CDI 10-Q 2014 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q

(Mark One)

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2014

or

¨ Transition Report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

for the Transition Period from to .

Commission file number: 001-05519

CDI Corp.

(Exact name of registrant as specified in its charter)

Pennsylvania (State of incorporation)	23-2394430 (I.R.S. Employer Identification Number)
1717 Arch Street, 35th Floor, Philadelphia, PA 19103-2768 (Address of principal executive offices) (Zip Code)
(215) 569-2200 (Registrant's telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files). x YES ¨ NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨		Accelerated filer	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

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

The number of shares outstanding of each of the registrant's classes of common stock as of October 30, 2014 was as follows:

Common stock, $0.10 par value: Class B common stock, $0.10 par value: 19,619,764 Shares None

CDI CORP.

Form 10-Q

For the Quarterly Period Ended September 30, 2014

TABLE OF CONTENTS

			Page No.
Note About Forward-Looking Statements			2
Part I:	FINANCIAL INFORMATION
	Item 1.	Financial Statements (Unaudited)
		Consolidated Balance Sheets—September 30, 2014 and December 31, 2013	3
		Consolidated Statements of Operations—Three and nine months ended September 30, 2014 and 2013	4
		Consolidated Statements of Comprehensive Income—Three and nine months ended September 30, 2014 and 2013	5
		Consolidated Statements of Cash Flows—Three and nine months ended September 30, 2014 and 2013	6
		Consolidated Statements of Equity—Three and nine months ended September 30, 2014 and 2013	7
		Notes to Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
	Item 4.	Controls and Procedures	26
Part II:	OTHER INFORMATION
	Item 1.	Legal Proceedings	27
	Item 1A.	Risk Factors	27
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
	Item 3.	Defaults Upon Senior Securities	27
	Item 4.	Mine Safety Disclosures	27
	Item 5.	Other Information	27
	Item 6.	Exhibits	27
SIGNATURES			28
INDEX TO EXHIBTS			29

1

Note About Forward-Looking Statements

This quarterly report on Form 10-Q (including Management's Discussion and Analysis of Financial Condition and Results of Operations) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that address expectations or projections about the future, including, but not limited to, statements about our strategies for growth and future financial results (such as revenue, gross profit, operating profit, cash flow, and tax rate), are forward-looking statements. Some of the forward-looking statements can be identified by words like “anticipates,”“believes,”“expects,”“may,”“will,”“could,”“should,”“intends,”“plans,”“estimates” and similar references to future periods. These statements are not guarantees of future performance and involve a number of risks, uncertainties and assumptions that are difficult to predict. Because these forward-looking statements are based on estimates and assumptions that are subject to significant business, economic and competitive uncertainties, many of which are beyond our control or are subject to change, actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. Important factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to: weakness in general economic conditions and levels of capital spending by customers in the industries we serve; weakness or volatility in the financial and capital markets, which may result in the postponement or cancellation of our customers' capital projects or the inability of our customers to pay our fees; the inability to successfully execute on our strategic plan; the termination of a major customer contract or project; delays or reductions in U.S. government spending; credit risks associated with our customers; competitive market pressures; the availability and cost of qualified labor; our level of success in attracting, training, and retaining qualified management personnel and other staff employees; changes in tax laws and other government regulations, including the impact of health care reform laws and regulations; the possibility of incurring liability for our business activities, including, but not limited to, the activities of our temporary employees; our performance on customer contracts; negative outcome of pending and future claims and litigation; and government policies, legislation or judicial decisions adverse to our businesses. More detailed information about some of these and other risks and uncertainties may be found in our filings with the SEC, particularly in the “Risk Factors” section in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2013. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We assume no obligation to update such statements, whether as a result of new information, future events or otherwise, except as required by law.

Unless the context otherwise requires, all references herein to “CDI,” the "Registrant,” the "Company,” “we,” “us” or “our” are to CDI Corp. and its consolidated subsidiaries.

2

PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS (Unaudited)

CDI CORP. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share amounts)

(Unaudited)

	September 30, 2014			December 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	43,078		$	45,479
Accounts receivable, net of allowances of $2,000 and $2,893	233,140			230,613
Prepaid expenses and other current assets	11,334			8,033
Prepaid income taxes	736			2,378
Deferred income taxes	4,737			4,724
Total current assets	293,025			291,227
Property and equipment, net of accumulated depreciation of $88,417 and $82,512	21,322			20,528
Deferred income taxes	4,900			5,260
Goodwill	62,053			62,280
Other intangible assets, net	14,034			15,157
Other non-current assets	10,330			11,355
Total assets	$	405,664		$	405,807
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	1,932		$	2,812
Accounts payable	30,973			38,019
Accrued compensation and related expenses	54,057			46,123
Other accrued expenses and other current liabilities	12,025			16,037
Income taxes payable	1,165			245
Total current liabilities	100,152			103,236
Deferred compensation	8,366			9,393
Deferred income tax	4,515			2,994
Other non-current liabilities	4,526			5,010
Total liabilities	117,559			120,633
Commitments and contingencies
Equity:
Preferred stock, $0.10 par value - authorized 1,000 shares; none issued	—			—
Common stock, $0.10 par value - authorized 100,000 shares; issued 22,083 and 21,958 shares	2,208			2,196
Class B common stock, $0.10 par value - authorized 3,175 shares; none issued	—			—
Additional paid-in-capital	71,490			70,104
Retained earnings	269,446			265,207
Accumulated other comprehensive loss	(3,465		)	(712		)
Common stock in treasury, at cost - 2,463 shares	(52,487		)	(52,487		)
Total CDI shareholders' equity	287,192			284,308
Noncontrolling interest	913			866
Total equity	288,105			285,174
Total liabilities and equity	$	405,664		$	405,807

See accompanying notes to consolidated financial statements.

3

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Revenue	$	295,732		$	277,916		$	856,286		$	810,745
Cost of services	241,244			225,219			698,238			656,352
Gross profit	54,488			52,697			158,048			154,393
Operating and administrative expenses	46,006			45,751			137,821			137,292
Restructuring and other related costs	—			—			72			—
Operating profit	8,482			6,946			20,155			17,101
Other income (expense), net	(133		)	(57		)	(207		)	(170		)
Income before income taxes	8,349			6,889			19,948			16,931
Income tax expense	2,908			2,323			8,014			6,315
Net income	5,441			4,566			11,934			10,616
Less: Income attributable to the noncontrolling interest	41			38			70			159
Net income attributable to CDI	$	5,400		$	4,528		$	11,864		$	10,457
Earnings per common share:
Basic	$	0.28		$	0.23		$	0.61		$	0.54
Diluted	$	0.27		$	0.23		$	0.60		$	0.53

See accompanying notes to consolidated financial statements.

4

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(in thousands)

(Unaudited)

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2014			2013		2014			2013
Net income	$	5,441		$	4,566	$	11,934		$	10,616
Other comprehensive income:
Foreign currency translation adjustments	(3,526		)	1,985		(2,776		)	(1,705		)
Total comprehensive income	1,915			6,551		9,158			8,911
Less: Comprehensive income attributable to the noncontrolling interest	18			26		47			146
Total comprehensive income attributable to CDI	$	1,897		$	6,525	$	9,111		$	8,765

See accompanying notes to consolidated financial statements.

5

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Nine Months Ended
	September 30,
	2014			2013
Operating activities:
Net income	$	11,934		$	10,616
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	6,947			6,430
Amortization	1,123			1,219
Deferred income taxes	1,820			1,593
Share-based compensation	1,661			2,146
(Gain)/loss on disposal of assets, net	(20		)	71
Changes in operating assets and liabilities:
Accounts receivable, net	(5,083		)	(11,127		)
Prepaid expenses and other current assets	(2,999		)	(2,027		)
Accounts payable	(5,218		)	(6,633		)
Accrued expenses and other current liabilities	4,162			3,187
Income taxes prepaid/payable	2,347			(2,925		)
Other non-current assets	233			303
Deferred compensation	22			(33		)
Other non-current liabilities	(480		)	(2,043		)
Net cash provided by operating activities	16,449			777
Investing activities:
Additions to property and equipment	(7,825		)	(5,047		)
Other	66			119
Net cash used in investing activities	(7,759		)	(4,928		)
Financing activities:
Dividends paid to shareholders	(7,625		)	(5,054		)
Borrowings on credit facility	109,061			57,550
Repayments on credit facility	(109,874		)	(60,165		)
Common shares withheld for taxes	(544		)	(795		)
Payment of acquisition related earn out	(187		)	—
Change in book overdraft	(1,709		)	997
Excess tax benefit from share-based compensation awards	144			118
Net cash used in financing activities	(10,734		)	(7,349		)
Effect of exchange rate changes on cash and cash equivalents	(357		)	(85		)
Net decrease in cash and cash equivalents	(2,401		)	(11,585		)
Cash and cash equivalents at beginning of period	45,479			43,652
Cash and cash equivalents at end of period	$	43,078		$	32,067
Supplemental disclosure of cash flow information:
Cash paid for interest	$	106		$	104
Cash paid for income taxes, net	$	3,515		$	7,680

See accompanying notes to consolidated financial statements.

6

CDI CORP. AND SUBSIDIARIES

Consolidated Statements of Equity

(in thousands, except per share amounts)

(Unaudited)

	Common Stock					Treasury Stock			Additional Paid-In-Capital			Retained Earnings			Accum-ulated Other Compre-hensive Income (Loss)			Total CDI Share-holders' Equity			Non-Controlling Interest			Total Equity
	Shares		Amount
December 31, 2012	21,822		$	2,182		$	(52,487	)	$	67,863		$	259,912		$	1,501		$	278,971		$	809		$	279,780
Net income	—		—			—			—			10,457			—			10,457			159			10,616
Translation adjustments	—		—			—			—			—			(1,692		)	(1,692		)	(13		)	(1,705		)
Share-based compensation expense	—		—			—			2,146			—			—			2,146			—			2,146
Share-based compensation tax shortfall, net	—		—			—			(50		)	—			—			(50		)	—			(50		)
Reclassification of equity awards from liabilities, net	—		—			—			345			—			—			345			—			345
Vesting of equity awards	180		18			—			(18		)	—			—			—			—			—
Common shares withheld for taxes	(50	)	(5		)	—			(790		)	—			—			(795		)	—			(795		)
Cash dividends declared ($0.26 per common share)	—		—			—			—			(5,054		)	—			(5,054		)	—			(5,054		)
September 30, 2013	21,952		$	2,195		$	(52,487	)	$	69,496		$	265,315		$	(191	)	$	284,328		$	955		$	285,283
December 31, 2013	21,958		$	2,196		$	(52,487	)	$	70,104		$	265,207		$	(712	)	$	284,308		$	866		$	285,174
Net income	—		—			—			—			11,864			—			11,864			70			11,934
Translation adjustments	—		—			—			—			—			(2,753		)	(2,753		)	(23		)	(2,776		)
Share-based compensation expense	—		—			—			1,661			—			—			1,661			—			1,661
Reclassification of equity awards from liabilities, net	—		—			—			226			—			—			226			—			226
Vesting and exercise of equity awards	154		15			—			(15		)	—			—			—			—			—
Common shares withheld for taxes	(29	)	(3		)	—			(486		)	—			—			(489		)	—			(489		)
Cash dividends declared ($0.39 per common share)	—		—						—			(7,625		)	—			(7,625		)	—			(7,625		)
September 30, 2014	22,083		$	2,208		$	(52,487	)	$	71,490		$	269,446		$	(3,465	)	$	287,192		$	913		$	288,105

See accompanying notes to consolidated financial statements.

7

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

1. Business

CDI Corp. and its Subsidiaries (the “Company” or “CDI”) operate engineering and technology businesses providing differentiated, customer-focused solutions in select industries primarily in the United States (U.S.), Canada and the United Kingdom (UK). The Company provides engineering and information technology (IT) solutions and staffing services to customers in the Oil, Gas and Chemical (OGC), Aerospace and Industrial Equipment (AIE), and Hi-Tech industry verticals as well as in "Other" industry verticals that primarily include the infrastructure, U.S. defense, and transportation industries.

On August 13, 2014, the Company announced the appointment of Scott J. Freidheim as president and chief executive officer, effective September 15, 2014. Mr. Freidheim and CDI entered into an employment agreement which was filed as Exhibit 10.1 to the Form 8-K on September 15, 2014.

2. Principles of Consolidation and Basis of Presentation

Principles of Consolidation - The consolidated financial statements include the accounts of CDI Corp. and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.

Basis of Presentation - The accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States of America (GAAP), the instructions to Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (SEC) for interim financial reporting. These statements should be read in conjunction with the Company's Form 10-K filed with the SEC on March 6, 2014. Results for the nine months ended September 30, 2014 are not necessarily indicative of results that may be expected for the full year.

3. Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts disclosed in the financial statements and accompanying notes. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates.

Significant estimates inherent in the preparation of the accompanying consolidated financial statements include the assumptions used in the determination of the allowance for doubtful accounts receivable, impairment assessment of goodwill, determination of the recoverability of long-lived assets, assessment of legal contingencies and calculation of income taxes.

Reclassifications - For comparative purposes, certain amounts have been reclassified to conform to the current period presentation.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09 (Topic 606) Revenue from Contracts with Customers (ASU 2014-09). ASU 2014-09 supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific revenue guidance in addition to some cost guidance. ASU 2014-09 establishes a five-step model under the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance is effective for the Company beginning January 1, 2017 and the Company may apply this guidance using either a full retrospective approach, subject to certain practical expedients, or a modified retrospective approach with a cumulative effect adjustment as of the date of initial application. Early adoption is not permitted. The Company has not yet selected a transition method nor has it determined the impact that adoption of this guidance will have on its consolidated financial statements.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (ASU 2014-15). The amendments in ASU 2014-15 require management to assess, at each annual and interim reporting period, whether there are conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. ASU 2014-15 is effective for the Company beginning January 1, 2017. Early adoption is permitted. The Company does not anticipate that the adoption of this guidance will have a material impact on its consolidated financial statements.

8

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

4. Fair Value Disclosures

The Company maintains a non-qualified Deferred Compensation Plan for highly compensated employees. The assets of the plan are held in the name of CDI at a third-party financial institution. Separate accounts are maintained for each participant to reflect the amounts deferred by the participant and all earnings and losses on those deferred amounts. The assets of the plan are held in publicly traded mutual funds. The fair value of the plan assets is calculated using the market price of the mutual funds as of the end of the period.

The following tables summarize the assets and liabilities measured at fair value on a recurring basis by level of the fair value hierarchy for the indicated periods:

			Fair Value Measurements as of September 30, 2014 Using
	Fair Value Measurements at September 30, 2014		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
Bond	$	1,994	$	1,994	$	—	$	—
Large cap	2,605		2,605		—		—
International	1,368		1,368		—		—
Mid cap	563		563		—		—
Small cap	475		475		—		—
Balanced	347		347		—		—
Money market funds	1,195		1,195		—		—
Total assets (1)	$	8,547	$	8,547	$	—	$	—

⁽¹⁾  As of September 30, 2014, $0.6 million and $7.9 million are included in “Prepaid expenses and other current assets” (liability offset in “Other accrued expenses and other current liabilities”) and “Other non-current assets” (liability offset in “Deferred compensation”), respectively, in the consolidated balance sheets reflecting the non-qualified Deferred Compensation Plan assets.

			Fair Value Measurements as of December 31, 2013 Using
	Fair Value Measurements at December 31, 2013		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
Description			(Level 1)		(Level 2)		(Level 3)
Mutual funds:
Bond	$	1,495	$	1,495	$	—	$	—
Large cap	2,925		2,925		—		—
International	1,227		1,227		—		—
Mid cap	750		750		—		—
Small cap	738		738		—		—
Balanced	348		348		—		—
Money market funds	1,512		1,512		—		—
Total assets (1)	$	8,995	$	8,995	$	—	$	—

⁽¹⁾  As of December 31, 2013, $0.3 million and $8.7 million are included in “Prepaid expenses and other current assets” (liability offset in “Other accrued expenses and other current liabilities”) and “Other non-current assets” (liability offset in “Deferred compensation”), respectively, in the consolidated balance sheets reflecting the non-qualified Deferred Compensation Plan assets.

9

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

5. Goodwill and Other Intangible Assets

The following table summarizes the changes in the Company's carrying value of goodwill by reporting segment for the indicated periods:

	December 31, 2013										September 30, 2014
	Gross Balance		Accumulated Impairment Losses			Additions		Translation and Other Adjustments			Gross Balance		Accumulated Impairment Losses
GETS	$	35,713	$	(164	)	$	—	$	—		$	35,713	$	(164	)
PSS	47,075		(30,057		)	—		(185		)	45,820		(28,987		)
MRI	16,765		(7,052		)	—		(42		)	16,608		(6,937		)
Total goodwill	$	99,553	$	(37,273	)	$	—	$	(227	)	$	98,141	$	(36,088	)

The Company performed its annual assessment for impairment of goodwill and other indefinite-lived intangible assets as of July 1, 2014 and determined there was no impairment. The Company's assessment determined that the fair values for each of the Company's reporting units were substantially in excess of their related carrying values as of July 1, 2014 with the exception of the following reporting units: PSS EMEA, GETS Infrastructure and GETS Aerospace and Industrial Equipment (GETS AIE). The PSS EMEA reporting unit, comprised primarily of the CDI AndersElite Limited business, had a fair value in excess of its carrying value of 9% and goodwill of $11.8 million. The GETS Infrastructure reporting unit had a fair value in excess of its carrying value of 17% and goodwill of $15.6 million. The GETS AIE reporting unit had a fair value in excess of its carrying value of 18% and goodwill of $10.4 million. The Company believes it has made reasonable estimates and assumptions to calculate the fair value of its reporting units and indefinite-lived intangible assets. If actual future results are not consistent with management's estimates and assumptions, the Company may have to take an impairment charge in the future related to its goodwill and other indefinite-lived intangible assets.

The following tables summarize the changes in the Company's carrying value of other intangible assets during the indicated periods:

	December 31, 2013										September 30, 2014
	Gross Balance		Accumulated Amortization			Additions		Amortization			Gross Balance		Accumulated Amortization
Intangible assets subject to amortization:
Customer relationships	$	11,960	$	(4,625	)	$	—	$	(703	)	$	11,960	$	(5,328	)
Trademarks	5,200		(440		)	—		(255		)	5,200		(695		)
Developed technology	460		(276		)	—		(69		)	460		(345		)
Non-compete	150		(105		)	—		(23		)	150		(128		)
Reacquired franchise rights	972		(304		)	—		(73		)	972		(377		)
Total intangible assets subject to amortization	18,742		(5,750		)	—		(1,123		)	18,742		(6,873		)
Indefinite-lived intangible assets:
Trademarks	2,165		—			—		—			2,165		—
Total other intangible assets	$	20,907	$	(5,750	)	$	—	$	(1,123	)	$	20,907	$	(6,873	)

10

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

6. Restructuring and Other Related Costs

In December 2013, the Company announced that it would undertake a corporate restructuring in the first quarter of 2014 (the “2013 Restructuring Plan”) to improve operational effectiveness and further optimize the Company's cost structure. The 2013 Restructuring Plan included a workforce reduction and the consolidation of facilities and was substantially completed by June 30, 2014. The majority of the payments are expected to be made during 2014 with certain payments related to the consolidation of facilities expected through 2019. During the nine months ended September 30, 2014, the Company adjusted its total restructuring liability due to lower than expected severance costs.

The following table summarizes the provision, activity and balances related to the Restructuring Plan by cost type for the indicated periods:

	Employee severance and related costs			Real estate exit and related costs			Asset write-offs			Accrued restructuring liability
Balance as of December 31, 2013	$	4,568		$	769		$	—		$	5,337
Cash payments	(2,650		)	(485		)	—			(3,135		)
Charges	37			734			30			801
Non cash	—			—			(30		)	(30		)
Adjustments	(729		)	—			—			(729		)
Balance as of September 30, 2014	$	1,226		$	1,018		$	—		$	2,244

The consolidated balance sheets as of September 30, 2014 and December 31, 2013 include $1.8 million and $4.7 million in “Other accrued expenses and other current liabilities”, and $0.4 million and $0.6 million in "Other non-current liabilities", respectively.

7. Short-Term Borrowings

On November 30, 2012, CDI Corp., its direct wholly-owned subsidiary, CDI Corporation, and its indirect subsidiary, CDI AndersElite Limited (each a “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (the “Bank”). The Credit Agreement established a $75.0 million revolving line of credit facility (including a $5.0 million UK overdraft facility) that expires on November 29, 2017. The Company intends to repay borrowings under the Credit Agreement within twelve months of borrowing and as a result has recorded these borrowings in "Short-term borrowings" in the consolidated balance sheets. Borrowings under this line of credit may be used by the Company and the other Borrowers for general business purposes or for letters of credit.

As of September 30, 2014, the Company had $1.9 million of borrowings, letters of credit outstanding of $3.2 million and $69.9 million available to borrow under the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of September 30, 2014. Interest was payable at a rate of 1.71% per annum for outstanding borrowings as of September 30, 2014. As of September 30, 2014, the Company had an unsecured $0.4 million letter of credit outstanding under an agreement with TD Bank, N.A. that expires on July 1, 2015.

As of December 31, 2013, the Company had outstanding borrowings of $2.8 million, letters of credit outstanding of $3.1 million and $69.1 million available to borrow under the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of December 31, 2013. As of December 31, 2013, the Company had an unsecured $0.4 million letter of credit outstanding under an agreement with TD Bank, N.A.

11

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

8. Commitments and Contingencies

Legal Proceedings

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

9. Income Taxes

The Company calculates an effective income tax rate each quarter using the estimated annual effective rate method based upon forecasted annual income by jurisdiction, statutory tax rates and other tax-related items. The impact of discrete items is recognized in the interim period in which they occur. Discrete items and the mix of domestic and foreign pre-tax income and losses with no tax benefit may significantly impact the interim period income tax provision and increase the volatility of the interim period effective tax rate at low levels of pre-tax income.

The effective tax rates for the three months ended September 30, 2014 and 2013 were 34.8% and 33.7%, respectively. The effective tax rates for the nine months ended September 30, 2014 and 2013 were 40.2% and 37.3%, respectively. During the nine months ended September 30, 2014, the Company recorded a $0.5 million charge for the write-off of deferred tax assets related to the forfeiture of the outstanding equity awards due to the separation of the Company's former CEO.

10. Basic and Diluted Earnings Per Share (EPS) Data

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the indicated periods:

	Three months ended				Nine months ended
	September 30,				September 30,
	2014		2013		2014		2013
Numerator:
Net income attributable to CDI	$	5,400	$	4,528	$	11,864	$	10,457
Denominator:
Basic weighted-average shares	19,614		19,464		19,562		19,426
Dilutive effect of share-based awards	185		248		203		300
Diluted weighted-average shares	19,799		19,712		19,765		19,726
Earnings per common share:
Basic	$	0.28	$	0.23	$	0.61	$	0.54
Diluted	$	0.27	$	0.23	$	0.60	$	0.53

There were 406 thousand shares and 512 thousand shares excluded from the computation of EPS for the three months endedSeptember 30, 2014 and 2013, respectively, because their inclusion would have been anti-dilutive. There were 290 thousand shares and 452 thousand shares excluded from the computation of EPS for the nine months ended September 30, 2014 and 2013, respectively, because their inclusion would have been anti-dilutive.

12

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

11. Reporting Segments

The Company has the following three reporting segments:

• Global Engineering and Technology Solutions (GETS) - GETS provides engineering and information technology solutions for its customers that involve the production of deliverable work products or services performed at a CDI facility or at a customer's facility under the supervision of CDI personnel. These solutions typically include analysis of a customer's engineering or information technology needs and the development of a solution that generally ranges in duration from several months to multiple years. Depending on the industry, engineering services can include such functions as feasibility studies, technology assessment, conceptual design, cost estimating, preliminary design, execution planning, procurement optimization, detailed design, testing and validation of regulatory compliance, technology integration and operating and maintenance support. Information technology services can include assessments, execution of business application services, web development, service-desk support, quality assurance and testing and program management. GETS provides these solutions through a delivery model consisting of: centers of excellence, with concentrated skill sets required for larger, more complex projects; regional centers to service local needs of customers; customer-centered offices to deliver site-specific services; and a near-shore center to leverage low-cost design resources.

• Professional Staffing Services (PSS) - PSS provides skilled technical and professional personnel to its customers for discrete periods of time to augment the customer's workforce in times of project, seasonal, peak period or business cycle needs. These engagements can range from several months to multiple years in duration. PSS also provides permanent placement services. PSS provides professional staffing services to targeted industries that include managed services and managed staffing programs, functional staffing outsourcing and business advisory services. PSS delivers these services through a delivery model that provides global staffing delivery focused on select engineering and technology skill sets and competencies.

• Management Recruiters International, Inc. (MRI) - MRI is a global franchisor that does business as MRINetwork^® and provides the use of its trademarks, business systems and training and support services to its franchisees who engage in the search and recruitment of executive, technical, professional and managerial personnel for employment by their customers. The MRI franchisees provide permanent placement services primarily under the brand names Management Recruiters^®, Sales Consultants^® and OfficeMates 5^®. MRI also provides training and support, implementation services and back-office services to enable franchisees to pursue contract staffing opportunities.

For purposes of performance measurement, the Company charges certain expenses directly attributable to the reporting segments and allocates certain other expenses and support costs. Support costs consist principally of employee benefits administration, accounting support, IT services and shared service center costs. Operating and administrative expenses that are not directly attributable to the reporting segments are classified as corporate. Identifiable assets of the reporting segments exclude corporate assets. Corporate assets consist principally of all cash and cash equivalents, all current and deferred income tax assets, and certain corporate assets not directly associated with the reporting segments including certain property and equipment and certain prepaid expenses and other current assets and certain other non-current assets.

13

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

Reporting segment operations data is presented in the following table for the indicated periods:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2014			2013			2014			2013
Revenue:
GETS	$	88,388		$	81,495		$	254,930		$	239,483
PSS	192,426			182,002			557,295			527,869
MRI	14,918			14,419			44,061			43,393
Total revenue	$	295,732		$	277,916		$	856,286		$	810,745
Gross profit:
GETS	$	24,391		$	22,665		$	69,596		$	66,944
PSS	23,141			22,990			67,896			67,133
MRI	6,956			7,042			20,556			20,316
Total gross profit	$	54,488		$	52,697		$	158,048		$	154,393
Operating profit:
GETS (1)	$	3,429		$	2,917		$	7,200		$	7,639
PSS (1)	7,367			6,489			20,379			17,823
MRI	1,721			1,987			4,733			5,676
Corporate (1), (2)	(4,035		)	(4,447		)	(12,157		)	(14,037		)
Total operating profit	8,482			6,946			20,155			17,101
Other income (expense), net	(133		)	(57		)	(207		)	(170		)
Income before income taxes	$	8,349		$	6,889		$	19,948		$	16,931

⁽¹⁾  The following table summarizes the amount of restructuring and other related costs recognized by reporting segment for the indicated periods:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2014		2013		2014			2013
GETS	$	—	$	—	$	419		$	—
PSS	—		—		(249		)	—
MRI	—		—		—			—
Corporate	—		—		(98		)	—
Restructuring and other related costs	$	—	$	—	$	72		$	—

⁽²⁾  In the first quarter of 2014, the Company recorded an aggregate $0.9 million after tax charge to net income related to the separation of the Company's former CEO that is comprised of a $0.7 million pre-tax charge ($0.4 million after tax) to operations associated with the former CEO's separation arrangement and an additional $0.5 million charge to income tax expense for the write-off of deferred tax assets related to the forfeiture of outstanding equity awards.

14

CDI CORP. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

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

(Unaudited)

Reporting segment asset data is presented in the following table for the indicated periods:

	September 30,		December 31,
	2014		2013
Assets:
GETS	$	137,232	$	130,269
PSS	170,764		168,786
MRI	25,026		28,098
Corporate	72,642		78,654
Total assets	$	405,664	$	405,807

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

15

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

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

The following Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and the accompanying notes thereto included in Part I, Item 1 of this Form 10-Q Report as well as the Note About Forward-Looking Statements.

Executive Overview

Business Overview

CDI operates engineering and technology businesses providing differentiated, customer-focused solutions in select industries primarily in the U.S., Canada and the UK. The Company provides engineering and information technology (IT) solutions and staffing services to customers in the Oil, Gas and Chemical (OGC), Aerospace and Industrial Equipment (AIE), and Hi-Tech industry verticals as well as in "Other" industry verticals that primarily include the infrastructure, U.S. defense, and transportation industries.

The Company operates through its three reporting segments: Global Engineering and Technology Solutions (GETS), Professional Staffing Services (PSS) and Management Recruiters International (MRI). GETS provides engineering and IT solutions for its customers that involve the production of deliverable work products or services performed at a CDI facility or at a customer's facility under the supervision of CDI personnel. PSS provides skilled technical and professional personnel to its customers for discrete periods of time to augment the customer's workforce in times of project, seasonal, peak period or business cycle needs. MRI is a global franchisor that provides the use of its trademarks, business systems, and training and support services to its franchisees who engage in the search and recruitment of executive, technical, professional and managerial personnel for employment by their customers.

Third Quarter 2014 Overview

Revenue during the third quarter of 2014 increased by $17.8 million or 6.4% as compared to the third quarter of 2013 due primarily to increases in PSS and, to a lesser extent, GETS. Gross profit increased by $1.8 million primarily due to the increase in revenue, partially offset by a decrease in gross profit margins in GETS and PSS. Gross profit margin decreased primarily due to a shift in mix to lower margin business within PSS and GETS. The shift in mix to lower gross profit margin business within PSS is primarily due to increased demand for program staffing services which achieved higher than average operating profit margins but lower than average gross profit margins. Operating and administrative expenses were relatively flat. Operating profit increased to $8.5 million during the third quarter of 2014 as compared to $6.9 million during the third quarter of 2013. Net income attributable to CDI increased to $5.4 million during the third quarter of 2014 as compared to $4.5 million in the third quarter of 2013.

On August 13, 2014, the Company announced the appointment of Scott J. Freidheim as president and chief executive officer, effective September 15, 2014. Mr. Freidheim and CDI entered into an employment agreement which was filed as Exhibit 10.1 to the Form 8-K on September 15, 2014. In addition, on October 28, 2014, the Company announced that it added three leaders to its executive management team.

16

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Results of Operations

Consolidated Discussion

Three months endedSeptember 30, 2014 as compared to the three months endedSeptember 30, 2013

The table that follows presents changes in revenue by segment along with selected financial information and key metrics for the three months endedSeptember 30, 2014 and 2013:

	Three Months Ended
	September 30,
	2014					2013					Increase (Decrease)
	$			% of Total Revenue		$			% of Total Revenue		$		%
Revenue:
GETS	$	88,388		29.9	%	$	81,495		29.3	%	$	6,893	8.5	%
PSS	192,426			65.1		182,002			65.5		10,424		5.7
MRI	14,918			5.0		14,419			5.2		499		3.5
Total Revenue	$	295,732		100.0		$	277,916		100.0		$	17,816	6.4
Gross profit	$	54,488		18.4		$	52,697		19.0		$	1,791	3.4
Operating and administrative expenses	$	46,006		15.6		$	45,751		16.5		$	255	0.6
Operating profit	$	8,482		2.9		$	6,946		2.5		$	1,536	22.1
Net income attributable to CDI	$	5,400		1.8		$	4,528		1.6		$	872	19.3
Effective income tax rate	34.8		%			33.7		%
Pre-tax return on net assets (1)	9.7		%			9.9		%

⁽¹⁾  Income (loss) before income taxes for the year, divided by the average net assets at the beginning and end of the year for the prior 12 consecutive months. Net assets include total assets minus total liabilities excluding cash and cash equivalents, income tax accounts and debt.

Revenue increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to increases in PSS and, to a lesser extent, GETS. PSS revenue increased primarily due to increased pipeline staffing demand in the OGC vertical and, to a lesser extent, increases in the "Other" and AIE industry verticals, partially offset by reduced staffing at a large existing customer in the Hi-Tech vertical. GETS revenue increased primarily due to increased growth in the OGC and, to a lesser extent, the Hi-Tech verticals, partially offset by a decrease in demand in the AIE vertical and reduced infrastructure spending in the "Other" industry vertical. MRI's revenue increased primarily due to increased contract staffing, partially offset by a decrease in royalties and franchise fees.

Gross profit increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increases in revenue, partially offset by decreases in gross profit margin in GETS and PSS. Gross profit margin decreased primarily due to a shift in mix to lower margin business within PSS and GETS. The shift in mix to lower gross profit margin business within PSS is primarily due to increased demand for program staffing services which achieved higher than average operating profit margins but lower than average gross profit margins.

Operating profit increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts, partially offset by an increase in operating costs as a result of the increase in business volume. Operating and administrative expenses in 2013 include a $0.5 million benefit related to a reduction of an acquisition-related earnout liability.

The effective income tax rates for both periods were impacted by insignificant discrete items, the mix of domestic and foreign pre-tax income and certain foreign losses with no tax benefit that had a significant impact on the effective income tax rates due to the levels of pre-tax income for both periods. As such, comparison of effective tax rates for the third quarter of 2014 as compared to the third quarter of 2013 is not meaningful.

Corporate

Corporate expenses consist of operating and administrative expenses that are not allocated to the reporting units under segment reporting. Corporate expenses were $4.0 million for the third quarter of 2014 compared to $4.4 million for the third quarter of 2013. The reduction in corporate expenses are primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014.

17

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Consolidated Discussion - Continued

Nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

The table that follows presents changes in revenue by segment along with selected financial information and key metrics for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended
	September 30,
	2014					2013					Increase (Decrease)
	$			% of Total Revenue		$			% of Total Revenue		$		%
Revenue:
GETS	$	254,930		29.8	%	$	239,483		29.5	%	$	15,447	6.5	%
PSS	557,295			65.1		527,869			65.1		29,426		5.6
MRI	44,061			5.1		43,393			5.4		668		1.5
Total Revenue	$	856,286		100.0		$	810,745		100.0		$	45,541	5.6
Gross profit	$	158,048		18.5		$	154,393		19.0		$	3,655	2.4
Operating and administrative expenses (1)	$	137,821		16.1		$	137,292		16.9		$	529	0.4
Restructuring and other related costs	$	72		—		$	—		—		$	72	NM
Operating profit	$	20,155		2.4		$	17,101		2.1		$	3,054	17.9
Net income attributable to CDI (1)	$	11,864		1.4		$	10,457		1.3		$	1,407	13.5
Effective income tax rate	40.2		%			37.3		%

⁽¹⁾  In the first quarter of 2014, the Company recorded an aggregate $0.9 million after tax charge to net income related to the separation of the Company's former CEO that is comprised of a $0.7 million pre-tax charge ($0.4 million after tax) to operations associated with the former CEO's separation arrangement and an additional $0.5 million charge to income tax expense for the write-off of deferred tax assets related to the forfeiture of outstanding equity awards.

NM - Not meaningful.

Revenue increased for the first nine months of 2014 as compared to the first nine months of 2013 due to increases in PSS, GETS and, to a lesser extent, MRI. PSS revenue increased primarily due to increased pipeline staffing demand in the OGC vertical and, to a lesser extent, increases in the "Other" and AIE industry verticals, partially offset by reduced staffing at a large existing customer in the Hi-Tech vertical. GETS revenue increased primarily due to increased growth in the OGC, AIE and Hi-Tech verticals, partially offset by reductions in government services and infrastructure spending in the "Other" industry vertical.

Gross profit increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increases in revenue, partially offset by a decrease in gross profit margins in GETS and PSS. Gross profit margin decreased primarily due to a shift in mix to lower margin business within GETS and PSS. The decrease in gross profit margin within GETS was primarily due to a shift in mix from the higher margin infrastructure and government services business to the lower margin business in OGC and AIE verticals. The shift in mix to lower gross profit margin business within PSS is primarily due to increased demand for program staffing services which achieved higher than average operating profit margins but lower than average gross profit margins.

Operating profit increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts, partially offset by an increase in operating costs as a result of the increase in business volume and a $0.7 million pre-tax charge related to the separation of the Company's former CEO. Operating and administrative expenses in 2013 include a $1.2 million benefit related to a reduction of an acquisition-related earnout liability.

The effective income tax rates for both periods were impacted by insignificant discrete items, the mix of domestic and foreign pre-tax income and certain foreign losses with no tax benefit. The first nine months of 2014 included the $0.5 million charge for the write-off of deferred tax assets related to the forfeiture of the outstanding equity awards of the Company's former CEO.

Corporate

Corporate expenses consist of operating and administrative expenses that are not allocated to the reporting units under segment reporting. Corporate expenses were $12.3 million for the first nine months of 2014 compared to $14.0 million for the first nine months of 2013. Included in corporate expenses for the first nine months of 2014 is a $0.7 million pre-tax charge related to the separation of the Company's former CEO. The reduction in corporate expenses are primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014.

18

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Segment Results of Operations

Global Engineering and Technology Solutions (GETS)

Three months endedSeptember 30, 2014 as compared to the three months endedSeptember 30, 2013

The following table presents changes in revenue by industry vertical, cost of services, gross profit, operating and administrative expenses and operating profit for GETS for the three months endedSeptember 30, 2014 and 2013:

	Three Months Ended
	September 30,
	2014				2013				Increase (Decrease)
	$		% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Oil, Gas and Chemicals (OGC)	$	39,786	45.0	%	$	31,677	38.9	%	$	8,109		25.6	%
Aerospace and Industrial Equipment (AIE)	17,799		20.1		19,012		23.3		(1,213		)	(6.4	)
Hi-Tech	8,273		9.4		7,559		9.3		714			9.4
Other	22,530		25.5		23,247		28.5		(717		)	(3.1	)
Total revenue	88,388		100.0		81,495		100.0		6,893			8.5
Cost of services	63,997		72.4		58,830		72.2		5,167			8.8
Gross profit	24,391		27.6		22,665		27.8		1,726			7.6
Operating and administrative expenses	20,962		23.7		19,748		24.2		1,214			6.1
Operating profit	$	3,429	3.9		$	2,917	3.6		$	512		17.6

Revenue increased during the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increase in revenue in the OGC industry vertical, partially offset by the decrease in the AIE industry vertical. The increase in OGC revenue is primarily due to a net increase in demand from industrial chemical customers and, to a lesser extent, midstream pipeline customers. The increase in Hi-Tech revenue is primarily due to an increase in demand by existing customers. The decrease in AIE revenue is primarily due to decreased demand by a large commercial aviation customer. The decrease in the "Other" industry vertical revenue is primarily due to reduced spending by state and local governments.

Gross profit increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increase in revenue, partially offset by the decrease in gross profit margin. Gross profit margin decreased slightly for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the growth in the lower margin OGC business and decrease in the higher margin infrastructure business.

Operating and administrative expenses increased during the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increase in business volume and, to a lesser extent, the $0.5 million benefit related to the reduction of the acquisition-related earnout liability in the third quarter of 2013, partially offset by cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts.

Operating profit increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the cost savings as a result of the restructuring undertaken in the first quarter of 2014 as the other drivers of the change in operating and administrative expenses offset the increase in gross profit.

19

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Global Engineering and Technology Solutions (GETS) - Continued

Nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

The following table presents changes in revenue by industry vertical, cost of services, gross profit, operating and administrative expenses and operating profit for GETS for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended
	September 30,
	2014				2013				Increase (Decrease)
	$		% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Oil, Gas and Chemicals (OGC)	$	107,054	42.0	%	$	91,463	38.2	%	$	15,591		17.0	%
Aerospace and Industrial Equipment (AIE)	57,452		22.5		54,395		22.7		3,057			5.6
Hi-Tech	24,291		9.5		22,704		9.5		1,587			7.0
Other	66,133		25.9		70,921		29.6		(4,788		)	(6.8	)
Total revenue	254,930		100.0		239,483		100.0		15,447			6.5
Cost of services	185,334		72.7		172,539		72.0		12,795			7.4
Gross profit	69,596		27.3		66,944		28.0		2,652			4.0
Operating and administrative expenses	61,977		24.3		59,305		24.8		2,672			4.5
Restructuring and other related costs	419		0.2		—		—		419			NM
Operating profit	$	7,200	2.8		$	7,639	3.2		$	(439	)	(5.7	)

NM - Not meaningful.

Revenue increased during the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in revenue in the OGC, AIE and Hi-Tech industry verticals, partially offset by the decrease in the "Other" industry vertical. The increase in OGC revenue is primarily due to a net increase in demand from industrial chemical customers and, to a lesser extent, midstream pipeline customers. The increase in AIE revenue is primarily due to increased demand by commercial aviation customers in the first half of 2014. The increase in Hi-Tech revenue is primarily due to an increase in demand by existing customers. The decrease in the "Other" industry vertical revenue is primarily due to reduced spending by the U.S. Federal government due to sequestration and ongoing reduced state and local government spending on infrastructure engineering activities.

Gross profit increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in revenue, partially offset by the decrease in gross profit margin. Gross profit margin decreased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to a shift in mix from the higher margin infrastructure and government services business to the lower margin business in the OGC and AIE industry verticals.

Operating and administrative expenses increased during the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in business volume and, to a lesser extent, the $1.2 million benefit related to the reduction of an acquisition-related earnout liability in the first nine months of 2013, partially offset by cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts.

Operating profit decreased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the restructuring charges during the first nine months of 2014 as the increase in gross profit was offset by the increase in operating and administrative expenses.

20

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Professional Staffing Services (PSS)

Three months endedSeptember 30, 2014 as compared to the three months endedSeptember 30, 2013

The following table presents changes in revenue by industry vertical, cost of services, gross profit, operating and administrative expenses and operating profit for PSS for the three months endedSeptember 30, 2014 and 2013:

	Three Months Ended
	September 30,
	2014				2013				Increase (Decrease)
	$		% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Oil, Gas and Chemicals (OGC)	$	51,386	26.7	%	$	41,120	22.6	%	$	10,266		25.0	%
Aerospace and Industrial Equipment (AIE)	21,216		11.0		18,360		10.1		2,856			15.6
Hi-Tech	57,837		30.1		68,528		37.7		(10,691		)	(15.6	)
Other	61,987		32.2		53,994		29.7		7,993			14.8
Total revenue	192,426		100.0		182,002		100.0		10,424			5.7
Cost of services	169,285		88.0		159,012		87.4		10,273			6.5
Gross profit	23,141		12.0		22,990		12.6		151			0.7
Operating and administrative expenses	15,774		8.2		16,501		9.1		(727		)	(4.4	)
Operating profit	$	7,367	3.8		$	6,489	3.6		$	878		13.5

Revenue increased for the third quarter of 2014 as compared to the third quarter of 2013 due to the increase in revenue primarily in the OGC, "Other" and AIE industry verticals, partially offset by a decrease in the Hi-Tech industry vertical. OGC revenue growth is primarily due to increased pipeline staffing demand for site-based technicians at existing customers. Revenue in the "Other" industry vertical increased primarily due to the growth in the UK, partially offset by a decrease in non-program staffing in North America. The increase in AIE revenue is primarily due to increased demand by existing customers. Revenue in Hi-Tech declined primarily due to reduced staffing at a large existing customer.

Gross profit increased slightly for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increase in revenue, partially offset by a decrease in gross profit margin. Gross profit margin decreased primarily due to a shift in mix to program staffing revenue in OGC and in the UK. Program staffing achieved higher than average operating profit margins but lower than average gross profit margins.

Operating and administrative expenses decreased during the third quarter of 2014 as compared to the third quarter of 2013 primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts.

Operating profit increased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the decrease in operating and administrative expenses.

21

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Professional Staffing Services (PSS) - Continued

Nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

The following table presents changes in revenue by industry vertical, cost of services, gross profit, operating and administrative expenses and operating profit for PSS for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended
	September 30,
	2014					2013				Increase (Decrease)
	$			% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Oil, Gas and Chemicals (OGC)	$	140,866		25.3	%	$	101,483	19.2	%	$	39,383		38.8	%
Aerospace and Industrial Equipment (AIE)	61,716			11.1		56,640		10.7		5,076			9.0
Hi-Tech	177,866			31.9		211,979		40.2		(34,113		)	(16.1	)
Other	176,847			31.7		157,767		29.9		19,080			12.1
Total revenue	557,295			100.0		527,869		100.0		29,426			5.6
Cost of services	489,399			87.8		460,736		87.3		28,663			6.2
Gross profit	67,896			12.2		67,133		12.7		763			1.1
Operating and administrative expenses	47,766			8.6		49,310		9.3		(1,544		)	(3.1	)
Restructuring and other related costs	(249		)	—		—		—		(249		)	NM
Operating profit	$	20,379		3.7		$	17,823	3.4		$	2,556		14.3

NM - Not meaningful.

Revenue increased for the first nine months of 2014 as compared to the first nine months of 2013 due to the increase in revenue primarily in the OGC, "Other" and AIE industry verticals, partially offset by a decrease in the Hi-Tech industry vertical. OGC revenue growth is primarily due to increased pipeline staffing demand for site-based technicians at existing customers. Revenue in the "Other" industry vertical increased primarily due to the growth in the UK, partially offset by a decrease in non-program staffing in North America. The increase in AIE revenue is primarily due to increased demand by existing customers. Revenue in Hi-Tech declined primarily due to reduced staffing at a large existing customer.

Gross profit increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in revenue, partially offset by the decrease in gross profit margin. Gross profit margin decreased primarily due to a shift in mix to program staffing revenue in OGC and in the UK. Program staffing achieved higher than average operating profit margins but lower than average gross profit margins.

Operating and administrative expenses decreased during the first nine months of 2014 as compared to the first nine months of 2013 primarily due to cost savings as a result of the restructuring undertaken in the first quarter of 2014 and subsequent cost containment efforts, partially offset by an increase in personnel costs to support the growth in the UK.

Operating profit increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the reduction in operating and administrative expenses and benefit due to a reduction in the estimated restructuring liability as a result of lower than anticipated severance costs.

22

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Management Recruiters International (MRI)

Three months endedSeptember 30, 2014 as compared to the three months endedSeptember 30, 2013

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for MRI for the three months endedSeptember 30, 2014 and 2013:

	Three Months Ended
	September 30,
	2014				2013				Increase (Decrease)
	$		% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Contract Staffing	$	11,600	77.8	%	$	10,837	75.2	%	$	763		7.0	%
Royalties and Franchise Fees	3,318		22.2		3,582		24.8		(264		)	(7.4	)
Total revenue	14,918		100.0		14,419		100.0		499			3.5
Cost of services	7,962		53.4		7,377		51.2		585			7.9
Gross profit	6,956		46.6		7,042		48.8		(86		)	(1.2	)
Operating and administrative expenses	5,235		35.1		5,055		35.1		180			3.6
Operating profit	$	1,721	11.5		$	1,987	13.8		$	(266	)	(13.4	)

Revenue increased for the third quarter of 2014 as compared to the third quarter of 2013 due to an increase in contract staffing revenue, partially offset by a decrease in royalties and franchise fees. The increase in contract staffing revenue is primarily due to demand for staffing. Royalties and franchise fees decreased primarily due to a reduction in permanent placement royalties and reduced franchise fees.

Gross profit and gross profit margins decreased in the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the reduction in royalties and franchise fees that more than offset the increase in contract staffing. Royalties and franchise fees provide higher margins than contract staffing.

Operating and administrative expenses increased during the third quarter of 2014 as compared to the third quarter of 2013 due primarily to higher sales expenses related to contract staffing and additional spending on professional development for new and existing franchisees.

Operating profit decreased for the third quarter of 2014 as compared to the third quarter of 2013 primarily due to the increase in operating and administrative expenses and the decrease in gross profit.

23

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Management Recruiters International (MRI) - Continued

Nine months ended September 30, 2014 as compared to the nine months ended September 30, 2013

The following table presents changes in revenue by service type, cost of services, gross profit, operating and administrative expenses and operating profit for MRI for the nine months ended September 30, 2014 and 2013:

	Nine Months Ended
	September 30,
	2014				2013				Increase (Decrease)
	$		% of Total Revenue		$		% of Total Revenue		$			%
Revenue:
Contract Staffing	$	34,480	78.3	%	$	33,281	76.7	%	$	1,199		3.6	%
Royalties and Franchise Fees	9,581		21.7		10,112		23.3		(531		)	(5.3	)
Total revenue	44,061		100.0		43,393		100.0		668			1.5
Cost of services	23,505		53.3		23,077		53.2		428			1.9
Gross profit	20,556		46.7		20,316		46.8		240			1.2
Operating and administrative expenses	15,823		35.9		14,640		33.7		1,183			8.1
Operating profit	$	4,733	10.7		$	5,676	13.1		$	(943	)	(16.6	)

Revenue increased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to an increase in contract staffing revenue, partially offset by a reduction in royalty revenue. Contract staffing revenue increased due primarily to increased demand for staffing. Royalties and franchise fees decreased primarily due to reduced permanent placement royalties and reduced franchise fees.

Gross profit increased in the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in contract staffing revenue, partially offset by the reduction in royalties and franchise fees. Gross profit margin decreased slightly due primarily to the decrease in royalties and franchise fees which was predominantly offset by a shift to higher margin business within contract staffing.

Operating and administrative expenses increased during the first nine months of 2014 as compared to the first nine months of 2013 due primarily to higher sales expenses related to contract staffing and additional spending on professional development for new and existing franchisees.

Operating profit decreased for the first nine months of 2014 as compared to the first nine months of 2013 primarily due to the increase in operating and administrative expenses, partially offset by the increase in gross profit.

24

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash flows from operations and borrowings under our credit facility. The Company's principal uses of cash are operating expenses, capital expenditures, working capital requirements, dividends, and debt service. Management expects that the Company's current cash balances, cash generated from operations and available borrowing capacity will be sufficient to support the Company's planned operating and capital requirements for the foreseeable future and at least the next twelve months.

On November 30, 2012, CDI Corp., its direct wholly-owned subsidiary, CDI Corporation, and its indirect subsidiary, CDI AndersElite Limited (each a “Borrower”), entered into a Credit Agreement (the “Credit Agreement”) with Bank of America, N.A. (the “Bank”). The Credit Agreement established a $75.0 million revolving line of credit facility (including a $5.0 million UK overdraft facility), with a five-year term ending on November 29, 2017. Borrowings under this line of credit may be used by the Borrowers for general business purposes or for letters of credit. As of September 30, 2014, there were $1.9 million outstanding borrowings and $3.2 million of letters of credit outstanding under the Credit Agreement. See Note 7-Short-Term Borrowings, in the notes to the consolidated financial statements included in Item1 of this Form 10-Q Report for more information relating to the Credit Agreement.

As of September 30, 2014, the Company had cash and cash equivalents of $43.1 million and $69.9 million available to borrow under the Credit Agreement. The Company was in compliance with all covenants under the Credit Agreement as of September 30, 2014. As of September 30, 2014, the Company also had an unsecured $0.4 million letter of credit outstanding under an agreement with TD Bank, N.A. that expires on July 1, 2015.

As of September 30, 2014, approximately 17% of the Company's cash and cash equivalents were held by certain non-U.S. subsidiaries, principally Canadian and UK entities, and denominated in foreign currencies, principally Canadian dollars and British pounds sterling. The repatriation of cash and cash equivalent balances from non-U.S. subsidiaries could have adverse tax consequences; however, such cash and cash equivalent balances are generally available, without legal restrictions, to fund ordinary business operations at the local level. Deferred income taxes have not been provided on the unremitted earnings of such non-U.S. subsidiaries, because it is management's intention to reinvest such earnings in non-U.S. subsidiaries for the foreseeable future.

The Company’s billing and cash collection cycle for the Company's largest customer is based on the customer’s monthly fiscal calendar which can cause significant fluctuations in cash receipts in any given period.

Cash and cash equivalents decreased from $45.5 million on December 31, 2013 to $43.1 million on September 30, 2014. The following table summarizes the net cash impact, by classification, from the Company's consolidated statements of cash flows for the indicated periods:

	Nine Months Ended
	September 30,
	2014			2013			Change
Operating Activities	$	16,449		$	777		$	15,672
Investing Activities	(7,759		)	(4,928		)	(2,831		)
Financing Activities	(10,734		)	(7,349		)	(3,385		)
Effect of exchange rate changes on cash and cash equivalents	(357		)	(85		)	(272		)
Net decrease in cash and cash equivalents	$	(2,401	)	$	(11,585	)	$	9,184

Operating Activities

For the first nine months of 2014, the Company generated $16.4 million net cash by operating activities, which is a $15.7 million increase from the comparable period in 2013. The increase in net cash generated by operations is primarily due to reductions in working capital requirements and income tax payments, and an increase in net income. Working capital requirements during the first nine months of 2014 as compared to the first nine months of 2013 decreased primarily due to improved collections.

Investing Activities

For the first nine months of 2014, the Company used $7.8 million net cash in investing activities which is a $2.8 million increase from the comparable period in 2013. The increase is primarily due to higher capital expenditures to support the growth in GETS and implement a new recruiting platform in PSS.

25

CDI CORP. AND SUBSIDIARIES

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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

Financing Activities

For the first nine months of 2014, net cash used by financing activities is $10.7 million compared to $7.3 million during the comparable period in 2013. The increase in cash used in financing activities is primarily due to an increase in dividends paid and the change in book overdrafts, offset partially by a reduction in net repayments under the Company's short-term borrowing facility. The Company accelerated the payment of the first quarter 2013 cash dividend into December 2012.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts disclosed in this Form 10-Q Report. Estimates, by their nature, are based on judgment and available information. Actual results could differ materially from those estimates. Certain accounting policies, methods and estimates are particularly sensitive because of their significance to the consolidated financial statements and because of the possibility that future events affecting them may differ from current judgments.

The critical accounting estimates and assumptions identified in the Company's 2013 annual report on Form 10-K filed on March 6, 2014 with the Securities and Exchange Commission have not materially changed.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk, primarily related to changes in foreign currency exchange rates and interest rates. The Company monitors this risk to limit the effect of changes in foreign currency exchange rates and interest rates on earnings and cash flows.

Foreign Currency Risk

The Company's exposure to foreign currency exchange rate risk relates primarily to its operations denominated in Canadian dollars and British pounds sterling. Exchange rate fluctuations impact the U.S. dollar value of reported earnings derived from these foreign operations as well as the Company's investment in the net assets related to these operations. The Company utilizes short term foreign exchange forward contracts to reduce its exposure to certain foreign currency denominated intercompany loans.

Interest Rate Risk

The interest rate risk associated with the Company's borrowing activities as of September 30, 2014 is not material in relation to its consolidated financial position, results of operations or cash flows. While it may do so in the future, the Company has not used derivative financial instruments to alter the interest rate characteristics of its debt instruments. As of September 30, 2014 the Company had outstanding borrowings of $1.9 million with interest payable at a rate of 1.71% per annum.

Item 4.Controls and Procedures 

Evaluation of disclosure controls and procedures

The management of the Company, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, 2014. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures were effective as of that date to provide reasonable assurance that information reported in this Form 10-Q Report is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There were no changes in the Company's internal control over financial reporting during the Company's third quarter ended September 30, 2014, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

26

PART II. OTHER INFORMATION

Item 1.Legal Proceedings

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

Item 1A.    Risk Factors

There have been no material changes from the risk factors disclosed in the “Risk Factors” section (Part I, Item 1A) of the Company's Annual Report on Form 10-K for the year ended December 31, 2013.

Item 2.Unregistered Sales of Equity and Use of Proceeds

None.

Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

None.

Item 5.Other Information 

None.

Item 6.Exhibits

The list of exhibits in the Index to Exhibits to this report is incorporated herein by reference.

27

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CDI Corp.
Date:	November 3, 2014	By:	/s/ Robert M. Larney
			Robert M. Larney
			Executive Vice President and
			Chief Financial Officer
			(Duly Authorized Officer and
			Principal Financial Officer)

28

INDEX TO EXHIBITS

Exhibit No.	Description
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101**
(101.INS)	XBRL Instance Document
(101.SCH)	XBRL Taxonomy Extension Schema Document
(101.CAL)	XBRL Taxonomy Extension Calculation Linkbase Document
(101.DEF)	XBRL Taxonomy Extension Definition Linkbase Document
(101.LAB)	XBRL Taxonomy Extension Label Linkbase Document
(101.PRE)	XBRL Taxonomy Extension Presentation Linkbase Document

* Constitutes a management contract or compensatory plan or arrangement.

** Pursuant to Regulation S-T, these interactive data files are deemed not filed or incorporated in any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

29