##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



---

FORM 10-Q



---



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

For the quarterly period ended September 30, 2006

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 001-05519



---

CDI Corp.

(Exact name of Registrant as specified in its charter)



---



|                                                              |  |                                       
|------------------------------------------------------------- |  | --------------------------------------
|Pennsylvania                                                  |  | 23-2394430                            
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)

1717 Arch Street, 35thFloor, Philadelphia, PA 19103-2768

(Address of principal executive offices)

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



---

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

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (as defined in Section 12b-2 of the Exchange Act.)

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

Outstanding shares of
each of the Registrants classes of common stock as of October 31, 2006 were:



|                                     |  |                   
|------------------------------------ |  | ------------------
|Common stock, $.10 par value         |  | 20, 004,141 shares
|Class B common stock, $.10 par value |  | None              



---



---

##### Table of Contents

CDI CORP.

Table of Contents



|                  |  |                       |  |                                                                                                                                    |  |   
|----------------- |  | --------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I:           |  | FINANCIAL INFORMATION |  |                                                                                                                                   
|                  |  |                       | 
|                  |  | Item 1.               |  | Financial Statements                                                                                                               |  |   
|                  |  |                       | 
|                  |  |                       |  | Consolidated Balance Sheets as of September 30, 2006 (unaudited) and December 31, 2005                                             |  | 2 
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Earnings for the three and nine-month periods ended September 30, 2006 and 2005 (unaudited)             |  | 4 
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Shareholders Equity for the three and nine-month periods ended September 30, 2006 and 2005 (unaudited) |  | 5 
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2006 and 2005 (unaudited)                     |  | 6 
|                  |  |                       | 
|                  |  |                       |  | Notes to Consolidated Financial Statements (unaudited)                                                                             |  | 7 
|                  |  |                       | 
|                  |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                              |  | 18
|                  |  |                       | 
|                  |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risks                                                                        |  | 36
|                  |  |                       | 
|                  |  | Item 4.               |  | Controls and Procedures                                                                                                            |  | 37
|                  |  |                      
|Part II:          |  | OTHER INFORMATION     |  |                                                                                                                                   
|                  |  |                       | 
|                  |  | Item 1.               |  | Legal Proceedings                                                                                                                  |  | 37
|                  |  |                       | 
|                  |  | Item 1A.              |  | Risk Factors                                                                                                                       |  | 38
|                  |  |                       | 
|                  |  | Item 2.               |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                        |  | 38
|                  |  |                       | 
|                  |  | Item 3.               |  | Defaults Upon Senior Securities                                                                                                    |  | 38
|                  |  |                       | 
|                  |  | Item 4.               |  | Submission of Matters to a Vote of Security Holders                                                                                |  | 38
|                  |  |                       | 
|                  |  | Item 5.               |  | Other Information                                                                                                                  |  | 38
|                  |  |                       | 
|                  |  | Item 6.               |  | Exhibits                                                                                                                           |  | 38
|                  | 
|SIGNATURE         |  | 39                   
|                  | 
|INDEX TO EXHIBITS |  | 40                   



---

##### Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

CDI CORP. and SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share data)



|                                                                                                                     |  |                   |          |   |                  |   |          |  
|-------------------------------------------------------------------------------------------------------------------- |  | ----------------- | -------- | - | ---------------- | - | -------- | -
|                                                                                                                     |  | September 30,2006 |          |   | December 31,2005 |  
|                                                                                                                     |  | (Unaudited)       |          |   |                  |  
|Assets                                                                                                               |  |                   |          |   |                  |   |          |  
|Current assets:                                                                                                      |  |                   |          |   |                  |   |          |  
|Cash and cash equivalents                                                                                            |  | $                 | 18,882   |   |                  | $ | 13,407   |  
|Accounts receivable, less allowance for doubtful accounts of $3,794 - September 30, 2006; $3,588 - December 31, 2005 |  |                   | 265,506  |   |                  |   | 232,365  |  
|Prepaid expenses and other assets                                                                                    |  |                   | 8,992    |   |                  |   | 6,910    |  
|Income taxes receivable                                                                                              |  |                   | 1,648    |   |                  |   | 2,135    |  
|Deferred income taxes                                                                                                |  |                   | 6,288    |   |                  |   | 4,938    |  
|                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total current assets                                                                                                 |  |                   | 301,316  |   |                  |   | 259,755  |  
|Property and equipment, at cost                                                                                      |  |                   |          |   |                  |   |          |  
|Computers and systems                                                                                                |  |                   | 107,100  |   |                  |   | 100,234  |  
|Equipment and furniture                                                                                              |  |                   | 30,309   |   |                  |   | 29,305   |  
|Leasehold improvements                                                                                               |  |                   | 16,505   |   |                  |   | 15,318   |  
|                                                                                                                     |  |                   |          |   |                  |   |          |  
|                                                                                                                     |  |                   | 153,914  |   |                  |   | 144,857  |  
|Accumulated depreciation                                                                                             |  |                   | (115,670 | ) |                  |   | (107,885 | )
|                                                                                                                     |  |                   |          |   |                  |   |          |  
|Property and equipment, net                                                                                          |  |                   | 38,244   |   |                  |   | 36,972   |  
|                                                                                                                     |  |                  
|Deferred income taxes                                                                                                |  |                   | 3,350    |   |                  |   | 6,928    |  
|Goodwill                                                                                                             |  |                   | 73,477   |   |                  |   | 71,199   |  
|Other assets                                                                                                         |  |                   | 3,921    |   |                  |   | 4,640    |  
|                                                                                                                     |  |                   |          |   |                  |   |          |  
|Total assets                                                                                                         |  | $                 | 420,308  |   |                  | $ | 379,494  |  
|                                                                                                                     |  |                   |          |   |                  |   |          |  

See accompanying notes to consolidated financial statements.



2



---

##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except share data)



|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------- | - | ---------------- | - | ------- | -
|                                                                                                                                                   |  | September 30,2006 |         |   | December 31,2005 |  
|                                                                                                                                                   |  | (Unaudited)       |         |   |                  |  
|Liabilities and Shareholders' Equity                                                                                                               |  |                   |         |   |                  |   |         |  
|Current liabilities:                                                                                                                               |  |                   |         |   |                  |   |         |  
|Obligations not liquidated because of outstanding checks                                                                                           |  | $                 | 6,315   |   |                  | $ | 5,511   |  
|Accounts payable                                                                                                                                   |  |                   | 32,809  |   |                  |   | 31,356  |  
|Withheld payroll taxes                                                                                                                             |  |                   | 1,542   |   |                  |   | 1,720   |  
|Accrued compensation and related expenses                                                                                                          |  |                   | 57,491  |   |                  |   | 41,801  |  
|Other accrued expenses and other liabilities                                                                                                       |  |                   | 18,827  |   |                  |   | 14,555  |  
|Income taxes payable                                                                                                                               |  |                   | 1,803   |   |                  |   | 2,823   |  
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total current liabilities                                                                                                                          |  |                   | 118,787 |   |                  |   | 97,766  |  
|Deferred compensation and other non-current liabilities                                                                                            |  |                   | 8,155   |   |                  |   | 10,250  |  
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total liabilities                                                                                                                                  |  |                   | 126,942 |   |                  |   | 108,016 |  
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Commitments and Contingencies (Note 12)                                                                                                            |  |                   |         |   |                  |   |         |  
|                                                                                                                                                   |  |                  
|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 20,974,830 shares - September 30, 2006; 20,789,972 shares - December 31,
2005 |  |                   | 2,097   |   |                  |   | 2,079   |  
|Class B common stock, $.10 par value - authorized 3,174,891 shares; none issued                                                                    |  |                   |        |   |                  |   |        |  
|Additional paid-in-capital                                                                                                                         |  |                   | 41,025  |   |                  |   | 35,459  |  
|Retained earnings                                                                                                                                  |  |                   | 260,414 |   |                  |   | 250,534 |  
|Accumulated other comprehensive income                                                                                                             |  |                   | 12,214  |   |                  |   | 5,822   |  
|Unamortized value of restricted stock issued                                                                                                       |  |                   |        |   |                  |   | (32     | )
|Less common stock in treasury, at cost - 966,934 shares - September 30, 2006 and December 31, 2005                                                 |  |                   | (22,384 | ) |                  |   | (22,384 | )
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total shareholders' equity                                                                                                                         |  |                   | 293,366 |   |                  |   | 271,478 |  
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  
|Total liabilities and shareholders' equity                                                                                                         |  | $                 | 420,308 |   |                  | $ | 379,494 |  
|                                                                                                                                                   |  |                   |         |   |                  |   |         |  

See accompanying notes to consolidated financial statements.



3



---

##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Earnings

(Unaudited)

(in thousands, except
per share data)



|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|------------------------------------- |  | ------------------------------- | ------- | ------------------------------ | ---- | - | ------- |  | - | ------- | - |  | - | ------- | -
|                                      |  | Three months endedSeptember 30, |         | Nine months endedSeptember 30, |     
|                                      |  | 2006                            |         |                                | 2005 |   | 2006    |  |   | 2005    |  
|Revenues                              |  | $                               | 322,451 |                                |      | $ | 290,530 |  | $ | 944,260 |   |  | $ | 842,860 |  
|Cost of services                      |  |                                 | 247,597 |                                |      |   | 222,395 |  |   | 726,527 |   |  |   | 647,694 |  
|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Gross profit                          |  |                                 | 74,854  |                                |      |   | 68,135  |  |   | 217,733 |   |  |   | 195,166 |  
|                                      |  |                                 |         |                               
|Operating and administrative expenses |  |                                 | 64,447  |                                |      |   | 61,207  |  |   | 191,233 |   |  |   | 178,852 |  
|Gain on sale of asset                 |  |                                 |        |                                |      |   |        |  |   |        |   |  |   | (420    | )
|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Operating profit                      |  |                                 | 10,407  |                                |      |   | 6,928   |  |   | 26,500  |   |  |   | 16,734  |  
|Other (expense) income, net           |  |                                 | (42     | )                              |      |   | 45      |  |   | (576    | ) |  |   | 291     |  
|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Earnings before income taxes          |  |                                 | 10,365  |                                |      |   | 6,973   |  |   | 25,924  |   |  |   | 17,025  |  
|Income tax expense                    |  |                                 | 4,263   |                                |      |   | 2,800   |  |   | 9,462   |   |  |   | 6,540   |  
|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Net earnings                          |  | $                               | 6,102   |                                |      | $ | 4,173   |  | $ | 16,462  |   |  | $ | 10,485  |  
|                                      |  |                                 |         |                                |      |   |         |  |   |         |   |  |   |         |  
|Basic earnings per share              |  | $                               | 0.31    |                                |      | $ | 0.21    |  | $ | 0.83    |   |  | $ | 0.53    |  
|Diluted earnings per share            |  | $                               | 0.30    |                                |      | $ | 0.21    |  | $ | 0.82    |   |  | $ | 0.53    |  

See accompanying notes to consolidated financial statements.



4



---

##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Shareholders Equity

(Unaudited)

(in thousands)



|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|----------------------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                            |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                                                            |  | 2006                            |         |   | 2005                           |   |         | 2006 |  |   | 2005    |  
|Common stock                                                |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               | 2,096   |   |                                | $ | 2,068   |      |  | $ | 2,079   |   |  | $ | 2,067   |  
|Exercise of stock options                                   |  |                                 | 1       |   |                                |   | 1       |      |  |   | 13      |   |  |   | 6       |  
|Stock purchase plan                                         |  |                                 |        |   |                                |   | 3       |      |  |   | 5       |   |  |   | 4       |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               | 2,097   |   |                                | $ | 2,072   |      |  | $ | 2,097   |   |  | $ | 2,077   |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Additional paid-in-capital                                  |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               | 40,168  |   |                                | $ | 32,912  |      |  | $ | 35,459  |   |  | $ | 31,687  |  
|Reclassification from unamortized value of restricted stock |  |                                 |        |   |                                |   |        |      |  |   | (32     | ) |  |   |        |  
|Exercise of stock options                                   |  |                                 | 236     |   |                                |   | 998     |      |  |   | 2,579   |   |  |   | 1,247   |  
|Stock purchase plan                                         |  |                                 |        |   |                                |   | 65      |      |  |   | 1,151   |   |  |   | 941     |  
|Time-vested deferred stock                                  |  |                                 | 18      |   |                                |   |        |      |  |   | 101     |   |  |   |        |  
|Deferred stock-based compensation                           |  |                                 | 457     |   |                                |   | 285     |      |  |   | 1,295   |   |  |   | 377     |  
|Stock appreciation rights                                   |  |                                 |        |   |                                |   |        |      |  |   | 12      |   |  |   |        |  
|Restricted stock                                            |  |                                 | 5       |   |                                |   |        |      |  |   | 14      |   |  |   |        |  
|Tax benefit from equity compensation plans                  |  |                                 | 141     |   |                                |   | (8      | )    |  |   | 446     |   |  |   |        |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               | 41,025  |   |                                | $ | 34,252  |      |  | $ | 41,025  |   |  | $ | 34,252  |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Retained earnings                                           |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               | 256,514 |   |                                | $ | 247,397 |      |  | $ | 250,534 |   |  | $ | 245,425 |  
|Net earnings                                                |  |                                 | 6,102   |   |                                |   | 4,173   |      |  |   | 16,462  |   |  |   | 10,485  |  
|Dividends paid to shareholders                              |  |                                 | (2,202  | ) |                                |   | (2,175  | )    |  |   | (6,582  | ) |  |   | (6,515  | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               | 260,414 |   |                                | $ | 249,395 |      |  | $ | 260,414 |   |  | $ | 249,395 |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Accumulated other comprehensive income                      |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               | 9,279   |   |                                | $ | 8,495   |      |  | $ | 5,822   |   |  | $ | 10,559  |  
|Translation adjustment                                      |  |                                 | 2,935   |   |                                |   | (933    | )    |  |   | 6,392   |   |  |   | (2,997  | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               | 12,214  |   |                                | $ | 7,562   |      |  | $ | 12,214  |   |  | $ | 7,562   |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Unamortized value of restricted stock issued                |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               |        |   |                                | $ | (98     | )    |  | $ | (32     | ) |  | $ | (228    | )
|Restricted stock - forfeiture                               |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   | 64      |  
|Restricted stock - amortization                             |  |                                 |        |   |                                |   | 33      |      |  |   |        |   |  |   | 99      |  
|Reclassification to additional paid-in-capital              |  |                                 |        |   |                                |   |        |      |  |   | 32      |   |  |   |        |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               |        |   |                                | $ | (65     | )    |  | $ |        |   |  | $ | (65     | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Treasury stock                                              |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Beginning of period                                         |  | $                               | (22,384 | ) |                                | $ | (22,388 | )    |  | $ | (22,384 | ) |  | $ | (22,320 | )
|Restricted stock - forfeiture                               |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   | (64     | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|End of period                                               |  | $                               | (22,384 | ) |                                | $ | (22,388 | )    |  | $ | (22,384 | ) |  | $ | (22,384 | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Comprehensive income                                        |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Net earnings                                                |  | $                               | 6,102   |   |                                | $ | 4,173   |      |  | $ | 16,462  |   |  | $ | 10,485  |  
|Translation adjustment                                      |  |                                 | 2,935   |   |                                |   | (933    | )    |  |   | 6,392   |   |  |   | (2,997  | )
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Total                                                       |  | $                               | 9,037   |   |                                | $ | 3,240   |      |  | $ | 22,854  |   |  | $ | 7,488   |  
|                                                            |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

See accompanying notes to consolidated financial statements.



5



---

##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)



|                                                                                          |  |                                |         |   |      |   |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                                                                                          |  | Nine months endedSeptember 30, |        
|                                                                                          |  | 2006                           |         |   | 2005 |  
|Operating activities:                                                                     |  |                                |         |   |      |   |         |  
|Net earnings                                                                              |  | $                              | 16,462  |   |      | $ | 10,485  |  
|Adjustments to reconcile net earnings to cash provided by (used in) operating activities: |  |                                |         |   |      |   |         |  
|Depreciation and amortization                                                             |  |                                | 7,740   |   |      |   | 7,610   |  
|Deferred income taxes                                                                     |  |                                | 2,304   |   |      |   | 4,008   |  
|Stock-based compensation                                                                  |  |                                | 1,731   |   |      |   | 767     |  
|Impairment of asset held for sale                                                         |  |                                | 611     |   |      |   |        |  
|Gain on sale of asset                                                                     |  |                                |        |   |      |   | (420    | )
|Changes in operating assets and liabilities:                                              |  |                                |         |   |      |   |         |  
|Accounts receivable, net                                                                  |  |                                | (29,144 | ) |      |   | (39,346 | )
|Prepaid expenses                                                                          |  |                                | (2,616  | ) |      |   | 878     |  
|Accounts payable                                                                          |  |                                | 1,138   |   |      |   | (4,539  | )
|Accrued expenses and other current liabilities                                            |  |                                | 18,695  |   |      |   | 12,121  |  
|Income taxes                                                                              |  |                                | (569    | ) |      |   | 3,825   |  
|Other assets, non-current liabilities and other                                           |  |                                | (341    | ) |      |   | (436    | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash provided by (used in) operating activities                                       |  |                                | 16,011  |   |      |   | (5,047  | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Investing activities:                                                                     |  |                                |         |   |      |   |         |  
|Additions to property and equipment                                                       |  |                                | (8,790  | ) |      |   | (12,195 | )
|Purchase of residential property held for sale                                            |  |                                |        |   |      |   | (2,000  | )
|Proceeds from sale of asset                                                               |  |                                |        |   |      |   | 644     |  
|Other                                                                                     |  |                                | 62      |   |      |   | 79      |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash used in investing activities                                                     |  |                                | (8,728  | ) |      |   | (13,472 | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Financing activities:                                                                     |  |                                |         |   |      |   |         |  
|Dividends paid to shareholders                                                            |  |                                | (6,582  | ) |      |   | (6,515  | )
|Net borrowings under unsecured credit line                                                |  |                                |        |   |      |   | 6,100   |  
|Obligations not liquidated because of outstanding checks                                  |  |                                | 804     |   |      |   | (2,135  | )
|Proceeds from exercises of employee stock options                                         |  |                                | 2,592   |   |      |   | 1,253   |  
|Tax benefit from equity compensation plans                                                |  |                                | 446     |   |      |   |        |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Net cash used in financing activities                                                     |  |                                | (2,740  | ) |      |   | (1,297  | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Effect of exchange rate changes on cash                                                   |  |                                | 932     |   |      |   | (616    | )
|                                                                                          |  |                                |         |   |      |   |         |  
|Net increase (decrease) in cash and cash equivalents                                      |  |                                | 5,475   |   |      |   | (20,432 | )
|Cash and cash equivalents at beginning of period                                          |  |                                | 13,407  |   |      |   | 32,716  |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Cash and cash equivalents at end of period                                                |  | $                              | 18,882  |   |      | $ | 12,284  |  
|                                                                                          |  |                                |         |   |      |   |         |  
|Supplemental disclosure of cash flow information:                                         |  |                                |         |   |      |   |         |  
|Cash paid for interest                                                                    |  | $                              | 80      |   |      | $ | 25      |  
|Cash paid for / (refunds of) income taxes, net                                            |  |                                | 7,654   |   |      |   | (2,218  | )
|                                                                                          |  |                               
|Supplemental disclosure of non-cash financing transactions:                               |  |                                |         |   |      |   |         |  
|Issuance of common stock under stock-based compensation plans                             |  | $                              | 1,283   |   |      | $ | 945     |  

See accompanying notes to consolidated financial statements.



6



---

##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Dollars in thousands, except share and per share amounts, unless otherwise indicated)

(Unaudited)

1. Basis of Presentation

The accompanying consolidated interim financial statements of CDI Corp. (CDI or the Company) are unaudited. The balance sheet as of
December 31, 2005 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, 2005 included in Form 10-K, filed on March 16, 2006. 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. Certain prior period information has been reclassified
to conform to the current period presentation.

Effective January 1, 2006, the Company adopted the provisions of, and began to account for stock-based
compensation in accordance with, Statement of Financial Accounting Standards No. 123revised 2004, Share-Based Payment (SFAS No. 123(R)). Prior to the adoption of SFAS No. 123(R), the Company applied the
provisions prescribed by Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock-based awards, and accordingly, recognized no compensation cost for stock
options. Under the fair value recognition provisions of SFAS No. 123(R), stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is
generally the vesting period. The Company has applied the modified-prospective method, under which prior periods are not restated for comparative purposes. The valuation provisions of SFAS No. 123(R) apply to new grants and to grants that were
outstanding as of the effective date and are subsequently modified. Estimated compensation for grants that were outstanding as of the effective date is being recognized over the remaining service period. Stock-based compensation is classified in
operating and administrative expenses in the consolidated statements of earnings. See Note 6 for further information regarding the Companys stock-based compensation.

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.

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 and nine months ended September 30, 2006 are not necessarily indicative of results that may be expected for the full year.

2. Goodwill

In accordance with SFAS No. 142,Goodwill and Other Intangible Assets, the Company performs
its annual goodwill impairment testing, by reportable segment, in the third quarter, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. Application of the goodwill impairment test requires significant
judgments, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, the period over which cash flows will occur, and determination of the Companys
weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for each reporting unit. The Company has conducted its latest annual
goodwill impairment test as of July 1, 2006 and identified no impairments.

The following table summarized the changes in the Companys carrying
value of goodwill by reportable segment from December 31, 2005 to September 30, 2006:



|                   |  |                            |        |                        |   |                             |  |   |       
|------------------ |  | -------------------------- | ------ | ---------------------- | - | --------------------------- |  | - | ------
|                   |  | Balance atDecember 31,2005 |        | TranslationAdjustments |   | Balance atSeptember 30,2006
|Business Solutions |  | $                          | 16,662 |                        | $ |                            |  | $ | 16,662
|AndersElite        |  |                            | 21,167 |                        |   | 2,023                       |  |   | 23,190
|Todays             |  |                            | 23,524 |                        |   |                            |  |   | 23,524
|MRI                |  |                            | 9,846  |                        |   | 255                         |  |   | 10,101
|                   |  |                            |        |                        |   |                             |  |   |       
|                   |  | $                          | 71,199 |                        | $ | 2,278                       |  | $ | 73,477
|                   |  |                            |        |                        |   |                             |  |   |       



7



---

##### Table of Contents

3. Short-term Borrowings

On November 16, 2004, the Company entered into an uncommitted, unsecured line of credit which provided for borrowings of up to $20.0 million for short-term working capital needs. On October 27, 2005, the short-term credit facility
was amended to allow for borrowings of up to $25.0 million and the expiration date was extended to February 28, 2006. On February 28, 2006, the Company and the lender further amended the agreement to allow for borrowings of up to $35.0
million and to extend the expiration date to June 30, 2006. On June 21, 2006, the agreement was further amended to extend the expiration date to August 31, 2006. On August 29, 2006, the Company and the lender further amended the
agreement to extend the expiration date to November 30, 2006.

Interest on outstanding borrowings is determined, at the option of the Company, either
by the Prime Rate or the Adjusted LIBOR Rate (as defined in the promissory note agreement) plus 0.75%. There are no commitment or facility fees associated with this line of credit. During the first nine months of 2006, the Companys outstanding
borrowings ranged from $0.1 million to $16.0 million and the weighted average interest rate on short-term borrowings was 7.8%. During the first nine months of 2005, the Companys outstanding borrowings ranged from $0.2 million to $8.7 million
and the weighted average interest rate on short-term borrowings was 6.5%. Interest expense for the three and nine-month periods ended September 30, 2006 and 2005 was less than $0.1 million. At September 30, 2006, the Company did not have
any borrowings outstanding under this facility. Short-term borrowings as of September 30, 2005 were $6.1 million.

4. Real Estate Exit Costs

During 2004, the Company experienced continued declines in demand in its Life Sciences vertical within the Business Solutions segment causing excess
real estate capacity. Management also determined that there was excess real estate capacity in the MRI segment. Accordingly, certain real estate properties were permanently vacated, resulting in the Company recording pre-tax charges of $2.9 million,
of which $0.6 million related to leasehold improvements and $2.3 million was for operating lease terminations.

During the second half of 2005, management
recorded an additional expense of $0.6 million for operating lease terminations, of which $0.2 million was charged to the Business Solutions segment and $0.4 million was charged to the MRI segment.

During the second and third quarters of 2006, the Company recorded additional charges aggregating $0.2 million for operating lease terminations.

The table presented below shows the activity related to real estate exit costs from a balance sheet perspective by reportable segments:



|                                              |  |                   |      |   |     |   |       |        |  |   |       |  
|--------------------------------------------- |  | ----------------- | ---- | - | --- | - | ----- | ------ |  | - | ----- | -
|                                              |  | BusinessSolutions |      |   | MRI |   |       | Totals | 
|Balance as of December 31, 2004               |  | $                 | 238  |   |     | $ | 1,382 |        |  | $ | 1,620 |  
|                                              |  |                   |     
|Additional charges for real estate exit costs |  |                   | 187  |   |     |   | 391   |        |  |   | 578   |  
|Payments                                      |  |                   | (362 | ) |     |   | (483  | )      |  |   | (845  | )
|                                              |  |                   |      |   |     |   |       |        |  |   |       |  
|Balance as of December 31, 2005               |  |                   | 63   |   |     |   | 1,290 |        |  |   | 1,353 |  
|                                              |  |                   |     
|Additional charges for real estate exit costs |  |                   | 139  |   |     |   | 32    |        |  |   | 171   |  
|Payments                                      |  |                   | (109 | ) |     |   | (381  | )      |  |   | (490  | )
|                                              |  |                   |      |   |     |   |       |        |  |   |       |  
|Balance as of September 30, 2006              |  | $                 | 93   |   |     | $ | 941   |        |  | $ | 1,034 |  
|                                              |  |                   |      |   |     |   |       |        |  |   |       |  



8



---

##### Table of Contents

The longest stream of future payments related to the above lease obligations are expected to extend through 2011. The
accrual for real estate exit costs is included in other accrued expenses in the accompanying consolidated balance sheets.

5. Earnings Per Share

Both basic and diluted earnings per share for all periods are calculated based on the reported earnings in the Companys consolidated statements
of earnings.

The number of common shares used to calculate basic and diluted earnings per share for the three and nine-month periods ended
September 30, 2006 and 2005 was determined as follows:



|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|------------------------------------------------------------------ |  | ------------------------------- | - |  | ------------------------------ | - |  | ---------- | - |  | ---------- | -
|                                                                   |  | Three months endedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                                                                   |  | 2006                            |   |  | 2005                           |   |  | 2006       |   |  | 2005       |  
|Basic                                                              |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Average shares outstanding                                         |  | 20,000,944                      |   |  | 19,775,854                     |   |  | 19,928,877 |   |  | 19,736,130 |  
|Restricted shares issued not vested                                |  | (5,783                          | ) |  | (11,800                        | ) |  | (4,811     | ) |  | (14,300    | )
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|                                                                   |  | 19,995,161                      |   |  | 19,764,054                     |   |  | 19,924,066 |   |  | 19,721,830 |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Diluted                                                            |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Shares used for basic calculation                                  |  | 19,995,161                      |   |  | 19,764,054                     |   |  | 19,924,066 |   |  | 19,721,830 |  
|Dilutive effect of shares / units granted under Omnibus Stock Plan |  | 65,153                          |   |  | 128,093                        |   |  | 107,415    |   |  | 89,734     |  
|Dilutive effect of units issuable under Stock Purchase Plan        |  | 42,063                          |   |  | 79,986                         |   |  | 47,705     |   |  | 95,565     |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|                                                                   |  | 20,102,377                      |   |  | 19,972,133                     |   |  | 20,079,186 |   |  | 19,907,129 |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  

6. Stock-Based Compensation

Prior to January 1, 2006, the Company accounted for its stock-based plans in accordance with APB Opinion No. 25, Accounting for Stock Issued to Employees. Under APB Opinion No. 25, the Company
did not recognize compensation expense for stock options since the options were granted at an exercise price equal to or in excess of the market price at the date of grant and the number of shares granted was fixed at that point in time. For stock
appreciation rights, the Company re-measured at each reporting date the difference between the current quoted market price of the stock and the grant price. If the market price exceeded the grant price the Company recognized compensation expense
based on the



9



---

##### Table of Contents

percentage of service completed less compensation cost previously recognized. In accordance with SFAS No. 148,
Accounting for Stock-Based CompensationTransition and Disclosure, an amendment of FASB Statement No. 123, the Company disclosed in the notes to the consolidated financial statements the effects on net income of applying the fair
value method of accounting for stock-based compensation plans under SFAS No. 123, Accounting for Stock-Based Compensation.

On January 1,
2006, the Company adopted SFAS No. 123(R), Share-Based Payment, which requires all share-based payments to employees to be recognized as an expense based on the estimated fair value of the award on the date of grant. The Company has
elected the modified prospective transition method which does not require restatement of prior periods. The Company used the Black-Scholes option pricing model to estimate the fair value of all share-based awards. Compensation cost includes the
estimated fair value of all share-based awards which were not fully vested as of January 1, 2006 and the estimated fair value of all share-based awards granted subsequent to January 1, 2006. Compensation expense, less expected forfeitures,
is being recognized over the service period on a straight-line basis. Under SFAS No. 123(R), the estimated forfeiture method is required so that expected future forfeitures of non-vested awards are reflected as a reduction of stock-based
compensation expense. Estimated forfeitures may need to be revised in subsequent periods if actual forfeitures differ from estimates. However, SFAS No. 123(R) does not allow a subsequent reduction of compensation expense if a vested share-based
payment is later forfeited, as would occur when an out-of-the money stock option is surrendered by a resigning employee. Forfeitures were estimated at the time of grant and were based upon historical experience.

The Company has two stock-based compensation plans, the CDI Corp. 2004 Omnibus Stock Plan (Omnibus Plan) and the Stock Purchase Plan for Management Employees
and Non-Employee Directors (Stock Purchase Plan). The Omnibus Plan allows eligible employees to receive awards of stock options, stock appreciation rights, deferred stock, restricted stock, and performance-based restricted stock units.
Under the Stock Purchase Plan, certain employees and non-employee directors may purchase units, each of which corresponds to a right to receive one share of the Companys common stock upon vesting, with a portion of bonuses for employees or
retainer fees for non-employee directors. As of September 30, 2006, the Company has reserved 2,744,020 shares of common stock for issuance in connection with stock based awards under the Companys Omnibus Plan and 154,573 shares of common
stock for issuance under the Companys Stock Purchase Plan.

Stock-based compensation expense is included in operating and administrative expenses in
the consolidated statement of earnings and amounted to $427($251, net of tax) and $419 ($251, net of tax) for the three-month periods ended September 30, 2006 and 2005, respectively, and $1,731 ($1,203, net of tax) and $767 ($470, net of tax)
for the nine-month periods ended September 30, 2006 and 2005, respectively. The table below summarizes the components of stock-based compensation expense for all of the Companys stock-based plans for the three and nine-month periods ended
September 30, 2006, and 2005:



|                                      |  |                                 |      |                                |      |   |      |  |      |       |  |   |    
|------------------------------------- |  | ------------------------------- | ---- | ------------------------------ | ---- | - | ---- |  | ---- | ----- |  | - | ---
|                                      |  | Three months endedSeptember 30, |      | Nine months endedSeptember 30,
|                                      |  | 2006                            |      |                                | 2005 |   | 2006 |  | 2005
|Stock options                         |  | $                               | 309  |                                |      | $ |     |  | $    | 954   |  | $ |   
|Stock appreciation rights             |  |                                 | 80   |                                |      |   | 276  |  |      | 205   |  |   | 297
|Time-vested deferred stock            |  |                                 | 48   |                                |      |   | 13   |  |      | 226   |  |   | 80 
|Restricted stock                      |  |                                 | 41   |                                |      |   | 33   |  |      | 123   |  |   | 99 
|Performance-contingent deferred stock |  |                                 | (118 | )                              |      |   |     |  |      |      |  |   |   
|Stock Purchase Plan                   |  |                                 | 67   |                                |      |   | 97   |  |      | 223   |  |   | 291
|                                      |  |                                 |      |                                |      |   |      |  |      |       |  |   |    
|                                      |  | $                               | 427  |                                |      | $ | 419  |  | $    | 1,731 |  | $ | 767
|                                      |  |                                 |      |                                |      |   |      |  |      |       |  |   |    

Further detail on each component of stock-based compensation is set forth below.

Stock options

The table below summarizes the fair value of options
granted for the nine-month period ended September 30, 2006 and the assumptions utilized to estimate the fair value. The Company did not grant stock options during the quarter ended September 30, 2006 or the three and nine-month periods
ended September 30, 2005.



10



---

##### Table of Contents

|                                          |  |                                    |           |  
|----------------------------------------- |  | ---------------------------------- | --------- | -
|                                          |  | Nine months endedSeptember 30,2006 |          
|Risk-free interest rate                   |  |                                    | 4.625     | %
|Expected life of option                   |  |                                    | 5.0 years |  
|Expected stock price volatility           |  |                                    | 37        | %
|Expected dividend yield                   |  |                                    | 1.53      | %
|Weighted-average fair value at grant date |  | $                                  | 9.87      |  

Options are generally granted at a price equal to the closing market price per share of the Companys common
stock on the date of grant. Employee stock options generally vest ratably over a five-year period and expire seven years from the date of grant. In estimating the expected term of the options, the Company has utilized the simplified
method allowable under SEC Staff Accounting Bulletin No. 107, Share-Based Payment. The expected stock price volatility is based on the historical volatility of the Companys common stock over the previous five years.

The following table summarizes the Companys stock option activity and related information for the nine-month period ended September 30, 2006:



|                                  |  |          |   |  |                              |       |                                         |     |                         |   |      
|--------------------------------- |  | -------- | - |  | ---------------------------- | ----- | --------------------------------------- | --- | ----------------------- | - | -----
|                                  |  | Options  |   |  | WeightedAverageExercisePrice |       | WeightedAverageRemainingContractualLife |     | AggregateIntrinsicValue
|Outstanding at December 31, 2005  |  | 913,434  |   |  | $                            | 22.75 |                                         |     |                         |   |      
|Granted                           |  | 17,000   |   |  |                              | 28.78 |                                         |     |                         |   |      
|Exercised                         |  | (121,960 | ) |  |                              | 21.26 |                                         |     |                         |   |      
|Forfeited/cancelled               |  | (38,930  | ) |  |                              | 28.14 |                                         |     |                         |   |      
|                                  |  |          |   |  |                              |       |                                         |     |                         |   |      
|Outstanding at September 30, 2006 |  | 769,544  |   |  | $                            | 22.80 |                                         | 4.0 |                         | $ | 1,286
|                                  |  |          |   |  |                              |       |                                         |     |                         |   |      
|Exercisable at September 30, 2006 |  | 543,320  |   |  | $                            | 21.58 |                                         | 4.0 |                         | $ | 1,164
|                                  |  |          |   |  |                              |       |                                         |     |                         |   |      

Aggregate intrinsic value represents the difference between the exercise prices and the closing stock price on
September 30, 2006. The total intrinsic value of stock options exercised during the nine months ended September 30, 2006 was $0.9 million which represents the difference between the exercise price and the closing stock price on the date of
exercise.

The following table summarizes the Companys nonvested stock option activity and related information for the nine months ended
September 30, 2006:



|                                |  |          |   |  |                              |      
|------------------------------- |  | -------- | - |  | ---------------------------- | -----
|                                |  | Options  |   |  | WeightedAverageExercisePrice
|Nonvested at December 31, 2005  |  | 374,156  |   |  | $                            | 25.03
|Granted                         |  | 17,000   |   |  |                              | 28.78
|Vested                          |  | (145,902 | ) |  |                              | 24.11
|Forfeited/cancelled             |  | (19,030  | ) |  |                              | 27.14
|                                |  |          |   |  |                              |      
|Nonvested at September 30, 2006 |  | 226,224  |   |  | $                            | 25.71
|                                |  |          |   |  |                              |      

As of September 30, 2006, total unrecognized compensation cost related to nonvested stock options was $1.7
million and will be recognized over the remaining weighted-average service period of 1.7 years.



11



---

##### Table of Contents

Stock Appreciation Rights (SARs)

The table below summarizes the fair value of SARs granted for the nine months ended September 30, 2006 and 2005, respectively, and the assumptions utilized to estimate the fair value.



|                                          |  |                                 |             |   |      |   |           |  
|----------------------------------------- |  | ------------------------------- | ----------- | - | ---- | - | --------- | -
|                                          |  | Nine months ended September 30, |            
|                                          |  | 2006                            |             |   | 2005 |  
|Risk-free interest rate                   |  |                                 | 4.56 - 5.08 | % |      |   | 3.850     | %
|Expected life of option                   |  |                                 | 5.0 years   |   |      |   | 5.5 years |  
|Expected stock price volatility           |  |                                 | 37          | % |      |   | 35        | %
|Expected dividend yield                   |  |                                 | 1.53 - 2.15 | % |      |   | 2.37      | %
|Weighted-average fair value at grant date |  | $                               | 6.73 - 9.71 |   |      | $ | 6.50      |  

SARs generally vest ratably over a five-year period and expire seven years from the date of grant. Designated
employees are eligible to receive any appreciation in the value of the stock from the date of grant to the exercise date. Upon exercise, the net amount of any increase in stock price, minus withholding taxes, is payable in shares of common stock. In
estimating the expected term of the SARs, the Company has utilized the simplified method allowable under SEC Staff Accounting Bulletin No. 107. The expected stock price volatility is based on the historical volatility of the
Companys common stock over the previous five years.

The following table summarizes the Companys SARs activity and related information for the
nine months ended September 30, 2006:



|                                  |  |         |   |  |                                |       |                                  |     |                         |   |  
|--------------------------------- |  | ------- | - |  | ------------------------------ | ----- | -------------------------------- | --- | ----------------------- | - | -
|                                  |  | SARs    |   |  | Weighted averageexercise price |       | Weighted averageContractual Life |     | AggregateIntrinsicValue
|Outstanding at December 31, 2005  |  | 138,568 |   |  | $                              | 21.41 |                                  |     |                         |   |  
|Granted                           |  | 178,475 |   |  |                                | 25.88 |                                  |     |                         |   |  
|Exercised                         |  | (3,433  | ) |  |                                | 20.81 |                                  |     |                         |   |  
|Forfeited/cancelled               |  | (19,089 | ) |  |                                | 22.30 |                                  |     |                         |   |  
|                                  |  |         |   |  |                                |       |                                  |     |                         |   |  
|Outstanding at September 30, 2006 |  | 294,521 |   |  | $                              | 24.07 |                                  | 6.1 |                         | $ | 
|                                  |  |         |   |  |                                |       |                                  |     |                         |   |  
|Exercisable at September 30, 2006 |  | 22,175  |   |  | $                              | 21.56 |                                  | 5.5 |                         | $ | 
|                                  |  |         |   |  |                                |       |                                  |     |                         |   |  

Aggregate intrinsic value represents the difference between the exercise prices and the closing stock price on
September 30, 2006. At that date, the exercise price exceeded the closing stock price of the SARs resulting in a zero value. The total intrinsic value of SARs exercised during the nine months ended September 30, 2006 was not material.

The following table summarizes the Companys nonvested SARs activity and related information for the nine months ended September 30, 2006:



|                                |  |         |   |  |                              |      
|------------------------------- |  | ------- | - |  | ---------------------------- | -----
|                                |  | SARs    |   |  | WeightedAverageExercisePrice
|Nonvested at December 31, 2005  |  | 138,568 |   |  | $                            | 21.41
|Granted                         |  | 178,475 |   |  |                              | 26.56
|Vested                          |  | (27,164 | ) |  |                              | 21.42
|Forfeited/cancelled             |  | (17,533 | ) |  |                              | 22.44
|                                |  |         |   |  |                              |      
|Nonvested at September 30, 2006 |  | 272,346 |   |  | $                            | 24.27
|                                |  |         |   |  |                              |      



12



---

##### Table of Contents

As of September 30, 2006, total unrecognized compensation cost related to nonvested SARs was $1.4 million and will
be recognized over the remaining weighted-average service period of 3.0 years.

The table below illustrates the effect on net earnings and earnings
per share as if the Company had applied the fair value recognition provisions of SFAS No. 123 for the three and nine-month periods ended September 30, 2005. The Black-Scholes option pricing model was used to estimate the fair value of
stock options and SARs.



|                                                                                                              |  |                                      |       |   |                                    |   |        |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ----- | - | ---------------------------------- | - | ------ | -
|                                                                                                              |  | Three months endedSeptember 30, 2005 |       |   | Nine months endedSeptember 30,2005 |  
|Net income, as reported                                                                                       |  | $                                    | 4,173 |   |                                    | $ | 10,485 |  
|Stock-based employee and director compensation cost included in reported net income, net of income tax effect |  |                                      | 251   |   |                                    |   | 470    |  
|Stock-based employee and director compensation cost under fair value method, net of income tax effect         |  |                                      | (305  | ) |                                    |   | (687   | )
|                                                                                                              |  |                                      |       |   |                                    |   |        |  
|Pro forma net Income                                                                                          |  | $                                    | 4,119 |   |                                    | $ | 10,268 |  
|                                                                                                              |  |                                      |       |   |                                    |   |        |  
|Net income per share:                                                                                         |  |                                      |       |   |                                    |   |        |  
|Basic - as reported                                                                                           |  | $                                    | 0.21  |   |                                    | $ | 0.53   |  
|Basic - pro forma                                                                                             |  | $                                    | 0.21  |   |                                    | $ | 0.52   |  
|                                                                                                              |  |                                     
|Diluted - as reported                                                                                         |  | $                                    | 0.21  |   |                                    | $ | 0.53   |  
|Diluted - pro forma                                                                                           |  | $                                    | 0.21  |   |                                    | $ | 0.52   |  

Time-Vested Deferred Stock

Time-Vested Deferred Stock (Deferred Stock) entitles each recipient to receive a number of shares of the Companys common stock upon vesting. The shares of Deferred Stock vest 20% on each of the
five anniversaries following the date of grant. Deferred Stock will generally be forfeited prior to vesting if the holders employment with the Company ends. If a holder forfeits shares of Deferred Stock, the Company will reduce
expense and additional paid-in-capital by the amount related to the forfeited shares. Upon vesting, a holder of Deferred Stock is credited with additional shares of the Companys common stock having a fair market value equal to the sum of the
dividends that would have been paid on the deferred stock during the vesting period. Compensation cost on Deferred Stock is calculated based on the fair value of the Companys common stock on the date of grant and is charged to earnings on a
straight-line basis over the vesting period. Compensation expense relating to Deferred Stock totaled $226 and $80 for the nine-month periods ended September 30, 2006 and 2005, respectively, and $48 and $13 for the three-month period ended
September 30, 2006 and 2005, respectively.

Restricted Stock

Shares of restricted common stock issued under the Omnibus Plan vest with the passage of time, generally four to five years, and have a fixed value at the time of grant. Upon vesting, a holder of restricted stock is
credited with additional



13



---

##### Table of Contents

shares of the Companys common stock having a fair market value equal to the sum of the dividends that would have
been paid on the restricted stock during the vesting period. Shares that do not vest are forfeited. To the extent that unvested restricted shares are forfeited, additional paid-in-capital is reduced and forfeited shares are placed in treasury stock.
Compensation cost related to restricted stock awards is calculated based on the fair value of the Companys common stock on the date of grant and is charged to earnings on a straight-line basis over the vesting period. Compensation expense
relating to restricted stock totaled $123 and $99 for the nine-month periods ended September 30, 2006 and 2005, respectively, and $41 and $33 for the three-month periods ended September 30, 2006 and 2005, respectively.

Performance-Contingent Deferred Stock

In 2006, the Company granted
performance contingent awards under the Omnibus Plan that generally vest over a two year period. Awards are earned based on the achievement of pre-determined goals for the year of grant and continued employment. The fair value of the awards is
determined on the date of grant. If the Company determines the achievement of the performance conditions is probable, there will be charges to earnings on a straight-line basis over the vesting period. Based on the Companys initial
expectations of financial performance, the Company recorded compensation expense amounting to $118 through the first half of 2006. At September 30, 2006, based on its forecast of financial performance for the year ending December 31, 2006,
the Company does not expect any awards to vest. The June year-to-date estimate of $118 was reversed in the quarter ended September 30, 2006.

In 2005,
the Company granted performance contingent awards; however, no awards were earned since the performance criteria were not attained.

Stock Purchase Plan

The Stock Purchase Plan allows designated employees and non-employee directors to purchase units (SPP units), each of which corresponds to
a right to receive one share of the Companys common stock upon vesting, with a portion of their bonuses (in the case of employees) or retainer fees (in the case of directors). Certain senior management personnel are required to participate by
using 25% of their annual bonus awards to purchase SPP units and can elect participation for up to an additional 25%. Other employee participants can elect to use up to 25% of their annual bonus amount to purchase SPP units. Non-employee directors
may participate by using some or all of their retainer fees to purchase SPP units. The Company makes a matching contribution of one SPP unit for every three units purchased by a participant on a voluntary basis. Vesting of SPP units occurs over a
period of three to ten years as chosen by the participant. Compensation cost is calculated based on the fair value of the Companys common stock on the date of grant and is charged to earnings on a straight-line basis over the vesting period.
Compensation expense related to SPP units totaled $223 and $291 for the nine-month periods ended September 30, 2006 and 2005, respectively, and $67 and $97 for the three-month periods ended September 30, 2006 and 2005, respectively.

7. Related Party Transaction

On August 26, 2005,
the Company entered into a relocation agreement with a newly hired MRI executive. Under the terms of the agreement, the executive transferred beneficial ownership of his former principal residence to the Company in exchange for $2.0 million. At the
time of the transfer, the property had a fair value, net of costs to sell, of $3.2 million with an outstanding mortgage of $1.4 million. During the fourth quarter of 2005, the Company recorded an impairment charge of $0.1 million, reducing the
carrying amount of the asset to $3.1 million as of December 31, 2005. The Company had the property reappraised at the end of each quarterly reporting period in 2006. Due to a decline in the fair value of the property, the Company recorded
impairment charges of $0.1 million and $0.6 million for the three and nine-month periods ended September 30, 2006, which are included in operating and administrative expenses in the consolidated statement of earnings. The Company has engaged a
third party to sell the property and expects to sell the property in the near term. The Company has classified the asset and the liability separately. The asset of $2.5 million and the mortgage payable of $1.4 million are presented in the
consolidated balance sheet at September 30, 2006 in Prepaid expenses and other assets and Other accrued expenses and other liabilities, respectively. The value of the asset is included in MRI for segment reporting
purposes (see Note 8).

8. Reporting Segments

The
Company has four reporting segments: Business Solutions (BS), AndersElite (Anders), Todays Staffing (Todays), and Management Recruiters International (MRI). BS operates principally through five key
verticals: CDI-Process & Industrial (P&I), CDI-Information Technology (IT) Services, CDI-Aerospace, CDI-Government Services, and CDI-Life Sciences.



| |  |  | CDI-Process & Industrial  Provides a full range of engineering, project management, design, professional staffing, and outsourcing solutions to firms in two different
sectors: the process sector that includes firms in oil, gas, and chemicals; and the industrial sector, covering firms in power generation and energy transmission, telecommunications, and heavy manufacturing.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



14



---

##### Table of Contents

| |  |  | CDI-Information Technology Services  Provides IT staffing and IT outsourcing solutions to a broad range of primarily service-based industries.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CDI-Aerospace  Provides a full range of engineering, design, project management, professional IT and engineering staffing, and outsourcing solutions to both the commercial and
military aerospace markets.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | CDI-Government Services  Focuses on providing engineering, design, and logistics services to the defense industry.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | CDI-Life Sciences  Offers design, validation, project management, engineering, professional staffing, and outsourcing solutions to customers in the pharmaceutical,
bio-pharmaceutical, and regulated medical services industries.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Anders is a leading United Kingdom-based firm specializing in sourcing
professionals from architects and surveyors, to electrical and construction engineers, to information technology professionals, in private and government-funded design and construction projects.

Todays provides temporary and permanent administrative, clerical, legal and financial staffing services as well as managed staffing services.

MRI is a franchisor providing support services to its franchisees who engage in the search and recruitment of primarily management and sales personnel for employment by
their customers. It also provides temporary staffing services to its franchisees as support to the franchisees network.

Effective January 1,
2006, the Company changed its method of allocating shared services costs to more accurately reflect management and staff time devoted to, and central costs attributable to, the reporting segments. The Company has revised the reporting segments
prior year operating profit for comparative purposes. Operating segment data is presented in the following table:



|                         |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                         |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |  
|                         |  | 2006                            |         |   | 2005                           |   |         | 2006 |  |   | 2005    |  
|Revenues:                |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|BS                       |  | $                               | 209,643 |   |                                | $ | 187,517 |      |  | $ | 619,852 |   |  | $ | 551,023 |  
|Anders                   |  |                                 | 58,639  |   |                                |   | 48,934  |      |  |   | 158,848 |   |  |   | 137,438 |  
|Todays                   |  |                                 | 36,546  |   |                                |   | 38,418  |      |  |   | 115,791 |   |  |   | 109,420 |  
|MRI                      |  |                                 | 17,623  |   |                                |   | 15,661  |      |  |   | 49,769  |   |  |   | 44,979  |  
|                         |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|                         |  | $                               | 322,451 |   |                                | $ | 290,530 |      |  | $ | 944,260 |   |  | $ | 842,860 |  
|                         |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|Operating profit (loss): |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|BS                       |  | $                               | 7,439   |   |                                | $ | 5,244   |      |  | $ | 21,277  |   |  | $ | 12,866  |  
|Anders                   |  |                                 | 2,706   |   |                                |   | 2,431   |      |  |   | 5,724   |   |  |   | 4,950   |  
|Todays                   |  |                                 | 651     |   |                                |   | 970     |      |  |   | 2,750   |   |  |   | 1,032   |  
|MRI                      |  |                                 | 4,069   |   |                                |   | 2,742   |      |  |   | 10,860  |   |  |   | 10,156  |  
|Gain on sale of asset    |  |                                 |        |   |                                |   |        |      |  |   |        |   |  |   | 420     |  
|Corporate expenses       |  |                                 | (4,458  | ) |                                |   | (4,459  | )    |  |   | (14,111 | ) |  |   | (12,690 | )
|                         |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  
|                         |  | $                               | 10,407  |   |                                | $ | 6,928   |      |  | $ | 26,500  |   |  | $ | 16,734  |  
|                         |  |                                 |         |   |                                |   |         |      |  |   |         |   |  |   |         |  

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



15



---

##### Table of Contents

The following table reconciles the amount of operating profit as previously reported to the revised amounts as shown
above:



|                         |  |                                       |         |   |                   |   |      |            |  |   |         |  
|------------------------ |  | ------------------------------------- | ------- | - | ----------------- | - | ---- | ---------- |  | - | ------- | -
|                         |  | Three months ended September 30, 2005 |        
|                         |  | Amountspreviouslyreported             |         |   | Reclassifications |   |      | As Revised | 
|Operating profit (loss): |  |                                       |         |   |                   |   |      |            |  |   |         |  
|BS                       |  | $                                     | 5,003   |   |                   | $ | 241  |            |  | $ | 5,244   |  
|Anders                   |  |                                       | 2,583   |   |                   |   | (152 | )          |  |   | 2,431   |  
|Todays                   |  |                                       | 1,237   |   |                   |   | (267 | )          |  |   | 970     |  
|MRI                      |  |                                       | 2,564   |   |                   |   | 178  |            |  |   | 2,742   |  
|Gain on sale of asset    |  |                                       |        |   |                   |   |     |            |  |   |        |  
|Corporate expenses       |  |                                       | (4,459  | ) |                   |   |     |            |  |   | (4,459  | )
|                         |  |                                       |         |   |                   |   |      |            |  |   |         |  
|                         |  | $                                     | 6,928   |   |                   | $ |     |            |  | $ | 6,928   |  
|                         |  |                                       |         |   |                   |   |      |            |  |   |         |  
|                         | 
|                         |  | Nine months ended September 30, 2005  |        
|                         |  | Amountspreviouslyreported             |         |   | Reclassifications |   |      | As Revised | 
|Operating profit (loss): |  |                                       |         |   |                   |   |      |            |  |   |         |  
|BS                       |  | $                                     | 12,090  |   |                   | $ | 776  |            |  | $ | 12,866  |  
|Anders                   |  |                                       | 5,439   |   |                   |   | (489 | )          |  |   | 4,950   |  
|Todays                   |  |                                       | 1,892   |   |                   |   | (860 | )          |  |   | 1,032   |  
|MRI                      |  |                                       | 9,583   |   |                   |   | 573  |            |  |   | 10,156  |  
|Gain on sale of asset    |  |                                       | 420     |   |                   |   |     |            |  |   | 420     |  
|Corporate expenses       |  |                                       | (12,690 | ) |                   |   |     |            |  |   | (12,690 | )
|                         |  |                                       |         |   |                   |   |      |            |  |   |         |  
|                         |  | $                                     | 16,734  |   |                   | $ |     |            |  | $ | 16,734  |  
|                         |  |                                       |         |   |                   |   |      |            |  |   |         |  



|          |  |                   |         |                  |   |        
|--------- |  | ----------------- | ------- | ---------------- | - | -------
|          |  | September 30,2006 |         | December 31,2005
|Assets:   |  |                   |         |                  |   |        
|BS        |  | $                 | 245,467 |                  | $ | 229,328
|Anders    |  |                   | 78,343  |                  |   | 58,972 
|Todays    |  |                   | 44,486  |                  |   | 43,798 
|MRI       |  |                   | 32,517  |                  |   | 33,377 
|Corporate |  |                   | 19,495  |                  |   | 14,019 
|          |  |                   |         |                  |   |        
|          |  | $                 | 420,308 |                  | $ | 379,494
|          |  |                   |         |                  |   |        

Segment assets at December 31, 2005 have been reclassified to conform to the current period presentation.

9. Derivative Instruments

During the first quarter of
2006, the Company entered into eight forward exchange contracts to hedge portions of its British Pound and Canadian Dollar forecasted earnings. Throughout the year, a British Pound and Canadian Dollar forward contract matures on the last day of each
quarter. As the Company did not designate these transactions as hedges for accounting purposes, under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, these instruments are accounted for at fair value. For
derivative instruments which do not qualify as hedging instruments, gains or losses are reflected in earnings immediately.

For the three-month period
ended September 30, 2006, the Company recognized a loss of $0.4 million relating to contracts maturing on September 30, 2006 and recorded an unrealized gain of $0.3 million relating to contracts maturing subsequent



16



---

##### Table of Contents

to September 30, 2006. For the nine-month period ended September 30, 2006, the Company recorded cumulative
realized losses of $0.6 million relating to contracts maturing on or before September 30, 2006 and recorded an unrealized loss of $0.2 million relating to contracts maturing subsequent to September 30, 2006. The liability of $0.2 million
is presented in the accompanying consolidated balance sheet in other accrued expenses and other liabilities and the losses are presented in the accompanying consolidated statement of earnings in other (expense) income, net.

10. Sale of Asset

During the first quarter of 2005,
the Company recorded a pre-tax gain of $0.4 million from a sale of a non-operating corporate asset. Proceeds from this sale were $0.6 million.

11.
International Master Franchise Agreement

Effective April 1, 2006, the Company entered into an international master franchise agreement, which
transferred to an unrelated third party all existing international franchise agreements as well as the right to enter into new franchise agreements abroad, with the exception of existing or future franchises in Japan. The Company received an initial
franchise fee of $0.3 million upon execution of the agreement and will receive initial franchise fees for all new franchises sold by the master franchisee. The Company will also receive continuing royalty payments. As part of the agreement, the
other party changed its name to MRI Worldwide Network Limited. The Company also transferred an office lease and certain employees and sold fixed assets for $0.1 million, which approximated their net book value.

12. Commitments and Contingencies

The Company has litigation and
other claims pending which have arisen in the ordinary course of business. In the opinion of management, with the exception of the matters discussed below, none of these items are expected to have a material adverse impact on the Companys
financial position or results of operations.

The Company was a party to an arbitration proceeding involving a dispute regarding amounts due under a
fixed-price contract with a customer. The arbitration hearing process commenced during the first quarter of 2006, and, on June 29, 2006, the arbitrator awarded a net amount of $1.9 million to the Company, which resulted in a $0.5 million charge
to cost of sales in the BS segment. On July 11, 2006, the Company filed a motion with the court to release to the Company funds which had been placed in escrow with the court by the other party. On September 29, 2006, the court ordered the
funds to be released. See Note 13.

In June 2006, the United Kingdoms Office of Fair Trading (OFT) opened an investigation into alleged
anti-competitive behavior by Anders and a number of its competitors in the U.K. construction recruitment industry. The allegations being investigated include, among others, the competitors agreeing to minimum fees in their contracts with U.K.
intermediary recruitment companies and declining to work with one particular U.K. intermediary recruitment company. Anders is cooperating with the OFT in the investigation under the OFTs corporate leniency program. It is likely that the OFT
will ultimately impose a fine on Anders. Although it is too early in the process to determine with any reliability the amount or materiality of that fine, the fine could be material and this matter could have a material adverse effect on the
Companys financial position and results of operations. The Company has not made any provision for any fine or other liabilities relating to this matter in the Companys consolidated financial statements as of and for the periods ended
September 30, 2006.

13. Subsequent Event

On
October 25, 2006, the Company declared a quarterly dividend of $0.11 per share to be paid on November 22, 2006 to all shareholders of record as of November 8, 2006. As of October 31, 2006, there were 20,004,141 shares
outstanding.

On October 16, 2006 the Company received the $1.9 million which had been placed in escrow with the court in connection with the
arbitration hearing discussed in Note 12.



17



---

##### Table of Contents

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Caution
Concerning Forward-Looking Statements

This report (including Managements Discussion and Analysis of Financial Condition and Results of
Operations) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including statements about the Companys
strategy for growth, expected expenditures and future financial results, are forward-looking statements. Some of the forward-looking statements can be identified by words like anticipates, believes, expects,
may, will, could, intends, plans, estimates, and similar expressions. These statements are not guarantees of future performance and involve a number of risks, uncertainties and
assumptions that are difficult to predict. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are
subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements
include, but are not limited to: changes in general economic conditions and levels of capital spending by customers in the industries that the Company serves; possible inaccurate assumptions or forecasts regarding the bill rate, profit margin,
duration of assignment and utilization rate applicable to billable personnel; competitive market pressures; the availability of qualified labor; changes in customers attitudes towards outsourcing; the Companys level of success in
attracting, training, and retaining qualified management personnel and other staff employees; the ability to pass on to customers increases in costs (such as those relating to workers compensation or unemployment insurance or which may arise
from regulatory requirements); the Companys performance on customer contracts; the possibility of incurring liability for the Companys activities, including the activities of its temporary employees; adverse consequences arising out of
the U.K. Office of Fair Trading investigation; and government policies or judicial decisions adverse to the staffing industry. More detailed information about some of these risks and uncertainties may be found in other filings by the Company with
the SEC, particularly in Risk Factors in Part 1, Item 1A of the Companys 2005 Form 10-K and Part II, Item 1A of the Companys Form 10-Q for the quarter ended June 30, 2006. 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 statements, whether as a result of new information, future events or otherwise.

Results of Operations

Overview

Business Strategy

CDIs strategic
objective is to be a single source provider of engineering and IT solutions, project management and professional staffing. These high value services enable CDIs customers to focus on their core competencies and drive profitable growth and
return on capital investment.

CDIs business model is based on certain critical elements. CDI strives to meet the needs of its customers through
its ability to provide highly-qualified technical, managerial and administrative personnel, to develop cost effective engineering and IT solutions, and to manage the implementation of complex projects. A key strategic objective of the Company is to
focus more on higher value, higher margin and longer cycle business, such as engineering project and solutions business and permanent placement services. The Company is also focused on providing staffing services that generate superior returns on
capital. The Company is organized to support its vertical go-to-market strategy. The Company has developed more efficient business processes, instituted cost containment measures and increased productivity. As a result, CDI believes it can
generate, on incremental revenue, variable contribution percentage margins in the 10% to 15% range.

Key Performance Indicators

Revenue growth is favorably impacted by external factors such as a strong business environment, an increase in capital spending and low U.S. and U.K. unemployment rates.
Improving economic growth typically results in increasing demand for labor. Low unemployment rates indicate relatively full employment for the types of employees CDI customers hire on a permanent and contract basis. Internally, CDIs ability to
capitalize on opportunities created by economic expansion, its performance on new and existing accounts, new contract and account wins, and the ability to mitigate competitive pricing pressures will affect the Companys ability to increase
revenue.

Gross profit and gross profit margin reflect CDIs performance and ability to control costs. While gross profit margin can



18



---

##### Table of Contents

shift as a result of the mix of business, a focus on maintaining and improving overall margins leads to improved
profitability. Permanent placement revenue also has an impact on gross profit margin. Since there are no direct costs associated with permanent placement revenue, increases or decreases in permanent placement revenue can have a disproportionate
impact on gross profit margin.

In addition the Company has established the following longer term performance metrics and targets:



| |  |  | Produce pretax return on net assets of 20% and redeploy assets unable to meet target,
| | - |  | -------------------------------------------------------------------------------------



| |  |  | Generate operating margins of 5% through financial discipline and lean headquarters operations, and
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | Derive at least 60% of revenues from higher margin, longer cycle business.
| | - |  | --------------------------------------------------------------------------

Results of Operations

CDIs operating performance in the third quarter of 2006 continued to demonstrate momentum as revenues increased
11.0% as compared to the same period in 2005. For the first nine months of 2006, CDIs revenues increased 12.0% as compared to the same period in the prior year. This was due to a number of factors, including a relatively healthy economic
environment, continued strength in hiring and employment levels, and increasing capital spending by customers in the Companys key business verticals. In addition, focused execution by sales and operations teams, key account wins across a broad
spectrum of accounts in both the first nine months of 2006 and the second half of 2005, and a growing demand for project outsourcing and staffing services have contributed to significant growth in revenues.

During the third quarter of 2006, CDIs net earnings increased 46.2% as compared to the same period in 2005 due primarily to revenue growth and a lower rate of
operating and administrative expenses as a percentage of revenues. The increase in reported gross profit was principally attributable to the overall growth in revenues. Operating and administrative expenses, as a percent of revenues, declined in the
third quarter of 2006 as compared to the third quarter of 2005, and in the first nine months of 2006 as compared to the first nine months of 2005. This decline was principally attributable to the Companys ability to contain its expenses and
leverage its fixed cost base.

Investigation by the U.K. Office of Fair Trading

In June 2006, the United Kingdoms Office of Fair Trading (OFT) opened an investigation into alleged anti-competitive behavior by Anders and a number of its competitors in the U.K. construction
recruitment industry. The allegations being investigated include, among others, the competitors agreeing to minimum fees in their contracts with U.K. intermediary recruitment companies and declining to work with one particular U.K. intermediary
recruitment company. Anders is cooperating with the OFT in the investigation under the OFTs corporate leniency program. It is likely that the OFT will ultimately impose a fine on Anders. Although it is too early in the process to determine
with any reliability the amount or materiality of that fine, the fine could be material and this matter could have a material adverse effect on the Companys financial position and results of operations. The Company has not made any provision
for any fine or other liabilities relating to this matter in the Companys consolidated financial statements as of and for the periods ended September 30, 2006.



19



---

##### Table of Contents

Consolidated Results of Operations for the three and nine-month periods ended September 30, 2006 as compared
to the three and nine-month periods ended September 30, 2005

The table that follows presents revenues by service type along with some key
metrics (in percentages) for the three-month periods ended September 30, 2005 and 2006:



|                                            |  |                                  |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |      |  |       |  
|------------------------------------------- |  | -------------------------------- | ----- | - | ------------------ | ----- | - | - | - | ----- | ----------------- |  | ----- | - |  | - | ---- |  | ----- | -
|                                            |  | Three months ended September 30, |       |   | Increase(Decrease) |      
|                                            |  | 2006                             |       |   | 2005               |       |  
|(in millions)                               |  | $                                |       |   | % of TotalRevenue  |       |   | $ |   |       | % of TotalRevenue |  |       | $ |  | % |     
|Revenues(1)                                 |  |                                  |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |      |  |       |  
|Staffing services                           |  | $                                | 227.8 |   |                    | 70.6  | % |   | $ | 203.2 |                   |  | 70.0  | % |  | $ | 24.6 |  | 12.1  | %
|Project outsourcing                         |  |                                  | 77.9  |   |                    | 24.2  |   |   |   | 71.8  |                   |  | 24.7  |   |  |   | 6.1  |  | 8.6   |  
|Permanent placement and royalties           |  |                                  | 15.6  |   |                    | 4.8   |   |   |   | 15.1  |                   |  | 5.2   |   |  |   | 0.5  |  | 3.0   |  
|Franchise fees                              |  |                                  | 1.2   |   |                    | 0.4   |   |   |   | 0.4   |                   |  | 0.1   |   |  |   | 0.8  |  | 211.4 |  
|                                            |  |                                  |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |      |  |       |  
|                                            |  | $                                | 322.5 |   |                    | 100.0 | % |   | $ | 290.5 |                   |  | 100.0 | % |  | $ | 32.0 |  | 11.0  |  
|                                            |  |                                  |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |      |  |       |  
|Gross profit                                |  | $                                | 74.8  |   |                    | 23.2  | % |   | $ | 68.1  |                   |  | 23.5  | % |  |   | 6.7  |  | 9.9   |  
|Operating and administrative expenses       |  | $                                | 64.4  |   |                    | 20.0  |   |   | $ | 61.2  |                   |  | 21.0  |   |  |   | 3.2  |  | 5.3   |  
|Operating profit                            |  | $                                | 10.4  |   |                    | 3.2   |   |   | $ | 6.9   |                   |  | 2.4   |   |  |   | 3.5  |  | 50.2  |  
|Net earnings                                |  | $                                | 6.1   |   |                    | 1.9   | % |   | $ | 4.2   |                   |  | 1.4   | % |  |   | 1.9  |  | 46.2  |  
|                                            |  |                                  |       |   |                    |      
|Cash and cash equivalents at September 30   |  | $                                | 18.9  |   |                    |       |   |   | $ | 12.3  |                   |  |       |   |  |   | 6.6  |  | 53.5  |  
|Cash flow provided by operations            |  | $                                | 13.0  |   |                    |       |   |   | $ | (7.4  | )                 |  |       |   |  |   | 20.4 |  | NM    | %
|After-tax return on shareholders' equity(2) |  |                                  | 6.8   | % |                    |       |   |   |   | 2.5   | %                 |  |       |   |  |   |      |  |       |  
|Pre-tax return on net assets(3)             |  |                                  | 11.7  | % |                    |       |   |   |   | 4.1   | %                 |  |       |   |  |   |      |  |       |  
|Variable contribution margin(4)             |  |                                  | 10.9  | % |                    |       |   |   |   | 19.1  | %                 |  |       |   |  |   |      |  |       |  

---

|(1) | Revenues for the periods in 2005 have been reclassified to conform to the current year's presentation.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Current quarter combined with the three preceeding quarters' net earnings or (loss) divided by the average shareholders' equity.
|--- | --------------------------------------------------------------------------------------------------------------------------------

|(3) | Current quarter combined with the three preceeding quarters' pre-tax earnings or (loss) divided by average net assets. Net assets include total assets minus total liabilities
excluding cash and income tax accounts.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Year-over-year change in operating profit divided by year-over-year change in revenues.
|--- | ---------------------------------------------------------------------------------------

Consolidated revenues for the third quarter of 2006 were $322.5 million, compared to $290.5 million in the third quarter of 2005, an increase of $32.0 million, or 11.0%. Revenues in all categories of revenue increased
in the third quarter of 2006 as compared to the same period in 2005. The improvement in consolidated revenues was driven primarily by a strong economic business environment and:



| |  |  | An increase in staffing services with a major alliance customer in the BS segment.
| | - |  | ----------------------------------------------------------------------------------



| |  |  | An increase in customer demand for project outsourcing, as a result of significant capital spending by customers, primarily within the oil, gas, and chemical industries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in Anders staffing services revenue as investments in sales and recruiting capabilities in prior years contributed to revenue growth.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in MRIs staffing services revenue as management expanded its efforts to support its franchised offices in pursuit of this business.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in the number of new MRI franchises sold.
| | - |  | -----------------------------------------------------

The Companys
consolidated gross profit of $74.8 million in the third quarter of 2006 was higher by $6.7 million, or 9.9%, as compared to the third quarter of 2005. These increases in gross profit were primarily due to revenue growth.

Consolidated operating and administrative expenses of $64.4 million in the third quarter of 2006 were higher by $3.2 million, or 5.3%, as compared to the third quarter
of 2005. These increases were proportionately less than the increase in revenues reflecting benefits from leveraging the Companys fixed cost base. The increase in expenses is due primarily to:



| |  |  | Higher staff salaries and incentive-based compensation associated with the revenue growth.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | An increase in facilities costs associated with the P&I vertical expansion in Houston, Texas and Anders expansion in the U.K.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Incremental spending related to tax consulting, executive search fees and severance costs.
| | - |  | ------------------------------------------------------------------------------------------



20



---

##### Table of Contents

| |  |  | Impairment charges related to a decline in the fair value of an asset held for sale amounting to $0.1 million for the third quarter of 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------

The operating and administrative expenses in the third quarter of 2005 also reflected approximately $0.4 million of non-recurring executive relocation
costs and approximately $0.3 million related to real estate exit costs.

Operating profit was $10.4 million in the third quarter of 2006 as compared to
$6.9 million in the third quarter of 2005, an increase of $3.5 million, or 50.2%, as a result of the net effect of those items discussed above and the Companys ability to leverage its fixed cost base.

Operating profit margin, a key metric, increased from 2.4% in 2005 to 3.2% in 2006.

The Companys effective income tax rate increased from 40.2% in the third quarter of 2005 to 41.1% for the third quarter of 2006 due to the effect of an increase in the valuation allowance for certain deferred state income taxes.

The table that follows presents revenues by service type along with some key metrics (in percentages) for the nine-month periods ended September 30,
2005 and 2006:



|                                           |  |                                 |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |       |   |  |      |  
|------------------------------------------ |  | ------------------------------- | ----- | - | ------------------ | ----- | - | - | - | ----- | ----------------- |  | ----- | - |  | - | ----- | - |  | ---- | -
|                                           |  | Nine months ended September 30, |       |   | Increase(Decrease) |      
|                                           |  | 2006                            |       |   | 2005               |       |  
|(in millions)                              |  | $                               |       |   | % of TotalRevenue  |       |   | $ |   |       | % of TotalRevenue |  |       | $ |  |   | %     |  
|Revenues(1)                                |  |                                 |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |       |   |  |      |  
|Staffing services                          |  | $                               | 660.8 |   |                    | 70.0  | % |   | $ | 598.5 |                   |  | 71.0  | % |  | $ | 62.3  |   |  | 10.4 | %
|Project outsourcing                        |  |                                 | 236.7 |   |                    | 25.1  |   |   |   | 199.8 |                   |  | 23.7  |   |  |   | 36.9  |   |  | 18.4 |  
|Permanent placement and royalties          |  |                                 | 44.4  |   |                    | 4.7   |   |   |   | 43.0  |                   |  | 5.1   |   |  |   | 1.4   |   |  | 3.2  |  
|Franchise fees                             |  |                                 | 2.4   |   |                    | 0.2   |   |   |   | 1.6   |                   |  | 0.2   |   |  |   | 0.8   |   |  | 53.8 |  
|                                           |  |                                 |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |       |   |  |      |  
|                                           |  | $                               | 944.3 |   |                    | 100.0 | % |   | $ | 842.9 |                   |  | 100.0 | % |  | $ | 101.4 |   |  | 12.0 |  
|                                           |  |                                 |       |   |                    |       |   |   |   |       |                   |  |       |   |  |   |       |   |  |      |  
|Gross profit                               |  | $                               | 217.7 |   |                    | 23.1  | % |   | $ | 195.2 |                   |  | 23.2  | % |  |   | 22.5  |   |  | 11.6 |  
|Operating and administrative expenses      |  | $                               | 191.2 |   |                    | 20.3  |   |   | $ | 178.8 |                   |  | 21.2  |   |  |   | 12.4  |   |  | 6.9  |  
|Operating profit                           |  | $                               | 26.5  |   |                    | 2.8   |   |   | $ | 16.7  |                   |  | 2.0   |   |  |   | 9.8   |   |  | 58.4 |  
|Other (expense) income                     |  | $                               | (0.6  | ) |                    | (0.1  | ) |   |   | 0.3   |                   |  |      |   |  |   | (0.9  | ) |  | NM   |  
|Net earnings                               |  | $                               | 16.5  |   |                    | 1.7   | % |   | $ | 10.5  |                   |  | 1.2   | % |  |   | 6.0   |   |  | 57.0 |  
|                                           |  |                                 |       |   |                    |      
|Cash and cash equivalents at September 30  |  | $                               | 18.9  |   |                    |       |   |   | $ | 12.3  |                   |  |       |   |  |   | 6.6   |   |  | 53.5 |  
|Cash flow provided by (used in) operations |  | $                               | 16.0  |   |                    |       |   |   | $ | (5.0  | )                 |  |       |   |  |   | 21.0  |   |  | NM   | %
|Variable contribution margin(2)            |  |                                 | 9.6   | % |                    |       |   |   |   | 0.3   | %                 |  |       |   |  |   |       |   |  |      |  

---

|(1) | Revenues for the periods in 2005 have been reclassified to conform to the current year's presentation.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Year-over-year change in operating profit divided by year-over-year change in revenues.
|--- | ---------------------------------------------------------------------------------------

On a year-over-year basis, consolidated revenues for the first nine months of 2006 increased $101.4 million, or 12.0%. Revenues in all four categories of revenue and all four Company reporting segments increased in
the first nine months of 2006 as compared to the same period in 2005. The improvement in consolidated revenues was driven primarily by a strong economic business environment and:



| |  |  | An increase in staffing services with a major alliance customer in the BS segment.
| | - |  | ----------------------------------------------------------------------------------



| |  |  | Increased demand for project outsourcing services within all five BS verticals as a result of significant capital spending by customers, primarily within the oil, gas, chemical and
the commercial aerospace industries.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in Todays and Anders staffing services revenue as investments in sales and recruiting capabilities in prior years contributed to revenue growth.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in MRIs staffing services revenue as management expanded its efforts to support its franchised offices in pursuit of this business.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in the number of new MRI franchises sold and the sale of an international master license.
| | - |  | -----------------------------------------------------------------------------------------------------



21



---

##### Table of Contents

For the nine months ended September 30, 2006, consolidated gross profit increased $22.5 million, or 11.6%, as
compared to the same period in 2005. This increase in gross profit was primarily due to revenue growth.

For the nine months ended September 30, 2006,
consolidated operating and administrative expenses increased $12.4 million, or 6.9%, from the same period in 2005. These increases are due primarily to:



| |  |  | Higher staff salaries and incentive-based compensation associated with the revenue growth.
| | - |  | ------------------------------------------------------------------------------------------



| |  |  | Increases in facilities costs associated with the P&I vertical expansion in Houston, Texas and Anders expansion in the U.K.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | Incremental spending related to the Companys Sarbanes-Oxley compliance and financial controls, tax consulting and severance costs.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Increased cost of stock-based compensation expenses in 2006 amounting to $1.0 million, compared to the same period in 2005, primarily as a result of adopting SFAS No. 123(R).
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Impairment charges related to a decline in the fair value of an asset held for sale amounting to $0.6 million in 2006.
| | - |  | ----------------------------------------------------------------------------------------------------------------------

For the first nine months of 2006, operating profit increased $9.8 million, or 58.4%, compared to the same period in 2005. On a year-over-year basis, operating profit as
a percentage of revenues increased from 2.0% in the first nine months of 2005 to 2.8% in the first nine months of 2006. The improvement is a result of the net effect of those items discussed above and the Companys ability to contain its
expenses and leverage its fixed cost base.

Other expense increased $0.9 million for the nine-month period ended September 30, 2006 primarily due to
losses on foreign exchange forward contracts. The Company entered these contracts to hedge a portion of its United Kingdom and Canadian operations forecasted earnings.

The Companys effective income tax rate decreased from 38.4% for the first nine months of 2005 to 36.5% for the first nine months of 2006. The decrease in the effective tax rate is primarily due to recognition of
certain foreign research and development credits in the second quarter of 2006. The Company anticipates its full year tax rate to be in the range of 36% to 38%.

Segment Discussion

Business Solutions (BS)

Business Strategy

BS business model is a key factor in its continued growth and profitability. BS pursues the
development of long-term affiliations and alliances with its customers as a cost effective, single source provider of professional staffing and project outsourcing services. By working as a central supplier and partner with its customers, BS is able
to develop an understanding of its customers overall business needs as well as the unique technical needs of their projects. This approach creates the opportunity for BS to provide a greater and more integrated range of services to its
customers to facilitate efficient project management, program integration and transition, and execution. The success of BS business strategy is dependent on maintaining and renewing its existing customers or contracts, continued capital
spending by its major engineering customers, the ability to win new contract awards and accounts and the availability and cost of labor. In addition, BS is strategically engaging in offshore arrangements to lower its cost of services for clients and
tap into a broader talent pool.

Key Performance Indicators

The Company manages and assesses BS performance through various means, with the primary financial and operational measures including revenue growth, new contract wins, new accounts, gross profit margin and operating profit.

Revenue growth reflects performance on both new and existing contracts. Incremental increases in revenue will not generally result in proportionate
increases in costs, particularly operating and administrative expenses, thus potentially improving operating profit margins.

New contract and account wins
are the primary drivers of future revenue and provide an assessment of BS ability to compete. The total level of new contract wins fluctuates from quarter to quarter depending on the timing of new contracts as well as numerous external
factors. BS employs strict financial and operational reviews in the contracting process to evaluate risks and generate appropriate margins and returns.



22



---

##### Table of Contents

Gross margin reflects BS performance and ability to achieve desired pricing and control labor costs. BS focus
on maintaining and improving overall margins has led to improved profitability. Gross margins can also shift as a result of the mix of business, with project business generally providing higher margins.

Results of Operations

The following table presents changes in
revenue from each of BS verticals for the three-month periods ended September 30, 2006 and 2005:



|                                    |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|----------------------------------- |  | -------------------------------- | ----- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- | - |  | ---- | -
|                                    |  | Three months ended September 30, |       |                   | Increase(Decrease) |  
|                                    |  | 2006                             |       |                   | 2005               |   |  
|(in millions)                       |  | $                                |       | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  |   | %    |  
|Revenues:                           |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|CDI-Process and Industrial          |  | $                                | 93.3  |                   | 44.5               | % |   | $ | 85.3              |  | 45.5  | % |  | $ | 8.0  |   |  | 9.4  | %
|CDI-Information Technology Services |  |                                  | 78.3  |                   | 37.4               |   |   |   | 67.1              |  | 35.8  |   |  |   | 11.2 |   |  | 16.7 |  
|CDI-Aerospace                       |  |                                  | 20.6  |                   | 9.8                |   |   |   | 20.8              |  | 11.1  |   |  |   | (0.2 | ) |  | (0.8 | )
|CDI-Government Services             |  |                                  | 14.2  |                   | 6.8                |   |   |   | 12.0              |  | 6.4   |   |  |   | 2.2  |   |  | 18.0 |  
|CDI-Life Sciences                   |  |                                  | 3.2   |                   | 1.5                |   |   |   | 2.3               |  | 1.2   |   |  |   | 0.9  |   |  | 36.8 |  
|                                    |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|                                    |  | $                                | 209.6 |                   | 100.0              | % |   | $ | 187.5             |  | 100.0 | % |  | $ | 22.1 |   |  | 11.8 | %
|                                    |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  

The P&I vertical focuses on small to medium-sized engineering projects within the process sector, which
includes the oil refining, chemical and alternative energy industries, as well as the industrial sector, which includes power generation, telecommunications and heavy manufacturing. Typically, these customers are large, industrial, multi-national
companies that use multiple vendors. Contracts are awarded based on the ability to meet the specific requirements of each individual project. Although revenues within the P&I vertical increased $8.0 million, or 9.4%, in the third quarter of
2006, as compared to the same period in the prior year, the Company continues to experience constraints on the labor pool for Gulf Coast engineers. This increase in revenues was largely attributable to strong capital spending by customers within the
process sector, and to a lesser extent, within the industrial sector, resulting in both new account wins and a ramp-up of existing accounts.

The IT
vertical provides a variety of staffing and outsourcing solutions to optimize a clients infrastructure and reduce overall IT costs, establish and improve service levels, and free up capital for strategic objectives. Services include network
and systems support, help desk and call center operations, application maintenance and development and consulting and project management. The IT staffing industry is highly competitive and is subject to strong pricing pressures from customers and
competitors. New contracts are awarded through a formalized competitive bid process. In the third quarter of 2006, revenues within the IT Services vertical increased $11.2 million, or 16.7%, as compared to the third quarter of 2005. This increase
was primarily attributable to revenue generated from a major alliance account win in the second half of 2005 as this account continues to grow. All other IT Services revenue was slightly down in the third quarter of 2006 as compared to the same
period in 2005 due mainly to the elimination of some smaller, low return retail accounts and office closures.

The Aerospace vertical provides staffing and
outsourcing services to the commercial and military aerospace industries, which are dominated by major national and international conglomerates. Revenues within the Aerospace vertical decreased $0.2 million, or 0.8%, in the third quarter of 2006 as
compared to the same period in the prior year. This decrease in revenue was due primarily to a reduction in lower margin technical staffing revenue.

The
Government Services vertical focuses on providing services primarily to U.S. Government agencies and prime contractors in the shipbuilding, military aviation, and marine design industries. In the third quarter of 2006, revenues increased $2.2
million, or 18.0%, as compared to the third quarter of 2005. These increases were driven primarily by renewed U.S. federal government funding of a major U.S. Navy shipbuilding and ship design contract, as well as increased revenue from several new
managed staffing contracts awarded during 2005.

The Life Sciences vertical provides engineering design, procurement and construction management to
customers in the pharmaceutical and biotechnology industries. Customers range from start-up entities to large multinational organizations. Revenues within the Life Sciences vertical increased $0.9 million, or 36.8%, in the third quarter of 2006 as
compared to the third quarter of 2005. These revenue increases were largely attributable to several new contract wins awarded during 2005 and the first nine months of 2006.



23



---

##### Table of Contents

The following table presents changes in revenue from each of BS verticals for the nine-month periods ended
September 30, 2006 and 2005:



|                                    |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|----------------------------------- |  | ------------------------------- | ----- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- |  | ---- | -
|                                    |  | Nine months ended September 30, |       |                   | Increase(Decrease) |  
|                                    |  | 2006                            |       |                   | 2005               |   |  
|(in millions)                       |  | $                               |       | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  | % |     
|Revenues:                           |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|CDI-Process and Industrial          |  | $                               | 274.8 |                   | 44.3               | % |   | $ | 252.0             |  | 45.7  | % |  | $ | 22.8 |  | 9.0  | %
|CDI-Information Technology Services |  |                                 | 229.5 |                   | 37.0               |   |   |   | 196.4             |  | 35.6  |   |  |   | 33.1 |  | 16.9 |  
|CDI-Aerospace                       |  |                                 | 64.3  |                   | 10.4               |   |   |   | 61.6              |  | 11.2  |   |  |   | 2.7  |  | 4.4  |  
|CDI-Government Services             |  |                                 | 42.8  |                   | 6.9                |   |   |   | 34.6              |  | 6.3   |   |  |   | 8.2  |  | 23.7 |  
|CDI-Life Sciences                   |  |                                 | 8.5   |                   | 1.4                |   |   |   | 6.5               |  | 1.2   |   |  |   | 2.1  |  | 32.3 |  
|                                    |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|                                    |  | $                               | 619.9 |                   | 100.0              | % |   | $ | 551.0             |  | 100.0 | % |  | $ | 68.9 |  | 12.5 | %
|                                    |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  

For the first nine months of 2006, revenues within the P&I vertical increased $22.8 million, or 9.0%, as
compared to the first nine months of 2005. This increase in revenues was largely attributable to strong capital spending by customers within the process sector, and to a lesser extent, within the industrial sector, resulting in both new account wins
and a ramp-up of existing accounts.

Revenues within the IT Services vertical increased $33.1 million, or 16.9%, for the nine months ended
September 30, 2006, as compared to the same period in the prior year. This increase was primarily attributable to revenue generated from a major alliance account win in the second half of 2005 as this account continues to grow. All other IT
Services revenue has declined slightly due mainly to the closure of some offices and the elimination of some smaller, low return retail accounts.

The
Aerospace vertical increased revenue $2.7 million, or 4.4%, for the first nine months of 2006, as compared to the same period last year. This increase in revenue was due primarily to an increased demand for project outsourcing which was partially
offset by a small decline in lower margin technical staffing revenue.

For the nine months ended September 30, 2006, revenues within the Government
Services vertical increased $8.2 million, or 23.7%, as compared to the same period in 2005. These increases were driven by both the renewal of U.S. federal government funding of a major U.S. Navy shipbuilding and ship design contract, and revenue
generated by several new managed staffing contracts awarded during 2005.

Life Sciences increased revenue $2.1 million, or 32.3%, in the first nine months
of 2006, as compared to the same period in 2005, due primarily to several new contract wins awarded during 2005 and the first nine months of 2006.



24



---

##### Table of Contents

The following table presents changes in revenue by category, cost of services, gross profit, operating and administrative
expenses, and operating profit for BS for the three-month periods ended September 30, 2006 and 2005:

BS



|                                      |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|------------------------------------- |  | -------------------------------- | ----- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                                      |  | Three months ended September 30, |       |                   | Increase(Decrease) |  
|                                      |  | 2006                             |       |                   | 2005               |   |  
|(in millions)                         |  | $                                |       | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  |   | %    |  
|Revenues                              |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Staffing services                     |  | $                                | 130.7 |                   | 62.3               | % |   | $ | 114.3             |  | 61.0  | % |  | $ | 16.4 |   |  | 14.5  | %
|Project outsourcing                   |  |                                  | 77.9  |                   | 37.2               |   |   |   | 71.8              |  | 38.3  |   |  |   | 6.1  |   |  | 8.6   |  
|Permanent placement                   |  |                                  | 1.0   |                   | 0.5                |   |   |   | 1.4               |  | 0.7   |   |  |   | (0.4 | ) |  | (29.2 | )
|                                      |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|                                      |  |                                  | 209.6 |                   | 100.0              |   |   |   | 187.5             |  | 100.0 |   |  |   | 22.1 |   |  | 11.8  |  
|Cost of services                      |  |                                  | 169.3 |                   | 80.8               |   |   |   | 151.4             |  | 80.7  |   |  |   | 17.9 |   |  | 11.9  |  
|                                      |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Gross profit                          |  |                                  | 40.3  |                   | 19.2               |   |   |   | 36.1              |  | 19.3  |   |  |   | 4.2  |   |  | 11.5  |  
|Operating and administrative expenses |  |                                  | 32.9  |                   | 15.7               |   |   |   | 30.9              |  | 16.5  |   |  |   | 2.0  |   |  | 6.4   |  
|                                      |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Operating profit                      |  | $                                | 7.4   |                   | 3.5                | % |   | $ | 5.2               |  | 2.8   | % |  | $ | 2.2  |   |  | 41.9  | %
|                                      |  |                                  |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  

Revenues for the periods in 2005 have been reclassified to conform to the current year's
presentation.

BS revenues of $209.6 million increased $22.1 million, or 11.8%, in the third quarter of 2006 as compared to the same period in 2005.
Staffing services revenue increased in the third quarter of 2006, $16.4 million or 14.5%, as compared to the third quarter of 2005. These increases were driven primarily by growth within the IT and Government Services verticals as indicated above
and, to a lesser extent, by revenue growth in the P&I vertical.

Project outsourcing revenues increased $6.1 million, or 8.6%, in the third quarter of
2006 as compared to the same period in 2005. The increase was due primarily to increased demand for project outsourcing in P&I, Aerospace, and Life Sciences as indicated above.

BS gross profit in the third quarter of 2006 increased $4.2 million, or 11.5%, as compared to the third quarter of 2005. This increase in gross profit was primarily due to higher volume in the verticals
discussed above. In addition, BS overall gross profit margin remained essentially flat when comparing third quarter 2006 to third quarter 2005. There was some offsetting between new higher margin business in the project outsourcing area and
new lower margin business in IT staffing services and also continued pricing pressure in IT staffing services.

BS operating and administrative
expenses increased $2.0 million in the third quarter of 2006, or 6.4%, compared to the third quarter of 2005. This increase was a result of:



| |  |  | Higher staff salaries and incentive-based compensation associated with the increase in sales volume, primarily in the IT and P&I verticals.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in Houston area facilities, office and computer costs to support the revenue growth in the P&I vertical indicated above.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Severance costs in the IT vertical.
| | - |  | -----------------------------------



25



---

##### Table of Contents

The following table presents changes in revenue by category, cost of services, gross profit, operating and administrative
expenses, and operating profit for BS for the nine-month periods ended September 30, 2006 and 2005:

BS



|                                      |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  
|------------------------------------- |  | ------------------------------- | ----- | ------------------ | ----- | - | - | - | ----------------- |  | ----- |  | - | ---- | - |  | ----- | -
|                                      |  | Nine months ended September 30, |       | Increase(Decrease) |      
|                                      |  | 2006                            |       |                    | 2005  |  
|(in millions)                         |  | $                               |       | % of TotalRevenue  |       |   | $ |   | % of TotalRevenue |  | $     |  |   | %    |  
|Revenues                              |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  
|Staffing services                     |  | $                               | 380.1 |                    | 61.3  | % |   | $ | 347.7             |  | 63.1  |  | $ | 32.4 |   |  | 9.3   | %
|Project outsourcing                   |  |                                 | 236.7 |                    | 38.2  |   |   |   | 199.8             |  | 36.3  |  |   | 36.9 |   |  | 18.4  |  
|Permanent placement                   |  |                                 | 3.1   |                    | 0.5   |   |   |   | 3.5               |  | 0.6   |  |   | (0.4 | ) |  | (11.7 | )
|                                      |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  
|                                      |  |                                 | 619.9 |                    | 100.0 |   |   |   | 551.0             |  | 100.0 |  |   | 68.9 |   |  | 12.5  |  
|Cost of services                      |  |                                 | 501.2 |                    | 80.9  |   |   |   | 447.8             |  | 81.3  |  |   | 53.4 |   |  | 11.9  |  
|                                      |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  
|Gross profit                          |  |                                 | 118.7 |                    | 19.1  |   |   |   | 103.2             |  | 18.7  |  |   | 15.5 |   |  | 15.0  |  
|Operating and administrative expenses |  |                                 | 97.4  |                    | 15.7  |   |   |   | 90.4              |  | 16.4  |  |   | 7.0  |   |  | 7.8   |  
|                                      |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  
|Operating profit                      |  | $                               | 21.3  |                    | 3.4   | % |   | $ | 12.8              |  | 2.3   |  | $ | 8.5  |   |  | 65.4  | %
|                                      |  |                                 |       |                    |       |   |   |   |                   |  |       |  |   |      |   |  |       |  

In the first nine months of 2006, BS revenues increased $68.9 million, or 12.5%, as compared to the first
nine months of 2005. Staffing services revenue increased $32.4 million, or 9.3%, for the first nine months of 2006, as compared to the same period in 2005. The IT, Government Services and P&I verticals all contributed to the increase with the
major alliance account win in IT being the largest percentage of the increase.

Project outsourcing revenues for the first nine months of 2006 increased
$36.9 million, or 18.4%, as compared to the same period in 2005. These increases were due primarily to increased demand for project outsourcing in all the verticals, particularly in the P&I, Aerospace, and Life Sciences verticals as indicated
above.

For the nine months ended September 30, 2006, BS gross profit increased $15.5 million, or 15.0%, as compared to the same period in the
prior year. The volume increases in all the verticals contributed to the gross profit increase, which was partially offset by a $0.5 million arbitration judgment in the second quarter. In the first nine months of 2006, BS overall gross profit
margin increased to 19.1% from 18.7% as compared to the same period in 2005. These increases are due primarily to a larger mix of higher margin project outsourcing business in the P&I and Life Sciences verticals. These increases in the overall
gross profit margin were partially offset by increases in lower margin staffing services and pricing pressures within the IT and Government Services verticals related to new account wins in 2005.

BS operating and administrative expenses increased $7.0 million for the first nine months of 2006, or 7.8%, compared to the same period in 2005. This increase was
a result of:



| |  |  | Higher staff salaries and incentive-based compensation associated with the increase in sales volume, primarily in the IT and P&I verticals.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in Houston area facilities, office and computer costs to support the revenue growth in the P&I vertical.
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | Severance costs in the IT vertical
| | - |  | ----------------------------------

Further, operating and
administrative expenses for the nine-month periods ended September 30, 2005 reflect a benefit from the favorable resolution of certain state non-income tax matters.

AndersElite (Anders)

Business Strategy

Anders is focused on providing the highest quality candidate and recruitment services within the built environment. Anders utilization of web-based recruiting is
very effective, provides it with a large pool of highly qualified candidates, and enhances the Companys ability to filter candidates to meet specific customer needs.

Anders is generating new business growth by opening additional offices in the U.K. and Australia. In addition to providing a pool of candidates to a tight U.K. labor market, the Australian office is also generating
business from Australia-based customers.

Demand in the U.K. infrastructure sector continues to grow with the rebuilding of the countrys rail system,
other government-related projects, and private industry-related projects. In addition, Anders anticipates that the 2012 London Olympics will provide opportunities for future revenue and operating profit growth.



26



---

##### Table of Contents

Key Performance Indicators

Anders relies on various operational and financial metrics to manage its business. Key metrics include direct margin by recruiter and branch office, payroll costs as a percentage of gross margins, and gross profit as a percentage of
revenue.

Monitoring direct margin by recruiter and branch office enables the Company to focus on increasing productivity, thereby increasing profit
margins. Additionally, monitoring recruiter and branch performance allows the Company to ensure that high levels of services are delivered to customers.

Gross profits reflect Anders performance and ability to achieve desired pricing and control labor costs. Gross margin may not increase at the same percentage rate as revenue. A focus on maintaining and improving overall margins
leads to improved profitability. Permanent placement revenue, which represents approximately 11% of Anders total revenue for the nine months ended September 30, 2006, also has a significant impact on gross margin. Since there
are no direct costs associated with permanent placement revenue, increases or decreases in permanent placement revenue can have a disproportionate impact on gross profit margins.

Results of Operations

The following table presents changes in revenues, cost of services, gross profit, operating
and administrative expenses, and operating profit for Anders for the three-month period ended September 30, 2006 and 2005 in U.S. dollars:

Anders



|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|------------------------------------- |  | -------------------------------- | ---- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | --- |  | ---- | -
|                                      |  | Three months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                             |      |                   | 2005               |   |  
|(in millions)                         |  | $                                |      | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  | % |    
|Revenues                              |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Staffing services                     |  | $                                | 52.2 |                   | 89.0               | % |   | $ | 43.7              |  | 89.4  | % |  | $ | 8.5 |  | 19.5 | %
|Permanent placement                   |  |                                  | 6.5  |                   | 11.0               |   |   |   | 5.2               |  | 10.6  |   |  |   | 1.3 |  | 24.0 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|                                      |  |                                  | 58.7 |                   | 100.0              |   |   |   | 48.9              |  | 100.0 |   |  |   | 9.8 |  | 19.8 |  
|Cost of services                      |  |                                  | 43.7 |                   | 74.5               |   |   |   | 36.6              |  | 74.9  |   |  |   | 7.1 |  | 19.3 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Gross profit                          |  |                                  | 15.0 |                   | 25.5               |   |   |   | 12.3              |  | 25.1  |   |  |   | 2.7 |  | 21.5 |  
|Operating and administrative expenses |  |                                  | 12.3 |                   | 20.9               |   |   |   | 9.9               |  | 20.1  |   |  |   | 2.4 |  | 24.0 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Operating profit                      |  | $                                | 2.7  |                   | 4.6                | % |   | $ | 2.4               |  | 5.0   | % |  | $ | 0.3 |  | 11.3 | %
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  

To more effectively discuss the comparative results of operations for the three-month periods ended
September 30, 2006 and 2005, the following table presents Anders results on a constant currency basis (i.e. British Pounds - £):

Anders



|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|------------------------------------- |  | -------------------------------- | ---- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | --- |  | ---- | -
|                                      |  | Three months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                             |      |                   | 2005               |   |  
|(in millions)                         |  | £                                |      | % of TotalRevenue |                    |   | £ |   | % of TotalRevenue |  |       | £ |  | % |    
|Revenues                              |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Staffing services                     |  | £                                | 27.9 |                   | 89.0               | % |   | £ | 24.5              |  | 89.4  | % |  | £ | 3.4 |  | 13.9 | %
|Permanent placement                   |  |                                  | 3.5  |                   | 11.0               |   |   |   | 2.9               |  | 10.6  |   |  |   | 0.6 |  | 19.2 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|                                      |  |                                  | 31.4 |                   | 100.0              |   |   |   | 27.4              |  | 100.0 |   |  |   | 4.0 |  | 15.1 |  
|Cost of services                      |  |                                  | 23.4 |                   | 74.5               |   |   |   | 20.5              |  | 74.9  |   |  |   | 2.9 |  | 14.3 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Gross profit                          |  |                                  | 8.0  |                   | 25.5               |   |   |   | 6.9               |  | 25.1  |   |  |   | 1.1 |  | 15.7 |  
|Operating and administrative expenses |  |                                  | 6.5  |                   | 20.9               |   |   |   | 5.5               |  | 20.1  |   |  |   | 1.0 |  | 19.0 |  
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  
|Operating profit                      |  | £                                | 1.5  |                   | 4.6                | % |   | £ | 1.4               |  | 5.0   | % |  | £ | 0.1 |  | 6.8  | %
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |     |  |      |  



27



---

##### Table of Contents

Anders revenues of £31.4 million in the third quarter of 2006 increased £4.0 million, or 15.1%, as
compared to the third quarter of 2005 largely due to:



| |  |  | Increased productivity among recruiting and sales personnel.
| | - |  | ------------------------------------------------------------



| |  |  | Stronger customer demand in both staffing services and permanent placement services.
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Permanent placement revenue increases as a result of increased placements and slightly higher average fees in 2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------



| |  |  | The expansion of U.K. operations through the opening of additional offices in the second and fourth quarter of 2005 and a general expansion of its Australian operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Anders gross profit of £8.0 million in the third quarter of 2006 increased £1.1 million, or 15.7%, as compared to the
third quarter of 2005. For the three months ended September 30, 2006, Anders overall gross profit margin increased from 25.1% to 25.5% as compared to the third quarter of 2005. These increases in gross profit and overall gross profit
margin for the quarter ended September 30, 2006 were primarily due to:



| |  |  | The increased sales growth and improved productivity indicated above.
| | - |  | ---------------------------------------------------------------------



| |  |  | Permanent placement revenue increases as a result of higher average fees in 2006.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | An increase in the volume of higher margin permanent placement business.
| | - |  | ------------------------------------------------------------------------

Anders operating and administrative expenses increased £1.0 million, or 19.0%, in the third quarter of 2006 as compared to the third quarter of 2005 principally due to:



| |  |  | Higher staff salaries and incremental incentive-based compensation associated with the increase in sales volume.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | Additional legal and professional costs associated with the Office of Fair Trading investigation.
| | - |  | -------------------------------------------------------------------------------------------------

The following table presents changes in revenues, cost of services, gross profit, operating and administrative expenses, and operating profit for Anders for the nine-month periods ended September 30, 2006 and
2005 in U.S. dollars:

Anders



|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|------------------------------------- |  | ------------------------------- | ----- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- |  | ---- | -
|                                      |  | Nine months ended September 30, |       |                   | Increase(Decrease) |  
|                                      |  | 2006                            |       |                   | 2005               |   |  
|(in millions)                         |  | $                               |       | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  | % |     
|Revenues                              |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Staffing services                     |  | $                               | 141.5 |                   | 89.1               | % |   | $ | 122.6             |  | 89.2  | % |  | $ | 18.9 |  | 15.4 | %
|Permanent placement                   |  |                                 | 17.4  |                   | 10.9               |   |   |   | 14.8              |  | 10.8  |   |  |   | 2.6  |  | 17.2 |  
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|                                      |  |                                 | 158.9 |                   | 100.0              |   |   |   | 137.4             |  | 100.0 |   |  |   | 21.5 |  | 15.6 |  
|Cost of services                      |  |                                 | 118.5 |                   | 74.6               |   |   |   | 102.9             |  | 74.9  |   |  |   | 15.6 |  | 15.1 |  
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Gross profit                          |  |                                 | 40.4  |                   | 25.4               |   |   |   | 34.5              |  | 25.1  |   |  |   | 5.9  |  | 16.9 |  
|Operating and administrative expenses |  |                                 | 34.7  |                   | 21.8               |   |   |   | 29.6              |  | 21.5  |   |  |   | 5.1  |  | 17.1 |  
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Operating profit                      |  | $                               | 5.7   |                   | 3.6                | % |   | $ | 4.9               |  | 3.6   | % |  | $ | 0.8  |  | 15.6 | %
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  



28



---

##### Table of Contents

To more effectively discuss the comparative results of operations for the nine-month periods ended September 30,
2006 and 2005, the following table presents Anders results on a constant currency basis (i.e. British Pounds - £):

Anders



|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|------------------------------------- |  | ------------------------------- | ---- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- |  | ---- | -
|                                      |  | Nine months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                            |      |                   | 2005               |   |  
|(in millions)                         |  | £                               |      | % of TotalRevenue |                    |   | £ |   | % of TotalRevenue |  |       | £ |  | % |     
|Revenues                              |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Staffing services                     |  | £                               | 78.1 |                   | 89.1               | % |   | £ | 66.5              |  | 89.3  | % |  | £ | 11.6 |  | 17.5 | %
|Permanent placement                   |  |                                 | 9.6  |                   | 10.9               |   |   |   | 8.0               |  | 10.7  |   |  |   | 1.6  |  | 19.7 |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|                                      |  |                                 | 87.7 |                   | 100.0              |   |   |   | 74.5              |  | 100.0 |   |  |   | 13.2 |  | 17.8 |  
|Cost of services                      |  |                                 | 65.4 |                   | 74.6               |   |   |   | 55.8              |  | 74.9  |   |  |   | 9.6  |  | 17.2 |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Gross profit                          |  |                                 | 22.3 |                   | 25.4               |   |   |   | 18.7              |  | 25.1  |   |  |   | 3.6  |  | 19.3 |  
|Operating and administrative expenses |  |                                 | 19.1 |                   | 21.8               |   |   |   | 16.0              |  | 21.5  |   |  |   | 3.1  |  | 19.5 |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  
|Operating profit                      |  | £                               | 3.2  |                   | 3.6                | % |   | £ | 2.7               |  | 3.6   | % |  |   | 0.5  |  | 18.4 | %
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |  |      |  

Anders revenues of £87.7 million for the first nine months of 2006 increased £13.2 million, or
17.8%, as compared to the same period in the prior year largely due to:



| |  |  | Increased productivity among recruiting and sales personnel.
| | - |  | ------------------------------------------------------------



| |  |  | Stronger customer demand in both staffing services and permanent placement services.
| | - |  | ------------------------------------------------------------------------------------



| |  |  | Permanent placement revenue increases due to increased placements and slightly higher average fees in 2006.
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | The expansion of U.K. operations through the opening of additional offices in the second and fourth quarter of 2005 and a general expansion of its Australian operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Anders gross profit for the nine month period ended September 30, 2006, increased £3.6 million, or 19.3%, as compared to
the same period in the prior year. Overall gross margin for the first nine months of 2006 increased from 25.1% to 25.4% as compared to the same period in the prior year. The increases in gross profit and overall gross profit margin for the nine
months ended September 30, 2006 were primarily due to:



| |  |  | The increased sales growth and improved productivity indicated above.
| | - |  | ---------------------------------------------------------------------



| |  |  | Permanent placement revenue increases as a result of higher average fees in 2006.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | An increase in the volume of higher margin permanent placement revenue.
| | - |  | -----------------------------------------------------------------------

For the first nine months of 2006, Anders operating and administrative expenses increased £3.1 million, or 19.5%, as compared to the same period in the prior year. These increases were principally due to:



| |  |  | Higher staff salaries and incremental incentive-based compensation associated with the increase in sales volume.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | An increase in bad debt reserves to address specific credit exposures.
| | - |  | ----------------------------------------------------------------------



| |  |  | Additional legal and professional costs associated with the Office of Fair Trading investigation.
| | - |  | -------------------------------------------------------------------------------------------------



| |  |  | Higher advertising costs due to business expansion.
| | - |  | ---------------------------------------------------

Todays Staffing
(Todays)

Business Strategy

Todays
provides temporary and permanent placement, as well as managed staffing, of administrative, financial and legal professionals to its customers. Todays focuses on providing the highest quality candidate to fit the specific needs of the customer. This
commitment to quality is reinforced by a process that includes behavioral interviews, customized evaluations, comprehensive reference checks, and periodic employee assessments, and is supported by a satisfaction guarantee policy. Due to the quality
control checks performed by Todays prior to placing the employee, the financial impact of this guarantee has been immaterial.

Todays operations are
organized into two service divisions  Temporary, which include both large, multi-location national accounts and higher margin retail accounts (i.e., local and small business accounts) serviced in local branches or onsite at clients
premises, and Permanent Placement Solutions. Todays strategic growth objectives for market expansion include:



| |  |  | Retain and expand services to existing customers.
| | - |  | -------------------------------------------------



| |  |  | Target markets with strong growth characteristics in high margin services.
| | - |  | --------------------------------------------------------------------------



| |  |  | Further develop legal and financial staffing lines as well as permanent placement.
| | - |  | ----------------------------------------------------------------------------------



29



---

##### Table of Contents

Revenues are favorably impacted by sustained economic recovery, strong GDP growth, and
low U.S. unemployment rates.

Key Performance Indicators

Todays monitors its performance through various operational and financial measures, including weekly billable hours, revenue growth, permanent placement revenue, direct margin per hour and gross margin.

Weekly billable hours and revenue growth are impacted by changes in market share, the ability to capitalize on opportunities created by economic expansion, and
performance on existing accounts. Incremental increases in weekly billable hours and revenue will not necessarily result in proportionate increases in costs, particularly operating and administrative expenses, thus potentially improving profit
margins.

Permanent placement revenue is driven by the increase or decrease in the number of placements. In some cases, an employee is initially assigned
to a customer on a temporary basis, but is later hired by that customer. In those instances, Todays receives both staffing services revenue and a fee for the placement. Permanent placement revenue represents approximately 3.1% of Todays total
revenue for the three months ended September 30, 2006. Since there are no direct costs associated with permanent placement revenue, increases or decreases in permanent placement revenue can have a disproportionate impact on gross margin rates.

Gross margin reflects Todays performance and ability to achieve desired pricing and control labor costs. While gross margin can shift as a result of
the mix of business, a focus on maintaining and improving overall margins leads to improved profitability. Todays margins have been negatively impacted due to a mix shift to lower margin national accounts.

Results of Operations

The following table presents changes in
revenues, cost of services, gross profit, operating and administrative expenses, and operating profit for Todays for the three-month periods ended September 30, 2006 and 2005:

Todays



|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   
|------------------------------------- |  | -------------------------------- | ---- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- | - |  | ----- | --
|                                      |  | Three months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                             |      |                   | 2005               |   |  
|(in millions)                         |  | $                                |      | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  |   | %    |  
|Revenues                              |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   
|Staffing services                     |  | $                                | 35.5 |                   | 96.9               | % |   | $ | 37.5              |  | 97.7  | % |  | $ | (2.0 | ) |  | (5.4  | )%
|Permanent placement                   |  |                                  | 1.1  |                   | 3.1                |   |   |   | 0.9               |  | 2.3   |   |  |   | 0.2  |   |  | 21.9  |   
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   
|                                      |  |                                  | 36.6 |                   | 100.0              |   |   |   | 38.4              |  | 100.0 |   |  |   | (1.8 | ) |  | (4.9  | ) 
|Cost of services                      |  |                                  | 28.0 |                   | 76.4               |   |   |   | 29.0              |  | 75.6  |   |  |   | (1.0 | ) |  | (3.9  | ) 
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   
|Gross profit                          |  |                                  | 8.6  |                   | 23.6               |   |   |   | 9.4               |  | 24.4  |   |  |   | (0.8 | ) |  | (7.8  | ) 
|Operating and administrative expenses |  |                                  | 7.9  |                   | 21.8               |   |   |   | 8.4               |  | 21.9  |   |  |   | (0.5 | ) |  | (4.9  | ) 
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   
|Operating profit                      |  | $                                | 0.7  |                   | 1.8                | % |   | $ | 1.0               |  | 2.5   | % |  | $ | (0.3 | ) |  | (32.9 | )%
|                                      |  |                                  |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |   

Todays revenues of $36.6 million in the third quarter of 2006 decreased $1.8 million, or 4.9%, as compared
to the third quarter of 2005. Billable hours declined by 12.0% compared to the same period last year. The decline in revenue and reduction in billable hours were primary results of the following:



| |  |  | A significant reduction in the mortgage processing business.
| | - |  | ------------------------------------------------------------



| |  |  | A significant reduction of business from a few large accounts.
| | - |  | --------------------------------------------------------------



| |  |  | A reduction in the automotive industry business in Canada.
| | - |  | ----------------------------------------------------------

These declines were partially offset by:



| |  |  | An increase in average hourly bill rates of 7.0%.
| | - |  | -------------------------------------------------



| |  |  | Permanent placement growth of $0.2 million or 21.9%.
| | - |  | ----------------------------------------------------



30



---

##### Table of Contents

Todays gross profit of $8.6 million in the third quarter of 2006 was lower by $0.8 million, or 7.8%, as compared to
the same period in the prior year. The decrease in gross profit was primarily due to the $2.0 million staffing revenue decline, and continued margin pressures, but was partially offset by the increase in permanent placement revenues. The overall
gross profit margin in the third quarter of 2006 decreased to 23.6% from 24.4% compared to the same period on the prior year, due primarily to:



| |  |  | Business mix changes related to a higher percent of lower margin national accounts.
| | - |  | -----------------------------------------------------------------------------------



| |  |  | Strong competitive pricing pressures within the clerical and administrative staffing services industry.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | A shortage of qualified candidates resulted in an increase in average hourly pay rates of 8.9%, which is greater than the increase in the average hourly bill rates.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

This decrease in the overall gross profit margin percent was partially offset by an increase in higher margin permanent
placement revenues.

Todays operating and administrative expenses in the third quarter of 2006 decreased $0.5 million, or 4.9%, as compared to the
third quarter of 2005. These decreases were due primarily to lower variable costs related to volume reduction and expense containment measures resulting in lower recruitment, personnel, and marketing expenses.

The following table presents changes in revenues, cost of services, gross profit, operating and administrative expenses, and operating profit for Todays for the
nine-month periods ended September 30, 2006 and 2005:

Todays



|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|------------------------------------- |  | ------------------------------- | ----- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- | - |  | ----- | -
|                                      |  | Nine months ended September 30, |       |                   | Increase(Decrease) |  
|                                      |  | 2006                            |       |                   | 2005               |   |  
|(in millions)                         |  | $                               |       | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  |   | %    |  
|Revenues                              |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Staffing services                     |  | $                               | 112.9 |                   | 97.5               | % |   | $ | 106.9             |  | 97.7  | % |  | $ | 6.0  |   |  | 5.6   | %
|Permanent placement                   |  |                                 | 2.9   |                   | 2.5                |   |   |   | 2.5               |  | 2.3   |   |  |   | 0.4  |   |  | 17.9  |  
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|                                      |  |                                 | 115.8 |                   | 100.0              |   |   |   | 109.4             |  | 100.0 |   |  |   | 6.4  |   |  | 5.8   |  
|Cost of services                      |  |                                 | 88.5  |                   | 76.4               |   |   |   | 82.3              |  | 75.2  |   |  |   | 6.2  |   |  | 7.5   |  
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Gross profit                          |  |                                 | 27.3  |                   | 23.6               |   |   |   | 27.1              |  | 24.8  |   |  |   | 0.2  |   |  | 0.8   |  
|Operating and administrative expenses |  |                                 | 24.5  |                   | 21.2               |   |   |   | 26.1              |  | 23.9  |   |  |   | (1.6 | ) |  | (5.8  | )
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  
|Operating profit                      |  | $                               | 2.8   |                   | 2.4                | % |   | $ | 1.0               |  | 0.9   | % |  | $ | 1.8  |   |  | 166.5 | %
|                                      |  |                                 |       |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |       |  

For the nine months ended September 30, 2006, Todays revenues increased $6.4 million, or 5.8%, as
compared to the same period in 2005. The higher revenues through the first nine months of 2006 were primarily a result of:



| |  |  | Growth in national accounts as a result of investments in sales and recruiting capabilities in the prior year.
| | - |  | --------------------------------------------------------------------------------------------------------------



| |  |  | A gradual increase during 2006 in average hourly bill rates of 5.8%.
| | - |  | --------------------------------------------------------------------



| |  |  | Strong growth in permanent placements.
| | - |  | --------------------------------------

Overall billable
hours were essentially flat for the first nine months of 2006 compared to the same period in 2005.

For the nine months ended September 30, 2006,
gross profit was $27.3 million, an increase of $0.2 million, or 0.8%, as compared to the first three quarters of 2005. The increase in gross profit was due to the increases in permanent placement revenues. The overall gross profit margin decreased
to 23.6% in the first nine months of 2006 compared to 24.8% in the first nine months of 2005, due primarily to:



| |  |  | Faster growth in lower margin national accounts.
| | - |  | ------------------------------------------------



| |  |  | Strong competitive pricing pressures within the clerical and administrative staffing services industry.
| | - |  | -------------------------------------------------------------------------------------------------------



| |  |  | A shortage of qualified candidates resulted in an increase in average hourly pay rates of 7.5%, which is greater than the increase in the average hourly bill rates causing gross
profit per hour to be down.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The decrease in the overall gross profit margin was partially offset by an increase in higher
margin permanent placement revenues.



31



---

##### Table of Contents

For the nine months of 2006, Todays operating and administrative expenses decreased $1.6 million, or 5.8%, as
compared to the same period in the prior year. These decreases were due primarily to expense containment measures resulting in lower recruitment, personnel, and marketing expenses.

Management Recruiters International (MRI)

Business Strategy

The MRI network is one of the largest search and recruitment organizations in the world. The key to MRIs success is delivering value to its franchisees by providing
products, services and business planning assistance to help maximize their business growth and productivity. MRIs strategic growth objectives include expansion of the international franchise network and continued growth in underdeveloped U.S.
market areas. In April 2006, the Company sold an international master franchise. Under the sale agreement, MRI assigned the rights to all of its existing international franchise agreements as well as the right to enter into any new franchise
agreements abroad, with the exception of existing or future franchises in Japan. Under this structure, royalties will initially decline but should be more than offset by expense reductions. However, over time, MRI believes that the master franchisee
has the capability to expand the international franchise network, thereby increasing the flow of royalty payments to MRI.

Factors affecting MRIs
revenues include a strong U.S. and global economy and low unemployment rates. Permanent placement and royalty fees are driven by employer demand for mid-to-upper level managerial, professional, and sales candidates, as well as the number of new
franchise offices and franchise contract renewals. MRI provides back-office services that enable its franchisees to pursue temporary staffing opportunities. As part of MRIs strategy to strengthen the franchise network and improve franchise
productivity, a larger number of franchised offices are expected to use these services in the future.

Key Performance Indicators

The Company manages and assesses MRIs performance through various means, with the primary operational and financial measures including weekly job orders, placements
and billings, cash collections, royalties, number of franchise offices, and franchise sales and renewals. Various other statistics are reported by the franchisees on a monthly basis via web-based software, such as billable hours and revenue growth.

Billable hours and revenue growth in temporary staffing services reflects MRIs performance in expanding the support services within the franchise
network. Billable hours increased approximately 19.8% in the third quarter of 2006 compared to the third quarter of 2005. This increase is reflected in the growth in staffing services revenue indicated below.

Results of Operations

The following table presents changes in
revenues, cost of services, gross profit, operating and administrative expenses, and operating profit for MRI for the three-month periods ended September 30, 2006 and 2005:

MRI



|                                      |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  
|------------------------------------- |  | -------------------------------- | ---- | ----------------- | ------------------ | - | - | ---- | ----------------- | ----- | - | - | - | ---- | - |  | ----- | -
|                                      |  | Three months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                             |      |                   | 2005               |   |  
|(in millions)                         |  | $                                |      | % of TotalRevenue |                    |   | $ |      | % of TotalRevenue |       |   | $ |   |      | % | 
|Revenues                              |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  
|Staffing services                     |  | $                                | 9.4  |                   | 53.5               | % |   | 7.6  |                   | 48.5  | % |   | $ | 1.8  |   |  | 23.9  | %
|Permanent placement and royalties     |  |                                  | 7.0  |                   | 39.9               |   |   | 7.7  |                   | 49.1  |   |   |   | (0.7 | ) |  | (8.7  | )
|Franchise fees                        |  |                                  | 1.2  |                   | 6.6                |   |   | 0.4  |                   | 2.4   |   |   |   | 0.8  |   |  | 211.4 |  
|                                      |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  
|                                      |  |                                  | 17.6 |                   | 100.0              |   |   | 15.7 |                   | 100.0 |   |   |   | 1.9  |   |  | 12.5  |  
|Cost of services                      |  |                                  | 6.6  |                   | 37.6               |   |   | 5.3  |                   | 33.8  |   |   |   | 1.3  |   |  | 24.8  |  
|                                      |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  
|Gross profit                          |  |                                  | 11.0 |                   | 62.4               |   |   | 10.4 |                   | 66.2  |   |   |   | 0.6  |   |  | 6.2   |  
|Operating and administrative expenses |  |                                  | 6.9  |                   | 39.3               |   |   | 7.7  |                   | 48.7  |   |   |   | (0.8 | ) |  | (9.0  | )
|                                      |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  
|Operating profit                      |  | $                                | 4.1  |                   | 23.1               | % |   | 2.7  |                   | 17.5  | % |   | $ | 1.4  |   |  | 48.4  | %
|                                      |  |                                  |      |                   |                    |   |   |      |                   |       |   |   |   |      |   |  |       |  

MRIs revenues of $17.6 million in the third quarter of 2006 increased $1.9 million, or 12.5%, as compared to
the third



32



---

##### Table of Contents

quarter of 2005. The increases in revenue in the third quarter were primarily attributable to:



| |  |  | Expanded efforts by management to support the pursuit of staffing services revenue by the franchisee offices, which resulted in an increase in revenue in the third quarter of 2006
of $1.8 million, or 23.9%, as compared to the same period in the prior year.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in franchise fees in the third quarter of 2006 of $0.8 million, due to the increased sale of domestic franchises.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------

The increase in MRIs revenues was partially offset by a decrease in permanent placement and royalty revenue in the third quarter of 2006 of $0.7
million, or 8.7%, as compared to the third quarter of 2005, due primarily to:



| |  |  | The sale of an international master franchise in April 2006 and the related transfer of existing franchisees to the master franchisee resulting in lower royalties (offset by lower
operating expenses).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Non-renewal of several domestic franchise operations.
| | - |  | -----------------------------------------------------

Excluding royalties from international franchises, royalties grew by 3.2% in the third quarter of 2006 compared to the same period in the prior year.

MRIs gross profit of $11.0 million in the third quarter of 2006 was higher by $0.6 million, or 6.2%, as compared to the same period in the prior year. The increase in gross profit was due primarily to an increase in franchise sales
and staffing services partially offset by lower international royalties. Overall gross profit margin decreased from 66.2% in the third quarter of 2005 to 62.4% in the third quarter of 2006. The decreases in overall gross profit margin for the three
months ended September 30, 2006 was primarily due to growth in lower margin staffing services revenue and the decline in high margin royalty revenue due to the international master franchise sale.

MRIs operating and administrative expenses of $6.9 million in the third quarter of 2006 decreased $0.8 million, or 9.0%, as compared to the third quarter of 2005.
This decrease was largely due to:



| |  |  | Lower office staff and facility expenses associated with the sale of the international master franchise which was sold in April 2006.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Efforts of management to control costs related to personnel, travel and meetings.
| | - |  | ---------------------------------------------------------------------------------



| |  |  | Reduced real estate exit costs of approximately $0.3 million.
| | - |  | -------------------------------------------------------------



| |  |  | Absence of certain non-recurring relocation costs that occurred in 2005.
| | - |  | ------------------------------------------------------------------------

This decrease was partially offset by:



| |  |  | Sales commissions associated with the revenue growth in staffing services.
| | - |  | --------------------------------------------------------------------------



| |  |  | Variable costs directly related to increased franchise sales.
| | - |  | -------------------------------------------------------------



| |  |  | Impairment charges of $0.1 million related to a decline in the fair value of an asset held for sale.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Severance charges of $0.4 million.
| | - |  | ----------------------------------



33



---

##### Table of Contents

The following table presents changes in revenues, cost of services, gross profit, operating and administrative expenses,
and operating profit for MRI for the nine-month periods ended September 30, 2006 and 2005:

MRI



|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|------------------------------------- |  | ------------------------------- | ---- | ----------------- | ------------------ | - | - | - | ----------------- |  | ----- | - |  | - | ---- | - |  | ---- | -
|                                      |  | Nine months ended September 30, |      |                   | Increase(Decrease) |  
|                                      |  | 2006                            |      |                   | 2005               |   |  
|(in millions)                         |  | $                               |      | % of TotalRevenue |                    |   | $ |   | % of TotalRevenue |  |       | $ |  |   | %    |  
|Revenues                              |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|Staffing services                     |  | $                               | 26.4 |                   | 52.9               | % |   | $ | 21.2              |  | 47.2  | % |  | $ | 5.2  |   |  | 24.4 | %
|Permanent placement and royalties     |  |                                 | 21.0 |                   | 42.3               |   |   |   | 22.2              |  | 49.4  |   |  |   | (1.2 | ) |  | (5.3 | )
|Franchise fees                        |  |                                 | 2.4  |                   | 4.8                |   |   |   | 1.6               |  | 3.4   |   |  |   | 0.8  |   |  | 53.8 |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|                                      |  |                                 | 49.8 |                   | 100.0              |   |   |   | 45.0              |  | 100.0 |   |  |   | 4.8  |   |  | 10.6 |  
|Cost of services                      |  |                                 | 18.4 |                   | 37.0               |   |   |   | 14.7              |  | 32.6  |   |  |   | 3.7  |   |  | 25.5 |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|Gross profit                          |  |                                 | 31.4 |                   | 63.0               |   |   |   | 30.3              |  | 67.4  |   |  |   | 1.1  |   |  | 3.5  |  
|Operating and administrative expenses |  |                                 | 20.5 |                   | 41.2               |   |   |   | 20.1              |  | 44.8  |   |  |   | 0.4  |   |  | 1.7  |  
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  
|Operating profit                      |  | $                               | 10.9 |                   | 21.8               | % |   | $ | 10.2              |  | 22.6  | % |  | $ | 0.7  |   |  | 6.9  | %
|                                      |  |                                 |      |                   |                    |   |   |   |                   |  |       |   |  |   |      |   |  |      |  

For the nine months ended September 30, 2006, MRIs revenues of $49.8 million increased $4.8 million, or
10.6%, as compared to the same period in 2005, primarily attributable to:



| |  |  | Expanded efforts by management to support the pursuit of staffing services revenue by the franchisee offices, which resulted in an increase in revenue in the first nine months of
2006 of $5.2 million or 24.4%, as compared to the same period in the prior year.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in franchise fees in the first nine months of 2006 of $0.8 million, or 53.8%, primarily due to the increase in domestic franchise sales and the sale of the international
master franchise in April 2006.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The increase in MRIs revenues was partially offset by a decrease in permanent placement
and royalty revenue in the first nine months of 2006 of $1.2 million, or 5.3%, as compared to the first nine months of 2005, due primarily to:



| |  |  | The sale of an international master franchise in April 2006 and the related transfer of existing franchisees to the master franchisee resulting in lower royalties (offset by lower
operating expenses).
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Introduction of incentive-based rebates as an inducement to qualifying franchisees to grow their businesses and remain part of the MRI network.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Non-renewal of several domestic franchise operations.
| | - |  | -----------------------------------------------------



| |  |  | Slower growth by franchisees in specific geographic markets.
| | - |  | ------------------------------------------------------------

In the
first nine months of 2006, MRIs gross profit increased $1.1 million, or 3.5%, as compared to the first nine months of 2005. The increase in gross profit was primarily due to the revenue growth discussed above. Overall gross profit margin
decreased from 67.2% in the first nine months of 2005 to 63.0% in the first nine months of 2006. The decreases in overall gross profit margin for the nine months ended September 30, 2006 was primarily due to growth in lower margin staffing
services revenue and the decline in high margin royalty revenue.

For the first nine months of 2006, operating and administrative expenses increased $0.4
million, or 1.7%, as compared to the same period in the prior year. This increase was largely due to:



| |  |  | Sales commissions associated with the revenue growth in staffing services.
| | - |  | --------------------------------------------------------------------------



| |  |  | Variable costs directly related to increased franchise sales
| | - |  | ------------------------------------------------------------



| |  |  | Impairment charges of $0.6 million related to a decline in the fair value of an asset held for sale.
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | Severance charges of $0.4 million recorded in the third quarter of 2006.
| | - |  | ------------------------------------------------------------------------

This increase was partially offset by lower office staff and facility expenses associated with the sale of the international master franchise which was sold in April 2006 and the efforts of management to control
variable costs.

Corporate

Corporate expenses of $4.5
million were flat for the third quarter of 2006 as compared to the third quarter of 2005. Compliance spending related to Sarbanes-Oxley remained in line with 2005.



34



---

##### Table of Contents

During the first nine months of 2006, corporate expenses increased $1.4 million to $14.1 million as compared to the same
period in 2005. This increase in corporate expenses was primarily due to increased compliance spending in the first half of 2006 as well as higher legal fees.

Liquidity and Capital Resources

The following table summarizes the major captions from the
Companys Consolidated Statements of Cash Flows:



|                     |  |                                |      |   |      |   |       |  
|-------------------- |  | ------------------------------ | ---- | - | ---- | - | ----- | -
|                     |  | Nine months endedSeptember 30, |     
|(in millions)        |  | 2006                           |      |   | 2005 |  
|Operating Activities |  | $                              | 16.0 |   |      | $ | (5.0  | )
|Investing Activities |  |                                | (8.7 | ) |      |   | (13.5 | )
|Financing Activities |  |                                | (2.7 | ) |      |   | (1.3  | )

Operating Activities

During the first nine months of 2006, the Company generated cash from operating activities of $16.0 million compared to a net use of $5.0 million during the same period in 2005. Operating cash flow increased because net income was $6.0
million higher in 2006 than in 2005, there was a slower growth in accounts receivable and prepaid expenses amounting to $6.7 million in 2006 compared to 2005, accounts payable and accrued expenses grew by $12.2 million more in 2006 than in 2005,
offset by income taxes which consumed $4.4 million more cash in 2006 than in 2005.

Investing Activities

CDIs primary investing activities were for purchases of property and equipment. During the first nine months of 2006, capital expenditures totaled $8.8 million, as
compared to $12.2 million for the same period in the prior year. Capital expenditures for the first nine months of 2006 included capital spending for computer hardware and software to support the growth in engineering services in the P&I and
Aerospace verticals, development of new recruiting software to support BS, implementation of a new billing system for MRI, and implementation of a new billing and payroll system for Todays. Capital expenditures for the first nine months of 2005
included capital spending for a new billing and payroll system for Todays and increased office space to support the growth in engineering services in the P&I vertical. In 2005, in connection with a relocation agreement, the Company acquired the
principal residence of a MRI executive for $2.0 million. In addition, during the first quarter of 2005 the Company received $0.6 million from a sale of a non-operating corporate asset. Capital spending in 2006 is expected to be approximately $11.0
million.

Financing Activities

Net cash used in
financing activities increased by $1.4 million during the first nine months of 2006 as compared to the same period in 2005. Short-term borrowings made in the first half of 2006 were repaid during the third quarter of 2006 as cash flows from
operations were sufficient to meet the Companys liquidity needs. In 2005, the Company had net short-term bank borrowing inflows of $6.1 million to fund increased levels of working capital and purchases of property and equipment. The Company
received $2.6 million in proceeds from stock options exercised during the first nine months of 2006 as compared to $1.3 million received during the same period in 2005. The level of obligations not liquidated because of outstanding checks increased
by $3.0 million compared to the same period in 2005 principally due to timing of payments as indicated by the increase in accounts payable noted above.

The Company paid shareholders dividends totaling $6.6 million during 2006 as compared to $6.5 million during 2005. The declaration and payment of future dividends will be at the discretion of the Companys Board of Directors and will
depend upon many factors including the Companys earnings, financial condition and capital requirements.

Summary

The Companys financial condition continues to remain strong and its business model generates positive cash flow over the business cycle. However, periods of growth,
and to a lesser extent, seasonality, do impact working capital needs and cash flow. Management believes that the Companys current funds, funds generated from operations and funds available under



35



---

##### Table of Contents

its short-term debt facility will be sufficient to meet currently anticipated working capital and other capital
requirements. Should the Company require additional funds in the future, management believes that it will be able to obtain these funds at competitive rates.

Critical Accounting Policies and Estimates

The Companys interim financial statements were prepared in accordance with generally
accepted accounting principles, which require 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 reasonable and appropriate, actual results may be materially different than estimated. Other than as described below, the critical accounting estimates and
assumptions identified in the Companys 2005 Annual Report on Form 10-K filed on March 16, 2006 with the Securities and Exchange Commission have not materially changed.

Effective January 1, 2006, the Company adopted SFAS No. 123(R). Prior to the adoption of SFAS No. 123(R), the Company applied the provisions prescribed by Accounting Principles Board (APB)
Opinion No. 25, Accounting for Stock Issued to Employees, in accounting for its stock-based awards, and accordingly, recognized no compensation cost for stock options. Under the fair value recognition provisions of SFAS No. 123 (R),
stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period. Significant assumptions that enter into the
determination of fair value of the awards are stock price volatility, forfeitures, risk-free interest rate, and expected term of the award. Changes in these assumptions and estimates could materially affect future stock-based compensation expense.
The Company has applied the modified-prospective method, under which prior periods are not restated for comparative purposes. The valuation provisions of SFAS No. 123(R) apply to new grants and to grants that were outstanding as of the
effective date and are subsequently modified. Estimated compensation for grants that were outstanding as of the effective date is being recognized over the remaining service period. See Notes 1 and 6 to the accompanying Consolidated Financial
Statements for further information.

Recent Accounting Pronouncements

In June 2006, the Financial Accounting Standards Board (FASB) ratified the consensus reached by the Emerging Issues Task Force on Issue No. 06-3, How Taxes Collected from Customers and Remitted to
Governmental Authorities Should be Presented in the Income Statement (That Is, Gross versus Net Presentation). The scope of this consensus includes any tax assessed by a governmental authority that is directly imposed on a revenue-producing
transaction between a seller and a customer and may include, but is not limited to sales, use, value added and some excise taxes. Additionally, this consensus seeks to address how a company should address the reporting of such items in interim
and annual financial statements, either gross or net pursuant to APB Opinion No. 22, Disclosure of Accounting Policies. The Company is required to adopt this consensus starting in 2007. The Company anticipates that this
consensus will not have a material effect on its consolidated financial statements.

In July 2006, the FASB released FASB Interpretation No. 48,
Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement 109 (FIN 48). FIN 48 prescribes a model for the recognition and measurement of a tax position taken or expected to be taken in a tax return, and
provides guidance on derecognition, classification, interest and penalties, disclosure and transition. The Company is required to adopt this Interpretation in 2007. The Company is currently evaluating the effect that this Interpretation
will have on its consolidated financial statements.

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 Companys investment in the net assets related to these operations. From time to time, the Company engages in
hedging activities with respect to its foreign operations.

For the three-month period ended September 30, 2006, the Company recognized a loss of $0.4
million relating to contracts maturing on September 30, 2006 and recorded an unrealized gain of $0.3 million relating to contracts maturing subsequent to September 30, 2006. For the nine-month period ended September 30, 2006, the
Company has recorded cumulative realized losses of $0.6 million relating to contracts maturing on or before September 30, 2006 and has recorded an unrealized loss of $0.2 million relating to contracts maturing subsequent to September 30,
2006.

The Company estimates that at September 30, 2006, a uniform 10% weakening in the value of the U.S. dollar relative to the British pound and
Canadian dollar would have decreased the fair value of the outstanding forward contracts by $0.7 million, which is expected to be largely offset by a corresponding increase in foreign denominated earnings.



36



---

##### Table of Contents

The Companys direct exposure to interest rate changes is not significant. During the first nine months of 2006, the
Companys maximum short-term borrowings were $16.0 million. In 2006, the weighted average interest rate on short-term borrowings was 7.8%. As of September 30, 2006, the Company had no bank borrowings outstanding. The Companys
investments in money market instruments are primarily at variable rates.

Item 4. Controls and Procedures

The management of the Company, under the supervision and with the participation of the
Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of
September 30, 2006, the Companys disclosure controls and procedures were not effective for the reasons described below (relating to the previously-identified material weakness in internal control over financial reporting).

In connection with the evaluation described above, the Company identified no changes in its internal control over financial reporting that occurred during the quarter
ended September 30, 2006 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting, except that the Company has taken the remedial steps described below in connection with the
material weakness in internal control over financial reporting that existed as of December 31, 2005.

In compiling the Companys financial
results for the fourth quarter ended December 31, 2005, management identified a material weakness in the Companys internal control over financial reporting related to account analysis practices and procedures in its period-end financial
reporting process. Specifically, management identified circumstances in which certain customer accounts receivable balances within its Business Solutions segment were not being properly analyzed, resulting in an accumulation of accounting
errors that were not detected on a timely basis. The impact of the accounting errors resulted in an overstatement of accounts receivable in the 2003 and 2004 annual financial statements and financial statements for interim periods in 2005.
Management evaluated the quantitative and qualitative impact of the corrections, individually and in the aggregate, on previously reported periods, on the current fiscal year and on earnings trends. Based on that evaluation, management concluded
that the errors were not material to the Companys consolidated financial statements taken as a whole. These errors were corrected in the fourth quarter of 2005 and are more fully described in Note 2 to the Companys Consolidated Financial
Statements in the Companys Form 10-K for 2005.

The Company has developed and implemented new control processes and procedures over accounts
receivable within its Business Solutions segment to ensure that customer accounts are being analyzed properly and on a timely basis, all identified adjustments are approved and recorded on a timely basis, and all account balances are substantiated
by supporting detail. While the Company is implementing remediation plans, the aforementioned material weakness will not be considered remediated until the new internal controls operate for a sufficient period of time, are tested, and management
concludes that these controls are operating effectively. The Company expects to complete its internal control testing during the fourth quarter of 2006.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company was a party to an arbitration proceeding involving a dispute regarding amounts due
under a fixed-price contract with a customer. The arbitration hearing process commenced during the first quarter of 2006, and, on June 29, 2006, the arbitrator awarded a net amount of $1.9 million to the Company, which resulted in a $0.5
million charge to cost of sales in the BS segment. On July 11, 2006, the Company filed a motion with the court to release to the Company funds which had been placed in escrow with the court by the other party. On September 29, 2006, the
court ordered the funds to be released. On October 16, 2006, the Company received the funds.

In June 2006, the United Kingdoms Office of Fair
Trading (OFT) opened an investigation into alleged anti-competitive behavior by Anders and a number of its competitors in the U.K. construction recruitment industry. The allegations being investigated include, among others, the
competitors agreeing to minimum fees in their contracts with U.K. intermediary recruitment companies and declining to work with one particular U.K. intermediary recruitment company. Anders is cooperating with the OFT in the investigation under the
OFTs corporate leniency program. It is likely that the OFT will



37



---

##### Table of Contents

ultimately impose a fine on Anders. Although it is too early in the process to determine with any reliability the amount
or materiality of that fine, the fine could be material and this matter could have a material adverse effect on the Companys financial position and results of operations. The Company has not made any provision for any fine or other liabilities
relating to this matter in the Companys consolidated financial statements as of and for the periods ended September 30, 2006.

Item 1A. Risk Factors

Other than with respect to the risk factor described in the Companys Form 10-Q for the
quarterly period ended June 30, 2006, there have been no material changes from the risk factors disclosed in the Risk Factors section (Item 1A) of the Companys Annual Report on Form 10-K for the year ended December 31,
2005.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits



|     |  |                                                                                                                                                                                
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|     | 
|31.2 |  | 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.



38



---

##### Table of Contents

SIGNATURE

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 6, 2006 |  |           |  |                                   
|                 |  | By:       |  | /s/ Mark A. Kerschner             
|                 |  |           |  | Mark A. Kerschner                 
|                 |  |           |  | Executive Vice President and Chief
|                 |  |           |  | Financial Officer                 



39



---

##### Table of Contents

INDEX TO EXHIBITS



|       |  |                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                        
|31.1   |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|       | 
|31.2   |  | 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.



40