UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10 -K
            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
       For the fiscal year ended                        December 31, 2002
                                           ------------------------------------

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

       For the transition period from                    TO
                                      -----------------      -----------------

       Commission file number                1-5519
                                          ------------
                                    CDI Corp.
          -----------------------------------------------------------
             (Exact name of Registrant as specified in its charter)
       Pennsylvania                                     23-2394430
----------------------------------------    -----------------------------------
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                     Identification Number)

           1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768
-------------------------------------------------------------------------------
                    (Address of principal executive offices)

Registrant's telephone number, including area code               (215) 569-2200
                                                                 --------------
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Common stock, $.10 par value                     New York Stock Exchange
----------------------------             --------------------------------------
  (Title of each class)                  (Name of exchange on which registered)

     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  if  disclosure  of  delinquent  filers  pursuant  to Item  405 of
Regulation S-K is not contained herein,  and will not be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  Indicate whether the registrant is an accelerated  filer (as defined
in Exchange Act Rule 12b-2).

                                 Yes [X] No [ ]

     The aggregate  market value as of the last business day of the Registrant's
most recently  completed second fiscal quarter of voting stock of the Registrant
held  by  shareholders  other  than  executive  officers,   directors  or  known
beneficial owners of 10% or more of such stock of the Registrant was:

Common stock, $.10 par value                             $386,824,949
Class B common stock, $.10 par value                     Not applicable

     The outstanding shares of each of the Registrant's  classes of common stock
as of February 17, 2003 were:

Common stock, $.10 par value                             19,358,844 shares
Class B common stock, $.10 par value                     None

                      DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  Registrant's  Proxy  Statement  to  be  filed  with  the
     Securities and Exchange Commission for the Registrant's 2003 Annual Meeting
     are incorporated by reference in Part III.

<PAGE>

                                     PART I
Item 1. BUSINESS

The Company - Overview

CDI Corp.  (the "Company" or "CDI") is a professional  services and  outsourcing
company,  with core  competencies  in  engineering  and  information  technology
(staffing and outsourcing) and related technical staffing,  permanent placement,
and specialized and administrative  staffing.  The Company's principal executive
offices are located in Philadelphia,  Pennsylvania.  CDI concentrates its market
focus on several vertical  sectors,  including  aerospace,  financial  services,
construction,  pharmaceutical/biotech,  petrochemicals,  government and computer
services and derives the majority of its  revenues  from Fortune 1000  companies
serviced primarily in the United States.  There was no single customer from whom
the Company derived 10% or more of its consolidated revenues,  during 2002, 2001
or  2000.  All  of  the  Company's   segments   operate  in   highly-competitive
multi-billion dollar markets with no single market being dominant.

In the fourth quarter of 2001, the Company announced a multi-phased plan to
restructure and reorganize its operations and systems and support
infrastructure. Key elements of this "Plan of Restructure" included:

     o    Reducing  staff  headcount by  approximately  33 percent and operating
          offices by approximately 25 percent;

     o    Reorganizing  the  remaining  business into four  operating  segments:
          Professional  Services ("PS"),  Project Management ("PM"),  Management
          Recruiters International ("MRI") and Todays Staffing ("Todays");

     o    Exiting under-performing contracts and businesses;

     o    Streamlining and simplifying core information systems; and

     o    Consolidating and relocating back-office services.

The ability to recruit  talent is a core  competency  for the Company.  In every
segment of the Company,  personnel  are recruited by the Company and assigned to
work for customers at either customer locations or in the Company's own offices.
Such  recruited  personnel are employees of CDI. In some cases,  the Company may
assume  risk  with  respect  to  the   performance   of  its  services  and  the
acceptability of its employees to its customers.

In certain  cases,  particularly  in the PS segment,  the  services of personnel
("supplier  associates  employees")  supplied  by other  staffing  companies  or
contractors  ("supplier  associates")  are  used to  fulfill  customer  contract
requirements.  In these cases,  the Company receives an  administrative  fee for
arranging for,  billing for and collecting the billings  related to the supplier
associates. Typically, the customer is responsible for assessing the work of the
supplier   associates   who  have  the   responsibility   for  the   performance
acceptability of their personnel to the customer.

In the PM  segment,  the Company  recruits  and hires  engineering,  information
technology and other technical  professionals  to work on a project basis either
on-site at customer locations or in CDI's own offices.  Such recruited personnel
are  employees  of  the  Company.   This  segment  also   performs   outsourcing
particularly  with respect to customers'  internal systems  operations.  In this
segment,  the  Company may assume risk with  respect to the  performance  of its
services.  The  Company may also  assume  responsibility  for the quality of the
project or deliverable and the terms,  particularly the cost and length of time,
under which the Company agrees to deliver the project.

MRI is in the  business of  providing  permanent  placement  services  through a
network of approximately 1,145 franchised offices throughout the world. MRI also
provides  specialized  staffing  services  primarily  focused  on  shorter  term
middle-management  executive  assignments  through  its  franchise  network  and
Company-owned  offices  and  temporary  health  care  professionals  through its
Company-owned  offices.  This operating segment derives its revenue from initial
franchise fees,  continuing franchise royalties,  placement fees and specialized
staffing services.

Todays primarily provides temporary, administrative and office support staff, as
well as  legal  and  finance  professionals.  The  segment  recruits  and  hires
employees and provides these  personnel to the customer on a contract or project
basis. In managed staffing, the segment not only provides the employees but also
manages the customer's entire contract staffing needs in identified areas.

CDI's  staffing  services are designed to help customers meet a variety of needs
in a flexible,  efficient, and cost-effective manner.  Typically, the demand for
CDI's  staffing  services  is driven by one or a  combination  of the  following
customer  needs:  to  acquire  staff  quickly,  efficiently,  and often in large
volumes;  to  acquire  special  skills and  talent;  and to reduce  costs  while
improving efficiency by outsourcing certain human resources functions.

CDI's project management and outsourcing services are designed to give customers
a strategic  advantage by enabling them to outsource whole projects or functions
that are essential  but not  necessarily  core to the  customers'  business.  By
outsourcing  these  projects or  functions,  customers  can deploy  capital more
efficiently;   achieve  cost  savings  and  enhance   their  return  on  capital
investment;  accelerate expansion; react more quickly to change and opportunity;
maintain  stability in their workforce while  preserving the ability to scale up
to meet increases in demand; and benefit from the talents of highly specialized,
skilled and experienced professionals without carrying them as permanent staff.

For  financial  information  about  geographic  areas,  see Note 17 -  Operating
Segments to the Company's consolidated financial statements.

Operating Segments

The following table sets forth (in thousands) the revenues and pre- tax earnings
from continuing  operations of the operating  segments of the Registrant and its
consolidated subsidiaries during the years indicated and the assets attributable
to each segment as of the end of each year.

<TABLE>
<CAPTION>

                                                                                    Years ended December 31,
                                                                      --------------------------------------------------------
<S>                                                                   <C>                <C>                 <C>

                                                                           2002               2001                 2000
                                                                      ---------------    ----------------    -----------------
Revenues:
  Professional Services                                          $         622,931             809,549              911,775
  Project Management                                                       311,256             352,210              388,020
  Management Recruiters                                                     85,901             103,167              136,752
  Todays Staffing                                                          149,387             193,666              238,908
                                                                      ---------------    ----------------    -----------------
                                                                 $       1,169,475           1,458,592            1,675,455
                                                                      ===============    ================    =================

Earnings (loss) from continuing operations before income taxes, minority
interests and cumulative effect of accounting change:
 Operating profit (loss)
  Professional Services                                          $           6,880              (3,984)              20,148
  Project Management                                                         9,423             (10,957)              12,582
  Management Recruiters                                                      6,902              12,746               30,716
  Todays Staffing                                                            1,486               2,616               15,153
  Corporate expenses                                                       (17,990)            (23,448)             (25,260)
                                                                      ---------------    ----------------    -----------------
                                                                             6,701             (23,027)              53,339
  Interest (income) expense, net                                              (115)              3,065                5,189
                                                                      ---------------    ----------------    -----------------
                                                                 $           6,816             (26,092)              48,150
                                                                      ===============    ================    =================
Assets:
  Professional Services                                          $         155,650             212,148              272,933
  Project Management                                                        89,996             120,032              154,013
  Management Recruiters                                                     44,779              47,247               52,029
  Todays Staffing                                                           38,934              50,171               62,199
  Corporate                                                                103,415              28,134                9,491
  Net assets of discontinued operations                                          -              14,840               21,364
                                                                      ---------------    ----------------    -----------------
                                                                 $         432,774             472,572              572,029
                                                                      ===============    ================    =================

</TABLE>
<PAGE>

The items  reported  above for 2001 and 2000 have been  restated  to reflect the
Company's reorganization.

Professional Services ("PS")

PS offers information technology,  engineering, and technical staffing solutions
to  customers  in  targeted  vertical  markets,  including  financial  services,
pharmaceuticals,  information  services and  government.  The segment's  service
delivery is tailored to the unique needs of the  customer,  its most basic being
to provide  skilled  professionals  to work at a single  customer  location on a
temporary basis. The segment's highest value to customers is in the provision of
customized  managed  staffing  solutions,  which may include serving as the lead
recruiter  among several  vendors,  the  procurement of hundreds of professional
employees across a broad geographic area, the provision of on-site management of
staffing  requirements and certain human resources functions and the utilization
of web-based  technology  to support these  functions.  The Company's PS segment
also  includes  AndersElite,  a major  provider  of  building  and  construction
professionals  based in the  United  Kingdom.  Approximately  75  percent of the
segment's  revenue is derived  domestically with the balance coming from foreign
operations.

In providing its staffing services, this segment recruits and hires employees or
secures supplier  associate  employees and provides these personnel to customers
for assignments that, on average,  last six to nine months. The vast majority of
services are performed in the customers' facilities  ("in-customer").  Customers
use the segment's  employees or supplier associate employees to meet peak period
personnel needs, to fill in for employees who are ill or on vacation, to provide
additional  capabilities  in  times  of  expansion  and  change,  and to work on
projects requiring specialized skills.

In managed  staffing,  this  segment not only  provides  employees  but may also
manage the customer's  entire contract  staffing needs, as well as certain human
resource functions required to manage the customer's  contract  workforce.  When
providing managed staffing services,  the segment frequently establishes on-site
offices at one or more of the  customer's  facilities,  staffs it with employees
from the segment and ties that office into the segment's  business  systems.  In
some  instances,  managed  staffing  services also include the  coordination  of
supplier  associates  employees  assigned to the  customer  from other  staffing
companies.  The  segment  may add value to its managed  staffing  services  with
web-based technology that helps to accelerate and streamline the procurement and
management  of  contract  employees  and the  coordination  and  supervision  of
supplier associates.

During the year ended December 31, 2002, PS provided  services to  approximately
2,100 customers. Historically, much of its business has been performed for large
multi-national  manufacturing and industrial  corporations,  but the segment has
begun  to  penetrate   non-industrial   fields  such  as   financial   services,
pharmaceuticals,  information  services  and  government.  In 2002,  one  large
industrial  corporation comprised 15 percent of PS' total revenues while the top
10 customers  accounted for less than 50 percent.  Customers are  geographically
dispersed.  Managed staffing  services are concentrated  among a small number of
these customers, which tend to be among the largest U.S. corporations.

In providing staffing services,  employees are hired by the segment and assigned
to  work  for a  customer.  The  duration  of an  assignment  depends  upon  the
customer's  needs for the  skills of an  individual  employee.  At the end of an
assignment,  the  employee  is  either  reassigned  within a  current  customer,
assigned to perform services with another customer, or employment is terminated.
Supplier  associates  employees  are  employed  by another  staffing  company or
contractor and are assigned to work for a customer.  At the end of an assignment
the services of supplier associates are usually terminated.

Pricing under  substantially all contracts between PS and its customers is based
on mark-ups on prevailing rates of pay. Contracts  generally do not obligate the
customer to pay for any fixed number of hours.  Segment revenues are recorded on
a gross basis as services are performed and associated costs have been incurred.
The segment records an administrative  fee as revenue where supplier  associates
are used.  Generally  the  customer  has the right to  terminate  the  contract,
usually on short  notice.  PS  maintains  the right to  terminate  its  staffing
employees at will.


PS' personnel are  attracted to this type of  employment by the  opportunity  to
work  on  "state-of-the-art"  projects  and by  the  geographic  and  industrial
diversity of the  assignments.  In addition,  they are generally  compensated at

<PAGE>

very competitive rates. In some cases, employees view these contract assignments
as  a  bridge  to  permanent  employment.  PS'  employees  are  subject  to  its
administrative  control. The customer retains technical and supervisory control.
When the segment  provides managed  staffing  services,  the segment may provide
additional administrative  supervision for its employees.  Supervisory personnel
at managed programs are generally  long-term  employees and are important to the
continuing relationship with customers.

The ability of PS to find and hire employees with the  capabilities  required by
customers  is critical to its  operations.  Such  personnel  usually  have prior
experience  in their  area of  expertise.  During  periods  of high  demand  for
specific skills, it is not uncommon for PS to experience  pressure to pay higher
wage  rates or lose  employees  to  competitors  who  will pay such  rates in an
attempt to attract  personnel with the required  skills.  Similarly,  wage rates
typically  decline  in periods of lower  demand  for such  skills.  To assist in
fulfilling its personnel needs, a computerized  retrieval system facilitates the
rapid selection of resumes on file so that customers' requirements may be filled
quickly.

PS operates through a network of  approximately 63 sales and recruiting  offices
located  in major  markets  throughout  the United  States  and 9  international
offices.   Marketing   activities  are  conducted  by  divisional  and  regional
management  to ascertain  opportunities  in specific  geographical  areas.  Each
office  assists  in  identifying  the  potential  markets  for  services  in its
geographic  area,  and  develops  that  market  through  personal  contact  with
prospective and existing customers. Additionally, PS' operating management stays
abreast of  emerging  demand for  services  so that  efforts  can be expanded or
redirected to take advantage of potential  business either in established or new
marketing  areas.  Customers  typically  invite  several  companies  to bid  for
contracts,  which are  awarded  primarily  on the  basis of  price,  value-added
services  and  prior  performance.   Many  times  customers  grant  multi-vendor
contracts.

Project Management ("PM")

PM  provides  engineering  and  information   technology   consulting,   project
management,  outsourcing  and related  staffing  services to  customers  in high
technology and capital intensive markets.  The segment provides high value-added
services and solutions to customers with contractual  engagements that generally
are more than a year in duration and focuses on the vertical markets to which it
delivers high-value services: aerospace technologies,  biotech & pharmaceutical,
chemical & industrial,  and  government.  In addition,  PM provides  information
technology outsourcing solutions. Substantially, all of the segment's revenue is
derived from domestic operations.

PM's services  typically  involve  managing a discrete  portion or portions of a
customer's  capital  project,  including,  but not  limited to,  preliminary  or
detailed plant design and construction management;  validation and commissioning
of a facility;  and  lifecycle  support.  To the extent such  activities  entail
design and  planning  work,  they are  typically  performed  in-house.  However,
construction  management,   validation,   commissioning  and  lifecycle  support
activities  are  generally   performed   on-site.   The  segment  also  provides
engineering  consulting  services  such  as,  feasibility  studies,   turnaround
management,  validation  services and technical  publications.  The segment also
delivers  information  technology  outsourced  solutions such as  infrastructure
management, enterprise support services and technology advisory services.

In both engineering and information technology outsourcing, this segment usually
takes over a customer's  entire  technical  department,  staffing the department
with employees,  and managing the production of the department's output. In most
instances, the managed department is located on-site at the customer's premises,
but in some cases the  customer may prefer an off-site  location.  In this case,
this  segment  may  need to  maintain  a  stand-alone  operation  that  provides
technology systems to support the operations for single or multiple customers.


<PAGE>

During the year ended December 31, 2002, PM provided  services to  approximately
330  customers.   In  2002,  one  large  multinational   corporation   comprised
approximately  10% of PM's total revenues.  Customers and project  locations are
geographically  dispersed.  Services  are  performed  in  customers'  facilities
on-site and in PM's own facilities ("in-house") depending upon industry practice
and the needs and preferences of customers.

PM's  personnel are attracted to this type of employment by the  opportunity  to
work  on  "state-of-the-art"  projects  and by  the  geographic  and  industrial
diversity of the projects.  In addition,  they are generally compensated at very
competitive rates.

When  performing  services on an in-customer  basis,  PM's employees are on PM's
payroll  and are  subject  to its  administrative  control.  When  services  are
performed  in-house,  PM generally provides  supervision for employees,  and may
have  increased  responsibility  for the  performance  of work that is generally
monitored in conjunction with customer personnel. This segment is not reliant on
supplier associates to any significant degree.

The ability of PM to find and hire employees with the  capabilities  required by
its customers is critical to its operations.  Such personnel  usually have prior
experience  in their  field of  expertise.  During  periods  of high  demand for
specific skills, it is not uncommon for PM to experience  pressure to pay higher
wage  rates or lose  employees  to  competitors  who  will pay such  rates in an
attempt to attract  personnel with the required  skills.  Similarly,  wage rates
typically decline in periods of lower demand for such skills.

Pricing under the majority of contracts between PM and its customers is based on
mark-ups on prevailing  hourly rates of pay,  whereby revenues are recorded on a
gross  basis.  Contracts  generally  do not obligate the customer to pay for any
fixed number of hours.  However,  less than 15% of PM's revenue was derived from
fixed-price  and  outsourcing  contracts.   In  these  instances,   the  Company
recognizes  revenue using the  percentage of  completion  method.  Generally the
customer has the right to terminate  the contract,  usually on short notice.  PM
maintains the right to terminate its employees at will.

PM  maintains  approximately  34  offices  across  the  United  States and has 5
international  offices.  Marketing  activities  are conducted by divisional  and
regional  management  to  ascertain  opportunities  for PM in specific  vertical
markets.  Each office assists in identifying the potential  markets and develops
that market through personal  contact with  prospective and existing  customers.
Additionally,  PM's operating  management  stays abreast of emerging  demand for
services so that  efforts can be expanded or  redirected  to take  advantage  of
potential  business in either  established  or new  marketing  areas.  Customers
typically  invite  several  companies  to bid for  contracts,  which are awarded
primarily on the basis of price, technological capability, value-added services,
and prior performance.

Management Recruiters International ("MRI")

MRI recruits executive, management, professional, technical, sales, and clerical
personnel for permanent employment positions with its customers.  Candidates are
recruited  for  many  different   capacities  including   accounting,   finance,
information technology, engineering, managerial, personnel, production, research
and development, sales, supervision, and technical. This segment derives revenue
mainly through its franchised operations.

Fees paid by the customer for  placement  services are generally a percentage of
the  annual  compensation  to be paid to the new  employee.  Fees  are paid on a
retainer  basis or on a contingent  basis after a qualified  candidate  has been
hired and remains  employed for a trial  period,  generally  30 days.  On large,
multiple placement projects,  MRI can be engaged on a retainer basis for up to a
year in duration.  MRI also provides certain  specialty  staffing on a temporary
basis,  at times with the objective of  permanently  placing such personnel with
the customer-employer. MRI employs these temporary personnel.

<PAGE>

As of December 31, 2002, MRI had approximately  1,145 franchised  offices and 13
company-owned  specialty  staffing offices providing  services to both large and
small employers in virtually all industries. The segment closed 21 company-owned
permanent  placement  offices  during 2002 and sold 11  company-owned  permanent
placement  offices  during the third  quarter of 2002.  Of the offices,  931 are
located  throughout the United States with 227 offices located  internationally.
All company-owned offices are located in the United States. The broad geographic
scope of operations  enables  franchisees to provide  nationwide  recruiting and
matching of employers  with job  candidates  in the United  States.  The network
utilizes an inter-office  referral system on both national and regional  levels,
which enables offices to cooperate in fulfilling a customer's requirements.  The
segment provided services to approximately 1,000 customers.

Franchisees  located in the U.S.  pay an initial  fee  approximating  $77,000 to
acquire a  franchise.  The fee is charged for  establishing  and  bringing a new
franchise into the system.  Franchisees  also pay ongoing  royalties  based on a
percentage of the franchisee's  placement fees.  Franchisees  benefit from MRI's
expertise in the  business,  from its  Internet  presence,  national  marketing,
public  relations  support,   purchasing  leverage  and  advertising  campaigns.
Further,  they receive extensive pre-opening training and start-up assistance on
site. Franchisees also have the right to use MRI's trade names, trademarks,  the
inter-office referral system, operating techniques, advertising materials, sales
programs,  video and live  interactive  training  programs,  computer  programs,
Internet and intranet systems, manuals and forms.

A large  number of  companies  are engaged in the  recruitment  business and MRI
encounters  significant  competition.  Employers  commonly  offer  more than one
company the  opportunity  to find  qualified  candidates  for a position  making
competition  for  qualified   individuals  intense.   MRI's  ability  to  obtain
placements  with  employers is determined  more on its ability to find qualified
candidates than on its fee structure.

Todays Staffing ("Todays")

The  Company's   Todays  operating   segment   primarily   provides   temporary,
administrative   and  office  support  staff,  as  well  as  legal  and  finance
professionals.  The segment  recruits and hires  employees  and  provides  these
personnel to the customer on a contract or project basis.  In managed  staffing,
the segment not only  provides the  employees  but also  manages the  customer's
entire  contract  staffing  needs.  This  segment  is not  reliant  on  supplier
associates to any significant degree.

Customers  retain  Todays to meet peak period  manpower  needs,  to  temporarily
replace  personnel on vacation and to staff  special  projects.  During the year
ended  December 31, 2002,  these services were provided to  approximately  5,700
customers.  This segment  focuses on small to medium-sized  customers  including
banks,  mortgage  and  insurance  companies,  investment  companies,  utilities,
hospitals, law firms and universities with no one customer exceeding 4% of total
revenue.

Services are  performed in  customers'  facilities  by Todays  employees who are
hired to work on customers'  projects.  The period of assignment  depends on the
need for the skills of the individual employee. At the end of an assignment,  an
employee is either reassigned  within the current customer,  assigned to perform
services  with  another  customer,  or  employment  is  terminated.  The average
assignment  duration is approximately nine weeks. Todays personnel are on Todays
payroll and are subject to its  administrative  control.  The  customer  retains
supervisory  control and  responsibility  for the  performance of the employee's
services.   The   ability   of  Todays  to  locate  and  hire   personnel   with
customer-specific capabilities is critical to its operations.

Pricing is based on mark-ups on prevailing rates of pay, and  arrangements  with
the customer  generally do not obligate the customer to pay for any fixed number
of hours.  Segment  revenues are recorded on a gross basis as in the PS segment.
Generally  the customer has the right to  terminate  services,  usually on short
notice. Todays maintains the right to terminate its staffing employees at will.

<PAGE>

Todays  operates  through a network  of  approximately  93 sales and  recruiting
offices,  of which 10 are  franchised  and situated in the United  States and 13
offices are located in Canada.  As part of the Plan of Restructure,  the segment
closed 15  company-owned  offices during 2002.  Each office is  responsible  for
determining  the  potential  market  for  services  in its  geographic  area and
developing that market through  personal  contact with  prospective and existing
customers.

Revenues from both company and franchised offices are reflected in the segment's
revenues.  Todays  employs  all  of the  temporary  personnel,  including  those
recruited  by the  franchised  offices,  and also bears the  responsibility  for
billing services to customers.  Franchisees are responsible for selling services
to customers,  recruiting temporary personnel and for administrative  costs. The
franchisee receives a portion of the gross profit on the franchised accounts.

Employees

At December 31, 2002 the  Registrant had  approximately  18,000  employees.  The
Registrant believes that its relations with its employees are generally good.

Access to Company Information

CDI Corp. electronically files its annual report on Form 10-K, quarterly reports
on Form 10-Q,  current  reports on Form 8-K, and all amendments to those reports
with the Securities and Exchange  Commission (SEC). The public may read and copy
any of the  reports  that are filed with the SEC at the SEC's  Public  Reference
Room at 450 Fifth  Street,  NW,  Washington,  DC 20549.  The  public  may obtain
information on the operation of the Public  Reference Room by calling the SEC at
1-800-SEC-0330.  The SEC  maintains an Internet site  (http://www.sec.gov)  that
contains reports, proxy, information statements, and other information regarding
issuers that file electronically.

CDI makes  available,  free of charge,  through its website or by  responding to
requests addressed to the Company's Vice President of Corporate  Communications,
its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, and all  amendments  to those reports filed by the Company with the
SEC  pursuant to Sections  13(a) and 15(d) of the  Securities  Exchange  Act, as
amended.  This report is available as soon as reasonably  practicable after such
material  is  electronically  filed  with or  furnished  to the  Securities  and
Exchange  Commission.  CDI's website address is:  "http://www.cdicorp.com".  The
information  contained on the Company's website,  or on other websites linked to
the Company's website, is not part of this document.

Item 2.    PROPERTIES

The Company has closed or sold  approximately 100 operating sites,  primarily in
the United States, as a result of its restructuring and cost reduction  efforts.
Many of these facilities are under non-cancelable operating leases. Accordingly,
the Company has  negotiated  lease  buy-outs or  subleases  to minimize the cash
outflow requirements. In connection with the Company's office closings, reserves
were  established  to reflect the net estimated  future cash outlays  related to
closed  office  leases.  There exists some risk that actual  future cash outlays
could exceed these reserves in the event of sublease defaults.  Refer to Note 16
(Leases)  of  the  Notes  to  Consolidated   Financial  Statements  for  further
information   concerning   operating  lease  obligations  and  related  sublease
arrangements.

As part of the Company's  restructuring and reorganization  efforts, some of the
Company's offices  accommodate more than one operating  segment.  In such cases,
square-foot usage is allocated among the segments based on planned utilization.


<PAGE>


The PS operating segment has  approximately 63 active facilities  throughout the
United   States  and  9  facilities   internationally,   occupying  a  total  of
approximately  230,000 square feet of space. Most of the active space is devoted
to sales,  marketing and administrative  functions,  and a small portion is used
for  in-house  operations.  The  facilities  are leased  under  terms  generally
extending up to five years.

The PM operating segment has  approximately 34 active facilities  throughout the
United   States  and  5  facilities   internationally,   occupying  a  total  of
approximately  372,000  square  feet of space.  Most of the space is  devoted to
in-house  services  and the  balance  to  sales,  marketing  and  administrative
functions.  The facilities are leased under terms generally extending up to five
years.

The MRI operating  segment occupies  approximately  82,000 square feet of office
space  at 13  active  locations,  primarily  for  franchise-support  back-office
functions.  The active  facilities are leased for varying terms, the majority of
which  extend up to five  years.  MRI also has  approximately  1,145  franchised
offices.  Generally,  franchisees  enter  into  their own  leases for which this
segment assumes no obligation.

The Todays  operating  segment  occupies  approximately  156,000  square feet of
office  space  in  approximately  83  active  locations  for  its  company-owned
temporary  services offices.  The active facilities are leased for varying terms
generally  extending up to five years.  Todays' also has 10 franchised  offices.
Franchisees  enter  into their own  leases  for which  this  segment  assumes no
obligation.

The Company's  corporate  headquarters is located in Philadelphia,  Pennsylvania
occupying  approximately  64,000  square  feet of  office  space.  CDI's  shared
services  center  occupies  approximately  37,000 square feet of office space in
Philadelphia  for back-office  functions.  CDI's shared services center is being
transitioned  from  Philadelphia to West Virginia.  The Philadelphia  facilities
have remaining lease terms of less than five years.


Item 3.   LEGAL PROCEEDINGS

          Not Applicable.


Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          Not applicable.

<PAGE>

PART II

Item 5.   MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
-------------------------------------------------------------------------------

Stock price and other  information  regarding the Company's  common stock is for
the years ended December 31, 2002 and 2001, and can be found in the table below.
CDI's common stock is traded on the New York Stock Exchange.


                                2002                             2001
                       -------------------------       ------------------------
                         High             Low              High        Low
                       --------         --------         --------    --------
First quarter          $23.78            18.58             17.00       12.00
Second quarter          32.55            22.06             18.20       12.50
Third quarter           32.49            22.90             18.45       11.05
Fourth quarter          29.30            23.43             20.50       13.82


No cash  dividends  were declared  during the years ended  December 31, 2002 and
2001. The Company has no present  intention of paying cash dividends  during the
year ending December 31, 2003.

Shareholders  of record on March 14, 2003  numbered 488. This number counts each
street name account as only one shareholder,  when, in fact, such an account may
represent  multiple owners.  Taking into account such multiple owners, the total
number of shareholders approximated 3,800.

On  October  14,  2002,  the  Company  issued  10,000  restricted  shares of the
Company's common stock to Jay G. Stuart,  the Company's Chief Financial Officer,
as part of an  arrangement  made to induce Mr.  Stuart to join the  Company.  On
November 18, 2002, the Company issued 3,000 restricted shares to an officer of a
subsidiary of the Company, as part of an arrangement made to induce that officer
to join the  subsidiary.  On June 17,  2002,  1,309  shares of common stock were
issued by the Company to an officer of another  subsidiary  of the Company  upon
vesting of units awarded to that officer under the Company's Stock Unit Plan. In
all three cases, the shares were issued in consideration for services  performed
or to be  performed  by the  recipient.  Each of  those  issuances  was  made in
reliance  on the  exemption  from  registration  found  in  section  4(2) of the
Securities Act of 1933.

<PAGE>

Item 6.   SELECTED FINANCIAL DATA

Following  is Selected  Financial  Data for the years ended  December  31, 2002,
2001,  2000,  1999 and 1998. The data presented is in thousands,  except for per
share data.

<TABLE>
<S>                                    <C>               <C>                <C>                <C>                <C>

                                           2002               2001               2000               1999               1998
                                       --------------    ---------------    ---------------    ----------------   ----------------
Earnings Data:
Revenues                           $     1,169,475          1,458,592          1,675,455           1,552,831          1,477,479
                                       ==============    ===============    ===============    ================   ================
 Earnings (loss) from              $         4,082           (16,704)             28,811              45,514             42,906
  continuing operations
  before cumulative effect
  of accounting change
 Discontinued operations                       527              1,094              4,192               6,933              2,671
 Cumulative effect of
  accounting change, net of
  tax                                      (13,968)                  -                 -                   -                  -
                                       --------------    ---------------    ---------------    ----------------   ----------------
Net (loss) earnings                $        (9,359)           (15,610)            33,003              52,447             45,577
                                       ==============    ===============    ===============    ================   ================

Basic (loss) earnings per share:
  Earnings (loss) from
   continuing operations           $          0.21              (0.88)              1.51                2.39               2.18
  Discontinued operations          $          0.03               0.06               0.22                0.36               0.14
  Cumulative effect of
   accounting change               $         (0.73)                 -                  -                   -                  -
  Net (loss) earnings              $         (0.49)             (0.82)              1.73                2.76               2.32

Diluted (loss) earnings per share:
Earnings (loss) from
 continuing operations             $          0.21              (0.88)              1.51                2.38               2.18
Discontinued operations            $          0.03               0.06               0.22                0.36               0.14
Cumulative effect of
 accounting change                 $         (0.71)                 -                  -                   -                  -
Net (loss) earnings                $         (0.48)             (0.82)              1.73                2.74               2.32

Cash dividends                     $             -                  -                  -                   -                  -

Balance Sheet Data:
 Total assets                              432,774            472,572            572,029        $    531,680            435,814
 Long-term debt
  (including current
  portion)                                     480              7,913             49,623        $     65,651             35,059
Shareholders' equity               $       307,801            310,650            325,795             293,844            240,369


</TABLE>

The financial data listed above has been restated to reflect 1) Emerging  Issues
Task Force  Consensus No.  01-14,  which deals with the  recognition  of certain
direct  expenses as a component of revenue and 2) SFAS 144,  which required that
Modern  Engineering's  operations  be treated as a  discontinued  operation as a
result of divestiture in 2002. Refer to Note 1 - Significant Account Policies of
Notes to the Consolidated Financial Statements for further information.


<PAGE>

Item 7.    MANAGEMENT'S DISCUSSION AND ANALYASIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

Overview

CDI participates in a market that is cyclical in nature and extremely  sensitive
to economic changes. As a result, the impact of economic changes on revenues and
operations can be volatile.  The Company's  consolidated  revenues have declined
30.2% since 2000. The most  significant  portion of that decline occurred in the
past year. Prior to 2001, CDI had established  significant personnel and complex
system  infrastructures  to support a high-growth  strategy through  broad-based
market penetration and acquisitions.  The dramatic slowdown in the United States
economy,  which  began  during  2000,  prompted  management  to  reconsider  its
strategy. In that regard, the Company initiated non-strategic  reductions in its
staff personnel and office  requirements in response to the drop in sales volume
during  mid-year  2001. At the same time,  strategic  reviews were  conducted to
develop a comprehensive new strategy.

In October of 2001, a new Chief Executive Officer began to address the Company's
operating challenges and developed a Plan of Restructure,  which was approved by
the Company's Board of Directors in December 2001. Under this multi-phased Plan,
CDI commenced a process in December 2001 that  continued into the fourth quarter
of 2002 to exit lower-margin  customer  contracts,  re-deploy assets (by selling
its Modern Engineering  subsidiary and certain MRI permanent placement offices),
support  growth in  higher-margin  businesses  and lower  its  break-even  point
through  structural cost  reductions.  This Plan of Restructure was announced in
three phases.  Phase 1,  announced in December  2001,  focused  primarily on the
Company's  newly  reorganized  PS  segment  as  well  as  simplification  of the
Company's core information  systems.  Phase 2, announced in March 2002,  focused
primarily on the Company's PM segment and Phase 3, announced in September  2002,
focused  primarily on Todays,  MRI and  back-office  services.  The Company also
achieved cost reductions through the streamlining of its information  technology
and financial systems, as well as operations  management and support structures.
Management reorganized its businesses into four operating segments: Professional
Services,  Project Management,  Management  Recruiters  International and Todays
Staffing.  In conjunction  with the Plan of  Restructure,  the Company  recorded
provisions for restructure in both 2002 and 2001 as noted below:

                                                 Years ended December 31,
                                              ---------------------------------
                                                         (in millions)
                                              ---------------------------------
                                                    2002               2001
                                              ---------------     -------------
Asset impairments                              $       3.2               13.8
Provision for severance                                3.5                4.7
Provision for termination of operating leases          5.9                3.5
                                              ---------------     -------------
                                               $       12.6              22.0
                                              ===============     =============

The breakdown of these costs by operating segment is as follows:

                                                 Years ended December 31,
                                               --------------------------------
                                                        (in millions)
                                               --------------------------------
                                                    2002              2001
                                               ---------------     ------------
 Professional Services                         $       2.5               11.6
 Project Management                                    4.0                7.1
 Todays Staffing                                       3.9                0.6
 Management Recruiters                                 1.6                1.9
 Corporate                                             0.6                0.8
                                               ---------------     ------------
                                               $      12.6               22.0
                                               ===============     ============


<PAGE>


The provisions for asset  impairment  primarily  relate to the write-down of the
Company's   Enterprise   Resource   Planning   (ERP)   System   that  was  fully
decommissioned  on June 30, 2002. The Company has been migrating to systems that
are  targeted  to  meet  specific  business  needs  with  lower  complexity  and
investment  requirement,  and support costs. During the decommissioning  period,
the Company recorded  approximately $7.0 million of accelerated  depreciation to
reflect the  revised  carrying  cost of the ERP System over its revised  service
life.  These  depreciation  costs were  recorded as a component of operating and
administrative expenses in 2002.

The  provisions  for  severance   relate  to  the  involuntary   termination  of
approximately  570 staff,  which were granted  discretionary  severances  by the
Company.  To the extent certain critical employees were granted stay-on bonuses,
such costs were charged to operations as services were  rendered.  Substantially
all employee terminations were completed by December 2002.

The provisions for the  termination of operating  leases relate to the Company's
decision to close approximately 100 offices under the Plan of Restructure.  Such
provisions  consider estimated  sublease rentals and anticipated lease buyouts.
Substantially all office closures were completed by December 2002.

Collectively, the Company recorded pre-tax provisions for restructuring of $34.6
million ($22.0  million in December  2001,  $4.1 million in March 2002, and $8.5
million in September 2002).  Phase 1 was fully  implemented by December 2002 and
Phases  2 and  3  were  substantially  completed  by  that  date.  The  Plan  of
Restructure,  together with other cost containment  initiatives launched in both
2001 and 2002 has resulted in significant reductions in CDI's cost structure. In
addition, there has been an ongoing focus on working capital management and cash
flows.  These  efforts have  resulted in an  improvement  in customer  repayment
terms, debt reduction,  and improved cash flows.  More importantly,  the Company
has improved discipline in its marketing and sales strategies and now focuses on
growth in targeted  vertical  markets  and in service  offerings  providing  the
greatest  opportunities to maximize returns.  Key service offerings in ascending
order of  returns  and  value to  customers  include:  administrative  staffing,
technical  (engineering)  staffing,  information  technology  staffing,  managed
solutions,  engineering and information technology  outsourcing,  and management
recruiting.

In 2002,  implementation  of the Plan of Restructure  resulted in year-over-year
cost reductions of approximately $42.0 million. In 2003, the Company anticipates
additional cost savings,  related to its Plan of Restructure,  of  approximately
$18  million.  At December 31,  2002,  the Company has a residual  restructuring
liability of $8.9 million,  which relates primarily to lease termination  costs.
The  severance  component of this  liability  will be liquidated in 2003 and the
lease  component  will be  substantially  liquidated  by  2005,  although  it is
management's intent to liquidate the lease obligations as soon as possible.

In addition to charges related to the Company's Plan of Restructure, the sale of
Modern Engineering,  and certain Company-owned  permanent placement offices, the
Company  has  recorded  certain  other  charges  in  each  of the  years  in the
three-year  period ended  December 31, 2002 that are  reflected in operating and
administrative  costs.  These amounts totaled $7.5 million in 2002, $8.8 million
in 2001, and $11.7 million in 2000. Such charges relate primarily to accelerated
depreciation  of  the  Company's  ERP  system,   various   accounts   receivable
adjustments,  non-strategic  reductions in both staff personnel and offices, and
the  settlement  of a dispute  with the  Company's  health  insurance  provider.
Further,  the  Company  ceased  amortizing  its  goodwill as of January 1, 2002.
Goodwill  amortization  for the years ended  December 31, 2001 and 2000 was $5.7
million and $5.5 million, respectively.

While the economic  environment  was  challenging  in 2002,  as evidenced by the
decline in revenue,  CDI began to reap the benefits of the actions  noted above.
In 2002, the Company improved its overall financial condition in both its income
statement and balance sheet by increasing  its operating  margins,  lowering its
costs structure, and collecting its receivables. CDI has established a financial
foundation  and strategy  that  management  believes can support both profit and
growth when the economy begins to improve.


<PAGE>

Results of Operations,  year ended December 31, 2002 vs. year ended December 31,
2001

Consolidated Results

The Company  recorded  consolidated  revenues of $1,169.5  million in 2002, down
$289.1 million or 19.8% from last year, as each operating segment reported lower
revenues.  Approximately  50% of this decline is  attributable  to the following
three items: 1) the decision to exit lower-margin  contracts primarily in the PS
segment;  2) the sale of the  company-owned  offices in MRI; and 3) the dramatic
decline in telecommunications work that is part of the PM segment. The remaining
decline is primarily  attributable  to the challenging  business  climate in the
U.S. economy, particularly in the information technology sector within PS and in
the Todays segment. MRI is also operating in a difficult job placement market as
employers delay hiring. However,  AndersElite in the U.K., which operates in the
PS segment,  experienced  strong growth in 2002.  Excluding all the revenue from
telecommunications  work in both 2002 and 2001, PM revenues  actually  increased
5.6 % in 2002 as compared to 2001. This growth was primarily  driven by revenues
in the biopharmaceutical and chemical sectors.

The Company's  gross profit of $304.8  million in 2002 is lower by $62.2 million
or 17.0% as compared to 2001,  primarily  due to lower sales  volume,  partially
offset by the  consolidated  gross profit margin  increase from 25.2% in 2001 to
26.1% in 2002.  This margin  improvement  reflects  the shift from  lower-margin
contracts to higher-margin and longer-cycle  assignments.  With the exception of
MRI, all operating  segments  showed  improved  gross profit  margins in 2002 as
compared to 2001.

In 2002,  operating  and  administrative  expenses  of $284.3  million are $83.8
million or 22.8% lower than operating and  administrative  expenses  incurred in
2001.  Approximately  $42.0  million  or 50.0%  of this  reduction  is  directly
attributable  to savings from the  aforementioned  Plan of Restructure and other
actions taken to reduce personnel  requirements,  office locations,  and systems
infrastructure.  In addition,  due to a  combination  of declines in revenue and
enhanced   financial   discipline,   expenses  were  reduced  by  $35.0  million
year-over-year.  Finally,  operating expenses in 2001 included almost $6 million
of goodwill amortization.

As  previously  discussed,   the  Company  instituted  a  multi-phased  Plan  of
Restructure in 2001.  The first phase of the Plan of  Restructure  resulted in a
pre-tax  charge  in 2001 of  $22.0  million.  Follow-up  phases  of the  Plan of
Restructure  were  defined,  planned  and  approved  by  management  in 2002 and
resulted in pre-tax charges of $12.6 million.

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

Operating  profit  for the year  ended 2002 was $6.7  million,  a $29.7  million
improvement over 2001. Despite the significant  decline in gross profit of $62.2
million, primarily as a result of the reduction in revenue, the Company was able
to achieve significant  reductions in its operating and administrative  expenses
of $83.8 million. In addition,  restructuring provisions were $9.4 million lower
in 2002, which were partially offset by a loss on sale of assets of $1.3 million
associated with its MRI company-owned permanent placement offices.

Net interest income was $0.1 million in 2002 as compared to net interest expense
of $3.1 million in 2001. This was due to the elimination of all bank borrowings,
as well as interest income from invested cash.

The Company's  effective  income tax rate was 38.1% in 2002,  37.5% in 2001, and
38.4% in 2000.

In June 2002, the Company sold the net operating assets of its subsidiary Modern
Engineering,  Inc.  ("Modern"),  which  operated  in its PM  operating  segment.
Accordingly,  Modern's  activity is reflected as discontinued  operations in the
accompanying  financial  statements  in  accordance  with  the  requirements  of
SFAS-144. All financial statements have been restated accordingly.

<PAGE>

In 2002,  the  Company  recorded  impairment  charges of $21.4  million,  ($14.0
million after-tax) for the write-off of goodwill. These charges primarily relate
to a former  acquisition  in the PS segment,  and are  presented  as a change in
accounting as of January 1, 2002, in accordance with the provisions of SFAS-142.

The  Company's  net loss per diluted  share in 2002 was $0.48  compared to a net
loss per diluted  share of $0.82 in 2001.  Acquisition  activity in 2002 or 2001
was not  significant  and  therefore  did not  have  any  meaningful  effect  on
operations.

Segment Discussion

Professional Services ("PS")

PS's  revenues  of $622.9  million  decreased  $186.6  million  in 2002 or 23.1%
compared to 2001. A significant reason for this segment's year-over-year decline
in revenue is attributable to the planned exit of approximately $85.0 million of
certain  lower-margin  contracts  as part  of the  Company's  newly  implemented
strategy. The remaining decline is related to softening demand in both technical
services and  information  technology  sectors,  a weakening  economy,  offshore
competition,   and  pricing  pressures   particularly   within  the  information
technology sector. Partially offsetting this revenue trend in 2002, was a strong
revenue improvement in the U.K. operations of AndersElite. AndersElite's market,
professional services in the construction trades, has remained largely immune to
the general declines in the U.K. staffing market.

PS's operating  profit was $6.9 million in 2002 compared to an operating loss of
$4.0 million in 2001. Primarily as a result of aggressive  restructuring efforts
in 2002, the most significant  factor in this improvement in profitability was a
reduction  in  operating  and  administrative  expenses of  approximately  $27.1
million.   In  addition,   improved   segment   performance  was  due  to  lower
restructuring  charges  in 2002  of $9.1  million.  Partially  offsetting  these
improvements in operating  profit was a $25.3 million  reduction in gross profit
($34.4  million of the decline was related to the fall-off in revenue  partially
offset by a $9.1 million  improvement in the gross profit rate).  This segment's
gross  profit  rate  improved  150 basis  points on a  year-over-year  basis due
primarily  to having  exited very low margin  business  during the first half of
2002.

Project Management ("PM")

PM's  revenues  of $311.3  million  in 2002  decreased  $40.9  million  or 11.6%
compared to 2001. This segment  includes the  telecommunications  sector,  which
experienced  significant  declines  due  to  the  dramatic  issues  facing  that
industry.  Excluding the impact of the telecommunications business fall-off, the
PM segment experienced 5.6% revenue growth year-over-year.

PM's operating  profit was $9.4 million in 2002 compared to an operating loss of
$11.0 million in 2001.  Several  factors  contributed to the improvement in 2002
operating  profit.  The most significant  improvement in  profitability  was the
reduction in operating and administrative  expenses of $20.7 million,  primarily
as a result of  restructuring  efforts  implemented  in early 2002. In addition,
reductions  in  restructuring  provisions of $3.1 million  further  improved the
operating  results.  As a result  of the  decline  in  revenue,  this  segment's
year-over-year gross profit declined $3.4 million.  This decline is comprised of
$9.2 million related to reduction in revenue,  which was substantially offset by
a $5.8 million  improvement in gross profit margin.  The segment's  gross profit
margin performance improved by 180 basis points, on a year-over-year  basis, due
to the segment's focus on high-margin  value-added business  particularly within
the pharmaceuticals and biotechnology sectors.

Todays Staffing ("Todays")

Todays'  revenues of $149.4  million in 2002  decreased  $44.3  million or 22.9%
compared to 2001.  Todays' volume of business declined steadily  throughout 2002
and 2001. Two primary factors that  contributed to Todays' revenue  declines are
the softening of the U.S.  economy and severe  competitive  pressures on pricing
that  resulted  in lost  customers.  In  response,  the  Company  implemented  a
restructuring plan in the third quarter of 2002. This plan was designed to lower
costs while improving  Todays'  business model. As a result,  Todays is now more
competitive, as evidenced by the improvements in its revenue pattern.

<PAGE>

Todays'  operating  profit was $1.5 million as compared to $2.6 million in 2001.
The  restructuring  and  cost-saving  initiatives in 2002 and 2001 resulted in a
reduction in operating and administrative  expenses of $13.8 million compared to
2001, which was partially  offset by an increase in restructuring  provisions of
$3.4 million . These actions  resulted in a lower fixed cost base. These savings
were offset by a $11.5  million  reduction  in gross  profit that was  primarily
attributable  to the revenue  decline  noted above.  Gross  profit  margins were
relatively comparable year-over-year.

Management Recruiters ("MRI")

MRI's  revenues  of $85.9  million  in 2002  decreased  $17.3  million  or 16.8%
compared to 2001,  primarily as the result of a sluggish economy,  which reduced
demand  for its  services.  Approximately  30.0%  of  this  revenue  decline  is
attributable to the company-owned  permanent placement offices that were sold in
the third quarter of 2002.  The overall  decline in revenue was  experienced  in
both  MRI's   company-owned   specialty  staffing  offices  and  its  franchised
locations.

Operating  profit in 2002 was $6.9 million as compared to $12.7 million in 2001.
The  lower  operating  profit  in 2002 was  primarily  due to the  reduction  in
revenues,   which  were  partially   offset  by  the   elimination  of  goodwill
amortization. In 2001, goodwill amortization was approximately $1.3 million.

Corporate

Corporate expenses totaled $18.0 million in 2002 as compared to $23.4 million in
2001.  The reduction in corporate  expenses  resulted  from reduced  spending on
information  technology  infrastructure  and  tighter  cost  controls.  Further,
operating  and  administrative   expenses  in  2001  included  $3.1  million  of
event-driven    charges   that   were   primarily    attributable   to   various
corporate-controlled investment write-offs.

Results of Operations,  year ended December 31, 2001 vs. year ended December 31,
2000

Consolidated Results

The Company  recorded  consolidated  revenues of $1,458.6  million in 2001, down
$216.9 million or 12.9% as compared to 2000, as each operating  segment reported
lower revenues. The continuing economic slowdown in the United States throughout
2001 adversely  affected the staffing industry and was the primary  contributing
factor to the decline in revenues.

Consolidated  gross profit of $367.0 million in 2001 was down $78.8 million,  or
17.7% as compared to 2000.  This  reduction  was  primarily  driven by the 12.9%
reduction in volume and  deterioration in the  consolidated  gross profit margin
that was 25.2% of revenues in 2001 compared to 26.6% in 2000.  This reduction in
the gross  profit rate  primarily  reflected  higher  employee  costs and a less
favorable mix of business as the economy  softened in virtually  every operating
segment.

Operating  and  administrative  expenses  of $368.1  million  in 2001 were $24.4
million  or 6.2% lower  than  expenses  incurred  in 2000.  Contributing  to the
decrease in operating and  administrative  expenses in 2001 were several factors
including  reductions  related to the decline in sales volume and  approximately
$9.1 million of savings  from various  initiatives  implemented  throughout  the
year.

As previously  stated, the Company instituted a multi-phased Plan of Restructure
in 2001. The first phase of the Plan of Restructure resulted in a pre-tax charge
in 2001 of $22.0  million.  The Company did not  conduct  similar  restructuring
activities in 2000.

The operating loss for the year ended 2001 was $23.0 million, reflecting a $76.4
million  decline from 2000. The largest factor  contributing  to this decline is
directly related to a $78.8 million reduction in gross profit resulting from the
significant  fall-off in year-over-year  revenues noted above. Also contributing
to the loss was the aforementioned  restructuring charge of $22.0 million, which

<PAGE>

was offset slightly by volume-related  declines in operating and  administrative
expenses.

Interest expense of $3.1 million in 2001 declined $2.1 million or 40.9% from the
prior year, due to reduced average  borrowings  during the year as well as lower
interest rates.

The Company's effective income tax rate was 37.5% in 2001 and 38.4% in 2000.

In June 2002, the Company sold the net operating assets of its subsidiary Modern
Engineering,  Inc.  ("Modern"),  which  operated  in its PM  operating  segment.
Accordingly,  Modern's  activity is reflected as discontinued  operations in the
accompanying  financial  statements  in  accordance  with  the  requirements  of
SFAS-144. All enclosed financial statements have been restated accordingly.

The  Company's  net loss per share in 2001 was $0.82  compared to  earnings  per
diluted share of $1.73 in the prior year.  Acquisition activity in 2001 and 2000
was not significant.

Segment Discussion

Professional Services ("PS")

PS'  revenues of $809.5  million  decreased  $102.2  million in 2001 or 11.2% as
compared to 2000. This segment  experienced lower revenues in 2001 primarily due
to  softening  demand in both  technical  services  and  information  technology
sectors;  a weakening  economy,  off shore  competition  and  pricing  pressures
particularly  within the  information  technology  sector.  Virtually all of the
segment's business lines, with the exception of its AndersElite U.K. operations,
were adversely impacted.

The segment reported an operating loss of $4.0 million in 2001 as compared to an
operating profit of $20.1 million in 2000. The most significant factor impacting
2001 operating profit was the significant decline in year-over-year gross profit
of $18.6 million. This segment's 2001 results were also adversely impacted by an
$11.6 million charge related to the Plan of Restructure,  partially  offset by a
reduction in operating and  administrative  expenses of $6.1 million,  primarily
due to  reductions  in other  charges.  The most  significant  component of such
charges was  related to a  settlement  of a dispute  with the  Company's  health
insurance provider in 2000.

Project Management  ("PM")

PM's  revenues  of $352.2  million in 2001  decreased  $35.8  million or 9.2% as
compared to 2000.  The segment  includes the  telecommunications  sector,  which
experienced  significant  declines  due  to the  issues  facing  that  industry.
Excluding the decline in its telecommunications  business, PM's revenues in 2001
were flat compared to 2000.

PM's operating loss was $11.0 million in 2001 as compared to an operating profit
of $12.6 million in 2000.  Government  Services and  Innovantage  experienced an
increase in operating  profit in 2001 as compared to 2000;  while the  aerospace
business, the Engineering Group and telecommunications  experienced a decline in
operating profit, with the latter two businesses incurring operating losses. The
primary factor  contributing to the decline in operating profit was related to a
$11.4 million  reduction in gross profit ($8.3 million of the decline related to
the fall-off in volume and $3.1 million was attributable to erosion in the gross
profit  margin).  The  decline in the  year-over-year  gross  profit  margin was
related  to a  less  favorable  mix of  business  as the  economy  softened.  In
addition, PM incurred $7.1 million of restructuring charges during 2001 (none in
2000) and an increase of $5.1 million in operating and  administrative  expenses
including event-driven items.

Todays Staffing ("Todays")

Todays'  revenues of $193.7 million in 2001 decreased  $45.2 million or 18.9% as
compared  to  2000,  as  the  slowing  economy  particularly   impacted  Todays'
administrative  staffing  business.  The segment also experienced an unfavorable
change in its business mix.


<PAGE>


Todays had an operating  profit of $2.6 million in 2001 compared to an operating
profit of $15.2 million in 2000. This decline in operating  profit was primarily
related to a $14.5 million decline in gross profit. Of the $14.5 million decline
in gross profit,  approximately $12.8 million was attributable to the decline in
revenue  with the  balance  relating  to a 90 basis  point  decline in the gross
profit  margin,  which was the result of the  change in its  business  mix.  The
balance of the decline is primarily  attributable to various  restructuring  and
other charges.

Management Recruiters ("MRI")

MRI's  revenues of $103.2  million in 2001  decreased  $33.6 million or 24.6% as
compared to 2000  reflecting  the  slowing  economy and its impact on demand for
permanent placement services. Revenues declined in both MRI-owned and franchised
operations.

This  segment's  operating  profit was $12.7  million in 2001 as  compared to an
operating  profit of $30.7 million in 2000.  Operating  profit declined by $34.3
million primarily due to the contraction in revenues,  as well as a $1.9 million
restructuring  charge in 2001.  Partially  offsetting  these impacts was a $18.2
million reduction in operating and  administrative  expenses.  This reduction is
primarily related to the contraction in year-over-year revenue.

Corporate

Corporate expenses declined to $23.4 million in 2001as compared to $25.3 million
in 2000. The reduction in corporate  expenses  resulted from reduced spending on
information technology infrastructure and tighter cost controls.

Inflation

PS, PM and Todays  segments'  services are priced generally based on mark-ups on
prevailing  rates of pay, and as a result are able to generally  maintain  their
relationship  to direct  labor  costs.  MRI's  search  services  are priced as a
function  of salary  levels of the job  candidates.  In 2001,  employee  benefit
costs,  primarily  health care costs,  rose due to an increase in the  Company's
health insurance premiums.  After the significant rise in insurance costs during
2001,  the  Company  implemented  a plan to reduce  these costs  through  higher
co-pays and pricing  adjustments  during 2002. This strategy allowed the Company
to offset a portion of these  costs.  The  Company is  continuing  to review its
options to further  reduce these  costs,  which the Company does not believe are
representative of general inflationary trends. Otherwise, inflation has not been
a meaningful factor in the Company's operations.

Liquidity and Capital Resources

The total cash,  cash  equivalents,  and short-term  investments at December 31,
2002 were  approximately  $94.0 million (adjusted for outstanding checks of $6.0
million),  which is a $77.7 million increase over 2001. In addition, the Company
reduced its debt by $7.4 million and eliminated all bank  borrowings.  CDI feels
that this source of cash is more than adequate to support growth  opportunities.
Furthermore,  the  favorable  cash position has allowed the Company to terminate
its $75.0  million  credit  agreement  with a syndicate of banks that was due to
expire on March 31, 2003.

At December 31, 2002,  the Company had  approximately  $41.1 million in cash and
cash equivalents and approximately $58.5 million of additional funds invested in
short-term  investments.  In 2002, the Company  generated  $83.9 million in cash

<PAGE>

from  operating  activities,  a decrease of $15.0 million when compared to 2001.
The largest component of change was in accounts receivable,  resulting from both
revenue declines and collection activities.

The  Company's  main  asset is its  accounts  receivable  of $189.6  million  or
approximately  44% of total  assets  at the end of 2002.  Receivables  decreased
$63.2 million or 25.0% over 2001. CDI's days sales  outstanding  cycle was at 58
days, a decrease of 2 days over 2001.

In 2002,  cash used in investing  activities  was $70.4  million.  This activity
includes  the purchase of $58.5  million of  short-term  investments.  Excluding
short-term  investments,  investing  activities  in 2002 were  $11.9  million as
compared to $29.2  million in 2001.  The reduction of $17.3 million in investing
activities  was  primarily  from  decreases in  investments  in fixed assets and
acquisitions.  Acquisition  activity  in 2002  related  to the  purchase  of the
minority interest in a subsidiary.

During 2001, the Company  liquidated  all of its bank  borrowings by eliminating
$55.5 million of long-term debt. As a result, cash used in financing  activities
declined $49.8 million to $7.4 million in 2002. Financing activities during 2002
represents  full repayment of $4.7 million  relating to a loan note from a prior
acquisition and $2.7 million of payments on other debt.

Summarized  below are the Company's  obligations  and commitments to make future
payments under lease agreements and debt obligations as of year-end 2002:

<TABLE>
<S>                                     <C>         <C>           <C>           <C>          <C>
                                                    Less than 1       1-3                    More than 5
                                          Total        year          years      3-5 years       years
                                        ---------   -----------   ----------    ---------    ------------
Operating leases                        $ 43,650    $ 13,149      $  19,255     $  5,619     $    5,627
Short-term borrowings                        480         480              -            -              -
                                        ---------   -----------   ----------    ---------    ------------
Total                                   $ 44,130    $ 13,629      $  19,255     $  5,619     $    5,627
                                        =========   ===========   ==========    =========    ============

</TABLE>

Critical Accounting Policies

The financial  statements  were prepared in accordance  with generally  accepted
accounting  principles,  which requires management to make subjective decisions,
assessments,  and  estimates  about the  effect of matters  that are  inherently
uncertain.  As the number of variables and  assumptions  affecting the judgments
increases, such judgments become even more subjective. While management believes
that its assumptions are both reasonable and appropriate,  actual results may be
materially different than estimated. The Company has identified certain critical
accounting policies, described below, that are the most susceptible to judgment.

Accounting for Impairment of Goodwill

Effective  January 1, 2002,  the Company  adopted SFAS 142,  "Goodwill and Other
Intangible Assets".  Accordingly,  the Company discontinued  amortizing goodwill
and began applying the specific guidance contained in that Statement to evaluate
the carrying  value and  recoverability  of its goodwill by evaluating  the fair
market value of the reporting units within which goodwill  resides.  The process
of estimating  fair value,  in part,  relies on the use of forecasts to estimate
future cash flows expected from a reporting  unit. The estimation of future cash
flows, based on reasonable and supportable assumptions and projections, requires
management's  subjective judgments.  The time periods for estimating future cash
flows are lengthy,  which  increases the risk that actual  future  results could
significantly  deviate from estimates.  As of December 31, 2001, the Company had
net goodwill of $87.5  million of which,  $21.4 million was impaired and written
off as of January 1, 2002.  The valuations  for certain  reporting  units of the
Company were  substantially  in excess of the carrying value of their respective
net assets including goodwill.  However,  the valuations for certain other units
were more closely aligned to the carrying value of their  respective net assets,
which  includes  goodwill.  Changes in future market  conditions,  the Company's
strategy or other factors could impact upon the future values of these reporting
units, which could result in future impairment charges.

Accounting for Income Taxes

In  establishing  the provision for income taxes and deferred  income tax assets
and  liabilities,  and valuation  allowances  against  deferred tax assets,  the
Company makes judgments and interpretations based on enacted tax laws, published
tax guidance,  as well as estimates of future earnings. As of December 31, 2002,
the Company has total net deferred tax assets of $24.9  million.  This  includes
$4.3  million,  which  relates  primarily  to state  net  operating  loss  carry
forwards,   capital  loss  carry  forwards  and  other  miscellaneous   credits.
Realization of deferred tax assets is dependent upon the likelihood  that future
taxable  income will be sufficient to realize these  benefits over time, and the
effectiveness of tax planning  strategies in the relevant tax jurisdictions.  In
the event that actual  results  differ  from these  estimates  and  assessments,
additional valuation allowances may be required.

<PAGE>

Allowance for Uncollectible Receivables

When determining the allowance reserves for potentially  uncollectible  accounts
receivable,  the Company must apply judgment. Such judgments include assessments
about changes in economic conditions, concentration of receivables among clients
and industries,  recent write-off trends, rates of bankruptcy, credit quality of
specific  customers  and risks related to the exiting of  lower-margin  customer
contracts.  As a result of  deteriorating  economic  conditions,  large customer
mergers and other factors,  the Company's allowance reserves have increased as a
percent of receivables  and sales over the past few years. At December 31, 2002,
this   reserve  was  $7.7  million  or  3.9%  of  gross   accounts   receivable.
Unanticipated changes in the financial condition of customers, the resolution of
various  disputes,  or  significant  changes  in the  economy  could  impact the
reserves required.

Accounting for Stock Options

The Company has used stock options to attract,  retain and reward  employees for
long-term service.  Generally accepted  accounting  principles allow alternative
methods of accounting  for these  awards.  The Company has chosen to account for
its stock plans (including stock option plans) under APB Opinion 25, "Accounting
for Stock Issued to Employees".  Since option exercise prices reflect the market
value per share of the  Company's  stock upon  grant,  no  compensation  expense
related to stock options is reflected in the Company's  income  statement.  SFAS
123,  "Accounting  for  Stock-Based  Compensation",  prescribes the  alternative
method of accounting for stock options.  Had SFAS 123 been adopted,  the Company
would have recorded  additional  pre-tax costs of approximately $1.8 million for
the year ended December 31, 2002. The pro-forma compensation cost was calculated
using the Black-Scholes Options Pricing Model, which includes estimates based on
assumptions  for the risk-free  interest  rate,  life of options and stock price
volatility.  Changes in the  underlying  assumptions  could impact the pro-forma
compensation cost.

New Accounting Pronouncements

In June 2002,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial   Accounting  Standard  No.  146  (SFAS  146)  "Accounting  for  Costs
Associated with Exit or Disposal  Activities",  which  supersedes EITF No. 94-3,
"Liability  Recognition  for Certain  Employees  Termination  Benefits and Other
Costs  to  Exit  an   Activity   (including   Certain   Costs   Incurred   in  a
Restructuring)".  SFAS 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred, rather than at the date of a
commitment to an exit or disposal plan as required by EITF No. 94-3. SFAS 146 is
effective for restructuring  activities  initiated after December 31, 2002. This
Statement does not require companies to adjust  restructuring  reserves recorded
before  2003.  The  Company  will  apply SFAS 146 to future  restructurings,  if
applicable.  Currently,  there is no intention to initiate such action. Refer to
Forward Looking Statements below.

In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standard No. 148 (SFAS 148)  "Accounting  for Stock-Based
Compensation--Transition  and  Disclosure--an  amendment of FASB  Statement  No.
123". This Statement amends FASB Statement No. 123;  "Accounting for Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement  123 to require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the effect of the method  used on reported  results.  Refer to
Note 1 of CDI`s annual financial  statements for additional  disclosures related
to stock-based compensation. The transition provisions of SFAS 148 are effective
for years beginning after December 15, 2002. The Company is currently  assessing
the potential impact this Statement may have on the Company's financial position
or results of operations  should it elect to apply the transition  provisions of
this Statement.

Effective  December  15,  2002,  the  Company  adopted  FIN No. 45  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others." This  Interpretation  elaborates on the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize, at the inception of a

<PAGE>

guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the  guarantee.  The Company has assessed  this  Interpretation  and has
provided  the  necessary  disclosures  in Note 16 of the  Notes to  Consolidated
Financial Statements.

Forward Looking Statements

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

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

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

Certain  information  in this  report,  including  Management's  Discussion  and
Analysis  of   Financial   Condition   and  Results  of   Operations,   contains
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933 and Section 21E of the  Securities  Exchange Act of 1934.
Certain   forward-looking   statements   can  be   identified   by  the  use  of
forward-looking  terminology  such as,  "believes",  "expects,"  "may,"  "will,"
"should,"  "seeks,"   "approximately,"   "intends,"  "plans,"   "estimates,"  or
"anticipates"  or the negative thereof or other  comparable  terminology,  or by
discussions of strategy, plans or intentions. Forward-looking statements involve
risks and  uncertainties  that could cause actual  results to differ  materially
from  those  in  the  forward-looking   statements.   These  include  risks  and
uncertainties such as competitive  market pressures,  material changes in demand
from larger  customers,  availability  of labor,  the Company's  performance  on
contracts,  changes  in  customers'  attitudes  toward  outsourcing,  government
policies or judicial  decisions  adverse to the  staffing  industry,  changes in
economic   conditions   and  delays  or   unexpected   costs   associated   with
implementation  of the Company's Plan of Restructure.  Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of  the  date  hereof.   The  Company  assumes  no  obligation  to  update  such
information.


Item 7a.  Quantitative and Qualitative Disclosures About Market Risk

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

<PAGE>

The  Company's  exposure  to interest  rate  changes is not  significant.  As of
December 31, 2002 and 2001,  there were no bank  borrowings and only  immaterial
amounts of other debt  outstanding,  none of which was variable  rate debt.  The
Company's  investment  in money  market  and other  short-term  instruments  are
primarily at variable rates.

<PAGE>

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                           CDI CORP. AND SUBSIDIARIES
                       Consolidated Statements of Earnings
                  Years ended December 31, 2002, 2001 and 2000
                     (In thousands, except per share data)

<TABLE>

<S>                                                                     <C>                 <C>                <C>
                                                                             2002                2001               2000
                                                                        ----------------    ---------------    ----------------
Revenues                                                                 $  1,169,475          1,458,592           1,675,455

Cost of services                                                              864,682          1,091,575           1,229,616
                                                                        ----------------    ---------------    ----------------
Gross profit                                                                  304,793            367,017             445,839

Operating and administrative expenses                                         284,282            368,086             392,500

Provision for restructure                                                      12,551             21,958                   -

Loss on the sale of assets                                                      1,259                  -                   -
                                                                        ----------------    ---------------    ----------------
Operating profit (loss)                                                         6,701            (23,027)             53,339

Interest (income) expense, net                                                   (115)             3,065               5,189
                                                                        ----------------    ---------------    ----------------

Earnings (loss) from continuing operations before
 income taxes, minority interests and cumulative
 effect of accounting change                                                    6,816            (26,092)             48,150

Income tax (expense) benefit                                                   (2,599)             9,794             (18,467)
                                                                        ----------------    ---------------    ----------------
Earnings (loss) from continuing operations before
 minority interests and cumulative effect of accounting change                  4,217            (16,298)             29,683

Minority interests                                                                135                406                 872
                                                                        ----------------    ---------------    ----------------

Earnings (loss) from continuing operations before
 cumulative effect of accounting change                                         4,082            (16,704)             28,811

Discontinued operations                                                           527              1,094               4,192

Cumulative effect of accounting change, net of tax                            (13,968)                 -                   -
                                                                        ----------------    ---------------    ----------------
Net (loss) earnings                                                      $     (9,359)           (15,610)             33,003
                                                                        ================    ===============    ================

Basic (loss) earnings per share:
  Earnings (loss) from continuing operations                             $       0.21              (0.88)               1.51
  Discontinued operations                                                $       0.03               0.06                0.22
  Cumulative effect of accounting change                                 $      (0.73)                 -                   -
  Net (loss) earnings                                                    $      (0.49)             (0.82)               1.73

Diluted (loss) earnings per share:
  Earnings (loss) from continuing operations                             $       0.21              (0.88)               1.51
  Discontinued operations                                                $       0.03               0.06                0.22
  Cumulative effect of accounting change                                 $      (0.71)                 -                   -
  Net (loss) earnings                                                    $      (0.48)             (0.82)               1.73

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


                           CDI CORP. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                           December 31, 2002 and 2001
                       (In thousands, except share data)

<TABLE>

<S>                                                                    <C>                    <C>
                                                                              2002                  2001
                                                                       -------------------    ------------------
Assets
Current Assets:
  Cash and cash equivalents                                              $       41,148                26,255
  Accounts receivable, less allowance for doubtful
   accounts of $7,683 - 2002; $8,162 - 2001                                     189,557               252,721
  Short-term investments                                                         58,477                     -
  Prepaid expenses                                                                6,403                 6,577
  Income taxes receivable                                                         6,101                     -
  Deferred income taxes                                                          13,195                16,786
  Assets of discontinued operations                                                   -                14,840
                                                                       -------------------    ------------------
     Total current assets                                                       314,881               317,179

Fixed assets, net                                                                29,134                49,989
Deferred income taxes                                                            11,750                 5,709
Goodwill, net                                                                    68,334                87,469
Other assets                                                                      8,675                12,226
                                                                       -------------------    ------------------
                                                                         $      432,774               472,572
                                                                       ===================    ==================

Liabilities and Shareholders' Equity
Current Liabilities:
  Obligations not liquidated because of outstanding checks               $        5,978                10,304
  Accounts payable                                                               25,008                29,684
  Withheld payroll taxes                                                          2,773                 5,597
  Accrued compensation and related costs                                         52,914                46,008
  Other accrued expenses                                                         29,328                42,620
  Income taxes payable                                                                -                 2,512
  Current portion of long-term debt                                                 480                 7,913
  Liabilities of discontinued operations                                              -                 3,513
                                                                       -------------------    ------------------
     Total current liabilities                                                  116,481               148,151

Deferred compensation                                                             8,492                12,396
Minority interests                                                                    -                 1,375

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 20,313,915 shares - 2002; 20,078,972 shares -
   2001                                                                           2,031                 2,008
  Class B common stock, $.10 par value - authorized
   3,174,891 shares; none issued                                                      -                     -
  Additional paid-in capital                                                     22,975                17,629
  Retained earnings                                                             306,339               315,698
  Accumulated other comprehensive loss                                             (610)               (2,038)
  Unamortized value of restricted stock issued                                     (800)                 (690)
  Less common stock in treasury, at cost - 958,465 shares -
   2002; 950,502 shares - 2001                                                  (22,134)              (21,957)
                                                                       -------------------    ------------------
     Total shareholders' equity                                                 307,801               310,650
                                                                       -------------------    ------------------
                                                                         $      432,774               472,572
                                                                       ===================    ==================

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


                           CDI CORP. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                  Years ended December 31, 2002, 2001 and 2000
                                 (In thousands)

<TABLE>

<S>                                                                     <C>                 <C>                <C>
                                                                             2002                2001               2000
                                                                        ----------------    ---------------    ----------------
Continuing Operations
Operating activities:
  Net (loss) earnings                                                    $     (9,359)           (15,610)             33,003
  Net income from discontinued operations                                        (527)            (1,094)             (4,192)
  Cumulative effect of accounting change, net of tax                           13,968                  -                   -
                                                                        ----------------    ---------------    ----------------
  Earnings (loss) from continuing operations                                    4,082            (16,704)             28,811

  Minority interests                                                              135                406                 872
  Depreciation                                                                 24,457             21,926              17,661
  Amortization of goodwill                                                          -              5,706               5,518
  Non-cash provision for restructure expenses                                   8,530             21,409                   -
  Loss on sale of assets                                                        1,259                  -                   -
  Income tax (expense) benefit less tax payments                                 (612)           (22,150)               (920)

  Change in assets and liabilities, net of effects from acquisitions:
   Decrease (increase) in accounts receivable                                  62,233            103,479             (22,450)
   (Decrease) increase in payables and accrued expenses                       (18,086)           (18,381)             22,673
   Other                                                                        1,852              3,145              (1,349)
                                                                        ----------------    ---------------    ----------------
                                                                               83,850             98,836              50,816
                                                                        ----------------    ---------------    ----------------

Investing activities:
  Purchases of fixed assets                                                   (10,144)           (19,112)            (29,792)
  Purchases of short-term investments                                         (58,477)                 -                   -
  Acquisitions, net of cash acquired                                           (4,146)           (11,806)            (11,677)
  Other                                                                         2,415              1,742              (1,517)
                                                                        ----------------    ---------------    ----------------
                                                                              (70,352)           (29,176)            (42,986)
                                                                        ----------------    ---------------    ----------------
Financing activities:
  Borrowings on long-term debt                                                      -             10,581              37,661
  Payments on long-term debt                                                   (7,433)           (55,530)            (53,689)
  Obligations not liquidated because of outstanding checks                     (4,326)           (12,264)              1,354
  Proceeds from stock plans                                                     4,476                  -                 231
  Other                                                                          (158)                 4                 (60)
                                                                        ----------------    ---------------    ----------------
                                                                               (7,441)           (57,209)            (14,503)
                                                                        ----------------    ---------------    ----------------

Net cash flows from continuing operations                                       6,057             12,451              (6,673)
Net cash flows from discontinued operations                                     8,836              2,372               6,676
                                                                        ----------------    ---------------    ----------------
Increase in cash and cash equivalents                                          14,893             14,823                   3
Cash and cash equivalents at beginning of year                                 26,255             11,432              11,429
                                                                        ----------------    ---------------    ----------------

Cash and cash equivalents at end of year                                 $     41,148             26,255              11,432
                                                                        ================    ===============    ================

</TABLE>

          See accompanying notes to consolidated financial statements.

<PAGE>


                           CDI CORP. AND SUBSIDIARIES
                 Consolidated Statements of Shareholders' Equity
                  Years ended December 31, 2002, 2001 and 2000
                                 (In thousands)

<TABLE>

<S>                                                                     <C>                 <C>                 <C>
                                                                             2002                2001                2000
                                                                        ----------------    ----------------    ----------------
Common stock
  Beginning of year                                                      $      2,008               2,002               2,000
  Exercise of stock options                                                        18                   -                   2
  Restricted stock issued                                                           1                   5                   -
  Stock purchase plans                                                              4                   1                   -
                                                                        ----------------    ----------------    ----------------

  End of year                                                            $      2,031               2,008               2,002
                                                                        ================    ================    ================

Additional paid-in capital
  Beginning of year                                                      $     17,629              16,677              16,539
  Exercise of stock options                                                     4,069                  57                 250
  Restricted stock-issued                                                         338                 698                   -
  Restricted stock-vesting/forfeiture                                               5                 (83)                (35)
  Restricted stock-change in value                                                 14                   8                (147)
  Stock purchase plans                                                            920                 272                  70
                                                                        ----------------    ----------------    ----------------
  End of year                                                            $     22,975              17,629              16,677
                                                                        ================    ================    ================

Retained earnings
  Beginning of year                                                      $    315,698             331,308             298,305
  Net (loss) earnings                                                          (9,359)            (15,610)             33,003
                                                                        ----------------    ----------------    ----------------

  End of year                                                            $    306,339             315,698             331,308
                                                                        ================    ================    ================

Accumulated other comprehensive loss
  Beginning of year                                                      $     (2,038)             (1,999)               (611)
  Translation adjustment                                                        1,428                (582)               (845)
  Unrealized loss on investment                                                     -                 543                (543)
                                                                        ----------------    ----------------    ----------------
  End of year                                                            $       (610)             (2,038)             (1,999)
                                                                        ================    ================    ================

Unamortized value of restricted stock issued
  Beginning of year                                                      $       (690)               (230)               (945)
  Restricted stock-issued                                                        (339)               (702)                  -
  Restricted stock-vesting/forfeiture                                              45                  23                 479

  Restricted stock-change in value                                                (14)                 (8)                147
  Restricted stock-amortization of value                                          198                 227                  89
                                                                        ----------------    ----------------    ----------------
  End of year                                                            $       (800)               (690)               (230)
                                                                        ================    ================    ================

Treasury stock
  Beginning of year                                                      $    (21,957)            (21,963)            (21,444)
  Restricted stock issued                                                           -                  29                   -
  Exercise of stock options                                                         -                   -                 (40)
  Restricted stock-forfeiture                                                     (45)                (23)               (479)
  Shares repurchased                                                             (132)                  -                   -
                                                                        ----------------    ----------------    ----------------
  End of year                                                            $    (22,134)            (21,957)            (21,963)
                                                                        ================    ================    ================

Comprehensive (loss) income
  Net (loss) earnings                                                    $      (9,359)           (15,610)             33,003

  Translation adjustment                                                         1,428               (582)               (845)

  Unrealized loss on investment                                                      -                543                (543)
                                                                        ----------------    ----------------    ----------------
                                                                         $      (7,931)           (15,649)             31,615
                                                                        ================    ================    ================

</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>


                           CDI CORP. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
            (In thousands, except shares, per share data and ratios)


Note 1 - Significant Accounting Policies

Principles of Consolidation - The consolidated  financial statements include the
accounts  of CDI  Corp.  ("CDI"  or the  "Company")  and  all  wholly-owned  and
majority-owned  subsidiaries  after  elimination of  inter-company  balances and
transactions.

For comparative  purposes,  prior period financial statements have been restated
to reflect  Emerging  Issues Task Force  Consensus No. 01-14  "Income  Statement
Characterization  of  Reimbursement   Received  for   'Out-of-Pocket'   Expenses
Incurred".  In  connection  with the  implementation  of  Statement of Financial
Accounting  Standards  No.  144,  "Accounting  for  Impairment  or  Disposal  of
Long-Lived  Assets",  the  Company  has  reflected  the  results  of its  former
subsidiary,  Modern  Engineering,  Inc.,  as a  discontinued  operation  in  the
accompanying financial statements.

Use of Estimates and Uncertainties - The preparation of financial  statements in
conformity with generally accepted accounting  principles 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.

The  Company  can be  affected  by a variety  of factors  including  uncertainty
relating to the  performance of the U.S.  economy,  competition,  demand for the
Company's services,  adverse litigation and claims and the hiring,  training and
retention of key employees.

Cash  Equivalents  and  Short-term   Investments  -  Cash  equivalents   include
investments in highly liquid securities that have a maturity within 90 days from
their date of acquisition.  Short-term  investments  include investments with an
original  maturity date greater than 90 days. All the Company's cash equivalents
and short-term  investments represent investments in money market instruments or
debt  securities.   Short-term  investments  include  securities  classified  as
available-for-sale,  as well as a security  classified  as  held-to-maturity  in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Instruments".

Available-for-sale  securities are carried at fair value based on quoted prices.
Cost of securities  available-for-sale  is adjusted for amortization of premiums
or discounts  to  maturity.  Interest  income and  amortization  of premiums and
discounts are included in interest (income) expense.  Cost of securities sold is
based on the  specific  identification  method.  Gains  and  losses  related  to
available-for-sale securities have been immaterial.

The  held-to-maturity  investment was purchased  during 2002 and is one of which
the  Company  has the  intent to hold the  investment  until its  maturity.  The
investment  is carried at cost that equals fair value and was  purchased at par.
Interest income is included in interest (income) expense.

Fair Value of Financial  Instruments - The Company's carrying value of financial
instruments approximates fair value because of the nature and characteristics of
its  financial  instruments.  The Company  does not have any  off-balance  sheet
financial  instruments.  The Company does not generally have derivative products
in place to manage  risks  related  to  foreign  currency  fluctuations  for its
foreign operations or for interest rate changes.

Allowance  for Doubtful  Accounts - An allowance  is provided  against  accounts
receivable  that are not  expected to be  collected.  This reserve is based upon
historical  experience,  as well as estimates based on Management's judgments in
specific matters.

Fixed  Assets - Fixed assets are stated at cost and are  depreciated  over their
estimated  useful lives,  principally  by the  straight-line  method.  Estimated
useful lives range from 3 to 7 years for  computers and systems and 5 to 7 years
for equipment and furniture.  Generally,  leasehold  improvements  are amortized
over the life of the lease.

<PAGE>

Goodwill - Effective January 1, 2002, the Company adopted Statement of Financial
Accounting   Standards  No.  142  -  "Goodwill  and  Other  Intangible  Assets".
Accordingly,  the Company ceased amortizing  goodwill effective January 1, 2002;
tested  goodwill  carried  in its  balance  sheet  as of  January  1,  2002  for
impairment; and will test for impairment at least annually thereafter. A portion
of the goodwill carried in the Company's balance sheet as of January 1, 2002 was
impaired and has been written off. In accordance with the transition  provisions
of SFAS 142, the  write-off  of this  goodwill,  net of income tax  benefit,  is
reflected  as a change in  accounting  as of January 1, 2002 and is presented in
the  Consolidated  Statements  of  Earnings as such.  See note 7 for  additional
disclosures related to goodwill.

Long-Lived  Assets -  Effective  January  1,  2002,  the  Company  also  adopted
Statement  of  Financial  Accounting  Standards  No. 144 -  "Accounting  for the
Impairment or Disposal of Long-Lived Assets".  The Company evaluates  long-lived
assets and intangible assets with definite lives for impairment  whenever events
or changes in  circumstances  indicate that the carrying  amount of an asset may
not be recoverable. When it is probable that undiscounted future cash flows will
not be sufficient to recover an asset's  carrying  amount,  the asset is written
down to its fair value.  Assets to be disposed of by sale,  if any, are reported
at the lower of the carrying amount or fair value less cost to sell. See note 13
for  additional  disclosures  related  to  the  disposal  of  long-lived  assets
reflected as discontinued operations in the accompanying financial statements.

Obligations Not Liquidated  Because of Outstanding  Checks - The Company manages
its levels of cash in banks to  minimize  its cash  balances.  Cash  balances as
reflected by banks are higher than the Company's book balances because of checks
that are  outstanding  throughout  the banking  system.  Cash is  generally  not
provided  to  bank  accounts  until  checks  are  presented  for  payment.   The
differences  in balances  created by the  outstanding  checks result in negative
cash balances in the Company's records. These negative balances are reflected in
current liabilities as Obligations Not Liquidated Because of Outstanding Checks.

Revenue Recognition - The Company derives its revenues from several sources. All
of the Company's  segments perform staffing  services.  The Company's PM segment
also performs project and outsourcing  services,  which may involve  fixed-price
contracts.  MRI derives the majority of its revenue from initial franchise fees,
permanent placement fees and continuing franchise royalties.

Effective  January 1, 2002, the Company  implemented  Emerging Issues Task Force
Consensus  No.  01-14  "Income  Statement   Characterization  of  Reimbursements
Received for 'Out-of-Pocket' Expenses Incurred" (the "Consensus"). The Consensus
requires that certain  reimbursable costs incurred and re-billed to customers be
included in both  revenues and cost of  services,  rather than  "netting"  these
amounts in revenues.  The effect of the Consensus  was to increase  revenues and
cost of  services  by  $31,494,  $54,806  and  $63,869  in 2002,  2001 and 2000,
respectively.  All  financial  statements  presented in this  document have been
reclassified to conform to this Consensus.

Staffing  Services - Revenues  derived from staffing  services are recorded on a
gross basis as services are  performed and  associated  costs have been incurred
using employees of the Company. In these circumstances,  the Company assumes the
risk of acceptability  of its employees to its customers.  In certain cases, the
Company may utilize  other  companies  and their  employees to fulfill  customer
requirements.  In these cases the Company  receives  an  administrative  fee for
arranging  for,  billing  for and  collecting  the  billings  related  to  these
companies. The customer is typically responsible for assessing the work of these
companies who have  responsibility  for the  acceptability of their personnel to
the customer.  The Company reflects  revenues derived from this relationship net
of associated costs.


<PAGE>


Project and  Outsourcing  Services - These services are generally  provided on a
cost-plus-fixed-fee  or  time-and-material  basis.  Typically,  a customer  will
outsource a discrete project or activity and the Company assumes  responsibility
for performance of the function or project.  The Company recognizes revenues and
associated  costs on a gross  basis as  services  are  performed  and  costs are
incurred using its employees.  In instances where these services are provided on
a   fixed-price   basis,   the   Company    recognizes    revenues   using   the
percentage-of-completion  method, and periodically evaluates the need to provide
for any losses on these projects.  Fixed price contracts comprised approximately
4% of consolidated revenues in 2002.

Initial  Franchise  Fees - Fees related to sales of new  franchises are deferred
until  the  franchise  commences  operations,  at  which  time the  Company  has
substantially fulfilled its requirements under the franchise agreement.

Permanent Placement Fees and Continuing  Franchise Royalties - The Company earns
permanent  placement fees from its  company-owned  operations and royalties from
its  franchisees.  Fees for  contingent  searches are recognized at the time the
candidate commences employment.  For retained searches, where the Company or the
franchisee  receives a fee for specific  services  rendered,  such  revenues are
recognized  as the related  services  are  rendered.  Revenues  associated  with
Company-owned  operations  are  recorded  on a gross  basis and  royalties  from
franchisees are recorded on a net basis as a component of revenue.

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

Statement of Financial Accounting Standards 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 (loss)
earnings and (loss)  earnings  per share for the years ended  December 31, 2002,
2001 and 2000 if the Company had adopted the fair value  recognition  provisions
of SFAS No. 123:

<TABLE>
<S>                                                                    <C>                <C>                <C>

                                                                           2002               2001               2000
                                                                       --------------     --------------     -------------
Net (loss) earnings, as reported                                         $  (9,359)           (15,610)           33,003

Stock-based employee and director compensation cost included in
reported net (loss) earnings, net of income tax effect                       1,083                647               460

Stock-based employee and director compensation cost under fair
value-based method, net of income tax effect                                (2,199)            (2,269)           (1,959)
                                                                       --------------     --------------     -------------

Pro-forma net (loss) earnings                                            $ (10,475)           (17,232)           31,504
                                                                       ==============     ==============     =============

Net (loss) earnings per share:
  Basic - as reported                                                       (0.49)              (0.82)             1.73
  Basic - pro-forma                                                         (0.55)              (0.90)             1.65

  Diluted - as reported                                                     (0.48)              (0.82)             1.73
  Diluted - pro-forma                                                       (0.54)              (0.90)             1.65

</TABLE>

Pro-forma  net (loss)  earnings  for the years ended  December 31, 2001 and 2000
have been revised from those  previously  reported to give effect to impact that
cancellations  of  stock  options  would  have had on costs if SFAS 123 had been
adopted.


<PAGE>


The pro-forma compensation cost using the fair value-based method under SFAS No.
123 includes  valuations  related to stock options granted since January 1, 1995
using the Black-Scholes Option Pricing Model. The weighted average fair value of
options  granted  during  2002,  2001  and 2000 has  been  estimated  using  the
following assumptions:

                                 2002              2001              2000
                            -------------     -------------     --------------

Risk-free interest rate          4.72%              4.84%             6.43%
Expected life of option       7 years           10 years          10 years
Expected stock price
   volatility                      36%                40%               46%
Expected dividend yield             -                  -                 -


Per Share Data -  Earnings  (loss)  used to  calculate  both  basic and  diluted
earnings  (loss) per share for all periods are the reported  earnings  (loss) in
the  Company's  consolidated  statement  of earnings.  Because of the  Company's
capital structure,  all reported earnings (loss) pertain to common  shareholders
and no assumed adjustments are necessary.

The number of common  shares used to  calculate  basic and diluted  earnings per
share for 2002, 2001 and 2000 was determined as follows:

<TABLE>
<S>                                                                   <C>                   <C>                   <C>
                                                                            2002                  2001                  2000
                                                                      ------------------    ------------------    ----------------
Basic:
  Average shares outstanding                                               19,254,504            19,086,755           19,073,267
  Restricted shares issued not vested                                         (46,031)              (10,000)             (29,795)
                                                                      ------------------    ------------------    ----------------
                                                                           19,208,473            19,076,755           19,043,472
                                                                      ==================    ==================    ================
Diluted:
  Shares used for basic                                                    19,208,473            19,076,755           19,043,472
  Dilutive effect of stock options                                            264,636                     -                7,757
  Dilutive effect of units under the Stock Purchase Plan                       91,183                     -               52,183
  Dilutive effect of restricted shares issued not vested                       14,586                     -                1,020
                                                                      ------------------    ------------------    ----------------
                                                                           19,578,878            19,076,755           19,104,432
                                                                      ==================    ==================    ================

</TABLE>

In 2001 only, basic and diluted shares are the same because including the effect
of common stock  equivalents  such as stock  options,  units under the Company's
Stock Purchase Plan and  restricted  shares issued but not yet vested would have
been antidilutive.

Income  Taxes - The  Company  accounts  for  income  taxes  in  accordance  with
Statement of  Financial  Accounting  Standards  No. 109  "Accounting  for Income
Taxes",  which requires an asset and liability approach of accounting for income
taxes.  SFAS 109 requires  assessment of the  likelihood  of realizing  benefits
associated  with  deferred  tax assets for  purposes  of  determining  whether a
valuation  allowance is needed for such deferred tax assets. The Company and its
wholly-owned U.S. subsidiaries file a consolidated federal income tax return.

Foreign  Currency  Translation - Foreign  subsidiaries  of the Company use local
currency as the functional currency. Net assets are translated at year-end rates
while  revenues  and  expenses  are  translated  at  average   exchange   rates.
Adjustments resulting from these translations are reflected in accumulated other
comprehensive  loss in  shareholders'  equity.  Gains and  losses  arising  from
foreign currency  transactions  are reflected in the consolidated  statements of
(loss) earnings.

Comprehensive  Income -  Comprehensive  (loss) income  consists of net earnings,
foreign currency  translation  adjustments and adjustments  related to an equity
investment which was classified as an available-for-sale security.

New Accounting  Pronouncements
In June 2002,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standard  No.  146  (SFAS  146) -  "Accounting  for Costs
Associated with Exit or Disposal  Activities",  which  supersedes EITF No. 94-3,
"Liability  Recognition  for Certain  Employees  Termination  Benefits and Other
Costs  to  Exit  and   Activity   (including   Certain   Costs   Incurred  in  a
Restructuring)".  SFAS 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred, rather than at the date of a
commitment to an exit or disposal plan as required by EITF No. 94-3. SFAS 146 is
effective for restructuring  activities  initiated after December 31, 2002. This
Statement does not require companies to adjust  restructuring  reserves recorded
before  2003.  The  Company  will  apply SFAS 146 to future  restructurings,  if
applicable. Currently, there is no intention to initiate such action.

In December 2002, the Financial  Accounting  Standards board issued Statement of
Financial  Accounting  Standard No. 148 (SFAS 148) - "Accounting for Stock-Based
Compensation--Transition  and  Disclosure--an  amendment of FASB  Statement  No.
123". This Statement amends FASB Statement No. 123;  "Accounting for Stock-Based
Compensation,"  to provide  alternative  methods of  transition  for a voluntary
change to the fair value based method of  accounting  for  stock-based  employee
compensation.  In addition, this Statement amends the disclosure requirements of
Statement  123 to require  prominent  disclosures  in both  annual  and  interim
financial  statements  about the method of accounting for  stock-based  employee
compensation  and the  effect  of the  method  used  on  reported  results.  For
additional  disclosures  related to stock-based  compensation see the discussion
above and Note 11 - Stock Based Plans. The transition provisions of SFAS 148 are
effective for years  beginning after December 15, 2002. The Company is currently
assessing  the  potential  impact  this  Statement  may  have  on the  Company's
financial  position  or  results  of  operations  should  it elect to apply  the
transition provisions of this Statement.

Effective  December  15,  2002,  the  Company  adopted  FIN No. 45  "Guarantor's
Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of  Indebtedness  of Others." This  Interpretation  elaborates on the
disclosures  to be made by a  guarantor  in its  interim  and  annual  financial
statements about its obligations under certain guarantees that it has issued. It
also clarifies that a guarantor is required to recognize,  at the inception of a
guarantee,  a  liability  for the fair  value of the  obligation  undertaken  in
issuing the  guarantee.  The Company has assessed  this  Interpretation  and has
provided the necessary disclosures in Note 16 - Leases.


Note 2 - Cash, Cash Equivalents and Short-Term Investments

Cash, cash  equivalents  and short-term  investments as of December 31, 2002 and
2001 were comprised of the following:

                                                 2002               2001
                                           ----------------   ----------------
Cash                                       $      12,659              8,155
Cash equivalents                                  28,489             18,100
                                           ----------------   ----------------
                                           $      41,148             26,255
                                           ================   ================
Short-term investments:
  Available-for-sale                       $      43,252                  -
  Held-to-maturity                                15,225                  -
                                           ----------------   ----------------
                                           $      58,477                  -
                                           ================   ================


All the Company's short-term  investments  originated during 2002 as a result of
continuing  strong  cash flow  during the year.  These  investments  are in very
liquid, high quality debt securities with diversification  among the investments
based upon established guidelines. Amortized cost approximates fair value. Gains
and  losses  during  2002  were  immaterial  and  there  were  no  transfers  of
investments between classifications of short-term investments.

All  of the  Company's  available-for-sale  securities  reflect  investments  in
corporate bonds, various government agencies and commercial paper. The Company's
held-to-maturity  investment is a certificate  of deposit,  which had a one-year
maturity when purchased.

Contractual maturities of available-for-sale  securities as of December 31, 2002
of $13,511  were for  securities  maturing  in one year or less and  $29,487 for
securities maturing in one to four years.

<PAGE>

Note 3 - Accounts Receivable

The Company's principal asset is accounts  receivable.  Substantially all of the
Company's  customers  are  provided  trade  credit.  The  primary  users  of the
Company's services are large industrial organizations, many of which are Fortune
1000 companies.  The provision for doubtful  accounts was $3,246 in 2002, $9,436
in 2001 and $3,863 in 2000.

Significant   portions  of  the  Company's  revenue  base  and  receivables  are
concentrated in certain industries.  At December 31, 2002 and 2001,  receivables
from customers in the  electronics/information  processing  industries comprised
approximately   15%  and  20%,   respectively,   of  consolidated   receivables,
receivables  from  customers  in  the  aircraft/aerospace  industries  comprised
approximately  10%  and  10%,  respectively,  of  consolidated  receivables  and
customers in the chemicals/pharmaceuticals  industry comprised approximately 15%
and 10%, respectively, of consolidated receivables.


Note 4 - Note Receivable from Officer

In March of 2002,  the  Company  advanced  $1,800  to its  President  and  Chief
Executive Officer in conjunction with his relocation.  The loan was repayable no
later  than  July  31,  2002,   bore  interest  at  the  prime  rate,   and  was
collateralized by the Executive's former residence. The loan and related accrued
interest was repaid in July of 2002.


Note 5 - Acquisitions

Investments in businesses  acquired  totaled  $4,146,  $6,333 and $9,265 for the
years ended December 31, 2002,  2001 and 2000,  respectively.  All  acquisitions
were accounted for using the purchase  method.  For 2002,  assets of $2,636 were
acquired,  all of which was goodwill.  The remaining $1,510 paid in 2002, was to
acquire the interest of all remaining minority shareholders. For 2001, assets of
$4,451 were acquired  (including  goodwill of $4,180) along with  liabilities of
$293. A portion of the investment in 2001 reduced  minority  interest by $2,175.
For 2000,  assets of $8,297 were acquired  (including  goodwill of $6,825) along
with  liabilities of $46. A portion of the  investment in 2000 reduced  minority
interests by $1,014.

Certain  payments for  investments in businesses in earlier years were made in a
year  following  the  year in  which  the  acquisition  occurred.  Cash  used in
investing  activities in the Consolidated  Statements of Cash Flows reflects the
year in which the cash outlay occurred.

Financial  results of the acquired  operations are reflected in the accompanying
Consolidated Statements of Earnings from dates of acquisition.  The acquisitions
did  not  have  a  significant  effect  on  reported  earnings  in the  year  of
acquisition,  and  earnings  would not have been  significantly  different  from
reported  earnings  had  the  acquisitions  occurred  at  the  beginning  of the
respective years.



<PAGE>


Note 6 - Fixed Assets

Fixed assets at December 31, 2002 and 2001 were comprised of the following:

                                                2002                2001
                                          -----------------    ---------------
Computers and systems                     $        75,815             97,545
Equipment and furniture                            27,213             30,382
Leasehold improvements                             12,082             12,207
                                          -----------------    ---------------
                                                  115,110            140,134
Accumulated depreciation                          (85,976)           (90,145)
                                          -----------------    ---------------
                                          $        29,134             49,989
                                          =================    ===============


Note 7- Goodwill

The adoption of SFAS 142 required  testing as of January 1, 2002 to evaluate the
recoverability  of goodwill  carried in the  Company's  balance sheet as of that
date.  The valuations  indicated  that goodwill  pertaining to certain units was
impaired.  The Company  used  current  and  projected  earnings,  cash flows and
comparable  market data to  determine  the fair market  value of each unit.  The
impairment  was based on the lower of the carrying  cost of the  underlying  net
assets -vs.- their fair market value.  Testing for  impairment of goodwill prior
to  January  1, 2002 was based upon  undiscounted  cash  flows from the  related
assets compared to the fair value approach required under SFAS 142.

Impairment  charges  related to the  adoption of SFAS 142 for the  write-off  of
goodwill of $21,401  (PS - $15,007;  PM - $164;  MRI - $6,230) or $13,968  after
income  tax  effect,  have been  recorded  and are  presented  in the  Company's
Consolidated  Statements  of  Earnings as the  cumulative  effect of a change in
accounting.

Required  annual  testing under SFAS 142 was  conducted as of July 1, 2002.  The
results of this testing indicated no further impairment to goodwill.


<PAGE>


Under SFAS 142,  amortization  of goodwill ceased January 1, 2002. The following
table compares  earnings (loss) from  continuing  operations  before  cumulative
effect of accounting change, discontinued operations and net (loss) earnings (as
well as per share amounts) for the years ended December 31, 2002, 2001 and 2000,
respectively, as if SFAS 142 had been if effect for 2001 and 2000:

<TABLE>

<S>                                                                     <C>                 <C>                <C>
                                                                             2002                2001               2000
                                                                        ----------------    ---------------    ----------------
Earnings (loss) from continuing operations before cumulative effect of
accounting change:
   Reported                                                           $         4,082            (16,704)             28,811
   Add goodwill amortization, after tax                                             -              4,377               4,200
                                                                        ----------------    ---------------    ----------------
   As adjusted                                                        $         4,082            (12,327)             33,011
                                                                        ================    ===============    ================

Discontinued operations:
   Reported                                                           $           527              1,094               4,192
   Add goodwill amortization, after tax                                             -                 31                  30
                                                                        ----------------    ---------------    ----------------
   As adjusted                                                        $           527              1,125               4,222
                                                                        ================    ===============    ================

Net (loss) earnings:
   Reported                                                           $        (9,359)           (15,610)             33,003
   Add goodwill amortization, after-tax                                             -              4,408               4,230
                                                                        ----------------    ---------------    ----------------
   As adjusted                                                        $        (9,359)           (11,202)             37,233
                                                                        ================    ===============    ================


Basic (loss) earnings per share:
   Continuing operations - Reported                                  $           0.21              (0.88)               1.51
   Continuing operations - As adjusted                               $           0.21              (0.65)               1.73

   Discontinued operations - Reported                                $           0.03               0.06                0.22
   Discontinued operations - As adjusted                             $           0.03               0.06                0.22

   Net (loss) earnings - Reported                                    $          (0.49)             (0.82)               1.73
   Net (loss) earnings - As adjusted                                 $          (0.49)             (0.59)               1.96

Diluted (loss) earnings per share:
   Continuing operations - Reported                                  $           0.21              (0.88)               1.51
   Continuing operations - As adjusted                               $           0.21              (0.65)               1.73

   Discontinued operations - Reported                                $           0.03               0.06                0.22
   Discontinued operations - As adjusted                             $           0.03               0.06                0.22

   Net (loss) earnings - Reported                                     $         (0.48)             (0.82)               1.73
   Net (loss) earnings - As adjusted                                  $         (0.48)             (0.59)               1.95

</TABLE>

Changes in the carrying  amount of goodwill for the year ended December 31, 2002
were as follows:

<TABLE>
<S>                                         <C>               <C>               <C>               <C>               <C>
                                             Professional        Project          Management          Todays
                                               Services         Management        Recruiters         Staffing           Total
                                            --------------    --------------    --------------    --------------    --------------
Balance at December 31, 2001                $    33,220            14,526            16,199            23,524            87,469
Purchase of minority shareholder
 interests                                        2,636                 -                 -                 -             2,636
Write-off of goodwill for
 impairment                                     (15,007)             (164)           (6,230)                -           (21,401)
Other                                              (235)                -              (135)                -              (370)
                                            --------------    --------------    --------------    --------------    --------------
Balance at December 31, 2002                %    20,614            14,362             9,834            23,524            68,334
                                            ==============    ==============    ==============    ==============    ==============

</TABLE>

<PAGE>

Note 8 - Debt

The Company  generated  sufficient  cash flow in 2001 that permitted it to repay
all borrowings from banks. Strong cash flow continued  throughout 2002 and, as a
result,  there was no outstanding bank borrowings during 2002. Effective January
3, 2003 the Company  terminated its unsecured  revolving credit agreement with a
syndicate  of banks  that  permitted  borrowings  of up to $75.0  million.  This
agreement was scheduled to end March 31, 2003.

As of  December  31,  2002,  debt  outstanding  of $480 was for the  purchase of
computers and systems that will mature during 2003.


Note 9 - Provision for Restructure

During  2002,  the  Company  continued  to  execute  the  multi-phased  Plan  of
Restructure  adopted  by CDI's  Board of  Directors  in  December  2001,  and as
planned,  took  additional  actions during the first and third quarters of 2002.
Implementation of the Plan of Restructure  resulted in charges of $21,958 in the
fourth  quarter of 2001 and $4,053 and $8,498 in the first and third quarters of
2002,  respectively.  The 2001  charges  related to the  decommissioning  of the
Company's former enterprise resource planning system, the closing of 25 regional
offices and termination of approximately 350 employees. The 2002 charges related
to the  closing  of  approximately  75  field  offices  and the  termination  of
approximately 220 employees.

The  breakdown of the  restructuring  charges among  operating  segments were as
follows:

                                        2002                      2001
                                  ------------------        ------------------

Professional Services              $       2,492                   11,567
Project Management                         3,978                    7,069
Management Recruiters                      1,595                    1,936
Todays Staffing                            3,861                      596
Corporate                                    625                      790
                                  ------------------        ------------------
                                   $      12,551                   21,958
                                  ==================        ==================


Details of the restructuring charges for 2001 and 2002 were outlined below:

<TABLE>
<S>                                    <C>                  <C>             <C>               <C>             <C>
                                       Net Accrual at
                                        December 31,            New          Reduction of         Cash           Net Accrual at
                                            2000             Provision          Assets        Expenditures     December 31, 2001
                                      ----------------      ----------       ------------     ------------     -----------------
Asset impairments                     $            -           13,763            (13,763)               -                   -
Provision for severance                            -            4,716                  -             (717)              3,999
Provisions for termination
 of operating leases                               -            3,479                  -                -               3,479
                                      ----------------      ----------       ------------     ------------     -----------------
                                      $            -           21,958            (13,763)            (717)              7,478
                                      ================      ==========       ============     ============     =================

                                         Net Accrual                                                              Net Accrual
                                             at                 New          Reduction of         Cash                 at
                                      December 31, 2001      Provision          Assets        Expenditures     December 31, 2002
                                      ----------------      ----------       ------------     ------------     -----------------
Asset impairments                     $            -            3,217             (3,217)               -                   -
Provision for severance                        3,999            3,479                  -           (4,118)              3,360
Provisions for termination
 of operating leases                           3,479            5,855                  -           (3,795)              5,539
                                      ----------------      ----------       ------------     ------------     -----------------
                                      $        7,478           12,551             (3,217)          (7,913)              8,899
                                      ================      ==========       ============     ============     =================

</TABLE>

<PAGE>

The  provision  for severance in 2002 includes a credit of $730 for the reversal
of excess severance provisions recorded in 2001.

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


Note 10 - Capital Stock

Stock  Classification  - Common stock and Class B common stock have equal rights
except that dividends  (other than stock  dividends) may be declared and paid on
common  stock in excess of amounts  declared  and paid on Class B common  stock.
Class B common  stock is  convertible  on a  share-for-share  basis into  common
stock. Class B shares so converted are then cancelled.  At December 31, 2002 and
2001 no Class B common shares were issued.

Restricted  Common Stock - The Company issued shares of restricted  common stock
that vest with the passage of time (ranging from two to five years) and based on
the percentage  achievement of  pre-determined  goals (covering a period of five
years). Shares that do not vest are forfeited.

Restricted common shares that vest over time have a fixed value when issued. The
value of restricted  shares that vest based on  performance  will fluctuate with
changes  in the  fair  market  value  of the  common  shares  until  there  is a
determination as to their vesting. Over the period of time that these shares may
become vested,  there will be charges to earnings based upon the associated fair
value of the shares.  As such charges  occur,  unamortized  value of  restricted
stock  issued  will  be  reduced.  To the  extent  that  restricted  shares  are
forfeited,  unamortized value will also be reduced and the forfeited shares will
be placed in treasury stock.

Changes in common shares issued and treasury shares for the years ended December
31, 2002, 2001 and 2000 follow:

<TABLE>
<S>                                                                   <C>                   <C>                   <C>
                                                                            2002                  2001                  2000
                                                                      ------------------    ------------------    ------------------
Shares issued
  Beginning of year                                                        20,078,972            20,015,561            19,999,463
  Exercise of stock options                                                   178,548                 4,000                12,622
  Restricted stock issued                                                      13,000                45,000                     -
  Stock purchase plans                                                         43,395                14,411                 3,476
                                                                      ------------------    ------------------    ------------------
  End of year                                                              20,313,915            20,078,972            20,015,561
                                                                      ==================    ==================    ==================

Treasury shares
  Beginning of year                                                           950,502               950,135               927,651
  Exercise of stock options                                                         -                     -                 2,517
  Restricted stock issued                                                           -                (1,250)                    -
  Restricted stock forfeiture                                                   2,963                 1,617                19,967
                                                                                5,000                     -                     -
                                                                      ------------------    ------------------    ------------------
  End of year                                                                 958,465               950,502               950,135
                                                                      ==================    ==================    ==================

</TABLE>


Note 11 - Stock Based Plans

As of December 31, 2002 the Company had issued  non-qualified  stock  options to
purchase shares of the Company's  common stock under two plans,  the most recent
of which was adopted in 1998 (the "1998  Plan").  Since the adoption of the 1998
Plan, no options were granted under the other plan.


<PAGE>


Non-qualified  stock  options  under the 1998 Plan may be granted to  employees,
directors and consultants.  No options have been granted to consultants.  Grants
under the 1998 Plan,  except for certain  non-employee  directors whose retainer
fees may be paid in whole or in part via stock  options,  are  determined by the
Compensation  Committee  of the Board of  Directors.  The option  price at which
options are to be  exercised  may not be less than 100% of the fair market value
per share of the  Company's  common  stock on the date of  grant.  The terms for
which  options  are  granted  are  also  determined  by the  Committee  and have
generally been for seven and ten years.

As of December 31,  2002,  2,196,163  shares of common  stock were  reserved for
future  issuance under these plans upon the exercise of stock options.  Activity
under the plans for each of the years ended December 31, 2000, 2001 and 2002 was
as follows:


                                 Shares subject to      Weighted average
                                    options              exercise price
                              --------------------    ------------------
December 31, 1999                   1,137,034            $    27.56
Granted                               742,141            $    20.94
Exercised                             (12,622)           $    18.32
Cancelled                            (593,912)           $    27.46
                              --------------------    --------------------


December 31, 2000                   1,272,641            $    25.72
Granted                               869,730            $    15.40
Exercised                              (4,000)           $    14.23
Cancelled                            (414,658)           $    25.49
                              --------------------    --------------------

December 31, 2001                   1,723,713            $    20.59
Granted                               345,435            $    22.49
Exercised                            (178,548)           $    20.52
Cancelled                            (345,268)           $    23.36
                              --------------------    --------------------

December 31, 2002                   1,545,332            $    20.42
                              ====================


Additional  information  regarding stock options  outstanding as of December 31,
2002, 2001 and 2000 is as follows:

                                2002                2001               2000
                          --------------     ---------------    ----------------
Range of exercise prices:
  Lowest                   $   14.23               14.23               15.31
  Highest                  $   46.50               46.50               46.50
Weighted average remaining
   life                      6.6 years          7.8 years            7.0 years

Options exercisable:
  Number of shares           422,950             439,886             334,597
  Weighted average exercise
  price                    $   24.15               30.71               30.46


Under the terms of a stock  purchase  plan  ("SPP"),  designated  employees  and
non-employee  directors have the opportunity to purchase shares of the Company's
common stock on a pre-tax basis.  Employee  participants  use a portion of their
annual bonus awards to purchase SPP units.  Certain senior management  personnel
are  required  to  participate  by using  25% of their  annual  bonus  awards to
purchase  SPP units and can elect  participation  for up to an  additional  25%.
Other employee participants can elect to use up to 25%.  Non-employee  directors
may  participate  by using some or all of their  retainer  fees to purchase  SPP
units. The Company makes a matching contribution of one SPP unit for every three
units  purchased by a participant on a voluntary  basis.  The number of units is
determined  by dividing  the annual  bonus or retainer  fee used to purchase SPP
units by the fair market value of a share of the  Company's  common stock on the
date a  participant's  account is credited with the SPP units.  Vesting of units
occurs  over a period of three to ten years as chosen by the  participant.  If a

<PAGE>

participant's  employment or service on the Company's Board of Directors  ceases
for any reason  after  three  years from the start of the  vesting  period,  the
participant  will  receive  shares of the  Company's  common  stock equal to the
number of associated units. If employment for an employee participant terminates
within  the  first  three  years of the  vesting  period  and  depending  on the
circumstances related to termination, the employee could receive cash in lieu of
shares that does not take into  account  appreciation  in value of the shares or
the Company's matching  contribution.  If a non-employee director does not stand
for  re-election to the Board,  he will receive  shares of the Company's  common
stock for his SPP units regardless of the vesting period chosen.

Under the terms of the stock unit plan ("SUP"),  designated  employees  have the
opportunity to earn shares of the Company's  common stock.  Current grants under
the plan vest with three  continuous  years of service  ending June 30, 2003. If
employment of a participant  in the plan  terminates  for any reason before June
30, 2003 all benefits are forfeited.

There  are  158,138  SPP  and  SUP  units  (including  Company  matching  units)
outstanding as of December 31, 2002. The units were determined  using a weighted
average market price of $20.53 per share. Costs charged to earnings during 2002,
2001 and 2000 related to these plans were $1,456, $824, and $657,  respectively.
Costs charged to earnings related to employee participants include the amount of
the deferred bonus for the year used to purchase SPP units plus a portion of the
value of the Company match SPP units credited to participants' accounts. Company
match  SPP  units  and SUP  units  have a fixed  value  determined  at the  time
participants  accounts are  credited,  which value is charged to earnings over a
three-year period,  the minimum period over which employee  participants vest in
these units. Costs charged to earnings related to non-employee directors include
the amount of the  deferred  retainer  fees used to purchase  SPP units plus the
value of the Company  match SPP units  credited to a director's  account.  These
Company  match  units have a fixed  value that is  charged  to  earnings  over a
one-year period.


Note 12 - Income Taxes

Pretax earnings  (loss) from continuing  operations for the years ended December
31, 2002, 2001 and 2000 were taxed in the following jurisdictions:

                               2002               2001              2000
                          --------------     --------------    --------------

United States              $     (214)           (29,537)           40,750
Foreign                         7,030              3,445             7,400
                          --------------     --------------    --------------
                           $    6,816            (26,092)           48,150
                          ==============     ==============    ==============


Income tax (expense)  benefit  relating to continuing  operations  for the years
ended December 31, 2002, 2001 and 2000 was comprised of the following:

<TABLE>

<S>                                        <C>               <C>              <C>               <C>
                                              Total            Federal           State              Foreign
                                           -------------     -------------    -------------     ----------------
    2002
    Current                                $    2,087             5,096             (538)             (2,471)

    Deferred                                   (4,686)           (5,580)             958                 (64)
                                           -------------     -------------    -------------     ----------------
                                           $   (2,599)             (484)             420              (2,535)
                                           =============     =============    =============     ================

    2001
    Current                                $   (4,246)             (672)          (1,554)             (2,020)
    Deferred                                   14,040             9,178            4,677                 185
                                           -------------     -------------    -------------     ----------------
                                           $    9,794             8,506            3,123              (1,835)
                                           =============     =============    =============     ================

    2000
    Current                                $  (24,124)          (16,713)          (3,069)             (4,342)

    Deferred                                    5,657             4,356            1,322                 (21)
                                           -------------     -------------    -------------     ----------------
                                           $  (18,467)          (12,357)          (1,747)             (4,363)
                                           =============     =============    =============     ================

</TABLE>

<PAGE>

The effective  income tax rates relating to continuing  operations for the years
ended December 31, 2002, 2001 and 2000 differed from the applicable federal rate
as follows:

<TABLE>
<S>                                                             <C>                  <C>             <C>
                                                                     2002                2001             2000
                                                                 ---------------     ------------    -------------
Federal rate                                                        (35%)                 35%              (35%)
State income taxes, net                                              14%                   7%               (2%)
Expenses permanently nondeductible for tax purposes                  (7%)                 (4%)              (1%)
Foreign income taxes                                                  3%                   -                 -
Increase in valuation allowance                                     (16%)                  -                 -
Income tax credits                                                    3%                   -                 -
                                                                 ---------------     ------------    -------------
Effective income tax rate                                           (38%)                 38%              (38%)
                                                                 ===============     ============    =============

</TABLE>

The tax effects of the  principal  components  creating net deferred  income tax
assets as of December 31, 2002 and 2001 were as follows:

<TABLE>
<S>                                                                    <C>                 <C>

                                                                            2002                 2001
                                                                       ----------------    -----------------
Components creating deferred tax assets:
  Expenses not currently deductible (principally compensation
  and payroll-related)                                               $      20,904               26,059
  Intangible assets amortization                                             2,651                  140

  Basis differences for fixed assets                                         1,666                    -
  Other                                                                        443                  429
  Loss carry forwards                                                        6,461                3,287
  Credit carry forwards                                                        744                    -
  Valuation allowance                                                       (1,027)                 (13)
                                                                       ----------------    -----------------
                                                                            31,842               29,902
                                                                       ----------------    -----------------
Components creating deferred tax liabilities:
  Deferral of revenues and accounts receivable                              (3,084)              (1,524)
  Basis differences for fixed assets                                             -               (2,442)
  Other                                                                     (3,813)              (3,441)
                                                                       ----------------    -----------------
                                                                            (6,897)              (7,407)
                                                                       ----------------    -----------------
                                                                     $      24,945               22,495
                                                                       ================    =================

</TABLE>

In assessing the  realizability  of deferred tax assets,  the Company  considers
whether it is more likely than not that some  portion or all of the  benefits of
the  deferred  tax assets will not be  achieved.  The  ultimate  realization  of
deferred tax assets is dependent upon several factors, including past and future
taxable  income.  Based  upon the  Company's  assessment  of the  prospects  for
achieving  the benefits of the deferred tax assets,  the Company has  determined
that it is more likely than not that such benefits will be realized.

At December 31, 2002 for state income tax  purposes,  there are  operating  loss
carryforwards  aggregating  approximately  $87.0  million  expiring  in  varying
amounts from 2005 through 2019.


Note 13 - Discontinued Operations

In June  of 2002  the  Company  sold  the net  operating  assets  of its  Modern
Engineering,  Inc. ("Modern") subsidiary that operated in its PM segment. Modern
provided technical staffing services to the automotive industry.  In conjunction
with the implementation of SFAS 144, a pre-tax loss for disposal of these assets
of $1,160 had been recognized. The operations of Modern were a component of CDI,
as  that  term is  defined  in SFAS  144,  and  accordingly,  are  reflected  as
discontinued operations in the accompanying financial statements.


<PAGE>


The earnings from discontinued operations for the years ended December 31, 2002,
2001 and 2000 and  related  net assets as of  December  31, 2002 and 2001 are as
follows:

<TABLE>
<S>                                                                     <C>                 <C>                 <C>
                                                                             2002                2001                2000
                                                                        ----------------    ----------------    ---------------
Earnings:
  Revenues                                                              $      32,674              86,055            108,151
                                                                        ================    ================    ===============

  Gross profit                                                          $       5,718              15,817             20,920

  Operating and administrative expenses                                         5,860              13,927             14,454

  Provision for disposal of assets                                              1,160                   -                  -
                                                                        ----------------    ----------------    ---------------

  (Loss) earnings before income taxes                                          (1,302)              1,890              6,466

  Income tax benefit (expense)                                                  1,829                (796)            (2,274)
                                                                        ----------------    ----------------    ---------------

  Earnings from discontinued operations                                 $         527               1,094              4,192
                                                                        ================    ================    ===============

Net Assets:
  Assets (principally accounts receivable and deferred income
  taxes)                                                                $           -              14,840                  -
  Liabilities (principally accounts payable and accrued expenses)       $           -              (3,513)                 -
                                                                        ----------------    ----------------    ---------------
Net assets                                                              $           -              11,327                  -
                                                                        ================    ================    ===============

</TABLE>


Note 14 - Legal Proceedings and Claims

The Company has  litigation  and other claims  pending  which have arisen in the
ordinary course of business. There are substantive defenses and/or insurance and
accounting  reserves  such that the  outcome  of these  items  should not have a
material  adverse effect on the financial  condition or results of operations of
the Company.


Note 15 - Retirement Plans

Trusteed contributory and non-contributory defined contribution retirement plans
have been established for the benefit of eligible employees.  Costs of the plans
are charged to earnings and are based on either a formula  using a percentage of
compensation  or an amount  determined by the Board of Directors of the Company.
Costs of the plans that are qualified for income tax purposes are funded.  Costs
of plans that are not  qualified  are not funded.  Charges to earnings for these
retirement  plans for the years  ended  December  31,  2002,  2001 and 2000 were
$4,803, $4,099 and $5,771, respectively.

The Company does not provide other post-retirement or post-employment benefits.

Note 16 - Leases

Offices used for sales,  recruiting and administrative  functions and facilities
used for in-house  engineering,  design and drafting are occupied under numerous
leases that expire through 2009. In addition, there are leases for computers and
office equipment.  Due to the Plan of Restructure,  CDI has entered into several
non-cancelable  sublease  arrangements whereby the Company is now the sublessor.
However, if the sublessee defaults, the Company will remain liable for the lease
obligation.


<PAGE>


The rental expenses and sublease proceeds for the years ended December 31, 2002,
2001 and 2000 are as follows:


                                       2002             2001            2000
                                  -------------    -------------   ------------
Rental expense                    $   16,466           28,684          26,679
Sublease proceeds                 $      708              339               -


For periods after December 31, 2002,  approximate minimum annual rental payments
under  non-cancelable  leases and inflows  under  non-cancelable  subleases  are
presented in the table below. These amounts include accrued lease liabilities of
$5,539 included in the liability for restructure as of December 31, 2002.

<TABLE>
<S>                                          <C>              <C>             <C>           <C>            <C>          <C>
                                                 2003            2004          2005          2006           2007      There-after
                                             ------------     ----------    ----------    ----------     ----------   -----------
Future minimum lease payments                 $ 13,149          11,372         7,883         3,746          1,873        5,627
  on non-cancelable leases
Future minimum proceeds to be
  received under non-cancelable
  subleases                                   $  1,992           1,807         1,494           384            131           16

</TABLE>

Note 17 - Operating Segments

The  Company's  internal  reporting  structure  is based  upon type of  services
provided and, in the case of certain  services  having similar  characteristics,
upon management responsibility.

PS provides staffing,  managed staffing and functional  outsourcing  services to
the technical and technological markets.

PM provides  staffing and outsourcing  services  engaging  personnel who provide
engineering,  engineering support and technical services through its specialized
divisions.

MRI provides  search and  recruiting  services for the  permanent  employment of
management personnel.  It also provides temporary  administrative,  clerical and
management staffing services through several specialized divisions.

Todays provides temporary administrative, clerical and legal staffing services.


<PAGE>



Operating  segment data for the years ended  December  31,  2002,  2001 and 2000
follows.

<TABLE>
<S>                                                        <C>                  <C>                 <C>
                                                                2002                 2001                 2000
                                                           ----------------     ----------------    ------------------
Revenues:
   Professional Services                               $         622,931              809,549               911,775
   Project Management                                            311,256              352,210               388,020
   Management Recruiters                                          85,901              103,167               136,752
   Todays Staffing                                               149,387              193,666               238,908
                                                           ----------------     ----------------    ------------------
                                                       $       1,169,475            1,458,592             1,675,455
                                                           ================     ================    ==================

Earnings (loss) from continuing operations before
  income taxes, minority interests and cumulative
  effect of accounting change
Operating profit (loss):
   Professional Services                               $           6,880               (3,984)               20,148
   Project Management                                              9,423              (10,957)               12,582
   Management Recruiters                                           6,902               12,746                30,716
   Todays Staffing                                                 1,486                2,616                15,153
   Corporate                                                     (17,990)             (23,448)              (25,260)
                                                           ----------------     ----------------    ------------------
                                                                   6,701              (23,027)               53,339
Interest (income) expense, net                                      (115)               3,065                 5,189
                                                           ----------------     ----------------    ------------------
                                                       $           6,816              (26,092)               48,150
                                                           ================     ================    ==================
Depreciation and amortization:
   Professional Services                               $          13,060               16,214                13,040
   Project Management                                              5,909                2,423                 1,949
   Management Recruiters                                           2,705                4,085                 3,568
   Todays Staffing                                                 1,490                3,401                 3,674
   Corporate                                                       1,293                1,509                   948
                                                           ----------------     ----------------    ------------------
                                                       $          24,457               27,632                23,179
                                                           ================     ================    ==================

Assets:
   Professional Services                               $         155,650              212,148               272,933
   Project Management                                             89,996              120,032               154,013
   Management Recruiters                                          44,779               47,247                52,029
   Todays Staffing                                                38,934               50,171                62,199
   Corporate                                                     103,415               28,134                 9,491
   Assets of discontinued operations                                   -               14,840                21,364
                                                           ----------------     ----------------    ------------------
                                                       $         432,774              472,572               572,029
                                                           ================     ================    ==================

Purchases of fixed assets:
   Professional Services                               $           6,137                9,473                16,809
   Project Management                                              1,698                4,412                 7,551
   Management Recruiters                                           1,145                2,200                 2,604
   Todays Staffing                                                   558                  958                 1,781
   Corporate                                                         606                2,069                 1,047
                                                           ----------------     ----------------    ------------------
                                                       $          10,144               19,112                29,792
                                                           ================     ================    ==================

</TABLE>

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


<PAGE>


The Company is domiciled in the United States and its segments operate primarily
in the United States. Revenues and fixed assets by geographic area for the years
ended December 31, 2002, 2001 and 2000 are as follows:

<TABLE>
<S>                                                    <C>                 <C>                 <C>
                                                            2002                2001                2000
                                                       ----------------    ----------------    ---------------
Revenues:
   United States                                    $        979,372           1,278,582          1,503,454
   United Kingdom, Canada and other                          190,103             180,010            172,001
                                                       ----------------    ----------------    ---------------
                                                    $      1,169,475           1,458,592          1,675,455
                                                       ================    ================    ===============
Fixed assets:
   United States                                    $         23,758              43,318             60,059
   United Kingdom, Canada and other                            5,376               6,671              4,741
                                                       ----------------    ----------------    ---------------
                                                    $         29,134              49,989             64,800
                                                       ================    ================    ===============
</TABLE>

There was no single  customer  from whom the Company  derived 10% or more of its
consolidated revenues during 2002, 2001 or 2000.


<PAGE>

                          Independent Auditors' Report

The Board of Directors and Shareholders of CDI Corp.:

We have audited the  accompanying  consolidated  balance sheets of CDI Corp. and
subsidiaries  as of  December  31, 2002 and 2001,  and the related  consolidated
statements  of  earnings,  cash flows and  shareholders'  equity for each of the
three years in the three year period ended December 31, 2002. In connection with
our audits of the  consolidated  financial  statements  we also have audited the
financial statement schedule.  These consolidated  financial  statements and the
financial   statement  schedule  are  the  responsibility  of  management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  financial  position of CDI Corp.  and
subsidiaries  as of  December  31,  2002  and  2001,  and the  results  of their
operations and their cash flows for each of the years in the  three-year  period
ended  December 31, 2002, in conformity  with  accounting  principles  generally
accepted  in the United  States of  America.  Also in our  opinion,  the related
financial  statement  schedule,   when  considered  in  relation  to  the  basic
consolidated  financial  statements taken as a whole,  presents  fairly,  in all
material respects, the information set forth therein.

As discussed in Note 1 to the  Consolidated  Financial  Statements,  the Company
adopted Statement of Financial  Accounting  Standard No. 142, Goodwill and Other
Intangible Assets on January 1, 2002.


Philadelphia, Pennsylvania              /s/         KPMG LLP
February 21, 2003                       ---------------------------------------


<PAGE>


                           CDI CORP. AND SUBSIDIARIES
                          Quarterly Results (Unaudited)
                     Years ended December 31, 2002 and 2001
                     (In thousands, except per share data)

<TABLE>
<S>                                                 <C>              <C>             <C>              <C>              <C>

                                                       First            Second          Third            Fourth
                                                      Quarter          Quarter         Quarter          Quarter           Year
                                                    -------------    -------------   -------------    -------------    ------------
2002
Revenues                                         $      313,134        298,415         287,788          270,138        1,169,475
Gross profit                                             79,324         77,926          76,819           70,724          304,793
Operating (loss) profit                                  (4,368)         2,357          (1,165)           9,877            6,701
Interest (income) expense, net                               85             43            (111)            (132)            (115)
(Loss) earnings from continuing operations               (2,926)         1,443            (597)           6,162            4,082
Discontinued operations                                     468            (70)             27              102              527
Cumulative effect of accounting change                  (13,968)            -               -                -           (13,968)
Net (loss) earnings                              $      (16,426)         1,373            (570)           6,264           (9,359)

Diluted (loss) earnings per share:
Continuing operations                            $        (0.15)          0.07           (0.03)            0.31             0.21
Discontinued operations                          $         0.02             -               -              0.01             0.03

Cumulative effect of accounting change           $        (0.73)            -               -                -             (0.71)
Net (loss) earnings                              $        (0.86)          0.07           (0.03)            0.32            (0.48)

2001
Revenues                                         $      395,074        382,239         351,756          329,523        1,458,592
Gross profit                                            105,354         96,875          87,142           77,646          367,017
Operating profit (loss)                                   6,258          2,248          (2,496)         (29,037)         (23,027)
Interest expense, net                                       938            924             867              336            3,065
Earnings (loss) from continuing operations                3,177            670          (2,190)         (18,361)         (16,704)
Discontinued operations                                     568            319             220              (13)           1,094
Net earnings (loss)                              $        3,745            989          (1,970)         (18,374)         (15,610)

Diluted earnings (loss) per share:
Continuing operations                            $         0.17           0.03           (0.11)           (0.96)           (0.88)
Discontinued operations                          $         0.03           0.02            0.01                -             0.06
Net earnings (loss)                              $         0.20           0.05           (0.10)           (0.96)           (0.82)


</TABLE>

There were $12.6  million of pre-tax  charges ($4.1 million in the first quarter
and  $8.5  million  in the  third  quarter)  in 2002  related  to the  Company's
provision for restructure.

There were  $22.0  million  of  pre-tax  charges  in the fourth  quarter of 2001
related to the Company's provision for restructure.

Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
           FINANCIAL DISCLOSURE.

Not applicable.


<PAGE>


                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  related to  security  ownership  of certain  beneficial  owners and
management is omitted herein as the required  information  will be included in a
definitive  proxy  statement  to be  filed  with  the  Securities  and  Exchange
Commission  pursuant to Regulation 14A no later than 120 days after the close of
the fiscal year.

Item 11. EXECUTIVE COMPENSATION

Information related to executive  compensation is omitted herein as the required
information  will be included in a definitive  proxy  statement to be filed with
the Securities and Exchange  Commission pursuant to Regulation 14A no later than
120 days after the close of the fiscal year.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

Information  related to  security  ownership  of certain  beneficial  owners and
management is omitted herein as the required  information  will be included in a
definitive  proxy  statement  to be  filed  with  the  Securities  and  Exchange
Commission  pursuant to Regulation 14A no later than 120 days after the close of
the fiscal year.

Equity Compensation Plan Information

The  following  table  provides  information  as of December 31, 2002 for common
shares of the Company that may be issued under the CDI Corp. Non-Qualified Stock
Option and Stock  Appreciation  Rights Plan and the CDI Corp. 1998 Non-Qualified
Stock  Option  Plan that were  approved by security  holders.  It also  includes
information  related  to the  CDI  Corp.  Stock  Purchase  Plan  for  Management
Employees  and  Non-Employee  Directors  ("SPP"),  and the 2000  Stock Unit Plan
("SUP") that were not approved by security holders.  See Note 11 in the Notes to
Consolidated  Financial  Statements  for  further  information  related to these
plans.

<TABLE>
<S>                                             <C>                     <C>                      <C>

                                                                                                      Number of
                                                                                                     securities
                                                                                                      remaining
                                                                                                    available for
                                                    Number of                                      future issuance
                                                 securities to be                                   under equity
                                                   issued upon           Weighted average        compensation plans
                                                   exercise of           exercise price of           (excluding
                                                   outstanding              outstanding              securities
                                                options, warrants        options, warrants          reflected in
                                                    and rights              and rights                column A)
                                                --------------------    ---------------------    ---------------------
                                                         A                       B                        C
                                                --------------------    ---------------------    ---------------------
Equity compensation plans approved by                 1,545,332                  $ 20.42                  650,831
security holders

Equity compensation plans not approved by
security holders (a)                                    158,138                  $ 20.53                        -
                                                --------------------                             ---------------------

Total                                                 1,703,470                  $ 20.43                  650,831
                                                ====================                             =====================

</TABLE>

<PAGE>

(a) The number of securities in column A represent units awarded to participants
in the SPP and SUP.  Upon  vesting,  participants  in the plans are  entitled to
receive  an equal  number  of  shares  of the  Company's  common  stock.  Shares
authorized  for  issuance  under  the SPP are  less  than  the  number  of units
outstanding under the plan as of December 31, 2002. There is no stated number of
shares authorized for issuance under the SUP. Units under the SUP have only been
granted on one  occasion and it is not expected  that  additional  units will be
issued in the future. The weighted average share price of $20.53 for the SPP and
SUP  represents  the weighted  average  market price per share of the  Company's
common  stock on the days when units  were  awarded  to  participants  under the
plans.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information related to certain relationships and related transactions is omitted
herein as the  required  information  will be  included  in a  definitive  proxy
statement to be filed with the  Securities and Exchange  Commission  pursuant to
Regulation 14A no later than 120 days after the close of the fiscal year.

Item 14.  CONTROLS AND PROCEDURES

The Company has conducted an evaluation of the  effectiveness  of its disclosure
controls and procedures under the supervision of its Chief Executive Officer and
its Chief  Financial  Officer  within 90 days of the filing  date of this annual
report on Form 10-K. Based on this evaluation,  the Chief Executive  Officer and
Chief Financial  Officer have concluded that the Company's  disclosure  controls
and procedures  provide  reasonable  assurance that  information  required to be
disclosed by the Company in reports filed under the  Securities  Exchange Act of
1934 is recorded, processed, summarized and reported upon in such reports within
the time periods  specified for their filing. It should be noted that the design
of any  system of  controls  is based in part on certain  assumptions  about the
likelihood of future events.  A control system,  no matter how well designed and
implemented,  can provide  only  reasonable,  not absolute  assurance,  that the
objectives of the control system will be met.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect these controls subsequent to the
date of their evaluation.


<PAGE>



                                    PART IV


Item 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

(a)   Documents filed as part of this report

Financial statements  The  consolidated  balance  sheets of the Registrant as of
        December  31, 2002 and 2001,  the  related  consolidated  statements  of
        earnings,  shareholders'  equity  and cash  flows  for each of the years
        ended December 31, 2002,  2001 and 2000,  the footnotes  thereto and the
        report of KPMG LLP, independent auditors, are filed herewith.

Financial statement schedules
Schedule submitted for the years ended December 31, 2002, 2001 and 2000.

II - Valuation and Qualifying Accounts

(b)  Registrant  did not file a Form 8-K during the quarter  ended  December 31,
2002.

(c)  Exhibits

3.a.    Articles of  incorporation  of the  Registrant,  incorporated  herein by
        reference to the Registrant's  report on Form 10-Q for the quarter ended
        June 30, 2002 (File No. 1-5519).

   b.   Bylaws  of the  Registrant,  incorporated  herein  by  reference  to the
        Registrant's  report on Form 10-Q for the  quarter  ended June 30,  2002
        (File No. 1-5519).

10.a.   CDI Corp.  Non-Qualified  Stock  Option and Stock  Appreciation  Rights
        Plan.  (Constitutes  a  management  contract  or  compensatory  plan or
        arrangement.)

   b.   Amended and Restated  CDI Corp.  1998  Non-Qualified  Stock Option Plan.
        (Constitutes a management contract or compensatory plan or arrangement)

   c.   Amended  and  Restated  CDI Corp.  Stock  Purchase  Plan for  Management
        Employees and Non-Employee  Directors,  incorporated herein by reference
        to the  Registrant's  report on Form 10-Q for the quarter ended June 30,
        2000  (File  No.   1-5519).   (Constitutes  a  management   contract  or
        compensatory plan or arrangement)

   d.   CDI Corp.  2000 Stock Unit Plan.  (Constitutes a management  contract or
        compensatory plan or arrangement)

   e.   Executive Severance  Arrangement Approved by the CDI Corp.  Compensation
        Committee  on  September  10,  2002,  incorporated  by  reference to the
        Registrant's  report on Form 10-Q for the quarter  ended  September  30,
        2002  (File  No.   1-5519).   (Constitutes  a  management   contract  or
        compensatory plan or arrangement)

   f.   Supplemental   Pension  Agreement  dated  April  11,  1978  between  CDI
        Corporation and Walter R. Garrison.  (Constitutes a management  contract
        or compensatory plan or arrangement)

   g.   Consulting Agreement dated as of April 7, 1997 by and between Registrant
        and Walter R. Garrison,  incorporated  by reference to the  Registrant's
        report  on Form  10-Q for the  quarter  ended  June 30,  1997  (File No.
        1-5519).  (Constitutes  a management  contract or  compensatory  plan or
        arrangement)

   h.   Amendment dated as of April 12, 2000 to Consulting Agreement dated as of
        April  7,  1997  by and  between  Registrant  and  Walter  R.  Garrison,
        incorporated herein by reference to the Registrant's report on Form 10-Q

<PAGE>

        for the quarter ended June 30, 2000 (File No.  1-5519).  (Constitutes  a
        management contract or compensatory plan or arrangement)

   i.   Employment Agreement dated October 1, 2001, between Registrant and Roger
        H. Ballou,  incorporated by reference to the Registrant's report on Form
        10-K  for  the  year  ended  December  31,  2001.   (File  No.  1-5519).
        (Constitutes a management contract or compensatory plan or arrangement)

   j.   Note dated March 14, 2002 from Roger Ballou and Georgeann  Ballou to CDI
        Corporation,  incorporated  by reference to the  Registrant's  report on
        Form 10-Q for the  quarter  ended  March  31,  2002  (File No.  1-5519).
        (Constitutes a management contract or compensatory plan or agreement)

   k.   Agreement dated March 14, 2002 between Roger Ballou and Georgeann Ballou
        and CDI  Corporation  regarding  the sale of the  Ballous'  residence in
        Washington,  D.C.,  incorporated by reference to the Registrant's report
        on Form 10-Q for the quarter  ended  March 31,  2002 (File No.  1-5519).
        (Constitutes a management contract or compensatory plan or agreement)

   l.   Non-Qualified  Stock  Option  Agreement  dated  October 14, 2002 between
        Registrant  and Jay G. Stuart.  (Constitutes  a  management  contract or
        compensatory plan or agreement)

   m.   Restricted Stock Agreement dated October 14, 2002 between Registrant and
        Jay G. Stuart.  (Constitutes a management  contract or compensatory plan
        or agreement)

   n.   Employment Agreement effective January 1, 1998 by and between Registrant
        and  Joseph  R.  Seiders,   incorporated  herein  by  reference  to  the
        Registrant's  report on Form 10-Q for the  quarter  ended March 31, 1998
        (File No.  1-5519).  (Constitutes a management  contract or compensatory
        plan or arrangement.)

   o.   Restricted  Stock  Agreement  dated  as  of  October  25,  1999  between
        Registrant  and Gregory L. Cowan,  incorporated  herein by  reference to
        Registrant's  report on Form 10-K for the year ended  December  31, 1999
        (File No.  1-5519).  (Constitutes a management  contract or compensatory
        plan or arrangement.)

   p.   Agreement between Registrant and Gregory L. Cowan effective November 15,
        2002  regarding  his  severance  agreement.  (Constitutes  a  management
        contract or compensatory plan or arrangement)

   q.   Consulting  and  Non-Competition  Agreement  and  Release  and Waiver of
        Claims  dated June 4, 2001 by and  between the  Registrant  and Brian J.
        Bohling,  incorporated by reference to the  Registrant's  report on Form
        10-Q for the quarter ended June 30, 2001 (File No. 1-5519). (Constitutes
        a management contract or compensatory plan or agreement)

21.     Subsidiaries of the Registrant

23.     Consents of experts and counsel.

99.a.   Certification of Chief Executive Officer,  Pursuant to 18 U.S.C. Section
        1350, as Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
        2002

99.b.   Certification of Chief Financial Officer,  Pursuant to 18 U.S.C. Section
        1350, As Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act of
        2002.


<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

-------------------------------------


By: /s/ Roger H. Ballou
-------------------------------------
    President and Chief Executive
    Officer

-------------------------------------
Date:   March 26, 2003


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

By: /s/ Roger H. Ballou
-------------------------------------
    Roger H. Ballou
    President, Chief
    Executive Officer and Director
    (Principal Executive Officer)

-------------------------------------
Date:   March 26, 2003



By:  /s/ Jay G. Stuart
-------------------------------------
     Jay G. Stuart
     Executive Vice President
     and Chief Financial Officer
     (Principal Financial and
     Accounting Officer)

-------------------------------------
Date:   March 26, 2003


By: /s/ Walter E. Blankley
-------------------------------------
    Walter E. Blankley
    Director


Date:   March 24, 2003
-------------------------------------

By: /s/ Michael J. Emmi
-------------------------------------
    Michael J. Emmi
    Director

Date:   March 24, 2003
-------------------------------------

By: /s/ Walter R. Garrison
-------------------------------------
    Walter R. Garrison
    Director


Date:   March 23, 2003
-------------------------------------

By: /s/ Kay Hahn Harrell
-------------------------------------
    Kay Hahn Harrell
    Director

Date:   March 25, 2003
-------------------------------------

By: /s/ Lawrence C. Karlson
-------------------------------------
    Lawrence C. Karlson
    Director


Date:   March 24, 2003
-------------------------------------

By: /s/ Alan B. Miller
-------------------------------------
    Alan B. Miller
    Director


Date:   March 21, 2003
-------------------------------------

By: /s/ Barton J. Winokur
-------------------------------------
    Barton J. Winokur
    Director


Date:   March 25, 2003
-------------------------------------

-------------------------------------
<PAGE>



                                 CERTIFICATION
I, Roger H. Ballou, certify that:

1.   I have reviewed  this annual report on Form 10-K of CDI Corp.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation Date"); and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent  functions):  a) all  significant  deficiencies in the design or
     operation  of  internal   controls   which  could   adversely   affect  the
     registrant's  ability to record,  process,  summarize and report  financial
     data  and  have  identified  for the  registrant's  auditors  any  material
     weaknesses in internal controls; and b) any fraud, whether or not material,
     that involves  management or other employees who have a significant role in
     the  registrant's   internal  controls;   and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date: March 26, 2003



                                         By:      /s/ Roger H. Ballou
                                        -------------------------------------
                                         ROGER H. BALLOU
                                         President and Chief Executive Officer



<PAGE>



                                 CERTIFICATION

I, Jay G. Stuart, certify that:

1.   I have reviewed  this annual report on Form 10-K of CDI Corp.;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this annual report (the "Evaluation  Date");  and

     c)   presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation  as of the  Evaluation  Date;

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal  controls;  and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.


Date: March 26, 2003


                                        By:      /s/ Jay G. Stuart
                                        -------------------------------------
                                        JAY G. STUART
                                        Executive Vice President and
                                        Chief Financial Officer



<PAGE>

Schedule II

                           CDI CORP. AND SUBSIDIARIES
                       Valuation and Qualifying Accounts
                   (Allowance for Uncollectible Receivables)

                  Years ended December 31, 2002, 2001 and 2000

<TABLE>

<S>                       <C>                 <C>                 <C>                 <C>
                                                                   Uncollectible
                                                                    receivables
                            Balance at           Additions         written off,
                           beginning of         charged to            net of          Balance at end
                               year              earnings           recoveries            of year
                          ----------------    ----------------    ----------------    ----------------

December 31, 2002          $ 8,162,000           3,246,000           3,725,000           7,683,000

December 31, 2001          $ 3,480,000           9,436,000           4,754,000           8,162,000

December 31, 2000          $ 4,203,000           3,863,000           4,586,000           3,480,000

</TABLE>


<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   CDI CORP.


                                    EXHIBITS

                                       to

                                  Annual Report

                                    FORM 10-K

                          Year ended December 31, 2002

                                      Under

                        SECURITIES EXCHANGE ACT OF 1934


<PAGE>

                               INDEX TO EXHIBITS



Number                         Exhibit                                  Page
------     ----------------------------------------------           -----------

3.a.   Articles  of  incorporation  of the  Registrant,
       incorporated  herein by reference to the  Registrant's
       report on Form 10-Q for the quarter ended June 30, 2002
       (File No. 1-5519).

   b.  Bylaws  of  the  Registrant,  incorporated  herein  by
       reference  to the Registrant's  report on Form 10-Q for the
       quarter  ended  June 30,  2002 (File No. 1-5519).

10.a.  CDI Corp.  Non-Qualified Stock Option and Stock Appreciation       56
       Rights Plan.  (Constitutes   a  56  management   contract  or
       compensatory   plan  or arrangement.)

   b.  Amended  and  Restated  CDI  Corp.   1998   Non-Qualified          61
       Stock  Option Plan. (Constitutes  a  management  61  contract
       or  compensatory  plan or arrangement)

   c.  Amended  and  Restated  CDI  Corp.  Stock  Purchase  Plan
       for  Management Employees and Non-Employee Directors,
       incorporated herein by reference to the Registrant's  report
       on Form 10-Q for the quarter ended June 30, 2000 (File
       No.  1-5519).  (Constitutes a management  contract or
       compensatory plan or arrangement)

   d.  CDI Corp.  2000 Stock Unit Plan.  (Constitutes a                   66
       management  contract or compensatory plan or 66 arrangement)

   e.  Executive Severance  Arrangement  Approved by the CDI Corp.
       Compensation Committee  on  September  10,  2002,  incorporated
       by  reference  to the Registrant's report on Form 10-Q for the
       quarter ended September 30, 2002 (File No.  1-5519).
       (Constitutes a management  contract or  compensatory plan or
       arrangement)

   f.  Supplemental   Pension   Agreement  dated  April  11,  1978        69
       between  CDI Corporation and Walter R. 72 Garrison. (Constitutes
       a management contract or compensatory plan or arrangement)

   g.  Consulting  Agreement dated as of April 7, 1997 by and between
       Registrant and Walter R. Garrison,  incorporated herein by
       reference to Registrant's report  on Form  10-Q for the  quarter
       ended  June 30,  1997  (File  No. 1-5519).  (Constitutes  a
       management  contract or  compensatory  plan or arrangement)

   h.  Amendment dated as of April 12, 2000 to Consulting  Agreement
       dated as of April  7,  1997  by  and  between  Registrant  and
       Walter  R.  Garrison, incorporated  herein by reference to the
       Registrant's report on Form 10-Q for the  quarter  ended June 30,
       2000 (File No.  1-5519).  (Constitutes a management contract or
       compensatory plan or arrangement)

   i.  Employment  Agreement dated October 1, 2001, between Registrant
       and Roger H. Ballou,  incorporated by reference to the Registrant's
       report on Form 10-K  for  the  year  ended  December  31,  2001.
       (File  No.   1-5519).  (Constitutes a management contract or
       compensatory plan or arrangement)

   j.  Note dated March 14, 2002 from Roger Ballou and  Georgeann  Ballou
       to CDI Corporation, incorporated by reference to the Registrant's
       report on Form 10-Q for the quarter ended March 31, 2002 (File
       No. 1-5519). (Constitutes a management contract or compensatory
       plan or agreement)

   k.  Agreement dated March 14, 2002 between Roger Ballou and Georgeann
       Ballou and CDI  Corporation  regarding  the sale of the  Ballous'
       residence  in Washington, D.C., incorporated by reference to the
       Registrant's report on Form 10-Q for the  quarter  ended  March  31,
       2002  (File  No.  1-5519).  (Constitutes a management contract or
       compensatory plan or agreement)

   l.  Non-Qualified  Stock  Option  Agreement  dated  October 14, 2002   70
       between Registrant and Jay G. 74 Stuart.  (Constitutes  a
       management contract or compensatory plan or agreement)

   m.  Restricted Stock Agreement dated October 14, 2002 between          74
       Registrant and Jay G. Stuart. 78 (Constitutes a management
       contract or compensatory plan or agreement)

   n.  Employment  Agreement effective January 1, 1998 by and
       between Registrant and  Joseph  R.  Seiders, incorporated herein
       by  reference  to  the Registrant's  report on Form 10-Q for the
       quarter  ended  March 31, 1998 (File No.  1-5519).  (Constitutes
       a management  contract or  compensatory plan or arrangement)

   o.  Restricted   Stock  Agreement  dated  as  of  October  25,  1999
       between Registrant and Gregory L. Cowan,  incorporated herein by
       reference to the Registrant's  report on Form 10-K for the year
       ended  December  31,  1999 (File No.  1-5519). (Constitutes a
       management  contract or  compensatory plan or arrangement)

   p.  Agreement  Regarding  Severance  between  Registrant and Gregory   76
       L. Cowan effective  November 15, 80 2002.  (Constitutes  a
       management contract or compensatory plan or arrangement)

   q.  Consulting and Non-Competition Agreement and Release and Waiver
       of Claims dated June 4, 2001 by and between the  Registrant  and
       Brian J.  Bohling, incorporated by reference to the Registrant's
       report on Form 10-Q for the quarter ended June 30,  2001
       (File No. 1-5519).  (Constitutes a management contract or
       compensatory plan or agreement)

21.    Subsidiaries of the Registrant

23.    Consents of experts and counsel

99.a.  Certification of Chief Executive Officer,  Pursuant to 18 U.S.C.
       Section 1350 as Adopted Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002                                         84

99.b.  Certification of Chief Financial Officer,  Pursuant to 18 U.S.C.
       Section 1350 as Adopted Pursuant to Section 906 of the
       Sarbanes-Oxley Act of 2002                                         85