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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549



FORM 10-Q



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



For the quarterly period ended September 30, 2005



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 001-5519



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



Yes  x    No ̈



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



Yes  x    No ̈



Indicate
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
November 2, 2005 were:



|                                     |  |                  
|------------------------------------ |  | -----------------
|Common stock, $.10 par value         |  | 19,817,635 shares
|Class B common stock, $.10 par value |  | None             



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##### Table of Contents



CDI CORP.



Table of Contents



|                  |  |                       |  |                                                                                                                             |  |      
|----------------- |  | --------------------- |  | --------------------------------------------------------------------------------------------------------------------------- |  | -----
|Part I:           |  | FINANCIAL INFORMATION |  |                                                                                                                            
|                  |  |                       | 
|                  |  | Item 1.               |  | Consolidated Financial Statements                                                                                           |  |      
|                  |  |                       | 
|                  |  |                       |  | Consolidated Balance Sheets as of September 30, 2005 (unaudited) and December 31, 2004                                      |  | 2    
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Earnings for the three and nine months ended September 30, 2005 and 2004 (unaudited)             |  | 4    
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Shareholders Equity for the three and nine months ended September 30, 2005 and 2004 (unaudited) |  | 5    
|                  |  |                       | 
|                  |  |                       |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004 (unaudited)                     |  | 6    
|                  |  |                       | 
|                  |  |                       |  | Notes to Consolidated Financial Statements (unaudited)                                                                      |  | 7-13 
|                  |  |                       | 
|                  |  | Item 2.               |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                       |  | 14-21
|                  |  |                       | 
|                  |  | Item 3.               |  | Quantitative and Qualitative Disclosures about Market Risk                                                                  |  | 22   
|                  |  |                       | 
|                  |  | Item 4.               |  | Controls and Procedures                                                                                                     |  | 22-23
|                  |  |                      
|Part II:          |  | OTHER INFORMATION     |  |                                                                                                                            
|                  |  |                       | 
|                  |  | Item 6.               |  | Exhibits                                                                                                                    |  | 23   
|                  | 
|SIGNATURE         |  | 24                   
|                  | 
|INDEX TO EXHIBITS |  | 25                   



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##### Table of Contents

PART 1. FINANCIAL INFORMATION

Item 1

CDI CORP. and SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

(in thousands, except
share data)



|                                                                                                                     |  |                                |          |   |                  |         |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | -------- | - | ---------------- | ------- | -
|                                                                                                                     |  | September 30,2005 (unaudited ) |          |   | December 31,2004 |        
|                                                                                                                     |  |                                |          |   |                  |        
|Assets                                                                                                               |  |                                |          |   |                  |         |  
|Current assets:                                                                                                      |  |                                |          |   |                  |         |  
|Cash and cash equivalents                                                                                            |  | $                              | 12,284   |   |                  | 32,716  |  
|Accounts receivable, less allowance for doubtful accounts of $3,981 - September 30, 2005; $4,466 - December 31, 2004 |  |                                | 229,630  |   |                  | 192,145 |  
|Prepaid expenses and other assets                                                                                    |  |                                | 9,059    |   |                  | 6,558   |  
|Income taxes receivable                                                                                              |  |                                | 3,019    |   |                  | 6,363   |  
|Deferred income taxes                                                                                                |  |                                | 785      |   |                  | 4,846   |  
|                                                                                                                     |  |                                |          |   |                  |         |  
|Total current assets                                                                                                 |  |                                | 254,777  |   |                  | 242,628 |  
|Property and equipment, at cost:                                                                                     |  |                                |          |   |                  |         |  
|Computers and systems                                                                                                |  |                                | 96,924   |   |                  | 88,983  |  
|Equipment and furniture                                                                                              |  |                                | 28,804   |   |                  | 26,208  |  
|Leasehold improvements                                                                                               |  |                                | 11,791   |   |                  | 11,724  |  
|                                                                                                                     |  |                                |          |   |                  |         |  
|                                                                                                                     |  |                                | 137,519  |   |                  | 126,915 |  
|Accumulated depreciation                                                                                             |  |                                | (104,447 | ) |                  | (98,531 | )
|                                                                                                                     |  |                                |          |   |                  |         |  
|Property and equipment, net                                                                                          |  |                                | 33,072   |   |                  | 28,384  |  
|Deferred income taxes                                                                                                |  |                                | 9,878    |   |                  | 9,808   |  
|Goodwill                                                                                                             |  |                                | 71,755   |   |                  | 73,755  |  
|Other assets                                                                                                         |  |                                | 4,167    |   |                  | 4,444   |  
|                                                                                                                     |  |                                |          |   |                  |         |  
|Total assets                                                                                                         |  | $                              | 373,649  |   |                  | 359,019 |  
|                                                                                                                     |  |                                |          |   |                  |         |  



See accompanying notes
to consolidated financial statements.



2



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##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(unaudited)

(in thousands, except share data)



|                                                                                                                                                   |  |                               |         |   |                  |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------- | ------- | - | ---------------- | ------- | -
|                                                                                                                                                   |  | September 30,2005 (unaudited) |         |   | December 31,2004 |        
|                                                                                                                                                   |  |                               |         |   |                  |        
|Liabilities and Shareholders Equity                                                                                                               |  |                               |         |   |                  |         |  
|Current liabilities:                                                                                                                               |  |                               |         |   |                  |         |  
|Obligations not liquidated because of outstanding checks                                                                                           |  | $                             |        |   |                  | 2,135   |  
|Unsecured credit line                                                                                                                              |  |                               | 6,100   |   |                  |        |  
|Accounts payable                                                                                                                                   |  |                               | 18,835  |   |                  | 23,407  |  
|Withheld payroll taxes                                                                                                                             |  |                               | 2,213   |   |                  | 1,639   |  
|Accrued compensation and related expenses                                                                                                          |  |                               | 53,668  |   |                  | 39,439  |  
|Other accrued expenses and other liabilities                                                                                                       |  |                               | 12,822  |   |                  | 15,096  |  
|Income taxes payable                                                                                                                               |  |                               | 2,321   |   |                  | 1,907   |  
|                                                                                                                                                   |  |                               |         |   |                  |         |  
|Total current liabilities                                                                                                                          |  |                               | 95,959  |   |                  | 83,623  |  
|Deferred compensation                                                                                                                              |  |                               | 6,853   |   |                  | 8,206   |  
|                                                                                                                                                   |  |                               |         |   |                  |         |  
|Total liabilities                                                                                                                                  |  |                               | 102,812 |   |                  | 91,829  |  
|                                                                                                                                                   |  |                               |         |   |                  |         |  
|Commitments and Contingencies (note 11)                                                                                                            |  |                               |         |   |                  |         |  
|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 20,767,506 shares - September 30, 2005; 20,668,401 shares - December 31,
2004 |  |                               | 2,077   |   |                  | 2,067   |  
|Class B common stock, $.10 par value - authorized 3,174,891 shares; none issued                                                                    |  |                               |        |   |                  |        |  
|Additional paid-in-capital                                                                                                                         |  |                               | 34,252  |   |                  | 31,687  |  
|Retained earnings                                                                                                                                  |  |                               | 249,395 |   |                  | 245,425 |  
|Accumulated other comprehensive income                                                                                                             |  |                               | 7,562   |   |                  | 10,559  |  
|Unamortized value of restricted stock issued                                                                                                       |  |                               | (65     | ) |                  | (228    | )
|Less common stock in treasury, at cost - 966,934 shares - September 30, 2005 and 964,434 shares - December 31, 2004                                |  |                               | (22,384 | ) |                  | (22,320 | )
|                                                                                                                                                   |  |                               |         |   |                  |         |  
|Total shareholders equity                                                                                                                         |  |                               | 270,837 |   |                  | 267,190 |  
|                                                                                                                                                   |  |                               |         |   |                  |         |  
|Total liabilities and shareholders equity                                                                                                         |  | $                             | 373,649 |   |                  | 359,019 |  
|                                                                                                                                                   |  |                               |         |   |                  |         |  



See accompanying notes
to consolidated financial statements.



3



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##### 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, |        
|                                      |  | 2005                            |         | 2004                           |         | 2005 |         |   | 2004          |        
|                                      |  |                                 |         | (As Restated)                  |         |      |         |   | (As Restated) |        
|Revenues                              |  | $                               | 290,530 |                                | 263,152 |      | 842,860 |   |               | 783,978 |  
|Cost of services                      |  |                                 | 222,395 |                                | 200,928 |      | 647,694 |   |               | 597,663 |  
|                                      |  |                                 |         |                                |         |      |         |   |               |         |  
|Gross profit                          |  |                                 | 68,135  |                                | 62,224  |      | 195,166 |   |               | 186,315 |  
|Operating and administrative expenses |  |                                 | 61,207  |                                | 59,544  |      | 178,852 |   |               | 171,029 |  
|Gain on sale of assets                |  |                                 |        |                                |        |      | (420    | ) |               | (1,295  | )
|                                      |  |                                 |         |                                |         |      |         |   |               |         |  
|Operating profit                      |  |                                 | 6,928   |                                | 2,680   |      | 16,734  |   |               | 16,581  |  
|Interest income, net and other        |  |                                 | 45      |                                | 39      |      | 291     |   |               | 443     |  
|                                      |  |                                 |         |                                |         |      |         |   |               |         |  
|Earnings before income taxes          |  |                                 | 6,973   |                                | 2,719   |      | 17,025  |   |               | 17,024  |  
|Income tax expense                    |  |                                 | 2,800   |                                | 1,012   |      | 6,540   |   |               | 5,825   |  
|                                      |  |                                 |         |                                |         |      |         |   |               |         |  
|Net earnings                          |  | $                               | 4,173   |                                | 1,707   |      | 10,485  |   |               | 11,199  |  
|                                      |  |                                 |         |                                |         |      |         |   |               |         |  
|Basic earnings per share              |  | $                               | 0.21    |                                | 0.09    |      | 0.53    |   |               | 0.57    |  
|Diluted earnings per share            |  | $                               | 0.21    |                                | 0.08    |      | 0.53    |   |               | 0.56    |  



See accompanying notes
to consolidated financial statements.



4



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CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Shareholders Equity

(unaudited)

(in thousands)



|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|-------------------------------------------- |  | ------------------------------- | ------- | - | ------------------------------ | ------- | - | ---- | ------- | - | ------------- | ------- | -
|                                             |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |        
|                                             |  | 2005                            |         |   | 2004                           |         |   | 2005 |         |   | 2004          |        
|                                             |  |                                 |         |   | (As Restated)                  |         |   |      |         |   | (As Restated) |        
|Common stock                                 |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | 2,072   |   |                                | 2,066   |   |      | 2,067   |   |               | 2,054   |  
|Exercise of stock options                    |  |                                 | 5       |   |                                |        |   |      | 6       |   |               | 10      |  
|Stock purchase plan                          |  |                                 |        |   |                                |        |   |      | 4       |   |               | 2       |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  |                                 | 2,077   |   |                                | 2,066   |   |      | 2,077   |   |               | 2,066   |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Additional paid-in-capital                   |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | 32,912  |   |                                | 31,501  |   |      | 31,687  |   |               | 28,205  |  
|Exercise of stock options                    |  |                                 | 998     |   |                                | 64      |   |      | 1,247   |   |               | 2,606   |  
|Restricted stock-change in value             |  |                                 |        |   |                                | (7      | ) |      |        |   |               | (8      | )
|Stock purchase plan                          |  |                                 | 65      |   |                                |        |   |      | 941     |   |               | 335     |  
|Deferred stock based compensation            |  |                                 | 285     |   |                                |        |   |      | 377     |   |               |        |  
|Tax benefit from stock plans                 |  |                                 | (8      | ) |                                | 9       |   |      |        |   |               | 429     |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | 34,252  |   |                                | 31,567  |   |      | 34,252  |   |               | 31,567  |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Retained earnings                            |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | 247,397 |   |                                | 291,124 |   |      | 245,425 |   |               | 285,164 |  
|Net earnings                                 |  |                                 | 4,173   |   |                                | 1,707   |   |      | 10,485  |   |               | 11,199  |  
|Dividends paid to shareholders               |  |                                 | (2,175  | ) |                                | (41,567 | ) |      | (6,515  | ) |               | (45,099 | )
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | 249,395 |   |                                | 251,264 |   |      | 249,395 |   |               | 251,264 |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Accumulated other comprehensive income       |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | 8,495   |   |                                | 7,438   |   |      | 10,559  |   |               | 6,829   |  
|Translation adjustment                       |  |                                 | (933    | ) |                                | (478    | ) |      | (2,997  | ) |               | 194     |  
|Realized loss on investments                 |  |                                 |        |   |                                | 63      |   |      |        |   |               |        |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | 7,562   |   |                                | 7,023   |   |      | 7,562   |   |               | 7,023   |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Unamortized value of restricted stock issued |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | (98     | ) |                                | (408    | ) |      | (228    | ) |               | (544    | )
|Restricted stock-forfeiture                  |  |                                 |        |   |                                |        |   |      | 64      |   |               | 13      |  
|Restricted stock-change in value             |  |                                 |        |   |                                | 7       |   |      |        |   |               | 8       |  
|Restricted stock-amortization                |  |                                 | 33      |   |                                | 61      |   |      | 99      |   |               | 183     |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | (65     | ) |                                | (340    | ) |      | (65     | ) |               | (340    | )
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Treasury stock                               |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Beginning of period                          |  | $                               | (22,384 | ) |                                | (22,310 | ) |      | (22,320 | ) |               | (22,297 | )
|Restricted stock-forfeiture                  |  |                                 |        |   |                                |        |   |      | (64     | ) |               | (13     | )
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | (22,384 | ) |                                | (22,310 | ) |      | (22,384 | ) |               | (22,310 | )
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Comprehensive income                         |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|Net earnings                                 |  | $                               | 4,173   |   |                                | 1,707   |   |      | 10,485  |   |               | 11,199  |  
|Translation adjustment                       |  |                                 | (933    | ) |                                | (478    | ) |      | (2,997  | ) |               | 194     |  
|Realized loss on investments                 |  |                                 |        |   |                                | 63      |   |      |        |   |               |        |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  
|End of period                                |  | $                               | 3,240   |   |                                | 1,292   |   |      | 7,488   |   |               | 11,393  |  
|                                             |  |                                 |         |   |                                |         |   |      |         |   |               |         |  



See accompanying notes
to consolidated financial statements.



5



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##### Table of Contents

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(unaudited)

(in thousands)



|                                                                                          |  |                                |         |   |               |         |  
|----------------------------------------------------------------------------------------- |  | ------------------------------ | ------- | - | ------------- | ------- | -
|                                                                                          |  | Nine months endedSeptember 30, |        
|                                                                                          |  | 2005                           |         |   | 2004          |        
|                                                                                          |  |                                |         |   | (As Restated) |        
|Operating activities:                                                                     |  |                                |         |   |               |         |  
|Net earnings                                                                              |  | $                              | 10,485  |   |               | 11,199  |  
|Adjustments to reconcile net earnings to cash (used in) provided by operating activities: |  |                                |         |   |               |         |  
|Depreciation                                                                              |  |                                | 7,610   |   |               | 7,250   |  
|Deferred income taxes                                                                     |  |                                | 4,008   |   |               | 1,994   |  
|Tax benefit from equity compensation plans                                                |  |                                |        |   |               | 429     |  
|Gain on sale of assets                                                                    |  |                                | (420    | ) |               | (1,295  | )
|Changes in operating assets and liabilities:                                              |  |                                |         |   |               |         |  
|Accounts receivable, net                                                                  |  |                                | (39,346 | ) |               | (2,998  | )
|Prepaid expenses                                                                          |  |                                | 878     |   |               | 475     |  
|Accounts payable                                                                          |  |                                | (4,539  | ) |               | (2,476  | )
|Accrued expenses and other current liabilities                                            |  |                                | 12,121  |   |               | (3,875  | )
|Income taxes                                                                              |  |                                | 3,825   |   |               | (593    | )
|Other assets, non-current liabilities and other                                           |  |                                | 331     |   |               | 609     |  
|                                                                                          |  |                                |         |   |               |         |  
|Net cash (used in) provided by operating activities                                       |  |                                | (5,047  | ) |               | 10,719  |  
|                                                                                          |  |                                |         |   |               |         |  
|Investing activities:                                                                     |  |                                |         |   |               |         |  
|Additions to property and equipment                                                       |  |                                | (12,195 | ) |               | (5,054  | )
|Purchase of residential property held for sale (note 12)                                  |  |                                | (2,000  | ) |               |        |  
|Sale and maturities of short-term investments, net                                        |  |                                |        |   |               | 22,606  |  
|Proceeds from sale of assets                                                              |  |                                | 644     |   |               | 2,162   |  
|Other                                                                                     |  |                                | 79      |   |               | 144     |  
|                                                                                          |  |                                |         |   |               |         |  
|Net cash (used in) provided by investing activities                                       |  |                                | (13,472 | ) |               | 19,858  |  
|                                                                                          |  |                                |         |   |               |         |  
|Financing activities:                                                                     |  |                                |         |   |               |         |  
|Dividends paid to shareholders                                                            |  |                                | (6,515  | ) |               | (45,099 | )
|Net borrowings under unsecured credit line                                                |  |                                | 6,100   |   |               |        |  
|Obligations not liquidated because of outstanding checks                                  |  |                                | (2,135  | ) |               | (4,258  | )
|Proceeds from exercises of employee stock options                                         |  |                                | 1,253   |   |               | 2,616   |  
|                                                                                          |  |                                |         |   |               |         |  
|Net cash used in financing activities                                                     |  |                                | (1,297  | ) |               | (46,741 | )
|                                                                                          |  |                                |         |   |               |         |  
|Effect of exchange rate changes on cash                                                   |  |                                | (616    | ) |               | 62      |  
|                                                                                          |  |                                |         |   |               |         |  
|Net decrease in cash and cash equivalents                                                 |  |                                | (20,432 | ) |               | (16,102 | )
|                                                                                          |  |                                |         |   |               |         |  
|Cash and cash equivalents at beginning of period                                          |  |                                | 32,716  |   |               | 50,290  |  
|                                                                                          |  |                                |         |   |               |         |  
|Cash and cash equivalents at end of period                                                |  | $                              | 12,284  |   |               | 34,188  |  
|                                                                                          |  |                                |         |   |               |         |  
|Supplemental disclosure of cash flow information:                                         |  |                                |         |   |               |         |  
|Cash paid for interest                                                                    |  | $                              | 25      |   |               |        |  
|Cash (received) paid for income taxes, net                                                |  |                                | (2,218  | ) |               | 3,257   |  



See accompanying notes
to consolidated financial statements.



6



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##### 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, 2004 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 (SEC) 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, 2004 reported in Form 10-K, filed March 31, 2005. Certain information
and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.



The consolidated financial statements for the unaudited interim periods presented include all
adjustments (consisting of only normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods.



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, 2005 are not necessarily indicative of results that may be expected for the full year or any portion thereof.



|2. | Restatement of Financial Statements
|-- | -----------------------------------



As discussed in the Companys Form 10-K for 2004, the Company has restated its consolidated financial statements for 2003 and for the first three quarters of 2004.
All applicable financial information contained in this Form 10-Q gives effect to these restatements. Accordingly, the consolidated financial statements of the Company for these periods and the segment data for the Business Solutions segment for
these periods (which was the only segment affected by the restatement) included in filings prior to the filing of the Companys Form 10-K for 2004 with the Securities and Exchange Commission should no longer be relied upon.



The Companys Form 10-K for 2004 filed with the SEC on March 31, 2005 contains
restated information for all of the above periods to which the restatement applies and other information relating to the restatement in the Form 10-K Item 6 Selected Financial Data, Item 7 Managements Discussion and Analysis
of Financial Condition and Results of Operations  Restatement of Financial Statements, Note 2 of the Notes to Consolidated Financial Statements and Quarterly Results (Unaudited) Supplementary Data included in Item 8, and Item 9A,
Controls and Procedures.



The net effect of all of the restatement
adjustments for the three and nine months ended September 30, 2004 was to decrease the Companys pre-tax earnings by $0.9 million and $2.0 million, respectively, from that previously reported for such periods. The Companys
consolidated statements of cash flows and shareholders equity included herein have been restated to reflect the reclassification of changes in assets and liabilities during the periods discussed above.



|3. | New Accounting Pronouncements
|-- | -----------------------------



In December 2004, the Financial Accounting Standards Board (FASB) issued its final standard on accounting for share-based payments, Statement of Financial
Accounting Standards (SFAS) 123 (Revised 2004), Share-Based Payment(SFAS 123R). SFAS 123R requires companies to expense the fair value of employee stock options and other similar awards. When measuring the
fair value of these awards, companies can choose from two different pricing models that reflect their specific circumstances and the economics of their transactions. The Company is in the process of selecting one of three transition methods
available under SFAS 123R. Accordingly, the Company has not yet determined the impact on its consolidated financial statements of adopting SFAS 123R. In April 2005, the SEC adopted a new rule which delayed the date for compliance with SFAS 123R. The
new effective date for the Company is January 1, 2006.



7



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##### Table of Contents

In May, 2005, the FASB issued SFAS 154, Accounting for Changes and Error Corrections, a replacement of APB
Opinion No. 20, Accounting Changes, and FASB No. 3, Reporting Accounting Changes in Interim Financial Statements. Accounting Principles Board (APB) 20 required the cumulative effect of a change in
accounting principle to be included in net income of the period of the change. SFAS 154 requires a change in accounting principle to be retrospectively applied to prior period financial statements. The Company will assess the impact of SFAS
No. 154 when and if a change in accounting principle occurs after its effective date of January 1, 2006.



|4. | Goodwill
|-- | --------



In accordance with SFAS 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 useful life over which cash flows will occur, and determination of our 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, particularly the Todays segment which has had declines in revenue and operating profitability in recent years. The Company conducted its annual goodwill impairment test as of
July 1, 2005 and identified no impairments.



The following table
summarized the changes in the Companys carrying value of goodwill by reportable segment from December 31, 2004 to September 30, 2005:



|                   |  |                            |        |                        |        |   |                             |       
|------------------ |  | -------------------------- | ------ | ---------------------- | ------ | - | --------------------------- | ------
|                   |  | Balance atDecember 31,2004 |        | TranslationAdjustments |        |   | Balance atSeptember 30,2005
|Business Solutions |  | $                          | 16,662 |                        |       |   |                             | 16,662
|AndersElite        |  |                            | 23,438 |                        | (1,779 | ) |                             | 21,659
|Todays             |  |                            | 23,524 |                        |       |   |                             | 23,524
|MRI                |  |                            | 10,131 |                        | (221   | ) |                             | 9,910 
|                   |  |                            |        |                        |        |   |                             |       
|                   |  | $                          | 73,755 |                        | (2,000 | ) |                             | 71,755
|                   |  |                            |        |                        |        |   |                             |       



|5. | Short-term Borrowings
|-- | ---------------------



Short-term borrowings as of September 30, 2005 and December 31, 2004 were as follows:



|                      |  |                   |       |                  |  
|--------------------- |  | ----------------- | ----- | ---------------- | -
|                      |  | September 30,2005 |       | December 31,2004
|Unsecured credit line |  | $                 | 6,100 |                  | 
|                      |  |                   |       |                  |  



On November 16, 2004, the Company
entered into an uncommitted, unsecured line of credit which provides for borrowings of up to $20 million for short-term working capital needs. When entered into, the facility had a maturity date of November 15, 2005. Interest on outstanding
borrowing 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 0.60%. The interest rate on outstanding borrowings at September 30, 2005 was 6.75%.



On October 27, 2005, the short-term credit facility was amended to allow
for borrowing of up to $25 million and the maturity date was extended to February 28, 2006.



8



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##### Table of Contents

|7. | Restructuring
|-- | -------------



There were no restructuring charges during the first nine months of 2004 and 2005.



The table presented below shows the current year activity related to previous restructurings from a balance sheet perspective:



|                  |  |                                |     |                  |      |   |                                 |    
|----------------- |  | ------------------------------ | --- | ---------------- | ---- | - | ------------------------------- | ---
|                  |  | Net Accrual atDecember 31,2004 |     | CashExpenditures |      |   | Net Accrual atSeptember 30,2005
|Severance         |  | $                              | 42  |                  | (42  | ) |                                 |   
|Lease obligations |  |                                | 352 |                  | (242 | ) |                                 | 110
|                  |  |                                |     |                  |      |   |                                 |    
|                  |  | $                              | 394 |                  | (284 | ) |                                 | 110
|                  |  |                                |     |                  |      |   |                                 |    



The remaining liability for operating
leases will be substantially paid by the end of 2006. The liability is included in Other accrued expenses and other liabilities in the accompanying consolidated balance sheets.



|8. | 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 during the second and fourth quarters of 2004, 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. Real estate exit costs recorded in the second quarter of 2004 were $0.8 million for the Business Solutions
segment and $0.2 million for the MRI segment. The remaining $1.9 million of the real estate exit costs related to MRI and was recorded in the fourth quarter of 2004.



In the third quarter of 2005, management recorded an additional expense of $0.5 million for operating lease terminations, of which $0.2
million was charged to the Business Solutions segment and $0.3 million was charged to the MRI segment. The expense for Business Solutions was caused by a longer than expected timeframe to sublease the previously vacated properties. MRI recorded an
additional expense due to ongoing delays in subletting the previously vacated office space.



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, 2003               |  | $                 |     |   |     |      |   |        |       |  
|Charges for real estate exit costs            |  |                   | 834  |   |     | 2,064 |   |        | 2,898  |  
|Payments/ reduction of assets                 |  |                   | (596 | ) |     | (682  | ) |        | (1,278 | )
|                                              |  |                   |      |   |     |       |   |        |        |  
|Balance as of December 31, 2004               |  | $                 | 238  |   |     | 1,382 |   |        | 1,620  |  
|Additional charges for real estate exit costs |  |                   | 165  |   |     | 353   |   |        | 518    |  
|Payments                                      |  |                   | (336 | ) |     | (397  | ) |        | (733   | )
|                                              |  |                   |      |   |     |       |   |        |        |  
|Balance as of September 30, 2005              |  | $                 | 67   |   |     | 1,338 |   |        | 1,405  |  
|                                              |  |                   |      |   |     |       |   |        |        |  



9



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##### Table of Contents

The future payments related to the above lease obligations are expected to extend through 2006 for the Business Solutions
segment and 2011 for the MRI segment. The accrual for real estate exit costs is included in Other accrued expenses and other liabilities in the accompanying consolidated balance sheets.



|9. | 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 months ended September 30, 2005 and 2004 was determined as follows:



|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|------------------------------------------------------------------ |  | ------------------------------- | - |  | ------------------------------ | - |  | ---------- | - |  | ---------- | -
|                                                                   |  | Three months endedSeptember 30, |   |  | Nine months endedSeptember 30, |  
|                                                                   |  | 2005                            |   |  | 2004                           |   |  | 2005       |   |  | 2004       |  
|Basic                                                              |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Average shares outstanding                                         |  | 19,775,854                      |   |  | 19,699,470                     |   |  | 19,736,130 |   |  | 19,646,233 |  
|Restricted shares issued not vested                                |  | (11,800                         | ) |  | (30,900                        | ) |  | (14,300    | ) |  | (31,025    | )
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|                                                                   |  | 19,764,054                      |   |  | 19,668,570                     |   |  | 19,721,830 |   |  | 19,615,208 |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Diluted                                                            |  |                                 |   |  |                                |   |  |            |   |  |            |  
|Shares used for basic calculation                                  |  | 19,764,054                      |   |  | 19,668,570                     |   |  | 19,721,830 |   |  | 19,615,208 |  
|Dilutive effect of shares / units granted under Omnibus Stock Plan |  | 128,093                         |   |  | 204,377                        |   |  | 89,734     |   |  | 288,460    |  
|Dilutive effect of units issuable under Stock Purchase Plan        |  | 79,986                          |   |  | 101,840                        |   |  | 95,565     |   |  | 100,032    |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  
|                                                                   |  | 19,972,133                      |   |  | 19,974,787                     |   |  | 19,907,129 |   |  | 20,003,700 |  
|                                                                   |  |                                 |   |  |                                |   |  |            |   |  |            |  



|10. | Stock Based Plans
|--- | -----------------



The Company uses the intrinsic value method of accounting for stock options and other forms of stock-based compensation granted to employees and directors, in accordance with APB 25 (APB 25),
Accounting for Stock Issued to Employees. No compensation cost has been recognized for grants of stock options because option exercise prices are not less than the fair market value of the underlying common stock at dates of
grant. Compensation cost has been recognized for stock appreciation rights, restricted stock, time-based deferred stock and for units granted under the Companys Stock Purchase Plan. The amounts of compensation costs recorded during the three
months ended September 30, 2005 and 2004 were $0.4 million and $0.3 million, respectively; and the amounts of compensation costs recorded for the nine months ended September 30, 2005 and 2004 were $0.8 million and $0.7 million,
respectively.



On August 1, 2005, the Company and Roger H. Ballou (the
Companys President and Chief Executive Officer) agreed on the terms of a new employment agreement. Mr. Ballous existing employment agreement expired on September 30, 2005. The new agreement extended the term of Mr. Ballous
employment to September 30, 2008. In addition to base salary and cash bonuses, Mr. Ballou could receive up to 80,000 stock options and up to 35,000 shares of restricted stock over the term of his employment agreement it various performance criteria
are satisfied and if he remains employed by the Company.



In December 2002, the
FASB issued SFAS 148 Accounting for Stock-Based CompensationTransition and Disclosurean amendment of FASB Statement No. 123. The Company has elected to continue with its current practice of applying the
recognition and measurement principles of APB 25. The Company has adopted the disclosure requirements of SFAS 148.



10



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##### Table of Contents

SFAS No. 123, Accounting for Stock Based Compensation, uses a fair value based method of
accounting for stock-based compensation. The following table reflects the pro-forma effect on net earnings and earnings per share for the three and nine months ended September 30, 2005 and 2004 as if the Company had adopted the fair value
recognition provisions of SFAS No. 123:



|                                                                                                            |  |                                 |       |   |                                |       |   |      |   |        |               |  |        |  
|----------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | ----- | - | ---- | - | ------ | ------------- |  | ------ | -
|                                                                                                            |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |      
|                                                                                                            |  | 2005                            |       |   | 2004                           |       |   | 2005 |   |        | 2004          | 
|                                                                                                            |  |                                 |       |   | (As Restated)                  |       |   |      |   |        | (As Restated) | 
|Net income, as reported                                                                                     |  | $                               | 4,173 |   |                                | 1,707 |   |      | $ | 10,485 |               |  | 11,199 |  
|Stock-based employee and director compensation cost included in reported earnings, net of income tax effect |  |                                 | 251   |   |                                | 175   |   |      |   | 470    |               |  | 426    |  
|Stock-based employee and director compensation cost under fair value-based method, net of income tax effect |  |                                 | (305  | ) |                                | (509  | ) |      |   | (687   | )             |  | (1,502 | )
|                                                                                                            |  |                                 |       |   |                                |       |   |      |   |        |               |  |        |  
|Pro forma net income                                                                                        |  | $                               | 4,119 |   |                                | 1,373 |   |      | $ | 10,268 |               |  | 10,123 |  
|                                                                                                            |  |                                 |       |   |                                |       |   |      |   |        |               |  |        |  
|Net earnings per share:                                                                                     |  |                                 |       |   |                                |       |   |      |   |        |               |  |        |  
|Basic  as reported                                                                                         |  | $                               | 0.21  |   |                                | 0.09  |   |      | $ | 0.53   |               |  | 0.57   |  
|Basic  pro forma                                                                                           |  |                                 | 0.21  |   |                                | 0.07  |   |      |   | 0.52   |               |  | 0.52   |  
|Diluted  as reported                                                                                       |  | $                               | 0.21  |   |                                | 0.08  |   |      | $ | 0.53   |               |  | 0.56   |  
|Diluted  pro forma                                                                                         |  |                                 | 0.21  |   |                                | 0.07  |   |      |   | 0.52   |               |  | 0.51   |  



|11. | Commitments and Contingencies
|--- | -----------------------------



In accordance with Statement of Position 81-1, Accounting for Performance of Construction-Type and Certain Production-Type Contracts, the Company has
included in accounts receivable unpriced change orders of $0.1 million and $1.7 million at September 30, 2005 and December, 31, 2004, respectively, reflecting the anticipated recovery of costs incurred on contracts for which the change orders
have not yet been approved by customers. During the second quarter of 2005, the Company negotiated a tentative settlement with respect to one of the outstanding claims for an amount less than the amount recorded. As a result, the Company recorded in
the second quarter of 2005 a reserve of $0.3 million against the related accounts receivable although a settlement agreement has not yet been signed. During the nine months ended September 30, 2005, the Company collected $3.2 million related to
these unpriced change orders. Management believes that it is probable that the remaining net claim will be collectible from the customer.



A summary of activity recorded on these unpriced change orders is as follows:



|                              |       |                             |       |          |      |   |             |        |   |                                |   
|----------------------------- | ----- | --------------------------- | ----- | -------- | ---- | - | ----------- | ------ | - | ------------------------------ | --
|Balance as ofDecember 31,2004 |       | Additionalrevenuerecognized |       | Reserved |      |   | Collections |        |   | Balance as ofSeptember 30,2005
|$                             | 1,700 |                             | 1,970 |          | (340 | ) |             | (3,240 | ) |                                | 90
|                              |       |                             |       |          |      |   |             |        |   |                                |   



The Company has litigation and other
claims pending which have arisen in the ordinary course of business. The Company is a party to two arbitration proceedings involving disputes regarding amounts due under two separate fixed-price contracts with customers. The amounts claimed by the
Company total $6.9 million, a portion of which has been recorded in accounts receivable as of September 30, 2005. Backcharge amounts claimed by the customers total approximately $10.0 million, none of which has been reserved as a liability.
While management anticipates a favorable resolution of these disputes, a favorable resolution cannot be assured, and an unfavorable resolution could be material to the Companys consolidated financial statements. As noted above, the Company has
a tentative settlement negotiated but has not yet signed a final settlement with respect to one of these customer disputes.



|12. | 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 beneficial ownership of
the executives former principal residence was transferred to the Company for $2.0 million. The property has a fair value of $3.2 million with an outstanding mortgage of $1.4 million.



11



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##### Table of Contents

During the third quarter of 2005, expenses of $0.3 million were incurred in connection with this transaction in the MRI segment. The Company has engaged a
third party to sell the property and expects to sell the property in the next twelve months. The Company follows the provisions of SFAS No. 144, Accounting for Impairment or Disposal of Long-Lived Assets, and has classified the asset and
the liability separately. The asset of $3.2 million and the mortgage payable of $1.4 million are presented in the consolidated balance sheet at September 30, 2005 in Prepaid expenses and other assets and Other accrued expenses
and other liabilities, respectively. The fair value of the asset is included in MRI for segment reporting purposes (see note 14).



|13. | Sale of Assets
|--- | --------------



During March 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.



During June 2004, the Company recorded a pre-tax gain of $1.3 million in connection
with a sale of certain assets and liabilities of its MRI segment. Under the terms of the sale agreement dated June 30, 2003, the Company received a $0.5 million non-refundable payment and a non-recourse note with a face value of
$2.2 million. Since a substantial portion of the sales price received was in the form of a non-recourse note secured only by the business sold, and completion of the sale was contingent upon the buyer obtaining independent third-party financing
for the remaining purchase price, the Company did not record this transaction as a sale until the buyer obtained third party funding. The buyer obtained such third party funding in June 2004 and paid the Company $2.2 million. The book
value of the net assets relating to this sale was $1.4 million.



|14. | 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 the following five key verticals:



| |  |  | CDI Information Technology Services (IT Services)  provides IT staffing and IT outsourcing solutions to a broad range of primarily service-based industries.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  |  | CDI Aerospace (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 (GS)  provides engineering, design, and logistics services to the defense industry.
| | - |  | --------------------------------------------------------------------------------------------------------------



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



BS also provides services to businesses in the automotive and financial services industries.



Anders is a leading United Kingdom firm specializing in providing 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, permanent placement, and managed staffing services for customers seeking office administrative, legal professionals, and financial staff.



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



12



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##### Table of Contents

Segment data is presented in the following tables:



|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|------------------------------ |  | ------------------------------- | ------- | - | ------------------------------ | ------- | - | ---- | - | ------- | ------------- |  | ------- | -
|                               |  | Three months endedSeptember 30, |         |   | Nine months endedSeptember 30, |        
|                               |  | 2005                            |         |   | 2004                           |         |   | 2005 |   |         | 2004          | 
|                               |  |                                 |         |   | (As Restated)                  |         |   |      |   |         | (As Restated) | 
|Revenues:                      |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|BS                             |  | $                               | 187,518 |   |                                | 176,833 |   |      | $ | 551,023 |               |  | 528,919 |  
|Anders                         |  |                                 | 48,933  |   |                                | 43,052  |   |      |   | 137,438 |               |  | 122,954 |  
|Todays                         |  |                                 | 38,418  |   |                                | 29,131  |   |      |   | 109,420 |               |  | 90,255  |  
|MRI                            |  |                                 | 15,661  |   |                                | 14,136  |   |      |   | 44,979  |               |  | 41,850  |  
|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|                               |  | $                               | 290,530 |   |                                | 263,152 |   |      | $ | 842,860 |               |  | 783,978 |  
|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|Earnings before income taxes:  |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|Operating profit:              |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|BS                             |  | $                               | 5,002   |   |                                | 3,489   |   |      | $ | 12,091  |               |  | 14,412  |  
|Anders                         |  |                                 | 2,583   |   |                                | 687     |   |      |   | 5,439   |               |  | 3,056   |  
|Todays                         |  |                                 | 1,237   |   |                                | 440     |   |      |   | 1,892   |               |  | 1,730   |  
|MRI                            |  |                                 | 2,564   |   |                                | 2,719   |   |      |   | 9,583   |               |  | 7,543   |  
|Gain on sale of assets         |  |                                 |        |   |                                |        |   |      |   | 420     |               |  | 1,295   |  
|Corporate expenses             |  |                                 | (4,458  | ) |                                | (4,655  | ) |      |   | (12,691 | )             |  | (11,455 | )
|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|                               |  |                                 | 6,928   |   |                                | 2,680   |   |      |   | 16,734  |               |  | 16,581  |  
|Interest income, net and other |  |                                 | 45      |   |                                | 39      |   |      |   | 291     |               |  | 443     |  
|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  
|                               |  | $                               | 6,973   |   |                                | 2,719   |   |      | $ | 17,025  |               |  | 17,024  |  
|                               |  |                                 |         |   |                                |         |   |      |   |         |               |  |         |  



|          |  |                   |         |                  |        
|--------- |  | ----------------- | ------- | ---------------- | -------
|          |  | September 30,2005 |         | December 31,2004
|Assets:   |  |                   |         |                  |        
|BS        |  | $                 | 215,915 |                  | 194,424
|Anders    |  |                   | 62,420  |                  | 57,540 
|Todays    |  |                   | 48,745  |                  | 44,865 
|MRI       |  |                   | 33,938  |                  | 28,428 
|Corporate |  |                   | 12,631  |                  | 33,762 
|          |  |                   |         |                  |        
|          |  | $                 | 373,649 |                  | 359,019
|          |  |                   |         |                  |        



Inter-segment activity is not
significant. Revenues reported for each reporting segment are substantially all from external customers.



|15. | Subsequent Event
|--- | ----------------



On October 27, 2005, the Company declared a quarterly dividend of $0.11 per share to all shareholders of record as of November 9, 2005. The dividend will be paid on November 23, 2005. As of
November 2, 2005, there were 19,817,635 shares outstanding.



13



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##### Table of Contents

Item 2.



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



Forward-looking Information



Certain information in
this report, including Managements Discussion and Analysis of Financial Condition and Results of Operations, contains forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934. Certain forward-looking statements can be identified by the use of forward-looking terminology such as, believes, expects, may, will, should,
could, seeks, approximately, hopes, intends, plans, estimates, or anticipates or the negative thereof or other comparable terminology, or by discussions
of strategy, plans or intentions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include risks and uncertainties such as the effects
of and changes in general economic conditions and capital spending by customers, competitive market pressures, material changes in demand from larger customers, availability of labor, the Companys performance on contracts and the outcome of
contracts in dispute, changes in customers attitudes toward outsourcing, government policies or judicial decisions adverse to the staffing industry, and other uncertainties set forth herein and in the Companys 2004 Form 10-K, and as may
be set forth in the Companys subsequent press releases and/or Forms 10-Q, 8-K and other filings with the Securities and Exchange Commission (SEC). Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company assumes no obligation to update such information.



Restatement of Financial Statements



As discussed in the Companys Form 10-K for 2004, the Company restated its consolidated financial statements for 2003 and for the first three quarters of 2004.
Financial information contained in this Form 10-Q gives effect to these restatements. Accordingly, the consolidated financial statements of the Company for these periods and the segment data for the Business Solutions segment for these periods
(which was the only segment affected by the restatement) included in prior filings with the SEC should no longer be relied upon.



The Companys Form 10-K for 2004 filed with the SEC on March 31, 2005 contains restated information for all of the above periods to which the restatement
applies and other information relating to the restatement in the Form 10-K Item 6 Selected Financial Data, Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations 
Restatement of Financial Statements, Note 2 of the Notes to Consolidated Financial Statements and Quarterly Results (Unaudited) Supplementary Data included in Item 8, and Item 9A, Controls and Procedures.



The net effect of all of the restatement adjustments for the three and nine months ended
September 30, 2004 was to decrease the Companys pre-tax earnings by $0.9 million and $2.0 million, respectively, from amounts previously reported for such periods. The Companys consolidated statements of cash flows and
shareholders equity included herein have been restated to reflect the reclassification of changes in assets and liabilities during the period discussed above.



The Company is in the process of adopting and implementing a number of remedial measures that were recommended or identified in the course
of the restatement process. These measures are summarized in Part I, Item 4, Controls and Procedures.



Results of Operations



Executive Summary



During the third quarter of 2005, CDI recorded revenues of $290.5 million representing an increase of 10.4% over the level in the third quarter of 2004. The
Companys net earnings for the third quarter of 2005 was $4.2 million, more than double the $1.7 million reported in the same period in 2004. These increases were driven primarily by stronger customer demand led by the P&I vertical within
the Companys Business Solutions segment. Another key contributor to the increased revenues and profits was improvement in the Companys sales and recruiting capabilities, particularly within the Todays and Anders segments. Significant
investments in sales building and recruiting capabilities made by most of the segments of CDI during 2004 and 2005 have resulted in higher productivity by the Companys recruiters and sales personnel.



14



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##### Table of Contents

CDIs third quarter results were negatively impacted by certain events, including hurricanes Katrina and Rita, which
disrupted Business Solutions operations in the Gulf Coast region. The hurricanes resulted in the loss of an estimated $1.5 million in revenue and $0.7 million in operating profits. The negative operating profit impact was created through a
combination of lost margin and the Companys decision to continue to pay a number of billable employees to assist them while they were unable to work. Also in the third quarter, the Company incurred start-up costs of approximately $0.7 million
in connection with a major account win in the IT Services vertical. Other items which reduced third quarter profits were charges relating to real estate and employee equity compensation programs, which are described below.



The Companys cash needs increased during the third quarter above the levels in recent
quarters due primarily to higher working capital requirements driven by the higher revenue run rate, new business ramp-ups, start-up costs for the major account win in the IT Services vertical, increased capital spending and by the timing of certain
cash outlays including those for an executive relocation at MRI. To meet these cash requirements, the Company utilized its unsecured line of credit for the first time since that credit facility was established last year.



Consolidated Results of Operations for the three and nine months ended
September 30, 2005 as compared to the three and nine months ended September 30, 2004



The table that follows presents quarter-over-quarter and year-over-year revenue by service type along with some key metrics (in percentages).



|                                                               |  |                                 |       |   |                                |       |   |      |   |       |               |  |       |  
|-------------------------------------------------------------- |  | ------------------------------- | ----- | - | ------------------------------ | ----- | - | ---- | - | ----- | ------------- |  | ----- | -
|                                                               |  | Three months endedSeptember 30, |       |   | Nine months endedSeptember 30, |      
|(in millions)                                                  |  | 2005                            |       |   | 2004                           |       |   | 2005 |   |       | 2004          | 
|                                                               |  |                                 |       |   | (As Restated)                  |       |   |      |   |       | (As Restated) | 
|Revenues                                                       |  |                                 |       |   |                                |       |   |      |   |       |               |  |       |  
|Staffing services                                              |  | $                               | 184.9 |   |                                | 178.2 |   |      | $ | 536.4 |               |  | 532.2 |  
|Project outsourcing                                            |  |                                 | 90.0  |   |                                | 70.8  |   |      |   | 261.8 |               |  | 213.2 |  
|Permanent placement and royalties                              |  |                                 | 15.2  |   |                                | 13.7  |   |      |   | 43.0  |               |  | 35.4  |  
|Franchise fees                                                 |  |                                 | 0.4   |   |                                | 0.5   |   |      |   | 1.6   |               |  | 3.2   |  
|                                                               |  |                                 |       |   |                                |       |   |      |   |       |               |  |       |  
|                                                               |  | $                               | 290.5 |   |                                | 263.2 |   |      | $ | 842.8 |               |  | 784.0 |  
|                                                               |  |                                 |       |   |                                |       |   |      |   |       |               |  |       |  
|Gross profit                                                   |  | $                               | 68.1  |   |                                | 62.2  |   |      | $ | 195.2 |               |  | 186.3 |  
|Gross profit margin                                            |  |                                 | 23.4  | % |                                | 23.6  | % |      |   | 23.2  | %             |  | 23.8  | %
|Operating and administrative expenses                          |  | $                               | 61.2  |   |                                | 59.5  |   |      | $ | 178.9 |               |  | 171.0 |  
|Operating and administrative expenses as a percent of revenues |  |                                 | 21.1  | % |                                | 22.6  | % |      |   | 21.2  | %             |  | 21.8  | %
|Operating profit                                               |  | $                               | 6.9   |   |                                | 2.7   |   |      | $ | 16.7  |               |  | 16.6  |  
|Operating profit as a percent of revenues                      |  |                                 | 2.4   | % |                                | 1.0   | % |      |   | 2.0   | %             |  | 2.1   | %
|Net earnings                                                   |  | $                               | 4.2   |   |                                | 1.7   |   |      | $ | 10.5  |               |  | 11.2  |  



Consolidated revenues increased $27.3
million, or 10.4%, for the quarter, and $58.8 million, or 7.5%, for the nine months ended September 30, 2005, as compared to the corresponding periods in 2004. Revenues improved for all four segments in the three and nine months ended
September 30, 2005. The revenue growth in BS was primarily due to a significant ramp-up of new and existing accounts in the P&I vertical, partially offset by a decline in the IT Services vertical. The P&I vertical benefited from an
increase in demand for project outsourcing services as customers increased their capital spending. The decline in IT Services vertical was caused by a combination of decreased demand and pricing pressures. Both Anders and Todays experienced
double-digit revenue growth, driven primarily by staffing services, for the three and nine months ended September 30, 2005, compared to the three and nine months ended September 30, 2004, as investments in sales building and recruiting
capabilities in 2004 and 2005 are now contributing to revenue growth.



Gross
profit increased $5.9 million, or 9.5%, and $8.9 million, or 4.8%, respectively, for the three and nine months ended September 30, 2005, as compared to the same periods in 2004. These increases in gross profits were primarily due to the
increased revenue volume as noted above.



15



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##### Table of Contents

Gross profit margins were essentially flat in the third quarter of 2005 as compared to the same period in 2004. Gross
profit margin declined from 23.8% to 23.2% in the nine months ended September 30, 2005 as compared to same period last year. This decline was driven by the competitive and pricing pressures in the IT Services vertical within BS and significant
revenue growth in Todays lower margin national accounts. These declines were partially offset by improved gross margins at Anders.



Operating and administrative expenses increased $1.7 million, or 2.9%, for the three months ended September 30, 2005 as compared to the same period in 2004. The
increase was primarily due to:



| |  |  | Higher variable expenses due to the increased gross margin as noted above.
| | - |  | --------------------------------------------------------------------------



| |  |  | Contract start-up expenses.
| | - |  | ---------------------------



| |  |  | Real estate exit expenses.
| | - |  | --------------------------



| |  |  | Decision to pay a number of billable employees unable to work resulting from hurricanes in the Gulf Coast region.
| | - |  | -----------------------------------------------------------------------------------------------------------------



These increases were partially offset by lower professional and legal expenses in the third
quarter of 2005.



Operating and administrative expenses increased $7.9 million,
or 4.6%, for the nine months ended September 30, 2005 as compared to the corresponding period in 2004. The increase was primarily due the same factors that affected the third quarter as noted above as well as incremental Sarbanes-Oxley
compliance expenses and accounting expenses incurred in the first quarter of 2005 related to the restatement of the Companys 2004 financial statements. These increases in operating and administrative expenses were partially offset by lower
operating expenses in MRI and lower legal expenses. Included in operating and administrative expenses in the nine months ending September 30, 2004 was a $1.0 million charge for real estate exit costs.



In the first quarter of 2005, the Company recorded a $0.4 million pre-tax gain from the sale
of a corporate non-operating asset. During the second quarter of 2004, the Company recorded a $1.3 million pre-tax gain resulting from the sale of a company-owned office within MRI.



Operating profit in the third quarter of 2005 increased $4.2 million, more than double the amount in the third quarter of 2004. The
significant increase in operating profit in the third quarter of 2005 was primarily due to the increased sales volume noted above combined with cost control initiatives and improved productivity. Operating profit for the first nine months of 2005 as
compared to the first nine months of 2004 was flat.



The Companys
effective income tax rate for the first nine months of 2005 was 38.4%, as compared to 34.2 % for 2004. The increase in the 2005 effective tax rate is due primarily to utilization in 2004 of both a previously reserved capital loss carryforward
and realized tax benefits associated with refunds of state income taxes. The Company also recorded an additional tax reserve in the third quarter of 2005 relating to potential state tax exposures.



Segment Discussion



Business Solutions (BS)



The following table shows the revenue from each of the verticals within the BS segment for
the three and nine months ended September 30, 2005 as compared to the same periods in 2004:



BS



|                                    |  |                                 |       |               |       |  |         |      |  |                                |    |         |   |               |         |       |  |       |   |  |      |   
|----------------------------------- |  | ------------------------------- | ----- | ------------- | ----- |  | ------- | ---- |  | ------------------------------ | -- | ------- | - | ------------- | ------- | ----- |  | ----- | - |  | ---- | --
|                                    |  | Three months endedSeptember 30, |       | $Change       |       |  | %Change |      |  | Nine months endedSeptember 30, |    | $Change |   |               | %Change |      
|(in millions)                       |  | 2005                            |       | 2004          |       |  |         | 2005 |  | 2004                           |    |        
|                                    |  |                                 |       | (As Restated) |       |  |         |      |  |                                |    |         |   | (As Restated) |         |       |  |       |   | 
|Revenues:                           |  |                                 |       |               |       |  |         |      |  |                                |    |         |   |               |         |       |  |       |   |  |      |   
|CDI Information Technology Services |  | $                               | 67.1  |               | 70.7  |  | (3.6    | )    |  | (5.1                           | )% |         | $ | 196.4         |         | 213.1 |  | (16.7 | ) |  | (7.8 | )%
|CDI Process and Industrial          |  |                                 | 85.3  |               | 70.4  |  | 14.9    |      |  | 21.2                           |    |         |   | 252.0         |         | 204.9 |  | 47.1  |   |  | 23.0 |   
|CDI Aerospace                       |  |                                 | 20.8  |               | 21.7  |  | (0.9    | )    |  | (4.1                           | )  |         |   | 61.6          |         | 66.8  |  | (5.2  | ) |  | (7.8 | ) 
|CDI Government Services             |  |                                 | 12.0  |               | 12.1  |  | (0.1    | )    |  | (0.8                           | )  |         |   | 34.6          |         | 37.6  |  | (3.0  | ) |  | (8.0 | ) 
|CDI Life Sciences                   |  |                                 | 2.3   |               | 1.9   |  | 0.4     |      |  | 21.1                           |    |         |   | 6.5           |         | 6.5   |  |      |   |  |     |   
|                                    |  |                                 |       |               |       |  |         |      |  |                                |    |         |   |               |         |       |  |       |   |  |      |   
|                                    |  | $                               | 187.5 |               | 176.8 |  | 10.7    |      |  | 6.1                            |    |         | $ | 551.0         |         | 528.9 |  | 22.1  |   |  | 4.2  |   
|                                    |  |                                 |       |               |       |  |         |      |  |                                |    |         |   |               |         |       |  |       |   |  |      |   



16



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##### Table of Contents

The following table presents quarter-over-quarter and year-over-year changes in revenues, cost of services, gross profit,
operating and administrative expenses, and operating profit for BS for 2005 and 2004:



BS



|                                      |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   
|------------------------------------- |  | ------------------------------- | ----- | - | ------------- | ----- | - | ------- | ---- | ---- | ------------------------------ | ---- | ---- | ------- | - | ----- | ------------- |  | ----- | - |  | ----- | - |  | ----- | --
|                                      |  | Three months endedSeptember 30, |       |   | $Change       |       |   | %Change |      |      | Nine months endedSeptember 30, |      |      | $Change |   |       | %Change       | 
|(in millions)                         |  | 2005                            |       |   | 2004          |       |   |         |      | 2005 |                                |      | 2004 |         |   |      
|                                      |  |                                 |       |   | (As Restated) |       |   |         |      |      |                                |      |      |         |   |       | (As Restated) |  |       |   |  |       |   | 
|Revenues                              |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   
|Staffing services                     |  | $                               | 96.1  |   |               | 104.7 |   |         | (8.6 | )    |                                | (8.2 | )%   |         | $ | 285.7 |               |  | 313.5 |   |  | (27.8 | ) |  | (8.9  | )%
|Project outsourcing                   |  |                                 | 90.0  |   |               | 70.8  |   |         | 19.2 |      |                                | 27.1 |      |         |   | 261.8 |               |  | 213.2 |   |  | 48.6  |   |  | 22.8  |   
|Permanent placement                   |  |                                 | 1.4   |   |               | 1.3   |   |         | 0.1  |      |                                | 7.7  |      |         |   | 3.5   |               |  | 2.2   |   |  | 1.3   |   |  | 59.1  |   
|                                      |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   
|                                      |  |                                 | 187.5 |   |               | 176.8 |   |         | 10.7 |      |                                | 6.1  |      |         |   | 551.0 |               |  | 528.9 |   |  | 22.1  |   |  | 4.2   |   
|Cost of services                      |  |                                 | 151.4 |   |               | 143.1 |   |         | 8.3  |      |                                | 5.8  |      |         |   | 447.8 |               |  | 426.0 |   |  | 21.8  |   |  | 5.1   |   
|                                      |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   
|Gross profit                          |  |                                 | 36.1  |   |               | 33.7  |   |         | 2.4  |      |                                | 7.1  |      |         |   | 103.2 |               |  | 102.9 |   |  | 0.3   |   |  | 0.3   |   
|Gross profit margin                   |  |                                 | 19.3  | % |               | 19.1  | % |         |      |      |                                |      |      |         |   | 18.7  | %             |  | 19.5  | % |  |       |   |  |       |   
|Operating and administrative expenses |  |                                 | 31.1  |   |               | 30.2  |   |         | 0.9  |      |                                | 3.0  |      |         |   | 91.1  |               |  | 88.5  |   |  | 2.6   |   |  | 2.9   |   
|                                      |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   
|Operating profit                      |  | $                               | 5.0   |   |               | 3.5   |   |         | 1.5  |      |                                | 42.9 |      |         | $ | 12.1  |               |  | 14.4  |   |  | (2.3  | ) |  | (16.0 | )%
|                                      |  |                                 |       |   |               |       |   |         |      |      |                                |      |      |         |   |       |               |  |       |   |  |       |   |  |       |   



BS revenues for the three and nine
months ended September 30, 2005, increased $10.7 million, or 6.1%, and $22.1 million, or 4.2%, respectively, as compared to the same periods in 2004. The increases were due primarily to increased demand for project outsourcing in the P&I
vertical, principally as a result of the ramp-up of new and existing accounts as customers begin to reinvest in their capital infrastructures. Revenue growth in the third quarter of 2005 was negatively impacted by an estimated $1.5 million due to
two hurricanes which struck the Gulf Coast region. In addition, these revenue increases were partially offset by decreased volume in IT Services, and, to a lesser degree, revenue declines in the Aerospace and the GS verticals. These revenue declines
were primarily due to:



| |  |  | Competitive and pricing pressures in the IT Services vertical. As previously reported, the IT Services vertical was awarded a major new contract during the third quarter of 2005.
However, as a result of the anticipated ramp up of that contract, it did not produce significant revenue during the third quarter.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Reduction in domestic engineering staffing revenue in the Aerospace vertical.
| | - |  | -----------------------------------------------------------------------------



| |  |  | Reduction in federal government spending for U.S. Navy shipbuilding and ship design programs in the GS vertical.
| | - |  | ----------------------------------------------------------------------------------------------------------------



BS gross profit increased by $2.4 million, or 7.1%, as compared to the third quarter of 2004
primarily due to increased demand in project outsourcing services in the P&I vertical as noted above. Gross margin was relatively flat in the third quarter 2005 as compared to the same period in 2004.



For the nine months ended September 30, 2005, BS gross profits were essentially flat as
compared to the same period in 2004. Gross margin decreased from 19.5% to 18.7% primarily due to:



| |  |  | Competitive and pricing pressures in the IT Services vertical.
| | - |  | --------------------------------------------------------------



| |  |  | Higher employee benefit costs.
| | - |  | ------------------------------



BS operating and administrative expenses increased $0.9 million, or 3.0%, in the third quarter and $2.6 million, or 2.9%, for the nine months ended September 30,
2005, as compared to the corresponding periods in 2004. These increases were due primarily to:



| |  |  | Higher variable expenses due to increased gross margins.
| | - |  | --------------------------------------------------------



| |  |  | Contract start-up expenses in the IT Services vertical.
| | - |  | -------------------------------------------------------



| |  |  | Real estate exit expenses.
| | - |  | --------------------------



| |  |  | Resolution of state non-income tax matters.
| | - |  | -------------------------------------------



17



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##### Table of Contents

| |  |  | Decision to pay a number of billable employees unable to work resulting from hurricanes in the Gulf Coast region.
| | - |  | -----------------------------------------------------------------------------------------------------------------



Included in operating and administrative expenses in the second quarter of 2004 was a $0.8
million charge for real estate exit costs. For the first nine months of 2004, there was a reversal of a reserve of approximately $1.0 million because the exposure it was originally established for never materialized.



AndersElite (Anders)



The following table presents quarter-over-quarter and year-over-year changes in revenues,
cost of services, gross profit, operating and administrative expenses, and operating profit for Anders for 2005 and 2004 in U.S. dollars:



Anders



|                                      |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  
|------------------------------------- |  | ------------------------------- | ---- | - | ------- | ---- | - | ------- | ---- | ---- | ------------------------------ | ----- | ---- | ------- | - | ------- | - |  | ----- | - |  | ---- |  | ---- | -
|                                      |  | Three months endedSeptember 30, |      |   | $Change |      |   | %Change |      |      | Nine months endedSeptember 30, |       |      | $Change |   | %Change |  
|(US dollars in millions)              |  | 2005                            |      |   | 2004    |      |   |         |      | 2005 |                                |       | 2004 |         |   |        
|Revenues                              |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  
|Staffing services                     |  | $                               | 43.7 |   |         | 38.9 |   |         | 4.8  |      |                                | 12.3  | %    |         | $ | 122.6   |   |  | 110.7 |   |  | 11.9 |  | 10.7 | %
|Permanent placement                   |  |                                 | 5.2  |   |         | 4.2  |   |         | 1.0  |      |                                | 23.8  |      |         |   | 14.8    |   |  | 12.3  |   |  | 2.5  |  | 20.3 |  
|                                      |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  
|                                      |  |                                 | 48.9 |   |         | 43.1 |   |         | 5.8  |      |                                | 13.5  |      |         |   | 137.4   |   |  | 123.0 |   |  | 14.4 |  | 11.7 |  
|Cost of services                      |  |                                 | 36.6 |   |         | 32.5 |   |         | 4.1  |      |                                | 12.6  |      |         |   | 102.9   |   |  | 92.6  |   |  | 10.3 |  | 11.1 |  
|                                      |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  
|Gross profit                          |  |                                 | 12.3 |   |         | 10.6 |   |         | 1.7  |      |                                | 16.0  |      |         |   | 34.5    |   |  | 30.4  |   |  | 4.1  |  | 13.5 |  
|Gross profit margin                   |  |                                 | 25.2 | % |         | 24.6 | % |         |      |      |                                |       |      |         |   | 25.1    | % |  | 24.7  | % |  |      |  |      |  
|Operating and administrative expenses |  |                                 | 9.7  |   |         | 9.9  |   |         | (0.2 | )    |                                | (2.0  | )    |         |   | 29.1    |   |  | 27.3  |   |  | 1.8  |  | 6.6  |  
|                                      |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  
|Operating profit                      |  | $                               | 2.6  |   |         | 0.7  |   |         | 1.9  |      |                                | 100.0 | %    |         | $ | 5.4     |   |  | 3.1   |   |  | 2.3  |  | 74.2 | %
|                                      |  |                                 |      |   |         |      |   |         |      |      |                                |       |      |         |   |         |   |  |       |   |  |      |  |      |  



To more effectively discuss the
comparative results of operations for the three and nine months ended September 30, 2005 and 2004, respectively, the following table presents Anders results on a constant currency basis (i.e. British Pounds - £):



Anders



|                                      |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  
|------------------------------------- |  | ------------------------------- | ---- | - | ------- | ---- | ------- |  | --- | ------------------------------ | ----- | - | ------- | - | ------- | - |  | ---- | - |  | --- |  | ---- | -
|                                      |  | Three months endedSeptember 30, |      |   | £Change |      | %Change |  |     | Nine months endedSeptember 30, |       |   | £Change |   | %Change |  
|(British pounds in millions)          |  | 2005                            |      |   | 2004    |      |         |  |     | 2005                           |       |   | 2004    |   |         |  
|Revenues                              |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  
|Staffing services                     |  | £                               | 24.5 |   |         | 21.5 |         |  | 3.0 |                                | 14.0  | % |         | £ | 66.5    |   |  | 61.1 |   |  | 5.4 |  | 8.8  | %
|Permanent placement                   |  |                                 | 2.9  |   |         | 2.4  |         |  | 0.5 |                                | 20.8  |   |         |   | 8.0     |   |  | 6.8  |   |  | 1.2 |  | 17.6 |  
|                                      |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  
|                                      |  |                                 | 27.4 |   |         | 23.9 |         |  | 3.5 |                                | 14.6  |   |         |   | 74.5    |   |  | 67.9 |   |  | 6.6 |  | 9.7  |  
|Cost of services                      |  |                                 | 20.5 |   |         | 18.0 |         |  | 2.5 |                                | 13.9  |   |         |   | 55.8    |   |  | 51.1 |   |  | 4.7 |  | 9.2  |  
|                                      |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  
|Gross profit                          |  |                                 | 6.9  |   |         | 5.9  |         |  | 1.0 |                                | 16.9  |   |         |   | 18.7    |   |  | 16.8 |   |  | 1.9 |  | 11.3 |  
|Gross profit margin                   |  |                                 | 25.2 | % |         | 24.7 | %       |  |     |                                |       |   |         |   | 25.1    | % |  | 24.7 | % |  |     |  |      |  
|Operating and administrative expenses |  |                                 | 5.5  |   |         | 5.5  |         |  |    |                                |      |   |         |   | 15.7    |   |  | 15.1 |   |  | 0.6 |  | 4.0  |  
|                                      |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  
|Operating profit                      |  | £                               | 1.4  |   |         | 0.4  |         |  | 1.0 |                                | 100.0 | % |         | £ | 3.0     |   |  | 1.7  |   |  | 1.3 |  | 76.5 | %
|                                      |  |                                 |      |   |         |      |         |  |     |                                |       |   |         |   |         |   |  |      |   |  |     |  |      |  



Anders revenues on a constant currency
basis for the three and nine months ended September 30, 2005 increased £3.5 million, or 14.6%, and £6.6 million, or 9.7%, respectively, as compared to the same periods in 2004. The increase in revenue in the both the three and nine
months ended September 30, 2005, was primarily driven by increased efficiency and productivity among recruiting and sales personnel. Previously there had been significant turnover and re-staffing of Anders recruiting and sales personnel
resulting in lower revenues. There are inherent delays before newly hired staff generates revenues.



Gross profit increased £1.0 million, or 16.9%, and by £1.9 million, or 11.3%, respectively, for the three and nine months ended September 30, 2005, as compared to the same periods in 2004. These
increases were principally due to improved productivity as noted above and to increases in higher margin permanent placement revenue.



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##### Table of Contents

On a constant currency basis, Anders operating and administrative expenses in the third quarter of 2005 remained flat, as
compared to the third quarter of 2004. Increases in variable expenses associated with higher revenues were offset by improved recruiter productivity.



On a constant currency basis, Anders operating and administrative expenses in the nine months ended September 30, 2005 increased £0.6 million, or 4.0%, as
compared to the nine months ended of 2004. This increase was largely due to higher variable compensation expenses due to the increased revenue volumes, partially offset by cost control measures.



Todays Staffing (Todays)



The following table presents quarter-over-quarter and year-over-year changes in revenues,
cost of services, gross profit, operating and administrative expenses, and operating profit for Todays for 2005 and 2004:



Todays



|                                      |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  
|------------------------------------- |  | ------------------------------- | ---- | - | -------- | ---- | -------- |  | --- | ----------------------------- | ----- | - | -------- | - | -------- | - |  | ---- | - |  | ---- |  | ---- | -
|                                      |  | Three months endedSeptember 30, |      |   | $ Change |      | % Change |  |     | Nine monthsendedSeptember 30, |       |   | $ Change |   | % Change |  
|(in millions)                         |  | 2005                            |      |   | 2004     |      |          |  |     | 2005                          |       |   | 2004     |   |          |  
|Revenues                              |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  
|Staffing services                     |  | $                               | 37.5 |   |          | 28.4 |          |  | 9.1 |                               | 32.0  | % |          | $ | 106.9    |   |  | 87.8 |   |  | 19.1 |  | 21.8 | %
|Permanent placement                   |  |                                 | 0.9  |   |          | 0.7  |          |  | 0.2 |                               | 28.6  |   |          |   | 2.5      |   |  | 2.5  |   |  |     |  |     |  
|                                      |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  
|                                      |  |                                 | 38.4 |   |          | 29.1 |          |  | 9.3 |                               | 32.0  |   |          |   | 109.4    |   |  | 90.3 |   |  | 19.1 |  | 21.2 |  
|Cost of services                      |  |                                 | 29.1 |   |          | 21.0 |          |  | 8.1 |                               | 38.6  |   |          |   | 82.3     |   |  | 66.0 |   |  | 16.3 |  | 24.7 |  
|                                      |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  
|Gross profit                          |  |                                 | 9.3  |   |          | 8.1  |          |  | 1.2 |                               | 14.8  |   |          |   | 27.1     |   |  | 24.3 |   |  | 2.8  |  | 11.5 |  
|Gross profit margin                   |  |                                 | 24.2 | % |          | 27.8 | %        |  |     |                               |       |   |          |   | 24.8     | % |  | 26.9 | % |  |      |  |      |  
|Operating and administrative expenses |  |                                 | 8.1  |   |          | 7.7  |          |  | 0.4 |                               | 5.2   |   |          |   | 25.2     |   |  | 22.6 |   |  | 2.6  |  | 11.5 |  
|                                      |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  
|Operating profit                      |  | $                               | 1.2  |   |          | 0.4  |          |  | 0.8 |                               | 100.0 | % |          | $ | 1.9      |   |  | 1.7  |   |  | 0.2  |  | 11.8 | %
|                                      |  |                                 |      |   |          |      |          |  |     |                               |       |   |          |   |          |   |  |      |   |  |      |  |      |  



For the three and nine months ended
September 30, 2005, revenues increased $9.3 million, or 32.0% and $19.1 million, or 21.2%, respectively, as compared to the same period in 2004. The increases in revenues in both periods were primarily driven by growth in national account wins
as a result of investments in sales building and recruiting capabilities during 2004.



Todays gross profit increased by $1.2 million, or 14.8%, and $2.8 million, or 11.5 %, respectively, for the three and nine months ended September 30, 2005, as compared to the same period in 2004. The increases in gross profits in
both periods were due to revenue volume growth. Todays gross margins declined from 27.8% to 24.2% and 26.9% to 24.8%, respectively, for the three and nine months ended September 30, 2005, primarily due to:



| |  |  | Growth in lower margin national accounts.
| | - |  | -----------------------------------------



| |  |  | Competitive pricing pressures.
| | - |  | ------------------------------



| |  |  | Higher employee benefit costs.
| | - |  | ------------------------------



Todays operating and administrative expenses increased $0.4 million, or 5.2%, and $2.6, or 11.5 % for the three and nine months ended September 30, 2005,
respectively, as compared to the three and nine months ended September 30, 2004. These increases were principally due to higher variable expenses associated with increased volumes.



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##### Table of Contents

Management Recruiters International (MRI)



The following table presents quarter-over-quarter and year-over-year changes in revenues,
cost of services, gross profit, operating and administrative expenses, and operating profit for MRI for 2005 and 2004:



MRI



|                                      |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  
|------------------------------------- |  | ------------------------------- | ---- | - | -------- | ---- | - | -------- | ---- | ---- | ----------------------------- | ----- | ---- | -------- | - | ---- | -------- |  | ---- | - |  | ---- | - |  | ----- | -
|                                      |  | Three months endedSeptember 30, |      |   | $ Change |      |   | % Change |      |      | Nine monthsendedSeptember 30, |       |      | $ Change |   |      | % Change | 
|(in millions)                         |  | 2005                            |      |   | 2004     |      |   |          |      | 2005 |                               |       | 2004 |          |   |     
|Revenues                              |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  
|Staffing services                     |  | $                               | 7.6  |   |          | 6.2  |   |          | 1.4  |      |                               | 22.6  | %    |          | $ | 21.2 |          |  | 18.9 |   |  | 2.3  |   |  | 12.2  | %
|Permanent placement and royalties     |  |                                 | 7.7  |   |          | 7.4  |   |          | 0.3  |      |                               | 4.1   |      |          |   | 22.2 |          |  | 19.7 |   |  | 2.5  |   |  | 12.7  |  
|Franchise fees                        |  |                                 | 0.4  |   |          | 0.5  |   |          | (0.1 | )    |                               | (20.0 | )    |          |   | 1.6  |          |  | 3.2  |   |  | (1.6 | ) |  | (50.0 | )
|                                      |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  
|                                      |  |                                 | 15.7 |   |          | 14.1 |   |          | 1.6  |      |                               | 11.3  |      |          |   | 45.0 |          |  | 41.8 |   |  | 3.2  |   |  | 7.7   |  
|Cost of services                      |  |                                 | 5.3  |   |          | 4.3  |   |          | 1.0  |      |                               | 23.3  |      |          |   | 14.7 |          |  | 13.1 |   |  | 1.6  |   |  | 12.2  |  
|                                      |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  
|Gross profit                          |  |                                 | 10.4 |   |          | 9.8  |   |          | 0.6  |      |                               | 6.1   |      |          |   | 30.3 |          |  | 28.7 |   |  | 1.6  |   |  | 5.6   |  
|Gross profit margin                   |  |                                 | 66.2 | % |          | 69.5 | % |          |      |      |                               |       |      |          |   | 67.3 | %        |  | 68.7 | % |  |      |   |  |       |  
|Operating and administrative expenses |  |                                 | 7.8  |   |          | 7.1  |   |          | 0.7  |      |                               | 9.9   |      |          |   | 20.7 |          |  | 21.2 |   |  | (0.5 | ) |  | (2.4  | )
|Gain on sale                          |  |                                 |     |   |          |     |   |          |     |      |                               |       |      |          |   | 0.0  |          |  | (1.3 | ) |  | 1.3  |   |  |       |  
|                                      |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  
|Operating profit                      |  | $                               | 2.6  |   |          | 2.7  |   |          | (0.1 | )    |                               | (3.7  | )%   |          | $ | 9.6  |          |  | 8.8  |   |  | 0.8  |   |  | 9.1   | %
|                                      |  |                                 |      |   |          |      |   |          |      |      |                               |       |      |          |   |      |          |  |      |   |  |      |   |  |       |  



For the three and nine months ended
September 30, 2005, MRIs revenues increased $1.6 million, or 11.3%, and $3.2, million or 7.7%, respectively, as compared to the same periods in 2004. The higher revenues in both the third quarter and the first nine months of 2005 were
primarily driven by increases in both staffing services and royalties due to increased demand in the US market. The decrease in franchise fees for the nine months ended September 30, 2005 was primarily due to the sale of a master franchise for
the Japanese market which was recorded during the first quarter of 2004.



MRIs gross profit for the three and nine months ended September 30, 2005 increased $0.6 million, or 6.1%, and $1.6 million, or 5.6%, respectively, as compared to the same periods in 2004. The increases in gross profits in both
periods were primarily due to the revenue growth noted above. Gross margins decreased for the three and nine months ended September 30, 2005 as a result of a shift in business mix as lower margin staffing services increased at a higher rate
than higher margin royalty revenue.



MRIs operating and administrative
expenses increased $0.7 million, or 9.9%, as compared to the third quarter of 2004, due to an executive relocation related expense of $0.3 million and a $0.3 million accrual adjustment in 2005 relating to real estate exit costs previously recorded
in 2004.



For the nine months ended September 30, 2005, MRIs
operating and administrative expenses decreased $0.5 million, or 2.4%, as compared to the same period in 2004. These improvements were largely due to:



| |  |  | Reduced expenses, particularly training expenses as a result of fewer franchise sales.
| | - |  | --------------------------------------------------------------------------------------



| |  |  | Reduced net facilities costs related to exiting of real estate during 2004.
| | - |  | ---------------------------------------------------------------------------



| |  |  | Continued benefit from expense containment measures instituted in 2004.
| | - |  | -----------------------------------------------------------------------



In the second quarter of 2004, MRI recorded a $1.3 million pre-tax gain resulting from the sale of a company-owned office.



Corporate



Corporate expenses of $4.5 million decreased $0.2 million for the third quarter 2005 as compared to the third quarter of 2004. This decrease
was primarily due to lower professional and legal expenses.



Corporate expenses
of $12.7 million increased $1.2 million for the nine months ended 2005, as compared to the same period in 2004. This increase in corporate expenses was primarily due to the increased hiring within the corporate accounting and finance organization as
well as incremental Sarbanes-Oxley compliance expenses, and accounting expenses incurred in the first quarter of 2005 related to the restatement of the Companys 2004 financial statements.



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##### Table of Contents

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)        |  | 2005                           |       |   | 2004          |  
|                     |  |                                |       |   | (As Restated) |  
|Operating Activities |  | $                              | (5.0  | ) |               | $ | 10.7  |  
|Investing Activities |  | $                              | (13.5 | ) |               | $ | 19.9  |  
|Financing Activities |  | $                              | (1.3  | ) |               | $ | (46.7 | )



Operating Activities



During the first nine months of 2005 net cash used in operating
activities was $5.0 million compared to $10.7 million of cash generated during the same period in 2004. This decline in operating cash flow was primarily driven by increased net accounts receivable as a result of higher revenue, new business
ramp-ups and payments of previously accrued balances at December 31, 2004.



Investing Activities



CDI invested $12.2 million in the first
nine months of 2005 for purchases of property and equipment versus $5.1 million in the corresponding period of 2004. The increase in capital spending was primarily due to the implementation of a new recruiting application for BS, increased office
space to support engineering growth in the P&I vertical and implementation of new accounts receivable/billing systems for Todays and MRI. Capital spending in 2005 is expected to be approximately $15.0 million. In connection with a relocation
agreement, the Company acquired the principal residence of a MRI executive for $2.0 million. In 2005, the Company received $0.6 million from the sale of a non-operating corporate asset. During the first nine months of 2004, the Company sold $22.6
million of short-term investments to principally fund the special dividend paid in the third quarter of 2004. Also, in 2004, the Company received $2.2 million from the sale of certain assets and liabilities from its MRI operations.



Financing Activities



The Company paid dividends totaling $6.5 million during the first nine months of 2005 compared to $45.1 million in the same period last
year. 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, capital requirements, and other
factors. The Company received $1.3 million in proceeds from stock options exercised during the first nine months of 2005 compared to $2.7 million received during the same period in 2004. During the third quarter of 2005, the Company had net cash
inflows of $6.1 million related to short-term bank borrowings used to fund increased levels of working capital and purchases of property and equipment. In 2004, the Company had no outstanding borrowings.



Summary



The Companys financial condition remains strong. Management believes that its current funds, combined with cash generated from
operations and current debt capacity 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. The critical accounting estimates and
assumptions identified in the Companys 2004 Annual Report on Form 10-K filed March 31, 2005 with the Securities and Exchange Commission have not materially changed. The Company is currently evaluating certain tax planning strategies which
could impact the amount of the valuation allowance required for its deferred tax assets. Management expects to complete this review in the fourth quarter of 2005.



21



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##### Table of Contents

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. Effective July 1, 2005, the Company entered into a foreign exchange put option contract to hedge a portion of its European operations 2005 forecasted net
earnings. The Company purchased British pound sterling put options aggregating £1.2 million with contractual exchange rates of $1.82 at a cost of $41,000. The options expire at various periods during 2005 with the put option expiring on
December 31, 2005. The effects of foreign currency exchange rate fluctuations have historically not been material to the Companys net earnings.



The Companys exposure to interest rate changes is not significant. As of September 30, 2005, the Company had short-term bank borrowings of $6.1 million. The
Companys investments in money market and other short-term 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 the Corporate Controller (who is currently performing the functions of 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 Corporate Controller (who is currently performing the functions of Chief Financial Officer) have concluded that, as of September 30, 2005, the Companys disclosure controls and procedures were not effective due
to the previously identified material weakness in internal control over financial reporting as described below.



In connection with the evaluation described above, the Company identified no significant changes in its internal control over financial reporting that occurred during the
three months ended September 30, 2005 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, 2004.



The Company has described the restatement of its consolidated financial statements contained in this Form 10-Q in Part I, Item 2, Managements Discussion and
Analysis of Financial Condition and Results of Operations  Restatement of Financial Statements, and in Note 2 of the Notes to the Consolidated Financial Statements included in Part I, Item 1. Remedial measures relating to its accounting
controls and procedures that were recommended or identified in the course of the restatement process are summarized below.



In compiling its financial results for the fourth quarter ended December 31, 2004, management identified a material weakness in the Companys internal control
over financial reporting relating to account analysis practices and procedures employed by the Company in its period-end financial reporting process. Specifically, management identified circumstances in which certain financial statement accounts
were not being analyzed by appropriate personnel, resulting in an accumulation of accounting errors that were not detected on a timely basis. The financial statement accounts in which accounting errors were identified included primarily accounts
receivable, which was overstated in prior annual and interim periods, and accrued payroll, which was understated in prior annual and interim periods. These deficiencies in the Companys internal control over financial reporting resulted in
misstatements to prior annual and interim financial statements and, accordingly, certain prior annual and interim financial statements were restated to reflect the correction of accounting errors as more fully described in Note 2 to the
Companys Consolidated Financial Statements, included in Part 1, Item 1 in the Companys Form 10-K for 2004.



The Company has identified and has implemented action plans to remediate the material weakness described above. Specifically, the Company has developed and implemented
new account analysis procedures to ensure that accounts are being analyzed on a timely basis, analyses are being independently reviewed, all identified adjustments are recorded on a timely basis, and all account balances



22



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##### Table of Contents

are substantiated by supporting detail. The Company has substantially completed the hiring of additional accounting staff as well as the reorganization of
its accounting and finance departments. While the Company has implemented 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 testing by the fourth quarter of 2005.



PART II. OTHER INFORMATION



Item 6.



EXHIBITS



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



|      |  |                                                                                                                                                                                
|----- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.a. |  | Employment Agreement dated as of August 11, 2005 between CDI Corporation and Roger Ballou.                                                                                     
|      | 
|10.b. |  | Offer letter dated August 26, 2005 and Employment Agreement dated September 6, 2005 between CDI Corporation and Mark Kerschner.                                                
|      | 
|10.c. |  | Technical Services Agreement dated as of July 1, 2005 between CDI Corporation and International Business Machines Corporation.                                                 
|      | 
|31.a. |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|      | 
|31.b. |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|      | 
|32.   |  | Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



23



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##### 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 4, 2005 |  |  |  | By:       |  | /s/    ROGER H. BALLOU 
|                 |  |  |  |           |  |                         |  | Roger H. Ballou                      
|                 |  |  |  |           |  |                         |  | President and Chief Executive Officer
|                 |  |  | 
|                 |  |  |  | By:       |  | /s/    JOHN FANELLI III
|                 |  |  |  |           |  |                         |  | John Fanelli III                     
|                 |  |  |  |           |  |                         |  | Principal Financial Officer          



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##### Table of Contents

INDEX TO EXHIBITS



|       |  |                                                                                                                                                                                
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                        
|10.a.  |  | Employment Agreement dated as of August 11, 2005 between CDI Corporation and Roger Ballou.                                                                                     
|       | 
|10.b.  |  | Offer letter dated August 26, 2005 and Employment Agreement dated September 6, 2005 between CDI Corporation and Mark Kerschner.                                                
|       | 
|10.c.  |  | Technical Services Agreement dated as of July 1, 2005 between CDI Corporation and International Business Machines Corporation.                                                 
|       | 
|31.a.  |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|       | 
|31.b.  |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                            
|       | 
|32.    |  | Certification of Chief Executive Officer and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.



25