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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

|             |  |                                                                                        
|------------ |  | ---------------------------------------------------------------------------------------
|CHECK IN BOX |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|             |  |                                                                                        

For the Quarterly Period Ended September 30, 2001

OR

|         |  |                                                                                         
|-------- |  | ----------------------------------------------------------------------------------------
|EMPTYBOX |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to

Commission File Number: 333-49821

MSX International, Inc.
(Exact name of registrant as specified in its charter)

|                                          |  |                                     
|----------------------------------------- |  | ------------------------------------
|Delaware                                  |  | 38-3323099                          
|(State or other jurisdiction              |  | (I.R.S. Employer Identification No.)
|of incorporation or organization)         |  |                                     
|                                         
|275 Rex Boulevard, Auburn Hills, Michigan |  | 48326                               
|(Address of principal executive offices)  |  | (Zip Code)                          

(248) 299-1000
(Registrants telephone number, including area code)

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



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TABLE OF CONTENTS



|                                                  |                                                                                               |                                                                                                                                               |  |  |  |  |  | 
|------------------------------------------------- | --------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|Part I. Financial Information                    
|                                                  | Item 1. Financial Statements                                                                 
|                                                  |                                                                                               | Consolidated Balance Sheets as of September 30, 2001 (Unaudited) and December 31, 2000                                                       
|                                                  |                                                                                               | Consolidated Statements of Operations (Unaudited) for the fiscal quarters and fiscal nine-months ended September 30, 2001 and October 1, 2000
|                                                  |                                                                                               | Consolidated Statements of Cash Flows (Unaudited) for the fiscal nine-months ended September 30, 2001 and October 1, 2000                    
|                                                  |                                                                                               | Notes to Consolidated Financial Statements(Unaudited)                                                                                        
|                                                  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Part II. Other Information                       
|                                                  | Item 6. Exhibits and Reports on Form 8-K                                                     
|Signature                                        
|First Amendment to Amended/Restated Credit Agrmnt



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MSX INTERNATIONAL, INC.

INDEX

|                             |                                                                                              |                                                                                                                                               |    |       |   | 
|---------------------------- | -------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------- | -- | ----- | - | 
|                             |                                                                                              |                                                                                                                                               |    | Pages |  
|                             |                                                                                              |                                                                                                                                               |    |       |  
|PART I.FINANCIAL INFORMATION |                                                                                              |                                                                                                                                               |    |      
|                            
|
|                             | ITEM 1.Financial Statements:                                                                 |                                                                                                                                               |    |       |  
|                            
|
|                             |                                                                                              | Consolidated Balance Sheets as of September 30, 2001 (Unaudited) and
December 31, 2000                                                        |    |       | 2 | 
|                            
|
|                             |                                                                                              | Consolidated Statements of Operations (Unaudited) for the Fiscal Quarters and Fiscal Nine-months
Ended September 30, 2001 and October 1, 2000 |    |       | 3 | 
|                            
|
|                             |                                                                                              | Consolidated Statements of Cash Flows (Unaudited) for the Fiscal Nine-months
Ended September 30, 2001 and October 1, 2000                     |    |       | 4 | 
|                            
|
|                             |                                                                                              | Notes to Consolidated Financial Statements (Unaudited)                                                                                        |    |       | 5 | 
|                            
|
|                             | ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                                                                               |    | 15    |  
|                            
|
|PART II.OTHER INFORMATION    |                                                                                              |                                                                                                                                               |    |      
|                            
|
|                             | ITEM 6. Exhibits and Reports on Form 8-K                                                     |                                                                                                                                               |    | 17    |  
|                            
|
|SIGNATURE                    |                                                                                              |                                                                                                                                               | 18 |      

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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

MSX INTERNATIONAL, INC.

CONSOLIDATED BALANCE SHEETSas of September 30, 2001 and December 31, 2000

|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |         |         |  
|---------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------ | -------------------- | ------------------------------------------- | ------- | ---------------------- | ------- | ------- | ------------ | ------- | ------- | -
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         | September 30,          |         |         |              |         |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         | 2001                   |         |         | December 31, |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         | (Unaudited)            |         |         | 2000         |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         | (dollars in thousands) |        
|ASSETS                                                                                               |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |        
|Current assets:                                                                                      |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |        
|                                                                                                     | Cash and cash equivalents                                                                                                                                                                              |              | $                    | 3,728                                       |         |                        | $       | 4,686   |             
|                                                                                                     | Accounts receivable, net (Note 3)                                                                                                                                                                      |              |                      | 287,244                                     |         |                        |         | 317,458 |             
|                                                                                                     | Inventory                                                                                                                                                                                              |              |                      | 7,173                                       |         |                        |         | 7,464   |             
|                                                                                                     | Prepaid expenses and other assets                                                                                                                                                                      |              |                      | 10,627                                      |         |                        |         | 8,578   |             
|                                                                                                     | Deferred income taxes, net                                                                                                                                                                             |              |                      | 3,576                                       |         |                        |         | 3,209   |             
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                       
|                                                                                                     |                                                                                                                                                                                                        |              | Total current assets |                                             |         | 312,348                |         |         |              | 341,395 |        
|Property and equipment, net                                                                          |                                                                                                                                                                                                        |              | 42,235               |                                             |         |                        | 40,959  |        
|Goodwill and other intangibles, net of accumulated amortization
of $16,071 and $11,395, respectively |                                                                                                                                                                                                        |              | 171,734              |                                             |         |                        | 172,091 |        
|Other assets                                                                                         |                                                                                                                                                                                                        |              | 24,963               |                                             |         |                        | 18,774  |        
|Deferred income taxes, net                                                                           |                                                                                                                                                                                                        |              | 5,309                |                                             |         |                        | 3,810   |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |        
|                                                                                                     |                                                                                                                                                                                                        | Total assets |                      | $                                           | 556,589 |                        |         | $       | 577,029      |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                       
|LIABILITIES AND SHAREHOLDERS DEFICIT                                                                |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |        
|Current liabilities:                                                                                 |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |        
|                                                                                                     | Notes payable and current portion of long-term debt (Note 4)                                                                                                                                           |              | $                    | 19,370                                      |         |                        | $       | 13,170  |             
|                                                                                                     | Accounts payable and book overdrafts                                                                                                                                                                   |              |                      | 149,265                                     |         |                        |         | 176,569 |             
|                                                                                                     | Accrued payroll and benefits                                                                                                                                                                           |              |                      | 20,575                                      |         |                        |         | 30,561  |             
|                                                                                                     | Other accrued liabilities                                                                                                                                                                              |              |                      | 61,225                                      |         |                        |         | 71,017  |             
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                       
|                                                                                                     |                                                                                                                                                                                                        |              |                      | Total current liabilities                   |         |                        | 250,435 |         |              |         | 291,317 |  
|Long-term debt (Note 4)                                                                              |                                                                                                                                                                                                        |              | 268,583              |                                             |         |                        | 253,676 |        
|Long-term deferred compensation liabilities and other                                                |                                                                                                                                                                                                        |              | 11,656               |                                             |         |                        | 10,406  |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |        
|                                                                                                     | Total liabilities                                                                                                                                                                                      |              |                      | 530,674                                     |         |                        |         | 555,399 |             
|Minority interests                                                                                   |                                                                                                                                                                                                        |              | 1,411                |                                             |         |                        | 1,092   |        
|Redeemable Series A Preferred Stock (Note 5)                                                         |                                                                                                                                                                                                        |              | 36,000               |                                             |         |                        | 36,000  |        
|Shareholders deficit:                                                                               |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |        
|                                                                                                     | Common Stock, $.01 par value, 2,000,000 aggregate shares of
Class A and Class B Common Stock authorized; 20,080,800
and 20,400,600 shares of Class A Common Stock issued and
outstanding, respectively |              |                      | 201                                         |         |                        |         | 204     |             
|                                                                                                     | Additional paid-in-capital                                                                                                                                                                             |              |                      | (21,769                                     | )       |                        |         | (21,705 | )           
|                                                                                                     | Note receivable from officer                                                                                                                                                                           |              |                      | (3,000                                      | )       |                        |         | (3,000  | )           
|                                                                                                     | Accumulated other comprehensive loss (Note 6)                                                                                                                                                          |              |                      | (13,447                                     | )       |                        |         | (15,641 | )           
|                                                                                                     | Retained earnings                                                                                                                                                                                      |              |                      | 26,519                                      |         |                        |         | 24,680  |             
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      | Total shareholders deficit                 |         |                        | (11,496 | )       |              |         | (15,462 | )
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                        |         |         |              |        
|                                                                                                     |                                                                                                                                                                                                        |              |                      | Total liabilities and shareholders deficit |         | $                      | 556,589 |         |              | $       | 577,029 |  
|                                                                                                     |                                                                                                                                                                                                        |              |                      |                                             |         |                       

The accompanying notes are an integral part of the consolidated financial statements

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MSX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)for the fiscal quarters and fiscal nine-months ended September 30, 2001 and October 1, 2000

|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |        |  |   |         |         | 
|---------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | - | -------------------- | ------ | ---------- | ------------------------ | -------------- | ------ | ---- | ---------- | ------- | ------ |  | - | ------- | ------- | 
|                                                                             |                                                                                               |   | Fiscal Quarter Ended |        |            | Fiscal Nine-months Ended |               
|                                                                             |                                                                                               |   |                      |        |            |                          |               
|                                                                             |                                                                                               |   | September 30,        |        | October 1, |                          | September 30,  |        |      | October 1, |        
|                                                                             |                                                                                               |   | 2001                 |        |            | 2000                     |                |        | 2001 |            |         | 2000   | 
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |        | 
|                                                                             |                                                                                               |   |                      |        |            |                          | (in thousands) |        |      |            |         |       
|Net sales (Note 7)                                                           |                                                                                               | $ | 213,906              |        |            | $                        | 256,732        |        |      | $          | 712,464 |        |  | $ | 774,209 |        
|Cost of sales                                                                |                                                                                               |   | 187,945              |        |            |                          | 220,294        |        |      |            | 621,814 |        |  |   | 664,012 |        
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |       
|                                                                             | Gross profit                                                                                  |   |                      | 25,961 |            |                          |                | 36,438 |      |            |         | 90,650 |  |   |         | 110,197 | 
|Selling, general and administrative expenses                                 |                                                                                               |   | 18,571               |        |            |                          | 20,208         |        |      |            | 58,499  |        |  |   | 61,937  |        
|Amortization of goodwill and other intangibles                               |                                                                                               |   | 1,548                |        |            |                          | 1,563          |        |      |            | 4,660   |        |  |   | 4,063   |        
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |       
|                                                                             | Operating income                                                                              |   |                      | 5,842  |            |                          |                | 14,667 |      |            |         | 27,491 |  |   |         | 44,197  | 
|Interest expense, net                                                        |                                                                                               |   | 6,856                |        |            |                          | 7,706          |        |      |            | 21,340  |        |  |   | 22,276  |        
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |       
|                                                                             | Income (loss) before income taxes,
minority interests, and equity in net
losses of affiliates |   |                      | (1,014 | )          |                          |                | 6,961  |      |            |         | 6,151  |  |   |         | 21,921  | 
|Income tax provision (benefit)                                               |                                                                                               |   | (405                 | )      |            |                          | 3,063          |        |      |            | 2,556   |        |  |   | 9,213   |        
|Less minority interests and equity in net losses
of affiliates, net of taxes |                                                                                               |   | 507                  |        |            |                          | 206            |        |      |            | 1,257   |        |  |   | 672     |        
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |       
|                                                                             | Net income (loss)                                                                             |   | $                    | (1,116 | )          |                          | $              | 3,692  |      |            | $       | 2,338  |  |   | $       | 12,036  | 
|                                                                             |                                                                                               |   |                      |        |            |                          |                |        |      |            |         |       

The accompanying notes are an integral part of the consolidated financial statements

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MSX INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)for the fiscal nine-months ended September 30, 2001 and October 1, 2000

|                                                                     |                                                                                   |                                                           |         |                          |         |   |            |         |        |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------------------------- | ------- | ------------------------ | ------- | - | ---------- | ------- | ------ | -
|                                                                     |                                                                                   |                                                           |         | Fiscal Nine-months Ended |        
|                                                                     |                                                                                   |                                                           |         |                          |        
|                                                                     |                                                                                   |                                                           |         | September 30,            |         |   | October 1, |        
|                                                                     |                                                                                   |                                                           |         | 2001                     |         |   | 2000       |        
|                                                                     |                                                                                   |                                                           |         |                          |         |   |            |        
|                                                                     |                                                                                   |                                                           |         | (in thousands)           |        
|Cash flows from operating activities:                                |                                                                                   |                                                           |         |                          |         |   |            |        
|                                                                     | Net income                                                                        |                                                           | $       | 2,338                    |         |   | $          | 12,036  |       
|                                                                     | Adjustments to reconcile net income to net cash
provided by operating activities: |                                                           |         |                          |         |   |            |         |       
|                                                                     |                                                                                   | Minority interests and equity in net losses of affiliates |         |                          | 1,257   |   |            |         | 672    |  
|                                                                     |                                                                                   | Depreciation                                              |         |                          | 12,352  |   |            |         | 12,881 |  
|                                                                     |                                                                                   | Amortization                                              |         |                          | 5,497   |   |            |         | 4,865  |  
|                                                                     |                                                                                   | Deferred taxes                                            |         |                          | (1,866  | ) |            |         | 4,954  |  
|                                                                     |                                                                                   | (Gain) loss on sale/disposal of property and equipment    |         |                          | 46      |   |            |         | (204   | )
|                                                                     |                                                                                   | Decrease in receivables, net                              |         |                          | 30,284  |   |            |         | 10,273 |  
|                                                                     |                                                                                   | Decrease in inventory                                     |         |                          | 291     |   |            |         | 254    |  
|                                                                     |                                                                                   | Increase in prepaid expenses and other assets             |         |                          | (2,050  | ) |            |         | (2,497 | )
|                                                                     |                                                                                   | Increase (decrease) in current liabilities                |         |                          | (40,586 | ) |            |         | 1,985  |  
|                                                                     |                                                                                   | Other, net                                                |         |                          | (918    | ) |            |         | (130   | )
|                                                                     |                                                                                   |                                                           |         |                          |         |   |           
|Net cash provided by operating activities                            |                                                                                   |                                                           | 6,645   |                          |         |   | 45,089     |        
|                                                                     |                                                                                   |                                                           |         |                          |         |   |           
|Cash flows from investing activities:                                |                                                                                   |                                                           |         |                          |         |   |            |        
|                                                                     | Capital expenditures                                                              |                                                           |         | (13,905                  | )       |   |            | (12,686 | )     
|                                                                     | Acquisition of businesses, net of cash acquired                                   |                                                           |         | (16,132                  | )       |   |            | (60,648 | )     
|                                                                     | Proceeds from sale/disposal of equipment                                          |                                                           |         | 147                      |         |   |            | 2,299   |       
|                                                                     | Other, net                                                                        |                                                           |         | 44                       |         |   |            | 610     |       
|                                                                     |                                                                                   |                                                           |         |                          |         |   |           
|Net cash used for investing activities                               |                                                                                   |                                                           | (29,846 | )                        |         |   | (70,425    | )      
|                                                                     |                                                                                   |                                                           |         |                          |         |   |           
|Cash flows from financing activities:                                |                                                                                   |                                                           |         |                          |         |   |            |        
|                                                                     | Proceeds from issuance of debt                                                    |                                                           |         |                         |         |   |            | 25,000  |       
|                                                                     | Repayment of debt                                                                 |                                                           |         | (3,938                   | )       |   |            | (2,856  | )     
|                                                                     | Debt issuance costs                                                               |                                                           |         | (28                      | )       |   |            | (243    | )     
|                                                                     | Changes in revolving debt, net                                                    |                                                           |         | 25,046                   |         |   |            | 3,799   |       
|                                                                     | Changes in book overdraft, net                                                    |                                                           |         | (778                     | )       |   |            | 3,055   |       
|                                                                     | Repurchase of common stock                                                        |                                                           |         | (4,178                   | )       |   |            |        |       
|                                                                     | Sale of common stock                                                              |                                                           |         | 3,612                    |         |   |            |        |       
|                                                                     |                                                                                   |                                                           |         |                          |         |  
|Net cash provided by financing activities                            |                                                                                   |                                                           | 19,736  |                          |         |   | 28,755     |        
|                                                                     |                                                                                   |                                                           |         |                          |         |  
|Effect of foreign exchange rate changes on cash and cash equivalents |                                                                                   |                                                           | 2,507   |                          |         |   | (6,463     | )      
|                                                                     |                                                                                   |                                                           |         |                          |         |  
|Cash and cash equivalents:                                           |                                                                                   |                                                           |         |                          |         |   |            |        
|                                                                     | Decrease for the period                                                           |                                                           |         | (958                     | )       |   |            | (3,044  | )     
|                                                                     | Balance, beginning of period                                                      |                                                           |         | 4,686                    |         |   |            | 6,879   |       
|                                                                     |                                                                                   |                                                           |         |                          |         |   |           
|                                                                     | Balance, end of period                                                            |                                                           | $       | 3,728                    |         |   | $          | 3,835   |       
|                                                                     |                                                                                   |                                                           |         |                          |         |  

The accompanying notes are an integral part of the consolidated financial statements

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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)
(dollars in thousands unless otherwise stated)

1. Organization and Basis of Presentation:

The accompanying financial statements present the consolidated assets and
liabilities and results of operations of MSX International, Inc. and its
majority owned subsidiaries (MSXI). MSXI combines innovative people,
standardized processes and todays technologies to deliver a collaborative,
competitive advantage on a global basis. We utilize a 52-53 week fiscal year,
which ends on the Sunday nearest December 31.

All intercompany transactions and balances between majority owned
subsidiaries of MSXI have been eliminated. In the opinion of management, the
accompanying unaudited consolidated financial statements contain all
adjustments, consisting of only normal recurring items, which are necessary for
a fair presentation. The operating results for the fiscal quarters and fiscal
nine-months ended September 30, 2001 and October 1, 2000 are not necessarily
indicative of the results of operations for the entire year. Reference should
be made to the consolidated financial statements and notes thereto included in
our Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
Certain prior year amounts have been reclassified to conform to the
presentation adopted in fiscal 2001.

2. Acquisitions of Businesses:

CSR Acquisition. On February 23, 2000 we acquired the professional
staffing operations of Corporate Staffing Resources, Inc. (the CSR
Acquisition). Specifically, we acquired 100% of the outstanding common stock
of Intranational Computer Consultants, Inc. and Programming Management and
Systems, Inc. and selected assets and liabilities of CMS Management Services
and Ascend. The total purchase price, upon settlement of certain contractual
matters, of about $31.8 million was funded with borrowings under our credit
facility. These companies provide information technology and technical
professional staffing services throughout the United States with combined
historical annual revenues in excess of $57 million. The CSR Acquisition was
accounted for under the purchase method resulting in goodwill of $26.9 million.

The operating results of acquired companies have been included in our
consolidated operating results from the effective date of each acquisition. The
pro forma effects of the CSR Acquisition would not be materially different from
reported results for the periods presented.

The terms of certain of our acquisition agreements provide for additional
contingent consideration to be paid over a period of up to two years if the
acquired entitys future operating results exceed targeted levels. Contingent
consideration is earned when the acquired entitys financial performance grows
in excess of the targeted levels established at the time of acquisition. Such
additional consideration is generally recorded, when earned, as additional
purchase price. In this regard, we recorded additional consideration during
the first nine-months of fiscal 2001, related to prior year acquisitions, which
resulted in additional goodwill capitalization of about $2.1 million.
Additional goodwill is amortized over the remaining amortization period.

3. Accounts Receivable:

Accounts receivable include the portion of our billings for purchasing
support services attributable to services provided by our vendors that are
passed on to our customers. These amounts totaled $72.9 million as of September
30, 2001 and $82.5 million as of December 31, 2000. A corresponding liability
to our vendors for these amounts is recorded in accounts payable at the time
the receivable is recognized.

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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousands unless otherwise stated)

4. Debt:

Debt is comprised of the following:

|                                          |                                |  |                   |           |   |                |           |           |               |   |         |              |  |   |         |         | 
|----------------------------------------- | ------------------------------ |  | ----------------- | --------- | - | -------------- | --------- | --------- | ------------- | - | ------- | ------------ |  | - | ------- | ------- | 
|                                          |                                |  | Interest Rates at |           |   | Outstanding at |          
|                                          |                                |  |                   |           |   |                |          
|                                          |                                |  | September 30,     |           |   | December 31,   |           |           | September 30, |   |         | December 31, | 
|                                          |                                |  | 2001              |           |   | 2000           |           |           | 2001          |   |         | 2000         | 
|                                          |                                |  |                   |           |   |                |           |           |               |   |         |              | 
|Senior subordinated notes                 |                                |  | 11.375            | %         |   |                | 11.375    | %         |               | $ | 130,000 |              |  | $ | 130,000 |        
|Credit facility, as amended and restated: |                                |  |                   |           |   |                |           |           |               |   |         |              |  |   |         |        
|                                          | Revolving line of credit notes |  |                   | 4.67-6.75 | % |                |           | 7.47-9.75 | %             |   |         | 19,438       |  |   |         | 19,964  | 
|                                          | Swingline notes                |  |                   | 5.44-7.50 | % |                |           | 7.53-9.00 | %             |   |         | 28,208       |  |   |         | 7,712   | 
|                                          | Term notes                     |  |                   | 5.10-5.87 | % |                |           | 8.21-9.69 | %             |   |         | 97,312       |  |   |         | 101,250 | 
|Satiz facility                            |                                |  | 4.60              | %         |   |                | 5.73      | %         |               |   | 11,581  |              |  |   | 6,392   |        
|Other debt                                |                                |  | 5.04-7.75         | %         |   |                | 7.50-8.00 | %         |               |   | 1,414   |              |  |   | 1,528   |        
|                                          |                                |  |                   |           |   |                |           |           |               |   |         |              |  |  
|                                          |                                |  |                   |           |   |                |           |           |               |   | 287,953 |              |  |   | 266,846 |        
|Less current portion                      |                                |  |                   |           |   |                |           |           |               |   | 19,370  |              |  |   | 13,170  |        
|                                          |                                |  |                   |           |   |                |           |           |               |   |         |              |  |  
|Total long-term debt                      |                                |  |                   |           |   |                |           |           |               | $ | 268,583 |              |  | $ | 253,676 |        
|                                          |                                |  |                   |           |   |                |           |           |               |   |         |              |  |  

Effective September 30, 2001, our lending group approved the first
amendment to our credit facility. The result of the amendment was to relax
certain financial covenants through the end of fiscal 2002, and to clarify
certain definitions and calculations included in the credit facility.
Specifically, the required ratios of total debt to EBITDA, fixed charge
coverage, and interest coverage were relaxed from their previous levels.
Beginning in the first quarter of fiscal 2003, these ratio requirements will
return to their previous levels. As part of the amendment the applicable
spread over benchmark interest rates, applicable when the ratio of debt to
EBITDA is above certain levels, was increased.

As of September 30, 2001, $47.6 million was outstanding under the
revolving and swingline portions of our credit facility and has been classified
as long-term debt as we have both the ability and intent to refinance such
amounts under the credit facility. The revolving credit portion of our credit
facility expires on December 7, 2004.

5. Redeemable Series A Preferred Stock:

We are authorized to issue up to 1,500,000 shares of Preferred Stock,
divided into two classes: 500,000 shares of Redeemable Series A Preferred
Stock, par value $0.01, and 1,000,000 shares of New Preferred Stock, par value
$0.01. As of September 30, 2001 and December 31, 2000, 360,000 shares of our
Redeemable Series A Preferred Stock are issued and outstanding. Dividends on
preferred stock are payable in cash at a rate per annum equal to 12 percent of
the stated value plus an amount equal to any accrued and unpaid dividends. As
of September 30, 2001, we have not declared or paid any dividends. Dividends
accumulated but not declared totaled about $26.7 million as of September 30,
2001.

6



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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continueddollars in thousands unless otherwise stated)

6. Comprehensive Income:

Our comprehensive income was:

|                                                                             |  |                      |        |   |                          |   |        |               |  |   |            |  |  |   |        |  
|---------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------------------ | - | ------ | ------------- |  | - | ---------- |  |  | - | ------ | -
|                                                                             |  | Fiscal Quarter Ended |        |   | Fiscal Nine-months Ended |  
|                                                                             |  |                      |        |   |                          |  
|                                                                             |  | September 30,        |        |   | October 1,               |   |        | September 30, |  |   | October 1, | 
|                                                                             |  | 2001                 |        |   | 2000                     |   |        | 2001          |  |   | 2000       | 
|                                                                             |  |                      |        |   |                          |   |        |               |  |   |            | 
|Net income (loss)                                                            |  | $                    | (1,116 | ) |                          | $ | 3,692  |               |  | $ | 2,338      |  |  | $ | 12,036 |  
|Other comprehensive income (loss) -
Foreign currency translation
adjustments |  |                      | 3,959  |   |                          |   | (4,572 | )             |  |   | 2,194      |  |  |   | (8,558 | )
|                                                                             |  |                      |        |   |                          |   |        |               |  |   |            | 
|Comprehensive income (loss)                                                  |  | $                    | 2,843  |   |                          | $ | (880   | )             |  | $ | 4,532      |  |  | $ | 3,478  |  
|                                                                             |  |                      |        |   |                          |   |        |               |  |   |            | 

7. Segment Information:

MSXI is a leading, global provider of technology-driven business services
to the automotive and other industries. We group our services into three
service line categories: engineering services, information technology (IT)
and professional staffing services, and business and technology services. Due
to the similar characteristics of our service lines, including the nature of
our service offerings, processes supporting the delivery of our services, our
customers, and our marketing and sales processes, our operations have been
aggregated following the provisions of Statement of Financial Accounting
Standards (SFAS) No. 131 for segment reporting purposes.

The following is a summary of our net sales by service line:

|                                      |  |                      |         |  |                          |   |         |               |  |   |            |  |  |   |         | 
|------------------------------------- |  | -------------------- | ------- |  | ------------------------ | - | ------- | ------------- |  | - | ---------- |  |  | - | ------- | 
|                                      |  | Fiscal Quarter Ended |         |  | Fiscal Nine-months Ended |  
|                                      |  |                      |         |  |                          |  
|                                      |  | September 30,        |         |  | October 1,               |   |         | September 30, |  |   | October 1, | 
|                                      |  | 2001                 |         |  | 2000                     |   |         | 2001          |  |   | 2000       | 
|                                      |  |                      |         |  |                          |   |         |               |  |   |            | 
|Engineering Services                  |  | $                    | 118,511 |  |                          | $ | 139,955 |               |  | $ | 391,456    |  |  | $ | 424,405 | 
|IT and Professional Staffing Services |  |                      | 34,246  |  |                          |   | 49,597  |               |  |   | 122,346    |  |  |   | 137,974 | 
|Business and Technology Services      |  |                      | 61,149  |  |                          |   | 67,180  |               |  |   | 198,662    |  |  |   | 211,830 | 
|                                      |  |                      |         |  |                          |   |         |               |  |   |            | 
|Total net sales                       |  | $                    | 213,906 |  |                          | $ | 256,732 |               |  | $ | 712,464    |  |  | $ | 774,209 | 
|                                      |  |                      |         |  |                          |   |         |               |  |   |            | 

We evaluate performance based on earnings before interest and taxes
(EBIT), including the Michigan Single Business Tax and other similar taxes, as
defined. A reconciliation of consolidated EBIT to consolidated income (loss)
before income taxes, minority interests, and equity in net losses of affiliates
is as follows:

|                                                                                                    |  |                      |        |   |                          |   |        |               |  |   |            |   |  |   |         |  
|--------------------------------------------------------------------------------------------------- |  | -------------------- | ------ | - | ------------------------ | - | ------ | ------------- |  | - | ---------- | - |  | - | ------- | -
|                                                                                                    |  | Fiscal Quarter Ended |        |   | Fiscal Nine-months Ended |  
|                                                                                                    |  |                      |        |   |                          |  
|                                                                                                    |  | September 30,        |        |   | October 1,               |   |        | September 30, |  |   | October 1, |  
|                                                                                                    |  | 2001                 |        |   | 2000                     |   |        | 2001          |  |   | 2000       |  
|                                                                                                    |  |                      |        |   |                          |   |        |               |  |   |            |  
|Total EBIT before minority interests and
equity in net losses of affiliates                         |  | $                    | 7,159  |   |                          | $ | 16,114 |               |  | $ | 31,144     |   |  | $ | 48,422  |  
|Interest expense                                                                                    |  |                      | (6,856 | ) |                          |   | (7,706 | )             |  |   | (21,340    | ) |  |   | (22,276 | )
|Michigan Single Business Tax and other similar
taxes                                                |  |                      | (1,317 | ) |                          |   | (1,447 | )             |  |   | (3,653     | ) |  |   | (4,225  | )
|                                                                                                    |  |                      |        |   |                          |   |        |               |  |   |            |  
|Consolidated income (loss) before taxes, minority
interests, and equity in net losses of affiliates |  | $                    | (1,014 | ) |                          | $ | 6,961  |               |  | $ | 6,151      |   |  | $ | 21,921  |  
|                                                                                                    |  |                      |        |   |                          |   |        |               |  |   |            |  

7



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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousands unless otherwise stated)

8. Recent Accounting Pronouncements:

In June 2001, the Financial Accounting Standards Board issued SFAS No.
141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets,
effective for fiscal years beginning after December 15, 2001. Under the new
rules, goodwill and intangible assets deemed to have indefinite lives will no
longer be amortized but will be subject to annual impairment tests in
accordance with the statements. Other intangible assets will continue to be
amortized over their useful lives. We are currently reviewing the impact of
SFAS Nos. 141 and 142 and will be performing a fair-value analysis at a later
date in connection with the adoption of SFAS No. 142 during the first quarter
of fiscal 2002.

9. Guarantor and Non-Guarantor Subsidiaries:

In connection with our $130 million of senior subordinated notes
outstanding, each of our significant domestic restricted subsidiaries, as
defined in the related bond indenture (the Guarantor Subsidiaries),
irrevocably and unconditionally guarantee MSXIs performance as primary
obligor. The following condensed consolidating financial data provides
information regarding the financial position, results of operations and cash
flows of the Guarantor Subsidiaries as set forth below. Separate financial
statements of the Guarantor Subsidiaries are not presented because management
has determined those would not provide material information to the holders of
the senior subordinated notes.

The Guarantor Subsidiaries account for their investments in the
non-guarantor subsidiaries, if any, on the equity method. The principal
elimination entries are to eliminate the investments in subsidiaries and
intercompany balances and transactions.

8



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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  Continued
(dollars in thousands unless otherwise stated)

9.     Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING BALANCE SHEETas of September 30, 2001

|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |         |         | 
|---------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------- | -------- | -------- | ------- |  | ------------ | ------- | ------- | ------------ | ------ | ------- | ------------ |  | -------- | ------------ | -------- | - | ------- | ------- | ------- | 
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        | Non-    |              |  |          |              |          |   |         |         |        
|                                               |                                                     |                                                      |          | MSXI     |         |  | Guarantor    |         |         | Guarantor    |        |         |              |  |          |              | MSXI     |  
|                                               |                                                     |                                                      |          | (Issuer) |         |  | Subsidiaries |         |         | Subsidiaries |        |         | Eliminations |  |          | Consolidated |         
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |         
|ASSETS                                         |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|Current assets:                                |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|                                               | Cash and cash equivalents                           |                                                      | $        |         |         |  | $            | 342     |         |              | $      | 3,386   |              |  | $        |             |          |   | $       | 3,728   |        
|                                               | Accounts receivable, net                            |                                                      |          | 120      |         |  |              | 169,575 |         |              |        | 117,549 |              |  |          |             |          |   |         | 287,244 |        
|                                               | Inventory                                           |                                                      |          |         |         |  |              | 6,338   |         |              |        | 835     |              |  |          |             |          |   |         | 7,173   |        
|                                               | Prepaid expenses and other assets                   |                                                      |          | 166      |         |  |              | 5,606   |         |              |        | 4,855   |              |  |          |             |          |   |         | 10,627  |        
|                                               | Deferred income taxes, net                          |                                                      |          |         |         |  |              | 3,153   |         |              |        | 423     |              |  |          |             |          |   |         | 3,576   |        
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                               |                                                     | Total current assets                                 |          |          | 286     |  |              |         | 185,014 |              |        |         | 127,048      |  |          |              |         |   |         |         | 312,348 | 
|Property and equipment, net                    |                                                     |                                                      |         |          |         |  | 21,842       |         |         |              | 20,393 |         |              |  |         |              |          |   | 42,235  |        
|Goodwill and other intangibles, net            |                                                     |                                                      |         |          |         |  | 129,928      |         |         |              | 41,806 |         |              |  |         |              |          |   | 171,734 |        
|Investment in subsidiaries                     |                                                     |                                                      | 151,048  |          |         |  | 87,460       |         |         |              | 6,521  |         |              |  | (232,078 | )            |          |   | 12,951  |        
|Other assets                                   |                                                     |                                                      | 5,760    |          |         |  | 5,958        |         |         |              | 294    |         |              |  |         |              |          |   | 12,012  |        
|Deferred income taxes, net                     |                                                     |                                                      | 552      |          |         |  | 891          |         |         |              | 3,866  |         |              |  |         |              |          |   | 5,309   |        
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                               |                                                     | Total assets                                         |          | $        | 157,646 |  |              | $       | 431,093 |              |        | $       | 199,928      |  |          | $            | (232,078 | ) |         | $       | 556,589 | 
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT) |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|Current liabilities:                           |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|                                               | Notes payable and current portion
of long-term debt |                                                      | $        | 6,375    |         |  | $            |        |         |              | $      | 12,995  |              |  | $        |             |          |   | $       | 19,370  |        
|                                               | Accounts payable and book overdrafts                |                                                      |          |         |         |  |              | 107,365 |         |              |        | 41,900  |              |  |          |             |          |   |         | 149,265 |        
|                                               | Accrued liabilities                                 |                                                      |          | 8,000    |         |  |              | 45,494  |         |              |        | 28,306  |              |  |          |             |          |   |         | 81,800  |        
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                               |                                                     | Total current liabilities                            |          |          | 14,375  |  |              |         | 152,859 |              |        |         | 83,201       |  |          |              |         |   |         |         | 250,435 | 
|Long-term debt                                 |                                                     |                                                      | 260,137  |          |         |  |             |         |         |              | 8,446  |         |              |  |         |              |          |   | 268,583 |        
|Intercompany accounts                          |                                                     |                                                      | (141,370 | )        |         |  | 122,528      |         |         |              | 18,842 |         |              |  |         |              |          |   |        |        
|Long-term deferred compensation                |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         |              |          |   |         |        
|                                               | liabilities and other                               |                                                      |          |         |         |  |              | 4,658   |         |              |        | 6,998   |              |  |          |             |          |   |         | 11,656  |        
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                               |                                                     | Total liabilities                                    |          |          | 133,142 |  |              |         | 280,045 |              |        |         | 117,487      |  |          |              |         |   |         |         | 530,674 | 
|Minority interests                             |                                                     |                                                      |         |          |         |  |             |         |         |              | 1,411  |         |              |  |         |              |          |   | 1,411   |        
|Redeemable Series A Preferred Stock            |                                                     |                                                      | 36,000   |          |         |  |             |         |         |              |       |         |              |  |         |              |          |   | 36,000  |        
|Shareholders equity (deficit)                 |                                                     |                                                      | (11,496  | )        |         |  | 151,048      |         |         |              | 81,030 |         |              |  | (232,078 | )            |          |   | (11,496 | )      
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                               |                                                     | Total liabilities and shareholders
equity (deficit) |          | $        | 157,646 |  |              | $       | 431,093 |              |        | $       | 199,928      |  |          | $            | (232,078 | ) |         | $       | 556,589 | 
|                                               |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         

9



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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousand unless otherwise stated)

9. Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING BALANCE SHEETas of December 31, 2000

|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |         |         | 
|----------------------------------------------------- | --------------------------------------------------- | ---------------------------------------------------- | -------- | -------- | ------- |  | ------------ | ------- | ------- | ------------ | ------ | ------- | ------------ |  | -------- | ------------ | -------- | - | ------- | ------- | ------- | 
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        | Non-    |              |  |          |              |          |   |         |         |        
|                                                      |                                                     |                                                      |          | MSXI     |         |  | Guarantor    |         |         | Guarantor    |        |         |              |  |          |              | MSXI     |  
|                                                      |                                                     |                                                      |          | (Issuer) |         |  | Subsidiaries |         |         | Subsidiaries |        |         | Eliminations |  |          | Consolidated |         
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |         
|ASSETS                                                |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|Current assets:                                       |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|                                                      | Cash and cash equivalents                           |                                                      | $        |         |         |  | $            | 569     |         |              | $      | 4,117   |              |  | $        |             |          |   | $       | 4,686   |        
|                                                      | Accounts receivable, net                            |                                                      |          | 171      |         |  |              | 194,128 |         |              |        | 123,159 |              |  |          |             |          |   |         | 317,458 |        
|                                                      | Inventory                                           |                                                      |          |         |         |  |              | 6,142   |         |              |        | 1,322   |              |  |          |             |          |   |         | 7,464   |        
|                                                      | Prepaid expenses and other assets                   |                                                      |          | 262      |         |  |              | 4,837   |         |              |        | 3,479   |              |  |          |             |          |   |         | 8,578   |        
|                                                      | Deferred income taxes, net                          |                                                      |          |         |         |  |              | 2,770   |         |              |        | 439     |              |  |          |             |          |   |         | 3,209   |        
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                                      |                                                     | Total current assets                                 |          |          | 433     |  |              |         | 208,446 |              |        |         | 132,516      |  |          |              |         |   |         |         | 341,395 | 
|Property and equipment, net                           |                                                     |                                                      |         |          |         |  | 19,770       |         |         |              | 21,189 |         |              |  |         |              |          |   | 40,959  |        
|Goodwill and other intangibles, net                   |                                                     |                                                      |         |          |         |  | 132,914      |         |         |              | 39,177 |         |              |  |         |              |          |   | 172,091 |        
|Investment in subsidiaries                            |                                                     |                                                      | 145,970  |          |         |  | 79,309       |         |         |              | 5,523  |         |              |  | (223,333 | )            |          |   | 7,469   |        
|Other assets                                          |                                                     |                                                      | 6,569    |          |         |  | 4,252        |         |         |              | 484    |         |              |  |         |              |          |   | 11,305  |        
|Deferred income taxes, net                            |                                                     |                                                      |         |          |         |  | 1,635        |         |         |              | 2,175  |         |              |  |         |              |          |   | 3,810   |        
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                                      |                                                     | Total assets                                         |          | $        | 152,972 |  |              | $       | 446,326 |              |        | $       | 201,064      |  |          | $            | (223,333 | ) |         | $       | 577,029 | 
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|LIABILITIES AND SHAREHOLDERS EQUITY (DEFICIT)        |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |             
|Current liabilities:                                  |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |          |              |          |   |         |        
|                                                      | Notes payable and current portion
of long-term debt |                                                      | $        | 5,250    |         |  | $            |        |         |              | $      | 7,920   |              |  | $        |             |          |   | $       | 13,170  |        
|                                                      | Accounts payable and book overdrafts                |                                                      |          |         |         |  |              | 126,198 |         |              |        | 50,371  |              |  |          |             |          |   |         | 176,569 |        
|                                                      | Accrued liabilities                                 |                                                      |          | 6,431    |         |  |              | 65,340  |         |              |        | 29,807  |              |  |          |             |          |   |         | 101,578 |        
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                                      |                                                     | Total current liabilities                            |          |          | 11,681  |  |              |         | 191,538 |              |        |         | 88,098       |  |          |              |         |   |         |         | 291,317 | 
|Long-term debt                                        |                                                     |                                                      | 230,554  |          |         |  | 10,196       |         |         |              | 12,926 |         |              |  |         |              |          |   | 253,676 |        
|Intercompany accounts                                 |                                                     |                                                      | (109,801 | )        |         |  | 94,682       |         |         |              | 15,119 |         |              |  |         |              |          |   |        |        
|Long-term deferred compensation
liabilities and other |                                                     |                                                      |         |          |         |  | 3,940        |         |         |              | 6,466  |         |              |  |         |              |          |   | 10,406  |        
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                                      |                                                     | Total liabilities                                    |          |          | 132,434 |  |              |         | 300,356 |              |        |         | 122,609      |  |          |              |         |   |         |         | 555,399 | 
|Minority interests                                    |                                                     |                                                      |         |          |         |  |             |         |         |              | 1,092  |         |              |  |         |              |          |   | 1,092   |        
|Redeemable Series A Preferred Stock                   |                                                     |                                                      | 36,000   |          |         |  |             |         |         |              |       |         |              |  |         |              |          |   | 36,000  |        
|Shareholders equity (deficit)                        |                                                     |                                                      | (15,462  | )        |         |  | 145,970      |         |         |              | 77,363 |         |              |  | (223,333 | )            |          |   | (15,462 | )      
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         
|                                                      |                                                     | Total liabilities and shareholders
equity (deficit) |          | $        | 152,972 |  |              | $       | 446,326 |              |        | $       | 201,064      |  |          | $            | (223,333 | ) |         | $       | 577,029 | 
|                                                      |                                                     |                                                      |          |          |         |  |              |         |         |              |        |         |              |  |         

10



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MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousand unless otherwise stated)

9. Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFor the fiscal quarters ended September 30, 2001 and October 1, 2000

|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |              |        |  |   |         |        |  
|----------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | - | -------- | ------ | - | ------------ | ------- | ------- | ------------ | - | ------- | ------------ | - | - | ------------ | ------ |  | - | ------- | ------ | -
|                                                                        |                                                                                               |   |          |        |   |              | Non-    |         |              |   |         |              |   |   |              |        |  |   |         |       
|                                                                        |                                                                                               |   | MSXI     |        |   | Guarantor    |         |         | Guarantor    |   |         |              |   |   |              | MSXI   | 
|                                                                        |                                                                                               |   | (Issuer) |        |   | Subsidiaries |         |         | Subsidiaries |   |         | Eliminations |   |   | Consolidated |       
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |              |       
|Fiscal Quarter Ended September 30, 2001:                                |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |              |        |  |   |         |       
|Net sales                                                               |                                                                                               | $ |         |        |   | $            | 130,051 |         |              | $ | 87,829  |              |   | $ | (3,974       | )      |  | $ | 213,906 |       
|Cost of sales                                                           |                                                                                               |   |         |        |   |              | 109,683 |         |              |   | 82,236  |              |   |   | (3,974       | )      |  |   | 187,945 |       
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Gross profit                                                                                  |   |          |       |   |              |         | 20,368  |              |   |         | 5,593        |   |   |              |       |  |   |         | 25,961 |  
|Selling, general and administrative expenses                            |                                                                                               |   |         |        |   |              | 12,592  |         |              |   | 5,979   |              |   |   |             |        |  |   | 18,571  |       
|Amortization of goodwill and other intangibles                          |                                                                                               |   |         |        |   |              | 1,168   |         |              |   | 380     |              |   |   |             |        |  |   | 1,548   |       
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Operating income                                                                              |   |          |       |   |              |         | 6,608   |              |   |         | (766         | ) |   |              |       |  |   |         | 5,842  |  
|Interest income (expense), net                                          |                                                                                               |   | 13,147   |        |   |              | (17,893 | )       |              |   | (2,110  | )            |   |   |             |        |  |   | (6,856  | )     
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Income (loss) before income taxes,
minority interests, and equity in net
losses of affiliates |   |          | 13,147 |   |              |         | (11,285 | )            |   |         | (2,876       | ) |   |              |       |  |   |         | (1,014 | )
|Income tax provision (benefit)                                          |                                                                                               |   | 4,888    |        |   |              | (4,106  | )       |              |   | (1,187  | )            |   |   |             |        |  |   | (405    | )     
|Minority interests and equity in net
losses of affiliates, net of taxes |                                                                                               |   | (9,375   | )      |   |              | (2,196  | )       |              |   | (267    | )            |   |   | 11,331       |        |  |   | (507    | )     
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Net loss                                                                                      |   | $        | (1,116 | ) |              | $       | (9,375  | )            |   | $       | (1,956       | ) |   | $            | 11,331 |  |   | $       | (1,116 | )
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|Fiscal Quarter Ended October 1, 2000:                                   |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |              |        |  |   |         |       
|Net sales                                                               |                                                                                               | $ |         |        |   | $            | 160,986 |         |              | $ | 100,049 |              |   | $ | (4,303       | )      |  | $ | 256,732 |       
|Cost of sales                                                           |                                                                                               |   |         |        |   |              | 136,624 |         |              |   | 87,973  |              |   |   | (4,303       | )      |  |   | 220,294 |       
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Gross profit                                                                                  |   |          |       |   |              |         | 24,362  |              |   |         | 12,076       |   |   |              |       |  |   |         | 36,438 |  
|Selling, general and administrative expenses                            |                                                                                               |   |         |        |   |              | 14,404  |         |              |   | 5,804   |              |   |   |             |        |  |   | 20,208  |       
|Amortization of goodwill and other intangibles                          |                                                                                               |   |         |        |   |              | 1,114   |         |              |   | 449     |              |   |   |             |        |  |   | 1,563   |       
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Operating income                                                                              |   |          |       |   |              |         | 8,844   |              |   |         | 5,823        |   |   |              |       |  |   |         | 14,667 |  
|Interest income (expense), net                                          |                                                                                               |   | 13,120   |        |   |              | (18,315 | )       |              |   | (2,511  | )            |   |   |             |        |  |   | (7,706  | )     
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Income (loss) before income taxes,
minority interests, and equity in net
losses of affiliates |   |          | 13,120 |   |              |         | (9,471  | )            |   |         | 3,312        |   |   |              |       |  |   |         | 6,961  |  
|Income tax provision (benefit)                                          |                                                                                               |   | 4,728    |        |   |              | (2,645  | )       |              |   | 980     |              |   |   |             |        |  |   | 3,063   |       
|Minority interests and equity in net
losses of affiliates, net of taxes |                                                                                               |   | 4,700    |        |   |              | 2,126   |         |              |   | (206    | )            |   |   | 2,574        |        |  |   | (206    | )     
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             
|                                                                        | Net income (loss)                                                                             |   | $        | 3,692  |   |              | $       | (4,700  | )            |   | $       | 2,126        |   |   | $            | 2,574  |  |   | $       | 3,692  |  
|                                                                        |                                                                                               |   |          |        |   |              |         |         |              |   |         |              |   |   |             

11



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##### Table of Contents



MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousand unless otherwise stated)

9.     Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONSFor the fiscal nine-months ended September 30, 2001 and October 1, 2000

|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |              |         |   |   |         |         | 
|----------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- | - | -------- | ------ | - | ------------ | ------- | ------ | ------------ | - | ------- | ------------ |  | - | ------------ | ------- | - | - | ------- | ------- | 
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   | Non-    |              |  |   |              |         |   |   |         |        
|                                                                        |                                                                                               |   | MSXI     |        |   | Guarantor    |         |        | Guarantor    |   |         |              |  |   |              | MSXI    |  
|                                                                        |                                                                                               |   | (Issuer) |        |   | Subsidiaries |         |        | Subsidiaries |   |         | Eliminations |  |   | Consolidated |        
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |              |        
|Fiscal Nine-months Ended September 30, 2001:                            |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |              |         |   |   |        
|Net sales                                                               |                                                                                               | $ |         |        |   | $            | 438,182 |        |              | $ | 287,312 |              |  | $ | (13,030      | )       |   | $ | 712,464 |        
|Cost of sales                                                           |                                                                                               |   |         |        |   |              | 372,760 |        |              |   | 262,084 |              |  |   | (13,030      | )       |   |   | 621,814 |        
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Gross profit                                                                                  |   |          |       |   |              |         | 65,422 |              |   |         | 25,228       |  |   |              |        |   |   |         | 90,650  | 
|Selling, general and administrative expenses                            |                                                                                               |   |         |        |   |              | 41,084  |        |              |   | 17,415  |              |  |   |             |         |   |   | 58,499  |        
|Amortization of goodwill and other intangibles                          |                                                                                               |   |         |        |   |              | 3,505   |        |              |   | 1,155   |              |  |   |             |         |   |   | 4,660   |        
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Operating income                                                                              |   |          |       |   |              |         | 20,833 |              |   |         | 6,658        |  |   |              |        |   |   |         | 27,491  | 
|Interest income (expense), net                                          |                                                                                               |   | (811     | )      |   |              | (17,772 | )      |              |   | (2,757  | )            |  |   |             |         |   |   | (21,340 | )      
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Income (loss) before income taxes,
minority interests, and equity in net
losses of affiliates |   |          | (811   | ) |              |         | 3,061  |              |   |         | 3,901        |  |   |              |        |   |   |         | 6,151   | 
|Income tax provision (benefit)                                          |                                                                                               |   | (255     | )      |   |              | 1,202   |        |              |   | 1,609   |              |  |   |              |         |   |   | 2,556   |        
|Minority interests and equity in net
losses of affiliates, net of taxes |                                                                                               |   | 2,894    |        |   |              | 1,035   |        |              |   | (770    | )            |  |   | (4,416       | )       |   |   | (1,257  | )      
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Net income                                                                                    |   | $        | 2,338  |   |              | $       | 2,894  |              |   | $       | 1,522        |  |   | $            | (4,416  | ) |   | $       | 2,338   | 
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|Fiscal Nine-months Ended October 1, 2000:                               |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |              |         |   |   |         |        
|Net sales                                                               |                                                                                               | $ |         |        |   | $            | 492,515 |        |              | $ | 293,787 |              |  | $ | (12,093      | )       |   | $ | 774,209 |        
|Cost of sales                                                           |                                                                                               |   |         |        |   |              | 417,558 |        |              |   | 258,547 |              |  |   | (12,093      | )       |   |   | 664,012 |        
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Gross profit                                                                                  |   |          |       |   |              |         | 74,957 |              |   |         | 35,240       |  |   |              |        |   |   |         | 110,197 | 
|Selling, general and administrative expenses                            |                                                                                               |   |         |        |   |              | 43,310  |        |              |   | 18,627  |              |  |   |             |         |   |   | 61,937  |        
|Amortization of goodwill and other intangibles                          |                                                                                               |   |         |        |   |              | 3,094   |        |              |   | 969     |              |  |   |             |         |   |   | 4,063   |        
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Operating income                                                                              |   |          |       |   |              |         | 28,553 |              |   |         | 15,644       |  |   |              |        |   |   |         | 44,197  | 
|Interest income (expense), net                                          |                                                                                               |   | (642     | )      |   |              | (17,481 | )      |              |   | (4,153  | )            |  |   |             |         |   |   | (22,276 | )      
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Income (loss) before income taxes,
minority interests, and equity in net
losses of affiliates |   |          | (642   | ) |              |         | 11,072 |              |   |         | 11,491       |  |   |              |        |   |   |         | 21,921  | 
|Income tax provision (benefit)                                          |                                                                                               |   | (199     | )      |   |              | 5,148   |        |              |   | 4,264   |              |  |   |             |         |   |   | 9,213   |        
|Minority interests and equity in net
losses of affiliates, net of taxes |                                                                                               |   | 12,479   |        |   |              | 6,555   |        |              |   | (672    | )            |  |   | (19,034      | )       |   |   | (672    | )      
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             
|                                                                        | Net income                                                                                    |   | $        | 12,036 |   |              | $       | 12,479 |              |   | $       | 6,555        |  |   | $            | (19,034 | ) |   | $       | 12,036  | 
|                                                                        |                                                                                               |   |          |        |   |              |         |        |              |   |         |              |  |   |             

12



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##### Table of Contents



MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousand unless otherwise stated)

9.     Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSfor the fiscal nine-months ended September 30, 2001

|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |         |    |         |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------ | -------------------------------------------------------- | ------- | -------- | ------ | ------- | ------------ | -- | ------- | ------------ | ------ | ---- | ------------ | ------ | ------ | ------------ | ----- | ------- | ------- | -- | ------- | -
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        | Non- |              |        |        |              |       |         |         |    |        
|                                                                     |                                                                                   |                                                        |                                                          |         | MSXI     |        |         | Guarantor    |    |         | Guarantor    |        |      |              |        |        |              | MSXI  |        
|                                                                     |                                                                                   |                                                        |                                                          |         | (Issuer) |        |         | Subsidiaries |    |         | Subsidiaries |        |      | Eliminations |        |        | Consolidated |      
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |      
|Cash flows from operating activities:                                |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |        
|                                                                     | Net income                                                                        |                                                        | $                                                        | 2,338   |          |        | $       | 2,894        |    |         | $            | 1,522  |      |              | $      | (4,416 | )            |       | $       | 2,338   |   
|                                                                     | Adjustments to reconcile net income to
net cash provided by operating activities: |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |         |   
|                                                                     |                                                                                   |                                                        | Equity in earnings of subsidiaries                       |         |          | (2,894 | )       |              |    | (1,035  | )            |        |      | 770          |        |        |              | 4,416 |         |         |    | 1,257   |  
|                                                                     |                                                                                   |                                                        | Depreciation                                             |         |          |       |         |              |    | 6,050   |              |        |      | 6,302        |        |        |              |      |         |         |    | 12,352  |  
|                                                                     |                                                                                   |                                                        | Amortization                                             |         |          | 837    |         |              |    | 3,505   |              |        |      | 1,155        |        |        |              |      |         |         |    | 5,497   |  
|                                                                     |                                                                                   |                                                        | Deferred taxes                                           |         |          | (552   | )       |              |    | 361     |              |        |      | (1,675       | )      |        |              |      |         |         |    | (1,866  | )
|                                                                     |                                                                                   | (Gain) loss on sale/disposal of property
and equipment |                                                          |         |         |        |         |              | 45 |         |              |        | 1    |              |        |        |             |       |         |         | 46 |        
|                                                                     |                                                                                   |                                                        | (Increase) decrease in receivables, net                  |         |          | 51     |         |              |    | 24,623  |              |        |      | 5,610        |        |        |              |      |         |         |    | 30,284  |  
|                                                                     |                                                                                   |                                                        | (Increase) decrease in inventory                         |         |          |       |         |              |    | (196    | )            |        |      | 487          |        |        |              |      |         |         |    | 291     |  
|                                                                     |                                                                                   |                                                        | (Increase) decrease in prepaid expenses
and other assets |         |          | 95     |         |              |    | (770    | )            |        |      | (1,375       | )      |        |              |      |         |         |    | (2,050  | )
|                                                                     |                                                                                   |                                                        | Increase (decrease) in current liabilities               |         |          | 1,570  |         |              |    | (32,001 | )            |        |      | (10,155      | )      |        |              |      |         |         |    | (40,586 | )
|                                                                     |                                                                                   |                                                        | Other, net                                               |         |          |       |         |              |    | (1,221  | )            |        |      | 303          |        |        |              |      |         |         |    | (918    | )
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Net cash provided by operating activities                            |                                                                                   |                                                        | 1,445                                                    |         |          |        | 2,255   |              |    |         | 2,945        |        |      |              |       |        |              |       | 6,645   |        
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Cash flows from investing activities:                                |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |        
|                                                                     | Capital expenditures                                                              |                                                        |                                                          |        |          |        |         | (7,984       | )  |         |              | (5,921 | )    |              |        |       |              |       |         | (13,905 | ) 
|                                                                     | Acquisition of businesses, net of cash acquired                                   |                                                        |                                                          |        |          |        |         | (11,533      | )  |         |              | (4,599 | )    |              |        |       |              |       |         | (16,132 | ) 
|                                                                     | Proceeds from sale/disposal of property and
equipment                             |                                                        |                                                          |        |          |        |         | 47           |    |         |              | 100    |      |              |        |       |              |       |         | 147     |   
|                                                                     | Other, net                                                                        |                                                        |                                                          |        |          |        |         | 44           |    |         |              |       |      |              |        |       |              |       |         | 44      |   
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Net cash used for investing activities                               |                                                                                   |                                                        |                                                         |         |          |        | (19,426 | )            |    |         | (10,420      | )      |      |              |       |        |              |       | (29,846 | )      
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Cash flows from financing activities:                                |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |        
|                                                                     | Intercompany                                                                      |                                                        |                                                          | (31,564 | )        |        |         | 27,846       |    |         |              | 3,718  |      |              |        |       |              |       |         |        |   
|                                                                     | Transactions with subsidiaries                                                    |                                                        |                                                          | (2,184  | )        |        |         | (2,220       | )  |         |              | 70     |      |              |        | 4,334  |              |       |         |        |   
|                                                                     | Repayment of debt                                                                 |                                                        |                                                          | (3,938  | )        |        |         |             |    |         |              |       |      |              |        |       |              |       |         | (3,938  | ) 
|                                                                     | Debt issuance costs                                                               |                                                        |                                                          | (28     | )        |        |         |             |    |         |              |       |      |              |        |       |              |       |         | (28     | ) 
|                                                                     | Changes in revolving debt, net                                                    |                                                        |                                                          | 34,646  |          |        |         | (10,196      | )  |         |              | 596    |      |              |        |       |              |       |         | 25,046  |   
|                                                                     | Changes in book overdraft, net                                                    |                                                        |                                                          |        |          |        |         | (675         | )  |         |              | (103   | )    |              |        |       |              |       |         | (778    | ) 
|                                                                     | Repurchase of common stock                                                        |                                                        |                                                          | (566    | )        |        |         | (3,612       | )  |         |              |       |      |              |        |       |              |       |         | (4,178  | ) 
|                                                                     | Sale of common stock                                                              |                                                        |                                                          |        |          |        |         | 3,612        |    |         |              |       |      |              |        |       |              |       |         | 3,612   |   
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Net cash provided by (used for) financing activities                 |                                                                                   |                                                        | (3,634                                                   | )       |          |        | 14,755  |              |    |         | 4,281        |        |      |              | 4,334  |        |              |       | 19,736  |        
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Effect of foreign exchange rate changes on cash and
cash equivalents |                                                                                   |                                                        | 2,189                                                    |         |          |        | 2,189   |              |    |         | 2,463        |        |      |              | (4,334 | )      |              |       | 2,507   |        
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|Cash and cash equivalents:                                           |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |        |        |              |       |         |        
|                                                                     | Decrease for the period                                                           |                                                        |                                                          |        |          |        |         | (227         | )  |         |              | (731   | )    |              |        |       |              |       |         | (958    | ) 
|                                                                     | Balance, beginning of period                                                      |                                                        |                                                          |        |          |        |         | 569          |    |         |              | 4,117  |      |              |        |       |              |       |         | 4,686   |   
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       
|                                                                     | Balance, end of period                                                            |                                                        | $                                                        |        |          |        | $       | 342          |    |         | $            | 3,386  |      |              | $      |       |              |       | $       | 3,728   |   
|                                                                     |                                                                                   |                                                        |                                                          |         |          |        |         |              |    |         |              |        |      |              |       

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##### Table of Contents



MSX International, Inc.
Notes to Consolidated Financial Statements (Unaudited)  continued
(dollars in thousand unless otherwise stated)

9.     Guarantor and Non-Guarantor Subsidiaries:  continued

MSX INTERNATIONAL, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWSfor the fiscal nine-months ended October 1, 2000

|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |         |        |  
|-------------------------------------------------------------------- | --------------------------------------------------------------------------------- | -------------------------------------------------------- | ------ | -------- | ------- | - | ------------ | ------- | ------- | ------------ | ------- | ------- | ------------ | - | ------- | ------------ | ------ |  | ------- | ------- | ------ | -
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         | Non-    |              |   |         |              |        |  |         |         |       
|                                                                     |                                                                                   |                                                          |        | MSXI     |         |   | Guarantor    |         |         | Guarantor    |         |         |              |   |         |              | MSXI   | 
|                                                                     |                                                                                   |                                                          |        | (Issuer) |         |   | Subsidiaries |         |         | Subsidiaries |         |         | Eliminations |   |         | Consolidated |       
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |       
|Cash flows from operating activities:                                |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |        
|                                                                     | Net income                                                                        |                                                          | $      | 12,036   |         |   | $            | 12,479  |         |              | $       | 6,555   |              |   | $       | (19,034      | )      |  | $       | 12,036  |       
|                                                                     | Adjustments to reconcile net income to net
cash provided by operating activities: |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |         |       
|                                                                     |                                                                                   | Equity in earnings of subsidiaries                       |        |          | (12,479 | ) |              |         | (6,555  | )            |         |         | 672          |   |         |              | 19,034 |  |         |         | 672    |  
|                                                                     |                                                                                   | Depreciation                                             |        |          |        |   |              |         | 7,297   |              |         |         | 5,584        |   |         |              |       |  |         |         | 12,881 |  
|                                                                     |                                                                                   | Amortization                                             |        |          | 802     |   |              |         | 3,094   |              |         |         | 969          |   |         |              |       |  |         |         | 4,865  |  
|                                                                     |                                                                                   | Deferred taxes                                           |        |          |        |   |              |         | 3,990   |              |         |         | 964          |   |         |              |       |  |         |         | 4,954  |  
|                                                                     |                                                                                   | Loss on sale/disposal of property and
equipment          |        |          |        |   |              |         | (213    | )            |         |         | 9            |   |         |              |       |  |         |         | (204   | )
|                                                                     |                                                                                   | (Increase) decrease in receivables, net                  |        |          | (121    | ) |              |         | (17,148 | )            |         |         | 27,542       |   |         |              |       |  |         |         | 10,273 |  
|                                                                     |                                                                                   | (Increase) decrease in inventory                         |        |          |        |   |              |         | 11      |              |         |         | 243          |   |         |              |       |  |         |         | 254    |  
|                                                                     |                                                                                   | (Increase) decrease in prepaid expenses
and other assets |        |          | 95      |   |              |         | (1,610  | )            |         |         | (982         | ) |         |              |       |  |         |         | (2,497 | )
|                                                                     |                                                                                   | Increase (decrease) in current liabilities               |        |          | 7,087   |   |              |         | 9,102   |              |         |         | (14,237      | ) |         |              | 33     |  |         |         | 1,985  |  
|                                                                     |                                                                                   | Other, net                                               |        |          |        |   |              |         | 755     |              |         |         | (885         | ) |         |              |       |  |         |         | (130   | )
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Net cash provided by operating activities                            |                                                                                   |                                                          | 7,420  |          |         |   | 11,202       |         |         |              | 26,434  |         |              |   | 33      |              |        |  | 45,089  |        
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Cash flows from investing activities:                                |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |        
|                                                                     | Capital expenditures                                                              |                                                          |        |         |         |   |              | (5,036  | )       |              |         | (7,650  | )            |   |         |             |        |  |         | (12,686 | )     
|                                                                     | Acquisition of businesses, net of cash acquired                                   |                                                          |        |         |         |   |              | (41,589 | )       |              |         | (19,059 | )            |   |         |             |        |  |         | (60,648 | )     
|                                                                     | Proceeds from sale/disposal of property and
equipment                             |                                                          |        |         |         |   |              | 2,191   |         |              |         | 108     |              |   |         |             |        |  |         | 2,299   |       
|                                                                     | Other, net                                                                        |                                                          |        |         |         |   |              | 610     |         |              |         |        |              |   |         |             |        |  |         | 610     |       
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Net cash used for investing activities                               |                                                                                   |                                                          |       |          |         |   | (43,824      | )       |         |              | (26,601 | )       |              |   |        |              |        |  | (70,425 | )      
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Cash flows from financing activities:                                |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |        
|                                                                     | Intercompany                                                                      |                                                          |        | (19,239  | )       |   |              | 15,601  |         |              |         | 3,638   |              |   |         |             |        |  |         |        |       
|                                                                     | Transactions with subsidiaries                                                    |                                                          |        | (4,372   | )       |   |              | 8,583   |         |              |         | 11,695  |              |   |         | (15,906      | )      |  |         |        |       
|                                                                     | Proceeds from issuance of debt                                                    |                                                          |        | 25,000   |         |   |              |        |         |              |         |        |              |   |         |             |        |  |         | 25,000  |       
|                                                                     | Repayment of debt, net                                                            |                                                          |        | (2,812   | )       |   |              | (44     | )       |              |         |        |              |   |         |             |        |  |         | (2,856  | )     
|                                                                     | Debt issuance costs, net                                                          |                                                          |        | (243     | )       |   |              |        |         |              |         |        |              |   |         |             |        |  |         | (243    | )     
|                                                                     | Changes in revolving debt                                                         |                                                          |        | 2,804    |         |   |              | 10,196  |         |              |         | (9,201  | )            |   |         |             |        |  |         | 3,799   |       
|                                                                     | Changes in book overdraft                                                         |                                                          |        |         |         |   |              | 6,211   |         |              |         | (3,156  | )            |   |         |             |        |  |         | 3,055   |       
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Net cash provided by financing activities                            |                                                                                   |                                                          | 1,138  |          |         |   | 40,547       |         |         |              | 2,976   |         |              |   | (15,906 | )            |        |  | 28,755  |        
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Effect of foreign exchange rate changes on cash
and cash equivalents |                                                                                   |                                                          | (8,558 | )        |         |   | (8,558       | )       |         |              | (5,220  | )       |              |   | 15,873  |              |        |  | (6,463  | )      
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|Cash and cash equivalents:                                           |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |         |              |        |  |         |        
|                                                                     | Decrease for the period                                                           |                                                          |        |         |         |   |              | (633    | )       |              |         | (2,411  | )            |   |         |             |        |  |         | (3,044  | )     
|                                                                     | Balance, beginning of period                                                      |                                                          |        |         |         |   |              | 873     |         |              |         | 6,006   |              |   |         |             |        |  |         | 6,879   |       
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        
|                                                                     | Balance, end of period                                                            |                                                          | $      |         |         |   | $            | 240     |         |              | $       | 3,595   |              |   | $       |             |        |  | $       | 3,835   |       
|                                                                     |                                                                                   |                                                          |        |          |         |   |              |         |         |              |         |         |              |   |        

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

Results of Operations

Net Sales

Consolidated net sales were $213.9 million for the third quarter of fiscal
2001 compared to $256.7 million during fiscal 2000, a decrease of $42.8
million, or 16.7%. For the first nine-months of fiscal 2001, consolidated net
sales totaled $712.5 million compared to $774.2 million in fiscal 2000, a
decrease of $61.7 million, or 8.0%. Comparable fiscal 2001 sales continue to
be negatively impacted by depressed foreign currency exchange rates in certain
countries in which we operate. The net impact of year over year exchange rate
changes was to reduce consolidated net sales by about $1.5 million and $14.9
million for the third quarter and first nine-months of fiscal 2001. Excluding
the impact of foreign exchange rates, consolidated net sales decreased $41.3
million for the third quarter and $46.8 million for the first nine-months of
fiscal 2001. Sales to non-automotive customers increased to 21.7% of total
sales for the first nine-months of fiscal 2001 compared to 21.2% for the first
nine-months of fiscal 2000 reflecting the economic slowdown in our automotive
business.

After adjusting for the impact of foreign exchange rates, the $41.3
million decrease in sales during the third quarter of fiscal 2001 is comprised
of a $19.9 million decrease in sales of engineering services, a $15.3 million
decrease in sales of IT and professional staffing services, and a $6.1 million
decrease in sales of business and technology services. After adjusting for the
impact of foreign exchange rates, the $46.8 million decrease in sales during
the first nine-months of fiscal 2001 is comprised of a $23.8 million decrease
in sales of engineering services, a $15.6 million decrease in sales of IT and
professional staffing services, and a $7.4 million decrease in sales of
business and technology services. The decrease in engineering sales reflects
reduced volumes of engineering services in North America and Europe as our
automotive customers have delayed the start of new development projects. Sales
of IT and professional staffing services decreased during the third quarter due
to reduced demand in North American markets for IT development and permanent
placement services. Reductions in IT staffing volumes, on a year to date
basis, were partially offset by the impact of businesses acquired during the
first quarter of fiscal 2000. Sales of our business and technology services
decreased as a result of lower volumes due to declines in our automotive
business and the divestiture of a non-core business during fiscal 2000.

Operating Income

Our consolidated operating income and changes in operating income for the
periods presented were:

|                    |                  |  |               |        |   |            |                        |        |   |  |        |         |   |  |  |       |   
|------------------- | ---------------- |  | ------------- | ------ | - | ---------- | ---------------------- | ------ | - |  | ------ | ------- | - |  |  | ----- | --
|                    |                  |  |               |        |   |            |                        |        |   |  | Change |        
|                    |                  |  | September 30, |        |   | October 1, |                        |        |   | 
|                    |                  |  | 2001          |        |   | 2000       |                        |        | $ |  |        | %       |  
|                    |                  |  |               |        |   |            |                        |        |   |  |        |         |  
|                    |                  |  |               |        |   |            | (dollars in thousands) |        |   |  |        |        
|Fiscal Quarter:     |                  |  |               |        |   |            |                        |        |   |  |        |         |   |  |  |      
|                    | Operating income |  | $             | 5,842  |   |            | $                      | 14,667 |   |  | $      | (8,825  | ) |  |  | (60.2 | %)
|                    | % of net sales   |  |               | 2.7    | % |            |                        | 5.7    | % |  |        | n/a     |   |  |  | n/a   |   
|Fiscal Nine-months: |                  |  |               |        |   |            |                        |        |   |  |        |         |   |  |  |      
|                    | Operating income |  | $             | 27,491 |   |            | $                      | 44,197 |   |  | $      | (16,706 | ) |  |  | (37.8 | %)
|                    | % of net sales   |  |               | 3.9    | % |            |                        | 5.7    | % |  |        | n/a     |   |  |  | n/a   |   

Gross profit, as a
percentage of sales, decreased to 12.1% for the third
quarter of fiscal 2001 compared to 14.2% during fiscal 2000. For the first
nine-months of fiscal 2001, gross profit as a percentage of sales was 12.7%
compared to 14.2% during fiscal 2001. The decreases in gross margin reflect
the pricing pressures and unfavorable volumes in our engineering and IT
staffing operations resulting in less favorable absorption of fixed and
indirect costs.

Overall, operating income decreased during the third quarter and first
nine-months of fiscal 2001 due to reduced sales volumes, pricing pressures and
costs incurred to position the company for future growth and expansion. The
overall decline in our operating results is attributable to the general
economic downturn, which has impacted demand for technical services in the
automotive and telecommunications sectors. We cannot predict with certainty
when economic conditions will improve and have taken steps to reduce our cost
structure commensurate with the current levels of business. Our current cost
reduction efforts will primarily impact fiscal 2002 results. In addition, we
are also taking steps to further diversify our business to other markets and
customers.

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Selling, general and administrative expenses, as a percentage of net
sales, were 8.7% during the third quarter of fiscal 2001 compared to 7.9%
during the comparable period of fiscal 2000. For the first nine-months of
fiscal 2001, selling, general and administrative expenses were 8.2% of net
sales compared to 8.0% during the first nine-months of fiscal 2000. The
increases as a percentage of sales reflect the impact of lower volumes during
fiscal 2001, particularly in the third quarter. Overall, selling, general and
administrative expenses decreased in comparison to last year reflecting
reductions in incentive compensation totaling $0.8 million and $5.1 million for
the quarter and nine-months, respectively. After adjusting for reductions in
incentive compensation, selling, general and administrative expenses increased
on a year to date basis. The increased costs were incurred to develop our
service offerings and sales efforts within our developing vertical markets.

Interest Expense

Interest expense decreased $0.8 million, from $7.7 million during the
third quarter of fiscal 2000 to $6.9 million for the third quarter of 2001.
For the first nine-months of fiscal 2001, interest expense was $21.3 million
compared to $22.3 million in 2000, a decrease of $1.0 million. The improvement
resulted from decreases in interest rates on our variable rate debt
outstanding. Improvements in interest rates were partially offset by increases
in average borrowings outstanding required to fund acquisitions and
investments.

Net Income

The net loss for the third quarter of fiscal 2001 was $1.1 million,
compared to net income of $3.7 million in fiscal 2000. Net income for the
first nine-months of fiscal 2001 decreased $9.7 million, or 80.8%, from $12.0
million in fiscal 2000 to $2.3 million in fiscal 2001. The decreases reflect
lower operating earnings and increased equity losses during the periods. Our
effective income tax rate, for the first nine-months of fiscal 2001, was 41.6%
versus 42.0% for the first nine-months of fiscal 2000. Minority interests and
equity losses increased on a year to date basis as a result of losses reported
by our equity investees during the periods. Our equity investees are
experiencing the same pricing pressures and volume reductions that are
impacting our business.

Liquidity and Capital Resources

Cash Flows

General.Our principal capital requirements are for the acquisition of
businesses, capital expenditures, and working capital to support growth. These
requirements have been met through a combination of bank debt, issuance of
subordinated notes and cash from operations. Cash balances in excess of
amounts required to fund daily operations are used to pay down amounts
outstanding under the revolving credit portion of our credit facility.

We typically pay our employees on a weekly basis and receive payment from
our customers within invoicing terms, which is generally a 60-day period after
the invoice date. However, in connection with our purchasing support services,
we collect related receivables at approximately the same time we make payment
to suppliers.

Operating Activities. Net cash provided by operating activities decreased
$38.5 million to $6.6 million for the fiscal nine-months ended September 30,
2001, compared to cash provided by operating activities of $45.1 million for
the fiscal nine-months ended October 1, 2000. Cash provided by operations
during fiscal 2000 included significant improvements in accounts receivable
collections resulting from the transition of Satiz S.r.l., which was acquired
in December 1999, into our cash management system. This reduction in Satiz
accounts receivable resulted in a one time improvement in cash from operations
of about $12 million during the first nine-months of fiscal 2000. Excluding
the one-improvements during fiscal 2000, cash provided by operations decreased
about 26.4 million year over year. The decrease reflects lower year over cash
earnings and decreased working capital during the period.

Investing Activities.Net cash used for investing activities decreased
$40.6 million, from $70.4 million for the first nine-months of fiscal 2000, to
$29.8 million for the first nine-months of fiscal 2001. The decrease includes
a reduction in cash used for business acquisitions of $44.6 million and an
increase of $1.2 million in capital expenditures. Cash used to acquire
businesses during 2000 primarily related to the acquisition of four companies
from Corporate Staffing Resources, Inc. during February as detailed in Note 2
of our consolidated financial statements. The increase in capital expenditures
represents cash required to maintain current programs and additional costs
required for future programs and services.

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Financing Activities. Net cash provided by financing activities decreased
$9.1 million from $28.8 million for the first nine-months of fiscal 2000, to
$19.7 million for the first nine-months of fiscal 2001. Financing requirements
during the first nine-months of fiscal 2001 decreased consistent with the
reductions in funds required to acquire companies. During the first quarter of
fiscal 2001, a subsidiary of MSX International, Inc. completed a sale of
unregistered securities to certain directors and members of management. The
securities were sold in units with each unit comprised of MSX International
Inc.s Series A Preferred Stock, par value $0.01 per share, and Class A Common
Stock, par value $0.01 per share. In total, 9,936 shares of Series A Preferred
Stock and 482,400 shares of Class A Common Stock were sold. The shares of
Series A Preferred Stock and Class A Common Stock, which comprised the units
sold, were acquired from Citicorp, our majority stockholder, at a price equal
to the price at which the units were offered to management. The entire
proceeds of $3.6 million were used to pay the purchase price of the shares
acquired from Citicorp.

Available Financing Sources

During the first quarter of 2000, the seven-year institutional term note,
with principal outstanding of $50 million as of January 2, 2000, was increased
to $75 million pursuant the terms of our amended and restated credit facility.
Upon completion of the syndication of the credit facility, our total borrowing
capacity increased to $205 million. Proceeds from the additional term debt
were used to repay amounts outstanding under the revolving credit portion of
our credit facility. As of September 30, 2001, $50.0 million was available for
potential future borrowings under the revolving credit portion of our amended
and restated credit facility. See note 4 of our consolidated financial
statements for a description of recent changes made to our credit facility.

Forward-Looking Statements

This quarterly report on Form 10-Q contains statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements can be identified by the use of
forward-looking terminology such as believes, expects, may, estimates,
will, should, plans or anticipates or the negative thereof or other
variations thereon or comparable terminology, or by discussions of strategy.
Such forward-looking statements are not guarantees of future performance and
involve significant risks and uncertainties. Actual results may vary
materially from those in the forward-looking statements as a result of any
number of factors, many of which are beyond the control of management. These
factors include, but are not limited to, MSXIs leverage, its reliance on major
customers in the automotive industry, the degree and nature of competition,
MSXIs ability to recruit and place qualified personnel, risks associated with
its acquisition strategy, and employment liability risk.







PART II. OTHER INFORMATION

|        |  |                                  |                                                                   
|------- |  | -------------------------------- | ------------------------------------------------------------------
|ITEM 6. |  | Exhibits and Reports on Form 8-K
|        |  | (a)                              | Exhibits:                                                         
|        |  |                                  | 10.17     First Amendment to Amended and Restated Credit Agreement
|        |  | (b)                              | Reports on Form 8-K:                                              
|        |  |                                  | None.                                                             

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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 13, 2001

|                                                                                                            | 
|----------------------------------------------------------------------------------------------------------- | 
|MSX INTERNATIONAL, INC.
(Registrant)                                                                       
|                                                                                                           
|By:       /s/ Frederick K. MinturnFrederick K. Minturn
Executive Vice President and
Chief Financial Officer | 

(Chief accounting officer
and authorized signatory)

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Exhibit Index

|        |  |                                                         
|------- |  | --------------------------------------------------------
|Exhibit |  | Description                                             
|        |  |                                                         
|10.17   |  | First Amendment to Amended and Restated Credit Agreement