction of 30 basis points year-over-year on an as reported basis. This reduction primarily related to lower mix of permanent placement revenues, which was 5.3 percent of revenues for 2016, down from 5.7 percent in 2015. The gross margin on permanent placement revenues is over 90 percent. On a pro forma basis, gross margin was down 80 basis points year-over-year due to the lower mix of permanent placement revenues and higher relative growth in the large accounts of Apex Systems, which have lower gross margins.

Apex Segment’s gross profit was $548.4 million, up 24.8 percent year-over-year on an as reported basis. Gross margin for the segment was 29.9 percent, an expansion of 50 basis points year-over-year on an as reported basis due to the inclusion of Creative Circle for the full year (Creative Circle's assignment margin is higher than the other operating units of the Apex Segment). On a pro forma basis, gross margin for the segment was down approximately 40 basis points year-over-year, related to the shift in business mix toward high-volume, lower-margin accounts.

Oxford Segment’s gross profit was $246.8 million, up 3.2 percent year-over-year on an as reported basis. Gross margin for the segment was 40.9 percent, a compression of 100 basis points year-over-year due primarily to a lower mix of permanent placement revenues (13.8 percent of the segment's revenues in 2016, down from 15.0 percent in 2015). The gross margin on permanent placement revenues is over 90 percent.

Selling, General and Administrative Expenses. Selling, general and administrative expenses consist primarily of compensation for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses. SG&A expenses in 2016 were $565.8 million, or 23.2 percent of revenues, up from $492.2 million, or 23.8 percent of revenues in 2015. The increase in SG&A expenses was due to a full year's SG&A expenses from the businesses acquired in 2015 (incrementally $33.4 million) and higher headcount and incentive compensation, both commensurate with growth in the business.

Amortization of Intangible Assets. Amortization of intangible assets was $39.6 million, compared with $34.5 million in 2015. The increase related to amortization from the Acquisitions.

Interest Expense. Interest expense was $32.3 million, up from $26.4 million in 2015. The increase in interest expense was due to higher debt levels related to the June 5, 2015 acquisition of Creative Circle, which was funded primarily from proceeds from borrowings. Interest expense was comprised of (i) interest on the credit facility of $26.7 million, (ii) amortization of deferred loan costs of $3.8 million, (iii) accretion of discount of $0.9 million on the contingent consideration liability related to acquisitions and (iv) $0.9 million third-party fees related to the August 5, 2016 amendment to our credit facility. Interest expense for 2015 was comprised of (i) interest on the credit facility of $22.3 million, (ii) amortization of deferred loan costs of $2.7 million and (iii) accretion of $1.4 million on the contingent consideration liability related to acquisitions. The effective interest rate was 4.2 percent in 2016 and 2015.

Write-Off of Loan Costs. Write-off of loan costs in 2015 was $3.8 million and related to the refinancing of our credit facility in June 2015.

Provision for Income Taxes. The provision for income taxes was $60.2 million compared with $50.5 million in 2015. The effective tax rate for 2016 was 38.2 percent, a decrease from 41.4 percent for 2015. This lower effective tax rate was primarily due to a lower percentage of non-deductible expense (mainly disallowed business meals and entertainment) and the benefit of higher tax credits (Research and Development and Work Opportunity Tax Credits).

Income from Continuing Operations. Income from continuing operations was $97.2 million compared with $71.4 million in 2015.

Discontinued Operations. The gain on sale of discontinued operations, net of income tax, was $25.7 million for 2015 for the sale of our Physician Segment.

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Net Income. Net income was $97.2 million in 2016, compared with $97.7 million in 2015. Net income for 2015 included the net of tax gain of $25.7 million from the sale of the Physician Segment.

Liquidity and Capital Resources

Our working capital (current assets less current liabilities) at December 31, 2017 was $332.8 million and our cash and cash equivalents were $36.7 million, including $17.0 million held in foreign countries, which is not available to fund domestic operations as we do not intend to repatriate cash held in foreign countries. Our cash flows from operating activities and borrowings under our credit facilities 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 our business and debt service requirements. We believe that our expected cash flows and availability under our revolving credit facility will be sufficient to meet our obligations, working capital requirements and capital expenditures for the next 12 months.

Net cash provided by operating activities was $196.4 million in 2017 compared with $199.3 million in 2016. Net cash provided by operating activities before changes in operating assets and liabilities was $256.8 million for 2017, up from $218.4 million in 2016. This increase was commensurate with the growth of the business. Changes in operating assets and liabilities (mainly changes in working capital) resulted in use of cash of $60.3 million compared with $19.1 million for 2016. The differences in year-over-year changes in working capital primarily related to the timing of period end compensation payments, higher growth in accounts receivable balances due to growth in the business and higher income tax prepayments. Upon the adoption of ASU 2016-09, excess tax benefits related to stock-based compensation are included in cash flows from operating activities. This presentation is applied retrospectively for all periods presented and resulted in an increase in cash flows from operating activities and a decrease in cash flows from financing activities of $3.1 million in 2016. The excess tax benefits related to stock-based compensation were $4.5 million in 2017 and are included in net income.

Net cash used in investing activities was $50.1 million in 2017 compared with $22.0 million in 2016. Net cash used in investing activities for 2017 was comprised of $25.9 million used for the purchase of Stratacuity (see “Note 4. Acquisitions” in Item 8) and $24.3 million used to purchase property and equipment. Net cash used in investing activities in 2016 was primarily comprised of $27.1 million used to purchase property and equipment and $6.0 million collected from the release of escrow from the sale of our Physician Segment.

Net cash used in financing activities was $138.5 million in 2017, compared with $174.1 million in 2016. Net cash used in financing activities for 2017 was primarily comprised of $68.0 million net cash used to pay down long-term debt, $60.1 million used for repurchases of our common stock (inclusive of $2.0 million cash settlement of stock repurchases from 2016) and $14.9 million used for payment of employment taxes related to the release of restricted stock units. Net cash used in financing activities in 2016 was primarily comprised of $129.0 million in principal payments of long-term debt, $41.1 million used for repurchases of our common stock and $16.8 million in payments of contingent considerations (total payment of $21.6 million, of which $16.8 million was cash used in financing activities and $4.8 million was cash used in operating activities).

In 2015, we entered into a $975.0 million credit facility consisting of (i) an $825.0 million seven-year term B loan facility and (ii) a $150.0 million revolving credit facility, which was subsequently amended four separate times.

The first amendment was on August 5, 2016, resulting in a reduction of 25 basis points in the interest rate for the term B loan facility and we incurred $0.9 million in third-party fees, which were included in interest expense in 2016. The second amendment was on February 21, 2017, which resulted in (i) a reduction of 50 basis points in the interest rate for the term B loan facility, (ii) an increase in the borrowing capacity of the revolving credit facility from $150.0 million to $200.0 million and (iii) extension of the maturity date for the revolving credit facility to February 21, 2022. The third amendment was on August 22, 2017, which resulted in a reduction of 25 basis points in the interest rate for the term B loan facility. The fourth amendment was on September 22, 2017, which resulted in (i) a reduction of 25 to 50 basis points in the interest rate on the revolving credit facility, depending on leverage levels and (ii) a reduction of five basis points on the commitment fee for the undrawn portion. Related to the 2017 amendments we incurred $3.3 million in third-party fees, of which $2.7 million was included in interest expense and the remainder was capitalized and will be amortized over the term of the revolving credit facility.

The outstanding balance on the facility at December 31, 2017 was $588.0 million (see “Note 7. Long-Term Debt” in Item 8). Under terms of the credit facility, we are required to make minimum quarterly payments of $2.1 million and mandatory prepayments from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events, subject to specified exceptions. Due to principal payments made through December 31, 2017, no additional minimum quarterly payments are required. The credit facility is secured by substantially all of our assets and includes various restrictive covenants including the maximum ratio of consolidated funded debt to consolidated EBITDA, which steps down at regular intervals from 4.00 to 1.00 as of December 31, 2017, to 3.25 to 1.00 as of March 31, 2019 and thereafter. The credit facility also contains customary limitations including, among other terms and conditions, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions and declare dividends.

At December 31, 2017, the Company was in compliance with all of its debt covenants, its ratio of consolidated funded debt to consolidated EBITDA was 1.89 to 1.00 and the Company had $195.6 million available borrowing capacity under its revolving credit facility.

On June 10, 2016, the Board of Directors approved a stock repurchase program whereby we may repurchase up to $150.0 million of our common stock through June 2018. During the year ended December 31, 2017, we purchased 1.2 million shares for $58.1 million ($47.24 average price per share). The remaining authorized amount under this program at December 31, 2017 is $48.8 million.

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Pending acquisition of ECS Federal, LLC

On January 31, 2018, the Company entered into a definitive agreement to acquire ECS for $775.0 million in cash. ECS is one of the largest privately-held government services contractors and delivers cyber security, cloud, DevOps, IT modernization and advanced science and engineering solutions to government enterprises. The acquisition is subject to various customary regulatory approvals and closing conditions and is expected to close on April 2, 2018.

In connection with the pending acquisition, we entered into a commitment letter with Wells Fargo Bank, National Association (“WFB”) and Wells Fargo Securities, LLC. The commitment letter includes a $1.6 billion commitment from WFB for a credit facility to be comprised of a $200.0 million revolving credit facility (undrawn at close, other than for letters of credit) and a $1.4 billion term loan. The proceeds of the term loan will be used to finance the purchase price, amend the Company’s existing debt and pay for acquisition costs.

Commitments and Contingencies

We lease space for our corporate and branch offices. Rent expense was $26.4 million in 2017, $25.6 million in 2016 and $21.6 million in 2015.

The following table sets forth on an aggregate basis, excluding current liabilities on our consolidated balance sheets at December 31, 2017, the amounts of specified contractual cash obligations required to be paid in the future periods shown (in thousands):

Contractual Obligations	Less than 1 year		1-3 years		3-5 years		More than 5 years		Total
Long-term debt obligations (1)	$	20,986	$	41,971	$	617,730	$	—	$	680,687
Operating lease obligations	20,387		32,218		20,235		7,267		80,107
Related party leases	1,302		2,596		2,727		2,618		9,243
Purchase obligations	10,283		9,417		—		—		19,700
Total	$	52,958	$	86,202	$	640,692	$	9,885	$	789,737

 ____________

⁽¹⁾Long-term debt obligations include interest calculated based on the rates in effect at December 31, 2017.

For additional information about these contractual cash obligations, see “Note 7. Long-Term Debt” and “Note 8. Commitments and Contingencies” in Item 8. Purchase obligations are non-cancelable job board service agreements, software maintenance and license agreements and software subscriptions.

We have large retention policies for our workers’ compensation liability exposures. The workers' compensation loss reserves are based upon an actuarial report obtained from a third party and determined based on claims filed and claims incurred but not reported. We account for claims incurred but not yet reported based on estimates derived from historical claims experience and current trends of industry data. Changes in estimates, differences in estimates and actual payments for claims are recognized in the period that the estimates changed or the payments were made. The workers' compensation loss reserves were $2.1 million and $1.8 million, net of anticipated insurance and indemnification recoveries of $12.7 million and $14.0 million, at December 31, 2017 and 2016, respectively. We have unused stand-by letters of credit outstanding to secure obligations for workers’ compensation claims with various insurance carriers. The unused stand-by letters of credit at December 31, 2017 and 2016 were $4.4 million and $4.0 million, respectively.

At December 31, 2017 and 2016, we have an income tax reserve in other long-term liabilities related to uncertain tax positions of $0.4 million and $1.3 million, respectively. We have omitted this liability from the table above due to the inherent uncertainty regarding the timing and amount of payments related to uncertain tax positions. We are unable to make reasonably reliable estimates of the period of cash settlement since the statute of limitations might expire without examination by the respective tax authority.

Legal Proceedings

We are involved in various other 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 consolidated financial statements.

Off-Balance Sheet Arrangements

As of December 31, 2017, we had no off-balance sheet arrangements.

Accounting Standards Updates

See “Note 2. Accounting Standards Update” in Item 8 for a discussion of new accounting pronouncements.

22

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with foreign currency fluctuations and interest rates.

Foreign Currency Fluctuations. 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). 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. See “Note 7. Long-Term Debt” in Part II, Item 8 of this 2017 10-K for a further description of our debt instruments. A hypothetical 100 basis point change in interest rates on variable rate debt would have resulted in interest expense fluctuating approximately $5.9 million based on $588.0 million of debt outstanding for any 12-month period. We have not entered into any market risk sensitive instruments for trading purposes.

23

Item 8. Financial Statements and Supplementary Data

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of On Assignment, Inc.

Calabasas, California

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of On Assignment, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of operations and comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes and the financial statement schedule listed in the Index at Item 15 (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2018, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 28, 2018

We have served as the Company's auditor since 1987.

24

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

	December 31,
	2017			2016
ASSETS
Current assets:
Cash, cash equivalents and restricted cash(1)	$	36,667		$	27,044
Accounts receivable, net of allowance of $9,909 and $8,093 respectively	428,536			386,858
Prepaid expenses and income taxes	18,592			6,331
Workers’ compensation receivable	12,702			14,001
Other current assets	3,026			3,290
Total current assets	499,523			437,524
Property and equipment, net	57,996			56,942
Goodwill	894,095			873,513
Identifiable intangible assets, net	352,766			377,730
Other non-current assets	5,749			6,958
Total assets	$	1,810,129		$	1,752,667
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	6,870		$	6,266
Accrued payroll and contract professional pay	114,832			111,596
Workers’ compensation loss reserves	14,777			15,784
Income taxes payable	1,229			1,260
Other current liabilities	29,009			27,593
Total current liabilities	166,717			162,499
Long-term debt	575,213			640,355
Deferred income tax liabilities	69,436			74,282
Other long-term liabilities	7,372			6,592
Total liabilities	818,738			883,728
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, no shares issued	—			—
Common stock, $0.01 par value, 75,000,000 shares authorized, 52,151,538 and 52,716,388 issued and outstanding, respectively	521			527
Paid-in capital	566,090			562,862
Retained earnings	428,419			315,573
Accumulated other comprehensive loss	(3,639		)	(10,023		)
Total stockholders’ equity	991,391			868,939
Total liabilities and stockholders’ equity	$	1,810,129		$	1,752,667

______

(1) Includes $2.2 million of restricted cash at December 31, 2017, related to the Company's deferred compensation plan. There was no restricted cash at December 31, 2016.

See "Note 12. Stock-Based Compensation and Other Employee Benefit Plans".

See notes to consolidated financial statements.

25

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(In thousands, except per share amounts)

	Year Ended December 31,
	2017			2016			2015
Revenues	$	2,625,924		$	2,440,413		$	2,065,008
Costs of services	1,775,851			1,645,230			1,386,263
Gross profit	850,073			795,183			678,745
Selling, general and administrative expenses	591,893			565,829			492,170
Amortization of intangible assets	33,444			39,628			34,467
Operating income	224,736			189,726			152,108
Interest expense	(27,643		)	(32,327		)	(26,444		)
Write-off of loan costs	—			—			(3,751		)
Income before income taxes	197,093			157,399			121,913
Provision for income taxes	39,219			60,203			50,491
Income from continuing operations	157,874			97,196			71,422
Gain on sale of discontinued operations, net of income taxes	—			—			25,703
Income (loss) from discontinued operations, net of income taxes	(199		)	5			525
Net income	$	157,675		$	97,201		$	97,650
Basic earnings per common share:
Continuing operations	$	3.01		$	1.83		$	1.37
Discontinued operations	—			—			0.50
Net income	$	3.01		$	1.83		$	1.87
Diluted earnings per common share:
Continuing operations	$	2.97		$	1.81		$	1.35
Discontinued operations	—			—			0.49
Net income	$	2.97		$	1.81		$	1.84
Number of shares and share equivalents used to calculate earnings per share:
Basic	52,503			53,192			52,259
Diluted	53,205			53,747			53,005

Reconciliation of net income to comprehensive income:
Net income	$	157,675	$	97,201		$	97,650
Foreign currency translation adjustment	6,384		(1,861		)	(3,714		)
Other	—		—			122
Comprehensive income	$	164,059	$	95,340		$	94,058

See notes to consolidated financial statements.

26

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Dollars in thousands)

	Common Stock					Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
	Shares		Par Value
Balance at December 31, 2014	51,386,693		$	514		$	483,902		$	154,562		$	(4,570	)	$	634,408
Exercise of stock options	329,502		3			3,469			—			—			3,472
Employee stock purchase plan	204,401		2			5,291			—			—			5,293
Stock repurchase and retirement of shares	(89,174	)	(1		)	(1,173		)	(2,645		)	—			(3,819		)
Stock-based compensation expense	—		—			23,471			—			—			23,471
Vesting of restricted stock units	398,850		4			(8,827		)	—			—			(8,823		)
Tax benefit from stock-based compensation(1)	—		—			6,551			—			—			6,551
Acquisition of Creative Circle	794,700		8			30,175			—			—			30,183
Fair value adjustment of derivatives, net of income tax	—		—			—			—			122			122
Translation adjustments	—		—			—			—			(3,714		)	(3,714		)
Net income	—		—			—			97,650			—			97,650
Balance at December 31, 2015	53,024,972		530			542,859			249,567			(8,162		)	784,794
Exercise of stock options	185,484		2			2,249			—			—			2,251
Employee stock purchase plan	242,303		2			7,505			—			—			7,507
Stock repurchase and retirement of shares	(1,133,553	)	(11		)	(11,885		)	(31,195		)	—			(43,091		)
Stock-based compensation expense	—		—			26,559			—			—			26,559
Vesting of restricted stock units	397,182		4			(7,164		)	—			—			(7,160		)
Tax benefit from stock-based compensation(1)	—		—			2,739			—			—			2,739
Translation adjustments	—		—			—			—			(1,861		)	(1,861		)
Net income	—		—			—			97,201			—			97,201
Balance at December 31, 2016	52,716,388		527			562,862			315,573			(10,023		)	868,939
Exercise of stock options	36,561		—			351			—			—			351
Employee stock purchase plan	214,466		2			7,402			—			—			7,404
Stock repurchase and retirement of shares	(1,229,249	)	(12		)	(13,229		)	(44,829		)	—			(58,070		)
Stock-based compensation expense	—		—			24,509			—			—			24,509
Vesting of restricted stock units	413,372		4			(15,805		)	—			—			(15,801		)
Translation adjustments	—		—			—			—			6,384			6,384
Net income	—		—			—			157,675			—			157,675
Balance at December 31, 2017	52,151,538		$	521		$	566,090		$	428,419		$	(3,639	)	$	991,391

___________

(1) Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than within paid-in capital, see “Note 2. Accounting Standards Update”.

See notes to consolidated financial statements.

27

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2017			2016			2015
Cash Flows from Operating Activities:
Net income	$	157,675		$	97,201		$	97,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58,604			62,249			51,569
Provision for doubtful accounts and billing adjustments	12,050			10,788			10,486
Provision (benefit) for deferred income taxes	(5,140		)	12,834			11,549
Stock-based compensation	24,044			27,024			22,018
Workers’ compensation provision	2,908			2,693			2,117
Write-off of loan costs	—			—			3,751
Gain on sale of discontinued operations, net of income taxes	—			—			(25,703		)
Other	6,610			5,642			7,136
Changes in operating assets and liabilities:
Accounts receivable	(50,461		)	(43,289		)	(53,775		)
Prepaid expenses and income taxes	(11,861		)	6,433			100
Income taxes payable	613			3,346			(7,679		)
Accounts payable	315			(2,236		)	1,684
Accrued payroll and contract professional pay	1,040			23,556			242
Workers' compensation loss reserve	(2,616		)	(2,691		)	(901		)
Payments of earn-outs	—			(4,780		)	—
Other	2,665			561			3,800
Net cash provided by operating activities(1)	196,446			199,331			124,044
Cash Flows from Investing Activities:
Cash paid for property and equipment	(24,265		)	(27,138		)	(24,689		)
Cash paid for acquisitions, net of cash acquired	(25,940		)	—			(552,777		)
Cash received from sale of discontinued operations, net	—			6,000			115,440
Other	88			(846		)	496
Net cash used in investing activities	(50,117		)	(21,984		)	(461,530		)
Cash Flows from Financing Activities:
Principal payments of long-term debt	(105,000		)	(129,000		)	(516,125		)
Proceeds from long-term debt	37,000			11,000			875,000
Proceeds from option exercises and employee stock purchase plan	7,755			9,758			6,591
Payment of employment taxes related to release of restricted stock awards	(14,886		)	(7,024		)	(8,823		)
Repurchase of common stock	(60,065		)	(41,096		)	(1,645		)
Debt issuance or amendment costs	(3,273		)	(889		)	(23,890		)
Payments of earn-outs	—			(16,814		)	—
Net cash provided by (used in) financing activities(1)	(138,469		)	(174,065		)	331,108
Effect of exchange rate changes on cash and cash equivalents	1,763			(107		)	(1,467		)
Net Increase (Decrease) in Cash, Cash Equivalents and Restricted Cash	9,623			3,175			(7,845		)
Cash, Cash Equivalents and Restricted Cash at Beginning of Year	27,044			23,869			31,714
Cash, Cash Equivalents and Restricted Cash at End of Year	$	36,667		$	27,044		$	23,869

28

Supplemental Disclosure of Cash Flow Information
Cash paid for:
Income taxes	$	55,326	$	38,190	$	45,478
Interest	$	24,074	$	26,829	$	22,282
Non-Cash Investing and Financing Activities:
Equity consideration for acquisition	$	—	$	—	$	30,183
Stock option exercises	$	—	$	—	$	2,174
Acquisition of property and equipment through accounts payable	$	2,313	$	438	$	989
Unsettled repurchases of common stock	$	—	$	1,995	$	—

__________

(1) Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). The Company elected to present retrospectively its gross excess tax benefits as cash flows from operating activities in the consolidated statements of cash flows for all periods presented, which increased cash flows from operating activities and decreased cash flows from financing activities by $3.1 million and $6.6 million for the years ended December 31, 2016 and 2015 respectively, see “Note 2. Accounting Standards Update”.

See notes to consolidated financial statements.

29

ON ASSIGNMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of On Assignment, Inc. and its wholly-owned subsidiaries (the “Company”). All intercompany accounts and transactions have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition. Revenues from contract assignments, net of billing adjustments and discounts, are recognized when earned, based on hours worked by the Company’s contract professionals. Permanent placement revenues (direct hire and conversion fees) are recognized as revenues when employment candidates or contract professionals begin permanent employment. The Company records a sales allowance against consolidated revenues for estimated billing adjustments based on historical experience. The billing adjustment reserve includes an allowance for fallouts, which are permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less. When a fallout occurs the Company will generally find a replacement candidate at no additional cost to the client. The Company includes reimbursed expenses in revenues and the associated amounts of expenses in costs of services.

The Company has direct contractual relationships with its customers, bears the risks and rewards of the transactions and has the discretion to select the contract professionals and establish the price of services provided, as such the Company is a principal and recognizes revenues on a gross basis.

Costs of Services. Costs of services include direct costs of contract assignments consisting primarily of payroll, payroll taxes and benefit costs for the Company’s contract professionals. Costs of services also include assignment expenses, many of which are reimbursable by the client.

Income Taxes. Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

The Company makes a comprehensive review of its uncertain tax positions regularly. An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed return, or planned to be taken in a future tax return or claim that has not been reflected in measuring income tax expense for financial reporting purposes. The Company recognizes the tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination on the basis of the technical merits or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired.

Foreign Currency Translation. The functional currency of the Company’s foreign operations is their local currency, and as such, their assets and liabilities are translated into U.S. dollars at the rate of exchange in effect on the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during each monthly period. The related translation adjustments are recorded as cumulative foreign currency translation adjustments in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses resulting from foreign currency transactions, which are not material, are included in selling, general and administrative (“SG&A”) expenses in the consolidated statements of operations and comprehensive income.

Cash, Cash Equivalents and Restricted Cash. The Company considers all money market funds and highly liquid investments with maturities of three months or less when purchased to be cash equivalents, and from time to time it may include restricted cash related to the Company's deferred compensation plan.

Accounts Receivable Allowances. The Company estimates an allowance for (i) expected credit losses (the inability of customers to make required payments), (ii) assignment revenue billing adjustments (e.g., bill rate adjustments, time card adjustments, early pay discounts) and (iii) fallouts (permanent placements that do not complete the contingency period, which is typically 90 days or less). These estimates are based on a combination of past experience and current trends. In estimating the allowance for expected credit losses consideration is given to the current aging of receivables and a specific review for potential bad debts. The resulting bad debt expense is included in SG&A expenses and assignment revenue billing adjustments and fallouts are reported as reductions to revenues in the consolidated statements of operations and comprehensive income. Receivables are written-off when deemed uncollectible.

Leases. Office space leases range from six months to 11 years. Rent expense is recognized on a straight-line basis over the lease term. Differences between the straight-line rent expense and amounts payable under the leases are recorded as deferred rent which is included in other current liabilities and other long-term liabilities, as appropriate, in the consolidated balance sheets. This includes the impact of both scheduled rent increases and free or reduced periods. Allowances provided by landlords for leasehold improvements are included in deferred rent.

30

Property and Equipment. Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Leasehold improvements are amortized over the shorter of the life of the related asset or the remaining term of the lease. Costs associated with customized internal-use software systems that have reached the application development stage and meet recoverability tests are capitalized and include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the application development.

Business Combinations. Assets acquired and liabilities assumed are measured at their estimated fair values as of the acquisition date. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows and estimates made by management. Accordingly, these can be affected by future performance and other factors, which may cause final amounts to differ materially from original estimates. The preliminary estimates of the fair value of assets acquired and liabilities assumed are subject to change during a one-year measurement period. Adjustments to these preliminary estimates that are identified during the one-year measurement period are recognized in the reporting period in which the adjustments are determined.

The excess of consideration transferred over the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the combination as of the acquisition date. Acquisition-related costs are expensed as incurred.

Goodwill and Identifiable Intangible Assets. Goodwill and indefinite-lived intangible assets (consisting entirely of trademarks) are tested for impairment on an annual basis as of October 31. Interim testing of goodwill and indefinite-lived intangible assets for impairment also occurs whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying value.

Goodwill is tested at the reporting unit level which is generally an operating segment or one level below the operating segment level where a business operates and for which discrete financial information is available and reviewed by segment management. The Company may first assess qualitative factors (Step 0) to determine whether it is necessary to perform a quantitative goodwill impairment test. If it is determined that a quantitative test is required (Step 1), the Company determines the fair value of each reporting unit by weighting fair value estimates using three accepted valuation methodologies: (i) an income approach, specifically a discounted cash flow analysis, (ii) a market approach, specifically the guideline company method and (iii) another market approach, specifically the similar transactions method. If after performing Step 1 of the goodwill impairment test, the fair value of equity of any reporting unit does not exceed the carrying value of equity, the Company performs a second step (“Step 2”) of the goodwill impairment test for that reporting unit. Step 2 measures the amount of goodwill impairment by comparing the implied fair value of the respective reporting unit's goodwill after estimating the fair value of specifically identifiable intangible assets, with the carrying value of that goodwill. The implied fair value of goodwill is determined using the same approach utilized to estimate the amount of goodwill recognized in a business combination.

A qualitative analysis is performed for trademarks to determine if there were any indicators that the carrying value might not be recovered. A quantitative analysis may be performed in order to test the trademarks for impairment. If a quantitative analysis is necessary, an income approach, specifically a relief from royalty method, is used to estimate the fair value of the trademarks. Principal factors used in the relief from royalty method that require judgment are projected net sales, discount rates, royalty rates and terminal growth assumptions. The estimated fair value of each trademark is compared to its carrying value to determine if impairment exists.

Finite-lived intangible assets are amortized over their useful lives and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Customer relationships and favorable contracts are amortized based on the annual cash flows observed in the valuation of the asset which generally accelerates the amortization into the earlier years reflective of the economic life of the asset. Contractor relationships, non-compete agreements and in-use software are amortized using the straight-line method.

There were no impairments of goodwill, trademarks or finite-lived intangible assets in 2017, 2016 and 2015.

Impairment or Disposal of Long-Lived Assets. The Company evaluates long-lived assets, other than goodwill and identifiable intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the sum of the undiscounted future cash flows is less than the carrying amount of the asset, in which case a write-down is recorded to reduce the related asset to its estimated fair value. There were no significant impairments of long-lived assets in 2017, 2016 and 2015.

Workers’ Compensation Loss Reserves. The Company carries retention policies for its workers’ compensation liability exposures. Under these policies, the Company pays a base premium plus actual losses incurred, not to exceed certain stop-loss limits. The Company is insured for losses above these limits, both per occurrence and in the aggregate. The Company estimates its workers' compensation loss reserves based on a third party actuarial study based on claims filed and claims incurred but not reported. The Company accounts for claims incurred but not yet reported based on estimates derived from historical claims experience and current trends of industry data. Changes in estimates and differences in estimates and actual payments for claims are recognized in the period that the estimates changed or the payments were made.

Contingencies. The Company records an estimated loss from a loss contingency when information available prior to issuance of its financial statements indicates it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies, such as legal settlements and workers’ compensation matters, requires the Company to use judgment.

31

Stock-Based Compensation. The Company records compensation expense for restricted stock awards and restricted stock units based on the fair market value of the awards on the date of grant. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The Company accounts for stock options granted and employee stock purchase plan shares based on an estimated fair market value using a Black-Scholes option valuation model. This methodology requires the use of subjective assumptions including expected stock price volatility and the estimated life of each award. The fair value of equity-based compensation awards less the estimated forfeitures is amortized over the vesting period of the award.

Concentration of Credit Risk. Financial instruments that potentially subject the Company to credit risks consist primarily of cash, cash equivalents and restricted cash and trade receivables. The Company places its cash and cash equivalents in low risk investments with quality credit institutions and limits the amount of credit exposure with any single institution above FDIC insured limits. Concentration of credit risk with respect to accounts receivable is limited because of the large number of geographically dispersed customers, thus spreading the trade credit risk. The Company performs ongoing credit evaluations to identify risks and maintains an allowance to address these risks.

2.Accounting Standards Update

Recently Adopted Accounting Pronouncements

Effective January 1, 2017, the Company adopted Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than in the consolidated balance sheet within additional paid-in capital. This change in accounting for excess tax benefits and deficiencies is applied prospectively to the consolidated statements of operations and comprehensive income. The Company elected to present retrospectively its gross excess tax benefits as cash flows from operating activities in the consolidated statements of cash flows. The adoption of ASU 2016-09 did not have an impact on the opening balance of retained earnings. The Company elected to continue to estimate expected forfeitures to determine the amount of stock-based compensation expense to be recognized. During 2017, the Company recognized net excess tax benefits of $4.5 million ($0.09 per diluted share), which reduced the provision for income taxes and increased income from continuing operations and net income. In the years ended December 31, 2016 and 2015, the Company reclassified $3.1 million and $6.6 million, respectively, gross excess tax benefits related to stock-based compensation out of cash flows from financing activities and into cash flows from operating activities.

Effective December 31, 2017, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230). This standard prescribes amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and end-of-period total amounts shown on the statement of cash flows. Prior to this standard there was no specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. This standard should be applied using a retrospective transition method for each period presented. The adoption of this standard did not have a significant impact on the Company’s financial statements.

Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a comprehensive new revenue recognition model designed to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional quantitative and qualitative disclosures. The Company has completed its analysis and adopted the new standard effective January 1, 2018 using the modified retrospective method. The modified retrospective method requires entities to apply the new revenue standard only to the current-year in which the standard is first implemented. Upon adoption, the Company did not have an opening retained earnings adjustment. The Company will change its presentation of the allowance for fallouts (permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less) on its consolidated balance sheets, which is currently included in accounts receivable allowances and the balance is $1.5 million as of December 31, 2017; under the new standard these are considered contract liabilities and upon adoption of the standard they will be presented as liabilities on the Company’s consolidated balance sheet. Aside from this change, the adoption of this standard is not expected to have a material impact on its consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The Company is required to adopt this standard effective January 1, 2019. The Company commenced its assessment of the new standard during the fourth quarter of 2017, developed a project plan to guide the implementation and is evaluating the impact the new standard will have on its consolidated financial statements.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The Company adopted this standard on January 1, 2018 and its application did not have a material impact on its consolidated financial statements.

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In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. The new guidance eliminates Step 2 of the goodwill impairment test which requires companies to calculate the implied fair value of goodwill, determined in the same manner as the amount of goodwill recognized in a business combination and using a hypothetical purchase price allocation. Under the new guidance, goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company is required to adopt this standard on January 1, 2020, and early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. The amendments in this ASU will be applied prospectively to awards modified on or after the adoption date. The Company adopted this standard on January 1, 2018 and its application did not have a material impact on its consolidated financial statements.

3. Property and Equipment

Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands):

	2017			2016
Computer hardware and software	$	115,444		$	96,138
Furniture, fixtures and equipment	17,556			14,956
Leasehold improvements	16,628			12,670
Work-in-progress	4,565			5,522
	154,193			129,286
Less -- accumulated depreciation	(96,197		)	(72,344		)
	$	57,996		$	56,942

Depreciation expense related to property and equipment was $25.2 million in 2017, $22.6 million in 2016 and $16.8 million in 2015 and is included in SG&A expenses.

The Company has capitalized costs related to its various technology initiatives. At December 31, 2017 and 2016, the net book value of the property and equipment related to computer software was $33.3 million and $31.8 million, respectively, which included work-in-progress of $3.2 million and $3.1 million, 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 is determined primarily by using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and future cash flows after the acquisition.

Stratacuity Acquisition

On August 8, 2017, the Company acquired all of the outstanding shares of StratAcuity Staffing Partners, Inc. ("Stratacuity") headquartered in New Hampshire for $25.9 million. Acquisition expenses of approximately $0.5 million were expensed in 2017 and included in SG&A expenses. Stratacuity was purchased to expand the Company's specialized clinical/scientific staffing solutions for biotechnology and pharmaceutical organizations. Goodwill associated with this acquisition totaled $17.5 million and is deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.6 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Stratacuity of $7.5 million and $0.6 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2017. The purchase accounting for this acquisition has been finalized. Stratacuity is included in the Apex segment.

LabResource Acquisition

On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. (“LabResource”) headquartered in Amsterdam, the Netherlands for $12.7 million. Acquisition expenses of approximately $0.4 million were expensed in 2015 and included in SG&A expenses. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition totaled $6.4 million and is not deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.5 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from LabResource of $7.7 million and $1.0 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. The purchase accounting this acquisition has been finalized. LabResource is included in the Oxford segment.

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Creative Circle Acquisition

On June 5, 2015, the Company acquired all of the outstanding shares of the holding company for Creative Circle, LLC (“Creative Circle”). Creative Circle, which is headquartered in Los Angeles, California, was purchased to expand the Company’s technical and creative staffing services. The purchase price consisted of $540.0 million in cash, $30.2 million of common stock (794,700 shares of the Company’s common stock) and estimated future contingent consideration which was valued at $13.8 million. Acquisition expenses of approximately $5.7 million were expensed in 2015 and included in SG&A expenses. Goodwill related to this acquisition totaled $358.0 million and is deductible for income tax purposes. The results of operations for Creative Circle have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Creative Circle of $167.2 million and $22.9 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. Creative Circle is included in the Apex segment.

The final value of the contingent consideration for Creative Circle was $15.8 million, an increase of $2.0 million from the initial valuation. This increase consisted of (i) accretion of discount, as the initial value was recorded on a discounted basis and (ii) an increase in the obligation due to higher than expected post-acquisition performance of the acquired business. The $15.8 million obligation was paid in 2016, of which $13.8 million was included in cash used in financing activities and $2.0 million in cash used in operating activities.

The purchase accounting for the Creative Circle acquisition has been finalized and the following table summarizes the consideration paid, assets acquired and liabilities assumed (in thousands):

Cash	$	4,840
Accounts receivable	34,386
Prepaid expenses and other current assets	4,462
Property and equipment	5,077
Goodwill	358,029
Identifiable intangible assets	194,500
Other	651
Total assets acquired	$	601,945
Total liabilities assumed	12,254
Total purchase price (1)	$	589,691

______

(1) Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.

The following table summarizes the Creative Circle acquired identifiable intangible assets (in thousands):

	Useful life
Contractor relationships	2 - 4 years	$	29,500
Customer relationships	2 - 10 years	90,700
Non-compete agreements	2 - 6 years	7,300
Favorable contracts	5 years	900
Trademarks	indefinite	66,100
Total identifiable intangible assets acquired		$	194,500

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5. Discontinued Operations

On February 1, 2015, the Company completed the sale of its Physician Segment for $123.0 million and recognized a gain on the sale of $25.7 million (net of income taxes of $14.4 million). The operating results of this segment are presented as discontinued operations in the consolidated statements of operations and comprehensive income for all periods presented.

Cash flows from discontinued operations are included in the accompanying consolidated statements of cash flows. There were no significant cash flows from operating activities related to discontinued operations during 2017 and 2016. The net cash used in operating activities that is attributable to the Physician Segment for the year ended December 31, 2015 was $1.8 million.

There were no significant operating results from discontinued operations during 2017 and 2016. The following is a summary of the operating results of all of the Company's discontinued operations for the year ended December 31, 2015 (in thousands):

Revenues	$	12,068
Costs of services	8,653
Gross profit	3,415
Selling, general and administrative expenses	2,385
Amortization of intangible assets	155
Income before income taxes	875
Provision for income taxes	350
Income from discontinued operations, net of income taxes	$	525

6. Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands):

	Apex		Oxford			Total
Balance as of December 31, 2015	$	644,617	$	230,289		$	874,906
Translation adjustment	—		(1,393		)	(1,393		)
Balance as of December 31, 2016	$	644,617	$	228,896		$	873,513
Stratacuity acquisition	17,467		—			17,467
Translation adjustment			3,115			3,115
Balance as of December 31, 2017	$	662,084	$	232,011		$	894,095

As of December 31, 2017 and 2016, the Company had the following acquired intangible assets (in thousands):

		2017						2016
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer relationships	2 - 10 years	$	202,588	$	119,272	$	83,316	$	196,204	$	98,804	$	97,400
Contractor relationships	2 - 5 years	71,121		59,174		11,947		69,721		50,528		19,193
Non-compete agreements	2 - 7 years	11,850		6,600		5,250		10,861		4,922		5,939
In-use software	6 years	18,900		12,816		6,084		18,900		9,666		9,234
Favorable contracts	5 years	900		673		227		900		453		447
		305,359		198,535		106,824		296,586		164,373		132,213
Not subject to amortization:
Trademarks		245,942		—		245,942		245,517		—		245,517
Total		$	551,301	$	198,535	$	352,766	$	542,103	$	164,373	$	377,730

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Amortization expense for intangible assets with finite lives was $33.4 millionin 2017,$39.6 millionin2016and$34.5 millionin2015. Estimated amortization for each of the next five years and thereafter follows (in thousands):

2018	$	30,322
2019	23,287
2020	15,613
2021	12,753
2022	8,044
Thereafter	16,805
	$	106,824

7. Long-Term Debt

At December 31, 2017 and 2016, long-term debt consisted of the following (in thousands):

	2017			2016
$200 million revolving credit facility, due February 21, 2022	$	—		$	—
Term B loan facility, due June 5, 2022	588,000			656,000
	588,000			656,000
Unamortized deferred loan costs	(12,787		)	(15,645		)
	$	575,213		$	640,355

In 2015, the Company entered into a $975.0 million credit facility consisting of (i) an $825.0 million seven-year term B loan facility and (ii) a $150.0 million revolving credit facility.

The facility was amended four separate times. The first amendment was on August 5, 2016, resulting in a reduction of 25 basis points in the interest rate for the term B loan facility and the Company incurred $0.9 million in third-party fees, which were included in interest expense in 2016. The second amendment was on February 21, 2017, which resulted in (i) a reduction of 50 basis points in the interest rate for the term B loan facility, (ii) an increase in the borrowing capacity of the revolving credit facility from $150.0 million to $200.0 million and (iii) extension of the maturity date for the revolving credit facility to February 21, 2022. The third amendment was on August 22, 2017, which resulted in a reduction of 25 basis points in the interest rate for the term B loan facility. The fourth amendment was on September 22, 2017, which resulted in (i) a reduction of 25 to 50 basis points in the interest rate on the revolving credit facility, depending on leverage levels and (ii) a reduction of five basis points on the commitment fee for the undrawn portion. Related to the 2017 amendments the Company incurred $3.3 million in third-party fees, of which $2.7 million was included in interest expense and the remainder was capitalized and will be amortized over the term of the revolving credit facility.

Borrowings under the term B loan bear interest at LIBOR plus 2.00 percent. Borrowings under the revolving credit facility bear interest at LIBOR plus 1.25 to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. A commitment fee of 0.20 to 0.35 percent is payable on the undrawn portion of the revolving credit facility. At December 31, 2017, the interest rate on the term B loan was 3.6 percent and there were no borrowings under the revolving credit facility.

Under terms of the credit facility, the Company is required to make minimum quarterly payments of $2.1 million and mandatory prepayments from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events, subject to specified exceptions. Due to principal payments made through December 31, 2017, no additional minimum quarterly payments are required. The credit facility includes various restrictive covenants including the maximum ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") (4.00 to 1.00 as of December 31, 2017, and steps down at regular intervals to 3.25 to 1.00 on March 31, 2019). The credit facility also contains certain customary limitations including, among other terms and conditions, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions and declare dividends.

At December 31, 2017 the Company was in compliance with its debt covenants; its ratio of consolidated funded debt to consolidated EBITDA was 1.89 to 1.00, and it had $195.6 million available borrowing capacity under its revolving credit facility.

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8. Commitments and Contingencies

The Company leases its facilities and certain office equipment under operating leases, which expire at various dates through 2025. Certain leases contain rent escalations or renewal options or both. Rent expense for all significant leases is recognized on a straight-line basis. Rent expense is included in SG&A expenses and was $26.4 million, $25.6 million and $21.6 million in 2017, 2016 and 2015, respectively. The balance of the deferred rent liability reflected in other current liabilities in the accompanying consolidated balance sheets was $1.2 million and $0.6 million at December 31, 2017 and 2016, respectively, and the balance reflected in other long-term liabilities was $5.0 million and $5.2 million, at December 31, 2017 and 2016, respectively.

The following is a summary of the Company's specified contractual cash obligations as of December 31, 2017, excluding current liabilities that are included in the consolidated balance sheet (in thousands):

	Operating Leases		Related Party Leases		Purchase Obligations		Total
2018	$	20,387	$	1,302	$	10,283	$	31,972
2019	17,520		1,282		8,362		27,164
2020	14,698		1,314		1,055		17,067
2021	12,146		1,347		—		13,493
2022	8,089		1,380		—		9,469
Thereafter	7,267		2,618		—		9,885
Total	$	80,107	$	9,243	$	19,700	$	109,050

As a result of the Apex Systems acquisition, the Company leasestwoproperties owned by certain board members and an executive of the Company. Rent expense for these two properties was $1.3 million for each of the years2017,2016and2015.

Purchase obligations are non-cancelable job board service agreements, software maintenance and license agreements and software subscriptions.

The workers' compensation loss reserves were $2.1 million and $1.8 million, net of anticipated insurance and indemnification recoveries of $12.7 million and $14.0 million, at December 31, 2017 and 2016, respectively. The Company has unused stand-by letters of credit outstanding to secure obligations for workers’ compensation claims with various insurance carriers. The unused stand-by letters of credit at December 31, 2017 and December 31, 2016 were $4.4 million and $4.0 million, respectively.

Certain employees participate in the Company’s Amended and Restated Change in Control Severance Plan, or have separate agreements that provide for certain benefits in the event of termination at the Company's convenience or following a change in control, as defined by the plan or agreement. Generally, these benefits are based on the employee’s position with the Company and include severance, continuation of health insurance and a pro rata bonus.

Legal Proceedings

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 consolidated financial statements.

9. Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (“TCJA”). In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income. The estimate is provisional and includes a net benefit of $33.4 million for the re-measurement of deferred tax assets and liabilities, offset by a charge of $1.6 million for the transition tax on the deemed dividend on foreign earnings and a charge of $0.4 million related to certain other impacts of the TCJA. The Company will continue to evaluate and analyze the impact of the legislation. The $31.4 million is provisional and may be materially adjusted based on additional analysis and guidance from the U.S. Department of Treasury.

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The provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	33,623		$	38,103		$	31,295
State	7,717			6,685			5,837
Foreign	2,725			2,672			2,048
	44,065			47,460			39,180
Deferred:
Federal and State	(4,726		)	13,169			11,520
Foreign	(120		)	(426		)	(209		)
	(4,846		)	12,743			11,311
	$	39,219		$	60,203		$	50,491

Income from continuing operations before income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017		2016		2015
United States	$	184,168	$	148,402	$	116,011
Foreign	12,925		8,997		5,902
	$	197,093	$	157,399	$	121,913

The components of deferred tax assets (liabilities) are as follows (in thousands):

	December 31,
	2017			2016
Intangibles	$	(73,921	)	$	(88,832	)
Depreciation expense	(9,851		)	(14,383		)
Allowance for doubtful accounts	2,615			3,185
Employee-related accruals	2,616			10,156
Stock-based compensation	4,766			9,300
Other	4,339			6,239
Net operating loss carryforwards	1,255			1,262
Valuation allowance	(1,255		)	(1,209		)
	$	(69,436	)	$	(74,282	)

The reconciliation between the amount computed by applying the U.S. federal statutory tax rate of 35.0 percent to income before income taxes and the income tax provision is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax provision at the statutory rate	$	68,983		$	55,089		$	42,669
State income taxes, net of federal benefit	6,751			4,873			4,559
Disallowed meals and entertainment expenses	1,854			1,814			1,718
Excess stock-based compensation benefit	(4,241		)	(165		)	(168		)
Impact of TCJA	(31,420		)	—			—
Other	(2,708		)	(1,408		)	1,713
	$	39,219		$	60,203		$	50,491

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As of December 31, 2017, the Company had no federal net operating losses, no state net operating losses, and $5.7 million of foreign net operating losses which begin to expire in 2021. The foreign net operating losses in the United Kingdom and Spain can be carried forward indefinitely. The Company has recorded a valuation allowance of approximately $1.2 million at December 31, 2017 and 2016, related to net operating loss carryforwards.

The Company has not provided deferred income taxes on undistributed earnings of its foreign subsidiaries as it intends to reinvest these earnings indefinitely. At December 31, 2017, undistributed earnings of foreign subsidiaries were $7.9 million. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to state income and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexities associated with this hypothetical calculation.

The Company had gross deferred tax assets of $18.6 million and $34.4 million and gross deferred tax liabilities of $86.8 million and $107.5 million at December 31, 2017 and 2016, respectively. Management has determined the gross deferred tax assets are realizable, with the exception of foreign net operating losses discussed above.

At December 31, 2017, 2016 and 2015, there were $0.4 million, $1.3 million and $0.8 million of unrecognized tax benefits, respectively, that if recognized would affect the annual effective tax rate. The gross unrecognized tax benefits are included in other long-term liabilities. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties recognized in the financial statements is not significant. The Company believes that it is reasonably possible that a decrease of $0.1 million in unrecognized tax benefits may be recognized by the end of 2018 as a result of a lapse in the statute of limitations. The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands):

	Year Ended December 31,
	2017			2016		2015
Unrecognized tax benefit beginning of year	$	1,293		$	814	$	848
Gross increases - tax positions in current year	71			—		—
Gross increases - tax positions in prior year	—			479		—
Gross decreases - tax positions in prior year	(254		)	—		(34		)
Lapse of the statute of limitations	(680		)	—		—
Unrecognized tax benefit end of year	$	430		$	1,293	$	814

The Company is subject to taxation in the United States and various states and foreign jurisdictions. The IRS has completed an examination of the Company's U.S. income tax return for 2014, resulting in no changes. The Company remains subject to U.S. federal income tax examinations for 2014 and subsequent years. For major U.S. states, with few exceptions, and generally for the foreign tax jurisdictions, the Company remains subject to examination for 2013 and subsequent years.

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10. Earnings per Share

Basic earnings per share are computed using the weighted average number of shares outstanding and diluted earnings per share are computed using the weighted average number of shares and dilutive share equivalents (consisting of non-qualified stock options, restricted stock units and employee stock purchase plan contributions) outstanding during the periods using the treasury stock method.

The following is a reconciliation of the shares used to compute basic and diluted earnings per share (in thousands):

	Year Ended December 31,
	2017	2016	2015
Weighted average number of common shares outstanding used to compute basic earnings per share	52,503	53,192	52,259
Dilutive effect of stock-based awards	702	555	746
Number of shares used to compute diluted earnings per share	53,205	53,747	53,005

There were no significant share equivalents outstanding as of December 31, 2017, 2016 and 2015 that were anti-dilutive when applying the treasury stock method.

11. Stockholders' Equity

On January 16, 2015, the Company's Board of Directors approved a $100.0 million share repurchase program. During 2015, the Company repurchased 43,000 shares of its common stock at a cost of $1.6 million. All shares repurchased under this program were retired, which resulted in a reduction of $0.4 million in paid-in capital and a reduction of $1.2 million in retained earnings.

The Company's stock-based compensation plans accept shares of the Company's common stock as payment for the exercise price of stock options. During 2015 the Company received 46,174 shares, with a $2.2 million value, as payment for the exercise of stock options. Those shares were retired upon receipt, which resulted in a reduction of $0.8 million in paid-in capital and a reduction of $1.4 million in retained earnings.

On June 5, 2015, the Company issued 0.8 million shares of its common stock valued at $30.2 million, in connection with the acquisition of Creative Circle.

On June 10, 2016, the Board of Directors approved a $150.0 million, two-year stock repurchase program. This program superseded the previous $100.0 million repurchase authorization. During 2016, the Company repurchased 1.1 million shares of its common stock at a cost of $43.1 million. All shares repurchased under this program were retired, which resulted in a reduction of $11.9 million in paid-in capital and a reduction of $31.2 million in retained earnings.

During 2017, the Company repurchased 1.2 million shares of its common stock at a cost of $58.1 million under the existing stock repurchase program. All shares repurchased under this program were retired, which resulted in a reduction of $13.2 million in paid-in capital and a reduction of $44.8 million in retained earnings. The remaining authorized amount under the repurchase program at December 31, 2017 is $48.8 million.

The balances of accumulated other comprehensive income (loss) at December 31, 2017, 2016 and 2015 and the activity within those years was primarily comprised of foreign currency translation adjustments.

12. Stock-Based Compensation and Other Employee Benefit Plans

Effective June 3, 2010, the stockholders of the Company approved the adoption of the On Assignment, Inc. 2010 Incentive Award Plan, (the “2010 Plan”). This plan permits the grant of stock options, including incentive stock options, nonqualified stock options, restricted stock awards, dividend equivalent rights, stock payments, deferred stock, restricted stock units (“RSUs”), performance shares and other incentive awards, stock appreciation rights and cash awards to its employees, directors and consultants. As of December 31, 2017, there were 2,130,289 shares available for issuance under the 2010 Plan.

Effective May 15, 2012, the Board of Directors adopted the 2012 Employment Inducement Incentive Award Plan, (the “2012 Plan”). This plan allows for grants of stock to employees as employment inducement awards pursuant to New York Stock Exchange rules. The terms of the 2012 Plan are similar to the 2010 Plan. As of December 31, 2017, there were 191,392 shares available for issuance under the 2012 Plan.

The Company believes that stock-based compensation aligns the interests of its employees and directors with those of its stockholders. Stock-based compensation provides incentives to retain and motivate executive officers and key employees responsible for driving Company performance and maintaining important relationships that contribute to the growth of the Company.

Stock-based compensation expense was $24.0 million, $27.0 million and $22.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in SG&A expenses.

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Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies related to stock-based compensation are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than in paid-in capital. This change in accounting for excess tax benefits and deficiencies was applied prospectively. The Company recognized $4.5 million of excess tax benefits in its 2017 consolidated statement of operations and comprehensive income. The Company recognized $2.7 million and $6.6 million of excess tax benefits in its consolidated statements of stockholders' equity for 2016 and 2015, respectively.

Restricted Stock Units

The fair value of each RSU is based on the fair market value of the awards on the grant date and the Company records compensation expense based on this value, net of a forfeiture rate. The forfeiture rate estimates the number of awards that will eventually vest and is based on historical vesting patterns for RSUs.

A summary of the status of the Company’s unvested RSUs as of December 31, 2017 and changes during the year then ended are presented below:

	Service Conditions		Performance and Service Conditions		Total		Weighted Average Grant-Date Fair Value Per Unit
Unvested RSUs outstanding at December 31, 2016	279,262		916,593		1,195,855			$	38.78
Granted	120,914		320,406		441,320			$	49.62
Vested	(179,223	)	(525,517	)	(704,740	)		$	38.84
Forfeited	(13,182	)	(59,280	)	(72,462	)		$	40.82
Unvested RSUs outstanding at December 31, 2017	207,771		652,202		859,973			$	44.29
Unvested and expected to vest RSUs outstanding at December 31, 2017	191,205		615,460		806,665			$	44.15

The total number of shares vested in the table above includes 291,368 shares surrendered by the employees to the Company for payment of income taxes. The surrendered shares are available for issuance under the 2010 Plan.

In December 2017, the Company converted certain RSUs for 11 executive officers to Restricted Stock Awards ("RSAs") and accelerated the vesting of these RSAs and certain other RSUs. The original vesting dates for these awards were in early January 2018. The awards were accelerated as a tax planning strategy and there was no incremental stock-based compensation expense as a result of this acceleration.

The weighted-average grant-date fair value of RSUs granted during 2017, 2016 and 2015 was $49.62, $36.07 and $40.49 per award, respectively. The fair value of RSUs that vested during 2017, 2016 and 2015, was $37.8 million, $21.7 million and $24.3 million, respectively.

As of December 31, 2017, there was unrecognized compensation expense of $21.5 million related to unvested RSUs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of two years.

Liability Awards

The Company's outstanding liability awards have a performance component and vest in one year from the date of grant. The performance goals are approved by the Compensation Committee of the Company’s Board of Directors. The Company classifies these awards as liabilities until the number of shares is determined, in accordance with the grant. The number of shares is determined by dividing the final award liability balance by the Company’s closing stock price on the settlement dates. This liability is included in other accrued expenses in the accompanying consolidated balance sheets.

The following table summarizes the balance of liability awards and expense during the years presented (in thousands):

	2017			2016		2015
Balances of liability awards at beginning of year	$	465		$	—	$	1,453
Expense for grants	470			465		—
Settled	(935		)	—		(1,453		)
Balance of liability awards at end of year	$	—		$	465	$	—

There was no unrecognized compensation expense for liability awards as of December 31, 2017.

41

Stock Options

The Company has not granted any stock options since 2012. The fair value of stock option grants was estimated on the grant date using the Black-Scholes option pricing model. The Company records compensation expense based on this value. The following summarizes pricing and term information for options outstanding as of December 31, 2017:

					Options Outstanding					Options Exercisable
					Number Outstanding at	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price			Number Exercisable at	Weighted Average Exercise Price
Range of Exercise Prices					December 31, 2017					December 31, 2017
$	4.44	-	$	7.31	25,653	1.6		$	6.25	25,653		$	6.25
$	7.39	-	$	7.39	3,500	2.3		$	7.39	3,500		$	7.39
$	8.26	-	$	8.26	12,023	3.0		$	8.26	12,023		$	8.26
$	10.46	-	$	10.46	16,494	3.9		$	10.46	16,494		$	10.46
$	16.51	-	$	16.51	75,000	4.7		$	16.51	75,000		$	16.51
$	4.44	-	$	16.51	132,670	3.8		$	12.79	132,670		$	12.79

The following table is a summary of stock option activity during 2017:

	Non- Qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2016	169,919		$	12.10		4.3	$	5,448,000
Exercised	(36,561	)	$	9.60
Canceled	(688	)	$	12.19
Outstanding at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Vested and Expected to Vest at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Exercisable at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000

The total intrinsic value of options exercised during 2017, 2016 and 2015 was $1.5 million, $4.7 million and $10.9 million, respectively.

Employee Stock Purchase Plan

Effective June 3, 2010, the stockholders of the Company approved the On Assignment 2010 Employee Stock Purchase Plan (the “ESPP”) for issuance of up to 3,500,000 shares of common stock. The ESPP allows eligible employees to purchase common stock of the Company, through payroll deductions, at a 15 percent discount of the lower of the market price on the first day or the last day of the semi-annual purchase periods. The ESPP is intended to qualify as an employee stock purchase plan under the Internal Revenue Service (“IRS”) Code Section 423. Eligible employees may contribute up to a certain percentage set by the plan administrator of their eligible earnings toward the purchase of the stock (subject to certain IRS limitations). As of December 31, 2017, there were 2,085,855 shares available for issuance under the ESPP.

Shares of common stock are transferred to participating employees at the conclusion of each six-month offering period, which ends on the last business day of the month in March and September each year. Compensation expense is measured using a Black-Scholes option-pricing model. The table below presents the average fair value per share of shares purchased and the compensation expense under the ESPP (dollars in thousands, except per share amounts):

Year Ended December 31,	Average fair value per share	Shares	Expense
2017	$9.71	214,466	$	2,092
2016	$9.05	242,303	$	2,497
2015	$7.77	204,401	$	1,586

42

Deferred Compensation Plan

The Company has a Deferred Compensation Plan (the "Plan") that became effective on June 1, 2017, pursuant to which eligible management and highly compensated key employees, as defined by IRS regulations, may elect to defer a portion of their compensation to later years. These deferrals are immediately vested and are subject to investment risk and a risk of forfeiture under certain circumstances. Participants may choose from various investment options representing a broad range of asset classes. The Company established a rabbi trust to fund the Plan and at December 31, 2017 there was $2.2 million of deferred compensation in the rabbi trust, which is included in cash, cash equivalents and restricted cash, with a corresponding balance in other current liabilities in the accompanying consolidated balance sheet.

Employee Defined Contribution Plans

The Company maintains various 401(k) retirement savings plans for the benefit of our eligible U.S. employees. Under terms of these plans, eligible employees are able to make contributions to these plans on a tax-deferred basis. The Company makes matching contributions, some of which are discretionary. The Company made contributions to the 401(k) plans of $7.5 million, $5.6 million and $7.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.

13. Business Segments

On Assignment provides services through two operating segments, the Apex Segment and the Oxford Segment, with each addressing different sectors of the professional staffing and IT services market with distinct go-to-market strategies attuned to those sectors. The Apex Segment provides a broad spectrum of technical, digital, creative and scientific professionals for contract, contract-to-hire and permanent placement positions to Fortune 1000 and mid-market clients across the United States and Canada. The businesses in this segment include Apex Systems, Apex Life Sciences and Creative Circle. The Oxford Segment provides specialized staffing and permanent placement services in select skill and geographic markets. The businesses in this segment include Oxford, CyberCoders and Life Sciences Europe.

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 used for corporate management purposes. The Company's management does not evaluate, manage or measure performance of segments using asset information and such information is not readily available. Accordingly, assets by reportable segment are not disclosed.

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

	Year ended December 31, 2017
	Apex		Oxford		Corporate(1)			Total
Revenues	$	2,037,154	$	588,770	$	—		$	2,625,924
Gross profit	606,294		243,779		—			850,073
Operating income	222,010		53,787		(51,061		)	224,736
Amortization	29,361		4,083		—			33,444

	Year ended December 31, 2016
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,836,488	$	603,925	$	—		$	2,440,413
Gross profit	548,421		246,762		—			795,183
Operating income	195,133		51,294		(56,701		)	189,726
Amortization	34,359		5,269		—			39,628

	Year ended December 31, 2015
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,493,608	$	571,400	$	—		$	2,065,008
Gross profit	439,586		239,159		—			678,745
Operating income	151,450		59,059		(58,401		)	152,108
Amortization	28,371		6,096		—			34,467

(1) Corporate expenses primarily consist 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.

43

The following table presents revenues by type (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Assignment	$	2,496,314	$	2,312,271	$	1,947,001
Permanent placement	129,610		128,142		118,007
	$	2,625,924	$	2,440,413	$	2,065,008

The Company operates internationally, with operations in the United States, Europe and Canada. The following table presents revenues by geographic location (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Domestic	$	2,494,446	$	2,324,713	$	1,972,888
Foreign	131,478		115,700		92,120
	$	2,625,924	$	2,440,413	$	2,065,008

The following table presents long-lived assets by geographic location (in thousands):

	December 31,
	2017		2016
Long-lived assets:
Domestic	$	56,137	$	55,801
Foreign	1,859		1,141
	$	57,996	$	56,942

14. Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll and contractor professional pay approximate their fair value based on their short-term nature. Long-term debt recorded in the Company’s consolidated balance sheets at December 31, 2017 was $575.2 million (net of $12.8 million of unamortized deferred loan costs, see “Note 7. Long-Term Debt”). The fair value of the term B loan was determined using Level 1 inputs (quoted prices in active markets for identical liabilities) from the fair value hierarchy. The fair value of the term B loan was $591.7 million as of December 31, 2017.

Certain acquisitions included obligations to pay contingent consideration in cash if specific performance targets were met. There were no remaining contingent consideration obligations as of December 31, 2016. The following table summarizes the changes in the balance of contingent consideration for the year ended December 31, 2016 (in thousands):

Balance at beginning of year	$	(20,981	)
Additions for acquisitions	—
Payments on contingent consideration	21,594
Fair value adjustments	(613		)
Balance at end of year	$	—

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., when there is evidence of impairment). For2017 and 2016, no fair value adjustments were required for non-financial assets or liabilities.

44

15. Unaudited Quarterly Results

The following tables present unaudited quarterly financial information (in thousands, except per share amounts). In the opinion of the Company’s management, the quarterly information contains all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation thereof. The operating results for any quarter are not necessarily indicative of the results for any future periods.

	Quarter Ended											Year Ended Dec. 31,
2017	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(1)
Revenues	$	626,528	$	653,313		$	667,048		$	679,035		$	2,625,924
Gross profit	198,144		212,937			218,315			220,677			850,073
Income from continuing operations	22,382		33,236			34,879			67,377			157,874
Income (loss) from discontinued operations, net of income taxes	9		(139		)	(23		)	(46		)	(199		)
Net income	$	22,391	$	33,097		$	34,856		$	67,331		$	157,675
Per share income from continuing operations and net income:
Basic	$	0.43	$	0.63		$	0.66		$	1.29		$	3.01
Diluted	$	0.42	$	0.62		$	0.66		$	1.28		$	2.97

	Quarter Ended											Year Ended Dec. 31,
2016	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(2)
Revenues	$	582,040	$	608,088		$	629,401		$	620,884		$	2,440,413
Gross profit	187,782		202,086			207,120			198,195			795,183
Income from continuing operations	17,348		26,013			29,775			24,060			97,196
Income (loss) from discontinued operations, net of income taxes	53		(9		)	(7		)	(32		)	5
Net income	$	17,401	$	26,004		$	29,768		$	24,028		$	97,201
Per share income from continuing operations and net income:
Basic	$	0.33	$	0.49		$	0.56		$	0.45		$	1.83
Diluted	$	0.32	$	0.48		$	0.55		$	0.45		$	1.81

 ______

(1) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the TCJA. In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income, see “Note 9. Income Taxes”.

(2) The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.

16. Subsequent Events

On January 31, 2018, the Company entered into a definitive agreement to acquire ECS Federal, LLC, a Delaware limited liability company (“ECS”) for $775.0 million in cash. ECS is one of the largest privately-held government services contractors and delivers cyber security, cloud, DevOps, IT modernization and advanced science and engineering solutions to government enterprises. The acquisition is subject to various customary regulatory approvals and closing conditions and is expected to close on April 2, 2018.

In connection with the pending acquisition, the Company entered into a commitment letter with Wells Fargo Bank, National Association (“WFB”) and Wells Fargo Securities, LLC. The commitment letter includes a $1.6 billion commitment from WFB for a credit facility to be comprised of a $200.0 million revolving credit facility (undrawn at close, other than for letters of credit) and a $1.4 billion term loan. The proceeds of the term loan will be used to finance the purchase price, amend the Company’s existing debt and pay for acquisition costs.

45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of On Assignment, Inc.

Calabasas, California

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of On Assignment, Inc. and subsidiaries (the “Company”) as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2017, of the Company and our report dated February 28, 2018, expressed an unqualified opinion on those financial statements and financial statement schedule.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 28, 2018

46

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, our management carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act). Based on this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report. The term “disclosure controls and procedures” means controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures 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 accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) for the Company. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, our Principal Executive and Principal Financial Officers, or persons performing similar functions and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that the transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

• Provide reasonable assurance regarding prevention of timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013). Based on our assessment and those criteria, management believes that the Company maintained effective internal control over financial reporting as of December 31, 2017. Our independent registered public accounting firm, Deloitte & Touche LLP, has included an attestation report on our internal control over financial reporting, which is included above.

Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the Company’s fourth quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B. Other Information

None.

47

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information responsive to this item will be set forth in the Company’s proxy statement for use in connection with its 2018 Annual Meeting of Stockholders (the “2018 Proxy Statement”) and is incorporated herein by reference. The 2018 Proxy Statement will be filed with the SEC within 120 days after the end of the Company’s fiscal year.

Item 11. Executive Compensation

Information responsive to this item will be set forth in the 2018 Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information responsive to this item will be set forth in the 2018 Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

Information responsive to this Item will be set forth in the 2018 Proxy Statement to be filed with the SEC within 120 days after the end of the Company’s fiscal year and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

Information responsive to this Item will be set forth in the 2018 Proxy Statement, to be filed with the SEC within 120 days after the end of the Company’s fiscal year and is incorporated herein by reference.

Item 15. Exhibits and Financial Statement Schedule

(a) List of documents filed as part of this report

1. Financial Statements:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets at December 31, 2017 and 2016

Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2017, 2016 and 2015

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2017, 2016 and 2015

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 2015

Notes to Consolidated Financial Statements

2. Financial Statement Schedule:

Schedule II—Valuation and Qualifying Accounts

Schedules other than those referred to above have been omitted because they are not applicable or not required under the instructions contained in Regulation S-X or because the information is included elsewhere in the financial statements or notes thereto.

48

ON ASSIGNMENT, INC. AND SUBSIDIARIES

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2017, 2016 and 2015

(In thousands)

			Additions
Description	Balance at beginning of year		Charged to costs and expenses	Charged to other accounts(1)	Deductions(2)		Balance at end of year
Year ended December 31, 2017
Allowance for doubtful accounts and billing adjustments	$	8,093	5,251	6,799	(10,234	)	$	9,909
Workers’ compensation loss reserves	$	15,784	2,908	—	(3,915	)	$	14,777
Year ended December 31, 2016
Allowance for doubtful accounts and billing adjustments	$	6,682	2,881	7,907	(9,377	)	$	8,093
Workers’ compensation loss reserves	$	15,020	2,693	—	(1,929	)	$	15,784
Year ended December 31, 2015
Allowance for doubtful accounts and billing adjustments	$	4,404	2,196	8,290	(8,208	)	$	6,682
Workers’ compensation loss reserves	$	15,564	2,117	—	(2,661	)	$	15,020

______

(1) Charges to other accounts include the provision for permanent placement fallouts and billing adjustments that have been deducted from revenues in the accompanying consolidated statements of operations and comprehensive income.

(2) Deductions from the allowance for doubtful accounts and billing adjustments include write-offs of uncollectible accounts receivable and permanent placements fallouts that have been charged against the allowance for doubtful accounts and billing adjustments. Deductions from workers’ compensation loss reserves include payments of claims and changes related to anticipated insurance and indemnification recoveries which have corresponding changes in the workers' compensation receivable balance in the accompanying consolidated balance sheets.

49

INDEX TO EXHIBITS

Number	Footnote	Description
2.1	(1)	Membership Interest Purchase Agreement, dated as of January 31, 2018, by and among On Assignment, Inc., ECS Federal Holding Co., Kapani Family 2012 Irrevocable Trust and LCSF L.P. (the “Principal Sellers”) and the management sellers party thereto
3.1	(2)	Amended and Restated Certificate of Incorporation of On Assignment, Inc., effective June 23, 2014
3.2	(3)	Second Amended and Restated Bylaws of On Assignment, Inc., effective September 21, 2016
4.1	(4)	Specimen Common Stock Certificate
10.1	(5)	Second Amended and Restated Credit Agreement, dated June 5, 2015, among On Assignment, Inc., as the Borrower, Wells Fargo Bank, National Association, as administrative agent and the other lenders party thereto
10.2	(6)	First Amendment to the Second Amended and Restated Credit Agreement, dated August 5, 2016, among On Assignment, Inc. as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
10.3	(7)	Second Amendment to the Second Amended and Restated Credit Agreement, dated February 21, 2017, among On Assignment, Inc. as the Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
10.4	(8)	Third Amendment to the Second Amended and Restated Credit Agreement, dated as of August 22, 2017, among On Assignment, Inc., as Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
10.5	(9)	Fourth Amendment to the Second Amended and Restated Credit Agreement, dated as of September 22, 2017, among On Assignment, Inc., as Borrower, Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto
10.6	(10)	Office Lease, dated August 18, 2010, by and between On Assignment, Inc. and Calabasas BCD, Inc.
10.7	(11)	On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated March 18, 2010 †
10.8	(12)	First Amendment to On Assignment, Inc. 2010 Employee Stock Purchase Plan, dated September 8, 2013 †
10.9	(*)	On Assignment, Inc. 2010 Incentive Award Plan, dated March 18, 2010 †
10.10	(*)	First Amendment to the On Assignment, Inc. 2010 Incentive Award Plan, dated March 27, 2013 †
10.11	(13)	On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Unit Award Notice and Agreement †
10.12	(14)	On Assignment, Inc. 2010 Incentive Award Plan Form of Restricted Stock Award Grant Notice and Agreement †
10.13	(15)	On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche A Award Notice and Agreement for Peter T. Dameris †
10.14	(16)	On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche B Award Notice and Agreement for Peter T. Dameris †
10.15	(15)	On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche C Award Notice and Agreement for Peter T. Dameris †
10.16	(16)	On Assignment, Inc. 2010 Incentive Award Plan Form of Additional RSU Award Notice and Agreement for Peter T. Dameris †
10.17	(17)	On Assignment, Inc. 2010 Incentive Award Plan Form of Senior Executive EBITDA and Performance-Based Restricted Stock Unit Award Notice and Agreement †
10.18	(18)	On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan, effective as of August 31, 2012 †
10.19	(*)	First Amendment to Amended and Restated On Assignment, Inc. 2012 Employment Inducement Incentive Award Plan, effective as of June 5, 2015 †
10.20	(*)	On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan Form of Restricted Stock Unit Award Agreement †
10.21	(*)	On Assignment, Inc. Amended and Restated 2012 Employment Inducement Incentive Award Plan Form of Stock Option Award Agreement †
10.22	(19)	On Assignment, Inc. Deferred Compensation Plan, effective as of June 1, 2017
10.23	(16)	On Assignment, Inc. Amended and Restated Change in Control Severance Plan, as amended and restated on December 10, 2015  †
10.24	(20)	Second Amended and Restated Executive Change in Control Agreement between On Assignment, Inc. and Peter T. Dameris, dated November 17, 2015 †
10.25	(20)	Second Amended and Restated Senior Executive Agreement between On Assignment, Inc. and Peter Dameris, dated November 17, 2015 †
10.26	(21)	Employment Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †
10.27	(21)	Executive Change of Control Agreement, by and between On Assignment, Inc. and Edward Pierce, dated September 1, 2012 †

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10.28	(18)	Employment Agreement between Rand Blazer and Apex Systems, Inc., dated January 8, 2007 †
10.29	(18)	Amendment No. 1 to the Employment Agreement between Rand Blazer and Apex Systems, Inc., dated December 31, 2008 †
10.30	(18)	Amendment No. 2 to the Employment Agreement between Rand Blazer and Apex Systems, Inc. dated August 3, 2009 †
10.31	(18)	Amendment No. 3 to the Employment Agreement by and between Rand Blazer, On Assignment, Inc. and Apex Systems, Inc., dated May 15, 2012 †
10.32	(18)	Amendment No. 4 to the Employment Agreement by and between Rand Blazer, On Assignment, Inc. and Apex Systems, Inc., dated May 15, 2012 †
10.33	(18)	Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated January 15, 2008 †
10.34	(18)	Amendment No. 1 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated December 31, 2008 †
10.35	(18)	Amendment No. 2 to the Employment Agreement between Theodore S. Hanson and Apex Systems, Inc., dated February 12, 2011 †
10.36	(18)	Amendment No. 3 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson and Apex Systems, Inc., dated May 15, 2012 †
10.37	(18)	Amendment No. 4 to the Employment Agreement between On Assignment, Inc., Theodore S. Hanson and Apex Systems, Inc., dated May 15, 2012 †
10.38	(*)	Severance Terms Letter by and between On Assignment, Inc. and Jennifer Hankes Painter, dated December 13, 2017
10.39	(22)	Form of Indemnification Agreement †
21.1	(*)	Subsidiaries of the Registrant
23.1	(*)	Consent of Independent Registered Public Accounting Firm
31.1	(*)	Certification of Peter T. Dameris, 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)
32.1	(*)	Certification of Peter T. Dameris, 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
101.INS	(*)	XBRL Instance Document
101.SCH	(*)	XBRL Taxonomy Extension Schema Document
101.CAL	(*)	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	(*)	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	(*)	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	(*)	XBRL Taxonomy Extension Presentation Linkbase Document
____
(*)		Filed herewith.
†		These exhibits relate to management contracts or compensatory plans, contracts or arrangements in which directors and/or named executive officers of the Registrant may participate.
(1)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on January 31, 2018.
(2)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 25, 2014.
(3)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 27, 2016.
(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.
(5)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 5, 2015.
(6)		Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2016.
(7)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on February 22, 2017.
(8)		Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on August 28, 2017.
(9)		Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2017.

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(10)	Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 8, 2010.
(11)	Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 3, 2014.
(12)	Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on November 5, 2013.
(13)	Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 9, 2010.
(14)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 18, 2012.
(15)	Incorporated by reference from an exhibit to our Quarterly Report on Form 10-Q filed with the SEC on August 11, 2014.
(16)	Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on February 29, 2016.
(17)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on December 16, 2014.
(18)	Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 18, 2013.
(19)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on June 27, 2017.
(20)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on November 23, 2015.
(21)	Incorporated by reference from an exhibit to our Current Report on Form 8-K filed with the SEC on September 7, 2012.
(22)	Incorporated by reference from an exhibit to our Annual Report on Form 10-K filed with the SEC on March 16, 2007.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 28th day of February, 2018.

ON ASSIGNMENT, INC.

/s/ Peter T. Dameris

Peter T. Dameris

Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated and on the dates indicated.

Signature	Title	Date
/s/ Peter T. Dameris	Chief Executive Officer, Director	February 28, 2018
Peter T. Dameris	(Principal Executive Officer)
/s/ Edward L. Pierce	Executive Vice President and Chief Financial Officer	February 28, 2018
Edward L. Pierce	(Principal Financial and Accounting Officer)
/s/ William E. Brock	Director	February 26, 2018
William E. Brock
/s/ Brian J. Callaghan	Director	February 26, 2018
Brian J. Callaghan
/s/ Jonathan S. Holman	Director	February 26, 2018
Jonathan S. Holman
/s/ Mariel A. Joliet	Director	February 26, 2018
Mariel A. Joliet
/s/ Jeremy M. Jones	Director	February 26, 2018
Jeremy M. Jones
/s/ Marty R. Kittrell	Director	February 26, 2018
Marty R. Kittrell
/s/ Arshad Matin	Director	February 26, 2018
Arshad Matin
/s/ Edwin A. Sheridan IV	Director	February 27, 2018
Edwin A. Sheridan IV

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EX-10.9

Exhibit 10.9

ON ASSIGNMENT, INC.

2010 INCENTIVE AWARD PLAN

ARTICLE 1.

PURPOSE

The purpose of the On Assignment, Inc. 2010 Incentive Award Plan (the “Plan”) is to promote the success and enhance the value of On Assignment, Inc. (the “ Company ”) by linking the individual interests of the members of the Board, Employees, and Consultants to those of the Company’s stockholders and by providing such individuals with an incentive for outstanding performance to generate superior returns to the Company’s stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the services of members of the Board, Employees, and Consultants upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely dependent.

ARTICLE 2.

DEFINITIONS AND CONSTRUCTION

Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where the context so indicates.

2.1“Administrator” shall mean the entity that conducts the general administration of the Plan as provided in Article 12 hereof. With reference to the duties of the Committee under the Plan which have been delegated to one or more persons pursuant to Section 12.6 hereof, or which the Board has assumed, the term “Administrator” shall refer to such person(s) unless the Committee or the Board has revoked such delegation or the Board has terminated the assumption of such duties.

2.2“Affiliate” shall mean any Parent or Subsidiary.

2.3“Applicable Accounting Standards” shall mean Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

2.4“Award” shall mean an Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Performance Award, a Dividend Equivalent Award, a Deferred Stock Award, a Stock Payment Award, a Stock Appreciation Right, an Other Incentive Award or a Performance Share Award, which may be awarded or granted under the Plan.

2.5“Award Agreement” shall mean any written notice, agreement, contract or other instrument or document evidencing an Award, including through electronic medium, which shall

contain such terms and conditions with respect to an Award as the Administrator shall determine, consistent with the Plan.

2.6“Board” shall mean the Board of Directors of the Company.

2.7“Change in Control” shall mean the occurrence of any of the following events:

(a)A transaction or series of transactions (other than an offering of Shares to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Parents or Subsidiaries, an employee benefit plan maintained by the Company or any of its Parents or Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than fifty percent (50%) of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or

(b)The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets or (z) the acquisition of assets or stock of another entity, in each case, other than a transaction:

(i)Which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “ Successor Entity ”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, or

(ii)After which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided ,however , that no person or group shall be treated for purposes of this Section 2.7(b)(ii) as beneficially owning 50% or more of combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

Notwithstanding the foregoing, if a Change in Control constitutes a payment event with respect to any Award which provides for the deferral of compensation that is subject to Section 409A of the Code, to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, the transaction or event described in subsection (a) or (b), with respect to such Award shall only constitute a Change in Control for purposes of the payment timing of such Award if such transaction also constitutes a “change in control event,” as defined in Treasury Regulation §1.409A-3(i)(5).

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Consistent with the terms of this Section 2.7, the Administrator shall have full and final authority to determine conclusively whether a Change in Control of the Company has occurred pursuant to the above definition, the date of the occurrence of such Change in Control and any incidental matters relating thereto.

2.8“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, together with the regulations and official guidance promulgated thereunder, whether issued prior or subsequent to the grant of any Award.

2.9“Committee” shall mean the Compensation Committee of the Board, or another committee or subcommittee of the Board described in Article 12 hereof.

2.10“Common Stock” shall mean the common stock of the Company, par value $.01 per share.

2.11“Company” shall mean On Assignment, Inc., a Delaware corporation.

2.12“Consultant” shall mean any consultant or adviser engaged to provide services to the Company or any Affiliate that qualifies as a consultant under the applicable rules of the Securities and Exchange Commission for registration of shares on a Form S-8 Registration Statement or any successor Form thereto.

2.13 “Covered Employee” shall mean any Employee who is, or could become, a “covered employee” within the meaning of Section 162(m) of the Code.

2.14“Deferred Stock” shall mean a right to receive Shares awarded under Section 9.4 hereof.

2.15“Director” shall mean a member of the Board, as constituted from time to time.

2.16“Dividend Equivalent” shall mean a right to receive the equivalent value (in cash or Shares) of dividends paid on Shares, awarded under Section 9.2 hereof.

2.17“DRO” shall mean a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time, or the rules thereunder.

2.18“Effective Date” shall mean the date the Plan is approved by the Board, subject to approval of the Plan by the Company’s stockholders.

2.19“Eligible Individual” shall mean any person who is an Employee, a Consultant or a Non-Employee Director, as determined by the Administrator.

2.20“Employee” shall mean any officer or other employee (as determined in accordance with Section 3401(c) of the Code) of the Company or of any Affiliate.

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2.21“Equity Restructuring” shall mean a nonreciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the number or kind of shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding Awards.

2.22“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.

2.23“Fair Market Value” shall mean, as of any given date, the value of a Share determined as follows:

(a)If the Common Stock is (i) listed on any established securities exchange (such as the New York Stock Exchange, the NASDAQ Global Market and the NASDAQ Global Select Market), (ii) listed on any national market system or (iii) listed, quoted or traded on any automated quotation system, its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such date or, if there is no closing sales price for a share of Common Stock on the date in question, the closing sales price for a share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(b)If the Common Stock is not listed on an established securities exchange, national market system or automated quotation system, but the Common Stock is regularly quoted by a recognized securities dealer, its Fair Market Value shall be the mean of the high bid and low asked prices for such date or, if there are no high bid and low asked prices for a share of Common Stock on such date, the high bid and low asked prices for a share of Common Stock on the last preceding date for which such information exists, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(c)If the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system nor regularly quoted by a recognized securities dealer, its Fair Market Value shall be established by the Administrator in good faith.

2.24“Full Value Award” shall mean any Award other than (i) an Option, (ii) a Stock Appreciation Right or (iii) any other Award for which the Participant pays the intrinsic value existing as of the date of grant (whether directly or by forgoing a right to receive a payment from the Company or any Affiliate).

2.25“Greater Than 10% Stockholder” shall mean an individual then-owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “parent corporation” or “subsidiary corporation” (as defined in Sections 424(e) and 424(f) of the Code).

2.26“Incentive Stock Option” shall mean an Option that is intended to qualify as an incentive stock option and conforms to the applicable provisions of Section 422 of the Code.

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2.27“Individual Award Limit” shall mean the cash and share limits applicable to Awards granted under the Plan, as set forth in Section 3.3 hereof.

2.28“Non-Employee Director” shall mean a Director of the Company who is not an Employee.

2.29“Non-Qualified Stock Option” shall mean an Option that is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.

2.30“Option” shall mean a right to purchase Shares at a specified exercise price, granted under Article 6 hereof. An Option shall be either a Non-Qualified Stock Option or an Incentive Stock Option; provided , however , that Options granted to Non-Employee Directors and Consultants shall only be Non-Qualified Stock Options.

2.31“Other Incentive Award” shall mean an Award denominated in, linked to or derived from Shares or value metrics related to Shares, granted pursuant to Section 9.7 hereof.

2.32“Parent” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities ending with the Company if each of the entities other than the Company beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.33“Participant” shall mean a person who has been granted an Award.

2.34“Performance Award” shall mean an Award that is granted under Section 9.1 hereof.

2.35“Performance-Based Compensation” shall mean any compensation that is intended to qualify as “performance-based compensation” as described in Section 162(m)(4)(C) of the Code.

2.36“Performance Criteria” shall mean the criteria (and adjustments) that the Committee selects for an Award for purposes of establishing the Performance Goal or Performance Goals for a Performance Period, determined as follows:

(a)The Performance Criteria that shall be used to establish Performance Goals are limited to the following: (i) net earnings (either before or after one or more of the following: (A) interest, (B) taxes, (C) depreciation, (D) amortization and (E) non-cash equity-based compensation expense); (ii) gross or net sales or revenue; (iii) net income (either before or after taxes); (iv) adjusted net income; (v) operating earnings or profit; (vi) cash flow (including, but not limited to, operating cash flow and free cash flow); (vii) return on assets; (viii) return on capital; (ix) return on stockholders’ equity; (x) total stockholder return; (xi) return on sales; (xii) gross or net profit or operating margin; (xiii) costs; (xiv) funds from operations; (xv) expenses; (xvi) working capital; (xvii) earnings per share; (xviii) adjusted earnings per share; (xix) price per share of Common Stock; (xx) regulatory body approval for commercialization of a product; (xxi) implementation or completion of critical projects; (xxii) market share; and (xxiii) economic value, any of which may

5

be measured either in absolute terms or as compared to any incremental increase or decrease or as compared to results of a peer group or to market performance indicators or indices.

(b)The Administrator may, in its sole discretion, provide that one or more objectively determinable adjustments shall be made to one or more of the Performance Goals. Such adjustments may include, but are not limited to, one or more of the following: (i) items related to a change in accounting principle; (ii) items relating to financing activities; (iii) expenses for restructuring or productivity initiatives; (iv) other non-operating items; (v) items related to acquisitions; (vi) items attributable to the business operations of any entity acquired by the Company during the Performance Period; (vii) items related to the disposal of a business or segment of a business; (viii) items related to discontinued operations that do not qualify as a segment of a business under Applicable Accounting Standards; (ix) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the Performance Period; (x) any other items of significant income or expense which are determined to be appropriate adjustments; (xi) items relating to unusual or extraordinary corporate transactions, events or developments, (xii)  items related to amortization of acquired intangible assets; (xiii) items that are outside the scope of the Company’s core, on-going business activities; (xiv) items related to acquired in-process research and development; (xv) items relating to changes in tax laws; (xvi) items relating to major licensing or partnership arrangements; (xvii) items relating to asset impairment charges; (xviii) items relating to gains or losses for litigation, arbitration and contractual settlements; or (xix) items relating to any other unusual or nonrecurring events or changes in applicable laws, accounting principles or business conditions. For all Awards intended to qualify as Performance-Based Compensation, such determinations shall be made within the time prescribed by, and otherwise in compliance with, Section 162(m) of the Code.

2.37“Performance Goals” shall mean, for a Performance Period, one or more goals established in writing by the Administrator for the Performance Period based upon one or more Performance Criteria. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of overall Company performance or the performance of an Affiliate, division, business unit, or an individual. The achievement of each Performance Goal shall be determined in accordance with Applicable Accounting Standards.

2.38“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, as the Administrator may select, over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Award.

2.39“Performance Share Award” shall mean a contractual right awarded under Section 9.6 hereof to receive a number of Shares or the cash value of such number of Shares based on the attainment of specified Performance Goals or other criteria determined by the Administrator.

2.40“Permitted Transferee” shall mean, with respect to a Participant, any “family member” of the Participant, as defined under the instructions to use of the Form S-8 Registration Statement under the Securities Act, after taking into account any state, federal, local or foreign tax and securities laws applicable to transferable Awards.

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2.41 “Plan” shall mean this On Assignment, Inc. 2010 Incentive Award Plan, as it may be amended from time to time.

2.42“Prior Plan” shall mean the On Assignment, Inc. Restated 1987 Stock Option Plan, as amended from time to time.

2.43“Program” shall mean any program adopted by the Administrator pursuant to the Plan containing the terms and conditions intended to govern a specified type of Award granted under the Plan and pursuant to which such type of Award may be granted under the Plan.

2.44“Restricted Stock” shall mean Common Stock awarded under Article 8 hereof that is subject to certain restrictions and may be subject to risk of forfeiture.

2.45“Restricted Stock Unit” shall mean a contractual right awarded under Section 9.5 hereof to receive in the future a Share or the cash value of a Share.

2.46“Securities Act” shall mean the Securities Act of 1933, as amended.

2.47“Share Limit” shall have the meaning provided in Section 3.1(a) hereof.

2.48“Shares” shall mean shares of Common Stock.

2.49“Stock Appreciation Right” shall mean a stock appreciation right granted under Article 10 hereof.

2.50“Stock Payment” shall mean a payment in the form of Shares awarded under Section 9.3 hereof.

2.51“Subsidiary” shall mean any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing more than fifty percent (50%) of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.

2.52“Substitute Award” shall mean an Award granted under the Plan in connection with a corporate transaction, such as a merger, combination, consolidation or acquisition of property or stock, in any case, upon the assumption of, or in substitution for, an outstanding equity award previously granted by a company or other entity that is a party to such transaction; provided , however , that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of an Option or Stock Appreciation Right.

2.53“Termination of Service” means:

(a) As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company and its Affiliates is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the

7

Consultant simultaneously commences or remains in employment or service with the Company or any Affiliate.

(b) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Affiliate.

(c) As to an Employee, the time when the employee-employer relationship between a Participant and the Company and its Affiliates is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Affiliate.

The Administrator, in its sole discretion, shall determine the effect of all matters and questions relating to Terminations of Service, including, without limitation, the question of whether a Termination of Service has occurred, whether any Termination of Service resulted from a discharge for cause and all questions of whether particular leaves of absence constitute a Termination of Service; provided , however , that, with respect to Incentive Stock Options, unless the Administrator otherwise provides in the terms of any Program, Award Agreement or otherwise, a leave of absence, change in status from an employee to an independent contractor or other change in the employee-employer relationship shall constitute a Termination of Service only if, and to the extent that, such leave of absence, change in status or other change interrupts employment for the purposes of Section 422(a)(2) of the Code. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Affiliate employing or contracting with such Participant ceases to remain an Affiliate following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off).

ARTICLE 3.

SHARES SUBJECT TO THE PLAN

3.1Number of Shares.

(a)Subject to Section 3.1(b) and Section 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (x) 1,300,000 Shares, and (y) any Shares which as of the Effective Date are available for issuance under the Prior Plan (the “ Share Limit ”); provided ,however , that the Share Limit shall be reduced by 1.53 shares for each Share delivered in settlement of any Full Value Award. Notwithstanding the foregoing, to the extent permitted under applicable law and applicable stock exchange rules, Awards that provide for the delivery of Shares subsequent to the applicable grant date may be granted in excess of the Share Limit if such Awards provide for the forfeiture or cash settlement of such Awards to the extent that insufficient Shares remain under the Share Limit at the time that Shares would otherwise be issued in respect of such Award. After the Effective Date, no awards may be granted under the Prior Plan, however, any awards under the Prior Plan that are

8

outstanding as of the Effective Date shall continue to be subject to the terms and conditions of the Prior Plan.

(b)The following Shares shall be available for future grants of Awards under the Plan and shall be added back to the Share Limit in the same number of Shares as were debited from the Share Limit in respect of the grant of such Award (as may be adjusted in accordance with Section 13.2 hereof): (i) Shares tendered by a Participant or withheld by the Company in payment of the exercise price of an Option; (ii) Shares tendered by the Participant or withheld by the Company to satisfy any tax withholding obligation with respect to an Award; and (iii) Shares subject to an Award that is forfeited, expires or is settled for cash (in whole or in part), to the extent of such forfeiture, expiration or cash settlement. Notwithstanding anything to the contrary contained herein, the following Shares shall not be added back to the Share Limit and will not be available for future grants of Awards: (A) Shares subject to a Stock Appreciation Right that are not issued in connection with the stock settlement of the Stock Appreciation Right on exercise thereof; and (B) Shares purchased on the open market with the cash proceeds from the exercise of Options. Any Shares repurchased by the Company under Section 8.4 hereof at the same price paid by the Participant so that such shares are returned to the Company will again be available for Awards. The payment of Dividend Equivalents in cash in conjunction with any outstanding Awards shall not be counted against the shares available for issuance under the Plan. Notwithstanding the provisions of this Section 3.1(b), no Shares may again be optioned, granted or awarded if such action would cause an Incentive Stock Option to fail to qualify as an incentive stock option under Section 422 of the Code.

(c)    Substitute Awards shall not reduce the Shares authorized for grant under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines has shares available under a pre-existing plan approved by stockholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the Shares authorized for grant under the Plan; provided , that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals who were not employed by or providing services to the Company or its Affiliates immediately prior to such acquisition or combination.

3.2Stock Distributed. Any Shares distributed pursuant to an Award may consist, in whole or in part, of authorized and unissued Common Stock, treasury Common Stock or Common Stock purchased on the open market.

3.3Limitation on Number of Shares Subject to Awards. Notwithstanding any provision in the Plan to the contrary, and subject to Section 13.2 hereof, (a) the maximum aggregate number of Shares with respect to one or more Awards that may be granted to any one person during a rolling three-year period (measured from the date of any grant) shall be 2,000,000 and the maximum

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aggregate amount of cash that may be paid in cash during any rolling three-year period (measured from the date of any payment) with respect to one or more Awards payable in cash shall be $10,000,000 (together, the “ Individual Award Limits ”).

ARTICLE 4.

GRANTING OF AWARDS

4.1Participation. The Administrator may, from time to time, select from among all Eligible Individuals, those to whom one or more Awards shall be granted and shall determine the nature and amount of each Award, which shall not be inconsistent with the requirements of the Plan. No Eligible Individual shall have any right to be granted an Award pursuant to the Plan.

4.2Award Agreement. Each Award shall be evidenced by an Award Agreement stating the terms and conditions applicable to such Award, consistent with the requirements of the Plan and any applicable Program.

4.3Limitations Applicable to Section 16 Persons. Notwithstanding anything contained herein to the contrary, with respect to any Award granted or awarded to any individual who is then subject to Section 16 of the Exchange Act, the Plan, any applicable Program and the applicable Award Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including Rule 16b‑3 of the Exchange Act and any amendments thereto) that are requirements for the application of such exemptive rule, and such additional limitations shall be deemed to be incorporated by reference into such Award to the extent permitted by applicable law.

4.4At-Will Service. Nothing in the Plan or in any Program or Award Agreement hereunder shall confer upon any Participant any right to continue as an Employee, Director or Consultant for, the Company or any Affiliate, or shall interfere with or restrict in any way the rights of the Company and any Affiliate, which rights are hereby expressly reserved, to discharge any Participant at any time for any reason whatsoever, with or without cause, and with or without notice, or to terminate or change all other terms and conditions of employment or engagement, except to the extent expressly provided otherwise in a written agreement between the Participant and the Company or any Affiliate.

4.5Foreign Participants. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries in which the Company and its Affiliates operate or have Employees, Non-Employee Directors or Consultants, or in order to comply with the requirements of any foreign securities exchange, the Administrator, in its sole discretion, shall have the power and authority to: (a) determine which Affiliates shall be covered by the Plan; (b) determine which Eligible Individuals outside the United States are eligible to participate in the Plan; (c) modify the terms and conditions of any Award granted to Eligible Individuals outside the United States to comply with applicable foreign laws or listing requirements of any such foreign securities exchange; (d) establish subplans and modify exercise procedures and other terms and procedures, to the extent such actions may be necessary or advisable (any such subplans and/or modifications shall be attached to the Plan as appendices); provided , however , that no such subplans and/or modifications shall

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increase the Share Limit or Individual Award Limits contained in Sections 3.1 and 3.3 hereof, respectively; and (e) take any action, before or after an Award is made, that it deems advisable to obtain approval or comply with any necessary local governmental regulatory exemptions or approvals or listing requirements of any such foreign securities exchange. Notwithstanding the foregoing, the Administrator may not take any actions hereunder, and no Awards shall be granted, that would violate the Code, the Exchange Act, the Securities Act, any other securities law or governing statute, the rules of the securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law.

4.6Stand-Alone and Tandem Awards. Awards granted pursuant to the Plan may, in the sole discretion of the Administrator, be granted either alone, in addition to, or in tandem with, any other Award granted pursuant to the Plan. Awards granted in addition to or in tandem with other Awards may be granted either at the same time as or at a different time from the grant of such other Awards.

ARTICLE 5.

PROVISIONS APPLICABLE TO AWARDS INTENDED TO QUALIFY AS PERFORMANCE-BASED COMPENSATION.

5.1Purpose. The Committee, in its sole discretion, may determine whether any Award is intended to qualify as Performance-Based Compensation. If the Committee, in its sole discretion, decides to grant an Award to an Eligible Individual that is intended to qualify as Performance-Based Compensation, then the provisions of this Article 5 shall control over any contrary provision contained in the Plan. The Administrator may in its sole discretion grant Awards to Eligible Individuals that are based on Performance Criteria or Performance Goals but that do not satisfy the requirements of this Article 5 and that are not intended to qualify as Performance-Based Compensation. Unless otherwise specified by the Administrator at the time of grant, the Performance Criteria with respect to an Award intended to be Performance-Based Compensation payable to a Covered Employee shall be determined on the basis of Applicable Accounting Standards.

5.2Applicability. The grant of an Award to an Eligible Individual for a particular Performance Period shall not require the grant of an Award to such Eligible Individual in any subsequent Performance Period and the grant of an Award to any one Eligible Individual shall not require the grant of an Award to any other Eligible Individual in such period or in any other period.

5.3Procedures with Respect to Performance-Based Awards. To the extent necessary to comply with the requirements of Section 162(m)(4)(C) of the Code, with respect to any Award which is intended to qualify as Performance-Based Compensation, no later than 90 days following the commencement of any Performance Period or any designated fiscal period or period of service (or such earlier time as may be required under Section 162(m) of the Code), the Committee shall, in writing, (a) designate one or more Eligible Individuals, (b) select the Performance Criteria applicable to the Performance Period, (c) establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period based on the Performance Criteria, and (d) specify the relationship between Performance Criteria and the Performance Goals and the amounts of such Awards, as applicable, to be earned by each Covered Employee for such

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Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether and the extent to which the applicable Performance Goals have been achieved for such Performance Period. In determining the amount earned under such Awards, unless otherwise provided in an Award Agreement, the Committee shall have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant, including the assessment of individual or corporate performance for the Performance Period.

5.4Payment of Performance-Based Awards. Unless otherwise provided in the applicable Program or Award Agreement (and only to the extent otherwise permitted by Section 162(m)(4)(C) of the Code), the holder of an Award that is intended to qualify as Performance-Based Compensation must be employed by the Company or an Affiliate throughout the applicable Performance Period. Unless otherwise provided in the applicable Performance Goals, Program or Award Agreement, a Participant shall be eligible to receive payment pursuant to such Awards for a Performance Period only if and to the extent the Performance Goals for such period are achieved.

5.5Additional Limitations. Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is granted to an Eligible Individual and is intended to qualify as Performance-Based Compensation shall be subject to any additional limitations imposed by Section 162(m) of the Code that are requirements for qualification as Performance-Based Compensation, and the Plan, the Program and the Award Agreement shall be deemed amended to the extent necessary to conform to such requirements.

ARTICLE 6.

GRANTING OF OPTIONS

6.1Granting of Options to Eligible Individuals. The Administrator is authorized to grant Options to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine which shall not be inconsistent with the Plan.

6.2Qualification of Incentive Stock Options. No Incentive Stock Option shall be granted to any person who is not an Employee of the Company or any “parent corporation” or “subsidiary corporation” of the Company (as defined in Sections 424(e) and 424(f) of the Code, respectively). No person who qualifies as a Greater Than 10% Stockholder may be granted an Incentive Stock Option unless such Incentive Stock Option conforms to the applicable provisions of Section 422 of the Code. Any Incentive Stock Option granted under the Plan may be modified by the Administrator, with the consent of the Participant, to disqualify such Option from treatment as an “incentive stock option” under Section 422 of the Code. To the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code, but without regard to Section 422(d) of the Code) are exercisable for the first time by a Participant during any calendar year under the Plan and all other plans of the Company and any Affiliate corporation thereof exceeds $100,000, the Options shall be treated as Non-Qualified Stock Options to the extent required by Section 422 of the Code. The rule set forth in the preceding sentence shall be applied by taking Options and other “incentive stock options” into account in the order in which they were granted and the Fair Market Value of stock shall be determined as of the

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time the respective options were granted. In addition, to the extent that any Options otherwise fail to qualify as Incentive Stock Options, such Options shall be treated as Nonqualified Stock Options.

6.3Option Exercise Price. The exercise price per Share subject to each Option shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value of a Share on the date the Option is granted (or, as to Incentive Stock Options, on the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code). In addition, in the case of Incentive Stock Options granted to a Greater Than 10% Stockholder, such price shall not be less than 110% of the Fair Market Value of a Share on the date the Option is granted (or the date the Option is modified, extended or renewed for purposes of Section 424(h) of the Code).

6.4Option Term. The term of each Option shall be set by the Administrator in its sole discretion; provided , however , that the term shall not be more than ten (10) years from the date the Option is granted, or five (5) years from the date an Incentive Stock Option is granted to a Greater Than 10% Stockholder. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Options, which time period may not extend beyond the term of the Option term. Except as limited by the requirements of Section 409A or Section 422 of the Code, the Administrator may extend the term of any outstanding Option, and may extend the time period during which vested Options may be exercised, in connection with any Termination of Service of the Participant, and may amend any other term or condition of such Option relating to such a Termination of Service.

6.5Option Vesting.

(a)The terms and conditions pursuant to which an Option vests in the Participant and becomes exercisable shall be determined by the Administrator and set forth in the applicable Award Agreement. Such vesting may be based on service with the Company or any Affiliate, any of the Performance Criteria, or any other criteria selected by the Administrator. At any time after grant of an Option, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which an Option vests.

(b)No portion of an Option which is unexercisable at a Participant’s Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in a Program, the applicable Award Agreement or by action of the Administrator following the grant of the Option..

6.6Substitute Awards. Notwithstanding the foregoing provisions of this Article 6 to the contrary, in the case of an Option that is a Substitute Award, the price per share of the shares subject to such Option may be less than the Fair Market Value per share on the date of grant, provided , however , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

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6.7Substitution of Stock Appreciation Rights. The Administrator may provide in an applicable Program or the applicable Award Agreement evidencing the grant of an Option that the Administrator, in its sole discretion, shall have the right to substitute a Stock Appreciation Right for such Option at any time prior to or upon exercise of such Option; provided , however , that such Stock Appreciation Right shall be exercisable with respect to the same number of Shares for which such substituted Option would have been exercisable, and shall also have the same exercise price and remaining term as the substituted Option.

ARTICLE 7.

EXERCISE OF OPTIONS

7.1Partial Exercise. An exercisable Option may be exercised in whole or in part. However, an Option shall not be exercisable with respect to fractional shares and the Administrator may require that, by the terms of the Option, a partial exercise must be with respect to a minimum number of shares.

7.2Manner of Exercise. All or a portion of an exercisable Option shall be deemed exercised upon delivery of all of the following to the Secretary of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(c)A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option;

(d)Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance including, without limitation, placing legends on share certificates and issuing stop-transfer notices to agents and registrars;

(e)In the event that the Option shall be exercised pursuant to Section 11.3 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option, as determined in the sole discretion of the Administrator; and

(f)Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Sections 11.1 and 11.2 hereof.

7.3Notification Regarding Disposition. The Participant shall give the Company prompt written or electronic notice of any disposition of shares of Common Stock acquired by exercise of an Incentive Stock Option which occurs within (a) two years from the date of granting (including the date the Option is modified, extended or renewed for purposes of Section 424(h) of

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the Code) such Option to such Participant, or (b) one year after the transfer of such shares to such Participant.

ARTICLE 8.

RESTRICTED STOCK

8.1Award of Restricted Stock.

(g)The Administrator is authorized to grant Restricted Stock to Eligible Individuals, and shall determine the terms and conditions, including the restrictions applicable to each award of Restricted Stock, which terms and conditions shall not be inconsistent with the Plan, and may impose such conditions on the issuance of such Restricted Stock as it deems appropriate.

(h)The Administrator shall establish the purchase price, if any, and form of payment for Restricted Stock; provided , however , that if a purchase price is charged, such purchase price shall be no less than the par value of the Shares to be purchased, unless otherwise permitted by applicable law. In all cases, legal consideration shall be required for each issuance of Restricted Stock to the extent required by applicable law.

8.2Rights as Stockholders. Subject to Section 8.4 hereof, upon issuance of Restricted Stock, the Participant shall have, unless otherwise provided by the Administrator, all the rights of a stockholder with respect to said shares, subject to the restrictions in an applicable Program or in the applicable Award Agreement; provided , however , that, in the sole discretion of the Administrator, any extraordinary distributions with respect to the Shares shall be subject to the restrictions set forth in Section 8.3 hereof; provided , further , that with respect to a share of Restricted Stock with vesting conditions, dividends which are paid by the Company with respect to Shares prior to vesting shall only be paid out to the extent that, and at such time or times as, the vesting conditions are subsequently satisfied and the underlying shares of Restricted Stock vest.

8.3Restrictions. All shares of Restricted Stock (including any shares received by Participants thereof with respect to shares of Restricted Stock as a result of stock dividends, stock splits or any other form of recapitalization) shall, in the terms of an applicable Program or in the applicable Award Agreement, be subject to such restrictions and vesting requirements as the Administrator shall provide. Such restrictions may include, without limitation, restrictions concerning voting rights and transferability and such restrictions may lapse separately or in combination at such times and pursuant to such circumstances or based on such criteria as selected by the Administrator, including, without limitation, criteria based on the Participant’s duration of employment, directorship or consultancy with the Company, the Performance Criteria, Company or Affiliate performance, individual performance or other criteria selected by the Administrator. By action taken after the Restricted Stock is issued, the Administrator may, on such terms and conditions as it may determine to be appropriate, accelerate the vesting of such Restricted Stock by removing any or all of the restrictions imposed by the terms of any Program or by the applicable Award Agreement. Restricted Stock may not be sold or encumbered until all restrictions are terminated or expire.

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8.4Repurchase or Forfeiture of Restricted Stock. If no price was paid by the Participant for the Restricted Stock, upon a Termination of Service, the Participant’s rights in unvested Restricted Stock then subject to restrictions shall lapse, and such Restricted Stock shall be surrendered to the Company and cancelled without consideration. If a price was paid by the Participant for the Restricted Stock, upon a Termination of Service the Company shall have the right to repurchase from the Participant the unvested Restricted Stock then-subject to restrictions at a cash price per share equal to the price paid by the Participant for such Restricted Stock or such other amount as may be specified in an applicable Program or the applicable Award Agreement. The Administrator in its sole discretion may provide that, upon certain events, including without limitation a Change in Control, the Participant’s death, retirement or disability, any other specified Termination of Service or any other event, the Participant’s rights in unvested Restricted Stock shall not lapse, such Restricted Stock shall vest and cease to be forfeitable and, if applicable, the Company cease to have a right of repurchase.

8.5Certificates for Restricted Stock. Restricted Stock granted pursuant to the Plan may be evidenced in such manner as the Administrator shall determine. Certificates or book entries evidencing shares of Restricted Stock must include an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock, and the Company may, in it sole discretion, retain physical possession of any stock certificate until such time as all applicable restrictions lapse.

8.6Section 83(b) Election. If a Participant makes an election under Section 83(b) of the Code to be taxed with respect to the Restricted Stock as of the date of transfer of the Restricted Stock rather than as of the date or dates upon which the Participant would otherwise be taxable under Section 83(a) of the Code, the Participant shall be required to deliver a copy of such election to the Company promptly after filing such election with the Internal Revenue Service.

ARTICLE 9.

PERFORMANCE AWARDS, DIVIDEND EQUIVALENTS, DEFERRED STOCK, STOCK PAYMENTS, RESTRICTED STOCK UNITS; OTHER INCENTIVE AWARDS

9.1Performance Awards.

(a)The Administrator is authorized to grant Performance Awards to any Eligible Individual and to determine whether such Performance Awards shall be Performance-Based Compensation. The value of Performance Awards may be linked to any one or more of the Performance Criteria or other specific criteria determined by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator.

(b)Without limiting Section 9.1(a) hereof, the Administrator may grant Performance Awards to any Eligible Individual in the form of a cash bonus payable upon the attainment of objective Performance Goals, or such other criteria, whether or not objective, which are established by the Administrator, in each case on a specified date or dates or over any period or periods determined by the Administrator. Any such bonuses paid to a Participant which are intended

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to be Performance-Based Compensation shall be based upon objectively determinable bonus formulas established in accordance with the provisions of Article 5 hereof.

9.2Dividend Equivalents.

(c)Subject to Section 9.2(b) hereof, Dividend Equivalents may be granted by the Administrator, either alone or in tandem with another Award, based on dividends declared on the Common Stock, to be credited as of dividend payment dates during the period between the date the Dividend Equivalents are granted to a Participant and the date such Dividend Equivalents terminate or expire, as determined by the Administrator. Such Dividend Equivalents shall be converted to cash or additional shares of Common Stock by such formula and at such time and subject to such limitations as may be determined by the Administrator. In addition, Dividend Equivalents with respect to Shares covered by an Award shall only be paid out to the Participant at the same time or times and to the same extent that the vesting conditions, if any, are subsequently satisfied and the Award vests with respect to such Shares.

(d)Notwithstanding the foregoing, no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights.

9.3Stock Payments. The Administrator is authorized to make one or more Stock Payments to any Eligible Individual. The number or value of shares of any Stock Payment shall be determined by the Administrator and may be based upon one or more Performance Criteria or any other specific criteria, including service to the Company or any Affiliate, determined by the Administrator. Stock Payments may, but are not required to be made in lieu of base salary, bonus, fees or other cash compensation otherwise payable to such Eligible Individual.

9.4Deferred Stock. The Administrator is authorized to grant Deferred Stock to any Eligible Individual. The number of shares of Deferred Stock shall be determined by the Administrator and may be based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, as the Administrator determines, in each case on a specified date or dates or over any period or periods determined by the Administrator. Shares underlying a Deferred Stock award which is subject to a vesting schedule or other conditions or criteria set by the Administrator will not be issued until those conditions have been satisfied. Unless otherwise provided by the Administrator, a holder of Deferred Stock shall have no rights as a Company stockholder with respect to such Deferred Stock until such time as the Award has vested and the Shares underlying the Award have been issued to the Participant.

9.5Restricted Stock Units. The Administrator is authorized to grant Restricted Stock Units to any Eligible Individual. The number and terms and conditions of Restricted Stock Units shall be determined by the Administrator. The Administrator shall specify the date or dates on which the Restricted Stock Units shall become fully vested and nonforfeitable, and may specify such conditions to vesting as it deems appropriate, including conditions based on one or more Performance Criteria or other specific criteria, including service to the Company or any Affiliate, in each case on a specified date or dates or over any period or periods, as determined by the Administrator. The Administrator shall specify, or permit the Participant to elect, the conditions and dates upon which the Shares underlying the Restricted Stock Units which shall be issued, which dates shall not be

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earlier than the date as of which the Restricted Stock Units vest and become nonforfeitable and which conditions and dates shall be subject to compliance with Section 409A of the Code or an exemption therefrom. On the distribution dates, the Company shall issue to the Participant one unrestricted, fully transferable Share (or the Fair Market Value of one such Share in cash) for each vested and nonforfeitable Restricted Stock Unit.

9.6Performance Share Awards. Any Eligible Individual selected by the Administrator may be granted one or more Performance Share Awards which shall be denominated in a number of Shares and the vesting of which may be linked to any one or more of the Performance Criteria, other specific performance criteria (in each case on a specified date or dates or over any period or periods determined by the Administrator) and/or time-vesting or other criteria, as determined by the Administrator.

9.7Other Incentive Awards.  The Administrator is authorized to grant Other Incentive Awards to any Eligible Individual, which Awards may cover Shares or the right to purchase Shares or have a value derived from the value of, or an exercise or conversion privilege at a price related to, or that are otherwise payable in or based on, Shares, shareholder value or shareholder return, in each case on a specified date or dates or over any period or periods determined by the Administrator. Other Incentive Awards may be linked to any one or more of the Performance Criteria or other specific performance criteria determined appropriate by the Administrator.

9.8Cash Settlement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination thereof.

9.9Other Terms and Conditions. All applicable terms and conditions of each Award described in this Article 9, including without limitation, as applicable, the term, vesting and exercise/purchase price applicable to the Award, shall be set by the Administrator in its sole discretion, provided , however , that the value of the consideration shall not be less than the par value of a Share, unless otherwise permitted by applicable law.

9.10Exercise upon Termination of Service. Awards described in this Article 9 are exercisable or distributable, as applicable, only while the Participant is an Employee, Director or Consultant, as applicable. The Administrator, however, in its sole discretion may provide that such Award may be exercised or distributed subsequent to a Termination of Service as provided under an applicable Program, Award Agreement, payment deferral election and/or in certain events, including a Change in Control, the Participant’s death, retirement or disability or any other specified Termination of Service.

ARTICLE 10.

STOCK APPRECIATION RIGHTS

10.1Grant of Stock Appreciation Rights.

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(e)The Administrator is authorized to grant Stock Appreciation Rights to Eligible Individuals from time to time, in its sole discretion, on such terms and conditions as it may determine consistent with the Plan.

(f)A Stock Appreciation Right shall entitle the Participant (or other person entitled to exercise the Stock Appreciation Right pursuant to the Plan) to exercise all or a specified portion of the Stock Appreciation Right (to the extent then-exercisable pursuant to its terms) and to receive from the Company an amount determined by multiplying the difference obtained by subtracting the exercise price per share of the Stock Appreciation Right from the Fair Market Value on the date of exercise of the Stock Appreciation Right by the number of Shares with respect to which the Stock Appreciation Right shall have been exercised, subject to any limitations the Administrator may impose. Except as described in Section 10.1(c) hereof, the exercise price per Share subject to each Stock Appreciation Right shall be set by the Administrator, but shall not be less than 100% of the Fair Market Value on the date the Stock Appreciation Right is granted.

(g)Notwithstanding the foregoing provisions of Section 10.1(b) hereof to the contrary, in the case of a Stock Appreciation Right that is a Substitute Award, the price per share of the shares subject to such Stock Appreciation Right may be less than 100% of the Fair Market Value per share on the date of grant; provided , however , that the excess of: (a) the aggregate Fair Market Value (as of the date such Substitute Award is granted) of the shares subject to the Substitute Award, over (b) the aggregate exercise price thereof does not exceed the excess of (x) the aggregate fair market value (as of the time immediately preceding the transaction giving rise to the Substitute Award, such fair market value to be determined by the Administrator) of the shares of the predecessor entity that were subject to the grant assumed or substituted for by the Company, over (y) the aggregate exercise price of such shares.

10.2Stock Appreciation Right Vesting.

(a)The period during which the right to exercise, in whole or in part, a Stock Appreciation Right vests in the Participant shall be set by the Administrator and the Administrator may determine that a Stock Appreciation Right may not be exercised in whole or in part for a specified period after it is granted. Such vesting may be based on service with the Company or any Affiliate, or any other criteria selected by the Administrator. At any time after grant of a Stock Appreciation Right, the Administrator may, in its sole discretion and subject to whatever terms and conditions it selects, accelerate the period during which a Stock Appreciation Right vests.

(b)No portion of a Stock Appreciation Right which is unexercisable at Termination of Service shall thereafter become exercisable, except as may be otherwise provided by the Administrator either in an applicable Program or Award Agreement or by action of the Administrator following the grant of the Stock Appreciation Right.

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10.3Manner of Exercise. All or a portion of an exercisable Stock Appreciation Right shall be deemed exercised upon delivery of all of the following to the stock administrator of the Company, or such other person or entity designated by the Administrator, or his, her or its office, as applicable:

(a)A written or electronic notice complying with the applicable rules established by the Administrator stating that the Stock Appreciation Right, or a portion thereof, is exercised. The notice shall be signed by the Participant or other person then-entitled to exercise the Stock Appreciation Right or such portion of the Stock Appreciation Right;

(b)Such representations and documents as the Administrator, in its sole discretion, deems necessary or advisable to effect compliance with all applicable provisions of the Securities Act and any other federal, state or foreign securities laws or regulations. The Administrator may, in its sole discretion, also take whatever additional actions it deems appropriate to effect such compliance; and

(c)In the event that the Stock Appreciation Right shall be exercised pursuant to this Section 10.3 by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Stock Appreciation Right.

10.4Stock Appreciation Right Term. The term of each Stock Appreciation Right shall be set by the Administrator in its sole discretion; provided , however , that the term shall not be more than ten (10) years from the date the Stock Appreciation Right is granted. The Administrator shall determine the time period, including the time period following a Termination of Service, during which the Participant has the right to exercise the vested Stock Appreciation Rights, which time period may not extend beyond the expiration date of the Stock Appreciation Right term. Except as limited by the requirements of Section 409A of the Code, the Administrator may extend the term of any outstanding Stock Appreciation Right, and may extend the time period during which vested Stock Appreciation Rights may be exercised, in connection with any Termination of Service of the Participant, and may amend any other term or condition of such Stock Appreciation Right relating to such a Termination of Service.

10.5Payment. Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 10 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.

ARTICLE 11.

ADDITIONAL TERMS OF AWARDS

11.1Payment. The Administrator shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exercise of the Award) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences, in each

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case, having a Fair Market Value on the date of delivery equal to the aggregate payments required, (c) delivery of a written or electronic notice that the Participant has placed a market sell order with a broker with respect to Shares then-issuable upon exercise or vesting of an Award, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the aggregate payments required; provided , however , that payment of such proceeds is then made to the Company upon settlement of such sale, or (d) other form of legal consideration acceptable to the Administrator. The Administrator shall also determine the methods by which Shares shall be delivered or deemed to be delivered to Participants. Notwithstanding any other provision of the Plan to the contrary, no Participant who is a Director or an “executive officer” of the Company within the meaning of Section 13(k) of the Exchange Act shall be permitted to make payment with respect to any Awards granted under the Plan, or continue any extension of credit with respect to such payment with a loan from the Company or a loan arranged by the Company in violation of Section 13(k) of the Exchange Act.

11.2Tax Withholding. The Company and its Affiliates shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company or an Affiliate, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s social security, Medicare and any other employment tax obligation) required by law to be withheld with respect to any taxable event concerning a Participant arising as a result of the Plan. The Administrator may in its sole discretion and in satisfaction of the foregoing requirement allow a Participant to elect to have the Company or an Affiliate withhold Shares otherwise issuable under an Award (or allow the surrender of Shares). The Administrator shall determine the fair market value of the Shares, consistent with applicable provisions of the Code, for tax withholding obligations due in connection with a broker-assisted cashless Option or Stock Appreciation Right exercise involving the sale of shares to pay the Option or Stock Appreciation Right exercise price or any tax withholding obligation.

11.3Transferability of Awards.

(a)Except as otherwise provided in Section 11.3(b) or (c) hereof:

(i)No Award under the Plan may be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution or, subject to the consent of the Administrator, pursuant to a DRO, unless and until such Award has been exercised, or the shares underlying such Award have been issued, and all restrictions applicable to such shares have lapsed;

(ii)No Award or interest or right therein shall be liable for the debts, contracts or engagements of the Participant or his successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, hypothecation, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy) unless and until such Award has been exercised, or the Shares underlying such Award have been issued, and all restrictions applicable to such Shares have lapsed, and any attempted disposition of an Award prior to the satisfaction of these conditions shall be null and void and of no effect, except to the extent that such disposition is permitted by clause (i) of this provision; and

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(iii)During the lifetime of the Participant, only the Participant may exercise an Award (or any portion thereof) granted to him under the Plan, unless it has been disposed of pursuant to a DRO; after the death of the Participant, any exercisable portion of an Award may, prior to the time when such portion becomes unexercisable under the Plan or the applicable Program or Award Agreement, be exercised by his personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

(b)Notwithstanding Section 11.3(a) hereof, the Administrator, in its sole discretion, may determine to permit a Participant to transfer an Award other than an Incentive Stock Option to any one or more Permitted Transferees, subject to the following terms and conditions: (i) an Award transferred to a Permitted Transferee shall not be assignable or transferable by the Permitted Transferee other than by will or the laws of descent and distribution; (ii) an Award transferred to a Permitted Transferee shall continue to be subject to all the terms and conditions of the Award as applicable to the original Participant (other than the ability to further transfer the Award); and (iii) the Participant and the Permitted Transferee shall execute any and all documents requested by the Administrator, including without limitation, documents to (A) confirm the status of the transferee as a Permitted Transferee, (B) satisfy any requirements for an exemption for the transfer under applicable federal, state and foreign securities laws and (C) evidence the transfer.

(c)Notwithstanding Section 11.3(a) hereof, a Participant may, in the manner determined by the Administrator, designate a beneficiary to exercise the rights of the Participant and to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is subject to all terms and conditions of the Plan and any Program or Award Agreement applicable to the Participant, except to the extent the Plan, the Program and the Award Agreement otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Administrator. If the Participant is married and resides in a “community property” state, a designation of a person other than the Participant’s spouse as his or her beneficiary with respect to more than 50% of the Participant’s interest in the Award shall not be effective without the prior written or electronic consent of the Participant’s spouse. If no beneficiary has been designated or survives the Participant, payment shall be made to the person entitled thereto pursuant to the Participant’s will or the laws of descent and distribution. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filed with the Administrator prior to the Participant’s death.

11.4Conditions to Issuance of Shares.

(a)Notwithstanding anything herein to the contrary, neither the Company nor its Affiliates shall be required to issue or deliver any certificates or make any book entries evidencing Shares pursuant to the exercise of any Award, unless and until the Administrator has determined, with advice of counsel, that the issuance of such Shares is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements of any exchange on which the Shares are listed or traded, and the Shares are covered by an effective registration statement or applicable exemption from registration. In addition to the terms and conditions provided herein,

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the Administrator may require that a Participant make such reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems advisable in order to comply with any such laws, regulations, or requirements.

(b)All Share certificates delivered pursuant to the Plan and all shares issued pursuant to book entry procedures are subject to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state, or foreign securities or other laws, rules and regulations and the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted, or traded. The Administrator may place legends on any Share certificate or book entry to reference restrictions applicable to the Shares.

(c)The Administrator shall have the right to require any Participant to comply with any timing or other restrictions with respect to the settlement, distribution or exercise of any Award, including a window-period limitation, as may be imposed in the sole discretion of the Administrator.

(d)No fractional Shares shall be issued and the Administrator shall determine, in its sole discretion, whether cash shall be given in lieu of fractional shares or whether such fractional shares shall be eliminated by rounding down.

(e)Notwithstanding any other provision of the Plan, unless otherwise determined by the Administrator or required by any applicable law, rule or regulation, the Company and/or its Affiliates may, in lieu of delivering to any Participant certificates evidencing Shares issued in connection with any Award, record the issuance of Shares in the books of the Company (or, as applicable, its transfer agent or stock plan administrator).

11.5Forfeiture Provisions. Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: (a)(i) any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and (ii) the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if (b)(i) a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, or (ii) the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or (iii) the Participant incurs a Termination of Service for “cause” (as such term is defined in the sole discretion of the Administrator).

11.6Prohibition on Repricing. Subject to Section 13.2 hereof, the Administrator shall not, without the approval of the stockholders of the Company, (i) authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce its price per share, or (ii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award when the Option or Stock Appreciation Right price per share exceeds the Fair Market Value of the underlying Shares. Subject to Section 13.2 hereof, the Administrator shall have the authority, without the approval of

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the stockholders of the Company, to amend any outstanding award to increase the price per share or to cancel and replace an Award with the grant of an Award having a price per share that is greater than or equal to the price per share of the original Award.

ARTICLE 12.

ADMINISTRATION

12.1Administrator. The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and, unless otherwise determined by the Board, shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided , however , that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.l or otherwise provided in any charter of the Committee. Except as may otherwise be provided in any charter of the Committee, appointment of Committee members shall be effective upon acceptance of appointment. Committee members may resign at any time by delivering written or electronic notice to the Board. Vacancies in the Committee may only be filled by the Board. Notwithstanding the foregoing, (a) the full Board, acting by a majority of its members in office, shall conduct the general administration of the Plan with respect to Awards granted to Non-Employee Directors and (b) the Board or Committee may delegate its authority hereunder to the extent permitted by Section 12.6 hereof.

12.2Duties and Powers of Administrator. It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan and any Program as are not inconsistent with the Plan, to interpret, amend or revoke any such rules and to amend any Program or Award Agreement provided that the rights or obligations of the holder of the Award that is the subject of any such Program or Award Agreement are not affected adversely by such amendment, unless the consent of the Participant is obtained or such amendment is otherwise permitted under Section 13.10 hereof. Any such grant or award under the Plan need not be the same with respect to each Participant. Any such interpretations and rules with respect to Incentive Stock Options shall be consistent with the provisions of Section 422 of the Code. In its sole discretion, the Board may at any time and from time to time exercise any and all rights and duties of the Committee under the Plan except with respect to matters which under Rule 16b‑3 under the Exchange Act, Section 162(m) of the Code, or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded are required to be determined in the sole discretion of the Committee.

12.3Action by the Committee. Unless otherwise established by the Board or in any charter of the Committee, a majority of the Committee shall constitute a quorum and the acts of a

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majority of the members present at any meeting at which a quorum is present, and acts approved in writing by all members of the Committee in lieu of a meeting, shall be deemed the acts of the Committee. Each member of the Committee is entitled to, in good faith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s independent certified public accountants, or any executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan.

12.4Authority of Administrator. Subject to any specific designation in the Plan, the Administrator has the exclusive power, authority and sole discretion to:

(a)Designate Eligible Individuals to receive Awards;

(b)Determine the type or types of Awards to be granted to each Eligible Individual;

(c)Determine the number of Awards to be granted and the number of Shares to which an Award will relate;

(d)Determine the terms and conditions of any Award granted pursuant to the Plan, including, but not limited to, the exercise price, grant price, or purchase price, any performance criteria, any restrictions or limitations on the Award, any schedule for vesting, lapse of forfeiture restrictions or restrictions on the exercisability of an Award, and accelerations or waivers thereof, and any provisions related to non-competition and recapture of gain on an Award, based in each case on such considerations as the Administrator in its sole discretion determines;

(e)Determine whether, to what extent, and pursuant to what circumstances an Award may be settled in, or the exercise price of an Award may be paid in cash, Shares, other Awards, or other property, or an Award may be canceled, forfeited, or surrendered;

(f)    Prescribe the form of each Award Agreement, which need not be identical for each Participant;

(g)Decide all other matters that must be determined in connection with an Award;

(h)Establish, adopt, or revise any rules and regulations as it may deem necessary or advisable to administer the Plan;

(i)    Interpret the terms of, and any matter arising pursuant to, the Plan, any Program or any Award Agreement; and

(j)    Make all other decisions and determinations that may be required pursuant to the Plan or as the Administrator deems necessary or advisable to administer the Plan.

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12.5Decisions Binding. The Administrator’s interpretation of the Plan, any Awards granted pursuant to the Plan, any Program, any Award Agreement and all decisions and determinations by the Administrator with respect to the Plan are final, binding, and conclusive on all parties.

12.6Delegation of Authority. To the extent permitted by applicable law or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, the Board or Committee may from time to time delegate to a committee of one or more members of the Board or one or more officers of the Company the authority to grant or amend Awards or to take other administrative actions pursuant to this Article 12; provided , however , that in no event shall an officer of the Company be delegated the authority to grant awards to, or amend awards held by, the following individuals: (a) individuals who are subject to Section 16 of the Exchange Act, (b) Covered Employees, or (c) officers of the Company (or Directors) to whom authority to grant or amend Awards has been delegated hereunder; provided further , that any delegation of administrative authority shall only be permitted to the extent it is permissible under Section 162(m) of the Code and applicable securities laws or the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded. Any delegation hereunder shall be subject to the restrictions and limits that the Board or Committee specifies at the time of such delegation, and the Board may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 12.6 shall serve in such capacity at the pleasure of the Board and the Committee.

ARTICLE 13.

MISCELLANEOUS PROVISIONS

13.1Amendment, Suspension or Termination of the Plan. Except as otherwise provided in this Section 13.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board. However, without approval of the Company’s stockholders given within twelve (12) months before or after the action by the Administrator, no action of the Administrator may, except as provided in Section 13.2 hereof, (i) increase the Share Limit, (ii) reduce the price per share of any outstanding Option or Stock Appreciation Right granted under the Plan, or (iii) cancel any Option or Stock Appreciation Right in exchange for cash or another Award in violation of Section 11.6 hereof. Except as provided in Section 13.10 hereof, no amendment, suspension or termination of the Plan shall, without the consent of the Participant, impair any rights or obligations under any Award theretofore granted or awarded, unless the Award itself otherwise expressly so provides. No Awards may be granted or awarded during any period of suspension or after termination of the Plan, and in no event may any Award be granted under the Plan after the tenth (10 ^th ) anniversary of the Effective Date.

13.2Changes in Common Stock or Assets of the Company, Acquisition or Liquidation of the Company and Other Corporate Events .

(f)In the event of any stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of the Company’s stock or the share

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price of the Company’s stock other than an Equity Restructuring, the Administrator shall make equitable adjustments, if any, to reflect such change with respect to (i) the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the Share Limit and Individual Award Limits); (ii) the number and kind of shares of Common Stock (or other securities or property) subject to outstanding Awards; (iii) the terms and conditions of any outstanding Awards (including, without limitation, any applicable performance targets or criteria with respect thereto); and/or (iv) the grant or exercise price per share for any outstanding Awards under the Plan. Any adjustment affecting an Award intended as Performance-Based Compensation shall be made consistent with the requirements of Section 162(m) of the Code unless otherwise determined by the Administrator.

(g)In the event of any transaction or event described in Section 13.2(a) hereof or any unusual or nonrecurring transactions or events affecting the Company, any Affiliate of the Company, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations or accounting principles, the Administrator, in its sole discretion, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such transaction or event and either automatically or upon the Participant’s request, is hereby authorized to take any one or more of the following actions whenever the Administrator determines that such action is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to any Award under the Plan, to facilitate such transactions or events or to give effect to such changes in laws, regulations or principles:

(i)To provide for either (A) termination of any such Award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction or event described in this Section 13.2, the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment) or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion having an aggregate value not exceeding the amount that could have been attained upon the exercise of such Award or realization of the Participant’s rights had such Award been currently exercisable or payable or fully vested;

(ii)To provide that such Award be assumed by the successor or survivor corporation, or a parent or subsidiary thereof, or shall be substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices;

(iii)To make adjustments in the number and type of securities subject to outstanding Awards and Awards which may be granted in the future and/or in the terms, conditions and criteria included in such Awards (including the grant or exercise price, as applicable);

(iv)To provide that such Award shall be exercisable or payable or fully vested with respect to all securities covered thereby, notwithstanding anything to the contrary in the Plan or an applicable Program or Award Agreement; and

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(v)To provide that the Award cannot vest, be exercised or become payable after such event.

(h)In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in Sections 13.2(a) and 13.2(b) hereof:

(i)The number and type of securities subject to each outstanding Award and the exercise price or grant price thereof, if applicable, shall be equitably adjusted; and/or

(ii)The Administrator shall make such equitable adjustments, if any, as the Administrator in its discretion may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments to the Share Limit and the Individual Award Limits). The adjustments provided under this Section 13.2(c) shall be nondiscretionary and shall be final and binding on the affected Participant and the Company.

(i)Notwithstanding any other provision of the Plan, in the event of a Change in Control, each outstanding Award shall be assumed or an equivalent Award substituted by the successor corporation or a parent or subsidiary of the successor corporation. For the purposes of this Section 13.2(d), an Award shall be considered assumed or substituted if, following the Change in Control, the assumed or substituted Award confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) received in the Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided , however , that if such consideration received in the Change in Control was not solely common stock of the successor corporation or its parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the assumed or substituted Award, for each share of Common Stock subject to such Award, to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

(j)In the event that the successor corporation in a Change in Control and its parents and subsidiaries refuse to assume or substitute for any Award in accordance with Section 13.2(d) hereof, each such non-assumed/substituted Award shall become fully vested and, as applicable, exercisable and shall be deemed exercised, immediately prior to the consummation of such transaction, and all forfeiture restrictions on any or all such Awards shall lapse at such time. If an Award vests and, as applicable, is exercised in lieu of assumption or substitution in connection with a Change in Control, the Administrator shall notify the Participant of such vesting and any applicable exercise , and the Award shall terminate upon the Change in Control. For the avoidance of doubt, if the value of an Award that is terminated in connection with this Section 13.2(e) is zero or negative at the time of such Change in Control, such Award shall be terminated upon the Change in Control without payment of consideration therefor.

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(k)The Administrator may, in its sole discretion, include such further provisions and limitations in any Award, agreement or certificate, as it may deem equitable and in the best interests of the Company that are not inconsistent with the provisions of the Plan.

(l)With respect to Awards which are granted to Covered Employees and are intended to qualify as Performance-Based Compensation, no adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause such Award to fail to so qualify as Performance-Based Compensation, unless the Administrator determines that the Award should not so qualify. No adjustment or action described in this Section 13.2 or in any other provision of the Plan shall be authorized to the extent that such adjustment or action would cause the Plan to violate Section 422(b)(1) of the Code. Furthermore, no such adjustment or action shall be authorized with respect to any Award to the extent such adjustment or action would result in short-swing profits liability under Section 16 or violate the exemptive conditions of Rule 16b-3 unless the Administrator determines that the Award is not to comply with such exemptive conditions.

(m)The existence of the Plan, the Program, the Award Agreement and the Awards granted hereunder shall not affect or restrict in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks whose rights are superior to or affect the Common Stock or the rights thereof or which are convertible into or exchangeable for Common Stock, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

(n)No action shall be taken under this Section 13.2 which shall cause an Award to fail to comply with Section 409A of the Code to the extent applicable to such Award, unless the Administrator determines any such adjustments to be appropriate.

(o)In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation or other distribution (other than normal cash dividends) of Company assets to stockholders, or any other change affecting the shares of Common Stock or the share price of the Common Stock including any Equity Restructuring, for reasons of administrative convenience, the Company in its sole discretion may refuse to permit the exercise of any Award during a period of thirty (30) days prior to the consummation of any such transaction.

13.3Approval of Plan by Stockholders. The Plan will be submitted for the approval of the Company’s stockholders within twelve (12) months after the date of the Board’s initial adoption of the Plan.

13.4No Stockholders Rights. Except as otherwise provided herein or in an Award Agreement, a Participant shall have none of the rights of a stockholder with respect to shares of Common Stock covered by any Award until the Participant becomes the record owner of such shares of Common Stock.

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13.5Paperless Administration. In the event that the Company establishes, for itself or using the services of a third party, an automated system for the documentation, granting or exercise of Awards, such as a system using an internet website or interactive voice response, then the paperless documentation, granting or exercise of Awards by a Participant may be permitted through the use of such an automated system.

13.6Effect of Plan upon Other Compensation Plans. The adoption of the Plan shall not affect any other compensation or incentive plans in effect for the Company or any Affiliate. Nothing in the Plan shall be construed to limit the right of the Company or any Affiliate: (a) to establish any other forms of incentives or compensation for Employees, Directors or Consultants of the Company or any Affiliate, or (b) to grant or assume options or other rights or awards otherwise than under the Plan in connection with any proper corporate purpose including without limitation, the grant or assumption of options in connection with the acquisition by purchase, lease, merger, consolidation or otherwise, of the business, stock or assets of any corporation, partnership, limited liability company, firm or association.

13.7Compliance with Laws. The Plan, the granting and vesting of Awards under the Plan and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded hereunder are subject to compliance with all applicable federal, state, local and foreign laws, rules and regulations (including but not limited to state, federal and foreign securities law and margin requirements), the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Any securities delivered under the Plan shall be subject to such restrictions, and the person acquiring such securities shall, if requested by the Company, provide such assurances and representations to the Company as the Company may deem necessary or desirable to assure compliance with all applicable legal requirements. To the extent permitted by applicable law, the Plan and Awards granted or awarded hereunder shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

13.8Titles and Headings, References to Sections of the Code or Exchange Act. The titles and headings of the sections in the Plan are for convenience of reference only and, in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. References to sections of the Code or the Exchange Act shall include any amendment or successor thereto.

13.9Governing Law. The Plan and any agreements hereunder shall be administered, interpreted and enforced under the internal laws of the State of California without regard to conflicts of laws thereof.

13.10Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is subject to Section 409A of the Code, the Plan, any applicable Program and the Award Agreement covering such Award shall be interpreted in accordance with Section 409A of the Code. Notwithstanding any provision of the Plan to the contrary, in the event that, following the Effective Date, the Administrator determines that any Award may be subject to Section 409A of the Code, the Administrator may adopt such amendments to the Plan, any applicable Program and the Award Agreement or adopt other policies and procedures (including amendments,

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policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to avoid the imposition of taxes on the Award under Section 409A of the Code, either through compliance with the requirements of Section 409A of the Code or with an available exemption therefrom.

13.11No Rights to Awards. No Eligible Individual or other person shall have any claim to be granted any Award pursuant to the Plan, and neither the Company nor the Administrator is obligated to treat Eligible Individuals, Participants or any other persons uniformly.

13.12Unfunded Status of Awards. The Plan is intended to be an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Program or Award Agreement shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate.

13.13Indemnification. To the extent allowable pursuant to applicable law, each member of the Board and any officer or other employee to whom authority to administer any component of the Plan is delegated shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action or failure to act pursuant to the Plan and against and from any and all amounts paid by him or her in satisfaction of judgment in such action, suit, or proceeding against him or her; provided , however , that he or she gives the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled pursuant to the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

13.14Relationship to other Benefits. No payment pursuant to the Plan shall be taken into account in determining any benefits under any pension, retirement, savings, profit sharing, group insurance, welfare or other benefit plan of the Company or any Affiliate except to the extent otherwise expressly provided in writing in such other plan or an agreement thereunder.

13.15Expenses. The expenses of administering the Plan shall be borne by the Company and its Affiliates.

[signature page follows]

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* * * * *

I hereby certify that the foregoing Plan was duly adopted by the Board of Directors of On Assignment, Inc. on March 18, 2010.

* * * * *

I hereby certify that the foregoing Plan was approved by the stockholders of On Assignment, Inc. on June 3, 2010.

Executed on this 3^rd day of June, 2010.

/s/ Tarini Ramaprakash 

Tarini Ramaprakash, Corporate Secretary

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EX-10.10

Exhibit 10.10

FIRST AMENDMENT TO THE

ON ASSIGNMENT, INC. 2010 INCENTIVE AWARD PLAN

Pursuant to the authority reserved to the Board of Directors (the “Board) of On Assignment, Inc., a Delaware corporation (the “Company”) under Section 13.1 of the 2010 Incentive Award Plan (the “Plan”), the Board hereby amends the Plan as follows (the “Amendment”), effective as of June 7, 2013 (the “Amendment Date”). Capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Plan:

1. The following sentence is added to the end of Section 2.38, “Performance Period”:

Any Performance Period shall be at least one (1) year in duration; provided, however, that up to ten percent (10%) of the total number of Performance Award Shares granted in any calendar year shall not be subject to the one-year duration limitation.

2. Subject to approval by the stockholders of the Company within twelve (12) months of the Amendment Date, the first sentence of Section 3.1, Number of Shares , is deleted and replaced in its entirety with the following:

(a) Subject to Section 3.1(b) and Section 13.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be equal to the sum of (x) 4,000,000 Shares and (y) any Shares which, as of the Amendment Date, are available for issuance under the Plan (the “ Share Limit ”); provided , however , that the Share Limit shall be reduced by 1.53 shares for each Share delivered in settlement of any Full Value Award. The maximum aggregate number of Shares that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed four million (4,000,000) Shares (or such lesser number as may be available under the Share Limit).

The remainder of Section 3.1 shall not be affected by this Amendment.

3. The first sentence of Section 12.1, Administrator, is deleted and replaced in its entirety with the following:

The Committee (or another committee or a subcommittee of the Board assuming the functions of the Committee under the Plan) shall administer the Plan (except as otherwise permitted herein) and shall consist solely of two or more Non-Employee Directors appointed by and holding office at the pleasure of the Board, each of whom is intended to qualify as a “non-employee director” as defined by Rule 16b-3 of the Exchange Act, an “outside director” for purposes of Section 162(m) of the Code and an “independent director” under the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded, in each case, to the extent required under such provision; provided , however , that any action taken by the Committee shall be valid and effective, whether or not members of the Committee at the time of such action are later determined not to have satisfied the requirements for membership set forth in this Section 12.l or otherwise provided in any charter of the Committee.

The remainder of Section 12.1 shall not be affected by this Amendment.

This Amendment shall be and, as of the Amendment Date, is hereby incorporated in and forms a part of the Plan. Except as expressly provided in this Amendment, all terms and conditions of this Plan and any awards outstanding thereunder shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this Amendment to be executed by a duly authorized officer of the Company as of the 27 ^th day of March, 2013.

On Assignment, Inc.

/s/ Tarini Ramaprakash

Tarini Ramaprakash

EX-10.19

Exhibit 10.19

FIRST AMENDMENT TO

AMENDED AND RESTATED ON ASSIGNMENT, INC.

2012 EMPLOYMENT INDUCEMENT INCENTIVE AWARD PLAN

This First Amendment (“First Amendment”) to the Amended and Restated On Assignment, Inc. 2012 Employment Inducement Incentive Award Plan (the “Plan”) is adopted by the Board of Directors (the “Board”) of On Assignment, Inc., a Delaware corporation (the “Company”), effective as of June 5, 2015. Capitalized terms used in this First Amendment and not otherwise defined shall have the same meanings assigned to them in the Plan.

RECITALS

A.  The Company currently maintains the Plan.

B. Pursuant to Section 12.1 of the Plan, the Board has the authority to amend the Plan.

C. The Board believes it to be in the best interest of the Company to amend the Plan to increase the Share Limit.

AMENDMENT

 1. The first sentence of Section 3.1(a) of the Plan is hereby amended and restated in its entirety to read as follows:

“Subject to Section 3.1(b) and Section 12.2 hereof, the aggregate number of Shares which may be issued or transferred pursuant to Awards under the Plan shall be one million two hundred thirty-five thousand eight hundred sixty-one (1,235,861) (the “Share Limit”).”

This First Amendment shall be and hereby is incorporated in and forms a part of the Plan. Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this First Amendment to be executed by a duly authorized officer of the Company as of the 5^th day of June, 2015.

On Assignment, Inc.

By: /s/Peter. T. Dameris

Peter T. Dameris

President and Chief Executive Officer

EX-10.20

Exhibit 10.20

ON ASSIGNMENT, INC.

2012 EMPLOYMENT INDUCEMENT AWARD PLAN

TIME-VESTING

RESTRICTED STOCK UNIT AWARD NOTICE

On Assignment, Inc., a Delaware corporation, (the “Company”), pursuant to its 2012 Employment Inducement Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an award of restricted stock units (“ Restricted Stock Units ” or “ RSUs ”). Each Restricted Stock Unit represents the right to receive one Share upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “ Restricted Stock Unit Award Agreement ”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Time-Vesting Restricted Stock Unit Award Notice (the “ Grant Notice ”) and the Restricted Stock Unit Award Agreement.

Participant:	[ó]
Grant Date:	[ó], 2012
Grant Number:	[ó]
Total Number of RSUs:	[ó]
Vesting Schedule:
Termination:	Pursuant to Section 2.5 of the Restricted Stock Unit Award Agreement, if Participant ceases to be an Employee, Consultant or Director prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such termination of services will thereupon be automatically forfeited by Participant without payment of any consideration therefor.

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Restricted Stock Unit Award Agreement and this Grant Notice. Participant has reviewed the Restricted Stock Unit Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Restricted Stock Unit Award Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Restricted Stock Unit Award Agreement. In addition, by signing below, Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding Shares otherwise issuable to Participant upon full vesting of the RSUs, (ii) instructing a broker on Participant’s behalf to sell Shares otherwise issuable to Participant upon vesting of the RSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B .

ON ASSIGNMENT, INC.: HOLDER:		PARTICIPANT:
By:		By:	__________________________
Print Name:	Peter Dameris	Print Name:	__________________________
Title:	President and Chief Executive Officer	Date:	__________________________
Address:	26745 Malibu Hills Road	Address:	[ó]
	Calabasas, CA 91301		[ó]

ON ASSIGNMENT, INC.

2012 EMPLOYMENT INDUCEMENT AWARD PLAN

PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD NOTICE

On Assignment, Inc., a Delaware corporation, (the “Company”), pursuant to its 2012 Employment Inducement Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an award of Performance-Based Restricted Stock Units (“ Restricted Stock Units ” or “ RSUs ”). Each Restricted Stock Unit represents the right to receive one Share upon vesting of such Restricted Stock Unit. This award of Restricted Stock Units is subject to all of the terms and conditions set forth herein and in the Performance-Based Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “ Award Agreement ”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Performance-Based Restricted Stock Unit Award Notice (the “ Grant Notice ”) and Award Agreement.

Participant:	[ó]
Grant Date:	[ó], 2012
Grant Number:	[ó]
Total Number of RSUs:	[ó]
Vesting Schedule:
Termination:	Pursuant to Section 2.5 of the Award Agreement, if Participant ceases to be an Employee, Consultant or Director prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such termination of services will thereupon be automatically forfeited by Participant without payment of any consideration therefor.

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Award Agreement and this Grant Notice. Participant has reviewed the Award Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Award Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Award Agreement. In addition, by signing below, Participant also agrees that the Company, in its sole discretion, may satisfy any withholding obligations in accordance with Section 2.6(b) of the Agreement by (i) withholding Shares otherwise issuable to Participant upon full vesting of the RSUs, (ii) instructing a broker on Participant’s behalf to sell Shares otherwise issuable to Participant upon vesting of the RSUs and submit the proceeds of such sale to the Company, or (iii) using any other method permitted by Section 2.6(b) of the Agreement or the Plan. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B .

`

ON ASSIGNMENT, INC.: HOLDER:		PARTICIPANT:
By:		By:	__________________________
Print Name:	Peter Dameris	Print Name:
Title:	President and Chief Executive Officer	Date:	__________________________
Address:	26745 Malibu Hills Road	Address:	[ó]
	Calabasas, CA 91301		[ó]

`

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD NOTICE

ON ASSIGNMENT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Time-Vesting Restricted Stock Unit Award Notice and the Performance-Based Restricted Stock Unit Award Notice (together, the “ Grant Notice ”) to which this Restricted Stock Unit Award Agreement (this “ Agreement ”) is attached, On Assignment, Inc., a Delaware corporation (the “ Company ”), has granted to Participant an award of restricted stock units (“ Restricted Stock Units ” or “ RSUs ”) under the On Assignment, Inc. 2012 Employment Inducement Award Plan, as amended from time to time (the “ Plan ”).

ARTICLE 1.

GENERAL

1.1Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share (subject to adjustment as provided in Section 12.2 of the Plan) solely for purposes of the Plan and this Agreement. The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to Participant if such Restricted Stock Units vest pursuant to Section 2.3 hereof. The Restricted Stock Units shall not be treated as property or as a trust fund of any kind.

1.2Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.

GRANT OF RESTRICTED STOCK UNITS

2.1Grant of RSUs; Employment Inducement Award.

(a)For good and valuable consideration, receipt of which is acknowledged by the Company, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company grants to Participant an award of RSUs as set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement.

(b)The RSUs are intended to constitute an “employment inducement” award under New York Stock Exchange (“ NYSE ”) Rule 303A.08, and consequently are intended to be exempt from the NYSE rules regarding shareholder approval of stock option plans or other equity compensation arrangements. This Agreement and the terms and conditions of the RSUs shall be interpreted in accordance and consistent with such exemption.

2.2Company’s Obligation to Pay. Each RSU has a value equal to the Fair Market Value of a Share on the date it becomes vested. Unless and until the RSUs will have vested in the manner set forth in Article 2 hereof, Participant will have no right to payment of any such RSUs. Prior to

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actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3Vesting Schedule. Subject to Sections 2.5 hereof, the RSUs awarded by the Grant Notice will vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth on the Grant Notice to which this Agreement is attached (the “ Vesting Schedule ”), subject to Participant’s continued employment or services through the applicable vesting dates, as a condition to the vesting of the applicable installment of the RSUs and the rights and benefits under this Agreement.

2.4Consideration to the Company. In consideration of the grant of the award of RSUs by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

2.5Forfeiture, Termination and Cancellation upon Termination of Services. Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of Service for any or no reason, all then unvested RSUs subject to this Agreement will thereupon be automatically forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and Participant, or Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder.

2.6Payment upon Vesting.

(a)As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event later than sixty (60) days after such vesting date (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exemption from Section 409A of the Code), the Company shall deliver to Participant (or any transferee permitted under Section 3.2 hereof) a number of Shares (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Company in its sole discretion) equal to the number of Restricted Stock Units subject to this award that vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 2.5 hereof. Notwithstanding the foregoing, in the event Shares cannot be issued pursuant to Section 2.7(a), (b) or (c) hereof, then the Shares shall be issued pursuant to the preceding sentence as soon as administratively practicable after the Administrator determines that Shares can again be issued in accordance with Sections 2.7(a), (b) and (c) hereof.

(b)Notwithstanding anything to the contrary in this Agreement, the Company shall be entitled to require payment by Participant of any sums required by applicable law to be withheld with respect to the grant of RSUs or the issuance of Shares. Such payment shall be made by deduction from other compensation payable to Participant or in such other form of consideration acceptable to the Company which may, in the sole discretion of the Administrator, include:

(i)Cash or check;

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(ii) Surrender of Shares (including, without limitation, Shares otherwise issuable under the RSUs) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the minimum amount required to be withheld by statute; or

(iii)Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable under the RSUs, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of its withholding obligations; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).

The Company shall not be obligated to deliver any new certificate representing Shares to Participant or Participant’s legal representative or enter such Share in book entry form unless and until Participant or Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all federal, state and local taxes applicable to the taxable income of Participant resulting from the grant or vesting of the RSUs or the issuance of Shares.

2.7Conditions to Delivery of Stock. Subject to Section 2.6 hereof, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or treasury Shares. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares deliverable hereunder or portion thereof prior to fulfillment of all of the following conditions:

(a)The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b)The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 2.6 hereof; and

(e)The lapse of such reasonable period of time following the vesting of any Restricted Stock Units as the Administrator may from time to time establish for reasons of administrative convenience.

2.8Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

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ARTICLE 3.

OTHER PROVISIONS

3.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. Neither any person or persons acting as the Administrator nor any member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.2Grant is Not Transferable. During the lifetime of Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

3.3Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.4Adjustments Upon Specified Events. The Administrator may accelerate payment and vesting of the Restricted Stock Units in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Stock), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Restricted Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Restricted Stock Units. Participant acknowledges that the RSUs are subject to amendment, modification and termination in certain events as provided in this Agreement and under the Plan, including without limitation, under Section 12.2 of the Plan.

3.5Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.5, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

3.6Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

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3.7Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

3.8Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

3.9Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator; provided that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of Participant.

3.10Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.2 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

3.11Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

3.12Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

3.13Section 409A. The RSUs are not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the RSUs (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the RSUs to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

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3.14Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to RSUs, as and when payable hereunder.

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EXHIBIT B

TO RESTRICTED STOCK UNIT AWARD NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of ____________________, have read and approve the foregoing On Assignment, Inc. Time-Vesting Restricted Stock Unit Award Notice, On Assignment, Inc. Performance-Based Restricted Stock Unit Award Notice and the Restricted Stock Unit Award Agreement (together, the “ Agreement ”). In consideration of issuing to my spouse the shares of the common stock of On Assignment, Inc. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of On Assignment, Inc. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: ________________________ Signature of Spouse

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EX-10.21

Exhibit 10.21

ON ASSIGNMENT, INC.

2012 EMPLOYMENT INDUCEMENT AWARD PLAN

STOCK OPTION GRANT NOTICE

On Assignment, Inc., a Delaware corporation, (the “Company”), pursuant to its 2012 Employment Inducement Award Plan, as amended from time to time (the “ Plan ”), hereby grants to the holder listed below (“ Participant ”), an option to purchase the number of Shares set forth below (the “ Option ”). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the “ Stock Option Agreement ”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (the “ Grant Notice ”) and the Stock Option Agreement.

Participant:
Grant Date:
Grant Number:
Exercise Price per Share:	$
Total Exercise Price:	$
Total Number of Shares
Expiration Date:
Vesting Schedule:

Type of Option:      Incentive Stock Option Non-Qualified Stock Option

By his or her signature and the Company’s signature below, Participant agrees to be bound by the terms and conditions of the Plan, the Stock Option Agreement and this Grant Notice. Participant has reviewed the Stock Option Agreement, the Plan and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice, the Stock Option Agreement and the Plan. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, this Grant Notice or the Stock Option Agreement. If Participant is married, his or her spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B .

ON ASSIGNMENT, INC.: HOLDER:		PARTICIPANT:
By:		By:	___________________________
	Peter Dameris	Print Name:
Title:	President and Chief Executive Officer	Date:	___________________________
Address:	26745 Malibu Hills Road	Address:
	Calabasas, CA 91301

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

ON ASSIGNMENT, INC. STOCK OPTION AGREEMENT

Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “ Agreement ”) is attached, On Assignment, Inc., a Delaware corporation (the “ Company ”), has granted to Participant an Option under the On Assignment, Inc. 2012 Employment Inducement Award Plan, as amended from time to time (the “ Plan ”), to purchase the number of Shares indicated in the Grant Notice.

ARTICLE 1.

GENERAL

1.1Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice.

1.2Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

ARTICLE 2.

GRANT OF OPTION

2.1Grant of Option; Employment Inducement Award.

(a)For good and valuable consideration, receipt of which is acknowledged by the Company, effective as of the Grant Date set forth in the Grant Notice (the “ Grant Date ”), the Company grants to Participant the Option to purchase any part or all of an aggregate of the number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 12.2 of the Plan. Unless designated as a Non-Qualified Stock Option in the Grant Notice, the Option shall be an Incentive Stock Option to the maximum extent permitted by law.

(b)The Option is intended to constitute an “employment inducement” award under New York Stock Exchange (“ NYSE ”) Rule 303A.08, and consequently is intended to be exempt from the NYSE rules regarding shareholder approval of stock option plans or other equity compensation arrangements. This Agreement and the terms and conditions of the Option shall be interpreted in accordance and consistent with such exemption.

2.2Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided , however , that the price per share of the Shares subject to the Option shall not be less than 100% of the Fair Market Value of a Share on the Grant Date. Notwithstanding the foregoing, if this Option is designated as an Incentive Stock Option and Participant owns (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the price

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per share of the Shares subject to the Option shall not be less than 110% of the Fair Market Value of a Share on the Grant Date.

2.3Consideration to the Company. In consideration of the grant of the Option by the Company, Participant agrees to render faithful and efficient services to the Company or any Subsidiary. Nothing in the Plan or this Agreement shall confer upon Participant any right to continue in the employ or service of the Company or any Subsidiary or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

ARTICLE 3.

PERIOD OF EXERCISABILITY

3.1Commencement of Exercisability.

(a)Subject to Sections 3.1(b), 3.2, 3.3, 5.10 and 5.15 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.

(b)No portion of the Option which has not become vested and exercisable as of the date of Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and Participant.    

3.2Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

3.3Expiration of Option. The Option may not be exercised to any extent by anyone after the first to occur of the following events:

(a)The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten (10) years from the Grant Date;

(b)If this Option is designated as an Incentive Stock Option and Participant owned (within the meaning of Section 424(d) of the Code), at the time the Option was granted, more than 10% of the total combined voting power of all classes of stock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” of the Company (each within the meaning of Section 424 of the Code), the expiration of five (5) years from the Grant Date;

(c)The expiration of three (3) months from the date of Participant’s Termination of Services, unless such termination occurs by reason of Participant’s death or disability;

(d)The expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or disability; or

(e)The start of business on the date of Participant’s Termination of Service by the Company for cause.

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The Participant acknowledges that an Incentive Stock Option exercised more than three (3) months after the Participant’s Termination of Service, other than by reason of death or disability will be taxed as a Non-Qualified Stock Option.

3.4Special Tax Consequences. Participant acknowledges that, to the extent that the aggregate Fair Market Value (determined as of the time the Option is granted) of all Shares with respect to which Incentive Stock Options, including the Option (if applicable), are exercisable for the first time by Participant in any calendar year exceeds $100,000, the Option and such other options shall be Non-Qualified Stock Options to the extent necessary to comply with the limitations imposed by Section 422(d) of the Code. Participant further acknowledges that the rule set forth in the preceding sentence shall be applied by taking the Option and other “incentive stock options” into account in the order in which they were granted, as determined under Section 422(d) of the Code and the Treasury Regulations thereunder. Participant also acknowledges that an Incentive Stock Option exercised more than three (3) months after Participant’s Termination of Service, other than by reason of death or disability, will be taxed as a Non-Qualified Stock Option.

ARTICLE 4.

EXERCISE OF OPTION

4.1Person Eligible to Exercise. Except as provided in Section 5.2 hereof, during the lifetime of Participant, only Participant may exercise the Option or any portion thereof. After the death of Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.

4.2Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.

4.3Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third party administrator or other person or entity designated by the Company) of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:

(a)A written or electronic notice complying with the applicable rules established by the Administrator stating that the Option, or a portion thereof, is exercised. The notice shall be signed by Participant or other person then entitled to exercise the Option or such portion of the Option;

(b)Full payment of the exercise price and applicable withholding taxes to the stock administrator of the Company for the Shares with respect to which the Option, or portion thereof, is exercised, in a manner permitted by Section 4.4 hereof;

(c)Any other written representations or documents as may be required in the Administrator’s sole discretion to effect compliance with all applicable provisions of the Securities Act, the Exchange Act, any other federal, state or foreign securities laws or regulations, the rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded or any other applicable law; and

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(d)In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country and which may be subject to change from time to time.

4.4Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of Participant:

(a)Cash or check;

(b)With the consent of the Administrator, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or

(c)Other property acceptable to the Administrator (including, without limitation, through the delivery of a notice that Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale).

4.5Conditions to Issuance of Stock. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares or treasury Shares. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the following conditions:

(a)The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b)The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;

(c)The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;

(d)The receipt by the Company of full payment for such Shares, including payment of any applicable withholding tax, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and

(e)The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.

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4.6Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 12.2 of the Plan.

ARTICLE 5.

OTHER PROVISIONS

5.1Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon Participant, the Company and all other interested persons. No person or persons acting as the Administrator and no member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.2Whole Shares. The Option may only be exercised for whole Shares.

5.3Option Not Transferable. Except as expressly provided under the Plan, (i) the Option may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and distribution, unless and until the Shares underlying the Option have been issued, and all restrictions applicable to such Shares have lapsed, (ii) neither the Option nor any interest or right therein shall be liable for the debts, contracts or engagements of Participant or his or her successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such disposition is permitted by the preceding sentence.

5.4Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.5Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 12.2 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.

5.6Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address

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reflected on the Company’s records. By a notice given pursuant to this Section 5.6, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to Participant shall, if Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.6. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.

5.7Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

5.8Governing Law. The laws of the State of California shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws.

5.9Conformity to Securities Laws. Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such laws, rules and regulations.

5.10Amendments, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided , that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of Participant.

5.11Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.3 hereof, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.

5.12Notification of Disposition. If this Option is designated as an Incentive Stock Option, Participant shall give prompt notice to the Company of any disposition or other transfer of any Shares acquired under this Agreement if such disposition or transfer is made (a) within two (2) years from the Grant Date with respect to such Shares or (b) within one (1) year after the transfer of such Shares to Participant. Such notice shall specify the date of such disposition or other transfer and the amount realized, in cash, other property, assumption of indebtedness or other consideration, by Participant in such disposition or other transfer.

5.13Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.

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5.14Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

5.15Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “ Section 409A ”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

5.16Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.

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EXHIBIT B

TO STOCK OPTION GRANT NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of ____________________, have read and approve the foregoing On Assignment, Inc. Stock Option Grant Notice and the Stock Option Agreement (the “ Agreement ”). In consideration of issuing to my spouse the shares of the common stock of On Assignment, Inc. set forth in the Agreement, I hereby appoint my spouse as my attorney-in-fact in respect to the exercise of any rights under the Agreement and agree to be bound by the provisions of the Agreement insofar as I may have any rights in said Agreement or any shares of the common stock of On Assignment, Inc. issued pursuant thereto under the community property laws or similar laws relating to marital property in effect in the state of our residence as of the date of the signing of the foregoing Agreement.

Dated: ____________________ Signature of Spouse

B-1

EX-10.38

Exhibit 10.38

December 13, 2017

Dear Jennifer,

As you know, you are a party to an offer letter dated April 26, 2013 (the “Offer Letter”), by and between you and On Assignment, Inc. and/or its affiliated companies (together, the “Company”). As we agree, certain provisions of the Offer Letter are no longer effective and as such this letter agreement (this “Agreement”), effective as of the date hereof (the “Effective Date”), supersedes and replaces the Offer Letter, and sets forth certain benefits the Company has determined to provide you in connection with a qualifying termination of employment, as described in further detail below.

Qualifying Termination. In the event your employment with the Company is terminated by the Company for its convenience (and not for cause or due to your death or disability), you will be eligible to receive:

• 12 months’ of your then-current annual base salary, payable in substantially equal installments in accordance with the Company’s normal payroll procedures during the period commencing on your termination date and ending on the 12-month anniversary thereof (the “Severance Period”); and

• during the Severance Period, and subject to your valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code and the regulations thereunder (together, the “Code”), Company-reimbursed or Company-paid coverage under its group health plans at the same levels as would have applied if your employment had not been terminated, based on your elections in effect on your termination date, provided,however, that (A) if any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the period of continuation coverage to be, exempt from the application of Section 409A (as defined below) under Treasury Regulation Section 1.409A-1(a)(5), or (B) the Company is otherwise unable to continue to cover you under its group health plans without incurring penalties, then, in either case, an amount equal to each remaining Company payment or reimbursement shall thereafter be paid to you in substantially equal monthly installments over the continuation coverage period (or the remaining portion thereof).

Your eligibility to receive the payments and benefits described above will be subject to your timely execution and non-revocation of a general release of claims to be set forth in a Separation Agreement in a form prescribed by the Company.

Change in Control Termination. Notwithstanding anything contained in this Agreement, you acknowledge and agree that the Company has adopted an Change in Control Severance Plan (the “CIC Plan”), as amended from time to time, and, that, in the event that you become entitled to compensation or benefits under the CIC Plan (as determined solely under the terms of the CIC Plan), the terms of the Offer Letter shall be superseded by the CIC Plan and no further compensation or benefits in any form shall become payable under the Offer Letter.

Section 409A. To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Code and Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulations or other such guidance that may be issued after the Effective Date (collectively, “Section 409A”).

Any right to a series of installment payments pursuant to this Agreement is to be treated as a right to a series of separate payments. Any payments subject to Section 409A that are subject to execution of a waiver and release which may be executed and/or revoked in a calendar year following the calendar year in which the payment event (such as termination of employment) occurs shall commence payment only in the calendar year in which the consideration period or, if applicable, release revocation period ends, as necessary to comply with Section 409A. All payments of nonqualified deferred compensation subject to Section 409A to be made upon a termination of employment under this Agreement may only be made upon your “separation from service” from the Company (within the meaning of Section 409A, a “Separation from Service”).

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

Miscellaneous. Your employment remains terminable at will by the Company or by you at any time (for any reason or for no reason), subject to the provisions contained herein. This Agreement is governed by California law. No amendment or other modification of this Agreement shall be effective unless made in writing and signed by the parties hereto. The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.

We look forward to your continued contributions to On Assignment.

	Respectfully,
	On Assignment, Inc.
	/s/Peter Dameris
	Peter Dameris
	Chief Executive Officer
Agreed acknowledged and accepted:
/s/Jennifer Hankes Painter
Chief Legal Officer

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE REGISTRANT

Apex Systems, LLC, a Virginia limited liability company

CyberCoders, Inc., a California corporation

Creative Circle, LLC, a Delaware limited liability company

Apex Life Sciences, LLC, a Delaware limited liability company

Oxford Global Resources, LLC, a Delaware limited liability company

Other subsidiaries of the Registrant are omitted from this exhibit pursuant to Regulation S-K Item 601(b)(21)(ii)

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-204776, 333-38849, 333-61998, 333-106203, 333-143907, 333-168041, 333-181426, 333-183863, and 333-189287 on Form S-8 and 333-181570 and 333-182277 on Form S-3 of our reports dated February 28, 2018, relating to the financial statements and financial statement schedule of On Assignment, Inc. and subsidiaries (which report expresses an unqualified opinion), and the effectiveness of On Assignment, Inc.’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of On Assignment, Inc. for the year ended December 31, 2017.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

February 28, 2018    

EX-31.1

Exhibit 31.1

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

 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO

 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Peter T. Dameris, certify that:

1. I have reviewed this annual report on Form 10-K of On Assignment, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: February 28, 2018	/s/ Peter T. Dameris
	Peter T. Dameris
	Chief Executive Officer

EX-31.2

Exhibit 31.2

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

 UNDER THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO

 SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edward L. Pierce certify that:

1. I have reviewed this annual report on Form 10-K of On Assignment, Inc.;

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

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

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

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

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

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

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

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

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

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

Date: February 28, 2018	/s/ Edward L. Pierce
	Edward L. Pierce
	Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

Written Statement of Chief Executive Officer

 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Executive Officer of On Assignment, Inc. (the "Company"), hereby certifies that, to his knowledge on the date hereof:

(a) the Annual Report on Form 10-K of the Company for the period ended December 31, 2017 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: February 28, 2018	/s/ Peter T. Dameris
	Peter T. Dameris
	Chief Executive Officer

EX-32.2

Exhibit 32.2

Written Statement of Chief Financial Officer

 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

The undersigned, the Chief Financial Officer of On Assignment, Inc. (the "Company"), hereby certifies that, to his knowledge on the date hereof:

(a) the Annual Report on Form 10-K of the Company for the period ended December 31, 2017 filed on the date hereof with the Securities and Exchange Commission (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

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

Date: February 28, 2018	/s/ Edward L. Pierce
	Edward L. Pierce
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Feb. 23, 2018	Jun. 30, 2017
Entity Information [Line Items]
Entity Registrant Name	ON ASSIGNMENT INC
Entity Central Index Key	0000890564
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		52,175,939
Entity Public Float			$ 2,703,775,671
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands		Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Restricted Cash and Cash Equivalents, Current	[1]	$ 36,667	$ 27,044
Current Assets:
Accounts receivable, net of allowance of $9,909 and $8,093 respectively		428,536	386,858
Prepaid expenses and income taxes		18,592	6,331
Workerscompensationreceivable		12,702	14,001
Other current assets		3,026	3,290
Total current assets		499,523	437,524
Property and equipment, net		57,996	56,942
Goodwill		894,095	873,513
Identifiable intangible assets, net		352,766	377,730
Other non-current assets		5,749	6,958
Total assets		1,810,129	1,752,667
Current liabilities:
Accounts payable		6,870	6,266
Accrued payroll and contract professional pay		114,832	111,596
Workers' Compensation Liability, Current		14,777	15,784
Income taxes payable		1,229	1,260
Other current liabilities		29,009	27,593
Total current liabilities		166,717	162,499
Long-term debt		575,213	640,355
Deferred income tax liabilities		69,436	74,282
Other long-term liabilities		7,372	6,592
Total liabilities		818,738	883,728
Commitments and contingencies (Note 8)
Stockholders’ equity:
Preferred Stock, Value, Issued		0	0
Common Stock, Value, Issued		521	527
Paid-in capital		566,090	562,862
Retained earnings		428,419	315,573
Accumulated other comprehensive loss		(3,639)	(10,023)
Total stockholders’ equity		991,391	868,939
Total liabilities and stockholders’ equity		$ 1,810,129	$ 1,752,667

[1] Includes $2.2 million of restricted cash at December 31, 2017, related to the Company's deferred compensation plan. There was no restricted cash at December 31, 2016. See "Note 12. Stock-Based Compensation and Other Employee Benefit Plans".

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CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Allowance for Doubtful Accounts Receivable, Current	$ 9,909	$ 8,093
Stockholders’ equity:
Preferred Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred Stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred Stock, shares issued (in shares)	0	0
Preferred Stock, shares outstanding (in shares)	0	0
Common Stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common Stock, shares authorized (in shares)	75,000,000	75,000,000
Common Stock, shares issued (in shares)	52,151,538	52,716,388
Common Stock: shares outstanding (in shares)	52,151,538	52,716,388

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Statement [Abstract]
Revenues	$ 2,625,924	$ 2,440,413	$ 2,065,008
Costs of services	1,775,851	1,645,230	1,386,263
Gross profit	850,073	795,183	678,745
Selling, general and administrative expenses	591,893	565,829	492,170
Amortization of intangible assets	33,444	39,628	34,467
Operating income	224,736	189,726	152,108
Interest expense	(27,643)	(32,327)	(26,444)
Write-off of loan costs	0	0	(3,751)
Income before income taxes	197,093	157,399	121,913
Provision for income taxes	39,219	60,203	50,491
Income from continuing operations	157,874	97,196	71,422
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	0	0	25,703
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent	(199)	5	525
Net income	$ 157,675	$ 97,201	$ 97,650
Basic earnings per common share:
Continuing operations	$ 3.01	$ 1.83	$ 1.37
Discontinued operations	0.00	0.00	0.50
Net income	3.01	1.83	1.87
Diluted earnings per common share:
Continuing operations	2.97	1.81	1.35
Discontinued operations	0.00	0.00	0.49
Net income	$ 2.97	$ 1.81	$ 1.84
Number of shares and share equivalents used to calculate earnings per share:
Basic (in shares)	52,503	53,192	52,259
Diluted (in shares)	53,205	53,747	53,005
Reconciliation of net income to comprehensive income:
Net income	$ 157,675	$ 97,201	$ 97,650
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax	6,384	(1,861)	(3,714)
Changes in fair value of derivative, net of tax	0	0	122
Comprehensive income	$ 164,059	$ 95,340	$ 94,058

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total		Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Income (Loss) [Member]
Balance (in shares) at Dec. 31, 2014			51,386,693
Balance at Dec. 31, 2014	$ 634,408		$ 514	$ 483,902	$ 154,562	$ (4,570)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)			329,502
Exercise of common stock options	3,472		$ 3	3,469
Employee stock purchase plan (in shares)			204,401
Employee stock purchase plan	$ 5,293		$ 2	5,291
Stock Repurchased and Retired During Period, Shares	(43,000)		(89,174)
Stock Repurchased and Retired During Period, Value	$ (3,819)		$ (1)	(1,173)	(2,645)
Stock-based compensation expense	23,471			23,471
Vesting of restricted stock units and restricted stock awards (in shares)			398,850
Vesting of restricted stock units and restricted stock awards	(8,823)		$ 4	(8,827)
Tax deficiency from stock-based compensation	$ 6,551	[1]		6,551
Stock Issued During Period, Shares, Acquisitions	794,700		794,700
Stock Issued During Period, Value, Acquisitions	$ 30,183		$ 8	30,175
Fair value adjustment of derivatives, net of income tax	122					122
Translation adjustments	(3,714)					(3,714)
Net income	97,650				97,650
Balance (in shares) at Dec. 31, 2015			53,024,972
Balance at Dec. 31, 2015	784,794		$ 530	542,859	249,567	(8,162)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)			185,484
Exercise of common stock options	2,251		$ 2	2,249
Employee stock purchase plan (in shares)			242,303
Employee stock purchase plan	7,507		$ 2	7,505
Stock Repurchased and Retired During Period, Shares			(1,133,553)
Stock Repurchased and Retired During Period, Value	(43,091)		$ (11)	(11,885)	(31,195)
Stock-based compensation expense	26,559			26,559
Vesting of restricted stock units and restricted stock awards (in shares)			397,182
Vesting of restricted stock units and restricted stock awards	(7,160)		$ 4	(7,164)
Tax deficiency from stock-based compensation	2,739	[1]		2,739
Fair value adjustment of derivatives, net of income tax	0
Translation adjustments	(1,861)					(1,861)
Net income	$ 97,201				97,201
Balance (in shares) at Dec. 31, 2016	52,716,388		52,716,388
Balance at Dec. 31, 2016	$ 868,939		$ 527	562,862	315,573	(10,023)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)			36,561
Exercise of common stock options	351		$ 0	351
Employee stock purchase plan (in shares)			214,466
Employee stock purchase plan	7,404		$ 2	7,402
Stock Repurchased and Retired During Period, Shares			(1,229,249)
Stock Repurchased and Retired During Period, Value	(58,070)		$ (12)	(13,229)	(44,829)
Stock-based compensation expense	24,509			24,509
Vesting of restricted stock units and restricted stock awards (in shares)			413,372
Vesting of restricted stock units and restricted stock awards	(15,801)		$ 4	(15,805)
Fair value adjustment of derivatives, net of income tax	0
Translation adjustments	6,384					6,384
Net income	$ 157,675				157,675
Balance (in shares) at Dec. 31, 2017	52,151,538		52,151,538
Balance at Dec. 31, 2017	$ 991,391		$ 521	$ 566,090	$ 428,419	$ (3,639)

[1] Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than within paid-in capital, see “Note 2. Accounting Standards Update”.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016		Dec. 31, 2015
Cash Flows from Operating Activities:
Net income	$ 157,675	$ 97,201		$ 97,650
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	58,604	62,249		51,569
Provision for Doubtful Accounts	12,050	10,788		10,486
Provision (benefit) for deferred income taxes	(5,140)	12,834		11,549
Allocated Share-based Compensation Expense	24,044	27,024		22,018
Workers' Compensation Provision	2,908	2,693		2,117
Write off of Deferred Debt Issuance Cost	0	0		3,751
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	0	0		(25,703)
Other Noncash Income (Expense)	(6,610)	(5,642)		(7,136)
Changes in operating assets and liabilities:
Accounts receivable	(50,461)	(43,289)		(53,775)
Prepaid expenses and income taxes	(11,861)	6,433		100
Increase (Decrease) in Income Taxes Payable	613	3,346		(7,679)
Accounts payable	315	(2,236)		1,684
Accrued payroll and contract professional pay	1,040	23,556		242
Increase (Decrease) in Workers' Compensation Liabilities	(2,616)	(2,691)		(901)
Payments of earn-outs	0	(4,780)		0
Other	2,665	561		3,800
Net cash provided by operating activities(1)	196,446	199,331	[1]	124,044	[1]
Cash Flows from Investing Activities:
Cash paid for property and equipment	(24,265)	(27,138)		(24,689)
Cash paid for acquisitions, net of cash acquired	(25,940)	0		(552,777)
Proceeds from Divestiture of Businesses, Net of Cash Divested	0	6,000		115,440
Other	88	(846)		496
Net cash used in investing activities	(50,117)	(21,984)		(461,530)
Cash Flows from Financing Activities:
Principal payments of long-term debt	(105,000)	(129,000)		(516,125)
Proceeds from long-term debt	37,000	11,000		875,000
Proceeds from option exercises and employee stock purchase plan	7,755	9,758		6,591
Payment of employment taxes related to release of restricted stock awards	(14,886)	(7,024)		(8,823)
Repurchase of common stock	(60,065)	(41,096)		(1,645)
Debt issuance or amendment costs	(3,273)	(889)		(23,890)
Payments of Merger Related Costs, Financing Activities	0	16,814		0
Net cash provided by (used in) financing activities(1)	(138,469)	(174,065)	[1]	331,108	[1]
Effect of exchange rate changes on cash and cash equivalents	1,763	(107)		(1,467)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect	9,623	3,175		(7,845)
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	27,044	23,869		31,714
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents	36,667	27,044		23,869
Deferred Compensation Plan Assets	2,200
Supplemental Disclosure of Cash Flow Information
Income taxes	55,326	38,190		45,478
Interest	24,074	26,829		22,282
Non-Cash Investing and Financing Activities:
Equity consideration for acquisition	0	0		30,183
Proceeds from Stock Options Exercised	0	0		2,174
Acquisition of property and equipment through accounts payable	2,313	438		989
Unsettled repurchases of common stock	$ 0	$ 1,995		$ 0

[1] Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). The Company elected to present retrospectively its gross excess tax benefits as cash flows from operating activities in the consolidated statements of cash flows for all periods presented, which increased cash flows from operating activities and decreased cash flows from financing activities by $3.1 million and $6.6 million for the years ended December 31, 2016 and 2015 respectively, see “Note 2. Accounting Standards Update”.

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Significant Accounting Policie

Summary of Significant Accounting Policies

Principles of Consolidation. The consolidated financial statements include the accounts of On Assignment, Inc. and its wholly-owned subsidiaries (the “Company”). All intercompany accounts and transactions have been eliminated.

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition. Revenues from contract assignments, net of billing adjustments and discounts, are recognized when earned, based on hours worked by the Company’s contract professionals. Permanent placement revenues (direct hire and conversion fees) are recognized as revenues when employment candidates or contract professionals begin permanent employment. The Company records a sales allowance against consolidated revenues for estimated billing adjustments based on historical experience. The billing adjustment reserve includes an allowance for fallouts, which are permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less. When a fallout occurs the Company will generally find a replacement candidate at no additional cost to the client. The Company includes reimbursed expenses in revenues and the associated amounts of expenses in costs of services.

The Company has direct contractual relationships with its customers, bears the risks and rewards of the transactions and has the discretion to select the contract professionals and establish the price of services provided, as such the Company is a principal and recognizes revenues on a gross basis.

Costs of Services. Costs of services include direct costs of contract assignments consisting primarily of payroll, payroll taxes and benefit costs for the Company’s contract professionals. Costs of services also include assignment expenses, many of which are reimbursable by the client.

Income Taxes. Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

The Company makes a comprehensive review of its uncertain tax positions regularly. An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed return, or planned to be taken in a future tax return or claim that has not been reflected in measuring income tax expense for financial reporting purposes. The Company recognizes the tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination on the basis of the technical merits or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired.

Foreign Currency Translation. The functional currency of the Company’s foreign operations is their local currency, and as such, their assets and liabilities are translated into U.S. dollars at the rate of exchange in effect on the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during each monthly period. The related translation adjustments are recorded as cumulative foreign currency translation adjustments in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses resulting from foreign currency transactions, which are not material, are included in selling, general and administrative (“SG&A”) expenses in the consolidated statements of operations and comprehensive income.

Cash, Cash Equivalents and Restricted Cash. The Company considers all money market funds and highly liquid investments with maturities of three months or less when purchased to be cash equivalents, and from time to time it may include restricted cash related to the Company's deferred compensation plan.

Accounts Receivable Allowances. The Company estimates an allowance for (i) expected credit losses (the inability of customers to make required payments), (ii) assignment revenue billing adjustments (e.g., bill rate adjustments, time card adjustments, early pay discounts) and (iii) fallouts (permanent placements that do not complete the contingency period, which is typically 90 days or less). These estimates are based on a combination of past experience and current trends. In estimating the allowance for expected credit losses consideration is given to the current aging of receivables and a specific review for potential bad debts. The resulting bad debt expense is included in SG&A expenses and assignment revenue billing adjustments and fallouts are reported as reductions to revenues in the consolidated statements of operations and comprehensive income. Receivables are written-off when deemed uncollectible.

Leases. Office space leases range from six months to 11 years. Rent expense is recognized on a straight-line basis over the lease term. Differences between the straight-line rent expense and amounts payable under the leases are recorded as deferred rent which is included in other current liabilities and other long-term liabilities, as appropriate, in the consolidated balance sheets. This includes the impact of both scheduled rent increases and free or reduced periods. Allowances provided by landlords for leasehold improvements are included in deferred rent.

Property and Equipment. Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Leasehold improvements are amortized over the shorter of the life of the related asset or the remaining term of the lease. Costs associated with customized internal-use software systems that have reached the application development stage and meet recoverability tests are capitalized and include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the application development.

Business Combinations. Assets acquired and liabilities assumed are measured at their estimated fair values as of the acquisition date. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows and estimates made by management. Accordingly, these can be affected by future performance and other factors, which may cause final amounts to differ materially from original estimates. The preliminary estimates of the fair value of assets acquired and liabilities assumed are subject to change during a one-year measurement period. Adjustments to these preliminary estimates that are identified during the one-year measurement period are recognized in the reporting period in which the adjustments are determined.

The excess of consideration transferred over the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the combination as of the acquisition date. Acquisition-related costs are expensed as incurred.

Goodwill and Identifiable Intangible Assets. Goodwill and indefinite-lived intangible assets (consisting entirely of trademarks) are tested for impairment on an annual basis as of October 31. Interim testing of goodwill and indefinite-lived intangible assets for impairment also occurs whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying value.

Goodwill is tested at the reporting unit level which is generally an operating segment or one level below the operating segment level where a business operates and for which discrete financial information is available and reviewed by segment management. The Company may first assess qualitative factors (Step 0) to determine whether it is necessary to perform a quantitative goodwill impairment test. If it is determined that a quantitative test is required (Step 1), the Company determines the fair value of each reporting unit by weighting fair value estimates using three accepted valuation methodologies: (i) an income approach, specifically a discounted cash flow analysis, (ii) a market approach, specifically the guideline company method and (iii) another market approach, specifically the similar transactions method. If after performing Step 1 of the goodwill impairment test, the fair value of equity of any reporting unit does not exceed the carrying value of equity, the Company performs a second step (“Step 2”) of the goodwill impairment test for that reporting unit. Step 2 measures the amount of goodwill impairment by comparing the implied fair value of the respective reporting unit's goodwill after estimating the fair value of specifically identifiable intangible assets, with the carrying value of that goodwill. The implied fair value of goodwill is determined using the same approach utilized to estimate the amount of goodwill recognized in a business combination.

A qualitative analysis is performed for trademarks to determine if there were any indicators that the carrying value might not be recovered. A quantitative analysis may be performed in order to test the trademarks for impairment. If a quantitative analysis is necessary, an income approach, specifically a relief from royalty method, is used to estimate the fair value of the trademarks. Principal factors used in the relief from royalty method that require judgment are projected net sales, discount rates, royalty rates and terminal growth assumptions. The estimated fair value of each trademark is compared to its carrying value to determine if impairment exists.

Finite-lived intangible assets are amortized over their useful lives and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Customer relationships and favorable contracts are amortized based on the annual cash flows observed in the valuation of the asset which generally accelerates the amortization into the earlier years reflective of the economic life of the asset. Contractor relationships, non-compete agreements and in-use software are amortized using the straight-line method.

There were no impairments of goodwill, trademarks or finite-lived intangible assets in 2017, 2016 and 2015.

Impairment or Disposal of Long-Lived Assets. The Company evaluates long-lived assets, other than goodwill and identifiable intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the sum of the undiscounted future cash flows is less than the carrying amount of the asset, in which case a write-down is recorded to reduce the related asset to its estimated fair value. There were no significant impairments of long-lived assets in 2017, 2016 and 2015.

Workers’ Compensation Loss Reserves. The Company carries retention policies for its workers’ compensation liability exposures. Under these policies, the Company pays a base premium plus actual losses incurred, not to exceed certain stop-loss limits. The Company is insured for losses above these limits, both per occurrence and in the aggregate. The Company estimates its workers' compensation loss reserves based on a third party actuarial study based on claims filed and claims incurred but not reported. The Company accounts for claims incurred but not yet reported based on estimates derived from historical claims experience and current trends of industry data. Changes in estimates and differences in estimates and actual payments for claims are recognized in the period that the estimates changed or the payments were made.

Contingencies. The Company records an estimated loss from a loss contingency when information available prior to issuance of its financial statements indicates it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies, such as legal settlements and workers’ compensation matters, requires the Company to use judgment.

Stock-Based Compensation. The Company records compensation expense for restricted stock awards and restricted stock units based on the fair market value of the awards on the date of grant. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The Company accounts for stock options granted and employee stock purchase plan shares based on an estimated fair market value using a Black-Scholes option valuation model. This methodology requires the use of subjective assumptions including expected stock price volatility and the estimated life of each award. The fair value of equity-based compensation awards less the estimated forfeitures is amortized over the vesting period of the award.

Concentration of Credit Risk. Financial instruments that potentially subject the Company to credit risks consist primarily of cash, cash equivalents and restricted cash and trade receivables. The Company places its cash and cash equivalents in low risk investments with quality credit institutions and limits the amount of credit exposure with any single institution above FDIC insured limits. Concentration of credit risk with respect to accounts receivable is limited because of the large number of geographically dispersed customers, thus spreading the trade credit risk. The Company performs ongoing credit evaluations to identify risks and maintains an allowance to address these risks.

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Accounting Standards Update

12 Months Ended

Dec. 31, 2017

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Accounting Standards Update

Recently Adopted Accounting Pronouncements

Effective January 1, 2017, the Company adopted Accounting Standards Update ("ASU") No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than in the consolidated balance sheet within additional paid-in capital. This change in accounting for excess tax benefits and deficiencies is applied prospectively to the consolidated statements of operations and comprehensive income. The Company elected to present retrospectively its gross excess tax benefits as cash flows from operating activities in the consolidated statements of cash flows. The adoption of ASU 2016-09 did not have an impact on the opening balance of retained earnings. The Company elected to continue to estimate expected forfeitures to determine the amount of stock-based compensation expense to be recognized. During 2017, the Company recognized net excess tax benefits of $4.5 million ($0.09 per diluted share), which reduced the provision for income taxes and increased income from continuing operations and net income. In the years ended December 31, 2016 and 2015, the Company reclassified $3.1 million and $6.6 million, respectively, gross excess tax benefits related to stock-based compensation out of cash flows from financing activities and into cash flows from operating activities.

Effective December 31, 2017, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230). This standard prescribes amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning and end-of-period total amounts shown on the statement of cash flows. Prior to this standard there was no specific guidance on the cash flow classification and presentation of changes in restricted cash or restricted cash equivalents. This standard should be applied using a retrospective transition method for each period presented. The adoption of this standard did not have a significant impact on the Company’s financial statements.

Accounting Pronouncements Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a comprehensive new revenue recognition model designed to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new standard also requires additional quantitative and qualitative disclosures. The Company has completed its analysis and adopted the new standard effective January 1, 2018 using the modified retrospective method. The modified retrospective method requires entities to apply the new revenue standard only to the current-year in which the standard is first implemented. Upon adoption, the Company did not have an opening retained earnings adjustment. The Company will change its presentation of the allowance for fallouts (permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less) on its consolidated balance sheets, which is currently included in accounts receivable allowances and the balance is $1.5 million as of December 31, 2017; under the new standard these are considered contract liabilities and upon adoption of the standard they will be presented as liabilities on the Company’s consolidated balance sheet. Aside from this change, the adoption of this standard is not expected to have a material impact on its consolidated financial statements and disclosures.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to improve financial reporting about leasing transactions. This standard requires a lessee to record on the balance sheet the assets and liabilities for the rights and obligations created by lease terms of more than 12 months. The Company is required to adopt this standard effective January 1, 2019. The Company commenced its assessment of the new standard during the fourth quarter of 2017, developed a project plan to guide the implementation and is evaluating the impact the new standard will have on its consolidated financial statements.

In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017-01, Business Combinations (Topic 805) Clarifying the Definition of a Business. The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill and consolidation. The Company adopted this standard on January 1, 2018 and its application did not have a material impact on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment. The new guidance eliminates Step 2 of the goodwill impairment test which requires companies to calculate the implied fair value of goodwill, determined in the same manner as the amount of goodwill recognized in a business combination and using a hypothetical purchase price allocation. Under the new guidance, goodwill impairment will now be measured as the amount by which a reporting unit’s carrying value exceeds its fair value. The Company is required to adopt this standard on January 1, 2020, and early adoption is permitted. The Company does not expect the adoption of this guidance will have a material impact on its consolidated financial statements.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting. This ASU provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. An entity would not apply modification accounting if the fair value, vesting conditions and classification of the awards are the same immediately before and after the modification. The amendments in this ASU will be applied prospectively to awards modified on or after the adoption date. The Company adopted this standard on January 1, 2018 and its application did not have a material impact on its consolidated financial statements.

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Property and Equipment

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Property and Equipment.

Property and Equipment

Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands):

	2017			2016
Computer hardware and software	$	115,444		$	96,138
Furniture, fixtures and equipment	17,556			14,956
Leasehold improvements	16,628			12,670
Work-in-progress	4,565			5,522
	154,193			129,286
Less -- accumulated depreciation	(96,197		)	(72,344		)
	$	57,996		$	56,942

Depreciation expense related to property and equipment was $25.2 million in 2017, $22.6 million in 2016 and $16.8 million in 2015 and is included in SG&A expenses.

The Company has capitalized costs related to its various technology initiatives. At December 31, 2017 and 2016, the net book value of the property and equipment related to computer software was $33.3 million and $31.8 million, respectively, which included work-in-progress of $3.2 million and $3.1 million, respectively.

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Acquisitions

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Acquisitions

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 is determined primarily by using a discounted cash flow method (a non-recurring fair value measurement based on Level 3 inputs). Goodwill represents the expected synergies with our existing business, the acquired assembled workforce, potential new customers and future cash flows after the acquisition.

Stratacuity Acquisition

On August 8, 2017, the Company acquired all of the outstanding shares of StratAcuity Staffing Partners, Inc. ("Stratacuity") headquartered in New Hampshire for $25.9 million. Acquisition expenses of approximately $0.5 million were expensed in 2017 and included in SG&A expenses. Stratacuity was purchased to expand the Company's specialized clinical/scientific staffing solutions for biotechnology and pharmaceutical organizations. Goodwill associated with this acquisition totaled $17.5 million and is deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.6 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Stratacuity of $7.5 million and $0.6 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2017. The purchase accounting for this acquisition has been finalized. Stratacuity is included in the Apex segment.

LabResource Acquisition

On April 14, 2015, the Company acquired all of the outstanding shares of LabResource B.V. (“LabResource”) headquartered in Amsterdam, the Netherlands for $12.7 million. Acquisition expenses of approximately $0.4 million were expensed in 2015 and included in SG&A expenses. LabResource was purchased to expand the Company's life sciences staffing business in Europe. Goodwill associated with this acquisition totaled $6.4 million and is not deductible for income tax purposes. Identifiable intangible assets related to this acquisition totaled $7.5 million. The results of operations for this acquisition have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from LabResource of $7.7 million and $1.0 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. The purchase accounting this acquisition has been finalized. LabResource is included in the Oxford segment.

Creative Circle Acquisition

On June 5, 2015, the Company acquired all of the outstanding shares of the holding company for Creative Circle, LLC (“Creative Circle”). Creative Circle, which is headquartered in Los Angeles, California, was purchased to expand the Company’s technical and creative staffing services. The purchase price consisted of $540.0 million in cash, $30.2 million of common stock (794,700 shares of the Company’s common stock) and estimated future contingent consideration which was valued at $13.8 million. Acquisition expenses of approximately $5.7 million were expensed in 2015 and included in SG&A expenses. Goodwill related to this acquisition totaled $358.0 million and is deductible for income tax purposes. The results of operations for Creative Circle have been combined with those of the Company from the acquisition date. Revenues and income before income taxes from Creative Circle of $167.2 million and $22.9 million, respectively, were included in the consolidated statement of operations and comprehensive income for 2015. Creative Circle is included in the Apex segment.

The final value of the contingent consideration for Creative Circle was $15.8 million, an increase of $2.0 million from the initial valuation. This increase consisted of (i) accretion of discount, as the initial value was recorded on a discounted basis and (ii) an increase in the obligation due to higher than expected post-acquisition performance of the acquired business. The $15.8 million obligation was paid in 2016, of which $13.8 million was included in cash used in financing activities and $2.0 million in cash used in operating activities.

The purchase accounting for the Creative Circle acquisition has been finalized and the following table summarizes the consideration paid, assets acquired and liabilities assumed (in thousands):

Cash	$	4,840
Accounts receivable	34,386
Prepaid expenses and other current assets	4,462
Property and equipment	5,077
Goodwill	358,029
Identifiable intangible assets	194,500
Other	651
Total assets acquired	$	601,945
Total liabilities assumed	12,254
Total purchase price (1)	$	589,691

______

(1) Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.

The following table summarizes the Creative Circle acquired identifiable intangible assets (in thousands):

	Useful life
Contractor relationships	2 - 4 years	$	29,500
Customer relationships	2 - 10 years	90,700
Non-compete agreements	2 - 6 years	7,300
Favorable contracts	5 years	900
Trademarks	indefinite	66,100
Total identifiable intangible assets acquired		$	194,500

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Discontinued Operations

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Discontinued Operations

On February 1, 2015, the Company completed the sale of its Physician Segment for $123.0 million and recognized a gain on the sale of $25.7 million (net of income taxes of $14.4 million). The operating results of this segment are presented as discontinued operations in the consolidated statements of operations and comprehensive income for all periods presented.

Cash flows from discontinued operations are included in the accompanying consolidated statements of cash flows. There were no significant cash flows from operating activities related to discontinued operations during 2017 and 2016. The net cash used in operating activities that is attributable to the Physician Segment for the year ended December 31, 2015 was $1.8 million.

There were no significant operating results from discontinued operations during 2017 and 2016. The following is a summary of the operating results of all of the Company's discontinued operations for the year ended December 31, 2015 (in thousands):

Revenues	$	12,068
Costs of services	8,653
Gross profit	3,415
Selling, general and administrative expenses	2,385
Amortization of intangible assets	155
Income before income taxes	875
Provision for income taxes	350
Income from discontinued operations, net of income taxes	$	525

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Goodwill and Identifiable Assets

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Identifiable Intangible Assets

Goodwill and Other Identifiable Intangible Assets

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands):

	Apex		Oxford			Total
Balance as of December 31, 2015	$	644,617	$	230,289		$	874,906
Translation adjustment	—		(1,393		)	(1,393		)
Balance as of December 31, 2016	$	644,617	$	228,896		$	873,513
Stratacuity acquisition	17,467		—			17,467
Translation adjustment			3,115			3,115
Balance as of December 31, 2017	$	662,084	$	232,011		$	894,095

As of December 31, 2017 and 2016, the Company had the following acquired intangible assets (in thousands):

		2017						2016
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer relationships	2 - 10 years	$	202,588	$	119,272	$	83,316	$	196,204	$	98,804	$	97,400
Contractor relationships	2 - 5 years	71,121		59,174		11,947		69,721		50,528		19,193
Non-compete agreements	2 - 7 years	11,850		6,600		5,250		10,861		4,922		5,939
In-use software	6 years	18,900		12,816		6,084		18,900		9,666		9,234
Favorable contracts	5 years	900		673		227		900		453		447
		305,359		198,535		106,824		296,586		164,373		132,213
Not subject to amortization:
Trademarks		245,942		—		245,942		245,517		—		245,517
Total		$	551,301	$	198,535	$	352,766	$	542,103	$	164,373	$	377,730

Amortization expense for intangible assets with finite lives was $33.4 millionin 2017,$39.6 millionin2016and$34.5 millionin2015. Estimated amortization for each of the next five years and thereafter follows (in thousands):

2018	$	30,322
2019	23,287
2020	15,613
2021	12,753
2022	8,044
Thereafter	16,805
	$	106,824

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Long-Term Debt

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Long-Term Debt

Long-Term Debt

At December 31, 2017 and 2016, long-term debt consisted of the following (in thousands):

	2017			2016
$200 million revolving credit facility, due February 21, 2022	$	—		$	—
Term B loan facility, due June 5, 2022	588,000			656,000
	588,000			656,000
Unamortized deferred loan costs	(12,787		)	(15,645		)
	$	575,213		$	640,355

In 2015, the Company entered into a $975.0 million credit facility consisting of (i) an $825.0 million seven-year term B loan facility and (ii) a $150.0 million revolving credit facility.

The facility was amended four separate times. The first amendment was on August 5, 2016, resulting in a reduction of 25 basis points in the interest rate for the term B loan facility and the Company incurred $0.9 million in third-party fees, which were included in interest expense in 2016. The second amendment was on February 21, 2017, which resulted in (i) a reduction of 50 basis points in the interest rate for the term B loan facility, (ii) an increase in the borrowing capacity of the revolving credit facility from $150.0 million to $200.0 million and (iii) extension of the maturity date for the revolving credit facility to February 21, 2022. The third amendment was on August 22, 2017, which resulted in a reduction of 25 basis points in the interest rate for the term B loan facility. The fourth amendment was on September 22, 2017, which resulted in (i) a reduction of 25 to 50 basis points in the interest rate on the revolving credit facility, depending on leverage levels and (ii) a reduction of five basis points on the commitment fee for the undrawn portion. Related to the 2017 amendments the Company incurred $3.3 million in third-party fees, of which $2.7 million was included in interest expense and the remainder was capitalized and will be amortized over the term of the revolving credit facility.

Borrowings under the term B loan bear interest at LIBOR plus 2.00 percent. Borrowings under the revolving credit facility bear interest at LIBOR plus 1.25 to 2.25 percent, or the bank’s base rate plus 0.25 to 1.25 percent, depending on leverage levels. A commitment fee of 0.20 to 0.35 percent is payable on the undrawn portion of the revolving credit facility. At December 31, 2017, the interest rate on the term B loan was 3.6 percent and there were no borrowings under the revolving credit facility.

Under terms of the credit facility, the Company is required to make minimum quarterly payments of $2.1 million and mandatory prepayments from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events, subject to specified exceptions. Due to principal payments made through December 31, 2017, no additional minimum quarterly payments are required. The credit facility includes various restrictive covenants including the maximum ratio of consolidated funded debt to consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") (4.00 to 1.00 as of December 31, 2017, and steps down at regular intervals to 3.25 to 1.00 on March 31, 2019). The credit facility also contains certain customary limitations including, among other terms and conditions, the Company's ability to incur additional indebtedness, engage in mergers and acquisitions and declare dividends.

At December 31, 2017 the Company was in compliance with its debt covenants; its ratio of consolidated funded debt to consolidated EBITDA was 1.89 to 1.00, and it had $195.6 million available borrowing capacity under its revolving credit facility.

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Commitments and Contingencies

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

The Company leases its facilities and certain office equipment under operating leases, which expire at various dates through 2025. Certain leases contain rent escalations or renewal options or both. Rent expense for all significant leases is recognized on a straight-line basis. Rent expense is included in SG&A expenses and was $26.4 million, $25.6 million and $21.6 million in 2017, 2016 and 2015, respectively. The balance of the deferred rent liability reflected in other current liabilities in the accompanying consolidated balance sheets was $1.2 million and $0.6 million at December 31, 2017 and 2016, respectively, and the balance reflected in other long-term liabilities was $5.0 million and $5.2 million, at December 31, 2017 and 2016, respectively.

The following is a summary of the Company's specified contractual cash obligations as of December 31, 2017, excluding current liabilities that are included in the consolidated balance sheet (in thousands):

	Operating Leases		Related Party Leases		Purchase Obligations		Total
2018	$	20,387	$	1,302	$	10,283	$	31,972
2019	17,520		1,282		8,362		27,164
2020	14,698		1,314		1,055		17,067
2021	12,146		1,347		—		13,493
2022	8,089		1,380		—		9,469
Thereafter	7,267		2,618		—		9,885
Total	$	80,107	$	9,243	$	19,700	$	109,050

As a result of the Apex Systems acquisition, the Company leasestwoproperties owned by certain board members and an executive of the Company. Rent expense for these two properties was $1.3 million for each of the years2017,2016and2015.

Purchase obligations are non-cancelable job board service agreements, software maintenance and license agreements and software subscriptions.

The workers' compensation loss reserves were $2.1 million and $1.8 million, net of anticipated insurance and indemnification recoveries of $12.7 million and $14.0 million, at December 31, 2017 and 2016, respectively. The Company has unused stand-by letters of credit outstanding to secure obligations for workers’ compensation claims with various insurance carriers. The unused stand-by letters of credit at December 31, 2017 and December 31, 2016 were $4.4 million and $4.0 million, respectively.

Certain employees participate in the Company’s Amended and Restated Change in Control Severance Plan, or have separate agreements that provide for certain benefits in the event of termination at the Company's convenience or following a change in control, as defined by the plan or agreement. Generally, these benefits are based on the employee’s position with the Company and include severance, continuation of health insurance and a pro rata bonus.

Legal Proceedings

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 consolidated financial statements.

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Income Taxes

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

On December 22, 2017, the U.S. government enacted comprehensive tax legislation referred to as the Tax Cuts and Jobs Act (“TCJA”). In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income. The estimate is provisional and includes a net benefit of $33.4 million for the re-measurement of deferred tax assets and liabilities, offset by a charge of $1.6 million for the transition tax on the deemed dividend on foreign earnings and a charge of $0.4 million related to certain other impacts of the TCJA. The Company will continue to evaluate and analyze the impact of the legislation. The $31.4 million is provisional and may be materially adjusted based on additional analysis and guidance from the U.S. Department of Treasury.

The provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	33,623		$	38,103		$	31,295
State	7,717			6,685			5,837
Foreign	2,725			2,672			2,048
	44,065			47,460			39,180
Deferred:
Federal and State	(4,726		)	13,169			11,520
Foreign	(120		)	(426		)	(209		)
	(4,846		)	12,743			11,311
	$	39,219		$	60,203		$	50,491

Income from continuing operations before income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017		2016		2015
United States	$	184,168	$	148,402	$	116,011
Foreign	12,925		8,997		5,902
	$	197,093	$	157,399	$	121,913

The components of deferred tax assets (liabilities) are as follows (in thousands):

	December 31,
	2017			2016
Intangibles	$	(73,921	)	$	(88,832	)
Depreciation expense	(9,851		)	(14,383		)
Allowance for doubtful accounts	2,615			3,185
Employee-related accruals	2,616			10,156
Stock-based compensation	4,766			9,300
Other	4,339			6,239
Net operating loss carryforwards	1,255			1,262
Valuation allowance	(1,255		)	(1,209		)
	$	(69,436	)	$	(74,282	)

The reconciliation between the amount computed by applying the U.S. federal statutory tax rate of 35.0 percent to income before income taxes and the income tax provision is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax provision at the statutory rate	$	68,983		$	55,089		$	42,669
State income taxes, net of federal benefit	6,751			4,873			4,559
Disallowed meals and entertainment expenses	1,854			1,814			1,718
Excess stock-based compensation benefit	(4,241		)	(165		)	(168		)
Impact of TCJA	(31,420		)	—			—
Other	(2,708		)	(1,408		)	1,713
	$	39,219		$	60,203		$	50,491

As of December 31, 2017, the Company had no federal net operating losses, no state net operating losses, and $5.7 million of foreign net operating losses which begin to expire in 2021. The foreign net operating losses in the United Kingdom and Spain can be carried forward indefinitely. The Company has recorded a valuation allowance of approximately $1.2 million at December 31, 2017 and 2016, related to net operating loss carryforwards.

The Company has not provided deferred income taxes on undistributed earnings of its foreign subsidiaries as it intends to reinvest these earnings indefinitely. At December 31, 2017, undistributed earnings of foreign subsidiaries were $7.9 million. Upon repatriation of those earnings, in the form of dividends or otherwise, the Company would be subject to state income and foreign withholding taxes. Determination of the amount of unrecognized deferred income tax liability is not practicable due to the complexities associated with this hypothetical calculation.

The Company had gross deferred tax assets of $18.6 million and $34.4 million and gross deferred tax liabilities of $86.8 million and $107.5 million at December 31, 2017 and 2016, respectively. Management has determined the gross deferred tax assets are realizable, with the exception of foreign net operating losses discussed above.

At December 31, 2017, 2016 and 2015, there were $0.4 million, $1.3 million and $0.8 million of unrecognized tax benefits, respectively, that if recognized would affect the annual effective tax rate. The gross unrecognized tax benefits are included in other long-term liabilities. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense. The amount of interest and penalties recognized in the financial statements is not significant. The Company believes that it is reasonably possible that a decrease of $0.1 million in unrecognized tax benefits may be recognized by the end of 2018 as a result of a lapse in the statute of limitations. The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands):

	Year Ended December 31,
	2017			2016		2015
Unrecognized tax benefit beginning of year	$	1,293		$	814	$	848
Gross increases - tax positions in current year	71			—		—
Gross increases - tax positions in prior year	—			479		—
Gross decreases - tax positions in prior year	(254		)	—		(34		)
Lapse of the statute of limitations	(680		)	—		—
Unrecognized tax benefit end of year	$	430		$	1,293	$	814

The Company is subject to taxation in the United States and various states and foreign jurisdictions. The IRS has completed an examination of the Company's U.S. income tax return for 2014, resulting in no changes. The Company remains subject to U.S. federal income tax examinations for 2014 and subsequent years. For major U.S. states, with few exceptions, and generally for the foreign tax jurisdictions, the Company remains subject to examination for 2013 and subsequent years.

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Earnings per Share

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Earnings per share

Earnings per Share

Basic earnings per share are computed using the weighted average number of shares outstanding and diluted earnings per share are computed using the weighted average number of shares and dilutive share equivalents (consisting of non-qualified stock options, restricted stock units and employee stock purchase plan contributions) outstanding during the periods using the treasury stock method.

The following is a reconciliation of the shares used to compute basic and diluted earnings per share (in thousands):

	Year Ended December 31,
	2017	2016	2015
Weighted average number of common shares outstanding used to compute basic earnings per share	52,503	53,192	52,259
Dilutive effect of stock-based awards	702	555	746
Number of shares used to compute diluted earnings per share	53,205	53,747	53,005

There were no significant share equivalents outstanding as of December 31, 2017, 2016 and 2015 that were anti-dilutive when applying the treasury stock method.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2017

Equity, Class of Treasury Stock [Line Items]

Treasury Stock [Text Block]

Stockholders' Equity

On January 16, 2015, the Company's Board of Directors approved a $100.0 million share repurchase program. During 2015, the Company repurchased 43,000 shares of its common stock at a cost of $1.6 million. All shares repurchased under this program were retired, which resulted in a reduction of $0.4 million in paid-in capital and a reduction of $1.2 million in retained earnings.

The Company's stock-based compensation plans accept shares of the Company's common stock as payment for the exercise price of stock options. During 2015 the Company received 46,174 shares, with a $2.2 million value, as payment for the exercise of stock options. Those shares were retired upon receipt, which resulted in a reduction of $0.8 million in paid-in capital and a reduction of $1.4 million in retained earnings.

On June 5, 2015, the Company issued 0.8 million shares of its common stock valued at $30.2 million, in connection with the acquisition of Creative Circle.

On June 10, 2016, the Board of Directors approved a $150.0 million, two-year stock repurchase program. This program superseded the previous $100.0 million repurchase authorization. During 2016, the Company repurchased 1.1 million shares of its common stock at a cost of $43.1 million. All shares repurchased under this program were retired, which resulted in a reduction of $11.9 million in paid-in capital and a reduction of $31.2 million in retained earnings.

During 2017, the Company repurchased 1.2 million shares of its common stock at a cost of $58.1 million under the existing stock repurchase program. All shares repurchased under this program were retired, which resulted in a reduction of $13.2 million in paid-in capital and a reduction of $44.8 million in retained earnings. The remaining authorized amount under the repurchase program at December 31, 2017 is $48.8 million.

The balances of accumulated other comprehensive income (loss) at December 31, 2017, 2016 and 2015 and the activity within those years was primarily comprised of foreign currency translation adjustments.

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Stock-based Compensation and Other Employee Benefit Plans

12 Months Ended

Dec. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation: Incentive Award Plan and Employee Stock Purchase Plan

Stock-Based Compensation and Other Employee Benefit Plans

Effective June 3, 2010, the stockholders of the Company approved the adoption of the On Assignment, Inc. 2010 Incentive Award Plan, (the “2010 Plan”). This plan permits the grant of stock options, including incentive stock options, nonqualified stock options, restricted stock awards, dividend equivalent rights, stock payments, deferred stock, restricted stock units (“RSUs”), performance shares and other incentive awards, stock appreciation rights and cash awards to its employees, directors and consultants. As of December 31, 2017, there were 2,130,289 shares available for issuance under the 2010 Plan.

Effective May 15, 2012, the Board of Directors adopted the 2012 Employment Inducement Incentive Award Plan, (the “2012 Plan”). This plan allows for grants of stock to employees as employment inducement awards pursuant to New York Stock Exchange rules. The terms of the 2012 Plan are similar to the 2010 Plan. As of December 31, 2017, there were 191,392 shares available for issuance under the 2012 Plan.

The Company believes that stock-based compensation aligns the interests of its employees and directors with those of its stockholders. Stock-based compensation provides incentives to retain and motivate executive officers and key employees responsible for driving Company performance and maintaining important relationships that contribute to the growth of the Company.

Stock-based compensation expense was $24.0 million, $27.0 million and $22.0 million for the years ended December 31, 2017, 2016 and 2015, respectively, and is included in SG&A expenses.

Effective January 1, 2017, the Company adopted ASU No. 2016-09, Compensation - Stock Compensation (Topic 718). Under this standard, excess tax benefits and deficiencies related to stock-based compensation are recognized as income tax benefit or expense in the consolidated statement of operations and comprehensive income, rather than in paid-in capital. This change in accounting for excess tax benefits and deficiencies was applied prospectively. The Company recognized $4.5 million of excess tax benefits in its 2017 consolidated statement of operations and comprehensive income. The Company recognized $2.7 million and $6.6 million of excess tax benefits in its consolidated statements of stockholders' equity for 2016 and 2015, respectively.

Restricted Stock Units

The fair value of each RSU is based on the fair market value of the awards on the grant date and the Company records compensation expense based on this value, net of a forfeiture rate. The forfeiture rate estimates the number of awards that will eventually vest and is based on historical vesting patterns for RSUs.

A summary of the status of the Company’s unvested RSUs as of December 31, 2017 and changes during the year then ended are presented below:

	Service Conditions		Performance and Service Conditions		Total		Weighted Average Grant-Date Fair Value Per Unit
Unvested RSUs outstanding at December 31, 2016	279,262		916,593		1,195,855			$	38.78
Granted	120,914		320,406		441,320			$	49.62
Vested	(179,223	)	(525,517	)	(704,740	)		$	38.84
Forfeited	(13,182	)	(59,280	)	(72,462	)		$	40.82
Unvested RSUs outstanding at December 31, 2017	207,771		652,202		859,973			$	44.29
Unvested and expected to vest RSUs outstanding at December 31, 2017	191,205		615,460		806,665			$	44.15

The total number of shares vested in the table above includes 291,368 shares surrendered by the employees to the Company for payment of income taxes. The surrendered shares are available for issuance under the 2010 Plan.

In December 2017, the Company converted certain RSUs for 11 executive officers to Restricted Stock Awards ("RSAs") and accelerated the vesting of these RSAs and certain other RSUs. The original vesting dates for these awards were in early January 2018. The awards were accelerated as a tax planning strategy and there was no incremental stock-based compensation expense as a result of this acceleration.

The weighted-average grant-date fair value of RSUs granted during 2017, 2016 and 2015 was $49.62, $36.07 and $40.49 per award, respectively. The fair value of RSUs that vested during 2017, 2016 and 2015, was $37.8 million, $21.7 million and $24.3 million, respectively.

As of December 31, 2017, there was unrecognized compensation expense of $21.5 million related to unvested RSUs based on awards that are expected to vest. The unrecognized compensation expense is expected to be recognized over a weighted-average period of two years.

Liability Awards

The Company's outstanding liability awards have a performance component and vest in one year from the date of grant. The performance goals are approved by the Compensation Committee of the Company’s Board of Directors. The Company classifies these awards as liabilities until the number of shares is determined, in accordance with the grant. The number of shares is determined by dividing the final award liability balance by the Company’s closing stock price on the settlement dates. This liability is included in other accrued expenses in the accompanying consolidated balance sheets.

The following table summarizes the balance of liability awards and expense during the years presented (in thousands):

	2017			2016		2015
Balances of liability awards at beginning of year	$	465		$	—	$	1,453
Expense for grants	470			465		—
Settled	(935		)	—		(1,453		)
Balance of liability awards at end of year	$	—		$	465	$	—

There was no unrecognized compensation expense for liability awards as of December 31, 2017.

Stock Options

The Company has not granted any stock options since 2012. The fair value of stock option grants was estimated on the grant date using the Black-Scholes option pricing model. The Company records compensation expense based on this value. The following summarizes pricing and term information for options outstanding as of December 31, 2017:

					Options Outstanding					Options Exercisable
					Number Outstanding at	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price			Number Exercisable at	Weighted Average Exercise Price
Range of Exercise Prices					December 31, 2017					December 31, 2017
$	4.44	-	$	7.31	25,653	1.6		$	6.25	25,653		$	6.25
$	7.39	-	$	7.39	3,500	2.3		$	7.39	3,500		$	7.39
$	8.26	-	$	8.26	12,023	3.0		$	8.26	12,023		$	8.26
$	10.46	-	$	10.46	16,494	3.9		$	10.46	16,494		$	10.46
$	16.51	-	$	16.51	75,000	4.7		$	16.51	75,000		$	16.51
$	4.44	-	$	16.51	132,670	3.8		$	12.79	132,670		$	12.79

The following table is a summary of stock option activity during 2017:

	Non- Qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2016	169,919		$	12.10		4.3	$	5,448,000
Exercised	(36,561	)	$	9.60
Canceled	(688	)	$	12.19
Outstanding at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Vested and Expected to Vest at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Exercisable at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000

The total intrinsic value of options exercised during 2017, 2016 and 2015 was $1.5 million, $4.7 million and $10.9 million, respectively.

Employee Stock Purchase Plan

Effective June 3, 2010, the stockholders of the Company approved the On Assignment 2010 Employee Stock Purchase Plan (the “ESPP”) for issuance of up to 3,500,000 shares of common stock. The ESPP allows eligible employees to purchase common stock of the Company, through payroll deductions, at a 15 percent discount of the lower of the market price on the first day or the last day of the semi-annual purchase periods. The ESPP is intended to qualify as an employee stock purchase plan under the Internal Revenue Service (“IRS”) Code Section 423. Eligible employees may contribute up to a certain percentage set by the plan administrator of their eligible earnings toward the purchase of the stock (subject to certain IRS limitations). As of December 31, 2017, there were 2,085,855 shares available for issuance under the ESPP.

Shares of common stock are transferred to participating employees at the conclusion of each six-month offering period, which ends on the last business day of the month in March and September each year. Compensation expense is measured using a Black-Scholes option-pricing model. The table below presents the average fair value per share of shares purchased and the compensation expense under the ESPP (dollars in thousands, except per share amounts):

Year Ended December 31,	Average fair value per share	Shares	Expense
2017	$9.71	214,466	$	2,092
2016	$9.05	242,303	$	2,497
2015	$7.77	204,401	$	1,586

Deferred Compensation Plan

The Company has a Deferred Compensation Plan (the "Plan") that became effective on June 1, 2017, pursuant to which eligible management and highly compensated key employees, as defined by IRS regulations, may elect to defer a portion of their compensation to later years. These deferrals are immediately vested and are subject to investment risk and a risk of forfeiture under certain circumstances. Participants may choose from various investment options representing a broad range of asset classes. The Company established a rabbi trust to fund the Plan and at December 31, 2017 there was $2.2 million of deferred compensation in the rabbi trust, which is included in cash, cash equivalents and restricted cash, with a corresponding balance in other current liabilities in the accompanying consolidated balance sheet.

Employee Defined Contribution Plans

The Company maintains various 401(k) retirement savings plans for the benefit of our eligible U.S. employees. Under terms of these plans, eligible employees are able to make contributions to these plans on a tax-deferred basis. The Company makes matching contributions, some of which are discretionary. The Company made contributions to the 401(k) plans of $7.5 million, $5.6 million and $7.6 million for the years ended December 31, 2017, 2016 and 2015, respectively.

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Business Segments

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Business Segments

On Assignment provides services through two operating segments, the Apex Segment and the Oxford Segment, with each addressing different sectors of the professional staffing and IT services market with distinct go-to-market strategies attuned to those sectors. The Apex Segment provides a broad spectrum of technical, digital, creative and scientific professionals for contract, contract-to-hire and permanent placement positions to Fortune 1000 and mid-market clients across the United States and Canada. The businesses in this segment include Apex Systems, Apex Life Sciences and Creative Circle. The Oxford Segment provides specialized staffing and permanent placement services in select skill and geographic markets. The businesses in this segment include Oxford, CyberCoders and Life Sciences Europe.

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 used for corporate management purposes. The Company's management does not evaluate, manage or measure performance of segments using asset information and such information is not readily available. Accordingly, assets by reportable segment are not disclosed.

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

	Year ended December 31, 2017
	Apex		Oxford		Corporate(1)			Total
Revenues	$	2,037,154	$	588,770	$	—		$	2,625,924
Gross profit	606,294		243,779		—			850,073
Operating income	222,010		53,787		(51,061		)	224,736
Amortization	29,361		4,083		—			33,444

	Year ended December 31, 2016
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,836,488	$	603,925	$	—		$	2,440,413
Gross profit	548,421		246,762		—			795,183
Operating income	195,133		51,294		(56,701		)	189,726
Amortization	34,359		5,269		—			39,628

	Year ended December 31, 2015
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,493,608	$	571,400	$	—		$	2,065,008
Gross profit	439,586		239,159		—			678,745
Operating income	151,450		59,059		(58,401		)	152,108
Amortization	28,371		6,096		—			34,467

(1) Corporate expenses primarily consist 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 revenues by type (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Assignment	$	2,496,314	$	2,312,271	$	1,947,001
Permanent placement	129,610		128,142		118,007
	$	2,625,924	$	2,440,413	$	2,065,008

The Company operates internationally, with operations in the United States, Europe and Canada. The following table presents revenues by geographic location (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Domestic	$	2,494,446	$	2,324,713	$	1,972,888
Foreign	131,478		115,700		92,120
	$	2,625,924	$	2,440,413	$	2,065,008

The following table presents long-lived assets by geographic location (in thousands):

	December 31,
	2017		2016
Long-lived assets:
Domestic	$	56,137	$	55,801
Foreign	1,859		1,141
	$	57,996	$	56,942

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Fair Value Measurements

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued payroll and contractor professional pay approximate their fair value based on their short-term nature. Long-term debt recorded in the Company’s consolidated balance sheets at December 31, 2017 was $575.2 million (net of $12.8 million of unamortized deferred loan costs, see “Note 7. Long-Term Debt”). The fair value of the term B loan was determined using Level 1 inputs (quoted prices in active markets for identical liabilities) from the fair value hierarchy. The fair value of the term B loan was $591.7 million as of December 31, 2017.

Certain acquisitions included obligations to pay contingent consideration in cash if specific performance targets were met. There were no remaining contingent consideration obligations as of December 31, 2016. The following table summarizes the changes in the balance of contingent consideration for the year ended December 31, 2016 (in thousands):

Balance at beginning of year	$	(20,981	)
Additions for acquisitions	—
Payments on contingent consideration	21,594
Fair value adjustments	(613		)
Balance at end of year	$	—

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., when there is evidence of impairment). For2017 and 2016, no fair value adjustments were required for non-financial assets or liabilities.

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Unaudited Quarterly Financial Results

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Result

Unaudited Quarterly Results

The following tables present unaudited quarterly financial information (in thousands, except per share amounts). In the opinion of the Company’s management, the quarterly information contains all adjustments, consisting only of normal recurring accruals, necessary for a fair presentation thereof. The operating results for any quarter are not necessarily indicative of the results for any future periods.

	Quarter Ended											Year Ended Dec. 31,
2017	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(1)
Revenues	$	626,528	$	653,313		$	667,048		$	679,035		$	2,625,924
Gross profit	198,144		212,937			218,315			220,677			850,073
Income from continuing operations	22,382		33,236			34,879			67,377			157,874
Income (loss) from discontinued operations, net of income taxes	9		(139		)	(23		)	(46		)	(199		)
Net income	$	22,391	$	33,097		$	34,856		$	67,331		$	157,675
Per share income from continuing operations and net income:
Basic	$	0.43	$	0.63		$	0.66		$	1.29		$	3.01
Diluted	$	0.42	$	0.62		$	0.66		$	1.28		$	2.97

	Quarter Ended											Year Ended Dec. 31,
2016	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(2)
Revenues	$	582,040	$	608,088		$	629,401		$	620,884		$	2,440,413
Gross profit	187,782		202,086			207,120			198,195			795,183
Income from continuing operations	17,348		26,013			29,775			24,060			97,196
Income (loss) from discontinued operations, net of income taxes	53		(9		)	(7		)	(32		)	5
Net income	$	17,401	$	26,004		$	29,768		$	24,028		$	97,201
Per share income from continuing operations and net income:
Basic	$	0.33	$	0.49		$	0.56		$	0.45		$	1.83
Diluted	$	0.32	$	0.48		$	0.55		$	0.45		$	1.81

 ______

(1) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the TCJA. In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income, see “Note 9. Income Taxes”.

(2) The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.

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Subsequent Events

12 Months Ended

Dec. 31, 2017

Subsequent Events [Abstract]

Subsequent Events [Text Block]

Subsequent Events

On January 31, 2018, the Company entered into a definitive agreement to acquire ECS Federal, LLC, a Delaware limited liability company (“ECS”) for $775.0 million in cash. ECS is one of the largest privately-held government services contractors and delivers cyber security, cloud, DevOps, IT modernization and advanced science and engineering solutions to government enterprises. The acquisition is subject to various customary regulatory approvals and closing conditions and is expected to close on April 2, 2018.

In connection with the pending acquisition, the Company entered into a commitment letter with Wells Fargo Bank, National Association (“WFB”) and Wells Fargo Securities, LLC. The commitment letter includes a $1.6 billion commitment from WFB for a credit facility to be comprised of a $200.0 million revolving credit facility (undrawn at close, other than for letters of credit) and a $1.4 billion term loan. The proceeds of the term loan will be used to finance the purchase price, amend the Company’s existing debt and pay for acquisition costs.

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Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2017

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

			Additions
Description	Balance at beginning of year		Charged to costs and expenses	Charged to other accounts(1)	Deductions(2)		Balance at end of year
Year ended December 31, 2017
Allowance for doubtful accounts and billing adjustments	$	8,093	5,251	6,799	(10,234	)	$	9,909
Workers’ compensation loss reserves	$	15,784	2,908	—	(3,915	)	$	14,777
Year ended December 31, 2016
Allowance for doubtful accounts and billing adjustments	$	6,682	2,881	7,907	(9,377	)	$	8,093
Workers’ compensation loss reserves	$	15,020	2,693	—	(1,929	)	$	15,784
Year ended December 31, 2015
Allowance for doubtful accounts and billing adjustments	$	4,404	2,196	8,290	(8,208	)	$	6,682
Workers’ compensation loss reserves	$	15,564	2,117	—	(2,661	)	$	15,020

______

(1) Charges to other accounts include the provision for permanent placement fallouts and billing adjustments that have been deducted from revenues in the accompanying consolidated statements of operations and comprehensive income.

(2) Deductions from the allowance for doubtful accounts and billing adjustments include write-offs of uncollectible accounts receivable and permanent placements fallouts that have been charged against the allowance for doubtful accounts and billing adjustments. Deductions from workers’ compensation loss reserves include payments of claims and changes related to anticipated insurance and indemnification recoveries which have corresponding changes in the workers' compensation receivable balance in the accompanying consolidated balance sheets.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Principles of Consolidation

Principles of Consolidation. The consolidated financial statements include the accounts of On Assignment, Inc. and its wholly-owned subsidiaries (the “Company”). All intercompany accounts and transactions have been eliminated.

Use of Estimates

Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

Revenue Recognition. Revenues from contract assignments, net of billing adjustments and discounts, are recognized when earned, based on hours worked by the Company’s contract professionals. Permanent placement revenues (direct hire and conversion fees) are recognized as revenues when employment candidates or contract professionals begin permanent employment. The Company records a sales allowance against consolidated revenues for estimated billing adjustments based on historical experience. The billing adjustment reserve includes an allowance for fallouts, which are permanent placement candidates that do not remain with the client through the contingency period, which is typically 90 days or less. When a fallout occurs the Company will generally find a replacement candidate at no additional cost to the client. The Company includes reimbursed expenses in revenues and the associated amounts of expenses in costs of services.

The Company has direct contractual relationships with its customers, bears the risks and rewards of the transactions and has the discretion to select the contract professionals and establish the price of services provided, as such the Company is a principal and recognizes revenues on a gross basis.

Cost of Services

Costs of Services. Costs of services include direct costs of contract assignments consisting primarily of payroll, payroll taxes and benefit costs for the Company’s contract professionals. Costs of services also include assignment expenses, many of which are reimbursable by the client.

Income Taxes

Income Taxes. Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that a portion of the deferred tax asset will not be realized.

The Company makes a comprehensive review of its uncertain tax positions regularly. An uncertain tax position represents the Company’s expected treatment of a tax position taken in a filed return, or planned to be taken in a future tax return or claim that has not been reflected in measuring income tax expense for financial reporting purposes. The Company recognizes the tax benefit from an uncertain tax position when it is more-likely-than-not that the position will be sustained upon examination on the basis of the technical merits or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired.

Foreign Currency Translation

Foreign Currency Translation. The functional currency of the Company’s foreign operations is their local currency, and as such, their assets and liabilities are translated into U.S. dollars at the rate of exchange in effect on the balance sheet date. Revenues and expenses are translated at the average rates of exchange prevailing during each monthly period. The related translation adjustments are recorded as cumulative foreign currency translation adjustments in accumulated other comprehensive income (loss) as a separate component of stockholders’ equity. Gains and losses resulting from foreign currency transactions, which are not material, are included in selling, general and administrative (“SG&A”) expenses in the consolidated statements of operations and comprehensive income.

Cash, Cash Equivalents and Restricted Cash

Cash, Cash Equivalents and Restricted Cash. The Company considers all money market funds and highly liquid investments with maturities of three months or less when purchased to be cash equivalents, and from time to time it may include restricted cash related to the Company's deferred compensation plan.

Allowance for Doubtful Accounts and Billing Adjustments

Accounts Receivable Allowances. The Company estimates an allowance for (i) expected credit losses (the inability of customers to make required payments), (ii) assignment revenue billing adjustments (e.g., bill rate adjustments, time card adjustments, early pay discounts) and (iii) fallouts (permanent placements that do not complete the contingency period, which is typically 90 days or less). These estimates are based on a combination of past experience and current trends. In estimating the allowance for expected credit losses consideration is given to the current aging of receivables and a specific review for potential bad debts. The resulting bad debt expense is included in SG&A expenses and assignment revenue billing adjustments and fallouts are reported as reductions to revenues in the consolidated statements of operations and comprehensive income. Receivables are written-off when deemed uncollectible.

Lessee, Leases

Leases. Office space leases range from six months to 11 years. Rent expense is recognized on a straight-line basis over the lease term. Differences between the straight-line rent expense and amounts payable under the leases are recorded as deferred rent which is included in other current liabilities and other long-term liabilities, as appropriate, in the consolidated balance sheets. This includes the impact of both scheduled rent increases and free or reduced periods. Allowances provided by landlords for leasehold improvements are included in deferred rent.

Property and Equipment

Property and Equipment. Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets, generally three to five years. Leasehold improvements are amortized over the shorter of the life of the related asset or the remaining term of the lease. Costs associated with customized internal-use software systems that have reached the application development stage and meet recoverability tests are capitalized and include external direct costs utilized in developing or obtaining the applications and payroll and payroll-related expenses for employees who are directly associated with the application development.

Business Combinations

Business Combinations. Assets acquired and liabilities assumed are measured at their estimated fair values as of the acquisition date. The Company determines the estimated fair values after review and consideration of relevant information including discounted cash flows and estimates made by management. Accordingly, these can be affected by future performance and other factors, which may cause final amounts to differ materially from original estimates. The preliminary estimates of the fair value of assets acquired and liabilities assumed are subject to change during a one-year measurement period. Adjustments to these preliminary estimates that are identified during the one-year measurement period are recognized in the reporting period in which the adjustments are determined.

The excess of consideration transferred over the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Goodwill acquired in business combinations is assigned to the reporting units expected to benefit from the combination as of the acquisition date. Acquisition-related costs are expensed as incurred.

Goodwill and Identifiable Intangible Assets

Goodwill and Identifiable Intangible Assets. Goodwill and indefinite-lived intangible assets (consisting entirely of trademarks) are tested for impairment on an annual basis as of October 31. Interim testing of goodwill and indefinite-lived intangible assets for impairment also occurs whenever an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit or asset below its carrying value.

Goodwill is tested at the reporting unit level which is generally an operating segment or one level below the operating segment level where a business operates and for which discrete financial information is available and reviewed by segment management. The Company may first assess qualitative factors (Step 0) to determine whether it is necessary to perform a quantitative goodwill impairment test. If it is determined that a quantitative test is required (Step 1), the Company determines the fair value of each reporting unit by weighting fair value estimates using three accepted valuation methodologies: (i) an income approach, specifically a discounted cash flow analysis, (ii) a market approach, specifically the guideline company method and (iii) another market approach, specifically the similar transactions method. If after performing Step 1 of the goodwill impairment test, the fair value of equity of any reporting unit does not exceed the carrying value of equity, the Company performs a second step (“Step 2”) of the goodwill impairment test for that reporting unit. Step 2 measures the amount of goodwill impairment by comparing the implied fair value of the respective reporting unit's goodwill after estimating the fair value of specifically identifiable intangible assets, with the carrying value of that goodwill. The implied fair value of goodwill is determined using the same approach utilized to estimate the amount of goodwill recognized in a business combination.

A qualitative analysis is performed for trademarks to determine if there were any indicators that the carrying value might not be recovered. A quantitative analysis may be performed in order to test the trademarks for impairment. If a quantitative analysis is necessary, an income approach, specifically a relief from royalty method, is used to estimate the fair value of the trademarks. Principal factors used in the relief from royalty method that require judgment are projected net sales, discount rates, royalty rates and terminal growth assumptions. The estimated fair value of each trademark is compared to its carrying value to determine if impairment exists.

Finite-lived intangible assets are amortized over their useful lives and are tested for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Customer relationships and favorable contracts are amortized based on the annual cash flows observed in the valuation of the asset which generally accelerates the amortization into the earlier years reflective of the economic life of the asset. Contractor relationships, non-compete agreements and in-use software are amortized using the straight-line method.

There were no impairments of goodwill, trademarks or finite-lived intangible assets in 2017, 2016 and 2015.

Impairment or Disposal of Long-Lived Assets

Impairment or Disposal of Long-Lived Assets. The Company evaluates long-lived assets, other than goodwill and identifiable intangible assets with indefinite lives, for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss is recognized when the sum of the undiscounted future cash flows is less than the carrying amount of the asset, in which case a write-down is recorded to reduce the related asset to its estimated fair value. There were no significant impairments of long-lived assets in 2017, 2016 and 2015.

workers compensation loss reserve

Workers’ Compensation Loss Reserves. The Company carries retention policies for its workers’ compensation liability exposures. Under these policies, the Company pays a base premium plus actual losses incurred, not to exceed certain stop-loss limits. The Company is insured for losses above these limits, both per occurrence and in the aggregate. The Company estimates its workers' compensation loss reserves based on a third party actuarial study based on claims filed and claims incurred but not reported. The Company accounts for claims incurred but not yet reported based on estimates derived from historical claims experience and current trends of industry data. Changes in estimates and differences in estimates and actual payments for claims are recognized in the period that the estimates changed or the payments were made.

Contingencies

Contingencies. The Company records an estimated loss from a loss contingency when information available prior to issuance of its financial statements indicates it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Accounting for contingencies, such as legal settlements and workers’ compensation matters, requires the Company to use judgment.

Stock-based Compensation

Stock-Based Compensation. The Company records compensation expense for restricted stock awards and restricted stock units based on the fair market value of the awards on the date of grant. Compensation expense for performance-based awards is measured based on the amount of shares ultimately expected to vest, estimated at each reporting date based on management’s expectations regarding the relevant performance criteria. The Company accounts for stock options granted and employee stock purchase plan shares based on an estimated fair market value using a Black-Scholes option valuation model. This methodology requires the use of subjective assumptions including expected stock price volatility and the estimated life of each award. The fair value of equity-based compensation awards less the estimated forfeitures is amortized over the vesting period of the award.

Concentration of Credit Risk

Concentration of Credit Risk. Financial instruments that potentially subject the Company to credit risks consist primarily of cash, cash equivalents and restricted cash and trade receivables. The Company places its cash and cash equivalents in low risk investments with quality credit institutions and limits the amount of credit exposure with any single institution above FDIC insured limits. Concentration of credit risk with respect to accounts receivable is limited because of the large number of geographically dispersed customers, thus spreading the trade credit risk. The Company performs ongoing credit evaluations to identify risks and maintains an allowance to address these risks.

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Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2017

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment at December 31, 2017 and 2016 consisted of the following (in thousands):

	2017			2016
Computer hardware and software	$	115,444		$	96,138
Furniture, fixtures and equipment	17,556			14,956
Leasehold improvements	16,628			12,670
Work-in-progress	4,565			5,522
	154,193			129,286
Less -- accumulated depreciation	(96,197		)	(72,344		)
	$	57,996		$	56,942

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2017

Business Combinations [Abstract]

Schedule of Purchase Price Allocation

The purchase accounting for the Creative Circle acquisition has been finalized and the following table summarizes the consideration paid, assets acquired and liabilities assumed (in thousands):

Cash	$	4,840
Accounts receivable	34,386
Prepaid expenses and other current assets	4,462
Property and equipment	5,077
Goodwill	358,029
Identifiable intangible assets	194,500
Other	651
Total assets acquired	$	601,945
Total liabilities assumed	12,254
Total purchase price (1)	$	589,691

______

(1) Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.

Schedule of Intangible Assets Acquired as Part of Business Combinations

The following table summarizes the Creative Circle acquired identifiable intangible assets (in thousands):

	Useful life
Contractor relationships	2 - 4 years	$	29,500
Customer relationships	2 - 10 years	90,700
Non-compete agreements	2 - 6 years	7,300
Favorable contracts	5 years	900
Trademarks	indefinite	66,100
Total identifiable intangible assets acquired		$	194,500

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Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2017

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

Revenues	$	12,068
Costs of services	8,653
Gross profit	3,415
Selling, general and administrative expenses	2,385
Amortization of intangible assets	155
Income before income taxes	875
Provision for income taxes	350
Income from discontinued operations, net of income taxes	$	525

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Goodwill and Identifiable Assets (Tables)

12 Months Ended

Dec. 31, 2017

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The changes in the carrying amount of goodwill for the years ended December 31, 2017 and 2016 are as follows (in thousands):

	Apex		Oxford			Total
Balance as of December 31, 2015	$	644,617	$	230,289		$	874,906
Translation adjustment	—		(1,393		)	(1,393		)
Balance as of December 31, 2016	$	644,617	$	228,896		$	873,513
Stratacuity acquisition	17,467		—			17,467
Translation adjustment			3,115			3,115
Balance as of December 31, 2017	$	662,084	$	232,011		$	894,095

Schedule of Acquired Intangible Assets

As of December 31, 2017 and 2016, the Company had the following acquired intangible assets (in thousands):

		2017						2016
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Subject to amortization:
Customer relationships	2 - 10 years	$	202,588	$	119,272	$	83,316	$	196,204	$	98,804	$	97,400
Contractor relationships	2 - 5 years	71,121		59,174		11,947		69,721		50,528		19,193
Non-compete agreements	2 - 7 years	11,850		6,600		5,250		10,861		4,922		5,939
In-use software	6 years	18,900		12,816		6,084		18,900		9,666		9,234
Favorable contracts	5 years	900		673		227		900		453		447
		305,359		198,535		106,824		296,586		164,373		132,213
Not subject to amortization:
Trademarks		245,942		—		245,942		245,517		—		245,517
Total		$	551,301	$	198,535	$	352,766	$	542,103	$	164,373	$	377,730

Schedule of Estimated Future Amortization Expense

Estimated amortization for each of the next five years and thereafter follows (in thousands):

2018	$	30,322
2019	23,287
2020	15,613
2021	12,753
2022	8,044
Thereafter	16,805
	$	106,824

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Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2017

Debt Disclosure [Abstract]

Schedule of Long-term Debt

At December 31, 2017 and 2016, long-term debt consisted of the following (in thousands):

	2017			2016
$200 million revolving credit facility, due February 21, 2022	$	—		$	—
Term B loan facility, due June 5, 2022	588,000			656,000
	588,000			656,000
Unamortized deferred loan costs	(12,787		)	(15,645		)
	$	575,213		$	640,355

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Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2017

Commitments and Contingencies Disclosure [Abstract]

Schedule of Contractual Cash Obligation Payments

The following is a summary of the Company's specified contractual cash obligations as of December 31, 2017, excluding current liabilities that are included in the consolidated balance sheet (in thousands):

	Operating Leases		Related Party Leases		Purchase Obligations		Total
2018	$	20,387	$	1,302	$	10,283	$	31,972
2019	17,520		1,282		8,362		27,164
2020	14,698		1,314		1,055		17,067
2021	12,146		1,347		—		13,493
2022	8,089		1,380		—		9,469
Thereafter	7,267		2,618		—		9,885
Total	$	80,107	$	9,243	$	19,700	$	109,050

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2017

Income Tax Disclosure [Abstract]

Schedule of Components of Income Taxes

The provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017			2016			2015
Current:
Federal	$	33,623		$	38,103		$	31,295
State	7,717			6,685			5,837
Foreign	2,725			2,672			2,048
	44,065			47,460			39,180
Deferred:
Federal and State	(4,726		)	13,169			11,520
Foreign	(120		)	(426		)	(209		)
	(4,846		)	12,743			11,311
	$	39,219		$	60,203		$	50,491

Income (Loss) before Income Tax Provision

Income from continuing operations before income taxes consists of the following (in thousands):

	Year Ended December 31,
	2017		2016		2015
United States	$	184,168	$	148,402	$	116,011
Foreign	12,925		8,997		5,902
	$	197,093	$	157,399	$	121,913

Schedule of Deferred Tax Assets and Liabilities

The components of deferred tax assets (liabilities) are as follows (in thousands):

	December 31,
	2017			2016
Intangibles	$	(73,921	)	$	(88,832	)
Depreciation expense	(9,851		)	(14,383		)
Allowance for doubtful accounts	2,615			3,185
Employee-related accruals	2,616			10,156
Stock-based compensation	4,766			9,300
Other	4,339			6,239
Net operating loss carryforwards	1,255			1,262
Valuation allowance	(1,255		)	(1,209		)
	$	(69,436	)	$	(74,282	)

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation between the amount computed by applying the U.S. federal statutory tax rate of 35.0 percent to income before income taxes and the income tax provision is as follows (in thousands):

	Year Ended December 31,
	2017			2016			2015
Income tax provision at the statutory rate	$	68,983		$	55,089		$	42,669
State income taxes, net of federal benefit	6,751			4,873			4,559
Disallowed meals and entertainment expenses	1,854			1,814			1,718
Excess stock-based compensation benefit	(4,241		)	(165		)	(168		)
Impact of TCJA	(31,420		)	—			—
Other	(2,708		)	(1,408		)	1,713
	$	39,219		$	60,203		$	50,491

Schedule of Unrecognized Tax Benefits Roll Forward

The following is a reconciliation of the total amounts of unrecognized tax benefits (in thousands):

	Year Ended December 31,
	2017			2016		2015
Unrecognized tax benefit beginning of year	$	1,293		$	814	$	848
Gross increases - tax positions in current year	71			—		—
Gross increases - tax positions in prior year	—			479		—
Gross decreases - tax positions in prior year	(254		)	—		(34		)
Lapse of the statute of limitations	(680		)	—		—
Unrecognized tax benefit end of year	$	430		$	1,293	$	814

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Earnings per Share (Tables)

12 Months Ended

Dec. 31, 2017

Earnings Per Share [Abstract]

Reconciliation of Shares Used to Compute Basic and Diluted Earnings per Share

The following is a reconciliation of the shares used to compute basic and diluted earnings per share (in thousands):

	Year Ended December 31,
	2017	2016	2015
Weighted average number of common shares outstanding used to compute basic earnings per share	52,503	53,192	52,259
Dilutive effect of stock-based awards	702	555	746
Number of shares used to compute diluted earnings per share	53,205	53,747	53,005

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Stock-based Compensation and Other Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

A summary of the status of the Company’s unvested RSUs as of December 31, 2017 and changes during the year then ended are presented below:

	Service Conditions		Performance and Service Conditions		Total		Weighted Average Grant-Date Fair Value Per Unit
Unvested RSUs outstanding at December 31, 2016	279,262		916,593		1,195,855			$	38.78
Granted	120,914		320,406		441,320			$	49.62
Vested	(179,223	)	(525,517	)	(704,740	)		$	38.84
Forfeited	(13,182	)	(59,280	)	(72,462	)		$	40.82
Unvested RSUs outstanding at December 31, 2017	207,771		652,202		859,973			$	44.29
Unvested and expected to vest RSUs outstanding at December 31, 2017	191,205		615,460		806,665			$	44.15

Schedule of Other Share-based Compensation, Activity [Table Text Block]

The following table summarizes the balance of liability awards and expense during the years presented (in thousands):

	2017			2016		2015
Balances of liability awards at beginning of year	$	465		$	—	$	1,453
Expense for grants	470			465		—
Settled	(935		)	—		(1,453		)
Balance of liability awards at end of year	$	—		$	465	$	—

Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block]

The following summarizes pricing and term information for options outstanding as of December 31, 2017:

					Options Outstanding					Options Exercisable
					Number Outstanding at	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price			Number Exercisable at	Weighted Average Exercise Price
Range of Exercise Prices					December 31, 2017					December 31, 2017
$	4.44	-	$	7.31	25,653	1.6		$	6.25	25,653		$	6.25
$	7.39	-	$	7.39	3,500	2.3		$	7.39	3,500		$	7.39
$	8.26	-	$	8.26	12,023	3.0		$	8.26	12,023		$	8.26
$	10.46	-	$	10.46	16,494	3.9		$	10.46	16,494		$	10.46
$	16.51	-	$	16.51	75,000	4.7		$	16.51	75,000		$	16.51
$	4.44	-	$	16.51	132,670	3.8		$	12.79	132,670		$	12.79

Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table is a summary of stock option activity during 2017:

	Non- Qualified Stock Options		Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2016	169,919		$	12.10		4.3	$	5,448,000
Exercised	(36,561	)	$	9.60
Canceled	(688	)	$	12.19
Outstanding at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Vested and Expected to Vest at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000
Exercisable at December 31, 2017	132,670		$	12.79		3.8	$	6,830,000

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block]

The table below presents the average fair value per share of shares purchased and the compensation expense under the ESPP (dollars in thousands, except per share amounts):

Year Ended December 31,	Average fair value per share	Shares	Expense
2017	$9.71	214,466	$	2,092
2016	$9.05	242,303	$	2,497
2015	$7.77	204,401	$	1,586

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Business Segments (Tables)

12 Months Ended

Dec. 31, 2017

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

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

	Year ended December 31, 2017
	Apex		Oxford		Corporate(1)			Total
Revenues	$	2,037,154	$	588,770	$	—		$	2,625,924
Gross profit	606,294		243,779		—			850,073
Operating income	222,010		53,787		(51,061		)	224,736
Amortization	29,361		4,083		—			33,444

	Year ended December 31, 2016
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,836,488	$	603,925	$	—		$	2,440,413
Gross profit	548,421		246,762		—			795,183
Operating income	195,133		51,294		(56,701		)	189,726
Amortization	34,359		5,269		—			39,628

	Year ended December 31, 2015
	Apex		Oxford		Corporate(1)			Total
Revenues	$	1,493,608	$	571,400	$	—		$	2,065,008
Gross profit	439,586		239,159		—			678,745
Operating income	151,450		59,059		(58,401		)	152,108
Amortization	28,371		6,096		—			34,467

(1) Corporate expenses primarily consist 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.

Revenue by Type [Table Text Block]

The following table presents revenues by type (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Assignment	$	2,496,314	$	2,312,271	$	1,947,001
Permanent placement	129,610		128,142		118,007
	$	2,625,924	$	2,440,413	$	2,065,008

Disclosure on Geographic Areas, Description of Revenue from External Customers

The Company operates internationally, with operations in the United States, Europe and Canada. The following table presents revenues by geographic location (in thousands):

	Year Ended December 31,
	2017		2016		2015
Revenues:
Domestic	$	2,494,446	$	2,324,713	$	1,972,888
Foreign	131,478		115,700		92,120
	$	2,625,924	$	2,440,413	$	2,065,008

Long Lived Assets By Geographic Location Domestic And Foreign

The following table presents long-lived assets by geographic location (in thousands):

	December 31,
	2017		2016
Long-lived assets:
Domestic	$	56,137	$	55,801
Foreign	1,859		1,141
	$	57,996	$	56,942

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2017

Fair Value Disclosures [Abstract]

Schedule of Reconciliations of Liabilities Measured and Carried at Fair Value on Recurring Basis, with Significant Unobservable Inputs

The following table summarizes the changes in the balance of contingent consideration for the year ended December 31, 2016 (in thousands):

Balance at beginning of year	$	(20,981	)
Additions for acquisitions	—
Payments on contingent consideration	21,594
Fair value adjustments	(613		)
Balance at end of year	$	—

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Unaudited Quarterly Financial Results (Tables)

12 Months Ended

Dec. 31, 2017

Quarterly Financial Information Disclosure [Abstract]

Unaudited Quarterly Financial Information

	Quarter Ended											Year Ended Dec. 31,
2017	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(1)
Revenues	$	626,528	$	653,313		$	667,048		$	679,035		$	2,625,924
Gross profit	198,144		212,937			218,315			220,677			850,073
Income from continuing operations	22,382		33,236			34,879			67,377			157,874
Income (loss) from discontinued operations, net of income taxes	9		(139		)	(23		)	(46		)	(199		)
Net income	$	22,391	$	33,097		$	34,856		$	67,331		$	157,675
Per share income from continuing operations and net income:
Basic	$	0.43	$	0.63		$	0.66		$	1.29		$	3.01
Diluted	$	0.42	$	0.62		$	0.66		$	1.28		$	2.97

	Quarter Ended											Year Ended Dec. 31,
2016	Mar. 31,		June 30,			Sept. 30,			Dec. 31,(2)
Revenues	$	582,040	$	608,088		$	629,401		$	620,884		$	2,440,413
Gross profit	187,782		202,086			207,120			198,195			795,183
Income from continuing operations	17,348		26,013			29,775			24,060			97,196
Income (loss) from discontinued operations, net of income taxes	53		(9		)	(7		)	(32		)	5
Net income	$	17,401	$	26,004		$	29,768		$	24,028		$	97,201
Per share income from continuing operations and net income:
Basic	$	0.33	$	0.49		$	0.56		$	0.45		$	1.83
Diluted	$	0.32	$	0.48		$	0.55		$	0.45		$	1.81

 ______

(1) On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the TCJA. In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income, see “Note 9. Income Taxes”.

(2) The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.

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Accounting Standards Update (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 4.5	$ 2.7	$ 6.6
New Accounting Pronouncement or Change in Accounting Principle, Effect of Change on Diluted Earnings Per Share	$ 0.09
Excess Tax Benefit from Share-based Compensation, Operating Activities		$ 3.1	$ 6.6
Allowance for fallouts	$ 1.5

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Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Property and equipment	$ 154,193	$ 129,286
Less -- accumulated depreciation	96,197	72,344
Total	57,996	56,942
Computer and related equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	115,444	96,138
Furniture, fixtures and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	17,556	14,956
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	16,628	12,670
Work-in-progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment	$ 4,565	$ 5,522

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Property and Equipment (Narratives) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Net book value	$ 57,996	$ 56,942
Depreciation	25,200	22,600	$ 16,800
Software Development
Property, Plant and Equipment [Line Items]
Net book value	33,300	31,800
Software Development Work-in-Progress
Property, Plant and Equipment [Line Items]
Net book value	$ 3,200	$ 3,100

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Acquisitions Acquisition Costs, by Acquisition (Details) - USD ($) $ in Thousands				12 Months Ended
	Aug. 08, 2017	Jun. 05, 2015	Apr. 14, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Stock Issued During Period, Value, Acquisitions						$ 30,183
Stock Issued During Period, Shares, Acquisitions						794,700
Payments of Merger Related Costs, Financing Activities				$ 0	$ 16,814	$ 0
Other Payments to Acquire Businesses				0	4,780	0
Stratacuity [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition	Aug. 08, 2017
Business Acquisition, Name of Acquired Entity	StratAcuity Staffing Partners, Inc.
Business Acquisition, Description of Acquired Entity	headquartered in New Hampshire
Business Combination, Reason for Business Combination	was purchased to expand the Company's specialized clinical/scientific staffing solutions for biotechnology and pharmaceutical organizations
Payments to Acquire Businesses, Gross	$ 25,900
Business Combination, Acquisition Related Costs				500
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual				7,500
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual				$ 600
Business Acquisition, Goodwill, Expected Tax Deductible Amount	17,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	$ 7,600
LabResource [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition			Apr. 14, 2015
Business Acquisition, Name of Acquired Entity			LabResource B.V.
Business Acquisition, Description of Acquired Entity			headquartered in Amsterdam, the Netherlands
Business Combination, Reason for Business Combination			was purchased to expand the Company's life sciences staffing business in Europe
Payments to Acquire Businesses, Gross			$ 12,700
Business Combination, Acquisition Related Costs						400
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual						7,700
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual						1,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount			6,400
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill			$ 7,500
Creative Circle [Member]
Business Acquisition [Line Items]
Business Acquisition, Effective Date of Acquisition		Jun. 05, 2015
Business Acquisition, Name of Acquired Entity		Creative Circle, LLC
Business Acquisition, Description of Acquired Entity		is headquartered in Los Angeles, California
Business Combination, Reason for Business Combination		was purchased to expand the Company’s technical and creative staffing services
Payments to Acquire Businesses, Gross		$ 540,000
Stock Issued During Period, Value, Acquisitions		$ 30,200
Stock Issued During Period, Shares, Acquisitions		794,700
Business Acquisition Contingent Consideration At Fair Value Accrued Earn-Out		$ 13,800
Business Combination, Acquisition Related Costs						5,700
BusinessCombinationRecognizedGoodwill		358,029
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual						167,200
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual						$ 22,900
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Payments					15,800
Payments of Merger Related Costs, Financing Activities					13,800
Other Payments to Acquire Businesses					$ 2,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount		358,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 194,500

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Acquisitions Schedule of Purchase Price Allocation (Details) - Creative Circle [Member] $ in Thousands	Jun. 05, 2015 USD ($)
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents	$ 4,840
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Receivables	34,386
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Prepaid Expense and Other Assets	4,462
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment	5,077
BusinessCombinationRecognizedGoodwill	358,029
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill	194,500
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets	651
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets	601,945
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities	12,254
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net	$ 589,691	[1]

[1] Excluding cash acquired and a $0.9 million adjustment for net working capital in excess of the targeted amount (thereby increasing the actual purchase price paid), the purchase price for Creative Circle was $584.0 million as described in the discussion above.

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Acquisitions Schedule of Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Jun. 05, 2015
Contract-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	5 years
Creative Circle [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 194,500
Business Acquisition, Goodwill, Expected Tax Deductible Amount		358,000
Creative Circle [Member] | Trademarks [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		66,100
Creative Circle [Member] | Contractor Relations [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		29,500
Creative Circle [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		90,700
Creative Circle [Member] | Noncompete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		7,300
Creative Circle [Member] | Contract-Based Intangible Assets [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill		$ 900
Minimum [Member] | Contractor Relations [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	2 years
Minimum [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	2 years
Minimum [Member] | Noncompete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	2 years
Maximum [Member] | Contractor Relations [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	4 years
Maximum [Member] | Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	10 years
Maximum [Member] | Noncompete Agreements [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired Finite Lived Intangible Assets Average Useful Life	6 years

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Discontinued Operations (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 01, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses, Net of Cash Divested		$ 0	$ 6,000	$ 115,440
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax		0	0	25,703
Cash Provided by (Used in) Operating Activities, Discontinued Operations				(1,778)
Disposal Group, Including Discontinued Operation, Revenue				12,068
Disposal Group Including Discontinued Operations Cost of Services				8,653
Disposal Group, Including Discontinued Operation, Gross Profit (Loss)				3,415
Disposal Group, Including Discontinued Operation, General and Administrative Expense				2,385
Disposal Group Including Discontinued Operations Amortization of Intangible Assets				155
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax				875
Discontinued Operation, Tax Effect of Discontinued Operation				350
Income (Loss) from Discontinued Operations, Net of Tax, Attributable to Parent		$ (199)	$ 5	$ 525
Physician Segment [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from Divestiture of Businesses	$ 123,000
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax	25,700
Discontinued Operation, Tax Effect of Gain (Loss) from Disposal of Discontinued Operation	$ 14,400

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Goodwill and Identifiable Assets Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Goodwill [Roll Forward]
Gross goodwill, period start	$ 873,513	$ 874,906
Goodwill, Acquired During Period	17,467
Translation adjustment	3,115	(1,393)
Gross goodwill, period end	894,095	873,513
Apex
Goodwill [Roll Forward]
Gross goodwill, period start	(644,617)	644,617
Translation adjustment		0
Gross goodwill, period end	(662,084)	(644,617)
Apex | Stratacuity [Member]
Goodwill [Roll Forward]
Goodwill, Acquired During Period	17,467
Oxford
Goodwill [Roll Forward]
Gross goodwill, period start	(228,896)	230,289
Translation adjustment	3,115	(1,393)
Gross goodwill, period end	$ (232,011)	$ (228,896)

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Goodwill and Identifiable Assets Acquired Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Intangible assets subject to amortization:
Gross Carrying Amount	$ 305,359	$ 296,586
Accumulated Amortization	198,535	164,373
Net Carrying Amount	106,824	132,213
Intangible assets not subject to amortization:
Trademarks, Carrying Amount	245,942	245,517
Goodwill	894,095	873,513
Total
Gross Carrying Amount	551,301	542,103
Net Carrying Amount	352,766	377,730
Customer Relationships [Member]
Intangible assets subject to amortization:
Gross Carrying Amount	202,588	196,204
Accumulated Amortization	119,272	98,804
Net Carrying Amount	$ 83,316	97,400
Customer Relationships [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	2 months
Customer Relationships [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	10 years
Contractor Relations [Member]
Intangible assets subject to amortization:
Gross Carrying Amount	$ 71,121	69,721
Accumulated Amortization	59,174	50,528
Net Carrying Amount	$ 11,947	19,193
Contractor Relations [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	2 years
Contractor Relations [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	5 years
Noncompete Agreements [Member]
Intangible assets subject to amortization:
Gross Carrying Amount	$ 11,850	10,861
Accumulated Amortization	6,600	4,922
Net Carrying Amount	$ 5,250	5,939
Noncompete Agreements [Member] | Minimum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	2 years
Noncompete Agreements [Member] | Maximum [Member]
Intangible Assets [Line Items]
Estimated Useful Life	7 years
Computer Software, Intangible Asset [Member]
Intangible Assets [Line Items]
Estimated Useful Life	6 years
Intangible assets subject to amortization:
Gross Carrying Amount	$ 18,900	18,900
Accumulated Amortization	12,816	9,666
Net Carrying Amount	$ 6,084	9,234
Contract-Based Intangible Assets [Member]
Intangible Assets [Line Items]
Estimated Useful Life	5 years
Intangible assets subject to amortization:
Gross Carrying Amount	$ 900	900
Accumulated Amortization	673	453
Net Carrying Amount	$ 227	$ 447

XML

Goodwill and Identifiable Assets Future Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 33,444	$ 39,628	$ 34,467
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
2018	30,322
2019	23,287
2020	15,613
2021	12,753
2022	8,044
Thereafter	16,805
Net Carrying Amount	$ 106,824	$ 132,213

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Long-Term Debt (Details) $ in Thousands					12 Months Ended
	Sep. 22, 2017 Rate	Aug. 22, 2017 Rate	Feb. 21, 2017 USD ($) Rate	Aug. 05, 2016 Rate	Dec. 31, 2017 USD ($) Rate	Dec. 31, 2016 USD ($)	Jun. 05, 2015 USD ($)
Debt Instrument [Line Items]
Secured Debt					$ 588,000	$ 656,000
Unamortized Debt Issuance Expense					(12,787)	(15,645)
Long-term Debt					575,213	640,355
Creditfacilityamendmentcosts					$ 3,300	900
Line of Credit Facility, Interest Rate at Period End | Rate					3.57%
Contractual Quarterly Payments							$ 2,100
Leverage ratio					1.89
Letters of Credit Outstanding, Amount					$ 4,400	4,000
Maximum [Member]
Debt Instrument [Line Items]
Leverage ratio					4.00
Leverage Ratio in Latest Year of Debt Term					3.25
$825 Million Term B Loan Facility and $150 Million Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Face amount of term loan							975,000
$150 Million Revolving Credit Facility, Due June 2020 [Member]
Debt Instrument [Line Items]
Secured Debt					$ 0	0
Face amount of term loan							150,000
$825 Million Term B Loan Facility, due June 2022 [Member]
Debt Instrument [Line Items]
Secured Debt					588,000	$ 656,000
Face amount of term loan							$ 825,000
$200 Million Revolving Credit Facility, Due February 2022 [Member]
Debt Instrument [Line Items]
Face amount of term loan			$ 200,000
Term Loan Facility | $825 Million Term B Loan Facility, due June 2022 [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate		0.25%	0.50%	0.25%
Term Loan Facility | $825 Million Term B Loan Facility, due June 2022 [Member] | Eurodollar [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate		2.00%
Term Loan Facility | $200 Million Revolving Credit Facility, Due February 2022 [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate	0.50%
Term Loan Facility | $200 Million Revolving Credit Facility, Due February 2022 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate	1.25%
Revolving credit facility, unused portion, commitment fee percentage | Rate	0.35%
Term Loan Facility | $200 Million Revolving Credit Facility, Due February 2022 [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate	0.25%
Revolving credit facility, unused portion, commitment fee percentage | Rate	0.20%
LineofCreditFacilityUnusedCapacityReductioninCommitmentFee | Rate	0.05%
Term Loan Facility | $200 Million Revolving Credit Facility, Due February 2022 [Member] | Eurodollar [Member] | Maximum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate	2.25%
Term Loan Facility | $200 Million Revolving Credit Facility, Due February 2022 [Member] | Eurodollar [Member] | Minimum [Member]
Debt Instrument [Line Items]
Basis spread on variable rate borrowings | Rate	1.25%
Revolving Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility, Remaining Borrowing Capacity					195,600
Interest Expense [Member]
Debt Instrument [Line Items]
Creditfacilityamendmentcosts					$ 2,700

XML

Commitments and Contingencies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2017 USD ($) property	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)
Other Commitments [Line Items]
Self Insurance Reserve	$ 2,100	$ 1,800
Operating Leases, Rent Expense	26,400	25,600	$ 21,600
Deferred Rent Credit, Current	1,200	600
Deferred Rent Credit, Noncurrent	5,000	5,200
Workerscompensationreceivable	12,702	14,001
Letters of Credit Outstanding, Amount	4,400	4,000
Commitment and contingencies [Line Items]
Costs and Expenses, Related Party	1,300	$ 1,300	$ 1,300
Operating Leases
2018	20,387
2019	17,520
2020	14,698
2021	12,146
2022	8,089
Thereafter	7,267
Total	80,107
Related Party
2018	1,302
2019	1,282
2020	1,314
2021	1,347
2022	1,380
Thereafter	2,618
Total	9,243
Purchase Obligation, Due in Next Twelve Months	10,283
Purchase Obligation, Due in Second Year	8,362
Purchase Obligation, Due in Third Year	1,055
Purchase Obligation, Due in Fourth Year	0
Purchase Obligation, Due in Fifth Year	0
Purchase Obligation, Due after Fifth Year	0
Purchase Obligation	19,700
Total
2018	31,972
2019	27,164
2020	17,067
2021	13,493
2022	9,469
Thereafter	9,885
Total	$ 109,050
Apex Systems
Commitment and contingencies [Line Items]
Number of Leased Properties Owned by Related Parties | property	2

XML

Income Taxes (Narratives)(Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
TaxBenefitFromRemeasurementofDeferredTaxesDuetoTaxReform	$ 33,400
transition tax on the deemed dividend on foreign earnings	1,600
other tax impacts related to tax reform	$ 400
U.S. federal statutory tax rate	35.00%	35.00%	35.00%
Operating Loss Carryforwards, Valuation Allowance	$ 1,200	$ 1,200
Accumulated net earning	428,419	315,573
Gross deferred tax assets	18,600	34,400
Gross deferred tax liabilities	86,800	107,500
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	430	$ 1,293	$ 814
Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	0
Foreign Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	5,700
Accumulated net earning	$ 7,900

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Income Taxes (Income Tax Components) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Current:
Federal	$ 33,623	$ 38,103	$ 31,295
State	7,717	6,685	5,837
Foreign	2,725	2,672	2,048
Total Current	44,065	47,460	39,180
Deferred:
Federal & State	(4,726)	13,169	11,520
Foreign	(120)	(426)	(209)
Total Deferred	(4,846)	12,743	11,311
Total	$ 39,219	$ 60,203	$ 50,491

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Income Taxes (Income Before Tax) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
United States	$ 184,168	$ 148,402	$ 116,011
Foreign	12,925	8,997	5,902
Income before income taxes	$ 197,093	$ 157,399	$ 121,913

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Income Taxes (Deferred Tax Assets And Liabilities) (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Intangibles	$ (73,921)	$ (88,832)
Depreciation expense	(9,851)	(14,383)
Allowance for doubtful accounts	2,615	3,185
Employee related accruals	2,616	10,156
Stock-based compensation	4,766	9,300
Other	4,339	6,239
Net operating loss carryforwards	1,255	1,262
Valuation allowance	(1,255)	(1,209)
Total deferred income tax assets (liabilities)	$ (69,436)	$ (74,282)

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Income Taxes (Tax Rate Reconciliation) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income tax provision at the statutory rate	$ 68,983	$ 55,089	$ 42,669
State income taxes, net of federal benefit	6,751	4,873	4,559
Permanent difference – non deductible items	1,854	1,814	1,718
Proceeds and Excess Tax Benefit from Share-based Compensation	(4,241)	(165)	(168)
Tax Adjustments, Settlements, and Unusual Provisions	(31,420)	0	0
Other	(2,708)	(1,408)	1,713
Total	$ 39,219	$ 60,203	$ 50,491

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Income Taxes (Unrecognized Tax Benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	$ 430	$ 1,293	$ 814
Reductions for tax positions as a result of a lapse of the applicable statute of limitations	(100)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefit beginning of year	1,293	814	848
Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions	71	0	0
Gross increases - tax positions in prior year	0	479	0
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions	254	0	34
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations	680	0	0
Unrecognized Tax Benefit end of year	$ 430	$ 1,293	$ 814

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Earnings per Share (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Weighted Average Number of Shares Outstanding Reconciliation
Weighted average number of common shares outstanding used to compute basic earnings per share	52,503	53,192	52,259
Dilutive effect of stock-based awards	702	555	746
Number of shares used to compute diluted earnings per share	53,205	53,747	53,005

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Stockholders' Equity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Jun. 13, 2016	Jan. 16, 2015
Equity, Class of Treasury Stock [Line Items]
Stock Repurchase Program, Authorized Amount				$ 150,000	$ 100,000
Stock Repurchased and Retired During Period, Shares			43,000
Payments for Repurchase of Equity			$ (1,600)
sharesreceivedforexercisepriceofoptions			46,174
payment exercise of stock option			$ 2,200
Stock Repurchased and Retired During Period, Value	$ (58,070)	$ (43,091)	$ (3,819)
Stock Issued During Period, Shares, Acquisitions			794,700
Stock Issued During Period, Value, Acquisitions			$ 30,183
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 48,800
Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Stock Repurchased and Retired During Period, Shares	1,229,249	1,133,553	89,174
Stock Repurchased and Retired During Period, Value	$ (12)	$ (11)	$ (1)
Stock Issued During Period, Shares, Acquisitions			794,700
Stock Issued During Period, Value, Acquisitions			$ 8
Additional Paid-in Capital [Member]
Equity, Class of Treasury Stock [Line Items]
Payments for Repurchase of Equity			(400)
payment exercise of stock option			800
Stock Repurchased and Retired During Period, Value	(13,229)	(11,885)	(1,173)
Stock Issued During Period, Value, Acquisitions			30,175
Retained Earnings [Member]
Equity, Class of Treasury Stock [Line Items]
Payments for Repurchase of Equity			(1,200)
payment exercise of stock option			1,400
Stock Repurchased and Retired During Period, Value	$ (44,829)	$ (31,195)	$ (2,645)

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Stock-based Compensation and Other Employee Benefit Plans Recognized Period Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Allocated Share-based Compensation Expense	$ 24,044	$ 27,024	$ 22,018

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Stock-based Compensation and Other Employee Benefit Plans RSU and RSAs (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	191,392
Award with service conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested RSUs and RSAs outstanding at January 1 (in shares)	279,262
Granted (in shares)	120,914
Vested (in shares)	(179,223)
Forfeited (in shares)	(13,182)
Unvested RSUs and RSAs outstanding at December 31 (in shares)	207,771	279,262
Unvested and expected to vest RSUs and RSAs outstanding at December 31 (in shares)	191,205
Awards with performance and service conditions [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested RSUs and RSAs outstanding at January 1 (in shares)	916,593
Granted (in shares)	320,406
Vested (in shares)	(525,517)
Forfeited (in shares)	(59,280)
Unvested RSUs and RSAs outstanding at December 31 (in shares)	652,202	916,593
Unvested and expected to vest RSUs and RSAs outstanding at December 31 (in shares)	615,460
Liability Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent	$ 0	$ 465	$ 0	$ 1,453
Restricted Stock Units and Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,130,289
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Unvested RSUs and RSAs outstanding at January 1 (in shares)	1,195,855
Granted (in shares)	441,320
Vested (in shares)	(704,740)
Forfeited (in shares)	(72,462)
Unvested RSUs and RSAs outstanding at December 31 (in shares)	859,973	1,195,855
Unvested and expected to vest RSUs and RSAs outstanding at December 31 (in shares)	806,665
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward]
Unvested RSUs and RSAs outstanding at January 1, weighted average grant date fair value (in dollars per share)	$ 38.78
Granted, weighted average grant date fair value (in dollars per share)	49.62	$ 36.07	$ 40.49
Vested, weighted average grant date fair value (in dollars per share)	$ 38.84
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures	40.82
Unvested RSUs and RSAs outstanding at December 31, weighted average grant date fair value (in dollars per share)	$ 44.29	$ 38.78
Unvested and expected to vest RSUs and RSAs outstanding at December 31, weighted average grant date fair value (in dollars per share)	$ 44.15

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Stock-based Compensation: Incentive Award Plan and Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	191,392
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense	$ 4,500	$ 2,700	$ 6,600
Liability Award [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Share-based Arrangements, Liability, Current and Noncurrent	0	465	0	$ 1,453
Liability Awards Granted	470	465	0
Liability Awards Settled During Period	$ 935	0	(1,453)
Restricted Stock Units and Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,130,289
Shares surrendered by the employees to the Company for payment of minimum tax withholding obligations	291,368
Total intrinsic value of options exercised	$ 37,800	$ 21,700	$ 24,300
Unrecognized compensation expense	$ 21,500
Share-based awards expense, service period	2 years
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,085,855

XML

Stock-based Compensation and Other Employee Benefit Plans Stock-based Compensation: Incentive Award Plan and Employee Stock Purchase Plan (Range of Prices) (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	$ 4.44
Exercise price, high end of the range (in dollars per share)	$ 16.51
Options outstanding (in shares)	132,670
Options outstanding - weighted average remaining contractual life (years)	3 years 9 months 18 days	4 years 3 months 18 days
Options outstanding - weighted average exercise price (in dollars per share)	$ 12.79	$ 12.10
Options exercisable - at the end of period (in shares)	132,670
Options exercisable - weighted average exercise price (in dollars per share)	$ 12.79
$4.44 - 7.31
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	4.44
Exercise price, high end of the range (in dollars per share)	$ 7.31
Options outstanding (in shares)	25,653
Options outstanding - weighted average remaining contractual life (years)	1 year 7 months 6 days
Options outstanding - weighted average exercise price (in dollars per share)	$ 6.25
Options exercisable - at the end of period (in shares)	25,653
Options exercisable - weighted average exercise price (in dollars per share)	$ 6.25
$7.39 - 7.39
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	7.39
Exercise price, high end of the range (in dollars per share)	$ 7.39
Options outstanding (in shares)	3,500
Options outstanding - weighted average remaining contractual life (years)	2 years 3 months 18 days
Options outstanding - weighted average exercise price (in dollars per share)	$ 7.39
Options exercisable - at the end of period (in shares)	3,500
Options exercisable - weighted average exercise price (in dollars per share)	$ 7.39
$8.26 - 8.26
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	8.26
Exercise price, high end of the range (in dollars per share)	$ 8.26
Options outstanding (in shares)	12,023
Options outstanding - weighted average remaining contractual life (years)	3 years
Options outstanding - weighted average exercise price (in dollars per share)	$ 8.26
Options exercisable - at the end of period (in shares)	12,023
Options exercisable - weighted average exercise price (in dollars per share)	$ 8.26
$10.46 - 10.46
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	10.46
Exercise price, high end of the range (in dollars per share)	$ 10.46
Options outstanding (in shares)	16,494
Options outstanding - weighted average remaining contractual life (years)	3 years 10 months 24 days
Options outstanding - weighted average exercise price (in dollars per share)	$ 10.46
Options exercisable - at the end of period (in shares)	16,494
Options exercisable - weighted average exercise price (in dollars per share)	$ 10.46
$16.51 - 16.51
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, low end of the range (in dollars per share)	16.51
Exercise price, high end of the range (in dollars per share)	$ 16.51
Options outstanding (in shares)	75,000
Options outstanding - weighted average remaining contractual life (years)	4 years 8 months 12 days
Options outstanding - weighted average exercise price (in dollars per share)	$ 16.51
Options exercisable - at the end of period (in shares)	75,000
Options exercisable - weighted average exercise price (in dollars per share)	$ 16.51

XML

Stock-based Compensation and Other Employee Benefit Plans Stock Options Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Outstanding Stock Options Activity [Roll Forward]
Outstanding at December 31 (in shares)	132,670
Exercisable at December 31 (in shares)	132,670
Options Outstanding, Weighted Average Exercise Price [Roll Forward]
Outstanding - weighted average exercise price per share	$ 12.10
Exercised, weighted average exercise price per share	9.60
Canceled, weighted average exercise price per share	12.19
Vested and Expected to Vest, weighted average exercise price per share	12.79
Exercisable, weighted average exercise price per share	$ 12.79
Outstanding, weighted average remaining contractual term	3 years 9 months 18 days	4 years 3 months 18 days
Vested and Expected to Vest, weighted average remaining contractual term	3 years 9 months 18 days
Exercisable, weighted average remaining contractual term	3 years 9 months 18 days
Options outstanding - aggregate intrinsic value	$ 6,830,000	$ 5,448,000
Vested and Expected to Vest, aggregate intrinsic value	6,830,000
Exercisable, aggregate intrinsic value	6,830,000
Employee Stock Option [Member]
Options Outstanding, Weighted Average Exercise Price [Roll Forward]
Total intrinsic value of options exercised	$ 1,500,000	$ 4,700,000	$ 10,900,000
Non Qualified Stock Options [Member]
Outstanding Stock Options Activity [Roll Forward]
Outstanding at January 1 (in shares)	169,919
Exercised (in shares)	(36,561)
Canceled (in shares)	(688)
Outstanding at December 31 (in shares)	132,670	169,919
Vested and Expected to Vest at December 31(in shares)	132,670
Exercisable at December 31 (in shares)	132,670

XML

Stock-based Compensation and Other Employee Benefit Plans Employee Stock Purchase Plan (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date	15.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	191,392
Allocated Share-based Compensation Expense	$ 24,044	$ 27,024	$ 22,018
Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized	3,500,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,085,855
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 9.71	$ 9.05	$ 7.77
Stock Issued During Period, Shares, Employee Stock Purchase Plans	214,466	242,303	204,401
Allocated Share-based Compensation Expense	$ 2,092	$ 2,497	$ 1,586

XML

Stock-based Compensation and Other Employee Benefit Plans Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Defined Benefit Plans and Other Postretirement Benefit Plans [Abstract]
Deferred Compensation Plan Assets	$ 2.2
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 7.5	$ 5.6	$ 7.6

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Business Segments Segment Reporting Information (Details) $ in Thousands	3 Months Ended									12 Months Ended
	Dec. 31, 2017 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)		Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2017 USD ($) property	Dec. 31, 2016 USD ($)		Dec. 31, 2015 USD ($)
Segment Reporting Information
Revenues	$ 679,035	$ 667,048	$ 653,313	$ 626,528	$ 620,884		$ 629,401	$ 608,088	$ 582,040	$ 2,625,924	$ 2,440,413		$ 2,065,008
Gross profit	$ 220,677	$ 218,315	$ 212,937	$ 198,144	$ 198,195	[1]	$ 207,120	$ 202,086	$ 187,782	850,073	795,183		678,745
Operating Income										224,736	189,726		152,108
Amortization of intangible assets										$ 33,444	39,628		34,467
Reportable segments (in number of segments) | property										2
Apex
Segment Reporting Information
Revenues										$ 2,037,154	1,836,488		1,493,608
Gross profit										606,294	548,421		439,586
Operating Income										222,010	195,133		151,450
Amortization of intangible assets										29,361	34,359		28,371
Oxford
Segment Reporting Information
Revenues										588,770	603,925		571,400
Gross profit										243,779	246,762		239,159
Operating Income										53,787	51,294		59,059
Amortization of intangible assets										4,083	5,269		6,096
Corporate
Segment Reporting Information
Operating Income										(51,061)	(56,701)	[2]	(58,401)	[2]
Amortization of intangible assets										0	0		0
Assignment [Member]
Segment Reporting Information
Revenues										2,496,314	2,312,271		1,947,001
PermanentPlacement [Member]
Segment Reporting Information
Revenues										$ 129,610	$ 128,142		$ 118,007

[1] The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.

[2] Corporate expenses primarily consist 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.

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Business Segments Revenue by Geographical Areas (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Revenues:
Revenues	$ 679,035	$ 667,048	$ 653,313	$ 626,528	$ 620,884	$ 629,401	$ 608,088	$ 582,040	$ 2,625,924	$ 2,440,413	$ 2,065,008
Domestic [Member]
Revenues:
Revenues									2,494,446	2,324,713	1,972,888
Foreign [Member]
Revenues:
Revenues									$ 131,478	$ 115,700	$ 92,120

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Business Segments Long-Lived Assets (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Revenues	$ 679,035	$ 667,048	$ 653,313	$ 626,528	$ 620,884	$ 629,401	$ 608,088	$ 582,040	$ 2,625,924	$ 2,440,413	$ 2,065,008
Long-Lived Assets	57,996				56,942				57,996	56,942
Domestic [Member]
Segment Reporting Information [Line Items]
Revenues									2,494,446	2,324,713	1,972,888
Long-Lived Assets	56,137				55,801				56,137	55,801
Foreign [Member]
Segment Reporting Information [Line Items]
Revenues									131,478	115,700	$ 92,120
Long-Lived Assets	$ 1,859				$ 1,141				$ 1,859	$ 1,141

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Fair Value Measurements Fair Value Inputs, Liabilities, Quantitative Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2017
Fair Value Inputs, Liabilities, Quantitative Information
Long-term debt	$ 640,355	$ 575,213
Unamortized Debt Issuance Expense	15,645	12,787
Contingent Consideration Liability [Member]
Fair Value Inputs, Liabilities, Quantitative Information
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Gain (Loss) Included in Earnings	$ 613
Significant other observable inputs (Level 2)
Fair Value Inputs, Liabilities, Quantitative Information
Long-term debt, fair value		$ 591,700

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Fair Value Measurements Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) - Contingent Consideration Liability [Member] $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Contingent consideration for acquisitions
Balance at beginning of period	$ (20,981)
Additions for acquisitions	0
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability, Payments	21,594
Fair value adjustment	(613)
Balance at end of period	$ 0

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Unaudited Quarterly Financial Results (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended										12 Months Ended
	Dec. 31, 2017		Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016		Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]
Revenues	$ 679,035		$ 667,048	$ 653,313	$ 626,528	$ 620,884		$ 629,401	$ 608,088	$ 582,040	$ 2,625,924	$ 2,440,413	$ 2,065,008
Gross profit	220,677		218,315	212,937	198,144	198,195	[1]	207,120	202,086	187,782	850,073	795,183	678,745
Income from continuing operations	67,377	[2]	34,879	33,236	22,382	24,060	[1]	29,775	26,013	17,348	157,874	97,196	71,422
Net income	$ 67,331		$ 34,856	$ 33,097	$ 22,391	$ 24,028	[1]	$ 29,768	$ 26,004	$ 17,401	$ 157,675	$ 97,201	$ 97,650
Earnings Per Share, Basic [Abstract]
Continuing operations	$ 1.29		$ 0.66	$ 0.63	$ 0.43	$ 0.45	[1]	$ 0.56	$ 0.49	$ 0.33	$ 3.01	$ 1.83	$ 1.37
Discontinued operations											0.00	0.00	0.50
Net income											3.01	1.83	1.87
Earnings Per Share, Diluted [Abstract]
Continuing operations	$ 1.28		$ 0.66	$ 0.62	$ 0.42	$ 0.45	[1]	$ 0.55	$ 0.48	$ 0.32	2.97	1.81	1.35
Discontinued operations											0.00	0.00	0.49
Net income											$ 2.97	$ 1.81	$ 1.84
Segment Reporting Information
Tax Adjustments, Settlements, and Unusual Provisions											$ (31,420)	$ 0	$ 0
Income from discontinued operations, net of income taxes											(199)	5	$ 525
Discontinued Operations, Disposed of by Sale [Member]
Segment Reporting Information
Income from discontinued operations, net of income taxes	$ (46)		$ (23)	$ (139)	$ 9	$ (32)		$ (7)	$ (9)	$ 53	$ (199)	$ 5

[1] The fourth quarter of 2016 included out-of-period adjustments of $5.6 million for costs of services that were understated in prior quarters. As a result, costs of services for the fourth quarter of 2016 were overstated by $5.6 million and gross profit, net income and diluted earnings per common share were understated by $5.6 million, $3.4 million and $0.06, respectively.

[2] On December 22, 2017, the U.S. government enacted comprehensive tax legislation, the TCJA. In the fourth quarter of 2017, the Company recorded an estimated net tax benefit of $31.4 million for the impact of the TCJA, which is included in the provision for income taxes in the consolidated statement of operations and comprehensive income, see “Note 9. Income Taxes”.

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Subsequent Events (Details) - Subsequent Event [Member] $ in Millions	Jan. 31, 2018 USD ($)
Subsequent Event [Line Items]
Payments to Acquire Businesses, Gross	$ 775.0
Debt Instrument, Face Amount	1,600.0
Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	200.0
Credit Facility [Domain]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 1,400.0

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Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Allowance for Doubtful Accounts and Bilinig Adjustments
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year		$ 8,093	$ 6,682	$ 4,404
Provisions		5,251	2,881	2,196
Valuation Allowances and Reserves, Additions for Charges to Other Accounts	[1]	6,799	7,907	8,290
Deductions	[2]	(10,234)	(9,377)	(8,208)
Balance at end of year		9,909	8,093	6,682
Allowance for Workers' Compensation and Medical Malpractice Loss Reserves
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at beginning of year		15,784	15,020	15,564
Provisions		2,908	2,693	2,117
Valuation Allowances and Reserves, Additions for Charges to Other Accounts	[1]	0	0	0
Deductions	[2]	(3,915)	(1,929)	(2,661)
Balance at end of year		$ 14,777	$ 15,784	$ 15,020

[1] Charges to other accounts include the provision for permanent placement fallouts and billing adjustments that have been deducted from revenues in the accompanying consolidated statements of operations and comprehensive income.

[2] Deductions from the allowance for doubtful accounts and billing adjustments include write-offs of uncollectible accounts receivable and permanent placements fallouts that have been charged against the allowance for doubtful accounts and billing adjustments. Deductions from workers’ compensation loss reserves include payments of claims and changes related to anticipated insurance and indemnification recoveries which have corresponding changes in the workers' compensation receivable balance in the accompanying consolidated balance sheets.