ON ASSIGNMENT INC (Form: 10-Q, Received: 08/11/2014 06:00:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

For the quarterly period ended June 30, 2014



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

26745 Malibu Hills Road, Calabasas, CA			91301
(Address of principal executive offices)			(Zip Code)

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

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

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes o No

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



Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o

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

o Yes x No

A t August 1, 2014 , the total number of outstanding shares of the Company’s Common Stock ($0.01 par value) wa s 54,475,629 .

ON ASSIGNMENT, INC. AND SUBSIDIARIES

Index



PART I – FINANCIAL INFORMATION

Item 1 – Condensed Consolidated Financial Statements (unaudited)	3

Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013	3

Condensed Consolidated Statements of Operations and Comprehensive Income for the Three and Six Months Ended June 30, 2014 and 2013	4

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	5

Notes to Condensed Consolidated Financial Statements	6

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3 – Quantitative and Qualitative Disclosures about Market Risks	22

Item 4 – Controls and Procedures	22

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings	23

Item 1A – Risk Factors	23

Item 6 – Exhibits	24

Signature	25

PART I - FINANCIAL INFORMATION

Item 1 — Condensed Consolidated Financial Statements (Unaudited)

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands, except share amounts)



	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	30,753		$	37,350
Accounts receivable, net of allowance of $4,374 and $3,067, respectively	295,935			262,224
Prepaid expenses	6,091			8,686
Deferred income tax assets	17,200			17,214
Workers' compensation and medical malpractice receivable	20,604			21,200
Other	3,090			3,200
Total current assets	373,673			349,874

Property and equipment, net	42,200			38,591
Goodwill	574,951			574,948
Identifiable intangible assets, net	276,104			288,455
Other	8,651			9,326
Total Assets	$	1,275,579		$	1,261,194

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	18,250		$	10,000
Accounts payable	5,545			8,370
Accrued payroll and contract professional pay	84,685			76,556
Workers’ compensation and medical malpractice loss reserves	32,678			32,751
Income taxes payable	5,783			13,418
Other	23,617			27,926
Total current liabilities	170,558			169,021

Deferred income tax liabilities	49,525			49,584
Long-term debt	358,500			389,813
Other long-term liabilities	11,736			12,643
Total liabilities	590,319			621,061
Commitments and contingencies
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, 54,432,587 and 53,926,525 issued and outstanding, respectively	544			539
Paid-in capital	503,848			493,279
Retained earnings	180,905			146,199
Accumulated other comprehensive income (loss)	(37		)	116
Total stockholders’ equity	685,260			640,133
Total Liabilities and Stockholders’ Equity	$	1,275,579		$	1,261,194

See Notes to Condensed Consolidated Financial Statements.

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED)

(In thousands, except per share amounts)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Revenues	$	468,618		$	407,864		$	907,892		$	786,908
Cost of services	315,891			286,532			617,577			555,465
Gross profit	152,727			121,332			290,315			231,443
Selling, general and administrative expenses	107,923			84,282			212,057			166,159
Amortization of intangible assets	6,156			5,275			12,328			10,654
Operating income	38,648			31,775			65,930			54,630
Interest expense, net	(3,103		)	(4,081		)	(6,431		)	(9,177		)
Write-off of loan costs	—			(14,958		)	—			(14,958		)
Income before income taxes	35,545			12,736			59,499			30,495
Provision for income taxes	14,846			5,493			24,752			13,036
Income from continuing operations	20,699			7,243			34,747			17,459
Gain on sale of discontinued operations, net of income taxes	—			—			—			14,412
Income (loss) from discontinued operations, net of income taxes	90			96			(41		)	81
Net income	$	20,789		$	7,339		$	34,706		$	31,952

Basic earnings per common share:
Continuing operations	$	0.38		$	0.14		$	0.64		$	0.33
Discontinued operations	—			—			—			0.27
Net income	$	0.38		$	0.14		$	0.64		$	0.60

Diluted earnings per common share:
Continuing operations	$	0.38		$	0.13		$	0.63		$	0.32
Discontinued operations	—			0.01			—			0.27
Net income	$	0.38		$	0.14		$	0.63		$	0.59

Number of shares and share equivalents used to calculate earnings per share:
Basic	54,372			53,378			54,239			53,213
Diluted	55,173			54,327			55,098			54,222

Reconciliation of net income to comprehensive income:
Net income	$	20,789		$	7,339		$	34,706		$	31,952
Changes in fair value of derivatives, net of tax	7			76			51			143
Foreign currency translation adjustment, net of tax	(160		)	403			(204		)	(856		)
Comprehensive income	$	20,636		$	7,818		$	34,553		$	31,239

See Notes to Condensed Consolidated Financial Statements.

ON ASSIGNMENT, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)



	Six Months Ended
	June 30,
	2014			2013
Cash Flows from Operating Activities:
Net income	$	34,706		$	31,952
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of discontinued operations, net of income taxes	—			(14,412		)
Depreciation and amortization	18,463			14,434
Stock-based compensation	7,285			6,210
Write-off of loan costs	—			14,958
Gross excess tax benefits from stock-based compensation	(3,217		)	(2,704		)
Workers’ compensation and medical malpractice provision	2,505			3,071
Other	3,943			1,226
Changes in operating assets and liabilities, net of effects of acquisitions and divestitures:
Accounts receivable	(37,067		)	(33,329		)
Prepaid expenses	1,461			2,521
Accounts payable	(2,872		)	(1,249		)
Accrued payroll and contract professional pay	8,125			12,493
Income taxes payable	(4,414		)	(1,214		)
Other	(3,909		)	(3,630		)
Net cash provided by operating activities	25,009			30,327
Cash Flows from Investing Activities:
Cash paid for property and equipment	(9,638		)	(7,328		)
Cash received from sale of discontinued operations, net	—			31,922
Other	406			(1,872		)
Net cash provided by (used in) investing activities	(9,232		)	22,722
Cash Flows from Financing Activities:
Principal payments of long-term debt	(122,563		)	(440,775		)
Proceeds from long-term debt	99,500			383,500
Proceeds from stock transactions	3,268			3,912
Payments of employment taxes related to release of restricted stock awards	(4,544		)	(5,602		)
Gross excess tax benefits from stock-based compensation	3,217			2,704
Debt issuance costs	(446		)	(6,563		)
Payments of accrued earn-outs	(691		)	(3,425		)
Other	—			(14		)
Net cash used in financing activities	(22,259		)	(66,263		)
Effect of exchange rate changes on cash and cash equivalents	(115		)	(154)
Net Decrease in Cash and Cash Equivalents	(6,597		)	(13,368		)
Cash and Cash Equivalents at Beginning of Year	37,350			27,479
Cash and Cash Equivalents at End of Period	$	30,753		$	14,111

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Income taxes	$	29,175		$	12,580
Interest	$	5,899		$	8,535

Supplemental Disclosure of Non-Cash Transactions:
Acquisition of property and equipment through accounts payable	$	639		$	993

See Notes to Condensed Consolidated Financial Statements.

ON ASSIGNMENT, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Financial Statement Presentation. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the rules of the Securities and Exchange Commission. The financial statements include adjustments consisting of normal recurring items, which, in the opinion of management, are necessary for a fair presentation of the financial position of On Assignment, Inc. and its subsidiaries (the "Company") and its results of operations for the interim dates and periods set forth herein. The results for any of the interim periods are not necessarily indicative of the results to be expected for the full year or any other period. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 ("2013 10-K").

2. Accounting Standards Update. In April 2014 , the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). ASU 2014-08 amends the definition of a discontinued operation and requires entities to provide additional disclosures for both discontinued operations and disposal transactions that do not meet the discontinued-operations criteria. It is effective for annual periods beginning on or after December 15, 2014. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") . ASU 2014-09 improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and requires entities to provide additional disclosures. It is effective for annual reporting periods beginning after December 15, 2016. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12, Compensation-Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12") . ASU 2014-12 requires that a performance target that affects vesting, and which could be achieved after the requisite service period, be treated as a performance condition. It is effective for annual reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material effect on its consolidated financial statements.

3. Acquisitions. On December 5, 2013 , the Company acquired all of the outstanding shares of CyberCoders Holdings, Inc. ("CyberCoders"), a provider of permanent placement services headquartered in Irvine, California . The primary reason for the acquisition was to expand the Company's permanent placement services. The purchase price was $98.6 million , comprised of $93.6 million in cash paid at closing and estimated future contingent consideration of $5.0 million , which is based on estimated financial performance of CyberCoders through 2015 (the maximum contingent consideration opportunity is $11.0 million ). Acquisition costs of approximately $1.5 million were expensed in 2013. Goodwill deductible for tax purposes is $10.3 million for this transaction. The results of operations for the acquisition have been combined with those of the Company from the acquisition date.

On December 2, 2013 , the Company acquired all of the outstanding membership interests of Whitaker Medical, LLC ("Whitaker"), a provider of physician staffing services headquartered in Houston, Texas . The primary reason for the acquisition was to expand the Company's Physician staffing services. The purchase price was $21.3 million , comprised of $18.5 million in cash paid at closing and estimated future contingent consideration of $2.8 million , which is based on estimated financial performance of Whitaker through 2015 (the maximum contingent consideration opportunity is $5.0 million ). Acquisition costs of approximately $0.4 million were expensed in 2013. Goodwill of $7.2 million is deductible for tax purposes. The results of operations for the acquisition have been combined with those of the Company from the acquisition date.

Assets and liabilities of the acquired companies were recorded at their estimated fair values at the date of acquisition. The excess purchase price over the fair value of net tangible assets and identifiable intangible assets acquired has been allocated to goodwill. The fair value assigned to identifiable intangible assets was determined primarily by using a discounted cash flow method.

The Company's allocation of the purchase prices relating to the CyberCoders and Whitaker acquisitions remains incomplete with respect to opening net assets, intangible assets, taxes and contingent consideration. Material measurement period adjustments resulting from the finalization of the purchase price allocation will be recorded retrospectively to the acquisition date. The preliminary fair value of contingent consideration is based on the present value of the expected future payments to be made to the sellers of the acquired businesses in accordance with the respective purchase agreements. There are numerous inputs for this valuation, which the Company will finalize during the measurement period. Significant changes are likely and will change the contingent consideration and the amount allocated to goodwill. See Note 6 Fair Value Measurements for further information regarding the fair value of contingent consideration and the level 3 rollforward disclosure.

During the six months ended June 30, 2014, the Company adjusted CyberCoder's and Whitaker's purchase price allocation. The adjustments related to net working capital, were not material and had no impact on the condensed consolidated statements of operations, and accordingly they were not presented retrospectively.

The following table summarizes (in thousands) the purchase price allocations for the acquisitions of CyberCoders and Whitaker, which are subject to finalization during the measurement period:



	2013 Acquisitions
	CyberCoders		Whitaker
Current assets	$	10,583	$	9,155
Property and equipment	3,790		272
Goodwill	70,784		7,216
Identifiable intangible assets	36,450		9,760
Other	915		568
Total assets acquired	$	122,522	$	26,971

Current liabilities	$	8,057	$	5,093
Other	15,817		551
Total liabilities assumed	23,874		5,644
Total purchase price	$	98,648	$	21,327

The following table summarizes (in thousands) the allocation of the purchase price among the identifiable intangible assets for the acquisitions of CyberCoders and Whitaker, which are subject to finalization during the measurement period:



		Identifiable Intangible Asset Value
	Useful life	CyberCoders		Whitaker
Contractor relationships	2.5 years	$	3,900	$	1,800
Customer relationships	3 – 7 years	750		5,900
Non-compete agreements	3 years	800		60
In-use software	6 years	18,900		—
Trademarks	indefinite	12,100		2,000
Total identifiable intangible assets acquired		$	36,450	$	9,760

The summary below (in thousands, except for per share data) presents unaudited pro forma consolidated results of operations for the six months ended June 30, 2013 as if the acquisitions of Whitaker and CyberCoders occurred on January 1, 2012. The pro forma financial information gives effect to certain adjustments, including: amortization of intangible assets, interest expense on acquisition-related debt and provision for income taxes. The pro forma financial information is not necessarily indicative of the operating results that would have occurred if the acquisition had been consummated as of the date indicated, nor are they necessarily indicative of future operating results.



Revenues	$	831,486
Income from continuing operations	$	19,693
Net income	$	34,186

Basic earnings per share:
Income from continuing operations	$	0.37
Net income	$	0.64

Diluted earnings per share:
Income from continuing operations	$	0.36
Net income	$	0.63

Number of shares used to calculate earnings per share:
Basic	53,213
Diluted	54,222

4. Discontinued Operations. During 2013, the Company sold in two separate transactions its Nurse Travel and Allied Healthcare divisions, both of which were previously included in the Company’s Healthcare segment. These divisions have been presented as discontinued operations in the Condensed Consolidated Statements of Operations for all periods presented. The following is a summary of the combined operating results of these two divisions (in thousands):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014			2013
Revenues	$	—	$	10,035	$	—		$	26,616
Income (loss) before income taxes	$	126	$	180	$	(83	)	$	311
Provision (benefit) for income taxes	$	36	$	84	$	(42	)	$	230
Net income (loss)	$	90	$	96	$	(41	)	$	81

5. Long-Term Debt. Long-term debt consisted of the following at June 30, 2014 and December 31, 2013 (in thousands):



	2014		2013
Senior Secured Debt
Revolving credit facility, due May 2018	$	28,500	$	44,500
Term A loan facility, due May 2018	167,938		92,500
Term B loan facility, due May 2020	180,312		262,813
	$	376,750	$	399,813

On May 16, 2013, the Company entered into a new $500.0 million credit facility and repaid all borrowings under the previous facility. This new facility initially consisted of (i) a $100.0 million , five-year term A loan facility, (ii) a $275.0 million seven-year term B loan facility and (iii) a $125.0 million , five-year revolving loan facility. On February 28, 2014, the Company increased the term A loan facility by $82.5 million and repaid $82.5 million on the term B loan facility. Under terms of the credit facility, the Company has the ability to increase the loan facilities by up to $100.0 million under certain specified conditions.

Borrowings under the facility bear interest at the Company's option, at either the Eurodollar rate (LIBOR) or the base rate, plus 1.75 percent to 2.50 percent for the term A loan facility and revolving loans and LIBOR, with a floor of 1.0 percent , plus 2.50 percent for the term B loan facility. The commitment fee on the undrawn portion available under the revolving loan facility ranges from 0.25 percent to 0.40 percent .

At June 30, 2014 , borrowings on the term A loan facility and revolving credit facility both bore interest at 2.2 percent . Borrowings on the term B loan facility bore interest at 3.5 percent . The weighted average interest rate at June 30, 2014 was 2.8 percent .

During the remainder of this fiscal year, each of the next four years and thereafter, the Company will be required to make payments as follows (in thousands):



2014	$	9,125
2015	18,250
2016	18,250
2017	18,250
2018	132,562
Thereafter	180,313
	$	376,750

As of June 30, 2014 and December 31, 2013 , the Company was in compliance with all of its debt covenants. As of June 30, 2014 , the Company had a ratio of funded debt to consolidated EBITDA of 1.98 to 1.00 and had $93.6 million of borrowings available under the revolving credit facility.

6. Fair Value Measurements. The recorded values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate their fair value based on their short-term nature. Long-term debt recorded in the Company’s Condensed Consolidated Balance Sheet at June 30, 2014 was $376.8 million . The f air value of the long-term debt, determined using the quoted price technique based on Level 2 inputs including the yields of comparable companies with similar credit characteristics , was $376.3 million .

The Company has obligations, to be paid in cash, to the former owners of CyberCoders and Whitaker, if certain future financial goals are met. The fair value of this contingent consideration is determined using an expected present value technique. Expected cash flows are determined using the probability-weighted average of possible outcomes that would occur should certain financial metrics be reached. There is no market data available to use in valuing the contingent consideration, therefore, the Company developed its own assumptions related to the future financial performance of the businesses to evaluate the fair value of these liabilities. As such, the contingent consideration is classified within Level 3.

In connection with estimating the fair value of the contingent consideration, the Company develops various scenarios (base case, downside case, and upside case) and weights each according to the probability of occurrence. The probabilities range from 10.0 percent to 60.0 percent , with the most significant weighting given to the base case at 60.0 percent for Whitaker and 50.0 percent for CyberCoders. These scenarios are developed based on the expected financial performance of the acquired companies, with revenue growth rates being a primary input to the calculation. These revenue growth rates range from 2.0 percent to 15.0 percent for Whitaker, and from 9.6 percent to 25.0 percent for CyberCoders. An increase or decrease in the probability of achievement of any of these scenarios could result in a significant increase or decrease to the estimated fair value.

The fair value is reviewed on a quarterly basis based on the most recent financial performance of the most recent fiscal quarter. An analysis is performed at the end of each fiscal quarter to compare actual results to forecasted financial performance. If performance has deviated from projected levels, the valuation is updated for the latest information available.

The significant assumptions that may materially affect the fair value are developed in conjunction with the guidance of division management to ensure that the most accurate and latest financial projections are used and compared with the most recent financial results in the fair value measurement.

The liability for contingent consideration is established at the time of the acquisition and is evaluated quarterly. The liability is included in the Condensed Consolidated Balance Sheets in other current liabilities and other long-term liabilities. Fair value adjustments outside of the measurement period are included in the Condensed Consolidated Statements of Operations and Comprehensive Income in selling, general and administrative expenses.

The contingent consideration obligations measured at fair value on a recurring basis follow (in thousands):



	As of June 30, 2014
	Fair Value Measurements Using							Total
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
Contingent consideration	$	—	$	—	$	(7,860	)	$	(7,860	)

	As of December 31, 2013
	Fair Value Measurements Using							Total
	Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
	(Level 1)		(Level 2)		(Level 3)
Contingent consideration	$	—	$	—	$	(8,527	)	$	(8,527	)

Reconciliations of liabilities measured and carried at fair value on a recurring basis with the use of significant unobservable inputs (Level 3) are as follows (in thousands):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Contingent consideration
Balance at beginning of period	$	(7,860	)	$	(6,544	)	$	(8,527	)	$	(7,577	)
Payments on contingent consideration	—			3,425			691			3,425
Fair value adjustment	—			62			—			892
Foreign currency translation adjustment	—			(114		)	(24		)	89
Balance at end of period	$	(7,860	)	$	(3,171	)	$	(7,860	)	$	(3,171	)

Certain assets and liabilities, such as goodwill, 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). For the six months ended June 30, 2014 , no fair value adjustments were required for non-financial assets or liabilities.

7. Goodwill and Identifiable Intangible Assets . During the quarter ended March 31, 2014, the Company underwent a realignment resulting in a change in the Company's reportable segments. The goodwill related to the former Life Sciences segment has been allocated to the respective segments below based upon the relative fair value of each component of the former Life Sciences segment. All prior periods have been retrospectively restated to conform to the current presentation. See Note 12 Segment Reporting for further information. The changes in the carrying amount of goodwill for the year ended December 31, 2013 and the six months ended June 30, 2014 were as follows (in thousands):



	Apex		Oxford		Physician			Life Sciences Europe			Healthcare			Total
Balance as of December 31, 2012
Gross goodwill	$	289,712	$	150,619	$	51,561		$	3,753		$	122,230		$	617,875
Accumulated impairment	—		—		—			—			(121,717		)	(121,717		)
	289,712		150,619		51,561			3,753			513			496,158
Whitaker Acquisition (see Note 3)	—		—		7,452			—			—			7,452
CyberCoders Acquisition (see Note 3)	—		70,527		—			—			—			70,527
Divestiture - gross goodwill	—		—		—			—			(121,717		)	(121,717		)
Divestiture - accumulated impairment	—		—		—			—			121,717			121,717
Transfers	—		513		—			—			(513		)	—
Translation adjustment	—		—		—			811			—			811
Balance as of December 31, 2013
Gross goodwill	289,712		221,659		59,013			4,564			—			574,948
Accumulated impairment	—		—		—			—			—			—
	289,712		221,659		59,013			4,564			—			574,948
Acquisition accounting	—		257		(236		)	—			—			21
Translation adjustment	—		—		—			(18		)	—			(18		)
Balance as of June 30, 2014
Gross goodwill	289,712		221,916		58,777			4,546			—			574,951
Accumulated impairment	—		—		—			—			—			—
	$	289,712	$	221,916	$	58,777		$	4,546		$	—		$	574,951

As of the dates presented, the Company had the following acquired intangible assets (in thousands):



		As of June 30, 2014						As of December 31, 2013
	Estimated Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Customer relations	3 months – 10 years	$	109,999	$	49,682	$	60,317	$	110,007	$	41,564	$	68,443
Contractor relations	2 - 7 years	43,595		33,074		10,521		43,598		30,737		12,861
Non-compete agreements	2 - 7 years	3,860		1,716		2,144		3,863		1,424		2,439
In-use software	6 years	18,900		1,839		17,061		18,900		263		18,637
		176,354		86,311		90,043		176,368		73,988		102,380
Intangible assets not subject to amortization:
Trademarks		186,061		—		186,061		186,075		—		186,075
Goodwill		574,951		—		574,951		574,948		—		574,948
Total		$	937,366	$	86,311	$	851,055	$	937,391	$	73,988	$	863,403

Amortization expense for intangible assets with finite lives was $6.2 million and $5.3 million for the three months ended June 30, 2014 and 2013 , respectively. Amortization expense for intangible assets with finite lives was $12.3 million and $10.7 million for the six months ended June 30, 2014 and 2013 , respectively. Estimated amortization for the remainder of this fiscal year, each of the next four fiscal years and thereafter follows (in thousands):



2014	$	12,184
2015	21,323
2016	17,718
2017	12,886
2018	10,305
Thereafter	15,627
	$	90,043

Goodwill and other intangible assets having an indefinite useful life are not amortized for financial statement purposes. Goodwill and intangible assets with indefinite lives are reviewed for impairment on an annual basis on October 31 and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. There w ere no triggerin g events that required an interim impairment analysis during the current period.

8. Incentive Award Plan and Employee Stock Purchase Plan . On January 2, 2014, the Chief Executive Officer (the "CEO") was awarded 23,255 performance-based restricted stock units ("RSUs") with a grant date fair market value of $0.8 million , which will vest on January 4, 2015, contingent upon the Company achieving certain financial performance objectives based on Adjusted EBITDA (earnings before interest, taxes, depreciation, and amortization of identifiable intangible assets, but excluding gains, losses or expenses associated with unusual items such as equity-based compensation expense, impairment charges and acquisition, integration and strategic planning expenses) during 2014. On March 26, 2014 , the CEO was awarded 91,569 performance-based RSUs with a grant date fair market value of $3.3 million , which will vest in three equal annual increments on January 4, 2015, January 4, 2016 and January 4, 2017, conting ent upon the Company achieving certain financial performance objectives based on Adjusted EBITDA during 2014. On March 26, 2014 , the CEO was awarded a performance-based award which had a grant date fair market value of $0.5 million , which will vest on January 2, 2015, contingent upon the Company meeting certain financial performance objectives during 2014. The Company classifies this award as a liability award until the number of shares is determined on the settlement date, by dividing $0.5 million by the closing price of the Company’s stock on the settlement date. The gra nt date fair market value of the RSUs described in this paragraph is expensed over the vesting term, based on an estimate of the percentage achievement of the applicable performance targets. All awards are subject to the CEO’s continued employment through applicable vesting dates. All awards may vest on an accelerated basis in part or in full upon the occurrence of certain events.

On March 26, 2014, the Company granted 60,244 performance-based RSU grants to certain Apex employees with an aggregate grant date fair value of $2.2 million , which vest, if the performance objective is attained, in 12 equal installments beginning on April 1, 2015 and quarterly thereafter, subject to continued employment through each vesting date. Compensation expense for the performance-based component of these awards is recognized over the vesting period, based on an estimate of the percentage achievement of the targets for these awards.

On March 26, 2014, May 15, 2014 and June 16, 2014, the Company granted 27,141 , 16,596 and 976 performance-based RSUs, respectively, to certain other executive officers with an aggregate grant date fair value of $1.0 million , $0.6 million and $35,000 , respectively. The March 26, 2014 grants will vest on January 2, 2015, and the May 15, 2014 and June 16, 2014 grants will vest on May 15, 2015, subject to continued employment and the Company attaining certain performance objectives during 2014, as approved by the Compensation Committee. Compensation expense for the performance-based component of these awards is recognized over the vesting period, based on an estimate of the percentage achievement of the targets for these awards.

On March 31, 2014, the Company i ssued 90,837 shares of common stock under the On Assignment 2010 Employee Stock Purchase Plan (the "ESPP").

Compensation expense related to stock-based compensation, including the ESPP, was $4.1 million and $3.5 million for the three months ended June 30, 2014 and 2013 , respectively. Compensation expense related to stock-based compensation, including the ESPP, w as $7.3 million and $6.0 million for the six months ended June 30, 2014 and 2013 , respectively. Stock-based compensation is included in the Condensed Consolidated Statements of Operations and Comprehensive Income in selling, general and administrative expenses.

9. Commitments and Contingencies . The Company carries large retention policies for its workers’ compensation liability and its medical malpractice exposures. The workers' compensation and medical malpractice 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. 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, 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 and medical malpractice loss reserves were approximately $12.1 million and $11.6 million , net of anticipated insurance and indemnification recoveries of $20.6 million and $21.2 million , at June 30, 2014 and December 31, 2013, respectively. Included in these amounts is one claim related to our discontinued operations for $10.8 million and $11.1 million , as of June 30, 2014 and December 31, 2013, respectively. This claim is above the Company’s retention amount and will be recovered from the insurance company.

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 June 30, 2014 and December 31, 2013 were $2.9 million and $2.7 million , respectively.

The Company is subject to contingent consideration agreements entered into in connection with certain of its acquisitions. If the acquired businesses meet predetermined targets, the Company is obligated to make additional cash payments in accordance with the terms of such contingent consideration agreements. As of June 30, 2014 , the Company has potential future contingent consideration of $16.0 million through 2015.

The Company has entered into various non-cancelable operating leases, primarily related to its facilities and certain office equipment used in the ordinary course of business. The Company leases two properties owned by related parties.

At June 30, 2014 and December 31, 2013 , the Company has an income tax reserve in other long-term liabilities related to uncertain tax positions of $1.6 million . The Company is 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.

The Company is involved in various legal proceedings, claims and litigation arising in the ordinary course of business. Based on the facts currently available, 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.

10. Earnings per share. Basic earnings per share are computed based upon the weighted average number of common shares outstanding. Diluted earnings per share are computed based upon the weighted average number of common shares outstanding and dilutive common share equivalents (consisting of stock options, restricted stock units and employee stock purchase plan shares) 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):



	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2014	2013	2014	2013
Weighted average number of common shares outstanding used to compute basic earnings per share	54,372	53,378	54,239	53,213
Dilutive effect of stock-based awards	801	949	859	1,009
Number of shares used to compute diluted earnings per share	55,173	54,327	55,098	54,222

There were 182,000 and 107,000 weighted average share equivalents outstanding during the three and six months ended June 30, 2013, respectively, that were excluded from the computation of diluted earnings per share that were anti-dilutive when applying the treasury

stock method. There were no significant share equivalents outstanding during the three and six months ended June 30, 2014 that became anti-dilutive when applying the treasury stock method.

11 . Income Taxes. For interim reporting periods, the Company prepares an estimate of the full-year income and the related income tax expense for each jurisdiction in which the Company operates. Changes in the geographical mix, permanent differences or estimated level of annual pretax income can impact the Company’s actual effective rate.

12. Segment Reporting. The Company has four reportable segments: Apex, Oxford, Physician, and Life Sciences Europe. During the quarter ended March 31, 2014, the Company underwent a realignment of the former Life Sciences segment. As a result of this realignment, Lab Support U.S. is now included in the Apex segment; Valesta U.S. is now included in the Oxford segment; and the Life Sciences Europe segment includes Lab Support Europe, Valesta Europe, and Sharpstream. During 2013, the Company sold its Nurse Travel and Allied Healthcare divisions. See Note 4 Discontinued Operations for further information. The realignment and divestitures resulted in changes to the internal reporting package reviewed by the Chief Operating Decision Maker ("CODM"), and the Healthcare segment no longer exists. Health Information Management, formerly included in the Healthcare Segment, is included in the Oxford Segment and unallocated corporate expenses are separately disclosed in order to align with the revised internal reporting package reviewed by the CODM. All prior periods have been retrospectively restated to conform to the current presentation.

The Company’s management evaluates the performance of each segment primarily based on revenues, gross profit, and operating income. The information in the following table 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):



	Three Months Ended June 30, 2014
	Apex		Oxford		Physician		Life Sciences Europe		Corporate			Total
Revenues	$	297,893	$	126,004	$	33,657	$	11,064	$	—		$	468,618
Gross profit	84,677		53,611		10,298		4,141		—			152,727
Operating income	31,708		17,828		2,455		1,028		(14,371		)	38,648
Amortization	4,089		1,362		634		71		—			6,156



	Three Months Ended June 30, 2013
	Apex		Oxford		Physician		Life Sciences Europe		Corporate			Total
Revenues	$	262,347	$	109,153	$	26,466	$	9,898	$	—		$	407,864
Gross profit	72,912		37,122		7,640		3,658		—			121,332
Operating income	24,637		15,944		2,213		448		(11,467		)	31,775
Amortization	4,881		96		176		102		20			5,275



	Six Months Ended June 30, 2014
	Apex		Oxford		Physician		Life Sciences Europe		Corporate			Total
Revenues	$	576,301	$	243,504	$	65,448	$	22,639	$	—		$	907,892
Gross profit	160,183		102,637		19,136		8,359		—			290,315
Operating income	54,492		32,112		3,714		2,227		(26,615		)	65,930
Amortization	8,178		2,732		1,268		142		8			12,328



	Six Months Ended June 30, 2013
	Apex		Oxford		Physician		Life Sciences Europe		Corporate			Total
Revenues	$	502,112	$	211,841	$	52,768	$	20,187	$	—		$	786,908
Gross profit	136,893		71,937		15,123		7,490		—			231,443
Operating income	41,866		29,610		4,639		981		(22,466		)	54,630
Amortization	9,762		203		352		262		75			10,654

The Company operates internationally, with operations mainly in the United States, Europe, Canada, Australia and New Zealand. The following table presents domestic and foreign revenues (in thousands):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
Revenues:
Domestic	$	448,296	$	388,744	$	866,960	$	747,393
Foreign	20,322		19,120		40,932		39,515
	$	468,618	$	407,864	$	907,892	$	786,908

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

The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” and similar expressions are intended to identify 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 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) the general political and economic environment; (3) our ability to attract, train and retain qualified staffing consultants; (4) our ability to remain competitive in obtaining and retaining temporary staffing clients; (5) the availability of qualified contract professionals; (6) our ability to manage our growth efficiently and effectively; (7) continued performance of our enterprise-wide information systems; (8) our ability to manage our medical malpractice and other potential or actual litigation matters; (9) the successful integration of our recently acquired subsidiaries; (10) the successful implementation of our five-year strategic plan and (11) other risks detailed from time to time in our reports filed with the Securities and Exchange Commission (the "SEC"), including in our 2013 10-K under the section “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 Quarterly Report on Form 10-Q, and we assume no obligation to update any forward-looking statement or the reasons why our actual results may differ.

OVERVIEW

On Assignment, Inc. is a leading global provider of in-demand, skilled professionals in the growing technology, healthcare, and life sciences sectors. We provide clients with short-term and long-term placement of contract, contract-to-hire, and direct hire professionals.

Our Apex segment serves clients’ needs for high-volume IT and scientific staffing and includes our Apex Systems and Lab Support divisions in the United States. Apex Systems provides mission-critical daily IT operation professionals for contract and contract-to-hire positions to Fortune 1000 and mid-market clients, and offers recruitment solutions for other professional skills and workforce needs. Lab Support provides locally-based contract scientific professionals to clients in the biotechnology, pharmaceutical, food and beverage, medical device, personal care, chemical, automotive, educational and environmental industries.

Our Oxford segment specializes in delivering high-end professionals for contract and direct hire positions, and includes our Oxford Global Resources and CyberCoders divisions. Oxford Global Resources proactively recruits and delivers seasoned IT, engineering, regulatory and compliance, health information management, and clinical research professionals for consulting assignments across North America and Europe. It includes our Oxford International, Oxford Healthcare IT, On Assignment Health Information Management, and Valesta U.S. brands. CyberCoders recruits professionals predominately for permanent placements in engineering, technology, sales, executive, financial, accounting, scientific, legal and operational positions across all industries throughout the United States.

Our Physician segment provides short-term and long-term physician staffing (locum tenens) services and full-service physician search and consulting services, primarily in the United States, with some locum tenens placements in Australia and New Zealand. We work with physicians in a wide range of specialties, placing them in hospitals, community-based practices and federal, state and local facilities. Our Physician segment includes our Vista Staffing Solutions brand.

Our Life Sciences Europe segment includes the Lab Support, Valesta, and Sharpstream brands in Europe.

Seasonality

Demand for our staffing services historically has been lower during the first and fourth quarters due to fewer business days resulting from client shutdowns, adverse weather conditions and a decline in the number of contract professionals willing to work during the holidays. Demand for our staffing services usually increases in the second and third quarters of the year. In addition, our cost of services typically increases in the first quarter primarily due to the reset of payroll taxes.

RESULTS OF OPERATIONS

CHANGES IN RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014 COMPARED WITH THE THREE MONTHS ENDED JUNE 30, 2013

Revenues by Segment (dollars in thousands):



	Three Months Ended				Change
	June 30,				Change
	2014		2013		$		%
Apex	$	297,893	$	262,347	$	35,546	13.5	%
Oxford	126,004		109,153		16,851		15.4	%
Physician	33,657		26,466		7,191		27.2	%
Life Sciences Europe	11,064		9,898		1,166		11.8	%
	$	468,618	$	407,864	$	60,754	14.9	%

Revenues were $468.6 million , up 14.9 percent year-over-year on a reported basis, and 8.6 percent on a pro forma basis. (Pro forma assumes the acquisitions of Whitaker and CyberCoders occurred at the beginning of 2012.) The increase in revenues is due to year-over-year organic growth of 8.3 percent and the acquisitions of Whitaker and CyberCoders, which contributed $26.9 million of revenues in the quarter. Direct hire and conversion fee revenues for the quarter were $22.7 million, or 4.9 percent of total revenues, up from $6.2 million, or 1.5 percent of revenues in the second quarter of 2013. The increase is primarily related to CyberCoders, which accounted for $16.0 million of direct hire and conversion fee revenues for the quarter.

Apex, our largest segment, reported revenues for the quarter of $297.9 million , or 63.6 percent of total revenues. Revenues from Apex were up 13.5 percent year-over-year, reflecting a 12.3 percent increase in the average number of contract professionals on assignment.

Oxford reported revenues of $126.0 million , up 15.4 percent year-over-year on a reported basis and up 40 basis points on a pro forma basis. Revenues for the quarter included $19.9 million in revenues from CyberCoders, which was acquired in December 2013. Excluding the contribution from CyberCoders, revenues were down approximately 2.8 percent year-over-year primarily due to the completion of a large project in 2013, which accounted for $5.8 million in the second quarter of 2013.

Physician reported revenues of $33.7 million , up 27.2 percent year-over-year, due to the inclusion of Whitaker, which accounted for $7.0 million of the Physician segment’s revenues in the quarter, partially offset by a decrease in average bill rate of 5.6 percent compared to the prior year period. Excluding the contribution from Whitaker, revenues were up 0.8 percent year-over-year.

Life Sciences Europe reported revenues of $11.1 million , up 11.8 percent year-over-year, due to an 8.2 percent increase in the average number of contract professionals. The growth relates to an improved operating environment across all core industries and new project awards within targeted accounts, with biotechnology and pharmaceuticals leading demand for contract and direct hire services in Europe.

Gross Profit and Gross Margin by Segment (dollars in thousands):



	Three Months Ended
	June 30,
	2014				2013
	Gross Profit		Gross Margin		Gross Profit		Gross Margin
Apex	$	84,677	28.4	%	$	72,912	27.8	%
Oxford	53,611		42.5	%	37,122		34.0	%
Physician	10,298		30.6	%	7,640		28.9	%
Life Sciences Europe	4,141		37.4	%	3,658		37.0	%
	$	152,727	32.6	%	$	121,332	29.7	%

Gross profit was $152.7 million , up 25.9 percent , as a result of the increase in revenues and expansion in gross margin. Gross margin for the quarter was 32.6 percent , up approximately 290 basis points year-over-year. The increase in gross margin was primarily due to the higher mix of direct hire and conversion fee revenues (4.9 percent of revenues for the current quarter compared with 1.5 percent for the second quarter of 2013) and higher contract gross margins in each segment. The improvement in mix of direct hire and conversion fee revenues is due to $16.0 million in contribution from CyberCoders, which was acquired in December 2013.

Apex's gross profit was $84.7 million , up 16.1 percent , as a result of the year-over-year increase in revenues and expansion in its gross margin. Gross margin for the quarter was 28.4 percent , up approximately 60 basis points year-over-year. The expansion in gross margin was due to a 3.6 percent increase in bill/pay spread and a slightly higher mix of permanent placement revenues.

Oxford's gross profit was $53.6 million , up 44.4 percent on a reported basis, as a result of growth in revenues and expansion in gross margin primarily due to a higher mix of direct hire and conversion fee revenues. Oxford's gross margin for the quarter was 42.5 percent , up from 34.0 percent in the same period of 2013. The year-over-year increase in revenues and the higher mix of direct hire and conversion fee revenues are related to the inclusion of CyberCoders.

Physician's gross profit was $10.3 million , up 34.8 percent primarily due to revenues from Whitaker, which was acquired in December 2013 and expansion in gross margin. The expansion in gross margin reflected a $0.6 million reduction in the medical malpractice reserve during the quarter.

Life Sciences Europe's gross profit was $4.1 million , up 13.2 percent , as a result of the 11.8 percent increase in revenues. Gross margin for the quarter was 37.4%, up approximately 40 basis points year-over-year.

Selling, General and Administrative Expenses

For the quarter ended June 30, 2014 , selling, general and administrative ("SG&A") expenses were $107.9 million ( 23.0 percent of revenues), up from $84.3 million ( 20.7 percent of revenues) for the same period of 2013 . The increase in the SG&A expense margin was due to the inclusion of CyberCoders, which has higher gross margin and expense margin than our other business units. SG&A expenses for the quarter also included acquisition, integration and strategic planning expenses of $2.1 million. Most of these expenses related to severance of management personnel terminated during the quarter, whose positions were eliminated in connection with the realignment of our segments.

Amortization of Intangible Assets

Amortization of intangible assets for the quarter was $6.2 million , compared with $5.3 million in the same period of 2013 . The increase related to amortization from the businesses acquired in December 2013.

Interest Expense, Net

Interest expense (net of interest income) for the quarter was $3.1 million , compared with $4.1 million in the same period of 2013 . Interest expense for the quarter was comprised of interest on the credit facility of $2.8 million and amortization of capitalized loan costs of $0.3 million. The decrease in interest expense related to lower interest rates under the credit facility as a result of refinancings in May 2013 and February 2014.

Write-Off of Loan Costs

Write-off of loan costs was $15.0 million for the quarter ended June 30, 2013 and related to the refinancing of our credit facility in May 2013. The refinancing in May 2013 was treated as an early extinguishment of debt resulting in a full write-off of the unamortized loan costs associated with the previous facility.

Provision for Income Taxes

The provision for income taxes was $14.8 million for the quarter, compared with $5.5 million for the same period in 2013 . The effective tax rate for the quarter was 41.8 percent , compared with 43.1 percent for the same period in 2013 . This lower effective tax rate was due to higher pre-tax income with a lower mix of non-deductible expenses.

Discontinued Operations

We sold our Nurse Travel division in February 2013 for $33.7 million and our Allied Healthcare division in December 2013 for $28.7 million. These units formerly comprised the majority of our Healthcare segment. As a result of these sales, operating results and the gain on sale of these divisions, net of income tax, are presented as discontinued operations in our Condensed Consolidated Statements of Operations and Comprehensive Income for all periods presented. Income from discontinued operations, net of income taxes, was $90,000 for the quarter ended June 30, 2014 , compared with $96,000 in the same period of 2013 .

CHANGES IN RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014 COMPARED WITH THE SIX MONTHS ENDED JUNE 30, 2013

Revenues by Segment (dollars in thousands):




	Six Months Ended				Change
	June 30,				Change
	2014		2013		$		%
Apex	$	576,301	$	502,112	$	74,189	14.8	%
Oxford	243,504		211,841		31,663		14.9	%
Physician	65,448		52,768		12,680		24.0	%
Life Sciences Europe	22,639		20,187		2,452		12.1	%
	$	907,892	$	786,908	$	120,984	15.4	%

Revenues were $907.9 million , up 15.4 percent year-over-year on a reported basis, and 9.2 percent on a pro forma basis. The increase in revenues is due to year-over-year organic growth of 8.8 percent and the acquisitions of Whitaker and CyberCoders, which contributed $51.6 million of revenues for the six months ended June 30, 2014. Direct hire and conversion fee revenues for the six months ended June 30, 2014, were $43.0 million, or 4.7 percent of total revenues, up from $13.4 million, or 1.7 percent of revenues for the prior year period. The increase is primarily related to CyberCoders, which accounted for $29.3 million of direct hire and conversion fee revenues for the period.

Apex, our largest segment, reported revenues for the six months ended June 30, 2014 of $576.3 million , or 63.5 percent of total revenues. Revenues from Apex were up 14.8 percent year-over-year, reflecting a 13.1 percent increase in the average number of contract professionals on assignment.

Oxford reported revenues of $243.5 million , up 14.9 percent year-over-year on a reported basis and up 20 basis points on a pro forma basis. Revenues for the period included $37.3 million in revenues from CyberCoders, which was acquired in December 2013. Excluding the contribution from CyberCoders, revenues were down approximately 2.7 percent year-over-year primarily due to the completion of a large project in 2013, which accounted for $11.3 million for the six months ended June 30, 2013.

Physician reported revenues of $65.4 million , up 24.0 percent , due to the inclusion of Whitaker, which accounted for $14.3 million of the Physician segment’s revenues in the first half of 2014, partially offset by a decrease in average bill rate of 6.2 percent compared to the prior year period. Excluding the contribution from Whitaker, revenues were down 3.0 percent year-over-year.

Life Sciences Europe reported revenues of $22.6 million , up 12.1 percent , due to a 10.0 percent increase in the average number of contract professionals in the first half of 2014. The growth relates to an improved operating environment across all core industries and new project awards within targeted accounts, with biotechnology and pharmaceuticals leading demand for contract and direct hire services in Europe.

Gross Profit and Gross Margin by Segment (dollars in thousands):




	Six Months Ended
	June 30,
	2014				2013
	Gross Profit		Gross Margin		Gross Profit		Gross Margin
Apex	$	160,183	27.8	%	$	136,893	27.3	%
Oxford	102,637		42.2	%	71,937		34.0	%
Physician	19,136		29.2	%	15,123		28.7	%
Life Sciences Europe	8,359		36.9	%	7,490		37.1	%
	$	290,315	32.0	%	$	231,443	29.4	%

Gross profit for the six months ended June 30, 2014 was $290.3 million , up 25.4 percent , over the prior year period as a result of the increase in revenues and expansion in gross margin. Gross margin was 32.0 percent , up approximately 260 basis points year-over-year. The increase in gross margin was primarily due to the higher mix of direct hire and conversion fee revenues (4.7 percent of revenues up from 1.7 percent year-over-year) and higher contract gross margins in each segment. The improvement in mix of direct hire and conversion fee revenues is due to $29.3 million in contribution from CyberCoders, which was acquired in December 2013.

Apex's gross profit was $160.2 million , up 17.0 percent , as a result of the year-over-year increase in revenues and expansion in its gross margin. Gross margin for the six months ended June 30, 2014 was 27.8 percent , up approximately 50 basis points year-over-year. The expansion in gross margin is due to a 2.6 percent increase in bill/pay spread and a slightly higher mix of permanent placement revenues.

Oxford's gross profit was $102.6 million , up 42.7 percent on a reported basis, as a result of growth in revenues and expansion in gross margin primarily due to a higher mix of direct hire and conversion fee revenues. Oxford's gross margin for the six months ended June 30, 2014 was 42.2 percent , up from 34.0 percent year-over-year. The year-over-year increase in revenues and the higher mix of direct hire and conversion fee revenues are related to the inclusion of CyberCoders.

Physician's gross profit was $19.1 million , up 26.5 percent primarily due to revenues from Whitaker, which was acquired in December 2013, and expansion in gross margin. The expansion in gross margin reflected a $0.6 million reduction in the medical malpractice reserve during the period.

Life Sciences Europe's gross profit was $8.4 million , up 11.6 percent , as a result of the 12.1 percent increase in revenues. Gross margin for the period was 36.9 percent , comparable to the 37.1 percent in the prior year period.

Selling, General and Administrative Expenses

For the six months ended June 30, 2014 , SG&A expenses were $212.1 million ( 23.4 percent of revenues), up from $166.2 million ( 21.1 percent of revenues) for the same period of 2013 . The increase in the SG&A expense margin was due to the inclusion of CyberCoders, which has higher gross margin and expense margin than our other business units. SG&A expenses for the period also included acquisition, integration and strategic planning expenses of $2.9 million. Most of these expenses related to severance of management personnel terminated during the quarter, whose positions were eliminated in connection with the realignment of our segments.

Amortization of Intangible Assets

Amortization of intangible assets for the six months ended June 30, 2014 was $12.3 million , compared with $10.7 million in the same period of 2013 . The increase related to amortization from the businesses acquired in December 2013.

Interest Expense, Net

Interest expense (net of interest income) for the six months ended June 30, 2014 was $6.4 million , compared with $9.2 million in the same period of 2013 . Interest expense in the current six month period was comprised of interest on the credit facility of $5.8 million and amortization of capitalized loan costs of $0.6 million. The decrease in interest expense related to lower interest rates under the credit facility as a result of refinancings in May 2013 and February 2014.

In February 2014, we amended our credit facility resulting in an increase in borrowings under our term A loan facility of $82.5 million to $175.0 million and a pay down on the term B loan facility by the same amount. This amendment is estimated to have an annual interest expense savings of approximately $1.0 million.

Write-Off of Loan Costs

Write-off of loan costs was $15.0 million for the six months ended June 30, 2013 related to the refinancing of our credit facility in May 2013. The refinancing in May 2013 was treated as an early extinguishment of debt resulting in a full write-off of the loan costs associated with the previous facility.

Provision for Income Taxes

The provision for income taxes was $24.8 million for the six months ended June 30, 2014, compared with $13.0 million for the same period in 2013 . The effective tax rate for the current six month period was 41.6 percent , compared with 42.7 percent for the same period in 2013 . This lower effective tax rate was due to higher pre-tax income with a lower mix of non-deductible expenses.

Discontinued Operations

We sold our Nurse Travel division in February 2013 for $33.7 million and our Allied Healthcare division in December 2013 for $28.7 million. These units formerly comprised the majority of our Healthcare segment. As a result of these sales, operating results and the gain on sale of these divisions, net of income tax, are presented as discontinued operations in our Condensed Consolidated Statements of Operations and Comprehensive Income for all periods presented. Income (loss) from discontinued operations, net of income taxes, was $(41,000) for the six months ended June 30, 2014 , compared with $81,000 in the same period of 2013 .

Liquidity and Capital Resources

Our working capital as of June 30, 2014 was $203.1 million and our cash and cash equivalents were $30.8 million , of which $9.3 million was held in foreign countries. Cash held in foreign countries is not available to fund domestic operations unless repatriated, which would require the accrual and payment of taxes. We do not intend to repatriate cash held in foreign countries. Our operating cash flows 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 consist primarily of the financing of accounts receivable, payroll expenses and debt service payments on our credit facilities. We believe that our working capital as of June 30, 2014 , availability under our revolving credit facility and expected operating cash flows will be sufficient to meet our future debt obligations, working capital requirements and capital expenditures for the next 12 months.

Net cash provided by operating activities was $25.0 million for the six months ended June 30, 2014, compared with $30.3 million for the same period in 2013. The decrease of $5.3 million was primarily due to a $10.4 million tax payment made in the current six month period related to the gain on the sale of our Allied Healthcare division and a decrease in cash flow provided by net operating assets, primarily from changes in accounts receivable and accrued payroll and contract professional pay. These decreases in cash flow were partially offset by higher cash flow provided by net income (as adjusted for non-cash items such as amortization, depreciation, stock-based compensation, provision for workers’ compensation and medical malpractice, write-down of deferred loan costs, and gain on sale of discontinued operations) in the current six month period as compared to the same period in 2013.

Net cash used in investing activities was $9.2 million for the six months ended June 30, 2014, compared with $22.7 million provided by investing activities for the same period in 2013. The year-over-year change was primarily due to $31.9 million net proceeds included in 2013 related to the sale of our Nurse Travel division. We estimate that capital expenditures for the full year 2014 will be approximately $19.7 million.

Net cash used in financing activities was $22.3 million for the six months ended June 30, 2014, compared with $66.3 million for the same period in 2013. The decrease was primarily due to higher net repayments under our credit facility in 2013 out of the proceeds from the sale of our Nurse Travel division.

Under terms of our credit facility, we will be required to make quarterly payments of $4.6 million on the term A loan facility. We are also required to make mandatory prepayments from excess cash flow and the proceeds of asset sales, debt issuances and specified other events. The maximum ratio of consolidated funded debt to consolidated EBITDA steps down from 3.75 to 1.00 as of June 30, 2014 to 3.25 to 1.00 as of June 30, 2015. As of June 30, 2014 , the leverage ratio was 1.98 to 1.00. Additionally, the credit facility, which is secured by substantially all of our assets, provides for certain limitations on our ability to, among other things, incur additional debt, offer loans, and declare dividends. As of June 30, 2014 , we had $93.6 million of borrowi ngs available under our revolving credit facility.

Our Board of Directors approved a $100.0 million share repurchase program on July 21, 2014. The authorization is in effect beginning on August 4, 2014 and continues for two years thereafter.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity ("ASU 2014-08"). ASU 2014-08 amends the definition of a discontinued operation and requires entities to provide additional disclosures for both discontinued operations and disposal transactions that do not meet the discontinued-operations criteria. It is effective for annual periods beginning on or after December 15, 2014. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09") . ASU 2014-09 improves comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and requires entities to provide additional disclosures. It is effective for annual reporting periods beginning after December 15, 2016. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-12, Compensation-Stock Compensation (Topic 718) Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period ("ASU 2014-12") . ASU 2014-12 requires that a performance target that affects vesting, and which could be achieved after the requisite service period, be treated as a performance condition. It is effective for annual reporting periods beginning after December 15, 2015. We do not expect the adoption of this guidance to have a material effect on our consolidated financial statements.

Critical Accounting Policies

There have been no significant changes to our critical accounting policies and estimates during the six months ended June 30, 2014 compared with those disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2013 10-K.

Commitments

In connection with certain acquisitions, we are subject to contingent consideration agreements. If the acquired businesses meet predetermined targets, we are obligated to make additional cash payments in accordance with the terms of such contingent consideration agreements. As of June 30, 2014 , we have potential future contingent consideration of approximately $16.0 million through 2015.

Other than those described above, we have not entered into any significant commitments or contractual obligations that have not been previously disclosed in our 2013 10-K.

Item 3 - Quantitative and Qualitative Disclosures about Market Risk

With respect to our quantitative and qualitative disclosures about market risk, there h ave been no material changes to the information included in our 2013 10-K. We are exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with foreign currency fluctuations and changes in interest rates. We are exposed to foreign currency risk from the translation of foreign operations into U.S. dollars. 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. Our primary exposure to market risk is interest rate risk associated with our debt instruments. See the Notes to the Condensed Consolidated Financial Statements for further description of our debt instruments. Excluding the effect of our interest rate caps, a hypothetical 100 basis point change in interest rates on variable rate debt would have resulted in interest expense fluctuating approximately $3.8 million based on $376.8 million of debt outstanding for any 12 month period. We have not entered into any market risk sensitive instruments for trading purposes.

Item 4 - Controls and Procedures

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

There have been no changes in our internal control over financial reporting that occurred during the six months ended June 30, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1 – Legal Proceedings

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

Item 1A – Risk Factors

Information regarding risk factors affecting our business is discussed in our 2013 10-K.

Item 6 - Exhibits

INDEX TO EXHIBITS



Number		Footnote	Description
3.1		(1)	Amended and Restated Certificate of Incorporation of On Assignment, Inc., effective June 23, 2014
3.2		(1)	Amended and Restated Bylaws of On Assignment, Inc., effective June 23, 2014
10.1		*	On Assignment, Inc. 2010 Incentive Award Plan Form of Tranche A and B Award Notice and Agreement for Peter T. Dameris
10.2		*	On Assignment, Inc. 2010 Incentive Award Plan Form of Additional Performance Award Notice and Agreement for Peter T. Dameris
31.1		*	Certification of Peter T. Dameris, President and Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)
31.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)
32.1		*	Certification of Peter T. Dameris, President and Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2		*	Certification of Edward L. Pierce, Executive Vice President and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
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.
(1)	Incorporated by reference from an exhibit filed with the SEC on our Current Report on Form 8-K on June 25, 2014.

SIGNATURE

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



	ON ASSIGNMENT, INC.

Date: August 8, 2014	By:	/s/ Edward L. Pierce
		Edward L. Pierce
		Executive Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 10.1

On Assignment, Inc.

2010 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD GRANT NOTICE

On Assignment, Inc., a Delaware corporation, (the “ Company ”), pursuant to its 2010 Incentive 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 Grant Notice and the Restricted Stock Unit Award Agreement.



Participant:	Peter T. Dameris
Grant Date:
Grant Number:	________ (“ RSU Award ”)
Total Number of RSUs:
Vesting Schedule:	[Set forth performance goal and performance period.]
Termination:	If Participant experiences a Termination of Service prior to the applicable vesting date, all RSUs that have not become vested on or prior to the date of such Termination of Service (after taking into consideration any vesting that may occur in connection with such Termination of Service, if any), will thereupon be automatically forfeited by Participant without payment of any consideration therefor; provided , however , that if Participant experiences a Qualifying Termination (as defined in the Participant’s employment agreement), the RSUs shall remain outstanding and eligible to vest in accordance with Section 2.3(b) of the Restricted Stock Unit Award Agreement.

By his 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. If Participant is married and living in one of the following states: Alaska, Arizona, California, Idaho, Louisiana, Nevada, New Mexico, Texas, Washington or Wisconsin, his spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B .



On Assignment, Inc.:	PARTICIPANT:
By:	By:
Print Name:	Print Name:	Peter T. Dameris
Title:	Date:
Address:	Address:

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

ON ASSIGNMENT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Award Grant Notice (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. 2010 Incentive Award Plan, as amended from time to time (the “ Plan ”).

ARTICLE 1.

GENERAL

1.1 Defined Terms . Wherever the following terms are used in this Agreement they shall have the meanings specified below, unless the context clearly indicates otherwise. 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 13.2 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.

(a) “ Termination of Consultancy ” shall mean the time when the engagement of Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death, disability or retirement, but excluding: (i) terminations where there is a simultaneous employment or continuing employment of Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

(b) “ Termination of Directorship ” shall mean the time when Participant, if he or she is or becomes a Non-Employee Director, ceases to be a Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected, death or retirement. The Board, in its sole and absolute discretion, shall determine the effect of all matters and questions relating to Termination of Directorship with respect to a Non-Employee Director.

(c) “ Termination of Employment ” shall mean the time when the employee-employer relationship between Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, disability or retirement; but excluding: (i) terminations where there is a simultaneous reemployment or continuing employment of Participant by the Company or any Subsidiary, and (ii) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment.

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(d) “ Termination of Services ” shall mean Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

1.2 Incorporation 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

2.1 Grant of RSUs . In consideration of Participant’s past and/or continued employment with or service to the Company or a Subsidiary and for other good and valuable consideration, 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.

2.2 Company’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 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.

2.3 Vesting Schedule .

(a) Subject to Sections 2.3(b), 2.3(c) and 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, subject to Participant’s continued employment 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. Unless otherwise determined by the Administrator, partial employment or service, even if substantial, during any vesting period will not entitle Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a Termination of Services as provided in Section 2.5 hereof or under the Plan.

(b) Subject to Section 2.3(c) below, in the event that Participant incurs a Qualifying Termination (as defined in that certain Amended and Restated Senior Executive Agreement between the Company and Participant, dated December 13, 2012 (the “ Employment Agreement ”), then the RSUs shall remain outstanding and eligible to vest (without the requirement of continued employment beyond such termination) on a pro-rated basis on January 4, 20__, subject to the achievement of [performance target] during the [Performance Period], in a manner determined by multiplying (i) the number of RSUs that would be earned based on the achievement of [the performance target] during the [Performance Period] by (ii) a fraction, the numerator of which equals the number of days Participant was employed by the Company from January 1, 20__ through the date of termination, and the denominator of which equals 365.

(c) In addition, in the event that a Change of Control (as defined in that certain Amended and Restated Executive Change of Control Agreement, dated December 11, 2008, between the Company and Participant) occurs, the RSUs shall thereupon vest and become nonforfeitable in full (as though the applicable performance goal(s) was fully attained as of the date of the Change of Control).

2.4 Consideration 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

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whatsoever, with or without cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

2.5 Forfeiture, Termination and Cancellation upon Termination of Services . Notwithstanding any contrary provision of this Agreement, upon Participant’s Termination of Services 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; provided , however , that if Participant experiences a Qualifying Termination, all then-unvested RSUs shall remain outstanding and eligible to vest on January 4, 2015 in accordance with Section 2.3(b) above.

2.6 Payment 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 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 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;

(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.

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2.7 Conditions 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 issued Shares which have then been reacquired by the Company. 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.

2.8 Rights 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 13.2 of the Plan.

ARTICLE 3.

OTHER PROVISIONS

3.1 Administration . 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 and 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.

3.2 Grant 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

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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.

3.3 Binding 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.

3.4 Adjustments 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 13.2 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 13.2 of the Plan.

3.5 Notices . 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.

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

3.7 Governing 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.

3.8 Conformity 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.

3.9 Amendments, 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.

3.10 Successors 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.

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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.

3.12 Entire 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.

3.13 Section 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.

3.14 Limitation 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 Peter Dameris, have read and approve the foregoing On Assignment, Inc. Restricted Stock Unit Award 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

Exhibit 10.2

On Assignment, Inc.

2010 INCENTIVE AWARD PLAN

RESTRICTED STOCK UNIT AWARD NOTICE



Participant:	Peter T. Dameris
Grant Date:

Grant Number:	_______ 2014 Additional Performance Award (Tranche C), (the “APA Grant”)

Value:	$500,000.00 divided by the closing price of the Company’s common stock on the date of settlement of the APA Grant.
Terms:	[Set forth performance target and performance period.]
Termination:	The terms of your Amended and Restated Senior Executive Agreement, dated as of December 13, 2012 (the “Employment Agreement”), shall govern.

By his 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. If Participant is married, his spouse has signed the Consent of Spouse attached to this Grant Notice as Exhibit B .



On Assignment, Inc.:	PARTICIPANT:
By:	By:
Print Name:	Print Name:	Peter T. Dameris

EXHIBIT A

TO RESTRICTED STOCK UNIT AWARD GRANT NOTICE

ON ASSIGNMENT, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT

ARTICLE 1.

GENERAL

(a) “ Termination of Consultancy ” shall mean the time when the engagement of Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, by resignation, discharge, death, Disability or retirement, but excluding: (a) terminations where there is a simultaneous employment or continuing employment of Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous re-establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Consultancy, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Consultancy. Notwithstanding any other provision of the Plan, the Company or any Subsidiary has an absolute and unrestricted right to terminate a Consultant’s service at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise in writing.

(c) “ Termination of Employment ” shall mean the time when the employee-employer relationship between Participant and the Company or any Subsidiary is terminated for any reason, with or without cause, including, but not by way of limitation, a termination by resignation, discharge, death, Disability or retirement; but excluding: (a) terminations where there is a simultaneous reemployment or continuing employment of Participant by the Company or any Subsidiary, and (b) terminations where there is a simultaneous establishment of a consulting relationship or continuing consulting relationship between Participant and the Company or any Subsidiary. The Administrator, in its absolute discretion, shall determine the effect of all matters and questions relating to Termination of Employment, including, but not by way of limitation, the question of whether a particular leave of absence constitutes a Termination of Employment.

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(d) “ Termination of Services ” shall mean Participant’s Termination of Consultancy, Termination of Directorship or Termination of Employment, as applicable.

ARTICLE 2.

GRANT OF RESTRICTED STOCK UNITS

2.3 Company’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 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.

2.4 Vesting Schedule . Subject to the Employment Agreement and Section 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. Unless otherwise determined by the Administrator, partial employment or service, even if substantial, during any vesting period will not entitle Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a Termination of Services as provided in Section 2.5 hereof or under the Plan.

2.5 Consideration 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.

2.6 Forfeiture, Termination and Cancellation upon Termination of Services . Subject to the Employment Agreement, upon Participant’s Termination of Services 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.

2.7 Payment upon Vesting .

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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.

(i) Cash or check;

2.7 Conditions to Delivery of Stock . Subject to Section 2.6, the Shares deliverable hereunder, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. 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;

(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;

(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.

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3.1 Rights 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 13.2 of the Plan.

ARTICLE 3.

OTHER PROVISIONS

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

3.11 Limitations 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.

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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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EXHIBT B

TO RESTRICTED STOCK UNIT AWARD NOTICE

CONSENT OF SPOUSE

I, ____________________, spouse of ____________________, have read and approve the foregoing On Assignment, Inc. Restricted Stock Unit Award 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 prop-erty 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

Exhibit 31.1

CERTIFICATION PURSUANT TO RULES 13a-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 Quarterly Report on Form 10-Q for the period ended June 30, 2014 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 most recent 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: August 8, 2014

/s/ Peter T. Dameris

Peter T. Dameris

President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO RULES 13a-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 Quarterly Report on Form 10-Q for the period ended June 30, 2014 of On Assignment, Inc.;

(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: August 8, 2014

/s/ Edward L. Pierce
Edward L. Pierce
Executive Vice President and Chief Financial Officer

Exhibit 32.1

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

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

(a) the Quarterly Report on Form 10-Q of the Company for the period ended June 30, 2014 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: August 8, 2014	By:	/s/ Peter T. Dameris
		Peter T. Dameris
		President and Chief Executive Officer

Exhibit 32.2

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

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

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



Date: August 8, 2014	By:	/s/ Edward L. Pierce
		Edward L. Pierce
		Executive Vice President and Chief Financial Officer