================================================================================
                                  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 MARCH 31, 2002

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 APRIL 30, 2002

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

<PAGE>
                       SITEL CORPORATION AND SUBSIDIARIES

                                TABLE OF CONTENTS



                                                                            PAGE
PART I - FINANCIAL INFORMATION

  Item 1 - Financial Statements

           Consolidated Condensed Statements of Income........................ 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............................................................12
           General Business Risks, Critical Accounting Policies and Estimates.12
           Results of Operations..............................................14
           Financial Condition and Liquidity..................................16
           Other Matters......................................................17


  Item 3 - Quantitative and Qualitative Disclosures About Market Risk.........18


PART II - OTHER INFORMATION

  Item 5 - Other Information..................................................18

  Item 6 - Exhibits and Reports on Form 8-K...................................18

  Signature...................................................................19


<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       SITEL CORPORATION AND SUBSIDIARIES
             CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  THREE MONTHS ENDED
                                                                       MARCH 31,
                                                               2002                2001
                                                          ------------         -----------
                                                        (in thousands, except per share data)
<S>                                                       <C>                  <C>
REVENUES                                                  $  193,032           $  184,004
-------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses              112,016              101,629
   Subcontracted and other services expenses                  11,593                9,290
   Operating, selling and administrative expenses             61,760               68,593
-------------------------------------------------------------------------------------------
   Total operating expenses                                  185,369              179,512
-------------------------------------------------------------------------------------------

OPERATING INCOME                                               7,663                4,492
-------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Interest expense, net                                      (2,731)              (2,850)
   Equity in earnings (loss) of subsidiary                       335                  (37)
   Other expense, net                                           (188)                (106)
-------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST               5,079                1,499

Income tax expense (benefit)                                   1,981               (9,185)
Minority interest                                                360                   54
-------------------------------------------------------------------------------------------
NET INCOME                                                $    2,738           $   10,630
===========================================================================================

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
   Basic                                                      74,218               72,205
   Diluted                                                    74,313               74,262

INCOME PER COMMON SHARE:
   Basic                                                  $     0.04           $     0.15
   Diluted                                                $     0.04           $     0.14
</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)
                                                                 MARCH 31,         DECEMBER 31,
                                                                   2002                2001
                                                              -------------       --------------
                                                              (in thousands, except share data)
<S>                                                            <C>                  <C>
ASSETS
   CURRENT ASSETS:
     Cash and cash equivalents                                 $    14,430          $    22,156
     Trade accounts receivable (net of allowance
       for doubtful accounts of
       $5,206 and $5,208, respectively)                            143,756              129,180
     Prepaid expenses                                                6,760                6,200
     Deferred income taxes                                           5,106                6,358
     Other assets                                                    6,909                7,133
-------------------------------------------------------------------------------------------------
     Total current assets                                          176,961              171,027
-------------------------------------------------------------------------------------------------
   PROPERTY AND EQUIPMENT, NET                                      91,030               91,293
-------------------------------------------------------------------------------------------------
   OTHER ASSETS:
     Goodwill, net                                                  72,271               73,216
     Deferred income taxes                                           9,649                9,398
     Other assets                                                   10,515               10,532
-------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                   $   360,426          $   355,466
=================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Current portion of capital lease obligations              $     1,944          $     2,366
     Trade accounts payable                                         26,804               25,068
     Income taxes payable                                            4,022                4,087
     Deferred income taxes                                             729                  717
     Accrued wages, salaries and bonuses                            30,546               26,014
     Accrued operating expenses                                     34,600               34,953
     Deferred revenue and other                                      4,866                5,145
-------------------------------------------------------------------------------------------------
     Total current liabilities                                     103,511               98,350

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt                                                100,000              100,000
     Capital lease obligations, excluding current portion            6,581                7,040
     Deferred compensation                                           1,635                1,755
     Deferred income taxes                                             883                  533
-------------------------------------------------------------------------------------------------
     Total liabilities                                             212,610              207,678
-------------------------------------------------------------------------------------------------
   MINORITY INTERESTS                                                7,969                7,748
-------------------------------------------------------------------------------------------------

   STOCKHOLDERS' EQUITY:
     Common stock, voting, $.001 par value
       200,000,000 shares authorized,
       74,354,768 and 74,357,579 shares
       issued and outstanding, respectively                             74                   74
     Paid-in capital                                               168,724              168,731
     Accumulated other comprehensive loss                          (29,087)             (26,148)
     Retained earnings (accumulated deficit)                           354               (2,369)
     Less treasury stock, at cost                                     (218)                (248)
-------------------------------------------------------------------------------------------------
     Total stockholders' equity                                    139,847              140,040
-------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                     $   360,426          $   355,466
=================================================================================================
</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>
                                                                       THREE MONTHS ENDED
                                                                            MARCH 31,
                                                                     2002                2001
                                                                -------------        -------------
                                                                         (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                              <C>                  <C>
   Net income                                                    $     2,738          $    10,630
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
     Depreciation and amortization                                     8,420               10,328
     Loss on disposal of assets                                           36                   --
     Provision for deferred income taxes                               1,363               (9,148)
     Deferred compensation                                              (167)                  --
     Changes in operating assets and liabilities:
       Trade accounts receivable                                     (14,918)             (13,777)
       Other assets                                                     (803)                 346
       Trade accounts payable                                          1,857               (1,499)
       Other liabilities                                               3,527                1,308
---------------------------------------------------------------------------------------------------
   Net cash provided by (used in) operating activities                 2,053               (1,812)
---------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of property and equipment                                (8,546)             (15,163)
   Proceeds from sales of property and equipment                          --                   31
   Increase in other assets                                               --               (1,429)
---------------------------------------------------------------------------------------------------
   Net cash used in investing activities                              (8,546)             (16,561)
---------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                                            --                 (191)
   Borrowings on debt                                                 13,500               36,038
   Repayments of debt                                                (13,500)             (22,546)
   Repayments of capital lease obligations                              (639)              (1,160)
   Common stock issued, net of expenses                                   --                   94
   Treasury stock (purchases) reissuances, net                            30                 (245)
   Other                                                                  --                  (49)
---------------------------------------------------------------------------------------------------
   Net cash provided by (used in) in financing activities               (609)              11,941
---------------------------------------------------------------------------------------------------
Effect of exchange rates on cash                                        (624)              (1,387)
---------------------------------------------------------------------------------------------------
NET DECREASE IN CASH                                                  (7,726)              (7,819)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        22,156               19,897
---------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         $    14,430          $    12,078
===================================================================================================
</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 a leading global provider of outsourced  customer  support  services.  We
specialize   in  the  design,   implementation,   and   operation   of  complex,
multi-channel contact centers. We support the Customer  Relationship  Management
(CRM) strategies of large corporations 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 professional services for both outsourced
and  internal  contact  centers.  We serve  clients  primarily  in the  consumer
products,  financial services,  insurance,  telecommunications,  technology, and
utilities industries.

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  generally 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, 2001 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, 2001.

GOODWILL, NET
In June 2001,  the  Financial  Accounting  Standards  Board 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.

We adopted the  provisions of SFAS No. 142 as of January 1, 2002. As a result of
the adoption of this  standard,  we stopped  amortizing  our goodwill  effective
January 1, 2002, which means that we have not recorded any goodwill amortization
expense in our  Consolidated  Statements  of Income for the three  months  ended
March 31, 2002 and we will not record such amortization in the remainder of 2002
and in future years.

Total goodwill amortization expense in the three months ended March 31, 2001 was
$0.9  million.  If we had adopted the  provisions  of SFAS No. 142 on January 1,
2001, our net income would have been $11.5 million,  or $0.15 per share, for the
three months ended March 31, 2001.

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

We have not yet evaluated whether or not we will have any impairment  charges in
our  consolidated  financial  statements  in  2002  that  may  result  from  the
impairment  test that is  required  upon  adoption  of this  statement.  We will
measure  impairment,  if any, by comparing the carrying  values of our reporting
units to their  estimated fair values,  and will recognize an impairment loss if
the carrying value of any reporting unit exceeds its estimated fair value.

ASSET IMPAIRMENT
In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived  Assets.  We adopted the
provisions of SFAS No. 144 effective  January 1, 2002.  Under this standard,  we
monitor  events and changes in  circumstances  that may require us to review the
carrying value of our long-lived  assets.  We assess the  recoverability  of our
long-lived assets based on estimated  undiscounted  future operating cash flows.
Our assessment of the  recoverability  of our long-lived assets will be impacted
if estimated future operating cash flows are not achieved.

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

NOTE 2. COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) was:

o    ($0.2) million for the three months ended March 31, 2002, and
o    $3.4 million for the three months ended March 31, 2001.

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

NOTE 3.  ASSET IMPAIRMENT AND RESTRUCTURING EXPENSES

In June 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 reduced  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  $26.2  million of asset
impairment and restructuring  charges, or $24.6 million after tax. Approximately
$16.9 million of these charges are liabilities  that we have paid or will pay in
cash.  At  March  31,  2002,  we had  paid  approximately  $8.3  million  of the
liabilities  of which $1.5 million was paid during the first quarter of 2002. We
have  classified  the remaining  $8.6 million of unpaid  liabilities  as accrued
operating expenses in our March 31, 2002 Consolidated Balance Sheet. The charges
also included $9.3 million of asset  write-downs that we recorded as a reduction
of fixed assets.

The components of the restructuring charges are:

                                     ACCRUAL                   ACCRUAL
                                    BALANCE AT                BALANCE AT
                            2001    DECEMBER 31,               MARCH 31,
                          CHARGES     2001         PAYMENTS      2002
--------------------------------------------------------------------------
                                         (in millions)
Severance                  $ 5.0      $ 0.9         $  0.3     $  0.6
Facility closure
   or reduction             11.0        8.5            1.1        7.4
Other                        0.9        0.7            0.1        0.6
--------------------------------------------------------------------------
Subtotal                   $16.9      $10.1         $  1.5     $  8.6
Asset write-downs            9.3
----------------------------------
Total                      $26.2
==================================

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

NOTE 4. 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  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  and  Comprehensive  Income
     (Loss) for the three months ended March 31, 2002 and 2001,
o    Condensed  Consolidating  Balance Sheets at March 31, 2002 and December 31,
     2001, and
o    Condensed Consolidating Statements of Cash Flows for the three months ended
     March 31, 2002 and 2001.

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                         AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended March 31, 2002                    PARENT     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS  CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $  99,515     $  12,036       $ 82,136        $   (655)  $   193,032
--------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses       57,016         6,136         48,864              --       112,016
   Subcontracted and other services expenses           9,466           654          1,473              --        11,593
   Operating, selling and administrative expenses     30,257         3,081         29,077            (655)       61,760
--------------------------------------------------------------------------------------------------------------------------
Total operating expenses                              96,739         9,871         79,414            (655)      185,369
--------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                2,776         2,165          2,722              --         7,663
--------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Interest income (expense), net                     (2,737)           87            (55)            (26)       (2,731)
   Equity in earnings (loss) of subsidiary             2,165         1,795            335          (3,960)          335
   Other income (expense), net                             5            --           (219)             26          (188)
--------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                            (567)        1,882             61          (3,960)       (2,584)
--------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
   MINORITY INTEREST                                   2,209         4,047          2,783          (3,960)        5,079

Income tax expense                                       445           811            725              --         1,981
Minority interest                                         97            --            263              --           360
--------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $   1,667     $   3,236       $  1,795        $ (3,960)  $     2,738
==========================================================================================================================

Currency translation adjustment                       (2,939)       (5,130)        (8,020)         13,150        (2,939)
--------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $  (1,272)    $  (1,894)      $ (6,225)       $  9,190   $      (201)
==========================================================================================================================
</TABLE>
                                       6

<PAGE>

NOTE 4. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

               CONDENSED CONSOLIDATING STATEMENT OF INCOME (LOSS)
                         AND COMPREHENSIVE INCOME (LOSS)
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended March 31, 2001                    PARENT     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS  CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>             <C>        <C>
REVENUES                                           $ 102,111     $  10,376       $ 71,997        $   (480)  $   184,004
--------------------------------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
   Direct labor and telecommunications expenses       55,790         5,962         39,877              --       101,629
   Subcontracted and other services expenses           7,540           546          1,204              --         9,290
   Operating, selling and administrative expenses     33,669         2,497         32,907            (480)       68,593
--------------------------------------------------------------------------------------------------------------------------
Total operating expenses                              96,999         9,005         73,988            (480)      179,512
--------------------------------------------------------------------------------------------------------------------------

OPERATING INCOME (LOSS)                                5,112         1,371         (1,991)             --         4,492
--------------------------------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
   Interest expense, net                                (2,549)       (109)          (192)             --        (2,850)
   Equity in earnings (loss) of subsidiary            (2,011)       (2,781)           (37)          4,792           (37)
   Other expense, net                                     (6)           --           (100)             --          (106)
--------------------------------------------------------------------------------------------------------------------------
Total other income (expense)                          (4,566)       (2,890)          (329)          4,792        (2,993)
--------------------------------------------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAXES AND
   MINORITY INTEREST                                     546        (1,519)        (2,320)          4,792         1,499

Income tax expense (benefit)                         (10,084)          492            407              --        (9,185)
Minority interest                                         --            --             54              --            54
--------------------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)                                  $  10,630     $  (2,011)      $ (2,781)       $  4,792   $    10,630
==========================================================================================================================

Currency translation adjustment                       (7,193)       (7,070)        (6,966)         14,036        (7,193)
--------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS)                        $   3,437     $  (9,081)      $ (9,747)       $ 18,828   $     3,437
==========================================================================================================================
</TABLE>
                                       7
<PAGE>
NOTE 4. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                      CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
At March 31, 2002                                    PARENT     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>           <C>            <C>
ASSETS
   CURRENT ASSETS:
     Cash and cash equivalents                     $       26    $    3,435      $  10,969     $       --     $  14,430
     Trade accounts receivable, net                   109,383         5,222         56,388        (27,237)      143,756
     Prepaid expenses and other
       current assets                                   6,593            47         12,135             --        18,775
--------------------------------------------------------------------------------------------------------------------------
     Total current assets                             116,002         8,704         79,492        (27,237)      176,961
--------------------------------------------------------------------------------------------------------------------------

   PROPERTY AND EQUIPMENT, NET                         30,888         2,475         57,667             --        91,030
--------------------------------------------------------------------------------------------------------------------------

   OTHER ASSETS:
     Goodwill, net                                     19,601            --         52,670             --        72,271
     Deferred income taxes                              6,100            --          3,549             --         9,649
     Other assets                                       7,476            72          2,967             --        10,515
     Investments in subsidiaries                      128,841       109,246             --       (238,087)           --
     Notes receivable, intercompany                        --        14,040         10,581        (24,621)           --
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                       $  308,908    $  134,537      $ 206,926     $ (289,945)    $ 360,426
==========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Current portion of capital
       lease obligations                           $    1,374    $       --      $     570     $       --     $   1,944
     Trade accounts payable                            15,448         3,288         35,305        (27,237)       26,804
     Accrued expenses and other
       current liabilities                             30,868         2,408         41,487             --        74,763
--------------------------------------------------------------------------------------------------------------------------
     Total current liabilities                         47,690         5,696         77,362        (27,237)      103,511

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt                                   100,000            --             --             --       100,000
     Capital lease obligations,
       excluding current portion                        1,187            --          5,394             --         6,581
     Notes payable, intercompany                       10,581            --         14,040        (24,621)           --
     Deferred compensation                              1,635            --             --             --         1,635
     Deferred income taxes                                 --            --            883             --           883
--------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                161,093         5,696         97,679        (51,858)      212,610
--------------------------------------------------------------------------------------------------------------------------

MINORITY INTERESTS                                      1,728            --          6,241             --         7,969
--------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY                                  146,087       128,841        103,006       (238,087)      139,847
--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $  308,908    $  134,537      $ 206,926     $ (289,945)    $ 360,426
==========================================================================================================================
</TABLE>
                                       8
<PAGE>

NOTE 4. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                      CONDENSED CONSOLIDATING BALANCE SHEET
<TABLE>
<CAPTION>

                                                                  GUARANTOR    NONGUARANTOR
At December 31, 2001                                 PARENT     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS  CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                                <C>           <C>             <C>           <C>           <C>
ASSETS
CURRENT ASSETS:
     Cash and cash equivalents                     $   6,814     $   2,202       $ 13,140      $       --    $  22,156
     Trade accounts receivable, net                   90,744         4,061         54,466         (20,091)     129,180
     Prepaid expenses and other
       current assets                                  8,237            13         11,441              --       19,691
--------------------------------------------------------------------------------------------------------------------------
     Total current assets                            105,795         6,276         79,047         (20,091)     171,027
--------------------------------------------------------------------------------------------------------------------------

   PROPERTY AND EQUIPMENT, NET                        31,729         2,266         57,298              --       91,293
--------------------------------------------------------------------------------------------------------------------------

   OTHER ASSETS:
     Goodwill, net                                    19,576            --         53,640              --       73,216
     Deferred income taxes                             6,099            --          3,299              --        9,398
     Other assets                                      7,771            72          2,689              --       10,532
     Investments in subsidiaries                     127,978       110,511             --        (238,489)          --
     Notes receivable, intercompany                       --        14,086         10,804         (24,890)          --
--------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS                                       $ 298,948     $ 133,211       $206,777      $ (283,470)   $ 355,466
==========================================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
   CURRENT LIABILITIES:
     Current portion of capital
       lease obligations                           $   1,668     $      --       $    698      $       --    $   2,366
     Trade accounts payable                            5,176         3,745         36,238         (20,091)      25,068
     Accrued expenses and other
       current liabilities                            30,345         1,488         39,083              --       70,916
--------------------------------------------------------------------------------------------------------------------------
     Total current liabilities                        37,189         5,233         76,019         (20,091)      98,350

   LONG-TERM DEBT AND OTHER LIABILITIES:
     Long-term debt, excluding current portion       100,000            --             --              --      100,000
     Capital lease obligations,
       excluding current portion                       1,412            --          5,628              --        7,040
     Notes payable, intercompany                      10,804            --         14,086         (24,890)          --
     Deferred compensation                             1,755            --             --              --        1,755
     Deferred income taxes                                --            --            533              --          533
--------------------------------------------------------------------------------------------------------------------------
     Total liabilities                               151,160         5,233         96,266         (44,981)     207,678
--------------------------------------------------------------------------------------------------------------------------

   MINORITY INTERESTS                                     --            --          7,748              --        7,748
--------------------------------------------------------------------------------------------------------------------------

   STOCKHOLDERS' EQUITY                              147,788       127,978        102,763        (238,489)     140,040
--------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY         $ 298,948     $ 133,211       $206,777      $ (283,470)   $ 355,466
==========================================================================================================================
</TABLE>
                                       9
<PAGE>

NOTE 4. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended March 31, 2002                    PARENT     SUBSIDIARIES   SUBSIDIARIES    ELIMINATIONS  CONSOLIDATED
-------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                             <C>             <C>            <C>              <C>           <C>
NET CASH PROVIDED BY (USED IN)
 OPERATING ACTIVITIES                           $     (4,692)   $     (115)    $     6,860      $      --     $    2,053
-------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in subsidiaries                           840         2,188             --          (3,028)           --
   Purchases of property and equipment                (3,858)           --         (4,688)             --        (8,546)
-------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     investing activities                             (3,018)        2,188         (4,688)         (3,028)       (8,546)
-------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Borrowings on debt                                 13,500            --             --              --        13,500
   Repayments of debt                                (13,500)           --             --              --       (13,500)
   Repayments of capital lease obligations              (517)                        (122)             --          (639)
   Net capital contribution from parent                   --          (840)        (2,188)          3,028            --
   Net borrowings and payments on
     intercompany balances                             1,409            --         (1,409)             --            --
   Treasury stock reissuances                             30            --             --              --            30
-------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     financing activities                                922          (840)        (3,719)          3,028          (609)
-------------------------------------------------------------------------------------------------------------------------

Effect of exchange rates on cash                          --            --           (624)             --          (624)
-------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                       (6,788)        1,233         (2,171)             --        (7,726)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         6,814         2,202         13,140              --        22,156
-------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                $      26     $   3,435       $ 10,969       $      --   $    14,430
=========================================================================================================================
</TABLE>
                                       10
<PAGE>

NOTE 4. SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION (CONTINUED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  GUARANTOR    NONGUARANTOR
Three Months Ended March 31, 2001                    PARENT     SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS    CONSOLIDATED
--------------------------------------------------------------------------------------------------------------------------
                                                                              (in thousands)
<S>                                             <C>             <C>            <C>              <C>           <C>
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                          $     (3,626)   $    4,753     $   (2,939)      $      --     $    (1,812)
--------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in subsidiaries                          (987)       (4,925)            --           5,912              --
   Purchases of property and equipment                (5,539)         (130)        (9,494)             --         (15,163)
   Proceeds from sales of property and equipment           1            --             30              --              31
   Increase in other assets                              138            --         (1,567)             --          (1,429)
--------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     investing activities                             (6,387)       (5,055)       (11,031)          5,912         (16,561)
--------------------------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayments of notes payable                            --            --           (191)             --            (191)
   Borrowings on debt                                 30,000            --          6,038              --          36,038
   Repayments of debt                                (21,500)           --         (1,046)             --         (22,546)
   Repayments of capital lease obligations              (641)           --           (519)             --          (1,160)
   Net capital contribution from parent                   --           987          4,925          (5,912)             --
   Net borrowings and payments on
     intercompany balances                            (2,492)           --          2,492              --              --
   Common stock issued, net of expenses                   94            --             --              --              94
   Treasury stock purchases, net of reissuances         (245)           --             --              --            (245)
   Other                                                 (49)           --             --              --             (49)
--------------------------------------------------------------------------------------------------------------------------
   Net cash provided by (used in)
     financing activities                              5,167           987         11,699          (5,912)          11,941
--------------------------------------------------------------------------------------------------------------------------

Effect of exchange rates on cash                          --            --         (1,387)             --          (1,387)
--------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH                       (4,846)          685         (3,658)             --          (7,819)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD         4,970         1,730         13,197              --          19,897
--------------------------------------------------------------------------------------------------------------------------
CASH AND EQUIVALENTS, END OF PERIOD                $     124     $   2,415       $  9,539       $      --     $    12,078
==========================================================================================================================
</TABLE>
                                       11
<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 a leading global provider of outsourced  customer  support  services.  We
specialize   in  the  design,   implementation,   and   operation   of  complex,
multi-channel contact centers. We support the Customer  Relationship  Management
(CRM) strategies of large corporations 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
professional services for both outsourced and internal contact centers. We serve
clients  primarily  in the consumer  products,  financial  services,  insurance,
telecommunications, technology, and utilities industries.

In  Management's  Discussion  and  Analysis,  we provide  information  about our
general business risks,  critical accounting policies and estimates,  results of
operations,  financial  condition  and  liquidity,  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,  which  present the results of our  operations  for the three  months
ended March 31, 2002 and 2001,  and are  summarized on the following  pages.  We
analyze and explain the  differences  between  periods for the components of net
income in the following sections.  Our analysis is important in making decisions
about your investment in SITEL Corporation.
--------------------------------------------------------------------------------

GENERAL BUSINESS RISKS, CRITICAL ACCOUNTING POLICIES AND ESTIMATES

GENERAL BUSINESS RISKS
----------------------
Our business success depends on our ability to efficiently  deploy our human and
capital resources in the delivery of services to our clients.  Consequently, the
needs of our  clients  may  significantly  impact  our  results  of  operations,
financial condition, and liquidity.

Our results of operations  and operating  cash flows may vary with periodic wins
and  losses  of  client  contracts  and with  changes  in the  scope  of  client
requirements.  Our top 20 clients  accounted  for 67.8% of our  revenues  in the
first quarter of 2002, and include three independently managed business units of
General Motors Corporation. These General Motors business units were responsible
for 24.4% of our total  revenues for the first  quarter of 2002. We did not have
any other  clients  under  common  control that  generated  more than 10% of our
revenues. The financial failure of any of our significant clients or the loss of
any or all of their  business  could  have an  adverse  impact on our  operating
results.

Our liquidity,  including our ability to comply with restrictive debt covenants,
may be adversely affected if we were to lose a significant client or as a result
of  significant  changes  in  client  demand  if we are  unable  to  efficiently
re-deploy our human and capital resources.

In the  following  sections,  we also  discuss the  importance  of our  critical
accounting  policies and the use of accounting  estimates,  and their  potential
impacts  on  our  results  of  operations.

CRITICAL ACCOUNTING POLICIES
----------------------------
Our significant accounting policies and practices are described in Note 1 to the
Consolidated  Financial Statements,  which are included in our Form 10-K for the
year  ended  December  31,  2001.  Of those  policies,  we have  identified  the
following to be critical accounting policies because they are the most important
to the portrayal of our results of operations and financial condition,  and they
require management's most difficult, subjective, or complex judgments:

o    estimates  of  uncollectible  trade  accounts  receivable  to  determine an
     allowance for doubtful accounts,
o    estimates of the useful lives for property and equipment, and
o    estimates of future taxable income that is required to support the carrying
     value of  deferred  tax  assets  and  estimates  of the  related  valuation
     allowance.

TRADE ACCOUNTS RECEIVABLE
We  report  our trade  accounts  receivable  net of an  allowance  for  doubtful
accounts,   which  represents  management's  estimates  of  the  amount  of  our
receivables that may not be collectible, net of recoveries of amounts previously
written off. These  estimates are based on a detailed aging analysis of accounts
receivable,  historical bad debts, client credit-worthiness,  and changes in our
client payment terms.  The financial  condition of our clients may  deteriorate,
which may require us to increase our allowance for doubtful  accounts.  We would
record an increase in the allowance for doubtful accounts as operating, selling,
and

                                       12
<PAGE>

administrative  expense in our  Consolidated  Statements of Income,  which would
reduce our results of operations.  Our accounts  receivable balance at March 31,
2002 was $143.8  million,  net of an  allowance  for  doubtful  accounts of $5.2
million.

PROPERTY, EQUIPMENT, AND GOODWILL
We record property and equipment at cost, and calculate  depreciation  using the
straight-line  method over the estimated useful lives of the assets, which range
from 3 to 20 years. We amortize leasehold  improvements and assets under capital
leases on a  straight-line  basis  over the  shorter  of the  lease  term or the
estimated useful life of the asset.

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived  Assets.  We adopted the
provisions of SFAS No. 144 effective  January 1, 2002.  Under this standard,  we
monitor  events and changes in  circumstances  that may require us to review the
carrying value of our long-lived  assets.  We assess the  recoverability  of our
long-lived assets based on estimated  undiscounted  future operating cash flows.
Our assessment of the  recoverability  of our long-lived assets will be impacted
if estimated future operating cash flows are not achieved.

Goodwill  represents  the  difference  between  the  purchase  price  we paid in
acquisitions, using the purchase method of accounting, and the fair value of the
net assets we acquired.  Goodwill as of March 31, 2002 was $72.3 million, net of
accumulated amortization of $18.6 million.

In June 2001,  the  Financial  Accounting  Standards  Board 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.

We adopted the  provisions of SFAS No. 142 as of January 1, 2002. As a result of
the adoption of this  standard,  we stopped  amortizing  our goodwill  effective
January 1, 2002, which means that we have not recorded any goodwill amortization
expense in our  Consolidated  Statements  of Income for the three  months  ended
March 31, 2002 and we will not record such amortization in the remainder of 2002
and in future years.

Total goodwill amortization expense in the three months ended March 31, 2001 was
$0.9  million.  If we had adopted the  provisions  of SFAS No. 142 on January 1,
2001, our net income would have been $11.5 million,  or $0.15 per share, for the
three months ended March 31, 2001.

We have not yet evaluated whether or not we will have any impairment  charges in
our  consolidated  financial  statements  in  2002  that  may  result  from  the
impairment  test that is  required  upon  adoption  of this  statement.  We will
measure  impairment,  if any, by comparing the carrying  values of our reporting
units to their  estimated fair values,  and will recognize an impairment loss if
the carrying value of any reporting unit exceeds its estimated fair value.

DEFERRED INCOME TAXES
We must report some of our revenues and expenses  differently  for our financial
statements  than we do for income tax  purposes.  The future tax  effects of the
differences  in  these  items,   as  well  as  operating  loss  and  tax  credit
carryforwards,  are  reported  as  deferred  tax  assets or  liabilities  in our
Consolidated Balance Sheets.

We assess the  likelihood  that our deferred  tax assets will be recovered  from
future estimated  taxable income.  To the extent we believe that recovery is not
likely, we establish  valuation  allowances to reduce the deferred tax assets to
the amount that is more likely than not to be  realized.  The net  deferred  tax
asset as of March 31, 2002 was $14.8  million,  net of a valuation  allowance of
$39.4 million.

Significant  management  judgment  is  required  in  determining  any  valuation
allowance recorded against our deferred tax assets. We have recorded a valuation
allowance of $39.4 million as of March 31, 2002, due to uncertainties related to
our ability to utilize some of our deferred tax assets before they expire. These
assets consist of tax amortization in excess of book amortization related to the
acquisition  of a business  and  certain  net  operating  losses and foreign tax
credits carried  forward.  The valuation  allowance is based on our estimates of
future  taxable income by  jurisdiction  in which we operate and the period over
which our deferred tax assets can be recovered. In the event that actual results
differ from these estimates or we revise these  estimates in future periods,  we
may need to adjust the valuation  allowance  which could  materially  impact our
financial position and results of operations.

USE OF ACCOUNTING ESTIMATES
---------------------------
Management makes estimates and assumptions when preparing  financial  statements
under generally accepted accounting principles 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.

                                       13
<PAGE>

RESULTS OF OPERATIONS  FOR THE THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE
SAME PERIOD OF 2001

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 in more detail.  We describe our general business risks,  critical
accounting  policies,  and estimates that are important to our operating results
on the previous pages. Please refer to that discussion as you read this section.

OVERVIEW
--------
We summarize  our net income and net income per common share - diluted,  and the
impacts of special items, in the following tables:
<TABLE>
<CAPTION>
NET INCOME                                           NET INCOME PER COMMON SHARE-DILUTED
<S>                            <C>         <C>       <C>                             <C>        <C>
Three Months Ended March 31,     2002      2001      Three Months Ended March 31,      2002     2001
-------------------------------------------------    ------------------------------------------------
                                 (in millions)
Net income before                                    Net income per share
   special items               $  2.7      $  1.7      before special items           $ 0.04    $ 0.02
Goodwill amortization expense,                       Goodwill amortization expense,
   after tax                       --        (0.9)     after tax                         --      (0.01)
Tax benefit expected to                              Tax benefit expected
   to be realized                                      to be realized
   in future years                 --         9.8      in future years                   --       0.13
--------------------------------------------------   --------------------------------------------------
Net income                     $  2.7      $ 10.6    Net income per share             $ 0.04    $ 0.14
==================================================   ==================================================
</TABLE>
We had net income of $2.7 million, or $0.04 per share, in the three months ended
March 31, 2002, compared to net income of $10.6 million,  or $0.14 per share, in
the first  quarter of 2001.  Excluding  the  special  items  noted in the tables
above,  we had net income of $1.7  million,  or $0.02 per  share,  for the three
months ended March 31, 2001.  Net income in the first quarter of 2002,  compared
to net income  before  special  items in the first  quarter  of 2001,  increased
mostly due to a 4.9%  increase  in  revenues  and lower  operating,  selling and
administrative  expenses,  offset  partially  by  increases  in direct labor and
telecommunications  expense and  subcontracted  and other services  expense.  We
describe  the  factors  affecting  our  operating  results in more detail in the
following section.

COMPONENTS OF NET INCOME
------------------------
The   following   table    summarizes   our   income   statement   data   on   a
percentage-of-revenue basis.
<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31,
                                                        ----------------------------------------------
                                                               2002                       2001
                                                        ------------------          ------------------
                                                            $          %                $         %
                                                        ---------  -------          ---------  -------
                                                                             (in thousands)
<S>                                                    <C>         <C>            <C>           <C>
REVENUES                                               $  193,032  100.0%         $  184,004    100.0%
-------------------------------------------------------------------------------------------------------

Direct labor and telecommunications expenses              112,016   58.0%            101,629     55.2%
Subcontracted and other services expenses                  11,593    6.0%              9,290      5.1%
Operating, selling and administrative expenses             61,760   32.0%             68,593     37.3%
-------------------------------------------------------------------------------------------------------
OPERATING INCOME                                            7,663    4.0%              4,492      2.4%

Interest expense, net                                      (2,731)  (1.4%)            (2,850)    (1.6%)
Equity in earnings (loss) of subsidiary                       335    0.1%                (37)    (0.0%)
Other expense, net                                           (188)  (0.1%)              (106)    (0.0%)
-------------------------------------------------------------------------------------------------------
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST            5,079    2.6%              1,499      0.8%

Income tax expense (benefit)                                1,981    1.0%             (9,185)    (5.0%)
Minority interest                                             360    0.2%                 54      0.0%
-------------------------------------------------------------------------------------------------------
NET INCOME                                             $    2,738    1.4%         $   10,630      5.8%
=======================================================================================================
</TABLE>
                                       14
<PAGE>
REVENUES
Revenues increased $9.0 million,  or 4.9%, in the first quarter of 2002 compared
to the same period of 2001.  The changes in  revenues by  geographic  region are
shown in the following table:

Three Months                             $          %
Ended March 31,      2002       2001   Change    Change
----------------------------------------------------------
                           (in millions)
North America      $  123.3  $  117.4   $  5.9      5.0%
Europe                 48.5      53.0     (4.5)    (8.5%)
Asia Pacific            6.3       5.7      0.6     10.5%
Latin America          14.9       7.9      7.0     88.6%
----------------------------------------------------------
Totals             $  193.0  $  184.0   $  9.0      4.9%
----------------------------------------------------------

Latin  America  revenues  increased  primarily  due to work we performed for new
clients in Mexico.  The increase in North America was primarily  attributable to
additional  customer  care  services we provided to a number of our large global
clients,  and to a lesser extent,  higher risk management service revenues which
were partially offset by a reduction in customer acquisition services.  Revenues
decreased  in Europe  mostly due to reduced  business  with  certain  clients in
Central Europe and Spain.

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 revenues.

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 $10.4 million, or 10.2%,
in the  first  quarter  of 2002  compared  to the  same  period  of  2001.  As a
percentage of revenues,  direct labor and telecommunications  expenses increased
from 55.2% in the first  quarter of 2001 to 58.0% in the first  quarter of 2002.
This increase was primarily due to lower revenue per direct labor hour which has
not been offset by reduced direct labor costs.

SUBCONTRACTED AND OTHER SERVICES EXPENSES
Subcontracted  and other services  expenses include services provided to clients
through   subcontractors  and  through  our  India  joint  venture,   and  other
out-of-pocket expenses. Subcontracted and other services expenses increased $2.3
million,  or 24.8%,  in the first quarter of 2002 compared to the same period of
2001.  The increase in these expenses was mostly due to  subcontracted  expenses
paid to our India joint venture as we began  serving  clients from that facility
during the third quarter of 2001.

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 $6.8 million, or 10.0%,
in the first  quarter of 2002  compared  to the same  period of 2001.  Excluding
goodwill  amortization  expense of $0.9 million from the first  quarter of 2001,
operating,  selling and administrative expenses decreased $5.9 million, or 8.7%.
The  decline in these  expenses  was mostly due to our  restructuring  plan that
began at the end of the second  quarter of 2001.  As a  percentage  of revenues,
operating, selling and administrative expenses decreased from 36.8% in the first
quarter of 2001, excluding goodwill  amortization expense, to 32.0% in the first
quarter of 2002.

OPERATING INCOME
Operating income increased $3.2 million,  or 70.6%, in the first quarter of 2002
compared to the same period of 2001. Excluding goodwill  amortization expense of
$0.9 million from the first quarter of 2001,  operating  income  increased  $2.2
million,  or 41.4%,  in the first quarter of 2002 compared to the same period of
2001. As a percentage of revenues,  operating  income increased from 3.0% in the
first quarter of 2001, excluding goodwill  amortization  expense, to 4.0% in the
first quarter of 2002 due to the factors discussed above.

INTEREST EXPENSE, NET
Interest  expense,  net of  interest  income,  was  about  the same in the first
quarter of 2002 as it was in the first quarter of 2001.

INCOME TAX EXPENSE (BENEFIT)
We  recorded  income tax  expense of $2.0  million in the first  quarter of 2002
compared to an income tax benefit of $9.2 million in the first  quarter of 2001.
This change was primarily  the result of a $9.8 million net deferred  income tax
benefit we recorded in the first  quarter of 2001 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.

Our first  quarter  2002 income tax  expense as a  percentage  of income  before
income taxes and minority interest was 39%. The difference between this rate and
the statutory U.S. Federal rate of 34% was primarily due to net operating losses
in certain non-U.S.  subsidiaries  for which no tax benefit was recognized,  and
U.S. state and local income taxes.

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<PAGE>

FINANCIAL CONDITION AND LIQUIDITY

In this  section,  we discuss our  financial  condition  and  liquidity  and the
factors affecting them. We separately discuss cash flows, capital resources, and
contractual obligations and commitments. We describe our general business risks,
critical accounting policies,  and estimates that are important to our financial
condition and liquidity earlier in this report.  Please refer to that discussion
as you read this section.

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.

Three Months Ended March 31,           2002        2001
---------------------------------------------------------
                                        (in thousands)
NET CASH PROVIDED BY (USED IN):
   Operating activities            $  2,053    $ (1,812)
   Investing activities              (8,546)    (16,561)
   Financing activities                (609)     11,941

2002
In the first quarter of 2002, we had income before depreciation and amortization
of $11.2  million,  a $3.5  million  increase in other  liabilities,  and a $1.9
million  increase in trade accounts  payable,  which were partially  offset by a
$14.9 million increase in trade receivables.

In the first quarter of 2002, we used cash for investing  activities to purchase
$8.5 million of property and equipment.

In the first  quarter of 2002,  we used cash for  financing  activities to repay
$0.6 million of capital lease obligations.

2001
In the first quarter of 2001, we had income before depreciation and amortization
of $21.0  million,  which was more than  offset by a $13.8  million  increase in
trade  receivables  and a $9.1  million  reduction  in our  deferred  income tax
provision.  The  decrease in our deferred  income tax  provision  was  primarily
attributable  to the $9.8  million  deferred  income tax asset we recorded  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.

In the first quarter of 2001, we used cash for  investing  activities  mostly to
purchase $15.2 million of property and  equipment,  and we invested $1.2 million
in a joint venture in India.

In the first quarter of 2001,  cash provided by financing  activities  came from
$13.5 million of net borrowings under our revolving credit facility.

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 $50 million senior secured credit facility that expires in April 2003,
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 March 31,  2002,  we had $50.0  million of
available borrowings under this 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.   We  generally  estimate  our  capital
expenditures  will be $5 to $8 million per  quarter  excluding  any  significant
expansion of contact center capacity.  We estimate that our capital expenditures
for the  second  quarter  of 2002 will  range  from $10 to $13  million.  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  December  31,  2001,  we had
repurchased a total of 171,800 shares at a total cost of $0.3 million. No shares
have been purchased in 2002. Our

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<PAGE>

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.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS
---------------------------------------
We summarize various contractual obligations and commitments in the Notes to our
Consolidated  Financial Statements in our Report on Form 10-K for the year ended
December 31, 2001. These contractual obligations and commitments include:

o    $100.0 million of long-term debt as shown in our Consolidated Balance Sheet
     at March 31, 2002,
o    $8.5  million of capital  lease  obligations  as shown in our  Consolidated
     Balance Sheet at March 31, 2002, and
o    operating  lease  obligations  for  property  and certain  equipment  under
     noncancelable  operating lease arrangements,  which expire at various dates
     through 2015.

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  generally 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.

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 2001,  the  Financial  Accounting  Standards  Board 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.

We adopted the  provisions of SFAS No. 142 as of January 1, 2002. As a result of
the adoption of this  standard,  we stopped  amortizing  our goodwill  effective
January 1, 2002, which means that we have not recorded any goodwill amortization
expense in our  Consolidated  Statements  of Income for the three  months  ended
March 31, 2002 and we will not record such amortization in the remainder of 2002
and in future years.

Total goodwill amortization expense in the three months ended March 31, 2001 was
$0.9  million.  If we had adopted the  provisions  of SFAS No. 142 on January 1,
2001, our net income would have been $11.5 million,  or $0.15 per share, for the
three months ended March 31, 2001.

We have not yet evaluated whether or not we will have any impairment  charges in
our  consolidated  financial  statements  in  2002  that  may  result  from  the
impairment  test that is  required  upon  adoption  of this  statement.  We will
measure  impairment,  if any, by comparing the carrying  values of our reporting
units to their  estimated fair values,  and will recognize an impairment loss if
the carrying value of any reporting unit exceeds its estimated fair value.

In October 2001, the Financial  Accounting  Standards Board also issued SFAS No.
144,  Accounting for the Impairment or Disposal of Long-Lived Assets. We adopted
the  provisions of SFAS No. 144 effective  January 1, 2002. The adoption of this
standard did not impact our consolidated financial statements.

                                       17
<PAGE>

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 three  months  ended  March 31,  2002,  our  average
borrowings  under  our bank  credit  facility  were $0.9  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.
--------------------------------------------------------------------------------

PART II - OTHER INFORMATION

ITEM 5. OTHER INFORMATION

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  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,
o    dependency on credit availability,
o    restrictions imposed by the terms of indebtedness, and
o    dependence on key personnel and control by management.

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.

                                       18
<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:    May 14, 2002                 By  /s/   James E. Stevenson, Jr.
                                             --------------------------------
                                                JAMES E. STEVENSON, JR.
                                                Chief Financial Officer
                                             (Duly Authorized Officer and
                                             Principal Financial Officer)

                                       19