SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 10-Q


                 [X] Quarterly Report Pursuant to Section 13 or
                  15(d) of the Securities Exchange Act of 1934.

                For the quarterly period ended September 30, 2000


                                       or


                  [ ] Transition Report Pursuant to Section 13
                or 15(d) of the Securities Exchange Act of 1934.

                    For the transition period _____ to ______


                         Commission File Number 1-12577



                                SITEL CORPORATION
             (Exact name of registrant as specified in its charter)

                    MINNESOTA                               47-0684333
                (State or jurisdiction of                (I.R.S. Employer
               incorporation or organization)           Identification No.)


                            111 SOUTH CALVERT STREET
                               BALTIMORE, MD 21202
                                 (410) 246-1505

    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

     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

     As of October  31,2000,  the Company had 72,002,505  shares of Common Stock
outstanding.

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES


PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

           Consolidated Condensed Balance Sheets ............................ 1

           Consolidated Condensed Statements of Income (Loss) ............... 2

           Consolidated Condensed Statements of Cash Flows .................. 3

           Notes to Consolidated Condensed Financial Statements ............. 4


Item 2.  Management's Discussion and Analysis of Results of
                Operations and Financial Condition........................... 14

Item 3.  Quantitative and Qualitative Disclosures about Market Risk.......... 19


PART II - OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K.................................... 20

Signature.................................................................... 21

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED CONDENSED BALANCE SHEETS
                    SEPTEMBER 30, 2000 AND DECEMBER 31, 1999
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
                                         ASSETS                                               SEPTEMBER 30,  DECEMBER 31,
                                                                                                  2000          1999
                                                                                                  ----          ----
Current assets:                                                                                       (unaudited)
<S>                                                                                           <C>          <C>
     Cash and cash equivalents ............................................................   $  18,300    $  22,305
     Trade accounts receivable (net of allowance for doubtful accounts of $5,253 and
      $5,622 in 2000 and 1999, respectively) ..............................................     150,974      164,473
     Prepaid expenses .....................................................................       7,354        7,997
     Deferred income taxes ................................................................          --        1,950
     Other current assets .................................................................       7,248        7,825
                                                                                              ---------    ---------
                    Total current assets ..................................................     183,876      204,550
                                                                                              ---------    ---------
Property and equipment, net ...............................................................      94,902      118,349
Goodwill, net .............................................................................      78,101       85,258
Deferred income taxes .....................................................................      12,520       15,649
Other assets ..............................................................................       8,019        8,440
                                                                                              ---------    ---------
                    Total assets ..........................................................   $ 377,418    $ 432,246
                                                                                              =========    =========

                                  LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
     Notes payable ........................................................................   $     738    $   7,337
     Current portion of long-term debt ....................................................         890        2,838
     Current portion of capitalized lease obligations .....................................       3,189        4,308
     Trade accounts payable ...............................................................      26,584       37,592
     Income taxes payable .................................................................       2,618        7,135
     Accrued wages, salaries and bonuses ..................................................      28,802       19,893
     Accrued operating expenses ...........................................................      26,049       28,922
     Deferred revenue and other ...........................................................       5,871        9,141
     Deferred income taxes ................................................................         284           --
                                                                                              ---------    ---------
                    Total current liabilities .............................................      95,025      117,166
Long-term debt, excluding current portion .................................................     101,942      136,077
Capitalized lease obligations, excluding current portion ..................................       9,165       12,253
Deferred compensation .....................................................................       2,375        1,905

Minority interest .........................................................................       6,047        4,147

Stockholders' equity:
     Common stock, voting, $.001 par value, 200,000,000 shares authorized, 71,863,714 and
         68,170,828 shares issued and outstanding in 2000 and 1999, respectively ..........          72           68
     Paid-in capital ......................................................................     168,636      165,870
     Accumulated other comprehensive loss .................................................     (22,461)     (12,757)
     Retained earnings ....................................................................      16,617        7,517
                                                                                              ---------    ---------
                    Total stockholders' equity ............................................     162,864      160,698
                                                                                              ---------    ---------
                    Total liabilities and stockholders' equity ............................   $ 377,418    $ 432,246
                                                                                              =========    =========
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

                                       1
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
               CONSOLIDATED CONDENSED STATEMENTS OF INCOME (LOSS)
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                             FOR THE THREE MONTHS ENDED   FOR THE NINE MONTHS ENDED
                                             SEPTEMBER 30, SEPTEMBER 30,  SEPTEMBER 30, SEPTEMBER 30,
                                                  2000         1999         2000           1999
                                                  ----         ----         ----            ----

(in thousands, except per share data)
<S>                                            <C>          <C>          <C>          <C>
Revenues ...................................   $ 185,289    $ 189,597    $ 577,705    $ 531,778
                                               ---------    ---------    ---------    ---------
Operating expenses:
     Direct labor and
        telecommunications expenses ........      97,586       96,322      301,294      267,166
     Subcontracted and other
        services expenses ..................      12,009       11,920       39,962       41,743
     Operating, selling and
        administrative expenses ............      65,498       71,385      205,575      206,897
     Asset impairment and
        restructuring expenses .............          --        9,596        3,520        9,596
                                               ---------    ---------    ---------    ---------
                    Total operating expenses     175,093      189,223      550,351      525,402
                                               ---------    ---------    ---------    ---------
                   Operating income ........      10,196          374       27,354        6,376
Other income (expense):
     Interest expense, net .................      (2,895)      (3,203)      (9,497)      (9,353)
     Other income (expense), net ...........        (233)         (69)        (431)          51
                                               ---------    ---------    ---------    ---------
Income (loss) before income taxes
     and minority interest .................       7,068       (2,898)      17,426       (2,926)

Income tax expense .........................       3,039        1,762        7,494        2,645
Minority interest ..........................         374           58          833          122
                                               ---------    ---------    ---------    ---------
Net income (loss) ..........................   $   3,655    $  (4,718)   $   9,099    $  (5,693)
                                               =========    =========    =========    =========
Income (loss) per common share:
  Basic ....................................   $    0.05    $   (0.07)   $    0.13    $   (0.09)
  Diluted ..................................   $    0.05    $   (0.07)   $    0.12    $   (0.09)
Weighted average common shares outstanding:
  Basic ....................................      71,793       67,544       70,743       66,111
  Diluted ..................................      75,323       67,544       75,506       66,111
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

                                       2
<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
                                                                   FOR THE NINE MONTHS ENDED
(dollars in thousands)                                             SEPTEMBER 30, SEPTEMBER 30,
                                                                        2000        1999
                                                                        ----        ----
<S>                                                                  <C>         <C>
Net income (loss) ................................................   $  9,099    $ (5,693)
Adjustments to reconcile net income (loss) to net
  cash provided by (used in) operating
  activities:
Depreciation and amortization ....................................     33,479      34,266
Restructuring provision and asset impairment expenses ............      3,520       9,596
Change in assets and liabilities:
    Trade accounts receivable ....................................      6,001     (37,647)
    Other assets .................................................      5,004        (214)
    Trade accounts payable .......................................     (9,499)       (202)
    Other liabilities ............................................        756      23,002
                                                                     --------    --------

         Net cash provided by operating activities ...............     48,360      23,108
                                                                     --------    --------
Cash flows from investing activities:
     Purchases of property and equipment .........................    (18,566)    (31,679)
     Proceeds from sales of property and equipment ...............      4,555         555
                                                                     --------    --------
         Net cash used in investing activities ...................    (14,011)    (31,124)
                                                                     --------    --------
Cash flows from financing activities:
     Borrowings on notes payable .................................         --       3,296
     Repayments of notes payable .................................    (10,002)    (24,900)
     Borrowings on long-term debt ................................      1,546      44,024
     Repayment of long-term debt and capitalized lease obligations    (36,678)    (17,534)
     Common stock issued, net of expenses ........................      2,735          --
     Other .......................................................        (41)        (21)
                                                                     --------    --------
         Net cash provided by (used in) financing activities .....    (42,440)      4,865
                                                                     --------    --------
Effect of exchange rates on cash .................................      4,086         845
                                                                     --------    --------
         Net decrease in cash ....................................     (4,005)     (2,306)
Cash and cash equivalents, beginning of period ...................     22,305      14,472
                                                                     --------    --------
Cash and cash equivalents, end of period .........................   $ 18,300    $ 12,166
                                                                     ========    ========
</TABLE>
The  accompanying  notes  are an  integral  part of the  consolidated  condensed
financial statements.

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

1.       BASIS OF PRESENTATION:

The consolidated  condensed  balance sheet of SITEL Corporation and Subsidiaries
(the  "Company") at December 31, 1999 was obtained  from the  Company's  audited
balance sheet as of that date. All other financial  statements  contained herein
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.  Such  adjustments  consist  only of
normal  recurring  items.   Certain  amounts   previously   reported  have  been
reclassified to conform with the 2000 presentation.  The consolidated  condensed
financial  statements  should  be  read in  conjunction  with  the  consolidated
financial  statements and notes thereto,  together with management's  discussion
and analysis of financial condition and results of operations,  contained in the
Company's Form 10-K for the year ended December 31, 1999.

2.    COMPREHENSIVE INCOME (LOSS):

The Company's  comprehensive  income (loss) was ($376,000) and  ($1,841,000) for
the three month periods ended  September  30, 2000 and 1999,  respectively,  and
($605,000) and ($11,015,000) for the nine month periods ended September 30, 2000
and 1999, respectively. The difference between the Company's reported net income
(loss) and comprehensive income (loss) for those periods is due to the change in
the foreign currency translation adjustment. The accumulated other comprehensive
loss included in the Company's Consolidated Condensed Balance Sheet at September
30, 2000 and December 31, 1999  represents the accumulated  foreign  translation
adjustments.

3.     ASSET IMPAIRMENT AND RESTRUCTURING:

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

In the third  quarter  of 1999,  the  Company  recorded a $9.6  million  expense
primarily  related  to the  write  down  of  capitalized  software  and  related
technology  assets.  During the quarter,  the Company  reviewed its  capitalized
software and related  technology  assets for  impairment in connection  with the
change  in its  technology  strategy  as it  related  to the  adoption  of a new
platform for its Customer Relationship  Management software  applications.  As a
result,  the  Company  wrote  down  certain  capitalized  software  and  related
technology assets to estimated fair value.

4.     MULTI-CURRENCY REVOLVING CREDIT FACILITY:

On April 11, 2000, the Company  secured a $75 million  five-year  senior secured
credit facility with lender pre-approval to increase the size of the facility to
$100 million. Under the terms of this agreement,  the Company may borrow in U.S.
dollars,  British  pounds  sterling and euros,  thereby  allowing the Company to
consolidate  its U.S.  and  European  bank lines  into a single  multi-borrower,
multi-currency facility. In connection with obtaining this facility, the Company
terminated its existing $50 million  long-term credit facility and various lines
of credit which were used to fund local  operations in British  pounds  sterling
and euros. The funds available under the new facility are approximately equal to
the total of the funds available under the facilities which were terminated.  At
September  30,  2000,  the unused line of credit  relating to this  facility was
$73.1 million.

                                       4

<PAGE>
5.     SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION:

The  Company's  9.25%  Senior  Subordinated  Notes  are  guaranteed,  on a full,
unconditional  and joint and several basis, by  substantially  all  wholly-owned
domestic  subsidiaries  of the Company.  Separate  financial  statements  of the
guarantor  subsidiaries are not presented because management has determined that
they would not be  material  to  investors.  However,  the  following  condensed
consolidating information presents:

     (1) Condensed  consolidating  financial statements as of September 30, 2000
and  December 31, 1999,  and for the three and nine months ended  September  30,
2000  and  1999,  of (a)  SITEL  Corporation,  the  parent,  (b)  the  guarantor
subsidiaries,  (c) the nonguarantor  subsidiaries and (d) SITEL Corporation on a
consolidated basis,

     (2) SITEL Corporation, the parent, with the investments in all subsidiaries
accounted  for on the equity  method,  and the guarantor  subsidiaries  with the
nonguarantor  subsidiaries  accounted  for  on the  equity  method  (one  of the
guarantor subsidiaries is the parent of the nonguarantor subsidiaries), and

     (3) Elimination  entries  necessary to consolidate SITEL  Corporation,  the
parent, with all subsidiaries.

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

  5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                               SEPTEMBER 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                 GUARANTOR   NONGUARANTOR
                                       PARENT   SUBSIDIARIES SUBSIDIARIES ELIMINATIONS CONSOLIDATED
                                       ------   ------------ ------------ ------------ ------------
ASSETS
Current assets:
<S>                                    <C>         <C>         <C>         <C>          <C>
   Cash and cash equivalents .......   $   1,353   $   2,886   $  14,061   $      --    $  18,300
   Trade accounts receivable, net ..     105,318       3,069      71,875     (29,288)     150,974
   Prepaid expenses and other
     current assets ................       2,429          66      12,755        (648)      14,602
                                       ---------   ---------   ---------   ---------    ---------
   Total current assets ............     109,100       6,021      98,691     (29,936)     183,876

 Property and equipment, net .......      42,573       2,863      49,466          --       94,902
 Goodwill, net .....................      20,819          --      57,282          --       78,101
 Deferred income taxes .............       5,864          --       6,656          --       12,520
 Other assets ......................       7,656          79         284                    8,019
 Investments in subsidiaries .......     122,918     108,281          --    (231,199)          --
 Notes receivable, intercompany ....          --       8,987          --      (8,987)          --
                                       ---------   ---------   ---------   ---------    ---------
     Total assets ..................   $ 308,930     126,231     212,379   $(270,122)   $ 377,418
                                       =========   =========   =========   =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
   Notes payable ...................   $      --   $      --   $     738   $      --    $     738
   Current portion
     of long-term debt .............          --          --         890          --          890
   Current portion of capitalized
     lease obligations .............       2,300          --         889          --        3,189
   Trade accounts payable ..........      10,148       1,301      44,423     (29,288)      26,584
   Accrued expenses and other
     current liabilities ...........      28,471       2,012      33,789        (648)      63,624
                                       ---------   ---------   ---------   ---------    ---------
   Total current liabilities .......      40,919       3,313      80,729     (29,936)      95,025

Long-term debt, excluding
  current portion ..................     100,000          --       1,942          --      101,942
Capitalized lease obligations,
  excluding current portion ........       2,772          --       6,393          --        9,165
Notes payable, intercompany ........          --          --       8,987      (8,987)          --
Deferred compensation ..............       2,375          --          --          --        2,375

Minority interest ..................          --          --       6,047          --        6,047

Stockholders' equity ...............     162,864     122,918     108,281    (231,199)     162,864
                                       ---------   ---------   ---------   ---------    ---------
Total liabilities and
  stockholders' equity .............   $ 308,930   $ 126,231   $ 212,379   $(270,122)   $ 377,418
                                       =========   =========   =========   =========    =========
</TABLE>
                                       6
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

                      CONDENSED CONSOLIDATING BALANCE SHEET
                                DECEMBER 31, 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                           GUARANTOR    NONGUARANTOR
                                                PARENT   SUBSIDIARIES  SUBSIDIARIES  ELIMINATIONS CONSOLIDATED
                                                ------   ------------  ------------  ------------ ------------
ASSETS
Current assets:
<S>                                            <C>         <C>          <C>          <C>          <C>
        Cash and cash equivalents ..........   $   7,477   $   2,102    $  12,726    $      --    $  22,305
      Trade accounts receivable, net .......     120,500       4,310       85,204      (45,541)     164,473
      Prepaid expenses and other current
      assets ...............................       4,024          (7)      13,755           --       17,772
                                               ---------   ---------    ---------    ---------    ---------
      Total current assets .................     132,001       6,405      111,685      (45,541)     204,550
Property and equipment, net ................      51,231       3,793       63,325           --      118,349
Goodwill, net ..............................      21,564          --       63,694           --       85,258
Deferred income taxes ......................       8,111          --        7,538           --       15,649
Other assets ...............................       7,945          89          406           --        8,440
Investments in subsidiaries ................     113,151      84,945           --     (198,096)          --
Notes receivable, intercompany .............          --      20,259           --      (20,259)          --
                                               ---------   ---------    ---------    ---------    ---------
      Total assets .........................   $ 334,003   $ 115,491    $ 246,648    $(263,896)   $ 432,246
                                               =========   =========    =========    =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
    Current Liabilities:
    Notes payable ..........................   $      --   $      --    $   7,337    $      --    $   7,337
    Current portion of long-term
         debt ..............................         695          --        2,143           --        2,838
    Current portion of capitalized
    lease obligations ......................       1,496          48        2,764           --        4,308
    Trade accounts payable .................      12,143       1,085       69,905      (45,541)      37,592
    Accrued expenses and other
          current liabilities ..............      22,555       1,207       41,329           --       65,091
                                               ---------   ---------    ---------    ---------    ---------
    Total current liabilities ..............      36,889       2,340      123,478      (45,541)     117,166
    Long-term debt, excluding
         current portion ...................     130,000          --        6,077           --      136,077
    Capitalized lease obligations, excluding
    current portion ........................       4,511          --        7,742           --       12,253
    Notes payable, intercompany
                                                      --          --       20,259      (20,259)          --
    Deferred compensation ..................       1,905          --           --           --        1,905

    Minority interest ......................          --          --        4,147           --        4,147

    Stockholders' equity ...................     160,698     113,151       84,945     (198,096)     160,698
                                               ---------   ---------    ---------    ---------    ---------
    Total liabilities and
      stockholders' equity .................   $ 334,003   $ 115,491    $ 246,648    $(263,896)   $ 432,246
                                               =========   =========    =========    =========    =========
</TABLE>
                                       7
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

        5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
<S>                                   <C>          <C>         <C>          <C>          <C>
Revenues ..........................   $ 101,757    $   8,349   $  75,529    $    (346)   $ 185,289
                                      ---------    ---------   ---------    ---------    ---------
Operating expenses:
  Cost of operations ..............      94,363        7,609      73,467         (346)     175,093
   Asset impairment and
restructuring expenses ............          --           --          --           --           --
                                      ---------    ---------   ---------    ---------    ---------
                                         94,363        7,609      73,467         (346)     175,093
     Total operating expenses
                                      ---------    ---------   ---------    ---------    ---------

     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 expense, net ........      (2,702)           7        (200)          --       (2,895)
     Other income (expense), net ..        (115)          --        (118)          --         (233)
                                      ---------    ---------   ---------    ---------    ---------

       Total other income
         (expense) ................      (1,542)         933        (706)      (1,813)      (3,128)
                                      ---------    ---------   ---------    ---------    ---------

Income (loss) before income taxes
     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
                                      =========    =========   =========    =========    =========
</TABLE>
                                       8
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
<S>                                     <C>          <C>          <C>          <C>         <C>
Revenues ............................   $  77,930    $  21,813    $  89,854    $      --   $ 189,597
                                        ---------    ---------    ---------    ---------   ---------
Operating expenses:
   Cost of operations ...............      72,702       19,948       86,977           --     179,627

   Asset impairment
     and restructuring expenses .....       3,585           --        6,011           --       9,596
                                        ---------    ---------    ---------    ---------   ---------
                                           76,287       19,948       92,988           --     189,223
   Total operating expenses
                                        ---------    ---------    ---------    ---------   ---------

   Operating income .................       1,643        1,865       (3,134)          --         374
                                        ---------    ---------    ---------    ---------   ---------

Other income (expense):
   Equity in earnings (losses) of
     subsidiaries, net of tax .......      (3,844)      (5,315)          --        9,159          --
   Intercompany charges .............          --          398         (398)          --          --
   Interest expense, net ............      (2,684)          --         (519)          --      (3,203)
   Other income (expense), net ......          (4)          --          (65)          --         (69)
                                        ---------    ---------    ---------    ---------   ---------

Total other income (expense) ........      (6,532)      (4,917)        (982)       9,159      (3,272)
                                        ---------    ---------    ---------    ---------   ---------

Income (loss) before income taxes and
  minority interest .................      (4,889)      (3,052)      (4,116)       9,159      (2,898)

Income tax expense (benefit) ........        (171)         792        1,141           --       1,762

Minority interest ...................          --           --           58           --          58
                                        ---------    ---------    ---------    ---------   ---------

Net income (loss) ...................   $  (4,718)   $  (3,844)   $  (5,315)   $   9,159   $  (4,718)
                                        =========    =========    =========    =========   =========
</TABLE>
                                       9
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
<S>                                 <C>          <C>          <C>          <C>          <C>
Revenues ........................   $ 298,974    $  25,212    $ 254,558    $  (1,039)   $ 577,705
                                    ---------    ---------    ---------    ---------    ---------
Operating expenses:
   Cost of operations ...........     282,571       22,284      243,015       (1,039)     546,831
   Asset impairment and
        restructuring expenses ..       2,019           --        1,501           --        3,520
                                    ---------    ---------    ---------    ---------    ---------

                                      284,590       22,284      244,516       (1,039)     550,351
   Total operating expenses
                                    ---------    ---------    ---------    ---------    ---------

Operating income (loss) .........      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 income (expense), net .....        (191)          --         (240)          --         (431)
                                    ---------    ---------    ---------    ---------    ---------

Total other income (expense) ....      (2,714)       4,562       (2,565)      (9,211)      (9,928)
                                    ---------    ---------    ---------    ---------    ---------

Income (loss) before income taxes
     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
                                    =========    =========    =========    =========    =========
</TABLE>
                                       10
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
<S>                                 <C>          <C>          <C>          <C>          <C>
Revenues ........................   $ 156,803    $ 122,652    $ 252,323    $      --    $ 531,778
                                    ---------    ---------    ---------    ---------    ---------
Operating expenses:
   Cost of services .............     152,740      110,757      252,309           --      515,806
   Asset impairment and
     restructuring expenses .....       3,585                     6,011           --        9,596
                                    ---------    ---------    ---------    ---------    ---------

   Total operating expenses           156,325      110,757      258,320           --      525,402
                                    ---------    ---------    ---------    ---------    ---------

Operating income (loss) .........         478       11,895       (5,997)          --        6,376
                                    ---------    ---------    ---------    ---------    ---------
Other income (expense):
Equity in earnings (losses) of
     subsidiaries, net of tax ...      (1,351)      (9,424)          --       10,775           --
Intercompany charges ............          98        1,339       (1,437)          --           --
Interest expense, net ...........      (6,908)        (814)      (1,631)          --       (9,353)
Other income (expense), net .....         163           --         (112)          --           51
                                    ---------    ---------    ---------    ---------    ---------

Total other income (expense) ....      (7,998)      (8,899)      (3,180)      10,775       (9,302)
                                    ---------    ---------    ---------    ---------    ---------
Income (loss) before income taxes
     and minority interest.......      (7,520)       2,996       (9,177)      10,775       (2,926)

Income tax expense (benefit) ....      (1,827)       4,347          125           --        2,645

Minority interest ...............          --           --          122           --          122
                                    ---------    ---------    ---------    ---------    ---------

Net income (loss) ...............   $  (5,693)   $  (1,351)   $  (9,424)   $  10,775    $  (5,693)
                                    =========    =========    =========    =========    =========
</TABLE>
                                       11
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
Net cash provided by
<S>                                      <C>         <C>         <C>         <C>         <C>
    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 provided by (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 long-term debt ....         --          --       1,546          --       1,546
     Repayment of long-term debt
       and capital lease obligations .    (31,678)         --      (5,000)         --     (36,678)
     Common stock issued, net of
       expenses ......................      2,735          --          --          --       2,735
     Net borrowings and payments
       on intercompany balances ......      1,823          --      (1,823)         --          --
     Net capital contribution
       from parent ...................         --      (5,210)      1,167       4,043          --
     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 cash
     equivalents, end
     of period .......................   $  1,353    $  2,886    $ 14,061    $     --    $ 18,300
                                         ========    ========    ========    ========    ========
</TABLE>
                                       12
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES
              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

5.  SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (Continued):

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
                                 (IN THOUSANDS)
<TABLE>
<CAPTION>
                                                GUARANTOR    NONGUARANTOR
                                       PARENT   SUBSIDIARIES  SUBSIDIARIES ELIMINATIONS  CONSOLIDATED
                                       ------   ------------  ------------ ------------  ------------
Net cash provided by (used in)
<S>                                     <C>         <C>         <C>         <C>         <C>
  operating activities ..............   $ 20,199    $  3,771    $   (862)   $     --    $ 23,108
                                        --------    --------    --------    --------    --------
Cash flows from investing activities:
Investments in subsidiaries .........      5,256       3,923          --      (9,179)         --
Purchases of  property and
  equipment .........................    (14,947)     (2,195)    (14,537)                (31,679)
Proceeds from sales of property and
  equipment .........................         14          --         541          --         555
                                        --------    --------    --------    --------    --------
Net cash provided by (used in)
  investing activities ..............     (9,677)      1,728     (13,996)     (9,179)    (31,124)
                                        --------    --------    --------    --------    --------
Cash flows from financing activities:
Borrowings on notes payable .........         --          --       3,296          --       3,296
Repayments of notes payable .........         --          --     (24,900)         --     (24,900)
Borrowings on long-term debt ........     38,000          --       6,024          --      44,024
Repayment of long-term debt and
  capital lease obligations .........    (13,582)         --      (3,952)         --     (17,534)
Net borrowings and payments on
  intercompany balances .............    (37,329)         --      37,329          --          --
Net capital contribution
  from parent .......................         --      (5,256)     (3,923)      9,179          --
Other ...............................        (21)         --          --          --         (21)
                                        --------    --------    --------    --------    --------
Net cash provided by (used in)
     financing activities ...........    (12,932)     (5,256)     13,874       9,179       4,865
                                        --------    --------    --------    --------    --------

 Effect of exchange rates on cash ...         --          --         845          --         845
                                        --------    --------    --------    --------    --------

Net increase (decrease) in cash .....     (2,410)        243        (139)         --      (2,306)

Cash and cash equivalents, beginning
     of period ......................      2,410       1,190      10,872          --      14,472
                                        --------    --------    --------    --------    --------
Cash and cash
     equivalents, end of
     period .........................   $     --    $  1,433    $ 10,733    $     --    $ 12,166
                                        ========    ========    ========    ========    ========
</TABLE>
                                       13
<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES

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

OVERVIEW
--------

SITEL  Corporation  ("SITEL") and  subsidiaries  (collectively,  the  "Company")
provide customer relationship  management services on behalf of clients in North
America, Europe, Asia Pacific and Latin America. The Company finds, acquires and
retains customers and helps  organizations  enhance and grow these relationships
through a variety of value-added  services via electronic  media,  including the
telephone and the  Internet,  and, to a lesser  extent,  traditional  mail.  The
Company  provides  services to clients  principally  in the consumer,  financial
services, insurance, telecommunications, technology and utilities sectors.

The following  table sets forth  certain  financial  data and the  percentage of
total revenues of the Company for the periods indicated.  All dollar amounts are
in thousands.
<TABLE>
<CAPTION>
                                            THREE MONTHS ENDED SEPTEMBER 30,                NINE MONTHS ENDED SEPTEMBER 30,
                                             2000                    1999                    2000                     1999
                                       -----------------      --------------------    --------------------     -------------------
<S>                                <C>           <C>        <C>             <C>        <C>         <C>       <C>           <C>
Revenues ......................... $    185,289  100.0%     $  189,597      100.0%     $ 577,705   100.0%    $  531,778    100.0%
                                       -----------------      --------------------    --------------------    ------------------
Operating expenses:
  Direct labor and
     telecommunications expenses         97,586   52.7%         96,322       50.8%       301,294    52.1%       267,166     50.3%
  Subcontracted and
     other services
     expenses.....................       12,009    6.5%         11,920        6.3%        39,962     6.9%        41,743      7.8%
  Operating, selling
     and administrative expenses..       65,498   35.3%         71,385       37.6%       205,575    35.6%       206,897     38.9%
   Asset impairment and
     restructuring expenses ......            -      - %         9,596        5.1%         3,520     0.7%         9,596      1.8%
                                       -----------------      --------------------    --------------------     -------------------
        Total operating expenses..      175,093   94.5%        189,223       99.8%       550,351    95.3%       525,402     98.8%
                                       -----------------      --------------------    --------------------     -------------------
        Operating income .........       10,196    5.5%            374        0.2%        27,354     4.7%         6,376      1.2%

Other Income (expense):
     Interest expense, net .......      (2,895)   (1.6)%        (3,203)      (1.7)%       (9,497)   (1.7)%       (9,353)    (1.8)%
     Other income (expense), net          (233)   (0.1)%           (69)      (0.0)%         (431)   (0.0)%           51     (0.0)%
                                       -----------------      --------------------    --------------------     -------------------
Income (loss) before income
  taxes and minority interest ....       7,068    3.8%          (2,898)      (1.5)%       17,426     3.0%        (2,926)    (0.6)%

Income tax expense ...............       3,039    1.6%           1,762        1.0%         7,494     1.3%         2,645      0.5%
Minority interest ................         374    0.2%              58        0.0%           833     0.1%           122      0.0%
                                       -----------------      --------------------    --------------------     -------------------
Net income (loss) ................    $  3,655    2.0%      $   (4,718)      (2.5)%    $   9,099     1.6%      $ (5,693)    (1.1)%
                                       =================      ====================    ====================     ===================
</TABLE>
                                       14
<PAGE>

                       SITEL CORPORATION AND SUBSIDIARIES


THREE MONTHS ENDED SEPTEMBER 30, 2000 VS. THREE MONTHS ENDED SEPTEMBER 30, 1999
-------------------------------------------------------------------------------

REVENUES
Revenues decreased $4.3 million,  or 2.3%, to $185.3 million in the three months
ended September 30, 2000 from $189.6 million in the three months ended September
30, 1999.  The decrease was primarily  attributable  to decreases in revenues in
Europe  and  the  Asia  Pacific  region  of  $11.9  million  and  $5.7  million,
respectively, partially offset by increases in revenues in the United States and
Latin America of $10.3 million and $3.4 million,  respectively.  The increase in
the value of the U.S.  dollar  versus the  British  pound and Euro  reduced  the
reported revenues from the Company's  European  operations by approximately $7.0
million in the third quarter of 2000 compared to the third quarter of 1999.

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 customer relationship  management activities.
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  quarter to quarter.  Direct  labor and  telecommunications
expenses  increased $1.3 million,  or 1.3%, to $97.6 million in the three months
ended September 30, 2000, from $96.3 million in the three months ended September
30, 1999.  As a  percentage  of  revenues,  direct labor and  telecommunications
expenses increased to 52.7% in the third quarter of 2000 from 50.8% in the third
quarter of 1999 due to higher labor costs,  as a percentage  of revenues,  which
were partially offset by a decline in telecommunications costs.

SUBCONTRACTED AND OTHER SERVICES EXPENSES
Subcontracted  and other services  expenses  include  reimbursable  expenses and
services  provided to clients through  subcontractors.  Subcontracted  and other
services  expenses  increased from $11.9 million in the third quarter of 1999 to
$12.0 million in the third quarter of 2000.

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 $5.9 million,  or 8.2%, to $65.5
million in the three months ended  September  30, 2000 from $71.4 million in the
three months ended  September 30, 1999. As a percentage of revenues,  operating,
selling and  administrative  expenses decreased to 35.3% in the third quarter of
2000 from 37.6% in the third quarter of 1999 due to improved expense controls.

ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES
In the third quarter of 1999, the Company recorded an asset  impairment  expense
of $9.6 million primarily related to the write down of capitalized  software and
related technology assets.

OPERATING INCOME
Operating  income  increased  $9.8 million to $10.2 million for the three months
ended  September 30, 2000 from $0.4 million for the three months ended September
30, 1999. Excluding the asset impairment and restructuring expenses in the third
quarter of 1999, operating income increased $0.2 million in the third quarter of
2000  compared  to the third  quarter  of 1999.  As a  percentage  of  revenues,
operating income increased to 5.5% in the third quarter of 2000 from 5.3% in the
third quarter 1999 excluding the asset  impairment and  restructuring
expenses.

INTEREST EXPENSE, NET
Interest expense, net of interest income, decreased to $2.9 million in the three
months  ended  September  30, 2000 from $3.2  million in the three  months ended
September 30, 1999 due to lower  outstanding  debt which was partially offset by
higher  interest  rates.

INCOME TAX EXPENSE
Income tax  expense  for the three  months  ended  September  30,  2000 was $3.0
million  compared to $1.8 million for the three months ended September 30, 1999.
Income tax expense as a percentage of income before taxes and minority  interest
was 43.0% for the quarter.

                                       15
<PAGE>

The difference  between the Company's income tax rate of 43.0% and the statutory
U.S.  Federal rate of 35% is primarily due to  non-deductible  goodwill and U.S.
state and local income taxes.

NET INCOME (LOSS)

For the reasons  discussed  above,  net income increased to $3.7 million for the
three months ended  September 30, 2000 from a loss of $4.7 million for the three
months  ended   September  30,  1999.   Excluding  the  asset   impairment   and
restructuring expenses in the third quarter of 1999, and the related tax effect,
net income  increased  from $3.6  million  in the third  quarter of 1999 to $3.7
million in the third quarter of 2000.

NINE MONTHS ENDED SEPTEMBER 30, 2000 VS. NINE MONTHS ENDED SEPTEMBER 30, 1999
-----------------------------------------------------------------------------

REVENUES
Revenues increased $45.9 million,  or 8.6%, to $577.7 million in the nine months
ended  September 30, 2000 from $531.8 million in the nine months ended September
30, 1999. The increase was primarily  attributable to an increase in revenues of
$44.6 million in the United States and $10.2 million in Latin America, partially
offset by a decrease in revenues of $8.0 million in Europe.

DIRECT LABOR AND TELECOMMUNICATIONS EXPENSES
Direct labor and telecommunications  expenses increased $34.1 million, or 12.8%,
to $301.3  million in the nine months  ended  September  30,  2000,  from $267.2
million  in the nine  months  ended  September  30,  1999.  As a  percentage  of
revenues, direct labor and telecommunications expenses increased to 52.1% in the
first nine  months of 2000 from  50.3% in the first  nine  months of 1999 due to
higher labor costs, as a percentage of revenues,  which were partially offset by
a decline in telecommunications costs.

SUBCONTRACTED AND OTHER SERVICES EXPENSES
Subcontracted and other services  expenses  decreased 4.3% from $41.7 million in
the  third  quarter  of 1999 to  $40.0  million  in the  third  quarter  of 2000
primarily related to a reduction in customer acquisition services  subcontracted
to third parties.

OPERATING, SELLING AND ADMINISTRATIVE EXPENSES
Operating,  selling and administrative expenses decreased $1.3 million, or 0.6%,
to $205.6  million in the nine  months  ended  September  30,  2000 from  $206.9
million  in the nine  months  ended  September  30,  1999.  As a  percentage  of
revenues,  operating,  selling and administrative expenses decreased to 35.6% in
the first nine months of 2000 from 38.9% in the first nine months of 1999.  This
decrease  reflects the increased  leveraging of overhead through revenue growth,
improved expense controls, and expenses in the second quarter of 1999 related to
re-engineering  costs in the Company's  United Kingdom  operations and severance
and consolidation costs in the Asia Pacific region.

ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES
In May 2000, the Company formed a strategic partnership with Bellsystem24, Inc.,
Japan's  largest  comprehensive   marketing  agency.  Under  the  terms  of  the
partnership,  Bellsystem24  will provide  services and support for the Company's
clients  in Japan,  and the  Company  will  provide  services  and  support  for
Bellsystem24's clients in the United States. In connection with the formation of
the  partnership,   the  Company   restructured  its  operations  in  Japan  and
transferred  its  existing  Japanese  business  to  Bellsystem24.  In the second
quarter,  the Company recorded a $3.5 million asset impairment and restructuring
charge,   or  $2.0  million  net  of  tax,   related  to  the  transaction  with
Bellsystem24.

In the third quarter of 1999, the Company recorded an asset  impairment  expense
of $9.6 million primarily related to the write down of capitalized  software and
related technology assets.

OPERATING INCOME
Operating  income  increased  329.0% to $27.4  million in the nine months  ended
September  30, 2000 from $6.4  million in the nine months  ended  September  30,
1999. Excluding the aforementioned  asset impairment and restructuring  expenses
in the  second  quarter  of 2000 and third  quarter  of 1999,  operating  income
increased 93.3% to $30.9 million in the nine months ended September 30, 2000 and
operating margin increased from 3.0% in the nine months ended September 30, 1999
to 5.4% in the nine months ended September 30, 2000.

INTEREST EXPENSE, NET
Interest expense, net of interest income,  increased to $9.5 million in the nine
months  ended  September  30, 2000 from $9.4  million in the nine  months  ended
September 30, 1999. This increase was primarily due to higher interest rates.

                                       16
<PAGE>

INCOME TAX EXPENSE  Income tax expense for the nine months ended  September  30,
2000 was $7.5  million  compared  to $2.6  million  for the  nine  months  ended
September  30, 1999.  Income tax expense as a percentage  of income before taxes
and minority  interest was 43.0% for the nine months ended  September  30, 2000.
The difference  between the Company's income tax rate of 43.0% and the statutory
U.S.  Federal  rate of 35% is  primarily  due to  non-deductible  goodwill,  net
operating  losses in certain  foreign  subsidiaries  for which no tax benefit is
recognized and U.S. state and local income taxes.

NET INCOME (LOSS)
For the reasons  discussed  above,  net income  increased to $9.1 million in the
nine months  ended  September  30, 2000 from a loss of $5.7  million in the nine
months  ended   September  30,  1999.   Excluding  the  asset   impairment   and
restructuring  expenses  recorded  in the  second  quarter of 2000 and the third
quarter of 1999, and the related tax effect,  net income  increased $8.5 million
to $11.1 million for the nine months ended September 30, 2000.

LIQUIDITY AND CAPITAL RESOURCES:
--------------------------------

Cash provided by operating  activities  was $48.4 million  during the nine-month
period ended  September 30, 2000. This was primarily the result of income before
depreciation,  amortization and asset impairment and  restructuring  expenses of
$46.1 million and a decrease of $11.0 million in trade  accounts  receivable and
other assets, which was partially offset by a decrease in trade accounts payable
of $9.5 million.  Although accounts  receivable  decreased during the period, as
the Company  continues to grow it  anticipates  that  accounts  receivable  will
increase in future periods,  requiring  increased  working capital.  The Company
purchased  $18.6  million of property  and  equipment  in the nine months  ended
September  30, 2000.  The Company  anticipates  that capital  expenditures  will
increase in the fourth  quarter to support the growth of its business;  however,
total capital expenditures in 2000 are currently  anticipated to be less than in
1999.  The Company  used $45.2  million to repay debt in the nine  months  ended
September 30, 2000.

The  Company  has  historically  used  equity  capital,   funds  generated  from
operations,  leases of property and  equipment,  senior  subordinated  notes and
borrowings under credit facilities with banks to finance business  acquisitions,
capital  expenditures and working capital  requirements.  On April 11, 2000, the
Company  secured a $75 million  five-year  senior secured credit  facility which
provides  funding in U.S.  dollars,  British pounds sterling and euros,  thereby
allowing the Company to  consolidate  its U.S.  and  European  bank lines into a
single multi-borrower, multi-currency facility. The new facility includes lender
pre-approval to increase the size of the facility to $100 million. In connection
with securing this  facility,  the Company  terminated  its existing $50 million
long-term  credit  facility and various  lines of credit which were used to fund
local operations in British pounds sterling and euros. The funds available under
the new facility  are  approximately  equal to the total of the funds  available
under the  facilities,  which were  terminated.  The  obligations of the Company
under  the  new  facility  have  been  guaranteed  by  the  Company's   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 the  Company's  shares in such  subsidiaries  and certain
other foreign  subsidiaries.  The facility contains certain financial  covenants
and certain  restrictions on, among other things, the Company's ability to incur
additional debt, pay dividends or make certain other restricted  payments,  make
certain investments, and sell assets or 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 September 30, 2000, the unused line of credit relating
to this facility was $73.1 million.  The Company  believes that funds  generated
from  operations,  exiting  cash,  leases of property  and  equipment  and funds
available under its credit  facilities will be sufficient to finance its current
operations,  planned capital expenditures and growth for the foreseeable future.
Future acquisitions, if any, may require additional debt or equity financing.

QUARTERLY RESULTS AND SEASONALITY
---------------------------------

The Company has  experienced  and  expects to continue to  experience  quarterly
variations  in its  results  of  operations  principally  due to the  timing  of
clients'  customer   relationship   management   initiatives  and  teleservicing
campaigns,  revenue mix,  and the timing of  additional  operating,  selling and
administrative  expenses to support new business.  The Company also  experiences
periodic  fluctuations  related  to both  the  start-up  costs  associated  with
expansion and the implementation of new contracts or services. In addition,  the
Company's  business  tends to be  slower  in the  third  quarter  due to  summer
holidays  in Europe  and, to a lesser  degree,  in the first  quarter due to the
changeover of client  marketing  strategies that often occur at the beginning of
the year.

                                       17
<PAGE>

EFFECTS OF INFLATION
--------------------

Inflation has not had a significant effect on the Company's operations. However,
there can be no assurance that inflation will not have a material  effect on the
Company's operations in the future.

ACCOUNTING PRONOUNCEMENTS
-------------------------

Statement of Financial  Accounting  Standards  ("SFAS") No. 138,  Accounting for
Certain  Derivative  Investments and Certain Hedging  Activities,  was issued in
June 2000. 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.  These  standards are  effective  for all fiscal  quarters of fiscal
years  beginning  after June 15, 2000.  The Company  anticipates  adopting these
accounting  pronouncements  in  the  first  quarter  2001;  however,  management
believes they will not have a significant  impact on the Company's  consolidated
financial statements.

In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin  ("SAB") No. 101,  Revenue  Recognition in Financial  Statements.  This
pronouncement is effective,  as amended by SAB Nos. 101A and 101B, no later than
the  quarter  beginning  October  1,  2000.  The  Company  is in the  process of
evaluating the guidance for revenue recognition provided by SAB No. 101 and will
report the impact of  adoption,  if any, as a  cumulative  effect of a change in
accounting.

FORWARD-LOOKING STATEMENTS
--------------------------

This Form 10-Q contains forward-looking statements within the meaning of Section
27A of the  Securities  Act and Section 21E of the Exchange Act. All  statements
other than statements of historical facts included in this Form 10-Q,  including
without limitation those regarding the Company's  financial  position,  business
strategy,  projected  costs and plans and  objectives of  management  for future
operations,  are  forward-looking  statements.  The words  "believe",  "expect",
"seek", "intend", "should", "will", "plan", "anticipate" and similar expressions
in this Form 10-Q  identify  forward-looking  statements.  Such  forward-looking
statements  so  identified  include,  without  limitation,  statements as to the
Company's  expectations regarding quarterly variations and periodic fluctuations
in results of operations,  growth in accounts  receivable and associated working
capital needs, increased capital expenditures to support growth of the business,
and anticipated timing for adoption of accounting  pronouncements and associated
impact on the financial statements.  All forward-looking statements in this Form
10-Q speak only as of the date the  statement  is made.  The Company  assumes no
obligation to update any such  forward-looking  statement.  Although the Company
believes that the expectations reflected in such forward-looking  statements are
reasonable,  there can be no assurance that such  expectations  will prove to be
correct.  Because  forward-looking  statements  involve risks and uncertainties,
future events and actual  results could differ  materially  from those set forth
in,  contemplated  by or underlying the  forward-looking  statements.  Important
factors that could cause actual results to differ  materially from the Company's
expectations may include,  but are not limited to, the following,  many of which
are  outside  the  Company's  control:  reliance  on major  clients,  conditions
affecting clients' industries,  clients' budgets and plans, unanticipated labor,
contract  or  technical  difficulties,  delays  in  ramp  up of  services  under
contracts,  reliance  on major  subcontractors  and  strategic  partners,  risks
associated with managing a global business,  fluctuations in operating  results,
reliance on  telecommunications  and computer  technology,  dependence  on labor
force,  risks  associated  with the  Company's  acquisition  strategy,  industry
regulation, general and local economic conditions,  competitive pressures in the
Company's   industry,   foreign   currency  risks,   the  effects  of  leverage,
restrictions  imposed  by the  terms  of  indebtedness,  and  dependence  on key
personnel  and control by  management.  The  Company's  Form 10-K,  10-Q and 8-K
reports  filed  with the  Securities  and  Exchange  Commission  describe  other
important factors that may impact the Company's  business,  results of operation
and financial condition and cause actual results to differ materially from those
set forth in, contemplated by or underlying the forward-looking  statements. All
subsequent  written  and oral  forward-looking  statements  attributable  to the
Company or persons  acting on behalf of the Company are  expressly  qualified in
their entirety by this paragraph.

                                       18
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The Company is exposed to market  risks  associated  primarily  with  changes in
foreign currency exchange rates. The Company has 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.  The Company  entered into certain hedging  transactions  during 1999 and
2000  designed to hedge  foreign  currency  exchange  risk; however, the amounts
involved were not material.


                                       19
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES


PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

        (a)      Exhibits:
                 ---------

                 10.1  Consulting Agreement with DreamField Partners, Inc.

                 10.2  Amendment No. 2 to SITEL Corporation 1999 Stock Incentive
                       Plan

                 27    Financial Data Schedule

         (b) Reports on Form 8-K. The Company did not file a Form 8-K during the
         quarter for which this report is filed.

                                       20
<PAGE>
                                    SIGNATURE

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


Date:  November 14, 2000             SITEL Corporation


                                     By:  /s/ W. Gar Richlin
                                          -------------------------------------
                                          W. Gar Richlin
                                          Executive Vice-President and Chief
                                          Financial Officer
                                          (Principal Financial Officer)


                                       21
<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

EXHIBITS INDEX:

          10.1   Consulting Agreement with DreamField Partners, Inc.

          10.2   Amendment No. 2 to SITEL Corporation 1999 Stock Incentive Plan

          27     Financial Data Schedule

                                       22