UNITED STATES                                1
                       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, 2001
                                             -----------------
                                        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 Identification
 incorporation or organization)                                 Number)

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

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. [X]

     The aggregate market value as of February 15, 2002 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                      $252,336,574
     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 15, 2002 were:
     Common stock, $.10 par value                      19,138,615 shares
     Class B common stock, $.10 par value              None

                       DOCUMENTS INCORPORATED BY REFERENCE

                                                          Part of Form 10-K into
               Documents                                    which incorporated
     Proxy Statement for Annual Meeting
      of Shareholders to be Held May 7, 2002                     Part III



<PAGE>



                                                                              2


                                       PART I

Item 1.   BUSINESS.

THE COMPANY

     OVERVIEW

     CDI Corp. (the "Registrant" or the "Company") is in the business of
providing staffing, project management and permanent placement services. The
Company's principal executive offices are located in Philadelphia, Pennsylvania.
The Company's revenues are derived primarily from Fortune 1000 companies
serviced primarily in the United States.

     The Company's foreign operations are primarily located in the United
Kingdom and Canada.

     The following chart shows the primary activities of the Company's four
operating segments:

                                                  Primary Activities
                                ----------------------------------------------
                                                        Clerical/
                                Technical  Project   Administrative  Permanent
      Segment                   Staffing   Services     Staffing     Placement
      -------                   ---------  --------  --------------  ---------
Information Technology Services     X          X
Technical Services                  X          X
Management Recruiters                                       X             X
Todays Staffing                                             X

     Personnel are recruited by the Company and assigned to work for customers
in each segment of the Company's operations. Such recruited personnel are
employees of the Company. The Company assumes risk with respect to the
performances of its services and the acceptability of its employees to its
customers.

     In certain cases, particularly in the Information Technology Services and
Technical Services segments, the services of personnel ("supplier associates
employees") supplied by other staffing companies or contractors ("supplier
associates") are used to fulfill customer expectations or 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
supplier associates who have the responsibility for the performance
acceptability of their personnel to the customer.

     Management Recruiters ("MRI") is in the business of providing permanent
placement services with over 1,000 franchise locations throughout the world. MRI
also operates company store locations that provide permanent placement and
clerical/administrative staffing services. This operating segment derives its
revenue from placement fees, initial franchise fees, continuing franchise
royalties and clerical/administrative staffing services.

     In December 2001 as part of a Plan of Restructure  (the Plan),  the Company
decided, effective January 2002, to reorganize its business along four operating
segments:  Professional  Services,  Project Management,  Permanent Placement and
Temporary  Staffing.  The Permanent  Placement and Temporary  Staffing  segments
consist

<PAGE>

                                                                              3


of the existing Management Recruiters and Todays Staffing operating segments.
The Professional Services segment consists of the Technical Services staffing
business, the Information Technology Services staffing business and the
Company's AndersElite operations in the United Kingdom. The Project Management
operating segment consists of CDI's engineering, information technology and
telecommunications project management business. Unless otherwise noted,
discussions which follow refer to the operating segments used by the Company
during 2001.

     OPERATING SEGMENTS

     The following table sets forth (in thousands) the revenues and earnings
from continuing operations before income taxes and minority interests
attributable to the 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.

                                                    Years ended December 31,
                                               -------------------------------
                                                 2001       2000       1999
                                               ---------  ---------  ---------
Revenues
--------
Information Technology Services              $   352,157    355,693    331,521
Technical Services                               840,015    985,891    929,118
Management Recruiters                            102,220    136,752    113,343
Todays Staffing                                  193,666    238,908    227,895
                                               ---------  ---------  ---------
                                             $ 1,488,058  1,717,244  1,601,877
                                               =========  =========  =========
Earnings (loss) from continuing
operations before income
taxes and minority interests
----------------------------
Operating (loss) profit
  Information Technology Services            $    11,832     17,369     22,581
  Technical Services                             (24,883)    21,827     44,435
  Management Recruiters                           12,746     30,716     22,450
  Todays Staffing                                  2,616     15,153     15,166
  Corporate expenses                             (23,448)   (25,260)   (18,656)
                                               ---------  ---------  ---------
                                                 (21,137)    59,805     85,976
Interest expense                                   3,065      5,189      2,114
                                               ---------  ---------  ---------
                                             $   (24,202)    54,616     83,862
                                               =========  =========  =========
Assets
------
Information Technology Services              $   104,787    133,413    131,303
Technical Services                               242,233    314,897    276,691
Management Recruiters                             47,247     52,029     54,821
Todays Staffing                                   50,171     62,199     58,555
Corporate                                         28,134      9,491      9,454
Net assets of discontinued operations                  -          -        856
                                                ---------  ---------   --------
                                             $   472,572 $  572,029    531,680
                                               =========  ==========   =======



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                                                                              4


INFORMATION TECHNOLOGY SERVICES

     The Registrant's Information Technology Services operating segment provides
staffing, managed staffing, project outsourcing and functional outsourcing
services in the information technology markets. In providing its staffing
services, the segment recruits and hires employees or secures supplier
associates employees and provides these personnel to customers. Customers use
the segment's employees or supplier associates employees to develop, design and
maintain information systems.

     In managed information technology staffing, the segment not only provides
employees but may also manage the customer's entire information technology
contract staffing needs. When providing managed staffing services, the segment
frequently establishes a branch office at one or more of the customer's local
facilities, staffs it with employees from the segment, and ties that branch into
the segment's business systems. In some instances, managed information
technology staffing services also include the coordination of supplier
associates employees assigned to the customer from other staffing companies.

     In information technology outsourcing, the segment assumes certain
responsibilities for a service or a deliverable. Outsourcing services are
focused on distributed systems management, application development and
maintenance support, help desk services and PC support. In most instances, these
outsourcing services are located on site at the customer's premises.

     During the year ended December 31, 2001, Information Technology Services
provided services to several hundred customers. Historically, much of its
business has been performed for large industrial corporations, but the segment
has begun to penetrate non-industrial fields such as banking and financial
services. Customers are geographically dispersed. Managed staffing and
outsourcing services are concentrated among a small number of these customers,
which tend to be among the largest U.S. corporations. In 2001, one large
industrial corporation comprised approximately 25% of Information Technology
Services' total revenues.

     Since much of the business of Information Technology Services and Technical
Services is performed for large multi-national manufacturing companies, a
material portion of the revenues for each of these segments is derived from many
of the same customers.

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

     Supplier associates employees are engaged through another staffing company
or contractor to work on an assignment for a customer. At the end of an
assignment the services of supplier associates are typically terminated.

     Information Technology Services' personnel are attracted to this type of
employment by the opportunity to work on "state-of-the-art" projects and by the
geographic and industry diversity of projects. In addition, they may be
compensated at higher hourly rates than the hourly rate equivalent paid to
personnel with similar backgrounds and experience employed by the segment's
customers.



<PAGE>



                                                                              5


     Information Technology Services' employees are on Information Technology
Services' payroll and are subject to its administrative control. When staffing
services are provided at a customer's location, the customer retains technical
and supervisory control. When the segment provides managed staffing services,
the segment may provide additional administrative supervision for its personnel.

     The ability of Information Technology Services to find and hire personnel
with the capabilities required by customers is critical to its operations.
During periods of high demand for specific skills, it is not uncommon for
Information Technology Services to experience pressure to pay higher wage rates
or lose employees to competitors who will pay higher 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 are filled quickly.

     Pricing under most contracts between Information Technology Services and
its customers is based on prevailing hourly rates of pay. Contracts generally do
not obligate the customer to pay for any fixed number of hours. Both the
customer and the segment have the right to terminate the contract, usually on
short notice. Similarly, Information Technology Services maintains the right to
terminate employees at will. Some customer contracts contain limitations on the
maximum cost to the customer expressed either in a dollar amount or a maximum
number of worker hours to be provided.

     Information Technology Services operates through a network of approximately
36 sales and recruiting offices located in major markets throughout the United
States and 4 international offices. As part of its Plan of Restructure the
segment intends to close 4 offices.

     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.

     Industry analysts estimate the market for the Information Technology sector
of the staffing industry to be approximately $26 billion a year. No single
company or small group of companies is dominant. Competition in the industry is
intense from national, regional and local companies, some of which serve only
selected markets.

TECHNICAL SERVICES

     The Registrant's Technical Services operating segment provides staffing,
managed staffing, outsourcing and consulting services in engineering and other
technical fields.



<PAGE>



                                                                              6


     In providing its staffing services, the segment recruits and hires
employees or supplier associate companies. Customers use the segment's employees
or supplier associates employees for expansion programs, to staff special
projects and to meet peak period manpower needs.

     In managed technical staffing, the segment not only provides the employees
but may also manage the customer's entire contract staffing requirements. When
providing managed staffing services, the segment frequently establishes a branch
office at one or more of the customer's facilities, staffs it with employees
from the segment, and connects that branch 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.

     In technical outsourcing, the 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, the segment might be
called upon to furnish the site as well as to furnish the computer systems
needed to support the operations. The segment sometimes maintains stand-alone
operations, which provide off-site services to multiple customers.

     Technical Services also performs engineering consulting, providing services
such as project planning and feasibility studies, conceptual engineering, detail
engineering and design, procurement and project management. These activities
typically take place at the segment's own facilities where the segment furnishes
the computer systems support.

     During the year ended December 31, 2001, Technical Services provided
services to approximately 2,000 customers. Much of its business is performed for
large multi-national manufacturing companies. Historically, the segment's
largest markets have been aircraft/aerospace, automotive,
hydrocarbon/petrochemical, construction, electronics, industrial equipment,
marine and telecommunications. The segment is currently refocusing and narrowing
its target markets to include higher-margin services in pharmaceuticals,
specialty chemicals and biotechnology. Customers are geographically dispersed.
Managed staffing, outsourcing and consulting services are concentrated among a
small number of these customers, which tend to be among the largest U.S.
industrial corporations.

     Since much of the business of Information Technology Services and Technical
Services is performed for large multi-national manufacturing companies, a
material portion of the revenues for each of these segments is derived from many
of the same customers.

     Services are performed in customers' facilities ("in-customer") and in
Technical Services' own facilities ("in-house") depending upon industry practice
and the needs and preferences of customers. During the year ended December 31,
2001, approximately 80% of the segment's revenues were generated through
in-customer work with the remaining 20% generated in-house.

     In-customer staffing employees are hired by the segment and assigned to
work for a customer. The period of assignment depends upon the duration of the
need for the skills of an individual employee. At the end of an assignment, an
employee is either reassigned within a current customer, assigned to perform
services with another customer, or employment is terminated.


<PAGE>



                                                                              7


     Supplier associates employees are engaged through another staffing company
or contractor to work on an assignment for a customer. At the end of an
assignment the services of supplier associates are typically terminated.

     Technical Services' personnel are attracted to this type of employment by
the opportunity to work on "state-of-the-art" projects and by the geographic and
industry diversity of projects. In addition, they may be compensated at higher
hourly rates than the hourly rate equivalent paid to personnel with similar
backgrounds and experience employed by the segment's customers.

     When performing services on an in-customer basis, Technical Services'
employees are on Technical Services' payroll and 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 personnel.

     When services are performed in-house, Technical Services generally provides
supervision for employees, and may have increased responsibility for the
performance of work that is generally monitored in conjunction with customer
personnel.

     The demand for in-house services is generally more constant than for
in-customer staffing services. Consequently, the duration of employment of
employees working on in-house services is usually longer than for employees
working in in-customer staffing. Supervisory personnel at managed programs and
at in-house facilities are generally long-term employees and are important to
the continuing relationship with customers.

     The ability of Technical Services 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 Technical Services 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
customer requirements may be filled quickly.

     Pricing under most contracts between Technical Services and its customers
is based on prevailing hourly rates of pay. Contracts generally do not obligate
the customer to pay for any fixed number of hours. Both the customer and the
segment have the right to terminate the contract, usually on short notice.
Similarly, Technical Services maintains the right to terminate employees at
will. Some customer contracts contain limitations on the maximum cost expressed
either in a dollar amount or a maximum number of worker hours to be provided.

     Technical Services operates through a network of approximately 106 sales
and recruiting offices and in-house facilities located in major markets
throughout the United States and 20 international offices. As part of its Plan
of Restructure the segment intends to close 12 offices.

     Marketing activities are conducted by divisional and regional management to
ascertain opportunities for Technical Services in specific geographic 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, Technical Services' operating
management stays


<PAGE>



                                                                              8


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.

     Industry analysts estimate the market for the Technical Engineering sector
of the staffing industry to be approximately $5.3 billion a year. The Registrant
believes that it is one of the largest companies providing technical services in
this sector of the market, but that neither it nor any small group of companies
is dominant. Competition in the industry is intense from national, regional and
local companies, some of which serve only selected markets.

MANAGEMENT RECRUITERS

     The Registrant's Management Recruiters operating segment recruits
executive, management, professional, technical, sales and clerical personnel for
permanent employment positions. Candidates are recruited for many different
capacities including accounting, finance, administrative, information
technology, engineering, managerial, personnel, production, research and
development, sales, supervision and technical. This segment derives revenue from
both company-owned and franchise offices.

     Fees for placement services paid by the employers 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, Management Recruiters can be engaged on a
retainer basis for up to a year in duration.

     Management Recruiters also provides professional, executive, middle
management and clerical personnel on a temporary basis, at times with the
objective of permanently placing such personnel with the customer-employer.
Management Recruiters employs these temporary personnel.

     As of December 31, 2001, Management Recruiters had approximately 1,130
franchised offices and 45 company-owned offices providing services to both large
and small employers in virtually all industries. As part of its Plan of
Restructure, the segment intends to close 6 company-owned offices. Of the
franchised offices, 908 are located throughout the United States with 222
offices located internationally. All company-owned offices are located in the
United States. The broad geographic scope of operations enables franchisees and
company-owned offices 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. Management Recruiters
established a direct international presence in 1999 when it acquired a business
headquartered in the United Kingdom that offers search and recruitment services
in 35 countries around the world.

     Franchisees located in the U.S. pay an initial fee approximating $75,000 to
acquire a franchise. The fee is designed to cover the cost of 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 Management Recruiters expertise in the business, and from its Internet
presence,


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                                                                              9


national marketing, public relations support and advertising campaigns. Further,
they receive extensive pre-opening training and start-up assistance on site.
Franchisees also have the right to use Management Recruiters' 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
Management Recruiters encounters significant competition. Employers commonly
offer to more than one company the opportunity to find qualified candidates for
a position making competition for qualified individuals intense. Management
Recruiters' ability to obtain placements with employers is determined more on
its ability to find qualified candidates than on its fee structure.

     Industry analysts estimate the permanent placement market to be $16.1
billion a year. The Registrant believes that Management Recruiters has more
permanent placement field offices than any of its competitors.

TODAYS STAFFING

     The Registrant's Todays Staffing operating segment provides clerical,
secretarial, office support, legal, and a small number of semi-skilled light
industrial personnel to customers on a temporary basis. 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 the
professional segment of legal staffing, Todays Staffing also places personnel on
a permanent basis. This segment is not reliant on supplier associates to any
significant degree.

     Customers retain Todays Staffing to meet peak period manpower needs, to
temporarily replace personnel on vacation and to staff special projects. During
the year ended December 31, 2001, these services were provided to approximately
8,000 customers.

     Services are performed in customers' facilities by Todays Staffing
employees who are hired to work on customers' projects. The period of assignment
depends upon the duration of the need for the skills possessed by an individual
employee. At the end of an assignment, an employee is either reassigned within
the current customer, is assigned to perform services with another customer, or
employment is terminated. Todays Staffing personnel are on Todays Staffing
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 Staffing to locate and hire personnel with
capabilities required by customers is critical to its operations.

     Pricing is based on prevailing hourly rates of pay, and arrangements with
the customer generally do not obligate the customer to pay for any fixed number
of hours. Both the customer and the segment have the right to terminate
services, usually on short notice. Similarly, Todays Staffing maintains the
right to terminate employees at will.

     Todays Staffing operates through a network of approximately 112 sales and
recruiting offices, 10 of which are franchised, situated in the United States
and 13 offices in Canada. As part of its Plan of Restructure, the segment
intends to close 3 company-owned offices. 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.



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                                                                             10


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

     The segment competes with large national companies and many smaller
companies in regional and local markets. The market for the office/clerical
sector of the staffing industry is estimated by industry analysts to be
approximately $22 billion a year.

EMPLOYEES

     At December 31, 2001 the Registrant had approximately 23,570 employees. The
Registrant believes that its relations with its employees are generally good.

Item 2.   PROPERTIES.

     The Information Technology Services operating segment has approximately 36
facilities throughout the United States and 4 facilities internationally,
occupying a total of approximately 122,000 square feet of space. Most of the
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 Technical Services operating segment has approximately 106 facilities
throughout the United States and 20 facilities internationally, occupying a
total of approximately 650,000 square feet of space. Approximately 260,000
square feet is devoted to in-house technical services and the balance to sales,
marketing and administrative functions. The facilities are leased under terms
generally extending up to five years.

     The Management Recruiters operating segment occupies approximately 175,000
square feet of office space at 45 locations, primarily for its company-owned
permanent placement offices. These facilities are leased for varying terms, the
majority of which extend up to five years. Management Recruiters also had 1,130
franchised offices. Franchisees enter into their own leases for which the
segment assumes no obligation.

     The Todays Staffing operating segment occupies approximately 177,000 square
feet of office space at approximately 102 locations for its company-owned
temporary services offices. These facilities are leased for varying terms
generally extending up to five years. Todays Staffing also has 10 franchised
offices. Franchisees enter into their own leases for which the segment assumes
no obligation.

     The Registrant's corporate headquarters is located in Philadelphia,
Pennsylvania occupying 65,000 square feet of office space.



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                                                                             11


Item 3.   LEGAL PROCEEDINGS.

     Not Applicable.





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

     Not applicable.











                                      PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     Stock price and other information regarding the Registrant's common stock
is for the years ended December 31, 2001 and 2000. The Registrant's common stock
is traded on the New York Stock Exchange.

                                                    2001             2000
                                                -------------    -------------
                                                High     Low     High     Low
                                                -----   -----    -----   -----
First quarter                                   17.00   12.00    25.69   18.25
Second quarter                                  18.20   12.50    25.88   18.44
Third quarter                                   18.45   11.05    23.00   14.94
Fourth quarter                                  20.50   13.82    17.44   11.00

     No cash dividends were declared during the years ended December 31, 2001
and 2000. The Company has no present intention of paying cash dividends during
the year ending December 31, 2002.

     Shareholders of record on March 7, 2002 numbered 505. 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 4,400.



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                                                                             12


Item 6.   SELECTED FINANCIAL DATA.

     Following is Selected Financial Data for the years ended December 31, 2001
2000, 1999, 1998 and 1997. The data presented is in thousands, except for per
share data.

                                 2001      2000      1999     1998      1997
                               --------- --------- --------- --------- ---------
Earnings Data
-------------
Revenues                     $1,488,058 1,717,244 1,601,877 1,540,545 1,496,758

(Loss) earnings from
 continuing operations       $  (15,610)   33,003    49,679    44,239    46,934

Discontinued operations                -         -    2,768     1,338    (9,322)
                               --------- --------- --------- --------- ---------
Net (loss) earnings          $  (15,610)   33,003    52,447    45,577    37,612
                               ========= ========= ========= ========= =========

Basic (loss) earnings
  per share:
  (Loss) earnings from
   continuing
   operations               $     (.82)      1.73      2.61      2.25      2.36
  Discontinued
   operations               $        -          -       .15       .07      (.47)
  Net (loss) earnings       $     (.82)      1.73      2.76      2.32      1.89
Diluted (loss) earnings
  per share:
  (Loss) earnings from
   continuing
   operations               $     (.82)      1.73      2.60      2.25      2.36
  Discontinued
   operations               $         -         -       .14       .07      (.47)
  Net (loss) earnings       $     (.82)      1.73      2.74      2.32      1.89

Cash dividends              $         -         -         -         -         -



Balance Sheet Data
------------------
Total assets                $ 472,572     572,029   531,680   435,814   348,837
Long-term debt
   (including current
    portion)                $   7,913      49,623    65,651    35,059         -
Shareholders' equity        $ 310,650     325,795   293,844   240,369   215,585





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                                                                             13


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.

Overview

     CDI Corp. (CDI or the Company) encountered a number of challenges in 2001
that negatively impacted its operating results, the most important of which was
the dramatic slowdown in the United States economy throughout 2001, a pattern
which was accentuated in the fourth quarter after the events of September 11,
2001. Consolidated revenues declined sequentially in each quarter throughout
2001 and also declined compared to the comparable quarters in 2000. The Company
addressed these issues through a number of actions, the most important of which
was the adoption of a Plan of Restructure (the Plan) approved by the Company's
Board of Directors in December 2001. Under the Plan, CDI commenced a process in
January 2002 to exit lower-margin customer relationships, redeploy its assets to
support growth in higher-margin businesses and lower its break-even point
through a structural cost reduction. The Company intends to achieve this cost
reduction through the streamlining of its information technology and financial
systems and its operations management and support structures. In conjunction
with the Plan, the Company recorded a provision for restructure in the fourth
quarter of 2001 related to the following:

Asset impairments                                                $14.2 million
Provision for severance                                            4.7 million
Provision for termination of operating leases                      3.5 million
                                                                 -------------
                                                                 $22.4 million
                                                                 ==============

 The breakdown of the restructuring charge among operating segments was as
follows:

Information Technology Services                                  $ 4.6 million
Technical Services                                                14.5 million
Management Recruiters                                              1.9 million
Todays Staffing                                                    0.6 million
Corporate                                                          0.8 million
                                                                 -------------
                                                                 $22.4 million
                                                                 ==============

      The Plan calls for the decommissioning of the Company's Enterprise
Resource Planning (ERP) system during the first six months of 2002 and the
transition to systems that are targeted to the specific businesses that they
support and that can be maintained at a lower cost. Accordingly, the Company
wrote down its investment in the ERP software by $13.3 million to the estimated
fair value of the software at year-end. Over the six months ending June 30, 2002
the Company will depreciate the remaining estimated fair value of the software
of $5.3 million along with $1.4 million of associated computer hardware on which
the software resides and which has no alternative use. CDI will record
depreciation of $3.3 million per quarter in the first six months of 2002 related
to the plan to decommission the system. The remaining asset impairments of $0.9
million relate to assets at closed units with no alternative use and goodwill.



<PAGE>



                                                                             14


     The provision for severance relates to the involuntary termination of
approximately 350 employees. Management expects this program to be completed by
September 30, 2002. This program was communicated to employees prior to
year-end, and relates to a fundamental reorganization of the Company's lines of
business and the management of those businesses. The Plan also calls for the
exit of certain lower-margin customer relationships and the reorganization of
the remaining business into four operating segments: Professional Services,
Project Management, Permanent Placement and Temporary Staffing. The Permanent
Placement and Temporary Staffing segments are the same as CDI's existing
Management Recruiters (MRI) and Todays Staffing operating segments. The Company
is creating the Professional Services segment by combining the higher-margin
elements of the Technical Services staffing business with the existing
Information Technology Services staffing business. The segment will also include
AndersElite, CDI's United Kingdom subsidiary. The Project Management operating
segment will comprise CDI's engineering, information technology and
telecommunications project management businesses. While the discussion herein
relates to the segments the way the Company was managed in 2001, future reports
will include segment information using the new management structure. Included in
Note 13 to the Company's Consolidated Financial Statements is supplemental
information about the Company as if the new reporting structure had been in
place for 2001.

     The provision for termination of operating leases relates to the Company's
decision to close 25 offices and to consolidate certain locations providing
support services to the operating businesses. The Company commenced closing the
offices and support locations in January 2002 and intends to complete these
closures by September 30, 2002.

     Operating and administrative expenses also contain event-driven charges of
approximately $8.8 million in 2001 including: Additional provision for doubtful
accounts related to the exit of lower-margin customer relationships ($1.9
million), costs associated with the decision to decommission the Company's
Enterprise Resource Planning system ($1.4 million), provisions for severance and
office closures ($3.5 million), the write down of a strategic investment ($1.0
million) and certain other charges ($1.0 million). The breakdown of these
charges by operating segment is as follows:

Information Technology Services                                  $  1.2 million
Technical Services                                                  3.2 million
Management Recruiters                                               0.1 million
Todays Staffing                                                     1.2 million
Corporate                                                           3.1 million
                                                                 --------------
                                                                 $  8.8 million
                                                                  ==============



<PAGE>



                                                                             15


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

Consolidated Results

     The Company recorded consolidated revenues of $1,488.1 million, down $229.2
million (13%) from last year, as each operating segment reported lower revenues.
As noted above, the continuing economic slowdown in the United States adversely
affected the staffing industry in 2001, and was a primary contributing factor to
the decline in revenues. Gross profit of $382.8 million was down $83.9 million
(18%) compared to 2000. The gross profit margin was 25.7% of revenues in 2001
compared to 27.2% in 2000, principally reflecting higher employee costs and a
less favorable mix of business as the economy softened. Operating and
administrative expenses, excluding the restructuring charge of $22.4 million,
were $381.5 million, a decrease of $25.4 million (6%) from the prior year.
Operating and administrative costs include the $8.8 million of event-driven
charges discussed above, an additional increase in the provision for doubtful
accounts of $3.7 million (related principally to the increased frequency of
bankruptcies among CDI's customers in 2001) and higher depreciation of $4.3
million (related principally to management information systems infrastructure).
Operating and administrative costs fell in spite of these increases as cost
savings initiatives which commenced in the second quarter had an increasing
effect throughout the year.

     Interest expense of $3.1 million fell $2.1 million (41%) from the prior
year, mostly reflecting reduced average borrowings during the year as well as
lower interest rates. The Company's effective income tax rate was 37.2% in 2001
compared to 38.0% in 2000.

     The Company's loss per share in 2001 was $.82 compared to earnings per
diluted share of $1.73 last year. In the current year, basic and diluted shares
are the same because including common stock equivalents would have been
antidilutive. Acquisition activity in 2001 was not significant and therefore did
not significantly affect results of operations.

Similarly, for the year ended 2000 the Company also incurred event-driven
charges as follows:

Resolution of dispute with health insurance provider             $   4.4 million
Billing adjustments                                                  4.5 million
Executive separation costs                                           1.1 million
Other                                                                1.7 million
                                                                 ---------------
                                                                  $ 11.7 million
                                                                 ===============




<PAGE>





                                                                             16


 These charges are broken down by operating segment as follows:

Information Technology Services                                    $ 1.5 million
Technical Services                                                   8.3 million
Todays Staffing                                                      0.2 million
Corporate                                                            1.7 million
                                                                 ---------------
                                                                  $ 11.7 million
                                                                 ===============

     During 2000, the Company reached a settlement with its health insurance
provider related to rates and claims payments. As a result, the Company recorded
a charge of $4.4 million. The Company also completed an extensive review of its
customer accounts and related costs and following that review and reflecting
management's assessment of the Company's ultimate ability to recover these
amounts, adjustments totaling $4.5 million were charged to operations. The
Company also recorded $1.1 million of separation costs associated with changes
in management personnel, including the Company's former President and Chief
Executive Officer.

     Finally, in 2000 the Company recorded other charges of $1.7 million related
to decisions made subsequent to the resignation of its former President and
Chief Executive Officer including the cancellation of consulting contracts,
costs associated with acquisitions the Company was no longer pursuing, the
write-off of a start-up investment and costs associated with the decision to
close two Company offices.

Segment Discussion

Information Technology Services

      Information Technology Services' revenues of $352.2 million were $3.5
million (1%) lower than the previous year. The segment had experienced higher
revenues in the early part of the year as new business initiatives undertaken in
the second half of 2000 took hold. The slowing economy reversed this trend in
the second half of 2001. However, the Company's Innovantage business, which
supplies higher-level information technology consulting and outsourcing
services, experienced higher revenues in 2001 compared to 2000. The segment
reported operating income of $17.6 million, excluding the restructuring and
event-driven charges noted above ($11.8 million including such charges),
compared to an operating profit of $18.9 million last year excluding the charges
in 2000 noted above ($17.4 million including such charges). The reduced
operating profit represents a lower direct margin on the unit's sales, mostly
reflecting higher employee expenses and an unfavorable shift in the mix of
business, partially offset by reduced operating and administrative expenses.
During 2001 and 2000, one customer accounted for approximately 25% of total
segment revenues.


<PAGE>



                                                                             17


Technical Services

      The Technical Services operating segment had revenues of $840.0 million, a
reduction of $145.9 million (15%) from 2000. Throughout the year, the
segment's quarterly revenues fell sequentially as well as compared to the
comparable quarters of 2000 because of the slowing economy, which reduced demand
in each of the segment's businesses (staffing, engineering services and
telecommunications) from many of the segment's large, industrial customers.
Additionally, the segment's revenues were adversely affected by the decision to
exit lower-margin customer relationships. The unit experienced an operating loss
of $7.2 million in 2001 excluding the restructuring and event-driven charges
noted above ($24.9 million including such charges), compared to an operating
profit of $30.1 million in 2000 excluding the charges in 2000 noted above ($21.8
million including such charges). The operating loss resulted principally from
the lower revenues, which caused the unit to perform below its break-even point,
although higher employee benefits costs and a less favorable mix of business
also caused a reduction in gross profit margin.


Todays Staffing (Todays)

      Todays revenues of $193.7 million were $45.2 million (19%) lower than
2000, as the slowing economy particularly impacted Todays' administrative
staffing business. Additionally, the unit experienced an unfavorable shift in
mix of business to less profitable managed staffing arrangements. Todays had an
operating profit of $4.4 million, excluding restructuring and event-driven
charges ($2.6 million including such charges), compared to an operating profit
of $15.4 million, excluding the charges in 2000 noted above ($15.2 million
including such charges). Lower operating and administrative costs were not
sufficient to offset the reductions in revenues and gross profit.

Management Recruiters (MRI)

      MRI's revenues in 2001 of $102.2 million fell $34.5 million (25%) from the
prior year, also reflecting the slowing economy and its impact on demand for
permanent placement services. Revenues declined at both MRI-owned locations and
in franchise revenue received from MRI's franchised locations. The segment had
an operating profit of $14.7 million, excluding restructuring and event-driven
charges ($12.7 million including such charges), compared to an operating profit
of $30.7 million last year. The reduction in revenues was the primary reason for
lower operating profit in 2001.

Corporate

      Corporate expenses in 2001 totaled $19.5 million excluding restructuring
and event-driven charges ($23.4 million including such charges), compared to
$23.6 million last year, excluding the charges noted above ($25.3 million
including such charges). The reduction in corporate expenses resulted from
reduced corporate-sponsored spending on information technology infrastructure
and tighter cost controls.

     Corporate expenses include costs of $2.8 million in 2001 related to its
investment in a start-up company that is intended to provide internet-based
third-party administration of staffing and human resources requirements.


<PAGE>



                                                                             18


Results of Operations, year ended December 31, 2000 vs. year ended December 31,
1999

Consolidated Results

      The Company achieved revenues of $1,717.2 million in 2000, an increase of
$115.4 million (7%) over 1999. All operating segments achieved year-over-year
growth in revenues. Gross profit of $466.8 million increased $42.1 million (10%)
over the prior year. The gross profit margin improved to 27.2% in 2000 from
26.5% in 1999. The improvement in margin reflected the Company's increased
emphasis on contract pricing and improved operating results at MRI.

      Operating and administrative costs of $407.0 million rose $68.3 million
(20%) compared to 1999. During 2000, the Company invested in additional
recruiters, management and infrastructure as well as new business initiatives.
In addition, recruiter compensation and bonus structures were changed to promote
retention and increase productivity in light of very challenging labor supply
and competitive pressures. The Company also incurred additional system costs to
support its front- and back-office systems.

      The 1999 operating profit of $86.0 million fell $26.2 million (30%) to
$59.8 million in 2000. As noted above, the Company was faced with very
challenging recruiting and employee market conditions in 2000, along with the
additional charges of $11.7 million discussed above, both of which served to
increase costs. Interest expense of $5.2 million more than doubled from $2.1
million in 1999, primarily as a result of higher average borrowings during the
year. The Company's income tax rate was 38.0% in 2000 compared to 39.3% in 1999,
primarily as a result of state tax minimization strategies. Earnings per share
were $1.73 per diluted share in 2000, compared to $2.60 per diluted share from
continuing operations in 1999. There were no discontinued operations in 2000.
Acquisition activity in 2000 was not significant and did not have a significant
effect on results of operations.

Segment Discussion

Information Technology Services

      Information Technology Services operating segment revenues of $355.7
million rose $24.2 million (7%) compared to 1999. The segment experienced softer
demand for its services in the early part of 2000 (attributed by management to
major customers' hesitancy to launch new spending programs on the heels of
spending required to maintain Year 2000 readiness). During the second half of
2000, the segment experienced increased demand as customers initiated new
systems projects, connected new systems to the Internet, and developed formal
outsourcing strategies in areas such as console operations and help-desk
support.

      The segment's operating profit margin declined to 4.9% from 6.8% in 1999.
In addition to the charges noted above, the segment invested in additional
recruiters and enhanced its compensation programs in order to strengthen the
unit's ability to attract and retain productive recruiters and compete in a very
tight market for qualified technical talent. The unit also incurred additional
costs to implement a national staffing model and to launch its Innovantage brand
to signal its focus on professional services and functional outsourcing.


<PAGE>



                                                                             19


Technical Services

      Technical Services operating segment revenues of $985.9 million rose $56.8
million (6%) over 1999. This segment experienced solid increases in revenue,
particularly during the first half of 2000. However, growth slowed during the
second half of 2000. During the third quarter of 2000, revenues declined from
the second quarter due largely to the termination of a high-margin multi-year
telecommunications contract. There was a significant reduction in customer
requirements following the customer's merger, which occurred on June 30, 2000.
The contract was ultimately terminated in September 2000. Additionally, in the
fourth quarter, the segment experienced a sharp and broad-based reduction in
demand for services in its aerospace, electronics/computer, chemical,
telecommunications, automotive and marine services lines.

      Operating profit margins declined to 2.2% from 4.8% in 1999. In addition
to the $8.3 million charges discussed above, the segment made significant
investments in management infrastructure and operations support, particularly in
its telecommunications group. The operating profit margin was also negatively
impacted by the third quarter termination of the high-margin telecommunications
contract. The segment was unable to immediately adjust its cost structure to
compensate for the loss of the contract.

Todays Staffing (Todays)

     Todays revenues of $238.9 million increased $11.0 million (5%) over 1999.
However, revenue growth began to decelerate after the first quarter of 2000.
This slowdown was broad-based and not geographic or industry specific. The
unit's slower revenue growth reflected the impact of an increasingly tighter
labor market, making candidate recruiting more difficult and increasing turnover
among the segment's recruiting and sales professionals, as a result of increased
industry competition.

      Operating profit margins declined to 6.3% in 2000 from 6.7% in 1999. This
slight decline was due, in part, to a decision to close two offices. In
addition, during the year, the segment experienced higher than normal turnover
among its staff, including recruiting professionals, and implemented a series of
recruiting and retention measures resulting in higher costs.

Management Recruiters (MRI)

      MRI's revenues of $136.7 million rose $23.4 million (21%) over 1999. MRI
experienced strong demand in all its geographic regions and growth in all key
sales channels including company-owned offices, franchised offices and its
client services group, which services large-block permanent placement
assignments.

      Operating profit margin was 22.5% in 2000 compared to 19.8% in 1999. The
improvement was attributable to continuing strong cost controls, strong
performance by the segment's franchise organization and, in part, to a favorable
recovery of a disputed contract.

Inflation

     Information Technology Services, Technical Services, and Todays Staffing
segments' services are priced generally in close relationship with direct labor
costs. MRI's search services are priced as a function of salary levels of job
candidates. In 2001, employee benefits costs, particularly health care costs,
rose significantly due to the Company's participation rates and claims
experience and were not fully recovered through higher employee co-pays or
pricing adjustments. The Company is reviewing its options for reducing these
costs and


<PAGE>

                                                                             20


does not believe that they represent a general inflationary trend in its costs.
Otherwise, inflation has not been a meaningful factor in the Company's
operations.

Liquidity and Capital Resources

      The Company's main sources of liquidity are cash from operations and bank
borrowings. The Company has an unsecured revolving credit agreement (the "Credit
Agreement") with a syndicate of banks that provides for borrowings up to $75
million. During 2001, the Company amended the Credit Agreement to reduce the
aggregate commitment from $100 million due to the reduced capital needs of the
Company currently. The Credit Agreement expires March 31, 2003. An additional
$25 million unsecured line of credit was terminated, also reflecting the reduced
capital needs of the Company currently. In addition, the Company maintains an
uncommitted short-term line of credit with a bank for up to $18 million.
Borrowings are priced at floating rates of interest or at rates that are related
to the lending banks' cost of funds and, therefore, the Company is subject to
market risks as interest rates change (See Item 7a. below). These sources have
been adequate to support growth opportunities in the Company's businesses. The
Credit Agreement contains covenants related to certain financial ratios. The
Company was in compliance with these covenants at December 31, 2001.

     At December 31, 2001, the Company had eliminated all bank borrowings and
had approximately $18 million of cash that was invested in short-term
instruments. The Company's remaining debt of approximately $8 million (all of
which is classified as current) principally represents notes which will mature
in July 2002.

      The Company's main asset is accounts receivable (approximately 56% and 65%
of total assets at December 31, 2001 and 2000, respectively) and, accordingly,
expansions and contractions of the Company's business operations can directly
affect consolidated working capital, which in turn has a direct effect on total
capital employed. During 2001, the Company was able to eliminate its bank
borrowings and accumulate cash because of the reduced level of operations and an
improvement in the collection cycle of the Company's receivables. If the Company
were to significantly expand its operations or if it experienced a significant
slowdown in collections of receivables, it could be necessary for the Company to
borrow funds under its available lines of credit in order to fund operations.

      Cash flows from operations were $100.9 million in 2001, an increase of
$42.4 million over 2000, in spite of the Company's net loss for the year. The
primary reason for this improvement was a reduction in receivables, reflecting
the reduced level of business and the improvement in the Company's collection
cycle. This improvement was partially offset by lower payables balances; also
reflecting reduced levels of operations in 2001. Cash used in investing
activities was $28.8 million in 2001, a reduction of $14.9 million from 2000.
This lower investment resulted from reduced purchases of fixed assets
(principally investments in information technologies infrastructure), in the
current year. Acquisition activity in 2001 was not significant. Payments for
acquisitions in 2001 totaled $11.3 million, approximately the same as 2000, and
principally represented payments relating to prior years' acquisitions. The
Company's total remaining potential liability for such contingent consideration
is approximately $1.1 million.



<PAGE>



                                                                             21


      Cash used in financing activities was $57.2 million in 2001, compared to
$14.7 million used in financing activities in 2000. The increase principally
represented repayments of the Company's bank borrowings. The Company also began
to reduce its borrowings in 2000, as the Company focused on working capital
management.

     The Company believes that cash flows from operations as well as available
borrowing arrangements will be sufficient to meet its cash requirements during
2002.

Accounting Principles and New Accounting Standards

      Significant Accounting Principles

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to select appropriate
accounting principles from those available, to apply those principles
consistently and to make reasonable estimates and assumptions that affect
revenues and associated costs as well as the reported amounts of assets and
liabilities. Because the staffing businesses in which the Company operates are
labor intensive, the timing and amounts of revenue recognized in the performance
of the staffing services and the associated employee costs related to such
revenue are particularly important.

     The Company's recognition of revenue and its estimate of the collectibility
of those revenues require considerable judgment by management. Within CDI's
staffing operations, revenue is generally recognized as services are provided.
Within its project operations, the Company must also determine if contractual
commitments have been fulfilled or if fixed-price contracts, if any, will result
in a loss. CDI attempts to minimize its exposure to these factors in its project
operations by limiting the performance commitments it makes and by emphasizing
cost-plus arrangements with its customers. The Company's financial statements do
not reflect any provision for future losses on fixed-price contracts and
management believes that revenue for its project operations has been
appropriately recognized.

     Also, the Company's customers generally consist of Fortune 1000 businesses,
so that, historically, customer creditworthiness had not been a major concern.
In the past two years, however, deteriorating economic conditions as well as
mergers and acquisitions activity among the Company's customers has increased
CDI's credit risk. Mergers and acquisitions activity has increased CDI's credit
risk either because customers have been spun off into smaller, more
highly-leveraged entities, or because CDI's business has become more
concentrated within very large organizations. CDI has increasingly emphasized
its customer creditworthiness and receivables collections, but was still
required to increase its provision for doubtful accounts to $9.4 million in 2001
(including the $1.9 million event-driven charges associated with exited customer
relationships) from $3.9 million in 2000.

     The Company has risk participation arrangements with respect to workers
compensation and health care insurance. The amounts included in the Company's
costs related to this risk participation are estimated and can vary based on
changes in assumptions, the Company's claims experience or the providers
included in the associated insurance programs.


<PAGE>



                                                                             22



     New Accounting Standards

     In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141) "Business
Combinations" and Statement of Financial Accounting Standards No. 142 (SFAS 142)
"Goodwill and Other Intangible Assets". SFAS 141 is effective for any business
combinations initiated after June 30, 2001, while SFAS 142 becomes effective for
the Company commencing January 1, 2002. Generally, SFAS 141 requires the Company
to use the purchase method to account for its acquisitions, if any. The Company
does not believe that SFAS 141 will have a significant impact on its financial
position or results of operations. SFAS 142 affects how the Company accounts for
goodwill and other intangible assets acquired in both previous and any future
acquisitions. SFAS 142 requires that the Company cease amortization of goodwill
effective January 1, 2002, but that goodwill amounts carried on its balance
sheet be subject to an annual impairment test.

     The Company is currently in the process of evaluating SFAS 142. A study is
required by SFAS 142 to be completed by June 30, 2002 and any potential
impairment must be finally determined and recorded by December 31, 2002. At
December 31, 2001, the Company had goodwill of $88 million and had goodwill
amortization of $6.0 million for the year then ended.

     In July 2001 the FASB issued Statement of Financial Accounting Standards
No. 143 (SFAS 143) "Accounting for Asset Retirement Obligations". SFAS 143 is
effective for fiscal years beginning after June 15, 2002, although earlier
application is encouraged. SFAS 143 relates to the recognition in financial
statements of legal obligations associated with the retirement of fixed assets.
Management does not believe that the Company has any assets that require the
accrual of a retirement obligation.

     In October 2001 the FASB issued Statement of Financial Accounting Standards
No. 144 (SFAS 144) "Accounting for the Impairment or Disposal of Long-Lived
Assets". SFAS 144 is effective for fiscal years beginning after December 15,
2001, and supersedes FASB Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets to be Disposed Of" and certain provisions of Accounting
Principles Board Opinion No. 30 "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" related to the disposal of a
segment of a business. Earlier application is permitted. Management is currently
evaluating the impact of this Statement on the Company.

     In January 2002, the Emerging Issues Task Force of the FASB (the EITF)
issued Consensus No. 01-14 "Income Statement Characterization of Reimbursements
Received for `Out-of-Pocket' Expenses Incurred". This consensus requires that
certain reimbursable costs incurred and rebilled to customers be included in
both revenues and cost of services, rather than "netting" these amounts in
revenues. EITF Consensus 01-14 is effective for fiscal years commencing after
December 15, 2001. The Company will implement this Consensus beginning in the
first quarter of 2002 and appropriately reclassify prior periods. This consensus
will not affect financial position or net earnings, and is not expected to have
a material effect on revenues and cost of services.




<PAGE>



                                                                             23


      As stated in Note 1 to the financial statements, "Summary of Significant
Accounting Policies," the Company consolidates all of its wholly owned and
majority-owned subsidiaries. The Company does not have any off-balance sheet
financing other than operating leases, the commitments for which are disclosed
in Note 11 to the consolidated financial statements.

A Look Forward

      As noted above, management of the Company has been reorganized along four
operating segments: Professional Services, Project Management, Permanent
Placement and Temporary Staffing. Management currently believes that revenues
for its four operating segments will total approximately $1 billion to $1.2
billion in 2002, depending largely on the strength of the United States economy.
The Company expects to continue its process of pruning marginal or unprofitable
customer relationships, particularly in the Professional Services segment and to
redeploy its capital into its more profitable higher-margin services targeted to
specific industry markets. These higher-margin services include information
technology staffing within the Professional Services segment, outsourcing
projects within the Project Management segment and legal staffing within the
Temporary Staffing segment. The Company also continues to look for opportunities
to lower its cost structure.

      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 7.a.  Quantitative and Qualitative Disclosures About Market Risk

      The Company's only financial instruments are debt instruments, which
primarily consist of its lines of credit. The Company does not actively manage
its interest rate risk. Presently, the impact of a 10% (approximately 60 basis
points) increase in interest rates on its variable rate debt (using average debt
balances during the year ended December 31, 2001 and average 2001 interest
rates) would have a relatively nominal impact on the Company's results of
operations.


<PAGE>



                                                                             24




Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                             CDI CORP. AND SUBSIDIARIES
                         Consolidated Statements of Earnings
                     Years ended December 31, 2001, 2000 and 1999
                        (In thousands, except per share data)


                                                   2001       2000      1999
                                                 ---------  ---------  ---------
Revenues                                       $ 1,488,058  1,717,244 1,601,877

Cost of services                                 1,105,224  1,250,485 1,177,250
                                                 ---------  ---------  ---------
Gross profit                                       382,834    466,759   424,627

Operating and administrative costs                 381,545    406,954   338,651

Provision for restructure                           22,426          -         -
                                                 ---------  ---------  ---------
Operating (loss) profit                            (21,137)    59,805    85,976

Interest expense                                     3,065      5,189     2,114
                                                 ---------  ---------  ---------
(Loss) earnings  from continuing operations
 before income taxes and minority
 interests                                         (24,202)    54,616    83,862
Income tax benefit (expense)                         8,998    (20,741)  (32,960)
                                                 ---------  ---------  ---------
(Loss) earnings from continuing operations
 before minority interests                         (15,204)    33,875    50,902

Minority interests                                     406        872     1,223
                                                 ---------  ---------  ---------
(Loss) earnings  from continuing operations        (15,610)    33,003    49,679

Discontinued operations                                -          -       2,768
                                                 ---------  ---------  ---------
Net (loss) earnings                            $   (15,610)    33,003    52,447
                                                 =========  =========  =========

Basic (loss)earnings per share:
  (Loss) earnings from continuing operations   $      (.82)      1.73      2.61
  Discontinued operations                      $         -          -       .15
  Net (loss) earnings                          $      (.82)      1.73      2.76

Diluted (loss) earnings per share:
 (Loss) earnings from continuing operations    $      (.82)      1.73      2.60
  Discontinued operations                      $         -          -       .14
  Net (loss) earnings                          $      (.82)      1.73      2.74


See accompanying notes to consolidated financial statements.


<PAGE>



                             CDI CORP. AND SUBSIDIARIES                      25
                             Consolidated Balance Sheets
                             December 31, 2001 and 2000
                          (In thousands, except share data)

Assets                                                         2001      2000
------                                                       -------   -------
Current assets:
 Cash and cash equivalents                                  $  26,255    11,432
 Accounts receivable, less allowance for
  doubtful accounts of $8,377-2001; $3,694-2000               262,535   371,088
 Prepaid expenses                                               9,275     8,267
 Deferred income taxes                                         17,693    11,969
                                                              -------   -------
          Total current assets                                315,758   402,756

Fixed assets, net                                              50,910    66,110
Deferred income taxes                                           5,920         -
Goodwill and other intangible assets, net                      88,195    90,281
Other assets                                                   11,789    12,882
                                                              -------   -------
                                                            $ 472,572   572,029
                                                              =======   =======
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities:
  Obligations not liquidated because of outstanding checks  $  10,304    22,568
  Accounts payable                                             29,864    44,266
  Withheld payroll taxes                                        5,743     3,343
  Accrued compensation and related costs                       47,878    63,500
  Other accrued expenses                                       43,750    32,628
  Income taxes payable                                          2,512    12,746
  Current portion of long-term debt                             7,913         -
                                                              -------   -------
          Total current liabilities                           147,964   179,051

Long-term debt                                                      -    49,623
Deferred income taxes                                               -     1,272
Deferred compensation                                          12,583    13,144
Minority interests                                              1,375     3,144

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 20,078,972 shares-2001;
   20,015,561 shares-2000                                       2,008     2,002
  Class B common stock, $.10 par value
   authorized 3,174,891 shares; none issued                         -         -
  Additional paid-in capital                                   17,629    16,677
  Retained earnings                                           315,698   331,308
  Accumulated other comprehensive loss                         (2,038)   (1,999)
  Unamortized value of restricted stock issued                   (690)     (230)
  Less common stock in treasury, at cost -
   950,502 shares-2001; 950,135 shares-2000;                  (21,957)  (21,963)
                                                              -------   -------
          Total shareholders' equity                          310,650   325,795
                                                              -------   -------
                                                            $ 472,572   572,029
                                                              =======   =======
See accompanying notes to consolidated financial statements.


<PAGE>



                                                                             26


                             CDI CORP. AND SUBSIDIARIES
                        Consolidated Statements of Cash Flows
                     Years ended December 31, 2001, 2000 and 1999
                                    (In thousands)

                                                        2001     2000     1999
                                                       ------   ------   ------
Continuing Operations
 Operating activities:
  (Loss) earnings from continuing operations         $(15,610)  33,003   49,679
  Minority interests                                      406      872    1,223
  Depreciation                                         22,009   17,719   14,040
  Amortization of goodwill and intangible assets        6,194    5,931    4,304
  Non-cash restructure expenses                        21,709        -        -
  Income tax benefit (expense) (less) greater
   than tax payments                                  (23,378)  (1,836)   8,521
  Change in assets and liabilities
   net of effects from acquisitions:
   (Increase) decrease in accounts receivable         108,783  (17,471) (35,129)
   (Decrease) increase in payables
    and accrued expenses                              (19,758)  21,341   (5,966)
   Other                                                  509   (1,102)   2,121
                                                       ------   ------   ------
                                                      100,864   58,457   38,793
                                                       ------   ------   ------
 Investing activities:
  Purchases of fixed assets                           (19,439) (30,615) (27,585)
  Acquisitions, net of cash acquired                  (11,311) (11,677) (42,622)
  Other                                                 1,918   (1,427)    (589)
                                                       ------   ------   ------
                                                      (28,832) (43,719) (70,796)
                                                       ------   ------   ------
 Financing activities:
  Borrowings long-term debt                            10,581   37,661   34,704
  Payments long-term debt                             (55,530) (53,689)  (6,096)
  Obligations not liquidated
   because of outstanding checks                      (12,264)   1,122       18
  Other                                                     4      171      580
                                                       ------   ------   ------
                                                      (57,209) (14,735)  29,206
                                                       ------   ------   ------
Net cash flows from continuing
 operations                                            14,823        3   (2,797)
Net cash flows from discontinued
 operations                                                 -        -    7,264
                                                       ------   ------   ------
Increase in cash and cash equivalents                  14,823        3    4,467
Cash and cash equivalents at beginning of year         11,432   11,429    6,962
                                                       ------   ------   ------
Cash and cash equivalents at end of year             $ 26,255   11,432   11,429
                                                       ======   ======   ======

See accompanying notes to consolidated financial statements.


<PAGE>



                                                                             27
                              CDI CORP. AND SUBSIDIARIES
                   Consolidated Statements of Shareholders' Equity
                    Years ended December 31, 2001, 2000 and 1999
                                   (In thousands)
                                                    2001      2000      1999
Common stock                                       -------   -------   -------
  Beginning of year                              $   2,002     2,000     1,995
  Exercise of stock options                              2         2         4
  Restricted stock issued                                4         -         1
                                                   -------   -------   -------
  End of year                                    $   2,008     2,002     2,000
                                                   =======   =======   =======
Additional paid-in capital
  Beginning of year                              $  16,677    16,539    15,534
  Exercise of stock options                             57       250       672
  Restricted stock-issued                              698         -       278
  Restricted stock-vesting/forfeiture                  (83)      (35)      (25)
  Restricted stock-change in value                       8      (147)       76
  Stock Purchase Plan                                  272        70         4
                                                   -------   -------   -------
  End of year                                    $  17,629    16,677    16,539
                                                   =======   =======   =======
Retained earnings
  Beginning of year                              $ 331,308   298,305   245,858
  Net (loss) earnings                              (15,610)   33,003    52,447
                                                   -------   -------   -------
  End of year                                    $ 315,698   331,308   298,305
                                                   =======   =======   =======
Accumulated other comprehensive loss
  Beginning of year                              $  (1,999)     (611)     (720)
  Translation adjustment                              (582)     (845)      109
  Unrealized loss on investment                        543      (543)        -
                                                   -------   -------   -------
  End of year                                    $  (2,038)   (1,999)     (611)
                                                   =======   ========   =======
Unamortized value of restricted stock issued
  Beginning of year                              $    (230)     (945)   (1,117)
  Restricted stock-issued                             (702)        -      (279)
  Restricted stock-vesting/forfeiture                   23       479       188
  Restricted stock-change in value                      (8)      147       (76)
  Restricted stock-amortization of value               227        89       339
                                                   -------   -------   -------
  End of year                                    $    (690)     (230)     (945)
                                                   ========   =======   =======
Treasury stock
  Beginning of year                              $ (21,963)  (21,444)  (21,181)
  Restricted stock issued                               29         -         -
  Exercise of stock options                              -       (40)      (75)
  Restricted stock-forfeiture                          (23)     (479)     (188)
                                                   -------   -------   -------
  End of year                                    $ (21,957)  (21,963)  (21,444)
                                                   ========  ========  ========
Comprehensive income
  Net (loss) earnings                            $ (15,610)   33,003    52,447
  Translation adjustment                              (582)     (845)      109
  Unrealized loss on investment                        543      (543)        -
                                                   -------   -------   -------
                                                 $ (15,649)   31,615    52,556
                                                   =======   =======   =======
See accompanying notes to consolidated financial statements.


<PAGE>



                                                                             28


                             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 intercompany balances and
transactions.

     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 has risk participation arrangements with respect to workers
compensation and health care insurance. The amounts included in the Company's
costs related to this risk participation are estimated and can vary based on
changes in assumptions, the Company's claims experience or the providers
included in the associated insurance programs.

     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.

     Allowance for Doubtful Accounts - An allowance against accounts receivable
is provided for receivables that are not expected to be realized. The allowance
is established based on historical experience and for any receivables that are
known or estimated to be uncollectible.

     Fixed Assets - Fixed assets are stated at cost and are depreciated on the
straight-line method at rates calculated to provide for retirement of assets at
the end of their estimated useful lives. The annual rates generally are 14% to
33% for computer hardware, 14% to 50% for computer software and 10% to 25% for
equipment and furniture. Leasehold improvements are amortized over the shorter
of the estimated life of the asset or the lease term.

     Goodwill and Other Intangible Assets, Net - Goodwill of $87,758 as of
December 31, 2001 and $89,726 as of December 31, 2000 represents the cost in
excess of the fair value of net assets acquired related to acquisitions and is
being amortized on a straight-line basis generally over 15 or 20 years. For the
years ended December 31, 2001, 2000 and 1999 amortization expense was $6,028,
$5,763 and $3,478, respectively. Accumulated amortization was $21,616 as of
December 31, 2001 and $15,588 as of December 31, 2000.

      In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 141 (SFAS 141) "Business
Combinations" and Statement of Financial Accounting Standards No. 142 (SFAS 142)
"Goodwill and Other Intangible Assets". SFAS 141 is effective for any business
combinations initiated after June 30, 2001, while SFAS 142 becomes effective for
the Company commencing January 1, 2002. Generally, SFAS 141 requires the Company
to use the purchase method to account for its acquisitions, if any. The Company
does not believe that the implementation of SFAS 141 will have a significant
impact on its financial position or results of operations. SFAS 142 affects how
the Company accounts for goodwill and other intangible assets acquired in both
previous and any future


<PAGE>

                                                                             29


acquisitions. SFAS 142 requires that the Company cease amortization of goodwill
effective January 1, 2002, but that goodwill amounts carried on its balance
sheet be subject to an annual impairment test.

     The Company is currently in the process of evaluating SFAS 142. A study is
required by SFAS 142 to be completed by June 30, 2002, and any potential
impairment must be finally determined and recorded by December 31, 2002.

      The Company reviews long-lived assets, goodwill and other identifiable
intangibles to be held, used or disposed of for impairment based on the
undiscounted cash flows from the related assets whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable.

     In October 2001 the FASB issued Statement of Financial Accounting Standards
No. 144 (SFAS 144) "Accounting for the Impairment or Disposal of Long-Lived
Assets". SFAS 144 is effective for fiscal years beginning after December 15,
2001, and supersedes FASB Statement No. 121 "Accounting for the Impairment of
Long-Lived Assets to be Disposed Of" and certain provisions of Accounting
Principles Board Opinion No. 30 "Reporting the Results of Operations - Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" related to the disposal of a
segment of a business. Earlier application is permitted. Management is currently
evaluating the impact of this Statement on the Company.

     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 in float throughout the banking system. Cash is generally not provided to
accounts until checks are presented for payment. The differences in balances
created by this float 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
Technical Services and Information Technology Services segments also typically
perform project services. The Management Recruiters segment derives the majority
of its revenue and profits from permanent placement fees, initial franchise fees
and continuing franchise royalties.

   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. Under these circumstances, the Company's reported
   revenues are net of associated costs (effectively the administrative fee).

   Project Services - Project 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



<PAGE>

                                                                             30


   gross basis as services are performed and costs are incurred using its
   employees. In instances where project 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.

   Permanent Placement Fees - 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.

   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.

     There was no single customer from whom the Company derived 10% or more of
its consolidated revenues during 2001, 2000, or 1999.

     In January 2002, the Emerging Issues Task Force of the FASB (the EITF)
issued Consensus No. 01-14 "Income Statement Characterization of Reimbursements
Received for 'Out-of-Pocket' Expenses Incurred". This consensus requires that
certain reimbursable costs incurred and rebilled to customers be included in
both revenues and cost of services, rather than "netting" these amounts in
revenues. EITF Consensus 01-14 is effective for fiscal years commencing after
December 15, 2001. The Company will implement this Consensus beginning in the
first quarter of 2002 and appropriately reclassify prior periods. This Consensus
will not affect financial position or net earnings, and is not expected to have
a material effect on revenues and cost of services.

     Stock-Based Compensation - The Company uses the intrinsic value based
method of accounting for stock options and similar instruments granted to
employees and directors in accordance with Accounting Principles Board Opinion
No. 25, Accounting for Stock Issued to Employees. No compensation expense has
been recognized in the financial statements 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 grants.

     Income Taxes - The Company accounts for income taxes in accordance with
FASB Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes", which requires an asset and liability approach of accounting for income
taxes. The Company and its wholly-owned U.S. subsidiaries file a consolidated
federal income tax return.

     Cash and Cash Equivalents - The Company considers its holdings of highly
liquid money-market instruments to be cash equivalents if the securities mature
within 90 days from the date of acquisition. These investments are carried at
cost, which approximates fair value.

     Fair Value of Financial Instruments - The Company's carrying value of
significant financial instruments approximates fair value because of the nature
and characteristics of its financial instruments. The Company's financial
instruments


<PAGE>



                                                                             31


are accounts receivable, accounts payable, accrued expenses and long-term debt.
The Company does not have any off-balance sheet financial instruments or
derivatives.

     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 2001, 2000 and 1999 was determined as follows:

                                                2001        2000        1999
                                             ----------  ----------  ----------
Basic
  Average shares outstanding                 19,086,755  19,073,267  19,052,110
  Restricted shares issued not vested           (10,000)    (29,795)    (38,605)
                                             ----------  ----------  ----------
                                             19,076,755  19,043,472  19,013,505
                                             ==========  ==========  ==========
Diluted
  Shares used for basic                      19,076,755  19,043,472  19,013,505
  Dilutive effect of stock options                    -       7,757      63,661
  Dilutive effect of units under the
   Stock Purchase Plan                                -      52,183      34,738
  Dilutive effect of restricted shares
   issued not vested                                  -       1,020       4,073
                                             ----------  ----------  ----------
                                             19,076,755  19,104,432  19,115,977
                                             ==========  ==========  ==========

     In 2001, 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.

     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
earnings.

     Comprehensive Income - Comprehensive 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.


<PAGE>



                                                                             32


Note 2. -  Provision for Restructure and Other Charges
------------------------------------------------------
     In December 2001 the Board of Directors of the Company approved a Plan of
Restructure (the Plan) which was designed to reorganize the Company's management
and operations, exit lower-margin customer relationships and lower the Company's
break-even point through a structural cost reduction. The Company intends to
achieve this cost reduction by streamlining its information technology and
financial systems and its operating management and support structures. In
conjunction with the Plan, the Company recorded a provision for restructure in
the fourth quarter of 2001 related to the following:

                                   Reduction        Cash        Net Accrual at
                         Amount    of Assets    Expenditures   December 31, 2001
                        -------   -----------   ------------   -----------------

Asset impairments        $ 14,231    (14,231)             -                  -
Provision for severance     4,716          -           (717)             3,999
Provision for termination
   of operating leases      3,479          -              -              3,479
                          --------   -------          -------          -------
                         $ 22,426    (14,231)          (717)             7,478
                          ========   ========         =======          =======


The breakdown of the restructuring charge among operating segments (see Note 12)
was as follows:

Information Technology Services                                  $ 4,652
Technical Services                                                14,452
Management Recruiters                                              1,936
Todays Staffing                                                      596
Corporate                                                            790
                                                                 -------
                                                                 $22,426
                                                                 =======

      The Company anticipates that the net accruals at December 31, 2001, which
are included in other accrued expenses in the accompanying balance sheet, will
be substantially paid by September 30, 2002.

      The Plan calls for the decommissioning of the Company's Enterprise
Resource Planning (ERP) system during the first six months of 2002 and the
transition to systems that are targeted to the specific businesses that they
support and that can be maintained at a lower cost. Accordingly, the Company
wrote down its investment in the ERP software by $13,266 to the estimated fair
value of the software at year-end. The Company will depreciate the remaining
fair value of the software of $5,300 over the six months ending June 30, 2002
along with approximately $1,400 of associated computer hardware on which it
resides and which has no alternative use. CDI will record additional
depreciation of approximately $3,350 per quarter in the first six months of 2002
related to the plan to decommission the system. The remaining asset impairments
of $965 relate to assets at closed units with no alternative use and goodwill.

      The provision for severance relates to the involuntary termination of
approximately 350 employees. This program, which was communicated to employees
prior to year-end, relates to a fundamental reorganization of the Company's
lines of business and the management of those businesses. The Plan also calls
for the exit of certain lower-margin customer relationships and the
reorganization of the remaining


<PAGE>

                                                                              33


business into four operating segments: Professional Services, Project
Management, Permanent Placement and Temporary Staffing. Of the employees
identified, substantially all of the terminations commenced in January 2002 and
are expected to be substantially completed by September 30, 2002.

      The provision for termination of operating leases relates to the Company's
decision to close 25 offices and to consolidate certain locations providing
support services to the operating businesses. The Company commenced closing the
offices and support locations in January 2002 and expects to substantially
complete its facility closures by September 30, 2002.

     The Company also incurred event-driven charges of $8,788 in 2001 including:
Additional provision for doubtful accounts related to the exit of lower-margin
customer relationship ($1,859), costs associated with the decision to
decommission the Company's Enterprise Resource Planning system ($1,400),
provisions for severance and office closures ($3,517), the write down of a
strategic investment ($960) and certain other charges ($1,052). The breakdown of
these charges by operating segment is as follows:

Information Technology Services                   $  1,267
Technical Services                                   3,201
Todays Staffing                                      1,143
Management Recruiters                                   63
Corporate                                            3,114
                                                  --------
                                                 $   8,788
                                                  ========

     In 2000, the Company recorded charges totaling $11,685 related to
resolution of a dispute with its health insurance provider ($4,368), billing
adjustments ($4,476), executive separation costs ($1,106) and other charges
($1,735). The breakdown of these charges among operating segments (see Note 12)
was as follows:

Information Technology Services                   $  1,457
Technical Services                                   8,275
Todays Staffing                                        216
Corporate                                            1,737
                                                   -------
                                                  $ 11,685
                                                   ========

Note 3. -  Acquisitions
-----------------------
     Investments in businesses acquired totaled $6,333, $9,265 and $50,012 for
the years ended December 31, 2001, 2000 and 1999, respectively. All acquisitions
were accounted for using the purchase method. 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 interests 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. For 1999, assets of $55,603 were acquired (including
goodwill of $44,736) together with liabilities of $6,330 and minority interests
of $739.

     Investments in businesses acquired in 2000 amounting to $675 were not paid
during the year and are not included in investing activities in the Consolidated
Statement of Cash Flows for the year ended December 31, 2000. This amount was
actually paid in 2001 and is included in investing activities in the
Consolidated Statement of Cash Flows for the year ended December 31, 2001.


<PAGE>



                                                                             34


     Investments in businesses acquired in 1999 amounting to $7,390 were not
paid during the year and are not included in investing activities in the
Consolidated Statement of Cash Flows for the year ended December 31, 1999. Of
that amount, $4,303 and $3,087 were paid in 2001 and 2000, respectively and are
included in investing activities in the Consolidated Statements of Cash Flows
for the years ended December 31, 2001 and 2000, respectively.

     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 years.

     In connection with certain acquisitions, the Company is obligated to pay
contingent consideration if the acquired businesses achieve certain earnings and
operating performance targets over periods ranging from one to five years. In
general, amounts are due based on pre-determined performance levels at the time
of the acquisition. If such pre-determined performance levels are attained in
the future in their entirety, contingent consideration approximating $1,093
would be due. Contingent consideration, when earned, is recorded as additional
purchase consideration and would increase goodwill. Any such amounts are
uncertain until required performance levels are actually attained.

Note 4. -  Accounts Receivable
------------------------------
     The Company's principal asset is accounts receivable, which arises as a
result of the Company's provision of services under contract or agreement.
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. Historically, customer
creditworthiness was not a significant issue. In the past two years however,
deteriorating economic conditions as well as mergers and acquisitions activity
among the Company's customers has increased CDI's credit risk. Mergers and
acquisitions activity has increased CDI's credit risk either because customers
have been spun off into smaller, more highly leveraged entities or because its
business has become more concentrated within very large organizations. CDI has
increasingly emphasized its customer creditworthiness and receivables
collections, but was still required to increase its provision for doubtful
accounts to $9,436 in 2001 (including the $1,859 even-driven charges associated
with exited customer accounts) from $3,863 million in 2000 and $915 in 1999.

     Significant portions of the Company's revenue base and receivables are
concentrated in certain industries. As of each of December 31, 2001 and 2000,
receivables from customers in the electronics/information processing industries
comprised approximately 20% and 25%, respectively of consolidated receivables,
receivables from customers in the aircraft/aerospace industries comprised
approximately 10% and 15% of consolidated receivables and customers in the
telecommunications industry comprised approximately 10% and 15%, respectively of
consolidated receivables.


<PAGE>



                                                                             35


Note 5. -  Fixed Assets
-----------------------
     Fixed assets at December 31, 2001 and 2000 were comprised of the following:

                                                              2001      2000
                                                             -------    ------
Computers and systems                                      $  95,872    95,999
Equipment and furniture                                       34,769    37,537
Leasehold improvements                                        13,016    11,640
                                                             -------    ------
                                                             143,657   145,176
Accumulated depreciation                                    ( 92,747)  (79,066)
                                                             -------    ------
                                                           $  50,910    66,110
                                                             =======    ======

Note 6. -  Long-term Debt
-------------------------
        Long-term debt at December 31, 2001 and 2000 was as follows:

                                                              2001      2000
                                                             -------   ------
Notes payable to banks under revolving credit agreement    $    -       25,000
Note payable to bank under committed line of credit             -       12,854
Notes payable to banks under uncommitted lines of credit        -        8,800
Other                                                          7,913     2,969
                                                              -------   ------
Total                                                          7,913    49,623
Less current portion                                          (7,913)       -
                                                              -------   ------
Long-term portion                                          $    -       49,623
                                                              =======   ======



             During 2001, the Company amended its unsecured revolving credit
agreement (the "Credit Agreement") with a syndicate of banks. The aggregate
commitment under the Credit Agreement was reduced to $75 million, reflecting the
reduced capital needs of the Company currently, and the maturity of the
agreement was extended to March 31, 2003. The Credit Agreement provides for an
annual facility fee that can range from .3% to .4% of the banks' commitments
depending upon the ratio of the Company's indebtedness to earnings (as defined
in the agreement). As of December 31, 2001 the applicable facility fee was .3%.
Interest on borrowings is at variable rates based on the London Interbank
Offered Rate ("LIBOR") (adjusted for reserve requirements) plus a LIBOR margin
that can range from .7% to 1.1% depending upon the ratio of the Company's
indebtedness to earnings (as defined in the agreement).

     An unsecured committed line of credit with a bank that provided for up to
$25 million of borrowings was terminated during 2001 because of the reduced
capital needs of the Company currently.


<PAGE>



                                                                             36



     The Company maintains an uncommitted short-term line of credit for $18
million with a bank under which interest rates are quoted on a transactional
basis that are related to the bank's cost of funds.

        Other debt consists principally of notes that mature in July, 2002.

        The weighted average interest rate incurred on borrowings for the years
ended December 31, 2001, 2000 and 1999 was 4.95%, 6.75% and 5.68%, respectively.

        Borrowings at December 31, 2001 are classified as current because they
are due within one year and the Company intends to repay such borrowings as they
become due. Borrowings at December 31, 2000 were classified as long-term because
the Company intended to refinance maturities as they became due under the Credit
Agreement.

        The Credit Agreement contains certain financial ratio covenants. The
Company was in compliance with the terms of the Credit Agreement as of December
31, 2001.

Note 7. -  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. The
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, 2001, and
2000 no Class B common shares were issued.

Restricted Common Stock - During the years ended December 31, 2001 and 1999, the
Company issued shares of restricted common stock which vest either with the
passage of time (ranging from three to ten years) or based on the percentage
achievement of pre-determined goals (covering periods ranging from three to 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 stock until there
is a determination as to performance vesting. Over the period of time that these
shares may become vested, there will be charges to earnings for the fair value
based on the aggregate number of these shares. As such charges occur,
unamortized value of restricted stock will be reduced. To the extent that shares
are forfeited, the unamortized value of such restricted stock will be reduced
and the forfeited shares will be placed in treasury stock.


<PAGE>



                                                                             37


     Changes in common shares outstanding for the years ended December 31, 2001,
2000 and 1999 follow:

                                              2001        2000        1999
                                           ----------  ----------  ----------
Shares issued
  Beginning of year                        20,015,561  19,999,463  19,951,300
  Exercise of stock options                     4,000      12,622      37,000
  Restricted stock issued                      45,000           -      11,000
  Stock Purchase Plan                          14,411       3,476         163
                                           ----------  ----------  ----------
  End of year                              20,078,972  20,015,561  19,999,463
                                           ==========  ==========  ==========
Treasury shares
  Beginning of year                           950,135     927,651     917,458
  Exercise of stock options                         -       2,517       3,150
  Restricted stock issued                      (1,250)          -           -
  Restricted stock forfeiture                   1,617      19,967       7,043
                                           ----------  ----------  ----------
  End of year                                 950,502     950,135     927,651
                                           ==========  ==========  ==========


Note 8. -  Stock Based Plans
----------------------------
     As of December 31, 2001, the Company maintains two stock-based incentive
compensation plans under which the Company has granted stock options to certain
employees and directors. The Company adopted the CDI Corp. 1998 Non-Qualified
Stock Option Plan (the "1998 Plan") as a replacement for the Non-Qualified Stock
Option and Stock Appreciation Rights Plan (the "Old Plan"). Coincident with the
adoption of the 1998 Plan, no additional stock options or stock appreciation
rights may be granted under the Old Plan. The Company has applied the same
accounting practice to both the 1998 Plan and the Old Plan.

     Non-qualified stock options under the 1998 Plan may be granted to
employees, directors and consultants. Stock options outstanding to individuals
other than employees and directors are not significant. Grants under the 1998
Plan, except for grants to certain non-employee directors whose retainer fees
may be paid in whole or in part via stock options, are determined by the
Compensation Committee appointed by the Board of Directors. The 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 and, unless
otherwise determined by the Committee, options granted under the 1998 Plan will
expire in ten years from the date of grant.

     Under the terms of the Old Plan, non-qualified stock options and stock
appreciation rights could be granted separately or in tandem to salaried
employees, directors and consultants. Grants under the plan, except for grants
to certain non-employee directors whose retainer fees were in part paid via
stock options, were determined by the Compensation Committee appointed by the
Board of Directors. The price at which options or stock appreciation rights may
be exercised were not to be less than 50% of the market value per share of the
Company's common stock on the date of grant and, unless otherwise determined by
the Committee, options or rights granted under the plan were not to be exercised
after five years from date of grant.


<PAGE>



                                                                             38


     As of December 31, 2001, 1,374,711 shares of common stock are reserved for
future issuance under these plans upon the exercise of stock options. There are
and have been no stock appreciation rights outstanding under the Old Plan.

     Activity under both stock option plans is as follows:

                                              Shares subject    Weighted average
                                                to options       exercise price
                                              --------------    ----------------
December 31, 1998                                 809,961           $ 32.18

Granted                                           553,747           $ 24.38
Exercised                                         (37,000)          $ 14.78
Cancelled                                        (189,674)          $ 28.48
                                                ---------
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
                                                =========

     Additional information regarding options outstanding as of December 31,
2001, 2000 and 1999, is as follows:

                                               2001        2000        1999
                                             ---------   ---------   ---------
Range of exercise prices
  Lowest                                   $ 14.23       15.31       15.00
  Highest                                  $ 46.50       46.50       46.50
Weighted average remaining life              7.8 years   7.0 years   7.3 years
Options exercisable
  Number of shares                           439,886     334,597     250,609
  Weighted average exercise price          $ 30.71       30.46       31.24



<PAGE>



                                                                             39


     The Company accounts for stock options granted to employees and directors
using the intrinsic value method prescribed by Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," under which no
compensation cost for stock options is recognized for awards granted at exercise
prices that are at or above fair market value.

     SFAS No. 123, "Accounting for Stock-Based Compensation," uses a fair value
based method of accounting for stock options. Had SFAS No. 123 been adopted,
additional compensation expense would have been recorded. Compensation expense
has been determined for the Company's stock option plans based on the fair
values of awards at dates of grant. If SFAS No. 123 had been adopted, earnings
from continuing operations and related earnings per share would have been the
pro forma amounts indicated below for the years ended December 31, 2001, 2000
and 1999:

                                                     2001      2000      1999
                                                    ------    ------    ------
(Loss) earnings from continuing operations
  As reported                                     $(15,610)    33,003    49,679
  Pro forma                                       $(19,082)    30,017    47,621
Basic earnings per share
(Loss) earnings from continuing operations
  As reported                                     $   (.82)      1.73      2.61
  Pro forma                                       $  (1.00)      1.58      2.50
Diluted earnings per share
(Loss) earnings from continuing operations
  As reported                                     $   (.82)      1.73      2.60
  Pro forma                                       $  (1.00)      1.57      2.49

     The pro forma results may not be representative of the effects on reported
earnings for future years. These results consider the impact of stock options
granted since January 1, 1995 only. The weighted average fair value of options
granted in 2001, 2000 and 1999 has been estimated on the dates of grant using
the Black-Scholes Option Pricing Model using the following weighted-average
assumptions:

                                                    2001      2000      1999
                                                  --------  --------  --------
Risk-free interest rate                           4.84%     6.43%      5.41%
Expected life of option                           10 years  10 years   10 years
Expected stock price volatility                   40%       46%        42%
Expected dividend yield                           -         -          -

     Under the terms of the Stock Purchase Plan for Management Employees and
Non-Employee Directors ("SPP"), designated employees and non-employee directors
have the opportunity to purchase 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 and have
25% of their annual bonus awards used to purchase SPP units. Employees who
participate voluntarily may have up to 25% of their annual bonus awards used to
purchase SPP units. Senior management personnel required to participate may also
voluntarily have up to an additional 25% of their annual bonus awards used to
purchase SPP units. Non-employee directors may participate by using some or all
of their retainer fees to purchase SPP units.

     Under the terms of the 2000 Stock Unit Plan ("SUP"), designated employees
have the opportunity to earn shares of CDI common stock. Current grants under
the plan vest with three continuous years of service ending June 30, 2003.


<PAGE>



                                                                             40


     The number of SPP units credited to a participant is determined by dividing
the amount of the annual bonus or director retainer fees used to purchase SPP
units by the fair market value of a share of the Company's common stock on the
date that the participant's account is credited with the SPP units. The Company
also makes a matching contribution of one SPP unit for every three SPP units
purchased by a participant on a voluntary basis.

     Each SPP unit represents the participant's right to receive one share of
the Company's common stock upon the satisfaction of the vesting period
applicable to the SPP unit. Vesting takes place over a period of three to ten
years as chosen by the participant.

     If a participant's employment terminates or service on the Company's Board
of Directors ceases for any reason after three years from the start of a vesting
period (regardless of the vesting period chosen), the participant will receive
shares of the Company's common stock for all the SPP or SUP units credited to
his account pertaining to the vesting period. If employment for an employee
participant terminates within the first three years of a vesting period, the
employee participant, under certain circumstances, may receive cash in lieu of
shares of the Company's common stock in an amount that does not take into
account any appreciation in the value of such shares or the Company's matching
contribution of units. If an SUP Participant terminates before completing three
continuous years of service by June 30, 2003 all benefits are forfeited. 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 all the SPP units credited to
his account regardless of the vesting period chosen.

     There are 129,262 SPP units and SUP units outstanding (including Company
matching units) as of December 31, 2001. These SPP units were determined using a
weighted average market price of $18.91 per share. Costs charged to earnings
during 2001, 2000 and 1999 related to this plan were $824, $657 and $1,133,
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 participant's
accounts. Company match SPP 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 retainers 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.




<PAGE>



                                                                             41


Note 9. -  Income Taxes
-----------------------
     Income tax benefit (expense) relating to continuing operations for the
years ended December 31, 2001, 2000 and 1999 was comprised of the following:

                                               Total   Federal   State   Foreign
                                              -------  -------  -------  -------
2001
Current                                      $ (4,610)  (1,036) (1,554)  (2,020)
Deferred                                       13,608    8,746   4,677      185
                                               ------   ------   -----    -----
                                             $  8,998    7,710   3,123   (1,835)
                                               ======   ======   =====    =====
2000
Current                                      $(26,199) (18,788) (3,069)  (4,342)
Deferred                                       (5,458)  (4,157) (1,322)     (21)
                                               ------   ------   -----    ------
                                             $(20,741) (14,631) (1,747)  (4,363)
                                               ======   ======   =====    =====
1999
Current                                      $(27,311) (21,080) (3,012)  (3,219)
Deferred                                       (5,649)  (4,664) (1,025)      40
                                               ------   ------   -----    -----
                                             $(32,960) (25,744) (4,037)  (3,179)
                                               ======   ======   =====   ======

     The tax effects of the principal components creating net deferred income
tax assets as of December 31, 2001 and 2000 were as follows:

                                                                 2001      2000
                                                                ------    ------
Components creating deferred tax assets
  Expenses not currently deductible (principally
   compensation and payroll-related)                         $ 26,966    22,085
  Intangible assets amortization                                  140       664
  Other                                                           489       698
  Operating loss carryforwards                                  3,274       628
                                                               ------    ------
                                                               30,869    24,075

Components creating deferred tax liabilities
  Deferral of revenues and accounts receivable                 (1,524)   (2,735)
  Basis differences for fixed assets                           (2,291)   (8,924)
  Other                                                        (3,441)   (1,719)
                                                               ------    ------
                                                              ( 7,256)  (13,378)
                                                               ------    ------
                                                             $ 23,613  $ 10,697
                                                               ======    ======

     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


<PAGE>



                                                                             42


income. Based upon the assessment of the prospects for achieving the benefits of
the deferred tax assets, the Company believes it is more likely than not that
such benefits will be realized.

     The effective income tax rates relating to continuing operations for the
years ended December 31, 2001, 2000 and 1999 differed from the applicable
federal rate as follows:
                                                            2001   2000   1999
                                                            ----   ----   ----
Federal rate                                                  35%  (35%)  (35%)
State income taxes                                             7%  ( 2%)  ( 3%)
Expenses permanently nondeductible for
 tax purposes                                                 (4%) ( 1%)  ( 1%)
Other                                                         (1%)    -      -
                                                              ----  ---    ---
Effective income tax rate                                     37%  (38%)  (39%)
                                                              ===   ===    ===
At December 31, 2001 for state income tax purposes, there are operating loss
carryforwards aggregating approximately $46,000 expiring in varying amounts from
2003 through 2019.

Note 10. -  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, 2001, 2000
and 1999 were $4,099, $5,771, and $5,304, respectively.

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

Note 11. -  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. Rental expense under all leases for the years
ended December 31, 2001, 2000 and 1999 was $28,684, $26,679, and $23,918,
respectively.

     For periods after December 31, 2001, approximate minimum annual rental
expense under non-cancelable leases aggregate $52,140 with rentals of $16,759
due in 2002, $12,865 due in 2003, $11,126 due in 2004, $7,558 due in 2005, and
$3,342 due in 2006, and $490 due thereafter. These amounts include accrued lease
liabilities of $3,479 included in the liability for restructure as of December
31, 2001.

Note 12. -  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. Internal operating units that have similar
characteristics have been aggregated and are reported as the Technical Services
segment.




<PAGE>

                                                                             43


     Information Technology Services provides a full range of staffing services
and professional services on an outsourced basis utilizing personnel with
expertise in distributed systems management, applications development and
maintenance support, help desk services and personal computer support.

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

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

     Todays Staffing provides temporary administrative, clerical and legal
staffing services.



<PAGE>



                                                                             44


     Operating segment data for the years ended December 31, 2001, 2000 and 1999
follows.

                                                  2001       2000       1999
                                                ---------  ---------  ---------
Revenues
--------
Information Technology Services               $   352,157    355,693    331,521
Technical Services                                840,015    985,891    929,118
Management Recruiters                             102,220    136,752    113,343
Todays Staffing                                   193,666    238,908    227,895
                                                ---------  ---------  ---------
                                              $ 1,488,058  1,717,244  1,601,877
                                                =========  =========  =========
(Loss) earnings from continuing operations
before income taxes and minority
interests
-----------------------------------
Operating (loss) profit
  Information Technology Services             $    11,832     17,369     22,581
  Technical Services                              (24,883)    21,827     44,435
  Management Recruiters                            12,746     30,716     22,450
  Todays Staffing                                   2,616     15,153     15,166
  Corporate expenses                              (23,448)   (25,260)   (18,656)
                                                ---------  ---------  ---------
                                                  (21,137)    59,805     85,976
Interest expense                                    3,065      5,189      2,114
                                                ---------  ---------  ---------
                                              $   (24,202)    54,616     83,862
                                                =========  =========  =========
Depreciation and amortization
-----------------------------
Information Technology Services               $     4,956      3,697      1,787
Technical Services                                 14,252     11,763      9,129
Management Recruiters                               4,085      3,568      2,873
Todays Staffing                                     3,401      3,674      3,755
Corporate                                           1,509        948        800
                                                ---------  ---------  ---------
                                              $    28,203     23,650     18,344
                                                =========  =========  =========
Assets
------
Information Technology Services               $   104,787    133,413    131,303
Technical Services                                242,233    314,897    276,691
Management Recruiters                              47,247     52,029     54,821
Todays Staffing                                    50,171     62,199     58,555
Corporate                                          28,134      9,491      9,454
Net assets of discontinued operations                   -         -         856
                                                ---------  ---------  ---------
                                              $   472,572    572,029    531,680
                                                =========  =========  =========



<PAGE>



                                                                             45


                                                   2001       2000       1999
                                                ---------  ---------  ---------
Purchases of fixed assets
-------------------------
Information Technology Services               $     3,242      5,003      4,277
Technical Services                                 10,970     20,180     18,394
Management Recruiters                               2,200      2,604      2,128
Todays Staffing                                       958      1,781      1,178
Corporate                                           2,069      1,047      1,608
                                                ---------  ---------  ---------
                                              $    19,439     30,615     27,585
                                                =========  =========  =========

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

     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, 2001, 2000 and 1999 are as follows:

                                                  2001       2000       1999
                                                ---------  ---------  ---------
Revenues
--------
  United States                               $ 1,308,030  1,545,243  1,466,973
  Canada, Europe and other                        180,028    172,001    134,904
                                                ---------  ---------  ---------
                                              $ 1,488,058  1,717,244  1,601,877
                                                =========  =========  =========
Fixed assets
------------
  United States                               $    44,239     61,369     50,139
  Canada, Europe and other                          6,671      4,741      3,117
                                                ---------  ---------  ---------
                                              $    50,910     66,110     53,256
                                                =========  =========  =========

     Segment operating results in 2001 and 2000 were impacted as described in
Note 2. - Provision for Restructure and Other Charges.




<PAGE>



                                                                              46


Note 13. - Operating Segments Under New Management Structure
------------------------------------------------------------
     As described above, the Company has reorganized its management and
reporting relationships effective January 1, 2002 along four operating segments:
Professional Services, Project Management, Permanent Placement and Temporary
Staffing. The Permanent Placement and Temporary Staffing operating segments
consist of MRI and Todays Staffing, respectively. The Professional Services
segment consists of the Technical Services staffing business, the Information
Technology Services staffing business and the Company's AndersElite operations
in the United Kingdom. The Project Management operating segment consists of
CDI's engineering, information technology and telecommunications project
management businesses. The Company is providing the following information to
present results of operations for the years ended December 31, 2001, 2000 and
1999 for the new reporting structure as if that structure had been in place
during 2001:


                                                  2001       2000       1999
                                                ---------  ---------  ---------
Revenues
--------
Professional Services                         $   784,557    884,956    836,226
Project Management                                407,615    456,627    424,413
Management Recruiters                             102,220    136,753    113,343
Todays Staffing                                   193,666    238,908    227,895
                                                ---------  ---------  ---------
                                              $ 1,488,058  1,717,244  1,601,877
                                                =========  =========  =========


(Loss) earnings from continuing operations
before income taxes and minority interests
------------------------------------------
Operating (loss) profit
   Professional Services                      $   ( 3,984)    20,148     33,529
   Project Management                             ( 9,067)    19,048     33,487
   Management Recruiters                           12,746     30,716     22,450
   Todays Staffing                                  2,616     15,153     15,166
   Corporate expenses                             (23,448)   (25,260)   (18,656)
                                                 ---------  ---------  ---------
                                                  (21,137)    59,805     85,976
   Interest expense                                 3,065      5,189      2,114
                                                 ---------  ---------  ---------
                                              $   (24,202)    54,616     83,862
                                                 =========  =========  =========





<PAGE>



                                                                              47



     The following represents quarterly operating results for 2001 under the new
reporting structure:


                                             First   Second   Third   Fourth
                                            Quarter Quarter  Quarter  Quarter
                                            -------  -------  -------  -------
Revenues
--------
Professional Services                      $212,170   203,079  191,507  177,801
Project Management                          108,555   105,351   98,298   95,411
Management Recruiters                        30,375    27,121   23,570   21,154
Todays Staffing                              54,066    51,946   45,388   42,266
                                           --------   -------  -------  -------
Total                                      $405,166   387,497  358,763  336,632
                                           ========   ========  ======= =======

Operating (Loss) Profit
-----------------------
Professional Services                      $  3,294     2,336    1,650  (11,264)
Project Management                            2,672   (   527) ( 1,513) ( 9,699)
Management Recruiters                         5,740     4,653    3,089  (   736)
Todays Staffing                               1,926     1,448  (   492) (   266)
Corporate                                   ( 6,454)  ( 5,171) ( 4,892) ( 6,931)
                                           --------   -------  -------  -------
Total                                      $  7,178     2,739  ( 2,158) (28,896)
                                           ========   ========  ======= =======

         Operating (loss) profit for 2001 includes the provision for restructure
recognized in the fourth quarter as follows: Professional Services $12,467;
Project Management $6,637; Management Recruiters $1,936; Todays Staffing $596;
Corporate $790.

Note 14. -  Discontinued Operations
-----------------------------------
     In prior years the Company adopted plans to dispose of two separate lines
of business within Technical Services that provided certain specialized services
to the automotive industry. These businesses have been classified as
discontinued operations in the Company's reported results of operations. The
disposal or liquidation of these businesses was completed in prior years.

     Adjustments were made in 1999 to prior year provisions for loss from
discontinued operations resulting in a gain after taxes of $2,768 primarily from
the recovery on a disputed contract receivable and adjustment of certain
estimates.

Note 15. -  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
available 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.



<PAGE>



                                                                              48


                          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, 2001 and 2000 and the related consolidated
statements of earnings, shareholders' equity and cash flows for each of the
years in the three-year period ended December 31, 2001. In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule listed under the heading "Financial statement
schedules" on page 50. These consolidated financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements and 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, 2001 and 2000 and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2001, 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.





Philadelphia, PA                                    /s/ KPMG LLP
February 20, 2002                                -------------------------------
                                                    KPMG LLP




<PAGE>



                                                                             49

                             CDI CORP. AND SUBSIDIARIES
                           Quarterly Results (Unaudited)
                       Years ended December 31, 2001 and 2000
                       (In thousands, except per share data)


                                      First  Second   Third  Fourth
                                     Quarter Quarter Quarter Quarter   Year
                                     ------- ------- ------- ------- ----------
2001
----
Revenues                          $ 405,166 387,497 358,763  336,632  1,488,058
Gross profit                        109,904 101,086  90,818   81,026    382,834
Operating (loss) profit               7,178   2,739  (2,158) (28,896)   (21,137)
Interest expense                        938     924     867      336      3,065
Net (loss) earnings               $   3,745     989  (1,970) (18,374)   (15,610)

Basic and diluted earnings
  (loss) per share:               $     .20     .05    (.10)    (.96)      (.82)

2000
----
Revenues                          $ 421,400 437,447 441,571  416,826  1,717,244
Gross profit                        114,022 122,685 120,916  109,136    466,759
Operating profit (loss)              20,914  22,798  18,978   (2,885)    59,805
Interest expense                      1,048   1,393   1,392    1,356      5,189
Net earnings (loss)               $  11,804  12,828  11,220   (2,849)    33,003

Basic and diluted earnings
  (loss) per share:               $     .62     .67     .59     (.15)     1.73

      There were $22.4 million of pre-tax charges in the fourth quarter of 2001
related to the Company's provision for restructure.

     There were $11.7 million of pre-tax charges in the fourth quarter of 2000
that include resolution of a dispute with a health insurance provider, billing
adjustments, executive separation costs and other charges.


<PAGE>



                                                                             50


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

     Not applicable.











                                   PART III

     Part III of this form is omitted by the Registrant since it will file with
the Commission a definitive proxy statement pursuant to Regulation 14A involving
the election of directors not later than 120 days after the close of the fiscal
year.











                                   PART IV


Item 14.  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,
            2001 and 2000, the related consolidated statements of earnings,
            shareholders' equity and cash flows for each of the years ended
            December 31, 2001, 2000 and 1999, 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, 2001, 2000 and
            1999.
            II - Valuation and Qualifying Accounts

     (b)  Registrant did not file a Form 8-K during the quarter ended
          December 31, 2001.



<PAGE>



                                                                              51


     (c)  Exhibits

           3.(i)   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, 1990 (File No. 1-5519).

             (ii)  Bylaws of the Registrant, incorporated herein by reference to
                   the Registrant's report on Form 10-Q for the quarter ended
                   June 30, 1990 (File No. 1-5519).

          10.a.    CDI Corp. Non-Qualified Stock Option and Stock Appreciation
                   Rights Plan, incorporated herein 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)

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

             c.    CDI Corp. Performance Shares Plan, 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)

             d.    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)

             e.    Supplemental Pension Agreement dated April 11, 1978 between
                   CDI Corporation and Walter R. Garrison, incorporated herein
                   by reference to the Registrant's report on Form 10-K for the
                   year ended December 31, 1989 (File No. 1-5519).  (Constitutes
                   a management contract or compensatory plan or arrangement)

             f.    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)

             g.    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 arrangements)






<PAGE>



                                                                             52



            h.    Employment Agreement dated July 8, 1997, including
                  Restricted Stock Agreement and Non-Qualified Stock Option
                  Agreement, by and between Registrant and Brian J. Bohling,
                  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)

            i.    Supplemental Retirement Agreement dated November 18, 1997 by
                  and between Registrant and Brian J. Bohling, 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)

            j.    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)

            k.    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)

            l.    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)

            m.    Release and Waiver of Claims dated as of December 4, 2001 by
                  and between the Registrant and Raymond S. Barratt.
                  (Constitutes a management contract or compensatory plan
                  or agreement)

            n.    Employment Agreement dated as of October 1, 2001 by and
                  between Registrant and Roger H. Ballou.(Constitutes a
                  management contract or compensatory plan or agreement)

          21.     Subsidiaries of the Registrant.

          23.     Consents of experts and counsel.




<PAGE>



                                                                             53


                                    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 14, 2002
-------------------------------------

     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 14, 2002
-------------------------------------


By:  /s/ Gregory L. Cowan
-------------------------------------
    Gregory L. Cowan
    Executive Vice President
    and Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

Date:   March 14, 2002
-------------------------------------


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

Date:   March 20, 2002
-------------------------------------




<PAGE>



                                                                             54

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

Date:   March 14, 2002
-------------------------------------


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

Date:   March 14, 2002
-------------------------------------


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

Date:   March 14, 2002
-------------------------------------


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

Date:   March 15, 2002
-------------------------------------


By: /s/ Allen M. Levantin
-------------------------------------
    Allen M. Levantin
    Director

Date:   March 16, 2002
-------------------------------------




<PAGE>



                                                                             55



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

Date:   March 14, 2002
-------------------------------------


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

Date:   March 18, 2002
-------------------------------------





















<PAGE>



                                                                             56


                                                                    Schedule II
                                                                    -----------



                             CDI CORP. AND SUBSIDIARIES

                          Valuation and Qualifying Accounts
                      (Allowance for Uncollectible Receivables)

                     Years ended December 31, 2001, 2000 and 1999


                                            Uncollectible
                                 Additions   receivables
                     Balance at   charged    written off,               Balance
                     beginning      to         net of        Other      at end
                      of year     earnings   recoveries     changes     of year
                     ----------  ---------  -------------  ----------  ---------

December 31, 2001   $ 3,694,000  9,436,000    4,753,000          -     8,377,000

December 31, 2000   $ 4,203,000  3,863,000    4,372,000          -     3,694,000

December 31, 1999   $ 6,000,000    915,000    2,807,000     95,000(a)  4,203,000










(a)   Allowance of acquired businesses at dates of acquisition.



<PAGE>












                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549



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



                                    CDI CORP.


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


                                    EXHIBITS


                                       to


                                  Annual Report


                                    FORM 10-K


                           Year ended December 31, 2001


                                      Under


                          SECURITIES EXCHANGE ACT OF 1934


<PAGE>



                                                                             57


                                  INDEX TO EXHIBITS

Number                                Exhibit                               Page
-------  -----------------------------------------------------------------  ----
 3.(i)   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, 1990 (File No. 1-5519).

   (ii)  Bylaws of the Registrant, incorporated herein by reference to the
         Registrant's report on Form 10-Q for the quarter ended June 30,
         1990(File No. 1-5519).

10.a.    CDI Corp. Non-Qualified Stock Option and Stock Appreciation
         Rights Plan, incorporated herein 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)

   b.    Amended and Restated CDI Corp. 1998 Non-Qualified Stock Option
         Plan. (Constitutes a management contract or compensatory plan or
         arrangement)                                                        59

   c.    CDI Corp. Performance Shares Plan, 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)

   d.    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)

   e.    Supplemental Pension Agreement dated April 11, 1978 between CDI
         Corporation and Walter R. Garrison, incorporated herein by
         reference to the Registrant's report on Form 10-K for the year
         ended December 31, 1989 (File No. 1-5519). (Constitutes a
         management contract or compensatory plan or arrangement)

   f.    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)

   g.    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)



<PAGE>




                                                                             58

                                   INDEX TO EXHIBITS

Number                                  Exhibit                             Page
-------  ----------------------------------------------------------------   ----
   h.    Employment Agreement dated July 8, 1997, including Restricted
         Stock Agreement and Non-Qualified Stock Option Agreement, by and
         between Registrant and Brian J. Bohling, 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)

   i.    Supplemental Retirement Agreement dated November 18, 1997 by and
         between Registrant and Brian J. Bohling, 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)

   j.    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)

   k.    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)

   l.    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)

   m.    Release and Waiver of Claims dated as of December 4, 2001 by and
         between Registrant and Raymond S. Barratt. (Constitutes a
         management contract or compensatory plan or arrangement)

   n.    Employment Agreement dated as of October 1, 2001 by and between
         Registrant and Roger H. Ballou.  (Constitutes a management
         contract or compensatory arrangement)                               71

21.      Subsidiaries of the Registrant.                                     98

23.      Consents of experts and counsel.                                   100