Item 2.02 Results of Operations and Financial Condition.

On February 26, 2013, CDI Corp. (the "Company") issued a news release reporting the Company's financial results for its fourth fiscal quarter and its fiscal year ended December 31, 2012. A copy of this news release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.