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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 September 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  |  | Identification Number)
|organization)             |  |                       

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 October 31, 2003 were:

|                                     |  |                  
|------------------------------------ |  | -----------------
|Common stock, $.10 par value         |  | 19,556,029 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 6. EXHIBITS AND REPORTS ON FORM 8-K                                                     
|SIGNATURES                                       
|INDEX TO EXHIBITS                                
|AMENDMENT TO AGREEMENT REGARDING SEVERANCE       
|CEO CERTIFICATION PURSUANT TO SECTION 302        
|CFO CERTIFICATION PURSUANT TO SECTION 302        
|CEO AND CFO CERTIFICATION PURSUANT TO 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 September 30, 2003 (unaudited) and December 31, 2002                                                                                                   |  |    | 3 | 
|                  |  |                       |    |                                                                                               | Consolidated Statements of Earnings for the three months ended September 30, 2003 and
2002 (unaudited) and for the nine months ended September 30, 2003 and 2002
(unaudited)             |  |    | 5
|                  |  |                       |    |                                                                                               | Consolidated Statements of Shareholders Equity for the three months ended September
30, 2003 and 2002 (unaudited) and for the nine months ended September 30, 2003 and
2002 (unaudited) |  |    | 6 | 
|                  |  |                       |    |                                                                                               | Consolidated Statements of Cash Flows for the nine months ended September 30, 2003
and 2002 (unaudited)                                                                                  |  |    | 7 | 
|                  |  |                       |    |                                                                                               | Notes to Consolidated Financial Statements (unaudited)                                                                                                                                   |  |    | 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 6. Exhibits and Reports on Form 8-K                                                      |                                                                                                                                                                                          |  | 23 |  
|SIGNATURES        |  |                       | 24 |                                                                                              
|INDEX TO EXHIBITS |  |                       | 25 |                                                                                              

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)


|                       |                                                                                                                      |                      |         |               |         |              |         |         |         | 
|---------------------- | -------------------------------------------------------------------------------------------------------------------- | -------------------- | ------- | ------------- | ------- | ------------ | ------- | ------- | ------- | 
|                       |                                                                                                                      |                      |         | September 30, |         | December 31,
|                       |                                                                                                                      |                      |         | 2003          |         | 2002        
|                       |                                                                                                                      |                      |         | (unaudited)   |         |             
|                       |                                                                                                                      |                      |         |               |         |             
|Assets                 |                                                                                                                      |                      |         |               |         |              |         |        
|Current assets:        |                                                                                                                      |                      |         |               |         |              |         |        
|                       | Cash and cash equivalents                                                                                            |                      | $       | 29,688        |         |              |         | 41,148  |        
|                       | Accounts receivable, less allowance for
doubtful accounts of $5,457 -
September 30,
2003; $7,683 - December 31, 2002 |                      |         | 209,323       |         |              |         | 189,557 |        
|                       | Short-term investments                                                                                               |                      |         | 29,998        |         |              |         | 58,477  |        
|                       | Prepaid expenses and other                                                                                           |                      |         | 12,171        |         |              |         | 6,403   |        
|                       | Income taxes receivable                                                                                              |                      |         |              |         |              |         | 6,101   |        
|                       | Deferred income taxes                                                                                                |                      |         | 10,077        |         |              |         | 13,195  |        
|                       |                                                                                                                      |                      |         |               |         |              |         |        
|                       |                                                                                                                      | Total current assets |         |               | 291,257 |              |         |         | 314,881 | 
|                       |                                                                                                                      |                      |         |               |         |              |         |        
|Fixed assets, at cost: |                                                                                                                      |                      |         |               |         |              |         |        
|                       | Computers and systems                                                                                                |                      |         | 83,894        |         |              |         | 75,815  |        
|                       | Equipment and furniture                                                                                              |                      |         | 26,100        |         |              |         | 27,213  |        
|                       | Leasehold improvements                                                                                               |                      |         | 13,274        |         |              |         | 12,082  |        
|                       |                                                                                                                      |                      |         |               |         |              |         |         |        
|                       |                                                                                                                      |                      | 123,268 |               |         |              | 115,110 |        
|                       | Accumulated depreciation                                                                                             |                      |         | (92,295       | )       |              |         | (85,976 | )      
|                       |                                                                                                                      |                      |         |               |         |              |         |        
|                       |                                                                                                                      | Fixed assets, net    |         |               | 30,973  |              |         |         | 29,134  | 
|                       |                                                                                                                      |                      |         |               |         |              |         |        
|Deferred income taxes  |                                                                                                                      |                      | 8,190   |               |         |              | 11,750  |        
|Goodwill, net          |                                                                                                                      |                      | 68,174  |               |         |              | 68,334  |        
|Other assets           |                                                                                                                      |                      | 4,743   |               |         |              | 8,675   |        
|                       |                                                                                                                      |                      |         |               |         |              |         |         |        
|                       |                                                                                                                      | Total assets         |         | $             | 403,337 |              |         |         | 432,774 | 
|                       |                                                                                                                      |                      |         |               |         |              |         |        

See accompanying notes to consolidated financial statements.

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CDI CORP. AND SUBSIDIARIES

Consolidated Balance Sheets(In thousands, except share data)


|                                     |                                                                                                                                                    |                                            |       |               |         |              |       |         |         | 
|------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ----- | ------------- | ------- | ------------ | ----- | ------- | ------- | 
|                                     |                                                                                                                                                    |                                            |       | September 30, |         | December 31,
|                                     |                                                                                                                                                    |                                            |       | 2003          |         | 2002        
|                                     |                                                                                                                                                    |                                            |       | (unaudited)`  |         |             
|                                     |                                                                                                                                                    |                                            |       |               |         |             
|Liabilities and Shareholders Equity |                                                                                                                                                    |                                            |       |               |         |              |       |        
|Current liabilities:                 |                                                                                                                                                    |                                            |       |               |         |              |       |        
|                                     | Obligations not liquidated because of
outstanding checks                                                                                           |                                            | $     | 9,034         |         |              |       | 5,978   |        
|                                     | Accounts payable                                                                                                                                   |                                            |       | 17,829        |         |              |       | 25,008  |        
|                                     | Withheld payroll taxes                                                                                                                             |                                            |       | 5,236         |         |              |       | 2,773   |        
|                                     | Accrued compensation and related costs                                                                                                             |                                            |       | 47,364        |         |              |       | 52,914  |        
|                                     | Accrued expenses and other                                                                                                                         |                                            |       | 24,783        |         |              |       | 29,808  |        
|                                     | Income taxes payable                                                                                                                               |                                            |       | 2,115         |         |              |       |        |        
|                                     |                                                                                                                                                    |                                            |       |               |         |              |       |        
|                                     |                                                                                                                                                    | Total current liabilities                  |       |               | 106,361 |              |       |         | 116,481 | 
|Deferred compensation                |                                                                                                                                                    |                                            | 8,644 |               |         |              | 8,492 |        
|                                     |                                                                                                                                                    |                                            |       |               |         |              |       |         |        
|                                     |                                                                                                                                                    | Total liabilities                          |       |               | 115,005 |              |       |         | 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 20,425,101
shares - September 30, 2003; 20,313,915
shares - December 31, 2002 |                                            |       | 2,043         |         |              |       | 2,031   |        
|                                     | Class B common stock, $.10 par value -
authorized 3,174,891 shares; none issued                                                                    |                                            |       |              |         |              |       |        |        
|                                     | Additional paid-in capital                                                                                                                         |                                            |       | 25,272        |         |              |       | 22,975  |        
|                                     | Retained earnings                                                                                                                                  |                                            |       | 283,215       |         |              |       | 306,339 |        
|                                     | Accumulated other comprehensive income (loss)                                                                                                      |                                            |       | 539           |         |              |       | (610    | )      
|                                     | Unamortized value of restricted stock issued                                                                                                       |                                            |       | (603          | )       |              |       | (800    | )      
|                                     | Less common stock in treasury, at cost -
958,465 shares  September 30, 2003 and
December 31, 2002                                                 |                                            |       | (22,134       | )       |              |       | (22,134 | )      
|                                     |                                                                                                                                                    |                                            |       |               |         |              |       |         |        
|                                     |                                                                                                                                                    | Total shareholders equity                 |       |               | 288,332 |              |       |         | 307,801 | 
|                                     |                                                                                                                                                    |                                            |       |               |         |              |       |         |        
|                                     |                                                                                                                                                    | Total liabilities and shareholders equity |       | $             | 403,337 |              |       |         | 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 |      | Nine months ended
|                                                                                                                                                       |                                                                     |   | September 30,      |      | September 30,    
|                                                                                                                                                       |                                                                     |   |                    |      |                  
|                                                                                                                                                       |                                                                     |   | 2003               |      | 2002              |  | 2003    |       | 2002
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |     
|Revenues                                                                                                                                               |                                                                     | $ | 264,355            |      |                   |  | 287,788 |       |      |  | 803,875 |      |  |  | 899,337 |      
|Cost of services                                                                                                                                       |                                                                     |   | 200,888            |      |                   |  | 210,969 |       |      |  | 606,862 |      |  |  | 665,268 |      
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Gross profit                                                                                                                                           |                                                                     |   | 63,467             |      |                   |  | 76,819  |       |      |  | 197,013 |      |  |  | 234,069 |      
|Operating and administrative costs                                                                                                                     |                                                                     |   | 54,278             |      |                   |  | 68,227  |       |      |  | 170,744 |      |  |  | 223,435 |      
|Provision for restructure                                                                                                                              |                                                                     |   | 69                 |      |                   |  | 8,498   |       |      |  | 69      |      |  |  | 12,551  |      
|Loss on sale of assets                                                                                                                                 |                                                                     |   |                   |      |                   |  | 1,259   |       |      |  |        |      |  |  | 1,259   |      
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Operating profit (loss)                                                                                                                                |                                                                     |   | 9,120              |      |                   |  | (1,165  | )     |      |  | 26,200  |      |  |  | (3,176  | )    
|Interest (income) expense, net                                                                                                                         |                                                                     |   | (170               | )    |                   |  | (111    | )     |      |  | (796    | )    |  |  | 17      |      
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations before
income taxes, minority interests, discontinued
operations and cumulative effect of accounting change |                                                                     |   | 9,290              |      |                   |  | (1,054  | )     |      |  | 26,996  |      |  |  | (3,193  | )    
|Income tax expense (benefit)                                                                                                                           |                                                                     |   | 3,317              |      |                   |  | (457    | )     |      |  | 9,460   |      |  |  | (1,248  | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations
before minority interests, discontinued operations,
and cumulative effect of accounting change              |                                                                     |   | 5,973              |      |                   |  | (597    | )     |      |  | 17,536  |      |  |  | (1,945  | )    
|Minority interests                                                                                                                                     |                                                                     |   |                   |      |                   |  |        |       |      |  |        |      |  |  | 135     |      
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations before discontinued
operations and cumulative effect of accounting change                                   |                                                                     |   | 5,973              |      |                   |  | (597    | )     |      |  | 17,536  |      |  |  | (2,080  | )    
|Discontinued operations profit                                                                                                                         |                                                                     |   |                   |      |                   |  | 27      |       |      |  |        |      |  |  | 425     |      
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Earnings (loss) from continuing operations before cumulative
effect of accounting change                                                               |                                                                     |   | 5,973              |      |                   |  | (570    | )     |      |  | 17,536  |      |  |  | (1,655  | )    
|Cumulative effect of change in accounting for goodwill, net of tax                                                                                     |                                                                     |   |                   |      |                   |  |        |       |      |  |        |      |  |  | (13,968 | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Net earnings (loss)                                                                                                                                    |                                                                     | $ | 5,973              |      |                   |  | (570    | )     |      |  | 17,536  |      |  |  | (15,623 | )    
|                                                                                                                                                       |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|Basic earning (loss) per share:                                                                                                                        |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|                                                                                                                                                       | Earnings (loss) from continuing operations before accounting change |   | $                  | 0.31 |                   |  |         | (0.03 | )    |  |         | 0.91 |  |  |         | (0.11 | )
|                                                                                                                                                       | Discontinued operations                                             |   | $                  |     |                   |  |         |      |      |  |         |     |  |  |         | 0.02  |  
|                                                                                                                                                       | Cumulative effect of accounting change, net of tax                  |   | $                  |     |                   |  |         |      |      |  |         |     |  |  |         | (0.73 | )
|                                                                                                                                                       | Net earnings (loss)                                                 |   | $                  | 0.31 |                   |  |         | (0.03 | )    |  |         | 0.91 |  |  |         | (0.81 | )
|Diluted earning (loss) per share:                                                                                                                      |                                                                     |   |                    |      |                   |  |         |       |      |  |         |      |  |  |         |      
|                                                                                                                                                       | Earnings (loss) from continuing operations before accounting change |   | $                  | 0.30 |                   |  |         | (0.03 | )    |  |         | 0.89 |  |  |         | (0.11 | )
|                                                                                                                                                       | Discontinued operations                                             |   | $                  |     |                   |  |         |      |      |  |         |     |  |  |         | 0.02  |  
|                                                                                                                                                       | Cumulative effect of accounting change, net of tax                  |   | $                  |     |                   |  |         |      |      |  |         |     |  |  |         | (0.73 | )
|                                                                                                                                                       | Net earnings (loss)                                                 |   | $                  | 0.30 |                   |  |         | (0.03 | )    |  |         | 0.89 |  |  |         | (0.81 | )
|Cash dividends per share                                                                                                                               |                                                                     | $ | 2.09               |      |                   |  |        |       |      |  | 2.09    |      |  |  |        |      

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 |         | Nine months ended
|                                              |                                         |   | September 30,      |         | September 30,    
|                                              |                                         |   |                    |         |                  
|                                              |                                         |   | 2003               |         | 2002              |  | 2003   |         | 2002
|                                              |                                         |   |                    |         |                   |  |        |         |     
|Common stock                                  |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | 2,039   |                   |  |        | 2,023   |      |  |        | 2,031   |   |  |         | 2,008   |  
|                                              | Exercise of stock options               |   |                    | 4       |                   |  |        | 2       |      |  |        | 8       |   |  |         | 14      |  
|                                              | Stock purchase plans                    |   |                    |        |                   |  |        | 1       |      |  |        | 4       |   |  |         | 4       |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              | End of period                           |   | $                  | 2,043   |                   |  |        | 2,026   |      |  |        | 2,043   |   |  |         | 2,026   |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Additional paid-in capital                    |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | 24,519  |                   |  |        | 20,888  |      |  |        | 22,975  |   |  |         | 17,629  |  
|                                              | Exercise of stock options               |   |                    | 747     |                   |  |        | 644     |      |  |        | 1,451   |   |  |         | 3,198   |  
|                                              | Restricted stock-vesting/forfeiture     |   |                    |        |                   |  |        |        |      |  |        |        |   |  |         | 4       |  
|                                              | Restricted stock-change in value        |   |                    |        |                   |  |        | (10     | )    |  |        | (2      | ) |  |         | 12      |  
|                                              | Stock purchase plans                    |   |                    | 6       |                   |  |        | 138     |      |  |        | 848     |   |  |         | 817     |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              | End of period                           |   | $                  | 25,272  |                   |  |        | 21,660  |      |  |        | 25,272  |   |  |         | 21,660  |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Retained earnings                             |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | 317,902 |                   |  |        | 300,645 |      |  |        | 306,339 |   |  |         | 315,698 |  
|                                              | Net earnings (loss)                     |   |                    | 5,973   |                   |  |        | (570    | )    |  |        | 17,536  |   |  |         | (15,623 | )
|                                              | Dividends paid to shareholders          |   |                    | (40,660 | )                 |  |        |        |      |  |        | (40,660 | ) |  |         |        |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              | End of period                           |   | $                  | 283,215 |                   |  |        | 300,075 |      |  |        | 283,215 |   |  |         | 300,075 |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Accumulated other comprehensive income (loss) |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | 1,546   |                   |  |        | (1,256  | )    |  |        | (610    | ) |  |         | (2,038  | )
|                                              | Foreign currency translation adjustment |   |                    | (1,007  | )                 |  |        | 252     |      |  |        | 1,149   |   |  |         | 1,034   |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              |                                         | $ | 539                |         |                   |  | (1,004 | )       |      |  | 539    |         |   |  | (1,004  | )      
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Unamortized value of restricted stock issued  |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | (668    | )                 |  |        | (591    | )    |  |        | (800    | ) |  |         | (690    | )
|                                              | Restricted stock-vesting/forfeiture     |   |                    |        |                   |  |        | 35      |      |  |        |        |   |  |         | 45      |  
|                                              | Restricted stock-change in value        |   |                    |        |                   |  |        | 10      |      |  |        | 2       |   |  |         | (12     | )
|                                              | Restricted stock-amortization of value  |   |                    | 65      |                   |  |        | 26      |      |  |        | 195     |   |  |         | 137     |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              | End of period                           |   | $                  | (603    | )                 |  |        | (520    | )    |  |        | (603    | ) |  |         | (520    | )
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Treasury stock                                |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Beginning of period                     |   | $                  | (22,134 | )                 |  |        | (21,967 | )    |  |        | (22,134 | ) |  |         | (21,957 | )
|                                              | Restricted stock-vesting/forfeiture     |   |                    |        |                   |  |        | (35     | )    |  |        |        |   |  |         | (45     | )
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              | End of period                           |   | $                  | (22,134 | )                 |  |        | (22,002 | )    |  |        | (22,134 | ) |  |         | (22,002 | )
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|Comprehensive income (loss)                   |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |        
|                                              | Net earnings (loss)                     |   | $                  | 5,973   |                   |  |        | (570    | )    |  |        | 17,536  |   |  |         | (15,623 | )
|                                              | Foreign currency translation adjustment |   |                    | (1,007  | )                 |  |        | 252     |      |  |        | 1,149   |   |  |         | 1,034   |  
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  
|                                              |                                         | $ | 4,966              |         |                   |  | (318   | )       |      |  | 18,685 |         |   |  | (14,589 | )      
|                                              |                                         |   |                    |         |                   |  |        |         |      |  |        |         |   |  |         |         |  

See accompanying notes to consolidated financial statements.

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CDI CORP. AND SUBSIDIARIES




Consolidated Statements of Cash Flows(In thousands; unaudited)


|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|------------------------------------------------------------------------------ |  | ------------------------------------------------------------------ | ------- | ----------------- | ------- | ---- | ------- | - | ------- | -
|                                                                               |  |                                                                    |         | Nine months ended
|                                                                               |  |                                                                    |         | September 30,    
|                                                                               |  |                                                                    |         |                  
|                                                                               |  |                                                                    |         | 2003              |         | 2002
|                                                                               |  |                                                                    |         |                   |         |     
|Continuing Operations                                                          |  |                                                                    |         |                   |         |      |         |  
|Operating activities:                                                          |  |                                                                    |         |                   |         |      |         |  
|                                                                               |  | Net earnings (loss)                                                |         | $                 | 17,536  |      |         |   | (15,623 | )
|                                                                               |  | Net income from discontinued operations                            |         |                   |        |      |         |   | (425    | )
|                                                                               |  | Cumulative effect of change in accounting for goodwill, net of tax |         |                   |        |      |         |   | 13,968  |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|                                                                               |  | Earnings from continuing operations                                |         |                   | 17,536  |      |         |   | (2,080  | )
|                                                                               |  | Minority interests                                                 |         |                   |        |      |         |   | 135     |  
|                                                                               |  | Depreciation                                                       |         |                   | 9,458   |      |         |   | 20,456  |  
|                                                                               |  | Non cash provision for restructure                                 |         |                   | 69      |      |         |   | 8,530   |  
|                                                                               |  | Loss on sale of assets                                             |         |                   |        |      |         |   | 1,259   |  
|                                                                               |  | Deferred income taxes                                              |         |                   | 6,678   |      |         |   | 4,036   |  
|Changes in operating assets and liabilities, net of effects from acquisitions: |  |                                                                    |         |                   |         |      |         |  
|                                                                               |  | Accounts receivable, net                                           |         |                   | (19,766 | )    |         |   | 52,136  |  
|                                                                               |  | Prepaid and other current assets                                   |         |                   | 333     |      |         |   | (7,173  | )
|                                                                               |  | Accounts payable                                                   |         |                   | (7,179  | )    |         |   | (3,131  | )
|                                                                               |  | Accrued expenses and other current liabilities                     |         |                   | (6,034  | )    |         |   | (8,706  | )
|                                                                               |  | Non-current assets and liabilities and other                       |         |                   | 6,281   |      |         |   | 1,691   |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|                                                                               |  |                                                                    | 7,376   |                   |         |      | 67,153  |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|Investing activities:                                                          |  |                                                                    |         |                   |         |      |         |  
|                                                                               |  | Purchases of fixed assets                                          |         |                   | (11,776 | )    |         |   | (6,758  | )
|                                                                               |  | Sale (purchases) of short-term investments, net                    |         |                   | 28,479  |      |         |   | (15,129 | )
|                                                                               |  | Acquisitions, net of cash acquired                                 |         |                   | (39     | )    |         |   | (4,146  | )
|                                                                               |  | Other                                                              |         |                   | 645     |      |         |   | 1,327   |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|                                                                               |  |                                                                    | 17,309  |                   |         |      | (24,706 | )
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|Financing activities:                                                          |  |                                                                    |         |                   |         |      |         |  
|                                                                               |  | Dividends paid to shareholders                                     |         |                   | (40,660 | )    |         |   |        |  
|                                                                               |  | Payments on long-term debt                                         |         |                   |        |      |         |   | (7,238  | )
|                                                                               |  | Obligations not liquidated because of outstanding checks           |         |                   | 3,056   |      |         |   | (1,231  | )
|                                                                               |  | Proceeds from stock plans                                          |         |                   | 1,459   |      |         |   | 3,265   |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|                                                                               |  |                                                                    | (36,145 | )                 |         |      | (5,204  | )
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|Net cash flows from continuing operations                                      |  |                                                                    | (11,460 | )                 |         |      | 37,243  |  
|Net cash flows from discontinued operations                                    |  |                                                                    |        |                   |         |      | 8,734   |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|(Decrease) increase in cash and cash equivalents                               |  |                                                                    | (11,460 | )                 |         |      | 45,977  |  
|Cash and cash equivalents at beginning of period                               |  |                                                                    | 41,148  |                   |         |      | 26,255  |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|Cash and cash equivalents at end of period                                     |  | $                                                                  | 29,688  |                   |         |      | 72,232  |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  
|Supplemental disclosures of cash flow information:                             |  |                                                                    |         |                   |         |      |         |  
|Cash paid during the period for:                                               |  |                                                                    |         |                   |         |      |         |  
|Income taxes (net of refunds)                                                  |  | $                                                                  | (5,947  | )                 |         |      | 2,979   |  
|                                                                               |  |                                                                    |         |                   |         |      |         |   |         |  

See accompanying notes to consolidated financial statements.

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CDI Corp.




Notes to Consolidated Financial Statements
September 30, 2003(Dollars in thousands, except share and 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 nine month periods ended September 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 January 2003, the Financial Accounting Standards Board (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 ending after December 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 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.

In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150
(SFAS 150)  Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. SFAS 150 establishes
standards that require companies to classify certain financial instruments as
liabilities that were previously classified as equity. SFAS 150 was effective
for financial instruments entered into or modified after May 31,
2003. The remaining provisions of SFAS 150, are effective for all periods
starting July 1, 2003. The Company has reviewed SFAS 150 and has determined
there is no financial statement impact.

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3.     Cash, Cash Equivalents and Short-Term Investments

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

|                        |                    |   |               |        |              |  |        |        | 
|----------------------- | ------------------ | - | ------------- | ------ | ------------ |  | ------ | ------ | 
|                        |                    |   | September 30, |        | December 31,
|                        |                    |   | 2003          |        | 2002        
|(in thousands)          |                    |   |               |       
|Cash                    |                    | $ | 2,786         |        |              |  | 12,659 |       
|Cash equivalents        |                    |   | 26,902        |        |              |  | 28,489 |       
|                        |                    |   |               |        |              |  |        |       
|                        |                    | $ | 29,688        |        |              |  | 41,148 |       
|                        |                    |   |               |        |              |  |        |       
|Short-term investments: |                    |   |               |        |              |  |        |       
|                        | Available-for-sale |   | $             | 29,998 |              |  |        | 43,252 | 
|                        | Held-to-maturity   |   |               |       |              |  |        | 15,225 | 
|                        |                    |   |               |        |              |  |        |       
|                        |                    | $ | 29,998        |        |              |  | 58,477 |       
|                        |                    |   |               |        |              |  |        |       

Cash equivalents and short-term 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 nine month periods ended September 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.

Available-for-sale securities as of September 30, 2003 of $30.0 million include
$9.9 million for securities maturing in one year or less and $20.1 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.

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 conducted its annual goodwill impairment test as of July 1, 2003
and found no further impairments.

5.     Provision for Restructure

During the nine months ended September 30, 2003, the Company recorded $0.1
million of restructuring charges, as compared to $12.6 million recorded in the
first nine months of 2002. This charge includes severances of $0.4 million in
connection with the Companys new growth strategy and leadership consolidation
plan, partially offset by a $0.3 million adjustment to true-up a previously
estimated provision for operating lease obligations.

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The table presented below shows the current year activity from a balance sheet
perspective:

|                    |                             |   |                |       |             |  |              |      |               |  |                |        |   |  |       |       | 
|------------------- | --------------------------- | - | -------------- | ----- | ----------- |  | ------------ | ---- | ------------- |  | -------------- | ------ | - |  | ----- | ----- | 
|                    |                             |   | Net Accrual at |       | Current     |  |              |      |               |  | Net Accrual at
|                    |                             |   | December 31,   |       | Year        |  | Cash         |      | September 30,
|                    |                             |   | 2002           |       | Adjustments |  | Expenditures |      | 2003         
|(in thousands)      |                             |   |                |       |             |  |              |     
|Reserve Components: |                             |   |                |       |             |  |              |      |               |  |                |        |   |  |       |      
|                    | Severance                   |   | $              | 3,360 |             |  |              | 348  |               |  |                | (2,528 | ) |  |       | 1,180 | 
|                    | Terminated operating leases |   |                | 5,539 |             |  |              | (279 | )             |  |                | (1,593 | ) |  |       | 3,667 | 
|                    |                             |   |                |       |             |  |              |      |               |  |                |        |   |  |       |       | 
|                    |                             | $ | 8,899          |       |             |  | 69           |      |               |  | (4,121         | )      |   |  | 4,847 |      
|                    |                             |   |                |       |             |  |              |      |               |  |                |        |   |  |       |      

The remaining liability for severance will be substantially paid by the first
quarter of 2004. 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.

The breakdown of the restructuring charges for 2003 and 2002 among operating
segments is as follows:

|                      |  |                    |      |                   |  |      |       |      |  |  |      |   |  |  |        | 
|--------------------- |  | ------------------ | ---- | ----------------- |  | ---- | ----- | ---- |  |  | ---- | - |  |  | ------ | 
|                      |  | Three months ended |      | Nine months ended
|                      |  | September 30,      |      | September 30,    
|                      |  |                    |      |                  
|                      |  | 2003               |      | 2002              |  | 2003 |       | 2002
|(in thousands)        |  |                    |      |                   |  |      |       |     
|Professional Services |  | $                  | 163  |                   |  |      | 1,887 |      |  |  | 163  |   |  |  | 2,492  | 
|Project Management    |  |                    | 55   |                   |  |      | 567   |      |  |  | 55   |   |  |  | 3,978  | 
|Todays Staffing       |  |                    | (222 | )                 |  |      | 3,853 |      |  |  | (222 | ) |  |  | 3,861  | 
|Management Recruiters |  |                    | 130  |                   |  |      | 1,595 |      |  |  | 130  |   |  |  | 1,595  | 
|Corporate             |  |                    | (57  | )                 |  |      | 596   |      |  |  | (57  | ) |  |  | 625    | 
|                      |  |                    |      |                   |  |      |       |      |  |  |      |   |  |  |        | 
|                      |  | $                  | 69   |                   |  |      | 8,498 |      |  |  | 69   |   |  |  | 12,551 | 
|                      |  |                    |      |                   |  |      |       |      |  |  |      |   |  |  |        | 

6.     Discontinued Operations

In June 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 nine month periods
ended September 30, 2002 were as follows:

|                                      |  |                    |      |                    |  |  |        |  
|------------------------------------- |  | ------------------ | ---- | ------------------ |  |  | ------ | -
|                                      |  | Three months       |      | Nine months       
|                                      |  | ended              |      | Ended             
|                                      |  | September 30, 2002 |      | September 30, 2002
|(in thousands)                        |  |                    |      |                   
|Revenues                              |  | $                  |     |                    |  |  | 32,674 |  
|                                      |  |                    |      |                    |  |  |        |  
|Gross profit                          |  | $                  |     |                    |  |  | 5,718  |  
|Operating and administrative expenses |  |                    | 62   |                    |  |  | 5,903  |  
|Provision for asset impairment        |  |                    | (104 | )                  |  |  | 1,160  |  
|                                      |  |                    |      |                    |  |  |        |  
|Income (loss) before income taxes     |  |                    | 42   |                    |  |  | (1,345 | )
|Income tax expense (benefit)          |  |                    | 15   |                    |  |  | (1,770 | )
|                                      |  |                    |      |                    |  |  |        |  
|Income from discontinued operations   |  | $                  | 27   |                    |  |  | 425    |  
|                                      |  |                    |      |                    |  |  |        |  

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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 three and nine
months ended September 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 nine months ended September 30, 2003 and 2002 was
determined as follows:

|        |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |            |  
|------- | -------------------------------------------------------------------------- |  | ------------- | ---------- | ------------- |  | ---------- | ---------- | ---- |  | ---------- | ---------- | - |  | ---------- | ---------- | -
|        |                                                                            |  | Three months  |            | Nine months  
|        |                                                                            |  | Ended         |            | ended        
|        |                                                                            |  | September 30, |            | September 30,
|        |                                                                            |  |               |            |              
|        |                                                                            |  | 2003          |            | 2002          |  | 2003       |            | 2002
|        |                                                                            |  |               |            |               |  |            |            |     
|Basic   |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |           
|        | Average shares outstanding                                                 |  |               | 19,449,668 |               |  |            | 19,293,247 |      |  |            | 19,405,753 |   |  |            | 19,227,741 |  
|        | Restricted shares issued not vested                                        |  |               | (45,000    | )             |  |            | (44,875    | )    |  |            | (45,125    | ) |  |            | (45,625    | )
|        |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |           
|        |                                                                            |  | 19,404,668    |            |               |  | 19,248,372 |            |      |  | 19,360,628 |            |   |  | 19,182,116 |           
|Diluted |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |           
|        | Shares used for basic calculation                                          |  |               | 19,404,668 |               |  |            | 19,248,372 |      |  |            | 19,360,628 |   |  |            | 19,182,116 |  
|        | Dilutive effect of stock options                                           |  |               | 228,913    |               |  |            |           |      |  |            | 198,758    |   |  |            |           |  
|        | Dilutive effect of restricted shares issued
not vested  time based        |  |               | 14,278     |               |  |            |           |      |  |            | 11,075     |   |  |            |           |  
|        | Dilutive effect of restricted shares issued
not vested  performance based |  |               | 375        |               |  |            |           |      |  |            | 250        |   |  |            |           |  
|        | Dilutive effect of units issuable under
stock purchase plans               |  |               | 100,393    |               |  |            |           |      |  |            | 109,999    |   |  |            |           |  
|        |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |           
|        |                                                                            |  | 19,748,627    |            |               |  | 19,248,372 |            |      |  | 19,680,710 |            |   |  | 19,182,116 |           
|        |                                                                            |  |               |            |               |  |            |            |      |  |            |            |   |  |            |           

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.

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. The Company has elected to
continue with its current practice of applying the recognition and measurement
principles of APB 25. The Company has adopted the disclosure requirement of
SFAS 148.

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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 and nine month periods ended
September 30, 2003 and 2002 as if the Company had adopted the fair value
recognition provisions of SFAS 123:

|                                                                                                                   |                       |   |                    |      |                   |  |      |       |      |  |        |      |  |  |         |       |  
|------------------------------------------------------------------------------------------------------------------ | --------------------- | - | ------------------ | ---- | ----------------- |  | ---- | ----- | ---- |  | ------ | ---- |  |  | ------- | ----- | -
|                                                                                                                   |                       |   | Three months ended |      | Nine months ended
|                                                                                                                   |                       |   | September 30,      |      | September 30,    
|                                                                                                                   |                       |   |                    |      |                  
|                                                                                                                   |                       |   | 2003               |      | 2002              |  | 2003 |       | 2002
|(in thousands)                                                                                                     |                       |   |                    |      |                   |  |      |      
|Net income (loss), as reported                                                                                     |                       | $ | 5,973              |      |                   |  | (570 | )     |      |  | 17,536 |      |  |  | (15,623 | )    
|Stock-based employee and director compensation
cost included in reported earnings (loss), net of
income tax effect |                       |   | 49                 |      |                   |  | 208  |       |      |  | 484    |      |  |  | 758     |      
|Stock-based employee and director compensation
cost under fair value-based method, net of
income tax effect        |                       |   | (425               | )    |                   |  | (477 | )     |      |  | (1,629 | )    |  |  | (1,544  | )    
|                                                                                                                   |                       |   |                    |      |                   |  |      |       |      |  |        |      |  |  |         |      
|Pro forma net income (loss)                                                                                        |                       | $ | 5,597              |      |                   |  | (839 | )     |      |  | 16,391 |      |  |  | (16,409 | )    
|                                                                                                                   |                       |   |                    |      |                   |  |      |       |      |  |        |      |  |  |         |      
|Net earnings (loss) per share:                                                                                     |                       |   |                    |      |                   |  |      |       |      |  |        |      |  |  |         |      
|                                                                                                                   | Basic - as reported   |   | $                  | 0.31 |                   |  |      | (0.03 | )    |  |        | 0.91 |  |  |         | (0.81 | )
|                                                                                                                   | Basic - pro forma     |   |                    | 0.29 |                   |  |      | (0.04 | )    |  |        | 0.85 |  |  |         | (0.86 | )
|                                                                                                                   | Diluted - as reported |   | $                  | 0.30 |                   |  |      | (0.03 | )    |  |        | 0.89 |  |  |         | (0.81 | )
|                                                                                                                   | Diluted - pro forma   |   |                    | 0.28 |                   |  |      | (0.04 | )    |  |        | 0.83 |  |  |         | (0.86 | )

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 is a franchisor providing support services to its franchisees who engage in
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 |         | Nine months ended
|                                                                                                                                                        |                       |   | September 30,      |         | September 30,    
|                                                                                                                                                        |                       |   |                    |         |                  
|                                                                                                                                                        |                       |   | 2003               |         | 2002              |  | 2003    |         | 2002
|(in thousands)                                                                                                                                          |                       |   |                    |         |                   |  |         |        
|Revenues:                                                                                                                                               |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|                                                                                                                                                        | Professional Services |   | $                  | 142,495 |                   |  |         | 153,203 |      |  |         | 423,130 |   |  |         | 481,057 |  
|                                                                                                                                                        | Project Management    |   |                    | 74,746  |                   |  |         | 76,203  |      |  |         | 230,841 |   |  |         | 235,934 |  
|                                                                                                                                                        | Todays Staffing       |   |                    | 34,069  |                   |  |         | 35,735  |      |  |         | 105,082 |   |  |         | 114,547 |  
|                                                                                                                                                        | Management Recruiters |   |                    | 13,045  |                   |  |         | 22,647  |      |  |         | 44,822  |   |  |         | 67,799  |  
|                                                                                                                                                        |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|                                                                                                                                                        |                       | $ | 264,355            |         |                   |  | 287,788 |         |      |  | 803,875 |         |   |  | 899,337 |        
|                                                                                                                                                        |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|Earnings (loss) from continuing operations
before income taxes, minority interests,
discontinued operations and cumulative
effect of accounting change: |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|Operating profit (loss):                                                                                                                                |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|                                                                                                                                                        | Professional Services |   | $                  | 5,193   |                   |  |         | 1,992   |      |  |         | 14,020  |   |  |         | 2,892   |  
|                                                                                                                                                        | Project Management    |   |                    | 3,922   |                   |  |         | 4,660   |      |  |         | 13,205  |   |  |         | 4,669   |  
|                                                                                                                                                        | Todays Staffing       |   |                    | 1,972   |                   |  |         | (2,939  | )    |  |         | 5,509   |   |  |         | (720    | )
|                                                                                                                                                        | Management Recruiters |   |                    | 905     |                   |  |         | (169    | )    |  |         | 3,457   |   |  |         | 4,058   |  
|                                                                                                                                                        | Corporate             |   |                    | (2,872  | )                 |  |         | (4,709  | )    |  |         | (9,991  | ) |  |         | (14,075 | )
|                                                                                                                                                        |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|                                                                                                                                                        |                       |   | 9,120              |         |                   |  | (1,165  | )       |      |  | 26,200  |         |   |  | (3,176  | )      
|Interest (income) expense, net                                                                                                                          |                       |   | (170               | )       |                   |  | (111    | )       |      |  | (796    | )       |   |  | 17      |        
|                                                                                                                                                        |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        
|                                                                                                                                                        |                       | $ | 9,290              |         |                   |  | (1,054  | )       |      |  | 26,996  |         |   |  | (3,193  | )      
|                                                                                                                                                        |                       |   |                    |         |                   |  |         |         |      |  |         |         |   |  |         |        

|               |                       |   |               |         |              |  |         |         | 
|-------------- | --------------------- | - | ------------- | ------- | ------------ |  | ------- | ------- | 
|               |                       |   | September 30, |         | December 31,
|               |                       |   | 2003          |         | 2002        
|(in thousands) |                       |   |               |        
|Assets:        |                       |   |               |         |              |  |         |        
|               | Professional Services |   | $             | 168,575 |              |  |         | 155,650 | 
|               | Project Management    |   |               | 99,845  |              |  |         | 89,996  | 
|               | Todays Staffing       |   |               | 41,118  |              |  |         | 44,779  | 
|               | Management Recruiters |   |               | 33,746  |              |  |         | 38,934  | 
|               | Corporate             |   |               | 60,053  |              |  |         | 103,415 | 
|               |                       |   |               |         |              |  |         |        
|               |                       | $ | 403,337       |         |              |  | 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

In the third quarter of 2002, the Company recorded a loss on the sale of its
MRI Company-owned permanent placement offices of $1.3 million. This
transaction was completed to focus MRI on its franchise operations and provide
capital to re-deploy toward franchise support.

On June 30 2003, the Company entered into an agreement to sell certain assets
and liabilities of its MRI operations of $2.7 million. Under the terms of that agreement, the
Company received a $0.5 million non-refundable payment, 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 $1.4 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 ($1.2 million).

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Item 2.

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

Results of Operations

Overview

During the nine month period ended September 30, 2003, CDI Corp.s (CDI or
the Company) revenues decreased from a year ago as a result of some business
softening, principally due to a continued sluggish U.S. economy, as well as to
the exit of low margin accounts in PS and the exit of company-owned offices in
MRI during 2002 and 2003. Despite the revenue decrease, the Company generated
higher operating profits compared to last year. Management attributes this
improvement in operating profits to an ongoing commitment to fiscal discipline
that was initiated under the Plan of Restructure (the Plan) in December 2001.
In addition, during the third quarter of 2003, the Company initiated a new
growth strategy and leadership consolidation plan to support a go-to-market
strategy that will more closely align the Company with the key vertical markets
it serves. This growth strategy is designed to better serve the Companys
customers, generate higher revenues and achieve greater operating efficiencies.

Given the recent changes in the tax law and the Companys commitment to
shareholders, the Board of Directors declared and paid a special dividend of
$2.00 per share and a quarterly dividend of $0.09 per share aggregating $40.7
million during the third quarter of 2003.

Although current governmental statistics indicate some positive economic
recovery, management expects that there will be continued revenue softness in
the fourth quarter of 2003 since there is typically a three to six month lag
after the beginning of a turnaround before the Companys businesses will
experience the benefits.

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 September 30,
2003 as compared to the three months ended September 30, 2002

The Company recorded consolidated revenues of $264.4 million in the third
quarter of 2003, down $23.4 million or 8.1%, as compared to the third quarter
of 2002. This decline was primarily in PS, due to reduced customer demand for
engineering staffing services, and in MRI, largely due to the impact of having
exited the company-owned permanent placement business during 2002 and 2003.
Additionally, U.S. billable hours in the current quarter were negatively
impacted by the September hurricane in the Mid-Atlantic States and the blackout
that affected many of the Companys Northeastern US-based clients. Partially
offsetting these declines was continued revenue growth in the Companys UK
subsidiary (AndersElite) included in the PS segment, and in the chemical and
industrial vertical in the PM segment.

The Company s gross profit of $63.5 million in the third quarter of 2003 was
lower by $13.3 million or 17.3%, as compared to the third quarter of 2002.
This decline was primarily due to the lower sales volume noted above, as well
as the exit of company-owned offices in MRI during the third quarter of 2002
and the second quarter of 2003.

Operating and administrative expenses were $54.3 million in the third quarter
of 2003, a decline of $13.9 million
or 20.4 %, from third quarter of 2002. This improvement was due primarily to
the Companys lower cost structure attributable to the Plan and the lower sales
volume in the third quarter of 2003. During the third quarter, the Company
implemented a new replacement policy for personal computers, which extends the
useful life from three to four years. As a result of the new replacement
policy, the Company prospectively reduced depreciation expense by $0.6 million.
The impact on the Companys segments is not significant.

The Company recorded $ 0.1 million of restructuring expenses in the third
quarter of 2003. This charge reflects $0.4 million of severances in connection
with the Companys new growth strategy and leadership consolidation

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plan,
partially offset by $0.3 million reduction of previously recorded provisions
for operating lease obligations. The Company recorded $8.5 million of
restructuring expenses last year. These restructuring expenses included: $3.6
million for the termination of operating leases relating to the closure of
approximately 46 offices, $2.5 million for severance for approximately 130
staff employees and $2.4 million for asset impairments.

In the third quarter of 2002, the Company recorded a loss on the sale of its
MRI company-owned permanent placement offices of $1.3 million.

Operating profit was $9.1 million in the third quarter of 2003, as compared to
an operating loss of $1.2 million in the third quarter of 2002. The $10.3
million improvement in operating profit was due primarily to a reduction in
operating and administrative expenses of $13.9 million, restructuring
expenses $8.4 million lower than last year and a prior year loss
on sale of assets of $1.3 million, which more than offset the
decline in gross profit of $13.3 million.

Net interest income of $ 0.2 million in the third quarter of 2003, was higher
in comparison to the third quarter of 2002. The improvement was the result of
higher invested cash balances.

The Companys effective income tax
rate for the third quarter of 2003 was 35.7% generally reflecting the
Companys expected annual effective rate of 36.0%. The annual
effective tax rate for 2003 of 36.0% is 2.0% lower than the annual
effective tax rate for 2002. The primary difference in anticipated
tax rates reflects the favorable resolution of a prior year tax
contingency of $0.7 million and a tax credit of
$0.1 million. Fluctuations in quarterly tax rates in 2003 and
2002 reflect inter-quarter adjustments to arrive at the appropriate
expected annual tax rate on a year-to-date basis.

Income from discontinued operations for the quarter ended September 30, 2002 of
$27,000 relates to the Companys disposal of Modern Engineering, Inc. (Modern),
which operated in the PM segment.

The Companys net income per diluted share was $0.30 for the third quarter of
2003, as compared to net loss per share of $0.03 in the third quarter of 2002.

Segment Results

Professional Services (PS)
The PS operating segment recorded revenues of $142.5 million for the quarter
ended September 30, 2003, a decrease of $10.7 million or 7.0%, as compared to
the third quarter of 2002. The revenue decline was primarily due to lower
demand for engineering staffing services. Partially offsetting this decline
was the continued revenue growth in the third quarter of 2003 in the U.K. based
AndersElite business. AndersElite continues to experience strong demand in the
construction business. Revenue in the Companys IT staffing business remained
essentially unchanged from last year.

PS gross profit of $29.0 million in the third quarter of 2003 decreased by
$1.6 million or 5.2%, as compared to the third quarter of 2002. This decrease
was due to the lower sales volume noted above, partially offset by a gross
profit margin improvement of 40 basis points resulting from a decrease in lower
margin engineering staffing revenues and improved margins in AndersElite.

PS operating profit was $5.2 million in the third quarter of 2003, as compared
to an operating profit of $2.0 million for the same period in 2002. The $3.2
million improvement was primarily due to a decline in operating and
administrative expenses of $3.1 million, restructuring expenses of
$1.7 million lower than last year, which more than offset the volume based decline in gross profit
of $1.6 million.

Project Management Services (PM)

The PM operating segment recorded revenues of $74.7 million for the quarter
ended September 30, 2003, a decrease of $1.5 million or 2.0 %, as compared to
third quarter of 2002. The lower revenues were primarily attributable to
continued project delays in the pharmaceutical vertical and reduced client
spending in the aerospace, and telecommunications verticals. These declines
were significantly offset by double-digit percentage increases in revenues in
both the chemical and industrial, and government services verticals.

PMs gross profit of $16.9 million, in the third quarter of 2003, was lower by
$2.2 million or 11.5%, as compared to the third quarter of 2002. The decline
in gross profit was primarily due to a reduction in gross profit margin from
25.0% to 22.6% and to a lesser extent a decline in revenues. The lower gross
profit margins were the result of delays in several high margin projects in the
pharmaceutical vertical, as well as an unfavorable business mix associated with
a project in the chemical and industrial vertical. These declines in gross
margin were partially

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offset by improved margins in both aerospace and
government services verticals as the Company continues to seek high-margin
value added business.

PMs operating profit was $3.9 million in the third quarter of 2003, as
compared with an operating profit of $4.7 million in the third quarter of 2002.
The $0.8 million decline was primarily due to lower gross profit margins of
$2.2
million, partially offset by a $0.9 million reduction in operating and
administrative expenses and restructuring expenses $0.5 million lower
than last year.

Todays Staffing (Todays)

The Todays operating segment recorded revenues of $34.1 million for the
quarter ended September 30, 2003, a decrease of $1.6 million, or 4.8% percent,
as compared to the third quarter of 2002. The lower revenues reflect continued
pricing pressure on larger accounts, as well as the sluggish economic
environment in the United States.

Todays gross profit of $9.3 million in the third quarter of 2003 was lower by
$0.9 million or 8.8%, as compared to the third quarter of 2002. The reduction
in gross profit was due to the revenue decline noted above coupled with a
reduction in gross profit margin from 28.6% to 27.3% resulting from competitive
pricing pressures and a change in business mix from higher margin retail
accounts to national accounts.

Todays operating profit was $2.0 million in the third quarter of 2003, as
compared to an operating loss of $2.9 million in the third quarter of 2002.
This improvement of $4.9 million was primarily attributable to the reductions
in restructuring expenses of $4.1 and operating expenses of $1.7 million,
partially offset by reduced gross profit of $0.9 million due to declining
revenues and gross profit margins.

Management Recruiters International (MRI)

The MRI operating segment recorded revenues of $13.0 million for the quarter
ended September 30, 2003, a decrease of $9.6 million or 42.5%, as compared to
the third quarter of 2002. The lower revenues were primarily attributable to
the exit of the company-owned offices in the third quarter of 2002 and at the
end of the second quarter of 2003. Additionally, royalty revenues declined in
2003 due principally to the overall soft employment market.

MRIs gross profit of $8.3 million in the third quarter of 2003 was lower by
$8.7 million or 51.5%, as compared to the third quarter of 2002. This
reduction in gross profit was primarily due to the reduced revenue noted above,
as well as an 11.7% decrease in gross profit margin from 74.8% to 63.1%. This
decrease in gross profit margin was related to the exit of company-owned
offices in 2002 and 2003, which was part of the strategy to move to franchise
operations.

MRIs operating profit was $0.9 million in the third quarter of 2003, as
compared to an operating loss of $0.2 million in the third quarter of 2002.
The improvement in operating profit of $1.1 million was primarily due to a
$7.0 million reduction in operating and administrative expenses due to cost
containment measures and the exit of company-owned offices in 2002
and 2003, restructuring expenses $1.5 million lower than last year and
prior year asset disposal of $1.3 million, partially
offset by lower gross profit of $8.7 million.

Corporate

In the three month period ended September 30, 2003, corporate expenses were
$2.9 million compared to $4.7 million for the same period in 2002. The decline
of $1.8 million or 38.3% was the result of the Plan noted above, continued
fiscal discipline and lower restructuring expenses of $0.6 million.

Consolidated Results of Operations for the nine months ended September 30, 2003
as compared to the nine months ended September 30, 2002

The Company recorded consolidated revenues of $803.9 million in the first nine
months of 2003, down $95.4 million or 10.6% as compared to the first nine
months of 2002. This overall decline was primarily in PS due to the continued
weak demand for engineering 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 exit of
company-owned offices during 2002 and 2003. Partially offsetting these
declines was strong revenue growth in AndersElite in PS and the chemical and
industrial vertical in PM.

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The Company s gross profit of $197.0 million in the first nine months of 2003
was lower by $37.1 million or 15.8%, as compared to the first nine months of
2002. This decline was primarily due to the lower sales volume noted above.
Further, gross profit margin declined 150 basis points driven primarily by the
exit of company-owned offices in MRI during 2002 and 2003, as well as some
pricing adjustments and higher margin project delays in PM.

Operating and administrative expenses were $170.7 million in the first nine
months of 2003, a decline of $52.7 million or 23.6% from the first nine months
of 2002. This improvement was due to the Companys lower cost
structure resulting from the Plan and the lower sales volume in the first nine
months of 2003. Included in this decline was a reduction in bad debt expense
of $1.1 million as the result of the successful collection of exited lower
margin accounts, primarily in the PS segment. During the third quarter, the
Company implemented a new replacement policy for personal computers, which
extends the useful life from three to four years. As a result of the new
replacement policy, the Company prospectively reduced depreciation expense by
$0.6 million. Partially offsetting these improvements, 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. Included in operating
and administrative expenses in the first nine months 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.

The Company recorded $0.1 of restructuring expenses in the first nine months of
2003, as compared to $12.6 million of restructuring expenses in the first nine
months of 2002. The 2003 charge reflects $0.4 million of severances in
connection with the Companys new growth strategy and leadership consolidation
plan, partially offset by a $0.3 million reduction of previously recorded
provisions for operating lease obligations. The restructuring expenses last
year included: $5.8 million for the termination of operating leases relating
to the closure of approximately 75 offices, $3.5 million for severance for
approximately 220 staff employees and $3.3 million for asset impairments.

In nine months ended September 30, 2002, the Company incurred a loss on the
sale of company-owned offices in MRI in the amount of $1.3 million.

Operating profits were $26.2 million in the first nine months of 2003, as
compared to an operating loss of $3.2 million in the first nine months of 2002.
The significant improvement in operating profit of $29.4 million was due
primarily to a reduction in operating and administrative expenses of $52.7
million, which more than offset the volume based decline in gross profit of
$37.1 million, as well as lower restructuring expenses of $12.5 million and
event-driven expenses of $1.2 million. Included in operating and
administrative expenses in the first nine months of 2002 were $7.5 million of
event-driven charges as noted above.

Net interest income was $0.8 million in the first nine months of 2003, as
compared to net interest expense of $17,000 in the first nine months of 2002.
The improvement is the result of an increase in invested funds.

The Companys effective income
tax rate for the nine months ended September 30, 2003 was 35.0%
generally reflecting the Companys annual effect tax rate of
36.0%. The annual effective tax rate for 2003 of 36.0% is 2.0% lower
than the annual effective tax rate for 2002. The primary difference
in anticipated tax rates reflects the favorable resolution of a prior
year tax contingency of $0.7 million and a tax credit of
$0.1 million. Fluctuations in quarterly tax rates in 2003 and
2002 reflect inter-quarter adjustments to arrive at the appropriate
expected annual tax rate on a year-to-date basis.

Income from discontinued operations in the first nine months of 2002 was $0.4
million, which relates to the disposal of the Companys 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 is presented as a cumulative effect of
accounting change in the Consolidated Statement of Earnings.

The Companys net income per diluted share was $0.89 for the first nine months
of 2003, as compared to a net loss per share of $0.81 in the first nine months
of 2002.

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Segment Results

Professional Services (PS)

The PS operating segment recorded revenues of $423.1 million for the nine
months ended September 30, 2003, a decrease of $58.0 million or 12.0%, as
compared to the first nine months of 2002. This overall decline was primarily
due to the continued weak demand for engineering staffing and the planned exit
of lower margin accounts during 2002. Partially offsetting this decline was
strong revenue growth in the first nine months of 2003 in the UK based
AndersElite business. AndersElite continues to experience strong demand in the
construction business.

PS gross profit of $86.2 million in the first nine months of 2003 was lower by
$7.7 million or 8.2%, as compared to the first nine months of 2002. This
decline was due primarily to the lower sales volume noted above, partially
offset by an increase in gross profit in AndersElite from higher sales and an
improvement in gross profit margin from 19.5% to 20.4%, which was primarily due
to the exit of lower margin accounts last year.

PS operating profit was $14.0 million in the first nine months of 2003, as
compared to an operating profit of $2.9 million for the same period in 2002.
The $11.1 million improvement was primarily due to a decline in operating and
administrative expenses of $16.5 million, which more than offset the
volume-based decline in gross profit of
$7.7 million, as well as lower restructuring expenses of $2.3 million.
Included in the $16.5 million improvement in operating and administrative
expenses was a $1.1 million benefit from the reduction of bad debt expense this
year due to the successful collection of exited lower margin accounts and a
$5.7 million reduction for event-driven charges recorded last year.

Project Management Services (PM)

The PM operating segment recorded revenues of $230.8 million for the nine
months ended September 30, 2003, a decrease of $5.1 million or 2.2%, as
compared to the first nine months of 2002. The lower revenues were primarily
attributable to project delays in the pharmaceutical vertical and reduced
client spending in the aerospace and telecommunications verticals. These
declines were significantly offset by a double-digit percentage increase in
revenues in the chemical and industrial vertical.

PMs gross profit of $52.9 million in the first nine months of 2003 was lower
by $3.5 million or 6.2%, as compared to the first nine months of 2002. The
lower gross profit was the result of delays in several high margin projects in
the pharmaceutical vertical, as well as an unfavorable business mix associated
with a project in the chemical and industrial vertical. These declines in
gross profit were partially offset by improved margins in both aerospace and
government services verticals as the Company continues to seek high-margin
value added business.

PMs operating profit was $13.2 million in the first nine months of 2003, as
compared with an operating profit of $4.7 million in the first nine months of
2002. The $8.5 million improvement was primarily due to a decline in operating
and administrative expenses of $8.1 million and lower restructuring expenses of
$3.9 million, which more than offset the decline in gross profit of $3.5
million. Included in the $8.1 million of improvements in operating and
administrative expenses were $1.6 million of event-driven charges recorded last
year.

Todays Staffing (Todays)

The Todays operating segment recorded revenues of $105.1 million for the nine
months ended September 30, 2003, a decrease of $9.4 million or 8.2% percent, as
compared to the first nine months of 2002. The lower revenues reflect
competitive pricing pressures, as well as the continued challenging economic
environment in the United States. The demand for temporary clerical help is
particularly dependent on the overall economic conditions.

Todays gross profit of $29.2 million in the first nine months of 2003 was
lower by $2.9 million or 9.0%, as compared to the first nine months of 2002.
The decreased gross profit was primarily due to the revenue decline discussed
above and to a lesser degree a decrease in gross profit margin of 20 basis
points resulting from competitive pricing pressures and a change in business
mix from higher margin retail accounts to national accounts.

Todays operating profit was $5.5 million in the first nine months of 2003, as
compared to an operating loss of $0.7 million in the first nine months of 2002.
This improvement of $6.2 million was primarily attributable to the reduction

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of operating and administrative expenses of $5.0 million and lower
restructuring expenses of $4.1 million, which more than offset the reduction in
gross margin of $2.9 million. Included in the $5.0 million improvement in
operating and administrative expenses was $0.2 million for an event-driven
charge recorded last year.

Management Recruiters International (MRI)

The MRI operating segment recorded revenues of $44.8 million for the nine
months ended September 30, 2003, a decrease of $23.0 million or 33.9%, as
compared to the first nine months of 2002. The lower revenues were primarily
attributable to the exit of the company-owned offices in the third quarter of
2002 and at the end of the second quarter of 2003. Additionally, royalty
revenues declined in 2003 due principally to the overall soft employment
market.

MRIs gross profit of $28.7 million in the first nine months of 2003 was lower
by $23.0 million or 44.5%, as compared to the first nine months of 2002. This
decline in gross profit resulted from the reductions discussed above, which
reduced the gross profit margin from 76.2% to 64.1%.

MRIs operating profit was $3.5 million in the first nine months of 2003, as
compared to an operating profit of $4.1 million in the first nine months of
2002. The reduction in operating profit of $0.6 million was primarily due to
the reduction in gross profit of $22.9 million, substantially offset by a
reduction in operating and administrative expenses of $19.6 million as well as
lower restructuring expenses and asset disposal of $2.7 million.

Corporate

In the nine month period ended September 30, 2003, corporate expenses were
$10.0 million compared to $14.1 million for the same period in 2002. The
decline of $4.1 million or 29.1% was the result of the Plan noted above, as
well as continued fiscal discipline and lower restructuring expenses of $0.7
million.

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. The Companys financial condition
continues to remain strong. At September 30, 2003, cash, cash equivalents and
short-term investments totaled $59.7 million. On July 22, 2003, the Board of
Directors declared a special dividend of $2.00 per share and a quarterly
dividend of $.09 per share paid on August 19, 2003 to all shareholders of
record as of August 5, 2003. Cash, cash equivalents and short-term investments
decreased $39.9 million when compared to December 31, 2002, primarily due to
the dividend payment, which totaled $40.7 million.

Cash flows from operations were
$7.4 million and $67.2 million for the nine months ended
September 30, 2003 and September 30, 2002, respectively.
The $59.8 million decline in operating cash flows primarily
reflects a deceleration in the collection of accounts receivable
during 2003 compared to 2002. This deceleration is due to the wind down and exiting of lower
margin customer accounts in 2002 coupled with successful collections
experience from these exited customers during the nine months ended
September 30, 2002. Also contributing to the decline in operating cash flows in
2003 was an increase in accounts receivables due, in part, to the
implementation of a new accounting system in the third quarter of 2003
and the ramp-up of new customers during the year, who are also
implementing new systems. The Company is actively addressing its
working capital management on an ongoing basis. Contributing to cash
flows during 2003 was the recovery of almost $6.0 million of
previously paid income taxes, in contrast to tax payments of
$3.0 million during the nine month period ended
September 30, 2002.

Cash used in investing activities during the first nine months of 2003 was
$11.2 million excluding the effects of net sales of short-term investments of
$28.5 million. The proceeds from the sale of short-term investments were used
primarily to fund the dividend payment described above. Investing activities
primarily consisted of capital expenditures for software and leasehold
improvements of $11.8 million. In the same period in 2002, excluding the
purchase of a short-term investment of $15.1 million, cash used in investing
activities was $9.6 million, primarily for capital expenditures.

Cash used in financing activities in 2003 and 2002, was $36.1 million and $5.2
million, respectively. The increase in cash used in financing activities was
primarily the result of the $40.7 million dividend payment discussed above,

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partially offset by proceeds received from stock plans of $1.5 million and an
increase in obligations not liquidated because of outstanding checks of $3.1
million.

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 January 2003, the Financial Accounting Standards Board (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 ending after December 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 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.

In May 2003, the FASB issued Statement of Financial Accounting Standard No. 150
(SFAS 150)  Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity. SFAS 150 establishes
standards that require companies to classify certain financial instruments as
liabilities that were previously classified as equity. SFAS 150 was effective
for financial instruments entered into or modified after May 31,
2003. The remaining provisions of SFAS 150 are effective for all periods
starting July 1, 2003. The Company has reviewed SFAS 150 and has determined
there is no financial statement 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 continue to decline, the Companys operating
performance could be adversely impacted. The Company believes that its fiscal
discipline and strategic focus on targeted vertical markets 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

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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
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
September 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 September 30, 2003. Based on this
evaluation, the Chief Executive Officer and Chief Financial Officer have
concluded that the Companys disclosure controls and procedures are effective
in providing 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

Not applicable.




Item 6.

EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

|     |  |                                                                                                                                                                                 |  |  |  | 
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  | 
|10.a |  | Amendment to Agreement Regarding Severance with Gregory L.
Cowan, executed as of
July 23, 2003.                                                                                
|     |  |                                                                                                                                                                                
|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 September 30, 2003.



| |  | On July 23, 2003, the Company filed a report on Form 8-K. In
accordance with SEC Release
No. 33-8216, the information contained in Item 9 of that report 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
second fiscal quarter ended
June 30, 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.                         
|                  |  |                                   
|                  |  |                                   
|November 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                                                                                                                                                                        
|       |  |                                                                                                                                                                                
|10.a   |  | Amendment to Agreement Regarding Severance with Gregory L. Cowan,
executed as of
July 23, 2003.                                                                                
|       |  |                                                                                                                                                                                
|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.

25