##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-Q

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

For the quarterly period ended June 30, 2003

OR

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

For the transition period from to

Commission file number 1-5519

CDI CORP.




(Exact name of Registrant as specified in its charter)


|                                       |  |                       
|-------------------------------------- |  | ----------------------
|Pennsylvania                           |  | 23-2394430            
|                                       |  |                       
|(State or other jurisdic-              |  | (I.R.S. Employer      
|tion of incorporation or
organization) |  | Identification Number)

1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768

(Address of principal executive offices)


Registrants telephone number, including area code:  (215) 569-2200

Indicate whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes (X)   No  (   )

Indicate whether the Registrant is an accelerated filer (as defined in
Section 12b-2 of the Exchange Act.)

Yes (X)   No  (   )

Outstanding shares of each of the Registrants classes of common stock as
of July 30, 2003 were:

|                                     |  |                  
|------------------------------------ |  | -----------------
|Common stock, $.10 par value         |  | 19,445,697 shares
|Class B common stock, $.10 par value |  | None             





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TABLE OF CONTENTS



|                                         |                                                                                              |                                                 |  |  |  |  |  | 
|---------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION           
|                                         | Item 1. FINANCIAL STATEMENTS                                                                
|                                         |                                                                                              | Consolidated Balance Sheets                    
|                                         |                                                                                              | Consolidated Statements of Earnings            
|                                         |                                                                                              | Consolidated Statements of Shareholders Equity
|                                         |                                                                                              | Consolidated Statements of Cash Flows          
|                                         |                                                                                              | Notes to Consolidated Financial Statements     
|                                         | Item 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                         | Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|                                         | Item 4.CONTROLS AND PROCEDURES                                                              
|PART II. OTHER INFORMATION              
|                                         | Item 2. CHANGES IN SECURITIES AND USE OF PROCEEDS                                           
|                                         | Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                 
|                                         | Item 6. EXHIBITS AND REPORTS ON FORM 8-K                                                    
|SIGNATURES                              
|INDEX TO EXHIBITS                       
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER
|CERTIFICATION OF CHIEF FINANCIAL OFFICER
|CERTIFICATION OF CEO & CFO, SECTION 906 



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##### Table of Contents



CDI CORP.

Table of Contents

|                  |                       |  |    |                                                                                               |                                                                                                                                                                   |  |    |   | 
|----------------- | --------------------- |  | -- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -- | - | 
|Part I:           | FINANCIAL INFORMATION |  |    |                                                                                               |                                                                                                                                                                  
|                  |                       |  |    | Item 1. Financial Statements                                                                  |                                                                                                                                                                   |  |    |  
|                  |                       |  |    |                                                                                               | Consolidated Balance Sheets as of December 31, 2002 and June 30, 2003 (unaudited)                                                                                 |  |    | 3 | 
|                  |                       |  |    |                                                                                               | Consolidated Statements of Earnings for the three months ended June 30, 2002 and
2003 and for the six months ended June 30, 2002 and 2003 (unaudited)             |  |    | 5 | 
|                  |                       |  |    |                                                                                               | Consolidated Statements of Shareholders Equity for the three months ended June
30, 2002 and 2003 and for the six months ended June 30, 2002 and 2003
(unaudited) |  |    | 6 | 
|                  |                       |  |    |                                                                                               | Consolidated Statements of Cash Flows for the six months ended June 30, 2002 and
2003 (unaudited)                                                                 |  |    | 7 | 
|                  |                       |  |    |                                                                                               | Notes to Consolidated Financial Statements                                                                                                                        |  |    | 8 | 
|                  |                       |  |    | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                                                                   |  | 15 |  
|                  |                       |  |    | Item 3. Quantitative and Qualitative Disclosures about Market Risks                           |                                                                                                                                                                   |  | 22 |  
|                  |                       |  |    | Item 4. Controls and Procedures                                                               |                                                                                                                                                                   |  | 22 |  
|Part II:          | OTHER INFORMATION     |  |    |                                                                                               |                                                                                                                                                                  
|                  |                       |  |    | Item 2. Changes in Securities and Use of Proceeds                                             |                                                                                                                                                                   |  | 23 |  
|                  |                       |  |    | Item 4. Submission of Matters to a Vote of Security Holders                                   |                                                                                                                                                                   |  | 23 |  
|                  |                       |  |    | Item 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                                   |  | 24 |  
|SIGNATURES        |                       |  | 25 |                                                                                              
|INDEX TO EXHIBITS |                       |  | 26 |                                                                                              

2



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##### Table of Contents






PART I. FINANCIAL INFORMATION




Item 1.
FINANCIAL STATEMENTS


CDI CORP. AND SUBSIDIARIES




Consolidated Balance Sheets(In thousands, except share data)


|                       |                                                                                                                 |                      |         |             |         |              |         |         |         | 
|---------------------- | --------------------------------------------------------------------------------------------------------------- | -------------------- | ------- | ----------- | ------- | ------------ | ------- | ------- | ------- | 
|                       |                                                                                                                 |                      |         | June 30,    |         |             
|                       |                                                                                                                 |                      |         | 2003        |         | December 31,
|                       |                                                                                                                 |                      |         | (unaudited) |         | 2002        
|                       |                                                                                                                 |                      |         |             |         |             
|Assets                 |                                                                                                                 |                      |         |             |         |              |         |        
|Current assets:        |                                                                                                                 |                      |         |             |         |              |         |        
|                       | Cash and cash equivalents                                                                                       |                      | $       | 46,614      |         |              |         | 41,148  |        
|                       | Accounts receivable, less allowance for
doubtful accounts of $4,987 - June 30,
2003; $7,683 - December 31, 2002 |                      |         | 204,175     |         |              |         | 189,557 |        
|                       | Short-term investments                                                                                          |                      |         | 58,764      |         |              |         | 58,477  |        
|                       | Prepaid expenses and other                                                                                      |                      |         | 9,235       |         |              |         | 6,403   |        
|                       | Income taxes receivable                                                                                         |                      |         | 1,972       |         |              |         | 6,101   |        
|                       | Deferred income taxes                                                                                           |                      |         | 10,499      |         |              |         | 13,195  |        
|                       |                                                                                                                 |                      |         |             |         |              |         |        
|                       |                                                                                                                 | Total current assets |         |             | 331,259 |              |         |         | 314,881 | 
|                       |                                                                                                                 |                      |         |             |         |              |         |        
|Fixed assets, at cost: |                                                                                                                 |                      |         |             |         |              |         |        
|                       | Computers and systems                                                                                           |                      |         | 81,423      |         |              |         | 75,815  |        
|                       | Equipment and furniture                                                                                         |                      |         | 26,214      |         |              |         | 27,213  |        
|                       | Leasehold improvements                                                                                          |                      |         | 12,585      |         |              |         | 12,082  |        
|                       |                                                                                                                 |                      |         |             |         |              |         |         |        
|                       |                                                                                                                 |                      | 120,222 |             |         |              | 115,110 |        
|                       | Accumulated depreciation                                                                                        |                      |         | (90,593     | )       |              |         | (85,976 | )      
|                       |                                                                                                                 |                      |         |             |         |              |         |        
|                       |                                                                                                                 | Fixed assets, net    |         |             | 29,629  |              |         |         | 29,134  | 
|                       |                                                                                                                 |                      |         |             |         |              |         |        
|Deferred income taxes  |                                                                                                                 |                      | 9,339   |             |         |              | 11,750  |        
|Goodwill, net          |                                                                                                                 |                      | 68,134  |             |         |              | 68,334  |        
|Other assets           |                                                                                                                 |                      | 6,074   |             |         |              | 8,675   |        
|                       |                                                                                                                 |                      |         |             |         |              |         |         |        
|                       |                                                                                                                 | Total assets         |         | $           | 444,435 |              |         |         | 432,774 | 
|                       |                                                                                                                 |                      |         |             |         |              |         |        

See accompanying notes to consolidated financial statements.

3



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CDI CORP. AND SUBSIDIARIES
Consolidated Balance Sheets(In thousands, except share data)

|                                     |                                                                                                                                               |                                            |       |             |         |              |       |         |         | 
|------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ----------- | ------- | ------------ | ----- | ------- | ------- | 
|                                     |                                                                                                                                               |                                            |       | June 30,    |         |             
|                                     |                                                                                                                                               |                                            |       | 2003        |         | December 31,
|                                     |                                                                                                                                               |                                            |       | (unaudited) |         | 2002        
|                                     |                                                                                                                                               |                                            |       |             |         |             
|Liabilities and Shareholders Equity |                                                                                                                                               |                                            |       |             |         |              |       |        
|Current liabilities:                 |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     | Obligations not liquidated because of
outstanding checks                                                                                      |                                            | $     | 13,412      |         |              |       | 5,978   |        
|                                     | Accounts payable                                                                                                                              |                                            |       | 21,451      |         |              |       | 25,008  |        
|                                     | Withheld payroll taxes                                                                                                                        |                                            |       | 4,412       |         |              |       | 2,773   |        
|                                     | Accrued
compensation and related costs                                                                                                        |                                            |       | 49,110      |         |              |       | 52,914  |        
|                                     | Accrued expenses and other                                                                                                                    |                                            |       | 24,254      |         |              |       | 29,808  |        
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     |                                                                                                                                               | Total current liabilities                  |       |             | 112,639 |              |       |         | 116,481 | 
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|Deferred compensation                |                                                                                                                                               |                                            | 8,592 |             |         |              | 8,492 |        
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     |                                                                                                                                               | Total liabilities                          |       |             | 121,231 |              |       |         | 124,973 | 
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|Shareholders equity:                |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     | Preferred stock, $.10 par value -
authorized 1,000,000 shares; none issued                                                                    |                                            |       |            |         |              |       |        |        
|                                     | Common stock, $.10 par value -
authorized 100,000,000 shares; issued
20,385,268 shares - June 30, 2003; 20,313,915
shares - December 31, 2002 |                                            |       | 2,039       |         |              |       | 2,031   |        
|                                     | Class B common stock, $.10 par value -
authorized 3,174,891 shares; none issued                                                               |                                            |       |            |         |              |       |        |        
|                                     | Additional paid-in capital                                                                                                                    |                                            |       | 24,519      |         |              |       | 22,975  |        
|                                     | Retained earnings                                                                                                                             |                                            |       | 317,902     |         |              |       | 306,339 |        
|                                     | Accumulated other comprehensive income (loss)                                                                                                 |                                            |       | 1,546       |         |              |       | (610    | )      
|                                     | Unamortized value of restricted stock issued                                                                                                  |                                            |       | (668        | )       |              |       | (800    | )      
|                                     | Less common stock in treasury, at cost -
958,465 shares - June 30, 2003 and
December 31, 2002                                                 |                                            |       | (22,134     | )       |              |       | (22,134 | )      
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     |                                                                                                                                               | Total shareholders equity                 |       |             | 323,204 |              |       |         | 307,801 | 
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        
|                                     |                                                                                                                                               | Total liabilities and shareholders equity |       | $           | 444,435 |              |       |         | 432,774 | 
|                                     |                                                                                                                                               |                                            |       |             |         |              |       |        

See accompanying notes to consolidated financial statements.

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CDI CORP. AND SUBSIDIARIES




Consolidated Statements of Earnings(In thousands, except per share data; unaudited)


|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |       |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------- | - | ------------------ | ---- | ---------------- |  | ------- | ---- | ---- |  | ------- | ---- |  |  | ------- | ----- | -
|                                                                                                                                                       |                                                                     |   | Three months ended |      | Six months ended
|                                                                                                                                                       |                                                                     |   | June 30,           |      | June 30,        
|                                                                                                                                                       |                                                                     |   |                    |      |                 
|                                                                                                                                                       |                                                                     |   | 2003               |      | 2002             |  | 2003    |      | 2002
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |     
|Revenues                                                                                                                                               |                                                                     | $ | 269,994            |      |                  |  | 298,415 |      |      |  | 539,520 |      |  |  | 611,549 |      
|Cost of services                                                                                                                                       |                                                                     |   | 204,824            |      |                  |  | 220,489 |      |      |  | 405,974 |      |  |  | 454,299 |      
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Gross profit                                                                                                                                           |                                                                     |   | 65,170             |      |                  |  | 77,926  |      |      |  | 133,546 |      |  |  | 157,250 |      
|Operating and administrative costs                                                                                                                     |                                                                     |   | 56,452             |      |                  |  | 75,569  |      |      |  | 116,466 |      |  |  | 155,208 |      
|Provision for restructure                                                                                                                              |                                                                     |   |                   |      |                  |  |        |      |      |  |        |      |  |  | 4,053   |      
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Operating profit (loss)                                                                                                                                |                                                                     |   | 8,718              |      |                  |  | 2,357   |      |      |  | 17,080  |      |  |  | (2,011  | )    
|Interest (income) expense, net                                                                                                                         |                                                                     |   | (252               | )    |                  |  | 43      |      |      |  | (626    | )    |  |  | 128     |      
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations before
income taxes, minority interests, discontinued
operations and cumulative effect of accounting change |                                                                     |   | 8,970              |      |                  |  | 2,314   |      |      |  | 17,706  |      |  |  | (2,139  | )    
|Income tax expense (benefit)                                                                                                                           |                                                                     |   | 2,867              |      |                  |  | 802     |      |      |  | 6,143   |      |  |  | (791    | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations
before minority interests, discontinued operations,
and cumulative effect of accounting change              |                                                                     |   | 6,103              |      |                  |  | 1,512   |      |      |  | 11,563  |      |  |  | (1,348  | )    
|Minority interests                                                                                                                                     |                                                                     |   |                   |      |                  |  | 69      |      |      |  |        |      |  |  | 135     |      
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations before
discontinued operations and cumulative effect of
accounting change                                   |                                                                     |   | 6,103              |      |                  |  | 1,443   |      |      |  | 11,563  |      |  |  | (1,483  | )    
|Discontinued operations (loss) profit                                                                                                                  |                                                                     |   |                   |      |                  |  | (70     | )    |      |  |        |      |  |  | 398     |      
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations
before cumulative effect of accounting change                                                               |                                                                     |   | 6,103              |      |                  |  | 1,373   |      |      |  | 11,563  |      |  |  | (1,085  | )    
|Cumulative effect of change in accounting for
goodwill, net of tax                                                                                     |                                                                     |   |                   |      |                  |  |        |      |      |  |        |      |  |  | (13,968 | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Net earnings (loss)                                                                                                                                    |                                                                     | $ | 6,103              |      |                  |  | 1,373   |      |      |  | 11,563  |      |  |  | (15,053 | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|Basic earning (loss) per share:                                                                                                                        |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|                                                                                                                                                       | Earnings (loss) from continuing operations
before accounting change |   | $                  | 0.32 |                  |  |         | 0.08 |      |  |         | 0.60 |  |  |         | (0.08 | )
|                                                                                                                                                       | Discontinued operations                                             |   | $                  |     |                  |  |         |     |      |  |         |     |  |  |         | 0.02  |  
|                                                                                                                                                       | Cumulative effect of accounting change, net of tax                  |   | $                  |     |                  |  |         |     |      |  |         |     |  |  |         | (0.73 | )
|                                                                                                                                                       | Net earnings (loss)                                                 |   | $                  | 0.32 |                  |  |         | 0.07 |      |  |         | 0.60 |  |  |         | (0.79 | )
|Diluted earning (loss) per share:                                                                                                                      |                                                                     |   |                    |      |                  |  |         |      |      |  |         |      |  |  |         |      
|                                                                                                                                                       | Earnings (loss) from continuing operations
before accounting change |   | $                  | 0.31 |                  |  |         | 0.07 |      |  |         | 0.59 |  |  |         | (0.08 | )
|                                                                                                                                                       | Discontinued operations                                             |   | $                  |     |                  |  |         |     |      |  |         |     |  |  |         | 0.02  |  
|                                                                                                                                                       | Cumulative effect of accounting change, net of tax                  |   | $                  |     |                  |  |         |     |      |  |         |     |  |  |         | (0.73 | )
|                                                                                                                                                       | Net earnings (loss)                                                 |   | $                  | 0.31 |                  |  |         | 0.07 |      |  |         | 0.59 |  |  |         | (0.79 | )

See accompanying notes to consolidated financial statements.

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CDI CORP. AND SUBSIDIARIES




Consolidated Statements of Shareholders Equity(In thousands; unaudited)


|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|-------------------------------------------- | --------------------------------------- | - | ------------------ | ------- | ---------------- |  | ------ | ------- | ---- |  | ------ | ------- | - |  | ------- | ------- | -
|                                             |                                         |   | Three months ended |         | Six months ended
|                                             |                                         |   | June 30,           |         | June 30,        
|                                             |                                         |   |                    |         |                 
|                                             |                                         |   | 2003               |         | 2002             |  | 2003   |         | 2002
|                                             |                                         |   |                    |         |                  |  |        |         |     
|Common stock                                 |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | 2,034   |                  |  |        | 2,013   |      |  |        | 2,031   |   |  |         | 2,008   |  
|                                             | Exercise of stock options               |   |                    | 3       |                  |  |        | 9       |      |  |        | 4       |   |  |         | 12      |  
|                                             | Stock purchase plans                    |   |                    | 2       |                  |  |        | 1       |      |  |        | 4       |   |  |         | 3       |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             | End of period                           |   | $                  | 2,039   |                  |  |        | 2,023   |      |  |        | 2,039   |   |  |         | 2,023   |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Additional paid-in capital                   |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | 23,424  |                  |  |        | 18,745  |      |  |        | 22,975  |   |  |         | 17,629  |  
|                                             | Exercise of stock options               |   |                    | 579     |                  |  |        | 1,882   |      |  |        | 703     |   |  |         | 2,554   |  
|                                             | Restricted stock-vesting/forfeiture     |   |                    |        |                  |  |        |        |      |  |        |        |   |  |         | 4       |  
|                                             | Restricted stock-change in value        |   |                    | (1      | )                |  |        | 14      |      |  |        | (3      | ) |  |         | 22      |  
|                                             | Stock purchase plans                    |   |                    | 517     |                  |  |        | 247     |      |  |        | 844     |   |  |         | 679     |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             | End of period                           |   | $                  | 24,519  |                  |  |        | 20,888  |      |  |        | 24,519  |   |  |         | 20,888  |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Retained earnings                            |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | 311,799 |                  |  |        | 299,272 |      |  |        | 306,339 |   |  |         | 315,698 |  
|                                             | Net earnings (loss)                     |   |                    | 6,103   |                  |  |        | 1,373   |      |  |        | 11,563  |   |  |         | (15,053 | )
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             | End of period                           |   | $                  | 317,902 |                  |  |        | 300,645 |      |  |        | 317,902 |   |  |         | 300,645 |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Accumulated other comprehensive loss         |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | (810    | )                |  |        | (2,445  | )    |  |        | (610    | ) |  |         | (2,038  | )
|                                             | Foreign currency translation adjustment |   |                    | 2,356   |                  |  |        | 1,189   |      |  |        | 2,156   |   |  |         | 782     |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             |                                         | $ | 1,546              |         |                  |  | (1,256 | )       |      |  | 1,546  |         |   |  | (1,256  | )      
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Unamortized value of restricted stock issued |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | (737    | )                |  |        | (633    | )    |  |        | (800    | ) |  |         | (690    | )
|                                             | Restricted stock-vesting/forfeiture     |   |                    |        |                  |  |        |        |      |  |        |        |   |  |         | 10      |  
|                                             | Restricted stock-change in value        |   |                    | 1       |                  |  |        | (14     | )    |  |        | 3       |   |  |         | (22     | )
|                                             | Restricted stock-amortization of value  |   |                    | 68      |                  |  |        | 56      |      |  |        | 129     |   |  |         | 111     |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             | End of period                           |   | $                  | (668    | )                |  |        | (591    | )    |  |        | (668    | ) |  |         | (591    | )
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Treasury stock                               |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Beginning of period                     |   | $                  | (22,134 | )                |  |        | (21,967 | )    |  |        | (22,134 | ) |  |         | (21,957 | )
|                                             | Restricted stock-vesting/forfeiture     |   |                    |        |                  |  |        |        |      |  |        |        |   |  |         | (10     | )
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             | End of period                           |   | $                  | (22,134 | )                |  |        | (21,967 | )    |  |        | (22,134 | ) |  |         | (21,967 | )
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|Comprehensive income (loss)                  |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |        
|                                             | Net earnings (loss)                     |   | $                  | 6,103   |                  |  |        | 1,373   |      |  |        | 11,563  |   |  |         | (15,053 | )
|                                             | Foreign
currency translation adjustment |   |                    | 2,356   |                  |  |        | 1,189   |      |  |        | 2,156   |   |  |         | 782     |  
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  
|                                             |                                         | $ | 8,459              |         |                  |  | 2,562  |         |      |  | 13,719 |         |   |  | (14,271 | )      
|                                             |                                         |   |                    |         |                  |  |        |         |      |  |        |         |   |  |         |         |  

See accompanying notes to consolidated financial statements.

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CDI CORP. AND SUBSIDIARIES




Consolidated Statements of Cash Flows(In thousands; unaudited)


|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|------------------------------------------------ | ------------------------------------------------------------------ | - | ---------------- | ------- | ---- |  | ------- | ------- | -
|                                                 |                                                                    |   | Six months ended
|                                                 |                                                                    |   | June 30,        
|                                                 |                                                                    |   |                 
|                                                 |                                                                    |   | 2003             |         | 2002
|                                                 |                                                                    |   |                  |         |     
|Continuing Operations                            |                                                                    |   |                  |         |      |  |         |        
|Operating activities:                            |                                                                    |   |                  |         |      |  |         |        
|                                                 | Net earnings (loss)                                                |   | $                | 11,563  |      |  |         | (15,053 | )
|                                                 | Net income from discontinued operations                            |   |                  |        |      |  |         | (398    | )
|                                                 | Cumulative effect of change in accounting for goodwill, net of
tax |   |                  |        |      |  |         | 13,968  |  
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|                                                 | Earnings (loss) from continuing operations                         |   |                  | 11,563  |      |  |         | (1,483  | )
|                                                 | Minority interests                                                 |   |                  |        |      |  |         | 135     |  
|                                                 | Depreciation                                                       |   |                  | 6,893   |      |  |         | 16,181  |  
|                                                 | Non cash provision for restructure                                 |   |                  |        |      |  |         | 3,205   |  
|                                                 | Decrease (increase) in deferred and prepaid income taxes           |   |                  | 9,236   |      |  |         | (2,519  | )
|                                                 | (Increase) decrease in accounts receivable                         |   |                  | (14,618 | )    |  |         | 33,232  |  
|                                                 | Decrease in payables and accrued expenses                          |   |                  | (11,273 | )    |  |         | (10,398 | )
|                                                 | Other                                                              |   |                  | 2,393   |      |  |         | 660     |  
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|                                                 |                                                                    |   | 4,194            |         |      |  | 39,013  |        
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|Investing activities:                            |                                                                    |   |                  |         |      |  |         |        
|                                                 | Purchases of fixed assets                                          |   |                  | (7,786  | )    |  |         | (4,853  | )
|                                                 | Purchases of short-term investments, net                           |   |                  | (287    | )    |  |         | (15,033 | )
|                                                 | Acquisitions net of cash acquired                                  |   |                  |        |      |  |         | (791    | )
|                                                 | Other                                                              |   |                  | 475     |      |  |         | 1,451   |  
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|                                                 |                                                                    |   | (7,598           | )       |      |  | (19,226 | )      
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|Financing activities:                            |                                                                    |   |                  |         |      |  |         |        
|                                                 | Payments on long-term debt                                         |   |                  |        |      |  |         | (928    | )
|                                                 | Obligations not liquidated because of outstanding checks           |   |                  | 7,434   |      |  |         | (1,421  | )
|                                                 | Proceeds from stock plans                                          |   |                  | 1,436   |      |  |         | 2,604   |  
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|                                                 |                                                                    |   | 8,870            |         |      |  | 255     |        
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|Net cash flows from continuing operations        |                                                                    |   | 5,466            |         |      |  | 20,042  |        
|Net cash flows from discontinued operations      |                                                                    |   |                 |         |      |  | 8,618   |        
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|Increase in cash and cash equivalents            |                                                                    |   | 5,466            |         |      |  | 28,660  |        
|Cash and cash equivalents at beginning of period |                                                                    |   | 41,148           |         |      |  | 26,255  |        
|                                                 |                                                                    |   |                  |         |      |  |         |         |  
|Cash and cash equivalents at end of period       |                                                                    | $ | 46,614           |         |      |  | 54,915  |        
|                                                 |                                                                    |   |                  |         |      |  |         |         |  

See accompanying notes to consolidated financial statements.

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CDI Corp.




Notes to Consolidated Financial Statements
June 30, 2003(Dollars in thousands, except per share amounts)
(unaudited)


1.     Basis of Presentation

The accompanying consolidated financial statements of CDI Corp. (CDI or the
Company) are unaudited. The balance sheet as of December 31, 2002 is derived
from the audited balance sheet of the Company at that date. These statements
have been prepared in accordance with the rules and regulations of the
Securities and Exchange Commission pertaining to reports on Form 10-Q and
should be read in conjunction with the Companys consolidated financial
statements and the notes thereto for the year ended December 31, 2002 reported
in Form 10-K, filed March 27, 2003. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations.

The consolidated financial statements for the unaudited interim periods
presented include all adjustments (consisting of only normal, recurring
adjustments) necessary for a fair presentation of financial position, results
of operations and cash flows for such interim periods. Certain amounts in
prior periods have been reclassified to conform to the current period
classification.

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts
of assets and liabilities, revenues and expenses and disclosure of contingent
assets and liabilities. Actual results could differ from those estimates.
Results for the three month and six month periods ended June 30, 2003 are not
necessarily indicative of results that may be expected for the full year or any
portion thereof.

2.     New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard No. 146 (SFAS 146) Accounting for
Costs Associated with Exit or Disposal Activities, which supersedes Emerging
Issues Task Force Number 94-3, (EITF No. 94-3), Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146 requires
companies to recognize costs associated with exit or disposal activities when
they are incurred, rather than at the date of a commitment to an exit or
disposal plan as required by EITF No. 94-3. SFAS 146 is effective for
restructuring activities initiated after December 31, 2002. This Statement
does not require companies to adjust restructuring reserves recorded before
2003. The Company will apply SFAS 146 to any future restructurings.

Effective December 15, 2002, the Company adopted FASB Interpretation Number 45
(FIN 45) Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. This Interpretation
elaborates on the disclosures to be made by a guarantor in its interim and
annual financial statements about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Company has assessed this
Interpretation and has provided the necessary disclosures on Form 10-K filed
with the SEC on March 27, 2003 in Note 16 of the Notes to Consolidated
Financial Statements. For the six months ended June 30, 2003, there were no
significant changes from year-end.

In December 2002, the FASB issued Statement of Financial Accounting Standard
No. 148 (SFAS 148) - Accounting for Stock-Based
CompensationTransition and
Disclosurean amendment of FASB Statement No. 123. This Statement amends FASB
Statement No. 123 (SFAS 123); Accounting for Stock-Based Compensation,to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this Statement amends the disclosure requirements of SFAS 123 to
require prominent disclosures in both annual and interim financial statements
about

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the method of accounting for stock-based employee compensation and the effect
of the method used on reported results. The required interim disclosure is
shown in Note 8. The transition provisions of SFAS 148 are effective for years
beginning after December 15, 2002. The Company is currently assessing the
potential impact this Statement may have on the Companys financial position or
results of operations should it elect to apply the transition provisions of
this Statement.

In January 2003, the FASB issued FASB Interpretation Number 46 (FIN 46) -
Consolidation of Variable Interest Entities an interpretation of
ARB No. 51. FIN 46 applies to all variable interest entities created after January 31,
2003; for the first fiscal year or interim period beginning after June 15, 2003
for variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. At this time the Company has no
variable interest entities.

In April 2003, the FASB issued Statement of Financial Accounting Standard No.
149 (SFAS 149) - Amendment of Statement 133 on Derivative Instruments and
Hedging Activities.SFAS 149 is applicable for contracts entered into or
modified after June 30, 2003; for hedging relationships designated after June
30, 2003; for provisions that relate to Statement 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
apply in accordance with their respective effective dates; for paragraphs 7(a)
and 23(a), apply to both existing contracts and new contracts entered into
after June 30, 2003. The Company is currently assessing if there will be any
impact.

3.     Cash, Cash Equivalents and Short-Term Investments

Cash, cash equivalents and short-term investments as of June 30, 2003 and
December 31, 2002 were comprised of the following:

|                        |                    |      |          |        |              |  |        |        | 
|----------------------- | ------------------ | ---- | -------- | ------ | ------------ |  | ------ | ------ | 
|                        |                    |      | June 30, |        | December 31,
|(in thousands)          |                    | 2003 |          | 2002  
|                        |                    |      |          |       
|Cash                    |                    | $    | 14,936   |        |              |  | 12,659 |       
|Cash equivalents        |                    |      | 31,678   |        |              |  | 28,489 |       
|                        |                    |      |          |        |              |  |        |       
|                        |                    | $    | 46,614   |        |              |  | 41,148 |       
|                        |                    |      |          |        |              |  |        |       
|Short-term investments: |                    |      |          |        |              |  |        |       
|                        | Available-for-sale |      | $        | 58,764 |              |  |        | 43,252 | 
|                        | Held-to-maturity   |      |          |       |              |  |        | 15,225 | 
|                        |                    |      |          |        |              |  |        |       
|                        |                    | $    | 58,764   |        |              |  | 58,477 |       
|                        |                    |      |          |        |              |  |        |       

These investments are in liquid, high quality debt securities with
diversification among the investments based upon the Companys guidelines.
Amortized cost approximates fair value. Realized gains and losses during the
three and six month periods ended June 30, 2003 were immaterial and there were
no transfers of investments between classifications of short-term investments.

All of the Companys available-for-sale securities reflect investments in
corporate bonds, various government agencies and commercial paper. In May
2003, the $15.2 million certificate-of-deposit being held-to-maturity matured
and the proceeds were reinvested in available-for-sale and cash equivalent
securities. Contractual maturities of available-for-sale securities as of June 30, 2003 of
$9.1 million were for securities maturing in one year or less and $ 49.7
million for securities maturing in one to four years.

4.     Goodwill

The adoption of FASB Statement of Financial Accounting Standard No. 142 (SFAS
142), Goodwill and Other Intangible Assets, required testing as of January 1,
2002 for impairment of goodwill carried in the Companys balance sheet as of
that date. The valuations performed on the various units identified by the
Company indicated that goodwill for some of the units was impaired. The fair
value of these units was less than the carrying cost of the underlying net
assets. The valuation was determined by using the current and projected
earnings, cash flows and market comparables. Testing for impairment of
goodwill prior to January 1, 2002 was based upon undiscounted cash flows from
the related assets, as compared to the fair value approach required under SFAS
142.

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As of January 1, 2002, impairment charges for the write-off of goodwill were
$21.4 million (Professional Services - $15.0 million; Project Management - $0.2
million; Management Recruiters - $6.2 million), or $14.0 million net of income
tax. These charges were recorded in the Companys Consolidated Statements of
Earnings as a cumulative effect of a change in accounting.

SFAS 142 also requires the Company to test for impairment on an annual basis.
The Company conducts its annual goodwill impairment test as of July 1 of each
year.

5.     Provision for Restructure

During the six months ended June 30, 2003, there were no restructuring charges,
as compared to $4.1 million recorded in the first quarter of 2002. The
restructuring charges recorded in the first half of 2002 primarily impacted the
Project Management segment ($3.5 million) and the Professional Services segment
($0.6 million).

The table presented below shows the year-to-date activity from a balance sheet
perspective:

|                    |                             |      |              |              |      |      |       |       |             |  |       |       | 
|------------------- | --------------------------- | ---- | ------------ | ------------ | ---- | ---- | ----- | ----- | ----------- |  | ----- | ----- | 
|                    |                             |      | Net Accrual  |              |      |      |       |       | Net Accrual
|                    |                             |      | at           |              |      |      |       |       | at         
|                    |                             |      | December 31, |              | Cash |      | June 
|(in thousands)      |                             | 2002 |              | Expenditures |      | 2003
|                    |                             |      |              |              |      |     
|Reserve Components: |                             |      |              |              |      |      |       |       |             |  |       |      
|                    | Severance                   |      | $            | 3,360        |      |      |       | 1,669 |             |  |       | 1,691 | 
|                    | Terminated operating leases |      |              | 5,539        |      |      |       | 1,439 |             |  |       | 4,100 | 
|                    |                             |      |              |              |      |      |       |       |             |  |       |       | 
|                    |                             | $    | 8,899        |              |      |      | 3,108 |       |             |  | 5,791 |      
|                    |                             |      |              |              |      |      |       |       |             |  |       |       | 

The remaining liability for severance will be substantially paid during 2003.
The Company anticipates that the remaining liability for the termination of
operating leases will be substantially paid by December 31, 2005. Management
intends to liquidate the Companys remaining lease obligations as soon as
possible. The accrual for the provision for restructure is included in accrued
expenses in the accompanying consolidated balance sheets.

6.     Discontinued Operations

In June of 2002, the Company sold the net operating assets of its Modern
Engineering, Inc. (Modern) subsidiary that operated in its Project Management
segment. Modern provided technical staffing services to the automotive
industry. The operations of Modern were a component of CDI, as that term is
defined in FASB Statement of Financial Accounting Standard No. 144 (SFAS
144), Accounting for the Impairment or Disposal of Long
Lived Assets, and
accordingly, are reflected as discontinued operations in the accompanying
financial statements.

The earnings from discontinued operations for the three and six month periods
ended June 30, 2002 were as follows:

|                                             |  |               |              |               |            |  |        |   | 
|-------------------------------------------- |  | ------------- | ------------ | ------------- | ---------- |  | ------ | - | 
|                                             |  |               | Three months |               | Six months
|                                             |  |               | ended        |               | ended     
|(in thousands)                               |  | June 30, 2002 |              | June 30, 2002
|                                             |  |               |              |              
|Revenues                                     |  | $             | 14,748       |               |            |  | 32,674 |  
|                                             |  |               |              |               |            |  |        |   | 
|Gross profit                                 |  | $             | 2,773        |               |            |  | 5,720  |  
|Operating and administrative expenses        |  |               | 2,702        |               |            |  | 5,842  |  
|Provision for asset impairment               |  |               | 170          |               |            |  | 1,264  |  
|                                             |  |               |              |               |            |  |        |   | 
|Loss before income taxes                     |  |               | (99          | )             |            |  | (1,386 | )
|Income tax benefit                           |  |               | 29           |               |            |  | 1,784  |  
|                                             |  |               |              |               |            |  |        |   | 
|(Loss) earnings from discontinued operations |  | $             | (70          | )             |            |  | 398    |  
|                                             |  |               |              |               |            |  |        |   | 

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7.     Earnings (Loss) Per Share

Earnings (loss) used to calculate both basic and diluted earnings (loss) per
share for all periods are the reported earnings in the Companys consolidated
statements of earnings. All reported earnings (loss) pertain to common
shareholders and no assumed adjustments are necessary. In the six months ended
June 30, 2002, the number of basic and diluted shares are the same because
including the effect of common stock equivalents would have been antidilutive.

The number of common shares used to calculate basic and diluted earnings per
share for three and six months ended June 30, 2003 and 2002 was determined as
follows:

|        |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |            |  
|------- | -------------------------------------------------------------------------- |  | ------------ | ---------- | ---------- |  | ---------- | ---------- | ---- |  | ---------- | ---------- | - |  | ---------- | ---------- | -
|        |                                                                            |  | Three months |            | Six months
|        |                                                                            |  | ended        |            | ended     
|        |                                                                            |  | June 30,     |            | June 30,  
|        |                                                                            |  |              |            |           
|        |                                                                            |  | 2003         |            | 2002       |  | 2003       |            | 2002
|        |                                                                            |  |              |            |            |  |            |            |     
|Basic   |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |           
|        | Average shares outstanding                                                 |  |              | 19,400,900 |            |  |            | 19,227,486 |      |  |            | 19,383,796 |   |  |            | 19,191,738 |  
|        | Restricted shares issued not vested                                        |  |              | (45,000    | )          |  |            | (45,500    | )    |  |            | (45,188    | ) |  |            | (42,750    | )
|        |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |            |  
|        |                                                                            |  | 19,355,900   |            |            |  | 19,181,986 |            |      |  | 19,338,608 |            |   |  | 19,148,988 |           
|Diluted |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |           
|        | Shares used for basic calculation                                          |  |              | 19,355,900 |            |  |            | 19,181,986 |      |  |            | 19,338,608 |   |  |            | 19,148,988 |  
|        | Dilutive effect of stock options                                           |  |              | 257,673    |            |  |            | 377,354    |      |  |            | 183,680    |   |  |            |           |  
|        | Dilutive effect of restricted shares issued
not vested  time based        |  |              | 12,690     |            |  |            | 19,397     |      |  |            | 9,474      |   |  |            |           |  
|        | Dilutive effect of restricted shares issued
not vested  performance based |  |              | 250        |            |  |            |           |      |  |            | 188        |   |  |            |           |  
|        | Dilutive effect of units issuable under
stock purchase plans               |  |              | 112,752    |            |  |            | 95,371     |      |  |            | 114,800    |   |  |            |           |  
|        |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |            |  
|        |                                                                            |  | 19,739,265   |            |            |  | 19,674,108 |            |      |  | 19,646,750 |            |   |  | 19,148,988 |           
|        |                                                                            |  |              |            |            |  |            |            |      |  |            |            |   |  |            |            |  

8.     Stock Based Plans

The Company uses the intrinsic value method of accounting for stock options and
other forms of stock-based compensation granted to employees and directors, in
accordance with Accounting Principles Board Opinion No. 25 (APB 25),
Accounting for Stock Issued to Employees. No compensation cost has been
recognized for grants of stock options because option exercise prices are not
less than the fair market value of the underlying common stock at dates of
grant. Compensation cost has been recognized for restricted stock issued and
for units granted under the Stock Purchase Plan and Stock Unit Plan.

SFAS 123 uses a fair value based method of accounting for stock-based
compensation. The following table reflects the pro-forma effect on net earnings
(loss) and earnings (loss) per share for the three month and six month periods
ended June 30, 2003 and 2002 as if the Company had adopted the fair value
recognition provisions of SFAS 123:

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|                                                                                                                   |                       |      |                    |      |                  |      |       |      |  |  |        |      |  |  |         |       |  
|------------------------------------------------------------------------------------------------------------------ | --------------------- | ---- | ------------------ | ---- | ---------------- | ---- | ----- | ---- |  |  | ------ | ---- |  |  | ------- | ----- | -
|                                                                                                                   |                       |      | Three months ended |      | Six months ended
|                                                                                                                   |                       |      | June 30,           |      | June 30,        
|                                                                                                                   |                       |      |                    |      |                 
|(in thousands)                                                                                                     |                       | 2003 |                    | 2002 |                  | 2003 |       | 2002
|                                                                                                                   |                       |      |                    |      |                  |      |       |     
|Net income (loss), as reported                                                                                     |                       | $    | 6,103              |      |                  |      | 1,373 |      |  |  | 11,563 |      |  |  | (15,053 | )    
|Stock-based employee and director compensation
cost included in reported earnings (loss), net of
income tax effect |                       |      | 200                |      |                  |      | 277   |      |  |  | 434    |      |  |  | 551     |      
|Stock-based employee and director compensation
cost under fair value-based method, net of
income tax effect        |                       |      | (619               | )    |                  |      | (636  | )    |  |  | (1,203 | )    |  |  | (1,068  | )    
|                                                                                                                   |                       |      |                    |      |                  |      |       |      |  |  |        |      |  |  |         |      
|Pro forma net income (loss)                                                                                        |                       | $    | 5,684              |      |                  |      | 1,014 |      |  |  | 10,794 |      |  |  | (15,570 | )    
|                                                                                                                   |                       |      |                    |      |                  |      |       |      |  |  |        |      |  |  |         |      
|Net earnings (loss) per share:                                                                                     |                       |      |                    |      |                  |      |       |      |  |  |        |      |  |  |         |      
|                                                                                                                   | Basic  as reported   |      | $                  | 0.32 |                  |      |       | 0.07 |  |  |        | 0.60 |  |  |         | (0.79 | )
|                                                                                                                   | Basic  pro forma     |      |                    | 0.29 |                  |      |       | 0.05 |  |  |        | 0.56 |  |  |         | (0.81 | )
|                                                                                                                   | Diluted  as reported |      | $                  | 0.31 |                  |      |       | 0.07 |  |  |        | 0.59 |  |  |         | (0.79 | )
|                                                                                                                   | Diluted  pro forma   |      |                    | 0.29 |                  |      |       | 0.05 |  |  |        | 0.55 |  |  |         | (0.81 | )

9.     Operating Segments

The Company is managed and operated along four operating segments:
Professional Services (PS), Project Management (PM), Todays Staffing
(Todays) and Management Recruiters International (MRI).

PS offers information technology, engineering and technical staffing solutions
to customers in targeted vertical markets.

PM provides a wide range of project management, technical outsourcing and
technical consulting services through several divisions organized by vertical
markets.

Todays provides temporary administrative, clerical and legal staffing services.

MRI provides franchise support services for the search, recruitment and
employment of management personnel. It also provides temporary management and
specialty staffing services.

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Operating segment data is presented in the following table:

|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ | --------------------- | ---- | ------------------ | ------- | ---------------- | ---- | ------- | ------- | - |  | ------- | ------- | - |  | ------- | ------- | -
|                                                                                                                                                       |                       |      | Three months ended |         | Six months ended
|                                                                                                                                                       |                       |      | June 30,           |         | June 30,        
|                                                                                                                                                       |                       |      |                    |         |                 
|(in thousands)                                                                                                                                         |                       | 2003 |                    | 2002    |                  | 2003 |         | 2002   
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |        
|Revenues:                                                                                                                                              |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |        
|                                                                                                                                                       | Professional Services |      | $                  | 140,278 |                  |      |         | 158,304 |   |  |         | 280,635 |   |  |         | 327,854 |  
|                                                                                                                                                       | Project Management    |      |                    | 77,171  |                  |      |         | 78,788  |   |  |         | 156,095 |   |  |         | 159,731 |  
|                                                                                                                                                       | Todays Staffing       |      |                    | 36,441  |                  |      |         | 38,880  |   |  |         | 71,013  |   |  |         | 78,812  |  
|                                                                                                                                                       | Management Recruiters |      |                    | 16,104  |                  |      |         | 22,443  |   |  |         | 31,777  |   |  |         | 45,152  |  
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  
|                                                                                                                                                       |                       | $    | 269,994            |         |                  |      | 298,415 |         |   |  | 539,520 |         |   |  | 611,549 |        
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  
|Earnings (loss) from continuing operations
before income taxes, minority interests,
discontinued operations and
cumulative
effect of accounting change |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |        
|Operating profit (loss):                                                                                                                               |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |        
|                                                                                                                                                       | Professional Services |      | $                  | 4,272   |                  |      |         | 1,468   |   |  |         | 8,827   |   |  |         | 900     |  
|                                                                                                                                                       | Project Management    |      |                    | 4,122   |                  |      |         | 2,149   |   |  |         | 9,283   |   |  |         | 9       |  
|                                                                                                                                                       | Todays Staffing       |      |                    | 2,145   |                  |      |         | 1,170   |   |  |         | 3,537   |   |  |         | 2,219   |  
|                                                                                                                                                       | Management Recruiters |      |                    | 1,869   |                  |      |         | 2,372   |   |  |         | 2,552   |   |  |         | 4,227   |  
|                                                                                                                                                       | Corporate             |      |                    | (3,690  | )                |      |         | (4,802  | ) |  |         | (7,119  | ) |  |         | (9,366  | )
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  
|                                                                                                                                                       |                       |      | 8,718              |         |                  |      | 2,357   |         |   |  | 17,080  |         |   |  | (2,011  | )      
|Interest (income) expense                                                                                                                              |                       |      | (252               | )       |                  |      | 43      |         |   |  | (626    | )       |   |  | 128     |        
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  
|                                                                                                                                                       |                       | $    | 8,970              |         |                  |      | 2,314   |         |   |  | 17,706  |         |   |  | (2,139  | )      
|                                                                                                                                                       |                       |      |                    |         |                  |      |         |         |   |  |         |         |   |  |         |         |  

|               |                       |      |          |         |              |  |         |         | 
|-------------- | --------------------- | ---- | -------- | ------- | ------------ |  | ------- | ------- | 
|               |                       |      | June 30, |         | December 31,
|(in thousands) |                       | 2003 |          | 2002   
|               |                       |      |          |        
|Assets:        |                       |      |          |         |              |  |         |        
|               | Professional Services |      | $        | 163,543 |              |  |         | 155,650 | 
|               | Project Management    |      |          | 97,286  |              |  |         | 89,996  | 
|               | Todays Staffing       |      |          | 42,849  |              |  |         | 44,779  | 
|               | Management Recruiters |      |          | 34,538  |              |  |         | 38,934  | 
|               | Corporate             |      |          | 106,219 |              |  |         | 103,415 | 
|               |                       |      |          |         |              |  |         |         | 
|               |                       | $    | 444,435  |         |              |  | 432,774 |        
|               |                       |      |          |         |              |  |         |         | 

Inter-segment activity is not significant; therefore, revenues reported for
each operating segment are substantially all from external customers.

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10.     Disposition of Assets

On June 30 2003, the Company entered into an agreement to sell certain assets
and liabilities of its MRI operations. Under the terms of that agreement, the
Company received a $0.5 million non-refundable deposit, a note with a face
value of $2.2 million and a commitment whereby the buyer must secure
independent third party financing for the note by June 2004.

Since a substantial portion of the sales price received is in the form of a
nonrecourse note secured only by the business sold and completion of the sale
is contingent upon the buyer obtaining independent third-party financing for
the remaining purchase price, the Company has not recorded this transaction as
a divestiture. Upon the buyers obtaining third party funding, the Company
will record the divestiture. It is expected that the transaction will result
in a gain, estimated to be $1.5 million.

The assets and liabilities to be disposed of in connection with this agreement
and the deferred deposit are included in prepaid expenses and other ($1.8
million) and accrued expenses and other ($1.1 million).

11.     Subsequent Event

On July 22, 2003, the Board of Directors voted to pay a special dividend of
$2.00 per share and a quarterly dividend of $.09 per share to all shareholders
of record as of August 5, 2003. Both dividends will be paid on August 19,
2003. As of July 20, 2003, there were 19,431,287 shares outstanding.

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Item 2.

MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Results of Operations

Overview

During the six month period ended June 30, 2003, CDI Corp. (the Company),
with no recent appreciable improvement in the economy, generated operating
profits significantly higher than last year on lower revenues. Management
believes the continued improvement in operating profit margins is the result of
an ongoing commitment to fiscal discipline, which was initiated under the Plan
of Restructure (the Plan) in December 2001. As the Company moves into the
future, the goal is to refine the business model and achieve greater
efficiencies in operations. Management remains focused on organic growth of
higher margin business in key vertical markets, such as aerospace, government
and defense, life sciences, chemical, and financial and IT services. Over the
past eighteen months, the Company has generated substantial amounts of cash.
Cash and short-term investments were $105.4 million at June 30, 2003. Given
the recent changes in the tax law and the Companys commitment to shareholders,
on July 22, 2003, the Board of Directors declared a special dividend of $2.00
per share and a quarterly dividend of $.09 cents per share payable to
shareholders of record as of August 5, 2003.

The Company is managed and operated along four operating segments:
Professional Services (PS), Project Management (PM), Todays Staffing
(Todays) and Management Recruiters International (MRI). The discussions
that follow are based on the Companys segment reporting structure. This
report should be read in conjunction with the Companys 2002 report on Form
10-K filed with the Securities and Exchange Commission on March 27, 2003.

Consolidated Results of Operations for the three months ended June 30, 2003 as
compared to the three months ended June 30, 2002

The Company recorded consolidated revenues of $270.0 million in the second
quarter of 2003, down $28.4 million or 9.5%, as compared to the second quarter
of 2002. This decline was primarily in PS, due to weak demand in technical
staffing coupled with the decision to exit lower margin accounts in the prior
year. Secondarily, the revenue decline was driven in MRI due to the impact of
the sale of company owned offices in the third quarter of 2002, along with
continued sluggish hiring trends this year. Partially offsetting both of these
declines was the continued growth in the Companys UK subsidiary, AndersElite,
included in the PS segment.

The Company s gross profit of $65.2 million in the second quarter of 2003 was
lower by $12.8 million or 16.4%, as compared to the second quarter of 2002.
This decline was primarily due to the lower sales volume noted above, as well
as the sale of company owned-offices in MRI during the third quarter of 2002.

Operating and administrative expenses were $56.5 million in the second quarter
of 2003, a decline of $19.1 million or 25.3% from second quarter of 2002. This
improvement was due primarily to the Companys lower cost structure and the
lower sales volume in the second quarter of 2003. Additionally, bad debt
expense was reduced by $0.8 million, as the result of the successful collection
of exited lower margin accounts in the PS segment. Finally, included in
operating and administrative expenses in the second quarter of 2002 were $4.1
million of event-driven charges primarily related to accelerated depreciation
of both the Companys impaired former enterprise resource planning system
(ERP) and leasehold improvements in exited offices.

Operating profit was $8.7 million in the second quarter of 2003, as compared to
an operating profit of $2.4 million in the second quarter of 2002. The $6.3
million improvement in operating profit was due primarily to the reduction in
operating and administrative expenses of $19.1 million, significantly offset by
reduced gross profit of $12.8 million.

Net interest income was $0.3 million in the second quarter of 2003, as compared
to net interest expense of $0.01 million in the second quarter of 2002. The
improvement resulted from positive cash flow leading to higher invested funds.

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CDIs income tax rate was 32.0% for the quarter ended June 30, 2003, as
compared to 34.7% for the second quarter of last year. The reduction in the
effective tax rate relates primarily to the favorable resolution of a
tax contingency of $0.4 million and a tax credit of $0.1 million.

Losses from discontinued operations for the quarter ended June 30, 2002 of
$0.07 million relate to the disposal of its former subsidiary Modern
Engineering, Inc. (Modern), which operated in the PM segment. Accordingly,
Moderns activity was recorded as discontinued operations in the accompanying
financial statements in 2002.

The Companys net income per diluted share was $0.31 for the second quarter of
2003, as compared to net income per share of $0.07 in the second quarter of
2002.

Segment Results

Professional Services (PS)

The PS operating segment recorded revenues of $140.3 million for the quarter
ended June 30, 2003, a decrease of $18.0 million or 11.4%, as compared to the
second quarter of 2002. The revenue decline was primarily due to weak demand in
technical staffing coupled with the decision to exit lower margin accounts
during 2002. Partially offsetting this decline was the continued revenue
growth in the second quarter of 2003 in the U.K. based AndersElite business.
AndersElite continues to experience strong demand in the construction business.

PS gross profit of $28.0 million in the second quarter of 2003 decreased by
$3.6 million or 11.4%, as compared to the second quarter of 2002. This
decrease was due to the lower sales volume noted above. The gross profit
margin remained consistent at 20.0% for both quarters.

PS operating profit was $4.3 million in the second quarter of 2003, as
compared to an operating profit of $1.5 million for the same period in 2002.
The $2.8 million improvement was primarily due to a $6.4 million decline in
operating and administrative expenses. Included in the $6.4 million
improvement was $0.8 million from the reduction of bad debts expense this year
due to the successful collection of exited lower margin accounts and $3.1
million for event-driven charges recorded last year. The overall improvement
was partially offset by the lower gross profit of $3.6 million.

Project Management Services (PM)

The PM operating segment recorded revenues of $77.2 million for the quarter
ended June 30, 2003, a decrease of $1.6 million or 2.1%, as compared to second
quarter of 2002. The lower revenues were primarily attributable to reduced
client spending in aerospace and pharmaceuticals, as well as a decline in the
telecommunications industry. These declines were substantially offset by a
double-digit percentage increase in revenues in PMs chemical business.

PMs gross profit of $16.7 million, in the second quarter of 2003, was lower by
$1.8 million or 9.7%, as compared to the second quarter of 2002. The decline
in gross profit was primarily due to a reduction in gross profit margin from
23.4% to 21.6%. The lower margins were the result of pricing adjustments and
cancellations and delays in several high margin projects.

PMs operating profit was $ 4.1 million in the second quarter of 2003, as
compared with an operating profit of $2.1 million in the second quarter of
2002. The $2.0 million improvement in operating profit was primarily due to
operating and administrative expenses declining $3.8 million, which includes
$0.8 million for event-driven charges recorded last year. The overall
improvement was partially offset by the $1.8 million decline in gross profit.

Todays Staffing (Todays)

The Todays operating segment recorded revenues of $36.4 million for the
quarter ended June 30, 2003, a decrease of $2.4 million or 6.3% percent, as
compared to the second quarter of 2002. The lower revenues reflect pricing
pressures, as well as the continued challenging economic environment in the
United States and Canada.

Todays gross profit of $10.1 million in the second quarter of 2003 was lower
by $0.9 million or 8.1%, as compared to the second quarter of 2002. The
reduction in gross profit was primarily due to the revenue decline noted above
and to a lesser extent by a reduction in gross profit margin from 28.2% to
27.6%.

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Todays operating profit was $2.1 million in the second quarter of 2003, as
compared to an operating profit of $1.2 million in the second quarter of 2002.
This improvement of $0.9 million was primarily attributable to the reduction of
operating and administrative expenses of $1.8 million, which included $0.2
million of an event-driven charge recorded last year. The overall improvement
was substantially offset by the reduced gross profit of $0.9 million.

Management Recruiters International (MRI)

The MRI operating segment recorded revenues of $16.1 million for the quarter
ended June 30, 2003, a decrease of $6.3 million or 28.2%, as compared to the
second quarter of 2002. The lower revenues were primarily attributable to the
sale of the company-owned offices in the third quarter of 2002 and lower
royalty revenue from franchisees in 2003, as a result of the overall soft
employment market.

MRIs gross profit of $10.4 million in the second quarter of 2003 was lower by
$6.5 million or 38.3%, as compared to the second quarter of 2002. This
reduction in gross profit was primarily due to the reduced revenue noted above,
as well as a 10.6% decrease in gross profit margin from 75.5% to 64.9%. The
decline in gross profit margin was primarily due to the sale of company
owned-offices in the third quarter of 2002.

MRIs operating profit was $1.9 million in the second quarter of 2003, as
compared to an operating profit of $2.4 million in the second quarter of 2002.
The reduction in operating profit of $0.5 million was primarily due to the
reduction in gross profit of $6.5 million, substantially offset by a $6.0
million reduction in operating and administrative expenses due to cost
containment measures and the sale of company-owned offices.

Corporate

In the three month period ended June 30, 2003, corporate expenses were $3.7
million compared to $4.8 million for the same period in 2002. The decline of
$1.1 million or 23.2% was the result of both the Plan noted above, as well as
continued fiscal discipline.

Consolidated Results of Operations for the six months ended June 30, 2003 as
compared to the six months ended June 30, 2002

The Company recorded consolidated revenues of $539.5 million in the first half
of 2003, down $72.0 million or 11.8% as compared to the first half of 2002.
This overall decline was primarily in PS due to the continued weak demand for
technical staffing this year and the exit of low margin accounts last year.
Also contributing to this decline was MRI, which was impacted by ongoing
sluggish hiring trends in 2003 and the sale of company-owned offices during
2002. Partially offsetting these revenue declines was strong revenue growth in
the first half of 2003 in AndersElite, which is reported in the PS segment.

The Company s gross profit of $133.5 million in the first half of 2003 was
lower by $23.7 million or 15.1%, as compared to the first half of 2002. This
decline was primarily due to the lower sales volume noted above. Further,
gross profit margin declined 90 basis points driven primarily by the sale of
company-owned offices in MRI during 2002, as well as some pricing adjustments
and project delays in PM.

Operating and administrative expenses were $116.5 million in the first half of
2003, a decline of $38.7 million or 25.0% from the first half of 2002. This
improvement was due to the Companys lower cost structure resulting from the
Plan of Restructure and the lower sales volume in the first half of 2003.
Additionally in 2003, bad debt expense was reduced by $1.4 million, as the
result of the successful collection of exited lower margin accounts, primarily
in the PS segment. Included in operating and administrative expenses in the
first half of 2002 were $7.5 million of event-driven charges primarily related
to accelerated depreciation of both the Companys impaired former enterprise
resource planning system (ERP) and leasehold improvements in exited offices.
During the first half of 2003, the Company incurred expenses of approximately
$1.0 million in preparation for a customer contract in the engineering unit of
its PM segment and to upgrade the technical infrastructure for its new West
Virginia back-office.

The Company recorded no restructuring expenses in the first half of 2003, as
compared to $4.1 million of restructuring expenses in the first half of 2002.
These restructuring expenses last year included:
$2.2 million for the termination of operating leases relating to the closure of
approximately 29 offices, $1.0 million for severance for approximately 90 staff
employees and $0.9 million for asset impairments.

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Operating profits were $17.1 million in the first half of 2003, as compared to
an operating loss of $2.0 million in the first half of 2002. The significant
improvement in operating profit of $19.1 million was due primarily to the
reduction in operating and administrative expenses of $38.7 million, partially
offset by reduced gross profit of $23.7 million. Further, no restructure
expenses were incurred in the first half of 2003, as compared to $4.1 million
in the first half of 2002.

Net interest income was $0.6 million in the first half of 2003, as compared to
net interest expense of $0.1 million in the first half of 2002. The
improvement is the result of an increase in invested funds.

CDIs income tax rate was 34.7% for the six months ended June 30, 2003, as
compared to 37.0% for the first half of last year. The reduction in the
effective tax rate relates primarily to the favorable resolution of a tax
contingency of $0.4 million and a tax credit of $0.1 million.

Income from discontinued operations in 2002 was $0.4 million, which relates to
the disposal of its former subsidiary Modern Engineering, Inc. (Modern), that
operated in the PM segment.

In connection with the implementation of SFAS 142 in 2002, the Company recorded
an impairment charge of $21.4 million, ($14.0 million after tax) for the
write-off of goodwill. This charge was presented as a cumulative effect of
accounting change in the Consolidated Statement of Earnings.

The Companys net income per diluted share was $0.59 for the first half of
2003, as compared to a net loss per share of $0.79 in the first half of 2002.

Segment Results

Professional Services (PS)

The PS operating segment recorded revenues of $280.6 million for the six months
ended June 30, 2003, a decrease of $47.2 million or 14.4%, as compared to the
first half of 2002. This overall decline was primarily due to the continued
weak demand for technical staffing and the planned exit of lower margin
accounts during 2002. Partially offsetting this decline was strong revenue
growth in the first half of 2003 in the U.K. based AndersElite business.
AndersElite continues to experience strong demand in the construction business.

PS gross profit of $57.2 million in the first half of 2003 was lower by $6.1
million or 9.6%, as compared to the first half of 2002. This decline was due
primarily to the lower sales volume noted above, which was offset by an
increase in gross profit in AndersElite and an improvement in gross profit
margin from 19.3% to 20.4%, primarily due to the exit of lower margin accounts
last year.

PS operating profit was $8.8 million in the first half of 2003, as compared to
an operating profit of $0.9 million for the same period in 2002. The $7.9
million improvement was primarily due to operating and administrative expenses
declining $14.1 million. Included in the $14.1 million improvement was a $1.4
million from the reduction of bad debt expense this year due to the successful
collection of exited lower margin accounts and $6.4 million for restructuring
and event-driven charges recorded last year. The overall improvement was
partially offset by lower gross profit of $6.1 million.

Project Management Services (PM)

The PM operating segment recorded revenues of $156.1 million for the six months
ended June 30, 2003, a decrease of $3.6 million or 2.3%, as compared to first
half of 2002. The lower revenues were primarily attributable to declines in the
aerospace, pharmaceuticals and telecommunications sectors. These declines were
almost entirely offset by a double-digit revenue increase in PMs chemical
sector.

PMs gross profit of $36.0 million, in the first half of 2003, was lower by
$1.4 million or 3.7%, as compared to the first half of 2002. The decrease in
gross profit was primarily due the revenue declines discussed above.

PMs operating profit was $ 9.3 million in the first half of 2003, as compared
with an operating profit of $0.01 million in the first half of 2002. The $9.3
million improvement was primarily due to a decline in operating and
administrative expenses of $10.7 million. Included in the $10.7 million
improvement was $5.0 million for

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restructuring and event-driven charges
recorded last year. The overall improvement was partially offset by the
decline in gross profit of $1.4 million.

Todays Staffing (Todays)

The Todays operating segment recorded revenues of $71.0 million for the six
months ended June 30, 2003, a decrease of $7.8 million or 9.9% percent, as
compared to the first half of 2002. The lower revenues reflect competitive
pressures, as well as the continued challenging economic environment in the
United States and Canada. The demand for temporary clerical help is
particularly dependent on the overall economy.

Todays gross profit of $19.9 million in the first half of 2003 was lower by
$2.0 million or 9.1%, as compared to the first half of 2002. The reduction in
gross profit was primarily due to the revenue decline noted above, which was
partially offset by an improvement in gross profit margin from 27.8% to 28.0%.

Todays operating profit was $3.5 million in the first half of 2003, as
compared to an operating profit of $2.2 million in the first half of 2002.
This improvement of $1.3 million was primarily attributable to the reduction of
operating and administrative expenses of $3.3 million. Included in the $3.3
million improvement was $0.2 million for an event-driven charge recorded last
year. The overall improvement was partially offset by a $2.0 million decline
in gross profit.

Management Recruiters International (MRI)

The MRI operating segment recorded revenues of $31.8 million for the six months
ended June 30, 2003, a decrease of $13.4 million or 29.6%, as compared to first
half of 2002. The lower revenues were primarily attributable to the sale of
the company-owned offices in the third quarter of 2002 and lower royalty
revenue from franchisees, partially offset by growth in the specialty staffing
areas.

MRIs gross profit of $20.5 million in the first half of 2003 was lower by
$14.2 million or 41.0%, as compared to the first half of 2002. This reduction
in gross profit was primarily due to the reduced revenue noted above. In
addition, gross profit margin decreased to 64.5%, primarily due to the sale of
company owned offices in the third quarter of 2002.

MRIs operating profit was $2.6 million in the first half of 2003, as compared
to an operating profit of $4.2 million in the first half of 2002. The
reduction in operating profit of $1.6 million was primarily due to the
reduction in gross profit of $14.2 million, substantially offset by the
reduction in operating and administrative expenses of $12.6 million.

Corporate

In the six month period ended June 30, 2003, corporate expenses were $7.1
million compared to $9.4 million for the same period in 2002. The decline of
$2.2 million or 24.0% was the result of both the Plan of Restructure noted
above, as well as continued fiscal discipline.

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Liquidity and Capital Resources

The Companys primary source of liquidity is its existing cash, cash
equivalents and short-term investments, as well as cash provided by operations
(primarily accounts receivable). Additionally, the Company also has
significant untapped borrowing capacity. Currently, the Companys financial
condition remains strong. At June 30, 2003, cash, cash equivalents and
short-term investments totaled $105.4 million. Cash, cash equivalents and
short-term investments increased $5.8 million when compared to December 31,
2002 and $35.5 million when compared to June 30, 2002.

During the first half of 2003, cash provided by operations was $4.2 million.
The Companys primary source of cash during the six months ended June 30, 2003,
was $11.6 million in net earnings and a tax refund of $7.8 million. This was
substantially offset by a $14.6 million increase in accounts
receivable. Approximately $3.0 million of the receivables
increase results from increased volume with Supplier Associates and
approximately $11.0 million is due to deterioration with a small
number of large accounts which we are addressing. In
the same period in 2002, cash flows from operations were $39.0 million,
primarily as a result of a $33.2 million reduction in accounts receivable.
This reduction in receivables in 2002 occurred as the result of decreasing
revenues coupled with successful cash collections from the planned exit of
certain low margin customers.

Cash used in investing activities was $7.6 million during the first six months
of 2003. This was primarily the result of capital expenditures for software
and leasehold improvements. In the same period in 2002, excluding a short-term
investment of $15.0 million, cash used in investing activities was $4.2
million, primarily for capital expenditures.

Cash from financing activities, net of outstanding checks in both 2003 and 2002
was $1.4 million and $1.7 million, respectively. These cash flows were
primarily the result of proceeds from stock purchase plans.

Subsequent Event

On July 22, 2003, the Board of Directors voted to pay a special dividend of
$2.00 per share and a quarterly dividend of $.09 per share to all shareholders
of record as of August 5, 2003. Both dividends will be paid on August 19,
2003. As of July 20, 2003, there were 19,431,287 shares outstanding.

Critical Accounting Policies

These financial statements were prepared in accordance with generally accepted
accounting principles, which requires management to make subjective decisions,
assessments and estimates about the effect of matters that are inherently
uncertain. As the number of variables and assumptions affecting the judgment
increases, such judgments become even more subjective. While management
believes its assumptions are both reasonable and appropriate, actual results
may be materially different than estimated. The critical accounting estimates
and assumptions identified in the Companys 2002 Annual Report on Form 10-K
filed March 27, 2003 with the Securities and Exchange Commission have not
materially changed.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard No. 146 (SFAS 146) Accounting for
Costs Associated with Exit or Disposal Activities, which supersedes Emerging
Issues Task Force Number 94-3, (EITF No. 94-3), Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). SFAS 146 requires
companies to recognize costs associated with exit or disposal activities when
they are incurred, rather than at the date of a commitment to an exit or
disposal plan as required by EITF No. 94-3. SFAS 146 is effective for
restructuring activities initiated after December 31, 2002. This Statement
does not require companies to adjust restructuring reserves recorded before
2003. The Company will apply SFAS 146 to any future restructurings.

Effective December 15, 2002, the Company adopted FASB Interpretation Number 45
(FIN 45) Guarantors Accounting and Disclosure Requirements for Guarantees,
Including Indirect Guarantees of Indebtedness of Others. This Interpretation
elaborates on the disclosures to be made by a guarantor in its interim and
annual

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financial statements about its obligations under certain guarantees that
it has issued. It also clarifies that a guarantor is required to recognize, at
the inception of a guarantee, a liability for the fair value of the obligation
undertaken in issuing the guarantee. The Company has assessed this
Interpretation and has provided the necessary disclosures on Form 10-K filed
with the SEC on March 27, 2003 in Note 16 of the Notes to Consolidated
Financial Statements. For the three month and six month periods ended June 30,
2003, there were no significant changes from year-end.

In December 2002, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 148 (SFAS 148)  Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB Statement No.
123. This Statement amends FASB Statement No. 123 (SFAS 123); Accounting
for Stock-Based Compensation,to provide alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, this Statement amends the disclosure
requirements of SFAS 123 to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
The transition provisions of SFAS 148 are effective for years beginning after
December 15, 2002. The Company is currently assessing the potential impact
this Statement may have on the Companys financial position or results of
operations should it elect to apply the transition provisions of this
Statement. See Note 8 of the Notes to the Consolidated Financial Statements
for the required disclosure.

In January 2003, the FASB issued FASB
Interpretation Number 46 (FIN 46) 
Consolidation of Variable Interest Entities an interpretation of ARB No. 51.
FIN 46 applies to all variable interest entities created after January 31,
2003; for the first fiscal year or interim period beginning after June 15, 2003
for variable interest entities in which an enterprise holds a variable interest
that it acquired before February 1, 2003. At this time the Company has no
variable interest entities.

In April 2003, the FASB issued Statement of Financial Accounting Standard No.
149 (SFAS 149)   Amendment of Statement 133 on Derivative Instruments and
Hedging Activities.SFAS 149 is applicable for contracts entered into or
modified after June 30, 2003; for hedging relationships designated after June
30, 2003; for provisions that relate to Statement 133 implementation issues
that have been effective for fiscal quarters that began prior to June 15, 2003,
apply in accordance with their respective effective dates; for paragraphs 7(a)
and 23(a), apply to both existing contracts and new contracts entered into
after June 30, 2003. The Company is currently assessing if there will be any
impact.

Forward-looking Information

The Companys growth prospects are influenced by broad economic trends. The
pace of customer capital spending programs, new product launches and similar
activities have a direct impact on the need for temporary and permanent
employees. Should the U.S. economy decline during 2003, the Companys
operating performance could be adversely impacted. The Company believes that
its Plan of Restructure and strategic focus on targeted vertical market sectors
provides some insulation from adverse trends. However, further declines in the
economy could result in the need for future cost reductions or changes in
strategy.

Additionally, changes in government regulations could result in prohibition or
restriction of certain types of employment services or the imposition of new or
additional benefits, licensing or tax requirements with respect to the
provision of employment services that may reduce CDIs future earnings. There
can be no assurance that CDI will be able to increase the fees charged to its
clients in a timely manner and in a sufficient amount to cover increased costs
as a result of any of the foregoing.

The staffing services market is highly competitive with limited barriers to
entry. CDI competes in global, national, regional and local markets with
numerous temporary staffing and permanent placement companies. Price
competition in the staffing industry is significant, particularly for the
provision of office clerical and light industrial personnel, and pricing
pressures from competitors and customers are increasing. CDI expects that the
level of competition will remain high in the future, which could limit CDIs
ability to maintain or increase its market share or profitability.

Certain information in this report, including Managements Discussion and
Analysis of Financial Condition and Results of Operations, contains
forward-looking statements as such term is defined in Section 27A of the

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Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Certain forward-looking statements can be identified by the use of
forward-looking terminology such as, believes, expects, may, will,
should, seeks, approximately, intends, plans, estimates, or
anticipates or the negative thereof or other comparable terminology, or by
discussions of strategy, plans or intentions. Forward-looking statements
involve risks and uncertainties that could cause actual results to differ
materially from those in the forward-looking
statements. These include risks and uncertainties such as competitive market
pressures, material changes in demand from larger customers, availability of
labor, the Companys performance on contracts, changes in customers attitudes
toward outsourcing, government policies or judicial decisions adverse to the
staffing industry, changes in economic conditions and delays or unexpected
costs associated with implementation of the Companys Plan of Restructure.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company assumes no
obligation to update such information.




Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to risks associated with foreign currency fluctuations
and changes in interest rates. The Companys exposure to foreign currency
fluctuations relates to its operations in foreign countries conducted through
subsidiaries operating primarily in the United Kingdom and Canada. Exchange
rate fluctuations impact the U. S. dollar value of reported earnings derived
from these foreign operations as well as the carrying value of the Companys
investment in the net assets related to these operations. The Company generally
does not engage in hedging activities with respect to foreign operations except
for isolated situations involving inter-company payments that have not been
material. The effects of foreign currency exchange rate fluctuations have been
immaterial.

The Companys exposure to interest rate changes is not significant. As of June
30, 2003, there were no bank borrowings and only immaterial amounts of other
debt outstanding, none of which was variable rate debt. The Companys
investment in money market and other short-term instruments are primarily at
variable rates.




Item 4.

CONTROLS AND PROCEDURES

The Company has conducted an evaluation of the effectiveness of its disclosure
controls and procedures under the supervision of its Chief Executive Officer
and its Chief Financial Officer as of June 30, 2003. Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures provide
reasonable assurance that information required to be disclosed by the Company
in reports filed under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported upon in such reports within the time periods
specified for their filing. It should be noted that the design of any system of
controls is based in part on certain assumptions about the likelihood of future
events. A control system, no matter how well designed and implemented, can
provide only reasonable, not absolute assurance, that the objectives of the
control system will be met.

There have been no significant changes in the Companys internal control over
financial reporting that occurred during the most recently completed fiscal
quarter that materially affected, or are reasonably likely to materially
affect, the Companys internal control over financial reporting.

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PART II. OTHER INFORMATION




Item 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS

On April 30, 2003, 1,309 shares of common stock were issued by the Company to
an employee of a subsidiary of the Company upon vesting of units awarded to
that employee under the Companys Stock Unit Plan. On
June 30, 2003, a total of
4,254 shares of common stock were issued by the Company to three employees of
subsidiaries of the Company upon vesting of units awarded to those employees
under the Companys Stock Unit Plan. In all four cases, the shares were issued
in consideration for services performed or to be performed by the recipient.
Each of those issuances was made in reliance on the exemption from registration
found in section 4(2) of the Securities Act of 1933.




Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 6, 2003 the Company held its annual meeting of shareholders. Matters of
business conducted at the meeting were the election of nine Company Directors
and the ratification of KPMG LLP as the Companys independent auditors for
2003.

The name of each director elected at the meeting and a tabulation of the voting
by nominee follows:

|                    |  |       |            |          |  |  |           | 
|------------------- |  | ----- | ---------- | -------- |  |  | --------- | 
|                    |  | Votes |            | Votes   
|                    |  | for   |            | withheld
|                    |  |       |            |         
|Roger H. Ballou     |  |       | 18,294,484 |          |  |  | 178,446   | 
|Walter E. Blankley  |  |       | 17,891,767 |          |  |  | 581,163   | 
|Michael J. Emmi     |  |       | 17,999,304 |          |  |  | 473,626   | 
|Walter R. Garrison  |  |       | 13,288,658 |          |  |  | 5,184,272 | 
|Kay Hahn Harrell    |  |       | 17,627,872 |          |  |  | 845,058   | 
|Lawrence C. Karlson |  |       | 18,290,079 |          |  |  | 182,851   | 
|Ronald J. Kozich    |  |       | 18,263,804 |          |  |  | 209,126   | 
|Alan B. Miller      |  |       | 17,891,867 |          |  |  | 581,063   | 
|Barton J. Winokur   |  |       | 13,163,408 |          |  |  | 5,309,522 | 

There were no abstentions and there were no broker non-votes.

The vote for the ratification of KPMG LLP as independent auditors for 2003 was
as follows:

|           |  |         |         |         |  |  |       | 
|---------- |  | ------- | ------- | ------- |  |  | ----- | 
|For        |  | Against |         | Abstain
|           |  |         |         |        
|17,803,876 |  |         | 665,563 |         |  |  | 3,491 | 

There were no broker non-votes.

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Item 6.

EXHIBITS AND REPORTS ON FORM 8-K



|(a) |  | Exhibits
|--- |  | --------

|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.a |  | Certification of Chief Executive Officer Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|     |  |                                                                                                                                                                                
|31.b |  | Certification of Chief Financial Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.                                                                            
|     |  |                                                                                                                                                                                
|32.  |  | Certification of Chief Executive Officer and Chief Financial
Officer, Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.



|(b) |  | Reports on Form 8-K during the three month period ended June 30,
2003.                                                                                                                                                                                                                                                                                                       
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | On April 23, 2003, the Company filed a report on Form 8-K. In
accordance with SEC Release
No. 33-82-16, the information contained was furnished pursuant to
Item 12, Disclosure of Results
of Operations and Financial Condition.Attached to that Form 8-K was
the news release
announcing the Companys financial results for its first fiscal
quarter ended March 31, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

|                |  |                                   
|--------------- |  | ----------------------------------
|                |  | CDI CORP.                         
|                |  |                                   
|                |  |                                   
|August 13, 2003 |  | By: /s/ Jay G. Stuart             
|                |  | Jay G. Stuart                     
|                |  | Executive Vice President and Chief
|                |  | Financial Officer                 
|                |  | (Principal Financial Officer)     

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INDEX TO EXHIBITS

|       |  |                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                        
|       |  |                                                                                                                                                                                
|31.a   |  | Certification of Chief Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002.                                                                            
|       |  |                                                                                                                                                                                
|31.b   |  | Certification of Chief Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley
Act of 2002.                                                                            
|       |  |                                                                                                                                                                                
|32.    |  | Certification of Chief Executive Officer and Chief
Financial Officer, Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.

26