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What changed in ASGN Inc's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of ASGN Inc's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+217 added−195 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-24)

Top changes in ASGN Inc's 2025 10-K

217 paragraphs added · 195 removed · 163 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe do so by providing our clients with qualified IT and creative marketing professionals who maintain a unique combination of skills, experience, and expertise to meet those needs. Our clients set rigorous requirements for talent, technological proficiency, and solutions capabilities, which have only increased as we’ve evolved our business to offer higher-end, higher-value IT consulting solutions.
Biggest changeOur clients set rigorous requirements for expertise, technological proficiency, and solutions capabilities. Their expectations have increased as we’ve evolved our business. To meet their requirements, we leverage a deep talent pool of professionals that has been expertly built over decades.
We support our internal employees in a number of ways including, but not limited to, the following initiatives: Engagement and Professional Development – Our team is the driving force behind our success, and continuing to support career development and advancement across our Company remains one of ASGN’s top organizational priorities.
We support our internal employees in a number of ways including, but not limited to, the following initiatives: Engagement and Professional Development – Our team is the driving force behind our success, and continuing to support career development and advancement across our Company remains one of our top organizational priorities.
With an industry focus that is supported by our solutions, our unique deployment model allows us to provide the right services at the right time. Our experienced engagement leaders and methodologies help our clients solve critical problems and create incremental value for their organizations.
With an industry focus that is supported by our solutions, our unique deployment model allows us to provide the right solutions at the right time. Our experienced engagement leaders and methodologies help our clients solve critical problems and create incremental value for their organizations.
We prioritize career growth through ongoing education, professional development, and comprehensive training. To supplement in-person and virtual training, ASGN maintains a mentorship program where mentors are provided opportunities to enhance their management and communication skills, while mentees are given the ability to foster relationships with experienced professionals who can support their career development.
We prioritize career growth through ongoing education, professional development, and comprehensive training. To supplement in-person and virtual training, we maintain a mentorship program where mentors are provided opportunities to enhance their management and communication skills, while mentees are given the ability to foster relationships with experienced professionals who can support their career development.
Performance Management & Retention – With regards to career development, we encourage our employees to seek opportunities that align with their long-term career goals. Communicating career interests and employee development is therefore at the heart of our performance management process.
Performance Management & Retention – With regard to career development, we encourage our employees to seek opportunities that align with their long-term career goals. Communicating career interests and employee development is at the heart of our performance management process.
Contracts range from approximately three to five years in length, providing longer-term revenue visibility and countercyclical support throughout market cycles. We have contract backlog of $3.1 billion as of December 31, 2024, which represents the estimated amount of future revenues to be recognized under awarded contracts including task orders and options.
Contracts range from approximately three to five years in length, providing longer-term revenue visibility and countercyclical support throughout market cycles. We have contract backlog of $2.9 billion as of December 31, 2025, which represents the estimated amount of future revenues to be recognized under awarded contracts including task orders and options.
Nevertheless, our larger total addressable market in IT consulting offers us a greater revenue and margin opportunity.
Nevertheless, the larger total addressable market in IT consulting offers us greater revenue and margin opportunity.
In addition, unlike our competitors in the traditional consulting space, for the majority of our IT consulting business we do not rely upon a bench to support us; rather, we use our extensive databases containing our deep labor pool of highly-skilled technical talent to provide and build teams that offer our clients a full suite of services tailored to their individual needs.
In addition, unlike our competitors, for the majority of our IT consulting business we do not rely upon a large bench to support us; rather, we use our extensive database of highly-skilled technical talent to provide and build teams that offer our clients a full suite of services tailored to their individual needs.
Our diverse talent pool strengthens our position as a leading IT consulting and professional services firm, and we aim to recruit exceptional leaders in their respective areas of expertise that support ASGN’s high-performance, innovative, and collaborative culture. In 2024, we employed approximately 3,200 internal employees, including sales directors, account managers, recruiters, and corporate office employees.
Our diverse talent pool strengthens our position as a leading IT consulting and professional services firm, and we aim to recruit exceptional leaders in their respective areas of expertise that support ASGN’s high-performance, innovative, and collaborative culture. In 2025, we employed approximat ely 2,800 int ernal employees, including sales directors, account managers, recruiters, and corporate office employees.
After achieving minimum service periods and/or hours worked, our professionals are offered access to medical and other voluntary benefit programs (e.g., dental, vision, disability) and the right to participate in our 401(k) retirement savings plan. Each professional’s employment relationship with us is terminable at will. In 2024, we employed approximately 21,300 billable professionals on a full-time-equivalent basis.
After achieving minimum service periods and/or hours worked, our professionals are offered access to medical and other voluntary benefit programs (e.g., dental, vision, disability) and the right to participate in our 401(k) retirement savings plan. Each professional’s employment relationship with us is terminable at will.
Our business model continues to evolve in line with client needs and expectations to focus on higher-end, high value IT consulting services and solutions capabilities that provide enhanced margin opportunities in key areas of technological advancement such as digital transformation, data analytics, AI/ML, process automation, and information security.
Our business model continues to evolve in line with client needs and expectations to focus on higher-end, higher-value IT solutions capabilities that provide enhanced margin opportunities in key areas of technological advancement, such as AI, data, cloud, cybersecurity, and other areas critical to digital transformation.
Candidates We recruit candidates with backgrounds in IT and creative digital marketing who seek contract or permanent work opportunities. When we place these candidates on projects with clients, they become our employees. Many of these professionals, and those we place via subcontractors, are paid hourly wage or contract rates based on their specific skills.
When we place these candidates on projects with clients, they become our employees. Many of these professionals, and those we place via subcontractors, are paid hourly wage or contract rates based on their specific skills.
Our total addressable market has significantly expanded as clients have actively pulled us into higher-value consulting work for the commercial and government end markets.
Our total addressable market is approximately $680 billion, which includes $490 billion in commercial IT consulting, $135 billion in government IT consulting, and $55 billion in professional staffing. Our total addressable market has significantly expanded as clients have actively pulled us into higher-value consulting work for the commercial and government end markets.
By employing a unique go-to-market strategy that leverages a single talent pool for both shorter-term assignments and long-term consulting contracts, our clients benefit from cost structure advantages, flexibility to address fluctuating demand in business, and access to greater expertise.
By employing a unique go-to-market strategy that leverages a single talent pool for both shorter-term and long-term contracts, our clients benefit from cost structure advantages, flexibility to address fluctuating demand in business, and access to greater expertise. We intend to continue to grow our diverse client base by focusing on large, stable enterprises that are quick adopters of new technologies.
Corporate support activities for this segment are based in Fairfax, Virginia, and there are 16 branch offices located across the United States. Industry and Market Dynamics ASGN is a leading provider of IT services and solutions to the commercial and government sectors.
Corporate support activities for this segment are based in Fairfax, Virginia, wi th offices located across the United States. Industry and Market Dynamics We are a leading provider of IT solutions to the commercial and government sectors. We help leading corporate enterprises and government organizations develop, implement, engineer, and operate critical IT and business solutions.
We provide workers’ compensation insurance, unemployment insurance, and professional liability insurance for our employees. For a further discussion of government regulation associated with our business, see Part I, Item 1A.
For a further discussion of government regulation associated with our business, see Part I, Item 1A.
Many people seeking contract employment through us may also be pursuing employment through other means. Therefore, the speed at which we assign prospective professionals, and the availability of attractive and appropriate projects, are important factors in our ability to fill open positions.
As many people seeking IT employment may be pursuing opportunities through other means, the speed at which we assign prospective professionals to our teams, and the availability of attractive and appropriate projects, are important factors in our ability to maintain a deep talent pool of leading IT professionals. We also differentiate our Company from a client perspective.
Corporate support activities for this segment are primarily based in Richmond, Virginia. We also have a network of 81 branch offices across the United States, and four branch offices across Canada and Europe. In addition, we have two near-shore delivery centers in Mexico, and we maintain a small delivery center in India.
Corporate support activities for this segment are primarily based in Richmond, Virginia, with offices across the United States, Canada, and Europe. In addition, we have two near-shore delivery centers in Mexico and maintain a growing delivery center in India. Consulting — Our business focus and growth strategy lies in providing our clients with higher value IT consulting services.
These solutions capabilities are geared towards IT modernization of the federal government as well as promote efficiency for our federal customer base. Our team of skilled experts tackles highly complex challenges for customers in the U.S. defense and intelligence agencies along with key federal civilian agencies, namely the Department of Homeland Security.
These solutions capabilities are geared towards IT modernization of the federal government as well as promoting efficiency and security for our federal customer base. Our team of skilled experts tackles highly complex challenges for customers in defense, intelligence, and national security. We maintain relationships with leading cloud, cybersecurity, and AI/ML providers and hold specialized certifications in these technologies.
For more detailed information on our workforce programs and initiatives, please visit the Sustainability section of our website: ASGN.com/Sustainability. Nothing on our website shall be deemed incorporated by reference into this 2024 10-K. Government Regulation We take reasonable steps to ensure that our billable professionals possess all current licenses and certifications required for each placement.
Nothing on our website shall be deemed incorporated by reference into this 2025 10-K. Government Regulation We take reasonable steps to ensure that our billable professionals possess all current licenses and certifications required. We provide workers’ compensation insurance, unemployment insurance, and professional liability insurance for our employees.
Item 1. Business Overview and History ASGN Incorporated ("ASGN," "we," or "us") is a leading provider of information technology (IT) services and solutions to the commercial and government sectors. We operate through two segments, Commercial and Federal Government, and across six industry verticals, which together promote balance, strength, and resiliency throughout economic cycles.
Item 1. Business Overview and History ASGN Incorporated ("ASGN," "our", "we," or "us") is a leading provider of information technology (IT) solutions to the commercial and government sectors.
Consulting contracts leverage the same talent pool as our assignment work but offer higher margin opportunities and increased revenue visibility. The average duration of commercial consulting projects is one year. Assignment — Our business heritage is in providing our clients with experienced IT and creative digital marketing billable professionals for temporary assignments and project engagements.
Assignment — Our business heritage is in providing our clients with experienced IT and creative digital marketing billable professionals for temporary assignments and project engagements.
Our billable professionals have knowledge and experience in specialized technical and creative digital marketing services that make them qualified to fill a given assignment or project.
Our billable professionals have knowledge and experience in specialized technical and creative digital marketing services that make them qualified to fill a given assignment or project. 2 Federal Government Segment Our Federal Government Segment (30 percent of 2025 consolidated revenues) delivers advanced solutions in data and AI, cybersecurity, software and engineering, and enterprise platforms to some of the world's leading agencies in the public and private sectors.
Revenues from contracts directly with several U.S. federal government agencies in which our Federal Government Segment is a prime contractor combined were 24 percent of consolidated revenues in 2024.
Revenues from contracts directly with several U.S. federal government agencies in which our Federal Government Segment is a prime contractor combined were 26 percent of consolidated revenues in 2025. ASGN was incorporated in 1992. Our principal office is located at 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060, and our telephone number is (888) 482-8068.
We position our teams to stay at the forefront of emerging trends in digitization and candidate sourcing, including GenAI technologies that assist teams in creating robust models around candidate search and match, to best position our businesses and continuously improve how we serve clients and candidates. 3 Competition We compete with other large publicly-held and privately-owned providers of human capital in the IT consulting and professional services segments on a local, regional, national, and international basis across the commercial and government end markets.
In 2025, we employed approximately 19,600 billable professionals on a full-time-equivalent basis. 3 Competition We compete with other large publicly-held and privately-owned providers of human capital in the IT consulting and professional services segments on a local, regional, national, and international basis across the commercial and government end markets.
In 2024, we achieved an 85 percent overall participation rate in our employee engagement survey. Health, Safety, and Well-bein g – Core to employee retention, we also remain focused on the health and well-being of each of our employees and consultants.
Health, Safety, and Well-bein g – Core to employee retention, we also remain focused on the health and well-being of each of our employees and consultants. Our employees enjoy competitive compensation and benefits packages, which include medical, dental, and vision plans; flexible spending accounts; and savings plans.
Consulting — Our business focus and growth strategy of today lies in providing our clients with higher value IT consulting services. A byproduct of our decades-long, trusted client relationships over the years, our customers have engaged us in longer-term consulting contracts.
A byproduct of our decades-long, trusted client relationships over the years, our customers have increasingly engaged us in higher-value consulting contracts. Consulting contracts leverage the same talent pool as our assignment work but offer higher margin opportunities and increased revenue visibility.
We intend to continue to grow our diverse client base by focusing on large, stable enterprises that are quick adopters of new technologies. We will invest in our organic growth while simultaneously look to execute acquisitions of IT consulting companies that provide us with new solution capabilities, industry expertise, or government contract awards.
We will continue to invest in our organic growth while simultaneously looking to execute strategic acquisitions of IT consulting companies that provide us with new solution capabilities, industry expertise, technology partnerships, or contract awards. Strategy Our strategy is to be a leading technology and digital engineering company, enabling organizations to adapt and innovate amid continual market change.
Our employees enjoy competitive compensation and benefits packages, which include medical, dental, and vision plans; flexible spending accounts; and savings plans. Guided by our Company-wide Employee Wellness and Workplace Health and Safety policies, we support our employees' emotional well-being and physical health with wellness programming and personal growth workshops.
Guided by our Company-wide Employee Wellness and Workplace Health and Safety policies, we support our employees' emotional well-being and physical health with wellness programming and personal growth workshops. For more detailed information on our workforce programs and initiatives, please visit the Sustainability section of our website: ASGN.com/Sustainability.
We are responsible for recruiting, verifying credentials upon request, hiring, administering pay and benefits, compliance, and training, as applicable. As we support clients across a diverse set of industry verticals, no client, other than the U.S. federal government, represented more than 10 percent of consolidated revenues in 2024.
This enables us to differentiate our Company in the marketplace, by quickly identifying and building tailored, just-in-time teams for our clients. We support clients across a diverse set of industries. No client, other than the U.S. federal government, represented more than 10 percent of consolidated revenues in 2025.
From a client perspective, the principal competitive factors in obtaining and retaining clients are properly assessing the clients’ specific job and project requirements, the appropriateness of the professionals assigned to the client, the price of services, and monitoring our clients’ satisfaction.
The principal competitive factors in obtaining and retaining clients are properly assessing the clients’ specific IT needs, followed by determining the right team of professionals at the right time to meet these needs.
We have built a sizable consulting platform, with 58 percent of our 2024 consolidated revenues in a combination of commercial and federal government IT consulting work. We have grown our IT consulting revenues both organically and through acquisitions, and our goal is to continue this top line growth while also enhancing our margins.
Over the last five years, we completed six acquisitions which align with our strategy to offer higher-end, higher-value IT consulting solutions and digital engineering capabilities. We have built a sizable consulting platform, with 62 percent of our 2025 consolidated revenues in a combination of commercial and federal government IT consulting work.
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From a revenue and margin perspective, ASGN has grown through a combination of organic growth and strategic acquisitions. Over the last five years, we completed nine "tuck-in" acquisitions.
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In November 2025, ASGN announced its intent to rebrand to Everforth, a new parent brand that will unify our six brands — Apex Systems, Creative Circle, CyberCoders, ECS, GlideFast, and TopBloc — under a single identity.
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Each of these acquisitions align with our strategy to expand our IT consulting services and solutions capabilities, offer higher-value technical solutions, and become a leading provider of these high-end services to the commercial and federal government markets. From a client perspective, ASGN has grown by effectively understanding our clients’ IT needs and supporting their long-term, strategic IT roadmaps.
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Everforth is a leading technology and digital engineering company with six core solution areas: (i) Cloud and Infrastructure, (ii) Data and AI, (iii) Software Development and Engineering, (iv) Customer Experience, (v) Cybersecurity, and (vi) Enterprise Platforms. Through proprietary assets, accelerators, and proven expertise, Everforth delivers measurable outcomes that help organizations adapt, innovate, and thrive.
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To meet these talent requirements, we leverage our deep talent pool that is carefully maintained in our extensive databases that have been expertly built over decades to quickly identify and pre-screen candidates, whether for a shorter-term assignment or longer-term consulting contract. This enables ASGN to differentiate itself in the marketplace by building tailored, just-in-time teams for our clients.
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Our Company operates through two segments, Commercial and Federal Government, and across six industries, which together promote balance, strength, and resiliency throughout economic cycles. The transition from ASGN to Everforth is slated for the first half of 2026. Our Company has grown through a combination of organic growth and strategic acquisitions.
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From a business advancement perspective, ASGN invests in six core areas, including leadership, recruitment of in-demand skillsets, training and skill development, technology partnerships, internal efficiency, and data management capabilities including artificial intelligence ("AI") and cybersecurity tools, and client AI roadmaps. ASGN was incorporated in 1992.
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Commercial Segment Our Commercial Segment (70 percent of 2025 consolidated revenues) provides IT solutions to Fortune 1000 and large mid-market clients across six harmonized solutions areas: (i) Cloud and Infrastructure, (ii) Data and AI, (iii) Software Development and Engineering, (iv) Customer Experience, (v) Cybersecurity, and (vi) Enterprise Platforms; and five industries: (i) Financial Services, (ii) Consumer and Industrial, (iii) Technology, Media and Telecom ("TMT"), (iv) Healthcare, and (v) Business and Government Services.
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Our principal office is located at 4400 Cox Road, Suite 110, Glen Allen, Virginia 23060, and our telephone number is (888) 482-8068. Commercial Segment Our Commercial Segment (70 percent of 2024 consolidated revenues) provides a broad spectrum of IT services and solutions to Fortune 1000 and large mid-market clients.
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Our business heritage is providing our clients with experienced IT and creative digital marketing professionals for project engagements. These roots as a premier IT staffing provider differentiate how we go to market. As aforementioned, by leveraging our deep talent pool, we can quickly build custom-fit teams for our clients incorporating the latest technology skillsets.
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Growth in this segment is being driven by digital transformation and innovation requirements, including, but not limited to, that of AI, workforce mobilization, and modern enterprise needs across five industry verticals: (i) Financial Services, (ii) Consumer and Industrial, (iii) Technology, Media, and Telecom ("TMT"), (iv) Healthcare, and (v) Business and Government Services.
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Building on our staffing foundation, we have cultivated enduring, trusted relationships with enterprise clients and established a significant presence within their organizations. Over the past six years, we have strategically refined our focus and broadened our service portfolio to encompass high-value, high-margin consulting solutions that enable us to effectively address the evolving and increasingly complex needs of our client base.
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Our robust commercial talent pool, which includes onshore, nearshore, and offshore professionals, can be deployed in short duration, solution-specific engagements, or on long-term consultative roles. Our roots in IT staffing offer a strong account base and foothold in our clients’ businesses, while our consulting offerings enable us to offer higher-end, high value solutions.
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Our subject matter experts deliver solutions that are tailored for specific industries and customer environments, meeting business challenges at greater speed and with more accuracy and precision than ever before.
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Our subject matter experts deliver solutions that are customer focused and value driven across a continuum of cloud, data and analytics, cyber/information security, artificial intelligence/machine learning ("AI/ML"), including generative AI (“GenAI”), and digital transformation to support our clients’ modern enterprise and digital needs.
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By harnessing proprietary assets and accelerators and leveraging our technology alliance partner ecosystem to co-sell, co-develop, and co-deliver our solutions capabilities, we are driving greater revenue opportunities and actively building our pipeline of new business. The Commercial Segment provides services under time-and-materials and fixed-price contracts.
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Our clients are looking to meet their business challenges at greater speed and with more accuracy and precision. We are therefore harnessing technologies, such as Microsoft’s Copilot, Azure OpenAI, ServiceNow and Salesforce to increase the efficiency of our own teams, while at the same time developing AI roadmaps for our clients that leverage new generative technologies.
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We have approxi mately 1,000 cybersecurity consultants, of which approximately 500 have security clearances, along with an additional 900 AI and data professionals with security clearances. We also hold over 1,400 certifications. The Federal Government Segment provides services under time-and-materials, cost reimbursable, and firm-fixed-price contracts.
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Assignment contracts may vary in length but typically range between three and six months in duration. 2 Federal Government Segment Our Federal Government Segment (30 percent of 2024 consolidated revenues), our sixth industry vertical, delivers advanced solutions in cloud and enterprise IT, cybersecurity, AI/ML, application, and digital transformation to some of the world's leading agencies in both the public and private sectors.
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We deliver measurable value by integrating top talent and advanced technology to address our clients’ most critical IT opportunities. We remain focused on high-value, scalable IT work and delivering future-ready solutions that accelerate time to value. By combining engineering, expertise, and speed, we transform client organizations, enabling them to seize opportunities, manage risks, and become adaptive enterprises.
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We maintain relationships with leading cloud, cybersecurity, and AI/ML providers and hold specialized certifications in these technologies.
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Our value proposition is based on four key areas: (i) Deep Industry Expertise, (ii) Assets and Accelerators, (iii) IT Partnerships and Alliances, and a (iv) Superior Delivery Model. Beginning with Industry Expertise, commercial technologies are adopted differently by every industry and every client environment.
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We have over 1,000 combined certifications, accreditations, and awards in AI/ML alone, and continue to invest in our traditional and generative AI skillsets through our Data and AI Center of Excellence, our hub for training and innovation that empowers federal agencies to harness the full potential of AI technology. The segment provides services under time-and-materials, cost reimbursable, and firm-fixed-price contracts.
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Maintaining in-depth knowledge of each client’s unique enterprise technology environment has enabled us to build trust and longstanding relationships that have expanded over decades. Our domain specialization is supercharged through proven code that accelerates deployment and implementation, reducing time to value for our client base. We are committed to continuous innovation.
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ASGN helps leading corporate enterprises and government organizations develop, implement, and operate critical IT and business solutions through its integrated offering of IT consulting and professional staffing. Our total addressable market is approximately $580 billion, which includes $410 billion in commercial IT consulting, $121 billion in government IT consulting, and $49 billion in professional staffing.
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Beyond developing proprietary assets and accelerators that enable efficient, strategic outcomes, we partner with leading technology companies to align with our evolving customer needs. These relationships are mutually beneficial, leading to deal flow, product development, and continued innovation. Strategic partnerships multiply our market access.
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Strategy ASGN's strategy is to be a leading provider of IT services and professional solutions to the commercial and federal government sectors. We are focused on high-value, scalable IT work for large commercial enterprise accounts and federal government customers.
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We partner with hyperscalers, such as AWS, Microsoft, and Google; enterprise platforms, including Salesforce, ServiceNow, and Workday; cybersecurity players, such as CrowdStrike, Elastic, SailPoint, and Trellix; and data & AI platforms, such as Databricks and Snowflake.
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To achieve this goal, our acquisition strategy specifically focuses on IT consulting companies that add new services, contracts, and technical capabilities that support our commercial and federal government customer needs and are in high demand by our customer base.
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The fourth part of our value proposition, our superior delivery model, provides quick access to a broad, specialized skills network, which exponentially powers the other three areas of our value proposition. Professional Experience We recruit candidates with backgrounds in IT and creative digital marketing who seek contract or permanent work opportunities.
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Our strategic innovation efforts and technology investments focus on putting the best productivity tools in the hands of our recruiters, our candidates, and our clients, so that it is seamless for clients and billable professionals to work with ASGN.
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The IT industry generally attracts individuals seeking opportunities to support companies on a contract basis, allowing them to work with the latest technologies across industries. We offer more opportunities for these professionals to get in front of Fortune 1000 companies and are therefore viewed as a better partner for their career objectives.
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From a talent perspective, we offer more opportunities for the billable professional and are viewed as a better partner for their career objectives. In addition, competitive factors that attract qualified candidates include salaries and benefits; availability and variety of opportunities; quality, duration and location of assignments; and responsiveness to requests for placement.
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In addition, our competitive salaries and benefits, availability and variety of opportunities, and quality, duration and location of engagements enable us to attract the highest caliber expertise.
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This information found on, or otherwise accessible through our website is not incorporated by reference to, nor does it form a part of this report or any other document that we file with the SEC.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAlthough we devote significant resources to maintain and regularly upgrade our information security technologies, and we have implemented security controls to help protect the security and privacy of our business information on-premise and in the cloud, our and third-party information technology systems’ confidentiality, integrity, and availability are subject to cybersecurity risks from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as potential security breaches through third-party service providers, employee negligence, fraud or misappropriation, business email compromise and cybersecurity threats, including denial of service attacks, viruses, ransomware, social engineering/phishing, other malicious software programs, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our or our service providers’ IT systems, products or services.
Biggest changeThese risks arise from a range of threat actors, including state‑sponsored groups, opportunistic hackers, and hacktivists, as well as from multiple attack vectors. Such threats may include security incidents involving third‑party service providers, employee negligence, fraud or misappropriation, business email compromise, and other cybersecurity events, including denial‑of‑service attacks, viruses, ransomware, social engineering or phishing schemes, and other malicious software.
Our growth could be adversely affected by many other factors, including future technology industry conditions, macroeconomic events such as inflation, recession, and interest rate increases, competition, and labor market trends or regulations.
Our growth could be adversely affected by many other factors, including future technology industry conditions, macroeconomic events such as inflation and recession, and interest rate increases, competition, and labor market trends or regulations.
As the employer of record of our billable professionals, we incur a risk of liability due to the actions of our billable professionals at client sites or with client information and systems, and to our billable professionals for various workplace events, including claims of physical injury, discrimination, harassment, or failure to protect confidential personal information.
As the employer of record of our billable professionals, we incur a risk of liability due to the actions of our professionals at client sites or with client information and systems, and to our professionals for various workplace events, including claims of physical injury, discrimination, harassment, or failure to protect confidential personal information.
These provisions include the following: • Our Board has the right to elect directors to fill a vacancy in the Board upon the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board until the next applicable annual meeting of stockholders. 12 • Stockholders must provide advance notice to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting.
These provisions include the following: • Our Board has the right to elect directors to fill a vacancy in the Board upon the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board until the next applicable annual meeting of stockholders. • Stockholders must provide advance notice to nominate individuals for election to the Board or to propose matters that can be acted upon at a stockholders’ meeting.
During periods of reduced economic activity, we may also be subject to increased competition for market share and pricing pressure. As a result, any significant economic downturn in the United States or other countries in which we operate could have a material adverse effect on our business, financial condition, and results of operations.
During periods of reduced economic activity, we may also be subject to increased competition for market 8 share and pricing pressure. As a result, any significant economic downturn in the United States or other countries in which we operate could have a material adverse effect on our business, financial condition, and results of operations.
We are also subject to U.S. laws and regulations relating to government contracts with federal agencies. In certain other countries, we may not be considered the legal employer of our temporary personnel, however we are still responsible for collecting taxes and social security deductions and transmitting these amounts to the taxing authorities.
We are also subject to U.S. laws and regulations relating to government 11 contracts with federal agencies. In certain other countries, we may not be considered the legal employer of our temporary personnel, however we are still responsible for collecting taxes and social security deductions and transmitting these amounts to the taxing authorities.
The cost of attracting and retaining billable professionals may be higher than we anticipate if there is an increase in competitive wages and benefits and, as a result, if we are unable to pass these costs on to our clients, our likelihood of achieving or maintaining profitability could decline.
The cost of attracting and retaining professionals may be higher than we anticipate if there is an increase in competitive wages and benefits and, as a result, if we are unable to pass these costs on to our clients, our likelihood of achieving or maintaining profitability could decline.
In periods of low unemployment, there may be a shortage of, and significant competition for, the skilled professionals sought by our clients. If we are unable to attract and retain a sufficient number of billable professionals to meet client demand, we may be required to forgo revenue opportunities, which may hurt the growth of our business.
In periods of low unemployment, there may be a shortage of, and significant competition for, the skilled professionals sought by our clients. If we are unable to attract and retain a sufficient number of professionals to meet client demand, we may be required to forgo revenue opportunities, which may hurt the growth of our business.
Our future revenues and growth prospects could be adversely affected if other contractors eliminate or reduce their contract relationships with us, or if the U.S. government terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.
Our future revenues and growth prospects could be adversely affected if other contractors eliminate or reduce their 10 contract relationships with us, or if the U.S. government terminates or reduces these other contractors’ programs, does not award them new contracts, or refuses to pay under a contract.
Claims raised by clients stemming from the improper actions of our billable professionals, even if without merit, could cause us to incur significant expense associated with the costs or damages related to such claims. Further, such claims by clients could damage our business reputation and result in the discontinuation of client relationships.
Claims raised by clients stemming from the improper actions of our professionals, even if without merit, could cause us to incur significant expense associated with the costs or damages related to such claims. Further, such claims by clients could damage our business reputation and result in the discontinuation of client relationships.
Our business is subject to government regulation, which in the future could restrict the types of employment services we are permitted to offer or result in additional or increased costs that reduce our revenues and earnings. The IT services and solutions industry is regulated in the United States and other countries in which we operate.
Our business is subject to government regulation, which in the future could restrict the types of employment services we are permitted to offer or result in additional or increased costs that reduce our revenues and earnings. The IT industry is regulated in the United States and other countries in which we operate.
Future changes in the laws or governmental regulations affecting our business may result in the prohibition or restriction of certain types of employment services that we are permitted to offer, or the imposition of new or additional compliance requirements that could increase our costs and reduce our revenues and earnings.
Future changes in the laws or governmental regulations affecting our business may result in the prohibition or restriction of certain types of consulting or employment services that we are permitted to offer, or the imposition of new or additional compliance requirements that could increase our costs and reduce our revenues and earnings.
Any of these factors may have a material adverse effect on our results of operations and financial condition. 7 An impairment in the carrying amount of goodwill and other intangible assets could require a write-down that materially and adversely affects our results of operations and net worth.
Any of these factors may have a material adverse effect on our results of operations and financial condition. An impairment in the carrying amount of goodwill and other intangible assets could require a write-down that materially and adversely affects our results of operations and net worth.
Because our products and services are integrated with our customers’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own IT systems or Confidential Information as well.
Because our products and services are integrated with 7 our customers’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own IT systems or Confidential Information as well.
Any associated negative publicity could adversely affect our ability to attract and retain clients and qualified billable professionals in the future. We proactively address many of these issues with our robust compliance program.
Any associated negative publicity could adversely affect our ability to attract and retain clients and qualified professionals in the future. We proactively address many of these issues with our robust compliance program.
Our ability to control or influence the workplace environment of our clients is limited. Further, many of the individuals that we place with our clients have access to client information systems and confidential 10 information.
Our ability to control or influence the workplace environment of our clients is limited. Further, many of the individuals that we place with our clients have access to client information systems and confidential information.
Additionally, we must continue to recruit, train, and develop management team members in order to achieve our current business objectives and execute on our succession plans.
Additionally, we must continue to recruit, train, and 12 develop management team members in order to achieve our current business objectives and execute on our succession plans.
We are subject to federal, state, and local laws and regulations governing the employer/employee relationship, such as those related to payment of federal, state, and local payroll and unemployment taxes for our corporate employees and billable professional employees, tax withholding, social security or retirement benefits, licensing, wage and hour requirements, paid sick leave, paid family leave and other leaves, employee benefits, pay equity, non-discrimination, sexual harassment, and workers’ compensation; and we must further comply with immigration laws and a wide variety of notice and administrative requirements, such as record keeping, written contracts, notification, and reporting.
We are subject to federal, state, and local laws and regulations governing the employer/employee relationship, such as those related to payment of federal, state, and local payroll and unemployment taxes for our employees, tax withholding, social security or retirement benefits, licensing, wage and hour requirements, paid sick leave, paid family leave and other leaves, employee benefits, pay equity, non-discrimination, sexual harassment, and workers’ compensation; and we must further comply with immigration laws and a wide variety of notice and administrative requirements, such as record keeping, written contracts, notification, and reporting.
U.S. and global market and economic developments could adversely affect our business, financial condition, and results of operations. Demand for the IT services and solutions that we provide is significantly affected by global market and economic conditions, including recessions, inflation, interest rates, tax rates, and economic uncertainty.
U.S. and global market and economic developments could adversely affect our business, financial condition, and results of operations. Demand for the IT solutions that we provide is significantly affected by global market and economic conditions, including recessions, inflation, interest rates, tax rates, tariffs, and economic uncertainty.
Our daily business operations depend on our information technology systems and third-party systems for a wide variety of functions, including, among other things, identifying consulting and staffing resources, matching personnel with client assignments, and managing our accounting and financial reporting functions.
Our daily business operations depend on our information technology systems and third-party systems (collectively, "IT Systems") for a wide variety of functions, including, among other things, identifying consulting and staffing resources, matching personnel with client assignments, and managing our accounting and financial reporting functions.
Failure to complete a budget for fiscal year 2025 or to provide for another continuing resolution by applicable deadlines may result in a federal government shutdown, which could cause us to incur labor or other costs without reimbursement under customer contracts or the delay or cancellation of key programs, and could adversely impact our operations, cash flows, and financial results.
Failure to complete a budget or to provide for another continuing resolution by applicable deadlines may result in a federal government shutdown, which could cause us to incur labor or other costs without reimbursement under customer contracts or the delay or cancellation of key programs, and could adversely impact our operations, cash flows, and financial results.
In conducting our business, we and certain of our third-party providers routinely collect, retain, and process data about customers, employees, business partners, and others, including personally identifiable information (PII) on these systems about our employees and billing professionals and their dependents, as well as sensitive and/or proprietary information belonging to our business such as trade secrets (collectively, “Confidential Information”).
In conducting our business, we and certain of our third-party providers routinely collect, retain, and process data about customers, employees, business partners, and others, including personally identifiable information on these systems about our employees and billing professionals and their dependents, as well as sensitive and/or proprietary inf ormation belonging to our business such as trade secrets (collectively, “Confidential Information”).
In addition, our information technology systems are vulnerable to fire, storm, flood, power loss, computer and network failures, problems with transitioning to upgraded or replacement systems or platforms, flaws in third-party software or services, terrorist attacks, and similar events. All of these risks are also applicable wherever we rely on outside vendors to provide services.
In addition, our IT Systems are vulnerable to fire, storm, flood, power loss, computer and network failures, problems with transitioning to upgraded or replacement systems or platforms, flaws in third-party software or services, terrorist attacks, and similar events. All of these risks are also applicable wherever we rely on outside vendors to provide services.
These laws impact our U.S. operations as well as our European operations as they apply not only to third-party transactions, but also to transfers of information among the Company and its subsidiaries. Certain U.S. states such as California have also enacted data privacy laws imposing requirements including security measures for personal information.
These laws impact our U.S. operations as well as our European operations as they apply not only to third-party transactions, but also to transfers of personal information among the Company and its subsidiaries. Certain U.S. states such as California have also enacted new or modified data privacy laws imposing requirements including security measures for personal information.
We rely on teaming relationships with other prime contractors and subcontractors in order to submit bids for large procurements or other opportunities where we believe the combination of services, products, and solutions provided by us and our teammates will help us to win and perform the contract.
We rely on teaming relationships with other prime contractors and subcontractors in order to submit bids for large procurements or other opportunities where we believe the combination of services, products, and solutions provided by us and our teammates will help us to win and perform under contracts.
Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges.
Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services has and is expected to continue to pose new or unknown cybersecurity risks and challenges.
Contract backlog consists of contracts for which funding has been formally awarded (funded backlog of $0.5 billion at December 31, 2024) and unfunded backlog, which represents the estimated future revenues to be earned from negotiated contract awards for which funding has not been awarded, and from unexercised contract options (unfunded backlog of $2.6 billion at December 31, 2024).
Contract backlog consists of contracts for which funding has been formally awarded (funded backlog of $0.5 billion at December 31, 2025) and unfunded backlog, which represents the estimated future revenues to be earned from negotiated contract awards for which funding has not been awarded, and from unexercised contract options (unfunded backlog of $2.5 billion at December 31, 2025).
The U.S. government’s ability to not exercise contract options, to reduce orders, or to modify, curtail or terminate our contracts, makes the calculation of our Federal Government Segment contract backlog subject to numerous uncertainties.
The U.S. government’s ability to not exercise contract options, to reduce orders, or to modify, curtail or terminate our contracts, makes the calculation of our Federal Government Segment contract backlog subject to uncertainty.
Requirements to report on our ESG practices may therefore result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations.
Requirements to report on our sustainability practices may result in increased costs, enhanced compliance or disclosure obligations, or other adverse impacts on our business, financial condition, or results of operations.
If we are unable to attract and retain qualified billable professionals, our business could be adversely affected. Our business is substantially dependent upon our ability to attract and retain billable professionals who possess the skills, experience, advanced degrees, certifications, licenses, and clearances which may be required to meet the specified requirements of our clients.
If we are unable to attract and retain qualified IT, creative digital, and engineering professionals, our business could be adversely affected. Our business is substantially dependent upon our ability to attract and retain professionals who possess the skills, experience, advanced degrees, certifications, licenses, and clearances which may be required to meet the specified IT requirements of our clients.
In addition, our quarterly and annual revenue growth rates and expenses as a percentage of our revenues may differ significantly from our historical rates, and our future operating results may fall below expectations. Our environmental, social and governance (ESG) commitments and disclosures may expose us to reputational risks and legal liability.
In addition, our quarterly and annual revenue growth rates and expenses as a percentage of our revenues may differ significantly from our historical rates, and our future operating results may fall below expectations. Our sustainability commitments and disclosures may expose us to reputational risks and legal liability.
As of December 31, 2024, we had $1.9 billion of goodwill and $439.8 million of net acquired intangible assets. We review goodwill and indefinite-lived trademarks for impairment at least annually, and when events or changes in circumstances indicate that the carrying amount may not be recoverable.
As of December 31, 2025, we had $2.1 billion of goodwill and $453.8 million of net acquired intangible assets. We review goodwill and indefinite-lived trademarks for impairment at least annually, and when events or changes in circumstances indicate that the carrying amount may not be recoverable.
Our business depends upon continued U.S. government expenditures on cybersecurity, cloud and enterprise IT, AI/ML, digital transformation, and other programs that we support. During 2024, revenues from contracts directly with U.S. federal government agencies were 24 percent of consolidated revenues.
Our Federal Government Segment depends upon continued U.S. government expenditures on cybersecurity, cloud and enterprise IT, AI/ML, digital transformation, and other programs that we support. During 2025, revenues from contracts directly with U.S. federal government agencies were 26 percent of consolidated revenues.
We compete for such billable professionals with other staffing and consulting companies, government contractors, and our clients and potential clients. There can be no assurance that qualified professionals will be available to us in adequate numbers to staff our temporary assignments or client projects.
We compete for these professionals with other professional services and consulting companies, government contractors, and our clients and potential clients. There can be no assurance that qualified professionals will be available to us in adequate numbers to staff our temporary assignments or client projects.
Moreover, the employment of our temporary billable professionals is terminable at will and they are often hired to become regular employees of our clients. Attracting and retaining billable professionals depends on several factors, including our ability to provide billable professionals with desirable assignments and competitive wages and benefits.
Moreover, the employment of our contingent professionals is terminable at will and they are often hired to become regular employees of our clients. Attracting and retaining professionals depends on several factors, including our ability to provide these professionals with desirable opportunities and competitive wages and benefits.
Contract backlog, which was $3.1 billion at December 31, 2024, is a useful measure of potential future revenues for our Federal Government Segment.
Contract backlog, which was approximately $3 billion at December 31, 2025, is a useful measure of potential future revenues for our Federal Government Segment.
Any information technology systems are at risk of being compromised, including through malicious activity or human or technological error.
Any IT Systems are at risk of being compromised, including through malicious activity or human or technological error.
We are continuously exposed to unauthorized attempts to compromise the confidentiality, integrity, and availability of our IT systems and Confidential Information through cyber attacks, insider threats and other information security threats, including physical break-ins and malicious insiders, and we have, from time to time, experienced security incidents.
We are continuously exposed to unauthorized attempts to compromise the confidentiality, integrity, and availability of our IT Systems and Confidential Information through cyberattacks, insider threats and other information security threats, including physical break-ins and malicious insiders, and we and certain of our third-party providers have, from time to time, experienced security incidents.
Failure to accurately estimate costs, resources, and technology needed to perform our contracts or to effectively manage and control our costs during the performance of work could result in reduced profits or in losses. Under cost reimbursable contracts, we are reimbursed for allowable costs plus a profit margin or fee.
Failure to accurately estimate costs, resources, and technology needed to perform our contracts or to effectively manage and control our costs during the performance of work could result in reduced profits or in losses. Under cost reimbursable contracts, we are reimbursed for allowable costs plus a profit margin or fee. These contracts generally have lower profitability and less financial risk.
Such standards may change over time, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future. Risks Related to Government Contracts We may not realize the full value of our Federal Government Segment contract backlog, which may result in lower revenues than anticipated.
Such standards may change over time, which could result in significant revisions to our emissions reduction targets or ability to achieve such targets in the future. Risks Related to Government Contracts We may not realize the full value of our Federal Government Segment contract backlog, which may result in lower revenues than anticipated.
These contracts generally have lower profitability and less financial risk. 9 Under time and materials contracts, we are reimbursed for labor at negotiated hourly billing rates and for certain expenses. We assume financial risk on time and materials contracts because we assume the risk of performing those contracts at negotiated hourly rates.
Under time-and-materials contracts, we are reimbursed for labor at negotiated hourly billing rates and for certain expenses. We assume financial risk on time-and-materials contracts because we assume the risk of performing those contracts at negotiated hourly rates.
We may not successfully make or integrate acquisitions, which could harm our business and growth. As part of our growth strategy, we have made numerous acquisitions, and we intend to continue to pursue select acquisitions in the future, including the acquisition of TopBloc, LLC, which we announced on February 4, 2025, subject to regulatory approval.
We may not successfully make or integrate acquisitions, which could harm our business and growth. As part of our growth strategy, we have made numerous acquisitions, and we intend to continue to pursue select acquisitions in the future, including the acquisition of Quinnox Inc., which we announced on January 20, 2026, subject to regulatory approval.
If we do not sufficiently invest in new technology and industry developments (such as emerging job and resume posting services), appropriately implement new technologies, or evolve our business at sufficient speed and scale in response to such developments, or if we do not make the right strategic investments to respond to these developments, our services, results of operations, and ability to develop and maintain our business could be adversely affected.
If we do not sufficiently invest in new technology (including artificial intelligence as more fully described below), appropriately implement new technologies, or evolve our business at sufficient speed and scale in response to such developments, or if we do not make the right strategic investments to respond to these developments, our services, results of operations, and ability to develop and maintain our business could be adversely affected.
Our international operations, which represented approximately two percent of our consolidated revenues in 2024, expose us to, among other things, operational, regulatory, and political risks in the countries in which we operate.
Our international operations, which represented approximately five percent of our consolidated costs of services in 2025, expose us to, among other things, operational, regulatory, and political risks in the countries in which we operate.
Audits by U.S. government agencies for contracts with federal government clients could result in unfavorable audit results that could subject us to a variety of penalties and sanctions and could harm our reputation and relationships with our customers and adversely impact results of operations.
Audits of our contracts by U.S. government agencies could result in unfavorable audit results that could subject us to a variety of penalties and sanctions and could harm our reputation and relationships with our customers and adversely impact results of operations. Federal government agencies routinely audit and investigate contractors’, whether commercial or federal, administrative processes and systems.
In addition, although we may elect to bill some or all of any additional costs to our customers, there can be no assurances that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to fully cover any increased costs as a result of future changes in laws or government regulations. 11 Our business may be materially affected by changes to fiscal and tax policies that could adversely affect our results of operations and cash flows.
In addition, although we may elect to bill some or all of any additional costs to our customers, there can be no assurances that we will be able to increase the fees charged to our customers in a timely manner and in a sufficient amount to fully cover any increased costs as a result of future changes in laws or government regulations.
Moreover, in most instances, we are required to indemnify clients against some or all of these risks if they are caused by us or our employees, and we could be required to pay substantial sums to fulfill our indemnification obligations.
We may be subject to liability in such cases even if the contribution to the alleged injury was minimal. Moreover, in most instances, we are required to indemnify clients against some or all of these risks if they are caused by us or our employees, and we could be required to pay substantial sums to fulfill our indemnification obligations.
Our term loan has a variable interest rate, making us vulnerable to increases in interest rates. Additionally, we use a portion of our cash provided by operations for interest payments on our debt rather than for our operations.
The components of our Senior Secured Credit Facility have variable interest rates, making us vulnerable to increases in interest rates. Additionally, we use a portion of our cash provided by operations for interest payments on our debt rather than for our operations.
We develop and utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze, or generate data or other materials or content (collectively, “AI”) in connection with our business . AI, including GenAI, is a growing component of our business in both the commercial and government markets.
We develop and utilize artificial intelligence, including generative artificial intelligence, machine learning, and similar tools and technologies that collect, aggregate, analyze, or generate data or other materials or content (collectively, “AI”) in connection with our business and our services .
In prior years, we have experienced revenue and earnings growth both organically and through acquisitions. There is no assurance that we will resume this pace of growth in the future or meet our strategic objectives for growth. Our revenues declined this past year due to adverse macroeconomic conditions, including an IT industry recession.
In prior years, we have experienced revenue and earnings growth both organically and through acquisitions. There is no assurance that we will resume this pace of growth in the future or meet our strategic objectives for growth.
These continuing resolutions authorize agencies of the U.S. government to continue to operate, but do not authorize new spending initiatives. When the U.S. government operates under a continuing resolution, contract awards may be delayed, canceled, or funded at lower levels which could adversely impact our operations, cash flows, and financial results.
When the U.S. government operates under a continuing resolution, contract awards may be delayed, canceled, or funded at lower levels which could adversely impact our operations, cash flows, and financial results.
Although we conduct diligence on third-party AI developers, we will not be able to control the manner in which third-party AI technologies are developed or maintained. Legal and regulatory frameworks related to the use of AI are rapidly evolving worldwide, including due to the perceived or actual risks of bias, unfair discrimination, transparency, and information security.
Although we conduct diligence on third-party AI developers, we will not be able to control the manner in which third-party AI technologies are developed or maintained. Legal and regulatory frameworks related to the use of AI are rapidly evolving worldwide and there is divergence among such AI laws and regulations.
We, as with other companies, face scrutiny related to our environmental, social and governance (“ESG”) practices and disclosures required or made by certain customers, employees, investors, shareholder advocacy groups, federal, state, and local governments, and other stakeholders. With this increased focus, public reporting of ESG practices has become commonplace.
We, as with other companies, face scrutiny related to our sustainability practices and disclosures required or made by certain customers, employees, investors, shareholder advocacy groups, federal, state, local and foreign governments, and other stakeholders.
The growth of our business could be adversely affected, and our revenues and results of operations could be harmed. Specifically with regards to our longer-term consulting contracts, clients may delay or cancel bookings. This may cause expected revenues to be realized in a later period or not at all.
Specifically with regard to our longer-term consulting contracts, clients may reduce, delay, or cancel bookings. This may cause expected revenues to be lower, to be realized in a later period, or not at all.
Our business is subject to taxation in the United States and the foreign jurisdictions where we operate. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
Our business may be materially affected by changes to fiscal and tax policies that could adversely affect our results of operations and cash flows. Our business is subject to taxation in the United States and the foreign jurisdictions where we operate. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change.
The IT services industry is highly competitive and fragmented with limited barriers to entry. We compete in national, regional, and local markets with professional services firms, traditional consulting agencies, and specialized boutique industry or solutions-focused businesses.
The IT industry is highly competitive and fragmented with limited barriers to entry. We compete in national, regional, and local markets with professional services firms, traditional consulting agencies, and specialized boutique industry or solutions-focused businesses. The success of our business depends upon our ability to continually secure new contracts and organize custom fit teams to meet our clients’ needs.
Furthermore, because AI technology itself is highly complex and rapidly developing, it is not possible to predict all of the legal, operational, or technological risks that may arise relating to the use of AI. 6 The failure to prevent a cybersecurity incident affecting our or third-party systems could result in the disruption of our services or the disclosure or misuse of sensitive information, which could harm our reputation, decrease demand for our services and products, expose us to liability, penalties, and remedial costs, or otherwise adversely affect our financial performance.
The failure to prevent a cybersecurity incident affecting our or third-party systems could result in the disruption of our services or the disclosure or misuse of sensitive information, which could harm our reputation, decrease demand for our services and products, expose us to liability, penalties, and remedial costs, or otherwise adversely affect our financial performance.
Any non-compliance or perceived non-compliance with the data privacy laws applicable to our business could result in legal claims or proceedings (including class actions), governmental enforcement actions and investigations, fines, and other penalties that could potentially have an adverse effect on our operations and reputation.
Any failure or perceived failure by us or our vendors to comply with applicable laws, rules, regulations and other requirements related to consumer protection, information security, data protection and privacy could result in legal claims or proceedings (including class actions), governmental enforcement actions and investigations, fines, and other penalties that could potentially have an adverse effect on our operations and reputation including a loss of confidence in us or damage to our brands.
As such, clients are free to place orders with our competitors. If clients terminate a significant number of agreements or do not use us for future IT services support , we may be unable to generate new work to replace lost revenues.
If clients terminate a significant number of agreements or do not use us for future IT solutions support , we may be unable to generate new work to replace lost revenues. The growth of our business could be adversely affected, and our revenues and results of operations could be harmed.
Successful cyberattacks can result in third parties gaining unauthorized access to our information technology systems for purposes of misappropriating assets or confidential information, corrupting data, or causing operational disruption.
Additional risks may result from malicious code embedded in open‑source software, or from misconfigurations, bugs, or other vulnerabilities in commercial software integrated into our IT Systems. Successful cyberattacks can result in third parties gaining unauthorized access to our IT Systems for purposes of misappropriating assets or Confidential Information, corrupting data, or causing operational disruption.
Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents.
In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other. Further, there has been a substantial increase in legislative activity and regulatory focus on data privacy and security in the United States and elsewhere, including in relation to cybersecurity incidents.
We and our vendors are subject to data privacy, protection, and security laws, rules, regulations, industry standards and other requirements, including the European General Data Protection Act ("GDPR") and the U.K.’s Data Protection Act 2018 (which implements the GDPR into U.K. law). These laws impose stringent data protection requirements on personal information and provide for significant penalties for noncompliance.
General Data Protection Regulation and the U.K. Data Protection Act 2018 (collectively, the "U.K. GDPR"). These laws impose stringent data protection requirements on personal information and provide for significant penalties for noncompliance.
At the request of our clients, we have reported on various disclosure frameworks and standards, and the interpretation or application of those frameworks and standards may change from time to time or may not meet the expectations of our clients, investors or other stakeholders. 8 Furthermore, our processes and controls for reporting ESG matters across our operations and supply chain are evolving along with multiple disparate standards for identifying, measuring, and reporting ESG metrics, including ESG-related disclosures that may be required by various regulators.
At the request of our clients, we have reported on various disclosure frameworks and standards, and the interpretation or application of those frameworks and standards may change from time to time or may not meet the expectations of our clients, investors or other stakeholders.
Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded.
These agencies review our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations, and standards. Any costs found to be improperly allocated to a specific contract will not be reimbursed, while such costs already reimbursed must be refunded.
We have been and could, in the future, be subject to large collective, class, or Private Attorneys General Act ("PAGA") actions alleging violation of wage and hour laws. These types of actions typically involve substantial claims and significant defense costs.
Other inherent risks include possible claims of errors and omissions, claims related to acquisitions, intentional misconduct, release, misuse or misappropriation of client intellectual property, criminal activity, torts, or other claims. We have been and could, in the future, be subject to large collective, class, or Private Attorneys General Act ("PAGA") actions alleging violation of wage and hour laws.
We also have been subject to legal actions alleging vicarious liability, negligent hiring, discrimination, sexual harassment, retroactive entitlement to employee benefits or pay, retaliation, and related legal theories. We may be subject to liability in such cases even if the contribution to the alleged injury was minimal.
These types of actions typically involve substantial claims and significant defense costs. We also have been subject to legal actions alleging vicarious liability, job posting violations, negligent hiring, discrimination, sexual harassment, retroactive entitlement to employee benefits or pay, retaliation, and related legal theories.
We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process personal information on our behalf.
We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process personal information on our behalf. We and our vendors are subject to data privacy, protection, and security laws, rules, regulations, industry standards and other requirements, including the European Union General Data Protection Regulation ("EU GDPR"), the U.K.
The application and interpretation of data privacy laws are constantly evolving and are subject to change, creating a complex compliance environment. In some cases, these requirements may be either unclear in their interpretation and application or they may have inconsistent or conflicting requirements with each other.
Although we have implemented and are implementing policies and procedures designed to comply with these laws and regulations, the application and interpretation of data privacy laws are constantly evolving and are subject to change, creating a complex compliance environment.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S. government and the uncertainty related to the administration's efforts to improve efficiency. Because the U.S. Congress did not complete a budget before the end of the 2024 fiscal year, government operations are currently being funded through short-term continuing resolutions.
Considerable uncertainty exists regarding how future budget and program decisions will unfold, including the spending priorities of the U.S. government. From time-to-time, certain government agencies may be funded through short-term continuing resolutions. These continuing resolutions authorize agencies of the U.S. government to continue to operate, but do not 9 authorize new spending initiatives.
The success of our business depends upon our ability to continually secure new long-term consulting projects as well as shorter-term assignment contracts from clients and to fill them with our billable professionals. Most of our agreements with clients do not provide for exclusive use of our services and many of our agreements may be terminated at will.
Most of our agreements with clients do not provide for exclusive use of our services, and many of our agreements may be terminated at will. As such, clients are free to place orders with our competitors.
AI technologies are complex and rapidly evolving, and we face significant competition, including from our own clients, who may develop their own internal AI-related capabilities, which in each case, can lead to reduced demand for our services or solutions. As these technologies evolve, some services and tasks currently performed by our people will likely be replaced by automation.
If we are unable to quickly develop, adopt, and deploy AI technologies, we risk falling behind our industry competitors. In addition to facing significant competition from other companies that are developing AI technologies, our own clients may develop their own internal AI-related capabilities, which could lead to reduced demand for our services or solutions.
If we or our partners fail to deliver services on time, our ability to complete the contracts may be adversely affected. Our results of operations could be adversely affected if we cannot successfully keep pace with technological changes in the development and implementation of our services.
If we or our partners fail to deliver services on time, our ability to complete the contracts may be adversely affected. Our strategic alliances and third-party partnerships often involve complex cooperation and resource sharing, and their success depends on the continued alignment of goals and effective coordination.
Our outstanding debt at December 31, 2024 included a term loan of $493.8 million under our senior secured credit facility due 2030, and $550.0 million of 4.625% unsecured senior notes due 2028. We have a $500.0 million senior secured revolving credit facility due 2028, which is fully available as of December 31, 2024.
Our long-term debt at December 31, 2025, is comprised of (i) a Senior Secured Credit Facility, inclusive of term loan A and B, as well as a revolving credit facility, and (ii) Unsecured Senior Notes, see Note 9. Long-Term Debt in Item 8. Financial Statements and Supplementary Data .
Removed
We work both internally and with our enterprise customer base to develop strategic use cases for GenAI technologies. For example, we recently announced a collaboration with Microsoft to invest in and pilot NextGen AI technologies, including Copilot for Microsoft 365 and Azure OpenAI Service.
Added
Our revenues declined this past year due to adverse macroeconomic conditions, including, but not limited to, increasing interest rates, tariffs, efforts by the Department of Government Efficiency ("DOGE"), and a government shutdown.
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All of our government contracts can be terminated by the U.S. government either for its convenience or if we default by failing to perform under the contract.
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There is no guarantee that our current partners will continue to collaborate with us on favorable terms, or at all. The loss of a significant partner, or the failure of an alliance to achieve its intended objectives, could result in a direct and immediate loss of referrals and future opportunities.
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Federal government agencies, including the Defense Contract Audit Agency and the Defense Contract Management Agency, routinely audit and investigate government contracts and government contractors’ administrative processes and systems. These agencies review our performance on contracts, pricing practices, cost structure, and compliance with applicable laws, regulations, and standards.
Added
The failure of an alliance could also harm our reputation and make it more difficult to form new partnerships in the future. We outsource certain aspects of our business operations, which could result in disruption, unexpected increased costs, and reputational risk.
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Other inherent risks include possible claims of errors and omissions, claims related to acquisitions and their earn-outs, intentional misconduct, release, misuse or misappropriation of client intellectual property, criminal activity, torts, or other claims.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeBoard members receive presentations on cybersecurity topics from the Company's chief information officers across our brands ("CIOs") and external experts as part of the Board's continuing education on topics that impact public companies. 13 Two key enabling bodies, ASGN’s Enterprise Security Council ("Council") and the Security Operations Center (“SOC”), have primary responsibility for our overall cybersecurity risk management program and provide the structure necessary to set policy and direction as well as operationalize our required security posture. • The Council includes the CIOs and is led by the Chief Information Security Officer ("CISO").
Biggest changeTwo key enabling bodies, ASGN’s Enterprise Security Council ("Council") and the Security Operations Center (“SOC”), have primary responsibility for our overall cybersecurity risk management program and provide the structure necessary to set policy and direction as well as operationalize our required security posture. • The Council is led by the CISO and includes the Company’s Chief Innovation Officer as well as a dedicated team of Cybersecurity Information Security Professionals, consisting of system engineers and security administrators.
Serving as a managed services provider for both clients and internal operations, ECS oversees the SOC which is dedicated to monitoring, detecting, and responding to cybersecurity threats across our organization. Operating 24 hours a day, seven days a week, our SOC diligently filters system logs, leveraging proprietary AI/ML tools to identify global threats.
Serving as a managed services provider for both clients and internal operations, it oversees the SOC which is dedicated to monitoring, detecting, and responding to cybersecurity threats across our organization. Operating 24 hours a day, seven days a week, our SOC diligently filters system logs, leveraging proprietary AI/ML tools to identify global threats.
We have invested in endpoint protection, cloud security, vulnerability management, and data loss prevention, featuring insider threat detection, we also conduct regular threat actor risk assessments and assess the risk posed by third-party vendors. Further, ASGN conducts penetration tests to detect potential security gaps in cloud and on-premise systems.
We have invested in endpoint protection, cloud security, vulnerability management, and data loss prevention, featuring insider threat detection, and we also conduct regular threat actor risk assessments and assess the risk posed by third-party vendors. Further, we conduct penetration tests to detect potential security gaps in cloud and on-premise systems.
We conduct continuous active hunts and forensic analysis inspections on our network, proactively seeking out malware and intrusions.
We conduct continuous active hunts, and forensic analysis inspections on our network, proactively seeking out malware and intrusions. 14
All ASGN brands align to the Department of Defense’s Cybersecurity Maturity Model Certification (“CMMC”) 2.0 framework and have implemented common technology and data protection and cybersecurity controls and processes, which provides a unified approach to our cybersecurity measures.
All our brands align to the Department of Defense’s Cybersecurity Maturity Model Certification (“CMMC”) 2.0 framework and have implemented common technology and data protection and cybersecurity controls and 13 processes, which provides a unified approach to our cybersecurity measures.
Governance ASGN’s data protection and cybersecurity governance structure enables transparency and visibility to key stakeholders: the Company's Board and its Strategy and Technology and Audit Committees, and the Company's Chief Executive Officer. The Board's Strategy and Technology Committee focuses on technology and cybersecurity, while the Board's Audit Committee reviews data security breaches or other issues.
Risk Factors. Governance ASGN’s data protection and cybersecurity governance structure enables transparency and visibility to key stakeholders: the Company's Board and its Strategy and Technology, and Audit Committees, and the Company's Chief Executive Officer ("CEO"). The Board's Strategy and Technology Committee focuses on technology and cybersecurity, while the Board's Audit Committee reviews data security breaches or other issues.
In 2024, ASGN has not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial conditions.
We face risks from cybersecurity threats, that if realized, are reasonably likely to materially affect us including our operations, business strategy, results of operations or financial condition. In 2025, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents .
In addition to these audits, ASGN collaborates with industry partners, law enforcement agencies, and government organizations to share intelligence and best practices related to cybersecurity. This collaboration helps us stay ahead of emerging threats and continuously improve our security posture.
Our audits include annual audits conducted by third-party service providers, internal audits, compliance audits, risk assessments, and incident response audits. In addition to these audits, ASGN collaborates with industry partners, law enforcement agencies, and government organizations to share intelligence and best practices related to cybersecurity. This collaboration helps us stay ahead of emerging threats and continuously improve our security posture.
Each committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program.
Each committee reports to the full Board regarding its activities, including those related to cybersecurity. The full Board also receives briefings from management on our cyber risk management program. In addition, management updates the Board, where it deems appropriate, regarding cybersecurity incidents it considers to be significant.
These tests continuously simulate cyber-attacks on physical hardware, network endpoints, and critical applications such as Oracle, SQL and web services. ASGN maintains a vigilant approach to cybersecurity and operational readiness, with cybersecurity practices designed to reduce the impact of any incident. ASGN has business continuity and disaster recovery policies.
These tests continuously simulate cyber-attacks across the entire enterprise including physical hardware, network endpoints, and critical applications such as Oracle, SQL, Deltek, web and cloud-based services. We maintain a vigilant approach to cybersecurity and operational readiness, with cybersecurity practices designed to reduce the impact of any incident.
The Council's primary mandate is to formulate comprehensive data protection and cybersecurity policies for ASGN, oversee the management of emerging security threats, proactively mitigate security risks, and safeguard our valuable assets. • ECS, ASGN’s Federal Government Segment, plays a vital role in safeguarding ASGN through its essential security control function.
The Council reports to the CEO and the Board's Strategy and Technology Committee and its primary mandate is to formulate comprehensive data protection and cybersecurity policies for ASGN, oversee the management of emerging security threats, proactively mitigate security risks, and safeguard our valuable assets.
The Council members bring a wealth of experience in security operations, business process re-engineering, software development, ERP systems, and the management of multinational wide area networks. Complementing this expertise, the Council also includes a dedicated team of Cybersecurity Information Security Professionals, consisting of brand-specific system engineers and security administrators.
The Council members bring a wealth of experience in security operations, business process engineering, software development, enterprise resource planning systems, and the management of multinational wide area networks.
Our plans are tested annually to confirm critical business functions can continue with minimal disruption in unforeseen circumstances. We conduct regular internal and external audits to adhere to our security policies and procedures and identify improvement areas. Our audits include: annual audits conducted by third-party service providers, internal audits, compliance audits, risk assessments, and incident response audits.
We have business continuity and disaster recovery policies and our plans are tested annually to confirm critical business functions can continue with minimal disruption in unforeseen circumstances. Our cybersecurity incident response plan is reviewed and tested through internal and external assessments, including incident response audits, to assess effectiveness and readiness.
Our CISO joined the Company in 2018 in connection with the acquisition of ECS Federal, LLC ("ECS") and has decades of experience in oversight of cybersecurity operations. Collectively, the Council represents ASGN and its brands, and reports to the Chief Executive Officer and the Board's Strategy and Technology Committee.
Board members receive presentations on cybersecurity topics from the Company's Chief Information Security Officer ("CISO"), and external experts as part of the Board's continuing education on topics that impact public companies. Our CISO joined the Company in 2018 in connection with the acquisition of ECS Federal, LLC and has decades of experience in oversight of cybersecurity operations.
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In addition to these practices, our resiliency framework incorporates annual testing of business continuity and disaster recovery plans, with identified improvements integrated into our operational and security processes. Our resiliency efforts combine cybersecurity, physical security, and data privacy controls to support continuity of operations during disruptive events.
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Insights gained from these evaluations inform enhancements to our procedures and strengthen our overall ability to respond to and recover from incidents. We conduct regular internal and external audits to adhere to our security policies and procedures and identify improvement areas.
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See the risk factor related to " The failure to prevent a cybersecurity incident affecting our or third-party systems could result in the disruption of our services or the disclosure or misuse of sensitive information, which could harm our reputation, decrease demand for our services and products, expose us to liability, penalties, and remedial costs, or otherwise adversely affect our financial performance" in Item 1A.
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The Company also maintains an Advanced Research Center, which performs continual risk assessments of threat actors, including Advanced Persistent Threats, cybercriminals, and hacktivists, and provides periodic reports to management and our Board committees. • ASGN’s Federal Government Segment, plays a vital role in safeguarding ASGN through its essential security control function.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Properties As of December 31, 2024, we leased office space in the following locations. We believe that our facilities are suitable and adequate for our current operations.
Biggest changeWe believe that our facilities are suitable and adequate for our current operations. For additional information on our office facilities, see Note 5. Leases in Item 8. Financial Statements and Supplementary Data.
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Location Square Feet Lease Expiration ASGN and Commercial Segment Headquarters Richmond, Virginia 78,000 April 2027 Federal Government Segment Headquarters Fairfax, Virginia 46,200 November 2029 Branch offices (1) United States, Canada, and United Kingdom 628,700 January 2025 through March 2033 Delivery Centers Mexico and India 84,700 June 2025 through December 2027 ___________________ (1) We have approximately 100 branch office locations that occupy spaces ranging from approximately 1,668 to 40,839 square feet with lease terms that range from one year to 13.3 years.
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Item 2. Properties As of December 31, 2025, we do not own any real estate or other physical properties. Our administrative and principal executive offices are located in Virginia. We lease branch offices across the United States, Canada, and United Kingdom and delivery centers in Mexico and India.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are involved in various legal proceedings, investigations, claims, and litigation arising in the ordinary course of business, including collective class and PAGA actions alleging violations of wage and hour laws.
Biggest changeItem 3. Legal Proceedings We are involved in various legal proceedings, investigations, claims, indemnification claims and litigation, including purported collective class and PAGA actions alleging violations of wage and hour laws, job posting laws, and other actions.
However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material effect on our financial position, results of operations, or cash flows. Item 4. Mine Safety Disclosures Not applicable. 14 PART II
However, based on the facts currently available, we do not believe that the disposition of matters that are pending or asserted will have a material effect on our financial position, results of operations, or cash flows. Item 4. Mine Safety Disclosures Not applicable. 15 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCommon Stock Repurchases — On April 24, 2024, the Company announced that the Company's Board had approved a new stock repurchase program under which the Company may repurchase $750.0 million of its common stock over the following two years and prior authorization amounts were cancelled.
Biggest changeCommon Stock Repurchases — On November 17, 2025, the Company's Board approved a new stock repurchase program under which the Company may repurchase $1.0 billion of its common stock and prior authorization amounts were cancelled. Under terms of the program, purchases can be made in the open market or under a Rule 10b5-1 trading plan.
These shares are excluded from the table above. During the three months ended December 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Selected Financial Data None.
These shares are excluded from the table above. During the three months ended December 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 6. Selected Financial Data None.
The graph depicts the results of investing $100 on December 31, 2019, and assumes that dividends were reinvested, where applicable, during the period. The comparisons shown in the graph below are based upon historical data, and we caution stockholders that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, potential future performance.
The graph depicts the results of investing $100 on December 31, 2020, and assumes that dividends were reinvested, where applicable, during the period. The comparisons shown in the graph below are based upon historical data, and we caution stockholders that the stock price performance shown in the graph below is not indicative of, nor intended to forecast, potential future performance.
The Company's repurchases of its common stock during the three months ended December 31, 2024, and the approximate dollar value of shares that may be purchased under the program as of December 31, 2024, are shown in the table below.
The Company's repurchases of its common stock during the three months ended December 31, 2025, and the approximate dollar value of shares that may be purchased under the program as of December 31, 2025, are shown in the table below.
Stock Performance Graph — The following graph compares the performance of ASGN’s common stock price during the period from December 31, 2019 to December 31, 2024 with the composite prices of companies (i) listed on the NYSE, (ii) included in the SIC Code No. 7389—Business Services, Not Elsewhere Classified ("Business Services"), and (iii) included in the SIC Code No. 736—Personnel Supply Services Companies ("Personnel Supply Services").
Stock Performance Graph — The following graph compares the performance of ASGN’s common stock price during the period from December 31, 2020 to December 31, 2025 with the composite prices of companies (i) listed on the NYSE, (ii) included in the SIC Code No. 7389—Business Services, Not Elsewhere Classified ("Business Services"), and (iii) included in the SIC Code No. 736—Personnel Supply Services Companies ("Personnel Supply Services").
Securities Authorized for Issuance Under Equity Compensation Plan — Our equity compensation plan information required by this items is incorporated by reference to the information in Part III, Item 12 of this 2024 10-K.
Securities Authorized for Issuance Under Equity Compensation Plan — Our equity compensation plan information required by this item is incorporated by reference to the information in Part III, Item 12 of this 2025 10-K.
At February 14, 2025 we had 43.6 million shares outstanding, 22 holders of record and an indeterminate number of beneficial owners of our common stock held through brokers and other intermediaries.
At February 12, 2026 we had 41.3 million shares outstanding, 27 holders of record and an indeterminate number of beneficial owners of our common stock held through brokers and other intermediaries.
Under terms of the program, purchases can be made in the open market or under a Rule 10b5-1 trading plan. The stock repurchase program does not obligate the Company to acquire any particular amount of the Company's stock and may be suspended at any time at the Company's discretion.
The stock repurchase program does not obligate the Company to acquire any particular amount of the Company's stock and may be suspended at any time at the Company's discretion.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (in millions) October 1-31, 2024 115,909 $ 94.71 115,909 $ 561.9 November 1-30, 2024 135,970 $ 91.93 135,970 $ 549.4 December 1-31, 2024 239,758 $ 87.15 239,758 $ 528.5 Total 491,637 $ 90.25 491,637 $ 528.5 In connection with our stock-based compensation plans, during the three months ended December 31, 2024, common stock totaling 22,086 shares with an aggregate value of $2.1 million w ere tendered by employees for payment of applicable statutory tax withholdings.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plan Approximate Dollar Value of Shares That May Yet be Purchased Under the Plan (in millions) October 1-31, 2025 498,190 $ 46.67 498,190 $ 399.4 November 1-30, 2025 434,630 $ 43.71 434,630 $ 994.0 December 1-31, 2025 461,825 $ 47.64 461,825 $ 972.0 Total 1,394,645 $ 46.07 1,394,645 $ 972.0 In connection with our stock-based compensation plans, during the three months ended December 31, 2025, common stock totaling 16,174 shares with an aggregate value of $0.8 million w ere tendered by employees for payment of applicable statutory tax withholdings.
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At December 31, 2019 2020 2021 2022 2023 2024 ASGN $ 100.00 $ 117.70 $ 173.88 $ 114.81 $ 135.51 $ 117.43 Business Services $ 100.00 $ 135.14 $ 112.13 $ 86.02 $ 109.50 $ 125.59 Personnel Supply Services $ 100.00 $ 106.69 $ 142.56 $ 105.25 $ 115.77 $ 85.28 NYSE Market Index $ 100.00 $ 106.99 $ 129.11 $ 117.04 $ 133.16 $ 154.19 15 Recent Sales of Unregistered Securities — None.
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At December 31, 2020 2021 2022 2023 2024 2025 ASGN $ 100.00 $ 147.73 $ 97.55 $ 115.13 $ 99.77 $ 57.67 Business Services $ 100.00 $ 83.16 $ 64.20 $ 81.84 $ 93.92 $ 100.23 Personnel Supply Services $ 100.00 $ 133.46 $ 98.75 $ 109.17 $ 79.30 $ 53.78 NYSE Market Index $ 100.00 $ 120.68 $ 109.39 $ 124.46 $ 144.12 $ 169.62 16 Recent Sales of Unregistered Securities — None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe table below shows our revenues by segment (in millions). % of Total 2024 2023 Change 2024 2023 Change Commercial: Assignment $ 1,740.5 $ 2,078.9 (16.3) % 42.5 % 46.7 % (4.2) % Consulting 1,128.2 1,095.5 3.0 % 27.5 % 24.6 % 2.9 % 2,868.7 3,174.4 (9.6) % 70.0 % 71.3 % (1.3) % Federal Government 1,231.0 1,276.2 (3.5) % 30.0 % 28.7 % 1.3 % Consolidated $ 4,099.7 $ 4,450.6 (7.9) % 100.0 % 100.0 % From an industry perspective, the Company operates in six broad industry verticals.
Biggest changeThe table below shows our revenues by segment (in millions). % of Total 2025 2024 Change 2025 2024 Change Commercial: Consulting $ 1,290.1 $ 1,128.2 14.4 % 32.4 % 27.5 % 4.9 % Assignment 1,500.1 1,740.5 (13.8) % 37.7 % 42.5 % (4.8) % 2,790.2 2,868.7 (2.7) % 70.1 % 70.0 % 0.1 % Federal Government 1,190.2 1,231.0 (3.3) % 29.9 % 30.0 % (0.1) % Consolidated $ 3,980.4 $ 4,099.7 (2.9) % 100.0 % 100.0 % Commercial Segment revenues (70.1 percent of total revenues) were down 2.7 percent year-over-year and are categorized into five industries: (i) Consumer and Industrial, (ii) Financial Services, (iii) Technology, Media and Telecom ("TMT"), (iv) Healthcare, and (v) Business Services.
For a discussion of the year ended December 31, 2023 compared with the year ended December 31, 2022, please refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2023.
For a discussion of the year ended December 31, 2024 compared with the year ended December 31, 2023, please refer to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2024.
Off-Balance Sheet Arrangements As of December 31, 2024, we had no off-balance sheet arrangements. Accounting Standards Updates See Note 3. Accounting Standards Update in Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.
Off-Balance Sheet Arrangements As of December 31, 2025, we had no off-balance sheet arrangements. Accounting Standards Updates See Note 3. Accounting Standards Update in Item 8. Financial Statements and Supplementary Data for a discussion of new accounting pronouncements.
Year Ended December 31, (Dollars in millions) 2024 2023 2022 Bookings $ 1,281.3 $ 1,351.9 $ 1,192.2 Book-to-Bill Ratio 1.1 to 1 1.2 to 1 1.2 to 1 Federal Government Segment Metrics Contract backlog for our Federal Government Segment represents the estimated amount of future revenues to be recognized under awarded contracts, including task orders and options, at a point in time ("Contract Backlog").
Year Ended December 31, (Dollars in millions) 2025 2024 2023 Bookings $ 1,522.8 $ 1,281.3 $ 1,351.9 Book-to-Bill Ratio 1.2 to 1 1.1 to 1 1.2 to 1 Federal Government Segment Metrics Contract backlog for our Federal Government Segment represents the estimated amount of future revenues to be recognized under awarded contracts, including task orders and options, at a point in time ("Contract Backlog").
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the other sections of this 2024 10-K, including the Special Note on Forward-Looking Statements and Part I, Item 1A. Risk Factors. OVERVIEW ASGN provides information technology ("IT") services and solutions across the commercial and government sectors.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with the other sections of this 2025 10-K, including the Special Note on Forward-Looking Statements and Part I, Item 1A. Risk Factors. OVERVIEW ASGN provides IT solutions across the commercial and government sectors.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2024 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2023 In this section, we discuss the results of our operations for the year ended December 31, 2024 compared with the year ended December 31, 2023.
RESULTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2025 COMPARED WITH THE YEAR ENDED DECEMBER 31, 2024 In this section, we discuss the results of our operations for the year ended December 31, 2025 compared with the year ended December 31, 2024.
The workers' compensation loss reserves were $2.8 million and $3.0 million, net of anticipated insurance and indemnification recoveries of $10.5 million and $10.5 million, at December 31, 2024 and 2023, respectively. We have undrawn stand-by letters of credit outstanding to secure obligations for workers’ compensation claims and other obligations.
The workers' compensation loss reserves were $2.2 million and $2.8 million, net of anticipated insurance and indemnification recoveries of $9.5 million and $10.5 million, at December 31, 2025 and 2024, respectively. We have undrawn stand-by letters of credit outstanding to secure obligations for workers’ compensation claims and other obligations.
Selling, General, and Administrative Expenses Selling, general and administrative ("SG&A") expenses consist primarily of compensation expense for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses and other general and administrative expenses. SG&A expenses were $821.2 million (20.0 percent of revenues), compared with $844.2 million (19.0 percent of revenues) in 2023.
Selling, General, and Administrative Expenses Selling, general, and administrative ("SG&A") expenses consist primarily of compensation expense for our field operations and corporate staff, rent, information systems, marketing, telecommunications, public company expenses, and other general and administrative expenses. SG&A expenses were $854.0 million (21.5 percent of revenues), compared with $821.2 million (20.0 percent of revenues) in 2024.
Our cash flows from operating activities have been our primary source of liquidity and have been sufficient to meet our working capital and capital expenditure needs. At December 31, 2024, we had full availability under the $500.0 million revolving credit facility.
Our cash flows from operating activities have been our primary source of liquidity and have been sufficient to meet our working capital and capital expenditure needs. At December 31, 2025, we had approximately $455.0 million available under the $500.0 million revolving credit facility.
Net Income Net income was $175.2 million, down from $219.3 million in 2023. 16 Commercial Segment - Consulting Metrics Commercial consulting bookings are the value of new contracts entered into during a specified period, including adjustments for the effects of changes in contract scope and contract terminations ("Bookings").
Net Income Net income was $113.5 million, down from $175.2 million in 2024. 17 Commercial Segment - Consulting Metrics Commercial consulting bookings are the value of new contracts entered into during a specified period, including adjustments for the effects of changes in contract scope and contract terminations ("Bookings").
For the 2024 impairment test of goodwill and trademarks, the Company performed a qualitative assessment and determined there were no indicators of impairment and it was more likely than not that the fair value of each of the reporting units, and the trademarks, exceeded their respective carrying amounts.
For the 2025 impairment test of goodwill and trademarks, the Company performed a qualitative assessment and determined there were no indicators of impairment and it was more likely than not that the fair value of its two reporting units, Commercial and Federal Government, and its trademarks, exceeded their respective carrying amounts.
Gross Profit Gross Margin 2024 2023 Change 2024 2023 Change Commercial $ 932.9 $ 1,017.6 (8.3) % 32.5 % 32.1 % 0.4 % Federal Government 250.8 262.4 (4.4) % 20.4 % 20.6 % (0.2) % Consolidated $ 1,183.7 $ 1,280.0 (7.5) % 28.9 % 28.8 % 0.1 % Gross profit is comprised of revenues less costs of services, which consist primarily of compensation for our contract professionals, other direct costs, and reimbursable out-of-pocket expenses.
Gross Profit Gross Margin 2025 2024 Change 2025 2024 Change Commercial $ 914.4 $ 932.9 (2.0) % 32.8 % 32.5 % 0.3 % Federal Government 234.7 250.8 (6.4) % 19.7 % 20.4 % (0.7) % Consolidated $ 1,149.1 $ 1,183.7 (2.9) % 28.9 % 28.9 % — % Gross profit is comprised of revenues, less costs of services, which consist primarily of compensation for our billable professionals, other direct costs, and reimbursable out-of-pocket expenses.
Year Ended December 31, (Dollars in millions) 2024 2023 2022 New Contract Awards $ 1,340.5 $ 1,022.2 $ 1,073.3 Book-to-Bill Ratio 1.1 to 1 0.8 to 1 0.9 to 1 December 31, (Dollars in millions) 2024 2023 2022 Funded Contract Backlog $ 529.0 $ 543.5 $ 582.3 Negotiated Unfunded Contract Backlog 2,589.6 2,466.0 2,681.2 Contract Backlog $ 3,118.6 $ 3,009.5 $ 3,263.5 Contract Backlog Coverage Ratio 2.5 to 1 2.4 to 1 2.9 to 1 Liquidity and Capital Resources Our working capital, which is current assets less current liabilities, at December 31, 2024 was $550.6 million, and our cash and cash equivalents were $205.2 million.
Year Ended December 31, (Dollars in millions) 2025 2024 2023 New Contract Awards $ 1,020.3 $ 1,340.5 $ 1,022.2 Book-to-Bill Ratio 0.9 to 1 1.1 to 1 0.8 to 1 December 31, (Dollars in millions) 2025 2024 2023 Funded Contract Backlog $ 492.9 $ 529.0 $ 543.5 Negotiated Unfunded Contract Backlog 2,455.6 2,589.6 2,466.0 Contract Backlog $ 2,948.5 $ 3,118.6 $ 3,009.5 Contract Backlog Coverage Ratio 2.5 to 1 2.5 to 1 2.4 to 1 Liquidity and Capital Resources Our working capital, which is current assets less current liabilities, at December 31, 2025 was $491.9 million, and our cash and cash equivalents were $161.2 million.
Assignment revenues, which totaled $1.7 billion (42.5 percent of total revenues), were down 16.3 percent year-over-year, reflecting continued softness in the portions of the Commercial Segment Business that are more sensitive to changes in the macroeconomic cycles (i.e., more cyclical). Gross Profit and Gross Margin The table below shows gross profit and gross margin by segment (in millions).
Assignment revenues, which totaled $1.5 billion (37.7 percent of total revenues), were down 13.8 percent year-over-year, reflecting con tinued softness in the portions of the Commercial Segment Business that are more sensitive to changes in the macroeconomic cycles. Gross Profit and Gross Margin The table below shows gross profit and gross margin by segment (in millions).
Revenues Revenues for the year were $4.1 billion, down 7.9 percent year-over-year.
Revenues Revenues for the year were $4.0 billion, down 2.9 percent year-over-year.
The book-to-bill ratio for our commercial consulting revenues is the ratio of Bookings to commercial consulting revenues for a specified period. The average duration of commercial consulting projects is approximately one year.
The book-to-bill ratio for our commercial consulting revenues is the ratio of Bookings to commercial consulting revenues for a specified period.
We have retention policies for our workers’ compensation liability exposures. The workers' compensation loss reserves are based upon an actuarial report obtained from a third party and are determined based on claims filed and claims incurred but not reported.
Long-Term Debt, and 10. Commitments and Contingencies in Item 8. Financial Statements and Supplementary Data . We have retention policies for our workers’ compensation liability exposures. The workers' compensation loss reserves are based upon an actuarial report obtained from a third party and are determined based on claims filed and claims incurred but not reported.
The weighted-average outstanding borrowings for 2024 and 2023 were $1.05 billion and the cash-based interest expense rate was 6.0 percent and 5.9 percent (excluding interest income and costs related to debt amendments), respectively. Provision for Income Taxes The provision for income taxes was $64.9 million, down from $78.4 million in 2023 due to lower income before income taxes.
The increase was due to higher outstanding borrowings. The weighted-average outstanding borrowings for 2025 and 2024 were $1.21 billion and 5.6 percent, and $1.05 billion and 6.0 percent, respectively. Provision for Income Taxes The provision for income taxes was $49.1 million, down from $64.9 million in 2024 due to lower income before income taxes.
Commitments and Contingencies — The following table sets forth, on an aggregate basis, the amounts of specified contractual cash obligations required to be paid in the future periods shown (in millions): Less than 1 year 1-3 years 3-5 years More than 5 years Total Long-term debt obligations (1) $ 62.0 $ 123.2 $ 627.7 $ 487.8 $ 1,300.7 Operating Leases (2) 22.5 33.3 15.5 2.7 74.0 Purchase obligations (3) 29.2 13.9 0.5 — 43.6 $ 113.7 $ 170.4 $ 643.7 $ 490.5 $ 1,418.3 _______ (1) Long-term debt obligations include principal payments and estimated interest and fees calculated based on the rates in effect at December 31, 2024.
Commitments and Contingencies — The following table sets forth, on an aggregate basis, the amounts of specified contractual cash obligations required to be paid in the future periods (in millions): Less than 1 year 1-3 years 3-5 years More than 5 years Total Long-term debt obligations (1) $ 68.8 $ 796.1 $ 516.6 $ — $ 1,381.5 Operating Leases (2) 23.8 31.3 11.9 2.0 69.0 Purchase obligations (3) 81.3 96.1 39.8 — 217.2 $ 173.9 $ 923.5 $ 568.3 $ 2.0 $ 1,667.7 _______ (1) Long-term debt obligations include principal payments and estimated interest and fees calculated based on the rates in effect at December 31, 2025.
(2) Represents the future minimum lease payments for non-cancelable operating leases. (3) Purchase obligations are non-cancelable job board service agreements and software subscriptions, maintenance, and license agreements. For additional information about these contractual cash obligations, see Notes 4. Leases, 8. Long-Term Debt and 9. Commitments and Contingencies in Item 8. Financial Statements and Supplementary Data .
(2) Represents the future minimum lease payments for non-cancelable operating leases. (3) Purchase obligations include non-cancelable job board service agreements, outsourcing services, software maintenance and license agreements and software subscriptions. In the fourth quarter of 2025, the Company entered into a multi-year contract for outsourcing services. For additional information about these contractual cash obligations, see Notes 5. Leases, 9.
For details on the Company’s senior secured credit facility, comprised of a revolving credit facility and term loan B, and unsecured senior notes, see Note 8. Long-Term Debt in Item 8. Financial Statements and Supplementary Data.
Net cash used in financing activities in 2024 was $333.2 million and primarily consisted of $327.2 million to repurchase the Company's common stock. For details on the Company’s senior secured credit facility, comprised of a revolving credit facility, term loan A, term loan B, and unsecured senior notes, see Note 9. Long-Term Debt in Item 8.
We believe that our cash and cash equivalents on hand, expected operating cash flows, and availability under our revolving credit facility will be sufficient to fulfill our obligations, working capital requirements, and capital expenditures for the next 12 months. Net cash provided by operating activities was $400.0 million in 2024, compared with $456.9 million in 2023.
We believe that our cash and cash equivalents on hand, expected operating cash flows, and availability under our revolving credit facility will be sufficient to fulfill our obligations, working capital requirements, capital expenditures, and anticipated acquisitions (see Note 17. Subsequent Events in Item 8. Financial Statements and Supplementary Data ) for the next 12 months and beyond.
The Federal Government Segment provides advanced IT solutions to the Department of Defense, the intelligence community, and key federal civilian agencies, namely the Department of Homeland Security. Virtually all of the Company's revenues are generated in the United States.
The Federal Government Segment provides advanced IT solutions in data and AI, cybersecurity, and enterprise transformation to some of the world's leading agencies in the public and private sectors. Virtually all of the Company's revenues are generated in the United States.
The undrawn stand-by letters of credit were $3.7 million at December 31, 2024 and 2023. We have a deferred compensation plan liability of $17.8 million and $16.6 million at December 31, 2024 and 2023, which was primarily included in other long-term liabilities in the accompanying consolidated balance sheets.
As of December 31, 2024, the plan assets and liabilities were $17.8 million, of which $1.7 million was included in other current assets and other current liabilities, and the remaining $16.1 million was included in other non-current assets and other long-term liabilities on the consolidated balance sheet.
Consolidated gross profit declined 7.5 percent on a revenue decline of 7.9 percent. Gross margin was 28.9 percent, an expansion of 10 basis points year-over-year, reflecting a higher mix of Commercial consulting revenues (which carry a higher gross margin than assignment revenues and Federal Government Segment revenues), as well as margin expansion in these revenues.
Consolidated gross profit declined 2.9 percent consistent with the decline in revenues, resulting in a consistent gross margin of 28.9 percent in each year. Gross margin for the Commercial Segment was up 30 basis points, reflecting a higher mix of consulting revenues.
Net cash provided by operating activities before changes in operating assets and liabilities was $353.9 million, compared with $400.8 million in 2023. Net cash provided by changes in operating assets and liabilities was $46.1 million, compared with $56.1 million in 2023.
Net cash provided by operating activities was $327.9 million in 2025, compared with $400.0 million in 2024. The year-over-year decrease primarily relates to changes in operating assets and liabilities which generated net cash outflow of $3.5 million in 2025 compared with net cash inflow of $46.1 million in 2024.
Federal Government Segment revenues, which are all consulting revenues, were $1.2 billion, down 3.5 percent year-over-year as stated above. Commercial Segment consulting revenues were $1.1 billion, up 3.0 percent year-over-year.
Federal Government Segment revenues, which are all consulting revenues, were $1.2 billion, down 3.3 percent year-over-ye a r mainly related to the loss of certain contracts as a result of initiatives associated with DOGE.
Commercial Segment revenues (70.0 percent of total revenues) were down 9.6 percent year-over-year and are categorized into five broad industry verticals: (i) Financial Services, (ii) Consumer and Industrials, (iii) Healthcare, (iv) Technology, Media and Telecom ("TMT"), and (v) Business and Government Services. The TMT industry vertical had low single-digit growth, while the remaining four industry verticals declined year-over-year.
The Consumer and Industrials industry was up low-teens and Healthcare was up low single digits, while the remaining three industries declined. Federal Government Segment revenues (29.9 percent of total revenues) were down 3.3 percent year-over-year. Federal Government Segment revenues are categorized into four customer types: (i) Defense and Intelligence, (ii) National Security, (iii) Civilian, and (iv) other clients.
Interest Expense, Net Interest expense, net, which consists primarily of cash-based interest expense, amortization and adjustments to deferred loan costs, and interest income, was $64.3 million, down from $66.4 million in 2023.
Financial Statements and Supplementary Data ), partially offset by lower amortization from older intangible assets that are reaching, or have reached, the end of their useful lives. Interest Expense, Net Interest expense, net, which consists primarily of cash-based interest expense, amortization and adjustments to deferred loan costs, and interest income, was $67.7 million, up from $64.3 million in 2024.
Net cash used in investing activities was $35.3 million and $40.5 million for 2024 and 2023 , respectively , and primarily related to capital expenditures. Net cash used in financing activities in 2024 was $333.2 million, and primarily consisted of $327.2 million to repurchase the Company's common stock and required principal payments of $5.0 million on the term loan B.
Net cash used in investing activities in 2024 was $35.3 million related to capital expenditures. 18 Net cash used in financing activities in 2025 was $29.4 million and primarily consisted of $170.1 million to repurchase the Company's common stock, offset by net borrowings under the senior secured credit facility totaling $138.7 million.
Removed
For the 2024 goodwill impairment test, the Company had three reporting units: Apex, Creative Circle and Federal Government. Following the impairment test, the Company aggregated the Apex and Creative Circle reporting units into a single reporting unit, now known as the Commercial reporting unit.
Added
Recognition of Goodwill and Acquired Intangible Assets — Determining the fair value of goodwill and intangible assets requires management's judgment, the use of significant estimates and assumptions and, in some cases, the utilization of independent valuation experts.
Removed
Before and after this change it is more likely than not the fair value of the Company's reporting units exceeded their carrying value.
Added
The most critical assumptions utilized in this determination are the future cash flow estimates associated with the acquired businesses, as well as discount rates and royalty rates applied to those cash flow estimates.
Removed
Federal Government Segment revenues (30.0 percent of total revenues), the sixth industry vertical, were down 3.5 percent year-over-year, reflecting lower third-party software licenses revenues compared with the prior year. Total IT consulting services revenues were $2.4 billion (57.5 percent of total revenues), down 0.5 percent year-over-year.
Added
Federal Civilian and Defense and Intelligence both declined year-over-year, while National Security was up. Total IT consulting services revenues were $2.5 billion (62.3 percent of total revenues), up 5.1 percent year-over-year. Commercial Segment consulting revenues were $1.3 billion, up 14.4 percent year-over-year.
Removed
The decrease in SG&A expenses was primarily due to lower compensation-related expense. Amortization of Intangible Assets Amortization of intangible assets was $58.1 million, down from $71.7 million in 2023.
Added
Gross margin for the Federal Government Segment was down 70 basis points, primarily due to a higher volume of revenues from low-margin software licenses, the loss of certain higher margin contracts as a result of initiatives associated with DOGE, and higher rates of fringe benefits.
Removed
This decrease was due to (i) the accelerated amortization method whereby most of our acquired intangibles have higher amortization rates at the beginning of their useful lives, and (ii) older intangibles reaching the end of their useful lives.
Added
SG&A expenses for the year ended December 31, 2025 included $26.5 million in acquisition, integration, and strategic planning expenses, inclusive of $5.2 million in charges related to strategic workforce optimization initiatives. Additionally, in 2025, there was a $4.4 million write-off charge related to previously capitalized costs for software enhancements that will no longer be placed into service.
Removed
The decrease was primarily the result of higher interest income and lower debt amendment fees (related to refinancing the senior secured credit facility in both periods), partially offset by higher interest expense on the senior secured credit facility.
Added
Amortization of Intangible Assets Amortization of intangible assets was $64.8 million, up from $58.1 million in 2024. The increase relates to amortization of intangible assets associated with the acquisition of TopBloc (see Note 6. Acquisition in Item 8.
Removed
The effective tax rate of 27.0 percent was slightly higher than the effective tax rate of 26.3 percent in 2023.
Added
The effective tax rate of 30.2 percent was higher than the effective tax rate of 27.0 percent in 2024. The increase in the effective income tax rate was primarily due to higher non-deductible executive compensation related to the termination of the Company’s deferred compensation plan (see Note 12. Stock-Based Compensation and Other Employee Benefit Plans in Item 8.
Removed
Net cash used in financing activities in 2023 was $310.9 million and primarily consisted of $273.1 million to repurchase the Company's common stock, net repayments of borrowings under the revolving credit facility totaling $31.5 million, a required quarterly principal payment of $1.3 million on the term loan B, as well as the effects 17 of the August 2023 amendments to the Company's senior secured credit facility which generated net proceeds of $8.0 million that were offset by related amendment costs.
Added
Financial Statements and Supplementary Data ), and tax shortfalls related to stock-based compensation arrangements.
Removed
We established a rabbi trust to fund the deferred compensation plan, which is primarily comprised of mutual funds measured at fair value using the net asset value practical expedient, and approximates the deferred compensation plan liability balances (see Note 11. Stock-Based Compensation and Other Employee Benefit Plans in Item 8. Financial Statements and Supplementary Data ).
Added
These changes are mainly attributable to accounts receivable days sales outstanding which increased in 2025 and decreased in 2024. The year-over-year decrease was also due to lower net cash provided by operating activities before changes in operating assets and liabilities, which was $331.4 million in 2025, compared with $353.9 million in 2024.
Added
Net cash used in investing activities in 2025 was $343.9 million, comprised of $304.1 million used to acquire TopBloc (see Note 6. Acquisition in Item 8. Financial Statements and Supplementary Data ) and $39.8 million used for capital expenditures.
Added
The undrawn stand-by letters of credit were $3.7 million at December 31, 2025 and 2024. During the second quarter of 2025, the Company terminated its deferred compensation plan (“DCP”). The final distribution of all participant account assets will occur in June 2026.
Added
As of December 31, 2025, the plan assets and liabilities were $19.1 million and were included in other current assets and other current liabilities on the consolidated balance sheet.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

2 edited+0 added−0 removed0 unchanged
Biggest changeFinancial Statements and Supplementary Data for a further description of our debt instruments. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in interest expense fluctuating approximately $4.9 million based on $493.8 million of debt outstanding for a 12-month period. We have not entered into any market risk sensitive instruments for trading purposes. 18
Biggest changeFinancial Statements and Supplementary Data for a further description of our debt instruments. A hypothetical 100 basis-point change in interest rates on variable-rate debt would have resulted in interest expense fluctuating approximately $6.3 million based on $632.6 million of debt outstanding for a 12-month period. We have not entered into any market risk sensitive instruments for trading purposes. 19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with interest rates. Our exposure to interest rate risk is associated with our debt instruments. See Note 8. Long-Term Debt in Item 8.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk We are exposed to certain market risks arising from transactions in the normal course of business, principally risks associated with interest rates. Our exposure to interest rate risk is associated with our debt instruments. See Note 9. Long-Term Debt in Item 8.

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