The information in this discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are based upon current expectations that involve risks and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. For example, the words "believes," "anticipates," "plans," "expects," "intends," and similar expressions are intended to identify forward-looking statements. Forward-looking statements include statements regarding our anticipated financial and operating performance for future periods. Our actual results could differ materially from those discussed herein. Factors that could cause or contribute to such differences include, but are not limited to, the following: (1) the continued negative impact of the current credit crisis and global economic slowdown; (2) actual demand for our services; (3) our ability to attract, train and retain qualified staffing consultants; (4) our ability to remain competitive in obtaining and retaining temporary staffing clients; (5) the availability of qualified contract nurses and other qualified contract professionals; (6) our ability to manage our growth efficiently and effectively; (7) continued performance of our information systems; and (8) other risks detailed from time to time in our reports filed with the Securities and Exchange Commission, including in our Annual Report on Form 10-K, under the section "Risk Factors" for the year ended December 31, 2008, as filed with the SEC on March 16, 2009 and this Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, as filed with the SEC on August 10, 2009. Other factors also may contribute to the differences between our forward-looking statements and our actual results. In addition, as a result of these and other factors, our past financial performance should not be relied on as an indication of future performance. All forward-looking statements in this document are based on information available to us as of the date we file this Quarterly Report on Form 10-Q, and we assume no obligation to update any forward-looking statement or the reasons why our actual results may differ.

OVERVIEW

On Assignment, Inc. is a diversified professional staffing firm providing flexible and permanent staffing solutions in specialty skills market including Laboratory/Scientific, Healthcare/Nursing, Physicians, Medical Financial, Information Technology and Engineering. We provide clients in these markets with short-term or long-term assignments of contract professionals, contract-to-permanent placement and direct placement of these professionals. Our business currently consists of four operating segments: Life Sciences, Healthcare, Physician, and IT and Engineering.

The Life Sciences segment includes our domestic and international life science staffing lines of business. We provide locally-based, contract life science professionals to clients in the biotechnology, pharmaceutical, food and beverage, medical device, personal care, chemical, nutraceutical, materials science, consumer products, environmental petrochemical and contract manufacturing industries. Our contract professionals include chemists, clinical research associates, clinical lab assistants, engineers, biologists, biochemists, microbiologists, molecular biologists, food scientists, regulatory affairs specialists, lab assistants and other skilled scientific professionals.

The Healthcare segment includes our Nurse Travel and Allied Healthcare lines of business. We offer our healthcare clients contract professionals, both locally-based and traveling, from more than ten healthcare and allied healthcare occupations. Our contract professionals include nurses, specialty nurses, health information management professionals, dialysis technicians, surgical technicians, imaging technicians, x-ray technicians, medical technologists, phlebotomists, coders, billers, claims processors and collections staff.

Our Physician segment consists of VISTA Staffing Solutions, Inc. (VISTA) which is a leading provider of physician staffing, known as locum tenens coverage, and permanent physician search services based in Salt Lake City, Utah. We provide short and long-term locum tenens and coverage and full-service physician search and consulting in the United States with capabilities in Australia and New Zealand. VISTA works with physicians from nearly all medical specialties, placing them in hospitals, community-based practices, and federal, state and local facilities.

Our IT and Engineering segment consists of Oxford Global Resources, Inc. (Oxford) which delivers high-end consultants with expertise in specialized information technology, software and hardware engineering, and mechanical, electrical, validation and telecommunications engineering fields. We combine international reach with local depth, serving clients through a network of Oxford International recruiting centers in the United States and Europe, and Oxford & Associates branch offices in major metropolitan markets across the United States. Oxford is based in Beverly, Massachusetts.

Second Quarter 2009 Update

The labor markets remained weak through the second quarter. However, demand for our services in the Life Sciences and IT and Engineering segments were stabilizing as of the end of the quarter as evidenced by a more consistent number of staff on assignment. The Physician segment continued to demonstrate solid performance. Demand for our Nurse Travel and Allied Healthcare lines of business continued to be impacted by hospitals cash constraints and lower patient demand.

Looking forward, we remain focused on maintaining our gross margins, enhancing our cash generation and maximizing the profits we can generate on our current low base of revenues. We believe our operating objectives will position the Company for strong future operating performance once U.S. labor markets stabilize.

Seasonality

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

RESULTS OF OPERATIONS

The following table summarizes selected statements of operations data expressed
as a percentage of revenues:

                                                  Three Months Ended             Six Months Ended
                                                       June 30,                      June 30,
                                                  2009           2008           2009          2008
                                                      (Unaudited)                  (Unaudited)
Revenues                                            100.0 %        100.0 %        100.0 %       100.0 %
Cost of services                                     67.2           67.5           67.8          68.2
Gross profit                                         32.8           32.5           32.2          31.8
Selling, general and administrative expenses         29.4           24.9           28.9          25.5
Operating income                                      3.4            7.6            3.3           6.3
Interest expense                                     (2.0 )         (0.8 )         (1.4 )        (1.6 )
Interest income                                       0.0            0.1            0.0           0.1
Income before income taxes                            1.4            6.9            1.9           4.8
Provision for income taxes                            0.8            3.0            0.9           2.0
Net income                                            0.6 %          3.9 %          1.0 %         2.8 %

CHANGES IN RESULTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008

Revenues


                                           Three Months Ended
                                                 June 30,                   Change
                                           2009          2008             $              %
   Revenues by segment (in thousands):          (Unaudited)
    Life Sciences                        $  22,749     $  32,122     $  (9,373 )     (29.2 %)
    Healthcare                              23,252        45,844       (22,592 )     (49.3 %)
    Physician                               23,320        21,814         1,506         6.9 %
    IT and Engineering                      32,513        56,302       (23,789 )     (42.3 %)
   Total Revenues                        $ 101,834     $ 156,082     $ (54,248 )     (34.8 %)

Total revenues decreased $54.2 million, or 34.8 percent, as a result of weakened demand in our IT and Engineering, Healthcare and Life Science segments.

Life Sciences segment revenues decreased $9.4 million, or 29.2 percent. The decrease in revenues was primarily attributable to a 25.8 percent decrease in the average number of contract professionals on assignment, as well as a $0.8 million, or 60.6 percent decrease in direct hire and conversion fee revenues. Based on our research and client feedback, we believe the year-over-year decrease in revenues is a direct result of our clients' decisions to focus more on cost containment than on completing projects, developing new products or enhancing existing product lines during this challenging economic period, and further tightening of venture capital funding along with a decline in the number of new investments in the life sciences sector.

The decrease in Healthcare segment revenues, which include our Nurse Travel and Allied Healthcare lines of business, consisted of a decrease in both the Nurse Travel and Allied Healthcare lines of business revenues. Nurse Travel revenues decreased $17.2 million, or 55.0 percent, to $14.0 million. The decrease in revenues was primarily attributable to a 50.9 percent decrease in the average number of nurses on assignment as well as a 2.4 percent decrease in the average bill rate. Allied Healthcare revenues decreased $5.4 million, or 37.0 percent, due to a 35.0 percent decrease in the average number of contract professionals on assignment, partially offset by a 4.5 percent increase in the average bill rate. Based on our research and client feedback, we believe the year-over-year decrease in revenues is attributable to less demand from hospitals and other healthcare facilities as a result of their reduced usage of contract professionals in response to declining endowment balances, charitable contributions and patient admissions.

Physician segment revenues increased $1.5 million, or 6.9 percent, as a result of continued demand for physician staffing services and an increase of 4.2 percent in the average bill rate, as well as $0.2 million, or a 38.0 percent increase in direct hire and conversion fee revenues. This increase was partially offset by a 14.6 percent decrease in the average number of physicians on assignment. Based on industry research, as well as information we have received from our clients, we believe the year-over-year increase in revenues reflects the continuing shortage of physicians, particularly in specialized disciplines which has allowed us to increase our bill rate and direct hire and conversion revenues.

The IT and Engineering segment revenues decreased $23.8 million, or 42.3 percent. The decrease in revenue was primarily due to a 37.5 percent decrease in the average number of contract professionals on assignment, as well as a 9.8 percent decrease in the average bill rate. In addition, reimbursable revenue for billable expenses decreased $1.2 million, or 56.6 percent. Based on information from our clients, the year-over-year decrease in revenues is a direct result of the current economic environment and the lack of capital available to clients for projects and programs.

Gross profit and gross margin

                                                                 Three Months Ended June 30,
                                                         2009                                  2008
                                            Gross Profit       Gross Margin       Gross Profit       Gross Margin
Gross profit and gross margin by segment
(in thousands):                                                          (Unaudited)
 Life Sciences                             $        7,244               31.8 %   $       10,602               33.0 %
 Healthcare                                         6,616               28.5 %           12,092               26.4 %
 Physician                                          7,584               32.5 %            6,702               30.7 %
 IT and Engineering                                11,953               36.8 %           21,268               37.8 %
Total gross profit and gross margin        $       33,397               32.8 %   $       50,664               32.5 %

The year-over-year gross profit decrease was primarily due to the decrease in revenues in the IT and Engineering, Life Sciences and Healthcare segments, partially offset by a 34 basis point expansion in consolidated gross margin. The increase in gross margin was primarily attributable to increases in margins in the Healthcare and Physician segments and a reduction in the percent of revenue related to the Nurse Travel line of business which has the lowest gross margin.

Life Sciences segment gross profit decreased $3.4 million, or 31.7 percent. The decrease in gross profit was primarily due to a 29.2 percent decrease in the segment revenues as well as a 117 basis point decrease in gross margin. The decrease in gross margin was predominantly due to a $0.8 million, or 60.6 percent decrease in direct hire and conversion fee revenues. The decrease in gross margin was slightly offset by a 0.2 percent increase in the bill/pay spread as a result of our continued focus on pricing policies.

Healthcare segment gross profit decreased $5.5 million, or 45.3 percent. The decrease in gross profit was due to a 49.3 percent decrease in the segment revenues, partially offset by a 2.1 percent increase in gross margin. Gross margin for the segment increased 207 basis points primarily due to a 109 basis point decrease in travel related expenses and a 61 basis point reduction in other employee related expenses, partially offset by a 5.8 percent decrease in the bill/pay spread and a reduction in permanent placement related revenues. This segment includes gross profit from the Nurse Travel and Allied Healthcare lines of business. Allied Healthcare gross profit decreased 34.4 percent and gross margin increased 135 basis points while Nurse Travel gross profit decreased 52.3 percent and gross margin increased 140 basis points.

Physician segment gross profit increased $0.9 million, or 13.2 percent. The increase in gross profit was primarily attributable to a 6.9 percent increase in revenues as well as a 1.8 percent increase in gross margin. Gross margin for the segment increased 180 basis points primarily due to a 10.3 percent increase in the bill/pay spread and an increase in conversion related revenue, partially offset by a 38.9 percent increase in medical malpractice expense.

IT and Engineering segment gross profit decreased $9.3 million, or 43.8 percent, primarily due to a 42.3 percent decrease in revenues as well as a 101 basis point decrease in gross margin. The decrease in gross margin was predominantly due to a 12.1 percent decrease in the bill/pay spread as a result of competitive and client pricing pressure.

Selling, general and administrative expenses

Selling, general and administrative (SG&A) expenses include field operating expenses, such as costs associated with our network of staffing consultants and branch offices for each of our four segments, including staffing consultant compensation, rent and other office expenses, as well as marketing and recruiting expenses for our contract professionals. SG&A expenses also include our corporate and branch office support expenses, such as the salaries of corporate operations and support personnel, recruiting and training expenses for field staff, marketing staff expenses, expenses related to being a publicly-traded company and other general and administrative expenses.

For the three months ended June 30, 2009, SG&A expenses decreased $8.8 million, or 22.8 percent, to $30.0 million from $38.8 million for the same period in 2008. The decrease in SG&A expenses was primarily due to a $6.9 million decrease in compensation and benefits as a result of decreased headcount as compared with the prior year. The decrease in SG&A expenses was also due to a $0.8 million decrease in amortization expense primarily related to a reduction of the amortization amount for intangible assets beginning in late 2008. Total SG&A expenses as a percentage of revenues increased to 29.4 percent for the three months ended June 30, 2009 from 24.9 percent in the same period in 2008, primarily due to revenue decreasing faster than SG&A expenses in the three months ended June 30, 2009.

Interest expense and interest income

Interest expense was $2.1 million and $1.3 million for the three months ended June 30, 2009 and 2008, respectively. Interest expense increased compared to the same period in 2008 due to higher interest rates resulting from the debt amendment completed in the first quarter of 2009, partially offset by lower average debt balances. Interest expense included a $0.7 million gain and $1.1 million gain, for the three months ended June 30, 2009 and 2008, respectively, for the mark-to-market adjustment on our interest rate swap. The swap expired on June 30, 2009 in accordance with the terms of the agreement, thus there was no related liability as of June 30, 2009. The related liability was $1.3 million as of December 31, 2008, which was included in the Consolidated Balance Sheets in other current liabilities.

Interest income was $47,000 and $0.2 million for the three months ended June 30, 2009 and 2008, respectively. Interest income in the current period decreased compared to the same period in 2008 due to lower account balances invested in interest-bearing accounts and lower average interest rates.

Provision for income taxes

The provision for income taxes was $0.8 million for the three months ended June 30, 2009 compared with $4.7 million for the same period in the prior year. The effective tax rate was 59.3 percent for the three months ended June 30, 2009 compared with 43.1 percent for the same period in 2008. The higher effective tax rate for the current quarter was due to the effects of the year-over-year and sequential quarterly decline in forecasted income before income taxes, which resulted in a higher estimated annual effective tax rate for 2009 than the effective rate for 2008 and the estimated rate used in calculating the provision in the first quarter of 2009.

CHANGES IN RESULTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008

Revenues



                                             Six Months Ended June 30,                 Change
                                               2009               2008             $                 %
Revenues by segment (in thousands):                 (Unaudited)
 Life Sciences                             $      48,125       $   64,705     $ (16,580 )         (25.6 %)
 Healthcare                                       54,763           90,369       (35,606 )         (39.4 %)
 Physician                                        45,064           42,393         2,671             6.3 %
 IT and Engineering                               70,684          111,028       (40,344 )         (36.3 %)
Total Revenues                             $     218,636       $  308,495     $ (89,859 )         (29.1 %)

Revenues decreased $89.9 million, or 29.1 percent, as a result of weakened demand in our IT and Engineering, Healthcare and Life Sciences segments.

Life Sciences segment revenues decreased $16.6 million, or 25.6 percent. The decrease in revenues was primarily attributable to a 23.0 percent decrease in the average number of contract professionals on assignment, as well as a $1.8 million, or 57.3 percent decrease in direct hire and conversion fees. These decreases were partially offset by a 0.8 percent increase in the average bill rate. Based on our research and client feedback, we believe the year-over-year decrease in revenues is a direct result of our clients' decisions to focus more on cost containment than on completing projects, developing new products or enhancing existing product lines during this challenging economic period and decreased venture capital funding along with a decline in the new investments in the life sciences sector.

The decrease in Healthcare segment revenues, which include our Nurse Travel and Allied Healthcare lines of business, consisted of a decrease in both the Nurse Travel and Allied Healthcare lines of business revenues. Nurse Travel revenues decreased $27.1 million, or 43.4 percent, to $35.4 million. The decrease in revenues was primarily attributable to a 36.8 percent decrease in the average number of nurses on assignment and $0.3 million, or 80.8 percent decrease in reimbursable revenue for billable expenses, as well as a 0.9 percent decrease in the average bill rate. Allied Healthcare revenues decreased $8.5 million, or 30.4 percent, due to a 26.5 percent decrease in the average number of contract professionals on assignment, partially offset by a 3.2 percent increase in the average bill rate. Based on our research and client feedback, we believe the year-over-year decrease in revenues is attributable to less demand from hospitals and other healthcare facilities as a result of their reduced usage of contract professionals in response to declining endowment balances, charitable contributions and patient admissions.

Physician segment revenues increased $2.7 million, or 6.3 percent, as a result of continued demand for physician staffing services and an increase of 6.4 percent in the average bill rate. This increase was partially offset by a 7.4

percent decrease in average number of physicians on assignment and $0.4 million, or a 13.4 percent, decrease in reimbursable revenue for billable expenses. Based on industry research as well as information we have received from our clients, we believe the year-over-year increase in revenues reflects the continuing shortage of physicians, particularly in specialized disciplines which has allowed us to increase our bill rate.

The IT and Engineering segment revenues decreased $40.3 million, or 36.3 percent. The decrease in revenues was primarily due to a 33.3 percent decrease in the average number of contract professionals on assignment, as well as a 7.1 percent decrease in the average bill rate. In addition, reimbursable revenue for billable expenses decreased $2.1 million, or 48.3 percent. Based on information from our clients, the year-over-year decrease in revenues is partly a direct result of the current economic environment and the lack of capital available to clients for projects and programs.

Gross profit and gross margin

                                                                  Six Months Ended June 30,
                                                         2009                                  2008
                                            Gross Profit       Gross Margin       Gross Profit       Gross Margin
Gross profit and gross margin by segment
 (in thousands):                                                         (Unaudited)
 Life Sciences                             $       15,346               31.9 %   $       21,317               32.9 %
 Healthcare                                        14,923               27.3 %           22,856               25.3 %
 Physician                                         14,126               31.3 %           12,512               29.5 %
 IT and Engineering                                25,986               36.8 %           41,407               37.3 %
Total gross profit and gross margin        $       70,381               32.2 %   $       98,092               31.8 %

The year-over-year gross profit decrease was primarily due to the decrease in revenues in the IT and Engineering, Healthcare and Life Sciences segments, partially offset by a 39 basis point expansion in consolidated gross margin. The increase in gross margin was primarily attributable to increases in margins in the Healthcare and Physician segments and a reduction in the percentage of revenue attributable to our nurse travel line of business which has the lowest gross margin.

Life Sciences segment gross profit decreased $6.0 million, or 28.0 percent. The decrease in gross profit was primarily due to a 25.6 percent decrease in the segment revenues, as well as a 106 basis point decrease in gross margin. The decrease in gross margin was predominantly due to a $1.8 million, or a 57.3 percent decrease in direct hire and conversion fee revenues. The decrease in gross margin was partially offset by a 50.0 percent decrease in workers' compensation expense as a result of both lower claim frequency and favorable settlements and a 1.8 percent increase in the bill/pay spread as a result of our continued focus on pricing policies.

Healthcare segment gross profit decreased $7.9 million, or 34.7 percent. The decrease in gross profit was due to a 39.4 percent decrease in the segment revenues, partially offset by a 2.0 percent increase in gross margin. Gross margin for the segment increased 196 basis points due in part to $0.6 million or an 86.9 percent decrease in workers' compensation expense as a result of efforts in closely managing historical claims and $1.8 million or a 98 basis point decrease in travel related expenses, partially offset by a 62 basis point increase in other employee related expenses. This segment includes gross profit from the Nurse Travel and Allied Healthcare lines of business. Allied Healthcare gross profit decreased 27.1 percent and gross margin increased 151 basis points while Nurse Travel gross profit decreased 39.5 percent and gross margin increased 157 basis points.

Physician segment gross profit increased $1.6 million, or 12.9 percent. The increase in gross profit was primarily attributable to a 6.3 percent increase in revenues, as well as a 1.8 percent increase in gross margin. Gross margin for the segment increased 183 basis points primarily due to a 15.0 percent increase in the bill/pay spread, partially offset by increased medical malpractice expense, which included a $0.6 million non-cash expense related to the Company's adjustment of the discount rate applied to our medical malpractice liability because of the decrease in interest rates.

IT and Engineering segment gross profit decreased $15.4 million, or 37.2 percent, primarily due to a 36.3 percent decrease in revenues and a 0.5 percent decrease in gross margin. Gross margin for the segment decreased 53 basis points primarily due to an 8.9 percent decrease in bill/pay spread as a result of competitive and client pricing pressure.

Selling, general and administrative expenses

For the six months ended June 30, 2009, SG&A expenses decreased $15.4 million, or 19.6 percent, to $63.1 million from $78.5 million for the same period in . . .