AsTable filedof with the Securities and Exchange Commission on August 22, 2003 Contents

~~Registration~~As ~~No.~~filed ~~333-~~ with the Securities and Exchange Commission on March 28, 2014

~~SECURITIES~~Registration ~~AND EXCHANGE COMMISSION Washington, D~~No.~~C. 20549~~ 333-

~~FORM~~UNITED ~~S-1 REGISTRATION~~STATES ~~STATEMENT UNDER THE SECURITIES ACT OF 1933~~

~~SIRVA,~~SECURITIES ~~INC. (Exact~~AND ~~name~~EXCHANGE ofCOMMISSION ~~Registrant as specified in its charter)~~

~~Delaware~~Washington, ~~(State or other jurisdiction of incorporation or organization) 4213 (Primary Standard Industrial Classification Code Number) 52-2070058 (I~~D.RC.S. ~~Employer~~20549 ~~Identification Number)~~

~~700~~FORM ~~Oakmont Lane Westmont, Illinois 60559 (630) 468~~S-~~4743 (Address, including ZIP code, and telephone number, including area code, of Registrant's principal executive offices)~~1

~~Ralph~~REGISTRATION A.STATEMENT ~~Ford~~UNDER ~~SIRVA,~~THE ~~Inc.~~SECURITIES ~~Senior~~ACT ~~Vice~~OF ~~President,~~1933 ~~General Counsel and Secretary 700 Oakmont Lane Westmont, Illinois 60559 (630) 570-3000 (Name, address, including ZIP code, and telephone number, including area code, of Registrant's agent for service)~~

~~Copies to: Steven J. Slutzky~~SIRVA, ~~Esq~~Inc. ~~Debevoise & Plimpton 919 Third Avenue New York, New York 10022 (212) 909-6000 Ronald Cami, Esq. Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000~~

~~Approximate~~(Exact ~~date~~name of registrant ~~commencement of proposed sale to the public: As soon~~ as ~~practicable~~specified ~~after~~in ~~this Registration~~its ~~Statement~~charter) ~~becomes effective.~~

If the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. o

Delaware

4700

52-2070058

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

~~If this~~One ~~Form~~Parkview isPlaza filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

~~If this~~Oakbrook ~~Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act~~Terrace, ~~check~~IL ~~the~~60181 ~~following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d630) ~~under~~570-3050 ~~the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o~~

If(Address, ~~delivery~~Including ofZip ~~the~~Code, ~~prospectus~~and isTelephone ~~expected~~Number, toIncluding beArea ~~made pursuant to Rule 434~~Code, ~~check~~of ~~the~~Registrant’s ~~following~~Principal ~~box.~~Executive oOffices)

~~CALCULATION~~Thomas OFOberdorf ~~REGISTRATION FEE~~

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price(1)		Amount of Registration Fee
Common Stock, $.01 par value		$350,000,000		$28,315

Chief Financial Officer

~~The~~One ~~Registrant~~Parkview ~~hereby~~Plaza amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

~~Subject~~Oakbrook toTerrace, ~~Completion.~~IL ~~Dated~~60181 ~~August 22, 2003.~~

~~The~~(630) ~~information~~570-3050 in(Phone) this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~Shares~~(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

~~Common~~Copies ~~Stock~~ to:

~~This~~Alexander isD. anLynch, ~~initial~~Esq. ~~public~~Weil, ~~offering~~Gotshal of& ~~shares~~Manges ofLLP ~~common~~767 ~~stock~~Fifth ofAvenue ~~SIRVA~~New York, ~~Inc~~New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) Rachel W. Sheridan, Esq. Latham & Watkins LLP 555 Eleventh Street, NW, Suite 1000 Washington, DC 20004 (202) 637-2200 (Phone) (202) 637-2201 (Fax)

~~SIRVA, Inc.~~Approximate isdate ~~offering~~ of ~~the~~commencement ~~shares~~of toproposed besale ~~sold~~to in the ~~offering.~~public: ~~The~~As ~~selling~~soon ~~stockholders~~as ~~identified~~practicable inafter ~~this prospectus are offering an additional shares. SIRVA, Inc. will not receive any of~~ the ~~proceeds~~effective ~~from~~date ~~the sale~~ of ~~the~~this ~~shares being sold by the selling stockholders~~Registration Statement.

~~Prior to~~If ~~this~~any ~~offering,~~of ~~there was no public market for~~ the ~~common~~securities ~~stock.~~being Weregistered ~~currently~~on ~~estimate~~this ~~that~~Form ~~the~~are ~~initial~~to ~~public~~be ~~offering~~offered ~~price~~on ~~per~~a ~~share~~delayed ~~will~~or becontinuous ~~between $ and $ .~~basis Wepursuant ~~intend~~ to ~~list~~Rule ~~the~~415 under ~~common stock on~~ the ~~New~~Securities ~~York~~Act ~~Stock~~of ~~Exchange~~1933, ~~under~~check the ~~symbol~~following ~~"SIR"~~box. ¨

~~See~~If ~~"Risk~~this ~~Factors"~~Form ~~beginning~~is filed onto ~~page~~register 10additional securities for an offering pursuant to ~~read~~Rule ~~about~~462(b) ~~factors~~under ~~you~~the ~~should~~Securities ~~consider~~Act, ~~before~~please ~~buying~~check ~~shares~~the following box and list the Securities Act registration statement number of the ~~common~~earlier ~~stock~~effective registration statement for the same offering. ¨

~~Neither~~If ~~the~~this ~~Securities~~Form ~~and~~is ~~Exchange~~a ~~Commission~~post-effective ~~nor~~amendment ~~any~~filed ~~other~~pursuant to ~~regulatory~~Rule ~~body~~462(c) ~~has~~under ~~approved~~the orSecurities ~~disapproved~~Act, ofcheck ~~these~~the ~~securities~~following orbox ~~passed~~and ~~upon~~list the ~~accuracy~~Securities ~~or adequacy~~Act ofregistration ~~this~~statement ~~prospectus.~~number ~~Any~~of ~~representation~~the toearlier ~~the~~effective ~~contrary~~registration isstatement afor ~~criminal~~the ~~offense~~same offering. ¨

		Price to Public			Underwriting Discounts and Commissions			Proceeds to SIRVA			Proceeds to the Selling Shareholders
Per Share		$			$			$			$
Total		$			$			$			$

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

~~To the~~Indicate ~~extent~~by ~~that~~check ~~the~~mark ~~underwriters~~whether ~~sell~~the ~~more~~registrant ~~than shares~~is ofa ~~common~~large ~~stock~~accelerated filer, ~~the~~an ~~underwriters~~accelerated ~~have~~filer, ~~the~~a ~~option~~non-accelerated tofiler ~~purchase~~or upa ~~to an~~smaller ~~additional shares~~reporting ~~from~~ company. See the ~~selling~~definitions ~~stockholders~~of at“large ~~the~~accelerated ~~initial~~filer,” ~~public~~“accelerated ~~offering~~filer” ~~price~~and ~~less~~“smaller reporting company” in Rule 12b-2 of the ~~underwriting~~Exchange ~~discount~~Act.

Large accelerated filer ¨ ~~The~~Accelerated ~~underwriters~~filer ¨ Non-accelerated filer x Smaller ~~expect~~reporting tocompany ¨ ~~deliver the shares against payment in New York, New York on , 2003.~~

~~Joint~~CALCULATION ~~Book-Running~~OF ~~Managers~~ REGISTRATION FEE

Credit Suisse First Boston Goldman, Sachs & Co.



Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price (1)(2)	Amount of Registration Fee
Common Stock, $0.01 par value per share	$175,000,000	$22,540

~~Deutsche~~(1) ~~Bank~~Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act.

~~Citigroup~~(2) ~~JPMorgan~~Includes shares of common stock that may be issuable upon exercise of an option to purchase additional shares granted to the underwriters.

~~Prospectus~~The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the ~~dated~~ Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission, ~~2003~~acting pursuant to said Section 8(a), may determine.

[DescriptionTable of Artwork: Map of globe depicting SIRVA Relocation, Allied, northAmerican, Global, Pickfords, Maison Huet and Scanvan in the regions in which they operate]Contents

iiThe information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholders are soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

~~TABLE~~PROSPECTUS OF(Subject ~~CONTENTS~~ to Completion)

		Page
Prospectus Summary		1
Summary Consolidated Financial and Other Data		7
Risk Factors		10
Forward-Looking Statements		20
Use of Proceeds		21
Dividend Policy		23
Capitalization		24
Dilution		26
Selected Consolidated Financial Data		27
Management's Discussion and Analysis of Financial Condition and Results of Operations		31
The Industry		63
The Business		66
Management		81
Certain Relationships and Related Transactions		103
Description of Our Indebtedness		109
Description of Capital Stock		113
Shares Eligible for Future Sale		117
Material U.S. Federal Tax Considerations		119
Underwriting		122
Legal Matters		125
Experts		125
Where You Can Find More Information		125
Index to Financial Statements		F-1

Dated March 28, 2014

~~Through~~ Shares and including , 2003 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

LOGO

~~No dealer~~SIRVA, ~~salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus~~Inc. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell or buy only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

~~iii~~Common Stock

SIRVA, Inc. is offering shares of common stock and the selling stockholders are offering shares of common stock. We will not ~~PROSPECTUS~~receive ~~SUMMARY~~ any proceeds from the sale of shares by the selling stockholders. This is our initial public offering and no public market currently exists for our shares of common stock. We expect the public offering price to be between $ and $ per share.

~~The~~We ~~following~~intend isto aapply ~~summary of some of the information contained in this prospectus. It may not contain all the information that is important~~ to ~~you.~~list ~~To understand this offering fully, you should read carefully the entire prospectus, including "Risk Factors" beginning on page 10 and~~ our ~~consolidated financial statements and~~ ~~notes~~common tostock ~~those~~on ~~consolidated financial statements included in this prospectus, before making any investment decision. In this prospectus,~~ the ~~terms~~New ~~"SIRVA,"~~York ~~"we"~~Stock ~~and~~Exchange ~~"our" refer to SIRVA, Inc. and its subsidiaries and their respective predecessors in interest, unless~~ (the ~~context~~“NYSE”) ~~otherwise requires. When we refer to "North American Van Lines"~~ or ~~"NAVL,"~~NASDAQ weGlobal ~~are~~Market ~~referring~~(“Nasdaq”) tounder ~~our wholly owned subsidiary, North American Van Lines, Inc., together with its subsidiaries and their predecessors in interest, unless~~ the ~~context~~symbol ~~otherwise requires~~“ .”

Investing in ~~Our~~our ~~Business~~ common stock involves risks. See ‘‘Risk Factors’’ beginning on page 21.

WePrice ~~are~~$ A aSHARE world leader in the global relocation industry, providing our solutions to a well-established and diverse customer base. We handle more than 385,000 relocations per year, including transferring corporate and government employees and moving individual consumers. We operate in 43 countries under well-recognized brand names including Allied®, northAmerican®, Global® and SIRVA Relocation in North America, Pickfords® in the U.K., Maison Huet® in France, Scanvan® in Scandinavia and Allied Pickfords in the Asia Pacific region. We are redefining the global relocation market by combining our relocation service offerings with our proprietary moving services network on a global basis. This unique combination is driving our growth by addressing our corporate and government customers' needs for a comprehensive service offering with global reach from a single supplier. In addition, we offer a variety of services targeted at meeting the needs of truck drivers, fleet owners and agents, both inside and outside our proprietary agent network.

~~Our service~~Price ~~offerings~~to ~~include~~Public ~~the~~UnderwritingDiscounts ~~following:~~andCommissions Proceeds toSIRVA Proceeds toSellingStockholders Per share $ $ $ $ Total $ $ $ $

Global Relocation Solutions		Network Services
Home Sale	High-Value Products Moving	Insurance
Household Goods Moving	Storage	Vehicle Repair and Maintenance
Home Purchase	Office Moving	Group Purchasing Organization
Mortgage Services	Records Management	Fuel and Tire Discount Programs
Expatriate Services	Visa and Work Permits
	Expense Management

We have granted the underwriters the right to purchase an additional shares of common stock, and the selling stockholders have granted the underwriters the right to purchase an additional shares of common stock.

~~The~~Neither ~~market~~the ~~for~~Securities ~~relocation~~ and ~~related~~Exchange ~~services~~Commission nor isany ~~large~~state ~~and~~securities ~~highly~~commission ~~fragmented.~~has Weapproved ~~estimate~~or ~~that~~disapproved ~~the worldwide aggregate annual value~~ of these ~~services~~ ~~provided~~securities byor ~~in-house~~determined ~~and~~if ~~third~~this ~~party~~prospectus ~~providers~~ is ~~more~~truthful ~~than~~or ~~$50 billion~~complete. WeAny ~~are~~representation ato ~~leader in~~ the ~~outsourced~~contrary ~~portion~~is ofa ~~this~~criminal ~~market~~offense. The outsourcing of relocation services has been increasing, driven by the administrative and cost efficiencies and superior service levels offered by outside providers. We believe that, over time, third party providers will continue to increase their share of corporate relocation spending.

~~Our financial~~The ~~results~~underwriters ~~reflect~~expect ~~our ability~~ to ~~increase~~deliver ~~profitability even in a difficult economic environment. For~~ the ~~twelve~~shares ~~months ended June 30, 2003, we had operating revenues and income from operations~~ of ~~$2.3~~common ~~billion~~stock ~~and~~to ~~$104.4~~purchasers ~~million,~~on ~~respectively.~~or ~~These represent increases of 7% and 48% over our operating revenues and income from operations for the twelve-month period~~about ~~ended June 30~~ , ~~2002, resulting from a combination of internally generated and acquisition growth~~2014.

~~Our business~~MORGAN ~~operates~~STANLEY ~~in four segments: Relocation Solutions — North America~~GOLDMAN, ~~Relocation~~SACHS ~~Solutions — Europe~~ & ~~Asia Pacific, Network Services and Transportation Solutions~~CO. ~~We sometimes refer to our Relocation Solutions — North America and Relocation Solutions — Europe & Asia Pacific segments together as Global Relocation Solutions~~J.P. MORGAN

~~Income~~BAIRD ~~from~~WILLIAM ~~Operations by Segment for the twelve months ended June 30, 2003 Income from Operations by Geography for the twelve months ended June 30, 2003~~BLAIR

~~Global Relocation Solutions~~ , 2014.

WeTable offer a comprehensive suite of relocation solutions to our more than 2,500 corporate and government customers around the world, providing a wide variety of services including the sale of employees' homes, movement of their household goods, purchase of their new homes and provision of destination services. In addition, we provide our corporate customers with moving services for products that require special handling and constant monitoring due to their high value. Our relocation solutions services are provided by a team of over 6,000 employees around the world and a network of agents and other service providers. Contents

~~While most~~TABLE ofOF ~~the~~CONTENTS corporate relocations originate from the U.S. and the U.K., our relocation services are provided through our operating centers throughout the world to meet the global relocation needs of our corporate customers: five in the U.S., four in the U.K., two in Australia and one in Hong Kong. In each of these locations, our customer service and account management personnel interact with our corporate clients and their transferring employees on a regular basis.

Our moving services for our corporate, military/government and consumer markets are provided through our worldwide proprietary agent network. Our corporate, military/government and consumer businesses around the world completed approximately 155,000, 46,000 and 186,000 relocations in 2002, respectively.


	Page
Summary		1
Risk Factors		21
Forward-Looking Statements		45
Use of Proceeds		46
Dividend Policy		47
Capitalization		48
Dilution		49
Selected Historical Financial Data		50
Management’s Discussion and Analysis of Financial Condition and Results of Operations		52
Business		82
Management		103
Executive and Director Compensation		110

In North America, we provide our moving services through our proprietary branded network of 785 agents who own the trucks and trailers used in moves and are responsible for packing, hauling, storage and distribution of household goods. We act as a network manager for our agents, providing, among other things, brand management, load optimization, billing, collection and claims handling. Outside of North America, we provide moving services through a network of company-owned and agent-owned locations in Europe and the Asia Pacific region.


	Page
Certain Relationships and Related Person Transactions		125
Principal and Selling Stockholders		127
Description of Certain Indebtedness		129
Description of Capital Stock		132
Shares Eligible for Future Sale		134
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		136
Underwriting		139
Legal Matters		145
Experts		145
Where You Can Find More Information		145
Index to Financial Statements		F-1

You ~~Network~~should ~~Services~~rely only on the information contained in this prospectus or in any free-writing prospectus we may authorize to be delivered or made available to you. Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, the selling stockholders nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospectus may have changed since that date.

WeTrademarks ~~offer a variety of services targeted at meeting the needs of truck drivers, fleet owners~~ and ~~agents, both inside and outside our network. We developed these~~Trade ~~services~~Names using the knowledge of the needs of truck drivers, fleet owners and agents that we have accumulated from managing our proprietary agent network, operating our own fleets and drivers and from our frequent interactions with independent owner-operators.

~~Services offered~~We ~~include~~own ~~insurance~~or ~~coverage~~have ~~such~~the asrights ~~vehicle~~to ~~liability~~use various trademarks, ~~occupational~~service ~~accident~~marks and trade names referred to in this prospectus, ~~physical~~including, among ~~damage~~others, SIRVA, SIRVA Relocation, Allied, northAmerican, iMove.com and ~~inland~~their ~~marine~~respective ~~insurance~~logos. ~~coverage~~Solely for convenience, aswe ~~well~~refer asto ~~truck~~trademarks, ~~maintenance~~service marks and ~~repair~~ ~~services~~trade names in this prospectus without the ™, SM and ~~group~~® ~~purchasing~~symbols. InSuch ~~addition~~references are not intended to indicate, wein ~~offer~~any away, ~~suite~~that ofwe ~~services~~will ~~including~~not ~~fuel~~assert, ~~cell~~to ~~phone~~the fullest extent permitted by law, ~~tire~~our rights ~~services~~to our trademarks, ~~legal~~service ~~assistance~~marks and ~~retirement~~trade ~~programs~~names. toOther ~~the~~trademarks, ~~members~~trade ofnames or service marks appearing in this prospectus are the ~~National Association~~property of ~~Independent~~their respective owners.

2Market and Industry Information

~~Truckers,~~Market andata ~~association~~and industry information used throughout this prospectus is based on management’s knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management’s review of independent industry ~~contract~~surveys ~~truck~~and ~~drivers~~publications weand ~~acquired~~other inpublicly ~~April~~available ~~2002~~information prepared by a number of sources, including IBISWorld Inc., ~~This~~Information ~~association~~Week, ~~currently~~PwC ~~has~~Talent ~~more~~Mobility ~~than~~2020, 23Workforce Management,~~000~~ ~~owner-operator~~Worldwide ~~members~~ERC and the American Moving and Storage Association. All of the market data and industry information used in this prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. Although we believe ~~there~~that isthese ~~substantial~~sources are reliable, we cannot guarantee the accuracy or completeness of this information and we have not independently verified this information. While we believe the estimated market position, market opportunity ~~for~~and ~~continued~~market ~~growth~~size information included in this prospectus is generally reliable, such information, which in part is derived from management’s estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high

Table Transportationof Solutions. Contents

~~Our~~ degree ~~transportation~~of ~~solutions~~uncertainty ~~business~~and ~~provides~~risk ~~inventory~~due ~~management~~to ~~solutions~~a variety of factors, ~~using~~including ~~proprietary~~those ~~asset~~described ~~management~~in ~~technology~~“Risk Factors,” to“Forward-Looking ~~coordinate~~Statements” aand ~~variety~~elsewhere ofin ~~services~~this prospectus. These ~~such~~and asother ~~order~~factors ~~fulfillment,~~could ~~project-specific~~cause ~~delivery~~results ~~management,~~to differ materially from those expressed in our estimates and ~~the~~beliefs ~~tracing~~and ofin ~~products~~the ~~through~~estimates ~~customers'~~prepared ~~supply~~by ~~chains~~independent parties.

Until , 2014 (25 days after the date of this prospectus), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver ~~Our~~a ~~Competitive~~prospectus ~~Strengths~~ when acting as underwriters and with respect to their unsold allotments or subscriptions.

~~Global~~ii Industry Leader. Our history of success in the industry, together with our relentless focus on delivering high-quality service and innovative solutions to our customers, have made our brands among the most recognized and trusted in the industry. SIRVA Relocation was ranked first in the U.S. relocation market for customer satisfaction in 2002 and we believe that we are the fastest growing major global provider of relocation services. Our Allied and northAmerican brands were each ranked in the top three most recognized brand names in the U.S. moving industry in 2001, and had 18% and 13% market share in the U.S. moving industry in 2002. Our Pickfords brand is the leading and most recognized moving services brand in the U.K. Scanvan has the largest market share in the Scandinavian market. With relocation operating centers in Chicago, Denver, Connecticut, Minneapolis, Cleveland, the U.K., Hong Kong and Australia and relocation service counselors and coordinators speaking over 30 languages, we can handle clients relocating to and from virtually anywhere in the world.

Worldwide		Worldwide		North America		North America
est. 2002		est. 1928		est. 1933		est. 1957

United Kingdom		Asia Pacific		France		Scandinavia
est. 1756		est. 1926		est. 1898		est. 1894

SUMMARY

~~Comprehensive~~This ~~Relocation~~summary ~~Solutions. We~~highlights ~~can~~information ~~deliver~~contained ~~our~~elsewhere ~~relocation~~in ~~services~~this ~~through~~prospectus ~~a single point of contact, which provides our corporate customers~~ and ~~their~~does ~~employees~~not ~~with~~contain ~~high~~all ~~quality~~of ~~service~~the atinformation athat ~~low~~you ~~cost. Our single source solution offers an attractive value proposition for~~should ~~corporations~~consider ~~looking~~before toinvesting ~~reduce~~in ~~the~~our ~~administrative~~common ~~costs and burdens associated with employee relocations~~stock. AsYou ashould ~~leading~~read ~~global~~this ~~relocation~~entire ~~solutions provider with a proprietary global moving services fulfillment network~~prospectus, weincluding ~~are~~the ~~able~~sections toentitled ~~provide~~“Risk ~~moving~~Factors” ~~capacity~~ and ~~quality~~“Management’s toDiscussion ~~customers~~and ~~even~~Analysis ~~during periods~~ of ~~peak~~Financial ~~demand.~~Condition ~~Our product breadth allows us to deliver innovative~~ and ~~tailored~~Results ~~solutions to~~of ~~better~~Operations” ~~meet~~and our ~~customers'~~consolidated ~~needs.~~financial ~~For~~statements ~~example,~~and werelated ~~offer~~notes ~~both~~thereto abefore ~~traditional~~making ~~cost-plus~~an ~~model~~investment todecision. ~~corporate~~Unless ~~customers~~otherwise ~~and~~stated ain ~~fixed~~this ~~fee alternative~~prospectus, ~~set~~references asto a“we,” ~~percentage~~“our,” of“us,” ~~the value of a relocating~~“SIRVA” ~~employee's~~and ~~home.~~the ~~Our~~“Company” ~~fixed fee alternative is gaining increasing recognition~~ and ~~usage~~similar ~~from~~terms ~~our~~refer ~~clients who seek~~ to ~~reduce~~SIRVA, ~~their~~Inc. ~~overall~~and ~~cost~~its ~~and~~consolidated ~~risk~~subsidiaries.

~~Diverse~~Our ~~and~~Company Stable Revenue Base. We believe that the diversified nature of our business, which results from our geographic reach, range of product offerings and broad customer base, creates a stable business platform with predictable service volumes that mitigates the effects of economic cycles. During 2002, no single customer, other than the U.S. military/government, accounted for more than 1%

3We are a leading provider of mobility services for multi-national corporations and government institutions. Our customers, typically corporate human resources departments, use SIRVA’s solutions to optimize the deployment of their professional talent on a global basis—ensuring that their best people are leading their most important initiatives, regardless of where in the world they are located. We serve a blue-chip customer base of more than 1,800 customers, including approximately 28% of the Fortune 500 and two-thirds of the Dow Jones 30.

ofWe play a valuable role as the outsource partner for corporations and government institutions, providing an integrated solution that offers an overall enhanced mobility experience, program control and security for our ~~operating~~customers, ~~revenues~~the relocating employee (the “transferee”) and the transferee’s family. ~~The~~We ~~following~~provide ~~table~~a suite of over 50 distinct mobility services, including relocation assistance and moving services. We enable our ~~2002~~corporate ~~relocations~~and ~~illustrates~~institutional ~~the~~customers ~~global~~to ~~breadth~~outsource their mobility needs, allowing them to focus on executing their strategies and ~~diversity~~enhancing oftheir productivity. In 2013, we executed over 280,000 mobility events for our ~~relocation~~corporate, ~~business:~~government and consumer customers. Our approximately 2,700 employees, located both within our offices and on-site within our customers’ human resources departments, provide a customized solution for each transferee.

		North America	Europe	Asia Pacific	Total
		(rounded to nearest thousand)
Corporate		94,000	25,000	36,000	155,000
Military/Government		41,000	2,000	3,000	46,000
Consumer		128,000	39,000	19,000	186,000
	Total	263,000	66,000	58,000	387,000

Consistent with our marketing slogan “Everything you need, everywhere you need it,” we provide our customers with what we believe to be the most global and complete mobility solution. This has enabled us to maintain long-term relationships with our customers, as reflected by our high customer retention rates. For example, from 2011 to 2013, we achieved a 98% retention rate for our corporate customers in our Mobility Solutions segment.

~~Attractive~~A ~~Financial~~transfer ~~Model~~to a new location is a challenging time for the transferee, their spouse/partner and their entire family, and can be even more difficult if the job is located in a new country with a different language and culture. We assist the corporation and the transferee with each aspect of the mobility process to ensure a smooth relocation and we generate revenue from each of the mobility services that we provide. Our ~~business~~relocation ~~has~~services, ~~several~~or ~~attractive~~mobility ~~financial~~solutions, ~~features~~are provided by us and our network of third-party providers, ~~including:~~and our moving services, or mobility networks, are provided through our agent/franchise network.

1 ~~Our Strategies~~

WeTable intendof to focus on the following strategies to grow our revenues and profits: Contents

~~Grow~~The ~~Relocation~~following ~~Solutions.~~ is an example of the transfer of an executive and his family from Boston to Beijing and illustrates the mobility services that we provide:

LOGO

4Our expertise in providing mobility services lies in our proprietary processes, our technological capabilities and our knowledge of the complex technical and logistical components of mobilizing talent on a global basis. For example, our technical knowledge of relocation requirements in the key areas of employment law, governance, expatriate taxes, compensation, customs, immigration, cultural integration, logistics and global supply chain optimization help ensure successful mobility events worldwide.

~~Grow~~Our ~~Network~~technological ~~Services. We~~capabilities ~~intend~~are tocore ~~continue~~ to ~~grow~~ our ~~network services~~ business asmodel weand ~~focus~~customer onvalue ~~the needs~~proposition. ofOur ~~our~~technology ~~agents,~~team ~~independent~~has ~~owner-operators~~140 employees and ~~small~~a dedicated ~~fleet~~research ~~owners~~and development budget. We ~~have~~utilize ~~accumulated~~leading atechnology ~~deep~~to ~~knowledge~~provide ofeveryone ~~this~~involved ~~market~~in ~~from~~a ~~managing~~mobility ~~our~~event—from ~~proprietary~~the ~~agent~~human ~~network~~resources department, ~~operating~~the ~~our~~transferee ~~own~~and ~~fleets~~the ~~and drivers~~transferee’s ~~around~~family ~~the~~to ~~world~~our agents/franchises and third-party ~~from~~providers—with ~~frequent~~a ~~interactions~~secure ~~with~~connection ~~independent~~to ~~owner-operators.~~our ~~This~~flexible ~~gives~~technology usnetwork. anOur ~~advantage~~technological incapabilities ~~bringing~~have ~~value-added~~been ~~services,~~acknowledged ~~like~~by our ~~insurance~~customers ~~programs,~~and totheir ~~this~~technology ~~historically underserved market~~experts. In ~~addition~~2013, ~~our~~we ~~ability~~were tonamed ~~grow~~on ~~our~~the ~~independent~~Information ~~owner-operator~~Week ~~driver~~500 list ~~base~~of ~~has~~Top ~~been~~Technology ~~enhanced~~Innovators, byan ~~our~~annual ~~acquisition~~listing of the ~~National~~most ~~Association~~innovative corporate users of ~~Independent~~business ~~Truckers~~technology in ~~2002,~~the ~~whose membership~~United ~~has~~States ~~grown~~across ~~from~~all ~~approximately 13~~industries,~~000~~ ~~members~~for inthe ~~April~~11th ~~2002,~~consecutive ~~when we acquired NAIT~~year, toearning ~~over~~the ~~23,000~~#126 ~~as of July 31, 2003~~position.

~~Continue~~We operate an asset-light agent/franchise network, which has attributes similar to ~~Improve~~a ~~Operating~~traditional ~~Efficiency~~franchise model. We ~~continually~~provide ~~seek~~our tomobility services ~~improve~~through ~~our~~1,224 ~~financial~~locations, including 66 company-operated locations and ~~operating performance~~1,158 ~~through~~agent/franchise ~~cost~~locations, ~~savings~~in approximately 170 countries. We deliver our relocation services, or mobility solutions, directly and ~~productivity~~through ~~improvements~~contracted third-party providers. Our ~~operating~~network ~~revenues~~of ~~per~~third-party ~~employee~~providers ~~for~~allows ~~the~~us 12to ~~months~~deliver ~~ended~~specialized, ~~June~~local ~~30,~~expertise ~~2003~~in ~~were~~a ~~11%~~wide ~~higher~~range ~~than~~of ~~they~~countries ~~were~~and ~~for~~manage such services without incurring the 12costs ~~months~~of ~~ended June 30,~~establishing ~~2002~~them on an in-house basis. WeOur ~~are~~agents ~~very~~and ~~focused~~franchises operate onin ~~improving~~the United States and Canada under our ~~cost~~nationally ~~position~~recognized moving brands Allied and northAmerican, and in ~~every~~the ~~area~~rest of the world under our ~~business~~Allied brands. WeOur ~~continuously~~mobility ~~drive~~networks, ~~variable~~established ~~cost~~over ~~and~~many ~~fixed~~decades, ~~cost~~allow ~~productivity~~us ~~across~~to ~~each~~deliver ~~business~~a ~~segment~~quality customer experience and ~~believe~~ ~~there~~manage isthe ~~significant~~move, ~~potential~~while tothe ~~increase~~agents ~~productivity~~and infranchises provide the ~~future~~capital and labor-intensive aspects of the operations, including moving vehicles, warehouses and packaging and transportation support teams.

~~Pursue~~2 Targeted Acquisitions. We have a history of successfully integrating acquisitions to fill out our service offerings and geographic needs. Our industry expertise and brand strength have enabled us to improve the performance of the companies we acquire. We will continue to target opportunistic acquisitions that appropriately expand our capabilities.

Table of Corporate History Contents

~~Clayton,~~Over ~~Dubilier~~the &period ~~Rice~~from ~~Fund~~2008 ~~V Limited Partnership, our majority stockholder, organized us~~ to ~~acquire North American Van Lines~~2013, ~~which~~ we ~~acquired on March 29, 1998. North American Van Lines was originally organized in 1933. Since 1998, we have~~ completed ~~other~~a ~~acquisitions,~~series ~~including the acquisition~~ of ~~the~~business ~~Allied~~initiatives ~~and~~designed ~~Pickfords businesses from Exel plc on~~to ~~November~~improve ~~19, 1999. As we built~~ our ~~strength~~financial inperformance. ~~moving~~These ~~services,~~initiatives weincluded ~~saw~~implementing anew ~~significant~~policies ~~opportunity~~intended to ~~use~~improve ~~this strength to become a leading provider of comprehensive relocation services for~~ our ~~corporate~~ ~~moving~~risk ~~customers.~~management, Tofocusing ~~take~~on ~~advantage~~an ofasset-light ~~this opportunity~~strategy, wehiring ~~added~~a ~~comprehensive~~new ~~relocation~~management ~~capabilities~~team, indivesting ~~2002~~non-core ~~through~~businesses ~~our~~that ~~acquisitions~~were ofnot ~~the relocation services businesses of Cooperative~~directly ~~Resource~~related ~~Services,~~to ~~Ltd.,~~providing ~~now~~mobility ~~known as SIRVA Relocation~~services, and ~~Rowan~~lowering ~~Simmons~~our ~~Relocation Ltd~~indebtedness.

~~* * *~~Approximately 71% of our 2013 total revenue was derived from contracts with our corporate customers, which generally have durations ranging from one to four years. Approximately 29% of our 2013 total revenue was not from contracts, but was largely funded by corporations that provide “lump sum” payments to their transferring employees. We have a diversified customer base, with no single customer accounting for more than 2.4% of our total revenue in 2013 and our top ten customers accounting for approximately 12% of our total revenue in 2013.

Between 2009 and 2013, we increased our total revenue from $1,676.4 million to $1,994.2 million, Net Service Revenue from $343.2 million to $462.7 million, Adjusted EBITDA from $13.9 million to $76.8 million and net income (loss) from $(78.0) million to $9.7 million. For fiscal years 2011, 2012 and 2013, our total revenue was $1,932.4 million, $1,950.8 million and $1,994.2 ~~Principal~~million, ~~Stockholders~~ respectively, Net Service Revenue was $428.9 million, $447.0 million and $462.7 million, respectively, Adjusted EBITDA was $54.4 million, $66.7 million and $76.8 million, respectively, and net income (loss) was $(52.9) million, $(1.4) million and $9.7 million, respectively. For information on how we define Adjusted EBITDA and Net Service Revenue and reconciliations of net income (loss) to Adjusted EBITDA and total revenue to Net Service Revenue, see “—Summary Historical Financial and Other Data.”

~~Clayton,~~Our ~~Dubilier~~Market &Opportunity Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership own approximately 56.6% and 23.5% of our outstanding common stock, respectively, and will own approximately % and %, respectively, following the completion of this offering. They are private investment funds managed by Clayton, Dubilier & Rice, Inc. Of the ten members of our Board of Directors, two are principals of Clayton, Dubilier & Rice, Inc.

~~Clayton, Dubilier~~Mobility &Services ~~Rice,~~are ~~Inc.~~Critical isfor aTalent ~~leading~~Management private equity investment firm. Since its founding in 1978, private equity funds managed by Clayton, Dubilier & Rice, Inc. have invested approximately $3.9 billion in 35 businesses across a broad range of industries with aggregate transaction values in excess of $18 billion and revenues of over $25 billion. Clayton, Dubilier & Rice, Inc.'s strategy is to create value using the skills of its operating principals to improve, and then build and grow, the businesses in which funds managed by Clayton, Dubilier & Rice, Inc. invest.

~~* * *~~The talent needs of multi-national corporations are becoming increasingly global and complex. Strategic business decisions normally depend upon the deployment of employees to the most important projects with speed and agility, which drives demand for mobility services. Mobility services consist of managing numerous, distinct mobility events involving the relocation of the transferee, the transferee’s family and the transferee’s household goods from their originating location to a destination location, while also managing the related legal requirements, visa and immigration requirements, human resources policies and transferee-specific needs.

~~Our principal~~Trend ~~executive~~Toward ~~offices~~Outsourcing ~~are~~Mobility ~~located~~Services ~~at 700 Oakmont Lane, Westmont, Illinois 60559. Our phone number is (630) 570-3000.~~

5In 2012, 90% of U.S.-based corporations surveyed by Worldwide ERC outsourced mobility services. Although large corporations often have a mobility function or capability within their human resources departments, they do not typically possess the expertise or local resources across diverse geographies to manage the numerous processes involved in a mobility event. Accordingly, most corporations outsource these functions to mobility services providers to leverage the provider’s scale, expertise and technology. When seeking a provider of outsourced mobility services, human resources departments seek consistent quality of experience for their transferees, global capabilities with local service delivery, regulatory compliance and security, robust technology capabilities and program management and control.

Large and ~~The~~Growing ~~Offering~~ Global Market

Shares of common stock offered by SIRVA.
Shares of common stock offered by selling stockholders
Shares of common stock outstanding after the offering
Use of proceeds		Our net proceeds from this offering, after deducting underwriting discounts and estimated offering expenses, will be approximately $230.0 million. We intend to use most of our net proceeds from this offering to purchase or repay a portion of our outstanding debt. We will not receive any proceeds from the sale of shares by the selling stockholders.
Proposed New York Stock Exchange Symbol		SIR

Global mobility services is a large and growing market, consisting of a range of highly diversified services that enable corporations and government institutions to deploy executives and key personnel to locations throughout the world. Globalization, GDP performance, corporate spending and employment levels are key growth drivers in this market. Several trends, including corporate expansion into emerging markets and increased regulatory complexity, are also driving the shift to outsourced mobility services.

~~Unless we~~3 ~~specifically state otherwise, all information in this prospectus:~~

Table of Risk Factors Contents

You should consider carefully all the information included in this prospectus and, in particular, the specific factors set forth under "Risk Factors" beginning on page 10 for risks involved in investing in our common stockU.S. Market

6The U.S. mobility services market is well developed and is the largest mobility services market in the world. Third-party research describes U.S. mobility services as consisting of different sub-components, with relocation services and moving services as the largest.

• Relocation ~~SUMMARY~~Services. ~~CONSOLIDATED~~IBISWorld ~~FINANCIAL~~Inc. ~~AND~~(“IBISWorld”) ~~OTHER~~estimates ~~DATA~~ that the market for U.S. relocation services was $11.7 billion for 2013 and is forecasted to grow at an annualized rate of 6.9% from 2013 to 2018 to a total of $16.3 billion. Relocation services include expatriate services, temporary housing, property management, realtor advice, home sale and purchasing assistance and other value-added services. According to IBISWorld, we were a market leader in U.S. relocation services with an 18% U.S. market share in 2012.

~~The~~• ~~following~~Moving ~~table~~Services. ~~presents~~IBISWorld ~~our~~estimates ~~summary~~that ~~consolidated~~the ~~financial~~market ~~and~~for ~~other~~U.S. ~~data~~moving asservices ofwas ~~and~~$15.5 billion market for ~~the~~2014 ~~periods~~and ~~indicated~~is forecasted to grow at an annualized rate of 2.0% ~~You~~from ~~should~~2014 ~~read~~to ~~the~~2019 ~~following~~to ~~financial information~~a intotal ~~conjunction~~of ~~with~~$17.1 ~~"Capitalization,"~~billion. ~~"Selected~~Moving ~~Consolidated~~services ~~Financial~~include ~~and~~moving, ~~Other~~valuables ~~Data~~protection," ~~"Management's~~records ~~Discussion~~management and ~~Analysis~~storage, ofintegrated ~~Financial~~logistics ~~Condition~~and information services and ~~Results~~other ofvalue-added ~~Operations"~~services. ~~and~~According ~~our consolidated~~to ~~financial~~the ~~statements~~American Moving and ~~the~~Storage ~~notes~~Association to(“AMSA”), ~~those~~we ~~financial~~had ~~statements~~a ~~appearing~~29% ~~elsewhere~~U.S. market share for interstate moves in ~~this~~2013 ~~prospectus.~~among companies that self-report to AMSA.

WeInternational ~~derived~~Markets our summary consolidated statement of operations data for each of the years in the three year period ended December 31, 2002 from our audited consolidated financial statements included elsewhere in this prospectus. Our summary consolidated balance sheet and statement of operations data as of and for the six months ended June 30, 2003 and our summary consolidated statement of operations data for the six months ended June 30, 2002, respectively, are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements reflect all adjustments, including usual recurring adjustments, which in the opinion of management, are necessary for the fair presentation of that information as of and for the periods presented. Our results for the interim periods are not necessarily indicative of the results that you should expect for the full year or in the future. The pro forma net income and pro forma net income per share for the year ended December 31, 2002 and the six months ended June 30, 2003, reflect the application of our expected net proceeds from the initial public offering to repay a portion of our outstanding indebtedness as if these events had occurred on January 1, 2002 and January 1, 2003, respectively. The pro forma consolidated balance sheet data give effect to these events as if they had occurred on June 30, 2003.

		Years Ended December 31,									(Unaudited) Six Months Ended June 30,
		2000			2001			2002			2002			2003
		(Dollars in millions except share and per share data)
Statement of Operations Data:
Operating revenues(1)
	Relocation Solutions—North America	$	1,791.8		$	1,652.1		$	1,544.4		$	677.4		$	726.3
	Relocation Solutions—Europe & Asia Pacific		372.8			387.1			408.0			181.2			206.5
	Global Relocation Solutions		2,164.6			2,039.2			1,952.4			858.6			932.8
	Network Services		75.8			84.2			125.0			54.1			74.5
	Transportation Solutions		138.3			125.9			108.2			55.3			46.7
Total Operating Revenues		$	2,378.7		$	2,249.3		$	2,185.6		$	968.0		$	1,054.0
Purchased Transportation Expense(1)		$	1,559.8		$	1,438.8		$	1,303.2		$	574.6		$	576.0
Gross margin		$	385.1		$	384.1		$	418.5		$	182.3		$	209.5
Income from operations
	Relocation Solutions—North America	$	8.1		$	15.1		$	41.0		$	10.3		$	15.4
	Relocation Solutions—Europe & Asia Pacific		23.7			26.0			24.8			5.0			6.6
	Global Relocation Solutions		31.8			41.1			65.8			15.3			22.0
	Network Services		17.4			18.5			26.5			11.5			17.7
	Transportation Solutions		0.3			(6.3	)		3.3			3.7			0.4
	Corporate		(0.1	)		(0.8	)		(1.3	)		(1.0	)		(0.5	)
Total income from operations		$	49.4		$	52.5		$	94.3		$	29.5		$	39.6
Net income (loss)		$	(21.9	)	$	(16.9	)	$	20.8		$	0.2		$	6.2
Pro Forma Information:
	Pro forma net income(2)							$	30.5					$	11.5
Per Share Data:
Net income (loss) per share—basic(3)		$	(2.03	)	$	(1.52	)	$	1.06		$	(0.11	)	$	0.24
Net income (loss) per share—diluted(3)		$	(2.03	)	$	(1.52	)	$	1.05		$	(0.11	)	$	0.23
Weighted average common shares outstanding
	Basic		12,323,560			13,346,486			16,313,131			14,925,935			17,838,171
	Diluted		12,417,236			13,389,913			16,350,103			14,962,907			18,153,515

The international mobility services market has also experienced growth. In 2013, international mobility managers reported that companies moving employees to or from international regions grew an estimated 12% in Central and South America, 10% in the Middle East and 9% in Australia, New Zealand, India and Northeast Asia. According to PricewaterhouseCoopers’ Talent Mobility 2020, the average number of mobile employees from global organizations has grown 25% over the past decade and is estimated to grow an additional 50% by 2020.

7• Europe. We believe Europe is the second largest location for headquarters of large corporations. 151 of the Global Fortune 500 corporations are headquartered in Europe and account for a significant amount of global mobility volume.

Pro forma net income per share(2)(4):
	Basic							$						$
	Diluted							$						$
Other Data:
EBITDA(5)		$	103.6		$	100.9		$	137.8		$	47.2		$	63.0
Capital expenditures			55.4			48.3			33.5			17.4			9.7
Depreciation and amortization(6)			53.9			48.7			44.2			18.0			23.5
Gross margin as a percentage of operating revenue			16.2	%		17.1	%		19.1	%		18.8	%		19.9	%

•

Asia and Emerging Markets. We believe China, Brazil and India are growing markets for mobility services. As more corporations in these countries develop into global leaders, we believe their mobility needs will increase. Additionally, countries in the Middle East, including the United Arab Emirates, Qatar and Saudi Arabia, are becoming increasingly important to global corporations, driven partially by the energy industry, but also by technology, industrial, retail and business services sectors.

	As of June 30, 2003
	Actual		Pro Forma As Adjusted for Offering(2)
	(Dollars in millions)
Balance Sheet Data:
Cash and cash equivalents	$	55.6	$	65.6
Property and equipment, net		167.3		167.3
Total assets		1,512.6		1,522.6
Long-term debt(7)		620.4		454.0
Stockholders' equity		124.7

•

Australia. Australia is a relatively mature market, which is primarily impacted by the mining sector. Our revenue growth in this region has been predominantly driven by the addition of new services, new customer wins and the strength of our Allied and SIRVA Relocation brands. According to IBISWorld, we had the #1 position in Australia’s moving services market in 2013.

Years Ended December 31,						Six Months Ended June 30,
2000		2001		2002		2002		2003
(Dollars in millions)
$	818.9	$	810.5	$	882.4	$	393.4	$	478.0

Competitive Landscape

~~For~~The mobility services industry is characterized by several well-established competitors. The substantial start-up costs associated with ~~further~~establishing ~~information~~the onrequired ~~PTE~~infrastructure, ~~see~~establishing ~~"Management's~~a ~~Discussion~~global reach, building an extensive agent network and ~~Analysis~~developing a credible reputation with multi-national corporations could deter new competitors from entering the market. Additionally, global mobility events often require local service delivery capabilities in a wide range of ~~Financial~~foreign ~~Condition~~markets and ~~Results~~mobility-related oflocal ~~Operations—Results~~domain expertise, thereby limiting the risk that the industry will be subject to the introduction of ~~Operations"~~disruptive technologies or that existing providers can be replaced by low-cost, off-shoring business models.

ordinary shareTable wouldof have been $(1.22) and $(0.77) for the years ended December 31, 2000 and 2001, respectively, and diluted net income (loss) per ordinary share would have been $(1.23) and $(0.78) for the years ended December 31, 2000 and 2001, respectively. For further information, see note 6 to "Selected Consolidated Financial and Other Data" and note 6 to our consolidated financial statements included elsewhere in this prospectus. Contents

~~EBITDA is~~Corporate ~~calculated~~Lump asSum ~~follows:~~

	Year Ended December 31,								Six Months Ended June 30,
	2000			2001			2002		2002		2003
	(Dollars in millions)
Net income (loss)	$	(21.9	)	$	(16.9	)	$	20.8	$	0.2	$	6.2
Interest expense		73.4			69.2			61.2		28.9		30.1
Provision (benefit) for income taxes		(1.8	)		(0.1	)		11.6		0.1		3.2
Depreciation		38.0			33.5			35.9		16.3		18.7
Amortization		15.9			15.2			8.3		1.7		4.8
EBITDA	$	103.6		$	100.9		$	137.8	$	47.2	$	63.0

In addition to relocation benefits programs provided to key executives, corporations also provide mid and low-level employees with lump sum payments to purchase mobility services directly. We believe there is an opportunity to help these transferees acquire mobility services and to enable human resources departments to manage their lump sum programs and provide additional benefits to these transferees. Individual consumers may also seek similar assistance with mobility services in connection with their moves, which we believe is another market opportunity. To take advantage of this, in October 2013 we launched our LumpSum Xpress Marketplace. This program provides an online marketplace for mobility services, enabling transferees to manage their lump sum benefits online and enabling human resources departments to administer and track their lump sum programs.

9Do-It-Yourself, Self-Storage and Containerization

There is also a Do-It-Yourself (“DIY”) moving and storage market. In contrast to a full-service corporate solution, DIY relocations are typically completed directly by the transferee or consumer and are normally provided at a lower price point. The DIY market is generally comprised of lower level employees who receive few benefits and consumers that need a more economical ~~RISK~~service ~~FACTORS~~ to relocate to their new job and provides an additional market opportunity for mobility solutions providers. In March 2014, we acquired SMARTBOX Portable Self Storage (“SMARTBOX”), a DIY moving and storage company, to address this market opportunity.

AnDifferentiated ~~investment~~Delivery inModel our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with other information in this prospectus, before buying shares of our common stock. The risks described below are not the only ones facing our company. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results could be materially and adversely affected. The trading price of our common stock could decline and you may lose all or part of the money you paid to buy our common stock. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in those forward-looking statements as a result of certain factors including the risks faced by us described below and elsewhere in this prospectus. See "Forward-Looking Statements" on page 20.

~~Risks~~We ~~Relating~~place great value in offering an integrated end-to-end mobility solution to our customers. Both domestically and internationally, we strategically apply our core competencies to directly deliver select mobility services through our own staff and to deliver other services either through our agents and franchises or through partnerships with third-party mobility service providers. This approach enables us to relocate transferees across the globe, while delivering these specialized services with consistent quality on a local basis. Our ~~Company~~ domain experts work closely with our agent/franchise network and local third-party providers in order to maintain control over the services supply chain and provide our customers and their transferees with a secure experience.

IfOur independently owned agent network performs the moving and related services that we dooffer ~~not~~to ~~successfully~~our ~~compete~~customers ~~within~~located in the ~~highly~~United ~~competitive~~States ~~industries~~and Canada. The agent network supports the physical transportation of a transferee’s household goods under our two nationally recognized moving brands—Allied and northAmerican. Our network in the United States and Canada, which weis ~~operate~~similar to a franchise model, includes 419 third-party agents serving customers in 712 locations. We do not own the assets required to move our ~~operating~~customers ~~revenues~~in these locations. In contrast, our agents own and ~~profitability~~manage ~~could~~these beassets ~~adversely~~required to execute and deliver moving services. They maintain their own fleet of transportation vehicles and real estate portfolio of ~~affected~~warehouses and have packing/unpacking crews on their payroll. We believe our agent network positions us to maintain a low fixed-cost structure and provides us with significant operating leverage. We recently renewed the majority of the contracts with our agent network through January 2018.

~~The global~~5 relocation industry is highly competitive. In relation to relocation services, our main competitors are other corporate relocation service providers such as Prudential Financial and Cendant Mobility who are larger than us, have been in the business longer and are also our two biggest customers of our moving services business. The moving services industry is extremely fragmented. We compete primarily with other large moving companies such as Atlas Van Lines Inc., United Van Lines, Inc. and Mayflower Transit, Inc., as well as truckload carriers and independent contractors and, with respect to certain aspects of our business, intermodal transportation, railroads and less-than-truckload carriers. There are many small private participants that have strong positions in local markets. Intermodal transportation (the hauling of truck trailers or containers on rail cars or ships) has increased in recent years as reductions in train crew size and the development of new rail technology have reduced costs of intermodal shipping. The segment of the insurance services business in which we operate is also highly competitive. Our main competitors include Vanliner, Royal & Sun Alliance and Protective Insurance Company.

Competition inTable theof relocation solutions and insurance industries may force us to lower our prices, thereby affecting our operating revenues and profitability. If we do not successfully compete within these highly competitive industries, we will lose customers, in which case our operating revenues and profitability would also be adversely affected. Contents

~~Our~~The ~~business~~following ~~and~~graphic ~~financial~~illustrates ~~condition~~examples ~~could~~of bethe ~~adversely~~services ~~affected~~we byprovide ~~overall~~to ~~economic~~our ~~downturns~~agent network and ~~other~~the ~~external~~activities ~~events.~~that are performed by our agent network:

LOGO

~~We serve~~Competitive ~~numerous~~Strengths industries and customers that experience significant fluctuation in demand based on economic conditions and other factors beyond our control. As our operating results are subject to customer demand, a downturn in the business of our corporate customers or a decrease in the frequency of household moves could materially adversely affect the performance of our business. For instance, our results of operations were negatively impacted by the recent economic decline, with both the number of relocations and operating revenues decreasing on a year-over-year basis for each of the past two fiscal years, even though we consummated acquisitions during each such period. Our number of corporate relocations in the U.S. has declined each year since 2000, falling approximately 30% from the year ended December 31, 2000 to the year ended December 31, 2002.

~~Similarly, terrorist~~The ~~attacks~~following oris ~~other~~a ~~acts~~description of ~~violence or war may affect~~ the ~~financial~~competitive ~~markets,~~strengths ~~in general, or our business, financial condition and results of operation, in particular. We cannot assure you~~ that ~~there~~have ~~will~~helped ~~not~~establish beus ~~future~~as ~~terrorist~~a ~~attacks~~leading ~~against~~global ~~the~~mobility ~~United~~service ~~States~~provider: ~~or U.S. businesses. Any such attacks or~~

10Our Broad and Integrated Suite of Service Offerings

~~armed conflict~~We ~~may~~provide ~~directly~~an ~~affect~~integrated end-to-end mobility solution for our ~~physical~~customers. ~~facilities~~We ortake ~~those~~ownership of the key aspects of our customers’ global mobility programs and ~~vendors.~~deliver Inover ~~addition~~50 distinct service offerings through our in-house domain experts, ~~these~~our ~~events~~network ~~could~~of ~~cause~~exclusive ~~consumer~~agents ~~confidence~~and franchises and ~~spending~~our tothird-party ~~decrease~~providers. orOur ~~could~~broad, ~~result~~integrated insuite of services enables us to provide a ~~increased~~customized ~~volatility~~solution for each mobility event, including transferee-specific services at origin, moving of household goods and destination services, and in the ~~U.S.~~case ~~and~~of ~~world~~an ~~financial~~international ~~markets~~relocation, ~~and~~on-going ~~economy~~expatriate services during the foreign assignment.

~~Until~~Our ~~recently,~~Global weScale ~~had a history of net losses, and may not be profitable in the future.~~

We ~~had~~provide ~~net~~services ~~losses~~across ofsix ~~$20.5~~continents ~~million,~~and ~~$21.9~~in ~~million~~over ~~and~~170 ~~$16~~countries.9 ~~million~~We ~~for~~serve ~~the~~more ~~years~~than ~~ended~~1,800 ~~December~~corporate ~~25,~~customers ~~1999~~globally, ~~December~~including ~~31,~~28% ~~2000~~of ~~and~~the ~~December~~Fortune ~~31,~~500 ~~2001,~~and ~~respectively.~~two-thirds Weof ~~cannot~~the ~~assure~~Dow ~~you that~~Jones we30. ~~will~~We ~~not~~operate ~~report~~two ~~net~~of ~~losses~~the infour ~~future~~largest ~~periods.~~nationally Werecognized moving ~~cannot~~network ~~predict~~brands ~~what~~in ~~impact~~the ~~continued~~United ~~net~~States—Allied ~~losses~~and ~~might~~northAmerican—which ~~have~~are onleveraged ~~our~~across ~~ability~~a tonetwork ~~finance~~of ~~our~~419 ~~operations~~third-party agents in the ~~future~~United orStates onand ~~the~~Canada. ~~market~~Internationally, ~~value~~we ofprovide moving services under our ~~common~~ ~~stock~~Allied brands.

Our ~~success~~Local ~~depends~~Delivery and inExecution ~~part on our ability to grow our relocation services business.~~

~~Historically,~~We ahave ~~majority~~built ofa ~~our~~worldwide ~~operating~~local ~~revenues~~delivery ~~and~~capability ~~income~~in ~~from~~over ~~operations~~170 ~~was~~countries ~~derived~~through ~~from~~ our ~~moving~~66 ~~services~~company-operated ~~businesses. A significant element of our growth model~~locations, ~~however, is~~ our ~~new~~ strategy of offering a global relocation solution to customers by combining our higher margin relocation services with our proprietary moving services network. We embarked on this strategy less than two years ago with the acquisition of the business of Cooperative Resources Services1,158 ~~Ltd.,~~agent and ~~have~~franchise ~~not~~locations ~~yet~~and ~~proven~~our ~~that it will succeed in the long~~third-~~term,~~party ~~especially~~provider ~~in Europe and Asia~~network. AsThese welocal ~~are subject to intense competition and potential new entrants into the relocation industry~~agent, ~~we may not be able to achieve our growth objectives in a timely fashion, if at all.~~

~~Our~~6 ~~global relocation solutions business exposes us to some of the risks of the real estate industry.~~

The growthTable of our relocation solutions business exposes us to the risks of engaging in the real estate business. As part of our global relocation solutions package, we offer corporate customers home purchase and sale services for their employees. If a transferee's home cannot be sold within a given period of time, we may have to purchase the home for our own account and ultimately have to sell the home to a third party at a loss. In addition, we offer mortgage origination services to the employees of our corporate customers, which we fund through a warehouse mortgage facility thereby potentially increasing our own level of debt. Contents

~~Our~~ franchises ~~network~~and ~~services~~third-party ~~business~~provider ~~exposes~~relationships enable us to ~~some~~serve the complex needs of large multi-national corporations even in challenging or undeveloped markets while maintaining an asset-light structure. We actively manage our agent, franchise and third-party provider network, enabling us to deliver a consistent quality of service. We also maintain the ~~risks~~ability to provide select services directly through our in-house domain experts to control sensitive aspects of a relocation. For example, our employees provide increased safety for the ~~insurance~~transferee’s ~~industry~~family and protection over their personal information by directly delivering services in many challenging or developing countries, which we believe provides us with a competitive advantage.

In connection with our network services business, we have a wholly-owned subsidiary insurance company organized under the laws of Illinois named Transguard Insurance Company of America, Inc. The potential for growth of our network services may be offset by the risks of engaging in the insurance business. Investment returns are an important part of the overall profitability of our insurance business, and therefore fluctuations in the fixed income or equity markets could have a material adverse affect on our results of operations. Our ~~investment~~Deep ~~returns~~Domain ~~are~~Expertise also susceptible to changes in the general creditworthiness of the specific issuers of debt securities and equity securities held in our portfolio. Where the credit rating of an issuer falls so low that we are forced by regulatory bodies to dispose of our investment, we may realize a significant loss on our investment.

~~The reserves~~Our wedeep ~~maintain~~domain expertise in mobility services and our ~~insurance~~extensive ~~business~~global ~~may~~experience ~~prove~~servicing tothe becorporate ~~inadequate~~human resources departments of Global Fortune 500, mid-size companies and small businesses enables us to ~~cover~~accurately ~~our~~anticipate ~~actual~~the ~~losses~~complexities ~~sustained~~inherent in any mobility event. ~~Claims~~We ~~reserves~~typically doreview ~~not~~and ~~represent~~update anour ~~exact~~customers’ ~~calculation~~mobility policy as a key aspect of ~~liability,~~on-boarding a new ~~but~~customer. ~~rather~~We ~~are~~apply ~~estimates~~our domain expertise to establish our proprietary mobility processes and robust technological capabilities, and combine them with our employees’ knowledge of, and experience in, the ~~expected~~complex ~~liability.~~technical, Tologistical and technological components in mobilizing talent around the ~~extent~~world. ~~that~~Our ~~reserves~~employees are ~~insufficient~~highly trained and we have certified relocation and moving experts on our teams to ~~cover~~serve ~~actual~~customers. ~~losses,~~In ~~loss~~addition ~~adjustment~~to ~~expenses~~providing oran ~~future~~enhanced ~~policy~~transferee ~~benefits~~experience and better control, we ~~would~~believe ~~have~~our toexpertise ~~add~~reduces tothe risk of non-compliance with laws in different geographies. This helps prevent some of the most critical and costly errors for our customers, such as the deportation of a transferred executive due ~~claim~~to ~~reserves~~an ~~and~~unforeseen ~~incur~~visa issue or tax compliance problems in the United States or a ~~charge~~foreign country due to ~~our~~inaccurate ~~earnings~~reporting.

~~Transguard is~~A aLeading ~~party to reinsurance agreements pursuant to which it cedes the liabilities under a portion of its issued insurance policies. These agreements may be terminated by the~~Technology ~~reinsurer~~Capability upon notice or upon a change of control of our insurance subsidiary. If any of these reinsurance agreements are terminated, we cannot assure you that we can replace them on short notice or on favorable terms, in which case our exposure to claims under the underlying policies would be increased.

11Our technology platform is integrated with our customers’ human resources departments, our agent/franchise network and our third-party providers. As of December 31, 2013, we employed 140 full-time technology professionals to develop, maintain and support our technology platforms and services. We have developed an extensive knowledge of the technologies deployed for mobility solutions, which has enabled us to design and build our technology and deploy it to our customers. Our proprietary global assignment platform, SIRVA Connect, provides us with the ability to estimate costs for a move, initiate a transaction, measure and track progress and manage key aspects of a mobility event, as well as collaborate with human resources departments. Transferees are also able to manage their transfer, allowing them to track the movement of their household goods and view and request additional mobility services directly via our platform, which is accessible on the transferee’s laptop, tablet or mobile device. We have the ability to update our technology independently of the corporate IT departments with which we integrate, giving us the freedom to update and innovate our platform on our own schedule.

~~The A.M.~~Our ~~Best rating of Transguard was recently downgraded from A to A- and has been placed under review with negative implications due~~Trusted, ~~in large part, to our financial leverage prior to~~Well-Recognized ~~this~~Global ~~offering.~~Brands A.M. Best expects to resolve the under review status by the end of 2003 and we are taking steps to address its concerns. However, there can be no assurance that we will be successful in doing so, or that the steps we take will not have an adverse effect on us. In addition, we can provide no assurance that Transguard's rating will not be downgraded again in the future. Any such downgrade could have an adverse impact on us.

We ~~may~~market ~~not~~the beSIRVA ~~able~~brand to ~~recruit~~human resource professionals globally. We also own two of the top brands in moving services in the United States and ~~retain~~Canada—Allied and northAmerican. According to the 2013 Workforce Management Relocation Hotlist, SIRVA held a ~~sufficient~~19% ~~number~~share ofglobally ~~agents~~in relocation services in 2013. In 2013, ~~representatives~~we orwere ~~owner/operators~~a tomarket ~~carry~~leader ~~out~~in ~~our~~U.S. relocation ~~growth~~services ~~plans~~according to IBISWorld.

~~We rely~~7 on the services of agents to market our services and to act as intermediaries with customers, and on agents and owner/operators to provide a significant portion of our packing, warehousing and hauling services. Although we believe our relationships with our agents and owner/operators are good, we have had some difficulty obtaining or retaining qualified owner/operators in the past.

Our agentsTable are independent businesses that provide moving and storage services to our and their own customers, and approximately 20% of our 785 agents account for approximately 80% of our moving and storage business. If an agent were to terminate its relationship with us, we may not be able to recruit a replacement to service the same geographic region. Generally, there are few additional new entrants into this business and thus recruiting new agents often requires a conversion of an agent from a competing van line. Competing companies also recruit our agents. However, there is significant cost for an agent to transition from one company to another in terms of change of trademarks, signage and business process. Contents

~~Owner/operators are~~Management ~~independent~~Team contractors who own their own trucks and provide hauling and other services. Fluctuations in the economy and fuel prices, as well as a lifestyle that requires drivers to be away from home often from four to eight weeks at a time, create challenges for new entrants to that business. Further, competition for long haul owner/operators is strong among competing moving companies.

~~We cannot~~The ~~assure~~core ~~you~~values ~~that~~of weour ~~will~~leadership beteam ~~successful~~are inintegrity, ~~retaining~~collaboration, ~~our~~customer ~~agents~~service orand ~~owner/operators~~capital orefficiency. ~~that~~Our ~~agents~~leadership orteam ~~owner/operators~~has ~~that~~a ~~terminate~~diverse set ~~their~~of ~~contracts~~management ~~can~~experiences befrom ~~replaced~~companies byincluding ~~equally qualified~~General ~~personnel.~~Electric, AMcKinsey & ~~loss~~Company, inAlliedSignal, ~~the~~Getty ~~number~~Images, ofPrudential ~~qualified~~Financial, ~~drivers~~Xerox, ~~could~~Ricoh, ~~lead~~Motorola toand anDell ~~increased~~Inc. ~~frequency~~Both ofour ~~accidents~~CEO, ~~potential~~Wes ~~claims~~Lucas, ~~exposure~~ and our CFO, ~~indirectly~~Tom Oberdorf, ~~insurance~~have over ~~costs.~~14 ~~Because~~years ~~agents~~of ~~have~~experience ~~the primary~~in ~~relationship~~their ~~with~~respective ~~customers~~roles. Since Mr. Lucas joined us in 2008, weNet ~~expect~~Service ~~that~~Revenue ~~some~~has ~~customers~~grown ~~would~~from ~~terminate~~$343.2 ~~their~~million ~~relationship~~to ~~with~~$462.7 usmillion ~~were~~over the ~~agent~~period ~~that~~from ~~handles~~2009 ~~such~~to ~~customers'~~2013, ~~business~~which torepresents ~~terminate~~a ~~its~~compound ~~relationship~~annual ~~with~~growth rate ~~us.~~(“CAGR”) Inof ~~addition~~8%, aand ~~loss~~Adjusted ofEBITDA ~~agents~~has ~~could~~grown ~~impair~~from ~~our~~$13.9 ~~ability~~million to ~~guarantee~~$76.8 ~~moving~~million ~~capacity~~over the period from 2009 to ~~our~~2013, ~~relocation~~which ~~customers~~represents a CAGR of 53%.

~~Actions~~Growth ~~taken~~Strategies ~~by our agents may harm our brands or reputation, or result in legal actions against us.~~

We ~~believe~~intend ~~that~~to capitalize on our ~~strong~~leading ~~brand~~position ~~names,~~in ~~including~~mobility ~~Allied®~~services and ~~northAmerican®, are among~~ our ~~most~~global ~~valuable~~scale ~~assets.~~to ~~Our~~increase ~~proprietary~~revenue, ~~network~~enhance ~~of agents in North America operate their businesses using~~ our ~~brand~~profitability ~~names,~~and ~~including,~~maximize in the ~~case~~return ofon ~~most~~investment ~~intrastate~~for ~~moves, without~~ our ~~involvement~~stockholders. ~~Our~~We ~~agents~~seek ~~are~~to ~~independent~~achieve ~~third~~these ~~parties with their own financial~~ objectives ~~and actions taken~~ by ~~them,~~executing ~~including~~on ~~breaches of their contractual obligations to us, could harm our brands or reputation, or result in legal actions against us. Any negative publicity~~the ~~associated~~following ~~with~~key ~~our~~strategies: ~~agents may affect our reputation and thereby adversely impact our results of operations.~~

12Grow Market Share and Win New Customers

~~Potential~~We ~~liability~~intend ~~associated~~to ~~with~~leverage ~~accidents~~our inleading ~~the~~market ~~trucking~~position, ~~industry~~global ispresence, ~~severe~~well-recognized brands, integrated service offering and ~~occurrences~~commitment ~~are~~to delivering ~~unpredictable~~a high-quality of service to grow our market share and win new customers. InOur ~~addition~~recently implemented sales and marketing initiatives, including an ~~increase~~expanded sales team, a new global sales strategy, targeted marketing efforts and new agent/franchise sales process will be integral in ~~liability~~our efforts to win new customers. We believe that our differentiated technology solutions will also be a key factor in our ability to increase our market share. In 2013, ~~property~~we orwon ~~casualty~~four out of the five ~~insurance~~largest ~~premiums~~requests ~~could~~for ~~cause~~proposal (“RFPs”) that we competed for and signed 41 new U.S. and Canadian corporate relocation customers. We believe that the addition of these new customers will provide incremental revenue and reinforce our leading position in the mobility services market. We are focused on offering customizable solutions, which enable us to ~~incur~~win ~~significant~~business ~~costs~~and develop long-standing relationships with our customers, leading to a 98% customer retention rate for the period from 2011 to 2013 for our corporate customers in our Mobility Solutions segment.

~~We use~~Expand ~~the~~Globally services of a significant number of drivers in connection with our pick-up and delivery operations, and from time to time such drivers are involved in accidents, including accidents occurring in operations that do not involve us. Potential liability associated with accidents in the trucking industry may be severe and occurrences are unpredictable. We are also subject to substantial exposure due to workers' compensation and cargo claims expense, whether or not injuries or damage occur in the context of a traffic accident.

We ~~carry~~ ~~insurance~~believe tothere ~~cover~~are ~~liability~~growth opportunities in Asia, the Middle East, South America and ~~workers'~~Africa ~~compensation~~as ~~claims.~~corporations Wein ~~cannot~~these ~~assure~~markets ~~you~~continue to expand their global reach, ~~however~~increasing their need for global mobility services, ~~that~~and ~~our~~as ~~insurance~~U.S. ~~will~~and beEuropean ~~adequate~~multinational corporations continue to ~~cover~~focus ~~all~~on ofgrowing ~~our~~in ~~liabilities~~these regions. ToWe ~~the~~have ~~extent~~an extensive agent/franchise network in these regions, weincluding ~~were~~85 tolocations ~~experience~~in aAsia ~~material~~Pacific, ~~increase~~113 locations in Africa and the ~~frequency~~Middle orEast ~~severity~~and of63 ~~accidents~~locations in Central America and South America. In addition, ~~cargo~~we ~~claims~~have or51 ~~workers'~~company-operated ~~compensation~~locations ~~claims~~in Asia Pacific, orthree locations in Africa and the ~~unfavorable~~Middle East ~~resolution~~and two locations in Central and South America. In 2012, we hired a team of ~~existing~~mobility ~~claims~~professionals to lead our growth efforts in Asia, and we ~~might~~have bebeen focused on strengthening our market position in underserved countries in that region, ~~required~~including China, Singapore and Malaysia. Additionally, in 2011 and 2012, we acquired relocation services businesses with locations in India and Brazil and invested in these regions to ~~incur~~further ~~substantial~~strengthen ~~costs~~our ability to ~~cover~~serve these ~~claims~~markets. InWe ~~addition,~~are also planning to expand our ~~results~~service ofofferings ~~operations~~in ~~would~~key ~~be adversely~~markets, ~~affected~~including ifoffering ~~the~~new ~~premiums~~immigration ~~for~~services ~~our~~in ~~liability~~Malaysia, ~~workers'~~new ~~compensation~~destination ~~and~~services ~~casualty~~in ~~claims~~the ~~were~~United toArab ~~increase~~Emirates ~~substantiality~~and new relocation services in Qatar.

IfWe are also targeting expansion of our business in Europe. We believe that we ~~lost~~can ~~one~~leverage orour ~~more~~existing European mobility infrastructure, consisting of ~~our~~171 ~~government~~agent/franchise ~~licenses~~locations orand ~~permits~~two orcompany-operated ~~became~~offices ~~subject~~in 42 countries, which we have developed to ~~more~~serve ~~onerous~~our ~~government~~U.S.-based ~~regulations~~customers, weto ~~could~~market beto ~~adversely~~these ~~affected~~European-headquartered companies. We are also investing in sales and marketing capabilities in the region to expand our

~~Our operations~~8 are subject to a number of complex and stringent transportation, environmental, labor, employment, insurance and other laws and regulations. These laws and regulations generally require us to maintain a wide variety of certificates, permits, licenses and other approvals. For example, in the U.S., we maintain licenses and permits issued by the Surface Transportation Board, the Federal Motor Carrier Safety Administration and the Department of Transportation as well as the Federal Maritime Commission and insurance and banking regulators. In Europe, we hold "O" (operators) licenses and international transport licenses in 11 countries issued by the relevant local authorities. In the Asia-Pacific region, we hold various commercial vehicle licenses, as well as other licenses for international relocation.

Our failureTable to maintain required certificates, permits or licenses, or to comply with applicable laws, ordinances or regulations, could result in substantial fines or possible revocation of our authority to conduct our operations, which in turn could restrict our ability to conduct our business effectively and to provide competitive customer services and thereby have an adverse impact on our financial condition. Contents

We ~~cannot~~customer ~~assure~~base. ~~you~~For ~~that~~example, ~~existing~~in ~~laws~~2012, orwe ~~regulations~~hired ~~will~~a ~~not~~mobility beprofessional ~~revised~~with orover ~~that~~20 ~~new~~years ~~more~~of ~~restrictive~~experience ~~laws~~in orthe ~~regulations~~global ~~will~~mobility ~~not~~industry beto ~~adopted~~lead orour ~~become~~European ~~applicable to us~~operations. WeDuring ~~also~~2012 ~~cannot assure~~and ~~you~~2013, ~~that~~ we had ~~will~~success bewinning ~~able~~business towith ~~recover~~three ~~any~~large orEuropean-headquartered ~~all~~customers. ~~increased~~In ~~costs~~addition, ofin ~~compliance~~March ~~from~~2014, ~~our~~we ~~customers~~acquired orInHouse ~~that~~Relocation ~~our~~GmbH ~~business~~(“InHouse”), ~~and~~a ~~financial~~niche ~~condition~~German ~~will~~mobility ~~not~~company, beto ~~materially~~grow ~~and~~our ~~adversely~~position ~~affected by future changes~~ in ~~applicable laws and regulations~~Germany.

WeIncrease ~~may~~“Share beof ~~subject~~Wallet” towith ~~litigation~~Current orCustomers ~~governmental investigations as a result of our operations.~~

WeOur ~~have~~broad ~~received~~service ~~two~~offerings ~~subpoenas~~provide inan ~~connection~~opportunity ~~with~~to ~~investigations~~cross-sell ~~being~~our ~~conducted~~diverse bysuite ~~attorneys~~of inservices. ~~the~~Our ~~Department~~team of ~~Justice.~~dedicated ~~Management~~domain ~~has~~experts ~~not determined what~~works ~~impact,~~closely ifwith ~~any,~~our ~~these~~customers ~~investigations~~and ~~will~~their ~~have~~transferees onto ~~us.~~understand ~~However,~~their ~~there~~individual ~~can~~needs beat noevery ~~assurance~~stage ~~that~~of ~~their~~the ~~impact~~relocation ~~will~~process ~~not~~and beto ~~material.~~identify Weareas ~~are~~where ~~also~~we ~~subject~~can toincrease ~~litigation~~the ~~resulting~~quantity ~~from~~and ~~our~~depth ~~operations, including~~of ~~litigation~~services ~~resulting~~that ~~from~~we ~~accidents~~provide ~~involving~~to our ~~agents~~customers and ~~drivers~~their transferees. ~~Such~~We ~~accidents~~believe ~~have~~we ~~involved,~~are ~~and~~positioned into leverage the ~~future~~breadth ~~may~~of ~~involve,~~our ~~serious~~mobility ~~injuries~~services orto expand the ~~loss~~scope of ~~lives.~~our ~~Such~~work ~~litigation~~with ~~may result~~a particular customer in ~~liability~~a tovariety usof orways. ~~harm~~For example, once we have established a relationship with our ~~reputation.~~customers, ~~While~~our account ~~the~~managers ~~impact~~seek ofto ~~this~~add ~~litigation~~services isto ~~typically~~the ~~immaterial~~contract, ~~there~~such ~~can~~as beour novisa ~~assurance~~services. ~~that~~Our ~~its~~moving ~~impact~~counselors ~~will~~also ~~not~~offer betransferees ~~material~~additional inservices during the ~~future~~relocation and at their destination location.

13Continue New Product Development

~~Contingent~~We intend orto ~~future~~continue ~~environmental~~to ~~liabilities~~develop ~~could~~and ~~cause~~market usnew technologies and tools that are designed to ~~incur~~solidify ~~significant~~our ~~costs~~market position, expand our customer base, convert internet leads into revenue generating opportunities and ~~adversely~~be ~~affect~~more responsive to our customers’ ~~operations~~needs. We have several projects in various stages of development that we believe can be commercialized into attractive organic growth opportunities. Certain projects in development involve combining our industry expertise, global reach and proprietary technology platform to provide our customers with highly customized solutions. For example, we have recently developed a corporate human resources portal to enable human resources departments to access our mobility services directly, commercialized a global cost estimator and implemented a new reporting tool. We have also developed a portal for transferees so that they can shop directly for services, receive support and track the movement of their household goods. This portal is accessible on the transferee’s mobile phone and tablet. Additionally, we are working on expanding our service offerings to increase customer usage of higher margin services, such as expatriate taxes and compensation services.

~~We are~~Expand ~~subject~~Into toAdjacent aMarkets wide range of environmental laws and regulations under the foreign, U.S., state and local laws that govern our operations. Among other things, these requirements regulate discharges of pollutants into the water, air and land, the use, management and disposal of hazardous substances, and the cleanup of contaminated sites. We could incur substantial costs, including cleanup costs, fines and civil or criminal penalties, third party property damage or personal injury claims, or the reduction or suspension of our operations as a result of violations of or liabilities under environmental laws or non-compliance with the environmental permits required at our facilities. Contaminants have been detected at some of our present or former sites, principally in connection with historical operations. In addition, we own or lease, or in the past have owned or leased, facilities at which underground storage tanks are located, some of which have leaked in the past. We have been, and may in the future be responsible for investigating and remediating contamination at these sites, or at off-site locations where we sent hazardous wastes for disposal. While we regularly make capital and operating expenditures to stay in compliance with environmental laws, future or contingent environmental liabilities, including remediation costs, could have a material effect on our business.

~~Our~~We are continuously looking for opportunities to enter adjacent markets and capture new business. isIn ~~highly~~October ~~seasonal~~2013, ~~which~~we ~~leads~~launched the LumpSum Xpress Marketplace, targeting individual transferees who receive a lump sum payment to ~~fluctuations~~relocate inand are obtaining mobility services on their own. These transferees are often a majority of a corporation’s relocating employees and tend to be mid or low-level employees and new hires. We believe this represents an under-served market. Our product provides a portal to our ~~operating~~global ~~results~~network of agents, franchises and ~~working~~third-party ~~capital~~providers ~~needs~~along with our local delivery capability, enabling the transferees to better facilitate their mobility experience and stretch their lump sum allowance by using discounts they earn through our supply chain. The human resources department is now able to offer these transferees a service never before available. The human resources department also benefits from visibility of the relocation services utilized and monies spent, which allows them to better manage this group of transferees.

~~The relocation~~We ~~business~~are isalso ~~highly~~targeting ~~seasonal due to~~ the ~~increase~~estimated in$7.0 ~~moving~~billion ~~activity~~self-storage ~~during~~market and the ~~summer~~multi-billion ~~months.~~dollar ~~With~~self-moving ~~respect~~market toand ~~our~~believe ~~Global~~that ~~Relocation~~our ~~Solutions~~March ~~business,~~2014 ~~our~~acquisition ~~results~~ of ~~operations~~ ~~and~~SMARTBOX ~~cash~~Portable ~~flow~~Self ~~fluctuate~~Storage ~~significantly~~(“SMARTBOX”), ~~from~~a ~~quarter~~DIY tomoving ~~quarter~~and ~~due~~storage tocompany, ~~the~~provides ~~higher~~a ~~shipment~~platform ~~amounts~~for ~~associated with~~ the ~~summer~~expansion ~~months. Certain~~ of our ~~operating~~mobility ~~expenses are fixed, and cannot~~solution beinto ~~reduced~~these ~~during~~DIY ~~the fall and winter months when there is decreased demand for relocation services~~markets. IfWe webelieve ~~are unable to capitalize on~~ the ~~peak~~SMARTBOX ~~summer~~acquisition ~~season~~will orallow ~~successfully~~us ~~manage~~to ~~the~~expand ~~decreased activity during~~our ~~other~~mobility ~~parts~~service ofoffering ~~the~~to ~~year,~~ our ~~annual~~corporate ~~performance~~customers ~~may~~that bewant ~~materially~~to ~~adversely~~provide ~~affected.~~a ~~The~~DIY ~~seasonal~~option ~~nature~~to oftheir ~~the~~employees ~~moving~~and ~~business~~to ~~results~~consumers inlooking ~~increased~~for ~~short-term~~a ~~working~~more ~~capital~~economical ~~requirements in~~moving ~~summer~~and ~~months~~storage option.

~~Our~~9 owner/operators are currently not considered to be employees by taxing and other regulatory authorities. Should these authorities change their position and consider our owner/operators to be our employees, our costs related to our tax, unemployment compensation and workers' compensation payments could increase significantly.

From timeTable to time, certain parties, including the Internal Revenue Service, state authorities and the owners/operators themselves, have sought to assert that owner/operators in the trucking industry are employees rather than independent contractors. To date, these parties have not been successful in making these assertions against us. We consider all of our owner/operators to be independent contractors. We cannot assure you that tax authorities will not successfully challenge this position, that interpretations supporting our position will not change, or that federal and state tax or other applicable laws will not change. If owner/operators were deemed to be employees, our costs related to tax, unemployment compensation, and workers' compensation could increase significantly. In addition, such changes may be applied retroactively, and if so we may be required to pay additional amounts to compensate for prior periods. Contents

~~The~~Improve ~~international~~Productivity ~~scope~~and ofOperations ~~our~~to ~~operations~~Increase ~~may~~Margins ~~adversely affect our business.~~

We ~~face~~continually ~~certain~~seek ~~risks~~to ~~because~~improve our financial and operating performance through productivity improvement initiatives. We utilize Six Sigma, LEAN and other leading operational excellence tools to enhance our productivity. Over the last five years, we ~~conduct~~have anfocused ~~international~~on ~~business~~productivity improvements that we believe have positioned us to improve our operating efficiency. We are upgrading our IT systems and modernizing our operating system, ~~including:~~installing GPS tracking devices on our agent’s trucks to enable network optimization and automating sales systems to enhance pricing capabilities and invoice processing. We have made significant progress to provide transferees with technology that improves their experience with us and streamlines the implementation of the mobility process. From 2009 to 2013, we reduced selling, general and administrative expense as a percent of Net Service Revenue from 53% to 39%, and Adjusted EBITDA as a percent of Net Service Revenue grew from 4% to 17% over this same period. We believe that there is potential to further increase our productivity.

14Revenue Model

LOGO

~~In addition~~The primary driver of our revenue is initiations, anwhich ~~adverse~~represent ~~change~~the involume ~~laws~~of ortransferees ~~administrative~~and ~~practices~~families engaging in ~~countries~~a ~~within~~mobility ~~which~~event wewith ~~operate~~us. orA ~~our~~mobility ~~information~~event ~~systems~~can ~~support~~last anywhere from a month to several years. The average revenue per initiation varies depending on the complexity of the mobility event and ~~application~~the ~~software~~number ~~development~~and ~~are~~mix of services utilized. The ~~performed~~revenue ~~could~~per ~~have~~initiation aincludes ~~material~~fees ~~adverse~~paid ~~effect~~by onthe ustransferee, fees paid by the corporation and referral fees we receive for services provided by contracted third-party providers.

In our Mobility Solutions segment, our initiations vary from multiple premium services for home owners (initiations with home ownerships) to single services, and cover both domestic and global initiations under contracts signed in the United States. The average revenue per initiation involving home owners is typically the highest because of the need for complex mobility services, higher benefit packages provided to employees and higher value of personal possessions. We ~~are~~earn ~~exposed~~fees for both the relocation of the transferee and their family from one location to ~~currency~~another ~~fluctuations~~and also for the destination services we provide, which ~~may~~include visa, ~~have~~corporate anhousing, ~~adverse~~cultural ~~effect~~training, onlanguage lessons, school and spousal/partner support, and additional fees from ongoing services including expatriate payroll, expatriate expenses, property management and other services. As part of our broad suite of service offerings, we also provide home purchase and home sale assistance. Home purchase and sale assistance contributes significant revenue overall by enabling us to capture other complex mobility services as part of the bundled offering, partially offset by the corresponding cost of assisting in these home purchase and sale transactions.

~~A large~~In ~~portion of~~ our ~~operating~~Mobility ~~revenues~~Networks segment, initiations are ~~from~~domestic ~~operations~~or ~~outside~~international ofin ~~the United States~~nature. ~~These~~The ~~operating~~average ~~revenues~~revenue ~~are~~per ~~denominated~~initiation inis ~~the~~a ~~local~~function ~~currency~~of ~~for~~ the ~~country~~mix inof ~~which~~services ~~our international~~required ~~subsidiaries~~by ~~own~~the ~~their primary assets~~transferee. ~~Although~~International ~~the~~initiations ~~majority of expenses~~ are ~~incurred~~typically in the ~~same~~highest ~~currency~~revenue inper ~~which~~initiation ~~corresponding~~due ~~operating revenues are generated, we are exposed~~ to more ~~fluctuation~~services inneeded ~~foreign~~by ~~currencies in~~ the ~~translation of the applicable currencies into U~~transferee.S. ~~Dollars.~~We ~~Any~~recognize ~~appreciation~~revenue ininvoiced to the ~~value~~transferee ofand ~~the~~incur ~~U.S.~~costs ~~Dollar~~(purchased ~~relative~~transportation toexpense, ~~such~~or ~~currencies~~“PTE”) ~~could~~for ~~have~~services anprovided ~~adverse effect~~by onour usagent/franchise network.

~~Fuel~~We isare athe ~~significant~~sole ~~cost~~contractor ~~element~~used infor the ~~trucking~~program ~~transportation~~management ~~industry,~~of ~~and~~relocation ~~fuel~~services ~~prices~~to ~~and/or~~most ~~availability~~of ~~have~~our ~~been~~corporate ~~subject~~customers toin ~~volatility~~our inMobility ~~the~~Solutions ~~past~~segment. Our periodic conversations with human resource teams regarding

~~We utilize~~10 numerous trucks and tractor trailers in the performance of day to day services in the household goods, specialized transportation and office moving lines of our business, which is a part of our Global Relocation Solutions business. We often employ the services of third party transportation providers, particularly using owner/operators in the U.S. domestic moving business, those third parties also being subject to variations in fuel prices. We cannot assure you that fuel prices will remain stable, or that supplies of fuel will always be available. Should costs escalate, we or our third party providers may not be able to fully recover the cost increase by changes in spot pricing for our or their services. As a result, fuel costs could impact our margins, and third parties who provide transportation services to us may be unwilling to do so without an increase in compensation.

WeTable areof a holding company with no significant independent operations and therefore rely on our subsidiaries to make funds available to us.Contents

We ~~are~~their abudgets ~~holding~~for ~~company~~mobility ~~with~~events noprovide ~~significant~~an ~~independent~~indication ~~operations and no significant assets other than the capital stock~~ of our ~~subsidiaries,~~future ~~including North American Van Lines. We~~revenue, ~~therefore,~~ ~~will~~as becorporate ~~dependent~~expenditure ~~upon~~on ~~the~~relocation ~~receipt~~generally offollows ~~dividends~~budget orallocations ~~other distributions from our subsidiaries. The North American Van Lines senior secured credit facilities~~ and the ~~indentures~~corporate ~~governing~~programs ~~its~~for employee ~~senior~~benefits ~~notes~~are ~~contain~~difficult ~~restrictions on distributions from North American Van Lines~~ to ~~us, other than for certain specified purposes~~change. ~~Our~~These ~~inability~~characteristics toof ~~receive funds from~~ our ~~operating~~business ~~subsidiaries~~model, ~~could adversely~~combined ~~affect~~with our ~~ability~~high tocustomer ~~meet~~retention ~~our~~rate, ~~obligations~~provide ~~and~~us towith ~~make~~visibility ~~dividend~~into ~~payments and other distributions to holders of~~ our ~~common~~future ~~stock~~business performance.

WeOur ~~have~~Principal ~~had~~Stockholders substantial existing debt and may incur substantial additional debt in the future, and the agreements governing our debt contain restrictions that could significantly restrict our ability to operate our business.

~~As of~~Following ~~June~~the ~~30,~~consummation ~~2003,~~of onthis aoffering, ~~pro~~affiliates ~~forma~~of ~~basis~~Aurora ~~after~~Capital ~~giving~~Group ~~effect~~(“Aurora”) ~~to this offering~~ and ~~the~~Equity ~~application~~Group ofInvestments (“EGI”) ~~proceeds~~are ~~therefrom,~~expected weto ~~would~~own ~~have~~approximately % ~~had~~and % ~~total outstanding long-term debt~~ of ~~$454.0 million,~~our ~~total~~ outstanding ~~short-term~~common ~~debt~~stock, ofrespectively, ~~$119.7~~or % ~~million~~ and %, ~~shareholders'~~respectively, ~~equity~~if ofthe ~~$ million.~~underwriters exercise ~~However,~~their weoption ~~may~~to ~~incur~~purchase additional ~~debt~~shares in ~~the~~full. ~~future,~~As ~~which~~a ~~would~~ result, inAurora aand ~~greater portion~~EGI ofwill ~~our~~be ~~cash~~able ~~flow~~to ~~from~~exert ~~operations~~significant ~~being~~voting ~~dedicated~~influence toover ~~the~~fundamental ~~payment~~and ofsignificant ~~principal~~corporate matters and ~~interest~~transactions. onSee ~~our~~“Risk ~~indebtedness,~~Factors—Risks Related ~~thereby~~to ~~reducing~~this ~~the~~Offering” ~~funds~~and ~~available~~“Principal toand usSelling ~~for other purposes~~Stockholders.”

~~Our senior~~Aurora ~~secured~~and ~~credit~~EGI ~~facilities~~may ~~contain~~acquire aor ~~number~~hold ofinterests ~~significant~~that compete ~~covenants~~directly ~~that~~with us, ~~among~~or ~~other~~may ~~things,~~pursue ~~restrict~~acquisition opportunities that are complementary to our ~~ability~~business, making such an acquisition unavailable to ~~incur~~us. ~~additional~~Our ~~indebtedness,~~amended ~~pay~~and ~~dividends,~~restated ~~make~~certificate of incorporation will contain provisions renouncing any ~~acquisitions~~interest or ~~engage~~expectancy inheld ~~mergers~~by orour ~~consolidations~~directors affiliated with Aurora and ~~make~~EGI ~~capital~~in ~~expenditures~~certain corporate opportunities. InFor ~~addition~~further information, ~~under~~see ~~our~~“Risk ~~senior~~Factors—Risks ~~secured~~Related ~~credit~~to ~~facility,~~Our weCompany ~~are~~and ~~required~~Our Organizational Structure—Each of Aurora and EGI independently has substantial control over us and will be able to ~~comply~~influence corporate matters with ~~specified~~respect ~~financial~~to ~~ratios~~us. Aurora and ~~tests,~~ ~~including~~EGI ~~consolidated~~may ~~debt~~have tointerests that differ from each other and from those of our other stockholders.”

15Aurora Capital Group

~~EBITDA~~Aurora Capital ~~ratio~~Group, ~~and~~founded ~~interest~~in ~~coverage~~1991, ~~ratio~~is ~~requirements~~a Los Angeles-based private investment firm. ~~Compliance~~Aurora’s ~~with~~Resurgence ~~these~~Funds ~~covenants~~focus ~~for~~on ~~subsequent~~investing ~~periods~~in ~~may~~equity beand ~~difficult~~debt ~~given~~securities ~~current~~of middle-market companies. Aurora acts as a constructive partner with management teams and other stakeholders ~~economic~~to ~~conditions.~~help ~~The~~drive ~~indenture governing~~financial ~~our~~growth ~~senior~~and ~~subordinated~~operational ~~notes~~improvements. ~~also~~Its ~~contains~~broad ~~certain~~investment ~~restrictive~~mandate ~~covenants.~~allows ~~See~~Aurora ~~"Description~~to be a flexible source of ~~Our~~capital ~~Indebtedness~~in creating tailored solutions for companies across a variety of industries."

~~Our ability~~Equity toGroup ~~comply~~Investments with the covenants and restrictions contained in our debt instruments may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any such covenants or restrictions could result in a default or cross default under our debt instruments and would permit the lenders or noteholders, as the case may be, to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest, and the commitments of our senior secured lenders to make further extensions of credit under the credit facilities could be terminated. If we were unable to repay our indebtedness to our senior secured lenders, these lenders could proceed against the collateral securing such indebtedness.

~~Any~~Equity ~~difficulties~~Group Investments ~~with~~is ~~our~~a ~~information~~Chicago-based ~~systems~~private orinvestment ~~our~~firm ~~information~~founded ~~systems~~by ~~providers~~Sam ~~could~~Zell ~~delay~~over or40 ~~disrupt~~years ~~our~~ago. ~~ability~~The tofirm’s ~~service~~current ~~our~~investment ~~customers~~portfolio has equity interests in real estate, energy, logistics, transportation, media and ~~impair~~healthcare. ~~our~~EGI’s ~~competitiveness~~current holdings also include fixed-income investments in public and private companies.

~~Sophisticated information~~Risks ~~systems~~Affecting ~~are~~Our ~~vital~~Business to our growth and our ability to manage and monitor the flow of goods we are transporting and to provide attractive logistics solutions services, which depend on technologically advanced systems. As these systems are evolving rapidly, we will need to continually enhance them. We may encounter difficulties in enhancing these systems or in integrating new technology into our systems in a timely and cost-effective manner. Such difficulties could have a material adverse effect on our ability to operate efficiently and to provide competitive customer service.

~~To compete~~Investing ~~effectively,~~in weour ~~must~~common ~~anticipate~~stock ~~and~~involves ~~adapt~~a tohigh ~~technological~~degree ~~changes~~of ~~and~~risk. ~~offer,~~You onshould aconsider ~~timely~~carefully ~~basis,~~the ~~competitively~~risks ~~priced~~described ~~services~~in ~~that~~“Risk ~~meet~~Factors” before ~~evolving~~making ~~industry~~a ~~standards~~decision ~~and customer~~to ~~preferences.~~invest Wein ~~may~~our ~~choose~~common ~~new~~stock. ~~technologies~~If ~~that~~any ~~later~~of ~~prove~~these torisks beactually ~~inadequate~~occur, orour ~~may~~business, befinancial ~~forced~~condition toand ~~implement~~results ~~new~~of ~~technologies~~operations atwould ~~substantial~~likely ~~cost~~be tomaterially ~~remain~~adversely ~~competitive~~affected. In ~~addition~~such case, ~~competitors~~ ~~may~~the ~~implement~~trading ~~new~~price ~~technologies~~of ~~before~~our wecommon stock ~~do,~~would ~~allowing~~likely ~~such~~decline, ~~competitors~~and toyou ~~provide~~may ~~lower~~lose ~~priced~~all or ~~enhanced~~part ~~services~~of ~~and~~your ~~superior quality compared to those we provide~~investment. ~~This~~Below ~~development could~~is ~~have~~ a ~~material~~summary ~~adverse~~of ~~effect~~some onof ~~our~~the ~~ability~~principal torisks ~~compete~~that we face.

~~Two third~~• ~~party~~We ~~vendors~~face ~~together~~intense ~~provide~~competition ~~100% of our information systems infrastructure and, at least, 50% of our application software development, respectively. While we have a disaster recovery plan~~ in ~~conjunction~~each ~~with these vendors, we can provide no assurance that the plan will be adequate in the event~~ of ~~an actual disaster. Adverse conditions affecting the financial condition and other important aspects of these vendors' operations may adversely affect~~ our ~~ability~~operating ~~to operate efficiently or to continue operations under certain adverse conditions.~~ segments;

• We ~~are~~may ~~dependent~~be onaffected ~~our~~by ~~highly~~adverse ~~trained~~conditions ~~executive officers and employees. Any difficulty~~ in ~~maintaining~~the ~~our~~global ~~current~~economy ~~employees~~ or in ~~hiring~~global ~~similar~~financial ~~employees would adversely affect our ability to operate our business.~~markets;

~~Our operations~~11 are managed by a small number of key executive officers. The loss of any of these individuals could have a material adverse effect on us. In addition, our success depends on our ability to continue to attract, recruit and retain sufficient qualified personnel as we grow. Competition for qualified personnel is intense. We cannot assure you that we will be able to retain senior management, integrate new managers, or recruit qualified personnel in the future.

16Table of Contents

If• weOur ~~acquire~~customer contracts do not provide for any ~~companies~~minimum orpurchase ~~technologies~~amounts, inand ~~the~~if ~~future~~our customers are not successful, they could ~~prove~~decrease ~~difficult~~the tonumber ~~integrate~~of initiations or mobility benefits for their employees, ~~disrupt~~and our ~~business,~~customers ~~dilute~~have ~~stockholder~~the ~~value~~ability orto ~~have~~terminate antheir ~~adverse~~contract ~~effect~~with us on ~~our~~ ~~results~~short ~~of operations.~~notice;

~~We intend~~• toOur ~~expand~~growth ~~our~~depends, ~~business~~in ~~primarily~~large ~~through internal growth~~part, ~~but~~on ~~from~~continued ~~time~~growth toin ~~time~~outsourcing weof ~~may~~mobility ~~consider strategic acquisitions. Any future acquisition would involve numerous risks including:~~ services;

~~If we~~• ~~make~~We ~~acquisitions~~have ina ~~the~~history ~~future,~~of ~~acquisition-related~~operating ~~accounting~~losses ~~charges may affect our balance sheet~~ and ~~results of operations. We~~ may not bemaintain ~~successful~~profitability in ~~addressing~~the ~~these risks or any other problems encountered in connection with any acquisitions.~~ future;

~~Risks~~• ~~Relating~~We are exposed to ~~Our~~risks ~~Common~~related ~~Stock~~to the purchase, ownership, financing and ~~This~~resale ~~Offering~~ of transferred employees’ homes at a loss;

~~There~~• ~~currently~~We ~~exists~~contract noto ~~market~~provide ~~for~~ our ~~common~~premium ~~stock.~~home Wesale ~~cannot~~product ~~assure~~on ~~you~~a ~~that~~fixed anpercentage ~~active~~basis ~~trading~~and ~~market~~inaccurate ~~will~~estimates ~~develop for our common stock. If our stock price fluctuates after this offering, you~~ could ~~lose~~materially aimpact ~~significant~~the ~~part~~profitability of ~~your~~these ~~investment.~~services;

~~Prior to~~• ~~this~~We ~~offering,~~often ~~there~~face ~~was~~a nolong ~~public~~selling ~~market~~cycle ~~for~~to ~~shares~~secure ofa ~~our~~new ~~common~~contract ~~stock. An active market may not develop following the completion of this offering or, if developed, may not be maintained. We negotiated the initial public offering price~~ with ~~the underwriters. The initial public offering price may not be indicative of the price at which~~ our ~~common~~corporate ~~stock~~customers, ~~will~~as ~~trade~~well ~~following completion~~as oflong ~~this~~implementation ~~offering.~~periods ~~The~~that ~~market~~require ~~price~~significant ofresource ~~our common stock may also be influenced by many factors, some of which are beyond our control, including:~~ commitments;

~~As a~~• ~~result~~Our ofinternational ~~these~~operations ~~factors,~~subject ~~investors~~us ~~in our common stock may not be able~~ to ~~resell~~risks ~~their~~of ~~shares~~doing atbusiness orin ~~above~~foreign ~~the~~countries, ~~initial~~including ~~offering~~exposure ~~price. In addition~~to, ~~the~~and ~~stock~~potential ~~market~~fines ~~in general has experienced extreme price~~ and ~~volume~~other ~~fluctuations~~penalties ~~that~~from, ~~have~~anti-corruption ~~often~~laws ~~been~~and ~~unrelated~~export-control orregulations, ~~disproportionate~~including tothose ~~the~~promulgated ~~operating~~by ~~performance of companies like us. These broad market and industry factors may materially reduce~~ the ~~market~~Office ~~price~~ of ~~our~~Foreign ~~common~~Assets ~~stock,~~Control ~~regardless of our operating performance.~~ (“OFAC”);

17• We are dependent on third-party providers and service instability from these providers could increase our operating costs, expose us to liability and reduce our ability to offer services;

A• ~~few~~Several ~~significant stockholders control the direction~~ of our business. Ifactivities ~~the~~are ~~ownership of our common stock continues to be~~ highly ~~concentrated,~~regulated; ~~it will prevent you~~ and ~~other stockholders from influencing significant corporate decisions.~~

~~Following the~~• ~~completion~~Each of ~~this~~Aurora ~~offering, Clayton, Dubilier & Rice Fund V Limited Partnership~~ and ~~Clayton,~~EGI ~~Dubilier~~independently &has ~~Rice~~substantial Fund VI Limited Partnership will beneficially own approximately % and %, respectively, of the outstanding shares of our common stock. As a result, Clayton, Dubilier & Rice Fund V Limited Partnership, together with Clayton, Dubilier & Rice Fund VI Limited Partnership, will exercise control over ~~matters~~us ~~requiring~~and ~~stockholder approval. Clayton, Dubilier & Rice Fund V Limited Partnership~~ will ~~have~~be ~~the~~able ~~right~~ to ~~designate~~influence ~~at least~~corporate amatters majority of our Board of Directors. The concentrated holdings of Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership and the presence of Clayton, Dubilier & Rice Fund V Limited Partnership's designees may result in a delay or the deterrence of possible changes in control of our company, which may reduce the market price of our common stock. The interests of our existing stockholders may conflict with ~~the~~respect ~~interests of our other stockholders. We have not instituted any formal plans~~ to ~~address conflicts of interest that may arise~~us.

~~Our~~Corporate ~~ownership~~Information ~~of insurance subsidiaries imposes limits on the amount of our common stock that investors may purchase and of the cash that can be distributed to us.~~

~~Under~~We ~~the~~are ~~Illinois~~a ~~Insurance~~Delaware ~~Code,~~corporation. ~~no person may acquire control of~~ SIRVA, ~~and~~Inc. ~~thus~~was ~~indirect~~incorporated ~~control~~on ~~of Transguard~~March 29, ~~without~~1998. ~~the~~Our ~~prior~~principal ~~approval~~executive ofoffices ~~the~~are ~~Illinois~~located ~~Director~~at ofOne ~~Insurance. Under~~Parkview ~~the~~Plaza, ~~Illinois~~Oakbrook ~~Insurance Code~~Terrace, ~~any~~IL ~~person~~60181. ~~who~~Our ~~acquires~~telephone ~~ownership~~number ofat ~~10% or more of~~ our ~~outstanding~~principal ~~shares~~executive ofoffices ~~common stock would be presumed to have acquired such control, unless the Illinois~~is ~~Director~~(630) 570-3050. ofOur ~~Insurance~~corporate ~~upon~~website ~~application~~is ~~determines otherwise~~www.sirva.com. InThe ~~addition,~~information ~~persons~~that ~~who~~appears doon ~~not acquire ownership of more than 10% of~~ our ~~outstanding~~website ~~shares~~is ofnot ~~common~~part ~~stock may be deemed to have acquired such control if the Illinois Director~~ of, ~~Insurance~~and ~~determines~~is ~~that~~not ~~such~~incorporated ~~persons~~into, ~~directly or indirectly, exercise a controlling influence over the management or policies of Transguard. After completion of~~ this ~~offering, shares of common stock are expected to be issued and outstanding~~prospectus.

~~In addition,~~12 Transguard and our other insurance subsidiaries such as The Baxendale Insurance Company Ltd. are subject to extensive supervision and regulation by insurance regulators in their respective jurisdictions, including regulations limiting the payments of dividends from such insurance subsidiaries to their affiliates, including us.

OurTable share price may decline due to the large number of shares eligible for future sale.Contents

~~Sales of~~THE ~~substantial~~OFFERING ~~amounts of common stock, or the possibility of such sales, may adversely affect the price of the common stock and impede our ability to raise capital through the issuance of equity securities.~~

Upon consummation of the offerings, there will be shares of common stock outstanding. Of these shares, the shares of common stock sold in the offering will be freely transferable without restriction or further registration under the Securities Act of 1933. The remaining shares of common stock outstanding, excluding shares sold by the selling stockholders in this offering, including the shares owned by Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership, will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to the volume, manner of sale, holding period and other limitations of Rule 144. We, Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership have agreed to a "lock-up", meaning that neither we nor they will sell any shares without the prior consent of Credit Suisse First Boston LLC and Goldman, Sachs & Co. for 180 days after the date of this prospectus. In addition, we have agreed to enforce and not waive the "lock-up" provisions contained in the Registration and Participation Agreement, dated as of March 30, 1998, among SIRVA, Clayton, Dubilier & Rice Fund V Limited Partnership and Exel plc, and the other parties



Common stock offered by us		shares ( shares if the underwriters exercise their option to purchase additional shares in full).

Common stock offered by the selling stockholders		shares ( shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering		shares ( shares if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares of common stock		The underwriters also have the option to purchase up to an additional shares of common stock from us and an additional shares of common stock from the selling stockholders identified in this prospectus. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $ million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes a public offering price of $ per share, which is the midpoint of the range set forth on the cover of this prospectus. We intend to use approximately $ of the net proceeds from this offering to redeem all of our outstanding Series A Preferred Stock, including accumulated dividends, and to use the remainder for general corporate purposes. We will not receive any of the proceeds from the sale of common stock by the selling stockholders. See “Use of Proceeds.”

Dividend policy		We do not anticipate paying any dividends on our common stock in the foreseeable future; however, we may change this policy in the future. See “Dividend Policy.”

Voting rights		Each share of our common stock will entitle its holder to one vote on all matters to be voted on by stockholders generally. See “Description of Capital Stock.”

Risk factors		Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 21 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Proposed NYSE or Nasdaq symbol		“ .”

1813

thereto asTable amended. See "Shares Eligible for Future Sale" for a discussion of the shares of common stock that may be sold into the public market in the future. In addition, stockholders currently representing all of the shares of our common stock have certain registration rights. See "Certain Relationships and Related Transactions — Registration and Participation Agreement" for a description of the Registration and Participation Agreement. Contents

~~Purchasers~~Unless ofotherwise ~~our~~indicated, ~~common~~the ~~stock~~number ~~will~~of ~~experience immediate and substantial dilution resulting in their~~ shares ~~being~~of ~~worth~~common ~~less~~stock onto abe ~~net~~outstanding ~~tangible~~after this ~~book~~offering ~~value~~excludes: ~~basis than the amount they invested.~~

~~The initial~~• public offering price is expected to be significantly higher than the net tangible book value per share of our common stock. Purchasers of the common stock in this offering will experience an immediate dilution in net tangible book value of $ per share of common stock purchased. In the past, we issued options to acquire shares of common stock atreserved ~~prices~~for ~~that~~future ~~may~~grant beunder ~~significantly~~our ~~below~~compensation the initial public offering price. To the extent that these outstanding options are exercised, there may be further dilution to investors. Accordingly, in the event we are liquidated, investors may not receive the full amount of their investment. See "Dilution." plans;

~~Our~~• ~~certificate~~shares of ~~incorporation,~~our ~~by-laws~~common ~~and~~stock ~~Delaware~~issuable ~~law~~upon ~~may~~the ~~discourage~~exercise ~~takeovers~~of ~~and~~options ~~business~~to ~~combinations~~purchase ~~that~~shares of our ~~stockholders~~common ~~might~~stock ~~consider~~outstanding inas ~~their~~of ~~best interests.~~, 2014, with a weighted average exercise price of $ per share;

~~Provisions in~~Unless ~~our~~otherwise ~~amended and restated certificate of incorporation and amended and restated by-laws may delay~~indicated, ~~defer,~~all ~~prevent~~information ~~or render more difficult a takeover attempt that our stockholders might consider~~ in ~~their~~this ~~best interests. These provisions include~~prospectus:

~~These provisions~~• ~~may~~assumes ~~prevent~~an ~~our~~initial ~~stockholders~~public ~~from~~offering ~~receiving the benefit from any premium to the market~~ price of ~~our~~$ ~~common~~per ~~stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt~~share, the ~~existence~~midpoint of ~~these~~the ~~provisions~~range ~~may~~set ~~adversely~~forth ~~affect~~on the ~~prevailing~~cover ~~market price~~ of ~~our~~this ~~common stock if they are viewed as discouraging takeover attempts in the future~~prospectus.

~~See "Description~~• assumes no exercise of ~~Capital~~the ~~Stock"~~underwriters’ ~~for~~option ~~additional~~to ~~information~~purchase onup ~~the~~to ~~anti-takeover~~additional ~~measures~~shares ~~applicable~~of tocommon stock from us. and an additional shares of common stock from the selling stockholders;

19• gives effect to our amended and restated certificate of incorporation and our amended and restated bylaws, which will be in effect prior to the consummation of this offering; and

• gives ~~FORWARD~~effect to a -~~LOOKING~~for-1 ~~STATEMENTS~~ stock split of our common stock prior to the consummation of this offering.

~~This~~14 prospectus contains "forward-looking statements." You should not place undue reliance on these statements. Forward-looking statements include information concerning our possible or assumed future results of operations, including descriptions of our business strategies. These statements often include words such as "believe," "expect," "anticipate," "intend," "plan," "estimate," "seek," "will," "may" or similar expressions. These statements are based on certain assumptions that we have made in light of our experience in the industry as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate in these circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties and assumptions. Many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in the forward-looking statements. Some important factors include:

In lightTable of these risks, uncertainties and assumptions, the forward-looking events discussed in this prospectus might not occur and you should not place undue reliance upon them. All forward-looking statements speak only as of the date of this prospectus. We undertake no obligation to update beyond that required by law any forward-looking statements, whether as a result of new information, future events or otherwise. Contents

~~All forward-looking~~SUMMARY ~~statements~~HISTORICAL ~~attributable~~FINANCIAL toAND usOTHER orDATA ~~persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this prospectus.~~

20The following table sets forth our summary historical financial and other data for the periods and as of the dates indicated. We derived our summary consolidated statement of operations data for the years ended December 31, 2013, 2012 and 2011 and our balance sheet data as of December 31, 2013 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated statement of operations data for the fiscal years ended December 31, 2010 and 2009 from our unaudited consolidated financial statements which are not included in this prospectus. The unaudited consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in our opinion, reflect all adjustments necessary for the fair presentation of the financial information set forth in those statements.

The summary unaudited as adjusted balance sheet data as of December 31, 2013 has been prepared to give effect to the issuance of shares of our common stock in this offering at an assumed initial public offering price of $ , which is the midpoint of the range set forth on the cover of this prospectus. The following ~~USE~~unaudited OFsummary ~~PROCEEDS~~ as adjusted financial information is presented for illustrative purposes only and is not necessarily indicative of the financial position that would have occurred if the relevant transactions had been consummated on the date indicated.

WeOur ~~estimate~~historical ~~that~~results ~~our~~are ~~net~~not ~~proceeds~~necessarily ~~from~~indicative ~~the sale~~ of ~~shares~~ offuture ~~common~~operating ~~stock~~results. ~~being~~You ~~offered~~should byread ~~us hereby at an assumed initial public offering price of $ per share,~~ the ~~midpoint~~information ~~of the range~~ set forth below onin ~~the~~conjunction ~~cover~~with ~~page~~“Selected ofHistorical ~~this~~Financial ~~prospectus~~Data,” ~~after~~“Management’s ~~deducting~~Discussion ~~estimated underwriting discounts~~ and ~~estimated~~Analysis ~~offering~~of ~~expenses,~~Financial ~~will~~Condition ~~be approximately~~and ~~$230.0 million.~~Results Weof ~~will~~Operations” ~~not~~and ~~receive~~our ~~any~~financial ~~proceeds~~statements ~~from~~and the ~~sale~~related ofnotes ~~the shares~~thereto ~~being offered by the selling stockholders, including those that would be sold~~included ifelsewhere ~~the underwriters~~in ~~exercised~~this ~~their over-allotment option~~prospectus.

We intend to apply the net proceeds from this offering in the following priority:


	Year Ended December 31,
	2013		2012		2011		2010		2009
	(in millions, except share and per share data)
							(unaudited)
Statement of Operations Data:
Revenue:
Mobility Solutions	$	148.8	$	138.7	$	143.7	$	135.0	$	129.6
Mobility Networks		1,088.9		1,080.9		1,017.0		901.2		839.1
Europe, Asia and Emerging Markets		72.2		63.1		58.9		51.3		45.8
Australia		160.5		173.7		167.1		131.0		112.8

Total service revenue		1,470.4		1,456.4		1,386.7		1,218.5		1,127.3
Home revenue		523.8		494.4		545.7		491.1		549.1

Total revenue		1,994.2		1,950.8		1,932.4		1,709.6		1,676.4
Direct expenses:
Purchased transportation expense		1,004.6		1,006.5		953.8		839.7		781.2
Home cost		526.9		497.3		549.7		496.4		552.0
Other direct expense		232.7		225.5		220.5		186.1		172.3

Gross profit	$	230.0	$	221.5	$	208.4	$	187.4	$	170.9
Operating expenses:
Selling, general and administrative expense	$	180.8	$	184.0	$	192.3	$	173.7	$	180.7
Intangibles amortization		7.3		9.3		10.4		10.4		8.6
Restructuring and impairment expense		2.3		2.3		3.7		0.6		7.0

~~We expect~~15 ~~to obtain appropriate waivers or amendments under our senior credit agreement prior to closing to permit us to apply the net proceeds as set forth above.~~

The followingTable table illustrates the estimated sources and uses of funds from this offering based on the amounts outstanding as of June 30, 2003. Contents

Sources			Amount
		Year Ended December 31,
			(in millions)
		2013			2012			2011			2010			2009
Common stock offered by us hereby			$	250.0
		(in millions, except share and per share data)
Uses
											(unaudited)
Repay senior discount loan			$	61.1
Operating income (loss) from continuing operations:
Redeem junior exchangeable preferred stock				31.5
Mobility Solutions		$	25.5		$	17.9		$	13.1		$	8.5		$	0.2
Repay seller notes				15.9
Mobility Networks			24.2			17.1			11.7			11.4			(3.5	)
Capital contribution to Transguard				10.0
Europe, Asia and Emerging Markets			4.6			1.3			4.8			5.3			4.9
Repay Tranche A senior term loan				26.4
Australia			2.7			1.5			1.3			0.4			(0.5	)
Repay Tranche B senior term loan				50.1
Corporate			(17.4	)		(11.9	)		(28.9	)		(22.9	)		(26.5	)
Repay revolving credit facility borrowings				35.0
Total operating income (loss) from continuing operations		$	39.6		$	25.9		$	2.0		$	2.7		$	(25.4	)
Estimated fees and expenses				20.0
Interest expense, net		$	26.2		$	25.1		$	32.2		$	49.9		$	46.5
	Total uses		$	250.0
Debt extinguishment loss (gain)			8.0			(0.3	)		16.8			—			—
Other expense, net			0.5			—			1.3			0.8			(0.1	)
Income tax expense			0.2			2.2			5.0			5.1			3.8
Income (loss) from continuing operations			4.7			(1.1	)		(53.3	)		(53.1	)		(75.6	)
Income (loss) from discontinued operations, net of tax			5.0			(0.3	)		0.4			0.3			(2.4	)
Net income (loss)			9.7			(1.4	)		(52.9	)		(52.8	)		(78.0	)
Less: preferred stock dividends			(20.4	)		(27.4	)		(18.4	)		—			—
Net loss available to common stockholders		$	(10.7	)	$	(28.8	)	$	(71.3	)	$	(52.8	)	$	(78.0	)
Per Share Data:
Basic and diluted loss per common share from continuing operations(1)		$	(14.97	)	$	(27.60	)	$	(70.32	)	$	(53.02	)	$	(77.51	)
Basic and diluted earnings (loss) per common share from discontinued operations(1)			4.78			(0.21	)		0.42			0.27			(2.48	)
Basic and diluted net loss per common share(1)			(10.19	)		(27.81	)		(69.90	)		(52.75	)		(79.99	)
Weighted-average basic and diluted common shares outstanding			1,048,465			1,033,450			1,019,736			1,001,641			975,364
Other Data:
Net Service Revenue(2)		$	462.7		$	447.0		$	428.9		$	373.5		$	343.2
Adjusted EBITDA(3)			76.8			66.7			54.4			42.3			13.9
Adjusted EBITDA as a percent of Net Service Revenue			16.6	%		14.9	%		12.7	%		11.3	%		4.1	%

Our senior discount loan had an initial accreted value of $35.0 million at November 19, 1999. The loan accretes at a rate of 16.0% per annum compounded semi-annually until December 1, 2004. Thereafter, the senior discount loan will bear interest at a rate of 16.0% per annum, payable semi-annually. As of June 30, 2003, our senior discount loan had accreted to $61.1 million. Such amount will be paid to the subsidiary of Clayton, Dubilier & Rice Fund VI Limited Partnership that purchased the senior discount loan on November 12, 2002. This subsidiary will in turn use these proceeds to repay a loan from an affiliate of Credit Suisse First Boston LLC, one of the underwriters of this offering.


	As of December 31, 2013
	Actual		As Adjusted⁽⁴⁾
			(unaudited)
Consolidated balance sheet data:
Total assets	$	427.3	$
Short-term debt		51.6
Long-term debt (including current portions)		294.0
Preferred stock (involuntary liquidation value)		141.9

21(1) Basic and diluted earnings (loss) per common share is computed by dividing the net income (loss) available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Share-based compensation awards were not considered in the determination of diluted earnings (loss) per common share because the impact would be anti-dilutive.

~~Our junior~~16 exchangeable preferred stock had an aggregate liquidation preference of $31.5 million as at June 30, 2003. It has a dividend rate of 12.4% compounded quarterly, although the payment of dividends is subject to the discretion of our Board of Directors. As of June 30, 2003, $7.0 million of dividends had accrued and remain unpaid.

In connectionTable with the purchase of CRS, the relocation services business of Cooperative Resource Services, Ltd., our subsidiary, North American Van Lines, issued two seller notes in the principal amounts of $10.0 million and $5.0 million, maturing on May 3, 2007, and May 3, 2013, respectively. The notes have an interest rate of 10.0% per annum payable quarterly in arrears. 50.0% of the interest rate is payable in kind and the remaining 50.0% is payable in cash. As of June 30, 2003, the notes had a principal amount of $10.6 million and $5.3 million, respectively. Contents

~~In connection~~(2) ~~with~~Net ~~our~~Service ~~acquisition~~Revenue ofand the ~~Allied~~related ~~and~~ratios ~~Pickfords~~presented ~~businesses~~in onthis ~~November~~prospectus ~~19,~~are ~~1999,~~supplemental ~~our~~measures ~~subsidiary, North American Van Lines, entered into a senior credit agreement providing for a revolving credit facility~~ of ~~up to $150.0 million in revolving credit commitments,~~ our ~~Tranche~~performance Athat ~~term~~are ~~loan,~~not arequired ~~seven-year term loan of $150.0 million~~by, ~~and~~or ~~our~~presented ~~Tranche~~in Baccordance ~~term loan~~with, ~~an eight-year term loan of $175.0 million. In connection with~~ the ~~purchase~~generally ofaccepted ~~CRS,~~accounting ~~North~~principles ~~American~~in ~~Van Lines borrowed an additional $50.0 million under~~ the ~~Tranche~~United BStates ~~term loan facility~~(“GAAP”). ~~The~~Net ~~loans~~Service ~~under~~Revenue ~~the~~is ~~revolving credit~~not ~~facility~~a ~~mature~~measurement ~~on the seventh anniversary~~ of ~~the~~our ~~initial~~financial ~~borrowing.~~performance ~~The~~under ~~term~~GAAP ~~loans~~ and ~~loans~~should ~~under~~not ~~the~~be ~~revolving~~considered ~~credit~~as ~~facility~~an ~~bear~~alternative ~~interest~~to atservice ~~specified~~revenue ~~margins~~or ~~over~~total arevenue ~~base rate~~ or ~~a eurodollar~~any ~~rate,~~other ~~depending~~performance onmeasures ~~the~~derived ~~interest~~in ~~rate~~accordance ~~option~~with ~~we elect~~GAAP. As of June 30, 2003, the interest on the Tranche A loan was 4.04%, the interest rate on the Tranche B loan was 4.875% and the interest on the $84.0 million then outstanding under the revolving credit facility was 3.81%.

22Net Service Revenue is defined as total revenue less purchased transportation expense and home cost.

Management uses ~~DIVIDEND~~Net ~~POLICY~~ Service Revenue:

We• ~~have~~as ~~not~~a ~~paid,~~measurement ~~and~~used ~~do not expect for the foreseeable future to pay dividends on our common stock. Instead, we anticipate that all of our earnings~~ in ~~the foreseeable~~evaluating ~~future will be used for the operation and growth of~~ our ~~business.~~consolidated ~~The payment of dividends by us to holders of our common stock is limited by our existing senior credit agreement~~ and ~~the indenture~~segment-level ~~governing our senior subordinated notes, which restricts our~~ operating ~~subsidiaries'~~performance ~~ability to pay dividends to SIRVA. Any future determination to pay dividends~~ on ~~our~~a ~~common~~consistent stock is subject to the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions imposed by applicable law and our contracts, and other factors deemed relevant by our Board of Directors. basis;

23• as a measurement to assess the amount of service revenue remaining after paying purchased transportation expense, which is the primary cost of providing household goods moving services by our agent/franchise network;

• for ~~CAPITALIZATION~~ planning purposes, including the preparation of our internal annual operating budget; and

~~The~~• ~~following~~to ~~table~~evaluate ~~sets~~the ~~forth~~performance asand effectiveness of ~~June~~our ~~30,~~operational ~~2003 on a consolidated basis:~~ strategies.

~~This table~~By ~~should~~providing beNet Service ~~read~~Revenue, intogether ~~conjunction~~ with ~~"Management's~~a ~~Discussion~~reconciliation ~~and~~to ~~Analysis~~GAAP ofresults, ~~Financial~~we ~~Condition~~believe ~~and~~we ~~Results~~are ofenhancing ~~Operations,"~~investors’ ~~"Description~~understanding of ~~Certain~~our ~~Indebtedness"~~business and our ~~consolidated~~ ~~financial~~results ~~statements~~of ~~and related notes thereto included elsewhere in this prospectus~~operations.

		As of June 30, 2003
		Actual			Pro Forma
		(in thousands)
Cash (1)		$	55,629		$	65,629
Short-Term Debt
	Current Portion of Long-Term Debt and Capital Leases		26,049			3,935
	Foreign Lines of Credit		7,875			7,875
	Relocation Financing Facilities (2)		31,613			31,613
	Mortgage Warehouse Facility (3)		76,266			76,266
Long-Term Debt
	Revolving Credit Facility (4)		84,000			49,000
	Term Loans		296,717			242,331
	Senior Subordinated Notes		150,000			150,000
	Senior Discount Loan		61,103			—
	Other Debt		28,545			12,635
Total long-term debt			620,365			453,966
Redeemable common stock (5)			16,582			—
Redeemable junior preferred stock			31,488			—
Equity:
	Common stock, $.01 par value (5)(6)		175
	Additional paid-in capital (6)		211,089
	Common stock purchase warrant		655			655
	Accumulated other comprehensive loss		(29,396	)		(29,396	)
	Accumulated deficit		(45,687	)		(45,687	)
Total paid-in capital and accumulated deficit			136,836
	Less treasury stock		(12,116	)		(12,116	)
Total equity			124,720
Total capitalization		$	934,958		$

Net Service Revenue has limitations as an analytical tool and you should not consider it in isolation, or as a substitute for, analysis of our results as reported under GAAP. Some of the limitations are:

24• purchased transportation expense is more directly related to some service revenue types than others, thus the mix of service revenue types will effect gross profits; and

25• the mix effect on gross profit will effect gross margin metrics.

We compensate for these ~~DILUTION~~ limitations by relying primarily on our GAAP results and use Net Service Revenue as a supplemental metric.

IfTo ~~you~~address ~~invest~~these ~~in our common stock~~limitations, we ~~your~~reconcile ~~interest~~Net ~~will~~Service beRevenue ~~diluted~~ to the ~~extent~~most ofdirectly ~~the~~comparable ~~difference~~GAAP ~~between~~measure, ~~the~~total ~~initial~~revenue. ~~public~~Further, ~~offering~~we ~~price~~also ~~per~~review ~~share~~GAAP ofmeasures ~~our common stock~~ and ~~the~~evaluate ~~net~~individual ~~tangible~~measures ~~book~~that ~~value~~are ~~per~~not ~~share~~included ofin ~~our~~Net ~~common~~Service ~~stock after this offering~~Revenue.

~~Net tangible~~The ~~book~~following ~~value~~table ~~per~~reconciles ~~share represents the amount of~~ total ~~tangible~~revenue assets less total liabilities, divided by the number of shares of common stock then outstanding. Our net tangible book value as of June 30, 2003 was $ million, or $ per share of common stock based on the 17,297,544 shares outstanding as of such date. After giving effect to ~~our~~ ~~sale~~Net ofService shares of common stock in this offering at an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and estimated offering expenses, our net tangible book value as of June 30, 2003 would have been $ million, or $ per share of common stock. This represents an immediate increase in the net tangible book value of $ per share to existing stockholders and an immediate and substantial dilution of $ per share to new investors purchasing common stock in this offering. The following table illustrates this per share dilutionRevenue:

Assumed initial public offering price per share			$
		Year Ended December 31,
	Net tangible book value per share as of June 30, 2003		$
		2013			2012			2011			2010			2009
	Increase per share attributable to this offering
		(in millions)
Net tangible book value per share after this offering
Total revenue		$	1,994.2		$	1,950.8		$	1,932.4		$	1,709.6		$	1,676.4
Dilution in net tangible book value per share to new investors			$
Purchased transportation expense			(1,004.6	)		(1,006.5	)		(953.8	)		(839.7	)		(781.2	)
Home cost			(526.9	)		(497.3	)		(549.7	)		(496.4	)		(552.0	)
Net Service Revenue		$	462.7		$	447.0		$	428.9		$	373.5		$	343.2

~~The following~~(3) ~~table~~Adjusted ~~summarizes~~EBITDA asand ~~of June 30, 2003~~ the ~~total~~related ~~number~~ratios ofpresented ~~shares~~in ofthis ~~common~~prospectus ~~stock~~are ~~purchased~~supplemental ~~from~~measures ~~us,~~of ~~the~~our ~~total~~performance ~~consideration~~that ~~paid~~are tonot usrequired by, ~~and~~or ~~the~~presented ~~weighted~~in ~~average~~accordance ~~price~~with, ~~per share paid~~GAAP. byEBITDA ~~existing stockholders~~ and byAdjusted ~~new~~EBITDA ~~investors~~are ~~purchasing~~not ~~shares~~measurements of ~~common~~our ~~stock~~financial ~~from~~performance usunder inGAAP ~~this~~and ~~offering~~should atnot ~~our~~be ~~assumed~~considered ~~initial~~as ~~public~~alternatives ~~offering~~to ~~price~~net ~~of $ per share~~income, ~~the~~operating ~~midpoint~~income ~~of the~~or ~~range~~any ~~set~~other ~~forth~~performance onmeasures ~~the~~derived ~~cover~~in ~~page~~accordance ofwith ~~this~~GAAP ~~prospectus~~or ~~and~~as ~~before~~alternatives ~~deducting~~to ~~underwriting~~cash ~~discounts~~flow ~~and~~from ~~estimated~~operating ~~offering~~activities ~~expenses~~as ~~payable~~measures byof ~~us.~~our liquidity.

		Shares Purchased			Total Consideration
									Weighted Average Price Per Share
		Number	Percent		Amount		Percent
Existing stockholders		17,948,007		%	$	228,241,676		%	$	12.72
New investors
	Total		100.0	%	$		100.0	%	$

EBITDA represents income from continuing operations before interest, taxes, depreciation and amortization. We have included Adjusted EBITDA because we believe it provides management and

~~The foregoing~~17 discussion and tables assume no exercise of outstanding stock options. As of June 30, 2003, there were options outstanding to purchase a total of 1,418,566 shares of our common stock at a weighted average exercise price of $14.71 per share and the outstanding warrant issued to an affiliate of Exel plc to purchase 874,800 shares of common stock at an exercise price of $40.00 per share.

To theTable extent that any of these stock options are exercised, there may be further dilution to new investors. See "Capitalization," "Management" and note 16 to our consolidated financial statements included elsewhere in this prospectus. Contents

26 investors with additional information to measure our performance and liquidity, estimate our value and evaluate our ability to service debt. Adjusted EBITDA eliminates the effects of items that we do not consider indicative of our core operating performance.

Management uses ~~SELECTED~~EBITDA ~~CONSOLIDATED~~and ~~FINANCIAL~~Adjusted ~~AND~~EBITDA ~~OTHER~~or ~~DATA~~ comparable metrics:

~~The~~• ~~following table presents our selected consolidated financial and other data~~ as ofa ~~and~~measurement ~~for~~used ~~the periods indicated. You should read the following financial information~~ in ~~conjunction~~evaluating ~~with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and~~ our consolidated ~~financial statements~~ and ~~the~~segment-level ~~notes~~operating ~~to those~~performance ~~consolidated~~on ~~financial~~a ~~statements~~consistent ~~appearing elsewhere in this prospectus.~~ basis;

~~We derived~~• ~~our~~to ~~selected~~calculate ~~consolidated~~incentive ~~balance~~compensation ~~sheet data as of December 31, 2001 and 2002 and our selected consolidated statement of operations data~~ for ~~each of the years in the three-year period ended December 31, 2002 from~~ our audited consolidated financial statements included elsewhere in this prospectus. Selected consolidated balance sheet and statement of operations data as of and for the nine-month period ended December 26, 1998, as of and for the year ended December 25, 1999 and balance sheet data as of December 31, 2000, have been derived from our audited consolidated financial statements which are not included in this prospectus. Our selected consolidated balance sheet and statement of operations data as of and for the six months ended June 30, 2003 and 2002, respectively, are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements reflect all adjustments, including usual recurring adjustments, which in the opinion of management, are necessary for the fair presentation of that information as of and for the periods presented. Our results for the interim periods are not necessarily indicative of the results that you should expect for the full year or in the future. employees;

		Nine Month Period from March 29, 1998 (inception) through December 26, 1998(2)
																	(Unaudited) Six Months Ended June 30,
								Years Ended December 31,
					Year Ended December 25, 1999(1)(2)(3)
								2000(3)			2001(3)			2002			2002			2003
		(Dollars in millions except share and per share data)
Statement of Operations Data:
Operating revenues(1)
	Relocation Solutions – North America	$	656.1		$	933.3		$	1,791.8		$	1,652.1		$	1,544.4		$	677.4		$	726.3
Relocation Solutions – Europe & Asia Pacific			40.0			99.9			372.8			387.1			408.0			181.2			206.5
Global Relocation Solutions			696.1			1,033.2		$	2,164.6		$	2,039.2		$	1,952.4		$	858.6		$	932.8
Network Services			—			8.8			75.8			84.2			125.0			54.1			74.5
Transportation Solutions			63.1			117.8			138.3			125.9			108.2			55.3			46.7
		$	759.2		$	1,159.8		$	2,378.7		$	2,249.3		$	2,185.6		$	968.0		$	1,054.0
Purchased Transportation Expense(1)		$	486.2		$	732.6		$	1,559.8		$	1,438.8		$	1,303.2		$	574.6		$	576.0
Gross margin		$	120.1		$	203.4		$	385.1		$	384.1		$	418.5		$	182.3		$	209.5
Income from operations
Relocation Solutions – North America			10.7			(10.5	)		8.1			15.1			41.0			10.3			15.4
Relocation Solutions – Europe & Asia Pacific			1.9			2.7			23.7			26.0			24.8			5.0			6.6
Global Relocation Solutions		$	12.6		$	(7.8	)	$	31.8		$	41.1		$	65.8		$	15.3		$	22.0
Network Services			—			3.8			17.4			18.5			26.5			11.5			17.7
Transportation Solutions			(1.0	)		2.9			0.3			(6.3	)		3.3			3.7			0.4
Corporate			—			—			(0.1	)		(0.8	)		(1.3	)		(1.0	)		(0.5	)
		$	11.6		$	(1.1	)	$	49.4		$	52.5		$	94.3		$	29.5		$	39.6
Income (loss) before cumulative effect of accounting change(4)		$	(1.2	)	$	(20.5	)	$	(21.9	)	$	(16.6	)	$	20.8		$	0.2		$	6.2
Cumulative effect of accounting change, net of tax(5)			—			—			—			(0.3	)		—			—			—
Net income (loss)(6)		$	(1.2	)	$	(20.5	)	$	(21.9	)	$	(16.9	)	$	20.8		$	0.2		$	6.2

•

for planning purposes, including the preparation of our internal annual operating budget;

27• to evaluate the performance and effectiveness of our operational strategies; and

Per Share Data:
Income (loss) per share before cumulative effect of accounting change – basic		$	(0.18	)	$	(2.82	)	$	(2.03	)	$	(1.49	)	$	1.06		$	(0.11	)	$	0.24
Income (loss) per share before cumulative effect of accounting change – diluted		$	(0.18	)	$	(2.82	)	$	(2.03	)	$	(1.49	)	$	1.05		$	(0.11	)	$	0.23
Net income (loss) per share – basic (6)		$	(0.18	)	$	(2.82	)	$	(2.03	)	$	(1.52	)	$	1.06		$	(0.11	)	$	0.24
Net income (loss) per share – diluted (6)		$	(0.18	)	$	(2.82	)	$	(2.03	)	$	(1.52	)	$	1.05		$	(0.11	)	$	0.23
Weighted average common shares outstanding:
	Basic		6,616,832			7,345,637			12,323,560			13,346,486			16,313,131			14,925,935			17,838,171
	Diluted		6,616,832			7,448,952			12,417,236			13,389,913			16,350,103			14,962,907			18,153,515
Balance Sheet Data:
Cash and cash equivalents		$	2.1		$	25.2		$	43.5		$	32.1		$	45.5		$	44.5		$	55.6
Property and equipment, net			73.6			165.9			158.7			165.4			171.3			177.6			167.3
Total assets			385.3			1,152.5			1,199.6			1,074.0			1,357.5			1,350.6			1,512.6
Short term debt (7)			28.6			78.3			99.1			68.2			99.7			68.8			141.8
Long term debt (8)			140.0			511.5			504.8			505.0			571.8			592.2			620.4
Redeemable common stock (9)			—			7.8			10.0			9.3			14.1			10.6			16.6
Redeemable junior preferred stock (10)			—			24.6			26.4			28.3			30.4			29.4			31.5
Stockholder's equity			56.9			99.0			90.1			55.9			121.6			117.3			124.7
Other Data:
EBITDA (11)		$	34.2		$	26.2		$	103.6		$	100.9		$	137.8		$	47.2		$	63.0
Depreciation and amortization (12)			22.5			31.2			53.9			48.7			44.2			18.0			23.5
Gross margin as a percentage of operating revenues			15.8	%		17.5	%		16.2	%		17.1	%		19.1	%		18.8	%		19.9	%

•

to assess compliance with various metrics associated with our debt agreements.

Nine-Month Period Ended December 26,		Year Ended December 25,		Years Ended December 31,						Six Months Ended June 30,
1998		1999		2000		2001		2002		2002		2003
(Dollars in millions)
$	273.0	$	427.2	$	818.9	$	810.5	$	882.4	$	393.4	$	478.0

Management believes the inclusion of the adjustments to EBITDA are appropriate to provide additional information to investors about certain material items that we do not expect to continue at the same level in the future. By providing EBITDA and Adjusted EBITDA, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing strategic initiatives. We believe EBITDA and Adjusted EBITDA are used by investors as a supplemental measure to evaluate the overall operating performance of companies in our industry.

~~For further~~In ~~information~~evaluating onEBITDA ~~PTE~~and Adjusted EBITDA, ~~see~~you ~~"Management's~~should ~~Discussion~~be ~~and~~aware ~~Analysis~~that ofin ~~Financial~~the ~~Condition~~future we will incur expenses such as those used in calculating EBITDA and ~~Results~~Adjusted EBITDA. Our presentation of ~~Operations~~EBITDA —and ~~Results~~Adjusted ofEBITDA ~~Operations"~~should not be construed as an inference that our future results will be unaffected by usual or nonrecurring items.

28EBITDA and Adjusted EBITDA have limitations as analytical tools and you should not consider them in isolation, or as substitutes for, analysis of our results as reported under GAAP. Some of the limitations are:

~~("SFAS") No.~~• ~~145,~~they ~~"Rescission~~do Ofnot ~~FASB~~reflect ~~Statements~~interest ~~No. 4~~expense, ~~44,~~or and 64, Amendment Of FASB Statement No. 13, And Technical Corrections" ("SFAS 145") on January 1, 2003, this extraordinary charge has been included as part of "Restructuring and other unusual items" in the ~~determination~~cash ofrequirements ~~"Income/(loss)~~necessary ~~before~~to ~~cumulative~~service ~~effect~~interest ofor ~~accounting~~principal ~~change" in the above selected financial data table~~payments, ~~rather than~~on aour ~~separate extraordinary item.~~ debt;

		Nine Months Ended December 26,			Year Ended December 25,			Years Ended December 31,
		1998			1999			2000			2001			2002
		(Dollars in millions except per share amounts)
Net income (loss), as reported		$	(1.2	)	$	(20.5	)	$	(21.9	)	$	(16.9	)	$	20.8
	Amortization of goodwill and trademarks		1.8			3.1			11.0			10.9			—
	Income tax provision		(0.7	)		(0.9	)		(1.0	)		(1.0	)		—
Adjusted net income (loss)		$	(0.1	)	$	(18.3	)	$	(11.9	)	$	(7.0	)	$	20.8
Basic net income (loss) per ordinary share, as reported		$	(0.18	)	$	(2.82	)	$	(2.03	)	$	(1.52	)	$	1.06
Amortization of goodwill and trademarks			0.28			0.43			0.89			0.82			—
Income tax provision			(0.11	)		(0.13	)		(0.08	)		(0.07	)		—
Adjusted basic net income (loss) per ordinary share		$	(0.01	)	$	(2.52	)	$	(1.22	)	$	(0.77	)	$	1.06
Diluted net income (loss) per ordinary share, as reported		$	(0.18	)		(2.82	)	$	(2.03	)	$	(1.52	)	$	1.05
Amortization of goodwill and trademarks			0.28			0.42			0.88			0.81			—
Income tax provision			(0.11	)		(0.13	)		(0.08	)		(0.07	)		—
Adjusted diluted net income (loss) per ordinary share		$	(0.01	)	$	(2.53	)	$	(1.23	)	$	(0.78	)	$	1.05

•

they do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

29• they do not reflect changes in, or cash requirements for, our working capital needs;

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA isand ~~calculated~~Adjusted asEBITDA ~~follows:~~do not reflect the cash requirements for such replacements;

															Six Months Ended June 30,
	Nine months ended December 26, 1998						Years Ended December 31,
				Year Ended December 25, 1999
							2000			2001			2002		2002		2003
	(Dollars in millions)
Net income (loss)	$	(1.2	)	$	(20.5	)	$	(21.9	)	$	(16.9	)	$	20.8	$	0.2	$	6.2
Interest expense		11.8			22.1			73.4			69.2			61.2		28.9		30.1
Provision (benefit) for income taxes		1.1			(6.6	)		(1.8	)		(0.1	)		11.6		0.1		3.2
Depreciation		18.8			25.6			38.0			33.5			35.9		16.3		18.7
Amortization		3.7			5.6			15.9			15.2			8.3		1.7		4.8
EBITDA	$	34.2		$	26.2		$	103.6		$	100.9		$	137.8	$	47.2	$	63.0

•

they do not reflect our tax expense or the cash requirements to pay our taxes;

~~We believe~~• ~~that~~Adjusted EBITDA isdoes anot ~~relevant~~reflect ~~measurement for assessing performance since it attempts to eliminate variances caused by~~ the ~~effects~~non-cash ofcomponent ~~differences in taxation, the amount and types~~ of ~~capital employed~~employee and depreciation and amortization policies. EBITDA is not a measure determined in accordance with generally accepted accounting principles and should not be considered by investors as an alternative to income from operations or net income as an indicator of our performance. The EBITDA disclosed here is not necessarily comparable to EBITDA disclosed by other companies because EBITDA is not uniformly defined. compensation;

30• Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations, as discussed in our presentation of Adjusted EBITDA and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus; and

• other ~~MANAGEMENT'S~~companies ~~DISCUSSION~~in ~~AND~~our ~~ANALYSIS~~industry ~~OF FINANCIAL~~may ~~CONDITION~~calculate ~~AND~~these ~~RESULTS~~measures OFdifferently ~~OPERATIONS~~ than we do, limiting their usefulness as comparative measures.

~~The~~Because ~~following is a discussion and analysis~~ of ~~our~~these ~~financial condition and results of operations for the fiscal years ended December 31~~limitations, ~~2000,~~ ~~2001~~EBITDA and ~~2002,~~Adjusted ~~and~~EBITDA ~~for the six month periods ended June 30, 2002 and 2003. You~~ should ~~read~~not ~~this~~be ~~discussion~~considered ~~and~~as ~~analysis~~a ~~together~~measure ~~with~~of ~~our~~discretionary ~~consolidated~~cash ~~financial~~available ~~statements~~to ~~and~~us ~~notes~~ to ~~those~~invest ~~consolidated financial statements included elsewhere~~ in ~~this~~the ~~prospectus.~~growth ~~This~~of ~~discussion~~our ~~may contain forward-looking statements and involve risks and uncertainties~~business. ~~Our~~We ~~actual~~compensate ~~results~~for ~~may differ materially from those anticipated in~~ these ~~forward-looking~~limitations ~~statements~~by asrelying aprimarily ~~result~~on ofour ~~certain~~GAAP ~~factors,~~results ~~such~~and asusing ~~those~~EBITDA ~~set forth under "Risk Factors"~~ and ~~elsewhere~~Adjusted inEBITDA ~~this prospectus~~only supplementally.

~~Overview~~ 18

WeTable are a world leader in the global relocation industry, providing our solutions to a well-established and diverse customer base. We handle more than 385,000 relocations per year including transferring corporate and government employees and moving individual consumers. We operate in 43 countries under well-recognized brand names including Allied®, northAmerican®, Global® and SIRVA Relocation in North America, Pickfords® in the U.K., Maison Huet® in France, Scanvan® in Scandinavia and Allied Pickfords in the Asia Pacific region. We are redefining the global relocation market by combining our relocation service offerings with our proprietary moving services network on a global basis. This unique combination is driving our growth by addressing our corporate and government customers' needs for a comprehensive service offering with global reach from a single supplier. In addition, we offer a variety of services targeted at meeting the needs of truck drivers, fleet owners and agents, both inside and outside our proprietary agent network. Contents

To ~~Our~~address ~~Historical~~these ~~Development~~ limitations, we reconcile Adjusted EBITDA to the most directly comparable GAAP measure, (loss) income from continuing operations. Further, we also review GAAP measures and evaluate individual measures that are not included in Adjusted EBITDA.

InThe ~~1998,~~following ~~Clayton,~~table ~~Dubilier &~~reconciles ~~Rice~~income ~~Fund~~(loss) V Limited Partnership organized us to acquire North American Van Lines, Inc., the number three U.S. moving services company by number of shipments and a significant provider of specialty transportation services, from ~~Norfolk~~continuing ~~Southern~~operations Corporation. In 1999, we acquired the Allied and Pickfords businesses from NFC plc, now known as Exel plc. With these acquisitions, we became the number two moving services company in the U.S. by number of shipments, the leading integrated provider of moving services in the U.K. and Australia, and the world's largest provider of household goods relocation services. The integration of these two businesses drove substantial operating synergies as a result of back-office rationalization, significant scale economies and an expanded international service offering. The acquisitions of Allied and Pickfords also brought us a specialty transportation business and Transguard, a leading provider of insurance services to ~~moving~~EBITDA ~~agents, fleet owners~~ and ~~owner/operator~~EBITDA ~~drivers. We have since completed a number of acquisitions~~ to ~~fill~~Adjusted ~~out~~EBITDA: our global moving footprint. In June of 2002, we acquired Maison Huet, solidifying our leading market position in France. In June 2003, we acquired Scanvan, the leading moving services company in Scandinavia that employs an asset-light network-manager model very similar to our U.S. moving services business. The integration of these market-leading businesses into a single company has created a proprietary moving services fulfillment network with unmatched global reach and capabilities.

In the late 1990s, we recognized an increasing trend for corporate customers to outsource all aspects of an employee relocation, including household goods relocation to relocation service providers. We viewed this trend as an opportunity to offer our customers higher value services, deepen our customer relationships and move into a complementary and growing market. Consequently, we began a thorough review of the industry for an acquisition candidate that would both meet our requirements for innovative, high-quality services and make us a leader in providing comprehensive relocation services to corporate customers.


	Year Ended December 31,
	2013		2012			2011			2010			2009
	(in millions)
Income (loss) from continuing operations	$	4.7	$	(1.1	)	$	(53.3	)	$	(53.1	)	$	(75.6	)
Interest expense, net		26.2		25.1			32.2			49.9			46.5
Income tax expense		0.2		2.2			5.0			5.2			3.7
Depreciation and amortization		25.5		28.1			27.7			27.0			28.5

EBITDA		56.6		54.3			11.6			29.0			3.1

Debt extinguishment loss (gain)^(a)		8.0		(0.3	)		16.8			—			—
Restructuring and impairment expense^(b)		2.3		2.3			3.7			0.6			7.6
Severance and other cost-savings initiative expenses^(c)		1.0		2.5			5.4			2.2			0.3
Supplier contract termination costs^(d)		—		0.1			5.2			6.0			—
Pension expense^(e)		2.8		3.0			2.1			2.5			2.7
Non-recurring professional fees and settlements^(f)		0.5		0.1			2.7			0.6			—
Mortgage repurchases and reinsurance losses^(g)		—		3.9			4.2			—			—
Acquisitions and new location related costs^(h)		1.0		0.3			0.8			—			—
New customer related costs⁽ⁱ⁾		3.0		—			—			—			—
Foreign exchange losses^(j)		0.9		—			1.4			1.3			0.1
Board of director fees^(k)		—		0.5			0.5			—			—
Stock compensation^(l)		0.7		—			—			0.1			0.1

Subtotal adjustments		20.2		12.4			42.8			13.3			10.8

Adjusted EBITDA	$	76.8	$	66.7		$	54.4		$	42.3		$	13.9

31(a) Charges recognized related to debt refinancing activities in the applicable periods as discussed further in Note 7 “Long-term Debt” to the Company’s Audited Financial Statements included elsewhere in this prospectus.

~~As a~~(b) ~~result~~Costs ofincurred ~~this~~or ~~effort,~~accrued wefor ~~acquired~~various ~~the~~restructuring ~~relocation~~plans ~~services~~implemented ~~business~~throughout ofthe ~~Cooperative Resource Services~~business, ~~Ltd.,~~ orincluding ~~CRS,~~severance inand ~~2002.~~employee ~~CRS~~benefits ~~was~~and afacility ~~leading~~exit ~~independent~~costs ~~provider~~as ~~of outsourced~~discussed ~~relocation~~further ~~services~~in ~~with~~Note an14 ~~innovative~~“Restructuring and ~~differentiated~~Impairments” ~~fixed-fee~~to ~~product offering. Later that year, we acquired Rowan Simmons, a leading independent provider of outsourced relocation services in~~ the ~~United~~Company’s ~~Kingdom.~~audited ~~With~~financial ~~the~~statements ~~2003~~included ~~opening~~elsewhere ~~of our office~~ in ~~Hong~~this ~~Kong, we now have a global relocation services capability, that when combined with our worldwide moving services network, is unique in the industry~~prospectus.

~~The following~~(c) ~~table~~Costs ~~summarizes~~incurred in connection with various cost savings initiatives implemented throughout the ~~key~~business ~~acquisitions~~including inseverance ~~our~~and ~~corporate~~employee ~~development~~benefits, tohiring ~~date:~~costs and compensation and other costs associated with completion of the debt refinancings.

Acquisition	Date	Operating Revenues for Last Full Fiscal Year Prior to Acquisition		Strategic Rationale
		(Dollars in millions)
North American Van Lines	March 1998	$	941.5	Initial entry into moving services
Allied and Pickfords	November 1999	$	1,173.6	Expand presence in North American and international moving markets
VCW and National Association of Independent Truckers	April 2002	$	10.1	Expand Network Services sales channel and augment service portfolio
Cooperative Resource Services	May 2002	$	83.9	Strategic entry into North American Relocation Services marketplace
Maison Huet	June 2002	$	7.1	Expand Moving Services capabilities in France
Rowan Simmons	August 2002	$	12.3	Strategic entry into U.K. Relocation Services marketplace
Scanvan	June 2003	$	50.0	Expand Moving Services and Relocation Services to Scandinavia

(d)

Costs incurred to cancel certain information technology contracts associated with our decision to insource the functions previously provided by those suppliers.

32(e) Expenses associated with our frozen U.S. defined benefit pension plans. See Note 11 “Pension Plans and Other Benefits” to the Company’s audited financial statements included elsewhere in this prospectus.

19 ~~Operating Segments~~

Our businessTable operatesof in four segments: Relocation Solutions—North America, Relocation Solutions—Europe & Asia Pacific, Network Services and Transportation Solutions. We sometimes refer to our Relocation Solutions—North America and Relocation Solutions—Europe & Asia Pacific segments together as Global Relocation Solutions. Contents

~~Global~~(f) ~~Relocation Solutions. We offer a comprehensive suite of relocation solutions to our more than 2~~Legal,~~500~~ ~~corporate~~consulting and ~~government~~ ~~customers~~other ~~around~~professional ~~the~~fees ~~world.~~and Wesettlements, ~~offer a wide variety of employee relocation services~~ including ~~the~~tax ~~sale~~consulting ofrelated ~~employees'~~to ~~homes,~~an ~~movement~~Australian ofTax ~~their~~Authority ~~household goods~~examination, ~~purchase~~costs ofrelated ~~their~~to ~~new homes and provision of destination services. In addition, we provide~~ our ~~corporate~~project ~~customers~~to ~~with~~migrate ~~moving~~applications ~~services~~from ~~for~~a ~~products~~mainframe ~~that~~platform ~~require special handling and constant monitoring due~~ to ~~their high value. Our relocation solutions services are provided by~~ a ~~team~~server-based ~~of over 6~~platform,~~000~~ ~~employees around the world~~ and aAustralia ~~network~~franchise ofsettlements ~~agents~~ and ~~other~~bad-debt ~~service providers~~write-offs.

~~Relocation~~(g) ~~Solutions—North~~Costs ~~America provides~~related ~~our~~to ~~moving~~mortgage ~~services~~loan ~~through~~sale ~~our~~indemnification ~~proprietary~~liabilities ~~branded~~and ~~network~~mortgage ofreinsurance ~~785 agents~~losses ~~who~~for ~~own~~years ~~the~~prior ~~trucks~~to ~~and~~us ~~trailers~~exiting ~~used~~the inreinsurance ~~moves~~business ~~and~~in ~~are~~2009. ~~responsible~~See ~~for~~“Reinsurance ~~packing,~~Reserves” ~~hauling~~included ~~and~~within ~~storage~~Note ~~and~~2 ~~distribution~~“Summary of ~~household~~Significant ~~goods.~~Accounting WePolicies” ~~act~~ as awell ~~network~~as ~~manager~~Note ~~for~~17 ~~our~~“Contingencies” ~~agents,~~to ~~providing, among~~the ~~other~~Company’s ~~things,~~audited ~~brand~~financial ~~management,~~statements ~~load~~included ~~optimization,~~elsewhere ~~billing,~~in ~~collection and claims handling. Historically, our operating revenues for~~ this ~~segment have been derived predominantly from our moving services business~~prospectus.

~~Relocation~~(h) ~~Solutions—Europe~~Costs &incurred ~~Asia~~to ~~Pacific provides~~acquire ~~moving~~a ~~services~~business ~~through~~in Brazil and expand a ~~network~~business ofin ~~company-owned~~India, ~~and agent-owned~~consolidate ~~locations~~warehouses in ~~the~~Australia ~~U.K.,~~and ~~Continental~~open ~~Europe~~new ~~and~~locations ~~the~~in Asia, ~~Pacific~~including ~~region.~~legal Toand ~~date~~professional fees, ~~our~~travel ~~operating~~expenses ~~revenues~~and ~~for~~labor ~~this~~costs ~~segment~~to ~~have~~move ~~been~~equipment ~~derived~~and ~~predominantly~~customer’s ~~from~~household ~~our~~goods ~~moving~~stored ~~services~~by ~~business~~us.

~~Network~~(i) ~~Services~~Upfront ~~offers~~costs aincurred ~~variety~~to ofimplement ~~services~~major ~~for~~new ~~truck~~customer ~~drivers,~~service ~~fleet owners and agents~~capabilities, ~~both~~including ~~inside~~compensation and ~~outside~~benefits ~~our~~for ~~network.~~added ~~Services offered~~staffing ~~include insurance coverage such as vehicle liability, occupational accident, physical damage~~ and ~~inland~~associated ~~marine~~hiring ~~insurance coverage, as well as truck maintenance~~ and ~~repair~~training ~~services and group purchasing~~expenses. In addition, we offer a suite of services including fuel, cell phone, tire services, legal assistance and retirement programs to the members of our National Association of Independent Truckers, an association of independent contract truck drivers. This association currently has more than 23,000 owner/operator members.

~~Transportation~~(j) ~~Solutions~~Net ~~provides~~losses ~~inventory~~associated ~~management~~with ~~solutions,~~translation ~~using~~of ~~proprietary~~foreign ~~asset~~denominated ~~management~~assets ~~technology,~~and toliabilities. ~~coordinate~~See a“Foreign ~~variety of~~Currency ~~services~~Translation” ~~such~~included aswithin ~~order~~Note ~~fulfillment,~~2 ~~project~~“Summary ~~specific~~of ~~delivery~~Significant ~~management~~Accounting ~~and~~Policies” to the ~~tracing~~Company’s ofAudited ~~products~~Financial ~~through~~Statements aincluded ~~customer's~~elsewhere ~~supply~~in ~~chains.~~this prospectus.

(k) ~~Critical~~Expenses ~~Accounting~~paid ~~Policies~~ for board of director services and reimbursement of board member travel and related expenses.

~~Our~~(l) ~~accounting~~Non-cash ~~policies~~stock-based ~~are~~compensation ~~described~~expense infor ~~Note 1 to~~ our ~~consolidated~~board ~~financial~~of ~~statements~~directors ~~included~~and ~~elsewhere in this prospectus~~management. ~~The~~See ~~preparation~~Note of12 ~~financial statements~~“Capital ~~requires~~Stock ~~management to make estimates~~ and ~~assumptions~~Incentive inPlans” ~~certain~~to ~~circumstances that affect amounts reported in~~ the ~~accompanying~~Company’s ~~consolidated~~audited financial statements ~~and related footnotes. In preparing these financial statements, management has made its best estimates and judgments of certain amounts~~ included elsewhere in ~~the~~this ~~financial statements, giving due consideration to materiality~~prospectus. ~~Application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.~~

~~Revenue~~(4) ~~recognition. For~~As ~~our~~adjusted ~~moving~~information ~~services,~~gives weeffect ~~recognize estimated gross operating revenue~~ to bethis ~~invoiced~~offering ~~to the transportation customer~~ and ~~all related transportation expenses on~~ the ~~date~~application ~~a shipment is delivered or services are completed. Calculations by shipment are based upon estimated weights resulting from a survey~~ of the ~~home~~net ~~and~~proceeds ~~the known distances between origin and destination~~therefrom.

3320

The estimateTable of revenue remains in a receivable account called Delivered Not Processed, or DNP, until the customer is invoiced. Concurrent with the DNP estimate, we recognize an accrual for purchased transportation expenses, or PTE, to account for the estimated costs of packing services, transportation expenses and other such costs associated with the service delivery. The estimate for PTE is not adjusted until we receive actual charges, which is typically within 30 days of the estimate. Contents

~~For our~~RISK ~~real~~FACTORS estate related relocation services, fees are paid to us by corporate customers at either a fixed price per transferred employee or based upon a fixed percentage of the home's selling price. In either case, revenue is recognized when a home sale contract with the ultimate buyer is signed. If we purchase a property from the transferee when no outside buyer has been located, revenue is not recognized on that property until the closing of a sale to an outside buyer. Additionally, fees are paid to us by company-qualified real estate agents for the home-sale listing or home purchase referral of a transferred employee and are recognized as revenue when a home sale contract with the buyer is signed.

~~Insurance~~An ~~reserves. We~~investment ~~have~~in ~~first~~our ~~dollar~~common ~~coverage~~stock ~~for~~involves ~~principally~~a ~~all~~high ~~insurable~~degree ~~business~~of ~~risks~~risk. ~~except~~You ~~cargo~~should ~~damage~~consider ~~claims, delay~~carefully ~~claims~~the following risks and ~~claims~~all of the other information contained in ~~our~~this ~~insurance~~prospectus, ~~business.~~including ~~Our~~our ~~multiple-line~~consolidated ~~property~~financial statements and ~~commercial~~related ~~liability~~notes ~~insurance~~to ~~group~~such ~~sets~~statements, ~~its~~before ~~reserve~~investing ~~rates~~in ~~based~~our oncommon astock. ~~percentage~~If any of ~~earned~~the ~~premium.~~following ~~The~~risks ~~percentage~~actually isoccur, it could have a material adverse ~~based~~effect on ~~historical~~our ~~data~~business, ~~run~~financial ~~rates~~condition and ~~actuarial~~results ~~methods~~of operations. AtAs ~~December~~a 31result, ~~2002~~the ~~and~~trading ~~June~~price ~~30,~~of ~~2003,~~ our ~~insurance~~common ~~reserves~~stock ~~totaled~~could ~~$48.7~~decline ~~million~~ and ~~$50.7~~you ~~million~~could ~~respectively,~~lose ~~however~~part ~~actual~~or ~~results may~~all beof ~~materially~~your ~~different from our current estimates~~investment.

~~Claims~~Risks ~~reserves. We~~Related ~~estimate costs relating~~ to ~~cargo~~Our ~~damage~~Business and ~~delay~~Industry claims based primarily on actuarial methods applied to historical trends. At December 31, 2002 and June 30, 2003, our claims reserves totaled $27.2 million and $23.4 million respectively, however actual results may be materially different from our current estimates.

~~Allowance~~We ~~for~~face ~~doubtful~~intense ~~accounts. An~~competition ~~allowance~~in ~~for~~each ~~doubtful accounts and notes receivable is maintained for estimated losses resulting from the inability~~ of our ~~customers~~operating orsegments ~~agents to make required payments. If the financial condition of our customers~~ and ~~agents were to deteriorate~~, ~~resulting~~if inwe anare ~~impairment~~unable ~~of their ability~~ to ~~make~~compete ~~payments~~successfully, ~~additional~~it ~~allowances~~could ~~may~~have bea ~~required.~~material adverse ~~Our~~effect ~~allowances~~on ~~for~~our ~~doubtful accounts and notes receivable as of December 31~~business, ~~2002~~financial ~~and~~condition ~~June 30, 2003, amounted to $25.1 million~~ and ~~$25.7~~ ~~million,~~results ~~and represented 7.5% and 6.3%~~ of ~~our accounts receivable balances respectively~~operations. ~~Actual results may be materially different from our current estimates.~~

~~Goodwill~~Our industry is highly competitive, highly fragmented and ~~intangible~~subject ~~assets~~to rapid change. We ~~amortized~~believe ~~goodwill~~that ~~and~~the ~~other~~principal ~~intangible~~competitive ~~assets~~factors ~~over~~in ~~their~~our ~~useful~~markets ~~lives~~are ~~prior~~the toquality of the ~~adoption~~ oftransferee ~~Statement~~experience, ofthe ~~Financial~~ability ~~Accounting~~to ~~Standards~~integrate ~~("SFAS")~~with ~~No.~~customer ~~142~~technology, ~~"Goodwill~~global and ~~Other~~local ~~Intangible~~presence, ~~Assets"~~scope ~~("SFAS~~of ~~142")~~expertise, the oncapacity ~~January~~to 1,handle ~~2002~~a large volume of initiations and cost competitiveness. ~~Useful~~Across ~~lives~~our ~~were~~operating ~~based~~segments, onwe ~~management's~~compete ~~estimates~~with a variety of ~~the~~ ~~periods~~foreign ~~that~~and ~~the~~domestic ~~assets~~companies, ~~will~~some ~~generate~~of ~~operating~~which ~~revenue.~~have ~~Following~~greater ~~our~~resources ~~adoption~~(financial ofor ~~SFAS~~otherwise), ~~142~~larger customer bases, greater experience and more brand recognition than we nodo. ~~longer~~In ~~amortize~~addition, ~~goodwill~~some ~~and~~of ~~intangible~~our ~~assets~~competitors ~~having~~who ~~indefinite~~do ~~useful~~not ~~lives;~~have ~~however,~~global weservice ~~were required~~capabilities tomay ~~perform~~expand antheir ~~initial~~services ~~impairment~~to ~~review~~countries in ~~2002~~which we are located, which ~~did~~could ~~not~~ result in anincreased competition ~~impairment~~for ~~charge~~employees and could adversely impact our competitive position. ~~This~~New ~~standard~~competitors ~~also~~could ~~requires~~emerge that anhave ~~annual~~stronger ~~impairment~~competitive ~~review~~positions beas ~~performed,~~a ~~which~~result ~~requires~~of usthe tostrategic consolidation of smaller competitors or of companies that each provides ~~place~~different aor ~~fair~~more ~~value~~comprehensive onservices ~~the~~or ~~individual~~that ~~reporting~~service ~~units~~different ofindustries. ~~our~~Our ~~business~~top competitors for large multi-national corporations include Cartus Corporation, Brookfield Global Relocation Services and Weichert Relocation Resources. ~~This~~We ~~required~~also compete uswith tosingle ~~select~~service anproviders, ~~appropriate~~including ~~method~~a wide variety of ~~valuation~~real ~~for~~estate ~~our~~brokers, moving companies, accounting firms, mortgage firms, destination service providers and business ~~using~~process ~~discounted~~outsourcing ~~estimated~~firms. ~~cash~~Our ~~flows~~Allied and tonorthAmerican ~~assess~~agent ~~assumptions~~networks ~~inherent~~compete indomestically ~~such~~with aUnigroup ~~method~~Inc. on(the anoperator ~~annual~~of ~~basis~~United Van Lines LLC and Mayflower Transit, LLC), Atlas World Group, Graebel Companies, Inc. Inand ~~addition~~Wheaton Van Lines, ~~whenever~~Inc. ~~events~~Our oragent ~~changes~~network also faces competition from smaller independent movers, self-storage companies and self-haul service providers. In addition, in ~~circumstances~~international ~~indicate~~markets ~~that~~our competitors include the ~~carrying~~Asian ~~value~~Tigers ofGroup, ~~goodwill~~Crown ~~and~~Relocations, ~~other~~Grace ~~intangible~~Removals ~~assets~~Group, ~~might~~Santa ~~not~~Fe ~~be recoverable,~~Transports weIntl. ~~will~~Ltd, ~~perform~~Sterling International anGroup ~~impairment~~and ~~review~~WridgWays.

~~The judgments~~As wethe ~~make~~mobility inservices ~~determining~~business ~~whether~~becomes ~~our~~more ~~goodwill~~global ~~and~~in ~~other~~nature ~~intangible~~with ~~assets~~a ~~are~~greater ~~impaired~~emphasis ~~will~~on ~~directly~~relocation of ~~affect~~employees ~~our~~throughout ~~reported~~the ~~operating income~~world, ~~since any time~~ we ~~determine~~will ~~that any~~face ofadditional ~~these~~competition ~~assets~~from ~~are~~firms ~~impaired,~~that weprovide ~~will~~services beon ~~required~~an tointernational ~~recognize~~basis. aIncreased ~~charge~~competition in ~~our~~the ~~statement~~mobility ofservices ~~operations~~industry ~~for~~and ~~the~~potential ~~relevant~~new ~~period~~entrants ~~equal~~into tothis ~~the~~industry ~~decline~~may result in lower ~~value~~prices ofand ~~such~~volumes, ~~assets.~~higher ~~Our~~costs ~~goodwill~~for experienced personnel and ~~other intangible~~lower ~~assets~~profitability. ~~that~~If we are ~~subject~~unable to ancompete ~~annual~~successfully ~~impairment~~in ~~review~~this ~~totaled~~highly ~~$559.3~~competitive ~~million~~industry, atit ~~December~~could 31have a material adverse effect on our business, ~~2002~~financial condition and results ~~$579~~of operations.3

34Adverse conditions in the global economy or in global financial markets could have a material adverse effect on our business, financial condition and results of operations.

~~million at~~Our ~~June 30~~business, ~~2003~~financial condition and results of operations have been, ~~which~~and inwill ~~each~~continue ~~case~~to ~~included~~be, ~~$408~~affected by global economic conditions.~~7 million~~ ~~related~~From time to time, the ~~original~~global ~~purchase~~economy and financial markets have experienced downturns stemming from a multitude of ~~NAVL~~factors, ~~and~~including adverse credit conditions impacted by concerns about sovereign debt, the ~~Allied~~housing and ~~Pickfords~~mortgage ~~businesses~~crisis, slower or receding economic activity, concerns about inflation and deflation, fluctuating energy costs, high unemployment, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, liquidity concerns and other factors. Although recent economic data has suggested the beginning of a global financial recovery, the severity or length of time these

~~Pensions~~21 and other postretirement benefits. We provide a range of benefits to our current and retired employees, including defined benefit retirement plans, postretirement health care and life insurance benefits and postemployment benefits (primarily severance). We record annual amounts relating to these plans based on calculations specified by generally accepted accounting principles (GAAP), which include various actuarial assumptions, such as discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. We review our actuarial assumptions on an annual basis and make modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. As required by GAAP, the effect of the modifications is generally recorded or amortized over future periods. We believe that the assumptions utilized in recording our obligations under our plans are reasonable based on our experience and advice from our actuaries.

ImpairmentTable of long-lived assets. We periodically assess impairments of our long-lived assets in accordance with the provisions of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets" ("SFAS 144"). An impairment review is performed whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors considered by us include, but are not limited to, significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of use of the acquired assets or the strategy for our overall business; and significant negative industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of the above impairment indicators, we estimate the future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If the sum of these expected future undiscounted cash flows and eventual disposition is less than the carrying amount of the asset, we calculate an impairment loss. An impairment loss is equal to the difference between the fair value of the asset and its carrying value. Fair value is generally determined using a discounted cash flow methodology. Contents

As ~~discussed~~economic inand ~~our~~financial ~~consolidated~~market ~~financial~~conditions ~~statements,~~may ~~certain~~persist ~~software~~is ~~modules~~unknown ~~were~~and ~~reviewed~~there ~~for~~could ~~impairment~~be a further deterioration in ~~connection~~financial ~~with~~markets aand ~~change~~confidence in ~~business~~major ~~strategy~~economies. ~~within~~During ~~transportation~~challenging economic ~~solutions~~times atand ~~the~~in ~~end~~tight ofcredit ~~2002~~markets many customers may delay or reduce their spending generally, and specifically their spending on mobility-related benefits. AsThis acould result in reductions in sales of ~~this~~our ~~exercise~~mobility services, welonger ~~recorded~~sales ~~asset~~cycles ~~impairment~~and increased ~~charges~~pressure ofto $7decrease prices.1 ~~million~~These ~~for~~results ~~the~~may ~~year~~persist ~~ended~~even ~~December~~if 31economic or financial market conditions improve. Any of these events could have a material adverse effect on our business, ~~2002~~financial condition and results of operations.

~~Commitments~~In addition, continued uncertainty in the stock and ~~contingencies. We~~credit ~~evaluate~~markets ~~contingent~~may ~~liabilities~~negatively affect our ability to access additional short-term and long-term financing, including ~~threatened~~future securitization transactions, on reasonable terms or ~~pending~~our ~~litigation~~ability into ~~accordance with~~attain ~~SFAS~~additional Noshort-term and long-term financing at all, which would have a material adverse impact on our liquidity and financial condition. 5In addition, ~~"Accounting~~if ~~for~~one ~~Contingencies"~~or ~~("SFAS~~more ~~5")~~of the financial institutions that support our credit facilities fails, ~~and~~we ~~record~~may ~~accruals~~not ~~when~~be able to find a replacement, which would negatively impact our ability to borrow under our credit facilities. Disruptions in the ~~outcome~~financial ofmarkets ~~these~~also ~~matters~~may isadversely ~~deemed~~affect ~~probable~~our credit rating and the ~~liability~~market isvalue ~~reasonably~~of ~~estimable~~our common stock. WeIf ~~make~~the ~~these~~current pressures on credit continue or worsen, we may not be able to refinance, if necessary, our outstanding debt when due, which ~~assessments~~could ~~based~~have a material adverse effect on ~~the~~our ~~facts~~business. ~~and~~While ~~circumstances~~we ~~and~~believe inwe ~~some~~will ~~instances~~have adequate sources of liquidity to meet our anticipated requirements for working capital, contractual commitments and capital expenditures based inon ~~part~~curtailed operating plans, or if our operating results worsen significantly, or our cash flow or capital resources prove inadequate, we could face liquidity problems that could have a material adverse effect on ~~the~~our ~~advice~~business, offinancial ~~outside~~condition ~~counsel~~and results of operations.

~~Income~~Our ~~taxes. We~~customer ~~follow~~contracts ~~SFAS~~do ~~No.~~not ~~109,~~provide ~~"Accounting~~ for ~~Income~~any ~~Taxes"~~minimum ~~("SFAS~~purchase ~~109").~~requirements, ~~Under the asset~~ and ~~liability~~if ~~method~~our ~~of SFAS~~customers ~~109, deferred tax assets and liabilities~~ are ~~recognized~~not ~~for~~successful, they ~~the~~could ~~future~~decrease ~~tax consequences attributable to differences between~~ the ~~financial~~number ~~statement carrying amounts~~ of ~~existing~~initiations ~~assets~~or ~~and liabilities~~mobility ~~and~~benefits for their ~~respective~~employees, ~~tax~~decide ~~bases.~~to ~~Deferred~~decrease ~~tax~~their ~~assets~~outsourcing ~~and~~of ~~liabilities~~mobility ~~are~~services ~~measured~~or ~~using~~seek ~~enacted~~to ~~tax~~pay ~~laws~~less ~~and~~for ~~tax~~our ~~rates~~mobility ~~expected~~services. toAdditionally, ~~apply~~our tocustomers ~~taxable~~typically ~~income~~have in the ~~years in which those~~ability ~~temporary differences are expected~~ to beterminate ~~recovered~~their orcontract ~~settled.~~with ~~The~~us ~~effect~~ on ~~deferred~~short ~~tax~~notice. ~~assets~~If ~~and liabilities due to a change in tax rates is recognized in income in~~ the ~~period~~revenue ~~that~~we ~~includes~~derive ~~the enactment~~from ~~date.~~each ~~In addition, the amounts~~ of ~~any~~our ~~future~~customer ~~tax~~contracts ~~benefits~~decreases ~~are~~or ~~reduced~~if byour acustomers ~~valuation~~terminate ~~allowance~~their tocontracts ~~the~~with ~~extent~~us ~~such~~it ~~benefits~~could ~~are~~have ~~not~~a ~~expected~~material toadverse beeffect ~~realized~~ on aour ~~more~~business, ~~likely than not basis. At~~financial ~~December 31,~~condition ~~2002~~ and ~~June 30,~~results ~~2003 our gross deferred tax assets totaled $92.4 million and $94.5 million respectively, with corresponding valuation allowances~~ of ~~$0.6 million~~ ~~at both dates~~operations.

~~Allowance~~Our ~~for~~revenue ~~relocation~~depends, ~~properties~~in ~~held~~part, ~~for~~on ~~resale~~the success of our customers. An ~~allowance~~If isour ~~maintained~~customers ~~for~~are not successful, the amount byof ~~which~~mobility services initiations, the ~~estimated~~level ~~price~~of benefits that customers outsource and the level of benefits, including mobility services benefits, they provide to their employees may decrease. Our contracts with our customers do not contain any minimum revenue requirements. If a customer were to reduce the number of its employees who are eligible to utilize our ~~homes~~services, inreduce ~~inventory~~the isbenefits ~~less~~that ~~than~~it provides to their employees or choose not to outsource some of the functions ~~purchase~~that ~~price~~have historically been performed by us, the level of revenue generated by such contracts may not meet expectations and may decline from prior periods. IfCertain customers may also seek pricing concessions from us. We may not be able to reduce costs sufficiently to offset the reduced volume and the reduced revenue. In addition, our multi-year customer contracts typically are terminable without cause. Our customers may not elect to renew these contracts or may seek to negotiate more favorable terms when such contracts are up for renewal. Large customers also have the ability to negotiate lower prices, which result in lower margins, and negotiate away certain protective provisions in our contracts. We may face increased competition and pricing pressure as our customer contracts become subject to renewal. Any reduction in the amount of business we ~~experienced~~receive from our customers, increased pricing pressure, or our inability to successfully renew our customer contracts on their current or more favorable terms, or retain our customers could have a material adverse effect on our business, financial condition and results of operations.

35Our growth depends, in large part, on continued growth in outsourcing of mobility services and, if such growth does not continue, it could have a material adverse effect on our business, financial condition and results of operations.

~~reduction in~~Our ~~the~~revenue ~~market~~growth ~~value of the homes~~ depends, in ~~inventory~~large part, ~~additional allowances may be required. Our allowances for loss~~ on ~~the~~continued ~~disposition~~growth ~~of homes~~ in ~~inventory~~the asoutsourcing of ~~December~~mobility ~~31,~~services ~~2002~~rather ~~and~~than ~~June~~corporations ~~30, 2003~~performing ~~amounted~~such toservices $1in-house.8 ~~million,~~There ~~and~~can ~~$1.5~~be ~~million,~~no orassurance ~~7.0%~~that ~~of our at-risk home inventory balances held at~~ the ~~end~~trend oftoward ~~each period.~~

~~Seasonality~~ 22

OurTable operationsof are subject to seasonal trends. Operating revenues and income from operations for the quarters ending in March and December are typically lower than the quarters ending in June and September. The stronger performance in the second and third quarters is due to the higher shipment count associated with the summer moving season, which also allows for somewhat higher pricing than in the winter months. Contents

~~The~~ ~~seasonal~~outsourcing ~~impact~~mobility onservices ~~our~~will ~~quarterly~~continue. ~~operating~~In ~~revenues~~addition, ~~and~~part ~~income~~of ~~from~~our ~~operations~~growth iswill ~~illustrated~~also bydepend on the ~~following~~increased ~~table~~use ~~showing~~of ~~quarterly~~outsourcing ~~operating~~in ~~revenues~~international ~~and~~markets, ~~income~~particularly ~~from~~in ~~operations~~Europe, where companies do not outsource such services at the same rate as acompanies ~~percent~~in ofthe United States. Recently European companies have been outsourcing more mobility services, however this trend may not continue. A significant change in the ~~total~~trend ~~for~~toward outsourcing, either in the ~~indicated~~United ~~full~~States, ~~fiscal~~Europe ~~year:~~or in any of our other geographic markets, could have a material adverse effect on our business, financial condition and results of operations.

	2001				2002
	Q1	Q2	Q3	Q4	Q1	Q2	Q3	Q4
Operating revenues	22%	26%	30%	22%	20%	24%	31%	25%
Income from operations	(8)%	30%	60%	18%	6%	25%	49%	20%

We have a history of operating losses and may not maintain profitability in the future.

~~Foreign~~We ~~Currency~~incurred ~~Translation~~ losses from continuing operations in 2011 and 2012. If our revenue grows more slowly than we anticipate, or if our operating expenses are higher than we expect, or if we continue to incur operating losses, we may not be able to remain profitable. We can provide no assurances that we will be profitable in the future. We may not be able to operate and manage on a profitable basis or ensure that cash flow from operations will be sufficient to pay our operating costs.

~~The~~Our ~~vast~~Mobility ~~majority~~Solutions ~~of our operations incur expenses in the same currency in which the corresponding operating revenue is generated. As a consequence, the effects~~segment ofexposes ~~foreign~~us ~~currency~~to ~~fluctuations~~certain onrisks ~~our~~related ~~operating results are principally limited~~ to the ~~translation of our activities outside of the United States from their local currency into the U.S. Dollar. Income from operations for 2002 from non-U.S. operations amounted to $26.9 million~~purchase, ~~or 28.5% of our consolidated income from operations. Additionally~~ownership, afinancing ~~total~~and ofresale ~~37.0%~~ of ~~our~~transferred ~~long-lived~~employees’ ~~assets~~homes at ~~December~~ 31a loss, ~~2002 were denominated in currencies other than the U.S. Dollar. The functional currency for our non-U.S. subsidiaries is the local currency for the country in~~ which ~~the~~could ~~subsidiaries own their primary assets. We~~ have ~~operations~~a inmaterial ~~several~~adverse ~~foreign~~effect ~~countries~~on ~~including~~our ~~those that use the Canadian dollar~~business, ~~the~~financial ~~British~~condition ~~pound~~and ~~sterling,~~results ~~the~~of ~~Australian dollar or the Euro as their functional currencies~~operations.

36In our Mobility Solutions segment, we offer our customers home purchase and home sale assistance for their employees. Home sale assistance is provided through our standard home sale product and our premium home sale product. Our premium home sale product may require us, subject to certain conditions, to purchase homes after a period of time. When we purchase a home, we own the home for a period of time and the home enters our inventory until we close on the home sale to a third-party buyer. Accordingly, we incur costs associated with the ownership of the home, such as repair and maintenance costs, insurance costs and property taxes, while the home is in our inventory. In connection with our premium home sale product, we do not pass these expenses on to our customers. In the future, if our premium home sale product becomes a larger portion of our business, we may be obligated to purchase additional homes, which expose us to greater risk of holding homes in inventory, incurring higher costs on such homes and exposure to loss on re-sale risk. Additionally, weak real estate markets (including negative conditions in certain local or regional markets) can increase the number of homes that we take into inventory, increase the time we hold such homes in our inventory and increase our premium home sale expense, all of which would increase our overall costs. Weak markets could also lower the volume of home sale transactions, which could reduce our revenue. We also could be particularly impacted by sudden shifts in the real estate market that do not allow us to adjust our pricing to align it in relation to current market conditions. Because we finance the purchase of homes taken into inventory, an increase in the number of homes that we take into inventory also increases our borrowings under one of our securitization facilities and our $50.0 million asset-based revolving credit facility that matures in 2018 (the “ABL Revolver”) and related interest costs. As of December 31, 2013, 51% of our securitization facility had been utilized and there were no borrowings under our ABL Revolver. If we are unable to manage costs associated with managing the sales of real estate in general, it could have a material adverse effect on our business, financial condition and results of operations.

~~The~~We ~~translation~~contract ofto ~~the~~provide ~~applicable~~our ~~currencies~~premium ~~into~~home ~~U.S.~~sale ~~Dollars~~product ison ~~performed~~a ~~for~~fixed ~~balance~~percentage ~~sheet~~basis ~~accounts using current exchange rates in effect at the balance sheet date~~ and ~~for~~inaccurate ~~revenue and~~estimates ~~expense~~could ~~accounts~~impact ~~using a weighted average exchange rate during~~ the ~~period. The effect~~ profitability of ~~U.S.~~these ~~Dollar currency exchange rates in Canada~~services, ~~the United Kingdom, the Euro zone, Australia and other countries in~~ which wecould ~~operate~~have ~~produced~~ a ~~net~~material ~~currency~~adverse ~~translation~~effect ~~adjustment~~on ~~gain~~our ofbusiness, ~~$6.7~~financial ~~million~~condition and ~~$3.8~~results ~~million, net~~ of ~~tax, respectively, which were recorded as an adjustment to stockholders' equity as an element of other comprehensive income, for the year ended December 31, 2002 and the six months ended June 30, 2003~~operations.

~~Taxation~~ Approximately 56% of our contracts in our Mobility Solutions segment where we provide a home sale assistance program contain provisions whereby we agree to provide our premium home sale product to our customers. Our pricing for this product is highly dependent on our internal forecasts and predictions about the market stability of the subject properties and the accuracy of independent appraisals on the subject property, which could turn out to be inaccurate. As a result, we are subject to risks associated with estimating, planning and performing these services. If our projections are inaccurate, it could have a material adverse effect on our business, financial condition and results of operations.

~~For~~23 the six months ended June 30, 2003 and the year ended December 31, 2002, our estimated provision for income taxes was lower than the amount computed by applying the U.S. federal and state statutory rates. This favorable difference is primarily due to (1) differences in the mix of the statutory rates between the U.S. and countries where we have permanently reinvested earnings, and (2) tax incentive programs that we have qualified for under the laws of certain jurisdictions. For the years ended December 31, 2000 and 2001, our estimated provision for income taxes was in excess of the amount computed by applying the U.S. federal and state statutory rates. This unfavorable difference was primarily due to (1) the non-deductibility of amortization expense associated with certain intangible assets and (2) limitations that existed in the availability of certain foreign income tax credits.

ResultsTable of Operations Contents

~~The~~We ~~following~~often ~~table~~face ~~sets~~a ~~forth~~long ~~information~~selling ~~concerning~~cycle ~~our~~to ~~results~~secure ofa ~~operations~~new ~~for~~contract ~~the~~with ~~six~~our ~~months~~corporate ~~ended June 30~~customers, as ~~2002~~well ~~and~~as ~~June~~long ~~30,~~implementation ~~2003~~periods ~~and~~that ~~the~~require ~~years~~significant ~~ended December~~resource 31commitments, ~~2000,~~which ~~2001~~can ~~and~~result ~~2002,~~in ~~also~~long ~~expressed~~lead astimes abefore ~~percentage~~we ofearn ~~our~~revenue ~~operating~~from ~~revenues~~new ~~for the respective periods~~relationships.

		Years Ended December 31,														Six Months Ended June 30,
		2000					2001					2002				2002					2003
		(Dollars in millions)
Operating revenues		$	2,378.7		100.0	%	$	2,249.3		100.0	%	$	2,185.6	100.0	%	$	968.0		100.0	%	$	1,054.0	100.0	%
Operating expenses:
	Purchased transportation expense		1,559.8		65.6	%		1,438.8		64.0	%		1,303.2	59.6	%		574.6		59.4	%		576.0	54.6	%
	Other direct expenses		433.8		18.2	%		426.4		19.0	%		463.9	21.2	%		211.1		21.8	%		268.5	25.5	%
Gross margin			385.1		16.2	%		384.1		17.1	%		418.5	19.1	%		182.3		18.8	%		209.5	19.9	%
	General and administrative expense		319.9		13.4	%		315.8		14.0	%		319.9	14.6	%		153.6		15.9	%		167.1	15.9	%
	Goodwill and intangibles amortization		10.9		0.5	%		10.9		0.5	%		3.9	0.2	%		—		0.0	%		2.8	0.3	%
	Restructuring and other unusual items		4.9		0.2	%		4.9		0.2	%		0.4	0.0	%		(0.8	)	(0.1	)%		—	—
Income (loss) from operations			49.4		2.1	%		52.5		2.3	%		94.3	4.3	%		29.5		3.0	%		39.6	3.8	%
	Non-operating expense (income)		(0.3	)	0.0	%		—		—			0.6	—			0.3		0.0	%		0.1	0.0	%
	Interest expense		73.4		3.1	%		69.2		3.1	%		61.2	2.8	%		28.9		3.0	%		30.1	2.9	%
	Provisions (benefit) for income taxes		(1.8	)	(0.1	%)		(0.1	)	0.0	%		11.7	0.5	%		0.1		0.0	%		3.2	0.3	%
Cumulative effect of accounting change, net of tax			—		0.0	%		(0.3	)	0.0	%		—	—			—		—			—	—
Net income		$	(21.9	)	(0.9	)%	$	(16.9	)	(0.8	)%	$	20.8	1.0	%	$	0.2		0.0	%	$	6.2	0.6	%

We often face a long selling cycle to secure new contracts with our corporate customers. On average, it can take between two and six months from the initiation of a potential corporate customer’s RFP process to our engagement by a customer. If we are successful in obtaining an engagement, that is generally followed by another two to six month implementation period in which the services are planned in detail, our contract is negotiated, the customer’s human resources department is trained in our services and our technology is integrated with that of our customer. This implementation period can also require coordination with the customer’s current mobility services provider and the process of transferring employee data can further lengthen the implementation period. We typically incur significant business development expenses during the selling cycle. We may not succeed in winning a new customer’s business, in which case we receive no revenue and may receive no reimbursement for such expenses. Even if we succeed in developing a relationship with a potential new customer and begin to plan the services in detail, a potential customer may choose a competitor or decide to retain the work in-house prior to the signing of a final contract. If we enter into a contract with a customer, we will typically receive no revenue until implementation actually begins. Once the contract implementation begins, it will take several months to service the customer, which delays revenue. In addition, because we recognize revenue upon completion of the home sale, moving or other services, the fact that the relocation process takes several months from initiation to completion further extends the time from RFP win to revenue recognition. Our customers may also experience delays in obtaining internal approvals or delays associated with technology or system implementations, thereby further lengthening the implementation cycle. If we are not successful in obtaining contractual commitments after the selling cycle, in maintaining contractual commitments after the implementation cycle or minimizing the duration of unprofitable initial periods in our contracts, it could have a material adverse effect on our business, financial condition and results of operations.

~~Operating~~Our ~~Revenues~~international operations subject us to social, political and economic risks of doing business in foreign countries. ~~Our~~ ~~operating~~We ~~revenues~~have ~~are~~recently voluntarily ~~derived~~self-disclosed ~~from~~certain ~~our~~activities ~~Global~~to ~~Relocation~~the ~~Solutions~~Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury, ~~Network~~which ~~Services~~ may have been in violation of regulations promulgated by OFAC and ~~Transportation~~may ~~Solutions~~be ~~operations~~subject to fines and other penalties.

~~Operating revenues~~We ~~from~~conduct a significant portion of our ~~Global~~business ~~Relocation~~and ~~Solutions~~we ~~operations~~employ ~~are~~a ~~comprised~~substantial number of ~~amounts~~people ~~billed~~outside toof ~~each~~the United States. Our agent/franchise network also employs a substantial number of ~~our~~people ~~corporate~~outside of the United States. As a result, ~~government~~we ~~and~~are ~~military~~subject ~~and~~to ~~consumer~~risks ~~customers~~associated ~~upon~~with doing business globally. For the ~~completion~~ ofyear ~~relocation~~ended orDecember 31, ~~transportation~~2013, ~~services.~~revenue ~~These~~from ~~include~~our international ~~the~~operations ~~provision~~(including ofour ~~relocation~~Europe, Asia and ~~global~~Emerging ~~mobility~~Markets ~~services~~and ~~such~~Australia assegments) ~~home~~represented ~~sale~~approximately ~~and~~15% ~~purchase,~~of ~~realty~~our total revenue, and ~~mortgage~~we ~~assistance~~intend to continue our expansion into international markets, asparticularly ~~well~~Europe, asAsia, the ~~comprehensive~~Middle ~~moving~~East and ~~storage~~South ~~services~~America. ~~both~~Our atinternational ~~origin~~operations ~~and~~are ~~destination.~~subject Into ~~addition,~~risks wenot ~~bill~~generally experienced by our ~~corporate~~U.S. ~~customers~~operations, including:

37• difficulties and costs of staffing and managing international operations among diverse geographies, languages and cultures;

~~for providing~~• ~~specialized~~the ~~transportation~~impact ~~services for high value products that require specialized handling capabilities. In our U.S. and Canadian moving operations, a high percentage~~ of ~~the~~regional ~~operating revenue~~or ~~generated~~country-specific isbusiness ~~for~~cycles ~~services provided under exclusive contracts with our affiliated agents~~ and ~~owner/operators,~~economic ~~the costs of which are included in Purchased Transportation Expenses.~~ instability;

~~Operating revenues~~• ~~from~~fluctuations our Network Services segment include premiums billed for the provision of insurance coverage such as auto liability, occupational accident, physical damage and inland marine insurance coverage. Our operating revenues also include certain earned commissions for referring our clients to other insurance providers. Additionally, our operating revenues also include fees charged to the independent drivers in ~~our~~foreign ~~association~~currency ~~for~~exchange access to a suite of services to independent truck drivers that includes fuel, cell phone, tire services, legal assistance and retirement programs, and the provision of maintenance and repair services. rates;

~~Operating revenues~~• ~~from~~longer ~~our~~receivables ~~Transportation~~collection ~~Solutions~~periods segment represent charges billed for our inventory management expertise which coordinates a variety of services such as purchased transportation, order fulfillment, project-specific delivery management, and ~~the~~greater ~~tracing~~difficulty ofin ~~products~~collection ~~through~~accounts ~~the customer's supply chains.~~ receivable;

~~Purchased~~• ~~transportation~~exposure ~~expense. Purchased~~to ~~transportation~~anti-corruption ~~expense~~laws, orincluding ~~PTE,~~the ~~represents~~Foreign ~~amounts~~Corrupt ~~paid~~Practices byAct usof ~~to independent third parties~~1977, ~~such~~ as ~~agents~~amended, ~~owner/operators,~~(the “FCPA”) and ~~third-party~~the ~~carriers~~U.K. ~~for~~Bribery ~~providing~~Act ~~capabilities~~2010 ~~for~~ (the ~~fulfillment~~“UKBA”), ofand ~~our~~export-control ~~customer~~regulations, ~~moving~~including ~~and~~those ~~transportation~~promulgated ~~needs.~~by OFAC;

~~Given the~~• ~~structure~~exposure ~~of our overall business model, which uses independent agents, owner/operators and third-party carriers of various modes~~ to ~~provide~~local ~~transportation,~~economic ~~including~~conditions ~~trucks~~ and ~~trailers,~~local aslaws ~~well as warehouse facilities for storage~~ and delivery programs, a high proportion of overall operating expenses and operating revenues are represented by PTE. The level of PTE generally increases or decreases in proportion to the operating revenue generated from moving and transportation services provided by our independent agent network. Given this relationship, and the significant level of PTE as a proportion of our overall operating expenses and operating revenues, we assess operating revenues less PTE in evaluating the underlying growth of our operations on a consolidated basis, our operating margins, the level of our expenses and size of our infrastructure and our current and future capital requirements. Consequently, we believe that operating revenues less PTE is an important measure of the volume and growth of our business. regulations;

~~Other~~• ~~direct~~exposure ~~expenses: Other~~to ~~direct~~local ~~expenses are comprised of our own facility and equipment costs; employee~~ labor ~~costs; commissions paid to realtors~~laws, ~~home~~particularly ~~closing~~newly ~~costs~~enacted ~~and~~labor ~~other~~laws ~~relocation service fees~~ in ~~addition~~China ~~to transportation cargo loss~~ and ~~damage~~the ~~expenses~~TUPE ~~and~~laws ~~claims~~in ~~costs~~the ~~and~~European ~~loss~~Union ~~adjustment expenses associated with our various insurance offerings. Relocation Solutions — Europe & Asia Pacific~~ and ~~Transportation~~the ~~Solutions~~United ~~have more significant levels of direct expenses than our moving services operations in North America.~~ Kingdom;

3824

GrossTable margin: Our gross margin in absolute terms is equal to our operating revenues less PTE and other direct expenses. Gross margin as a percentage of operating revenues is largely dependent on the mix of our services to customers, and can differ between each of our four operating segments. As discussed above, our Relocation Solutions — North America segment operates with an asset-light model, utilizing our proprietary branded network of agents and independent contractors to service our customers. This results in a significantly higher level of PTE, both in absolute and percentage terms, than our Relocation Solutions — Europe & Asia Pacific business, which predominantly utilizes its owned brand network to fulfill customer requirements. This higher level of PTE and other associated costs results in a lower gross margin in percentage terms for our North American transportation businesses. This is contrasted by a traditionally lower level of general and administrative costs as a percentage of our operating revenues. Recently, the increase in non-moving relocation services in the U.S. also has a mix impact as compared to our moving operations, as such relocation services have proportionally lower PTE and other direct expenses, a higher gross margin, and higher G&A costs associated with coordinating and administering services. Contents

~~Gross margin~~• aslimited aborrowing ~~percentage~~capabilities ofrelating operating revenue in our Network Services and Transportation Solutions businesses also differed from those experienced in our Global Relocation Solutions operations. Traditionally, the relative gross margin in our Network Services segment (premiums less claim expenses) and in our Transportation Solutions segment have been higher, with a proportionally higher G&A expense as compared to ~~PTE~~activities ~~and other direct costs that factor~~ in ~~the determination of gross margin, as compared to our other segments~~non-U.S. countries;

~~General~~• ~~and~~economic ~~administrative expense: General~~ and ~~administrative expense,~~ /or ~~G&A~~credit ~~expense,~~conditions includes employee compensation and benefit costs, which account for over 50% of expenses in this category, as well as IT infrastructure and communication costs, office rent and supplies, professional services and other general corporate expenses. Relocation Solutions Europe & Asia Pacific, Transportation Solutions and our relocation services operations in North America have a more significant level of G&A expenses than does our moving services operations in North America. abroad;

~~Six~~• ~~Months~~potential ~~Ended~~adverse ~~June~~changes ~~30,~~in ~~2003~~the ~~Compared~~political toand/or ~~Six~~economic ~~Months~~stability ~~Ended~~of ~~June~~foreign ~~30,~~countries ~~2002~~or in their diplomatic relations with the U. S.;

~~Operating~~• ~~revenues: Our~~restrictions ~~operating~~on ~~revenues were $1,054.0 million for~~ the ~~six~~withdrawal ~~months~~of ~~ended~~foreign ~~June~~investment ~~30,~~and 2003, which represents an $86.0 million, or an 8.9% increase, compared to $968.0 million for the six months ended June 30, 2002. PTE was $576.0 million for the six months ended June 30, 2003 compared to $574.6 million for the six months ended June 30, 2002. Operating revenues less PTE was $478.0 million for the six months ended June 30, 2003, which represents an $84.6 million, or 21.5% increase, compared to $393.4 million for the six months ended June 30, 2002. earnings;

~~The increase~~• ingovernment ~~operating~~policies ~~revenues~~against and operating revenues less PTE were primarily a result of growth in Relocation Solutions — North America and Network Services, which reported increases in operating revenues of $48.9 million and $20.4 million, respectively, period-over-period. These increases are a result of two key factors: first, the acquisitions of NAIT in April 2002 and CRS in May 2002, and second, the significant organic growth that these businesses ~~have~~owned ~~experienced since their acquisitions~~ by SIRVA. From April 2002 through June 30, 2003, we have grown the number of members of NAIT by 72.4%. The number of corporate relocation initiations in the relocation services business involving more than simple household goods movement increased by 41.5% during the six months ended June 30, 2003, compared to the six months ended June 30, 2002. For comparative purposes, the number of initiations includes four months of operating data for CRS in 2002 prior to the acquisition. foreigners;

~~Gross~~• ~~Margin: Gross~~investment ~~margin~~restrictions ~~was $209.5 million for the six months ended June 30, 2003, which represents a $27.2 million,~~ or ~~14.9%~~ ~~increase, compared to $182.3 million for the six months ended June 30, 2002, driven in large part by the acquisitions of NAIT and CRS.~~ requirements;

39• diminished ability to legally enforce our contractual rights in foreign countries;

~~Our gross~~• ~~margin~~difficulty as a percentage of operating revenues for the six months ended June 30, 2003 was 19.9%, which represents a 1.1 percentage point increase, compared to 18.8% for the six months ended June 30, 2002. This improvement was driven by gross margin improvement in ~~our~~protecting ~~relocation services business and Network Services segment and by an enhanced business mix within Relocation Solutions—North America, as~~ our ~~relocation services operation~~brand, ~~which~~reputation ~~enjoys a higher gross margin than our moving~~ and ~~transportation~~intellectual operations, represented a higher proportion of our operating revenues following the acquisition of CRS in May 2002. In addition, gross margin also benefited from the increased operating revenue in our Network Services business, which has higher gross margins than the company average. property;

~~General~~• ~~and~~increases ~~administrative~~in ~~expenses: G&A~~anti-American ~~expenses~~sentiment ~~for~~and the ~~six~~identification ~~months ended June 30, 2003 were $167.1 million, which represents a $13.4 million, or 8.7% increase, compared to $153.7 million for the six months ended June 30, 2002. Our G&A expenses as a percentage~~ of ~~operating~~us ~~revenues for the six months ended June 2003 was 15.9%, which was essentially flat~~ as compared to the six months ended June 2002. The dollar increase in G&A expense is primarily due to the acquisitions of NAIT and CRS, partially offset by productivity improvements. This increase compares to an ~~increase~~American ~~in our operating revenues less PTE of 21.5% during the same period, reflecting improved operating efficiency.~~ brand;

~~Reflecting this~~• ~~improved~~restrictions ~~efficiency,~~on ~~our~~the ~~consolidated~~ability ~~headcount~~to ~~was~~obtain ~~7,276 as of June 30, 2003, which represents a 485 person,~~ or ~~6.2%~~retain ~~decrease,~~licenses ~~from~~required 7,761 as of June 30, 2002. Operating revenue per employee at June 30, 2003 was $302,100, which represents a $31,000, or 11.4% increase, compared to $271,100 at June 30, 2002. We have both streamlined our organization and initiated business process improvement projects which allowed us to further reduce headcount during a period when operating revenues increased. We define operating revenues per employee as operating revenues for ~~the twelve month period ending on the date indicated, divided by the corresponding twelve-month average of company-wide end-of-month employee headcount.~~ operation;

~~Intangibles~~• ~~amortization: Amortization~~foreign ~~for~~exchange the six months ended June 30, 2003 was $2.8 million, which represents a $2.8 million increase, compared to $0.0 for the six months ended June 30, 2002. This increase is directly related to the acquisitions made in 2002. restrictions;

~~Restructuring~~• ~~credit: In~~withholding ~~the~~and ~~six~~other ~~months~~taxes ~~ended~~on ~~June~~third ~~30,~~party ~~2002,~~cross-border wetransactions ~~released~~as ~~into~~well ~~income~~as ~~$0.8~~remittances ~~million~~and ofother ~~restructuring~~payments ~~reserves pertaining to the parts centers previously operated~~ by our Transportation Solutions business. The original provision was established in 2001, and the release in 2002 was due to our ability to sublease certain facilities earlier than originally anticipated. subsidiaries;

~~Income~~• ~~from~~adverse ~~operations: Income~~changes ~~from~~in ~~operations~~regulatory ~~was $39.6 million for the six months ended June 30, 2003, which represents a $10.1 million,~~ or ~~34.2%~~tax increase, compared to $29.5 million for the six months ended June 30, 2002. The gain reflects the improved operating results in most of our businesses, the year-over-year operating revenue growth following the acquisitions of NAIT and CRS and a 1.1 percentage point increase in gross margin as a percent of operating revenues. requirements;

~~Interest~~• ~~Expense: Interest~~restrictions ~~expense~~on ~~was~~foreign ~~$30.1~~ownership million for the six months ended June 30, 2003, which represents a $1.2 million, or 4.2% increase, compared to $28.9 million for the six months ended June 30, 2002. The increase is due primarily to higher average borrowings related to our financing of ~~our 2002 acquisitions, offset by lower interest rates.~~ subsidiaries;

~~Income~~• ~~Tax: Income~~multijurisdictional ~~tax~~data ~~expense~~protection ~~was~~and ~~$3.2~~privacy ~~million~~laws; based on pre-tax income of $9.4 million, an effective rate of 34.0% for the six months ended June 30, 2003, compared to $0.3 million, or an effective rate of 33.0% for the six months ended June 30, 2002. and

~~Net~~• ~~Income: Net~~tariffs ~~income~~and ~~was~~other ~~$6.2~~trade ~~million, or $0~~barriers.24 per share for the six months ended June 30, 2003, which represents a $6.0 million, or $0.35 per share increase, compared to a $0.2 million or $0.11 per share loss for the six months ended June 30, 2002. This improvement reflects the success of our

40If we are unable to manage the complexity of our global operations successfully, it could have a material adverse effect on our business, financial condition and results of operations.

~~strategy~~OFAC administers trade and economic sanctions against various countries including, without limitation, Cuba, Iran, Syria, and Sudan (“Sanctioned Countries”). As part of ~~focusing~~our business, we or our agents have arranged for the transportation of personal household effects into or out of Sanctioned Countries on ~~relocation~~behalf ~~services~~of U.S. and ~~its~~foreign ~~associated~~government ~~growth~~transferees, incorporate ~~operating~~transferees ~~revenue~~and individuals. These activities have taken place between the United States and ~~income~~Sanctioned ~~from~~Countries ~~operations~~and between third countries and Sanctioned Countries. Certain of these activities may have been in violation of OFAC regulations. Although OFAC regulations contain certain general licenses or exceptions that may have been applicable to some of these activities, ~~along~~we have filed an initial voluntary disclosure with ~~the~~OFAC ~~impact~~reporting ofpossible violations with respect to these activities. We intend to complete our ~~acquisitions~~factual and legal analysis and file a final voluntary disclosure in due course and we may seek further guidance from OFAC as to whether such activities were authorized. If we are found to have violated OFAC regulations, ~~which~~we ~~continue~~may be subject to potential penalties (including monetary fines) and our reputation may be harmed. We are also taking steps to prevent any future activities involving Sanctioned Countries that may be in violation of OFAC regulations and to further enhance our ~~global~~existing OFAC compliance procedures. There can be no guarantee as to the outcome of our ~~service~~investigation, ~~offering~~the effectiveness of our compliance procedures, the content of our final voluntary disclosure or OFAC’s response.

We ~~Segment~~depend ~~Analysis~~ on third-party providers and service instability from these providers could increase our operating costs, expose us to liability and reduce our ability to offer an end-to-end service offering for our customers, which could adversely affect our revenue, results of operations and customer relationships.

~~The~~We ~~following~~utilize ~~table~~third-party ~~sets~~providers ~~forth~~to, ~~information~~among ~~with~~other ~~respect~~things, toprovide ~~our~~title ~~segments:~~insurance, visa and immigration related services and conduct certain local “on-the-ground” services in connection with international and domestic

Six Months Ended June 30, 2003
		Relocation Solutions
		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	726.3		$	206.5		$	74.5		$	46.7		$	—		$	1,054.0
Operating expenses:
	Purchased transportation expense		513.8			51.7			—			10.5			—			576.0
	Other direct expenses		116.3			82.1			49.8			20.1			0.2			268.5
Gross margin		$	96.2		$	72.7		$	24.7		$	16.1		$	(0.2	)	$	209.5
Gross margin as a percentage of operating revenues			13.2	%		35.2	%		33.2	%		34.5	%		—			19.9	%
Income from operations		$	15.4		$	6.6		$	17.7		$	0.4		$	(0.5	)	$	39.6

Six Months Ended June 30, 2002
		Relocation Solutions
		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	677.4		$	181.2		$	54.1		$	55.3		$	—		$	968.0
Operating expenses:
	Purchased transportation expense		515.6			45.7			—			13.3			—			574.6
	Other direct expenses		78.9			72.8			36.9			22.4			0.1			211.1
Gross margin		$	82.9		$	62.7		$	17.2		$	19.6		$	(0.1	)	$	182.3
Gross margin as a percentage of operating revenues			12.2	%		34.6	%		31.8	%		35.4	%		—			18.8	%
Income from operations		$	10.3		$	5.0		$	11.5		$	3.7		$	(1.0	)	$	29.5
Key Performance Indicators, 2003 vs. 2002:
	Percent change in operating revenues		7.2	%		14.0	%		37.7	%		(15.6	)%		—			8.9	%
	Percentage point change in gross margin as a percentage of operating revenues		1.0			0.6			1.4			(0.9)			—			1.1

relocations. ~~Relocation~~Although ~~Solutions~~there ~~— North~~are ~~America~~ competitive markets for many of these services and a significant number of our third-party providers could be replaced without material disruptions to our business, there could be substantial difficulties and delays in replacing certain of these providers and we may have to pay increased prices to secure any replacement services. Additionally, if a third-party service provider does not adequately perform certain critical functions, our customers or other third parties could seek to recoup resulting damages from these acts or omissions from us. Our inability to secure the services of these third parties or increases in the prices we must pay to secure their services, could have a material adverse effect on our business, financial condition and results of operations.

~~Operating~~Damage ~~revenues~~to ~~were~~our ~~$726.3~~reputation ~~million~~and ~~for~~our ~~the~~brand ~~six months ended June 30~~names, ~~2003,~~including ~~which represents a $48.9 million~~Allied, ornorthAmerican ~~7.2%~~and ~~increase~~SIRVA, ~~compared~~could tohave ~~$677.4 million for the six months ended June 30, 2002. Operating revenues less PTE was $212.5 million for the six months ended June 30, 2003, which represents~~ a ~~$50.7~~material ~~million,~~adverse oreffect ~~31.3%~~on ~~increase~~our business, ~~compared~~financial tocondition ~~$161.8 million~~and ~~for~~results ~~the~~of ~~six months ended June 30, 2002~~operations.

~~Growth in~~We ~~operating~~believe ~~revenues~~that our strong brand names, including Allied, northAmerican and ~~operating~~SIRVA, ~~revenues~~are ~~less~~among ~~PTE~~our ~~resulted~~most ~~from~~valuable ~~the~~assets. ~~acquisition~~We ofbelieve ~~CRS~~that inour ~~May~~brand ~~2002~~image, brand awareness and ~~the~~reputation ~~significant~~have ~~organic~~contributed ~~growth~~significantly ~~that~~to ~~this~~the success of our business. ~~has~~Maintaining ~~experienced~~and ~~since~~enhancing our brand image, which we believe is important to ~~the~~maintaining ~~acquisition~~and expanding our customer base and increasing sales, may require us to make additional investments in areas such as merchandising, marketing and employee training. ~~Reflecting~~These ~~the~~investments may be substantial and may not ultimately be successful. ~~integration~~If ofwe ~~CRS~~are ~~into~~unable ~~SIRVA~~to ~~Relocation~~maintain and enhance our brand image, ~~the~~brand ~~number~~awareness ofand ~~corporate~~reputation, ~~relocation~~it could have a material adverse effect on our business, financial condition and results of operations.

41Our business is subject to seasonal fluctuations, which lead to fluctuations in our results of operations and could have a material adverse effect on our business, financial condition and results of operations.

~~initiations in~~The ~~the~~mobility ~~relocation~~ services ~~business~~we ~~involving~~provide ~~more~~are ~~than~~subject ~~simple~~to seasonal ~~household~~fluctuations, ~~goods~~with ~~movement~~our ~~increased~~strongest byoperating ~~41.5%~~results ~~during~~and ~~the~~revenue ~~six~~occurring ~~months~~during ~~ended June 30, 2003, compared to~~ the ~~six~~second ~~months ended~~and ~~June 30,~~third ~~2002.~~quarters ~~For~~of ~~comparative purposes,~~ the ~~number~~calendar ofyear ~~initiations~~(with ~~includes~~the ~~four~~exception ~~months~~ of ~~operating~~our ~~data~~Australia ~~for~~business ~~CRS~~segment, inwhich ~~2002~~has ~~prior to~~ the ~~acquisition.~~strongest ~~Despite~~operating ~~challenging~~results ~~economic~~and revenue ~~conditions,~~in ~~operating~~the ~~revenues~~first ~~from~~and ~~our~~fourth ~~moving~~quarters ~~operations~~of ~~for~~ the ~~six~~year) ~~months~~due ~~ended~~to ~~June 30, 2003~~ increased ~~slightly,~~levels ~~compared~~of tohousehold ~~the~~moves ~~six~~and ~~months~~home ~~ended~~sales ~~June~~during ~~30,~~the ~~2002~~summer months. ~~Household~~Certain ~~good~~of ~~shipments~~our ~~decreased 2.7%~~operating ~~for~~expenses ~~the~~are ~~six~~fixed ~~months~~and ~~ended~~cannot ~~June 30,~~be ~~2003.~~reduced ~~compared~~during to the ~~six~~fall ~~months~~and ~~ended~~winter ~~June 30~~months, ~~2002,~~when ~~However,~~there ~~the~~is decreased ~~2.7%~~demand ~~decrease~~for ~~was~~our ~~more~~services. ~~than~~See ~~offset~~“Business—Seasonality.” bySuch ana ~~increase~~decrease in ~~revenue per shipment during~~ the ~~same~~demand ~~period.~~for ~~The~~our ~~increase~~services inreduces ~~operating revenue from~~ our ~~moving~~ability ~~services~~to ~~was~~spread ~~offset~~our infixed ~~part~~costs byamong a ~~slight~~greater ~~decrease~~number inof ~~operating~~transactions. ~~revenues~~In ~~from~~addition, our ~~specialized~~working ~~transportation~~capital requirements ~~operations.~~increase Ason a ~~result, revenues~~short-term ~~from~~basis ~~our~~during ~~overall~~the ~~moving~~summer ~~services~~months. ~~and~~If ~~specialized~~we ~~transportation~~are ~~operations~~unable ~~for~~to successfully capitalize on the ~~six~~peak ~~months~~summer ~~ended~~season ~~June~~or ~~30,~~successfully ~~2003~~manage ~~were~~these ~~essentially~~seasonal ~~unchanged~~changes, ~~compared~~it tocould ~~the~~have ~~six~~a ~~months~~material ~~ended~~adverse ~~June 30~~effect on our business, ~~2002~~financial condition and results of operations.

~~Gross margin~~Cybersecurity ~~was~~and ~~$96.2~~privacy ~~million~~breaches ~~for~~may ~~the~~hurt ~~six~~our ~~months ended June 30~~business, ~~2003,~~damage ~~representing~~our ~~a $13.3 million~~reputation, ~~or 16.0% increase, compared to $82.9 million for the six months ended June 30, 2002.~~ ~~Gross margin as a percentage of operating revenues was 13.2% for the six months ended June 30, 2003, which represents a 1.0 percentage point~~ increase, ~~compared~~our ~~to 12.2% for the six months ended June 30~~costs, ~~2002. This reflects higher margins across the relocation services business~~ and ~~the~~cause ~~shift in product mix to relocation services which has higher gross margins than our traditional moving services operations~~losses.

~~Income from~~We ~~operations~~store ~~was~~sensitive ~~$15~~personal information about our customers and transferees in our systems and networks.4 ~~million~~Our ~~for~~security ~~the~~systems ~~six~~and ~~months~~IT ~~ended~~infrastructure ~~June~~may ~~30,~~not ~~2003~~adequately protect against security breaches, ~~which~~cyber-attacks ~~represents~~or aother $5unauthorized access to such information.1 ~~million~~Third parties, including vendors or ~~49.5%~~suppliers ~~increase~~that provide services for our operations, ~~compared~~could toalso ~~$10.3~~be ~~million~~a ~~for~~source of security risk to us in the ~~six~~event ~~months~~of ~~ended June~~a 30failure of their own security systems and infrastructure. Additionally, ~~2002~~a number of our employees work from home offices or other remote locations and access our systems remotely, ~~reflecting~~which further increases the ~~CRS~~risk ~~acquisition~~of ~~and~~privacy ~~organic~~breaches. ~~growth~~Any significant violations of ~~SIRVA~~data ~~Relocation~~privacy ~~with~~could ~~its~~result ~~improved~~in ~~gross~~the ~~margin~~loss ~~characteristics~~of business, ~~and~~litigation, regulatory investigations, the ~~limited~~payment ~~incremental~~of ~~G&A~~damages ~~costs~~and ~~required~~penalties toand ~~support~~damage ~~the~~to our reputation, which could have a material adverse effect on our business, ~~growth~~financial condition and results of operations.

We ~~Relocation~~derive significant ~~Solutions~~revenue ~~— Europe~~from &contracts ~~Asia~~with ~~Pacific~~ the U.S. government; a reduction in U.S. Government spending may adversely affect our results of operations and financial condition.

~~Operating~~During ~~revenues~~2013, ~~were~~services ~~$206.5~~provided ~~million~~to ~~for~~government ~~the~~agencies ~~six~~accounted ~~months~~for ~~ended~~approximately ~~June 30, 2003, which represents a $25~~12.3 ~~million, or 14.0~~% ~~increase,~~of ~~compared~~our toglobal ~~$181.2~~mobility ~~million~~networks ~~for the~~initiations ~~six~~and ~~months ended June 30, 2002~~9.4% ~~Operating~~of our ~~revenues~~domestic ~~less~~mobility ~~PTE~~networks ~~was $154~~initiations.8 Due ~~million~~partially ~~for the six months ended June 30, 2003, which represents a $19.3 million, or 14.2% increase, compared~~ to ~~$135.5 million for~~ the ~~six months ended June 30, 2002.~~

~~The increase~~26 in operating revenues and operating revenues less PTE is primarily a result of favorable currency impacts as, during the six months ended June 30, 2003, the average value of the Pounds Sterling, the Australian dollar and the Euro were stronger as compared to the U.S. dollar for the six months ended June 30, 2002 by approximately 10%, 13% and 19%, respectively. The remainder of the increase was the result of the continued expansion of our records management business and strategic acquisitions completed to enhance our European growth platform, offset by the divestiture of a non-core industrial-moving business in the U.K.

Gross marginTable was $72.7 million for the six months ended June 30, 2003, which represents a $10.0 million, or 15.9% increase, compared to $62.7 million for the six months ended June 30, 2002. The gross margin as a percentage of operating revenues was 35.2% for the six months ended June 30, 2003, which represents a 0.6 percentage point increase, compared to 34.6% for the six months ended June 30, 2002, reflecting both the results of a strict cost control program imposed as a result of the sluggish economy, as well as the mix benefit associated with growth in records management and the divestiture of a low-margin industrial moving business in the U.K. Contents

~~Income~~ ~~from~~sequestration ~~operations~~on ~~was~~March 1, ~~$6.6~~2013, ~~million~~and the government shutdown in October 2013, for ~~the~~instance, ~~six~~our ~~months~~domestic military shipment volumes in our Mobility Networks segment declined by approximately 28% for the year ended ~~June~~December 31, 302013, ~~2003~~as compared to the prior year. Under the Budget Control Act of 2011 (the “Budget Control Act”) the U.S. government committed to significantly reduce the federal deficit over the next ten years, ~~which~~and ~~represents~~substantial spending cuts to the U.S. budget are likely to occur in the future. As a $1result, future purchasing decisions by our U.6S. ~~million~~government customers could be reduced, delayed or 32cancelled.0% ~~increase,~~It ~~compared~~is difficult to ~~$5.0~~predict ~~million~~the various ways in which budget cuts could be implemented; however, we expect that sequestration, as currently provided for under the ~~six~~Budget ~~months~~Control ~~ended June 30~~Act, ~~2002~~would result in lower revenue, ~~which~~profits ~~was~~and ~~primarily~~cash ~~driven~~flows byfor our ~~improved~~company. ~~gross~~To ~~margin~~the extent that federal government spending is delayed or curtailed by government actions, ~~along~~including ~~with~~the sequestration that began on March 1, 2013, and future government shutdowns such as the ~~favorable~~one ~~impact~~that occurred in October 2013, our business, financial condition or results of operations ~~exchange~~may ~~rates~~be adversely affected.

42We are subject to litigation as a result of our operations and such litigation could have a material adverse effect on our business, financial condition and results of operations.

We ~~Network~~are ~~Services~~ subject to litigation resulting from our operations, including litigation resulting from accidents involving our agents and their drivers. These accidents have involved, and in the future may involve, serious injuries or the loss of life. In addition, we occasionally are subject to litigation resulting from our home sale assistance transactions. These lawsuits generally involve disclosure issues, property damage issues and title claims. We may also be involved in litigation or other proceedings relating to intellectual property, commercial arrangements, vicarious liability based upon conduct of individuals or entities outside of our control, general fraud claims and employment law. We cannot predict with certainty the cost of defense, the cost of prosecution, insurance coverage or the ultimate outcome of litigation and other proceedings filed by or against us, including remedies or damage awards. Any such litigation, whether or not successful, may result in liability, result in monetary damages or other penalties or forms of relief or harm our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

~~Operating~~We ~~revenues~~purchase ~~were~~a ~~$74.5~~portfolio ~~million~~of ~~for~~corporate ~~the~~insurance ~~six~~coverages ~~months~~including ~~ended~~policies ~~June~~for ~~30,~~general ~~2003~~liability, ~~which~~auto ~~represents a $20.4 million~~liability, orworkers’ ~~37.7% increase~~compensation, ~~compared to $54.1 million for~~ ~~the~~employers’ ~~six~~liability, ~~months~~directors ~~ended~~and ~~June~~officers, 30property, ~~2002.~~and ~~Growth~~errors inand ~~operating~~omissions. ~~revenues~~We ~~was~~require aeach ~~result~~ of ~~two~~our ~~key~~agents ~~factors:~~to ~~the~~contribute ~~acquisition~~to ofa ~~NAIT~~fund inthat ~~April~~is ~~2002,~~used ~~which~~primarily ~~increased~~for ~~our underwriting volume, as well as~~ the ~~organic growth~~purchase inof ~~this~~insurance ~~business.~~and ~~Reflecting~~payment ~~the successful integration~~ of the ~~NAIT~~deductible ~~acquisition,~~portion ~~the number~~ of ~~NAIT~~claim ~~members~~costs related ~~who~~to ~~purchase~~third-party ~~insurance~~liability orclaims ~~our~~resulting ~~other~~from ~~driver~~moves ~~service~~and ~~offerings~~trucking ~~increased~~operations performed by ~~71.0%~~our ~~from June 30,~~agent ~~2002~~network tounder ~~June 30,~~our ~~2003~~operating authority. InThe ~~addition~~ultimate tosettlement ~~the~~of ~~growth~~these inclaims ~~our~~could ~~client~~differ ~~base,~~materially ~~operating~~from ~~revenues~~the ~~have~~assumptions ~~increased~~used ~~due~~ to calculate the ~~insurance environment since September 11~~reserves, ~~2001,~~ which ~~has generally~~could ~~resulted~~have ina ~~certain~~material ~~premiums~~adverse ~~increasing~~effect inon ~~the~~our ~~six months ended June 30~~business, ~~2003,~~financial ~~compared~~condition toand ~~the~~results ~~six~~of ~~months ended June 30, 2002~~operations.

~~Gross~~We intend ~~margin~~to ~~was~~expand ~~$24.7~~into ~~million~~adjacent ~~for~~markets ~~the~~and ~~six~~develop ~~months~~new ~~ended~~products ~~June 30~~and, ~~2003,~~if ~~which~~we ~~represents~~fail ato ~~$7.5~~do ~~million,~~so or ~~43.6%~~if ~~increase,~~any ~~compared~~such toexpansion ~~$17.2~~or ~~million~~new ~~for~~product ~~the~~is ~~six~~not ~~months ended June 30~~successful, ~~2002.~~ ~~Gross~~it ~~margin~~could ashave a ~~percentage~~material ofadverse ~~operating~~effect ~~revenues~~on was 33.2% for the six months ended June 30, 2003, which represents a 1.4 percentage point increase, compared to 31.8% for the six months ended June 30, 2002. This improvement was primarily driven by the substantial increase in our ~~independent contractor portfolio~~business, ~~which~~financial ~~has~~condition ~~higher gross margin characteristics than our agent~~ and ~~small~~results ~~fleet~~of ~~businesses~~operations.

~~Income~~We intend to continue to expand our business into adjacent markets, such as the DIY moving and storage market. We have also recently internally developed and launched our LumpSum Xpress Marketplace, which targets mid-level employees of our current and potential customers who receive a lump sum payment from ~~operations~~their ~~was~~company, ~~$17~~which can be used to purchase mobility services.7 Our ~~million~~expansion ~~for~~into ~~the~~adjacent ~~six~~markets ~~months~~and ~~ended~~our ~~June~~new ~~30,~~product ~~2003~~development may not be successful and we will incur expenses related to such initiatives, ~~representing~~which could have a ~~$6.2~~material ~~million~~adverse effect on our business, orfinancial 53condition and results of operations.9% ~~increase~~In addition, ~~compared~~our expansion into these markets will require us to ~~$11.5~~compete ~~million~~with ~~for~~new, larger and more experienced competitors, which involves various risks, including the ~~six~~need ~~months~~to ~~ended~~invest ~~June~~significant resources and the possibility that returns 30on such investments will not be achieved for several years, ~~2002~~or at all. ~~This~~In ~~increase~~attempting ~~reflects~~to ~~the~~establish ~~acquisition~~a presence in new markets, we expect to incur significant expenses and ~~subsequent~~face ~~growth~~various ofother ~~NAIT~~challenges, ~~with~~such ~~its~~as ~~higher~~expanding ~~gross~~our ~~margin~~sales ~~characteristics~~force and management personnel, ~~growth~~to cover these new markets. We may not succeed in our ~~existing~~efforts ~~business~~to expand into adjacent markets or develop new products, ~~higher~~and ~~premium~~if ~~rates~~we ~~combined~~are ~~with~~not ~~expense efficiencies~~successful, ~~driven~~it bycould ~~our~~have ~~progressive~~a ~~integration~~material ofadverse effect on our ~~network~~business, ~~services~~financial condition and results of operations.

27 ~~Transportation Solutions~~

OperatingTable revenuesof were $46.7 million for the six months ended June 30, 2003, which represents an $8.6 million, or 15.6% decrease, compared to $55.3 million for the six months ended June 30, 2002. This reduction was primarily due to a continued decrease in activity in the technology sector customers we serve. Operating revenues less PTE was $36.1 million for the six months ended June 30, 2003, which represents a $5.9 million, or 14.0% decrease, compared to $42.0 million for the six months ended June 30, 2002. Contents

~~Gross margin~~Any ~~was~~acquisitions ~~$16.1~~that ~~million~~we ~~for~~intend ~~the six months ended June 30, 2003, representing a $3.5 million, or 17.9% decrease, compared~~ to ~~$19.6~~make ~~million~~in ~~for~~ the ~~six~~future ~~months~~could ~~ended~~have ~~June 30, 2002. The gross margin as~~ a ~~percentage~~material ofadverse ~~operating~~effect on ~~revenues~~our ~~was 34.5% for the six months ended June 30~~business, ~~2003,~~financial ~~which~~condition ~~represents~~and aresults ~~0.9 percentage point decrease, compared to 35.4% for the six months ended June 30, 2002. This reduction is primarily due to a change in the mix~~ of ~~the many customized service packages that we provide to our customer base~~operations.

~~Income from~~Part ~~operations~~of ~~was~~our ~~$0.4~~growth ~~million~~strategy ~~for~~is ~~the~~to ~~six~~make ~~months~~future ~~ended~~acquisitions ~~June~~of complimentary ~~30,~~and ~~2003,~~down-stream ~~which represents a $3~~services.3 ~~million,~~We ~~or 89.2% decrease~~evaluate, ~~compared~~and toexpect ~~$3.7~~in ~~million for~~ the ~~six~~future ~~months~~to ~~ended June 30~~evaluate, ~~2002.~~potential ~~The~~strategic ~~decline~~acquisitions inof ~~operating~~complementary ~~income is principally in line with the reduction in gross margin~~businesses. ~~While~~We ~~the~~may ~~underlying~~not ~~cost~~be ~~structure~~successful ~~was reduced, the decline~~ in ~~costs~~identifying ~~was~~acquisition ~~mitigated by the incremental expense of implementing new technologies~~candidates. In addition, ~~the~~we ~~six~~may ~~months~~not ~~ended~~be ~~June~~able to ~~30,~~successfully ~~2002~~integrate ~~included~~businesses athat $0we acquire.8 ~~million~~Integrating ~~restructuring~~acquired ~~credit~~companies ~~pertaining~~involves tocomplex ~~the~~operational ~~parts~~and ~~centers~~personnel-related ~~previously~~challenges, ~~operated through~~including: ~~June 2001.~~

~~Year~~• ~~Ended~~the ~~December~~possible ~~31,~~defection ~~2002~~of ~~Compared~~a tosignificant ~~Year~~number ~~Ended~~of ~~December 31, 2001~~ employees;

~~Operating~~• ~~revenues: Our~~increased ~~operating~~amortization ~~revenues~~of were $2,185.6 million for the year ended December 31, 2002, which represents a $63.7 million, or 2.8% decrease, compared to $2,249.3 million for the year ended December 31, 2001. PTE was $1,303.2 million for the year ended December 31, 2002 compared to $1,438.8 million for the year ended December 31, 2001. Operating revenues less PTE was $882.4 million for the year ended December 31, 2002, which represents a $71.9 million, or 8.9% increase, compared to $810.5 million for the year ended December 31, 2001. intangibles;

43• the disruption of our ongoing businesses;

~~The decline~~• inpossible ~~operating~~inconsistencies ~~revenues was most significant~~ in ~~Relocation Solutions — North America~~standards, ~~and was largely driven by reduced demand for our moving and specialized transportation services. Household goods shipments decreased by 9.5% for the year ended December 31~~controls, ~~2002~~procedures ~~compared to the year ended December 31, 2001,~~ and were significantly influenced by fewer transferees in the corporate sector due to a sharp fall off in relocations in the months following the events of September 11, 2001 and, we believe, to the sluggish economy. Specialized transportation shipments for the year ended December 31, 2002 were down approximately 3.5%, compared to 2001, which we believe is a direct result of the substantial falloff in activities in the telecommunications and technology sectors as the economy slowed. This slowdown in the telecommunications and technology sectors also affected our Transportation Solutions segment. policies;

~~Partly offsetting~~• ~~the~~failure decline in moving and specialized transportation and driving the growth in operating revenues less PTE was the impact of the CRS and NAIT acquisitions and the organic growth in these businesses during the year ended December 31, 2002. Each provided incremental operating revenue as compared to ~~2001~~maintain ~~and~~important ~~the number of corporate relocation initiations in the relocation services~~ business ~~involving~~relationships more than simple household goods movement increased by 22.7% during the year ended December 31, 2002. For comparative purposes, the number of initiations includes operating data for CRS for all of 2001 and ~~four months of 2002 prior to the acquisition.~~ contracts;

~~Gross~~• ~~margin: Our~~unanticipated ~~gross~~costs ~~margin~~of ~~was~~terminating ~~$418.5 million for the year ended December 31, 2002, which represents a $34.4 million,~~ or ~~9.0%~~ ~~increase,~~relocating ~~compared~~facilities to $384.1 million for the year ended December 31, 2001, despite the 2.8% decrease in our operating revenues. Our gross margin as a percentage of operating revenues was 19.2% for the year ended December 31, 2002, which represents a 2.1 percentage point increase, compared to 17.1% for the year ended December 31, 2001. The gains were most significant in Relocation Solutions—North America and ~~Network Services.~~ operations;

~~Gross margin~~• inunanticipated ~~Relocation~~expenses ~~Solutions~~related ~~— North America improved largely due~~ to the enhanced business mix resulting from the acquisition and expansion of our relocation solutions platform in the U.S. and reductions in other direct expenses, most notably cargo loss and damage where we improved claims experience versus prior periods. integration;

~~Gross margin~~• inpotential ~~Network~~unknown ~~Services~~liabilities ~~improved~~associated ~~largely~~with ~~due~~acquired tobusinesses; the positive mix shift that resulted from the significant growth in our base of insured independent contractors following the NAIT acquisition. We also benefited from operating synergies gained during the successful integration of NAIT into our operations. and

~~General~~• ~~and~~loss administrative expenses: G&A expenses were $319.9 million for the year ended December 31, 2002, which represents a $4.1 million, or 1.3% increase, compared to $315.8 million for the year ended December 31, 2001. Our G&A expenses as a percent of ~~operating~~business ~~revenues~~from ~~for~~downstream ~~the year ended December 31~~services, ~~2002~~such ~~was 14.7%, which represents an increase of 0.7 percentage points,~~ as ~~compared~~destination ~~to 14.0% for the year ended December 31~~services, ~~2001.~~that ~~The percentage change is largely due to~~ the ~~increased~~acquired ~~proportion~~company ofmay ~~Network~~have ~~Services business~~provided ~~within our overall business mix, partially offset by productivity improvements throughout the business. This change can be compared~~ to ancompetitors ~~increase in our operating revenues less PTE~~ of 8SIRVA.~~9% during the same period, reflecting operating efficiency.~~

~~Reflecting this~~A ~~improved~~prolonged ~~efficiency,~~diversion ~~our~~of ~~consolidated~~management’s ~~head~~attention ~~count~~and ~~decreased~~any todelays ~~7,500~~or asdifficulties ofencountered ~~December~~in ~~31,~~connection ~~2002,~~with athe ~~decrease~~integration of ~~295,~~any business that we have acquired or ~~3.4%,~~may acquire in the future could prevent us from ~~7,795~~realizing asthe ofanticipated ~~December 31,~~cost ~~2001. Operating~~savings and revenue ~~per~~growth ~~employee~~from ~~was~~our ~~$283,800~~acquisitions. We may have potential write-offs of acquired assets and an impairment of any goodwill recorded as a result of acquisitions. As of December 31, ~~2002~~2013, ~~which~~we ~~represents~~had a $~~2,900,~~56.4 ormillion 1of goodwill that could be subject to impairment.0% ~~increase~~To the extent we pay the purchase price of any acquisition in cash, ~~compared~~it towould ~~$280~~reduce our cash reserves,~~900~~ asand ofto the ~~December~~extent 31the purchase price is paid with our stock, ~~2001~~it could be dilutive to our stockholders. WeTo ~~both~~the ~~streamlined~~extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our already high level of indebtedness and could ~~organization~~negatively affect our liquidity and ~~reduced~~restrict ~~headcount~~our inoperations. ~~order~~Our competitors may be willing or able to ~~align~~pay ~~expenses~~more ~~with~~than ~~lower~~us ~~operating~~for ~~revenue~~acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that acquisitions will not have a material adverse effect on our business, financial condition and results of operations.

~~Goodwill~~We ~~and~~may ~~intangibles~~be unable ~~amortization: Effective~~to ~~January~~maintain 1,recent ~~2002,~~cost wesavings ~~adopted~~or ~~SFAS~~realize ~~No.~~anticipated ~~142,~~cost ~~"Goodwill~~savings and ~~Other Intangible Assets", under which goodwill and~~ other ~~indefinite-lived~~benefits ~~intangible~~from ~~assets~~our ~~are~~productivity noimprovement ~~longer~~initiatives ~~amortized~~in ~~but~~the ~~are~~future, ~~reviewed~~which atcould ~~least~~have ~~annually for impairment. As~~ a ~~result,~~material ~~amortization~~adverse ~~expense~~effect ~~was~~on ~~$3.9~~our ~~million for the year ended December 31~~business, ~~2002,~~financial ~~which~~condition ~~represents~~and aresults $7of operations.0 ~~million, or~~

44We have achieved cost savings from various productivity improvement initiatives targeted at reducing costs and enhancing organizational effectiveness while consolidating existing processes and facilities, and we expect to continue to identify additional cost savings. These measures included reducing our overall headcount by over 450 employees over the period from 2009 to 2013. We may not be able to achieve or maintain the anticipated cost savings and other benefits from these initiatives. If our cost savings or such benefits are less than our estimates or take longer to implement than we project, the savings or other benefits we projected may not be fully realized, which could have a material adverse effect on our business, financial condition and results of operations.

~~64.2% decrease,~~We ~~compared~~depend toon ~~$10.9~~our ~~million~~highly ~~for~~trained ~~the~~executive ~~year~~officers ~~ended~~and ~~December~~employees. ~~31,~~Any ~~2001,~~loss ~~related~~of tothese ~~SFAS~~employees ~~142,~~could ~~offset~~have bya ~~additional~~material ~~intangible~~adverse ~~amortization~~effect ~~of $3.9 million from~~ on our ~~acquisitions~~business, infinancial ~~the year~~condition ~~ended~~and ~~December~~results ~~31,~~of ~~2002~~operations.

~~Restructuring~~Our ~~and~~operations ~~other~~are ~~unusual~~managed ~~items: We~~by ~~incurred $0.4 million of restructuring and other unusual items for the year ended December 31, 2002, which represents~~ a ~~$4.5~~small million, or 91.8% decrease, compared to $4.9 million for the year ended December 31, 2001. The restructuring and unusual items for the year ended December 31, 2002 were comprised of $7.1 million of software impairment charges due to a reduction in the number of ~~software~~key ~~modules implemented by the high value products moving business within Relocation~~executive ~~Solutions—North America and Transportation Solutions~~officers, asmany aof ~~result~~whom ofhave asubstantial ~~change~~experience in ~~business strategy and $4.6 million of expenses related to~~ the ~~December~~mobility ~~2002 SIRVA headquarters building move~~industry. ~~These~~The ~~amounts~~success ~~were partially offset by a $7.4 million curtailment gain resulting from the freezing~~ of ~~the U.S. pension plan and the reduction of retiree medical benefits, a $3.0 million gain from the sale of~~ our ~~U.K. industrial moving~~ business ~~and~~ acontinues ~~$0.9~~to ~~million~~depend ~~restructuring credit pertaining~~ to ~~the parts centers restructuring that we started in 2001, due principally as~~ a ~~result~~significant ofdegree ~~our~~upon entering into subleases of certain parts centers facilities earlier than originally estimated. Restructuring and unusual items for the year ended December 31, 2001were due primarily to the parts center restructuring.

~~Income~~28 from operations: Income from operations was $94.3 million for the year ended December 31, 2002, which represents a $41.8 million, or 79.6% increase, compared to $52.5 million for the year ended December 31, 2001. The substantial gain principally reflects our acquisitions, a 2.1% increase in gross margin as a percent of operating revenues, a result of both mix improvement and operating efficiencies. Additionally, we ceased amortization of goodwill, which reduced our amortization expense by $10.9 million compared to the year ended December 31, 2001.

Interest: InterestTable expenseof was $61.2 million for the year ended December 31, 2002, which represents a $8.0 million, or 11.6% decrease, compared to $69.2 million for the year ended December 31, 2001, due primarily to lower interest rates and lower average borrowings. Contents

~~Income~~ the ~~Tax: Income~~continued ~~tax~~contributions ~~expense~~of ~~was~~such ~~$11~~key executive officers and employees, both individually and as a group.7 ~~million~~Our ~~for~~ability to attract and retain our employees is generally subject to numerous factors, including the ~~year~~compensation ~~ended~~and ~~December~~benefits 31we pay, ~~2002~~the mix between the fixed and variable compensation we pay our employees and prevailing compensation rates, ~~based~~and oncompetition ~~pre-tax~~for ~~income~~qualified executives is intense. We do not have key man or similar life insurance covering our executive officers and other members of ~~$32~~senior management.5 We have entered into employment agreements with each of our executive officers, but these agreements do not guarantee that these executives will remain ~~million~~with us. Additionally, ~~given~~the anmobility ~~effective~~services ~~rate~~business is a specialized industry and there are a limited number of 36individuals with knowledge of the industry.~~0%.~~ ~~For~~It is possible that the ~~year~~loss ~~ended~~of ~~December~~the 31services of one or a combination of our key employees, including ~~2001~~Wes Lucas, ~~the~~our ~~income~~Chief ~~tax~~Executive ~~benefit~~Officer, ~~was~~and ~~$0.1~~our ~~million~~inability ~~based~~to onfind suitable replacements, could have a ~~pre-tax~~material ~~loss~~adverse effect on our business, financial condition and results of ~~$16~~operations.7 ~~million.~~

~~Net~~The ~~Income: Net~~ability ~~income~~to ~~was $20.8 million or $1.06 per share for the year ended December 31~~attract, ~~2002,~~retain ~~which~~and ~~represents~~develop ~~a $37.7~~qualified ~~million~~employees oris ~~$2.58~~critical ~~per share increase, compared~~ to ~~a loss of $16.9 million or $1.52 per share for the year ended December 31, 2002. This improvement reflects the substantial gains in operating income combined with the reduction in~~ our ~~interest~~success ~~expense~~and ~~over the year ended December 31, 2001~~growth.

45In order for us to successfully compete and grow, we must attract, retain and develop the necessary personnel who can provide the needed expertise for our business. While we have a number of key personnel who have substantial experience with our operations, we must also develop our personnel to provide succession plans capable of maintaining continuity in the midst of the inevitable unpredictability of human capital. The market for qualified personnel is competitive, and we may not succeed in recruiting additional personnel or we may fail to effectively replace current personnel who depart with qualified or effective successors. Our effort to retain and develop personnel may also result in significant additional expenses, which could adversely affect our profitability. We cannot guarantee that qualified employees will continue to be employed or that we will be able to attract and retain qualified personnel in the future. Failure to retain or attract key personnel could have a material adverse effect on our business, financial condition and results of operations.

We ~~Segment~~may ~~Analysis~~ be required to repurchase mortgage loans or indemnify buyers against losses in some circumstances, which could have a material adverse effect on our business, financial condition and results of operations.

~~The~~During ~~following~~2013, ~~table~~SIRVA ~~sets~~Mortgage, ~~forth~~Inc., ~~information~~our ~~with~~wholly-owned subsidiary ~~respect~~(“SIRVA toMortgage”), closed on 2,917 mortgages. We sell the mortgage loans that we originate, and when we sell our ~~segments~~mortgage loans, we are required to make customary representations and warranties to purchasers, guarantors and insurers about the mortgage loans and the manner in which ~~provides~~they awere ~~more~~originated. ~~complete~~Our ~~understanding~~loan-sale agreements require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties, including representations and warranties as to the accuracy of the ~~key~~statements ~~drivers~~made by the borrower. In addition, we may be required to repurchase mortgage loans as a result of early payment defaults by the borrower (e.g., failure to make a payment within the first 30-120 days) on a mortgage loan that we have sold. If we are required to repurchase or substitute loans or if we are required to indemnify buyers of our ~~operating~~mortgage loans, it could have a material adverse effect on our ~~performance:~~business, financial condition and results of operations.

		Relocation Solutions
Year Ended December 31, 2002		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	1,544.4		$	408.0		$	125.0		$	108.2		$	—		$	2,185.6
Operating expenses:
	Purchased transportation expense		1,164.8			110.5			—			27.9			—			1,303.2
	Other direct expenses		182.8			153.2			83.6			44.1			0.2			463.9
Gross margin		$	196.8		$	144.3		$	41.4		$	36.2		$	(0.2	)	$	418.5
Gross margin as a percentage of operating revenues			12.7	%		35.4	%		33.1	%		33.5	%		—			19.1	%
Income from operations		$	41.0		$	24.8		$	26.5		$	3.3		$	(1.3	)	$	94.3

We are exposed to foreign currency fluctuations, which could have a material adverse effect on our business, financial condition and results of operations.

		Relocation Solutions
Year Ended December 31, 2001		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	1,652.1		$	387.1		$	84.2		$	125.9		$	—		$	2,249.3
Operating expenses:
	Purchased transportation expense		1,308.9			105.6			—			24.2			—		$	1,438.7
	Other direct expenses		161.7			140.7			61.5			62.6			—		$	426.5
Gross margin		$	181.5		$	140.8		$	22.7		$	39.1		$	—		$	384.1
Gross margin as a percentage of operating revenues			11.0	%		36.4	%		27.0	%		31.1	%		—			17.1	%
Income from operations		$	15.1		$	26.0		$	18.5		$	(6.3	)	$	(0.8	)	$	52.5
Key Performance Indicators, 2002 vs. 2001:
Percent change in operating revenues			(6.5	)%		5.4	%		48.5	%		(14.1	)%		—			(2.8	)%
Percentage point change in gross margin as a percentage of operating revenues			1.7			(1.0	)		6.1			2.4			—			2.0

In many cases, we generate revenue in U.S. dollars and incur costs related to such revenue in local currency. If the value of the U.S. dollar drops relative to other currencies, our cost of providing services outside the United States will increase accordingly when translated to U.S. dollars. In addition, a portion of our revenue is denominated in foreign currencies. If the U.S. dollar increases in value relative to such currencies, the value of such revenue will decrease accordingly when measured in U.S. dollars. Any significant fluctuations in the currency exchange rates between the U.S. dollar and the other currencies of countries in which we operate could have a material adverse effect on our business, financial condition and results of operations.

29 ~~Relocation Solutions — North America~~

OperatingTable revenuesof were $1,544.4 million for the year ended December 31, 2002, representing a $107.7 million, or 6.5% decrease, compared to $1,652.1 million for the year ended December 31, 2001. Operating revenues less PTE were $379.6 million for the year ended December 31, 2002, which represents a $36.4 million, or 10.6% increase, compared to $343.2 million for the year ended December 31, 2001. Contents

~~The decline~~A insignificant ~~operating~~uninsured ~~revenues~~loss ~~was~~or ~~largely~~a ~~driven~~loss byin ~~reduced~~excess ~~demand~~of ~~for~~ our ~~moving~~insurance ~~and~~coverage ~~specialized~~could ~~transportation~~have ~~services. Household goods shipments for the year ended December 31,~~a ~~2002,~~material ~~decreased~~adverse ~~9.5%~~effect ~~from~~on ~~the~~our ~~year ended December 31~~business, ~~2001,~~financial ~~and~~condition ~~were significantly influenced by fewer transferees in the corporate sector due to a sharp fall off in relocations following the events of September 11, 2001~~ and weresults ~~believe, to the sluggish economy. Specialized transportation shipments for the year ended December 31, 2002 were also down approximately 3.5%, compared to 2001, which we believe is a direct result~~ of ~~the substantial decline in activities in the telecommunications and technology sectors as the economy slowed~~operations.

~~Partly offsetting~~We ~~the~~maintain ~~decline~~insurance incovering ~~moving~~our ~~and~~normal business ~~specialized~~operations, ~~transportation~~including property and ~~driving~~casualty ~~the~~protection ~~increase~~that inwe ~~operating~~believe ~~revenues~~is ~~less~~adequate. ~~PTE~~We ~~was~~do ~~the~~not ~~positive~~generally ~~impact~~carry insurance covering wars, acts of ~~the~~terrorism, ~~CRS~~earthquakes ~~acquisition~~or inother ~~May~~similar ~~2002~~catastrophic events. ~~The~~ In addition, ofthe ~~this~~financial ~~relocation~~health ~~services~~of our ~~business~~insurers ~~provided~~may ~~incremental~~deteriorate ~~operating~~and ~~revenue~~may asnot ~~compared~~be able to ~~the~~respond ~~year~~if ~~ended~~we ~~December~~should ~~31,~~have ~~2001;~~claims ~~additionally~~reaching their policies, ~~with~~and ~~the~~we ~~benefit~~may ofnot ~~joining~~be able to obtain adequate insurance coverage on financially reasonable terms in the ~~much~~future. ~~larger~~A significant uninsured loss or ~~SIRVA~~a ~~organization~~loss in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

46Changes in accounting standards, subjective assumptions and estimates used by management related to complex accounting matters could have a material adverse effect on our business, financial condition and results of operations.

GAAP and related accounting ~~gaining~~pronouncements, ~~access~~implementation toguidance ~~its~~and ~~expansive~~interpretations ~~list~~with ofregard ~~corporate~~to ~~moving~~a ~~customers,~~wide itrange ~~also~~of ~~experienced~~matters, ansuch ~~accelerated~~as ~~growth~~stock-based ~~rate.~~compensation, ~~Specifically~~asset impairments, ~~the~~valuation ~~number~~reserves, ofincome ~~CRS~~taxes ~~corporate~~and ~~relocation~~fair ~~initiations~~value inaccounting, ~~the relocation~~are ~~services~~highly ~~business~~complex ~~involving~~and ~~more~~involve ~~than~~many subjective ~~simple~~assumptions, ~~household~~estimates ~~goods~~and ~~movement~~judgments ~~increased~~made by 22management.7% ~~during~~Changes ~~the~~in ~~year~~these ~~ended~~rules ~~December 31,~~or ~~2002~~their ~~compared~~interpretations toor ~~the~~changes ~~year~~in ~~ended~~underlying ~~December 31~~assumptions, ~~2001. For~~estimates ~~comparative~~or ~~purposes,~~judgments ~~the~~made ~~number~~by ofmanagement ~~initiations~~could ~~includes~~have ~~operating~~a ~~data~~material ~~for~~adverse ~~CRS~~effect ~~for~~on ~~all~~our ofbusiness, financial ~~2001~~condition and ~~four~~results ~~months~~ of ~~2002~~operations. ~~prior~~We will also be affected by changes to GAAP as a result of the ~~acquisition~~convergence with many International Financial Reporting Standards.

~~Gross margin~~We ~~was~~base ~~$196.8~~revenue ~~million~~estimates for ~~the~~new ~~year~~contracts ~~ended~~upon ~~December~~historical ~~31,~~data ~~2002,~~provided ~~representing~~by aour ~~$15~~customers.3 ~~million,~~If orour ~~8.4%~~estimates ~~increase,~~based ~~compared~~upon ~~to $181.5 million for~~ the ~~year~~data provided ~~ended~~are ~~December~~inaccurate ~~31,~~or ~~2001, despite~~if the ~~6.5%~~customer ~~decrease~~does innot ~~our~~experience ~~operating~~the ~~revenues.~~same ~~Gross~~level ~~margin as a percentage~~ of ~~operating~~estimated ~~revenues~~activity ~~was~~in ~~12.7%~~future ~~for~~periods, ~~the~~it ~~year~~could ~~ended~~impact ~~December~~our ~~31,~~ability ~~2002,~~to ~~which~~plan ~~represents~~our anbusiness ~~increase~~and ofmay ~~1.7~~have ~~percentage points,~~a ~~compared~~material toadverse ~~11.0%~~effect ~~for~~on ~~the~~our ~~year~~business, ~~ended~~results ~~December~~of ~~31,~~operations ~~2001~~and financial condition.

~~The improved~~During ~~gross~~the ~~margin~~RFP isprocess, ~~due~~potential incustomers ~~large~~provide ~~measure~~us towith historical data, including the ~~enhanced~~number ~~mix~~of ~~resulting~~mobility solutions ~~from~~initiations ~~acquiring~~they ~~and~~experience ~~selling~~per ~~more~~year. ~~high~~Upon ~~margin~~winning a new contract, ~~value-added~~we ~~relocation~~use ~~services.~~historical ~~Due~~customer data, together with our experience with similarly situated customers, to estimate, based primarily on the ~~significance~~customer’s ofaverage initiations and ~~PTE~~our ~~expenses~~historical ~~paid~~average revenue per initiation, the revenue that we will derive from a new contract. We use these expected revenue amounts to ~~owner/operators~~plan our business and ~~agents~~they ~~who~~are ~~provide~~critical ~~equipment~~in our decisions regarding headcount and ~~labor~~capital expenditures. If the number of initiations from a particular customer decreases from amounts experienced in previous year, ~~there~~we iscould experience a ~~lower~~decrease ~~gross~~in ~~margin~~our ~~percentage~~income ~~associated~~from ~~with~~continuing ~~moving~~operations ~~and~~due ~~specialized~~to ~~transportation~~higher operating ~~revenues~~costs ~~than with~~relative ~~relocation~~to ~~services.~~revenue, ~~Our~~which ~~mix~~could ~~was~~impact our ~~enhanced~~ability byto ~~the~~forecast ~~faster~~future growth inand ~~relocation~~have ~~services~~a material adverse effect on our business, results of operations and financial condition.

~~Our other~~We ~~direct~~may ~~expenses~~be ~~were~~limited ~~lower~~in our ability to utilize, ~~most~~or ~~notably~~may ~~cargo~~not ~~loss~~be ~~and~~able ~~damage~~to utilize, ~~where~~net weoperating ~~improved~~loss ~~claims~~carryforwards ~~experience~~to ~~versus~~reduce ~~prior~~our ~~periods~~future tax liability.

~~Income from~~Our ~~operations~~ability ~~was~~to ~~$41.0~~utilize ~~million~~net ~~for~~operating ~~the~~losses ~~year~~(“NOLs”) ~~ended~~and ~~December~~other ~~31,~~tax ~~2002,~~attributes ~~which~~is ~~represents~~limited aif ~~$25.9~~we ~~million,~~undergo oran “ownership ~~171.5%~~change” ~~increase,~~within ~~compared~~the tomeaning ~~$15.1~~of ~~million~~Section 382 ~~for~~of the ~~year~~Internal ~~ended~~Revenue ~~December 31,~~Code ~~2001.~~of ~~This~~1986, ~~substantial~~as ~~gain~~amended ~~principally~~(the ~~reflects~~“Code”). ~~acquisitions~~This ~~and~~ownership ~~our~~change ~~improved~~provision ~~gross~~has ~~margin~~and ~~results.~~will ~~Additionally,~~continue weto ~~reduced~~subject ~~headcount~~our intax ~~order~~loss carryforwards to ~~align~~annual limitations, ~~expenses~~which ~~with~~will ~~lower~~restrict ~~operating~~our ~~revenue. This~~ability ~~decrease contributed~~ to ~~reduced~~use ~~G&A~~them ~~expenses.~~to Inoffset ~~addition,~~our wetaxable ~~ceased~~income ~~goodwill~~in ~~amortization~~periods infollowing the ~~year~~ownership ~~ended December 31, 2002~~change.

As ~~Relocation~~of December 31, ~~Solutions~~2013, —we ~~Europe~~had &a ~~Asia~~net ~~Pacific~~ operating loss carryforward of $90.7 million. Due to prior ownership changes, which are subject to the Section 382 provisions, we are limited to $31.8 million of tax benefits from U.S. federal NOLs and $8.8 million of tax benefits from state NOLs reported at December 31, 2013. U.S. federal NOL carryforwards will begin to expire in 2022 and will completely expire in 2035. Our state NOL carryforwards may be used over various periods ranging from one to 20 years.

~~Operating~~30 revenues were $408.0 million for the year ended December 31, 2002, representing a $20.9 million, or 5.4% increase, compared to $387.1 million for the year ended December 31, 2001. Operating revenue less PTE was $297.5 million for the year ended December 31, 2002, which represents a $16.0 million, or 5.7% increase, compared to $281.5 million for the year ended December 31, 2001.

The increaseTable in operating revenues and operating revenues less PTE is predominantly a result of favorable currency impacts as, during the year ended December 31, 2002, the average values of the Pounds Sterling, the Australian dollar and the Euro were stronger against the U.S. dollar compared to the year ended December 31, 2001 by approximately 4%, 5% and 5%, respectively, also operating revenues in our UK records management business and the domestic and international moving business in Australia were higher. Contents

~~Gross margin~~We ~~was~~have ~~$144.3~~had ~~million~~significant ~~for~~financial ~~the~~losses ~~year~~in ~~ended~~previous ~~December~~years ~~31,~~and ~~2002, which represents a $3.5 million or 2.5% increase, compared to $140.8 million for the year ended December 31, 2001. While gross margin increased~~ as a result ofwe ~~the~~currently ~~growth in operating revenue, gross margin as~~ maintain a ~~percentage~~full ofvaluation ~~operating~~allowance ~~revenue was 35.4%~~ for ~~the~~our ~~year~~deferred ~~ended~~tax ~~December~~assets ~~31,~~including ~~2002, a 1.0 percentage point decrease, compared to 36.4% for the year ended December 31, 2001. The decrease is associated with overall price pressure, particularly in~~ our ~~industrial~~federal ~~moving~~and ~~business,~~state ~~which~~NOL ~~we sold at the end of 2002~~carryforwards. ~~In addition, we experienced higher employee benefits costs.~~

~~Income from~~We ~~operations~~rely ~~was~~on ~~$24.8~~information technology ~~million~~to ~~for~~operate ~~the~~our ~~year~~business ~~ended~~and ~~December~~maintain ~~31,~~our ~~2002~~competitiveness, ~~which~~and ~~represents~~any adifficulties ~~$1.2~~with ~~million,~~our information systems or ~~4.6%~~our ~~decrease,~~information ~~compared~~systems toproviders ~~$26.0~~could ~~million~~delay ~~for~~or ~~the~~disrupt ~~year~~our ~~ended~~ability ~~December 31,~~to ~~2001.~~service ~~The~~our customers and impair our competitiveness.

47We rely on sophisticated information systems to manage and monitor the flow of goods that we are transporting, provide mobility services to our customers, market our services, manage our business and communicate with our customers, and we anticipate that our reliance on technology will increase in the future. Our future success depends, in part, upon our ability to develop and implement technology solutions that anticipate and keep pace with continuing changes in technology, industry standards and customer preferences. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis, and our technology, such as our LumpSum Xpress Marketplace, may not be accepted by our existing and potential customers. Additionally, the effort to gain technological expertise and develop new technologies in our business requires us to incur significant expenses. If we cannot offer new technologies as quickly as our competitors or if our competitors develop more cost-effective technologies, it may adversely impact our ability to compete effectively, which could have a material adverse effect on our business, financial condition and results of operations.

~~increase~~In addition, our information technologies inand ~~aggregate~~systems ~~gross~~are ~~margin~~vulnerable ~~dollars~~to damage or interruption from various causes, including natural disasters, war and ~~the~~acts ~~favorable~~of ~~impact~~terrorism, power losses, computer systems failure, internet and telecommunications or data network failures, operator error, losses and corruption of ~~eliminating~~data ~~goodwill~~and ~~amortization~~similar ~~were~~events ~~more~~and ~~than~~computer ~~offset~~viruses, penetration by aindividuals ~~general~~seeking ~~increase~~to disrupt operations or misappropriate information and other physical or electronic breaches of security. Our disaster recovery plan may not be adequate in ~~G&A~~the ~~due~~event toof ~~higher~~an ~~employee~~actual ~~benefit~~disaster ~~costs~~or ~~and~~other business interruption. Any extended interruption in our technologies or systems could significantly impact our operations, which could have a material adverse effect on our business, financial ~~severance~~condition ~~charge~~and ~~taken~~results ~~late~~of inoperations. ~~the~~Additionally, ~~year~~our tobusiness ~~adjust~~interruption ~~headcount~~insurance may be insufficient to ~~the~~compensate ~~reduced~~us ~~business~~for ~~needs~~losses that may occur.

We ~~Network~~have ~~Services~~ registered, among other trademarks, “SIRVA,” “Allied,” “northAmerican” and their respective logos as trademarks in the United States. Competitors may adopt service names similar to ours, thereby harming our ability to build brand identity and possibly leading to user confusion. In addition, there could be potential trade name or trademark infringement claims brought by owners of other trademarks that are similar to our trademarks. Litigation or proceedings before the U.S. Patent and Trademark Office or other governmental authorities and administrative bodies in the United States and abroad may be necessary in the future to enforce our intellectual property rights and to determine the validity and scope of the proprietary rights of others. Our efforts to enforce or protect our proprietary rights may be ineffective and could result in substantial costs and diversion of resources, which could harm our business and results of operations.

~~Operating~~Failure ~~revenues~~to ~~were~~protect ~~$125.0~~our ~~million~~proprietary ~~for~~information ~~the year ended December 31, 2002, which represents a $40.8 million,~~ or ~~48.5%~~intellectual ~~increase,~~property ~~compared~~rights tocould ~~$84.2~~have ~~million for the year ended December 31, 2001. Growth in operating revenues was~~ a ~~result~~material ofadverse ~~two~~effect ~~key~~on ~~factors: the acquisition of NAIT in April 2002 which increased~~ our ~~underwriting volume, as well as organic growth in this~~ business~~. Reflecting the successful integration of the NAIT acquisition~~, ~~the number of NAIT members who purchase insurance~~ ~~from~~financial ~~Transguard~~condition orand ~~buy~~results ~~our~~of ~~other driver service offerings increased 23~~operations.2% in the eight months ended December 31, 2002. In addition to the growth in our client base, operating revenues have increased due to the insurance environment since September 11, 2001, which has generally resulted in certain year-over-year premium increases since that time.

~~Gross margin~~We ~~was~~rely ~~$41.4~~primarily ~~million~~on ~~for~~a ~~the~~combination ~~year~~of ~~ended~~confidentiality ~~December~~procedures ~~31,~~and ~~2002~~patent, copyright ~~which~~and ~~represents~~trademark alaws ~~$18.7~~to ~~million~~protect orour ~~82.4%~~proprietary ~~increase,~~information ~~compared~~and tointellectual ~~$22~~property.7 ~~million~~We ~~for~~generally ~~the~~seek ~~year~~to ~~ended~~protect ~~December~~our ~~31,~~unpatented ~~2001. Gross~~proprietary ~~margin~~information asand aintellectual ~~percentage~~property, oftrade ~~operating~~secrets, ~~revenues~~processes ~~was~~and ~~33.1%~~know-how ~~for~~by ~~the~~confidentiality and ~~year~~non-disclosure ~~ended~~with ~~December~~our ~~31,~~employees ~~2002,~~and ~~which~~third ~~represents a 6~~parties.1 ~~percentage point increase~~However, ~~compared~~these toagreements ~~27.0%~~may ~~for~~provide ~~the~~inadequate ~~year~~protection. ~~ended December 31~~Moreover, ~~2001.~~ ~~This~~those ~~improvement~~agreements ~~was~~may ~~primarily~~be ~~driven~~breached byand ~~the~~we ~~NAIT~~may ~~acquisition~~not ~~and~~have ~~subsequent~~adequate ~~organic~~remedies ~~growth~~for inany ~~our~~such ~~independent~~breach. ~~contractor~~In ~~insurance portfolio~~addition, ~~which~~our ~~has higher gross margin characteristics than~~trade ~~our~~secrets ~~agent~~may ~~and~~be ~~small~~disclosed ~~fleet businesses. We were also able~~ to ~~realign~~or ~~the~~otherwise ~~structure~~become ~~used~~known toor ~~underwrite~~be ~~the~~independently ~~independent~~developed ~~contractor~~by ~~insurance~~competitors ~~program,~~or ~~further improving overall gross margin~~others. ~~The~~Despite ~~improved gross~~our ~~margin~~efforts asto aprotect ~~percentage~~our ofproprietary ~~operating~~information ~~revenues~~and ~~also~~intellectual ~~reflects favorable development in actuarially determined insurable claim reserves~~property, ~~and~~unauthorized ~~therefore~~parties amay ~~reduction~~attempt to ~~our~~copy ~~overall~~aspects ~~claims expenses.~~of ~~These~~the ~~gains~~software ~~were~~or ~~partly~~other ~~offset~~technology bythat ~~higher~~we ~~costs~~have ~~for re-insuring a portion of our insurance portfolio.~~

~~Income from operations was $26.5 million for the year ended December~~ 31, 2002, which represents an $8.0 million, or 43.2% increase, compared to $18.5 million for the year ended December 31, 2001. The increase was due to our acquisitions, higher independent contractor insurance operating revenues, growth in our customer base and associated gross margin improvements.

Table Transportationof Solutions Contents

~~Operating~~ developed ~~revenues~~or ~~were~~obtain ~~$108.2~~and ~~million~~use ~~for~~our ~~the~~proprietary ~~year~~information. ~~ended~~In ~~December 31~~addition, ~~2002,~~the ~~which~~laws ~~represents~~of asome ~~$17.7~~countries ~~million,~~do ornot ~~14.1%~~protect ~~decrease,~~our ~~compared~~proprietary toinformation ~~$125.9~~or ~~million~~intellectual ~~for the~~property ~~year~~to ~~ended~~as ~~December~~great ~~31,~~an ~~2001.~~extent ~~Operating~~as ~~revenues~~the laws ~~less~~of ~~PTE was $80.3 million for~~ the ~~year~~United ~~ended December 31~~States, ~~2002,~~and ~~which~~many ~~represents~~countries ado ~~$21.4~~not ~~million,~~enforce orthese ~~21.0%~~laws ~~decrease,~~as ~~compared~~diligently toas ~~$101.7~~government ~~million for~~agencies ~~the~~and ~~year~~private ~~ended~~parties ~~December~~in ~~31,~~the ~~2001~~United States.

~~Operating~~With respect to some of our proprietary technologies, such as our LumpSum Xpress Marketplace, we have filed patent applications to protect our ~~revenues~~intellectual ~~and~~property ~~operating~~rights ~~revenues~~in ~~less~~these ~~PTE~~technologies. ~~for~~There ~~the~~can ~~year~~be ~~ended~~no ~~December~~assurance 31that our patent applications will be approved, ~~2002~~that ~~decreased~~any aspatents ~~result~~issued ofwill adequately protect our ~~withdrawal~~intellectual ~~from~~property ~~the~~rights ~~parts~~or ~~center~~that ~~business~~such ~~which~~patents ~~contributed~~will ~~$14.5~~not be challenged ~~million~~by inthird ~~operating~~parties ~~revenues~~or ~~for~~found ~~the~~by ~~year~~a ~~ended~~judicial ~~December~~authority ~~31,~~to ~~2001~~be invalid or unenforceable. ~~Operating~~Additionally, ~~revenues~~we ~~were~~outsource ~~also~~some ~~lower~~of asour aintellectual ~~result~~property ofdevelopment ~~reduced~~to ~~activity~~third ~~levels~~parties, inand ~~freight~~we ~~forwarding~~cannot ~~due~~be toassured that the ~~general~~patent ~~economic~~applications of such third parties ~~slowdown.~~will ~~These~~be ~~items~~approved, ~~were~~that ~~partially~~any ~~offset~~patents issued will protect their intellectual property rights or that any such patents will not be challenged by ~~new~~third ~~volume~~parties ~~due~~or found by a judicial authority to ~~the~~be ~~addition~~invalid ofor ~~new~~unenforceable. ~~customers~~If ~~and~~we ~~increased~~are ~~program~~unable ~~volume~~to ~~with~~protect our ~~existing~~proprietary ~~customers~~information or intellectual property, it could have a material adverse effect on our business, financial condition and results of operations.

~~Offsetting the~~We ~~aggregate~~may ~~decrease~~be insubject gross margin associated with the decline in operating revenue, gross margin as a percentage of operating revenues was 33.5% for the year ended December 31, 2002, which represents a 2.4 percentage point increase compared to ~~31.1%~~liability ~~for~~and ~~the~~other ~~year~~risks ~~ended~~if ~~December~~we ~~31,~~infringe ~~2001.~~upon ~~The positive change in~~ the ~~gross~~trademarks ~~margin~~or asother aintellectual ~~percentage~~property ofrights ~~operating revenues resulted primarily from our strategic withdrawal from the parts center business in the latter part~~ of ~~2001~~third parties.

48We may be subject to costly litigation in the event that we infringe upon or otherwise violate, unintentionally or otherwise, a third party’s proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed upon by our services or technology. Any of these third parties could raise a claim of infringement against us with respect to our services or technology. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. To the extent that our employees use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions. Any claim from third parties may result in a limitation on our ability to use the intellectual property that is subject to these claims. Even if we believe that intellectual property related claims are without merit, defending against such claims is time consuming and expensive and could result in the diversion of the time and attention of our management and employees. Claims of intellectual property infringement also might require us to redesign affected services, enter into costly settlement or license agreements, pay costly damage awards or face a temporary or permanent injunction prohibiting us from marketing or selling certain of our services. Even if we are party to an agreement for indemnification against such costs, the indemnifying party, if any in such circumstances, may be unable to uphold its contractual obligations. In the event of such claims, if we cannot or do not license the infringed intellectual property on reasonable terms or substitute similar intellectual property from another source, it could have a material adverse effect on our business, financial condition and results of operations.

~~Income from~~Risks ~~operations~~Related ~~was $3.3 million for the year ended December 31, 2002, which represents a $9.6 million increase, compared~~ to ~~a loss of $6.3 million for the year ended December 31, 2001. Income from operations for the year ended December 31, 2001 includes severance and redundant facility expenses associated with~~ our ~~withdrawal~~Mobility ~~from~~Agent/Franchise ~~the~~Network parts center business. Further, we ceased amortization of goodwill in the year ended December 31, 2002. We also rationalized our underlying cost base, resulting in lower general and administrative expenses.

~~Year~~If ~~Ended~~we ~~December~~are 31unable to recruit and retain a sufficient number of agents, ~~2001~~representatives ~~Compared~~or owner-operators to ~~Year~~sustain ~~Ended~~the ~~December~~operations 31in our Mobility Networks segment, ~~2000~~ it could have a material adverse effect on our business, financial condition and results of operations.

~~Operating~~Our ~~Revenues: On~~Mobility aNetworks ~~consolidated~~segment ~~basis,~~relies ~~operating~~on ~~revenues~~our ~~were~~agent ~~$2,249.3~~network ~~million~~and ~~for~~their ~~the year ended December 31~~employees, ~~2001, which~~representatives ~~represents~~and aowner-operators ~~$129.4~~to ~~million,~~market orour ~~5.4% decrease,~~services ~~compared~~ and to ~~$2,378.7 million~~act ~~for~~as ~~the~~intermediaries ~~year~~with ~~ended December 31~~customers, ~~2000.~~and ~~PTE was $1,438.8 million for the year ended December 31, 2001 compared~~ to ~~$1,559.8 million~~provide ~~for~~a ~~the~~significant ~~year~~portion ~~ended~~of ~~December~~our 31packing, ~~2000.~~warehousing ~~Operating~~and ~~revenues~~hauling ~~less PTE was $810~~services.~~5 million~~ ~~for~~Owner-operators ~~the~~are ~~year~~independent ~~ended~~contractors ~~December 31,~~who ~~2001, which~~generally ~~represents~~own atheir ~~$8.4~~tractors ~~million,~~and orprovide ~~1.0%~~hauling ~~decrease,~~and ~~compared~~other ~~to $818~~services.9 ~~million~~We and ~~for~~our ~~the~~agents ~~year~~have ~~ended~~had ~~December~~some ~~31,~~difficulty ~~2000.~~obtaining ~~During~~or ~~the~~retaining ~~year~~qualified ~~ended~~owner-operators ~~December~~due ~~31, 2001, we believe we continued~~ to ~~experience~~overall ~~the effects~~transportation ofindustry aconditions ~~general~~such ~~economic~~as ~~slowdown,~~an ~~particularly~~aging ~~following~~workforce ~~the~~and ~~events~~an absence of ~~September~~younger ~~11,~~drivers ~~2001.~~to ~~Despite~~replace ~~these conditions, the decrease in~~ our ~~operating~~out-going ~~revenues was limited to 5~~drivers.4% —Fluctuations ~~with~~in ~~our~~the ~~Relocation~~economy ~~Solutions — North America moving~~ and ~~specialized~~fuel ~~transportation~~prices, ~~operations~~as ~~the~~well ~~most~~as ~~impacted, with~~ a ~~decrease~~lifestyle inthat ~~operating~~requires ~~revenues~~drivers ofto ~~$139.7~~often ~~million~~be oraway ~~7.8%.~~from ~~Household goods~~home ~~shipments~~from ~~fell~~four ~~14.0%~~to ~~and~~eight ~~specialized~~weeks ~~transportation~~at ~~shipments~~a ~~fell~~time, ~~over~~create 5%challenges infor ~~the~~new ~~year~~entrants ~~ended~~to ~~December 31,~~that ~~2001~~business. ~~This~~Further, ~~was~~competition ~~offset~~for bylong ~~gains~~haul inowner-operators ~~Relocation Solutions — Europe &~~is ~~Asia~~strong ~~Pacific,~~among ~~and~~competing inmoving ~~our Network Services operations~~companies. Our ~~Transportation~~agent ~~Solutions~~network ~~business~~must ~~operating~~pay ~~revenues~~higher ~~decreased~~wages ~~$12.4 million~~ or ~~9.0%,~~offer ~~predominantly, we believe, as~~ a ~~result~~better oflifestyle ~~the general economic conditions, and the loss of a major customer in our parts center business.~~

~~Gross~~32 margin: Gross margin was $384.1 million for the year ended December 31, 2001, which represents a $1.0 million, or 0.3% decline, compared to $385.1 million for the year ended December 31, 2000, a result of lower operating revenue. Gross margin as a percentage of operating revenue was 17.1% for the year ended December 31, 2001, which represents a 0.9 percentage point increase, compared to 16.2% for the year ended December 31, 2000. This improvement is principally due to changes in the mix of our operations in 2001. Despite experiencing a reduction in operating revenues, our Relocation Solutions — North America business saw an improved gross margin, as did our Transportation Solutions business. Conversely both Relocation Solutions — Europe & Asia Pacific and Network Services saw some minor deterioration in gross margin despite increases in operating revenues principally as a result of mix changes.

GeneralTable and administrative expenses: G&A expenses were $315.8 million for the year ended December 31, 2001, which represents a $4.1 million, or 1.3% decrease, compared to $319.9 million for the year ended December 31, 2000. This decrease of 1.3% in G&A expenses compares to a decline of 5.4% in our operating revenues and a decline of 1.0% in our operating revenues less PTE. Our G&A expenses as a percentage of operating revenues for the year ended December 31, 2001 was 14.0%, which represents an increase of 0.6 percentage points as compared to 13.4% for the year ended December 31, 2000. Our consolidated headcount was 7,795 as of December 31, 2001, which represents a 327 person or 4.4% increase compared to December 31, 2000. Operating revenues per employee at December 31, 2001 was $280,900, which represents a $46,800 or 14.3% decrease compared to December 31, 2000. Contents

~~Restructuring~~ to ~~and~~attract ~~other~~owner-operators ~~unusual~~that ~~items. We~~satisfy ~~incurred~~our $4standards.9 ~~million~~If ofour ~~restructuring~~agents ~~expense~~are ~~for~~unable ~~the~~to ~~year~~recruit ~~ended~~and ~~December~~retain ~~31, 2001,~~a ofsufficient ~~which~~number ~~$4.3~~of ~~million~~owner-operators, ~~relates~~it tocould impact the ~~exiting~~ability of ~~the~~our ~~Transportation~~agents ~~Solutions~~to ~~parts~~provide adequate ~~center business~~ and ~~headcount~~timely ~~reductions~~moving ~~and~~services ~~$0.6~~to ~~million~~our ~~relates~~customers, towhich ~~the~~could ~~restructuring~~have ofa ~~our~~material ~~branch~~adverse ~~system~~effect ~~in the~~on ~~U.K.~~our business, ~~which~~financial iscondition ~~essentially~~and ~~unchanged~~results ~~compared~~of ~~to $4~~operations.~~9 million~~ ~~for the year~~

49Our agents are independent businesses that provide moving and storage services to our and their own customers, and in 2013 the top 20 of our 419 agents in the United States and Canada accounted for approximately 39% of our mobility networks initiations in 2013. In 2013, we entered into multi-year agreements with the majority of our agent/franchise network that expire in January 2018; however, if after January 2018, an agent were to terminate its relationship with us, we might not be able to recruit a replacement agent to service the same geographic region with similar capacity and quality. Generally, there are few additional new entrants into this business, and thus recruiting new agents often requires a conversion of an agent from a competing van line, which can be time-consuming, costly and difficult. Competing companies may also recruit our agents. Failure to recruit and retain our agents could have a material adverse on our business, financial condition and results of operations.

~~ended~~Actions taken by ~~December~~our ~~31,~~agents ~~2000~~may ofharm ~~which~~our ~~$2.7~~brands ~~million~~or ~~relates~~reputation, toor ~~the~~result ~~branch~~in ~~system~~legal ~~and~~actions ~~$2.2~~against ~~million~~us, ~~relates~~which tocould ~~restructuring~~have ~~charges~~a ~~due~~material toadverse ~~headcount~~effect ~~reductions~~on ~~associated~~our ~~with~~business, ~~the~~financial ~~reduction~~condition ofand ~~our~~results ~~existing cost~~of ~~structure~~operations.

~~Income~~We ~~from~~believe ~~operations: Income~~that ~~from~~our ~~operations~~strong ~~was~~brand ~~$52~~names, including Allied, northAmerican and SIRVA, are among our most valuable assets.5 ~~million~~Our ~~for~~proprietary ~~the~~network of ~~year~~agents ~~ended~~in ~~December~~North ~~31,~~America ~~2001~~operate their businesses using our brand names and, ~~which~~in ~~represents~~the ~~a $3.1~~case ~~million~~of most intrastate moves, without our involvement or 6approval.3% ~~increase~~Our agents are independent third parties with their own financial objectives, ~~compared~~and toactions ~~$49.4~~taken by ~~million~~them ~~for~~or ~~the~~negative ~~year~~publicity ~~ended~~associated ~~December~~with 31them, ~~2000.~~including ~~The~~their ~~impact~~failure ofto ~~lower~~comply ~~operating~~with ~~revenue~~local laws and ~~shipment~~regulation ~~volumes~~and ~~were~~with ~~more~~their ~~than~~contracts ~~offset~~with byus, ancould ~~improvement~~harm ofour brands or reputation, or result in legal actions against us. In many such cases, 0these actions are beyond our control.9% Our brand value could diminish significantly if any such incidents or other matters erode customer confidence in ~~gross~~us, ~~margin~~which ascould have a ~~percentage~~material ofadverse ~~operating~~effect ~~revenues~~on ~~and~~our ~~reduced~~business, ~~G&A~~financial ~~expenses~~condition and results of operations.

~~Interest: Interest~~Our ~~expense~~agents’ ~~was~~owner-operators ~~$69.2~~are ~~million~~currently ~~for~~not ~~the~~considered ~~year~~to ~~ended~~be ~~December~~their ~~31,~~employees ~~2001,~~by ~~which~~taxing ~~represents~~and aother $4regulatory authorities.2 ~~million~~Should these authorities change their position and consider our agents’ owner-operators to be their employees, ortheir ~~5.7% decrease~~costs could increase significantly and cause them to renegotiate their arrangements with us, ~~compared~~we may not be able to reach ~~$73.4~~a ~~million~~new ~~for~~agreement ~~the~~on ~~year~~acceptable ~~ended~~terms ~~December~~or 31at all, ~~2000.~~and ~~This~~we ~~decrease~~may ~~was~~not ~~due~~be ~~primarily~~able to ~~lower~~pass ~~interest~~on ~~rates.~~any ~~The~~related ~~decrease~~cost inincreases ~~interest~~to ~~expense~~our ~~was~~customers, ~~partially~~which ~~offset~~could byhave ~~$3.3~~a ~~million of~~material ~~interest~~adverse ~~paid~~effect ~~upon~~on ~~the~~our ~~completion~~business, offinancial ~~the~~condition ~~Allied~~ and ~~Pickfords~~results ~~acquisition~~of ~~process~~operations.

~~Income~~From ~~Taxes: The~~time-to-time, ~~income~~certain ~~tax~~parties, ~~benefit~~including ~~was~~the $0U.1S. ~~million~~Internal ~~for~~Revenue Service (the ~~year~~“IRS”), ~~ended~~state ~~December~~tax 31authorities, labor ~~2001~~relations boards and the owner-operators themselves, ~~based~~have onsought ato ~~pre~~assert that owner-~~tax~~operators ~~loss~~in ofthe ~~$16~~trucking industry are employees rather than independent contractors.7 The agents within our agent/franchise network consider all of their ~~million~~owner-operators to be independent contractors. ~~For~~Tax ~~the~~authorities ~~year~~may ~~ended~~successfully ~~December~~challenge ~~31,~~this ~~2000~~position or federal and state tax or other applicable laws may change. If owner-operators were deemed to be employees, ~~the~~our ~~income~~agents’ costs related to tax, ~~benefit~~unemployment ~~was~~compensation, $1benefits and workers’ compensation could increase significantly.8 ~~million~~Any ~~based~~significant increase in our agents’ costs could cause them to seek to restructure their current arrangements with us or increase the rates that they charge us which we may not be able to pass on to our customers, any of which could have a ~~pre-tax~~material ~~loss~~adverse effect on our business, financial condition and results of ~~$23~~operations.7 ~~million.~~

~~Net~~If ~~loss: Net~~we ~~loss~~have ~~was~~any ~~$16.9~~conflicts ~~million,~~with orour ~~$1.52~~agents ~~per~~or ~~share~~they ~~for~~become ~~the~~dissatisfied ~~year~~with ~~ended~~their ~~December~~relationship ~~31,~~with ~~2001,~~us ~~which~~and ~~represents~~make aclaims ~~$5.0 million~~against us or ~~$0.51 per share decrease, compared~~ seek to aterminate ~~net~~their ~~loss~~relationship ofwith ~~$21.9 million or $2.03 per share for the year ended December 31~~us, ~~2000.~~it ~~This~~could ~~improvement~~have ~~reflects~~a ~~the~~material ~~gains~~adverse ineffect ~~operating~~on ~~income combined with the reduction in~~ our ~~interest~~business, ~~expense~~financial ~~over~~condition ~~the~~and ~~prior~~results ~~year~~of operations.

50We may not be able to maintain satisfactory relationships with our agents, and the nature of such relationships could give rise to conflict. For example, agents may become dissatisfied with the amount of

33 ~~Segment Analysis~~

TheTable following table sets forth information with respect to our segments, which provides a more complete understanding of the key drivers of our operating performance: Contents

		Relocation Solutions
Year Ended December 31, 2001		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	1,652.1		$	387.1		$	84.2		$	125.9		$	—		$	2,249.3
Operating expenses:
	Purchased transportation expense		1,308.9			105.6			—			24.2			—			1,438.7
	Other direct expenses		161.7			140.7			61.5			62.6			—			426.5
Gross margin		$	181.5		$	140.8		$	22.7		$	39.1		$	—		$	384.1
Gross margin as a percentage of operating revenues			11.0	%		36.4	%		27.0	%		31.1	%		—			17.1	%
Income from operations		$	15.1		$	26.0		$	18.5		$	(6.3	)	$	(0.8	)	$	52.5

contractual fees and dues that we charge under agent and other applicable agreements, particularly in the event that we decide to further increase our fees. In addition, they may disagree with certain of our network-wide policies and procedures, including policies regarding safety, dictating brand standards and affecting their marketing efforts, or they may be disappointed with any national marketing campaigns that we designed to develop our brands. If we experience any conflicts with our agents on a large scale, our agents may challenge our actions, rules or policies in arbitration or litigation, which could also result in litigation, and could have a material adverse effect on our business, financial condition and results of operations.

		Relocation Solutions
Year Ended December 31, 2000		North America			Europe & Asia Pacific			Network Services			Transportation Solutions			Corporate			Total SIRVA
		(Dollars in millions)
Operating revenues		$	1,791.8		$	372.8		$	75.8		$	138.3		$	—		$	2,378.7
Operating expenses:
	Purchased transportation expense		1,431.1			92.0			—			36.7			—			1,559.8
	Other direct expenses		174.9			142.3			54.2			62.3			—			433.7
Gross margin		$	185.8		$	138.5		$	21.6		$	39.3		$	—		$	385.2
Gross margin as a percentage of operating revenues			10.4	%		37.2	%		28.5	%		28.4	%		—			16.2	%
Income from operations		$	8.1		$	23.7		$	17.4		$	0.3		$	(0.1	)	$	49.4
Key Performance Indicators, 2001 vs. 2000:
Percentage change in operating revenues			(7.8	)%		3.8	%		11.1	%		(9.0	)%		—			5.4	%
Percentage point change in gross margin as a percentage of operating revenues			0.6			(0.8	)		(1.5	)		2.7			—			0.9

Risks Related to Government Regulation

Several ~~Relocation~~of ~~Solutions~~our —business ~~North~~activities ~~America~~ are highly regulated and any failure to comply with such regulations or any changes in such regulations could have a material adverse effect on our business, financial condition and results of operations.

~~Operating~~Several ~~revenues~~of ~~were~~our and ~~$1,652.1~~our ~~million~~agent/franchise ~~for~~network’s ~~the~~business ~~year~~activities ~~ended~~are ~~December~~highly ~~31,~~regulated ~~2001~~by federal, ~~which~~state ~~represents~~and aforeign ~~$139.7 million~~authorities, orincluding ~~7.8%~~our ~~decrease~~moving services, ~~compared~~our tomortgage $1origination services,~~791.8~~ ~~million~~our real estate brokerage services and title insurance ~~for~~commitments ~~the~~offered ~~year~~through ~~ended~~our ~~December~~title ~~31,~~agency ~~2000.~~offered ~~Operating~~in ~~revenues~~connection ~~less~~with ~~PTE~~our ~~was~~home ~~$343~~sale services.2 ~~million~~We ~~for~~could also be affected by changes in state transfer tax laws and regulations and changes to federal tax rulings could impact the ~~year~~cost ~~ended~~and ~~December~~viability ~~31,~~of home ~~2001,~~sale ~~which~~program ~~represents~~benefits athat ~~$17.5~~we ~~million,~~manage orfor 4our customers.9% ~~decrease~~Additionally, ~~compared~~rules toand ~~$360.7 million~~regulations ~~for~~affecting ~~the~~driver ~~year~~qualification, ~~ended~~drivers’ ~~December~~logs 31and documentation, ~~2000~~hours of service and equipment inspection and operation may materially and adversely affect our business operations.

~~The decline~~We inare ~~operating~~also ~~revenues~~subject ~~and operating revenues less PTE relates~~ to ~~lower~~various ~~domestic~~other rules and ~~international~~regulations ~~home~~such ~~moves~~ as: well as fewer specialized transportation shipments resulting from the continuing effects of the general economic slowdown, particularly following the events of September 11, 2001, and the downturn in the technology and telecommunication sectors. Household goods shipments decreased by 14.0% for the year ended December 31, 2001 compared to the year ended December 31, 2000.

~~Gross margin~~• ~~for~~ the ~~year~~Gramm-Leach ~~ended~~Bliley ~~December 31~~Act, ~~2001 was $181.5 million,~~ which ~~represents~~governs ~~a $4.3 million or 2.3% decline compared to $185.8 million for~~ the ~~year~~disclosure ~~ended~~and ~~December~~safeguarding ~~31,~~of ~~2000. This~~consumer ~~decline~~financial information;

51• the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);

~~was the~~• ~~result of lower operating revenue, partially offset by an improvement in gross margin as a percentage of operating revenues. Gross margin as a percentage of operating revenues was 11.0% for~~ the ~~year~~Dodd-Frank ~~ended~~Wall ~~December~~Street ~~31,~~Reform ~~2001, which represents a 0.6 percentage point increase, compared to 10.4% for the year ended December 31, 2000, driven in part by a reduction in our agent related moving expenses,~~ and ~~the~~Consumer ~~mix~~Protection ofAct ~~our business during~~ (the ~~year~~“Dodd-Frank ~~ended December 31, 2001.~~ Act”);

~~Income from~~• ~~operations~~various ~~was $15.1 million for the year ended December 31~~state, ~~2001,~~federal ~~which~~and ~~represents~~international aprivacy $7.0 million, or 86.4% increase, compared to $8.1 million for the year ended December 31, 2000. Due to the slow economy, headcount was reduced, which contributed to lower G&A expenses. This, combined with the improved gross margin as a percentage of operating revenues, contributed to the increase. laws;

• ~~Relocation~~various ~~Solutions~~transportation —rules ~~Europe~~and &regulations ~~Asia~~enforced ~~Pacific~~ by the U.S. Department of Transportation (the “DOT”), the Federal Motor Carrier Safety Administration (the “FMCSA”), the Department of Homeland Security and Customs and Border Protection;

~~Operating~~• ~~revenues~~laws ~~were~~that ~~$387.1~~impact ~~million~~mortgage ~~for~~origination ~~the~~services ~~year~~such ~~ended~~as ~~December~~the ~~31,~~Real ~~2001,~~Estate ~~which~~Settlement ~~represents~~Procedures ~~a $14.3 million~~Act, orTruth ~~3.8%~~in ~~increase~~Lending Act, ~~compared~~Fair toHousing ~~$372.8 million for the year ended December 31~~Act, ~~2000.~~Equal ~~Operating~~Credit ~~revenues~~and ~~less~~Opportunity ~~PTE was $281.5 million for the year ended December 31~~Act, ~~2001,~~Fair ~~which represents~~Credit aReporting ~~$0.7 million~~Act, orHome ~~0.2%~~Mortgage ~~increase,~~Disclosure ~~compared~~Act toand ~~$280.8~~similar ~~million~~state ~~for~~laws ~~the~~and ~~year ended December 31, 2000.~~ regulations;

~~The increase~~• ~~in operating revenues and operating revenues less PTE was driven by underlying growth in our U.K. records management business as well as our domestic and international moving businesses in~~ the ~~U.K.~~USA ~~and~~PATRIOT Australia. These increases were partially offset by an unfavorable currency impact of $19.8 million. For the year ended December 31, 2001, the average value of the Pound Sterling, the Australian dollar and the Euro were weaker as compared to the year ended December 31, 2000 by approximately 5%, 11% and 3%, respectively, when translated into the relatively stronger U.S. Dollar. ACT;

~~Gross margin~~• ~~was~~anti-corruption ~~$140.8 million for the year ended December 31~~laws, ~~2001,~~including ~~an increase of $2.3 million or 1.7% as compared to $138.5 million for~~ the ~~year~~FCPA ~~ended~~and ~~December 31, 2000. Gross margin as a percentage of operating revenues was 36.4% for~~ the year ended December 31, 2001, which represents a 0.8 percentage point decrease, compared to 37.2% for the year ended December 31, 2000. This decrease reflects a change in the mix of our service offering during the year ended December 31, 2001. UKBA;

~~Income from~~• ~~operations~~restrictions ~~was~~on ~~$26.0~~transactions ~~million~~with ~~for~~persons ~~the~~on ~~year ended December 31, 2001, which represents a $2.3 million, or 9.7% increase, compared to $23.7 million for~~ the ~~year~~Specially ~~ended~~Designated ~~December 31,~~Nationals ~~2000, mirroring the gains in gross margin. This, combined with an improvement in Australia~~ and ~~New~~Blocked ~~Zealand,~~Persons ~~was~~list ~~partially~~promulgated ~~offset~~ by lower margins in the residential moving business in the U.K. The 2001 favorable variance in income from operations was partially offset by an unfavorable currency impact of $1.2 million and lower gains relating to outstanding foreign currency exchange contracts compared to the year ended December 31, 2000. OFAC;

• ~~Network~~the ~~Services~~ Affiliated Marketing Rule, which prohibits or restricts the sharing of certain consumer credit information among affiliated companies without notice and/or consent of the consumer;

~~Operating~~• ~~revenues~~laws were $84.2 million for the year ended December 31, 2001, which represents an $8.4 million, or 11.1% increase, compared to $75.8 million for the year ended December 31, 2000. This increase was primarily driven by expanding the number of our agents and ~~independent~~regulations ~~contractors~~in ~~covered~~jurisdictions byoutside ~~our programs since~~ the ~~merger~~United ofStates ~~Allied~~in ~~and~~which ~~northAmerican.~~we do business;

~~Gross margin~~• ~~was~~state ~~$22.7~~and ~~million~~federal ~~for~~employment ~~the~~laws ~~year~~and ~~ended December 31~~regulations, ~~2001,~~including ~~which~~any ~~represents~~changes athat ~~$1.1~~would ~~million,~~require orclassification ~~5.1% increase, compared to $21.6 million for the year ended December 31, 2000. Gross margin as a percentage~~ of ~~operating~~independent ~~revenues~~contractors ~~was 27.0% for the year ended December 31, 2001, which represents a 1.5 percentage point decrease, compared~~ to ~~28.5%~~employee ~~for the year ended December 31~~status, ~~2000.~~ ~~The~~and ~~decrease~~wage isand ~~due~~hour ~~in part to increased loss reserve accruals in certain of our lines of insurance.~~ regulations;

~~Income from~~• ~~operations~~Federal ~~was~~Trade ~~$18.5~~Commission ~~million~~regulations ~~for~~restricting ~~the~~unsolicited ~~year~~telephone ~~ended~~calls ~~December~~to ~~31,~~residential ~~2001,~~and ~~which~~wireless ~~represents~~telephone asubscribers ~~$1.1~~by ~~million,~~means orof ~~6.3%~~automatic ~~increase,~~telephone ~~compared~~dialing systems that would require us to ~~$17.4~~maintain ~~million~~a ~~for~~“do ~~the~~not ~~year~~call ~~ended~~list” ~~December 31,~~and ~~2000.~~to ~~Our~~train our personnel to comply with such regulations;

5234

increases inTable operatingof revenues and gross margin in absolute terms carried through to income from operations for the year ended December 31, 2001. Contents

• ~~Transportation~~increases ~~Solutions~~ in state, local or federal taxes that could diminish profitability or liquidity; and

~~Operating~~• ~~revenues~~consumer ~~were~~fraud ~~$125~~statutes.9 million for the year ended December 31, 2001, which represents a $12.4 million, or 9.0% decrease, compared to $138.3 million for the year ended December 31, 2000. Operating revenues less PTE were $101.7 million for the year ended December 31, 2001, which was essentially equal to $101.6 million for the year ended December 31, 2000.

~~Movements in~~Additionally, ~~operating~~our ~~revenues~~home ~~and~~sales ~~operating~~assistance ~~revenues~~programs ~~less~~are ~~PTE~~structured around ~~were~~the ~~primarily~~IRS’s asinterpretation aof ~~result~~the definition of ~~reduced~~income ~~operating~~under ~~revenues~~IRS ~~from~~Code ~~the~~Section 61 ~~parts~~and ~~center~~application ~~business~~of ~~due~~that section to the ~~loss~~treatment of aexpenses ~~major customer.~~incurred ~~This~~in ~~reduction~~relocation ~~was~~home ~~partially~~sale ~~offset~~programs byas ~~new~~expressed ~~volume~~in ~~due~~several IRS Revenue Rulings. A revision to ~~the~~any ~~addition~~such rulings or an IRS policy change that results in a different interpretation of ~~new~~such ~~solutions~~rulings ~~customers~~could ~~and~~have ~~increased~~a ~~program~~material ~~volume~~adverse ~~with~~effect ~~existing~~on ~~solutions~~our ~~customers~~business, financial condition and results of operations.

~~Gross margin~~These ~~was~~laws ~~$39.1~~and ~~million~~regulations ~~for~~are ~~the~~complex ~~year~~and ~~ended~~compliance ~~December~~with ~~31,~~such ~~2001,~~laws aand ~~decrease~~regulations ofis ~~$0.2 million~~time-consuming orand 0costly.5% asAny ~~compared~~changes to ~~$39.3~~these ~~million~~laws or ~~for~~regulations ~~the~~or ~~year~~any ~~ended~~new ~~December~~laws ~~31,~~or ~~2000.~~regulations ~~Gross margin~~may asmake ait ~~percentage~~more ofdifficult ~~operating~~for ~~revenues~~us ~~was~~to ~~31.1%~~operate ~~for~~our ~~the~~business ~~year~~and ~~ended~~increase ~~December~~our ~~31,~~operating ~~2001~~or compliance costs, which ~~represents~~could have a ~~2.7~~material ~~percentage~~adverse ~~point~~effect ~~increase~~on our business, ~~compared~~financial tocondition 28and results of operations.4% ~~for~~If we fail to comply with any of the ~~year~~foregoing ~~ended~~laws ~~December~~and 31regulations, ~~2000~~we may be subject to fines, ~~following~~ penalties, injunctions and/ or potential criminal violations, which could have a ~~mix~~material ~~shift~~adverse ~~from~~effect ~~parts~~on ~~center~~our ~~programs~~business, tofinancial condition ~~new~~and ~~inventory~~results ~~management~~of ~~programs~~operations.

~~Loss from~~There ~~operations~~is ~~was~~also ~~$6.3~~a ~~million~~risk ~~for~~that ~~the~~a ~~year~~change ~~ended~~in ~~December~~current ~~31,~~laws ~~2001,~~or ~~which~~regulations ~~represents~~could aadversely $6affect the real estate market.6 ~~million~~For ~~decrease~~instance, ~~compared~~regulations toor ~~income~~changes ofto ~~$0.3~~monetary ~~million~~policy ~~for~~that ~~the~~could ~~year~~cause ~~ended~~higher ~~December~~mortgage ~~31, 2000.~~interest ~~This~~rates isor ~~primarily~~further ~~due~~limits toon ~~lower~~mortgage ~~margins~~tax indeductions ~~our~~could ~~parts~~negatively ~~centers~~impact ~~partially~~the ~~offset~~purchase byand ~~improved~~sale ~~margins~~of inresidential ~~programs~~homes. InFuture legislative ~~addition,~~or weregulatory ~~incurred~~changes ~~$3.3~~that ~~million~~make ofcompliance ~~additional~~more ~~restructuring~~difficult ~~expense year-over-year~~or ~~consisting~~expensive ofin ~~severance~~areas ~~and~~such ~~employee~~as ~~benefit~~mortgage ~~costs,~~lending ~~lease~~or ~~and~~transportation ~~asset~~of ~~impairment~~goods ~~costs~~or ~~related~~that tonegatively affect the ~~exiting~~real ofestate ~~the~~market ~~parts~~may ~~center~~have ~~business~~a ~~and~~material ~~incremental~~adverse ~~systems~~effect ~~expenses~~on ~~aimed~~our atbusiness, ~~enhancing~~financial ~~solutions~~condition ~~applications~~and results of operations.

~~Financial~~We ~~Condition~~ are required to maintain a number of certificates, permits, licenses and other approvals or authorizations in order to operate our business, and if we fail to maintain them it could have a material adverse effect on our business, financial condition and results of operations.

~~The~~We ~~information~~are ~~provided~~required ~~below~~to ~~about~~maintain ~~our~~a ~~cash~~wide ~~flows~~variety of certificates, ~~debt~~permits, ~~credit~~licenses ~~facilities~~and other approvals. For example, ~~capital~~we maintain licenses and permits ~~operating~~issued ~~lease~~by ~~obligations~~the FMCSA and ~~future~~the ~~commitments~~DOT (both required to transport household goods across state lines), as well as the Federal Maritime Commission (required to transport household goods by water between the United States and a foreign country) and banking regulators. We also hold various real estate broker licenses and mortgage lending licenses. Additionally, SIRVA Mortgage is ~~included~~required ~~here~~to hold a license to engage in mortgage origination activities in each state where it originates loans. Our ~~facilitate~~wholly-owned subsidiary DJK Residential LLC is required to hold a ~~review~~real ofestate license to engage in real estate brokerage activity in each state where it provides real estate brokerage or property management services. Our ability to receive referral fees (a significant revenue source is dependent on our ~~liquidity~~wholly-owned subsidiary SIRVA Relocation LLC (“SIRVA Relocation”) maintaining a real estate broker’s license as well. Our ability to receive title insurance commissions is dependent on maintaining our title insurance license. Our wholly owned subsidiary SIRVA Settlement, Inc. is required to maintain a license in each state where it issues title insurance commitments.

If ~~Cash~~we ~~flows~~are unable to maintain or renew our existing certificates, permits, licenses or other approvals, or if we are unable to obtain any new certificates, permits licenses or other approvals that may be required in the future, we or our agents may be prevented or temporarily suspended from ~~operating~~conducting ~~activities~~critical aspects of our business and we may be subject to fines and other penalties, which could have a material adverse effect on our business, financial condition and results of operations.

~~Net~~35 cash provided by operating activities was $30.4 million, $115.1 million and $67.2 million, for the years ended December 31, 2000, 2001 and 2002, respectively. For each of the years in the three-year period ended December 31, 2002, our operating cash flows have been favorably impacted by improvements in our net income which has increased from a loss of $21.9 million for the year ended December 31, 2000 to income of $20.8 million for the year ended December 31, 2002.

The impactTable of these gains in net income was augmented by management of accounts receivable. Our daily sales outstanding in accounts receivable, or DSO, which is a key performance indicator tracked by our Treasury department, can be summarized as follows: Contents

	Days Sales Outstanding in Accounts Receivable
	December 31,			June 30,
	2000	2001	2002	2002	2003
Trailing twelve months average	55	52	45	48	45
End of period	61	47	42	48	48

The creation of the Consumer Financial Protection Bureau (the “CFPB”) and its recently issued rules will likely increase our regulatory compliance burden and associated costs, which could have a material adverse effect on our business, financial condition and results of operations.

~~In May~~As ~~2002,~~a wemortgage ~~acquired CRS~~lender, ~~which~~we ~~added~~are asubject ~~new cash flow dimension~~ to ~~our~~examination ~~business.~~by Asthe ~~part~~CFPB, ofwhich ~~our~~regulates ~~relocation~~consumer ~~product~~financial ~~offering,~~products weand ~~provide~~services. ~~home~~In ~~equity~~July ~~advances~~2011, tothe CFPB ~~relocating~~obtained ~~corporate employees~~rulemaking and ~~sometimes~~enforcement ~~purchase~~authority ~~the~~pursuant ~~employees'~~to ~~homes~~the ~~under~~Dodd-Frank ~~buyout~~Act ~~programs.~~and Inbegan ~~the~~official Uoperations.K. ~~and for traditional~~

53The CFPB has broad rule-making authority, supervisory review and enforcement powers over mortgage participants, including originators, and can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, and civil money penalties. The CFPB has been active in investigations and enforcement actions, and issued large civil monetary penalties in 2012. We also have experienced an increase in the scope and breadth of state audits that we are regularly subject to in our mortgage origination business. The increase in such audits heightens our risk of additional regulation and increases the cost of compliance, together which could materially adversely affect our margins.

~~relocation~~The CFPB’s examination authority extends over all federal and state non-depository lending institutions, including mortgage lenders. The inCFPB has authority to inspect short-term lenders’ books and records and lending practices, including marketing, underwriting, loan application and processing and collections. If the CFPB adopts any rules or regulations that significantly restrict the conduct of our consumer loan business, any such rules or regulations could have a material adverse effect on our business, prospects, results of operations and financial condition or could make the continuance of all or part of our U.S., consumer ~~the~~loan ~~corporate~~business ~~customer~~impractical ~~guarantees~~or usunprofitable. ~~repayment~~Such ofexaminations, ~~these~~as ~~amounts~~well toas regulations that the ~~extent~~CFPB ~~proceeds~~might ~~from~~issue in the ~~home~~future, ~~sale~~could ~~are~~ultimately ~~insufficient~~increase our administrative burdens and have a material adverse effect our business, financial condition and results of operations.

~~These equity~~The ~~advances,~~CFPB’s ~~purchased~~recently ~~homes~~enacted rules will likely increase our administrative and ~~mortgages~~compliance ~~are~~costs. They ~~classified~~could asalso ~~current~~adversely ~~assets~~affect inthe ~~our~~availability ~~consolidated~~and ~~balance~~cost ~~sheets~~of residential mortgage credit. In addition, ~~and~~the ~~movements~~effective indates for these ~~assets~~new rules are ~~reflected~~aggressive in ~~our~~some ~~cash~~cases ~~flow from~~and ~~operations.~~it ~~The~~may ~~cash~~be ~~needed~~difficult tofor ~~finance~~us ~~these~~to ~~assets~~implement isthe ~~largely~~procedures ~~provided~~necessary byto comply ~~special-purpose~~with ~~facilities,~~these ~~movements~~new inrules ~~which~~by ~~are~~the ~~reflected~~dates inon ~~our~~which ~~cash~~they ~~flow~~are ~~from~~to ~~financing~~become ~~activities~~effective. InThe ~~light~~CFPB ofhas ~~the corporate~~indicated ~~guarantees~~that ~~and~~they ~~the~~plan ~~credit~~to ~~quality~~conduct ofat ~~our~~least ~~counterparties,~~one weaudit ~~believe~~of ~~the~~every ~~risk~~financial ~~associated~~institution ~~with~~in the ~~advances,~~United ~~purchased~~States ~~homes~~within ~~and~~the ~~mortgages~~next isfive ~~low~~years. ~~For~~These ~~internal~~increased ~~purposes~~costs of compliance, wethe ~~treat~~effect ~~the associated~~of ~~financing~~these asrules aon ~~current~~the ~~liability,~~mortgage ~~not~~industry asand ~~debt.~~any ~~This~~failure ~~current~~in ~~liability~~our ~~moves~~ability into ~~tandem~~comply with ~~the~~these ~~corresponding~~new ~~current~~rules ~~assets~~by their effective dates, ~~with~~could ~~minimal~~have ~~resulting~~a ~~net~~material adverse effect on ~~cash~~our ~~flow~~business, financial condition and results of operations.

~~For internal~~Actions ~~management~~by ~~purposes,~~the weCFPB ~~use~~could have a ~~measure~~significant ofimpact ~~"Free~~on ~~Cash~~us ~~Flow".~~by, ~~This~~for ~~measure~~example, ~~deducts~~requiring us to limit or change our ~~capital~~business practices, ~~expenditures~~limiting ~~and~~our ~~excludes~~ability ~~the~~to ~~impact~~pursue ofbusiness ~~movements~~opportunities, inrequiring ~~these~~us ~~relocation~~to invest valuable management time and ~~mortgage~~ ~~assets~~resources ~~from~~in ~~our~~compliance ~~cash~~efforts, ~~flow~~imposing ~~provided~~additional bycosts ~~(used~~on ~~for)~~us, ~~operating~~including ~~activities~~requiring us to process refunds in certain circumstances, aslimiting fees we ~~believe~~can ~~that~~charge ~~they~~for ~~are~~services, requiring us to meet more stringent capital requirements, impacting the value of our assets, delaying our ability to respond to marketplace changes, requiring us to alter our services in a manner ~~cash-neutral~~that ~~nature~~would make them less attractive to consumers and impair our ability to offer them profitably, or requiring us to make other changes that could harm our business.

~~Free Cash~~The ~~Flow~~CFPB isrecently ~~not~~issued a“ability-to-repay” ~~measure~~and ~~determined~~“qualified inmortgage” ~~accordance~~rules ~~with generally accepted accounting principles. We believe however~~ that ~~our~~may ~~definition~~have ~~of Free Cash Flow is~~ a ~~relevant~~negative ~~measure~~impact ~~as it~~on ~~represents the amount of cash available to us for the repayment of~~ our loan ~~indebtedness~~origination process, ~~for~~which ~~strategic~~could ~~acquisitions~~adversely toaffect ~~grow~~ our business, ~~or for other investing or financing activities. Free Cash Flow should not be considered as an alternative measure of cash flows from~~ operating ~~activities~~results, and ~~does~~financial ~~not necessarily represent amounts available for discretionary expenditures~~condition. ~~Free Cash Flow also may not be comparable to similar measures disclosed by other companies because Free Cash Flow is not uniformly defined.~~

WeOn ~~reconcile~~January 10, ~~Free~~2013, ~~Cash~~the ~~Flow~~CFPB issued a final rule to ~~cash~~implement ~~flow~~the ~~provided~~“qualified bymortgage” ~~(used~~provisions ~~for)~~of ~~operating~~the ~~activities~~Dodd-Frank asAct ~~follows:~~requiring mortgage lenders to consider consumers’ ability to repay home loans before extending them credit. The CFPB’s “qualified mortgage” rule, which became effective on January 10, 2014, describes

	Years ended December 31,									Six months ended June 30,
	2000			2001			2002			2002			2003
	(Dollars in millions)
Cash flow provided by (used for) operating activities	$	30.4		$	115.1		$	67.3		$	18.0		$	(34.3	)
Increases in mortgages held for resale		—			—			16.8			15.2			37.0
Changes in relocation properties held for resale		—			—			1.2			(8.0	)		17.0
Capital expenditures		(55.4	)		(48.3	)		(33.5	)		(17.4	)		(9.7	)
Free cash flow	$	(25.0	)	$	66.8		$	51.8		$	7.8		$	10.0

SinceTable 2000, our Free Cash Flow has improved from a cash outflow of $25.0 million in 2000, to Free Cash Flow of $51.8 million in 2002. As with cash flows from operating activities, this is driven by improvements in our income, combined with improvements in our management of accounts receivable, particularly in 2001, when we reduced year-end DSO by 14 days, or 23.0%. Contents

In certain minimum requirements for lenders making ability-to-repay determinations, but does not dictate that they follow particular underwriting models. Lenders will be presumed to have complied with the ~~six~~ability-to-repay ~~months~~rule ~~ended~~if ~~June~~they 30issue “qualified mortgages,” ~~2003~~which weare ~~had~~generally ~~Free~~defined ~~Cash~~as ~~Flow~~mortgage loans prohibiting or limiting certain risky features. Loans that do not meet the ability-to-repay standard can be challenged in court by borrowers who default and the absence of ~~$10~~ability-to-repay status can be used against a lender in foreclosure proceedings.0 ~~million~~Any ~~compared~~loans that we make outside of the “qualified mortgage” criteria could expose us to $7an increased risk of liability and reduce or delay our ability to foreclose on the underlying property.8 ~~million~~It inis difficult to predict how the ~~corresponding~~CFPB’s ~~period~~“qualified mortgage” rule will impact us when it takes effect, but any decreases in ~~2002~~mortgage origination volume or increases in compliance and foreclosure costs caused by the rule could have a material adverse effect on our business, operating results and financial condition.

We ~~believe~~ ~~that~~are ~~cash~~subject ~~generated~~to ~~from~~anti-corruption ~~2003 operations~~statutes, ~~together with amounts available under the revolving credit facility~~ and ~~any~~if ~~other~~we ~~available~~fail ~~source~~to ofcomply ~~liquidity,~~with ~~will~~such bestatutes ~~adequate~~it ~~to permit~~could ushave toa ~~meet~~material ~~our~~adverse ~~debt~~effect ~~service~~on ~~obligations~~our business, ~~capital~~financial ~~expenditure~~condition ~~program requirements, ongoing operating costs~~ and ~~working~~results ~~capital~~of ~~needs for at least the next twelve months~~operations.

54As a global business, we are subject to anti-bribery laws and regulations of the U.S. government and those of various international and subnational jurisdictions, and our failure to successfully comply with these rules and regulations may expose us to liabilities. These laws and regulations apply to companies, individual directors, officers, employees and agents, and may restrict our operations, trade practices, investment decisions and partnering activities. In particular, our international operations are subject to U.S. and foreign anti-corruption laws and regulations, such as the FCPA, as well as anti-corruption laws of the various jurisdictions in which we operate. The FCPA and other laws prohibit us and our officers, directors, employees and agents acting on our behalf from corruptly offering, promising, authorizing or providing anything of value to foreign officials for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. As part of our business, we deal with state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA. We are subject to the jurisdiction of various governments and regulatory agencies outside of the United States, which may bring our personnel into contact with foreign officials responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations. In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our global operations expose us to the risk of violating, or being accused of violating, the foregoing or other anti-corruption laws. Such violations could be punishable by criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be very expensive and disruptive. If we have been determined to be in violation of the FCPA, the UKBA or other anti-corruption laws, we could be subject to significant fines, penalties, repayments, other damages (in certain cases, treble damages) which could have a material and adverse effect on our business, financial condition and results of operations.

~~Cash~~The ~~flows~~DOT’s ~~used~~Compliance ~~for~~Safety ~~investing activities. Cash used for investing activities totaled $54.4 million,~~Accountability ~~$73.0~~(“CSA”) ~~million~~rulemaking ~~and~~could ~~$137.5 million,~~have ina ~~the~~material ~~years~~adverse ~~ended~~effect ~~December~~on ~~31,~~our ~~2000~~business, ~~2001,~~financial ~~and~~condition ~~2002, respectively. For the six months ended June 30, 2002~~ and ~~2003,~~results ~~net~~of ~~cash used for investing activities was $93~~operations.7 ~~million and $47.1 million, respectively. The cash impact of these acquisitions can be summarized as follows:~~

	Years ended December 31,						Six months ended June 30,
	2000		2001		2002		2002		2003
	(Dollars in millions)
Allied & Pickfords (Purchase Price Settlement)	$	—	$	17.4	$	—	$	—	$	—
NAIT		—		—		27.0		26.9		5.8
CRS		—		—		57.5		57.5		—
Rowan Simmons		—		—		14.3		—		—
Scanvan		—		—		—		—		24.7
Other		5.8		4.0		3.8		0.7		0.3
	$	5.8	$	21.4	$	102.6	$	85.1	$	30.8

Under the DOT’s CSA initiative, a compliance and enforcement initiative designed to monitor commercial motor vehicle safety, the fleets and drivers in our agent network are evaluated and ranked based on certain safety-related standards. The current methodology for determining a carrier’s DOT safety rating has been expanded, and, as a result, certain current and potential drivers may no longer be eligible to drive for our agents, and our safety rating could be adversely impacted. A reduction in eligible drivers or a poor fleet ranking may result in our agent network encountering difficulty attracting and retaining qualified drivers, serving our customers and could cause our customers to use a mobility network with higher fleet rankings than ours, which could have a material adverse effect on our business, financial condition and results of operations.

~~Our capital~~37 expenditures, which we use for computer equipment, software development and transportation and warehouse equipment, totaled $55.4 million, $48.3 million and $33.5 million in each of the years ended December 31, 2000, 2001 and 2002 respectively, and $17.4 million and $9.7 million in the six months ended June 30, 2002 and 2003, respectively. The level of capital expenditures in the years ended December 31, 2000 and 2001 was driven by significant spending on information technology across our business, particularly in our Transportation Solutions segment. Capital expenditures for 2003 are expected to range between $25.0 million and $30.0 million. We will continue to pursue acquisitions around the world that we believe would further strengthen our global presence or would advance our strategic position in the markets that we serve.

Table Cashof flows from financing activities. Contents

~~Net~~We ~~cash~~are ~~flows~~subject ~~from~~to ~~financing~~a ~~activities~~wide ~~provided~~range ~~$44.3 million~~ of ~~funding~~environmental ~~for~~laws ~~the~~and ~~year ended December 31~~regulations, ~~2000.~~which Weare ~~repaid~~complex ~~$53.4 million of our financing~~and ~~obligations~~costly into ~~the~~comply ~~year~~with ~~ended December 31~~and, ~~2001~~if ~~and~~we ~~financing~~fail ~~activities~~to ~~provided~~comply ~~$82.1~~with ~~million~~such oflaws ~~funding~~and ~~for~~regulations ~~the~~it ~~year~~could ~~ended~~have ~~December~~a ~~31,~~material ~~2002.~~adverse ~~Cash~~effect ~~flows~~on ~~from~~our ~~financing~~business, ~~activities~~financial ~~consist~~condition ~~primarily of bank borrowing draw-downs~~ and ~~repayments~~results ~~and proceeds from the issuance~~ of ~~common stock~~operations.

~~In 2000~~We weare ~~issued~~subject ~~common~~to ~~stock~~a inwide range of environmental laws and regulations under the ~~amount~~foreign, U.S., state and local laws including laws and regulations relating to the discharge of ~~$29.4~~pollutants ~~million~~into inthe ~~connection~~water, ~~with~~air and land, the ~~acquisition~~use, management and disposal of ~~Moveline~~hazardous substances, and the cleanup of contaminated sites. In ~~2002~~certain European locations, we ~~acquired~~are ~~businesses~~required ~~for~~to arecycle ~~total~~specified portions ~~consideration~~ of ~~$102~~our waste products.6 ~~million~~We could incur substantial costs, including cleanup costs, fines and civil or criminal penalties, third-party property damage or personal injury claims, or the reduction or suspension of our operations as a result of ~~which~~violations ~~was~~of ~~financed~~or ~~through~~liabilities under environmental laws or non-compliance with the environmental permits required at our ~~revolving~~facilities. ~~credit~~In ~~facility~~addition, aswe ~~well~~own asor lease, or in the ~~issuance~~past have owned or leased, facilities at which underground storage tanks are located, some of ~~$66~~which may have leaked in the past.3 ~~million~~We ofhave ~~common~~been, ~~stock~~and may in the future be responsible for, investigating and ~~$50~~remediating contamination at these sites, or at off-site locations where we sent hazardous wastes for disposal.0 ~~million~~If inwe ~~new~~are unable ~~bank~~to ~~debt~~comply with applicable environmental laws and regulations or otherwise become subject to future or contingent environmental liabilities, including remediation costs, it could have a material adverse effect on our business, financial condition and results of operations.

~~In each~~Risks ofRelated ~~the~~to ~~years~~Our ~~ended~~Company ~~December 31, 2000, 2001~~ and ~~2002~~Our weOrganizational ~~made~~Structure scheduled principal repayments on our long terms debt of $6.8 million, $11.8 million and $26.9 million, respectively. In addition to these scheduled repayments, we reduced our revolving credit position by $37.4 million in 2001 following the significant improvement in our working capital requirements during that year, including a prepayment of $19.0 million required by our credit agreement.

~~In the~~Our ~~six~~substantial ~~months~~indebtedness ~~ended~~could ~~June~~adversely ~~30,~~affect ~~2002~~our ~~and~~ability ~~2003,~~to ~~cash~~raise ~~flows~~additional ~~from~~capital ~~financing~~to ~~activities~~fund ~~provided~~our ~~$87.6~~operations, ~~million~~limit ~~and~~our ~~$89.5~~ability ~~million~~to react ofto ~~funding,~~changes ~~respectively.~~in ~~In each instance,~~ the ~~financing activities~~economy ~~supported~~or our ~~strategic~~industry, ~~acquisition~~expose ~~program,~~us ~~our~~to ~~capital~~interest ~~expenditures~~rate ~~and~~risk to the ~~increase~~extent inof ~~working~~our ~~capital~~variable inrate ~~2003~~debt ~~associated~~and ~~with~~prevent us from meeting our ~~growth~~debt obligations.

55As of December 31, 2013, we had total outstanding long-term debt of $294.0 million and total outstanding short-term debt of $51.6 million, primarily comprised of drawings on our mortgage warehouse facilities. For the year ended December 31, 2013, total payments under our annual debt service obligations, including interest and principal, were $28.3 million. Our indebtedness could have significant negative consequences, including:

• ~~Liquidity~~increasing ~~and~~our ~~Capital~~vulnerability ~~Resources~~ to adverse economic, industry or competitive developments;

We• ~~broadly~~requiring ~~define~~a ~~liquidity~~substantial asportion ~~our~~of ~~ability to generate sufficient~~ cash flow from ~~operating~~operations ~~activities~~ to ~~meet~~be ~~our~~dedicated ~~obligations~~to ~~and~~the ~~commitments.~~payment Inof ~~addition, liquidity~~principal ~~includes~~and ~~the~~interest ~~ability~~on toour ~~obtain~~indebtedness, ~~appropriate~~therefore ~~debt~~reducing ~~and~~our ~~equity~~ability ~~financing and~~ to ~~convert~~use ~~into~~our cash ~~those~~flow ~~assets that are no longer required~~ to ~~meet~~fund ~~existing~~our ~~strategic and financial objectives. Therefore~~operations, ~~liquidity cannot be considered separately from~~ capital ~~resources~~expenditures ~~that~~and ~~consist~~future ~~of current or potentially available funds for use in achieving long-range~~ business ~~objectives and meeting debt service commitments. Our principal capital resources consist of our $150.0 million revolving credit facility and our accounts receivable.~~ opportunities;

~~Our short-term~~• ~~and~~exposing ~~long-term~~us ~~liquidity~~to ~~needs~~the risk of increased interest rates because certain of our borrowings, ~~without~~including ~~giving~~and ~~effect~~most tosignificantly ~~this~~borrowings ~~offering~~under our ABL Revolver and Term Loan (defined below), ~~will~~are ~~arise~~at ~~primarily~~variable ~~from:~~rates of interest;

~~The seasonal~~• ~~nature~~making ofit ~~the~~more ~~moving~~difficult ~~business~~for ~~results~~us into ~~increased~~satisfy ~~short-term~~our ~~working~~obligations ~~capital~~with ~~requirements~~respect into ~~the~~our ~~summer~~indebtedness, ~~months.~~and ~~This~~any ~~will~~failure ~~result~~to incomply anwith ~~increase~~the inobligations ~~receivables~~of ~~which~~any ~~are typically~~of ~~collected~~our debt instruments, including restrictive covenants and ~~revolving~~borrowing ~~credit~~conditions, ~~borrowings~~could ~~which~~result ~~are~~in ~~typically~~an ~~repaid,~~event byof ~~late~~default ~~fall.~~under the agreements governing such indebtedness;

56• restricting us from making strategic acquisitions or causing us to make non-strategic divestitures;

~~The following~~• ~~table~~limiting ~~provides~~our aflexibility ~~summary,~~in asplanning offor, ~~December~~or ~~31,~~reacting ~~2002~~to, ofchanges in our ~~contractual~~business ~~obligations~~or ~~related~~market conditions and placing us at a competitive disadvantage compared to ~~long-term~~our ~~debt,~~competitors ~~leases~~who are less highly leveraged and ~~other~~who, ~~commercial~~therefore, ~~commitments:~~may be able to take advantage of opportunities that our leverage prevents us from exploiting.

			Payments Due by Period
Contractual Obligations	Total		Less than 1 year		2-3 years		4-5 years		After 5 years
	(Dollars In Millions)
Long-Term Debt	$	580.1	$	22.4	$	78.6	$	328.9	$	150.2
Capital Lease Obligations		19.0		4.8		6.4		5.6		2.2
Operating Leases		278.8		49.0		75.5		51.4		102.9
Unconditional Purchase Obligations		182.6		22.0		39.2		37.8		83.6
Total Contractual Cash Obligations	$	1,060.5	$	98.2	$	199.7	$	423.7	$	338.9

$289.3 million of our indebtedness as of December 31, 2013 consists of indebtedness under our $300.0 million term loan that matures in 2019 (the “Term Loan”). We may not be able to refinance our Term Loan or any other existing indebtedness because of our high level of debt, debt incurrence restrictions under our debt agreements or because of adverse conditions in credit markets generally, which could have a material adverse effect on our business, financial condition and results of operations.

~~Of the~~38 ~~$98.2 million due in 2003, $51.6 million had been paid by June 30, 2003.~~

DebtTable Service. Principal and interest payments under our senior credit facility and interest payments on the notes represent significant liquidity requirements for us. Our senior credit facility is comprised of note payable—Tranche A, note payable—Tranche B and a revolving credit facility. As of June 30, 2003, we had $762.2 million of indebtedness comprised of indebtedness for borrowed money and capital leases consisting of: Contents

~~As a result~~Further, ~~we are required to devote a substantial amount of~~ our ~~cash~~securitization ~~flow~~(receivable tosales) ~~service~~facility ~~this~~is ~~indebtedness.~~subject ~~We are required~~ to ~~repay~~the ~~our~~credit ~~note~~worthiness ~~payable—Tranche A in quarterly~~of ~~principal payments over seven years and~~ our ~~note payable—Tranche B in quarterly principal payments over eight years~~customers. WeIf ~~are~~a ~~required~~customer todoes ~~repay~~not ~~any~~have ~~amounts~~satisfactory ~~borrowed under the revolving~~ credit, ~~facility~~we ~~forming~~may ~~part~~not ofbe ~~our~~able ~~senior~~to ~~credit~~obtain ~~facility by~~ the ~~seventh~~funding ~~anniversary~~we ofneed ~~the~~to ~~initial~~service ~~borrowings~~such ~~under~~customer’s ~~the~~account ~~senior~~and ~~credit~~we ~~facility.~~may ~~All~~be ~~borrowings~~required ~~under~~to ~~the~~seek ~~senior~~other ~~credit~~forms ~~facility~~of ~~bear interest~~potentially atless ~~floating~~attractive ~~rates~~financing ~~based~~to ~~upon~~fund ~~the~~our home ~~interest~~sales ~~rate~~assistance ~~option~~activities ~~elected~~and byrelocation ~~us.~~funding Weservices, ~~intend~~which tocould ~~use~~have aan ~~portion~~adverse ofeffect ~~the~~on ~~net~~our ~~proceeds~~business, offinancial ~~this~~condition ~~offering~~and toresults ~~repay a portion~~ of ~~our outstanding indebtedness~~operations. ~~See "Use of Proceeds".~~

As Finally, our mortgage business uses a warehouse line of ~~June 30,~~credit ~~2003,~~to ~~the~~fund ~~Company~~loans ~~had~~that ~~available~~we ~~$54~~originate.~~6 million~~ ~~under~~We ~~the~~sell ~~revolving~~our ~~credit~~loans ~~facility~~to ~~forming~~investors ~~part~~or ofto Fannie Mae. If we are unable to sell our ~~senior~~loans that we have originated in a timely manner and replenish our warehouse line of credit, ~~facility~~we towill ~~meet~~be limited in our ~~future~~ability ~~working~~to continue to originate mortgage loans, which could have an adverse effect on our ~~capital~~business, financial condition and ~~other~~results ~~business~~of ~~needs~~operations.

~~We guarantee~~Despite ~~certain~~our ~~operating~~indebtedness ~~lines of credit maintained by wholly owned foreign subsidiaries. As of December 31~~level, ~~2001,~~we ~~December~~still ~~31,~~may ~~2002~~be ~~and~~able ~~June~~to ~~30,~~incur ~~2003, the outstanding balance was~~significant ~~$1.2~~additional ~~million,~~amounts ~~$1.1 million and $7.9 million, respectively. The increase in borrowings as~~ of ~~June 30~~debt, ~~2003~~which ~~was~~could ~~due~~further toexacerbate the ~~use~~risks ofassociated ~~this~~with ~~facility~~our tosubstantial ~~partly fund the Scanvan acquisition~~indebtedness.

~~For~~We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the credit agreements governing our Term Loan and ABL Revolver contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a ~~description~~number of significant qualifications and exceptions, and under certain circumstances, the ~~terms~~amount of ~~our~~indebtedness ~~principal~~that ~~indebtedness~~could be incurred in compliance with these restrictions could be substantial. For example, ~~see~~as ~~"Description~~of December 31, 2013, we had approximately $39.0 million of additional borrowing capacity under our ~~Indebtedness"~~ABL Revolver, which borrowing capacity depends, in part, on accounts receivable and other assets that fluctuate from time to time and may further depend on lenders’ discretionary ability to impose reserves and availability blocks and to recharacterize assets that might otherwise incrementally increase borrowing availability. If new debt is added to our outstanding debt levels, the risks related to our indebtedness that we will face would increase.

57We are dependent upon our lenders for financing to execute our business strategy and meet our liquidity needs. If our lenders are unable to fund borrowings under their credit commitments or we are unable to borrow, it could have a material adverse effect on our business, financial condition and results of operations.

During ~~Commitments~~periods of volatile credit markets, there is risk that any lenders, even those with strong balance sheets and ~~Contingencies~~ sound lending practices, could fail or refuse to honor their legal commitments and obligations under existing credit commitments, including but not limited to, extending credit up to the maximum permitted by a credit facility. If our lenders are unable to fund borrowings under their revolving credit commitments or we are unable to borrow (such as having insufficient capacity under our borrowing base), it could be difficult in such environments to obtain sufficient liquidity to meet our operational needs, which could have a material adverse effect on our business, financial condition and results of operations.

OnOur ~~July~~ability ~~1, 2002, we entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc.~~ to ~~provide selected outsourcing~~obtain ~~services~~additional ~~for~~capital ~~our~~on ~~domestic~~commercially ~~information~~reasonable ~~systems~~terms ~~infrastructure,~~may ~~including~~be ~~data center operations and telecommunications and certain application software development~~limited. Covansys Corporation is a related party, as approximately 24% of its outstanding common stock is owned by Clayton, Dubilier & Rice Fund VI Limited Partnership. As of June 30, 2003, the remaining purchase commitment was $167.7 million.

~~Off~~Although ~~Balance~~we ~~Sheet~~believe ~~Arrangements~~ our cash and cash equivalents, as well as cash we expect to generate from operations and availability under our ABL Revolver, provide adequate resources to fund ongoing operating requirements, we may need to seek additional financing to compete effectively.

~~During~~If ~~2002,~~ we ~~sold~~are aunable ~~portion of our equipment notes receivable portfolio~~ to anobtain ~~unaffiliated~~capital third party. The transaction, which qualified as a sale under Statement of Financial Accounting Standards No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities" resulted in cash proceeds of $1.2 million, which approximated the fair value of notes receivable sold. The equipment notes receivable are due from agents or owner-operators for trailers, tractors and straight trucks and are collateralized by those assets. Each note is generally for a term of five years, bearing interest at either a fixed or variable rate of prime plus 1.0%—3.0%. Principal and interest are payable monthly over the term of the agreement. Under the terms of the sales agreement, we are responsible for servicing, administering, and collecting these notes receivable on ~~behalf~~commercially ofreasonable the unaffiliated third party. Servicing fees under the sales agreement are deemed adequate compensation to us for performing the servicing, accordingly no servicing asset or liability has been recognized in the accompanying financial statements. Under the terms ~~of the transaction~~, ~~the~~it ~~maximum~~could: ~~recourse exposure to us was $0.4 million.~~

~~Related~~• ~~Party~~reduce ~~Transactions~~ funds available to us for purposes such as working capital, capital expenditures, research and development, strategic acquisitions and other general corporate purposes;

We• ~~are~~restrict ~~parties~~our ability to aintroduce ~~consulting~~new ~~agreement~~products ~~with~~or ~~Clayton,~~exploit ~~Dubilier~~business & Rice, Inc. whereby Clayton, Dubilier & Rice, Inc. receives a management fee for financial advisory and management consulting services. For the years ended December 31, 2000, 2001 and 2002, such fees were $0.4 million, $1.375 million, and $1.375 million, respectively, and $0.7 million for the six months ended June 30, 2003. opportunities;

~~North American~~• ~~Van~~increase Lines has guaranteed loans made by a third-party lender in aggregate principal amounts of $0.02 million, $0.8 million and $1.4 million as of December 31, 2001, December 31, 2002 and June 30, 2003, respectively, to various members of our ~~management,~~vulnerability including certain of our executive officers, in connection with their investment in SIRVA. North American Van Lines would become liable for such amounts in the event that a member of management would fail to ~~repay~~economic ~~the~~downturns ~~principal~~ and ~~interest~~competitive ~~when~~pressures ~~due. These loans mature~~ in ~~May 2004 and bear interest at~~ the ~~prime~~ ~~rate~~markets ~~plus~~in ~~1.0%.~~which These loans include loans made by the third-party lender and guaranteed by North American Van Lines to two of our executive officers, John M. Dupuy and Todd W. Schorr. Messrs. Dupuy and Schorr borrowed $84,000 and $159,750, respectively, to purchase 20,000 and 15,000 shares of our common stock, respectively. As of June 30, 2003, Messrs. Dupuy and Schorr owed $50,732 and $162,072, respectively, to the third-party lender. All loans to all of our executive officers were made prior to passage of the Sarbanes-Oxley Act. Subsequent to its passage, we ~~adopted~~operate; ~~a policy prohibiting us or any of our subsidiaries from making loans to or guaranteeing loans of executive officers.~~ and

~~See "Certain~~39 ~~Relationships and Related Transactions."~~

Inflation Table of Contents

We• ~~believe~~place ~~that~~us ~~inflation,~~at ~~currently, does not have~~ a ~~material~~competitive ~~effect on the results of our operations~~disadvantage.

~~Retirement~~Any ~~Plans~~ of these factors would have a material adverse effect on our business, financial condition and results of operations.

~~The~~Our ~~domestic~~debt ~~defined~~obligations ~~pension~~may ~~plans~~limit ~~were~~our ~~amended~~flexibility ~~effective~~in ~~April 1, 2002 for the purpose of combining the plans into one benefit plan covering all domestic~~managing ~~employees~~our business. ~~This single pension plan~~

58The credit agreements governing our ABL Revolver and Term Loan require us to comply with a number of customary financial and other covenants, such as maintaining debt service coverage and leverage ratios in certain situations and maintaining insurance coverage. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” These covenants may limit our flexibility in our operations, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness even if we had satisfied our payment obligations. If we were to default on the credit agreements or other debt instruments, it could have a material adverse effect on our business, financial condition and results of operations.

~~was then~~We ~~frozen~~are ~~effective~~a ~~December~~holding ~~31,~~company ~~2002,~~with ~~which~~no ~~triggered~~significant ~~curtailment~~independent ~~accounting treatment due to the elimination of benefits earned for future years of service. The curtailment amounts were recorded in the results of~~ operations asand, antherefore, ~~unusual~~rely ~~item~~on ~~for~~our ~~the~~subsidiaries ~~year~~to ~~ended~~make ~~December~~funds ~~31,~~available ~~2002~~to us.

~~The~~We are a holding company with no significant independent operations and no significant assets other than the capital stock of ~~postretirement~~our ~~medical~~subsidiaries, ~~plan~~including ~~covering~~SIRVA ~~certain~~Worldwide, ~~domestic~~Inc., ~~employees~~our ~~was~~direct ~~amended~~wholly ~~effective~~owned ~~April~~subsidiary 1(“SIRVA Worldwide”). Therefore, ~~2002~~our cash flow and our ability to ~~include~~meet ~~substantially~~our ~~all~~obligations depend on the receipt of ~~our~~dividends ~~domestic~~or ~~employees~~other distributions from our subsidiaries. The ~~amendment~~ability ~~also eliminated~~of ~~after~~our ~~age~~subsidiaries 65to ~~benefits~~pay ~~previously~~any ~~associated~~dividends ~~with~~and ~~this~~distributions ~~plan.~~will ~~Effective~~be ~~December~~subject 31to, ~~2002~~among other things, the ~~plan~~terms ~~was~~of ~~amended~~our toABL ~~eliminate~~Revolver ~~any~~and ~~subsidies~~Term toLoan, ~~employees~~which ~~that~~each ~~have~~contain ~~not~~a ~~reached~~number 50of ~~years~~significant ofcovenants ~~age~~that, among other matters, ~~with~~restrict aour ~~minimum~~ability ofto ~~ten~~incur ~~years~~additional ofindebtedness, ~~service~~incur ascapital oflease ~~December~~obligations, 31pay dividends, ~~2002.~~make ~~This~~acquisitions ~~amendment~~or ~~triggered~~engage ~~curtailment~~in ~~accounting~~mergers ~~treatment.~~or ~~The~~consolidations, ~~curtailment~~make ~~amounts~~capital ~~were~~expenditures, ~~recorded~~and receive dividends and distributions from SIRVA Worldwide except to fund our operating expenses in the ~~results~~ordinary course of ~~operations~~business. asIn ~~an unusual~~addition, ~~item~~we ~~for~~are ~~the~~required ~~year~~to ~~ended~~comply ~~December~~with 31specified financial ratios and tests, ~~2002~~including consolidated leverage ratio and consolidated interest coverage ratio requirements. See “Description of Certain Indebtedness.” There can be no assurance that our subsidiaries will generate cash flow sufficient to pay dividends or distributions to us to enable us to meet our obligations. Our inability to receive funds from our operating subsidiaries could adversely affect our ability to meet our obligations and to make dividend payments and other distributions to holders of our common stock.

~~The total~~Each ~~amount~~ of ~~pension~~Aurora and ~~retiree~~EGI ~~curtailment~~independently ~~gain~~has ~~for~~substantial ~~the~~control ~~year~~over ~~ended~~us ~~December~~and ~~31,~~will ~~2002~~be ~~was~~able $7to influence corporate matters with respect to us.4 Aurora ~~million~~and EGI may have interests that differ from each other and from those of our other stockholders.

~~Retirement plan~~After ~~expenses~~giving ~~and~~effect ~~obligations~~to this ~~are dependent on assumptions used in calculating such amounts. These assumptions include discount rate~~offering, ~~rate~~Aurora ~~of compensation increases~~ and ~~expected~~ ~~return~~EGI onwill ~~plan~~directly ~~assets.~~or Inindirectly ~~accordance~~hold, ~~with~~in ~~U.S.~~the ~~GAAP~~aggregate, ~~actual~~approximately % ~~results~~and % ~~that~~of ~~differ from~~ the ~~assumption~~voting ~~are~~power ~~accumulated~~of ~~and~~our ~~amortized~~outstanding ~~over~~common ~~future~~stock, ~~periods~~respectively. ~~While~~As wea ~~believe~~result, ~~that~~each ~~assumptions~~of ~~used~~Aurora ~~are~~and ~~appropriate,~~EGI ~~differences~~are inable ~~actual~~to ~~experience~~strongly orinfluence ~~changes~~the inelection ~~assumptions~~of ~~may affect~~ our ~~retirement~~directors ~~plan obligations~~ and ~~future~~potentially ~~expense.~~control ~~In 2002, we maintained~~ the ~~expected~~outcome ~~return~~of onany ~~plan~~corporate ~~assets~~transaction ~~at 9.0%.~~or Inother ~~developing~~matter ~~our~~submitted ~~expected~~to ~~long-term rate of return assumption, we evaluated input from~~ our ~~independent~~stockholders ~~financial~~for ~~advisor~~approval, including ~~their~~potential ~~review~~mergers ofor ~~our~~acquisitions, ~~pension~~ asset ~~class ten-year weighted~~ ~~average~~sales ~~returns~~and ~~for~~other ~~each~~significant ofcorporate ~~the last ten years~~transactions. ~~The~~See ~~average~~“Certain ~~ten-year~~Relationships ~~return~~and byRelated ~~year~~Person ~~is 12~~Transactions.~~3%.~~” WeSo ~~anticipate that our investment managers will generate~~ long~~-term~~ ~~returns~~as ofAurora atand ~~least~~EGI ~~9.0%.~~continue ~~A reduction in the expected return on plan assets from 9.0%~~ to ~~8.5%~~own ~~would increase pension expense by approximately $0.3 million. The discount rate range was lowered to 6.75% from 7.25%. The discount rate we utilize for determining pension obligations is based on~~ a ~~review~~majority of ~~AA+~~our ~~long-term~~common ~~bonds~~stock, ~~held~~they ~~based~~will onhave ~~actuarial indices. A reduction in~~ the ~~discount~~ability ~~rate from 6.75%~~ to ~~6.50%~~control ~~would~~the ~~increase~~vote ~~pension~~in ~~expense~~any byelection ~~approximately $0.3 million. Pension expense in 2003 is expected to increase by approximately $0.5 million primarily due to amortization~~ of ~~differences~~directors ~~between actual~~ and ~~expected~~will ~~returns~~have ~~on plan~~the ~~assets.~~ability ~~During~~to ~~2002,~~prevent weany ~~recorded~~transaction athat ~~minimum~~requires ~~pension~~stockholder ~~liability adjustment of $18.3 million~~approval, ~~net~~regardless of ~~tax,~~whether toothers ~~accumulated~~believe ~~other comprehensive income (loss). If~~ the ~~equity~~transaction ~~markets~~is ~~continue~~in ~~recent trends,~~our webest ~~could be required to record a charge to accumulated other comprehensive income (loss)~~interests.

~~Recent~~The ~~Accounting~~interests ~~Pronouncements~~ of Aurora and EGI may not coincide with each other or the best interests of other holders of our common stock. This concentration of voting power could also have the effect of delaying, deterring or preventing a change of control or other business combination that might otherwise be beneficial to the stockholders of our common stock. It may also adversely affect the trading price for our common stock to the

In40 April 2002, the Financial Accounting Standards Board ("FASB") issued Statement No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections" ("SFAS 145"). The statement updates, clarifies and simplifies existing accounting pronouncements. The provisions of SFAS 145 related to rescission of Statement 4 shall be applied in fiscal years beginning after May 15, 2002. The provisions in paragraphs 8 and 9(c) of the statement related to Statement 13 shall be effective for transactions occurring after May 15, 2002. The adoption of SFAS 145 did not have a material effect on our operating results or financial condition.

In JuneTable 2002, the FASB issued Statement No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" ("SFAS 146"). The statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. This statement replaces previous accounting guidance provided by EITF (Emerging Issues Task Force) Issue No. 94-3. SFAS 146 is to be applied prospectively to exit or disposal activities initiated after December 31, 2002. Contents

In ~~November~~extent ~~2002,~~investors ~~the~~perceive ~~FASB~~disadvantages ~~issued~~in ~~Interpretation~~owning Nostock with a controlling stockholder. 45In addition, ~~"Accounting~~Aurora and ~~Disclosure~~EGI ~~Requirements~~are ~~for~~in ~~Guarantees,~~the ~~Including~~business ~~Indirect~~of ~~Guarantees~~making ofinvestments ~~Indebtedness~~in ofcompanies ~~Others"~~and ~~("FIN~~may, ~~45").~~from ~~The~~time to ~~interpretation~~time, ~~clarifies~~acquire ~~the~~interests ~~requirements~~in ~~relating~~businesses tothat adirectly ~~guarantor's~~or ~~accounting~~indirectly ~~for,~~compete ~~and~~with ~~disclosure~~our ofbusiness, ~~the~~as well as businesses that are significant existing or potential customers.

59We have elected to take advantage of the “controlled company” exemption to the corporate governance rules for publicly listed companies, which could make our common stock less attractive to some investors or otherwise harm our stock price.

~~issuance~~Following the consummation of ~~certain~~this ~~types~~offering, we expect that Aurora will continue to control a majority of ~~guarantees~~the voting power of our outstanding common stock. ~~The~~As ~~provisions~~a result, we expect to qualify as a “controlled company” under the corporate governance rules for ~~initial~~publicly ~~recognition~~listed ~~and~~companies. ~~measurement~~Under ofthese ~~FIN~~rules, 45we are not required to have a majority of our board of directors be ~~applied~~independent, onnor aare ~~prospective~~we ~~basis~~required to ~~guarantees~~have ~~issued~~a oncompensation committee or ~~modified~~an ~~after~~independent ~~December 31,~~nominating ~~2002~~function. WeFollowing ~~will~~this ~~consider~~offering, we intend to utilize these exemptions for so long as we continue to qualify as a “controlled company.” Accordingly, should the ~~recognition~~interests ~~and~~of ~~measurement~~Aurora, ~~provisions~~as our controlling stockholder, differ from those of ~~FIN~~our 45other ~~and~~stockholders, ~~its~~our ~~effect~~other stockholders onmay not have the ~~financial~~same ~~statements.~~protections ~~The~~afforded ~~disclosure~~to ~~requirements~~stockholders of companies that are ~~effective~~subject ~~for~~to ~~fiscal~~all ~~years~~of ~~ending~~the ~~after December~~corporate ~~15,~~governance ~~2002~~rules for publicly listed companies. Our ~~guarantees~~status ~~are~~ as ~~follows:~~a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

~~In December~~Risks ~~2002,~~Related the FASB issued Statement No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure" ("SFAS 148"), an amendment of SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). This statement amends SFAS 123 to ~~provide~~this ~~alternative~~Offering methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We adopted only the disclosure requirements of SFAS 148.

~~In January~~There ~~2003,~~is ~~the~~no ~~FASB~~existing ~~issued~~public ~~Interpretation~~market ~~No.~~for ~~46,~~our ~~"Consolidation~~common ofstock ~~Variable~~and ~~Interest~~an ~~Entities"~~active, ~~("FIN~~liquid ~~46").~~trading ~~FIN~~market 46for ~~addresses~~our ~~consolidation~~common bystock ~~business~~may ~~enterprises of variable interest entities. We believe the adoption of FIN 46 will~~ not ~~have a material effect on our operating results or financial condition~~develop. ~~As of June 30, 2003, we had no variable interest entities.~~

~~In April~~There ~~2003,~~is ~~the~~no ~~FASB~~existing ~~issued~~public ~~Statement~~market Nofor our common stock. ~~149,~~We ~~"Amendment~~cannot ofpredict ~~Statement~~the ~~133~~extent onto ~~Derivative~~which ~~Instruments~~investor ~~and~~interest ~~Hedging~~in ~~Activities"~~our ~~("SFAS~~company ~~149").~~will ~~SFAS~~lead ~~149~~to ~~amends~~the ~~and~~development ~~clarifies~~of ~~financial~~an ~~accounting~~active ~~and~~trading ~~reporting~~market ~~for~~or ~~derivative~~how ~~instruments,~~liquid ~~including~~that ~~certain~~market ~~derivative~~may ~~instruments~~become. ~~embedded~~If ~~in other~~an ~~contracts~~active ~~(collectively~~trading market does not develop, ~~referred~~you tomay ashave ~~derivatives)~~difficulty ~~and~~selling ~~for~~any ~~hedging~~of ~~activities~~our ~~under~~shares ~~SFAS~~that ~~133~~you purchase. ~~This~~The ~~statement~~initial ispublic ~~effective~~offering ~~for~~price ~~contracts~~of our ~~entered~~common ~~into~~stock orwill ~~modified~~be ~~after~~determined ~~June~~by ~~30,~~negotiation ~~2003,~~between us and ~~for hedging~~the ~~relationships~~underwriters ~~designated~~and ~~after~~may ~~June~~not ~~30,~~be ~~2003.~~indicative Weof doprices ~~not~~that ~~expect~~will prevail following the ~~effect~~completion of ~~the~~this ~~adoption~~offering. The market price of ~~SFAS~~our ~~149~~common tostock ~~have~~may adecline ~~material~~below ~~effect~~the oninitial public ~~our~~offering ~~operating~~price, ~~results~~and you may not be able to resell your shares at, or ~~financial~~above, ~~condition~~the initial public offering price.

InFuture sales ~~May~~of ~~2003,~~our ~~the~~common ~~FASB~~stock ~~issued~~or ~~Statement~~securities ~~No.~~convertible ~~150~~into ~~"Accounting~~or ~~For~~exchangeable ~~Certain~~for ~~Financial~~common ~~Instruments~~stock ~~with~~could ~~Characteristics~~depress ofthe ~~both~~market ~~Liabilities~~price ~~and Equity"~~of ~~("SFAS~~our ~~150")~~common stock. ~~SFAS 150 establishes standards for how a~~

60We and substantially all of our stockholders, including our existing selling stockholders, may sell additional shares of common stock in subsequent public offerings. We may also issue additional shares of common stock or convertible debt securities to finance future acquisitions. Sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our common stock. This includes shares of common stock that we are selling in this offering and shares of common stock that the selling stockholders are selling in this offering, which may be resold immediately in the public market. Our directors, executive officers, Aurora and EGI will be subject to the lock-up agreements described in “Underwriting” and are subject to the Rule 144 holding period requirements described in “Shares Eligible for Future Sale—Lock-up Arrangements and Registration Rights.” After giving effect to this offering, we will have shares of common stock authorized and shares of common stock outstanding. After this offering and upon expiration of the lock-up agreements, and subject to vesting requirements and the requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), approximately additional shares will be eligible for sale in the public market (or shares if the underwriters exercise in full their option to purchase additional shares).

~~company classifies~~Aurora and ~~measures~~EGI ~~certain financial instruments with characteristics of both liabilities~~ (and ~~equity.~~certain Itpermitted ~~requires~~transferees ~~that a company classify a financial instrument that is within its scope as a liability (or an asset in some circumstances~~thereof). ~~Many~~have ofregistration ~~those~~rights ~~instruments~~with ~~were~~respect ~~previously~~to ~~classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective for~~ the ~~first interim period beginning after June 15, 2003. We believe adoption of SFAS 150 will require us to classify our redeemable junior preferred stock and our redeemable~~ common stock asthey ~~a liability~~hold. ~~However,~~These weshares may ~~anticipate~~be ~~that~~sold ~~following~~in the ~~completion~~public ofmarket ~~this~~and ~~offering,~~are ~~our~~subject ~~redeemable~~to ~~junior~~the ~~preferred~~180-day ~~stock~~lock-up ~~will~~period befor ~~repaid~~awards ~~(see~~held ~~"Use~~by ~~of Proceeds"), and~~ our ~~redeemable~~executive ~~common~~officers ~~stock~~and ~~will be reclassified as equity~~directors.

~~Quantitative~~41 ~~and Qualitative Disclosures About Market Risk~~

WeTable areof exposed to various market risks, including changes in interest rates and foreign currency exchange rates. Contents

WeThe underwriters may, in their sole discretion and without notice, release all or any portion of ~~are~~the ~~exposed~~shares subject to ~~various~~lock-up ~~interest~~agreements ~~rate~~prior ~~risks~~to ~~that~~expiration ~~arise~~of inthe lock-up period. Subject to the ~~normal~~terms ~~course~~of the lock-up agreements, we also may issue our shares of ~~business.~~common Westock ~~finance~~or securities convertible into our ~~operations~~common ~~with~~stock ~~borrowings~~from ~~comprised~~time ~~primarily~~to oftime ~~variable~~in connection ~~rate~~with ~~indebtedness~~a financing, acquisition, investments or otherwise. ~~Significant~~ ~~increases~~We incannot ~~interest~~predict ~~rates~~the ~~could~~size ~~adversely~~of ~~affect~~future issuances of our ~~operating~~common ~~margins~~stock or the effect, ~~results~~if ofany, ~~operations~~that future issuances and sales of our ~~ability~~common stock will have on the market price of our common stock. Any such issuance could result in substantial dilution to ~~service~~our ~~indebtedness~~existing stockholders. ADue 1%to ~~rate~~these ~~increase~~factors, ~~would~~sales ~~increase~~of a substantial number of shares of our ~~gross interest~~common ~~expense~~stock byin ~~$3.7~~the ~~million.~~public ~~The~~market ~~interest~~could ~~rate~~occur ~~swap~~at ~~instruments~~any ~~described~~time. ~~below~~These ~~would~~sales, ~~reduce~~or the perception ~~annual~~in ~~impact~~the market that the holders of a 1%large ~~change~~number byof ~~$1.9~~shares ~~million~~intend into ~~2003.~~or Ancould ~~increase~~sell ofshares, 1%could inreduce ~~interest~~the ~~rates~~market ~~payable on~~price of our ~~variable~~common ~~rate~~stock. ~~indebtedness~~Any ~~would~~decline ~~increase~~in the price of shares of our ~~annual~~common ~~interest~~stock ~~rate~~could ~~expense~~impede byour ~~approximately~~ability ~~$1.9~~to ~~million~~raise incapital through the ~~next~~issuance ~~year~~of additional shares of our common stock or other equity securities.

We ~~utilize~~ ~~interest~~will ~~rate~~incur ~~agreements~~increased ~~and~~costs ~~foreign~~as ~~exchange~~a ~~contracts to manage interest rate and foreign currency exposures. The principal objective~~ result of ~~such~~operating ~~contracts~~as isa topublicly ~~minimize~~traded ~~the risks~~company, and~~/or~~ ~~costs~~our ~~associated~~management ~~with~~will ~~financial~~be ~~and~~required ~~international operating activities. We do not utilize financial instruments for trading purposes. The counterparties~~ to ~~these~~devote ~~contractual~~substantial ~~arrangements are~~time ~~financial institutions with which we also have other financial relationships. We are exposed~~ to ~~credit~~new ~~loss~~compliance ~~in the event of nonperformance by these counterparties, but we have no reason to anticipate non performance by the other parties~~initiatives.

~~We had~~As ~~four~~a ~~open~~publicly ~~interest~~traded ~~rate~~company, ~~swap~~we ~~agreements~~will incur additional legal, accounting and other expenses that we do not currently incur as ofa ~~June~~private company. 30Although we are currently unable to estimate these costs with any degree of certainty, ~~2003~~they may be material in amount. ~~The~~In ~~intent~~addition, the Sarbanes-Oxley Act, the Dodd-Frank Act and the rules of ~~these~~the ~~agreements~~Securities isand toExchange ~~reduce~~Commission ~~interest~~(the “SEC”) ~~rate~~and ~~risk~~the byNYSE ~~swapping~~or anNasdaq, ~~unknown~~have ~~variable~~imposed ~~interest~~various ~~rate~~requirements ~~for~~on ~~a fixed~~public ~~rate~~companies. ~~These~~Our ~~agreements~~management ~~qualify~~and ~~for~~other ~~hedge~~personnel ~~accounting~~will ~~treatment~~need to devote a substantial amount of time to these compliance initiatives, ~~therefore~~as well as to investor relations. Moreover, ~~market~~these ~~rate~~rules ~~changes~~and inregulations ~~the~~will ~~effective~~increase ~~portion~~our oflegal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these ~~derivatives~~rules ~~are~~and ~~reported~~regulations into ~~accumulated~~make ~~other~~it ~~comprehensive~~more difficult and more ~~income.~~expensive ~~The~~for ~~following~~us isto aobtain ~~recap~~director ofand ~~each~~officer ~~agreement~~liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

Notional amount	$60.0 million	$60.0 million	$40.0 million	$20.0 million
Fixed rate paid	3.10%	2.89%	2.43%	2.44%
Variable rate received	1 Month LIBOR	1 month LIBOR	1 month LIBOR	1 month LIBOR
Effective date	January 2003	March 2003	April 2003	April 2003
Expiration date	January 2007	March 2006	April 2005	April 2005

Furthermore, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, the market price of our common stock could decline and we could be subject to potential delisting by the NYSE or Nasdaq and review by such exchange, the SEC, or other regulatory authorities, which would require the expenditure by us of additional financial and management resources. As a result, our stockholders could lose confidence in our financial reporting, which would harm our business and the market price of our common stock.

~~Assets, liabilities~~Our ~~and~~internal ~~commitments~~control ~~that~~over ~~are~~financial toreporting bedoes ~~settled~~not incurrently ~~cash~~meet ~~and~~the ~~are~~standards ~~denominated~~required inby ~~foreign~~Section 404 ~~currencies~~of ~~for~~the ~~transaction~~Sarbanes-Oxley Act, ~~purposes~~and ~~are~~failure ~~sensitive~~ to ~~changes~~achieve inand ~~currency~~maintain ~~exchange~~effective ~~rates. All~~internal ~~material~~control ~~trade~~over ~~receivable~~financial ~~balances~~reporting ~~are denominated~~ in ~~the~~accordance ~~host~~with ~~currency~~Section 404 of the ~~local~~Sarbanes-Oxley ~~operation.~~Act ~~For~~could ~~the~~have ~~six~~a ~~months~~material ~~ended~~adverse ~~June~~effect ~~30,~~on ~~2003~~our ~~and 2002~~business, wefinancial ~~recognized~~condition aand ~~currency~~results ~~loss~~ of ~~$0.5 million and~~ ~~an insignificant loss, respectively, for transactional related items~~operations.

~~From time~~We todo ~~time,~~not wecurrently ~~utilize~~document ~~foreign~~or ~~currency~~test ~~forward~~our ~~contracts~~compliance inwith ~~the~~these ~~regular~~controls ~~course~~on ofa ~~business~~periodic tobasis ~~manage~~in ~~our~~accordance ~~exposure against foreign currency fluctuations~~with Section 404. ~~The~~Furthermore, ~~forward contracts establish the exchange rates at which~~ we ~~will~~have ~~purchase~~not ortested ~~sell~~our ~~the~~internal ~~contracted~~controls ~~amount of U.S. dollars for specified foreign currencies at a future date. We utilize forward contracts which are short-term~~ in ~~duration~~accordance ~~(less~~with ~~than~~Section 404 ~~one~~and, ~~year).~~due ~~The~~to ~~major~~our ~~currency~~lack ~~exposures~~of ~~hedged by us are the Australian Dollar~~documentation, ~~the~~such ~~British~~a ~~pound~~test ~~and~~would ~~the~~not ~~Euro.~~be ~~The~~possible ~~contract~~to ~~amounts~~perform ~~of foreign currency forwards~~ at ~~June~~ ~~30,~~this ~~2003 and 2002 were $52~~time.2

61We are in the early stages of addressing our internal control procedures to satisfy the requirements of Section 404, which requires an annual management assessment of the effectiveness of our internal control over financial reporting. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, our independent registered public accounting firm may not be able to attest to the effectiveness of our internal control over financial reporting. If we are unable to maintain adequate internal control over financial reporting, we may be unable to report our financial information on a timely basis, may suffer adverse regulatory consequences or violations of applicable stock exchange listing rules and may breach the covenants under our credit facilities. There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements.

~~million and~~42 $3.6 million, respectively. A hypothetical 10% adverse movement in foreign exchange rates applied to our foreign currency exchange rate sensitive instruments held as of June 30, 2003 would result in a hypothetical loss of approximately $3.1 million. Because these derivatives do not qualify for hedge accounting treatment, changes in fair value relating to these derivatives are recognized in current period earnings. For the six months ended June 30, 2003 and 2002 we recognized a loss of $1.9 million and a gain of $0.1 million, respectively, resulting from changes in the fair value of foreign currency derivatives.

We holdTable various convertible bonds in the investment portfolio of our insurance operations. The value of the conversion feature is bifurcated from the value of the underlying bond. Changes in fair value are recorded in current period earnings. For the six months ended June 30, 2003 and 2002, we recognized a loss of $0.1 million and gain of $0.8 million, respectively. The insurance investment portfolio also included marketable debt and equity securities which are classified as available-for-sale and are recorded at fair value within other assets on our balance sheet. Unrealized holding gains and losses, net of the related tax effect, on available-for-sale securities are excluded from earnings and are reported as a separate component of other comprehensive income until realized. Contents

62In addition, we will incur additional costs in order to improve our internal control over financial reporting and comply with Section 404, including increased auditing and legal fees and costs associated with hiring additional accounting and administrative staff.

The price ~~THE~~of ~~INDUSTRY~~ our common stock may be volatile and you could lose all or part of your investment.

~~The~~Securities ~~global~~markets ~~relocation~~worldwide ~~industry~~have ~~provides~~experienced, aand ~~variety~~are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of ~~services~~our ~~that~~common ~~support~~stock regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the ~~relocation~~risk factors described herein, and other factors beyond our control. Factors affecting the trading price of ~~households~~our ~~for~~common stock could include:

~~The size,~~• ~~scope and type of relocation services offered to these distinct~~ market ~~segments~~conditions ~~differs by country and by customer, but they generally include the services listed~~ in the ~~table below:~~broader stock market;

	Market Segment
Relocation Service
	Corporate	Military	Government	Consumer
Home Purchase / Sale	X		X
Realtor / Realtor Management	X		X	X
Moving Services / Move Management	X	X	X	X
Mortgage	X		X	X
Destination Services	X		X
Visa / Expatriate Services	X
Program Administration	X	X	X

•

actual or anticipated variations in our quarterly financial and operating results;

~~While there~~• isvariations no comprehensive study of the total spending on relocation services, according to the Employee Relocation Council, U.S. corporations relocate over 1.0 million employees on an annual basis, both domestically and internationally; the U.S. military relocates 800,000 personnel annually and government services agencies, nonprofit organizations and public utilities relocate over 500,000 employees annually. These numbers are in ~~addition~~operating toresults ~~the millions~~ of ~~individual~~similar ~~households that move each year. We estimate the global addressable market for outsourced relocation service providers and household goods moving~~ companies ~~to be at least $50 billion.~~ ;

• ~~Corporate~~ introduction of new services by us, our competitors or our customers;

A• ~~corporate~~issuance ~~sponsored relocation typically includes a variety~~ of relocation services and may include some or all of the following: the movement of household goods; assistance with the sale of the employee's home; the purchase of the employee's home; temporary living assistance; assistance with the purchase of a new ~~home~~, ~~including~~negative ~~mortgage~~or ~~and~~changed ~~title services;~~securities ~~destination~~analysts’ ~~services~~reports ~~and~~or ~~tracking~~recommendations ~~and~~or processing of all related claims and expenses. For employees relocating outside their home country, many companies cover the costs of tax and visa planning, assistance with home finding, and other related services. As illustrated by the following chart, a corporation's total spending on these services may be up to $65,000 for a domestic relocation within the U.S., and significantly in excess of that for an international relocation. estimates;

63• investor perceptions of us and the industries in which we or our customers operate;

• sales, ~~Illustrative~~or ~~Breakdown~~anticipated sales, of ~~Corporate~~our ~~Spending~~stock, onincluding asales ~~$65,000~~by ~~Domestic~~existing ~~Relocation~~ stockholders;

~~We believe~~• ~~that~~additions ~~the~~or ~~global~~departures ~~relocation services market is being driven by the growing size, globalization and complexity~~ of ~~corporations~~key around the world, and the trend toward the outsourcing of non-core administrative activities, including human resources activities. International Data Corporation projects U.S. human resources spending on outside services will grow at a 12.5% compound annual growth rate over the next five years. Because the cost of relocating employees is a component of human resources expenditures, we believe that we will benefit from this growth. According to the Global 500 List for the Year 2002 published by Fortune Magazine, Global 500 corporations employed more than 47 million people in 2001, and the median number of employees for a Global 500 corporation was approximately 63,000, in multiple locations and countries. An employee base of this magnitude presents logistical complexities and a need for efficient relocation services. Many corporations believe relocation service providers offer a lower cost, higher quality solution to both corporations and their transferring employees than can be provided by in-house alternatives. personnel;

• ~~Military/Government~~ regulatory or political developments;

~~The~~• ~~range~~stock-based ofcompensation ~~services~~expense ~~offered~~under toapplicable ~~the~~accounting military includes the movement of a transferee's household goods and administration of transferee relocation programs, which is referred to as program administration. For the government sector, the industry offers a similar suite of services as are offered to the corporate market. We estimate that the average cost for a military relocation is $10,000 and the average cost for a government service agency relocation is $40,000. The military and government businesses are driven primarily by changes in government and military activity, rather than changes in economic conditions. standards;

• ~~Consumer~~ litigation and governmental investigations; and

~~According~~• tochanging ~~the~~economic ~~latest study of the National Association of Realtors, 17 million households relocate each year in the U~~conditions.S. In most cases, a household whose relocation is not being sponsored by an employer or the government will purchase needed relocation services from a variety of different providers including independent real estate agents, mortgage service companies and professional moving services companies. Of these 17 million household relocations, we estimate that at least 25% or 4.3 million use a moving services company for the movement of their household goods.

64These and other factors may cause the market price and demand for shares of our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could significantly harm our business, profitability and reputation.

~~Relocations~~We ~~Services~~do ~~Competition~~ not anticipate paying any dividends for the foreseeable future.

AWe ~~variety~~do not intend in the foreseeable future to pay any dividends to holders of ~~industry~~our ~~competitors~~common ~~have~~stock. ~~emerged~~We currently intend to ~~serve~~retain our future earnings, if any, for the ~~relocation~~foreseeable ~~services~~future, ~~market.~~to ~~The~~repay ~~services~~indebtedness ~~these~~and ~~firms~~to ~~provide~~support ~~have~~our ~~evolved~~general ~~from~~corporate ~~services~~purposes. ~~around~~Therefore, ~~their various~~you ~~core~~are ~~competencies~~not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment ~~attempt~~in atshares ~~providing~~of aour ~~complete~~common ~~relocation~~stock ~~service~~will ~~offering~~depend upon any future appreciation in their value. ~~Companies~~There is no guarantee that ~~compete~~shares of our common stock will appreciate in value or even maintain the ~~marketplace~~price ~~include~~at ~~real~~which ~~estate~~our ~~brokers~~stockholders have purchased their shares. However, the payment of future dividends will be at the discretion of our board of directors, subject to applicable law, and will depend on, among other things, our earnings, financial ~~services~~condition, ~~firms~~capital ~~that provide~~requirements, ~~home~~level ~~mortgages~~of indebtedness, ~~accounting~~statutory ~~firms~~and contractual restrictions apply to the payment of dividends and other considerations that ~~entered~~our board of directors deems relevant. Our debt agreements limit the ~~relocation~~amounts ~~services~~available ~~business~~to ~~through~~us ~~providing~~to ~~tax~~pay ~~and~~cash ~~accounting~~dividends, ~~services~~and, to ~~transferring~~the extent ~~employees~~that we require additional funding, ~~moving~~sources ~~companies~~may ~~and~~prohibit the payment of a ~~number~~dividend. See “Dividend Policy.” As a consequence of ~~smaller industry~~these ~~competitors~~limitations ~~who~~and ~~have~~restrictions, ~~created~~we ~~businesses~~may ~~specifically~~not be able to ~~address~~make, or may have to reduce or eliminate, the payment ~~corporate~~of ~~relocation~~dividends ~~market~~on our common stock.

~~Moving~~43 ~~and Storage Industry~~

TheTable moving and storage industry is a significant industry within the broader relocation services industry. Typical services provided to a household include: packing and unpacking; loading and unloading; transporting; and storage of goods, if necessary. The main participants in the North American professional residential moving services industry are: Contents

~~The moving~~If ~~and~~you ~~storage~~purchase ~~industry~~shares inof ~~Europe~~common ~~and~~stock ~~the~~sold ~~Asia~~in ~~Pacific~~this ~~regions is fragmented~~offering, ~~with~~you awill ~~few~~incur ~~large~~immediate ~~suppliers providing the full range of moving~~ and ~~relocation services, and a~~ ~~considerable~~substantial ~~number of smaller, low-cost operators~~dilution.

65The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our pro forma net tangible book value as of , 2014 and assuming an offering price of $ per share, the midpoint of the range set forth on the cover page of this prospectus, you will incur immediate and substantial dilution in the amount of $ per share. See “Dilution.”

44 ~~THE BUSINESS~~

General Table of Contents

~~We are a world leader in the global relocation industry, providing our solutions to a well~~FORWARD-~~established~~LOOKING ~~and~~STATEMENTS diverse customer base. We handle more than 385,000 relocations per year, including transferring corporate and government employees and moving individual consumers. We operate in 43 countries under well-recognized brand names including Allied®, northAmerican®, Global® and SIRVA Relocation in North America, Pickfords® in the U.K., Maison Huet® in France, Scanvan® in Scandinavia and Allied Pickfords in Asia/Pacific. We are redefining the global relocation market by combining our relocation service offerings with our proprietary moving services network on a global basis. This unique combination is driving our growth by addressing our corporate and government customers' needs for a comprehensive service offering with global reach from a single supplier. In addition, we offer a variety of services targeted at meeting the needs of truck drivers, fleet owners and agents, both inside and outside our proprietary agent network

~~Our~~This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of ~~service~~historical ~~offerings~~fact included in this prospectus are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “forecast,” “likely” and other words and terms of similar meaning in connection with any discussion of the ~~following:~~timing or nature of future operating or financial performance or other events.

Global Relocation Solutions		Network Services
Home Sale	High-Value Products Moving	Insurance
Household Goods Moving	Storage	Vehicle Repair and Maintenance
Home Purchase	Office Moving	Group Purchasing Organization
Mortgage Services	Records Management	Fuel and Tire Discount Programs
Expatriate Services	Visa and Work Permits
	Expense Management

The forward-looking statements contained in this prospectus are based on assumptions that we have made in light of our industry experience and our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. As you read and consider this prospectus, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (many of which are beyond our control) and assumptions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual operating and financial performance and cause our performance to differ materially from the performance anticipated in the forward-looking statements. We believe these factors include, but are not limited to, those described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Should one or more of these risks or uncertainties materialize, or should any of these assumptions prove incorrect, our actual operating and financial performance may vary in material respects from the performance projected in these forward-looking statements.

~~The~~Any ~~market~~forward-looking ~~for~~statement ~~relocation~~made ~~and~~by ~~related~~us ~~services~~in isthis ~~large~~prospectus ~~and~~speaks ~~highly~~only ~~fragmented.~~as Weof ~~estimate that~~ the ~~worldwide~~date ~~aggregate~~on ~~annual~~which ~~value~~we ~~of these~~make ~~services~~it. ~~provided~~Factors byor ~~in-house~~events ~~and~~that ~~third-party~~could ~~providers~~cause isour ~~more~~actual ~~than~~operating ~~$50 billion.~~and Wefinancial ~~are~~performance ato ~~leader~~differ inmay ~~the~~emerge ~~outsourced~~from ~~portion~~time ofto ~~this~~time, ~~market. The~~and ~~outsourcing~~it ofis ~~relocation~~not ~~services~~possible ~~has~~for ~~been~~us ~~increasing,~~to ~~driven~~predict byall ~~the~~of ~~administrative~~them. ~~and~~We ~~cost~~undertake ~~efficiencies~~no ~~and~~obligation ~~superior~~to ~~service~~publicly ~~levels~~update ~~offered~~any byforward-looking statement, ~~outside~~whether ~~providers.~~as Wea ~~believe~~result ~~that,~~of ~~over~~new ~~time~~information, ~~third~~ ~~party~~future ~~providers~~developments ~~will~~or ~~continue~~otherwise, toexcept ~~increase~~as ~~their~~may ~~share~~be ofrequired ~~corporate~~by ~~relocation spending~~law.

~~Our financial~~45 results reflect our ability to increase profitability even in a difficult economic environment. For the twelve months ended June 30, 2003, we had operating revenues and operating income of $2.3 billion and $104.4 million, respectively. These represent increases of 7% and 48% over our operating revenues and income from operations for the twelve month period ended June 30, 2002, resulting from a combination of internally generated and acquisition growth.

Our businessTable operatesof in four segments: Relocation Solutions—North America, Relocation Solutions—Europe & Asia Pacific, Network Services and Transportation Solutions. We sometimes refer to our Contents

66USE OF PROCEEDS

~~Relocation~~We estimate that the net proceeds to us from this offering will be approximately $ million ~~Solutions—North~~based ~~America~~on public offering price of $ per share, which is the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and ~~Relocation~~commissions ~~Solutions—Europe~~and &estimated expenses ~~Asia~~payable ~~Pacific~~by ~~Segments~~us ~~together~~in asconnection ~~Global~~with ~~Relocation~~this ~~Solutions~~offering.

~~Income~~We ~~from~~intend ~~Operations~~to byuse ~~Segment~~approximately ~~for~~$ of the ~~twelve~~net ~~months~~proceeds ~~ended~~from ~~June~~this ~~30,~~offering ~~2003~~to ~~Income~~redeem ~~from~~all ~~Operations~~of byour ~~Geography~~outstanding ~~for~~Series ~~the~~A ~~twelve~~Preferred ~~months~~Stock, ~~ended~~including ~~June~~accumulated 30dividends, ~~2003~~and to use the remainder for general corporate purposes.

~~Global~~A ~~Relocation~~$1.00 ~~Solutions~~ increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

We ~~offer~~will anot ~~comprehensive~~receive ~~suite~~any ofproceeds ~~relocation~~from ~~solutions to our more than 2,500 corporate and government customers around~~ the ~~world,~~sale ~~providing a wide variety~~ of ~~services~~shares ~~including the sale~~ of ~~employees'~~common ~~homes,~~stock ~~movement~~by ofthe ~~their~~selling ~~household goods~~stockholders, ~~purchase~~including offrom ~~their~~any ~~new~~exercise ~~homes~~by ~~and~~the ~~provision~~underwriters of ~~destination~~their ~~services.~~option ~~In addition, we provide our corporate customers with moving services for products that require special handling and constant monitoring due~~ to ~~their~~purchase ~~high~~additional ~~value~~shares. ~~Our relocation solutions services are provided by a team of over 6,000 employees around the world and a network of agents and other service providers.~~

~~While most~~46 of the corporate relocations originate from the U.S. and the U.K., our relocation services are provided through our operating centers throughout the world to meet the global relocation needs of our corporate customers: five in the U.S., four in the UK, two in Australia and one in Hong Kong. In each of these locations, our customer service and account management personnel interact with our corporate clients and their transferring employees on a regular basis.

Our movingTable servicesof for our corporate, military/government and consumer markets are provided through our worldwide proprietary agent network. Our corporate, military/government and consumer businesses around the world completed approximately 155,000, 46,000 and 186,000 relocations in 2002, respectively. Contents

~~In North~~DIVIDEND ~~America,~~POLICY we provide our moving services through our proprietary branded network of 785 agents who own the trucks and trailers used in moves and are responsible for packing, hauling and storage and distribution of household goods. We act as a network manager for our agents, providing, among other things, brand management, load optimization, billing, collection and claims handling. Outside of North America, we provide moving services through a network of company-owned and agent-owned locations in Europe and the Asia Pacific region.

We ~~Relocation~~do ~~Services~~ not intend to pay cash dividends on our common stock in the foreseeable future. We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock depends on cash dividends and distributions and other transfers from our subsidiaries. The declaration and payment of dividends is subject to the discretion of our board of directors, subject to applicable law, and depends on various factors, including our net income, financial condition, cash requirements, future prospects and other factors deemed relevant by our board of directors. The amounts available to us to pay cash dividends are also restricted by the terms of our debt agreements. See “Description of Certain Indebtedness.”

WeIn ~~meet~~addition, ~~the~~under ~~needs~~Delaware law, our board of ~~transferees~~directors ~~with~~may adeclare ~~full~~dividends ~~suite~~only to the extent of ~~customer-focused~~our surplus (which is defined as total assets at fair market value minus total liabilities, ~~innovative~~minus ~~service~~statutory ~~offerings~~capital) ~~coupled~~or, ~~with~~if athere ~~proprietary~~is ~~global~~no ~~fulfillment~~surplus, ~~network.~~out ~~These services~~of ~~include:~~our net profits for the then current and/or immediately preceding fiscal year.

~~Home~~Any ~~Sale. On~~future ~~behalf~~determination ofto ~~our~~pay ~~corporate~~dividends ~~customers, we~~ will ~~value~~be ~~and~~at ~~arrange for~~ the ~~sale~~discretion of aour ~~transferring~~board ~~employee's~~of ~~home. In some cases~~directors, weand will ~~provide~~take aninto ~~advance~~account: ~~on the equity in the home enabling the employee to purchase a new home before the existing one is sold. In addition, under some~~

67• restrictions in our debt instruments;

~~programs if~~• angeneral ~~employee's~~economic ~~house~~business ~~is not sold within a specified timeframe, we purchase the existing house and continue to market the property until it is sold.~~ conditions;

~~Traditionally, relocation~~• ~~services~~our ~~companies~~capital ~~have~~requirements ~~offered this service on a cost-plus basis. In exchange for a fee plus a margin on costs incurred, they agree to purchase~~ and ~~resell~~ ~~an employee's home. Any loss on~~ the ~~home~~capital ~~sale~~requirements ~~and all holding costs incurred while the house is "in inventory," including a cost~~ of ~~funds~~our ~~on the equity advance and the mortgage servicing costs, are borne by the corporate customer.~~ subsidiaries;

~~While we~~• ~~offer this traditional pricing model to customers, we also offer a differentiated product providing all these services to~~ our ~~U.S.~~financial ~~corporate~~condition ~~customers for a fixed fee, set as a percentage of the transferee's home value. In these cases, we take responsibility for all costs in the home sale process~~ and ~~under~~results some programs agree to purchase the home for our own account if it is not sold within a time frame agreed upon with the corporate customer. If we take a home into inventory, which, in our experience, has occured in less than 10% of cases, we either continue to service the mortgage until the home is sold or, in the case of government service agencies and some corporate clients, we immediately pay off the mortgage. We have a comprehensive and sophisticated process for minimizing our risk and cost of running the fixed fee offering and have experienced minimal losses over the history of the program. We believe this model better aligns our interests with those of our customer, as it is in our mutual interests to avoid holding houses in inventory for long periods of time and incurring losses on resale. Our fixed-fee product has grown at a significant rate, and now represents nearly 50% of our corporate relocations. operations;

~~Home~~• ~~Purchase. Through~~the ~~our~~ability ~~network~~ of ~~affiliated~~our ~~independent~~operating ~~real~~subsidiaries ~~estate brokers, we assist corporate transferees in locating a new home at the destination location. We provide this service at no cost~~ to ~~the~~pay ~~corporation,~~dividends ~~but receive a referral fee from the real estate broker for any home purchase. We actively monitor~~ and ~~rate~~ ~~our~~make ~~real~~distributions ~~estate brokers~~ to ~~ensure~~us; ~~cost-effective high-quality service.~~ and

~~Mortgage~~• ~~Origination. We~~such ~~provide~~other ~~mortgage~~factors ~~services~~as to our ~~customers'~~board ~~transferees, underwriting the mortgage for a transferee's home purchase. Before a mortgage is underwritten, we obtain the agreement~~ of ~~one~~directors ofmay ~~various~~deem ~~third-party financial institutions to purchase the mortgage from us~~relevant. There is a processing lag of 20–30 days between the time we write the mortgages and complete the sale. During this time, the mortgages are carried as current assets and are financed through our mortgage warehouse facility. For the twelve months ended June 30, 2003, we closed approximately $650 million of mortgages.

~~Destination~~47 Services. We assist corporations in making relocations more successful for the transferee by providing a range of services that reduces the inconvenience of assignments to transferees and facilitates their integration into the new locale. These services include city orientation, school selection, visa and immigration management, language and cultural training and other services. In most cases, we contract with third party providers to deliver these services and receive a referral fee.

RelocationTable Program Administration. We offer our corporate customers complete outsourcing of the administration of employee relocation programs, providing expense tracking, compliance and reporting, tax reporting and payroll interface services. We can aggregate data across all of a corporation's relocations, providing clients a valuable overview of their relocation programs and expenses and suggest ways to cut costs and improve services. Contents

~~Move~~CAPITALIZATION Management. We provide move management services to corporate transferees, coordinating the packing, storage and moving of a transferee's household goods, and providing complaint handling and claims assistance. We either provide these services through our own fulfillment network, described below under "—Household Goods Moving Services," or, at a corporate customer's election, through a non-SIRVA moving company.

68The following table sets forth our cash and cash equivalents and consolidated capitalization as of December 31, 2013:

~~We provide~~• ~~all~~on ofan ~~these~~actual ~~relocation~~basis; ~~services through operating centers located around the world: five in the U.S. (Chicago, Denver, Connecticut, Minneapolis~~ and Cleveland), four in the U.K., two in Australia and one in Hong Kong. We have a staff of over 350 key account managers and relocation managers who deal with our clients and their transferees continuously. Speaking more than 30 languages and representing many nationalities, this staff coordinates our extended network of service providers, including moving services companies, real estate brokers, appraisers and destination service providers.

~~Most corporate~~• ~~clients~~on ~~prefer~~ a ~~streamlined~~pro ~~communication~~forma ~~process~~as ~~between~~adjusted ~~ourselves~~basis ~~and~~to ~~their~~give ~~human~~effect ~~resource~~to ~~managers~~(i) ~~who~~a ~~handle~~-for-1 ~~employee~~stock ~~relocations.~~split Wefor ~~have~~our ~~account~~common ~~managers~~stock ~~who provide~~prior ~~this~~to ~~single~~the ~~point~~consummation of ~~contact~~this ~~with~~offering ~~our~~and ~~clients.~~(ii) ~~For~~the ~~individual~~sale ~~transferring~~of ~~employees,~~shares weof ~~provide~~our ~~the~~common ~~full~~stock ~~range~~in ofthis ~~relocation~~offering ~~services~~and ~~through~~the aapplication ~~lead~~of ~~relocation~~the ~~counselor~~net ~~who~~proceeds ~~draws~~received onby ~~other specialists~~us from this offering as ~~needed~~described ~~during~~under ~~the~~“Use ~~relocation~~of ~~process~~Proceeds. ”

This ~~Household~~table ~~Goods~~should ~~Moving~~be ~~Services~~ read in conjunction with “Use of Proceeds,” “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Description of Capital Stock” and our financial statements and the related notes thereto included elsewhere in this prospectus.

In 2002, we handled approximately 155,000, 46,000 and 182,000 corporate, military/government and consumer relocations, respectively. Through our Allied, North American and Global branded networks in the U.S.; Pickfords, Scanvan and Maison Huet in Europe and Allied Pickfords in Asia/Pacific, we provide domestic and international household goods, packing, storage and moving services. We have a leadership position in the moving services industry around the world. Our Allied® and northAmerican® trademarks are considered two of the most valuable brand names in the moving services industry and are consistently ranked by the Gallup polls among the top moving companies in terms of brand recognition and customer satisfaction.


	As of December 31, 2013
	Actual			Pro Forma As Adjusted⁽¹⁾
	(in millions, except share data)
Cash and cash equivalents	$	28.0		$

Long-Term Debt:
Term Loan⁽²⁾	$	289.3		$
ABL Revolver⁽³⁾		—
Capital lease obligations		3.5
Other debt		1.2

Total long-term debt, including current portion	$	294.0		$

Stockholders’ Equity:
Series A preferred stock, $0.01 par value; 1,000,000 shares authorized; 99,444 shares issued and outstanding, actual; shares issued and outstanding pro forma		—
Common stock, $0.01 par value; 4,000,000 shares authorized; 1,073,146 shares issued and outstanding, actual; shares issued and outstanding pro forma		—
Additional paid-in-capital		116.6
Accumulated other comprehensive loss		(37.5	)
Accumulated deficit		(256.1	)

Total stockholders’ deficit		(177.0	)

Total capitalization	$	117.0		$

~~In North~~(1) ~~America,~~Assuming ~~our household goods relocation services are primarily provided through our network of branded agents. Agents are independently owned local moving companies that provide customers with~~ the ~~local~~number ~~packing, warehousing and the majority~~ of ~~the~~shares ~~hauling~~sold ~~required~~by tous ~~support household moves anywhere~~ in ~~the~~this ~~world.~~offering ~~Most~~remains of the ~~equipment~~same ~~used~~as inset ~~our~~forth ~~moving~~on ~~operations~~the iscover ~~owned by our network of agents and their drivers. We~~page, ~~in turn, provide our agents with~~ a broad range of services including identification and coordination of hauling capacity, coordination of shipments, optimization of capacity, sophisticated transportation and logistics technology, brand management and a variety of other marketing services$1.00 Inincrease ~~exchange~~or ~~for~~decrease ~~providing~~in ~~these services to~~ the ~~agents,~~assumed ~~we retain~~initial apublic ~~portion~~offering ofprice ~~the~~would ~~operating~~increase ~~revenue associated with an international~~ or andecrease, ~~interstate~~as ~~move;~~applicable, weour ~~earn~~pro noforma ~~operating~~total ~~revenues~~capitalization onby ~~most~~approximately ~~intrastate~~$ ~~moves~~million.

69(2) Our Term Loan provides for $300.0 million in borrowing and matures in 2019. See Note 7 “Long-term Debt” to the Company’s audited financial statements included elsewhere in this prospectus and “Description of Other Indebtedness.”

~~In Europe~~(3) ~~and~~Our ~~Asia,~~ABL weRevolver ~~provide~~provides ~~household~~for ~~goods~~$50.0 ~~relocation~~million ~~services~~in borrowing, ~~office~~subject ~~and~~to ~~industrial~~borrowing ~~moving~~base limitations, ~~records management~~ and ~~storage~~matures ~~through~~in a2018. ~~combination~~See ofNote ~~our~~7 ~~company~~“Long-~~owned~~term ~~locations,~~Debt” ~~our proprietary~~to ~~agent~~the ~~network~~Company’s ~~and~~audited ~~our~~financial ~~network~~statements ofincluded ~~affiliated~~elsewhere ~~preferred~~in ~~providers.~~this Weprospectus ~~own~~and a“Description ~~majority~~ of ~~the~~Other ~~fulfillment~~Indebtedness.” ~~assets~~Our inborrowing ~~the~~capacity ~~U.K.~~depends, ~~France~~in part, ~~Benelux~~on inventory, ~~Australia~~accounts receivable and ~~New~~other ~~Zealand~~assets that fluctuate from time to time and ~~utilize~~may anfurther ~~agent network~~depend inon ~~the~~lenders’ ~~rest~~discretionary ofability ~~Continental~~to ~~Europe,~~impose ~~Scandinavia~~reserves and ~~Asia.~~availability blocks and to recharacterize assets that might otherwise incrementally increase borrowing availability.

~~Agent~~48 Network. The agents own most of the assets associated with operating their local moving and storage business (warehouse(s), tractors, trailers and associated other packing and moving equipment) and in many instances have contracts with owner/operators or have hired employee drivers to bring hauling capacity to the network.

We haveTable established, long-term relationships with our branded agent network, which on an individual basis have often extended to a multi-generation affiliation with us. The relationship with the agent network is governed by an agency contract which defines the terms and conditions of their exclusive representation of us on all interstate household goods shipments, as well as the compensation structure for services provided. While we enter into certain short-term contracts, we will often enter into long-term contracts, which extend from 3 to 12 years in length, with selected agents. This process provides security to both parties, and also ensures us long-term representation and operating revenues in key markets. We have long-term contracts in place with agents who represent approximately 83% of the 2002 operating revenues for our moving services business in the U.S. As a result of these arrangements, we have historically experienced relatively low agent turnover. No one agent accounted for more than 2% of our operating revenues in 2002. Contents

~~Owner/Operators. Owner/operators~~DILUTION are independent contractors who work with us and agents and provide household goods and specialty transportation fulfillment services. They own the trucks and provide the labor needed to service customer moves. Across our entire network, there are approximately 2,112 owner/operators contracted, almost exclusively by agents, in household goods relocation, and 941 owner/operators contracted by us in specialized transportation.

If ~~Customers~~ you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of common stock and the pro forma net tangible book value per share of our common stock upon the consummation of this offering and the use of proceeds therefrom. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to our existing investors.

WeOur ~~serve~~pro aforma ~~diverse~~net ~~range~~tangible book value as of ~~customers~~December 31, ~~around~~2013 ~~the~~would ~~world~~have been approximately $ , ~~including~~or ~~small~~$ per share, ~~medium~~of ~~and~~our ~~large~~common ~~corporations,~~stock. ~~military~~Pro ~~and~~forma ~~government~~net ~~agencies~~

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