================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
--------------------------------------------------------------------------------

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended SEPTEMBER 30, 2001

Commission               Exact name of registrant           IRS Employer
File Number             as specified in its charter       Identification No.

  1-12577                    SITEL CORPORATION                47-0684333


                                    MINNESOTA
--------------------------------------------------------------------------------
         (State or Other Jurisdiction of Incorporation or Organization)

 111 S. CALVERT STREET, SUITE 1900       BALTIMORE,  MARYLAND         21202
--------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                   (Zip Code)

                                 (410) 246-1505
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                      NAME OF EACH EXCHANGE
            TITLE OF EACH CLASS                        ON WHICH REGISTERED
            -------------------                        -------------------
       Common Stock, $.001 Par Value               The New York Stock Exchange


           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                                 Not Applicable

     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. YES X NO ____

          COMMON STOCK, $.001 PAR VALUE - 74,357,431 SHARES OUTSTANDING
                             AS OF OCTOBER 31, 2001

================================================================================

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I - FINANCIAL INFORMATION

     Item 1  -  Financial Statements

                Consolidated Condensed Statements of Income (Loss)............ 1
                Consolidated Condensed Balance Sheets......................... 2
                Consolidated Condensed Statements of Cash Flows............... 3
                Notes to Consolidated Financial Statements.................... 4


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

                General.......................................................15
                Results of Operations.........................................15
                Financial Condition...........................................19
                Capital Resources.............................................20
                Other Matters.................................................20


     Item 3  -  Quantitative and Qualitative Disclosures About Market Risk....21


PART II - OTHER INFORMATION

     Item 5   - Other Information.............................................22

     Item 6  -  Exhibits and Reports on Form 8-K..............................22

     Signature................................................................23

<PAGE>

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       SITEL CORPORATION AND SUBSIDIARIES
         CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS) (UNAUDITED)
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED                   NINE MONTHS ENDED
                                                                SEPTEMBER 30,                       SEPTEMBER 30,
                                                        ---------------------------          --------------------------
                                                            2001           2000                 2001            2000
                                                        -----------     -----------          -----------    -----------
                                                                     (in thousands, except per share data)
<S>                                                      <C>            <C>                  <C>            <C>
REVENUES                                                 $ 173,793      $  185,289           $  535,584     $  577,705
----------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses             97,811          97,199              299,977        301,294
   Subcontracted and other services expenses                 9,197          12,395               27,521         39,962
   Operating, selling, and administrative expenses          60,652          65,499              199,962        205,575
   Asset impairment and restructuring expenses               2,397              --               26,185          3,520
----------------------------------------------------------------------------------------------------------------------------
   Total operating expenses                                170,057         175,093              553,645        550,351
----------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                      3,736          10,196              (18,061)        27,354
----------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Interest expense, net                                    (2,884)         (2,895)              (8,650)        (9,497)
   Other expense, net                                       (1,051)           (233)              (2,523)          (431)
----------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
   AND MINORITY INTEREST                                      (199)          7,068              (29,234)        17,426

Income tax expense (benefit)                                 5,166           3,039               (4,485)         7,494
Minority interest                                              524             374                  751            833
----------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                        $  (5,889)     $    3,655           $  (25,500)    $    9,099
============================================================================================================================
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                    73,933          71,793               73,268         70,743
   Diluted                                                  73,933          75,323               73,268         75,506

INCOME (LOSS) PER COMMON SHARE:
   Basic                                                 $   (0.08)     $     0.05           $    (0.35)    $     0.13
   Diluted                                               $   (0.08)     $     0.05           $    (0.35)    $     0.12
</TABLE>
See Notes to Consolidated Financial Statements.

                                       1
<PAGE>

PART I. FINANCIAL INFORMATION (CONTINUED)

ITEM 1. FINANCIAL STATEMENTS

                       SITEL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                       (UNAUDITED)
                                                                                      SEPTEMBER 30,       DECEMBER 31,
                                                                                          2001                2000
                                                                                     -------------       --------------
                                                                                       (in thousands, except share data)
<S>                                                                                   <C>                  <C>
ASSETS
   CURRENT ASSETS:
     Cash and cash equivalents                                                        $    31,471          $    19,897
     Trade accounts receivable (net of allowance for doubtful accounts of
       $5,251 and $6,456, respectively)                                                   130,030              146,662
     Prepaid expenses                                                                       7,543                8,376
     Deferred income taxes                                                                  2,785                3,769
     Other assets                                                                           4,657                7,968
--------------------------------------------------------------------------------------------------------------------------
     Total current assets                                                                 176,486              186,672
--------------------------------------------------------------------------------------------------------------------------
   PROPERTY AND EQUIPMENT, NET                                                             92,727               99,793
--------------------------------------------------------------------------------------------------------------------------

   OTHER ASSETS:
     Goodwill, net                                                                         74,713               78,443
     Deferred income taxes                                                                 12,070                7,338
     Other assets                                                                           8,477                7,976
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                                          $   364,473          $   380,222
==========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Notes payable                                                                    $        --          $       302
     Current portion of long-term debt                                                      9,571                1,120
     Current portion of capital lease obligations                                           2,537                3,964
     Trade accounts payable                                                                25,416               27,906
     Income taxes payable                                                                   1,106                4,099
     Deferred income taxes                                                                    689                  307
     Accrued wages, salaries and bonuses                                                   28,599               26,728
     Accrued operating expenses                                                            34,539               23,446
     Deferred revenue and other                                                             6,581                5,217
--------------------------------------------------------------------------------------------------------------------------
     Total current liabilities                                                            109,038               93,089

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt, excluding current portion                                            100,000              100,000
     Capital lease obligations, excluding current portion                                   7,551                8,341
     Deferred compensation                                                                  1,720                2,448
     Deferred income taxes                                                                    354                  461
--------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                    218,663              204,339
--------------------------------------------------------------------------------------------------------------------------
   MINORITY INTERESTS                                                                       7,552                6,301
--------------------------------------------------------------------------------------------------------------------------

   STOCKHOLDERS' EQUITY:
     Common stock                                                                              74                   72
     Paid-in capital                                                                      168,737              168,640
     Accumulated other comprehensive loss                                                 (25,095)             (19,388)
     Retained earnings (accumulated deficit)                                               (5,268)              20,258
     Less treasury stock, at cost, 55,609 common shares                                      (190)                 --
--------------------------------------------------------------------------------------------------------------------------
     Total stockholders' equity                                                           138,258              169,582
--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            $   364,473          $   380,222
==========================================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.

                                       2
<PAGE>

PART I. FINANCIAL INFORMATION (CONTINUED)

ITEM 1. FINANCIAL STATEMENTS

                       SITEL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
                                                                         NINE MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                       2001                2000
                                                                  -------------        -------------
                                                                          (in thousands)
<S>                                                               <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                              $   (25,500)         $     9,099
   Adjustments to reconcile net income (loss) to net cash
     provided by operating activities:
     Asset impairment and restructuring provision                      26,185                3,520
     Depreciation and amortization                                     30,326               33,479
     Loss on disposal of assets                                         1,254                   --
     Write off of credit acquisition fees                                 837                   --
     Changes in operating assets and liabilities:
       Trade accounts receivable                                       13,424                6,001
       Other assets                                                     1,503                5,004
       Trade accounts payable                                          (1,364)              (9,499)
       Other liabilities                                               (6,579)                 756
------------------------------------------------------------------------------------------------------
   Net cash provided by operating activities                           40,086               48,360
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                (33,176)             (18,566)
   Proceeds from sales of property and equipment                           54                4,555
   Increase in other assets                                            (1,564)                  --
------------------------------------------------------------------------------------------------------
   Net cash used in investing activities                              (34,686)             (14,011)
------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                                           (302)             (10,002)
   Borrowings on debt                                                  73,372                1,546
   Repayment of debt and capital lease obligations                    (67,678)             (36,678)
   Common stock issued, net of expenses                                    97                2,735
   Purchases of treasury stock, net of reissuances                       (190)                  --
   Capital contribution from minority interest                            537                   --
   Other                                                                  (62)                 (41)
------------------------------------------------------------------------------------------------------
   Net cash provided by (used in) financing activities                  5,774              (42,440)
------------------------------------------------------------------------------------------------------
Effect of exchange rates on cash                                          400                4,086
------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                                        11,574               (4,005)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                         19,897               22,305
------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                          $    31,471          $    18,300
======================================================================================================
</TABLE>
See Notes to Consolidated Financial Statements.

                                       3
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION

DESCRIPTION OF OUR BUSINESS
References in the Notes to Consolidated  Financial  Statements to "we" and "our"
are to SITEL Corporation and its subsidiaries, collectively.

We  are  the  world's  leading  contact  center  experts   supporting   Customer
Relationship  Management  (CRM) solutions for clients in North America,  Europe,
Asia Pacific, and Latin America. We provide customer acquisition, customer care,
technical  support and risk management  services on an outsourced basis, as well
as operational and information  technology  consulting services for the in-house
market.  We  serve  clients  primarily  in  the  consumer,  financial  services,
insurance, telecommunications, technology, and utilities sectors.

USE OF ACCOUNTING ESTIMATES
Management makes estimates and assumptions when preparing  financial  statements
under accounting  principles  generally accepted in the United States of America
that affect:

o    our  reported  amounts  of  assets  and  liabilities  at the  dates  of the
     financial statements,
o    our  disclosure of contingent  assets and  liabilities  at the dates of the
     financial statements, and
o    our reported amounts of revenues and expenses during the reporting periods.

These estimates  involve  judgments with respect to, among other things,  future
economic  factors  that are  difficult  to predict  and are beyond  Management's
control. As a result, actual amounts could differ from these estimates.

QUARTERLY RESULTS AND SEASONALITY
We have experienced, and expect to continue to experience,  quarterly variations
in our results of operations mostly due to:

o    the timing of our clients' customer relationship management initiatives and
     customer acquisition and loyalty campaigns,
o    the commencement and terms of new contracts,
o    revenue mix,
o    the timing of additional operating, selling, and administrative expenses to
     support new business, and
o    the timing of recognition of incentive fees.

We experience periodic fluctuations in our results of operations related to both
the start-up costs associated with expansion and the  implementation of clients'
CRM  activities.  In  addition,  our  business  tends to be  slower in the third
quarter due to summer  holidays in Europe,  and in the first  quarter due to the
changeover of client marketing  strategies that often occurs at the beginning of
the year.

FINANCIAL STATEMENTS
Our Consolidated  Condensed Balance Sheet at December 31, 2000 was obtained from
our  audited  balance  sheet as of that  date.  All other  financial  statements
contained  in this  report are  unaudited  and,  in the  opinion of  Management,
contain all  adjustments  necessary  for a fair  presentation  of the  financial
position,  operating results,  and cash flows for the periods  presented.  These
adjustments are of a normal recurring nature.

You should read our consolidated  condensed financial  statements in this report
in conjunction with Management's  Discussion and Analysis of Financial Condition
and Results of Operations,  the Consolidated Financial Statements, and the Notes
to  Consolidated  Financial  Statements  in our Report on Form 10-K for the year
ended December 31, 2000.

FINANCIAL INSTRUMENTS
In June 2000,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 138, Accounting for Certain Derivative
Investments  and  Certain  Hedging  Activities.   The  standard  amends  certain
provisions of SFAS No. 133,  Accounting for Derivative  Investments  and Hedging
Activities,  which was issued in June 1998 to establish accounting standards for
derivative  instruments and for hedging activities.  We adopted these accounting
pronouncements  effective  January 1, 2001.  The  adoption  of these  standards,
including the valuation of derivative  instruments  outstanding on the effective
date,  and the related  cumulative  effect of  adoption,  did not  significantly
impact our consolidated financial statements.

RECLASSIFICATIONS
We have  reclassified  certain  prior-period  amounts for comparative  purposes.
These  reclassifications  did not affect consolidated net income for the periods
presented.

                                       4
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) was:

                    THREE MONTHS       NINE MONTHS
                        ENDED             ENDED
                    SEPTEMBER 30      SEPTEMBER 30
--------------------------------------------------------
                             (in thousands)

2001                 $ (2,278)          $ (31,207)
2000                 $   (376)          $    (605)

The difference  between our reported net income (loss) and comprehensive  income
(loss) for each period presented is primarily the change in the foreign currency
translation  adjustment.  Accumulated other  comprehensive  loss included in our
Consolidated   Balance  Sheets  represents  the  accumulated   foreign  currency
translation adjustment.

NOTE 3. LONG-TERM DEBT

At June 30, 2001, we were not in compliance with some of the original  financial
covenants of our long-term revolving credit facility dated April 11, 2000, which
are  determined  quarterly  based on the trailing  four  quarters  ended on each
determination  date.  In August  2001,  we obtained an  amendment  to the credit
facility that was effective as of June 30, 2001, which waived the  noncompliance
with those covenants and amended our financial covenants for future periods. The
amendment also:

o    reduced  the size of the  facility  from $75  million  to $50  million  and
     removed our option to request an  increase  in the size of the  facility to
     $100 million,
o    changed the expiration date of the facility from April 2005 to April 2003,
o    increased  the interest  rates on  borrowings 50 to 75 basis points and the
     unused commitment fee 50 basis points, and
o    further  restricted  our ability to make certain  acquisitions,  restricted
     payments, capital expenditures, and investments.

As a result of the  amendment,  we wrote off $0.8 million of credit  acquisition
costs related to the original facility in the third quarter of 2001.

At September 30, 2001, we had $40.4  million of available  borrowings  under the
amended  facility,  and were in compliance  with all financial  covenants of the
facility.

NOTE 4. INCOME TAXES

During the first quarter of 2001, we recorded a net deferred  income tax benefit
of $9.8  million  resulting  from an  election  to treat  certain of our foreign
operations as branches of our U.S.  company for U.S.  income tax purposes.  This
benefit was comprised of a $22.9 million  deferred  income tax asset,  resulting
from  current  and  future  tax-deductible  goodwill,  net  of a  $13.1  million
valuation  allowance.  During  the  third  quarter  of 2001,  we  increased  the
valuation  allowance on this deferred tax asset by $3.8 million,  resulting in a
net deferred income tax benefit of $6.0 million.

We estimate that the $6.0 million net asset will be realized in years after 2001
and, accordingly, have recorded this amount as a non-current deferred income tax
asset in our September 30, 2001 Consolidated Balance Sheet.

In the second  quarter of 2001, we recorded a $3.3 million  deferred  income tax
expense to  establish a  valuation  allowance  on deferred  tax assets that were
recorded in prior years related to our United Kingdom operations.

Based upon our current and historical  earnings,  Management believes that it is
more likely than not that we will generate  sufficient  taxable  income to fully
realize the benefits of our remaining net deferred tax assets.

NOTE 5. ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES

2001
In the second  quarter of 2001,  we announced a  restructuring  plan designed to
intensify our focus on core competencies, accelerate revenue growth, and improve
profitability.  The key  components of the  restructuring  plan include  several
major  organizational  changes and the streamlining of contact center operations
and  corporate  support  services  to improve  effectiveness  and drive  revenue
growth.

As part of our  restructuring  plan, we plan to reduce fixed overhead to improve
profitability by substantially completing the following by December 31, 2001:

o    eliminating  approximately  350  operating,   selling,  and  administrative
     positions globally, and
o    reducing  excess  capacity  by  closing  nine  contact  centers  plus three
     administrative  offices,  and downsizing  another five contact centers plus
     two administrative  offices,  resulting in the elimination of approximately
     2,100 workstations.

In  connection  with this  restructuring,  we  recorded  $23.8  million of asset
impairment and restructuring charges, or $22.1 million net of tax, in the second
quarter of

                                       5
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2001. We recorded  additional charges of $2.4 million related to the plan in the
third  quarter  of  2001.  Approximately  $16.6  million  of these  charges  are
liabilities  that we have paid or will pay in cash. As of September 30, 2001, we
had paid approximately $4.6 million of the liabilities. We estimate that we will
pay an  additional $2 million of the  liabilities  in 2001. We have recorded the
$12.0  million  of unpaid  liabilities  as  accrued  operating  expenses  in our
September 30, 2001 Consolidated Balance Sheet.

The charges also included $9.6 million of asset  write-downs that we recorded as
a  reduction  of  fixed  assets.  The  fixed  asset  reduction  consists  of the
following:

o    in facilities  that are being closed or reduced  immediately,  we wrote off
     leasehold improvements and equipment that will no longer be used, and
o    in  facilities  that will continue to operate for a period prior to closure
     or space  reduction,  we wrote down assets to their  estimated  fair values
     considering estimated future cash flows from operations.

The components of the restructuring charges are:

                                                   ACCRUAL
                       2001       2001           BALANCE AT
                     EXPENSES   PAYMENTS      SEPTEMBER 30, 2001
----------------------------------------------------------------
                              (in millions)
Severance            $  5.4      $ 3.3          $   2.1
Facility closure
   or reduction        10.4        1.2              9.2
Other                   0.8        0.1              0.7
----------------------------------------------------------------
Subtotal             $ 16.6      $ 4.6          $  12.0
Asset write-downs       9.6
-----------------------------
Total                $ 26.2
=============================

The restructuring plan calls for:

o    a  reorganization  of our  North  American  business  by  establishing  six
     industry  focused  Business  Units,  and  combining  our U.S.  and Canadian
     operations  into one  operating  unit  focused  on  delivering  operational
     excellence for our North American clients,
o    the continued  organization of our businesses outside of North America on a
     geographic  basis with five  Business  Units,  as follows:  UK and Ireland,
     Nordic,  Central Europe (Germany,  France,  Netherlands and Belgium),  Asia
     Pacific  (Australia,  New Zealand,  and  Singapore),  and IBERLAT  (Brazil,
     Mexico, Colombia, Portugal, and Spain),
o    establishment of a new Multi-National  Client and Design Business Unit that
     will have  responsibility  for selling,  designing,  building,  and running
     complex contact center services for our multi-national  clients.  This unit
     will ensure that these complex  programs  deliver  performance  consistency
     across all sites and countries, and will include our consulting entities,
o    SITEL  Risk  Management  to  continue  to  provide  receivables  management
     services in North  America and  leverage  our global  footprint to grow the
     business internationally, and
o    streamlined and realigned  corporate support functions to provide efficient
     and cost effective services to the Business Units.

We estimate that the ongoing annual savings from the  restructuring  will exceed
$20 million.

2000
In  the  second  quarter  of  2000,  we  formed  a  strategic  partnership  with
Bellsystem24,  Inc., Japan's largest  comprehensive  marketing agency. Under the
terms of the  partnership,  Bellsystem24  provides  services and support for our
clients in Japan and we provide services and support for Bellsystem24's  clients
in the United States.  In connection with the formation of the  partnership,  we
restructured  our  operations  in Japan and  transferred  our existing  Japanese
business to Bellsystem24.  In connection with this restructuring,  we recorded a
$3.5 million asset impairment and  restructuring  charge, or $2.0 million net of
tax,  which  included  a $3.3  million  loss on the sale of the  assets  and the
transfer of the business, and $0.2 million of severance for 12 employees.

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION

Our 9.25% Senior Subordinated Notes are guaranteed, on a full, unconditional and
joint and several  basis,  by  substantially  all of our wholly  owned  domestic
subsidiaries.   Separate   financial   statements  for  each  of  the  guarantor
subsidiaries are not presented  because they would not be material to investors.
However,  on the  following  pages we have  presented  the  following  unaudited
statements of (a) SITEL Corporation, the parent, (b) the guarantor subsidiaries,
(c) the nonguarantor  subsidiaries,  and (d) SITEL Corporation on a consolidated
basis:

o    Condensed  Consolidating  Statements  of Income  (Loss)  and  Comprehensive
     Income (Loss) for the three and nine month periods ended September 30, 2001
     and 2000,
o    Condensed  Consolidating  Balance Sheets at September 30, 2001 and December
     31, 2000, and
o    Condensed  Consolidated  Statements of Cash Flows for the nine months ended
     September 30, 2001 and 2000.

                                       6
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                        AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended September 30, 2001                PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $  92,617     $   8,389       $ 73,453        $   (666)  $  173,793
------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses       52,677         4,958         40,176              --       97,811
   Subcontracted and other services expenses           7,520           529          1,148              --        9,197
   Operating, selling, and administrative expenses    29,844         2,621         28,853            (666)      60,652
   Asset impairment and restructuring expenses        (1,260)           25          3,632              --        2,397
------------------------------------------------------------------------------------------------------------------------
Total operating expenses                              88,781         8,133         73,809            (666)     170,057
------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                3,836           256           (356)             --        3,736
------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Equity in earnings (losses) of
     subsidiaries, net of tax                         (4,976)       (5,138)            --          10,114           --
   Interest income (expense), net                     (2,668)           10           (226)             --       (2,884)
   Other expense, net                                   (764)           --           (287)             --       (1,051)
------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                          (8,408)       (5,128)          (513)         10,114       (3,935)
------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE
   AND MINORITY INTEREST                              (4,572)       (4,872)          (869)         10,114         (199)

Income tax expense                                     1,317           104          3,745              --        5,166
Minority interest                                         --            --            524              --          524
------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $  (5,889)    $  (4,976)      $ (5,138)       $ 10,114   $   (5,889)
========================================================================================================================


Currency translation adjustment                        3,611         5,040          4,223          (9,263)       3,611
------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $  (2,278)    $      64       $   (915)       $    851   $   (2,278)
========================================================================================================================
</TABLE>
                                       7
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                        AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended September 30, 2000                PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $ 101,757     $   8,349       $ 75,529        $   (346)  $  185,289
--------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses       51,337         4,539         41,323              --       97,199
   Subcontracted and other services expenses          10,282           585          1,528              --       12,395
   Operating, selling, and administrative expenses    32,744         2,485         30,616            (346)      65,499
--------------------------------------------------------------------------------------------------------------------------
Total operating expenses                              94,363         7,609         73,467            (346)     175,093
--------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME                                       7,394           740          2,062              --       10,196
--------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Equity in earnings (losses) of
     subsidiaries, net of tax                          1,275           538             --          (1,813)          --
   Intercompany charges                                   --           388           (388)             --           --
   Interest income (expense), net                     (2,702)            7           (200)             --       (2,895)
   Other expense, net                                   (115)           --           (118)             --         (233)
--------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                          (1,542)          933           (706)         (1,813)      (3,128)
--------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE
   AND MINORITY INTEREST                               5,852         1,673          1,356          (1,813)       7,068

Income tax expense                                     2,197           398            444              --        3,039
Minority interest                                         --            --            374              --          374
--------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $   3,655     $   1,275       $    538        $ (1,813)  $    3,655
==========================================================================================================================


Currency translation adjustment                       (4,031)       (2,275)        (3,153)          5,428       (4,031)
--------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $    (376)    $  (1,000)      $ (2,615)       $  3,615   $     (376)
==========================================================================================================================
</TABLE>
                                       8
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                        AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Nine Months Ended September 30, 2001                 PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
-------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $ 291,619     $  28,656       $216,769        $ (1,460)  $  535,584
-------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses      164,000        16,211        119,766              --      299,977
   Subcontracted and other services expenses          22,284         1,653          3,584              --       27,521
   Operating, selling, and administrative expenses    96,747         8,673         96,002          (1,460)     199,962
   Asset impairment and restructuring expenses        12,058            25         14,102              --       26,185
-------------------------------------------------------------------------------------------------------------------------
Total operating expenses                             295,089        26,562        233,454          (1,460)     553,645
-------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                               (3,470)        2,094        (16,685)             --      (18,061)
-------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Equity in earnings (losses) of
     subsidiaries, net of tax                        (23,162)      (24,385)            --          47,547           --
   Interest income (expense), net                     (8,088)          (89)          (473)             --       (8,650)
   Other expense, net                                   (737)           --         (1,786)             --       (2,523)
-------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                         (31,987)      (24,474)        (2,259)         47,547      (11,173)
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
   AND MINORITY INTEREST                             (35,457)      (22,380)       (18,944)         47,547      (29,234)

Income tax expense (benefit)                          (9,957)          782          4,690              --       (4,485)
Minority interest                                         --            --            751              --          751
-------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $ (25,500)    $ (23,162)      $(24,385)       $ 47,547   $  (25,500)
=========================================================================================================================

Currency translation adjustment                       (5,707)       (4,209)        (5,286)          9,495       (5,707)
-------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $ (31,207)    $ (27,371)      $(29,671)       $ 57,042   $  (31,207)
=========================================================================================================================
</TABLE>
                                       9
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                        AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Nine Months Ended September 30, 2000                 PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
-------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $ 298,974     $  25,212       $254,558        $ (1,039)  $  577,705
-------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses      151,530        12,484        137,280              --      301,294
   Subcontracted and other services expenses          31,183         1,709          7,070              --       39,962
   Operating, selling, and administrative expenses    99,858         8,091         98,665          (1,039)     205,575
   Asset impairment and restructuring expense          2,019            --          1,501              --        3,520
-------------------------------------------------------------------------------------------------------------------------
Total operating expenses                             284,590        22,284        244,516          (1,039)     550,351
-------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME                                       14,384        2,928         10,042              --       27,354
-------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Equity in earnings (losses) of
     subsidiaries, net of tax                          5,994         3,217             --          (9,211)          --
   Intercompany charges                                   --         1,459         (1,459)             --           --
   Interest expense, net                              (8,517)         (114)          (866)             --       (9,497)
   Other expense, net                                   (191)           --           (240)             --         (431)
-------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                          (2,714)        4,562         (2,565)         (9,211)      (9,928)
-------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX EXPENSE
   AND MINORITY INTEREST                              11,670         7,490          7,477          (9,211)      17,426

Income tax expense                                     2,571         1,496          3,427              --        7,494
Minority interest                                         --            --            833              --          833
-------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $   9,099     $   5,994       $  3,217        $ (9,211)  $    9,099
=========================================================================================================================

Currency translation adjustment                       (9,704)       (6,605)        (8,154)         14,759       (9,704)
-------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $    (605)    $    (611)      $ (4,937)       $  5,548   $     (605)
=========================================================================================================================
</TABLE>
                                       10
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                      CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
At September 30, 2001                                PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS   CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
ASSETS
   CURRENT ASSETS:
<S>                                                <C>           <C>             <C>             <C>          <C>
     Cash and cash equivalents                     $  13,917     $   2,258       $   15,296      $       --   $   31,471
     Trade accounts receivable, net                   72,659         2,896           64,526         (10,051)     130,030
     Prepaid expenses and other
       current assets                                  6,422            15           10,593          (2,045)      14,985
------------------------------------------------------------------------------------------------------------------------
     Total current assets                             92,998         5,169           90,415         (12,096)     176,486
------------------------------------------------------------------------------------------------------------------------

   PROPERTY AND EQUIPMENT, NET                        33,927         2,547           56,253              --       92,727
------------------------------------------------------------------------------------------------------------------------

   OTHER ASSETS:
     Goodwill, net                                    19,825            --           54,888              --       74,713
     Deferred income taxes                             8,849            --            3,221              --       12,070
     Other assets                                      6,904            74            1,499              --        8,477
     Investments in subsidiaries                     133,258       114,348               --        (247,606)          --
     Notes receivable, intercompany                       --        14,137           11,044         (25,181)          --
------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                       $ 295,761     $ 136,275       $  217,320      $ (284,883)  $  364,473
========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Current portion of long-term debt             $      --     $      --       $    9,571      $       --   $    9,571
     Current portion of capital
       lease obligations                               2,143            --              394              --        2,537
     Trade accounts payable                           11,024         1,212           23,231         (10,051)      25,416
     Accrued expenses and other
       current liabilities                            29,914         1,805           41,840          (2,045)      71,514
------------------------------------------------------------------------------------------------------------------------
     Total current liabilities                        43,081         3,017           75,036         (12,096)     109,038

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt, excluding current portion       100,000            --               --              --      100,000
     Capital lease obligations,
       excluding current portion                       1,658            --            5,893              --        7,551
     Notes payable, intercompany                      11,044            --           14,137         (25,181)          --
     Deferred compensation                             1,720            --               --              --        1,720
     Deferred income taxes                                --            --              354              --          354
------------------------------------------------------------------------------------------------------------------------
     Total liabilities                               157,503         3,017           95,420         (37,277)     218,663
------------------------------------------------------------------------------------------------------------------------

   MINORITY INTERESTS                                     --            --            7,552              --        7,552
------------------------------------------------------------------------------------------------------------------------

   STOCKHOLDERS' EQUITY                              138,258       133,258          114,348        (247,606)     138,258
------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 295,761     $ 136,275       $  217,320      $ (284,883)  $  364,473
========================================================================================================================
</TABLE>

                                       11
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                      CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
At December 31, 2000                                 PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS   CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
ASSETS
   CURRENT ASSETS:
<S>                                                <C>           <C>             <C>            <C>         <C>
     Cash and cash equivalents                     $   4,970     $   1,730       $ 13,197       $      --   $   19,897
     Trade accounts receivable, net                   80,979         3,114         68,221          (5,652)     146,662
     Prepaid expenses and other
       current assets                                  6,543            25         13,545              --       20,113
------------------------------------------------------------------------------------------------------------------------
     Total current assets                             92,492         4,869         94,963          (5,652)     186,672
------------------------------------------------------------------------------------------------------------------------

   PROPERTY AND EQUIPMENT, NET                        46,062         3,303         50,428              --       99,793
------------------------------------------------------------------------------------------------------------------------

   OTHER ASSETS:
     Goodwill, net                                    20,571            --         57,872              --       78,443
     Deferred income taxes                               781            --          6,557              --        7,338
     Other assets                                      7,804            78             94              --        7,976
     Investments in subsidiaries                     158,086       137,491             --        (295,577)          --
     Notes receivable, intercompany                       --        14,914         11,400         (26,314)          --
------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                       $ 325,796     $ 160,655       $221,314       $(327,543)  $  380,222
========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Notes payable                                 $      --     $      --       $    302       $      --   $      302
     Current portion of long-term debt                    --            --          1,120              --        1,120
     Current portion of capital
       lease obligations                               2,570            --          1,394              --        3,964
     Trade accounts payable                            9,312           914         23,332          (5,652)      27,906
     Accrued expenses and other
       current liabilities                            27,990         1,655         30,152              --       59,797
------------------------------------------------------------------------------------------------------------------------
     Total current liabilities                        39,872         2,569         56,300          (5,652)      93,089

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt, excluding current portion       100,000            --             --              --      100,000
     Capital lease obligations,
       excluding current portion                       2,494            --          5,847              --        8,341
     Notes payable, intercompany                      11,400            --         14,914         (26,314)          --
     Deferred compensation                             2,448            --             --              --        2,448
     Deferred income taxes                                --            --            461              --          461
------------------------------------------------------------------------------------------------------------------------
     Total liabilities                               156,214         2,569         77,522         (31,966)     204,339
------------------------------------------------------------------------------------------------------------------------

   MINORITY INTERESTS                                     --            --          6,301              --        6,301
------------------------------------------------------------------------------------------------------------------------

   STOCKHOLDERS' EQUITY                              169,582       158,086        137,491        (295,577)     169,582
------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 325,796     $ 160,655       $221,314      $ (327,543)  $  380,222
========================================================================================================================
</TABLE>
                                       12
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Nine Months Ended September 30, 2001                 PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS   CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>            <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES          $  18,447     $  10,461       $ 11,178       $      --   $   40,086
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in subsidiaries                         3,025        (6,663)            --           3,638           --
   Purchases of property and equipment                (5,853)         (245)       (27,078)             --      (33,176)
   Proceeds from sales of property and equipment          14            --             40              --           54
   Increase in other assets                             (141)           --         (1,423)             --       (1,564)
------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     investing activities                             (2,955)       (6,908)       (28,461)          3,638      (34,686)
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                            --            --           (302)             --         (302)
   Borrowings on debt                                 52,500            --         20,872              --       73,372
   Repayment of debt and capital lease obligations   (54,419)           --        (13,259)             --      (67,678)
   Net capital contribution from parent                   --        (3,025)         6,663          (3,638)          --
   Net borrowings and payments on
     intercompany balances                            (3,497)           --          3,497              --           --
   Common stock issued, net of expenses                   97            --             --              --           97
   Purchases of treasury stock, net of reissuances      (190)           --             --              --         (190)
   Capital contribution from minority interest            --            --            537              --          537
   Other                                                   2            --            (64)             --          (62)
------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     financing activities                             (5,507)       (3,025)        17,944          (3,638)       5,774
------------------------------------------------------------------------------------------------------------------------

Effect of exchange rates on cash                          --            --            400              --          400
------------------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH                                   9,985           528          1,061              --       11,574
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         3,932         1,730         14,235              --       19,897
------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                $  13,917     $   2,258       $ 15,296       $      --   $   31,471
========================================================================================================================
</TABLE>
                                       13
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Nine Months Ended September 30, 2000                 PARENT     SUBSIDIARIES   SUBSIDIARIES  ELIMINATIONS   CONSOLIDATED
------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>            <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES          $  23,749     $   7,386       $ 17,225       $      --   $   48,360
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in subsidiaries                         5,210        (1,167)            --          (4,043)          --
   Purchases of property and equipment                (7,932)         (225)       (10,409)             --      (18,566)
   Proceeds from sales of property and equipment          10            --          4,545              --        4,555
------------------------------------------------------------------------------------------------------------------------
   Net cash used in investing activities              (2,712)       (1,392)        (5,864)         (4,043)     (14,011)
------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                            --            --        (10,002)             --      (10,002)
   Borrowings on debt                                     --            --          1,546              --        1,546
   Repayment of debt and capital lease obligations   (31,678)           --         (5,000)             --      (36,678)
   Net capital contribution from (to) parent              --        (5,210)         1,167           4,043           --
   Net borrowings and payments on
     intercompany balances                             1,823            --         (1,823)             --           --
   Common stock issued, net of expenses                2,735            --             --              --        2,735
   Other                                                 (41)           --             --              --          (41)
------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     financing activities                            (27,161)       (5,210)       (14,112)          4,043      (42,440)
------------------------------------------------------------------------------------------------------------------------

Effect of exchange rates on cash                          --            --          4,086              --        4,086
------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                       (6,124)          784          1,335              --       (4,005)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         7,477         2,102         12,726              --       22,305
------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                $   1,353     $   2,886       $ 14,061       $      --   $   18,300
========================================================================================================================
</TABLE>
                                       14
<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

References  in this  report to "we" and "our" are to SITEL  Corporation  and its
subsidiaries, collectively.

We  are  the  world's  leading  contact  center  experts   supporting   Customer
Relationship  Management  (CRM) solutions for clients in North America,  Europe,
Asia Pacific, and Latin America. We provide customer acquisition, customer care,
technical  support and risk management  services on an outsourced basis, as well
as operational and information  technology  consulting services for the in-house
market.  We  serve  clients  primarily  in  the  consumer,  financial  services,
insurance, telecommunications, technology, and utilities sectors.

In  Management's  Discussion  and  Analysis,  we provide  information  about our
results of operations, financial condition, capital resources, and certain other
matters affecting our operating results for the periods covered by this report.

As you read this discussion and analysis,  refer to our Consolidated  Statements
of Income (Loss),  which present the results of our operations for the three and
nine  months  ended  September  30,  2001 and 2000,  and are  summarized  in the
following table. We analyze and explain the differences  between periods for the
components of net income (loss) in the following section.

--------------------------------------------------------------------------------
RESULTS OF OPERATIONS  FOR THE THREE AND NINE MONTH PERIODS ENDED  SEPTEMBER 30,
2001 COMPARED WITH THE SAME PERIODS OF 2000

In this  section,  we discuss our  operating  results and the factors  affecting
them. We begin with a general overview,  then separately  discuss the components
of net income (loss) in more detail.

OVERVIEW
--------

We  summarize  our net income  (loss) and net income  (loss) per common  share -
diluted,  and the impacts of asset  impairment  and  restructuring  expenses and
other items, in the following tables:

NET INCOME (LOSS)

                                THREE MONTHS        NINE MONTHS
                                    ENDED             ENDED
                                SEPTEMBER 30,     SEPTEMBER 30,
                                -------------     -------------
                                2001     2000     2001     2000
-----------------------------------------------------------------
                                         (in millions)
Net income (loss), before
   restructuring expenses
   and other items             $ 1.1  $   3.7   $ (2.0)  $ 11.1
Asset impairment and
   restructuring expenses,
   net of tax                   (2.4)      --    (24.6)    (2.0)
Losses on disposals
   of fixed assets,
   net of tax                     --       --     (0.8)      --
Write-off of credit
   acquisition costs            (0.8)      --     (0.8)      --
Valuation allowance on
   U.K. deferred tax assets       --       --     (3.3)      --
Tax benefit expected to
   to be realized
   in future years              (3.8)      --      6.0       --
------------------------------------------------------------------
Net income (loss)              $(5.9) $   3.7   $(25.5)  $  9.1
==================================================================

NET INCOME (LOSS) PER COMMON SHARE-DILUTED

                                 THREE MONTHS       NINE MONTHS
                                     ENDED             ENDED
                                 SEPTEMBER 30,      SEPTEMBER 30,
                                 -------------     ---------------
                                 2001     2000     2001       2000
------------------------------------------------------------------

Net income (loss) per share,
   before restructuring expenses
   and other items              $ 0.02   $ 0.05   $(0.03)   $ 0.15
Asset impairment and
   restructuring expenses,
   net of tax                    (0.04)      --    (0.33)    (0.03)
Losses on disposals
   of fixed assets,
   net of tax                       --       --    (0.01)       --
Write-off of credit
   acquisition costs             (0.01)      --    (0.01)       --
Valuation allowance on
   U.K. deferred tax assets         --       --    (0.05)       --
Tax benefit expected
   to be realized
   in future years               (0.05)      --     0.08        --
-------------------------------------------------------------------
Net income (loss) per share     $(0.08)  $ 0.05   $(0.35)   $ 0.12
===================================================================

                                       15
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE SAME PERIOD OF 2000
We had a net loss of $5.9 million, or ($0.08) per share, in the third quarter of
2001,  compared to net income of $3.7 million,  or $0.05 per share, in the third
quarter of 2000.  Results in 2001 were  primarily  impacted  by $2.4  million of
asset impairment and restructuring  expenses, a $0.8 million write-off of credit
acquisition  costs,  and a $3.8 million  decrease in deferred tax assets that we
recorded during the first quarter.

Excluding the asset  impairment and  restructuring  expenses and the other items
described  above, we had net income of $1.1 million,  or $0.02 per share, in the
third  quarter  of 2001  compared  to net income of $3.7  million,  or $0.05 per
share,  in the third quarter of 2000. We had lower net income in 2001 mostly due
to a 6.2% decline in revenues and lower gross profit margins.

We describe the factors  affecting our third quarter  operating  results in more
detail in the following section.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE SAME PERIOD OF 2000

We had a net loss of $25.5  million,  or ($0.35)  per share,  in the nine months
ended September 30, 2001,  compared to net income of $9.1 million,  or $0.12 per
share,  in the same period of 2000.  Results in 2001 were primarily  impacted by
asset impairment and restructuring  expenses and other items that we recorded in
the second and third  quarters.  These  charges were offset  partially by a $6.0
million net income tax benefit  that we recorded as a result of our  election to
treat certain of our foreign operations as branches of our U.S. company for U.S.
income tax purposes.

Excluding  the asset  impairment  and  restructuring  expenses  and other  items
described  above  in 2001 and  $2.0  million  net of tax  asset  impairment  and
restructuring  expenses in 2000, we had a net loss of $2.0  million,  or ($0.03)
per share,  in 2001 compared to net income of $11.1 million,  or $0.15 per share
in 2000.  We had a net loss in the nine months ended  September  30, 2001 mostly
due to a 7.3% decline in revenues and lower gross profit margins.

We describe  the factors  affecting  our  nine-month  operating  results in more
detail in the following section.
--------------------------------------------------------------------------------

COMPONENTS OF NET INCOME (LOSS)
-------------------------------

As you read this section,  please refer to the  following  summary of our income
statement data on a percentage-of-revenue basis.
<TABLE>
<CAPTION>
                                               THREE MONTHS ENDED SEPTEMBER 30,             NINE MONTHS ENDED SEPTEMBER 30,
                                           ---------------------------------------     ---------------------------------------
                                                  2001                  2000                  2001                  2000
                                           -----------------     -----------------     -----------------    ------------------
                                               $        %            $        %            $        %            $        %
                                           --------   ------     --------   ------     --------  -------    ---------  -------
                                                                              (in thousands)
<S>                                      <C>          <C>        <C>         <C>       <C>         <C>      <C>          <C>
REVENUES                                 $ 173,793    100.0%     $ 185,289   100.0%    $ 535,584   100.0%   $ 577,705    100.0%
-------------------------------------------------------------------------------------------------------------------------------

Direct labor and
   telecommunications expenses              97,811     56.3%        97,199    52.5%      299,977    56.0%     301,294     52.2%
Subcontracted and
   other services expenses                   9,197      5.3%        12,395     6.7%       27,521     5.2%      39,962      6.9%
Operating, selling, and
   administrative expenses                  60,652     34.9%        65,499    35.3%      199,962    37.3%     205,575     35.6%
Asset impairment and
   restructuring expenses                    2,397      1.4%            --    --          26,185     4.9%       3,520      0.6%
-------------------------------------------------------------------------------------------------------------------------------
OPERATING INCOME (LOSS)                      3,736      2.1%        10,196     5.5%      (18,061)   (3.4%)     27,354      4.7%

Interest expense, net                       (2,884)    (1.6%)       (2,895)   (1.6%)      (8,650)   (1.6%)     (9,497)    (1.6%)
Other expense, net                          (1,051)    (0.6%)         (233)   (0.1%)      (2,523)   (0.5%)       (431)    (0.1%)
-------------------------------------------------------------------------------------------------------------------------------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
   (BENEFIT) AND MINORITY INTEREST            (199)    (0.1%)        7,068     3.8%      (29,234)   (5.5%)     17,426      3.0%

Income tax expense (benefit)                 5,166      3.0%         3,039     1.6%       (4,485)   (0.8%)      7,494      1.3%
Minority interest                              524      0.3%           374     0.2%          751     0.1%         833      0.1%
-------------------------------------------------------------------------------------------------------------------------------
Net income (loss)                        $  (5,889)    (3.4%)    $   3,655     2.0%    $ (25,500)   (4.8%)  $   9,099      1.6%
===============================================================================================================================
</TABLE>

                                       16
<PAGE>

THREE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE SAME PERIOD OF 2000

REVENUES
Revenues decreased $11.5 million, or 6.2%, in the third quarter of 2001 compared
to the same period of 2000.  The changes in  revenues by  geographic  region are
shown in the following table:

                                        $           %
-------------------------------------------------------
                                         (in millions)

North America                      $  (4.1)      (3.6%)
Europe                                (8.6)     (16.0%)
Asia Pacific                          (1.8)     (22.3%)
Latin America                          3.0       36.7%

Revenues  decreased in Europe mostly due to the loss of two large clients in the
United Kingdom,  which took their customer acquisition  businesses in-house, and
lower  revenues in Spain.  The  strength of the U.S.  dollar  versus the British
pound and Euro accounted for about $1.4 million,  or 16%, of this decrease.  The
decrease in Asia Pacific  primarily  related to restructuring  our operations in
Japan and  transferring  our existing  Japanese  business to Bellsystem24 in the
second quarter of 2000. The decrease in North America was primarily attributable
to lower customer  acquisition  revenues as a result of the September 11th, 2001
attack on the United States.  The increase in Latin America was  attributable to
new work we performed for clients in Brazil and Mexico.

DIRECT LABOR AND TELECOMMUNICATIONS EXPENSES
Direct Labor and  Telecommunications  Expenses  include the  compensation of our
customer  service  professionals  and their first line supervisors and telephone
usage expenses directly related to the production of revenue.

Direct labor and  telecommunications  expenses as a  percentage  of revenues can
vary based on the nature of the contract, the nature of the work, and the market
in  which  the   services   are   provided.   Accordingly,   direct   labor  and
telecommunications  expenses as a  percentage  of revenues  can vary,  sometimes
significantly, from period to period.

Direct Labor and Telecommunications Expenses increased $0.6 million, or 0.6%, in
the third  quarter of 2001  compared to the same period of 2000. As a percentage
of revenues,  Direct Labor and Telecommunications  Expenses increased from 52.5%
in the  third  quarter  of 2000 to  56.3% in the  third  quarter  of 2001.  This
increase  was due to reduced  labor  efficiency  caused by a higher  than normal
number of client  programs  ramping up and  ramping  down during the quarter and
some reductions in pricing.

SUBCONTRACTED AND OTHER SERVICES EXPENSES
Subcontracted  and Other Services  Expenses include services provided to clients
through subcontractors and other out-of-pocket expenses. Subcontracted and Other
Services Expenses decreased $3.2 million, or 25.8%, in the third quarter of 2001
compared  to the same  period of 2000.  The  decline in these  expenses  was due
mostly to a reduction in the use of third party contact  centers in the U.S. due
to a reduction in customer acquisition services and lower reimbursable  expenses
in the U.S. and Europe.

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Operating,  Selling and  Administrative  Expenses represent expenses incurred to
directly  support  and  manage  the  business,  including  costs of  management,
administration,   technology,   facilities,   depreciation   and   amortization,
maintenance, sales and marketing, and client support services.

Operating,  Selling and Administrative Expenses decreased $4.8 million, or 7.4%,
in the third quarter of 2001 compared to the same period of 2000. The decline in
these expenses was the direct result of our restructuring plan that began at the
end of the second quarter.  We estimate that the ongoing annual savings from the
restructuring will exceed $20 million.  As a percentage of revenues,  Operating,
Selling and Administrative Expenses decreased from 35.3% in the third quarter of
2000 to 34.9% in the third quarter of 2001.

ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES
In the second  quarter of 2001,  we announced a  restructuring  plan designed to
intensify our focus on core competencies, accelerate revenue growth, and improve
profitability.  The key  components of the  restructuring  plan include  several
major  organizational  changes and the streamlining of contact center operations
and  corporate  support  services  to improve  effectiveness  and drive  revenue
growth.

As part of our  restructuring  plan, we plan to reduce fixed overhead to improve
profitability by substantially completing the following by December 31, 2001:

o    eliminating  approximately  350  operating,   selling,  and  administrative
     positions globally, and
o    reducing  excess  capacity  by  closing  nine  contact  centers  plus three
     administrative  offices,  and downsizing  another five contact centers plus
     two administrative  offices,  resulting in the elimination of approximately
     2,100 workstations.

In  connection  with this  restructuring,  we  recorded  $23.8  million of asset
impairment and restructuring charges, or $22.1 million net of tax, in the second
quarter of 2001.  In the third  quarter of 2001,  we  recorded  $2.4  million of
additional charges related to the plan.

                                       17
<PAGE>

We evaluate the  recoverability of our long-lived  assets,  including  goodwill,
based on estimated  undiscounted  future operating cash flows.  While Management
currently believes that estimated future operating cash flows will be sufficient
to recover such assets,  there can be no assurance  that such  estimates will be
achieved. If estimated future operating cash flows are not achieved, we may need
to record impairment losses on these assets in future periods.

OPERATING INCOME (LOSS)
We had operating  income of $3.7 million in the third quarter of 2001,  compared
to $10.2  million in the third  quarter of 2000.  As a  percentage  of revenues,
operating  income was 5.5% in the third  quarter of 2000 and declined to 2.1% in
the  third  quarter  of 2001.  This  change  resulted  from  all of the  factors
affecting revenues and expenses discussed earlier in this section.

INTEREST EXPENSE, NET
Interest  expense,  net of  interest  income,  was  about  the same in the third
quarter of 2001 compared to the same period of 2000.

OTHER EXPENSE, NET
Other expense, net of other income,  increased $0.8 million in the third quarter
of 2001 compared to the same period of 2000 because we wrote off $0.8 million of
credit acquisition costs in connection with the amendment of our credit facility
in August 2001.

INCOME TAX EXPENSE (BENEFIT)
We  recorded  income tax  expense of $5.2  million in the third  quarter of 2001
compared to income tax expense of $3.0 million in the third quarter of 2000. The
third  quarter  2001  reflects a $3.8  million  deferred  income tax  expense we
recorded  to increase  the  valuation  allowance  on the  deferred  tax asset we
recorded in the first quarter that resulted from an election to treat certain of
our  foreign  operations  as branches  of our U.S.  company for U.S.  income tax
purposes.  We increased the  valuation  allowance to reflect  Management's  best
estimate of the likely recovery of our deferred tax assets.

NINE MONTHS ENDED SEPTEMBER 30, 2001 COMPARED TO THE SAME PERIOD OF 2000

REVENUES
Revenues  decreased  $42.1 million,  or 7.3%, in the nine months ended September
30,  2001  compared  to the same  period of 2000.  The  changes in  revenues  by
geographic region are shown in the following table:


                                       $           %
-------------------------------------------------------
                                       (in millions)

North America                      $   1.4        0.4%
Europe                               (41.4)     (22.0%)
Asia Pacific                          (8.6)     (31.6%)
Latin America                          6.5       29.0%

Revenues  decreased  in Europe for the same  reasons as those  described  in the
third  quarter  discussion  above.  The strength of the U.S.  dollar  versus the
British  pound and Euro  accounted  for about  $10.1  million,  or 24%,  of this
decrease.  The decrease in Asia Pacific  primarily  related to restructuring our
operations  in  Japan  and  transferring  our  existing   Japanese  business  to
Bellsystem24 in the second quarter of 2000.

The increase in Latin  America was  attributable  to new work we  performed  for
clients in Brazil and  Mexico.  The  increase  in North  America  was  primarily
attributable to additional customer care services we provided to a number of our
large  global  clients,  which was  partially  offset by a reduction in customer
acquisition revenues. The reduction in customer acquisition revenues was due, in
part, to the September 11th, 2001 attack on the United States.

DIRECT LABOR AND TELECOMMUNICATIONS EXPENSES
Direct Labor and Telecommunications Expenses decreased $1.3 million, or 0.4%, in
the nine months ended September 30, 2001 compared to the same period of 2000. As
a percentage of revenues, Direct Labor and Telecommunications Expenses increased
from 52.2% in the nine  months  ended  September  30,  2000 to 56.0% in the nine
months ended  September  30, 2001.  This  increase was  primarily due to reduced
labor efficiency caused by an unanticipated decline in revenues during the first
quarter  and by a higher than normal  number of client  programs  ramping up and
ramping  down and some  reductions  in  pricing  during  the  second  and  third
quarters.

SUBCONTRACTED AND OTHER SERVICES EXPENSES
Subcontracted and Other Services Expenses decreased $12.4 million,  or 31.1%, in
the nine months ended  September  30, 2001  compared to the same period of 2000.
The decline in these  expenses was due mostly to a reduction in the use of third
party  contact  centers in the U.S. due to a reduction  in customer  acquisition
services and lower reimbursable expenses in the U.S. and Europe.

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Operating,  Selling and Administrative Expenses decreased $5.6 million, or 2.7%,
in the nine months ended September 30, 2001 compared to the same period of 2000.
The  decline in these  expenses  was mostly due to our  restructuring  plan that
began at the end of the second quarter. As a percentage of revenues,  Operating,
Selling and Administrative Expenses increased from 35.6% in

                                       18
<PAGE>

the nine months  ended  September  30,  2000 to 37.3% in the nine  months  ended
September 30, 2001.

ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES
In the second quarter of 2001, we recorded $23.8 million of asset impairment and
restructuring charges, or $22.1 million net of tax, related to the restructuring
plan we announced in June 2001 as described above. In the third quarter of 2001,
we recorded $2.4 million of additional charges related to the plan.

In  the  second  quarter  of  2000,  we  formed  a  strategic  partnership  with
Bellsystem24,  Inc., Japan's largest  comprehensive  marketing agency. Under the
terms of the  partnership,  Bellsystem24  provides  services and support for our
clients in Japan and we provide services and support for Bellsystem24's  clients
in the United States.  In connection with the formation of the  partnership,  we
restructured  our  operations  in Japan and  transferred  our existing  Japanese
business to Bellsystem24.  In connection with this restructuring,  we recorded a
$3.5 million asset impairment and  restructuring  charge, or $2.0 million net of
tax, in the second quarter of 2000.

OPERATING INCOME (LOSS)
We had an operating loss of $18.1 million in the nine months ended September 30,
2001,  compared to operating income of $27.4 million in the same period of 2000.
As a percentage of revenues,  operating income was 4.7% in the nine months ended
September  30,  2000 and  declined to a negative  3.4% in the nine months  ended
September  30,  2001.  This change  resulted  from all of the factors  affecting
revenues and expenses discussed earlier in this section.

INTEREST EXPENSE, NET
Interest expense,  net of interest income,  decreased $0.8 million,  or 8.9%, in
the nine months ended  September  30, 2001  compared to the same period of 2000,
mostly due to a lower level of average debt outstanding during 2001.

OTHER EXPENSE, NET
Other  expense,  net of other income,  increased $2.1 million in the nine months
ended September 30, 2001 compared to the same period of 2000 because we recorded
$1.3 million of losses on disposals of certain assets during the second quarter,
and we wrote off $0.8 million of credit acquisition costs in connection with the
amendment of our credit facility the third quarter.

INCOME TAX EXPENSE (BENEFIT)
We  recorded  an income tax  benefit of $4.5  million in the nine  months  ended
September  30, 2001  compared to income tax expense of $7.5  million in the same
period of 2000. The 2001 benefit reflects:

o    a $6.0 million net  deferred  income tax benefit we recorded as a result of
     our election to treat certain of our foreign  operations as branches of our
     U.S. company for U.S. income tax purposes, and
o    the $2.2  million  tax  benefit we  recorded  on the asset  impairment  and
     restructuring  charges and the losses on  disposals of assets in the second
     quarter.

These  benefits  were offset by a $3.3  million  deferred  income tax expense we
recorded in the second  quarter to  establish a valuation  allowance on deferred
tax assets  that were  recorded  in prior  years  related to our United  Kingdom
operations.

FINANCIAL CONDITION

CASH FLOWS
----------

The following table sets forth summary cash flow data for the periods indicated.
Please refer to this summary as you read our  discussion of the sources and uses
of cash in each year.

Nine Months Ended September 30,        2001        2000
--------------------------------------------------------
                                         (in millions)
NET CASH PROVIDED BY (USED IN):
   Operating activities            $   40.1    $   48.4
   Investing activities               (34.7)      (14.0)
   Financing activities                 5.8       (42.4)

2001
In the nine  months  ended  September  30,  2001,  cash  provided  by  operating
activities came from income before asset impairment and restructuring  expenses,
depreciation  and  amortization,  and other charges of $33.1 million and a $13.4
million decrease in trade accounts receivable,  which were partially offset by a
$6.6 million decrease in other liabilities.

In the nine  months  ended  September  30,  2001,  we used  cash  for  investing
activities  mostly to purchase $33.2 million of property and  equipment,  and we
invested $1.2 million in a joint venture in India.

In the nine  months  ended  September  30,  2001,  cash  provided  by  financing
activities came mostly from additional  borrowings,  net of repayments,  of $5.4
million.

2000
In the nine  months  ended  September  30,  2000,  cash  provided  by  operating
activities  consisted mostly of income before asset impairment and restructuring
expenses and depreciation and amortization of $46.1 million, a decrease in trade
accounts  receivable  of $6.0  million,  and a decrease in other  assets of $5.0
million. These were partially offset by a reduction in trade accounts payable of
$9.5 million.

                                       19
<PAGE>

In the nine  months  ended  September  30,  2000,  we used  cash  for  investing
activities to purchase $18.6 million of property and equipment.

In the nine  months  ended  September  30,  2000,  we used  cash  for  financing
activities to make net  repayments of $45.1 million on notes  payable,  debt and
capital lease obligations.

CAPITAL RESOURCES

We have  historically  used funds generated from operations,  leases of property
and equipment,  equity capital,  senior subordinated notes, and borrowings under
credit  facilities  with  banks  to  finance  business   acquisitions,   capital
expenditures, and working capital requirements.

We have a long-term senior secured credit facility, under which we may borrow in
U.S. dollars, British pounds sterling, and Euros, which allows us to consolidate
our U.S. and European  bank lines into a single  multi-borrower,  multi-currency
facility.

Our  obligations  under  the  facility  have  been  guaranteed  by our  domestic
subsidiaries  and  certain  foreign  subsidiaries  and are  secured  by liens on
substantially  all of the  assets of SITEL  Corporation  and such  subsidiaries,
including a pledge of our shares in such  subsidiaries and certain other foreign
subsidiaries.  The facility  contains  certain  financial  covenants and certain
restrictions on, among other things, our ability to:

o   incur additional indebtedness,
o   pay dividends, repurchase stock, or make other restricted payments,
o   purchase property and equipment,
o   make certain investments,
o   sell assets, or
o   merge with another company.

The facility  becomes due and payable upon a change of control of the Company as
defined in the credit agreement.

At June 30, 2001, we were not in compliance with some of the original  financial
covenants of the facility,  which are determined quarterly based on the trailing
four quarters ended on each  determination  date. In August 2001, we obtained an
amendment to the credit  facility that was effective as of June 30, 2001,  which
waived  the  noncompliance  with  those  covenants  and  amended  our  financial
covenants for future periods. The amendment also:

o    reduced  the size of the  facility  from $75  million  to $50  million  and
     removed our option to request an  increase  in the size of the  facility to
     $100 million,
o    changed the expiration date of the facility from April 2005 to April 2003,
o    increased  the interest  rates on  borrowings 50 to 75 basis points and the
     unused commitment fee 50 basis points, and
o    further  restricted  our ability to make certain  acquisitions,  restricted
     payments, capital expenditures, and investments.

As a result of the  amendment,  we wrote off $0.8 million of credit  acquisition
costs related to the original facility in the third quarter of 2001.

At September 30, 2001, we had $40.4  million of available  borrowings  under the
amended  facility,  and were in compliance  with all financial  covenants of the
facility.

We expect to finance our current operations,  planned capital expenditures,  and
internal  growth  for  the   foreseeable   future  using  funds  generated  from
operations,  existing  cash,  leases of property  and  equipment,  and the funds
available under our credit facility.  Future  acquisitions,  if any, may require
additional debt or equity financing.

Under a stock  repurchase  program that was authorized by our Board of Directors
in February 2001, we may repurchase up to $10 million of our shares from time to
time in the open market or in privately  negotiated  transactions,  depending on
general business and market conditions.  Through the date of this report, we had
repurchased  a total of  171,800  shares at a total  cost of $0.3  million.  Our
amended  credit  facility  limits the amount of aggregate  restricted  payments,
including  stock  repurchases,  to $1.0 million plus certain equity  transaction
proceeds not currently applicable.

OTHER MATTERS

QUARTERLY RESULTS AND SEASONALITY
We have experienced, and expect to continue to experience,  quarterly variations
in our results of operations mostly due to:

o    the timing of our clients' customer relationship management initiatives and
     customer acquisition and loyalty campaigns,
o    the commencement and terms of new contracts,
o    revenue mix,
o    the timing of additional operating, selling, and administrative expenses to
     support new business, and
o    the timing of recognition of incentive fees.

We experience periodic fluctuations in our results of operations related to both
the start-up costs associated with expansion and the  implementation of clients'
CRM  activities.  In  addition,  our  business  tends to be  slower in the third
quarter due to summer  holidays in Europe,  and in the first  quarter due to the
changeover of client

                                       20
<PAGE>

marketing strategies that often occurs at the beginning of the year.

EFFECTS OF INFLATION
Inflation has not had a significant effect on our operations. However, there can
be no assurance that inflation will not have a material effect on our operations
in the future.

ACCOUNTING PRONOUNCEMENTS
In June 2000,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards (SFAS) No. 138, Accounting for Certain Derivative
Investments  and  Certain  Hedging  Activities.   The  standard  amends  certain
provisions of SFAS No. 133,  Accounting for Derivative  Investments  and Hedging
Activities,  which was issued in June 1998 to establish accounting standards for
derivative  instruments and for hedging activities.  We adopted these accounting
pronouncements  effective  January 1, 2001.  The  adoption  of these  standards,
including the valuation of derivative  instruments  outstanding on the effective
date,  and the related  cumulative  effect of  adoption,  did not  significantly
impact our consolidated financial statements.

In June 2001,  the  Financial  Accounting  Standards  Board issued SFAS No. 141,
Business Combinations,  which requires all business combinations initiated after
June 30, 2001 to be accounted for using the purchase method.

In June 2001, the Financial Accounting Standards Board also issued SFAS No. 142,
Goodwill and Other Intangible Assets. This statement:

o    replaces the requirement to amortize  goodwill and certain other intangible
     assets with an annual impairment test, and
o    requires an  evaluation  of the useful  lives of  intangible  assets and an
     impairment test for goodwill upon adoption.

The provisions of this statement are effective for fiscal years  beginning after
December  15,  2001,  so we must  adopt the  provisions  of SFAS No.  142 in our
financial  statements  for the  quarter  ended March 31,  2002.  We have not yet
evaluated  the impact of the  adoption  of this  statement  on our  consolidated
financial statements.

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 143,
Accounting  for Asset  Retirement  Obligations.  This  statement  addresses  the
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the  associated  asset  retirement  costs.  The
provisions of this statement are effective for fiscal years beginning after June
15,  2002,  so we must adopt the  provisions  of SFAS No.  143 in our  financial
statements  for the quarter  ended March 31, 2003. We do not expect the adoption
of this statement to significantly impact our consolidated financial statements.

In October 2001, the Financial  Accounting  Standards Board also issued SFAS No.
144,  Accounting  for the  Impairment  or Disposal  of  Long-Lived  Assets.  The
provisions of this  statement are  effective  for fiscal years  beginning  after
December  15,  2001,  so we must  adopt the  provisions  of SFAS No.  144 in our
financial  statements for the quarter ended March 31, 2002. We do not expect the
adoption of this statement to significantly  impact our  consolidated  financial
statements.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market  risks  associated  primarily  with  changes in foreign
currency exchange rates. We have operations in many parts of the world; however,
both revenues and expenses of those operations are typically  denominated in the
currency of the country of operations,  providing a natural hedge.  From time to
time,  we enter into  certain  hedging  transactions  designed to hedge  foreign
currency  exchange  risk related to short-term  intercompany  loans and specific
foreign  currency  transactions,  however  the  amounts  involved  have not been
material.

We  are  also  exposed  to  changes  in  interest  rates  on our  variable  rate
borrowings.  Interest rates on our Senior  Subordinated  Notes and capital lease
obligations  are fixed,  but rates on borrowings  under our bank credit facility
are  variable.  During the nine months ended  September  30,  2001,  our average
borrowings  under our bank  credit  facility  were $11.2  million.  Based on our
projected  cash needs for the  foreseeable  future,  we do not  expect  that our
exposure  to  changes  in  interest  rates  will have a  material  impact on our
interest expense.

                                       21
<PAGE>

PART II - OTHER INFORMATION

ITEM 5. OTHER MATTERS

Forward-Looking Statements

We make statements in this report that are considered forward-looking statements
within the  meaning of the  Securities  Exchange  Act of 1934.  Sometimes  these
statements  will  contain  words  such  as  "believes,"   "expects,"  "intends,"
"should,"  "will,"  "plans,"  and other  similar  words.  These  forward-looking
statements speak only as of the date of this report.  We assume no obligation to
update these forward-looking statements.  These statements are not guarantees of
our  future  performance  and are  subject  to risks,  uncertainties,  and other
important factors that could cause our actual  performance or achievements to be
materially  different  from those we project.  These risks,  uncertainties,  and
factors include, but are not limited to:

o   reliance on major clients,
o   conditions affecting clients' industries,
o   clients' budgets and plans,
o   unanticipated labor, contract or technical difficulties,
o   delays in ramp up of services under contracts,
o   reliance on major subcontractors and strategic partners,
o   risks associated with managing a global business,
o   fluctuations in operating results,
o   reliance on telecommunications and computer technology,
o   dependence on labor force,
o   industry regulation,
o   general and local economic conditions,
o   competitive pressures in our industry,
o   foreign currency risks,
o   the effects of leverage and dependence on credit availability, and
o   restrictions imposed by the terms of indebtedness.

Given  these  uncertainties,  you  should  not  place  undue  reliance  on these
forward-looking statements. Please see the other sections of this report and our
other periodic  reports filed with the  Securities  and Exchange  Commission for
more information on these factors.

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     None.


(b)  Reports on Form 8-K:

     None.

                                       22
<PAGE>
                                    SIGNATURE


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.


                                                   SITEL Corporation
                                                     (REGISTRANT)


Date:    November 14, 2001            By  /s/     James E. Stevenson
                                             --------------------------------
                                                  JAMES E. STEVENSON
                                                Chief Financial Officer
                                             (Duly Authorized Officer and
                                             Principal Financial Officer)

                                       23