As filed with the Securities and Exchange Commission on July 21, 2014

Registration No. 333-194848

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 4

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SIRVA, Inc.

(Exact name of registrant as specified in its charter)

Delaware

4700

52-2070058

(State or Other Jurisdiction of

Incorporation or Organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

One Parkview Plaza

Oakbrook Terrace, IL 60181

(630) 570-3050

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Thomas Oberdorf

Chief Financial Officer

One Parkview Plaza

Oakbrook Terrace, IL 60181

(630) 570-3050 (Phone)

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

Copies to:

Alexander D. Lynch, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, 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)

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨

If this Form is 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. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨

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. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (3)
Common stock, $0.01 par value	13,296,875	$17.00	$226,046,875.00	$29,114.84

(1)	Includes shares of common stock that may be purchased by the underwriters to cover overallotments, if any.

(2)	Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(3)	Of this amount, $22,540 of the registration fee has been previously paid.

The Registrant hereby 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 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Dated July 21, 2014

11,562,500 Shares

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SIRVA, Inc.

Common Stock

SIRVA, Inc. is offering 11,562,500 shares of common stock. 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 $15.00 and $17.00 per share.

We have applied to list our common stock on the NASDAQ Global Select Market (“Nasdaq”) under the symbol “SRVA.”

Investing in our common stock involves risks. See ‘‘Risk Factors’’ beginning on page 22.

Price $ A SHARE

Price to

Public

Underwriting
Discounts

and
Commissions(1)

Proceeds to
SIRVA

Per share

Total

(1)

We refer you to “Underwriting” beginning on page 161 of this prospectus for additional information regarding underwriter compensation.

We have granted the underwriters the right to purchase an additional 1,734,375 shares of common stock from us at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to purchasers on or about , 2014.


MORGAN STANLEY		GOLDMAN, SACHS & CO.			J.P. MORGAN


		BAIRD		WILLIAM BLAIR

, 2014.

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TABLE OF CONTENTS


	Page
Summary		1
Risk Factors		22
Forward-Looking Statements		46
Use of Proceeds		47
Dividend Policy		48
Capitalization		49
Dilution		50
Selected Historical Financial Data		51
Management’s Discussion and Analysis of Financial Condition and Results of Operations		53
Business		94
Management		117
Executive and Director Compensation		124


	Page
Certain Relationships and Related Person Transactions		145
Principal Stockholders		149
Description of Certain Indebtedness		151
Description of Capital Stock		154
Shares Eligible for Future Sale		156
Material U.S. Federal Income Tax Considerations for Non-U.S. Holders		158
Underwriting		161
Legal Matters		168
Experts		168
Where You Can Find More Information		168
Index to Financial Statements		F-1

You should 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 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 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 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.

Trademarks and Trade Names

We own or have the rights to use various trademarks, service marks and trade names referred to in this prospectus, including, among others, SIRVA, SIRVA Relocation, Allied, northAmerican, iMove.com and their respective logos. Solely for convenience, we refer to trademarks, service marks and trade names in this prospectus without the ™, ^SM and ^® symbols. Such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted by law, our rights to our trademarks, service marks and trade names. Other trademarks, trade names or service marks appearing in this prospectus are the property of their respective owners.

Market and Industry Information

Market data 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 surveys and publications and other publicly available information prepared by a number of sources, including IBISWorld Inc., Information Week, PwC Talent Mobility 2020, Workforce Management, Worldwide 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. 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 degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors,” “Forward-Looking Statements” and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by 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 a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that you should consider before investing in our common stock. You should read this entire prospectus, including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto before making an investment decision. Unless otherwise stated in this prospectus, references to “we,” “our,” “us,” “SIRVA” and the “Company” and similar terms refer to SIRVA, Inc. and its consolidated subsidiaries.

Our Company

We 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 more than 1,800 customers, including approximately 28% of the Fortune 500 and two-thirds of the Dow Jones 30.

We play a valuable role as the outsource partner for corporations and government institutions, providing an end-to-end solution that we believe offers an overall enhanced mobility experience, program control and security for our customers, the relocating employee (the “transferee”) and the transferee’s family. We provide a suite of over 50 distinct mobility services, including relocation assistance and moving services. We enable our corporate and institutional customers to outsource their mobility needs, allowing them to focus on executing their strategies and enhancing their productivity. In 2013, we executed over 280,000 mobility events for our corporate, government and consumer customers. Our approximately 2,500 employees, located both within our offices and on-site within our customers’ human resources departments, provide a customized solution for each transferee.

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 and an over 99% retention rate for our corporate and government institution customers in our Australia segment. We have not historically tracked customer retention rates in our Europe, Asia and Emerging Markets segment as this information would not be a meaningful performance indicator due to the small size of this segment.

A transfer 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 relocation services, or mobility solutions, are provided by us and our network of third-party providers, and our moving services, or mobility networks, are provided through an agent network in the United States and Canada and through exclusive franchise relationships in certain foreign countries.

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

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Our 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.

Our technological capabilities are core to our business model and customer value proposition. Our technology team has 140 employees and a dedicated IT expenditures budget. We utilize leading technology to provide everyone involved in a mobility event—from the human resources department, the transferee and the transferee’s family to our agents/franchises and third-party providers—with a secure connection to our flexible technology network. Our technological capabilities have been acknowledged by our customers and their technology experts. In 2013, we were named on the Information Week 500 list of Top Technology Innovators, an annual listing of the most innovative corporate users of business technology in the United States across all industries, for the 11th consecutive year, earning the #126 position.

support teams. We measure both our customers’ and each transferee’s satisfaction with our services. The transferee’s satisfaction is measured through surveys solicited during the mobility event and upon the conclusion of the mobility event. Our corporate customers’ satisfaction is measured through surveys and reviews with the corporate human resources department.

Over the period from 2008 to 2013, we completed a series of business initiatives designed to improve our financial performance. These initiatives included implementing new policies intended to improve our risk management, focusing on an asset-light strategy, hiring a new management team, divesting non-core businesses that were not directly related to providing mobility services, and lowering our indebtedness.

Approximately 60% of our 2013 service revenue was derived from contracts with our corporate customers and military and government institutions, which generally have durations ranging from one to four years. Approximately 40% of our 2013 service 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 3.1% of our service revenue in 2013 and our top ten customers accounting for approximately 17% of our service revenue in 2013.

Between 2009 and 2013, we increased our service revenue from $1,121.5 million to $1,464.5 million, Net Service Revenue from $337.4 million to $456.8 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 service revenue was $1,380.5 million, $1,450.8 million and $1,464.5 million, respectively, Net Service Revenue was $422.7 million, $441.4 million and $456.8 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 the quarter ended March 31, 2014, our service revenue was $284.6 million, Net Service Revenue was $95.9 million, Adjusted EBITDA was $7.7 million and net loss was $(5.7) million. For information on how we define Adjusted EBITDA and Net Service Revenue and reconciliations of net income (loss) to Adjusted EBITDA and service revenue to Net Service Revenue, see “—Summary Historical Financial and Other Data.”

Our Market Opportunity

Mobility Services are Critical for Talent Management

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.

Trend Toward Outsourcing Mobility Services

In 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 Growing Global Market

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.

U.S. Market

The 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.

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Relocation Services. IBISWorld Inc. (“IBISWorld”) estimates that the market for U.S. relocation services will be $12.5 billion for 2014 and is forecasted to grow at an annualized rate of 5.6% from 2014 to 2019 to a total of $16.4 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 the second largest U.S. market share in 2013.

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Moving Services. IBISWorld estimates that the market for U.S. moving services was $15.5 billion market for 2014 and is forecasted to grow at an annualized rate of 2.0% from 2014 to 2019 to a total of $17.1 billion. Moving services include moving, valuables protection, records management and storage, integrated logistics and information services and other value-added services. According to the American Moving and Storage Association (“AMSA”), we had a 29% U.S. market share for interstate moves in 2013 among companies that self-report to AMSA.

International Markets

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.

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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.

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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.

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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.

There can be no guarantee that the U.S. or international mobility services markets will continue to grow or that our revenue will increase as a result of any future growth in the mobility services market. See “Risk Factors—Risks Related to Our Business and Industry—Our efforts to expand into new geographic markets may not be successful.”

Competitive Landscape

The mobility services industry is characterized by several well-established competitors. The substantial start-up costs associated with establishing the required infrastructure, establishing a global reach, building an extensive agent network and 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 foreign markets and mobility-related local expertise, thereby limiting the risk that the industry will be subject to the introduction of disruptive technologies or that existing providers can be replaced by low-cost, off-shoring business models.

Corporate Lump Sum

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.

Do-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 service 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.

Differentiated Delivery Model

We place great value in offering an 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 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.

Our independently owned agent network performs the moving and related services that we offer to our customers located in the United States 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 is 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 customers in these locations. In contrast, our agents own and manage these assets required to execute and deliver moving services. They maintain their own fleet of transportation vehicles and real estate portfolio of 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 following graphic illustrates examples of the services we provide to our agent network and the activities that are performed by our agent network:

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Competitive Strengths

The following is a description of the competitive strengths that have helped establish us as a leading global mobility service provider:

Our Broad Suite of Service Offerings

We provide an end-to-end mobility solution for our customers. We take ownership of the key aspects of our customers’ global mobility programs and deliver over 50 distinct service offerings through our in-house experts, our network of exclusive agents and franchises and our third-party providers. Our broad suite of services enables us to provide a customized solution for each mobility event, including transferee-specific services at origin, moving of household goods and destination services, and in the case of an international relocation, on-going expatriate services during the foreign assignment.

Our Global Scale

We provide services across six continents and in over 170 countries. We serve more than 1,800 corporate customers globally, including 28% of the Fortune 500 and two-thirds of the Dow Jones 30. We operate two of the four largest nationally recognized moving network brands in the United States—Allied and northAmerican—which are leveraged across a network of 419 third-party agents in the United States and Canada. Internationally, we provide moving services under our Allied brands.

Our Local Delivery and Execution

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 ability to provide select services directly through our in-house experts to control sensitive aspects of a relocation. For example, our employees provide increased safety for the transferee’s 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.

Our Decades of Experience

We believe our expertise in mobility services and our extensive global experience servicing the corporate human resources departments of Global Fortune 500, mid-size companies and small businesses enables us to accurately anticipate the complexities inherent in any mobility event. We typically review and update our customers’ mobility policy as a key aspect of on-boarding a new customer. We apply our expertise to establish our proprietary mobility processes and robust technological capabilities, and combine them with our employees’ knowledge of, and experience in, the complex technical, logistical and technological components in mobilizing talent around the world. Our employees are highly trained, and our team of relocation and moving experts includes individuals who hold the Certified Relocation Professional designation and the Global Mobility Specialist designation, each granted by Worldwide ERC, and who are certified public accountants and licensed real estate brokers. In addition to providing an enhanced transferee experience and better control, we believe our expertise reduces the 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 to an unforeseen visa issue or tax compliance problems in the United States or a foreign country due to inaccurate reporting.

A Leading Technology Capability

Our 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.

Our Well-Recognized Global Brands

We market the SIRVA brand to human resource professionals globally. We also own two of the top brands in moving services in the United States and Canada—Allied and northAmerican. According to the 2013 Workforce Management Relocation Hotlist, SIRVA held a 19% share globally in relocation services in 2013. In 2013, we were a market leader in U.S. relocation services according to IBISWorld.

Management Team

The core values of our leadership team are integrity, collaboration, customer service and capital efficiency. Our leadership team has a diverse set of management experiences from companies including General Electric, McKinsey & Company, AlliedSignal, Getty Images, Prudential Financial, Xerox, Ricoh, Motorola and Dell Inc. Both our CEO, Wes Lucas, and our CFO, Tom Oberdorf, have over 14 years of experience in their respective roles. Since Mr. Lucas joined us in 2008, Net Service Revenue has grown from $337.4 million to $456.8 million over the period from 2009 to 2013, which represents a compound annual growth rate (“CAGR”) of 8%, and Adjusted EBITDA has grown from $13.9 million to $76.8 million over the period from 2009 to 2013, which represents a CAGR of 53%. Additionally, over the period from 2009 to 2013 our service revenue has grown from $1,121.5 million to $1,464.5 million and our results have improved from a $(78.0) million net loss to $9.7 million in net income. For the quarters ended March 31, 2013 and 2014, our service revenue increased from $280.6 million to $284.6 million, our Net Service Revenue declined from $98.1 million to $95.9 million, our net loss improved from $(14.9) million to $(5.7) million and our Adjusted EBITDA improved from $6.8 million to $7.7 million.

Growth Strategies

We intend to capitalize on our leading position in mobility services and our global scale to increase revenue, enhance our profitability and maximize the return on investment for our stockholders. We seek to achieve these objectives by executing on the following key strategies:

Grow Market Share and Win New Customers

We intend to leverage our leading market position, global presence, well-recognized brands, broad service offering and commitment to delivering a high-quality of service to grow our market share and win new customers. Our recently implemented sales and marketing initiatives, including an expanded sales team, a new global sales strategy, targeted marketing efforts and new agent/franchise sales process will be integral in 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, we won four out of the five largest requests for 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 win business 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 and an over 99% retention rate for our corporate and government institution customers in our Australia segment.

Expand Globally

We believe there are growth opportunities in Asia, the Middle East, South America and Africa as corporations in these markets continue to expand their global reach, increasing their need for global mobility services, and as U.S. and European multinational corporations continue to focus on growing in these regions. We have an extensive agent/franchise network in these regions, including 85 locations in Asia Pacific, 113 locations in Africa and the Middle East and 63 locations in Central America and South America. In addition, we have 51 company-operated locations in Asia Pacific, three locations in Africa and the Middle East and two locations in Central and South America. In 2012, we hired a team of mobility professionals to lead our growth efforts in Asia, and we have been focused on strengthening our market position in significant emerging markets for mobility services in that region, 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 further strengthen our ability to serve these markets. We are also planning to expand our service offerings in key markets, including offering new immigration services in Malaysia, new destination services in the United Arab Emirates and relocation services in Qatar, where we currently only offer moving services. Immigration services

include VISA and work permit requirements relating to a mobility event, and destination services include expat home or rental finding, payroll, area orientation and school search.

We are also targeting expansion of our business in Europe. We believe that we can leverage our existing European mobility infrastructure, consisting of 171 agent/franchise locations and two company-operated offices in 42 countries, which we have developed to serve our U.S.-based customers, to market to these European-headquartered companies. We are also investing in sales and marketing capabilities in the region to expand our customer base. For example, in March 2014, we hired a mobility professional with over 30 years of experience in the global mobility industry to lead our European operations. During 2012 and 2013, we had success winning business with three large European-headquartered customers. In addition, in March 2014, we acquired InHouse Relocation GmbH (“InHouse”), a German mobility company, to grow our position in Germany.

Increase “Share of Wallet” with Current Customers

Our broad service offerings provide an opportunity to cross-sell our diverse suite of services. Our team of dedicated experts works closely with our customers and their transferees to understand their individual needs at every stage of the relocation process and to identify areas where we can increase the quantity and depth of services that we provide to our customers and their transferees. We believe we are positioned to leverage the breadth of our mobility services to expand the scope of our work with a particular customer in a variety of ways. For example, once we have established a relationship with our customers, our account managers seek to add services to the contract, such as our visa services. Our moving counselors also offer transferees additional services during the relocation and at their destination location.

Continue New Product Development

We intend to continue to develop and market new technologies and tools that are designed to solidify our market position, expand our customer base, convert internet leads into revenue generating opportunities and be more responsive to our customers’ 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.

Expand Into Adjacent Markets

We are continuously looking for opportunities to enter adjacent markets and capture new business. In October 2013, we launched the LumpSum Xpress Marketplace, targeting individual transferees who receive a lump sum payment to relocate and 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 global network of agents, franchises and third-party providers 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. We believe that the LumpSum Xpress Marketplace enables our customers’ human resources departments to offer their 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.

We are also targeting the estimated $7.0 billion self-storage market and the multi-billion dollar self-moving market and believe that our March 2014 acquisition of SMARTBOX Portable Self Storage (“SMARTBOX”), a DIY moving and storage company, provides a platform for the expansion of our mobility solution into these DIY markets. We believe the SMARTBOX acquisition will allow us to expand our mobility service offering to our corporate customers that want to provide a DIY option to their employees and to consumers looking for a more economical moving and storage option.

Improve Productivity and Operations to Increase Margins

We continually seek to 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 have focused on productivity improvements that we believe have positioned us to improve our operating efficiency. We are upgrading our IT systems and modernizing our operating system, installing GPS tracking devices on our agent’s trucks to enable network optimization and automating sales systems to enhance pricing capabilities and invoice processing. From 2009 to 2013, we reduced selling, general and administrative expense as a percent of Net Service Revenue from 54% to 40%, and Adjusted EBITDA as a percent of Net Service Revenue grew from 4% to 17% over this same period. From 2012 to 2013, we reduced selling, general and administrative expense as a percent of Net Service Revenue from 42% to 40%, and Adjusted EBITDA as a percent of Net Service Revenue grew from 15% to 17% over this same period. We believe that there is potential to further increase our productivity.

We continue to have a significant amount of debt (approximately $291.4 million of outstanding long-term debt and $40.6 million of outstanding short-term debt as of March 31, 2014). Our significant debt may limit the availability of financial resources to pursue the growth strategies discussed above, and there can be no guarantee that any of the growth strategies described above will result in increased revenue and profits.

Revenue Model

LOGO

The primary driver of our revenue is initiations, which represent the volume of transferees and families engaging in a mobility event with us. A mobility event can last anywhere from a month to several years. The average revenue per initiation varies depending on the complexity of the mobility event and the number and mix of services utilized. The revenue per initiation includes fees paid by the transferee, 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 earn fees for both the relocation of the transferee and their family from one location to another and also for the destination services we provide, which include visa, corporate housing, cultural training, language 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.

In our Mobility Networks segment, initiations are domestic or international in nature. The average revenue per initiation is a function of the mix of services required by the transferee. International initiations are typically the highest revenue per initiation due to more services needed by the transferee. We recognize revenue invoiced to the transferee and incur costs (purchased transportation expense, or “PTE”) for services provided by our agent/franchise network.

We are the sole contractor used for the program management of relocation services to most of our corporate customers in our Mobility Solutions segment. Our periodic conversations with human resource teams regarding their budgets for mobility events provide an indication of our future revenue, as corporate expenditure on relocation generally follows budget allocations and the corporate programs for employee benefits are difficult to change. These characteristics of our business model, combined with our high customer retention rate, provide us with visibility into our future business performance.

Recent Developments

Although our financial results for the three months ended June 30, 2014 are not yet finalized, the following information reflects our preliminary estimates with respect to such results based on information currently available to management:

•

We estimate that our total service revenue will be at least $377 million and Net Service Revenue will be at least $122 million for the three months ended June 30, 2014.

•

We estimate that net income will range between $7 million and $8 million for the three months ended June 30, 2014.

•

We estimate that Adjusted EBITDA will range between $23 million and $24 million for the three months ended June 30, 2014.

Net Service Revenue and Adjusted EBITDA are financial measures that are not calculated in accordance with U.S. GAAP. For a discussion of our presentation of Net Service Revenue and Adjusted EBITDA, see footnotes 2 and 3, respectively, to “—Summary Historical Financial and Other Data” beginning on page 18 and 19 of this prospectus. We encourage you to review our financial information in its entirety and not rely on a single financial measure.

The following table sets forth preliminary estimated adjustments to net income that we used to estimate Adjusted EBITDA for the three months ended June 30, 2014.


	Three Months Ended June 30, 2014
	(in millions)
Interest expense, net	$	6.7
Income tax expense		1.5
Depreciation and amortization expense		6.0
Restructuring and impairment expense		0.3
Severance and other cost-savings initiative expenses		0.1
Pension expense		0.3
Mortgage repurchases and reinsurance gains		(0.1	)
Acquisitions and new location related costs		0.2
New customer related costs		1.1
Foreign exchange losses		0.1
Stock compensation		0.2
Income from discontinued operations		(0.1	)

The following table sets forth preliminary estimated adjustments to service revenue that we used to estimate Net Service Revenue for the three months ended June 30, 2014.


	Three Months Ended June 30, 2014
	(in millions)
Purchased transportation expense	$	(254.6	)
Losses on home sales		(0.6	)

This preliminary estimated financial information reflects management’s estimates based solely upon information available to it as of the date of this prospectus and is not a comprehensive statement of our financial results for the three months ended June 30, 2014. In addition, the preliminary estimated financial information presented above has not been audited, reviewed or compiled by our independent registered public accounting firm, Ernst & Young LLP. Accordingly, Ernst & Young LLP does not express an opinion on or any other form of assurance with respect thereto and assumes no responsibility for this information. We have provided ranges for the preliminary estimated financial results described above primarily because our financial closing procedures for the three months ended June 30, 2014 are not yet complete. Our closing procedures for the three months ended June 30, 2014 will not be complete, and our financial results for the three months ended June 30, 2014 will not be publicly available, until after the completion of this offering. The information presented above should not be considered a substitute for such full unaudited financial statements for the three months ended June 30, 2014 once they become available and should not be regarded as a representation by us, our management or the underwriters as to our actual financial results for the three months ended June 30, 2014. The ranges for the preliminary estimated financial results described above constitute forward-looking statements. The preliminary estimated financial information presented above is subject to change, and our actual financial results may differ from such preliminary estimates and such differences could be material. Accordingly, you should not place undue reliance upon these preliminary estimates. Please refer to “Forward-Looking Statements” in this prospectus for additional information. These preliminary results should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes included elsewhere in this prospectus. For additional information, please see “Risk Factors.”

Additionally, we estimate that the annual service revenue attributable to corporate contracts signed during the six months ended June 30, 2014 in our Mobility Solutions and Mobility Networks segments will be approximately $35.0 million once these contracts are fully implemented, which is usually in the second or third year after we enter into the contract. For each of our new corporate contracts, we estimate the amount of annual revenue that will be generated by these contracts. The estimate is based on information that we receive from the customer regarding its historical trends of relocation initiations and its relocation budgets. The amounts represent the estimated annual amount that will be generated by such contracts once they are fully implemented, which is usually in the second or third year after we enter into the contract. Our contracts generally do not provide for any minimum revenue thresholds or required usage levels and may be terminated at will by the customer prior to reaching the expected levels of revenue generation. Accordingly, the actual amount of revenue generated by these contracts may differ materially from such estimates.

Our Principal Stockholders

Following the consummation of this offering, affiliates of Aurora Capital Group (“Aurora”) and Equity Group Investments (“EGI”) are expected to own approximately 41.4% and 21.9% of our outstanding common stock, respectively, or 39.7% and 21.0%, respectively, if the underwriters exercise their option to purchase additional shares in full. As a result, Aurora and EGI will be able to exert significant voting influence over fundamental and significant corporate matters and transactions. See “Risk Factors—Risks Related to this Offering” and “Principal Stockholders.”

Aurora and EGI may acquire or hold interests that compete directly with us, or may pursue acquisition opportunities that are complementary to our business, making such an acquisition unavailable to us. Our amended and restated certificate of incorporation will contain provisions renouncing any interest or expectancy held by our directors affiliated with Aurora and EGI in certain corporate opportunities. For further information, see “Risk Factors—Risks Related to Our Company and Our Organizational Structure—Each of Aurora and EGI independently has substantial control over us and will be able to influence corporate matters with respect to us. Aurora and EGI may have interests that differ from each other and from those of our other stockholders.”

Risks Affecting Our Business

Investing in our common stock involves a high degree of risk. You should consider carefully the risks described in “Risk Factors” before making a decision to invest in our common stock. If any of these risks actually occur, our business, financial condition and results of operations would likely be materially adversely affected. In such case, the trading price of our common stock would likely decline, and you may lose all or part of your investment. Below is a summary of some of the principal risks that we face.

•

We face intense competition in each of our operating segments;

•

We may be affected by adverse conditions in the global economy or in global financial markets;

•

Our customer contracts do not provide for any minimum purchase amounts, and if our customers are not successful, they could decrease the number of initiations or mobility benefits for their employees, and our customers have the ability to terminate their contract with us on short notice;

•

Our growth depends, in large part, on continued growth in outsourcing of mobility services;

•

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

•

We are exposed to risks related to the purchase, ownership, financing and resale of transferred employees’ homes at a loss;

•

We contract to provide our premium home sale product on a fixed percentage basis and inaccurate estimates could materially impact the profitability of these services;

•

We often face a long selling cycle to secure a new contract with our corporate customers, as well as long implementation periods that require significant resource commitments;

•

Our international operations subject us to risks of doing business in foreign countries, including exposure to, and potential fines and other penalties from, anti-corruption laws and export-control regulations, including those promulgated by the Office of Foreign Assets Control (“OFAC”);

•

Our efforts to expand our business into new geographic markets may not be successful;

•

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;

•

Several of our business activities are highly regulated; and

•

Each of Aurora and EGI independently has substantial control over us and will be able to influence corporate matters with respect to us.

Corporate Information

We are a Delaware corporation. SIRVA, Inc. was incorporated on March 29, 1998. Our principal executive offices are located at One Parkview Plaza, Oakbrook Terrace, IL 60181. Our telephone number at our principal executive offices is (630) 570-3050. Our corporate website is www.sirva.com. The information that appears on our website is not part of, and is not incorporated into, this prospectus.

THE OFFERING

Common stock offered by us

11,562,500 shares (13,296,875 shares if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering

39,470,796 shares (41,205,171 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 1,734,375 shares of common stock from us to cover over-allotments, if any. 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 $164.8 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 $16.00 per share, which is the midpoint of the range set forth on the cover of this prospectus. We intend to use approximately $153.2 million 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.

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.”

Directed share program

At our request, Morgan Stanley & Co. LLC (“Morgan Stanley”) has agreed to reserve for sale, at the initial public offering price, up to 250,000 shares of common stock, or approximately 2.2% of the shares offered by this prospectus, for sale to our agent network (the “Agent Participants”). In addition, at our request, Conifer Securities, LLC (“Conifer”), a registered broker-dealer acting as a dealer in connection with the offering, has agreed to administer the sale of up to 187,500 shares of common stock (the “EGI Directed Shares”), or

approximately 1.6% of the shares offered by this prospectus, for sale to parties with whom EGI has relationships (the “EGI Participants”). The EGI Directed Shares will be sold by the underwriters to the EGI Participants at the initial offering price through procedures established and administered by Conifer. If the Agent Participants or the EGI Participants purchase reserved shares of common stock, this will reduce the number of shares of common stock available for sale to the public. Any reserved shares of common stock that are not so purchased may be offered by the underwriters to the public on the same terms as the other shares of common stock offered by this prospectus. For further information regarding our directed share program, see “Underwriting—Directed Share Program.”

Risk factors

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Proposed Nasdaq symbol

“SRVA.”

Unless otherwise indicated, the number of shares of common stock to be outstanding after this offering excludes:

•

4,000,000 shares of common stock reserved for future grant under our compensation plans;

•

683,644 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock, with a weighted average exercise price of $7.69 per share;

Unless otherwise indicated, all information in this prospectus:

•

assumes an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover of this prospectus.

•

assumes no exercise of the underwriters’ option to purchase up to 1,734,375 additional shares of common stock from us;

•

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 effect to a 26-for-1 stock split of our common stock, which was effectuated with the filing of our Third Amended and Restated Certificate of Incorporation on July 18, 2014.

SUMMARY HISTORICAL FINANCIAL AND OTHER DATA

The 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 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our summary consolidated statement of operations data for the three months ended March 31, 2014 and 2013 and our balance sheet data as of March 31, 2014 from our unaudited consolidated financial statements included elsewhere in this prospectus, and 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 March 31, 2014 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 $16.00, which is the midpoint of the range set forth on the cover of this prospectus. The following unaudited summary 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.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Selected Historical Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.


	Three Months Ended March 31,				Year Ended December 31,
	2014		2013		2013		2012		2011		2010		2009
	(in millions, except share and per share data)
	(unaudited)										(unaudited)
Statement of Operations Data:
Service revenue:
Mobility Solutions	$	28.1	$	29.6	$	142.9	$	133.1	$	137.5	$	129.6	$	123.8
Mobility Networks		196.3		189.6		1,088.9		1,080.9		1,017.0		901.2		839.1
Europe, Asia and Emerging Markets		18.2		14.3		72.2		63.1		58.9		51.3		45.8
Australia		42.0		47.1		160.5		173.7		167.1		131.0		112.8

Total service revenue		284.6		280.6		1,464.5		1,450.8		1,380.5		1,213.1		1,121.5
Direct expenses:
Purchased transportation expense		187.9		182.2		1,004.6		1,006.5		953.8		839.7		781.2
Other direct expense		53.3		52.5		229.9		222.8		218.3		186.0		169.4

Gross profit	$	43.4	$	45.9	$	230.0	$	221.5	$	208.4	$	187.4	$	170.9
Operating expenses:
Selling, general and administrative expense	$	42.0	$	45.8	$	180.8	$	184.0	$	192.3	$	173.7	$	180.7
Intangibles amortization		1.4		1.9		7.3		9.3		10.4		10.4		8.6
Restructuring and impairment expense		0.3		—		2.3		2.3		3.7		0.6		7.0


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
	(in millions, except share and per share data)
	(unaudited)															(unaudited)
Operating income (loss) from continuing operations:
Mobility Solutions	$	0.2		$	2.4		$	25.5		$	17.9		$	13.1		$	8.5		$	0.2
Mobility Networks		(1.2	)		(1.7	)		24.2			17.1			11.7			11.4			(3.5	)
Europe, Asia and Emerging Markets		1.1			(0.3	)		4.6			1.3			4.8			5.3			4.9
Australia		1.1			1.0			2.7			1.5			1.3			0.4			(0.5	)
Corporate		(1.5	)		(3.2	)		(17.4	)		(11.9	)		(28.9	)		(22.9	)		(26.5	)

Total operating income (loss) from continuing operations		(0.3	)		(1.8	)		39.6			25.9			2.0			2.7			(25.4	)
Interest expense, net		6.6			5.9			26.2			25.1			32.2			49.9			46.5
Debt extinguishment loss (gain)		(0.5	)		8.0			8.0			(0.3	)		16.8			—			—
Other expense, net		0.3			0.2			0.5			—			1.3			0.8			(0.1	)
Income tax (benefit) expense		(1.0	)		(1.6	)		0.2			2.2			5.0			5.1			3.8

(Loss) income from continuing operations		(5.7	)		(14.3	)		4.7			(1.1	)		(53.3	)		(53.1	)		(75.6	)
(Loss) income from discontinued operations, net of tax		—			(0.6	)		5.0			(0.3	)		0.4			0.3			(2.4	)

Net (loss) income		(5.7	)		(14.9	)		9.7			(1.4	)		(52.9	)		(52.8	)		(78.0	)
Less: preferred stock dividends		(4.5	)		(7.2	)		(20.4	)		(27.4	)		(18.4	)		—			—

Net loss available to common stockholders	$	(10.2	)	$	(22.1	)	$	(10.7	)	$	(28.8	)	$	(71.3	)	$	(52.8	)	$	(78.0	)

Per Share Data:
Basic and diluted loss per common share from continuing operations⁽¹⁾	$	(0.37	)	$	(0.80	)	$	(0.57	)	$	(1.06	)	$	(2.71	)	$	(2.04	)	$	(2.98	)
Basic and diluted earnings (loss) per common share from discontinued operations⁽¹⁾		—			(0.02	)		0.18			(0.01	)		0.02			0.01			(0.10	)
Basic and diluted net loss per common share⁽¹⁾		(0.37	)		(0.82	)		(0.39	)		(1.07	)		(2.69	)		(2.03	)		(3.08	)
Weighted-average basic and diluted common shares outstanding		27,532,726			27,096,290			27,260,090			26,869,700			26,513,136			26,042,666			25,359,464

Other Data:
Net Service Revenue⁽²⁾	$	95.9		$	98.1		$	456.8		$	441.4		$	422.7		$	368.1		$	337.4
Adjusted EBITDA⁽³⁾		7.7			6.8			76.8			66.7			54.4			42.3			13.9
Adjusted EBITDA as a percent of Net Service Revenue		8.0	%		6.9	%		16.8	%		15.1	%		12.9	%		11.5	%		4.1	%
Capital expenditures	$	3.5		$	1.8		$	12.4		$	10.6		$	15.4		$	15.4		$	14.2


	As of March 31, 2014
	Actual		As Adjusted⁽⁴⁾
	(in millions) (unaudited)
Consolidated balance sheet data:
Total assets	$	390.3	$	401.9
Short-term debt		40.6		40.6
Long-term debt (including current portions)		296.3		296.3
Preferred stock (involuntary liquidation value)		146.5		—

(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.

(2)

Net Service Revenue and the related ratios presented in this prospectus are supplemental measures of our performance that are not required by, or presented in accordance with, the generally accepted accounting principles in the United States (“GAAP”). Net Service Revenue is not a measurement of our financial performance under GAAP and should not be considered as an alternative to service revenue or any other performance measures derived in accordance with GAAP.

Net Service Revenue is defined as service revenue less purchased transportation expense and losses on home sales.

Management uses Net Service Revenue:

•

as a measurement used in evaluating our consolidated and segment-level operating performance on a consistent basis;

•

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

•

to evaluate the performance and effectiveness of our operational strategies.

By providing Net Service Revenue, together with a reconciliation to GAAP results, we believe we are enhancing investors’ understanding of our business and our results of operations.

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:

•

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

•

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

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

To address these limitations, we reconcile Net Service Revenue to the most directly comparable GAAP measure, service revenue. Further, we also review GAAP measures and evaluate individual measures that are not included in Net Service Revenue.

The following table reconciles service revenue to Net Service Revenue:


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
	(in millions)
Service revenue	$	284.6		$	280.6		$	1,464.5		$	1,450.8		$	1,380.5		$	1,213.1		$	1,121.5
Purchased transportation expense		(187.9	)		(182.2	)		(1,004.6	)		(1,006.5	)		(953.8	)		(839.7	)		(781.2	)
Losses on home sales		(0.8	)		(0.3	)		(3.1	)		(2.9	)		(4.0	)		(5.3	)		(2.9	)

Net Service Revenue	$	95.9		$	98.1		$	456.8		$	441.4		$	422.7		$	368.1		$	337.4

(3)

Adjusted EBITDA and the related ratios presented in this prospectus are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income, operating income or any other performance measures derived in accordance with GAAP or as alternatives to cash flow from operating activities as measures of our liquidity.

EBITDA represents net income (loss) before interest, taxes, depreciation and amortization. We have included Adjusted EBITDA because we believe it provides management and 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 EBITDA and Adjusted EBITDA or comparable metrics:

•

as a measurement used in evaluating our consolidated and segment-level operating performance on a consistent basis;

•

to calculate incentive compensation for our employees;

•

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

•

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

•

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

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.

In evaluating EBITDA and Adjusted EBITDA, you should be aware that in the future we will incur expenses such as those used in calculating EBITDA and Adjusted EBITDA. Our presentation of EBITDA and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by usual or nonrecurring items.

EBITDA 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:

•

they do not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

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

•

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 and Adjusted EBITDA do not reflect the cash requirements for such replacements;

•

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

•

Adjusted EBITDA does not reflect the non-cash component of employee compensation;

•

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 companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA and Adjusted EBITDA only supplementally.

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

The following table reconciles net income (loss) to EBITDA and EBITDA to Adjusted EBITDA:


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
	(in millions)
Net (loss) income	$	(5.7	)	$	(14.9	)	$	9.7		$	(1.4	)	$	(52.9	)	$	(52.8	)	$	(78.0	)
Interest expense, net		6.6			5.9			26.2			25.1			32.2			49.9			46.5
Income tax (benefit) expense		(1.0	)		(1.6	)		0.2			2.2			5.0			5.1			3.8
Depreciation and amortization		5.7			6.4			25.5			28.1			27.7			27.1			28.4

EBITDA		5.6			(4.2	)		61.6			54.0			12.0			29.3			0.7

Debt extinguishment loss (gain)^(a)		(0.5	)		8.0			8.0			(0.3	)		16.8			—			—
Restructuring and impairment expense^(b)		0.3			—			2.3			2.3			3.7			0.6			7.6
Severance and other cost-savings initiative expenses^(c)		0.2			0.2			1.0			2.5			5.4			2.2			0.3
Supplier contract termination costs^(d)		—			—			—			0.1			5.2			6.0			—
Pension expense^(e)		0.3			0.8			2.8			3.0			2.1			2.5			2.7
Non-recurring professional fees and settlements^(f)		—			0.1			0.5			0.1			2.7			0.6			—
Mortgage repurchases and reinsurance losses^(g)		(0.1	)		0.2			—			3.9			4.2			—			—
Acquisitions and new location related costs^(h)		0.1			0.1			1.0			0.3			0.8			—			—
New customer related costs⁽ⁱ⁾		1.2			0.5			3.0			—			—			—			—
Foreign exchange losses^(j)		0.3			0.4			0.9			—			1.4			1.3			0.1
Board of director fees^(k)		0.1			0.1			—			0.5			0.5			—			—
Stock compensation^(l)		0.2			—			0.7			—			—			0.1			0.1
(Income) loss from discontinued operations, net of tax^(m)		—			0.6			(5.0	)		0.3			(0.4	)		(0.3	)		2.4

Subtotal adjustments		2.1			11.0			15.2			12.7			42.4			13.0			13.2

Adjusted EBITDA	$	7.7		$	6.8		$	76.8		$	66.7		$	54.4		$	42.3		$	13.9

(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.

(b)

Costs incurred or accrued for various restructuring plans implemented throughout the business, including severance and employee benefits and facility exit costs as discussed further in Note 14 “Restructuring and Impairments” to the Company’s audited financial statements included elsewhere in this prospectus.

(c)

Costs incurred in connection with various cost savings initiatives implemented throughout the business including severance and employee benefits, hiring costs and compensation and other costs associated with completion of the debt refinancings.

(d)

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

(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.

(f)

Legal, consulting and other professional fees and settlements, including tax consulting related to an Australian Tax Authority examination, costs related to our project to migrate applications from a mainframe platform to a server-based platform, and Australia franchise settlements and bad-debt write-offs.

(g)

Costs related to mortgage loan sale indemnification liabilities and mortgage reinsurance losses for years prior to us exiting the reinsurance business in 2009. See “Reinsurance Reserves” included within Note 2 “Summary of Significant Accounting Policies” as well as Note 17 “Contingencies” to the Company’s audited financial statements included elsewhere in this prospectus.

(h)

Costs incurred to acquire a business in Brazil and expand a business in India, consolidate warehouses in Australia and open new locations in Asia and the Middle East, including legal and professional fees, travel expenses and labor costs to move equipment and customer’s household goods stored by us.

(i)

Upfront costs incurred to implement major new customer service capabilities, including compensation and benefits for added staffing and associated hiring and training expenses.

(j)

Net losses associated with translation of foreign denominated assets and liabilities. See “Foreign Currency Translation” included within Note 2 “Summary of Significant Accounting Policies” to the Company’s audited financial statements included elsewhere in this prospectus.

(k)

Expenses paid for board of director services and reimbursement of board member travel and related expenses.

(l)

Non-cash stock-based compensation expense for our board of directors and management. See Note 12 “Capital Stock and Incentive Plans” to the Company’s audited financial statements included elsewhere in this prospectus.

(m)

(Income) loss from discontinued operations, net of tax primarily related to our U.S. Insurance Business and Special Products Division. See Note 16 “Discontinued Operations” to the Company’s audited financial statements included elsewhere in this prospectus.

(4)	As adjusted information gives effect to this offering and the application of the net proceeds therefrom.

RISK FACTORS

An investment in our common stock involves a high degree of risk. You should consider carefully the following risks and all of the other information contained in this prospectus, including our consolidated financial statements and related notes to such statements, before investing in our common stock. If any of the following risks actually occur, it could have a material adverse effect on our business, financial condition and results of operations. As a result, the trading price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business and Industry

We face intense competition in each of our operating segments and, if we are unable to compete successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Our industry is highly competitive, highly fragmented and subject to rapid change. We believe that the principal competitive factors in our markets are the quality of the transferee experience, the ability to integrate with customer technology, global and local presence, scope of expertise, the capacity to handle a large volume of initiations and cost competitiveness. Across our operating segments, we compete with a variety of foreign and domestic companies, some of which have greater resources (financial or otherwise), larger customer bases, greater experience and more brand recognition than we do. In addition, some of our competitors who do not have global service capabilities may expand their services to countries in which we are located, which could result in increased competition for employees and could adversely impact our competitive position. New competitors could emerge that have stronger competitive positions as a result of the strategic consolidation of smaller competitors or of companies that each provides different or more comprehensive services or that service different industries. Our top competitors for large multi-national corporations include Cartus Corporation, Brookfield Global Relocation Services and Weichert Relocation Resources. We also compete with single service providers, including a wide variety of real estate brokers, moving companies, accounting firms, mortgage firms, destination service providers and business process outsourcing firms. Our Allied and northAmerican agent networks compete domestically with Unigroup Inc. (the operator of United Van Lines LLC and Mayflower Transit, LLC), Atlas World Group, Graebel Companies, Inc. and Wheaton Van Lines, Inc. Our agent network also faces competition from smaller independent movers, self-storage companies and self-haul service providers. In addition, in international markets our competitors include the Asian Tigers Group, Crown Relocations, Grace Removals Group, Santa Fe Transports Intl. Ltd, Sterling International Group and WridgWays.

As the mobility services business becomes more global in nature with a greater emphasis on relocation of employees throughout the world, we will face additional competition from firms that provide services on an international basis. Increased competition in the mobility services industry and potential new entrants into this industry may result in lower prices and volumes, higher costs for experienced personnel and lower profitability. If we are unable to compete successfully in this highly competitive industry, it could have a material adverse effect on our business, financial condition and results of operations.

Adverse 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.

Our business, financial condition and results of operations have been, and will continue to be, affected by global economic conditions. From time to time, the global economy and financial markets have experienced downturns stemming from a multitude of factors, including adverse credit conditions impacted by concerns about sovereign debt, the housing and mortgage 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

economic and financial market conditions may persist is unknown and there could be a further deterioration in financial markets and confidence in major economies. During challenging economic times and in tight credit markets many customers may delay or reduce their spending generally, and specifically their spending on mobility-related benefits. This could result in reductions in sales of our mobility services, longer sales cycles and increased pressure to decrease prices. These results may persist even if economic or financial market conditions improve. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

In addition, continued uncertainty in the stock and credit markets may negatively affect our ability to access additional short-term and long-term financing, including future securitization transactions, on reasonable terms or our ability to attain additional short-term and long-term financing at all, which would have a material adverse impact on our liquidity and financial condition. In addition, if one or more of the financial institutions that support our credit facilities fails, we may not be able to find a replacement, which would negatively impact our ability to borrow under our credit facilities. Disruptions in the financial markets also may adversely affect our credit rating and the market value of our common stock. If the current pressures on credit continue or worsen, we may not be able to refinance, if necessary, our outstanding debt when due, which could have a material adverse effect on our business. While we believe we will have adequate sources of liquidity to meet our anticipated requirements for working capital, contractual commitments and capital expenditures based on 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 our business, financial condition and results of operations.

Our customer contracts do not provide for any minimum purchase requirements, and if our customers are not successful, they could decrease the number of initiations or mobility benefits for their employees, decide to decrease their outsourcing of mobility services or seek to pay less for our mobility services. Additionally, our customers typically have the ability to terminate their contract with us on short notice. If the revenue we derive from each of our customer contracts decreases or if our customers terminate their contracts with us it could have a material adverse effect on our business, financial condition and results of operations.

Our revenue depends, in part, on the success of our customers. If our customers are not successful, the amount of mobility services initiations, the level 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 services, reduce the benefits that it provides to their employees or choose not to outsource some of the functions that have historically been performed by us, the level of revenue generated by such contracts may not meet expectations and may decline from prior periods. Certain 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 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.

Our 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.

Our revenue growth depends, in large part, on continued growth in the outsourcing of mobility services rather than corporations performing such services in-house. There can be no assurance that the trend toward

outsourcing mobility services will continue. In addition, part of our growth will also depend on the increased use of outsourcing in international markets, particularly in Europe, where companies do not outsource such services at the same rate as companies in the United States. Recently European companies have been outsourcing more mobility services, however this trend may not continue. A significant change in the trend toward outsourcing, either in the United States, Europe or in any of our other geographic markets, could have a material adverse effect on our business, financial condition and results of operations.

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

We incurred 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.

Our Mobility Solutions segment exposes us to certain risks related to the purchase, ownership, financing and resale of transferred employees’ homes at a loss, which could have a material adverse effect on our business, financial condition and results of operations.

In 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. Homes are acquired for our own account in all circumstances under the premium home sale product and, as a result, we may be required to purchase homes prior to having an accepted offer from 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 losses on home sales, 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 March 31, 2014, 58% of our securitization facility had been utilized and there was $4.9 million in outstanding 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.

We contract to provide our premium home sale product on a fixed percentage basis and inaccurate estimates could impact the profitability of these services, which could have a material adverse effect on our business, financial condition and results of operations.

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.

We often face a long selling cycle to secure a new contract with our corporate customers, as well as long implementation periods that require significant resource commitments, which can result in long lead times before we earn revenue from new relationships.

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.

Our international operations subject us to social, political and economic risks of doing business in foreign countries. We have recently voluntarily self-disclosed certain activities to the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury, which may have been in violation of regulations promulgated by OFAC and may be subject to fines and other penalties.

We conduct a significant portion of our business and we employ a substantial number of people outside of the United States. Our agent/franchise network also employs a substantial number of people outside of the United States. As a result, we are subject to risks associated with doing business globally. For the year ended December 31, 2013, revenue from our international operations (including our Europe, Asia and Emerging Markets and Australia segments) represented approximately 21% of our service revenue, and we intend to continue our expansion into international markets, particularly Europe, Asia, the Middle East and South America. Our international operations are subject to risks not generally experienced by our U.S. operations, including:

•

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

•

the impact of regional or country-specific business cycles and economic instability;

•

fluctuations in foreign currency exchange rates;

•

longer receivables collection periods and greater difficulty in collection accounts receivable;

•

exposure to anti-corruption laws, including the Foreign Corrupt Practices Act of 1977, as amended, (the “FCPA”) and the U.K. Bribery Act 2010 (the “UKBA”), and export-control regulations, including those promulgated by OFAC;

•

exposure to local economic conditions and local laws and regulations;

•

exposure to local labor laws, particularly newly enacted labor laws in China and the TUPE laws in the European Union and the United Kingdom;

•

limited borrowing capabilities relating to activities in non-U.S. countries;

•

economic and/or credit conditions abroad;

•

potential adverse changes in the political and/or economic stability of foreign countries or in their diplomatic relations with the U.S.;

•

restrictions on the withdrawal of foreign investment and earnings;

•

government policies against businesses owned by foreigners;

•

investment restrictions or requirements;

•

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

•

difficulty in protecting our brand, reputation and intellectual property;

•

increases in anti-American sentiment and the identification of us as an American brand;

•

restrictions on the ability to obtain or retain licenses required for operation;

•

foreign exchange restrictions;

•

withholding and other taxes on third party cross-border transactions as well as remittances and other payments by subsidiaries;

•

adverse changes in regulatory or tax requirements;

•

restrictions on foreign ownership of subsidiaries;

•

multijurisdictional data protection and privacy laws; and

•

tariffs and other trade barriers.

If 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.

OFAC administers trade and economic sanctions against various countries including, without limitation, Cuba, Iran, Syria, and Sudan (“Sanctioned Countries”). As part of our business, we or our agents have arranged for the transportation of personal household effects into or out of Sanctioned Countries on behalf of U.S. and foreign government transferees, corporate transferees and individuals. These activities have taken place between the United States and Sanctioned Countries 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, we have filed an initial voluntary disclosure with OFAC reporting possible violations with respect to these activities. We intend to complete our 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, we 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 existing OFAC compliance procedures, and we recently received a license from OFAC permitting certain moves in or out of one of the Sanctioned Countries. There can be no guarantee as to the outcome of our investigation, the effectiveness of our compliance procedures, the content of our final voluntary disclosure or OFAC’s response. There can also be no guarantee as to our ability to obtain or retain future licenses.

Our efforts to expand our business into new geographic markets may not be successful.

We believe market opportunities exist for outsourced mobility services from companies operating in Europe and in emerging markets. In order to take advantage of these opportunities, we have opened new locations, acquired or increased our ownership interest in businesses in Germany, China, India and Brazil that provide

relocation and moving services and hired local sales and marketing personnel in these regions. There can be no assurance that these markets will have the demand for mobility services that we anticipate. Expansion into new geographic markets requires significant levels of investment and it may also require considerable time and attention from our management. We may also be required to raise additional debt or equity capital for these initiatives. In addition, we may face challenges operating in new business climates with which we are unfamiliar, including facing difficulties in staffing and managing our new operations, fluctuations in currency exchange rates, exposure to additional regulatory requirements, including certain trade barriers, changes in political and economic conditions, and exposure to additional and potentially adverse tax regimes. Our success in these new geographic markets will depend, in part, on our ability to anticipate and effectively manage these and other risks.

Because we are expanding in many countries around the world, we must monitor general global conditions for impact on our business. Economies throughout these countries continue to be volatile and, in many countries, inconsistent with trends in the United States or other stable economies. In Europe, uncertainty continues regarding the ability of certain countries to service their level of debt, which has impacted economic growth. In emerging markets such as China, India and Brazil, economic growth has continued, but at a slower pace than in past periods. We cannot predict the timing, severity or duration of any economic slowdown or recovery or the impact of such events or other future event in these markets on our existing or potential customers or us. Further, it is possible that we will face increased competition in any new markets as other companies attempt to take advantage of the market opportunities there, and we may not compete successfully against companies with stronger brands, greater financial resources, greater political support or more attractive terms for their suppliers, managers or employees. There can be no assurance that these markets will develop as anticipated or that we will have success in these markets, and if such markets do not develop as anticipated or our expansion efforts are not successful, we may be unable to recover our investment spent to expand our business into these markets, which could have a material adverse effect on our business, financial condition and results of operations.

We depend 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.

We utilize third-party providers to, among other things, provide title insurance, visa and immigration related services and conduct certain local “on-the-ground” services in connection with international and domestic relocations. Although there are 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.

Damage to our reputation and our brand names, including Allied, northAmerican and SIRVA, could have a material adverse effect on our business, financial condition and results of operations.

We believe that our strong brand names, including Allied, northAmerican and SIRVA, are among our most valuable assets. We believe that our brand image, brand awareness and reputation have contributed significantly to the success of our business. Maintaining and enhancing our brand image, which we believe is important to maintaining and expanding our customer base and increasing sales, may require us to make additional investments in areas such as merchandising, marketing and employee training. These investments may be substantial and may not ultimately be successful. If we are unable to maintain and enhance our brand image, brand awareness and reputation, it could have a material adverse effect on our business, financial condition and results of operations.

Our 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.

The mobility services we provide are subject to seasonal fluctuations, with our strongest operating results and revenue occurring during the second and third quarters of the calendar year (with the exception of our Australia business segment, which has the strongest operating results and revenue in the first and fourth quarters of the year) due to increased levels of household moves and home sales during the summer months. Certain of our operating expenses are fixed and cannot be reduced during the fall and winter months, when there is decreased demand for our services. See “Business—Seasonality.” Such a decrease in the demand for our services reduces our ability to spread our fixed costs among a greater number of transactions. In addition, our working capital requirements increase on a short-term basis during the summer months. If we are unable to successfully capitalize on the peak summer season or successfully manage these seasonal changes, it could have a material adverse effect on our business, financial condition and results of operations.

Cybersecurity and privacy breaches may hurt our business, damage our reputation, increase our costs, and cause losses.

We store sensitive personal information about our customers and transferees in our systems and networks. Our security systems and IT infrastructure may not adequately protect against security breaches, cyber-attacks or other unauthorized access to such information. Third parties, including vendors or suppliers that provide services for our operations, could also be a source of security risk to us in the event of a failure of their own security systems and infrastructure. Additionally, a number of our employees work from home offices or other remote locations and access our systems remotely, which further increases the risk of privacy breaches. Any significant violations of data privacy could result in the loss of business, litigation, regulatory investigations, the payment of damages and penalties and damage to our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

A significant number of our mobility networks initiations are from our U.S. government customers; a reduction in U.S. Government spending may adversely affect our business, financial condition and results of operations.

During 2013, services provided to government agencies accounted for approximately 11.4% of our global mobility networks initiations and 9.4% of our domestic mobility networks initiations. These domestic government initiations accounted for approximately 8.5% of our Mobility Networks service revenue in 2013 and approximately 8.4% of our Mobility Networks service revenue for the three months ended March 31, 2014. Due partially to the sequestration on March 1, 2013, and the government shutdown in October 2013, for instance, our domestic military shipment volumes in our Mobility Networks segment declined by approximately 28% for the year ended December 31, 2013, 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, and substantial spending cuts to the U.S. budget are likely to occur in the future. As a result, future purchasing decisions by our U.S. government customers could be reduced, delayed or cancelled. It is difficult to predict the various ways in which budget cuts could be implemented; however, we expect that sequestration, as currently provided for under the Budget Control Act, would result in lower revenue, profits and cash flows for our company. To the extent that federal government spending is delayed or curtailed by government actions, including the sequestration that began on March 1, 2013, and future government shutdowns such as the one that occurred in October 2013, our business, financial condition or results of operations may be adversely affected.

We 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 are 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.

We purchase a portfolio of corporate insurance coverages including policies for general liability, auto liability, workers’ compensation, employers’ liability, directors and officers, property, and errors and omissions. We require each of our agents to contribute to a fund that is used primarily for the purchase of insurance and payment of the deductible portion of claim costs related to third-party liability claims resulting from moves and trucking operations performed by our agent network under our operating authority. The ultimate settlement of these claims could differ materially from the assumptions used to calculate the reserves, which could have a material adverse effect on our business, financial condition and results of operations.

We intend to expand into adjacent markets and develop new products and, if we fail to do so or if any such expansion or new product is not successful, it could have a material adverse effect on our business, financial condition and results of operations.

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 their company, which can be used to purchase mobility services. Our expansion into adjacent markets and our new product development may not be successful and we will incur expenses related to such initiatives, which could have a material adverse effect on our business, financial condition and results of operations. In addition, our expansion into these markets will require us to compete with new, larger and more experienced competitors, which involves various risks, including the need to invest significant resources and the possibility that returns on such investments will not be achieved for several years, or at all. In attempting to establish a presence in new markets, we expect to incur significant expenses and face various other challenges, such as expanding our sales force and management personnel, to cover these new markets. We may not succeed in our efforts to expand into adjacent markets or develop new products, and if we are not successful, it could have a material adverse effect on our business, financial condition and results of operations.

Any acquisitions that we intend to make in the future could have a material adverse effect on our business, financial condition and results of operations.

Part of our growth strategy is to make future acquisitions of complimentary and down-stream services. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of complementary businesses. We may not be successful in identifying acquisition candidates. In addition, we may not be able to successfully integrate businesses that we acquire. Integrating acquired companies involves complex operational and personnel-related challenges, including:

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the possible defection of a significant number of employees;

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increased amortization of intangibles;

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the disruption of our ongoing businesses;

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possible inconsistencies in standards, controls, procedures and policies;

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failure to maintain important business relationships and contracts;

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unanticipated costs of terminating or relocating facilities and operations;

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unanticipated expenses related to integration;

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potential unknown liabilities associated with acquired businesses; and

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loss of business from downstream services, such as destination services, that the acquired company may have provided to competitors of SIRVA.

A prolonged diversion of management’s attention and any delays or difficulties encountered in connection with the integration of any business that we have acquired or may acquire in the future could prevent us from realizing the anticipated cost savings and revenue growth from our acquisitions. We may have potential write-offs of acquired assets and an impairment of any goodwill recorded as a result of acquisitions. As of March 31, 2014, we had $57.9 million of goodwill that could be subject to impairment. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with our stock, it could be dilutive to our stockholders. To the extent we pay the purchase price with proceeds from the incurrence of debt, it would increase our already high level of indebtedness and could negatively affect our liquidity and restrict our operations. Our competitors may be willing or able to pay more than us for 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.

We may be unable to maintain recent cost savings or realize anticipated cost savings and other benefits from our productivity improvement initiatives in the future, which could have a material adverse effect on our business, financial condition and results of operations.

We 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.

We depend on our highly trained executive officers and employees. Any loss of these employees could have a material adverse effect on our business, financial condition and results of operations.

Our operations are managed by a small number of key executive officers, many of whom have substantial experience in the mobility industry. The success of our business continues to depend to a significant degree upon the continued contributions of such key executive officers and employees, both individually and as a group. Our ability to attract and retain our employees is generally subject to numerous factors, including the compensation and benefits we pay, the mix between the fixed and variable compensation we pay our employees and prevailing compensation rates, and competition for qualified executives is intense. We do not have key man or similar life insurance covering our executive officers and other members of senior management. We have entered into employment agreements with each of our executive officers, but these agreements do not guarantee that these executives will remain with us. Additionally, the mobility services business is a specialized industry and there are a limited number of individuals with knowledge of the industry. It is possible that the loss of the services of one or a combination of our key employees, including Wes Lucas, our Chief Executive Officer, and our inability to find suitable replacements, could have a material adverse effect on our business, financial condition and results of operations.

The ability to attract, retain and develop qualified employees is critical to our success and growth.

In 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 may 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.

During 2013, SIRVA Mortgage, Inc., our wholly-owned subsidiary (“SIRVA Mortgage”), closed on 2,917 mortgages. We sell the mortgage loans that we originate, and when we sell our 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 they were originated. Our 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 statements 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 mortgage loans, it could have a material adverse effect on our business, financial condition and results of operations.

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

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.

A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

We maintain insurance covering our normal business operations, including property and casualty protection that we believe is adequate. We do not generally carry insurance covering wars, acts of terrorism, earthquakes or other similar catastrophic events. In addition, the financial health of our insurers may deteriorate and may not be able to respond if we should have claims reaching their policies, and we may not be able to obtain adequate insurance coverage on financially reasonable terms in the future. A significant uninsured loss or a loss in excess of our insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

Changes 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 pronouncements, implementation guidance and interpretations with regard to a wide range of matters, such as stock-based compensation, asset impairments, valuation reserves, income taxes

and fair value accounting, are highly complex and involve many subjective assumptions, estimates and judgments made by management. Changes in these rules or their interpretations or changes in underlying assumptions, estimates or judgments made by management could have a material adverse effect on our business, financial condition and results of operations. We will also be affected by changes to GAAP as a result of the convergence with many International Financial Reporting Standards.

We base revenue estimates for new contracts upon historical data provided by our customers. If our estimates based upon the data provided are inaccurate or if the customer does not experience the same level of estimated activity in future periods, it could impact our ability to plan our business and may have a material adverse effect on our business, results of operations and financial condition.

During the RFP process, potential customers provide us with historical data, including the number of mobility solutions initiations they experience per year. Upon winning a new contract, we use historical customer data, together with our experience with similarly situated customers, to estimate, based primarily on the customer’s average initiations and our historical average revenue per initiation, the revenue that we will derive from a new contract. We use these expected revenue amounts to plan our business and they are critical in our decisions regarding headcount and capital expenditures. If the number of initiations from a particular customer decreases from amounts experienced in previous year, we could experience a decrease in our income from continuing operations due to higher operating costs relative to revenue, which could impact our ability to forecast future growth and have a material adverse effect on our business, results of operations and financial condition.

We may be limited in our ability to utilize, or may not be able to utilize, net operating loss carryforwards to reduce our future tax liability.

Our ability to utilize net operating losses (“NOLs”) and other tax attributes is limited if we undergo an “ownership change” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). This ownership change provision has and will continue to subject our tax loss carryforwards to annual limitations, which will restrict our ability to use them to offset our taxable income in periods following the ownership change.

As of December 31, 2013, we had a net 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.

We have had significant financial losses in previous years and as a result we currently maintain a full valuation allowance for our deferred tax assets including our federal and state NOL carryforwards.

We rely on information technology to operate our business and maintain our competitiveness, and any difficulties with our information systems or our information systems providers could delay or disrupt our ability to service our customers and impair our competitiveness.

We 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.

In addition, our information technologies and systems are vulnerable to damage or interruption from various causes, including natural disasters, war and acts of terrorism, power losses, computer systems failure, internet and telecommunications or data network failures, operator error, losses and corruption of data and similar events and computer viruses, penetration by individuals seeking to disrupt operations or misappropriate information and other physical or electronic breaches of security. Our disaster recovery plan may not be adequate in the event of an actual disaster or 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 condition and results of operations. Additionally, our business interruption insurance may be insufficient to compensate us for losses that may occur.

We have 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.

Failure to protect our proprietary information or intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.

We rely primarily on a combination of confidentiality procedures and patent, copyright and trademark laws to protect our proprietary information and intellectual property. We generally seek to protect our unpatented proprietary information and intellectual property, trade secrets, processes and know-how by confidentiality and non-disclosure with our employees and third parties. However, these agreements may provide inadequate protection. Moreover, those agreements may be breached and we may not have adequate remedies for any such breach. In addition, our trade secrets may be disclosed to or otherwise become known or be independently developed by competitors or others. Despite our efforts to protect our proprietary information and intellectual property, unauthorized parties may attempt to copy aspects of the software or other technology that we have developed or obtain and use our proprietary information. In addition, the laws of some countries do not protect our proprietary information or intellectual property to as great an extent as the laws of the United States, and many countries do not enforce these laws as diligently as government agencies and private parties in the United States.

With respect to some of our proprietary technologies, such as our LumpSum Xpress Marketplace, we have filed patent applications to protect our intellectual property rights in these technologies. There can be no assurance that our patent applications will be approved, that any patents issued will adequately protect our intellectual property rights or that such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. Additionally, we outsource some of our intellectual property development to third parties, and we cannot be assured that the patent applications of such third parties will be approved, that any patents issued will protect their intellectual property rights or that any such patents will not be challenged by third parties or found by a judicial authority to be invalid or unenforceable. If we are unable to protect our proprietary information or intellectual property, it could have a material adverse effect on our business, financial condition and results of operations.

We may be subject to liability and other risks if we infringe upon the trademarks or other intellectual property rights of third parties.

We 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.

Risks Related to our Mobility Agent/Franchise Network

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

Our Mobility Networks segment relies on our agent network and their employees, representatives and owner-operators to market our services and to act as intermediaries with customers, and to provide a significant portion of our packing, warehousing and hauling services. Owner-operators are independent contractors who generally own their tractors and provide hauling and other services. We and our agents have had some difficulty obtaining or retaining qualified owner-operators due to overall transportation industry conditions such as an aging workforce and an absence of younger drivers to replace our out-going drivers. Fluctuations in the economy and fuel prices, as well as a lifestyle that requires drivers to often be away from home 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. Our agent network must pay higher wages or offer a better lifestyle to attract owner-operators that satisfy our standards. If our agents are unable to recruit and retain a sufficient number of owner-operators, it could impact the ability of our agents to provide adequate and timely moving services to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

Our 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.

Actions taken by our agents may harm our brands or reputation, or result in legal actions against us, which could have a material adverse effect on our business, financial condition and results of operations.

We believe that our strong brand names, including Allied, northAmerican and SIRVA, are among our most valuable assets. Our proprietary network of agents in North America operate their businesses using our brand names and, in the case of most intrastate moves, without our involvement or approval. Our agents are independent third parties with their own financial objectives, and actions taken by them or negative publicity associated with them, including their failure to comply with local laws and regulation and with their contracts with us, could harm our brands or reputation, or result in legal actions against us. In many such cases, these actions are beyond our control. Our brand value could diminish significantly if any such incidents or other matters erode customer confidence in us, which could have a material adverse effect on our business, financial condition and results of operations.

Our agents’ owner-operators are currently not considered to be their employees by taxing and other regulatory authorities. Should these authorities change their position and consider our agents’ owner-operators to be their employees, their costs could increase significantly and cause them to renegotiate their arrangements with us, we may not be able to reach a new agreement on acceptable terms or at all, and we may not be able to pass on any related cost increases to our customers, which could have a material adverse effect on our business, financial condition and results of operations.

From time-to-time, certain parties, including the U.S. Internal Revenue Service (the “IRS”), state tax authorities, labor relations boards and the owner-operators themselves, have sought to assert that owner-operators in the trucking industry are employees rather than independent contractors. The agents within our agent/franchise network consider all of their owner-operators to be independent contractors. Tax authorities may successfully challenge this position or federal and state tax or other applicable laws may change. If owner-operators were deemed to be employees, our agents’ costs related to tax, unemployment compensation, benefits and workers’ compensation could increase significantly. Any 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 material adverse effect on our business, financial condition and results of operations.

If we have any conflicts with our agents or they become dissatisfied with their relationship with us and make claims against us or seek to terminate their relationship with us, it could have a material adverse effect on our business, financial condition and results of operations.

We 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 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.

Risks Related to Government Regulation

Several of our business activities 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.

Several of our and our agent/franchise network’s business activities are highly regulated by federal, state and foreign authorities, including our moving services, our mortgage origination services, our real estate brokerage services and title insurance commitments offered through our title agency offered in connection with

our home sale services. We could also be affected by changes in state transfer tax laws and regulations and changes to federal tax rulings could impact the cost and viability of home sale program benefits that we manage for our customers. Additionally, rules and regulations affecting driver qualification, drivers’ logs and documentation, hours of service and equipment inspection and operation may materially and adversely affect our business operations.

We are also subject to various other rules and regulations such as:

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the Gramm-Leach Bliley Act, which governs the disclosure and safeguarding of consumer financial information;

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

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the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”);

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various state, federal and international privacy laws;

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various transportation rules and regulations enforced 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;

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laws that impact mortgage origination services such as the Real Estate Settlement Procedures Act, Truth in Lending Act, Fair Housing Act, Equal Credit and Opportunity Act, Fair Credit Reporting Act, Home Mortgage Disclosure Act and similar state laws and regulations;

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the USA PATRIOT ACT;

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anti-corruption laws, including the FCPA and the UKBA;

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restrictions on transactions with persons on the Specially Designated Nationals and Blocked Persons list promulgated by OFAC;

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the 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;

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laws and regulations in jurisdictions outside the United States in which we do business;

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state and federal employment laws and regulations, including any changes that would require classification of independent contractors to employee status, and wage and hour regulations;

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Federal Trade Commission regulations restricting unsolicited telephone calls to residential and wireless telephone subscribers by means of automatic telephone dialing systems that would require us to maintain a “do not call list” and to train our personnel to comply with such regulations;

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increases in state, local or federal taxes that could diminish profitability or liquidity; and

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consumer fraud statutes.

Additionally, our home sales assistance programs are structured around the IRS’s interpretation of the definition of income under IRS Code Section 61 and application of that section to the treatment of expenses incurred in relocation home sale programs as expressed in several IRS Revenue Rulings. A revision to any such rulings or an IRS policy change that results in a different interpretation of such rulings could have a material adverse effect on our business, financial condition and results of operations.

These laws and regulations are complex and compliance with such laws and regulations is time-consuming and costly. Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business and increase our operating or compliance costs, which could have a material adverse effect on our business, financial condition and results of operations. If we fail to comply with any of the foregoing laws and regulations, we may be subject to fines, penalties, injunctions and/ or potential criminal violations, which could have a material adverse effect on our business, financial condition and results of operations.

There is also a risk that a change in current laws or regulations could adversely affect the real estate market. For instance, regulations or changes to monetary policy that could cause higher mortgage interest rates or further limits on mortgage tax deductions could negatively impact the purchase and sale of residential homes. Future legislative or regulatory changes that make compliance more difficult or expensive in areas such as mortgage lending or transportation of goods or that negatively affect the real estate market may have a material adverse effect on our business, financial condition and results of operations.

We 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.

We are required to maintain a wide variety of certificates, permits, licenses and other approvals. For example, we maintain licenses and permits issued by the FMCSA and the 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 required to hold a license to engage in mortgage origination activities in each state where it originates loans. Our wholly-owned subsidiary DJK Residential LLC is required to hold a real estate 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 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 we 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 conducting 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.

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.

As a mortgage lender, we are subject to examination by the CFPB, which regulates consumer financial products and services. In July 2011, the CFPB obtained rulemaking and enforcement authority pursuant to the Dodd-Frank Act and began official operations.

The 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.

The CFPB’s examination authority extends over all federal and state non-depository lending institutions, including mortgage lenders. The CFPB 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 loan business impractical or unprofitable. Such examinations, as well as regulations that the CFPB might issue in the future, could ultimately increase our administrative burdens and have a material adverse effect our business, financial condition and results of operations.

The CFPB’s recently enacted rules will likely increase our administrative and compliance costs. They could also adversely affect the availability and cost of residential mortgage credit. In addition, the effective dates for these new rules are aggressive in some cases and it may be difficult for us to implement the procedures necessary to comply with these new rules by the dates on which they are to become effective. The CFPB has indicated that they plan to conduct at least one audit of every financial institution in the United States within the next five years. These increased costs of compliance, the effect of these rules on the mortgage industry and any failure in our ability to comply with these new rules by their effective dates, could have a material adverse effect on our business, financial condition and results of operations.

Actions by the CFPB could have a significant impact on us by, for example, requiring us to limit or change our business practices, limiting our ability to pursue business opportunities, requiring us to invest valuable management time and resources in compliance efforts, imposing additional costs on us, including requiring us to process refunds in certain circumstances, limiting fees we can charge for 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 that 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.

The CFPB recently issued “ability-to-repay” and “qualified mortgage” rules that may have a negative impact on our loan origination process, which could adversely affect our business, operating results, and financial condition.

On January 10, 2013, the CFPB issued a final rule to implement the “qualified mortgage” provisions of the Dodd-Frank Act 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 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 ability-to-repay rule if they issue “qualified mortgages,” which are generally defined as 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 ability-to-repay status can be used against a lender in foreclosure proceedings. Any loans that we make outside of the “qualified mortgage” criteria could expose us to an increased risk of liability and reduce or delay our ability to foreclose on the underlying property. It is difficult to predict how the CFPB’s “qualified mortgage” rule will impact us when it takes effect, but any decreases in 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 are subject to anti-corruption statutes, and if we fail to comply with such statutes it could have a material adverse effect on our business, financial condition and results of operations.

As 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.

The DOT’s Compliance Safety Accountability (“CSA”) rulemaking could have a material adverse effect on our business, financial condition and results of operations.

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.

We are subject to a wide range of environmental laws and regulations, which are complex and costly to comply with and, if we fail to comply with such laws and regulations it could have a material adverse effect on our business, financial condition and results of operations.

We are subject to a wide range of environmental laws and regulations under the foreign, U.S., state and local laws including laws and regulations relating to the discharge of pollutants into the water, air and land, the use, management and disposal of hazardous substances, and the cleanup of contaminated sites. In certain European locations, we are required to recycle specified portions of our waste products. 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. 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 may 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. If we are unable to 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.

Risks Related to Our Company and Our Organizational Structure

Our substantial indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

As of March 31, 2014, we had total outstanding long-term debt of $296.3 million, primarily comprised of borrowings under our Term Loan (defined below) and total outstanding short-term debt of $40.6 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:

•

increasing our vulnerability to adverse economic, industry or competitive developments;

•

requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

•

exposing us to the risk of increased interest rates because certain of our borrowings, including and most significantly borrowings under our ABL Revolver and Term Loan (defined below), are at variable rates of interest;

•

making it more difficult for us to satisfy our obligations with respect to our indebtedness, and any failure to comply with the obligations of any of our debt instruments, including restrictive covenants and borrowing conditions, could result in an event of default under the agreements governing such indebtedness;

•

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

•

limiting our flexibility in planning for, or reacting to, changes in our business or market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged and who, therefore, may be able to take advantage of opportunities that our leverage prevents us from exploiting.

$288.9 million of our indebtedness as of March 31, 2014 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.

Further, our securitization (receivable sales) facility is subject to the credit worthiness of our customers. If a customer does not have satisfactory credit, we may not be able to obtain the funding we need to service such customer’s account and we may be required to seek other forms of potentially less attractive financing to fund our home sales assistance activities and relocation funding services, which could have an adverse effect on our business, financial condition and results of operations.

Finally, our mortgage business uses a warehouse line of credit to fund loans that we originate. We sell our loans to investors or to Fannie Mae. If we are unable to sell our loans that we have originated in a timely manner and replenish our warehouse line of credit, we will be limited in our ability to continue to originate mortgage loans, which could have an adverse effect on our business, financial condition and results of operations.

Despite our indebtedness level, we still may be able to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial indebtedness.

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 number of significant qualifications and exceptions, and under certain circumstances, the amount of indebtedness that could be incurred in compliance with these restrictions could be substantial. For example, as of March 31, 2014, we had approximately $20.8 million of additional borrowing capacity under our 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.

We 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 periods of volatile credit markets, there is risk that any lenders, even those with strong balance sheets and 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.

Our ability to obtain additional capital on commercially reasonable terms may be limited.

Although we believe 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.

If we are unable to obtain capital on commercially reasonable terms, it could:

•

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

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restrict our ability to introduce new products or exploit business opportunities;

•

increase our vulnerability to economic downturns and competitive pressures in the markets in which we operate; and

•

place us at a competitive disadvantage.

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

Our debt obligations may limit our flexibility in managing our business.

The 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.

We are a holding company with no significant independent operations and, therefore, rely on our subsidiaries to make funds available to us.

We are a holding company with no significant independent operations and no significant assets other than the capital stock of our subsidiaries, including SIRVA Worldwide, Inc., our direct wholly owned subsidiary (“SIRVA Worldwide”). Therefore, our cash flow and our ability to meet our obligations depend on the receipt of dividends or other distributions from our subsidiaries. The ability of our subsidiaries to pay any dividends and distributions will be subject to, among other things, the terms of our ABL Revolver and Term Loan, which each contain a number of significant covenants that, among other matters, restrict our ability to incur additional indebtedness, incur capital lease obligations, pay dividends, make acquisitions or engage in mergers or

consolidations, make capital expenditures, and receive dividends and distributions from SIRVA Worldwide except to fund our operating expenses in the ordinary course of business. In addition, we are required to comply with specified financial ratios and tests, 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.

Each of Aurora and EGI independently has substantial control over us and will be able to influence corporate matters with respect to us. Aurora and EGI may have interests that differ from each other and from those of our other stockholders.

After giving effect to this offering, Aurora and EGI will directly or indirectly hold, in the aggregate, approximately 41.4% and 21.9% of the voting power of our outstanding common stock, respectively, or 39.7% and 21.0%, respectively, if the underwriters exercise their option to purchase additional shares in full. As a result, each of Aurora and EGI are able to strongly influence the election of our directors and potentially control the outcome of any corporate transaction or other matter submitted to our stockholders for approval, including potential mergers or acquisitions, asset sales and other significant corporate transactions. See “Certain Relationships and Related Person Transactions.” So long as Aurora and EGI continue to own a majority of our common stock, they will have the ability to control the vote in any election of directors and will have the ability to prevent any transaction that requires stockholder approval, regardless of whether others believe the transaction is in our best interests.

The interests 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 extent investors perceive disadvantages in owning stock with a controlling stockholder. In addition, Aurora and EGI are in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant existing or potential customers.

Risks Related to this Offering

There is no existing public market for our common stock and an active, liquid trading market for our common stock may not develop.

There is no existing public market for our common stock. We cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock will be determined by negotiation between us and the underwriters and may not be indicative of prices that will prevail following the completion of this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price.

Future sales of our common stock or securities convertible into or exchangeable for common stock could depress the market price of our common stock.

We and substantially all of our 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 11,562,500

shares of common stock that we are selling in this offering, or 13,296,875 shares if the underwriters exercise their option to purchase additional shares in full, 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 450 million shares of common stock authorized and 39,470,796 shares of common stock outstanding (or 41,205,171 shares of common stock outstanding if the underwriters exercise their option to purchase additional shares in full). In addition, any shares of common stock purchased by participants in our directed share program, including the EGI Directed Shares, the sale of which is being administered by Conifer, will be subject to a 180-day lock-up restriction. See “Underwriting—Directed Share Program.” After this offering and upon expiration of the lock-up agreements, and after the holding period requirements of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), have elapsed, approximately 26.8 million additional shares will be eligible for sale in the public market.

Aurora, EGI and certain of our other stockholders (and certain permitted transferees thereof) have registration rights with respect to the common stock they hold. These shares may be sold in the public market and the shares held by Aurora and EGI are subject to a 180-day lock-up period.

The underwriters may, in their sole discretion and without notice, release all or any portion of the shares subject to lock-up agreements prior to expiration of the lock-up period. Subject to the terms of the lock-up agreements, we also may issue our shares of common stock or securities convertible into our common stock from time to time in connection with a financing, acquisition, investments or otherwise. We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Any such issuance could result in substantial dilution to our existing stockholders. Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to or could sell shares, could reduce the market price of our common stock. Any decline in the price of shares of our common stock could impede our ability to raise capital through the issuance of additional shares of our common stock or other equity securities.

We will incur increased costs as a result of operating as a publicly traded company, and our management will be required to devote substantial time to new compliance initiatives.

As a publicly traded company, we will incur additional legal, accounting and other expenses that we do not currently incur as a private company. Although we are currently unable to estimate these costs with any degree of certainty, they may be material in amount. In addition, the Sarbanes-Oxley Act, the Dodd-Frank Act and the rules of the Securities and Exchange Commission (the “SEC”) and Nasdaq, have imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives, as well as to investor relations. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur additional costs to maintain the same or similar coverage.

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 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.

Our internal control over financial reporting does not currently meet the standards required by Section 404 of the Sarbanes-Oxley Act, and failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business, financial condition and results of operations.

We do not currently document or test our compliance with these controls on a periodic basis in accordance with Section 404. Furthermore, we have not tested our internal controls in accordance with Section 404 and, due to our lack of documentation, such a test would not be possible to perform at this time.

We 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.

In 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 of our common stock may be volatile and you could lose all or part of your investment.

Securities markets worldwide have experienced, and 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 our common 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 risk factors described herein, and other factors beyond our control. Factors affecting the trading price of our common stock could include:

•

market conditions in the broader stock market;

•

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

•

variations in operating results of similar companies;

•

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

•

issuance of new, negative or changed securities analysts’ reports or recommendations or estimates;

•

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

•

sales, or anticipated sales, of our stock, including sales by existing stockholders;

•

additions or departures of key personnel;

•

regulatory or political developments;

•

stock-based compensation expense under applicable accounting standards;

•

litigation and governmental investigations; and

•

changing economic conditions.

These 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.

We do not anticipate paying any dividends for the foreseeable future.

We do not intend in the foreseeable future to pay any dividends to holders of our common stock. We currently intend to retain our future earnings, if any, for the foreseeable future, to repay indebtedness and to support our general corporate purposes. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future, and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our 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 condition, capital requirements, level of indebtedness, statutory and contractual restrictions apply to the payment of dividends and other considerations that our board of directors deems relevant. Our debt agreements limit the amounts available to us to pay cash dividends, and, to the extent that we require additional funding, sources may prohibit the payment of a dividend. See “Dividend Policy.” As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our common stock.

If you purchase shares of common stock sold in this offering, you will incur immediate and substantial dilution.

The 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 net tangible book value as of March 31, 2014 and assuming an offering price of $16.00 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 $22.49 per share. See “Dilution.”

FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical 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 timing or nature of future operating or financial performance or other events.

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.

Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual operating and financial performance to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering will be approximately $164.8 million based on public offering price of $16.00 per share, which is the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering.

We intend to use approximately $153.2 million 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.

A $1.00 increase (decrease) in the assumed initial public offering price of $16.00 per share would increase (decrease) the net proceeds to us from this offering by $10.8 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.

DIVIDEND POLICY

We do 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.”

In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.

Any future determination to pay dividends will be at the discretion of our board of directors, and will take into account:

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restrictions in our debt instruments;

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general economic business conditions;

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our capital requirements and the capital requirements of our subsidiaries;

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our financial condition and results of operations;

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the ability of our operating subsidiaries to pay dividends and make distributions to us; and

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such other factors as our board of directors may deem relevant.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and consolidated capitalization as of March 31, 2014:

•

on an actual basis, giving effect to a 26-for-1 stock split and the increase in authorized shares of common stock which occurred on July 18, 2014 pursuant to the filing of our Third Amended and Restated Certificate of Incorporation; and

•

on an as adjusted basis to give effect to (i) the filing of our Fourth Amended and Restated Certificate of Incorporation and (ii) the sale of 11,562,500 shares of our common stock in this offering and the application of the net proceeds received by us from this offering as described under “Use of Proceeds.”

This table should be 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.


	As of March 31, 2014
	Actual			As Adjusted⁽¹⁾
	(in millions, except share data)
Cash and cash equivalents	$	18.1		$	29.7

Long-Term Debt:
Term Loan⁽²⁾	$	288.9		$	288.9
ABL Revolver⁽³⁾		4.9			4.9
Capital lease obligations		1.9			1.9
Other debt		0.6			0.6

Total long-term debt, including current portion	$	296.3		$	296.3

Stockholders’ Equity:
Series A preferred stock, $0.01 par value: 1,000,000 shares authorized, actual, 100,000 shares authorized, as adjusted; 99,444 shares issued and outstanding, actual; 0 shares issued and outstanding, as adjusted		—			—
Common stock, $0.01 par value: 450,000,000 shares authorized, actual and as adjusted; 27,901,796 shares issued and outstanding, actual; 39,464,296 shares issued and outstanding, as adjusted		0.3			0.4
Additional paid-in-capital		116.5			181.8
Accumulated other comprehensive loss		(36.4	)		(36.4	)
Accumulated deficit		(261.8	)		(315.6	)

Total stockholders’ deficit		(181.4	)		(169.8	)

Total capitalization	$	114.9		$	126.5

(1)	Assuming the number of shares sold by us in this offering remains the same as set forth on the cover page, a $1.00 increase or decrease in the assumed initial public offering price would increase or decrease, as applicable, our pro forma total capitalization by approximately $10.8 million.

(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.”

(3)

Our ABL Revolver provides for $50.0 million in borrowing, subject to borrowing base limitations, and matures in 2018. See Note 7 “Long-term Debt” to the Company’s audited financial statements included elsewhere in this prospectus and “Description of Other Indebtedness.” Our borrowing capacity depends, in part, on inventory, 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.

DILUTION

If 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.

Our net tangible book value as of March 31, 2014 was approximately $(267.6) million, or $(9.59) per share, of our common stock. Net tangible book value represents the amount of total tangible assets less total liabilities and net tangible book value per share represents net tangible book value divided by the number of shares of common stock outstanding.

After giving effect to (i) the sale of 11,562,500 shares of common stock in this offering at the assumed initial public offering price of $16.00 per share (the midpoint of the range set forth on the cover of this prospectus) and (ii) the application of the net proceeds from this offering, our pro forma net tangible book value would have been $(256.0) million, or $(6.49) per share. This represents an immediate increase in pro forma net tangible book value of $3.10 per share to our existing investors and an immediate dilution in pro forma net tangible book value of $22.49 per share to new investors.

The following table illustrates this dilution on a per share of common stock basis:


Assumed initial public offering price per share				$	16.00
Net tangible book value per share as of March 31, 2014	$	(9.59	)
Increase in net tangible book value per share attributable to new investors		3.10

Pro forma net tangible book value per share after this offering					(6.49	)

Dilution in net tangible book value per share to new investors				$	(22.49	)

The following table summarizes, on a pro forma basis as of March 31, 2014 after giving effect to this offering, the total number of shares of common stock purchased from us, the total cash consideration paid to us and the average price per share paid by our existing investors and by new investors purchasing shares in this offering.


	Shares Purchased					Total Consideration (in thousands)					Average Price Per Share
	Number		Percent			Amount		Percent			Average Price Per Share
Existing stockholders		27,901,796		71	%	$	17,336		8.6	%	$	0.62
New investors		11,562,500		29	%		185,000		91.4		$	16.00

Total		39,464,296		100	%	$	202,336		100	%	$	5.13

If the underwriters were to fully exercise their option to purchase 1,734,375 additional shares of our common stock from us, the percentage of shares of our common stock held by existing stockholders would be 67.7%, and the percentage of shares of our common stock held by new investors would be 32.3%.

The above discussion and tables are based on the number of shares outstanding at March 31, 2014 and assume no exercise of outstanding options. To the extent that outstanding options are exercised, there will be further dilution to new investors purchasing common stock in this offering. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

SELECTED HISTORICAL FINANCIAL DATA

The following table sets forth our selected historical financial and other data for the periods and as of the dates indicated. We derived our 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 and 2012 from our audited consolidated financial statements included elsewhere in this prospectus. We derived our consolidated statement of operations data for the three months ended March 31, 2014 and 2013 and our balance sheet data as of March 31, 2014 from our unaudited consolidated financial statements included elsewhere in this prospectus, and our consolidated statement of operations data for the years ended December 31, 2010 and December 31, 2009 and our balance sheet data as of December 31, 2011, 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.

Our historical results are not necessarily indicative of future operating results. You should read the information set forth below in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes thereto included elsewhere in this prospectus.


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
	(in millions, except share and per share data)
	(unaudited)															(unaudited)
Statement of Operations Data:
Service revenue:
Mobility Solutions	$	28.1		$	29.6		$	142.9		$	133.1		$	137.5		$	129.6		$	123.8
Mobility Networks		196.3			189.6			1,088.9			1,080.9			1,017.0			901.2			839.1
Europe, Asia and Emerging Markets		18.2			14.3			72.2			63.1			58.9			51.3			45.8
Australia		42.0			47.1			160.5			173.7			167.1			131.0			112.8

Total service revenue		284.6			280.6			1,464.5			1,450.8			1,380.5			1,213.1			1,121.5
Direct expenses:
Purchased transportation expense		187.9			182.2			1,004.6			1,006.5			953.8			839.7			781.2
Other direct expense		53.3			52.5			229.9			222.8			218.3			186.0			169.4

Gross profit	$	43.4		$	45.9		$	230.0		$	221.5		$	208.4		$	187.4		$	170.9
Operating expenses:
Selling, general and administrative expense	$	42.0		$	45.8		$	180.8		$	184.0		$	192.3		$	173.7		$	180.7
Intangibles amortization		1.4			1.9			7.3			9.3			10.4			10.4			8.6
Restructuring and impairment expense		0.3			—			2.3			2.3			3.7			0.6			7.0
Operating income (loss) from continuing operations:
Mobility Solutions	$	0.2		$	2.4		$	25.5		$	17.9		$	13.1		$	8.5		$	0.2
Mobility Networks		(1.2	)		(1.7	)		24.2			17.1			11.7			11.4			(3.5	)
Europe, Asia and Emerging Markets		1.1			(0.3	)		4.6			1.3			4.8			5.3			4.9
Australia		1.1			1.0			2.7			1.5			1.3			0.4			(0.5	)
Corporate		(1.5	)		(3.2	)		(17.4	)		(11.9	)		(28.9	)		(22.9	)		(26.5	)

Total operating income (loss) from continuing operations	$	(0.3	)	$	(1.8	)	$	39.6		$	25.9		$	2.0		$	2.7		$	(25.4	)


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011			2010			2009
	(in millions, except share and per share data)
	(unaudited)															(unaudited)
Interest expense, net	$	6.6		$	5.9		$	26.2		$	25.1		$	32.2		$	49.9		$	46.5
Debt extinguishment loss (gain)		(0.5	)		8.0			8.0			(0.3	)		16.8			—			—
Other expense, net		0.3			0.2			0.5			—			1.3			0.8			(0.1	)
Income tax (benefit) expense		(1.0	)		(1.6	)		0.2			2.2			5.0			5.1			3.8

(Loss) income from continuing operations		(5.7	)		(14.3	)		4.7			(1.1	)		(53.3	)		(53.1	)		(75.6	)
(Loss) income income from discontinued operations, net of tax		—			(0.6	)		5.0			(0.3	)		0.4			0.3			(2.4	)

Net (loss) income		(5.7	)		(14.9	)		9.7			(1.4	)		(52.9	)		(52.8	)		(78.0	)
Less: preferred stock dividends		(4.5	)		(7.2	)		(20.4	)		(27.4	)		(18.4	)		—			—

Net loss available to common stockholders	$	(10.2	)	$	(22.1	)	$	(10.7	)	$	(28.8	)	$	(71.3	)	$	(52.8	)	$	(78.0	)

Per Share Data:
Basic and diluted loss per common share from continuing operations	$	(0.37	)	$	(0.80	)	$	(0.57	)	$	(1.06	)	$	(2.71	)	$	(2.04	)	$	(2.98	)
Basic and diluted earnings (loss) per common share from discontinued operations		—			(0.02	)		0.18			(0.01	)		0.02			0.01			(0.10	)
Basic and diluted net loss per common share		(0.37	)		(0.82	)		(0.39	)		(1.07	)		(2.69	)		(2.03	)		(3.08	)
Weighted-average basic and diluted common shares outstanding		27,532,726			27,096,290			27,260,090			26,869,700			26,513,136			26,042,666			25,359,464


	Three Months Ended March 31,		Year Ended December 31,
	2014		2013		2012		2011		2010		2009
	(in millions)
	(unaudited)								(unaudited)
Balance Sheet Data:
Total assets	$	390.3	$	427.3	$	433.2	$	447.8	$	423.9	$	416.7
Short-term debt		40.6		51.6		56.7		57.6		21.9		36.9
Long-term debt (including current portions)		296.3		294.0		172.6		181.2		329.5		298.0
Preferred stock (involuntary liquidation value)		146.5		141.9		230.6		191.9		—		—

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with “Selected Historical Financial Data” and our consolidated financial statements and the related notes and other financial information and operating data, which are included elsewhere in this prospectus. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” and “Forward-Looking Statements” sections of this prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Historical results are not necessarily indicative of the results to be expected for any future period. Results for any interim period may not necessarily be indicative of the results that may be expected for a full year.

Overview

We 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 more than 1,800 customers, including approximately 28% of the Fortune 500 and two-thirds of the Dow Jones 30.

Our History

We initially built our mobility services business through several acquisitions. In 1998, we acquired North American Van Lines, which has been in business since 1933. In 1999, we enhanced our mobility services capabilities through the acquisition of Allied Van Lines, which has been in business since 1928. From 1999 through 2004, we made a number of additional acquisitions of mobility-related businesses around the world. As we built our business, we recognized a trend for corporate customers to outsource many aspects of employee relocation services to mobility service providers. To take advantage of this opportunity, and to expand into mobility services, we made several more acquisitions of mobility services providers and developed our network of mobility services vendors. In November 2003, we completed an initial public offering of our common stock.

As a result of various factors, including acquisitions of asset-heavy businesses, acquisitions of non-core businesses, inadequate accounting control and significant related expenditures, liquidity deficiencies and taking a significant number of homes into inventory during a declining housing market, we sought bankruptcy protection and filed a pre-packaged bankruptcy plan under Chapter 11 of the U.S. Bankruptcy Code in February 2008. We emerged from bankruptcy in May 2008 as a private company controlled by Aurora and EGI. The pre-packaged bankruptcy plan allowed us to obtain relief from our debt service. After emerging from bankruptcy, we also terminated certain unfavorable customer contracts and began the process of revising certain unfavorable provisions in our customer contracts.

From 2008 through 2011, we completed a series of business initiatives designed to reduce our risk and improve our financial performance, including the following:

- Hired a new management team—We hired a new CEO in July 2008 and a new CFO, a new CIO and a new President for Asia in 2011, and recruited a number of other key executives.

- Focused on asset-light strategy—In order to focus on our asset-light businesses, we continued to divest many of our asset-heavy businesses, including our United Kingdom and Ireland moving services businesses in March 2008. Prior to that, in 2007 we sold both our New Zealand local moving services business and our Continental Europe moving services businesses which, combined, had operated in thirteen countries.

- Divested non-core businesses—We continued to divest non-core business that was not directly related to providing mobility services, including the sale of the last of our logistics businesses in 2013. This divesture was in addition to the sale of our U.K. industrial moving business in 2002, the sale of six of our seven logistics businesses in 2004 and 2005, the sale of our U.S. insurance business in 2005 and the sale of our U.K. construction management business in 2007.

- Improved our risk management—We developed and implemented new policies, programs, structures and corporate governance for home assistance that were designed to minimize risk and the number of homes in inventory, which we believe reduces our exposure to the carrying costs of homes and to fluctuations in the housing market. We also were able to revise or enter into new contracts with our corporate customers that implemented our new policies and addressed our exposure to real estate and home price fluctuations. In addition, we developed and implemented new policies, programs, structures and corporate governance to tighten our mortgage underwriting process.

- Enhanced our liquidity—We enhanced our liquidity by significantly lowering our indebtedness through the bankruptcy process and related recapitalization. In March 2011, we completed a refinancing of our senior secured credit facility by entering into a new $160.0 million term loan to replace the existing senior secured credit facility term loan and a new $50.0 million asset-based revolving credit facility to replace the existing senior secured credit facility revolver. We recorded a debt extinguishment loss of $18.9 million for the year ended December 31, 2011 associated with this refinancing.

Beginning in 2012, we initiated the implementation of our growth strategy through the following initiatives:

- Expanded our mobility services—We focused on increasing the breadth and depth of mobility services that we provide to multi-national corporations and government institutions by enhancing our in-house capabilities, introducing new products, expanding our solutions offered to customers and entering new adjacent markets.

- Developed technology—We developed our integrated technology platform that interconnects our system with the human resources departments of our corporate customers, individual transferees and our agents and third-party vendors. Our technology is a key selling point and has improved customer and transferee satisfaction, enhanced our ability to manage our agents/franchises and vendors, reduced our costs and improved our management and financial reporting. In October 2013, in order to better serve the corporate relocation market, we launched our LumpSum Xpress Marketplace product.

- Enhanced our sales and marketing capabilities—We focused the majority of our sales and marketing efforts on penetrating the Fortune 1000 and Fortune Global 500 accounts on a global basis. In addition, we targeted the market segments that depend relatively more on their employee talent for their success, such as the technology, energy, financial services, pharmaceutical and business services industries. We have enhanced our sales and marketing capabilities through various initiatives led by a new Chief Commercial Officer, who we hired in 2012, which we believe have improved the coordination and execution of global sales opportunities as evidenced by an increased win rate for new large corporate customers.

- Expanded in Europe, Asia and Emerging Markets—We believe market opportunities exist for outsourced mobility services from companies operating in Europe, Asia, the Middle East, Africa and South America. In order to take advantage of this opportunity, we have opened new locations, acquired or increased our ownership interest in businesses in China, India, Brazil and Germany that provide relocation and moving services and hired local sales and marketing personnel.

- Improved Capital Structure—In March 2013, we completed a debt refinancing that included entering into the Term Loan and the ABL Revolver. A portion of the proceeds from the Term Loan were used to redeem a portion of our outstanding Series A Preferred Stock and to pay accrued and unpaid dividends.

Since 2009, we have improved our results of operations and have expanded our business. Our service revenue has increased from $1,121.5 million in 2009 to $1,464.5 million in 2013, our Net Service Revenue has increased from $337.4 million in 2009 to $456.8 million in 2013, our Adjusted EBITDA has increased from $13.9 million in 2009 to $76.8 million in 2013, and we recorded a net loss of $78.0 million in 2009 as compared to net income of $9.7 million in 2013.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. These include Net Service Revenue, Adjusted EBITDA, new corporate customer contracts and estimated annualized service revenue under these new contracts, mobility solutions initiations, average revenue per mobility solutions initiation, mobility networks initiations, average revenue per mobility networks initiation and average home sale price.

Net Service Revenue

In our Mobility Networks, Europe, Asia and Emerging Markets and Australia segments, Net Service Revenue is a metric we use to access the amount of revenue remaining after paying PTE, which is the primary cost of providing household goods moving services. In our Mobility Solutions segment, Net Service Revenue is a metric we use to deduct losses on home sales, which is considered an expense of our premium home sale product, and is recorded in other direct expense. Net Service Revenue is defined as service revenue less PTE and losses on home sales.

Adjusted EBITDA

In evaluating our business, we consider and use Adjusted EBITDA as a supplemental measure of our operating performance. Adjusted EBITDA is a key measure used by management to evaluate our operating performance and is defined as earnings (loss) from continuing operations before interest, taxes, depreciation and amortization (“EBITDA”), further adjusted to eliminate the effects of items that we do not consider indicative of our core operating performance. The exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. A reconciliation of Adjusted EBITDA to income (loss) from continuing operations is presented in “Summary—Summary Historical Financial and Other Data.”

New Corporate Customer Contracts

To measure the performance of our operating segments and our sales and marketing activities, we track the number of new contracts that we enter into with corporate customers during a period as well as the estimated annualized service revenue from such contracts. We estimate that the annual service revenue attributable to corporate contracts signed in 2011, 2012 and 2013 will be approximately $51.0 million, $60.0 million and $86.0 million, respectively, once these contracts are fully implemented, which is usually in the second or third year after we enter into the contract.

For each of our new corporate contracts, we estimate the amount of annual revenue that will be generated by these contracts. The estimate is based on information that we receive from the customer regarding its historical trends of relocation initiations and its relocation budgets. The amounts represent the estimated annual amount that will be generated by such contracts once they are fully implemented, which is usually in the second or third year after we enter into the contract. Our contracts generally do not provide for any minimum revenue thresholds or required usage levels and may be terminated at will by the customer prior to reaching the expected levels of revenue generation. Accordingly, the actual amount of revenue generated by these contracts may differ materially from such estimates.

Mobility Solutions Initiations

We generate a substantial portion of our Net Service Revenue by providing mobility services. We track mobility solutions initiations, defined as new transfers by our corporate customers, as a key indicator of the

volume of mobility services that we will provide in the current and future periods. The portion of these transfers that occur outside the United States and Canada are referred to as global initiations. A mobility solutions initiation may also include a household move. If the household move is through our network, this may also result in a mobility networks initiation and the revenue attributable to the household move will be recognized in our Mobility Networks segment.

Average Revenue per Mobility Solutions Initiation

Average revenue generated per initiation reflects the depth and breadth of mobility services that we and our third-party vendors are providing to our corporate customers and the success of our cross-selling efforts. Average revenue per initiation is influenced by transferee homeownership, family size, the level of benefits provided by the corporate customer, the types of services provided, whether the transfer is to another country and the mix of standard home sale and premium home sale services provided. Because we do not provide our premium home sale services outside of the United States and Canada, as our mobility solutions initiations outside of these markets increases, our average revenue per mobility solutions initiations may decline.

Mobility Networks Initiations

We track mobility networks initiations, which are household goods moves by transferees of our corporate customers, individual consumers and military and government personnel. We receive revenue on international moves, interstate moves and certain intrastate moves. The number of mobility network initiations in a period has a direct impact on our service revenue. We count a mobility networks initiation for operational purposes when we load a move at the origin location, but defer revenue and expense recognition until it has been delivered or our services have been completed. We do not collect revenue in connection with certain local moves performed by our agent/franchise network.

Average Revenue per Mobility Networks Initiation

Average revenue per mobility networks initiation reflects the size, weight, distance and breadth and depth of moving services provided. Average revenue per initiation is also impacted by customer mix, with moves for international transferees typically providing higher revenue due to the additional services involved (e.g. extra crating and customs services).

Average Home Sale Price

Our service revenue is impacted by the average price of the homes that we sell in connection with our premium home sale product.

Factors Affecting Our Business

General Economic Conditions

Because a significant portion of our revenue is derived from our contracts with large multi-national corporations, our results of operations are affected by global economic conditions, particularly economic conditions in the United States, that impact these corporations. While we believe our diverse customer base limits our exposure to any particular industry or geography, global economic conditions may impact overall levels of corporate spending as well as average home sale prices, which can directly affect our results of operations. Favorable general economic conditions can also result in the deployment of personnel to take advantage of market opportunities. General economic conditions may also affect the U.S. federal government’s budget, which can impact expenditures, including expenditures on transfers of military and civilian personnel. From time to time, certain industries that employ workers with specific technical skills, such as information technology or oil and gas exploration, deploy workers to meet industry demands, which are impacted by general economic conditions.

Unemployment

Employment levels can also impact the number of mobility solutions and mobility networks initiations, which can affect our results of operations. When the employment market is tight, with unemployment at low levels, corporations may expand the geographic scope of their recruitment efforts and may offer their employees an enhanced scope of relocation benefits, which could result in more initiations and higher average revenue per initiation. Relatively high levels of unemployment may result in fewer initiations.

Globalization

As corporations expand their global reach and enter new markets, they may choose to deploy existing personnel to new markets to ensure that the right talent is working on new projects, or in response to the lack of sufficient local talent in new markets. In addition, as new multi-national corporations in developing economies become more prominent global players, they may also seek to deploy talent to additional regions of the world. Any trends that impact globalization could impact demand for our mobility services and our results of operations.

Outsourcing

Our results of operations are impacted by the rate that our existing and potential customers outsource their mobility needs or elect to manage all or a portion of these services in house or as part of another function (such as travel or business expense reimbursement).

Seasonality

Our business segments are subject to seasonal fluctuations. Historically, operating results and revenue for our Mobility Solutions, Mobility Networks and Europe, Asia and Emerging Markets have been the strongest in the second and third quarters of the calendar year, while Australia has been strongest in the first and fourth quarters, corresponding to the spring and summer months in each hemisphere. A significant portion of the expenses we incur, such as PTE and cost of homes sold, are directly related to the number of mobility events that occur in a given period and therefore vary with revenue. However, certain of our other expenses, such as interest payments, facilities costs and certain personnel-related costs, are fixed and cannot be easily reduced during a seasonal slowdown. Consequently, our net income is generally higher in the second and third quarter of each year.

Currency Fluctuations

A portion of the assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies for transaction purposes are sensitive to changes in currency exchange rates, which can impact our results of operations. We review and analyze our results of operations excluding the effect of foreign currency translation because we believe this better represents the underlying trends that impact our business. Unless otherwise indicated the effect of foreign currency translation on the period to period comparisons presented below is not material.

Components of Results of Operations

The following is a description of certain components of our results of operations and the factors that impact those components.

Revenue

Household Goods Moving Services. We earn our mobility network revenue based on the size and weight of the initiation, the distance transported and the complexity of a moving assignment. The complexity of a move is impacted by the number of additional origin and destination services requested or required based on the customer’s needs or the physical characteristic of the origin or destination locations. These additional services include packing/

unpacking, crating, appliance, home theater and backyard play set disconnect/reconnect, piano handling, extra labor and storage. In addition, we earn revenue when an individual transferee elects incremental protection for the transported goods which we refer to as “valuation” that provides for a higher protection amount to be assigned to the customer’s household goods being transported. Service revenue also includes fuel and insurance surcharges based on industry tariff guidelines.

Relocation Services (Homesale-Related). We also provide home purchase and home sale assistance, for which we earn a service fee. The amount of fees is based upon several factors including, among others, the type of home sale assistance program (premium or standard), the value of the home, the volume of business and the mix of other services provided and fees charged by us. Client service fees under our premium home sale product are charged as a fixed percentage of the home value. Costs associated with the service typically include, but are not limited to, real estate brokerage commissions, mortgage origination, title insurance and property management. Under our standard home sale product, we receive a flat service fee and we bill the customer for all costs associated with the sale of a home. For both the premium and standard home sale product, we recognize our service fees as revenue when we close on the purchase of the home from the transferee (a “closing”). In addition to the above, we receive referral fees from qualified real estate agents for the listing or home purchase referral of a transferred employee. We also provide additional services associated with real estate transactions. These services include mortgage assistance, title insurance and other products for which we earn revenue per transaction.

Relocation Services (Non-Homesale-Related). We also receive fees for a number of mobility services that we either manage or directly provide in connection with each initiation. We manage the provision of a large variety of services through our network of third-party providers and earn a management fee. These management fees are typically billed as a corporate fee for each mobility service or for a bundle of services. We may also earn referral fees from the third-party providers. For services we provide directly, we earn a service fee. These services include expense management, corporate housing, destination services, and visa and immigration.

Service revenue for the three months ended March 31, 2014 and 2013 and for the years ended December 31, 2013, 2012 and 2011 by major service type was as follows:


	Three Months Ended March 31,				Year Ended December 31,
	2014		2013		2013		2012		2011
	(in millions)
Household goods moving services	$	249.3	$	245.5	$	1,297.3	$	1,293.5	$	1,222.1
Relocation services		35.3		35.1		167.2		157.3		158.4

Total service revenue	$	284.6	$	280.6	$	1,464.5	$	1,450.8	$	1,380.5

Direct Expenses

Purchased transportation expense. The cost of services provided by our network agents and other suppliers when providing transportation and moving services is PTE. For domestic initiations, PTE includes costs for packing, loading, transportation, unloading, unpacking, origin and destination services and fuel and insurance surcharges. For international initiations, PTE also includes costs for customs clearance and security and port charges.

Other direct expense. Other direct expense is comprised of costs to assist transferees with home transactions. In our premium home sale product, these costs include real estate broker commissions, closing activities and property management responsibilities, the difference between the cost of homes purchased and the proceeds from homes sold, as well as salaries and benefits of relocation counselors and other customer-facing functions. In our standard home sale product, only salaries and benefits of relocation counselors and other customer-facing functions are direct costs to us. Other direct expense also includes costs associated with household goods related damage and loss and delay claims related to operations in our Mobility Networks,

Europe, Asia and Emerging Markets, and Australia segments. For a limited portion of our business, primarily in the Australia segment, we have direct expenses for employees (drivers, packers, warehouse personnel, etc.), warehouse facilities, transportation and warehouse equipment costs including equipment depreciation, and other cost of sales. These direct expenses are not categorized as PTE because they are incurred directly by us and not our network agents.

Gross Profit and Gross Margin

Gross profit is equal to service revenue minus total direct expenses. Gross margin is equal to gross profit divided by service revenue. Gross profit and gross margin have been and will continue to be affected by a variety of factors, including the mix of revenue attributable to each of our segments and the mix of products offered within those segments.

Operating Expenses

Selling, general and administrative expense. Selling, general and administrative expenses includes payroll and benefits, employee incentives, professional fees, including legal and accounting fees, legal reserves and legal settlement costs, technology costs, travel and administration costs, depreciation expense, office facility rents and operating costs, communications costs, and other expenses related to each of our operating centers and our corporate headquarters, as well as share-based compensation. Selling expenses include sales and marketing staff wages, commissions and benefits, as well as advertising and other sales and marketing costs.

While selling expenses may vary in proportion with service revenue, general and administrative expenses do not generally vary in proportion with service revenue. As a result, selling, general and administrative expenses as a percentage of service revenue may be higher in lower volume quarters and lower in higher volume quarters. Selling, general and administrative expense as a percentage of service revenue is typically highest in the first and fourth quarter. This category also includes payroll and benefits related to personnel at our Mobility Networks operations center. These costs can vary in higher volume quarters as temporary staffing is used to provide additional resources.

Following the completion of this offering, we will incur additional legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with the Sarbanes-Oxley Act as well as other rules implemented by the SEC and applicable stock exchange rules. We expect these rules and regulations to substantially increase our legal and financial compliance costs and to make certain financial reporting and other activities more time-consuming and costly.

Intangibles amortization. Intangibles amortization consists of the amortization of our trade names and customer relationships.

Restructuring and impairment expense. Restructuring and impairment expense consists primarily of costs associated with severance and employee benefits and lease exit costs.

Interest Expense, Net

Interest expense, net consists primarily of interest on borrowings under our Term Loan and ABL Revolver, less interest income earned on our cash and cash equivalents. Interest expense, net also includes interest due on our second lien debt. The majority of this second lien debt was cancelled in 2011 in exchange for the issuance of our Series A Preferred Stock, and all remaining amounts were fully repaid during the year ended December 31, 2013.

Debt Extinguishment Loss (Gain), Net

Debt extinguishment loss consists primarily of charges incurred in connection with our 2011 and 2013 debt refinancings. Debt extinguishment gains were related to the settlement of a note payable and the partial forgiveness of a state incentive loan.

Other Expense, Net

Other expense, net includes items such as gains or losses due to foreign exchange and other miscellaneous items.

Income Tax Expense

We are subject to corporate income tax in all of the jurisdictions in which we operate. Our historical effective tax rate differs from applicable statutory tax rate primarily due to a full valuation allowance against the U.S. and certain foreign subsidiaries’ net deferred tax assets, and the relative amount of income or loss earned in the various jurisdictions and changes in uncertain tax position liabilities and related interest and penalties. We expect the utilization of our NOLs to decline, resulting in our annual effective tax rate increasing from approximately 4% in 2013 to an estimated 34% by 2016.

Results of Operations

The following tables set forth our consolidated statements of operations in dollars and as a percentage of service revenue for the periods presented.


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013		2012			2011
	(in millions)
Service revenue	$	284.6		$	280.6		$	1,464.5	$	1,450.8		$	1,380.5

Direct expenses:
Purchased transportation expense		187.9			182.2			1,004.6		1,006.5			953.8
Other direct expense		53.3			52.5			229.9		222.8			218.3

Total direct expense		241.2			234.7			1,234.5		1,229.3			1,172.1

Gross profit		43.4			45.9			230.0		221.5			208.4

Operating expenses:
Selling, general and administrative expense		42.0			45.8			180.8		184.0			192.3
Intangible amortization		1.4			1.9			7.3		9.3			10.4
Restructuring and impairment expense		0.3			—			2.3		2.3			3.7

Operating (loss) income from continuing operations		(0.3	)		(1.8	)		39.6		25.9			2.0
Interest expense, net		6.6			5.9			26.2		25.1			32.2
Debt extinguishment (gain) loss, net		(0.5	)		8.0			8.0		(0.3	)		16.8
Other expense, net		0.3			0.2			0.5		—			1.3
Income tax (benefit) expense		(1.0	)		(1.6	)		0.2		2.2			5.0

(Loss) income from continuing operations		(5.7	)		(14.3	)		4.7		(1.1	)		(53.3	)
(Loss) income from discontinued operations, net		—			(0.6	)		5.0		(0.3	)		0.4

Net (loss) income	$	(5.7	)	$	(14.9	)	$	9.7	$	(1.4	)	$	(52.9	)


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(as a percentage of service revenue)
Service revenue		100.0	%		100.0	%		100.0	%		100.0	%		100.0	%

Direct expenses:
Purchased transportation expense		66.0	%		64.9	%		68.6	%		69.4	%		69.1	%
Other direct expenses		18.8	%		18.7	%		15.7	%		15.3	%		15.8	%

Total direct expense		84.8	%		83.6	%		84.3	%		84.7	%		84.9	%

Gross profit		15.2	%		16.4	%		15.7	%		15.3	%		15.1	%

Operating expenses:
Selling, general and administrative expense		14.7	%		16.3	%		12.3	%		12.7	%		13.9	%
Intangible amortization		0.5	%		0.7	%		0.5	%		0.6	%		0.8	%
Restructuring and impairment expense		0.1	%		0.0	%		0.2	%		0.2	%		0.3	%

Operating (loss) income from continuing operations		(0.1	)%		(0.6	)%		2.7	%		1.8	%		0.1	%
Interest expense, net		2.3	%		2.1	%		1.8	%		1.7	%		2.3	%
Debt extinguishment (gain) loss, net		(0.2	)%		2.9	%		0.6	%		0.0	%		1.2	%
Other expense, net		0.1	%		0.1	%		0.0	%		0.0	%		0.1	%
Income tax (benefit) expense		(0.3	)%		(0.6	)%		0.0	%		0.2	%		0.3	%

(Loss) income from continuing operations		(2.0	)%		(5.1	)%		0.3	%		(0.1	)%		(3.8	)%
(Loss) income from discontinued operations, net		0.0	%		(0.2	)%		0.4	%		0.0	%		0.0	%

Net (loss) income		(2.0	)%		(5.3	)%		0.7	%		(0.1	)%		(3.8	)%

The following table sets forth certain supplemental measures of our operating performance. Net Service Revenue and Adjusted EBITDA are non-GAAP financial measures and a reconciliation of each item to their nearest GAAP equivalent appears in “Summary—Summary Historical Financial and Other Data.”


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Net Service Revenue	$	95.9		$	98.1		$	456.8		$	441.4		$	422.7
Adjusted EBITDA		7.7			6.8			76.8			66.7			54.4
Adjusted EBITDA as a percentage of Net Service Revenue		8.0	%		6.9	%		16.8	%		15.1	%		12.9	%

For the Three Months Ended March 31, 2014 and March 31, 2013

Service revenue was $284.6 million in the three months ended March 31, 2014, a $4.0 million, or 1.4%, increase from $280.6 million in the three months ended March 31, 2013. Excluding the unfavorable impact of changes in exchange rates of $7.0 million, service revenue increased $11.0 million, or 3.9%, with increases in our Mobility Networks segment of $7.4 million, Europe, Asia and Emerging Markets segment of $4.3 million, and Australia segment of $0.8 million, partially offset by a decrease in our Mobility Solutions segment of $1.5 million.

Total direct expense was $241.2 million in the three months ended March 31, 2014, a $6.5 million, or 2.8%, increase from $234.7 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $5.4 million, total direct expense increased $11.9 million. PTE was $187.9 million in the three months ended March 31, 2014, a $5.7 million, or 3.1%, increase from $182.2 million in the three months ended March 31, 2013. Changes in exchange rates had a $3.3 million favorable impact on PTE. The change in PTE was driven by volume increases, which had a $7.4 million negative impact, and by PTE as a percentage of service revenue which increased from 72.6% in the three months ended March 31, 2013 to 73.3% in the three months ended March 31, 2014, resulting in a $1.6 million negative impact. Other direct expense was

$53.3 million in the three months ended March 31, 2014, a $0.8 million, or 1.5%, increase from $52.5 million in the three months ended March 31, 2013. Changes in exchange rates had a $2.1 million favorable impact. The change in other direct expense was driven by volume increases, which had a $1.8 million negative impact, higher other direct expense as a percentage of service revenue, resulting in a $0.6 million negative impact and a $0.5 million increase in losses on home sales.

Gross profit was $43.4 million in the three months ended March 31, 2014, a $2.5 million, or 5.4%, decrease compared to $45.9 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $1.6 million, gross profit decreased by $0.9 million, or 1.9%. The decrease in gross profit was driven by an increase in losses on home sales of $0.5 million and a lower gross margin across all of our operating segments except Europe, Asia, and Emerging Markets. Gross margin was 15.2% in the three months ended March 31, 2014, a 1.2 percentage point decrease compared to 16.4% in the three months ended March 31, 2013.

Operating expenses were $43.7 million in the three months ended March 31, 2014, a $4.0 million, or 8.3%, decrease compared to $47.7 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $1.4 million, operating expenses decreased by $2.6 million, or 5.4%. This decrease was primarily driven by a $2.5 million decrease in salaries and benefits mostly due to lower incentive accruals, lower pension expense and a 4.0% reduction in personnel due to our restructuring initiatives.

Operating loss from continuing operations was $0.3 million in the three months ended March 31, 2014, a $1.5 million, or 84.2%, decrease from a $1.8 million loss in the three months ended March 31, 2013. Changes in exchange rates had a $0.2 million negative impact. The improvement reflected lower operating expenses.

Interest expense was $6.6 million in the three months ended March 31, 2014, a $0.7 million, or 13.1%, increase compared to $5.9 million in the three months ended March 31, 2013. The increase reflected our higher average debt resulting from our 2013 debt refinancing, partially offset by lower interest rates resulting from the 2013 debt refinancing.

Debt extinguishment gain, net was $0.5 million in the three months ended March 31, 2014 compared to a loss of $8.0 million in the three months ended March 31, 2013. The debt extinguishment gain of $0.5 million in the three months ended March 31, 2014 was due to the forgiveness of a portion of a note payable. The debt extinguishment loss of $8.0 million in the three months ended March 31, 2013 included $8.5 million of losses related to our 2013 debt refinancing partially offset by a gain of $0.5 million from the forgiveness of a portion of a note payable.

Income tax benefit was $1.0 million in the three months ended March 31, 2014, based on a pre-tax loss from continuing operations of $6.7 million, resulting in an effective tax rate of 15.2%. Income tax benefit was $1.6 million in the three months ended March 31, 2013, based on a pre-tax loss from continuing operations of $15.9 million, resulting in an effective tax rate of 9.9%. The effective income tax rates differ from the U.S. statutory tax rate primarily due to a full valuation allowance against the U.S. and certain foreign subsidiaries’ net deferred tax assets, and the relative amount of income or loss earned in the various jurisdictions.

Loss from continuing operations was $5.7 million in the three months ended March 31, 2014, an $8.6 million improvement from a loss from continuing operations of $14.3 million in the three months ended March 31, 2013.

Net Service Revenue was $95.9 million in the three months ended March 31, 2014, a $2.2 million, or 2.2%, decrease from $98.1 million in the three months ended March 31, 2013. Excluding the unfavorable impact of changes in exchange rates of $3.7 million, Net Service Revenue increased $1.5 million, or 1.5%. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $11.0 million, excluding the impact of exchange rates, partially offset by an increase in PTE of $9.0 million and an increase in losses on home sales of $0.5 million.

Adjusted EBITDA was $7.7 million in the three months ended March 31, 2014, a $0.9 million, or 12.1%, increase from $6.8 million in the three months ended March 31, 2013. Excluding the unfavorable impact of changes in exchange rates of $0.4 million, Adjusted EBITDA increased $1.3 million, or 17.8%. The increase in Adjusted EBITDA was primarily due to a $1.7 million decrease in operating loss from continuing operations, excluding the impact of exchange rates, partially offset by a decrease in depreciation and amortization of $0.6 million. Adjusted EBITDA as a percentage of Net Service Revenue was 8.0% in the three months ended March 31, 2014, a 1.1 percentage point increase from 6.9% in the three months ended March 31, 2013.

For the Years Ended December 31, 2013 and December 31, 2012

Service revenue was $1,464.5 million in 2013, a $13.7 million, or 0.9%, increase from $1,450.8 million in 2012. Excluding the unfavorable impact of changes in exchange rates of $12.5 million, service revenue increased $26.2 million, or 1.8%, with increases in our Mobility Solutions segment of $9.8 million, Mobility Networks segment of $10.0 million, and Europe, Asia and Emerging Markets segment of $9.9 million, which were partially offset by a decrease in Australia of $3.5 million due to reduced volume from large customers in the mining sector.

Total direct expense was $1,234.5 million in 2013, a $5.2 million, or 0.4%, increase from $1,229.3 million in 2012. Excluding the favorable effect of changes in exchange rates of $9.6 million, total direct expense increased $14.8 million. PTE was $1,004.6 million in 2013, a $1.9 million, or 0.2%, decrease from $1,006.5 million in 2012. Changes in exchange rates had a $5.5 million favorable impact on PTE. The change in PTE was driven by volume increases which had an $8.9 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 76.4% in 2012 to 75.7% in 2013, resulting in a $5.3 million positive impact. Other direct expense was $229.9 million in 2013, a $7.1 million, or 3.2%, increase from $222.8 million in 2012. Changes in exchange rates had a $3.9 million favorable impact. The change in other direct expense was driven by volume increases which had a $9.2 million negative impact, higher other direct expense as a percentage of service revenue, resulting in a $1.6 million negative impact and a $0.2 million increase in losses on home sales.

Gross profit was $230.0 million in 2013, an $8.5 million, or 3.8%, increase compared to $221.5 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $3.0 million, gross profit increased by $11.5 million, or 5.2%. The increase in gross profit was driven by higher gross profit in all of our operating segments except Australia. Gross margin was 15.7% in 2013, a 0.4 percentage point increase compared to 15.3% for 2012.

Operating expenses were $190.4 million in 2013, a $5.2 million, or 2.6%, decrease compared to $195.6 million in 2012. Excluding the favorable effect of changes in exchange rates of $2.6 million, operating expenses decreased by $2.6 million, or 1.3%. This decrease was primarily driven by a $2.0 million decrease in professional fees, a $1.9 million decrease in intangibles amortization expense and a $1.5 million decrease in advertising costs. These decreases were partially offset by a $0.9 million increase in rent expense, a benefit of $0.7 million resulting from adjustments to certain accrued liabilities in 2012, a $0.7 million increase in stock compensation expense and a $0.5 million increase in various other expenses. We recorded $2.3 million of restructuring expenses related to cost savings initiatives which were predominantly related to reductions in headcount in both 2013 and 2012.

Operating income from continuing operations was $39.6 million in 2013, a $13.7 million, or 52.9%, increase from $25.9 million in 2012. The improvement reflected higher gross profit and lower operating expenses.

Interest expense was $26.2 million in 2013, a $1.1 million, or 4.4%, increase compared to $25.1 million in 2012. The increase reflected our higher average debt resulting from our 2013 debt refinancing which was partially offset by lower interest rates as a result of our 2013 debt refinancing.

Debt extinguishment loss, net was $8.0 million in 2013 compared to a gain of $0.3 million in 2012. The debt extinguishment loss of $8.0 million in 2013 was primarily attributable to our 2013 debt refinancing.

Income tax expense was $0.2 million in 2013, based on a pre-tax income from continuing operations of $4.9 million, resulting in an effective tax rate of 3.6%. Income tax expense was $2.2 million in 2012 based on a pre-tax income from continuing operations of $1.1 million resulting in an effective tax rate of 201.8%. Our effective tax rate differs from the U.S. statutory tax rate primarily due to a full valuation allowance against the U.S. and certain foreign subsidiaries’ net deferred tax assets, recognizing tax benefits of $2.5 million and $1.7 million in 2013 and 2012 from adjustments to uncertain tax positions, and the relative amount of income or loss earned in the various jurisdictions.

Income from continuing operations was $4.7 million in 2013, a $5.8 million increase from a loss from continuing operations of $1.1 million in 2012.

Net Service Revenue was $456.8 million in 2013, a $15.4 million, or 3.5%, increase from $441.4 million in 2012. Excluding the unfavorable impact of changes in exchange rates of $6.8 million, Net Service Revenue increased $22.2 million, or 5.0%. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $26.2 million, excluding the impact of exchange rates, and a decrease in PTE of $3.8 million.

Adjusted EBITDA was $76.8 million in 2013, a $10.1 million, or 15.0%, increase from $66.7 million in 2012. Excluding the negative impact of changes in exchange rates of $0.7 million, Adjusted EBITDA increased $10.8 million, or 16.2%. The increase in Adjusted EBITDA was primarily due to a $14.1 million increase in operating income, excluding the impact of exchange rates, partially offset by an increase in depreciation and amortization expense of $2.3 million. Adjusted EBITDA as a percentage of Net Service Revenue was 16.8% in 2013, a 1.7 percentage point increase from 15.1% in 2012.

For the Years Ended December 31, 2012 and December 31, 2011

Service revenue was $1,450.8 million in 2012, a $70.3 million, or 5.1%, increase from $1,380.5 million in 2011. Excluding the unfavorable impact of changes in exchange rates of $1.5 million, service revenue increased $71.8 million, or 5.2%, with increases in our Mobility Networks segment of $66.0 million, Europe, Asia and Emerging Markets segment of $4.9 million and Australia segment of $5.3 million, which were partially offset by a decrease in our Mobility Solutions segment of $4.4 million.

Total direct expense was $1,229.3 million in 2012, a $57.2 million, or 4.9%, increase from $1,172.1 million in 2011. Excluding the favorable effect of changes in exchange rates of $1.4 million, total direct expense increased $58.6 million. PTE was $1,006.5 million in 2012, a $52.7 million, or 5.5%, increase from $953.8 million in 2011. Changes in exchange rates had a $1.5 million favorable impact on PTE. The change in PTE was driven by volume increases which had a $59.8 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 76.7% in 2011 to 76.4% in 2012, resulting in a $5.6 million positive impact. Other direct expense was $222.8 million in 2012, a $4.5 million, or 2.1%, increase from $218.3 million in 2011. Changes in exchange rates had a $0.1 unfavorable impact. The change in other direct expense was driven by volume increases which had a $4.7 million negative impact, higher other direct expense as a percentage of service revenue, resulting in a $0.8 million negative impact, partially offset by a $1.1 million decrease in losses on home sales.

Gross profit was $221.5 million in 2012, a $13.1 million, or 6.4%, increase from $208.4 million in 2011. The increase was primarily due to higher gross profit in all operating segments and lower losses on home sales in our Mobility Solutions segment. Gross margin was 15.3% in 2012, a 0.2 percentage point increase from 15.1% in 2011.

Operating expenses were $195.6 million in 2012, a $10.8 million, or 5.1%, decrease from $206.4 million in 2011. The decrease reflected a $9.0 million decrease in professional fees primarily related to the termination of legacy information technology contracts in the fourth quarter of 2011, a $1.4 million decrease in restructuring and impairment charges, a $1.4 million decrease in rent expense, a $1.0 million decrease in intangibles amortization and benefits from a $0.7 million adjustment in accrued liabilities in 2012. These decreases were partially offset by a $1.5 million increase in depreciation expense related to our prior investments in information technology.

Operating income from continuing operations was $25.9 million in 2012, a $23.9 million increase from $2.0 million in 2011. The increase reflected higher gross profit and lower operating expenses discussed above.

Interest expense was $25.1 million in 2012, a $7.1 million, or 22.2%, decrease from $32.2 million in 2011. The decrease was driven by a $183.5 million decrease in our second lien debt in March 2011 that was exchanged for our Series A Preferred Stock.

Debt extinguishment gain was $0.3 million in 2012 compared to a loss of $16.8 million in 2011. Loss on debt extinguishment of $16.8 million in 2011 related primarily to our 2011 debt refinancing.

Income tax expense was $2.2 million in 2012 based on a pre-tax income from continuing operations of $1.1 million resulting in an effective tax rate of 201.8%. Income tax expense was $5.0 million in 2011, based on a pre-tax loss from continuing operations of $48.3 million, resulting in an effective tax rate of (10.5)%. Our effective tax rate differs from the applicable statutory tax rate primarily due to a full valuation allowance against the U.S. and certain foreign subsidiaries’ net deferred tax assets, and a net tax (benefit) expense of $(1.7) million and $1.0 million in 2012 and 2011, respectively, related to adjustments to uncertain tax positions, and the relative amount of income or loss earned in the various jurisdictions.

Loss from continuing operations was $1.1 million and $53.3 million in 2012 and 2011, respectively.

Net Service Revenue was $441.4 million in 2012, an $18.7 million, or 4.4%, increase from $422.7 million in 2011. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $71.8 million, excluding the impact of exchange rate changes and a reduction in losses on home sales of $1.1 million, partially offset by an increase in PTE of $54.2 million.

Adjusted EBITDA was $66.7 million in 2012, a $12.3 million, or 22.6%, increase from $54.4 million in 2011. The increase in Adjusted EBITDA was primarily due to a $23.8 million improvement in operating income, excluding the impact of exchange rate changes, partially offset by a decrease of $11.9 million in the net adjustments impacting operating income made in 2012 compared to 2011 in arriving at Adjusted EBITDA. Adjusted EBITDA as a percentage of Net Service Revenue was 15.1% in 2012, a 2.2 percentage point increase from 12.9% in 2011.

Segment Reporting

We have four operating segments, (i) Mobility Solutions, (ii) Mobility Networks, (iii) Europe, Asia and Emerging Markets and (iv) Australia. We evaluate segment performance based upon segment service revenue, segment income from operations, segment Net Service Revenue and segment Adjusted EBITDA. The following table sets forth these metrics for each of our segments for the periods presented.


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Service Revenue:
Mobility Solutions	$	28.1		$	29.6		$	142.9		$	133.1		$	137.5
Mobility Networks		196.3			189.6			1,088.9			1,080.9			1,017.0
Europe, Asia and Emerging Markets		18.2			14.3			72.2			63.1			58.9
Australia		42.0			47.1			160.5			173.7			167.1

Total	$	284.6		$	280.6		$	1,464.5		$	1,450.8		$	1,380.5

Net Service Revenue(a):
Mobility Solutions	$	27.3		$	29.3		$	139.8		$	130.2		$	133.5
Mobility Networks		30.3			29.6			160.1			155.5			144.5
Europe, Asia and Emerging Markets		14.4			11.3			59.7			51.5			47.3
Australia		23.9			27.9			97.2			104.2			97.4

Total	$	95.9		$	98.1		$	456.8		$	441.4		$	422.7

Income (loss) from Operations:
Mobility Solutions	$	0.2		$	2.4		$	25.5		$	17.9		$	13.1
Mobility Networks		(1.2	)		(1.7	)		24.2			17.1			11.7
Europe, Asia and Emerging Markets		1.1			(0.3	)		4.6			1.3			4.8
Australia		1.1			1.0			2.7			1.5			1.3
Corporate		(1.5	)		(3.2	)		(17.4	)		(11.9	)		(28.9	)

Total	$	(0.3	)	$	(1.8	)	$	39.6		$	25.9		$	2.0

Adjusted EBITDA:
Mobility Solutions	$	2.5		$	4.4		$	32.5		$	27.4		$	22.8
Mobility Networks		2.9			2.6			42.1			38.3			30.4
Europe, Asia and Emerging Markets		1.8			0.2			7.6			4.5			7.0
Australia		2.1			2.2			7.8			7.2			9.0
Corporate		(1.6	)		(2.6	)		(13.2	)		(10.7	)		(14.8	)

Total	$	7.7		$	6.8		$	76.8		$	66.7		$	54.4

(a)	The following table reconciles service revenue to Net Service Revenue for each of our operating segments:


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Mobility Solutions
Service revenue	$	28.1		$	29.6		$	142.9		$	133.1		$	137.5
Losses on home sales		(0.8	)		(0.3	)		(3.1	)		(2.9	)		(4.0	)

Net Service Revenue	$	27.3		$	29.3		$	139.8		$	130.2		$	133.5

Mobility Networks
Service revenue	$	196.3		$	189.6		$	1,088.9		$	1,080.9		$	1,017.0
Purchased transportation expense		(166.0	)		(160.0	)		(928.8	)		(925.4	)		(872.5	)

Net Service Revenue	$	30.3		$	29.6		$	160.1		$	155.5		$	144.5

Europe, Asia and Emerging Markets
Service revenue	$	18.2		$	14.3		$	72.2		$	63.1		$	58.9
Purchased transportation expense		(3.8	)		(3.0	)		(12.5	)		(11.6	)		(11.6	)

Net Service Revenue	$	14.4		$	11.3		$	59.7		$	51.5		$	47.3

Australia
Service revenue	$	42.0		$	47.1		$	160.5		$	173.7		$	167.1
Purchased transportation expense		(18.1	)		(19.2	)		(63.3	)		(69.5	)		(69.7	)

Net Service Revenue	$	23.9		$	27.9		$	97.2		$	104.2		$	97.4

Mobility Solutions

In our Mobility Solutions segment, we provide a broad range of relocation services to assist our customers that have contracts signed in the United States and Canada at each stage of an international or domestic mobility event, including policy consultation, temporary living services, move management services, global assignment management, global compensation services, immigration and visa services, orientation, settling and destination services and property management-related services including home selling and home finding or rental assistance, closing and title insurance services and mortgage origination and assistance. Additionally, we assist the human resource departments of our corporate customers in administering their mobility programs with compliance reporting, expense tracking, cost analysis and projection, vendor management, satisfaction surveys and management reporting services. We also provide consulting services to the human resources departments that include mobility policy and program development, benchmarking and educational seminars. Our consulting, mobility policy services and program development, vendor management, satisfaction surveys, and education seminars are performed by our employees. Many of the destination services including visa and immigration, rental assistance, settling-in services, and cross-cultural training are performed by our network of third-party providers.

Mobility Networks

In our Mobility Networks segment, we provide international, interstate and some intrastate household goods moving services to our customers in the United States and Canada through our agent network (Allied and northAmerican), and through our agent/franchise network and third-party providers internationally. We act as a network manager for our agent/franchise network, providing, among other things, brand management, contract negotiations, expense distribution, network optimization, dispatching for the network, billing, collection and claims handling. We operate an asset-light model, which has many of the characteristics of a franchise model, in which we sign exclusive long-term contracts with local agents that operate under our brands, perform the capital and labor-intensive moving services, and own the trucks and other assets required to perform physical moving.

Europe, Asia and Emerging Markets

In our Europe, Asia and Emerging Markets business segment, we provide our full range of mobility services in Europe, Asia, the Middle East and Brazil. In these markets, we provide a similar range of services that we offer through our Mobility Solutions and Mobility Networks segments through a combination of company-owned and agent/franchise networks.

Australia

In our Australia business segment, we provide a similar range of services that we offer through our Mobility Solutions and Mobility Networks segments through a combination of company-operated and franchise networks. We provide household goods moves on behalf of corporate customers through company-owned branches or those owned by our franchises rather than through an agent/franchise network as there are only a limited number of moving companies in this region.

Corporate

Costs associated with corporate governance activities that are not allocated to the four operating segments are reflected in Corporate. The Corporate function also provides a number of shared operational, IT and administrative services to each segment so that they do not have to replicate these services and incur duplicative costs. These shared costs are allocated to the operating segments based primarily on specific identification, projected revenue, headcount and estimated use of time. Interest expense and other non-operating items are not allocated or reviewed on a segment basis.

In order to service global customers, relocation and moving services are often provided by one segment on behalf of a customer invoiced by another segment. In those instances, the segment providing the service invoices their charges to the segment invoicing the customer in order to provide meaningful financial performance analysis at a segment level. Revenue and expense associated with these intercompany transactions are eliminated for both segment and consolidated reporting.

Segment Results of Operations

Mobility Solutions


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Service revenue	$	28.1		$	29.6		$	142.9		$	133.1		$	137.5
Total direct expense		18.8			18.3			83.8			78.6			85.5

Gross profit		9.3			11.3			59.1			54.5			52.0
Income from continuing operations		0.2			2.4			25.5			17.9			13.1

Net Service Revenue		27.3			29.3			139.8			130.2			133.5
Adjusted EBITDA		2.5			4.4			32.5			27.4			22.8
Adjusted EBITDA as a percentage of Net Service Revenue		9.2	%		15.0	%		23.2	%		21.0	%		17.1	%

	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
Mobility Solutions Initiations		7,800			6,074			26,303			23,329			23,689
Average Revenue Per Mobility Solutions Initiation	$	3,603		$	4,869		$	5,432		$	5,703		$	5,803
Average Home Sale Price	$	358,897		$	361,735		$	353,444		$	345,457		$	326,186

For the Three Months Ended March 31, 2014 and March 31, 2013

Service revenue was $28.1 million in the three months ended March 31, 2014, a $1.5 million, or 5.1%, decrease from $29.6 million in the three months ended March 31, 2013. The decrease in service revenue was primarily due to lower homesale-related revenue of $3.0 million due to a 16.0% decrease in premium home sale closings, partially offset by a $1.5 million increase in non-homesale-related revenue primarily due to an increase in global initiations. The decrease in average revenue per mobility solutions initiation during this period also reflected an increase in global initiations, which decreased the percentage of initiations that included our premium home sale product.

Total direct expense was $18.8 million in the three months ended March 31, 2014, a $0.5 million, or 2.7%, increase from $18.3 million in the three months ended March 31, 2013. The increase in direct expense was driven by higher direct expense as a percentage of service revenue resulting in a $0.9 million negative impact and higher losses on home sales of $0.5 million, partially offset by volume decreases which had a $0.9 million positive impact. The higher expense as a percentage of service revenue was primarily related to new client implementation costs which were incurred in advance of revenue recognition.

Gross profit was $9.3 million in the three months ended March 31, 2014, a $2.0 million, or 18.2%, decrease from $11.3 million in the three months ended March 31, 2013. Gross margin was 33.1% in the three months ended March 31, 2014, a 5.1 percentage point decrease from 38.2% in the three months ended March 31, 2013. The decline in gross profit was driven by a decrease in premium home sale closings.

Operating expenses were $9.1 million in the three months ended March 31, 2014, a $0.2 million, or 1.8%, increase from $8.9 million in the three months ended March 31, 2013. The increase was primarily driven by higher travel, legal and bad debt expenses, partially offset by lower advertising costs.

Operating income was $0.2 million in the three months ended March 31, 2014, a $2.2 million, or 92.1%, decrease from $2.4 million in the three months ended March 31, 2013. The decrease primarily reflected lower gross profit on service revenue and higher losses on home sales.

Net Service Revenue was $27.3 million in the three months ended March 31, 2014, a $2.0 million, or 6.8%, decrease from $29.3 million in the three months ended March 31, 2013. The decrease in Net Service Revenue was due to the decline in service revenue of $1.5 million, and an increase in losses on home sales.

Adjusted EBITDA was $2.5 million in the three months ended March 31, 2014, a $1.9 million, or 43.2%, decrease from $4.4 million in the three months ended March 31, 2013. The decrease in Adjusted EBITDA was primarily due to the decline in operating income of $2.2 million, partially offset by an increase in adjustments primarily related to new customer related costs. Adjusted EBITDA as a percentage of Net Service Revenue was 9.2% in the three months ended March 31, 2014, a 5.8 percentage point decrease from 15.0% in the three months ended March 31, 2013.

For the Years Ended December 31, 2013 and December 31, 2012

Service revenue was $142.9 million in 2013, a $9.8 million, or 7.4%, increase from $133.1 million in 2012. The increase in service revenue was due to higher homesale-related revenue of $9.3 million, primarily due to a 6.0% increase in premium home sale closings and an increase in average home sale price and higher non-homesale-related revenue of $0.5 million primarily due to an increase in global initiations.

Total direct expense was $83.8 million in 2013, a $5.2 million, or 6.6%, increase from $78.6 million in 2012. The increase in direct expense was driven by volume increases which had a $5.6 million negative impact and higher losses on home sales of $0.2 million, partially offset by lower direct expense as a percentage of service revenue resulting in a $0.6 million positive impact. The lower expense as a percentage of service revenue was primarily related to cost savings initiatives.

Gross profit was $59.1 million in 2013, a $4.6 million, or 8.5%, increase from $54.5 million in 2012. Gross margin was 41.4% in 2013, a 0.5 percentage point increase from 40.9% in 2012. The improvement in gross profit was driven by an increase in referral fees, mortgage origination volume, premium home sale closing volume and average home sales price.

Operating expenses were $33.6 million in 2013, a $3.0 million, or 8.0%, decrease from $36.6 million in 2012. The decline was primarily driven by lower salaries due to a reduction in personnel as a result of our restructuring initiatives and lower professional fees.

Operating income was $25.5 million in 2013, a $7.6 million, or 42.0%, increase from $17.9 million in 2012. The increase primarily reflected higher gross profit and lower operating expenses as discussed further above.

Net Service Revenue was $139.8 million in 2013, a $9.6 million, or 7.4%, increase from $130.2 million in 2012. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $9.8 million.

Adjusted EBITDA was $32.5 million in 2013, a $5.1 million, or 18.4%, increase from $27.4 million in 2012. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $7.6 million, partially offset by a reduction in adjustments of $2.4 million primarily related to mortgage reinsurance losses which declined $3.0 million. Adjusted EBITDA as a percentage of Net Service Revenue was 23.2% in 2013, a 2.2 percentage point increase from 21.0% in 2012.

For the Years Ended December 31, 2012 and December 31, 2011

Service revenue was $133.1 million in 2012, a $4.4 million, or 3.2%, decrease from $137.5 million in 2011. The decrease in service revenue was due to lower homesale-related revenue of $2.9 million primarily due to a 13.7% decrease in premium home sale closings, and a decrease in non-homesale-related revenue of $1.5 million due to lower corporate housing revenue.

Total direct expense was $78.6 million in 2012, a $6.9 million, or 8.1%, decrease from $85.5 million in 2011. The decrease in direct expense was driven by lower direct expense as a percentage of service revenue resulting in a $3.4 million positive impact, volume decreases which had a $2.4 million positive impact, and lower losses on home sales of $1.1 million. The lower expense as a percentage of service revenue was primarily related to cost savings initiatives.

Gross profit was $54.5 million in 2012, a $2.5 million, or 4.9%, increase from $52.0 million in 2011. Gross margin was 40.9% in 2012 as compared to 37.8% in 2011. The increase in gross profit was primarily driven by an increase in average margin per homeowner initiation.

Operating expenses were $36.6 million in 2012, a $2.3 million, or 5.9%, decrease from $38.9 million in 2011. The decrease was primarily the result of lower salaries due to a 4.7% reduction in personnel due to our restructuring initiatives and lower legal costs and professional fees. These decreases were partially offset by a restructuring charge of $0.3 million in 2012 for costs to exit a facility and a cost savings initiative.

Operating income was $17.9 million in 2012, a $4.8 million, or 36.9%, increase from $13.1 million in 2011. The increase in operating income was primarily driven by higher mortgage revenue, lower operating expenses, and lower losses on home sales.

Net Service Revenue was $130.2 million in 2012, a $3.3 million, or 2.5%, decrease from $133.5 million in 2011. The decrease in Net Service Revenue was primarily due to the decline in service revenue of $4.4 million, which was partially offset by a decrease in losses on home sales of $1.1 million.

Adjusted EBITDA was $27.4 million in 2012, a $4.6 million, or 20.6%, increase from $22.8 million in 2011. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $4.8 million. Adjusted EBITDA as a percentage of Net Service Revenue was 21.0% in 2012, a 3.9 percentage point increase from 17.1% in 2011.

Mobility Networks


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Service revenue	$	196.3		$	189.6		$	1,088.9		$	1,080.9		$	1,017.0
Direct expenses:
Purchased transportation expense		166.0			160.0			928.8			925.4			872.5
Other direct expense		12.5			11.4			57.5			56.3			54.5

Total direct expense		178.5			171.4			986.3			981.7			927.0

Gross profit		17.8			18.2			102.6			99.2			90.0
Income (loss) from continuing operations		(1.2	)		(1.7	)		24.2			17.1			11.7

Net Service Revenue		30.3			29.6			160.1			155.5			144.5
Adjusted EBITDA		2.9			2.6			42.1			38.3			30.4
Adjusted EBITDA as a percentage of Net Service Revenue		9.6	%		8.9	%		26.3	%		24.6	%		21.0	%

	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
Mobility Networks Initiations		32,233			30,285			166,625			167,390			164,130
Average Revenue Per Mobility Networks Initiation	$	6,090		$	6,260		$	6,535		$	6,458		$	6,196

For the Three Months Ended March 31, 2014 and March 31, 2013

Service revenue was $196.3 million in the three months ended March 31, 2014, a $6.7 million, or 3.5%, increase from $189.6 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $0.7 million, service revenue increased by $7.4 million, or 3.9%. The increase was driven primarily by a 6.4% increase in initiations partially offset by a 2.7% decline in average revenue per initiation due to an increase in auto initiations, the mix of customers and lower domestic average weight per initiation.

Total direct expense was $178.5 million in the three months ended March 31, 2014, a $7.1 million, or 4.1%, increase from $171.4 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $0.5 million, total direct expense increased $7.6 million. PTE was $166.0 million in the three months ended March 31, 2014, a $6.0 million, or 3.7%, increase from $160.0 million in the three months ended March 31, 2013. Changes in exchange rates had a $0.5 million favorable impact on PTE. The change in PTE was driven by volume increases, which had a $6.2 million negative impact, and by PTE as a percentage of service revenue which increased from 84.4% in the three months ended March 31, 2013 to 84.6% in the three months ended March 31, 2014, resulting in a $0.3 million negative impact. Other direct expense was $12.5 million in the three months ended March 31, 2014, a $1.1 million, or 9.5%, increase from $11.4 million in the three months ended March 31, 2013. The change in other direct expense was driven by volume increases which had a $0.4 million negative impact and higher other direct expense as a percentage of service revenue, resulting in a $0.7 million negative impact. The higher expense as a percentage of service revenue was primarily related to increased spend on initiation internet leads.

Gross profit was $17.8 million in the three months ended March 31, 2014, a $0.4 million, or 1.8%, decrease from $18.2 million in the three months ended March 31, 2013. Gross margin was 9.1% in the three months ended March 31, 2014, a 0.5 percentage point decrease from 9.6% in the three months ended March 31, 2013. The decline in gross margin was primarily due to mix of revenue, lower valuation revenue and higher claims cost as a percent of revenue.

Operating expenses were $19.0 million in the three months ended March 31, 2014, a $0.9 million, or 4.6%, decrease from $19.9 million in the three months ended March 31, 2013. The decrease was primarily driven by lower intangible amortization expense and salaries and benefits expense mostly due to a 10.2% reduction in personnel due to our restructuring initiatives.

Operating loss from continuing operations was $1.2 million in the three months ended March 31, 2014, a $0.5 million, or 33.8%, decrease from a loss of $1.7 million in the three months ended March 31, 2013. The improvement was primarily driven by the lower operating expenses.

Net Service Revenue was $30.3 million in the three months ended March 31, 2014, a $0.7 million, or 2.6%, increase from $29.6 million in the three months ended March 31, 2013. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $7.4 million, excluding the impact of exchange rates, partially offset by an increase in PTE of $6.5 million.

Adjusted EBITDA was $2.9 million in the three months ended March 31, 2014, a $0.3 million, or 10.4%, increase from $2.6 million in the three months ended March 31, 2013. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $0.5 million, partially offset by a decrease in depreciation and amortization of $0.2 million. Adjusted EBITDA as a percentage of Net Service Revenue was 9.6% in the three months ended March 31, 2014, a 0.7 percentage point increase from 8.9% in the three months ended March 31, 2013.

For the Years Ended December 31, 2013 and December 31, 2012

Service revenue was $1,088.9 million in 2013, an $8.0 million, or 0.7%, increase from $1,080.9 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $2.0 million, service revenue increased by $10.0 million, or 0.9%. The increase was driven primarily by a 1.4% increase in revenue per initiation due to general rate increases, larger origin and destination service charges and more valuation revenue. The increase in revenue per initiation was partially offset by a 0.5% decline in initiation volumes with a 28.3% reduction in domestic military volumes offsetting a 2.6% increase in all other initiations.

Total direct expense was $986.3 million in 2013, a $4.6 million, or 0.5%, increase from $981.7 million in 2012. Excluding the favorable effect of changes in exchange rates of $1.8 million, total direct expense increased $6.4 million. PTE was $928.8 million in 2013, a $3.4 million, or 0.4%, increase from $925.4 million in 2012. Changes in exchange rates had a $1.8 million favorable impact on PTE. The change in PTE was driven by volume increases which had an $8.5 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 85.6% in 2012 to 85.3% in 2013, resulting in a $3.3 million positive impact. The improved PTE expense as a percentage of service revenue was primarily related to lower fuel surcharge PTE. Other direct expense was $57.5 million in 2013, a $1.2 million, or 2.2%, increase from $56.3 million in 2012. The change in other direct expense was driven by volume increases which had a $0.5 million negative impact and higher other direct expense as a percentage of service revenue, resulting in a $0.7 million negative impact. The higher expense as a percentage of service revenue was primarily related to household goods claims expense.

Gross profit was $102.6 million in 2013, a $3.4 million, or 3.4%, increase from $99.2 million in 2012. Gross margin was 9.4% in 2013, a 0.2 percentage point increase from 9.2% in 2012. The improvement in gross margin was primarily due to general rate increases, lower third-party transportation expenses and a higher percentage of initiations with valuation revenue.

Operating expenses were $78.4 million in 2013, a $3.7 million, or 4.6%, decrease from $82.1 million in 2012. The decrease was primarily driven by lower intangible and agent contract amortization expense of $2.0 million, restructuring expense of $0.9 million and professional fees of $0.8 million.

Operating income from continuing operations was $24.2 million in 2013, a $7.1 million, or 41.8%, increase from $17.1 million in 2012. The increase reflected the higher gross profit from improved margin per initiation and lower operating expenses.

Net Service Revenue was $160.1 million in 2013, a $4.6 million, or 2.9%, increase from $155.5 million in 2012. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $10.0 million, excluding the impact of exchange rates, partially offset by an increase in purchase transportation expense of $5.2 million.

Adjusted EBITDA was $42.1 million in 2013, a $3.8 million, or 10.1%, increase from $38.3 million in 2012. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $7.1 million, partially offset by a reduction in adjustments of $1.1 million primarily related to restructuring and severance expense, and a reduction in depreciation and amortization expense of $2.2 million. Adjusted EBITDA as a percentage of Net Service Revenue was 26.3% in 2013, a 1.7 percentage point increase from 24.6% in 2012.

For the Years Ended December 31, 2012 and December 31, 2011

Service revenue was $1,080.9 million in 2012, a $63.9 million, or 6.3%, increase from $1,017.0 million in 2011. Excluding the unfavorable effect of changes in exchange rates of $2.1 million, service revenue increased by $66.0 million, or 6.5%. The increase in service revenue was driven by a 19.9% increase in domestic military initiation volumes and a 7.0% increase in international initiation volumes, which was offset in part by a 1.1% decline in initiation volumes in our other channels. Revenue per initiation increased 3.9% primarily due to general rate increases, improved yield management, larger origin and destination service charges, more valuation revenue, and higher fuel surcharges.

Total direct expense was $981.7 million in 2012, a $54.7 million, or 5.9%, increase from $927.0 million in 2011. Excluding the favorable effect of changes in exchange rates of $1.9 million, total direct expense increased $56.6 million. PTE was $925.4 million in 2012, a $52.9 million, or 6.1%, increase from $872.5 million in 2011. Changes in exchange rates had a $1.8 million favorable impact on PTE. The change in PTE was driven by volume increases which had a $56.7 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 85.8% in 2011 to 85.6% in 2012, resulting in a $2.0 million positive impact. Other direct expense was $56.3 million in 2012, a $1.8 million, or 3.3%, increase from $54.5 million in 2011. Changes in exchange rates had a $0.1 favorable impact. The change in other direct expense was driven by volume increases which had a $3.5 million negative impact, partially offset by lower other direct expense as a percentage of service revenue, resulting in a $1.6 million positive impact.

Gross profit was $99.2 million in 2012, a $9.2 million, or 10.3%, increase from $90.0 million in 2011. Gross margin was 9.2% in 2012, a 0.4 percentage point increase from 8.8% in 2011. The increase in gross margin was primarily due to general rate increases, improved yield management and more valuation revenue.

Total operating expenses were $82.1 million in 2012, a $3.8 million, or 4.9%, increase from $78.3 million in 2011. The increase resulted from a $2.4 million increase in depreciation expense associated with our investment in upgraded information technology infrastructure and applications and a $1.7 million restructuring charge related to a cost savings initiative. These increases were partially offset by a $0.7 million decrease in intangibles amortization expense.

Operating income from continuing operations was $17.1 million in 2012, a $5.4 million, or 46.7%, increase from $11.7 million in 2011. The increase reflected higher gross profits from increased average revenue per initiation and initiation volume partially offset by higher operating expenses.

Net Service Revenue was $155.5 million in 2012, an $11.0 million, or 7.7%, increase from $144.5 million in 2011. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $66.0 million, excluding the impact of exchange rate changes, which was partially offset by an increase in purchase transportation expense of $54.7 million.

Adjusted EBITDA was $38.3 million in 2012, a $7.9 million, or 25.9%, increase from $30.4 million in 2011. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $5.5 million, excluding exchange rate changes, an increase in depreciation and amortization of $1.7 million and a $0.9 million increase in adjustments primarily related to restructuring expense. Adjusted EBITDA as a percentage of Net Service Revenue was 24.6% in 2012, a 3.6 percentage point increase from 21.0% in 2011.

Europe, Asia and Emerging Markets


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Service revenue		$18.2			$14.3		$	72.2		$	63.1		$	58.9
Direct expenses:
Purchased transportation expense		3.8			3.0			12.5			11.6			11.6
Other direct expense		7.7			6.2			31.5			27.2			23.1

Total direct expense		11.5			9.2			44.0			38.8			34.7

Gross profit		6.7			5.1			28.2			24.3			24.2
Income (loss) from continuing operations		1.1			(0.3	)		4.6			1.3			4.8

Net Service Revenue		14.4			11.3			59.7			51.5			47.3
Adjusted EBITDA		1.8			0.2			7.6			4.5			7.0
Adjusted EBITDA as a percentage of Net Service Revenue		12.4	%		1.9	%		12.7	%		8.7	%		14.8	%

For the Three Months Ended March 31, 2014 and March 31, 2013

Service revenue was $18.2 million in the three months ended March 31, 2014, a $3.9 million, or 27.4%, increase from $14.3 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $0.4 million, service revenue increased by $4.3 million, or 30.2%. The increase was driven by new global customers, resulting in higher moving revenue of $1.9 million in Malaysia, Singapore and China due to a 5.3% increase in moving initiations in those countries and higher relocation revenue of $2.0 million throughout the segment. In addition, service revenue increased $0.5 million due to the effect of new initiatives in Qatar in April 2013.

Total direct expense was $11.5 million in the three months ended March 31, 2014, a $2.3 million, or 24.8%, increase from $9.2 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $0.2 million, total direct expense increased $2.5 million. PTE was $3.8 million in the three months ended March 31, 2014, a $0.8 million, or 28.1%, increase from $3.0 million in the three months ended March 31, 2013. Changes in exchange rates had a $0.1 million favorable impact on PTE. The change in PTE was driven by volume increases which had a $0.9 million negative impact. Other direct expense was $7.7 million in the three months ended March 31, 2014, a $1.5 million, or 23.3%, increase from $6.2 million in the three months ended March 31, 2013. Changes in exchange rates had a $0.1 million favorable impact on other direct expense. The change in other direct expense was driven by volume increases which had a $1.9 million negative impact, partially offset by lower other direct expense as a percentage of service revenue resulting in a $0.3 million positive impact.

Gross profit was $6.7 million in the three months ended March 31, 2014, a $1.6 million, or 32.2%, increase from $5.1 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in

exchange rates of $0.2 million, gross profit increased by $1.8 million, or 35.6%. The increase was driven by higher moving initiation volume in Malaysia, Singapore and China, which resulted in an increase in gross profit of $0.9 million, and higher relocation initiation volume, and pricing across all markets which resulted in an increase in gross profit of $1.0 million. In addition, gross profit increased $0.2 million due to the effect of new initiatives in Qatar. Gross margin was 37.0% in the three months ended March 31, 2014 as compared to 35.5% in the three months ended March 31, 2013.

Operating expenses were $5.6 million in the three months ended March 31, 2014, a $0.2 million, or 3.8%, increase from $5.4 million in the three months ended March 31, 2013. The increase was the result of higher restructuring expense.

Operating income from continuing operations was $1.1 million in the three months ended March 31, 2014, a $1.4 million increase from a loss of $0.3 million in the three months ended March 31, 2013. Operating income increased as higher gross profit were partially offset by higher operating expenses.

Net Service Revenue was $14.4 million in the three months ended March 31, 2014, a $3.1 million, or 27.3%, increase from $11.3 million in the three months ended March 31, 2013. Changes in exchange rates had a $0.3 million negative impact. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $4.3 million, excluding the impact of exchange rate changes, partially offset by an increase in PTE of $0.9 million.

Adjusted EBITDA was $1.8 million in the three months ended March 31, 2014, a $1.6 million increase from $0.2 million in the three months ended March 31, 2013. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $1.4 million. Adjusted EBITDA as a percentage of Net Service Revenue was 12.4% in the three months ended March 31, 2014, a 10.5 percentage point increase from 1.9% in the three months ended March 31, 2013.

For the Years Ended December 31, 2013 and December 31, 2012

Service revenue was $72.2 million in 2013, a $9.1 million, or 14.4%, increase from $63.1 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $0.8 million, service revenue increased by $9.9 million, or 15.6%. The increase was driven by new global customers, resulting in higher moving revenue of $4.4 million in Singapore and China and higher relocation revenue of $2.9 million throughout the segment. In addition, service revenue increased $2.1 million due to the full year effect of the Brazil acquisition made in August 2012 and $1.1 million due to the startup of operations in Qatar in 2013.

Total direct expense was $44.0 million in 2013, a $5.2 million, or 13.3%, increase from $38.8 million in 2012. Excluding the favorable effect of changes in exchange rates of $0.4 million, total direct expense increased $5.6 million. PTE was $12.5 million in 2013, a $0.9 million, or 7.9%, increase from $11.6 million in 2012. Changes in exchange rates had a $0.1 million favorable impact on PTE. The change in PTE was driven by volume increases which had a $1.8 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 18.4% in 2012 to 17.4% in 2013, resulting in a $0.8 million positive impact. The improved PTE expense as a percentage of service revenue was primarily related to a lower mix of international moving revenue. Other direct expense was $31.5 million in 2013, a $4.3 million, or 15.6%, increase from $27.2 million in 2012. Changes in exchange rates had a $0.3 million favorable impact. The change in other direct expense was driven by volume increases which had a $4.2 million negative impact and by higher other direct expense as a percentage of service revenue, resulting in a $0.4 million negative impact. The higher expense as a percentage of service revenue was primarily related to a higher mix of domestic moving and relocation revenue.

Gross profit was $28.2 million in 2013, a $3.9 million, or 16.1%, increase from $24.3 million in 2012. Gross profit increased by $4.2 million, or 17.4%. The increase was driven by higher moving initiation volume in Singapore and China, which resulted in an increase in gross profits of $1.2 million and higher relocation

initiation volume, and pricing across all markets which resulted in an increase in gross profit of $1.2 million. In addition, gross profit increased $1.2 million due to the full year effect of the Brazil acquisition and $0.5 million due to new initiatives in Qatar. Gross margin was 39.1% in 2013, a 0.6 percentage increase from 38.5% in 2012.

Operating expenses were $23.6 million in 2013, a $0.6 million, or 2.8%, increase from $23.0 million in 2012. The increase was the result of higher operating costs as it relates to setting up new customers and servicing the new customer engagements. The increase was lessened by the positive impact of cost savings initiatives which reduced staffing-related costs by $0.8 million.

Operating income from continuing operations was $4.6 million in 2013, a $3.3 million increase from $1.3 million in 2012. Operating income increased as higher gross profits were partially offset by higher operating expenses due to volume reduced partially by productivity initiatives put into place at the beginning of 2012.

Net Service Revenue was $59.7 million in 2013, an $8.2 million, or 15.8%, increase from $51.5 million in 2012. Changes in exchange rates had a $0.7 million negative impact. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $9.9 million, excluding the impact of exchange rate changes, which was partially offset by an increase in purchase transportation expense of $1.0 million.

Adjusted EBITDA was $7.6 million in 2013, a $3.1 million, or 67.9%, increase from $4.5 million in 2012. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $3.3 million, partially offset by a reduction in adjustments of $0.3 million. Adjusted EBITDA as a percentage of Net Service Revenue was 12.7% in 2013, a 4.0 percentage point increase from 8.7% in 2012.

For the Years Ended December 31, 2012 and December 31, 2011

Service revenue was $63.1 million in 2012, a $4.2 million, or 7.2%, increase from $58.9 million in 2011. Excluding the unfavorable effect of changes in exchange rates of $0.7 million, service revenue increased by $4.9 million, or 8.4%. The increase was driven by the addition of new global customers, resulting in higher moving revenue of $3.8 million in Malaysia, Hong Kong and China and higher relocation revenue of $0.8 million throughout the segment. In addition, service revenue increased $0.9 million due to the Brazil acquisition made in August 2012. These increases were partially offset by a decline of $0.8 million in moving revenue in the United Arab Emirates due to fewer expatriate assignments in that country.

Total direct expense was $38.8 million in 2012, a $4.1 million, or 11.9%, increase from $34.7 million in 2011. Excluding the favorable effect of changes in exchange rates of $0.5 million, total direct expense increased $4.6 million. PTE was $11.6 million in 2012 and 2011. Changes in exchange rates had a $0.2 million favorable impact on PTE. The change in PTE was driven by volume increases which had a $0.9 million negative impact, partially offset by PTE as a percentage of service revenue decreasing from 19.6% in 2011 to 18.4% in 2012, resulting in a $0.7 million positive impact. The improved PTE expense as a percentage of service revenue was primarily related to a lower mix of international moving revenue. Other direct expense was $27.2 million in 2012, a $4.1 million, or 17.7%, increase from $23.1 million in 2011. Changes in exchange rates had a $0.3 million favorable impact. The change in other direct expense was driven by volume increases which had a $2.0 million negative impact and by higher other direct expense as a percentage of service revenue, resulting in a $2.4 million negative impact. The higher expense as a percentage of service revenue was primarily related to a higher mix of domestic moving revenue.

Gross profit was $24.3 million in 2012, a $0.1 million, or 0.4%, increase compared to $24.2 million in 2011. Changes in exchange rates had a $0.3 million negative impact. The increase was driven by higher initiation volumes partially offset by a decline in average gross margin. Gross margin was 38.5% in 2012, a 2.6 percentage point decrease from 41.1% in 2011. The decline in gross margin was the result of a shift towards lower margin services and competitive price pressure in local markets.

Operating expenses were $23.0 million in 2012, a $3.6 million, or 18.7%, increase from $19.4 million in 2011. The increase was primarily the result of higher salary and benefit expense due to increased headcount and the acquisition of our India joint venture in the second quarter of 2011, as well as a $0.8 million restructuring charge related to a cost savings initiative.

Operating income from continuing operations was $1.3 million in 2012, a $3.5 million decrease from $4.8 million in 2011. Operating income declined primarily due to an increase in operating expenses due to our investment in expanded service capabilities. We opened seven new locations and incurred start-up costs of $0.7 million.

Net Service Revenue was $51.5 million in 2012, a $4.2 million, or 8.8%, increase from $47.3 million in 2011. Changes in exchange rates had a $0.5 million negative impact. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $4.9 million, excluding the impact of exchange rate changes, which was partially offset by an increase in purchase transportation expense of $0.2 million.

Adjusted EBITDA was $4.5 million in 2012, a $2.5 million, or 35.6%, decrease from $7.0 million in 2011. The decrease in Adjusted EBITDA was primarily due to the decline in operating income of $3.5 million, partially offset by and an increase in adjustments of $0.8 million primarily related to restructuring expense. Adjusted EBITDA as a percentage of Net Service Revenue was 8.7% in 2012, a 6.1 percentage point decrease from 14.8% in 2011.

Australia


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Service revenue	$	42.0		$	47.1		$	160.5		$	173.7		$	167.1
Direct expenses:
Purchased transportation expense		18.1			19.2			63.3			69.5			69.7
Other direct expense		14.3			16.6			57.1			60.7			55.2

Total direct expense		32.4			35.8			120.4			130.2			124.9

Gross profit		9.6			11.3			40.1			43.5			42.2
Income from continuing operations		1.1			1.0			2.7			1.5			1.3

Net Service Revenue		23.9			27.9			97.2			104.2			97.4
Adjusted EBITDA		2.1			2.2			7.8			7.2			9.0
Adjusted EBITDA as a percentage of Net Service Revenue		8.7	%		7.9	%		8.0	%		6.9	%		9.3	%

For the Three Months Ended March 31, 2014 and March 31, 2013

Service revenue was $42.0 million in the three months ended March 31, 2014, a $5.1 million, or 11.0%, decrease from $47.1 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $5.9 million, service revenue increased by $0.8 million, or 1.7%. The increase was primarily driven by higher moving revenue of $0.7 million due a 15.2% increase in international moves from Australia and growth in our relocation revenue of $0.1 million due to a 4.2% increase in global assignment fees.

Total direct expense was $32.4 million in the three months ended March 31, 2014, a $3.4 million, or 9.7%, decrease from $35.8 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $4.6 million, total direct expense increased $1.2 million. PTE was $18.1 million in the three months ended March 31, 2014, a $1.1 million, or 5.5%, decrease from $19.2 million in the three months ended March 31, 2013. Changes in exchange rates had a $2.5 million favorable impact on PTE. The change in

PTE was driven by PTE as a percentage of service revenue increasing from 40.7% in 2013 to 43.2% in 2014, resulting in a $1.1 million negative impact, and by volume increases which had a $0.3 million negative impact. The higher PTE expense as a percentage of service revenue was primarily related to a higher mix of international business. Other direct expense was $14.3 million in the three months ended March 31, 2014, a $2.3 million, or 14.5%, decrease from $16.6 million in the three months ended March 31, 2013. Changes in exchange rates had a $2.0 million favorable impact on other direct expense. The change in other direct expense was driven by lower other direct expense as a percentage of service revenue, resulting in a $0.6 million positive impact, partially offset by volume increases which had a $0.3 million negative impact. The lower expense as a percentage of service revenue was primarily related to cost savings initiatives which have reduced facility and equipment costs.

Gross profit was $9.6 million in the three months ended March 31, 2014, a $1.7 million, or 15.0%, decrease from $11.3 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $1.4 million, gross profit decreased by $0.3 million, or 2.8%. The decline was primarily driven by a lower gross margin, which was 23.0% in the three months ended March 31, 2014 and 24.0% in the three months ended March 31, 2013. The decrease in gross margin was primarily due to a higher labor usage and product mix.

Operating expenses were $8.5 million in the three months ended March 31, 2014, a $1.8 million, or 17.5%, decrease from $10.3 million in the three months ended March 31, 2013. Excluding the favorable effect of changes in exchange rates of $1.2 million, operating expenses decreased $0.6 million, or 6.3%. The decline was across nearly all expense categories as a result of restructuring and cost savings initiatives.

Operating income from continuing operations was $1.1 million in the three months ended March 31, 2014, a $0.1 million, or 10.4%, increase from $1.0 million in the three months ended March 31, 2013. Changes in exchange rates had a $0.2 million negative impact. Operating income increased as operating expense reductions offset the declines in gross profit.

Net Service Revenue was $23.9 million in the three months ended March 31, 2014, a $4.0 million, or 14.7%, decrease from $27.9 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $3.4 million, Net Service Revenue decreased by $0.6 million, or 2.5%. The decrease in Net Service Revenue was primarily due to an increase in PTE of $1.4 million, partially offset by an increase in service revenue of $0.8 million.

Adjusted EBITDA was $2.1 million in the three months ended March 31, 2014, a $0.1 million, or 6.7%, decrease from $2.2 million in the three months ended March 31, 2013. Excluding the unfavorable effect of changes in exchange rates of $0.3 million, Adjusted EBITDA increased by $0.2 million, or 8.9%. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $0.3 million, partially offset by a reduction in depreciation and amortization expense of $0.2 million. Adjusted EBITDA as a percentage of Net Service Revenue was 8.7% in the three months ended March 31, 2014, a 0.8 percentage point increase from 7.9% in the three months ended March 31, 2013.

For the Years Ended December 31, 2013 and December 31, 2012

Service revenue was $160.5 million in 2013, a $13.2 million, or 7.6%, decrease from $173.7 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $9.7 million, service revenue decreased by $3.5 million, or 2.0%. The decrease was primarily driven by reduced volume from large customers in the mining sector.

Total direct expense was $120.4 million in 2013, a $9.8 million, or 7.6%, decrease from $130.2 million in 2012. Excluding the favorable effect of changes in exchange rates of $7.2 million, total direct expense decreased $2.6 million. PTE was $63.3 million in 2013, a $6.2 million, or 8.9%, decrease from $69.5 million in 2012. Changes in exchange rates had a $3.8 million favorable impact on PTE. The change in PTE was driven by volume decreases which had a $1.4 million positive impact and by PTE as a percentage of service revenue decreasing from 40.0% in 2012 to 39.4% in 2013, resulting in a $1.0 million positive impact. The improved PTE expense as a percentage of service revenue was primarily related to a lower mix of international business. Other direct expense was $57.1

million in 2013, a $3.6 million, or 6.0%, decrease from $60.7 million in 2012. Changes in exchange rates had a $3.5 million favorable impact. The change in other direct expense was driven by volume increases which had a $1.2 million positive impact, partially offset by higher other direct expense as a percentage of service revenue, resulting in a $1.1 million negative impact. The higher expense as a percentage of service revenue was primarily related to a higher mix of domestic business, which uses primarily internal labor, versus international business, which uses more PTE.

Gross profit was $40.1 million in 2013, a $3.4 million, or 7.7%, decrease from $43.5 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $2.5 million, gross profit decreased by $0.9 million, or 2.0%. The decline was primarily driven by lower revenue. Gross margin was 25.0% in 2013 and 2012.

Operating expenses were $37.4 million in 2013, a $4.6 million, or 11.1%, decrease from $42.0 million in 2012. Excluding the favorable effect of changes in exchange rates of $2.2 million, operating expenses decreased $2.4 million, or 5.9%. The decline was primarily driven by lower salary, travel, marketing and professional fees expenses as a result of restructuring and other cost savings initiatives.

Operating income from continuing operations was $2.7 million in 2013, a $1.2 million, or 93.2%, increase from $1.5 million in 2012. Operating income increased as operating expense reductions more than offset the decline in gross profit.

Net Service Revenue was $97.2 million in 2013, a $7.0 million, or 6.7%, decrease from $104.2 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $5.9 million, Net Service Revenue decreased by $1.1 million, or 1.0%. The decrease in Net Service Revenue was primarily due to the decline in service revenue of $3.5 million, excluding exchange impacts, partially offset by a reduction in PTE of $2.4 million.

Adjusted EBITDA was $7.8 million in 2013, a $0.6 million, or 8.4%, increase from $7.2 million in 2012. Excluding the unfavorable effect of changes in exchange rates of $0.6 million, Adjusted EBITDA increased by $1.2 million, or 16.9%. The increase in Adjusted EBITDA was primarily due to the improvement in operating income of $1.5 million, excluding the impact of exchange rate changes. Adjusted EBITDA as a percentage of Net Service Revenue was 8.0% in 2013, a 1.1 percentage point increase from 6.9% in 2012.

For the Years Ended December 31, 2012 and December 31, 2011

Service revenue was $173.7 million in 2012, a $6.6 million, or 3.9%, increase from $167.1 million in 2011. Excluding the favorable effect of changes in exchange rates of $1.3 million, revenue increased by $5.3 million, or 3.2%. The increase was driven by higher moving revenue of $2.9 million due to continued growth from the mining sector, which impacted the movement of employees into Australia, and strong growth in our relocation revenue of $2.4 million due to new contracts won and ongoing growth from our existing customer base.

Total direct expense was $130.2 million in 2012, a $5.3 million, or 4.3%, increase from $124.9 million in 2011. Excluding the unfavorable effect of changes in exchange rates of $0.9 million, total direct expense increased $4.4 million. PTE was $69.5 million in 2012, a $0.2 million or 0.2%, decrease from $69.7 million in 2011. Changes in exchange rates had a $0.6 million unfavorable impact on PTE. The change in PTE was driven by PTE as a percentage of service revenue decreasing from 41.7% in 2011 to 40.0% in 2012, resulting in a $2.9 million positive impact, partially offset by volume increases which had a $2.1 million negative impact. The improved PTE expense as a percentage of service revenue was primarily related to a lower mix of international business. Other direct expense was $60.7 million in 2012, a $5.5 million, or 10.1%, increase from $55.2 million in 2011. Changes in exchange rates had a $0.4 unfavorable impact. The change in other direct expense was driven by higher other direct expense as a percentage of service revenue, resulting in a $3.4 million negative impact, and by volume increases which had a $1.7 million negative impact. The higher expense as a percentage of service revenue was primarily related to a higher mix of domestic business, which uses primarily internal labor, versus international business, which uses more PTE.

Gross profit was $43.5 million in 2012, a $1.3 million, or 2.7%, increase from $42.2 million in 2011. Changes in exchange rates had a $0.4 million positive impact. The increase was driven by higher revenue partially offset by increased property costs associated with moves to new facilities. Gross margin was 25.0% in 2012, a 0.3 percentage point decrease from 25.3% in 2011.

Operating expenses were $42.0 million in 2012, a $1.1 million, or 2.7%, increase from $40.9 million in 2011. The increase reflected higher salaries and benefits from increasing growth in the relocation business and merit increases, as well as a $0.2 million restructuring charge related to cost saving initiatives.

Operating income from continuing operations was $1.5 million in 2012, a $0.2 million, or 3.2%, increase from $1.3 million in 2011. Operating income increased as higher gross profit was partially offset by an increase in operating expenses.

Net Service Revenue was $104.2 million in 2012, a $6.8 million, or 6.9%, increase from $97.4 million in 2011. Excluding the favorable effect of changes in exchange rates of $0.7 million, Net Service Revenue increased by $6.1 million, or 6.1%. The increase in Net Service Revenue was primarily due to the improvement in service revenue of $5.3 million, excluding the impact of exchange rate changes, and a decrease in PTE of $0.8 million.

Adjusted EBITDA was $7.2 million in 2012, a $1.8 million, or 20.4%, decrease from $9.0 million in 2011. The decrease in Adjusted EBITDA was primarily due to a decrease in adjustments of $1.5 million primarily related to an Australian Tax Authority review expenses, and a reduction in depreciation and amortization of $0.4 million. Adjusted EBITDA as a percentage of Net Service Revenue was 6.9% in 2012, a 2.4 percentage point decrease from 9.3% in 2011.

Corporate

For the Three Months Ended March 31, 2014 and March 31, 2013

Corporate expenses were $1.5 million in the three months ended March 31, 2014, representing a $1.7 million decrease from $3.2 million in the three months ended March 31, 2013. The decrease was primarily the result of a $1.3 million decline in salaries and benefits mostly due to lower incentive accruals of $0.6 million and lower pension expense of $0.5 million.

For the Years ended December 31, 2013 and December 31, 2012

Corporate expenses were $17.4 million in 2013, representing a $5.5 million increase from $11.9 million in 2012. The increase was primarily the result of a $1.5 million increase in restructuring expenses, a $0.7 million increase in stock compensation expense, a $0.7 million increase in depreciation expense and a $1.9 million net increase in various other expenses as well as $0.7 million of benefits in 2012 from adjustments to accrued liabilities.

For the Years ended December 31, 2012 and December 31, 2011

Corporate expenses were $11.9 million in 2012, representing a $17.0 million decrease from $28.9 million in 2011. The decrease was primarily driven by the termination of legacy information technology contracts in the fourth quarter of 2011, a decrease in restructuring charges, lower salaries and benefits, lower rent, adjustments to certain accrued liabilities, lower impairment charges, and a net decrease in various expenses of $2.5 million.

Results of Discontinued Operations

In 2013, our board of directors authorized a disposal plan involving a non-core logistics business, the Special Products Division (“SPD”), a component of our Mobility Networks segment. The sale of the Special Products Division was completed on April 30, 2013. The results of this business are reported as discontinued operations in our consolidated statements of operations data for all periods presented.

In 2005, we sold our subsidiaries Transguard Insurance Company of America, Inc., National Association of Independent Truckers, LLC, Vanguard Insurance Agency, Inc., and other related companies of our U.S. insurance business (collectively, our “U.S. Insurance Business”). Proceeds from the sale included $20.0 million of payments due in annual installments during the years 2009 through 2013. The third, fourth and fifth payments of $4.0 million were received in 2013, 2012 and 2011, respectively. As part of the sale, we guaranteed the U.S. Insurance Business closing balance sheet net loss reserves against adverse development up to a maximum of $20.0 million. We were also entitled to receive 55% of any favorable reserve development.

Gains related to favorable loss reserve development were deferred until they were realized. The final determination of the reserve development amounts was based upon an actuarial evaluation of the closing balance sheet net loss reserves which was agreed between the parties in the second quarter of 2013. We received cumulative payments for favorable reserve development through the final settlement date of $6.1 million, which was recognized in 2013 and recorded in discontinued operations. Payments for favorable loss development of $1.5 million, $1.8 million and $1.6 million were received in 2013, 2012 and 2011, respectively.

The following table sets forth certain financial data for our discontinued operations for the periods presented:


	Three Months Ended March 31,					Year Ended December 31,
	2014		2013			2013		2012			2011
	(in millions)
Revenue	$	—	$	4.5		$	7.5	$	22.0		$	24.6
Gross profit		—		0.1			—		1.8			2.6
Income (loss) from discontinued operations, net		—		(0.6	)		5.0		(0.3	)		0.4

Loss from discontinued operations of $0.6 million in the three months ended March 31, 2013 includes the net loss from the operating activities of SPD.

Income from discontinued operations of $5.0 million for 2013 includes a net gain of $5.8 million related to the final settlement of the U.S. Insurance Business reserve guaranty liability, a net gain of $0.6 million related to the sale of SPD and a net loss of $1.4 million from the operating activities of SPD. Loss from discontinued operations of $0.3 million for 2012 includes a loss of $0.7 million from the operating activities of SPD which was partially offset by a gain of $0.4 million related to the U.S. Insurance Business. Income from discontinued operations of $0.4 million for 2011 includes a net gain of $0.3 million related the U.S. Insurance Business and net income of $0.1 million from the operating activities of SPD.

Quarterly Results

The following table sets forth our historical unaudited quarterly consolidated statement of operations data for each of the fiscal quarters of 2013. This unaudited quarterly information has been prepared on the same basis as our annual audited consolidated financial statements appearing elsewhere in this prospectus, and includes all adjustments, consisting of normal recurring adjustments, that we consider necessary to present fairly the financial information for the fiscal quarters presented. This unaudited quarterly information should be read in conjunction with our audited consolidated financial statements and the related notes appearing elsewhere in this prospectus.


	Year Ended December 31, 2013
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in millions)
Service revenue	$	280.6		$	373.8		$	480.8		$	329.3
Direct expenses:
Purchased transportation expense		182.2			253.6			346.6			222.2
Other direct expense		52.5			58.7			62.6			56.1

Total direct expense		234.7			312.3			409.2			278.3

Gross profit		45.9			61.5			71.6			51.0
Operating expenses:
Selling, general and administrative expense		45.8			45.7			45.5			43.8
Intangible amortization		1.9			1.8			1.8			1.8
Restructuring and impairment expense		—			0.6			0.1			1.6

Operating income (loss) from continuing operations		(1.8	)		13.4			24.2			3.8
Interest expense, net		5.9			6.7			7.0			6.6
Debt extinguishment loss, net		8.0			—			—			—
Other expense, net		0.2			—			—			0.3
Income tax (benefit) expense		(1.6	)		(4.6	)		7.5			(1.1	)

(Loss) income from continuing operations		(14.3	)		11.3			9.7			(2.0	)
(Loss) income from discontinued operations, net		(0.6	)		6.2			(0.1	)		(0.5	)

Net (loss) income	$	(14.9	)	$	17.5		$	9.6		$	(2.5	)

The following table sets forth certain supplemental measures of our operating performance for each of the fiscal quarters of 2013. Net Service Revenue and Adjusted EBITDA are non-GAAP financial measures and a reconciliation of each item to their nearest GAAP equivalent appears below.


	Year Ended December 31, 2013
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in millions)
Net Service Revenue	$	98.1		$	119.6		$	133.2		$	105.9
Adjusted EBITDA	$	6.8		$	22.5		$	32.5		$	15.0
Adjusted EBITDA as a percentage of Net Service Revenue		6.9	%		18.8	%		24.4	%		14.2	%

The following table reconciles service revenue to Net Service Revenue for the periods presented below:


	Year Ended December 31, 2013
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in millions)
Service revenue	$	280.6		$	373.8		$	480.8		$	329.3
Purchased transportation expense		(182.2	)		(253.6	)		(346.6	)		(222.2	)
Losses on home sales		(0.3	)		(0.6	)		(1.0	)		(1.2	)

Net Service Revenue	$	98.1		$	119.6		$	133.2		$	105.9

The following table reconciles net income (loss) to EBITDA and EBITDA to Adjusted EBITDA for the periods presented below:


	Year Ended December 31, 2013
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(in millions)
Net (loss) income	$	(14.9	)	$	17.5		$	9.6		$	(2.5	)
Interest expense, net		5.9			6.7			7.0			6.6
Income tax (benefit) expense		(1.6	)		(4.6	)		7.5			(1.1	)
Depreciation and amortization		6.4			6.2			6.3			6.6

EBITDA		(4.2	)		25.8			30.4			9.6

Debt extinguishment loss (gain)^(a)		8.0			—			—			—
Restructuring and impairment expense^(b)		—			0.6			0.1			1.6
Severance and other cost-savings initiative expenses^(c)		0.2			0.3			0.1			0.4
Pension expense^(d)		0.8			0.8			0.4			0.8
Non-recurring professional fees and settlements^(e)		0.1			0.2			0.1			0.1
Mortgage repurchases and reinsurance losses^(f)		0.2			(0.4	)		0.1			0.1
Acquisitions and new location related costs^(g)		0.1			0.4			0.3			0.2
New customer related costs^(h)		0.5			0.6			0.8			1.1
Foreign exchange losses⁽ⁱ⁾		0.4			0.1			—			0.4
Board of director fees^(j)		0.1			0.1			(0.2	)		—
Stock compensation^(k)		—			0.2			0.3			0.2
Loss (income) from discontinued operations, net of tax^(l)		0.6			(6.2	)		0.1			0.5

Subtotal adjustments		11.0			(3.3	)		2.1			5.4

Adjusted EBITDA	$	6.8		$	22.5		$	32.5		$	15.0

(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.

(b)

(c)	Costs incurred in connection with various cost savings initiatives implemented throughout the business including severance and employee benefits, hiring costs and compensation and other costs associated with completion of the debt refinancing.

(d)	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.

(e)	Legal, consulting and other professional fees and settlements, including tax consulting related to an Australian Tax Authority examination, and Australia franchise settlements and bad-debt writeoffs.

(f)

(g)	Costs incurred to consolidate warehouses in Australia and open new locations in Asia and the Middle East, including legal and professional fees, travel expenses and labor costs to move equipment and customer’s household goods stored by us.

(h)	Upfront costs incurred to implement major new customer service capabilities, including compensation and benefits for added staffing and associated hiring and training expenses.

(i)	Net losses associated with translation of foreign denominated assets and liabilities. See “Foreign Currency Translation” included within Note 2 “Summary of Significant Accounting Policies” to the Company’s audited financial statements included elsewhere in this prospectus.

(j)	Expenses paid for board of director services and reimbursement of board member travel and related expenses.

(k)	Non-cash stock-based compensation expense for our board of directors and management. See Note 12 “Capital Stock and Incentive Plans” to the Company’s audited financial statements included elsewhere in this prospectus.

(l)	(Income) loss from discontinued operations, net of tax primarily related to our U.S. Insurance Business and Special Products Division. See Note 16 “Discontinued Operations” to the Company’s audited financial statements included elsewhere in this prospectus.

Liquidity and Capital Resources

Our primary sources of liquidity are, and after the completion of this offering are expected to continue to be, our existing cash and cash equivalent balances, cash flows from operations, borrowings under our ABL Revolver and borrowings under our Warehousing Facilities.

Our principal needs for liquidity have been, and for the foreseeable future will continue to be, debt service, capital expenditures, working capital, acquisitions, mortgage servicing and real estate purchases. Additionally, our strategy includes expansion into high growth segments and entry into new geographic markets. We anticipate that the execution of these components of our strategy will not require a significant amount of resources and will be funded primarily through cash provided by operations.

The main portion of our capital expenditures has been related to computer equipment, software development and transportation and warehouse equipment. Our capital expenditures for the three months ended March 31, 2014 and 2013 were $3.5 million, and $1.8 million, respectively, and for the years ended December 31, 2013, 2012 and 2011 were $12.4 million, $10.6 million, and $15.4 million, respectively. We believe that our cash flow from operations, available cash and cash equivalents and available borrowings under our ABL Revolver will be sufficient to meet our liquidity needs. We anticipate that to the extent that we require additional liquidity, it will be funded through the incurrence of other indebtedness, equity financings or a combination. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available under our credit facilities or otherwise to meet our liquidity needs. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions.

In the limited instances where we are required to repurchase a mortgage, liquidity is directly impacted as the loan is not eligible collateral for any of our mortgage warehouse facilities and is therefore funded with operating cash or our ABL Revolver. The timeframe can vary, but on average a repurchased loan remains on our books for approximately six months until the appropriate exit strategy, usually through a refinance or a sale to another

lender, is completed. Our repurchased loan amounts for the years ended December 31, 2013, 2012 and 2011 were $0.2 million, $1.4 million and $2.1 million, respectively, and for the three months ended March 31, 2014 and 2013 were $0.0 million and $0.2 million, respectively.

Cash Flows

The following table presents a summary of cash flows from operating, investing and financing activities for the three months ended March 31, 2014 and 2013 and the years ended December 31, 2013, 2012 and 2011.


	Three Months Ended March 31,						Year Ended December 31,
	2014			2013			2013			2012			2011
	(in millions)
Net cash provided by (used for) operating activities	$	11.5		$	(2.0	)	$	16.5		$	20.6		$	(41.4	)
Net cash used for investing activities		(9.5	)		(1.9	)		(9.5	)		(6.1	)		(10.3	)
Net cash (used for) provided by financing activities		(11.3	)		6.9			(2.9	)		(14.3	)		53.4

As part of our relocation product offering, we provide home equity payments to relocating customer employees, purchase the customer employees’ homes under buyout programs in certain circumstances, and provide mortgage loans for home purchases. These equity advances, purchased homes, and mortgages are classified as current assets on our balance sheet, and movements in these assets are reflected in our cash flow from operations. The cash needed to finance these assets is largely provided by our securitization facility, as well as our mortgage warehouse facilities and ABL Revolver, movements in which are reflected in our cash flow from financing activities.

Cash flows from operating activities

Net cash provided by operating activities was $11.5 million in the three months ended March 31, 2014, a $13.5 million increase compared to a net use of $2.0 million in the three months ended March 31, 2013. The increase in cash provided was primarily due to a decrease in working capital of $4.9 million, mostly related to other current liabilities, and a decrease in other non-current liabilities usage of $6.9 million due to a deferred interest payment in the three months ended March 31, 2013.

Net cash provided by operating activities was $16.5 million and $20.6 million for the years ended December 31, 2013 and 2012, respectively. The primary drivers for the net cash provided by operations of $16.5 million in 2013 were net income of $41.2 million adjusted for non-cash items of $31.5 million (primarily depreciation and amortization of $28.0 million) and net sales of mortgages held for sale of $6.2 million. These sources were partially offset by a reduction in deferred interest on debt settled as part of our 2013 refinancing of $7.5 million, a decrease in accounts payable of $6.1 million, a decrease in pension liabilities of $3.4 million, a reduction in accruals related to and settlement of tax liabilities in Australia of $3.4 million, a reduction in accruals for and settlement of mortgage loan repurchases and mortgage reinsurance liabilities of $3.1 million, an increase in accounts receivable of $0.9 million and changes in other assets and liabilities of $6.5 million. The primary drivers for the net cash provided by operations of $20.6 million in 2012 were net income of $28.3 million adjusted for non-cash items of $29.7 million (primarily depreciation and amortization of $30.8 million), net sales of mortgages held for sale of $4.7 million, a net source of $4.6 million from the purchase and sale of relocation properties and associated receivables and payables, and an increase in accounts payable of $4.3 million. These sources were partially offset by an increase in accounts receivable of $21.1 million and changes in other assets and liabilities of $0.2 million.

Net cash provided by operating activities was $20.6 million for the year ended December 31, 2012 compared to cash used for operating activities of $41.4 million for the year ended December 31, 2011. The primary components of net cash provided by operations of $20.6 million were net income of $28.3 million adjusted for non-cash items of $29.7 million (primarily depreciation and amortization of $30.8 million), net sales of mortgages held for sale of $4.7 million, a net source of $4.6 million from the purchase and sale of relocation

properties and associated receivables and payables, and an increase in accounts payable of $4.3 million. These sources were partially offset by an increase in accounts receivable of $21.1 million and changes in other assets and liabilities of $0.2 million. The primary components of net cash used by operations of $41.4 million for the year ended December 31, 2011 were net originations of mortgages held for sale of $31.9 million, changes in other assets and liabilities of $7.2 million, a net loss of $7.8 million adjusted for non-cash items of $45.1 million (primarily depreciation and amortization of $30.8 million and debt extinguishment loss of $16.8 million), an increase in accounts receivable of $2.1 million, and a net use of $0.6 million from the purchase and sale of relocation properties and associated receivables and payables. These uses were partially offset by an increase in accounts payable of $8.2 million. The change in other assets and liabilities of $7.3 million was primarily driven by a decrease in an accrual for deferred interest of $11.5 million.

Cash flows from investing activities

Net cash used for investing activities was $9.5 million and $1.9 million in the three months ended March 31, 2014 and the three months ended March 31, 2013, respectively. Capital expenditures were $3.5 million and $1.8 million in 2014 and 2013, respectively. Acquisitions in the three months ended March 31, 2014 used $5.7 million of net cash.

Net cash used for investing activities was $9.5 million and $6.1 million for the years ended December 31, 2013 and 2012, respectively. Capital expenditures were $12.4 million and $10.6 million in 2013 and 2012, respectively. Proceeds of $5.5 million and $5.8 million were received in 2013 and 2012, respectively, for the sale of our U.S. Insurance Business. Net proceeds of $0.7 million were received in 2013 for the sale of the Special Products Division.

Net cash used for investing activities was $6.1 million and $10.3 million for the years ended December 31, 2012 and 2011, respectively. Capital expenditures were $10.6 million and $15.4 million in 2012 and 2011, respectively. Proceeds of $5.8 million and $5.6 million were received in 2012 and 2011, respectively, for the sale of our U.S. Insurance Business.

Cash flows from financing activities

Net cash used for financing activities was $11.3 million in the three months ended March 31, 2014, an $18.2 million increase compared to net cash provided of $6.9 million in the three months ended March 31, 2013. Cash flows from financing activities consist primarily of bank borrowing draw-downs and repayments and changes in our mortgage warehouse facilities and our ABL Revolver. Net repayments on borrowings were $8.9 million in the three months ended March 31, 2014 compared to net proceeds from borrowings of $125.6 million in the three months ended March 31, 2013. In the three months ended March 31, 2013, $109.0 million was used to redeem preferred stock. Repayments on capital lease obligations were $2.1 million and $1.4 million in the three months ended March 31, 2014 and 2013, respectively. Debt issuance costs were $8.3 million in the three months ended March 31, 2013.

Net cash used for financing activities was $2.9 million and $14.3 million for the years ended December 31, 2013 and 2012, respectively. Cash flows from financing activities consist primarily of bank borrowing draw-downs and repayments and changes in our mortgage warehouse facilities and our ABL Revolver. Net proceeds from borrowings were $116.3 million in 2013 compared to net repayments on borrowings of $12.1 million in 2012. In 2013, $109.0 million was used to redeem preferred stock. Repayments on capital lease obligations were $1.8 million and $2.2 million in 2013 and 2012, respectively. Debt issuance costs were $8.4 million in 2013.

Net cash used for financing activities was $14.3 million for the year ended December 31, 2012 compared to net cash provided by financing activities of $53.4 million for the year ended December 31, 2011. Cash flows from financing activities consist primarily of bank borrowing draw-downs and repayments and changes in our mortgage warehouse facilities and ABL Revolver. Net repayments on borrowings were $12.1 million in 2012 compared to net proceeds from borrowings of $62.5 million in 2011. Repayments on capital lease obligations were $2.2 million and $3.0 million in 2012 and 2011, respectively. Debt issuance costs were $6.1 million in 2011.

Refinancing

In March 2013, we completed a refinancing (the “Refinancing”) by entering into the Term Loan to replace our existing term loan and second lien term loan and the ABL Revolver to replace our existing revolving credit loan. $109.0 million of the proceeds from the Term Loan were used to redeem 85,421 shares of our Series A Preferred Stock, including any accrued and unpaid dividends.

Credit Facilities

As part of the Refinancing, SIRVA Worldwide entered into the ABL Revolver, with a group of lenders, with Goldman Sachs Bank USA serving as agent for the lenders. The ABL Revolver matures on March 27, 2018. Under the terms of the ABL Revolver, we may borrow up to the maximum borrowing limit of $50.0 million less any outstanding letters of credit, subject to a borrowing base formula. The ABL Revolver provides for an advance rate of up to 85% of eligible accounts receivable of SIRVA Worldwide and certain of its subsidiaries, subject to limitations on certain accounts. All obligations under the ABL Revolver are guaranteed by certain of SIRVA Worldwide’s present and future subsidiaries. All obligations under the ABL Revolver, and the guarantees of those obligations, are secured, subject to certain exceptions, on a first-lien basis by all current assets of SIRVA Worldwide and its domestic subsidiaries, including, without limitation, accounts receivable, relocation properties held for resale, cash and cash equivalents and certain related assets and on a second-lien basis by substantially all of the other assets of SIRVA Worldwide and its domestic subsidiaries.

Borrowings under the ABL Revolver bear interest at our option, at either the London interbank rate, or a Base Rate (as defined in the ABL Revolver) plus, in each case, the applicable margin. The applicable margin is generally determined in accordance with a pricing grid based on our excess availability (as defined in the ABL Revolver) and ranges from 1.75% to 2.25% for London interbank loans and from 0.75% to 1.25% for Base Rate loans.

The ABL Revolver contains a $30 million sub-facility for the issuance of letters of credit and a $20 million sub-facility for swing line loans that can be borrowed and repaid on a same day basis. A fixed charge coverage ratio is tested when minimum availability thresholds are not met or during the continuance of an event of default.

At March 31, 2014, there was $41.0 million of aggregate borrowing availability, $4.9 million borrowed and $15.3 million of letters of credit outstanding.

As part of the Refinancing, we entered into our Term Loan, with a group of lenders with Goldman Sachs Bank USA serving as administrative agent and collateral agent for the lenders. All obligations under our Term Loan are guaranteed by certain of SIRVA Worldwide’s present and future subsidiaries. All obligations under the Term Loan, and the guarantees of those obligations, are secured, subject to certain exceptions, on a first-lien basis by (i) a pledge of 100% of certain of the capital stock held by us or any subsidiary guarantor and (ii) substantially all of the non-current assets of SIRVA Worldwide and its domestic subsidiaries and on a second-lien basis by substantially all current assets of SIRVA Worldwide and its domestic subsidiaries, including, without limitation, accounts receivable, relocation properties held for resale, cash and cash equivalents and certain related assets.

Our Term Loan currently bears interest at a rate per annum equal to, at our option, either (i) a base rate determined by reference to the higher of (a) the prime rate, (b) the federal funds effective rate plus 0.50% and (c) the one-month LIBOR rate plus 1.00% or (ii) a LIBOR rate (for the relevant interest period, and in any event, never less than 1.25%), subject to certain adjustments, in each case plus an applicable margin. The applicable margin with respect to outstanding base rate borrowings is currently 5.25% per annum and the applicable margin with respect to outstanding LIBOR borrowings is currently 6.25% per annum. The weighted average interest rate for the Term Loan since inception through March 31, 2014 was 7.5%. The Term Loan requires principal repayments in the form of quarterly installments of $0.75 million which commenced on June 30, 2013.

The Term Loan contains a number of covenants that, among other matters, restrict SIRVA Worldwide’s ability to incur additional indebtedness, pay dividends to us, make acquisitions or engage in mergers or consolidations, and make capital expenditures or incur capital lease obligations. While the Term Loan generally permits dividends and distributions on the capital stock of SIRVA Worldwide’s subsidiaries to SIRVA Worldwide, such dividends from SIRVA Worldwide to SIRVA, Inc. are generally restricted. The Term Loan requires SIRVA Worldwide to maintain certain financial ratios, including a consolidated interest coverage ratio and consolidated leverage ratio.

The Term Loan contains customary events of default, including events of default resulting from, among other things, nonpayment of principal, interest or other amounts, failure to perform covenants, inaccuracy of representations or warranties in any material respect, cross-defaults with respect to other material indebtedness of over $7.5 million, certain undischarged judgments, the occurrence of certain ERISA or bankruptcy or insolvency events or the occurrence of a change in control (defined in the Term Loan). A bankruptcy or insolvency event of default will cause the obligations under the Term Loan to automatically become immediately due and payable.

Redemption of Series A Preferred Stock

As part of the Refinancing, $109.0 million of proceeds was used to redeem 85,421 shares of Series A Preferred Stock, including $23.6 million of accrued and unpaid dividends. Following this redemption, 99,444 shares of Series A Preferred Stock remain outstanding. In the absence of a liquidation or redemption, we have no obligation to pay cash dividends on the preferred stock; however, after the repayment of all obligations under the Term Loan and the ABL Revolver, we have the option to pay cash dividends.

Mortgage Warehouse Facilities

SIRVA Mortgage has various credit facilities to fund its mortgage loans held for resale.

SIRVA Mortgage executed master repurchase agreements with Citibank, N.A. for a $40.0 million committed revolving mortgage loan facility and a $30.0 million uncommitted revolving mortgage loan facility. These facilities expire in August 2014. There was $7.3 million and $15.5 million outstanding against the committed revolving mortgage loan facility as of March 31, 2014, and March 31, 2013, respectively. SIRVA Mortgage will pay a monthly facility fee of 25 basis points on the committed amount of $40.0 million. This facility has dividend restrictions and financial covenants, which require SIRVA Mortgage to maintain a minimum tangible net worth of $20.0 million, a maximum total debt to tangible net worth ratio of 12:1 at all times and a liquidity requirement, as defined in the agreement, of $6.5 million as of the end of each month.

SIRVA Mortgage executed a master repurchase agreement with US Bank, N.A. for a $30.0 million committed revolving mortgage loan facility. This facility expires in July 2014. There was $10.9 million and $6.4 million outstanding against the committed revolving mortgage loan facility as of March 31, 2014 and March 31, 2013, respectively. SIRVA Mortgage is required to pay a monthly facility fee of 25 basis points on the committed amount of $30.0 million. This facility has dividend restrictions and financial covenants, which requires SIRVA Mortgage to maintain a minimum tangible net worth of $13.5 million, a maximum total debt to tangible net worth ratio of 12:1 at all times and a liquidity requirements, as defined in the agreement, of $6.5 million as of the end of each month.

SIRVA Mortgage executed a master repurchase agreement with Associated Bank, N.A. for a $30.0 million committed revolving mortgage loan facility. This facility expires in July 2014. There was $17.2 million and $17.5 million outstanding against the committed revolving mortgage loan facility as of March 31, 2014 and March 31, 2013, respectively. This facility has dividend restrictions and financial covenants, which requires SIRVA Mortgage to maintain a minimum tangible net worth of $13.5 million, a maximum total debt to tangible net worth ratio of 12:1 at all times and an unencumbered cash requirement of $3.0 million as of the end of each month.

We expect to extend each of these facilities for additional one-year terms upon their respective expirations.

During the years ended December 31, 2013 and 2012, interest on these facilities was payable monthly at a rate equivalent LIBOR plus 225.0 basis points to 350 basis points with a floor of zero to 3.50% (contract rates between 3.25% and 3.67% at December 31, 2013 and 3.75% and 4.00% at December 31, 2012). The interest rate spread varies depending upon such factors as the type of mortgage financed, amount of time a mortgage loan has been closed and not yet sold to investors and other factors. The interest is recorded in other direct expense in the Consolidated Statements of Operations.

Securitization Facilities

Mobility Solutions Receivable Securitization

We have a program to sell certain receivables generated by SIRVA Relocation, a mobility services subsidiary, which expires in December 2015. As of March 31, 2014, the maximum borrowing capacity under the facility was $100.0 million and approximately 58% of the facility had been utilized. The receivables are primarily service fees, home equity advances and other payments made on behalf of transferees and corporate customers. Invoice due dates typically range from seven to 60 days. The equity payments are evidenced by promissory notes executed by the transferees and/or supported by the underlying value of the transferees’ properties and contract arrangements with corporate customers. The equity advances generally are due within 180 to 270 days or upon the earlier sale of the underlying property.

SIRVA Relocation sells receivable portfolios to SIRVA Relocation Credit, LLC (“SRC”). The receivables securitization program is accounted for as a sale of financial assets. At each sales transaction, SRC transfers its ownership in all of its receivable on a non-recourse basis to a third-party financial institution in exchange for a cash advance and a securitization receivable. SRC’s assets are not available to pay our general obligations. The program does not contain any financial covenants, but does contain cross-default provisions to our ABL Revolver and Term Loan and requirements for financial reporting and actions consistent with the maintenance and servicing of the receivable obligations.

Mobility Networks Receivable Securitization

In July 2013, we entered into a program to sell certain receivables generated by our Mobility Networks segment to Deutsche Bank AG (“Deutsche Bank”). The agreements have an indefinite term but can be cancelled with 30 day notice by Deutsche Bank. The receivables are amounts due from one large corporate customer. The receivables are generally due within 120 days and are secured by a contractual arrangement with the large corporate customer. We are not processing any new receivable activity through this program and anticipate that it will be terminated in 2014.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We believe that the following are critical areas that either require significant judgment by management or may be affected by changes in general market conditions outside the control of management. As a result, changes in estimates and general market conditions could cause actual results to differ materially from future expected results.

The accounting policies we believe to be most critical to understanding our financial results and condition and that require complex and subjective management judgments are discussed below.

Income Taxes

Our income tax expense, deferred tax assets and liabilities and reserves for unrecognized tax benefits reflect management’s best assessment of estimated future taxes to be paid. We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense. Deferred income taxes arise from temporary differences between the tax and financial statement recognition of revenue and expense. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to realize the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative pre-tax loss incurred over the three-year period ended December 31, 2013. Such objective evidence limits the ability to consider other subjective evidence such as the Company’s projections for future growth. On the basis of this evaluation, a full valuation allowance for the U.S. and certain foreign subsidiaries’ net deferred tax assets has been recorded at December 31, 2013 and 2012.

Our ability to utilize our NOLs and other tax attributes is limited if we undergo an “ownership change” within the meaning of Section 382 of the Code. An ownership change is generally defined as a greater than 50 percentage point increase in equity ownership by five-percent shareholders in any three-year period. Due to prior ownership changes under these provisions, we are limited to $31.8 million of tax benefits from U.S. federal net operating losses and $8.8 million of tax benefits from state net operating losses reported at December 31, 2013. U.S. federal net operating losses will begin to expire in 2022. We expect the utilization of our NOLs to decline, resulting in our annual effective tax rate increasing from approximately 4% in 2013 to an estimated 34% by 2016.

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on our results of operations, cash flows or financial position.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations.

Tax benefits from an uncertain tax position are recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. We adjust our liabilities for uncertain tax positions when our judgment changes as a result of the evaluation of new information not previously available. Due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which they are determined. There are no unrecognized tax benefits expected to be settled in the next 12 months.

Pension Benefits

We have a qualified defined benefit pension plan covering certain of our domestic employees. This defined benefit pension plan was amended in 2002 to freeze participation and benefit accruals. We also have an unfunded, nonqualified plan that provides retirement benefits not otherwise provided under the qualified plan, because of the benefit limitations imposed by Sections 415 and 401(a)(17) of the Code. This plan ensures that an executive receives the total pension benefit to which he or she otherwise would be entitled, were it not for such limitation. Several statistical and other factors, which attempt to anticipate future events, are used in calculating the expense and liability related to the plans. Key factors include assumptions about the expected rates of return on plan assets and discount rates, as determined by us, within certain guidelines. We consider market conditions, including changes in investment returns and interest rates, in making these assumptions.

We determine the expected long-term rate of return on plan assets based on the plan assets’ historical long-term investment performance, current asset allocation, and estimates of future long-term returns by asset class.

Plan assets are comprised of equity and fixed income securities. The expected rate of return on plan assets is a long-term assumption and generally does not change annually. The discount rate reflects the market rate for high-quality fixed income debt instruments on our annual measurement date (December 31) and is subject to change each year. Holding all other assumptions constant, a 1% increase or decrease in the assumed rate of return on plan assets would have decreased or increased, respectively, 2013 net periodic pension expense by approximately $1.1 million. Likewise, a 0.25% increase or decrease in the discount rate would have decreased or increased, respectively 2013 net periodic pension expense by approximately $0.3 million.

Unrecognized actuarial gains and losses are being recognized over approximately a 9-year period, which represents the expected remaining service life of the employee group. Unrecognized actuarial gains and losses arise from several factors including experience and assumption changes in the obligations and from the difference between expected returns and actual returns on plan assets. We have recorded unrecognized actuarial losses within accumulated other comprehensive loss, net of tax. These unrecognized losses will be systematically recognized from accumulated other comprehensive loss as an increase in future net periodic pension expense. Similarly, actuarial gains and losses that arise in the future, which have not yet been recognized as a component of net periodic benefit cost will be recognized as increases or decreases in other comprehensive income, net of tax, in the period they arise. The actuarial assumptions we use in determining our pension benefits may differ materially from actual results because of changing market and economic conditions, higher or lower withdrawal rates or longer or shorter life spans of participants. While we believe that the assumptions used are appropriate, differences in actual experience or changes in assumptions might materially affect our financial position or results of operations.

Contractual Obligations

The following table provides a summary at December 31, 2013 of our contractual cash obligations:


	Payments Due by Period
	Total		Less than 1 year		1-3 years		3-5 years		After 5 years
	(in millions)
Contractual obligations
Long-term debt^(a)	$	299.0	$	3.6	$	6.6	$	6.0	$	282.8
Interest payments on long-term debt^(b)		110.1		22.5		44.3		43.3		—
Operating leases		75.1		15.5		20.8		15.4		23.4
Household goods claim reserves^(c)		12.6		12.1		0.5		—		—
Capital lease obligations		3.5		2.2		1.3		—		—
Interest payments on capital leases		0.2		0.1		0.1		—		—

Total contractual cash obligations	$	500.5	$	56.0	$	73.6	$	64.7	$	306.2

(a)	Long-term debt includes principal payments related to our $300.0 million Term Loan and other debt and excludes capital lease obligations.

(b)	The following assumptions were made for interest payments on long-term debt:

$300.0 million Term Loan—A floating interest rate on the principal outstanding of 7.5% is assumed for 2014 and all years thereafter.

$50.0 million ABL Revolver—Interest on borrowings under our revolving credit facility is excluded because at December 31, 2013 no amounts were outstanding.

Indiana Economic Development Corporation Loan—A fixed interest rate on the principal outstanding of 5.0% is assumed for 2014 and all years thereafter.

(c)	Estimated costs to settle claims related to household goods damage and loss.

Pension Plans

Our policy is to fund our pension plans as required by the Employee Retirement Income Security Act (“ERISA”), the IRS and local statutory law. As of December 31, 2013, our aggregate pension liability was $33.3 million. We currently estimate that we will contribute approximately $6.9 million to our pension plans in 2014, as determined by minimum required contribution calculations. Due to the future impact of various market conditions, rates of return and changes in plan participants, we cannot provide a meaningful estimate of our future pension plan contributions beyond 2014.

Off-Balance Sheet Arrangements

We have an off-balance sheet arrangement that enables us to sell up to $100.0 million of certain receivables to an independent third-party financial institution in order to provide a cost effective way to offer home equity payments to our relocation services customers. The receivables are primarily for service fees, home equity payments, final equity payments, lump sum payments, employee expense reimbursements and third-party payments advanced by us and are collateralized by promissory notes, the underlying value of the properties and contract arrangements with the corporate customers. Invoice due dates typically range from seven to 60 days. The equity payment terms can extend to 180 to 270 days or upon the sale of the underlying property. Under the terms of the sales agreement, we are responsible to service the equity advances and other payments during their life, including administration and collection on the receivables, on behalf of the independent third-party financial institution. Servicing fees we receive under the sales agreement are deemed adequate compensation to us for performing the servicing; accordingly, no servicing asset or liability has been recognized. As of March 31, 2014, 58% of the facility has been utilized. Proceeds from receivables sold exceeded collections paid by $3.7 million and $0.4 million for the years ended December 31, 2013 and 2012, respectively.

The program does not contain any financial covenants, but does contain cross-default provisions to our ABL Revolver and Term Loan and requirements for financial reporting and actions consistent with the maintenance and servicing of the receivable obligations.

Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including changes in interest rates and foreign currency exchange rates.

Interest Rate Risk

We are exposed to various interest rate risks that arise in the normal course of business. We finance our operations with borrowings comprised primarily of variable rate indebtedness. Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service indebtedness. Because our Term Loan has a LIBOR floor of 1.25%, a 1% increase in market rates would have increased our gross interest expense by approximately $0.1 million for the year ended December 31, 2013. A 1% increase in the effective interest rate would have increased our gross interest expense by $2.8 million for the year ended December 31, 2013. The interest rate swap instruments described below will not mitigate the impact of a rate increase until the 90 day LIBOR rate exceeds 2.5%.

We utilize interest rate agreements to manage interest rate exposure. The principal objective of such contracts is to minimize the risks and/or costs associated with financial activities. We do not utilize financial instruments for trading purposes. The counterparties to these contractual arrangements are financial institutions with which we also have other financial relationships. We are exposed to credit loss in the event of nonperformance by these counterparties, but we have no reason to anticipate non-performance by the other parties.

We have an interest rate cap agreement that limits the impact of rising interest rates on a portion of our variable rate term loan. The agreement requires the counterparty to pay our incremental interest expense on any incremental

rate increase over the cap rate for the stated notational principal amount. This agreement qualifies for hedge accounting treatment, therefore, market rate changes in the effective portion of this derivative are reported in accumulated other comprehensive income. The following table provides a summary of the interest rate cap agreement:


Capped Interest Rate (90-day Libor)	2.5%	3.5%	4.0%	5.0%
Notional amount	$150,000,000	$125,000,000	$100,000,000	$75,000,000
Effective date	7/2/2014	4/1/2015	4/1/2016	4/1/2017
Expiration date	3/31/2015	3/31/2016	3/31/2017	3/31/2018
Counterparty	JPMorgan Chase	JPMorgan Chase	JPMorgan Chase	JPMorgan Chase

We are also exposed to interest rate risk arising from our interest rate lock commitments issued on residential mortgage loans intended to be held for sale and mortgages held for sale. We use a combination of forward contracts for the sales of loans, forward sales of mortgage-backed securities and call or put options on U.S. Treasury futures to manage our exposure to this interest rate risk.

Foreign Currency Risk

Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies for transaction purposes are sensitive to changes in currency exchange rates. All material trade receivable balances are denominated in the host currency of the local operation. For the years ended December 31, 2013, 2012 and 2011, we recognized a currency loss of $0.9 million, an insignificant currency loss and a currency loss of $1.4 million, respectively, for transactional related items.

Recent Accounting Pronouncements

On May 28, 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASC) 2014-09 Revenue from Contracts with Customers. The objective of ASC 2014-09 is to (1) remove inconsistencies and weaknesses in revenue requirements, (2) provide a more robust framework for addressing revenue issues, (3) improve comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, (4) provide more useful information to users of financial statements through improved disclosure requirements, and (5) simplify the preparation of financial statements by reducing the number of requirements to which an entity must refer. For public organizations, the guidance in ASC 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. Early application is not permitted. We have not yet determined what impact, if any, the new guidance will have on our financial condition or results of operations.

Excluding ASC 2014-19, which has not been evaluated, there are no accounting standards that, when adopted, are expected to materially affect our financial condition or results of operations. See Note 2 “Summary of Significant Accounting Policies” to the Company’s audited financial statements included elsewhere in this prospectus.

BUSINESS

We play a valuable role as the outsource partner for corporations and government institutions, providing an end-to-end solution that we believe offers an overall enhanced mobility experience, program control and security for our customers, the transferee and the transferee’s family. We provide a suite of over 50 distinct mobility services, including relocation assistance and moving services. We enable our corporate and institutional customers to outsource their mobility needs, allowing them to focus on executing their strategies and enhancing their productivity. In 2013, we executed over 280,000 mobility events for our corporate, government and consumer customers. Our approximately 2,500 employees, located both within our offices and on-site within our customers’ human resources departments, provide a customized solution for each transferee.

The following 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

A mobility event typically triggers many challenging questions for the transferee and the transferee’s family, including:

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Will we be happy and successful in a new location and in a new culture?

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Will my spouse/partner find a new job and will my kids find a good school?

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How will my family fit into the new culture, find friends and adjust while I try to be successful at my new job?

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What do I do with my current home—sell it or rent it?

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Do I buy or rent my new home?

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How will we move all of our personal things to our new home?

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How can I ensure I am compliant with domestic tax laws and those in the new country I’m going to?

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What new laws are applicable for visa and employment rules, and what are the new local human resources requirements?

We assist the corporation, the transferee and the transferee’s family in meeting these challenges.

technology experts. In 2013, we were named on the Information Week 500 list of Top Technology Innovators, an annual listing of the most innovative corporate users of business technology in the United States across all industries, for the 11th consecutive year, earning the #126 position.

We operate an asset-light agent/franchise network, which has attributes similar to a traditional franchise model. We provide our mobility services through 1,224 locations, including 66 company-operated locations and 1,158 agent/franchise locations, in approximately 170 countries. We deliver our relocation services, or mobility solutions, directly and through contracted third-party providers. Our network of third-party providers allows us to deliver specialized, local expertise in a wide range of countries and manage such services without incurring the costs of establishing them on an in-house basis. Our third-party providers are paid a cost for their services based upon terms that we negotiate with them. Typically, these costs are passed on to our customers. Our agents and franchises operate in the United States and Canada under our nationally recognized moving brands Allied and northAmerican, and in the rest of the world under our Allied brands. Our mobility networks, established over many decades, allow us to deliver a quality customer experience and manage the move, while the agents and franchises provide the capital and labor-intensive aspects of the operations, including moving vehicles, warehouses and packaging and transportation support teams. We measure both our customers’ and each transferee’s satisfaction with our services. The transferee’s satisfaction is measured through surveys solicited during the mobility event and upon the conclusion of the mobility event. Our corporate customers’ satisfaction is measured through surveys and reviews with the corporate human resources department.

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Our Market Opportunity

Mobility Services are Critical for Talent Management

Trend Toward Outsourcing Mobility Services

Our Customers’ Key Buying Criteria

Multi-national corporations are often seeking a “one stop shop” outsourcing relationship with their mobility services provider in order to better address the complexity of mobilizing talent while also achieving operational and cost efficiencies. We believe the key factors used by multi-national corporations in selecting an outsourced mobility services provider are:

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Quality of the Experience. Deliver a high level of satisfaction and a timely, convenient delivery to the transferee of a quality mobility experience.

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Technology. Provide technology that integrates with customer’s IT systems, interfaces with transferees and allows for real time access regardless of location through mobile applications and reporting capabilities to meet a human resources department’s needs.

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Global Presence. Produce a consistent experience regardless of location in the world, even in developing or remote countries.

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Scale. Have the operational capabilities to handle any relocation, regardless of size or volume, from a single employee relocation to the group move of an entire corporate division.

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New Product Innovation. Create new services that are customized to the unique needs of each customer’s HR department and innovate with value-added services for the transferee and their family.

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Scope of Expertise. Expertise and experience in handling the complexities of a global mobility program, including legal, tax, employment regulations, payroll and human resource policies in the countries in which the customer operates.

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Supply Chain Management and Efficiency. Provide the service and quality through a competitive and cost-effective supply chain.

Large and Growing Global Market

U.S. Market

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Relocation Services. IBISWorld estimates that the market for U.S. relocation services will be $12.5 billion for 2014 and is forecasted to grow at an annualized rate of 5.6% from 2014 to 2019 to a total of $16.4 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 the second largest U.S. market share in 2013.

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Moving Services. IBISWorld estimates that the market for U.S. moving services was $15.5 billion market for 2014 and is forecasted to grow at an annualized rate of 2.0% from 2014 to 2019 to a total of $17.1 billion. Moving services include moving valuables protection, records management and storage, integrated logistics and information services and other value-added services. According to AMSA, we had a 29% U.S. market share for interstate moves in 2013 among companies that self-report to AMSA.

International Markets

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Competitive Landscape

Corporate Lump Sum

Do-It-Yourself, Self-Storage and Containerization

There is also a 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 service to relocate to their new job and provides an additional market opportunity for mobility solutions providers. In March 2014, we acquired SMARTBOX, a DIY moving and storage company, to address this market opportunity.

Secular Drivers of Growth in Mobility Services

We believe the mobility services industry is supported by the following secular growth drivers:

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Globalization. As corporations expand their global reach and enter new markets, the lack of sufficient local talent in key growth areas and the emergence of new multi-national corporations in developing economies is likely to increase the need to deploy talent around the world.

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GDP Growth. Improving macroeconomic conditions can result in multi-national corporations seeking to expand the size of their workforce in various markets, which can increase their executive and key employee relocation volumes.

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Corporate Spending. As economic and political conditions improve, businesses are more inclined to undertake new corporate initiatives, projects and investments, which can lead to increased relocations.

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Employment Levels. Employment growth typically results in increased need for the relocation of executives and key personnel to the locations where they can make the highest impact and results in an increase in the relocation benefits provided by a corporation to an employee as the competition for talent increases.

Industry-Specific Growth Drivers

We believe the following industry trends further support growth in the mobility services industry:

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International Relocation Dynamics. As businesses expand globally into emerging markets, they face a growing need to deploy talent to the most critical parts of their business in key growth regions. As a result, many businesses are not merely transferring talent on an “expat” basis but are creating flexible global organizations that deploy talent around the world continually.

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Complex Regulatory Environment. Increasingly complex government regulations and compliance requirements associated with international relocations are placing an added burden on human resources departments due to changing local laws in tax, immigration, employment and other human resources regulations. These more complex regulatory environments require particular expertise and a local presence in foreign markets. The high costs of failure associated with a corporation’s inability to manage these processes can be significantly disruptive to its business operations. For example, the risk of failure is high if an executive has problems with a work permit while on an expat assignment or if the transferee encounters issues with U.S. or local taxes.

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Shift To Outsourcing. In addition, human resources departments do not typically possess the expertise or local resources in every country in the world to manage the numerous processes involved in a mobility event. “In-house” relocation programs can be costly to operate. As a result, corporations seek outsourced mobility services providers that can provide more comprehensive service offerings and global networks to provide the required expertise worldwide and reduce the administrative costs associated with complex relocations.

As a leading, globally-integrated mobility services provider, we believe we are positioned to capitalize on growth opportunities resulting from these industry dynamics and secular drivers.

Competitive Strengths

The following is a description of the competitive strengths that have helped establish us as a leading global mobility service provider:

Our Broad Suite of Service Offerings

We provide an end-to-end mobility solution for our customers. We take ownership of the key aspects of our customers’ global mobility programs and deliver over 50 distinct service offerings through our in-house experts, our network of exclusive agents and franchises and our third-party providers. Our broad suite of services offerings enable us to provide a customized solution for each mobility event, including transferee-specific services at origin, moving of household goods and destination services, and in the case of an international relocation, on-going expatriate services during the foreign assignment.

Our Global Scale

Our Local Delivery and Execution

We have built a worldwide local delivery capability in over 170 countries through our 66 company-operated locations, our 1,158 agent and franchise locations and our third-party provider network. These local agent, franchises and third-party provider relationships enable us to 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 ability to provide select services directly through our in-house experts to control sensitive aspects of a relocation. For example, our employees provide increased safety for the transferee’s 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.

Our Decades of Experience

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talent around the world. Our employees are highly trained, and our team of relocation and moving experts includes individuals who hold the Certified Relocation Professional designation and the Global Mobility Specialist designation, each granted by Worldwide ERC and who are certified public accountants and licensed real estate brokers. In addition to providing an enhanced transferee experience and better control, we believe our expertise reduces the 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 to an unforeseen visa issue or tax compliance problems in the United States or a foreign country due to inaccurate reporting.

A Leading Technology Capability

Our Well-Recognized Global Brands

Management Team

The core values of our leadership team are integrity, collaboration, customer service and capital efficiency. Our leadership team has a diverse set of management experiences from companies including General Electric, McKinsey & Company, AlliedSignal, Getty Images, Prudential Financial, Xerox, Ricoh, Motorola and Dell Inc. Both our CEO, Wes Lucas, and our CFO, Tom Oberdorf, have over 14 years of experience in their respective roles. Since Mr. Lucas joined us in 2008, Net Service Revenue has grown from $337.4 million to $456.8 million over the period from 2009 to 2013, which represents a CAGR of 8%, and Adjusted EBITDA has grown from $13.9 million to $76.8 million over the period from 2009 to 2013, which represents a CAGR of 53%. Additionally, over the period from 2009 to 2013 our service revenue has grown from $1,121.5 million to $1,464.5 million and our results have improved from a $(78.0) million net loss to $9.7 million in net income. For the quarters ended March 31, 2013 and 2014, our service revenue increased from $280.6 million to $284.6 million, our Net Service Revenue declined from $98.1 million to $95.9 million, our net loss improved from $(14.9) million to $(5.7) million and our Adjusted EBITDA improved from $6.8 million to $7.7 million.

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Growth Strategies

Grow Market Share and Win New Customers

We intend to leverage our leading market position, global presence, well-recognized brands, broad service offering and commitment to delivering a high-quality of service to grow our market share and win new customers. Our recently implemented sales and marketing initiatives, including an expanded sales team, a new global sales strategy, targeted marketing efforts and new agent/franchise sales process will be integral in 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, we won four out of the five largest 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 win business 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 and an over 99% retention rate for our corporate and government institution customers in our Australia segment.

Expand Globally

We are also targeting expansion of our business in Europe. We believe that we can leverage our existing European mobility infrastructure, consisting of 171 agent/franchise locations and two company-operated offices in 42 countries, which we have developed to serve our U.S.-based customers, to market to these European-headquartered companies. We are also investing in sales and marketing capabilities in the region to expand our customer base. For example, in March 2014, we hired a mobility professional with over 30 years of experience in the global mobility industry to lead our European operations. During 2012 and 2013, we had success winning business with three large European-headquartered customers. In addition, in March 2014, we acquired InHouse, a German mobility company, to grow our position in Germany.

Increase “Share of Wallet” with Current Customers

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services that we provide to our customers and their transferees. We believe we are positioned to leverage the breadth of our mobility services to expand the scope of our work with a particular customer in a variety of ways. For example, once we have established a relationship with our customers, our account managers seek to add services to the contract, such as our visa services. Our moving counselors also offer transferees additional services during the relocation and at their destination location.

Continue New Product Development

Expand Into Adjacent Markets

We are continuously looking for opportunities to enter adjacent markets and capture new business. In October 2013, we launched the LumpSum Xpress Marketplace targeting individual transferees who receive a lump sum payment to relocate and 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 global network of agents, franchises and third-party providers 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. We believe that the LumpSum Xpress Marketplace enables our customers’ human resources departments to offer their 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.

We are also targeting the estimated $7.0 billion self-storage market and the multi-billion dollar self-moving market and believe that our March 2014 acquisition of SMARTBOX, a DIY moving and storage company, provides a platform for the expansion of our mobility solution into these DIY markets. We believe the SMARTBOX acquisition will allow us to expand our mobility service offering to our corporate customers that want to provide a DIY option to their employees and to consumers looking for a more economical moving and storage option.

Improve Productivity and Operations to Increase Margins

We continually seek to 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 have focused on productivity improvements that we believe have positioned us to improve our operating efficiency. We are upgrading our IT systems and modernizing our operating system, installing GPS tracking devices on our agent’s trucks to enable network optimization and automating sales systems to enhance pricing capabilities and invoice processing. From 2009 to 2013, we have reduced selling, general and administrative expense as a percent of Net Service Revenue from 54% to 40%, and Adjusted EBITDA as a percent of Net Service Revenue grew from 4% to 17% over this same period. From 2012

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to 2013, we reduced selling, general and administrative expense as a percent of Net Service Revenue from 42% to 40%, and Adjusted EBITDA as a percent of Net Service Revenue grew from 15% to 17% over this same period. We believe that there is potential to further increase our productivity.

Differentiated Delivery Model

We place great value in offering an 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 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.

Our independently owned agent network performs the moving and related services that we offer to our customers located in the United States 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 is 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 customers in these locations. In contrast, our agents own and manage these assets required to execute and deliver moving services. They maintain their own fleet of transportation vehicles and real estate portfolio of 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 our contracts with our agent network through January 2018.

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The following graphic illustrates examples of the services we provide to our agent network and the activities that are performed by our agent network:

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Our Role

We act as a network manager for our agents and franchises, providing technology-enabled services associated with a move, including: integrated logistics and information services, IT systems, load optimization, billing, insurance, collection and claims handling, valuables protection and additional value-added services such as customs and referrals.

Agents’ and Franchise’s Role

Our agents and franchises are independently owned and work with us on an exclusive basis under standardized contracts that we execute with each agent/franchisee. In 2013, we entered into multi-year agreements with the majority of our agent/franchise network that expire in January 2018. The agents and franchises own the trucks and trailers used in moves and provide the capital and labor-intensive services of the move, including in-home surveying, packing, loading, transportation, unloading and unpacking. Our agents and franchises provide moving services for intrastate, interstate and international households, office and industrial moves, and also records management and storage. We compensate the agents and franchises pursuant to our contractual arrangement with them and the related services they provide. Corporate customers primarily contact us to request services. We determine pricing for corporate customers based upon a discount to a contracted tariff rate. Government institutions contact either us or the agent directly to request services and all pricing is set by us. Consumers contact either us or the agent directly to request services. Typically, base pricing for the line haul portion of the consumer move is determined by us and the agent has an option to modify their compensation in reference to the price set by us. Pricing for certain ancillary services relating to a move is determined by the agent.

Our agent agreements appoint our agents to provide services, such as in-home surveying, packing, loading, transportation, unloading and unpacking for the shipment of household goods and other freight. Our agents agree to conduct their businesses pursuant to rules, regulations and standards established by us and operate under permits and licenses that we hold in order to transport household goods and other freight across state lines. We

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collect all revenue associated with the move and pass through a portion of this revenue to our agents. The amount of revenue we retain is largely dependent upon the size and distance of the move and value of the contents. Typically, we do not realize any revenue from the intrastate movement of goods by our agents unless such intrastate movements are originated by us. Additionally, we do not receive revenue from ancillary services our agents provide in connection with a move such as packing and unpacking. Our agents also agree to contribute a percentage of their revenue to marketing funds that are collectively used to promote the Allied and northAmerican brands and to contribute to a collective self-insurance fund.

Our franchise agreements grant our franchises the exclusive right to use our trademarks in their country of operation. Our franchises agree to conduct their businesses pursuant to rules, regulation and standards established by us. The revenue we earn under our franchise agreement is an annual fixed license fee (based upon a percentage of sales) paid by the franchise for the exclusive right to use our trademarks. The franchise also agrees that it will use our moving network in connection with moves into or out of countries where we have an agent/franchise presence.

Our Services and Solutions

We offer over 50 distinct mobility services. Our services assist our customers at every stage of an international or domestic mobility event. For example, our employees provide consulting, mobility policy services and program development, vendor management, satisfaction surveys, and education seminars.

Our in-house services are provided through our operating centers domestically and internationally to meet the global relocation needs of our customers. Our mobility services are provided by a team of approximately 2,500 employees located around the world. Visa and immigration law, rental assistance, language schools, and cross-cultural training, require very specific field expertise and are performed by third-parties.

Corporate Services

We provide consulting services to facilitate the development of our customer’s mobility programs and policies to best meet their corporate needs and the mobility requirements of their employees. We benchmark policy parameters and provide cost analyses of various policy options to help our corporate customers implement successful and competitive programs.

As part of our ongoing relationship with our corporate customers, we also provide management reporting, educational seminars and other tools to help ensure that their mobility needs are being met. We have also developed applications, including an interactive dashboard, an ad-hoc report writer, and a dynamic report library, which provide detailed overviews of all ongoing relocations, associated expenses and service utilization. These applications enable human resources departments to better track all aspects of their relocation processes and manage their relocation programs. These tools also support our customers’ budgeting and accrual reporting process. We work with our customers and receive ongoing feedback from them through many applications, including our customer satisfaction surveys, to enhance our service quality.

Employee Services

Relocating employees of our corporate customers require services that vary depending on the overall mobility objectives of the customer and the destination and origin locations involved with a relocation assignment. The relocation services are described in the corporate customer’s mobility policies and include services at the origin, transport policies, destination services and on-going services. We provide a broad range of services that support a transferring employee at their origin and destination and utilize our global network of agents across 170 countries and our 1,224 company-operated and agent/franchise locations to provide our customers with access to leading professionals in fields where assistance may be required.

Employee Services—Origin. Transferring employees receive policy counseling at the outset of their move and throughout the move to help ensure understanding, compliance and satisfaction. We provide an upfront

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assessment and pre-decision services for employees prior to a relocation, which is designed to improve the success rate of transfers for the corporate customer.

The type and breadth of origin services are dependent on whether the employee is a homeowner or renter. Origin services may include customer home sale assistance, advice on tax, property management or lease cancellation. Through our network of real estate brokers, we assist our corporate transferees in selling their existing home. We work with leading real estate professionals in each location where we operate and are able to offer our customers access to premium services. Real estate brokers are compensated based upon a percentage of the value of the home sold. The real estate broker commission is passed on to the customer as third party service cost except under our premium home sale product.

Employee Services—Transit. Each transferring employee requires transportation of household goods, provided through our agent/franchise network, which enables us to ensure service quality and timely delivery of their goods. We also provide employee counseling and timeline management to support the employee’s moving needs. In some cases, the employee’s goods require short- or long-term household goods storage depending on the type of assignment.

Employee Services—Destination. Depending on the nature of the employee’s move, such employee may receive home finding, mortgage support or rental assistance services from us and our extensive network of local providers throughout the world. During their move, we will arrange temporary living accommodations, if required. Such arrangements include short stay (45-60 days) and long stay (three to five year) alternatives.

We also support the employee’s family needs as required in the customer’s policy. We provide assistance services to the family, such as school search, spouse/partner job search and other family needs. For international assignments, we can also provide education, expat tax, expense management, language, visa, immigration and cultural training services.

Employee Services—Ongoing. We offer ongoing services, including compensation and payroll administration, expense management, property management, tax services, work permit support and family support. We provide these services throughout the employee’s mobility event. As the employee incurs expenses associated with their mobility event, they can utilize our technology tools to ensure they are reimbursed for their expenses. These expenses can be audited and reviewed by us under the tax guidelines associated with relocation activities, which differ by region. International and cross-regional relocations typically require ongoing support services. These ongoing services provide us with incremental recurring revenue opportunities.

We generate revenue in connection with the various types of employee services we provide in a mobility transaction. In connection with our premium home sale product, revenue is generated based upon a fixed percentage of the selling price of the home. The fixed percentage charged for our premium home sale product varies by customer based upon customer-specific characteristics, including the average cost of home values for the customer’s transferees. For products other than the premium home sale product, we generate revenue based upon transaction fees per transferee or transaction fees for a particular service, such as corporate housing and global compensation reporting. We also collect referral fees from service providers upon referral of services. These referral fees are negotiated with the individual service providers.

Moving Services

We provide moving, logistics and technology-enabled solutions to our customers in the U.S. and Canada through our Allied and northAmerican agent/franchise network. The local agents and franchises in our network operate under our brands, perform capital and labor-intensive moving services and own trucks and other assets required to perform physical moving. We provide moving services associated with large and complex international and domestic moves, as well as smaller interstate moves.

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For international mobility events, we operate under the Allied brands to implement the moving of household goods outside of the United States.

We generate revenue from our moving services based upon a combination of the weight of the goods, the distance the goods will travel, the complexity of the move and the timing of the move.

Technology Platform

As a mobility services provider focused on speed of delivery and high quality customer experience, our technology capability is core to our business model and customer value proposition. Our technology team has 140 employees and a dedicated IT expenditures budget. We utilize technology to provide our customers and third-party providers with a global technology platform securely connecting each service provider involved in the mobility event within a flexible framework. The following graphic illustrates the role of our technology platform in connecting us, our customers, agents, franchises and third-party providers.

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Our technological capabilities have been acknowledged by our customers and technology experts. In 2013, we were named on the Information Week 500 list of top technology innovators, an annual listing of the most innovative corporate users of business technology in the United States across all industries, for the 11th consecutive year, earning the #126 position.

The Benefits of Our Technology

Our technology platform connects us to human resource teams, transferees, consumers, agents, franchises and third-party providers and provides a platform with applications that help each party in the relocation process execute through us and with each other. In addition to creating an enhanced user experience for the customer, our technology platform allows us to operate more efficiently in managing the relocation process. We believe our technology platform is a key differentiator from our competitors, and that it enables us to develop close and deep relationships with our transferees and customers.

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Technology for Human Resources Departments. Our technology platform provides human resources departments with integrated real-time access to the data associated with its relocation processes through an interactive dashboard and customized portals, which simplifies the tasks of overseeing, managing, estimating, and administering our mobility services. We provide a broad range of applications with tools such as cost calculators, accrual reporting in multiple formats, audit changes with history tracking, automated initiation and authorization process, employee details screens and expense management systems.

We work closely with our corporate customers to develop customized portals and operating systems to help administer their mobility programs and facilitate the relocation of their transferees. The following selected case studies illustrate the benefits of our tailored technology enabled solutions, which we believe helps us win business with leading global corporations:



Global Software Company		Customer’s Need • Customer wanted to improve their process to request and compute cost estimates, route approvals and create an executive’s transfer agreement SIRVA’s Solution • Developed a self-service web portal to facilitate the policy selection, approval and cost estimation process that: • Improves accuracy and quality of analytics • Provides full process tracking of data and financials • Is secure and easy to administer • Utilizes a Software-as-a-Service model with an annual subscription fee • Key reason for human resources department to select SIRVA for RFP • New product technology can be “resold” to other customers

Global Industrial Conglomerate		Customer’s Need • Customer required assistance tracking the tax and immigration status for hundreds of project assignees SIRVA’s Solution • SIRVA consulted on the optimal mobility policy • Created a middleware IT operating system connecting the corporation’s human resources systems and SIRVA • Developed an operating system for immigration, taxes, expenses and project management for transferees • The system manages operations and interactions between all parties for accountability and ensures compliance for tax and immigration • Software-as-a-Service model with an annual subscription fee • Customer shares in development costs

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Technology for Transferees and Consumers

We have a well-developed proprietary and scalable software-as-a-service system, including iMove.com, our mobile task manager, and LumpSum Xpress Marketplace (described below), to support our operations and provide 24/7 global support to our customers. Additionally, we have developed a large variety of applications, including online needs assessments, personal task managers, electronic expense submission and management, message center, household goods tracking, applications for iPhone and Android, digital journal, policy documents and destination tools, to help transferees and consumers better manage their process.

Technology for Agents/Franchises and Suppliers

We have developed sophisticated technology solutions for our agents, franchises and third-party providers. Our Leads, Appointments and Bookings platform (“QLAB”) provides a portal to manage the entire order lifecycle from the lead at the first customer contact through the entire sales process until the customer accepts the order. For example, QLAB facilitates the in-home survey of household goods by our agents and provides dynamic pricing information for moves. We also utilize logistics systems, which allow us to maximize the capacity of our network and optimize work streams.

New Products and Innovation

LumpSum Xpress Marketplace

In October 2013, we launched our LumpSum Xpress Marketplace, an online portal for relocation and moving services, which enables corporate transferees to easily manage their lump sum benefits online and enables human resources departments to administer their lump sum programs. LumpSum Xpress Marketplace offers employees the information they need to relocate in one convenient location and also provides access to premier vendors that provide high quality service. Within the portal, employees can manage their lump sum benefits with tools that enable enhanced expense management and greater transparency into their spending. Human resources departments can gain clarity into employee lump sum spending, allowing them to refine their mobility policies and reimbursement amounts to reflect true costs. Additionally, the portal simplifies corporate reporting and reduces administrative paperwork by enabling companies to authorize and deliver services before employees are on payroll, which improves the employee’s onboarding experience.

We expect that LumpSum Xpress will enable us to expand beyond the employees of our corporate customers to address the needs of consumers. The portal offers a comprehensive database of relocation and moving services and provides consumers with an opportunity to implement a relocation independently.

Other Technology Initiatives

Our other technology initiatives include enhancements to our internal operating systems and software infrastructure. We have developed QLAB, our sales management software, to centralize pricing and improve our pricing effectiveness. We are focused on introducing new processes and IT systems to upgrade our capabilities and achieve cost reductions and improve productivity.

Our Principal Stockholders

Aurora Capital Group

Aurora Capital Group, founded in 1991, is a Los Angeles-based private investment firm. Aurora’s Resurgence Funds focus on investing in equity and debt securities of middle-market companies. Aurora acts as a constructive partner with management teams and other stakeholders to help drive financial growth and operational improvements. Its broad investment mandate allows Aurora to be a flexible source of capital in creating tailored solutions for companies across a variety of industries.

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Equity Group Investments

Equity Group Investments is a Chicago-based private investment firm founded by Sam Zell over 40 years ago. The firm’s current investment portfolio has equity interests in real estate, energy, logistics, transportation, media and healthcare. EGI’s current holdings also include fixed-income investments in public and private companies.

Our Customers

We have more than 1,800 customers, consisting of a diverse mix of leading multinational, national, mid-sized regional corporations and government institutions. We also provide services to many consumers. During 2013, our customers generated an aggregate of almost $2.0 billion in revenue in approximately 170 countries, with no single customer accounted for more than 3.1% of our service revenue in 2013 and our top ten customers accounted for approximately 17% of our service revenue in 2013. We believe that our focus on providing flexible and highly customized solutions to our customers enables us to develop long-standing relationships, reflected in a retention rate of over 98% from 2011 to 2013 for our corporate customers in our Mobility Solutions segment and an over 99% retention rate for our corporate and government institution customers in our Australia segment. We have not historically tracked customer retention rates in our Europe, Asia and Emerging Markets segment as this information would not be a meaningful performance indicator due to the small size of this segment.

Corporate

We have more than 1,800 corporate and government institution customers. We have renewable contracts with our corporate customers, with terms typically ranging from one to four years. Certain of our contracts provide that we are the exclusive provider of mobility services to such customer. Our customer base is well-diversified across a large number of industries, including energy, professional services, financial institutions, technology, specialty chemicals, automotive, aerospace and defense and business services, with no more than 8% of our service revenue coming from one industry in 2013. Services provided to corporate customers and government institutions accounted for approximately 60% of our service revenue in 2013.

Employees and Consumers

Our employee and consumer customers are comprised primarily of employees of corporations who receive a lump sum amount for reimbursement of relocation expenses, as opposed to comprehensive relocation services. Some corporations provide a list of mobility companies that their employees can use to select a mobility services provider. In 2013, services provided to employees and consumers accounted for approximately 40% of our service revenue. Services to these customers are typically provided on a non-contractual basis, but they are not required to use a particular provider.

In 2013, we launched our LumpSum Xpress Portal which is an online marketplace for relocation and moving services and helps consumers find services throughout every stage of their relocation process. We believe that the introduction of the portal will enable us to not only attract new business from the employees of our corporate customers, but also increase demand for our services among independent consumers. Additionally, we have been expanding into new adjacent markets, including moving storage and containerization, to offer a broad range of moving and relocation services to consumers.

Government Agencies

We provided relocation and mobility services to 45 state and federal government agencies in the United States in 2013. We believe there are growth opportunities for these customers, including the DEA, DOD and other government agencies. Services provided to government agencies accounted for approximately 8.7% of total global initiations in 2013.

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Risk Management

Risk management is a critical aspect of our business. Since 2008 we have developed and implemented new policies for assisting employees with their real estate transactions that are designed to minimize the time period that we hold a home in inventory, and, as a result, we believe we have reduced our risk profile. As part of our mobility solutions services, we assist transferees in the buying and selling of homes and also provide assistance with mortgage originations.

We offer a premium home sale product to a select number of transferees. As part of this program, we are required to take a home into inventory if the home is not purchased by a third party in a predetermined amount of time. We purchase the home for a guaranteed price that is determined by an average of two independent appraisals. These appraisals are performed after an appropriate marketing time for the home, which will vary depending upon the individual customer contract. The home remains in inventory until we can close on the home sale with a third-party buyer. As of December 31, 2013, we had 29 homes in inventory that were not already under contract to be sold.

We also originate mortgages through our affiliate, SIRVA Mortgage, Inc. This service was established to serve the transferees of our customers. We are not in the business of retaining or managing mortgage portfolios. Our model is to originate and fund the mortgages using a warehouse line of credit and then sell the loan to investors, primarily banks. We are responsible for the proper underwriting of the loans we originate. This requires the proper documentation and ensuring the accuracy of information used to make the loans. We have built and implemented processes and procedures, employ loan origination software and use various other loan compliance programs in our business to facilitate and manage all of our loan processes, including origination, underwriting, post-closing and secondary market activity. These processes are designed to ensure our loans are originated in compliance with proper underwriting standards and the numerous laws and regulations on both the federal and state level that impact the mortgage lending business. Our work is subject to regular audit and review by state regulators, our warehouse banks and the investors to whom we sell our loans. If loans are not properly underwritten, we may be required to repurchase them. Repurchased mortgage loans were $0.2 million, $1.4 million and $2.1 million for the years ended December 31, 2013, 2012 and 2011, respectively, and zero and $0.2 million for the three months ended March 31, 2014 and 2013, respectively. In order to mitigate the risk of mortgage put-backs from certain mortgages that we previously sold, we entered into agreements with our largest investors. These settlement agreements prevent the investor from demanding put-backs for loans originated and sold in a defined period when there is a default on the underlying loan and the investor claims there was an underwriting deficiency.

Competition

We compete with a limited number of global providers, as well as a highly fragmented set of single service providers. Our top competitors for large multi-national corporations include Cartus Corporation, Brookfield Global Relocation Services and Weichert Relocation Resources. We also compete with single service providers, including a wide variety of real estate brokers, moving companies, accounting firms, mortgage firms, destination service providers and business process outsourcing firms. Our Allied and northAmerican agent networks compete in the United States and Canada with Unigroup Inc. (the operator of United Van Lines LLC and Mayflower Transit, LLC), Atlas World Group, Graebel Companies, Inc. and Wheaton Van Lines, Inc. Our agent network also faces competition from smaller independent movers, self-storage and self-haul service providers. In addition, in international markets our competitors include the Asian Tigers Group, Crown Relocations, Grace Removals Group, Santa Fe Transports Intl. Ltd, Sterling International Group and WridgWays. The most significant competitive factors in this segment are integration of services, quality of the transferee experience, global and local presence, scope of expertise, scalability and cost competitiveness.

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Sales and Marketing

Go-To-Market Strategy

We use a sales process and a targeted marketing effort focused on increasing the quality and quantity of our corporate pipeline, increasing RFP win rates and improving our lead generation capabilities. Our go-to-market strategy positions us as a strategic partner to corporate human resources departments, which we believe are the primary decision makers for selecting mobility services providers. We highlight the benefits of our global reach, expertise and asset-light operating model for both corporations and transferees. Our sales and marketing teams are focused on large multi-national corporations, mid-size and small corporations, and consumers. We believe our marketing efforts are aligned with the customer’s buying process.

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Large Corporations:

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Direct Sales Force. Our direct sales force focuses on large multi-national, mid-sized and small corporations. We market directly to large corporations across a broad range of industries and geographies. We also segment our sales force by target industry to align our sales and marketing experience with the specific needs of an industry. In addition, we also work closely with our agents/franchises to sell to corporations where they have personal relationships.

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Market and Branding Campaigns. We launched several global branding campaigns over the last four years that targeted Fortune 1,000 and Fortune Global 500 corporations. We also recently launched a new global branding campaign that was designed to better communicate our benefits to potential customers. The campaign was supported by market research that better defined attractive industry segments, as well as our target buyer’s needs and purchasing habits. We have also recently launched branding campaigns to increase our brand awareness and demand in the consumer market.

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Medium Sized Corporations:

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Agent/Franchise Sales Force. Our agent/franchise sales force collaborates with our direct sales force to sell mobility services to mid-size and smaller companies, both domestically and internationally. We do not segment these markets by target industry. Our go-to-market strategy aims to establish continuity and maximize our market presence.

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Individuals

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Internet Lead Generation. We also have an internet lead generation capability targeting the consumer market that contributed over 550,000 leads in 2013. These leads resulted in sales of our services to over 40,000 consumers in 2013.

Recent Sales and Marketing Initiatives

In 2013, we engaged in more active RFPs than in prior years and our RFP win rate has increased as a result of the signing of 41 new U.S. and Canadian corporate relocation customers. In addition, we anticipate that the following initiatives will enable us to maintain a successful RFP process in the future and will provide opportunities for continued growth.

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New Sales Strategy. We developed a new global sales strategy and the supporting sales RFP presentation materials with improved content and stronger sales messaging. The upgraded strategy is designed to better communicate the value of our technology platform, service approach and global network and positions us as a better mobility partner to corporate customers.

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Targeted Marketing Efforts. In order to improve our win rate with corporations that have an incumbent service provider, we have implemented a number of targeting efforts. These efforts include gathering critical information in order to proactively target potential customers in their buying window, offering creative programs to overcome the obstacles of switching mobility providers, and developing sales strategies and plans for our target accounts.

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Upgraded Sales Force. We added new sales capabilities and resources to North America, Europe, Asia, the Middle East and South America, improved our training program to develop more effective selling practices, and enhanced our management of our regional sales force through SalesForce’s sales dashboard. Our upgraded sales force enables us to better support the RFP process in Asia and Europe from the United States.

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New Agent/Franchise Lead Process. We implemented a new agent/franchise lead process that we believe enhances lead generation opportunities and improves our sales collaboration with our agents. We are assisting the sales teams at agents/franchises to improve their selling capabilities.

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Improved “Best and Final” Bid Process. We strengthened the implementation and preparation of our best and final bid process by improving our preparation sessions, bringing key executives into best and final bid process, and creating a best and final bid team of subject matter experts to support large RFPs in the United States and Europe.

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New Sales Approach. We deployed a new sales approach aimed at educating potential customers about our value proposition several months before their current contracts expire. This approach involves our senior executives who consult with the potential customers’ human resources executives as to how to improve the deployment of key employee personnel and better support their mobility-related human resource goals. In Asia and Europe we host workshops for expatriates in order to convey how our services can improve their mobility experiences. We also conduct training seminars in Asia, the Middle East, South America and other emerging market to further expand knowledge of our services and capabilities.

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New CCO. We hired a new Chief Commercial Officer, Linda Smith, in 2012. Ms. Smith was previously a senior sales executive at Xerox and other large companies.

Government Regulation

Our mortgage origination operations provided as part of our home sale and home purchase assistance services are heavily regulated. We are subject to federal, state and local laws that regulate and restrict the manner in which we operate in the residential mortgage industry, including Real Estate Settlement Procedures Act, the Truth in Lending Act and the Home Mortgage Disclosure Improvement Act. In addition, the passage of the Dodd-Frank Act has increased, and will continue to increase, regulation of the mortgage industry, including: generally prohibiting lenders from making residential mortgage loans unless a good faith determination is made of a borrower’s creditworthiness based on verified and documented information; requiring the CFPB to enact regulations to help assure that consumers are provided with timely and understandable information about residential mortgage loans that protect them against unfair, deceptive and abusive practices; and requiring federal regulators to establish minimum national underwriting guidelines for residential mortgages that lenders will be allowed to securitize and sell to third-party investors without retaining any of the loans’ default risk.

Our Mobility Networks segment is regulated by the Surface Transportation Board and the Federal Motor Carrier Safety Administration, which are independent agencies within the U.S. Department of Transportation. The Surface Transportation Board has jurisdiction similar to the former Interstate Commerce Commission over such issues as rates, tariffs, antitrust immunity and undercharge and overcharge claims. The Department of Transportation, and in particular the Federal Motor Carrier Safety Administration, also has jurisdiction over such matters as safety, the registration of motor carriers, freight forwarders and brokers, insurance (financial responsibility) matters, financial reporting requirements and enforcement of leasing and loading and unloading practices.

The United States maintains trade and economic sanctions with respect to various foreign countries, individuals, and entities worldwide. Among other things, these sanctions prohibit most transactions by U.S. persons relating to Cuba, Iran, Syria, and Sudan. The sanctions also restrict U.S. persons in their transactions and dealings with various individuals and entities considered Specially Designated Nationals and Blocked Persons

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under various country-specific sanctions programs and sanctions regarding terrorism, weapons of mass destruction proliferation, narcotics trafficking, and transnational criminal organizations. OFAC administers the sanctions. We have filed an initial voluntary disclosure with OFAC reporting possible violations regarding certain of our and our agents’ activities in Cuba, Iran, Syria, and Sudan, see “Risk Factors—Risks Relating to Our Business and Industry—Our international operations subject us to social, political and economic risks of doing business in foreign countries. We have recently voluntarily self-disclosed certain activities to the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury, which may have been in violation of regulations promulgated by OFAC and may be subject to fines and other penalties.”

In addition, we are subject to federal and state laws governing consumer privacy, such as the Gramm-Leach-Bliley Act and the Affiliated Marketing Rule.

Employees

As of April 30, 2014, we had approximately 2,500 total employees. Of our total employees, 1,355 were based in the United States and Canada in our Mobility Solutions and Mobility Networks segments, 540 employees were in our Europe, Asia and Emerging Markets segment and 641 were in our Australia segment. Our employees are typically compensated on either an hourly basis or are paid a base salary plus a bonus. The bonuses paid to our employees are typically based upon metrics such as quality and individual performance. None of our employees are represented by a union, and we have no labor-related work stoppages. We believe that we have a good relationship with our employees.

Properties

Our corporate headquarters is located in an approximately 52,400 square foot facility at One Parkview Plaza, Oakbrook Terrace, Illinois, and is leased under an agreement expiring in November 2024. In addition, we own executive and administrative office space at 5001 U.S. Highway 30 West, Fort Wayne, Indiana. We do not own any other real property.

As of November 30, 2013, we held lease obligations for over 70 properties throughout North and South America, Australia and New Zealand, Asia, the Middle East and Europe. The following chart reflects the locations of our lease obligations. All leased properties used in our operations consist of administrative offices, warehouses and distribution facilities.


Location	Number of Lease Obligations
North and South America		13
Australia and New Zealand		34
Asia		26
Middle East		4
Europe		1

We believe that our offices, warehouse and distribution facilities are generally well maintained and suitable to support our current and planned business needs.

Seasonality

Our business segments are subject to seasonal fluctuations. Revenue for our Mobility Solutions, Mobility Networks and Europe, Asia and Emerging Markets segments is generally higher in the second and third quarters of the calendar year, while revenue in our Australia segment is typically higher in the first and fourth quarters, corresponding to the summer months in each hemisphere. A significant portion of the expenses we incur, such as

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PTE and home sale-related expenses, are directly related to the number of mobility initiations that occur in a given period and vary with revenue. However, certain of our other expenses, such as interest payments, facilities costs and certain personnel-related costs, are fixed and cannot be increased or reduced to match the seasonal changes. Consequently, our net income is generally higher in the second and third quarter of each year.

Legal Proceedings

We are involved in certain claims and legal actions arising in the ordinary course of our business. Such litigation and other proceedings may include, but are not limited to, actions relating to the conduct of, and accidents involving, our agents and their drivers. Such claims often relate to accidents that have, and in the future may result, in serious injuries or the loss of lives. While the results of such claims and legal actions cannot be predicted with certainty, we do not believe based on information currently available to us that the final outcome of these proceedings will have a material adverse effect on our business, financial condition or results of operations.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth the names and ages, as of March 1, 2014, of the individuals who serve as our directors, executive officers and key employees.


Name	Age		Position
Wes Lucas		50	Chief Executive Officer and Director
Thomas Oberdorf		56	Chief Financial Officer
Jason Birnbaum		42	Chief Technology Officer
Linda Smith		56	Chief Commercial Officer
Deborah Balli		51	President, Relocation Services
Andrew Coolidge		42	Chief Operating Officer, Moving Services
Bill Lyon		48	President, Agent Networks
Jacob George		42	President, Asia and Middle East
Mike Filipovic		53	President, Australia and New Zealand
Margaret Ryan		62	President, Europe
Dennis Thompson		54	Chief Accounting Officer
Margaret Pais		53	Executive Vice President, Human Resources
Lawrence Bossidy		79	Chairman and Director
Ellen Havdala		48	Director
Douglas C. Laux		61	Director
Mats Lindstrand		55	Director
Ryan McCarthy		37	Director
Gerald Parsky		71	Director
Mark Sotir		50	Director
John D. Watkins, Jr.		53	Director

Wes Lucas is our Chief Executive Officer, a position he has held since July 2008. Prior to this position, Mr. Lucas was a co-founder of BioMass Capital, a renewable energy company, from 2007 to 2008, and continues as a Director of BioMass Capital AB. Prior to this position, Mr. Lucas was the Chief Executive Officer of Quebecor World Inc. from 2006 to 2007, an entity that filed for protection under Chapter 11 of the U.S. Bankruptcy Code in 2008. Mr. Lucas was the Chairman, Chief Executive Officer and President from 2001 to 2006 of Sun Chemical Corporation. Mr. Lucas’ past experience also includes working at AlliedSignal and McKinsey & Company. Mr. Lucas received a B.S. in finance and accounting from the University of California, Berkeley and an MBA from Harvard Business School. Mr. Lucas was elected to serve on our board of directors due to being a seasoned executive with experience in a variety of senior roles at global Fortune 500 corporations as well as high-tech growth companies.

Thomas Oberdorf is our Chief Financial Officer, a position he has held since August 2011. Prior to this position, Mr. Oberdorf was a consultant from August 2010 to March 2011 for Orchards Brand Corporation. Mr. Oberdorf was the Executive Vice President and Chief Financial Officer of Infogroup, Inc. from December 2008 to July 2010 and prior to that position, Mr. Oberdorf was Chief Financial Officer of Getty Images, Inc. Mr. Oberdorf also serves as a director of UFP Technologies.

Jason Birnbaum is our Chief Technology Officer, a position he has held since August 2011. Prior to this position, Mr. Birnbaum was Chief Information Officer of the Global Supply Chain of GE Healthcare, a position he held from 2009 to 2011. Mr. Birnbaum is a 16-year veteran of GE, holding multiple CIO and technology positions in the Consumer and Industrial and Healthcare divisions.

Linda Smith is our Chief Commercial Officer, a position she has held since April 2012. Prior to this position, Ms. Smith was Vice President of Ricoh Global Services and Area Vice President of Field Sale Operations from 2009 to March 2012. Ms. Smith has also held various executive positions at Xerox Corp,

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including Vice President and General Manager of Field Sales Operations, National Vice President of National Agent Channel Marketing and Vice President of United States Marketing.

Deborah Balli is our President of Relocation Services, a position she has held since June 2008. Prior to this position, Ms. Balli was our Senior Vice President of Operations of Relocation Services from 2007 to 2008. Ms. Balli joined the Company in 1996 and has held various leadership roles at the Company, including as general manager and business unit director. Ms. Balli holds the Employee Relocation Council’s Certified Relocation Professional and Global Mobility Specialist designations.

Andrew Coolidge is our Chief Operating Officer of Moving Services, a position he has held since December 2012. Prior to this position, Mr. Coolidge was Executive Vice President of Moving Services from September 2009 to December 2012. From December 2007 to August 2009, Mr. Coolidge was Vice President and General Manager of our international moving business. Mr. Coolidge has previous experience at Sears Roebuck & Company, where he held multiple positions.

Bill Lyon is our President of Agent Networks, a position he has held since December 2012. Prior to this position, Mr. Lyon was Vice President and General Manager of Allied Van Lines from October 2008 to December 2013 and Vice President of Operations of SIRVA from 2000 to 2008. Mr. Lyon has worked in the moving industry for approximately 30 years.

Jacob George is our President of Asia and Middle East, a position he has held since December 2011. Prior to this position, Mr. George was Senior Vice President, Asia of Cartus Corporation from 2010 to 2011. Mr. George has previous experience working for Primacy, LLC as the President of Asia from 2007 to 2010.

Mike Filipovic is our President of Australia and New Zealand, a position he has held since November 2005. Prior to this position, Mr. Filipovic was Chief Financial Officer, Asia Pacific from 2002 to 2005. Mr. Filipovic’s past experience includes working at Motorola Australia, BHP Biliton and Franklin Mint.

Margaret Ryan is our President of Europe, a position she has held since April 2014. Prior to this position, Ms. Ryan was the Executive Vice President of Global Client Services for Brookfield Global Relocation Services from 2000 to March 2014.

Dennis Thompson is our Chief Accounting Officer, a position he has held since March 2013. Prior to this position, Mr. Thompson served as our Chief Financial Officer of Moving Services, North America from April 2010 to March 2013, and Vice President of Financial Planning and Analysis from August 2007 to April 2010.

Margaret Pais is our Executive Vice President, Human Resources, a position she has held since March 2009. Prior to this position, Ms. Pais was Vice President of Human Resources for Relocation from May 2006 to March 2009. Ms. Pais has also held human resources positions in technology companies, including Dell, Inc.

Lawrence Bossidy has served as Chairman and director since February 2013. Mr. Bossidy is currently a member of Aurora’s outside Advisory Board, a position that he has held since 2004. Previously, Mr. Bossidy was Chairman and Chief Executive Officer of Honeywell International. Prior to this position Mr. Bossidy served as Chairman and Chief Executive Officer of AlliedSignal. Mr. Bossidy’s past experience includes working at General Electric. Mr. Bossidy also serves as a director of Berkshire Hills Bancorp and chairman and director of Dubois, Inc. Mr. Bossidy holds a B.A. degree from Colgate University. Mr. Bossidy was elected to serve on our board of directors due to his extensive experience as an executive and his affiliation with Aurora.

Ellen Havdala has served as a director since February 2013. She is a Managing Director of Chai Trust Company, the family office of Sam Zell, a position she has held since November 2013. Ms. Havdala has worked in a variety of capacities for Zell’s affiliated companies since 1990. From 2010 to 2013, Ms. Havdala served on the board of Rewards Network. From 2003 to 2012, Ms. Havdala served on the board of WRS Holding Company. Prior to her present role, Ms. Havdala served as a Managing Director at Equity Group Investments, a

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division of Chai Trust Company. Previously, Ms. Havdala served as Vice President of Scott Sports Group, Inc., and as Executive Vice President at Equity International. Ms. Havdala holds an A.B. from Harvard College. Ms. Havdala was elected to serve on our board of directors due to her extensive restructuring experience and her affiliation with EGI.

Douglas C. Laux has been a director since May 2008. Mr. Laux currently serves as the Chief Financial Officer of InterAct Public Safety Systems, a position he has held since January 2011, and the Chief Financial Officer of GrizzlyRock Capital, a position he has held since January 2014. Prior to this position, Mr. Laux was the Chief Financial Officer Remy International from October 2008 to November 2010. Mr. Laux previously served in Chief Financial Officer positions at EaglePicher and ANC Rental Corporation. Mr. Laux also currently serves on the board of directors and as chairman of the audit committee of R.J O’Brien & Associates LLC. Mr. Laux holds a B.S. degree in Accountancy from the University of Illinois. Mr. Laux was elected to serve on our board of directors due to his senior level of experience serving in chief financial officer positions.

Mats Lindstrand has been a director since February 2013. Mr. Lindstrand is currently the Managing Partner and Founder of BioMass Capital AB, a renewable energy company headquartered in Stockholm Sweden, having founded the firm in 2007. Prior to this position, Mr. Lindstrand was a Director at McKinsey & Company in Europe, where he was a consultant for 21 years, joining the firm in 1987. Mr. Lindstrand held several leadership positions at McKinsey & Company, including the Global Practice Leader for Basic Materials from 2004 to 2008, and also for Forest Products from 1996 to 2004. In addition to BioMass Capital, Mr. Lindstrand has built several other businesses, including Sensec AB, a leading security system company. Mr. Lindstrand also currently serves on the board of directors of BioMass Capital AB, Papyrus AB, and EA group. Mr. Lindstrand holds an Masters in Civil Engineering from the Royal Institute of Technology in Sweden, and an MBA from Columbia Business School. Mr. Lindstrand was elected to serve on our board of directors due to his experience with growing companies and his relationships with European corporations.

Ryan McCarthy has been a director since February 2013. Mr. McCarthy is currently a Partner at Aurora Resurgence, having joined the firm in 2007 as a founding member. Previously, Mr. McCarthy was a Senior Director at Alvarez & Marsal where he served in numerous interim management positions providing turnaround management to underperforming businesses. Prior to Alvarez & Marsal, Mr. McCarthy worked in the Global Energy and Power Group in the investment banking division of Banc of America Securities. Mr. McCarthy also currently serves on the board of directors of Aurora Resurgence control investments, including Alltub SAS (a global cosmetic packaging company) and TOPS Parking and International Cookware Group. Mr. McCarthy holds a B.S. degree in Accounting and Finance from the Kelley School of Business at Indiana University. Mr. McCarthy was elected to serve on the board of directors due to his experience in both turning around and growing companies and due to his affiliation with Aurora.

Gerald Parsky has been a director since February 2013. Mr. Parsky is currently the Chairman of Aurora Capital Group, which he founded in 1991. Mr. Parsky’s past experience includes working as the Assistant Secretary of the Treasury for International Affairs and as a Senior Partner at the law firm of Gibson, Dunn and Crutcher LLP. Mr. Parsky also currently serves on the board of directors of The Irvine Company. Mr. Parsky holds an A.B. degree from Princeton University and a J.D. from the University of Virginia Law School. Mr. Parsky was elected to serve on our board of directors due to his extensive experience in investment advisory services and his affiliation with Aurora.

Mark Sotir has been a director since June 2010. He is a Managing Director at Equity Group Investments, a division of Chai Trust Company. Since 2013, Mr. Sotir has served as Executive Chairman of the board of Exterran Holdings, Inc. Previously, Mr. Sotir served as Director and Executive Vice Chairman from 2011 to 2013 of Exterran’s board. Since 2013, Mr. Sotir has been the Chairman of Veridiam. Since 2008, Mr. Sotir has served as Chairman of Rewards Network Inc. Mr. Sotir’s other board directorships have included: WRS Holding Company from 2008 to 2013, Middlebrook Pharmaceuticals from 2008 to 2010, and VIA Wines Group from 2007 to 2011. From 2007 to 2008, Mr. Sotir served as the interim President of Tribune Interactive, a division of

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Tribune Company, which filed for protection under Chapter 11 of the U.S. Bankruptcy Code in December 2008. In this role, he served on the boards of CareerBuilder, Cars.com, QuadrantOne and Metromix. Before joining EGI in 2006, Mr. Sotir was the Chief Executive Officer of Sunburst Technology Corporation. He was also the President of Budget Group, Inc. Mr. Sotir holds an MBA from Harvard Business School and a B.A. from Amherst College. Mr. Sotir was elected to serve on our board of directors due to his experience as a seasoned executive and his affiliation with EGI.

John D. Watkins, Jr. has been a director since February 2013. Mr. Watkins is currently the Chief Executive Officer of ASC Fine Wines-China located in Shanghai, China, which he joined in October 2012. Prior to this position, Mr. Watkins served as President and Chief Executive Officer of GE AVIC Civil Avionics Systems Company, Ltd. from 2010 to 2012. Mr. Watkins’ past experience includes multiple positions at Cummins Inc.-East Asia, Cummins China Investment Co. from 2003 to 2009. Mr. Watkins was also the Chairman of the American Chamber of Commerce in China from 2009 to 2010. Mr. Watkins holds a B.S. from Miami University and an M.S. from Stanford University Graduate School of Business. Mr. Watkins was elected to serve on our board of directors due to his senior level of experience as an executive, and due to his relationships in Asia with Asian corporations and executives.

Board of Directors

Our business and affairs are managed under the direction of our board of directors. Upon the consummation of this offering, our board of directors will be composed of nine directors. Our executive officers and key employees serve at the discretion of our board of directors.

Director Independence

Our board of directors has affirmatively determined that Lawrence Bossidy, Ellen Havdala, Douglas C. Laux, Mats Lindstrand, Ryan McCarthy, Gerald Parsky, Mark Sotir and John D. Watkins, Jr. are independent directors under the applicable rules of Nasdaq. Our board of directors has affirmatively determined that Douglas C. Laux, Mats Lindstrand and John D. Watkins Jr. are independent directors, as such term is defined in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In accordance with the Nasdaq corporate governance rules, a majority of our directors will be independent within specified periods from the effective date of our registration statement for this offering.

Board Committees

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Upon the consummation of this offering, our board of directors will have four committees: the audit committee, the compensation committee, the nominating and corporate governance committee and the risk management committee.

Audit Committee

The primary purpose of our audit committee is to assist the board’s oversight of:

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the adequacy integrity of our financial statements;

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our internal financial reporting and compliance with our disclosure controls and procedures;

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the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;

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our independent registered public accounting firm’s annual audit of our financial statements and any engagement to provide other services;

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the performance of our internal audit function;

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our legal and regulatory compliance; and

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the application of our codes of business conduct and ethics as established by management and the board.

Upon the consummation of this offering, Douglas C. Laux, Mats Lindstrand, Mark Sotir, Ryan McCarthy and John D. Watkins, Jr. will serve on the audit committee. Douglas C. Laux will serve as chairman of the audit committee and also qualifies as an “audit committee financial expert” as such term has been defined by the SEC in Item 401(h)(2) of Regulation S-K. Our board of directors has affirmatively determined that Douglas C. Laux, Mats Lindstrand and John D. Watkins Jr. meet the definition of an “independent director” for the purposes of serving on the audit committee under applicable SEC and Nasdaq rules, and we intend to comply with these independence requirements for all members of the audit committee within the time periods specified therein. The audit committee is governed by a charter that complies with the rules of Nasdaq.

Compensation Committee

The primary purposes of our compensation committee are to:

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oversee our executive compensation policies and practices;

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review and determine the compensation of our executive officers (including our chief executive officer);

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provide oversight of our compensation policies, plans and benefit programs including reviewing, and approving all equity incentive plans, policies and programs; and

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approve and recommend to the board of directors reports on compensation matters required to be included in our annual proxy statement or annual report.

Upon the consummation of this offering, Ellen Havdala, Mats Lindstrand and Gerald Parsky will serve on the compensation committee, and Gerald Parsky will serve as the chairman. Our board of directors has affirmatively determined that Ellen Havdala, Mats Lindstrand and Gerald Parsky meet the definition of an “independent director” for the purposes of serving on the compensation committee under applicable Nasdaq rules, and we intend to comply with these independence requirements for all members of the compensation committee within the time periods specified therein. The compensation committee is governed by a charter that complies with the rules of Nasdaq.

Nominating and Corporate Governance Committee

The primary purposes of our nominating and corporate governance committee are to:

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recommend to the board of directors for approval the qualifications, qualities, skills and expertise required for board of directors membership;

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identify potential members of the board of directors consistent with the criteria approved by the board and select and recommend to the board the director nominees for election at the next annual meeting of stockholders or to otherwise fill vacancies;

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evaluate and make recommendations regarding the structure, membership and governance of the committees of the board of directors;

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develop and make recommendations to the board with regard to our corporate governance policies and principles; and

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oversee the annual review of the board of directors’ performance.

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Upon the consummation of this offering, Ryan McCarthy, Mark Sotir and John D. Watkins, Jr. will serve on the nominating and corporate governance committee. Mark Sotir will serve as the chairman and Ryan McCarthy will serve as the vice chairman. Our board of directors has affirmatively determined that Ryan McCarthy, Mark Sotir and John D. Watkins Jr. meet the definition of an “independent director” for the purposes of serving on the nominating and corporate governance committee under applicable Nasdaq rules, and we intend to comply with these independence requirements for all members of the nominating and corporate governance committee within the time periods specified therein. The nominating and corporate governance committee is governed by a charter that complies with the rules of Nasdaq.

Risk Management Committee

The primary purposes of our risk management committee are to:

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provide oversight of the systems and processes developed and implemented by our management to identify, manage and mitigate risks;

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coordinate discussions and activities of the board of directors and its committees with respect to oversight and understanding the risks facing us;

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review the adequacy of our resources to perform our risk management tasks;

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review periodically the activities of our chief risk officer;

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review, approve and discuss our risk management policy with the board of directors;

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meet with the chief risk officer, the audit committee and compensation committee to discuss our risk management framework and related issues;

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review with management material risks related to significant transactions or other significant activities to be presented to the board of directors for action that may pose material risks to us; and

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review the disclosures related to risk management and the material risks facing us in our annual meeting proxy statement or annual report filed with the SEC or other SEC filings.

Upon consummation of this offering, Lawrence Bossidy, Gerald Parsky and Mark Sotir will serve on the risk management committee. Lawrence Bossidy will serve as chairman of the risk management committee.

Compensation Committee Interlocks and Insider Participation

None of our executive officers serves, or in the past year has served, as a member of the compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our board of directors or compensation committee. No interlocking relationship exists between any member of the compensation committee (or other committee performing equivalent functions) and any executive, member of the board of directors or member of the compensation committee (or other committee performing equivalent functions) of any other company.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The code of business conduct and ethics will be available on our web site at www.sirva.com. Any waiver of the code for directors or executive officers may be made only by our board of directors and will be promptly disclosed to our stockholders as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. Amendments to the code must be approved by our board of directors and will be promptly disclosed (other than technical, administrative or non-substantive changes). Any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

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Corporate Governance Guidelines

Our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of Nasdaq, as applicable, that serve as a flexible framework within which our board of directors and its committees operate. These guidelines will cover a number of areas including the size and composition of the board, board membership criteria and director qualifications, director responsibilities, board agenda, roles of the Chairman of the board, Chief Executive Officer and presiding director, meetings of independent directors, committee responsibilities and assignments, board member access to management and independent advisors, director communications with third parties, director compensation, director orientation and continuing education, evaluation of senior management and management succession planning. A copy of our corporate governance guidelines will be posted on our website.

Indemnification of Officers and Directors

Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). We have established directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or payment of a judgment under certain circumstances.

Our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, violations under Section 174 of the DGCL or any transaction from which the director derived an improper personal benefit.

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EXECUTIVE AND DIRECTOR COMPENSATION

The following discussion and analysis of compensation arrangements should be read with the compensation tables and related disclosures set forth below. This discussion contains forward-looking statements that are based on our current plans and expectations regarding future compensation programs. Actual compensation programs that we adopt may differ materially from the programs summarized in this discussion.

Compensation Discussion and Analysis

This section explains the objectives and design of our executive compensation program and our compensation-setting process. It provides qualitative information regarding the manner in which compensation is earned by our executive officers and explains the decisions we made for compensation with respect to 2013 for each of the named executive officers listed below.

Named Executive Officers

For 2013, our named executive officers were:

•

Wes Lucas, President and Chief Executive Officer;

•

Tom Oberdorf, Executive Vice President and Chief Financial Officer;

•

Deborah Balli, Executive Vice President, President of Global Relocation Services;

•

Linda Smith, Executive Vice President and Chief Commercial Officer; and

•

Jacob George, Executive Vice President, President of Asia and Middle East

Overview

The compensation committee of our board of directors oversees our executive compensation program and determines the compensation of our executive officers, including our named executive officers. The compensation committee consists of two members, each of whom are nominees of Aurora and EGI. Following this offering, the compensation committee of our board of directors will continue to oversee our executive compensation program. We also intend to develop and maintain a compensation framework that is appropriate and competitive for a public company. Therefore, although we currently do not intend to alter our compensation objectives, other than as described herein, following this offering, our compensation committee may establish executive compensation objectives and programs that are different from those currently in place.

Objectives and Design

Our executive compensation program is designed to meet the following objectives:

•

Attract and retain executive officers who contribute to our overall success;

•

Align compensation with our business goals, strategy and results; and

•

Motivate and reward high levels of performance.

These objectives collectively seek to link compensation to our overall performance, which helps to ensure that the interests of our executives are aligned with the interests of our stockholders. These objectives serve as guiding principles in our compensation program design.

Our compensation philosophy generally is to set our target total compensation (base salary, annual cash incentives and long-term incentives) at a competitive market rate for similarly situated individuals at companies we consider to be our peers and competitors for talented individuals, such as our executives. In addition, our

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compensation philosophy is guided by our leadership behaviors. We believe that our success is dependent on our executive officers demonstrating these traits. Our leadership traits are:

•

Delivers Results—Sets challenging stretch goals, then meets or exceeds those commitments and takes ownership for delivering results.

•

Manages the Customer Experience—Works to provide superior value to the customer, making each interaction a positive one.

•

Exercises Good Business Judgment—Possesses a clear sense of direction, focusing on key priorities, balancing both short and long term goals.

•

Leads People Effectively—Thinks and acts like a leader regardless of position. Retains the key talent across the organization and hires key new talent.

•

Team Culture— Trust-based, inclusive group with all members working together as a global, seamless team. Communicates candidly, openly, and frequently; viewed as truthful and credible both internally and externally. Builds high performance teams.

•

Leads Organizational Change—Embraces people development processes, including among other things, talent management, defining clear management performance objectives, coaching, performance management and new talent integration. Embraces robust succession planning to ensure consistency in leadership and capabilities.

•

Possesses Position-Specific Knowledge and Skills—Understands and uses all tools and techniques for job success and customer satisfaction.

Compensation Committee

The goals of our compensation committee with respect to executive compensation are to attract, retain, motivate and reward talented executives, to tie annual short and long-term compensation incentives to the achievement of specified performance objectives, and to achieve long-term creation of value for our stockholders by aligning the interests of these executives with those of our stockholders. To achieve these goals, we endeavor to maintain compensation plans that are intended to tie a substantial portion of our executives’ overall compensation to key strategic, operational and financial goals such as Adjusted EBITDA, and other non-financial goals that the compensation committee deems important. From time to time, the compensation committee evaluates individual executive performance with a goal of setting compensation at levels they believe, based on industry data and their general business and industry knowledge and experience, are comparable with executives in other companies of similar size and stage of development, while taking into account our relative performance and our own strategic goals.

Setting Executive Compensation

The compensation committee has designed our compensation programs to motivate the named executive officers and our other executive officers to achieve and exceed goals set by the compensation committee that are reflective of our leadership traits and core values and to retain these individuals. To assist the compensation committee in setting these goals, and monitor and review compensation levels and opportunities, management has in the past hired outside consultants and it continues to have the ability to hire or terminate such consultants as necessary.

We did not engage a compensation consultant for determining the 2013 compensation for our named executive officers. However, to assist it in making compensation decisions, management has historically compared each element of total compensation against executive compensation survey data, including surveys published by Towers Watson & Co. and by Mercer, Inc., and made recommendations to the compensation committee based upon this review. The Company compares compensation against a subset of the companies

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included in the Towers Watson & Co. and Mercer, Inc. surveys. The Company only utilizes compensation data for companies with total revenue between $1.0 billion to $2.0 billion and with a headcount of between 3,000 and 3,500 employees. The Company is unable to determine the underlying list of companies that comprise this subset.

The compensation committee has established policies or targets for the allocation of compensation between base salary and cash incentive payments. The compensation committee’s targeted allocation of compensation between base salary and Management Incentive Plan (“MIP”) payouts for our named executive officers (aside from our Chief Executive Officer) is 56%-67% of the cash pay mix attributable to base salary and 33-44% of the cash pay mix attributable to MIP payouts. To attract and retain experienced talent, the compensation committee generally sets base salary for named executive officers and other executive officers at a competitive market rate based upon management’s review of the survey results. Actual compensation paid to the named executive officers and our other executive officers can fall below or exceed target levels depending upon our financial results and individual performance.

Role of Executive Officers in Compensation Decisions

Our Chief Executive Officer and our Executive Vice President of Human Resources annually review the performance of each named executive officer and our other executive officers (other than the Chief Executive Officer, whose performance is reviewed by the compensation committee after seeking input from the board of directors). During this review, succession planning is considered, as well as strengths and development opportunities for the named executive officers and our other executive officers. The Chief Executive Officer discusses the results of this review and offers recommendations to the compensation committee. After consideration of these recommendations, the compensation committee determines annual cash incentive opportunities for the named executive officers and our other executive officers, sets our performance objectives and establishes Adjusted EBITDA performance targets. The compensation committee engages in an independent review of the Chief Executive Officer’s performance and then seeks ratification of its review from the independent members of the board of directors.

In 2013, our Chief Executive Officer proposed adjustments to base salary and equity compensation levels and opportunities for the named executive officers and our other executive officers based upon relevant market compensation survey data, including surveys published by Towers Watson & Co. and Mercer, Inc. The compensation committee then considered these recommendations, made its decisions for the named executive officers and our other executive officers, and sought the ratification of the independent members of the board of directors on our Chief Executive Officer’s compensation.

Principal Components of Compensation

For our fiscal year ended December 31, 2013, the principal components of compensation for the named executive officers were base salary, annual cash incentives, long-term incentives, bonus, 401(k) matching and perquisites and other benefits.

Base Salary

We provide the named executive officers with a base salary to compensate them for services rendered during the fiscal year at a threshold level. Base salary levels are determined as part of our annual performance review process. The key factors for assessing an individual’s performance for 2013 included the achievement of goals and objectives established by the compensation committee, and/or continued demonstration of our leadership traits and core values.

In connection with the performance review process, a base salary range for 2013 was determined for each named executive officer. While general industry survey data, an internal review of the named executive officer’s

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compensation, both individually and relative to other executive officers, as well as other factors such as an individual’s promotion or other change in job responsibility and the need to retain associates, including the named executive officers, were considered, the final base salary determinations were based primarily on Mr. Lucas’s qualitative review and recommendation to the compensation committee. We strive to pay a base salary for each position that is competitive within our industry to attract and retain top-level talent in a highly competitive market. Three of our named executive officers were recruited from other companies within the last three years and their initial base salaries were determined by negotiations between us and the named executive officer. These negotiations were guided by reference to market data.

The compensation committee has not yet established the named executive officers’ base salaries for 2014 and, therefore, they currently continue at their 2013 levels.

Management Incentive Plan Compensation

We grant annual cash incentive opportunities to the named executive officers under the MIP. For 2013, the annual cash incentive opportunity for each of our named executive officers as a percentage of base salary was targeted at: Mr. Lucas (186%), Mr. Oberdorf (80%), Ms. Smith (60%), Ms. Balli (80%) and Mr. George (50%).

Each named executive officer’s annual MIP target is set forth in his or her employment agreement. Payouts under the MIP are typically approved by the compensation committee in the first quarter of each year and paid after our audited consolidated financial statements are approved by the board of directors, subject to the named executive officer’s continued employment through the payment date.

The compensation committee has latitude to design annual cash incentive opportunities that promote the achievement of corporate goals and the participation by the named executive officers in our growth and profitability. For 2013, cash incentives under our MIP were based on an individual component, which is based on individual performance objectives for each executive officer, and a company component, which is based upon the attainment of an Adjusted EBITDA target (with Adjusted EBITDA calculated as set forth in the section entitled “Summary—Summary Historical Financial and Other Data”) or more directed targets within the employee’s span of control, such as specific business EBITDA or cost savings targets for the year ended December 31, 2013.

The compensation committee evaluates the allocation between the individual and company component within the MIP on an annual basis and has the flexibility to adjust the structure including allocation percentages amongst the two components as needed in order to better align the incentives under the MIP. In addition to awards under the MIP, the compensation committee may grant special or supplemental benefits at their discretion.

Actual payments under the MIP for the year ended December 31, 2013 were calculated based on performance results as compared to the agreed upon goals. The components for the MIP payouts for a participant are (i) 80% established by targeted Adjusted EBITDA or more directed targets within the employee’s span of control, such as specific business EBITDA or cost savings targets and (ii) 20% established by performance in achieving individual performance objectives (“MBOs”) relating to the participant’s role. Mr. Lucas’s MBOs for 2013 included improving leverage, hiring and integrating new sales leaders, increasing global mobility solutions sales and U.S. mobility networks sales, introducing new products to market and improving productivity and efficiency of operations. Mr. Oberdorf’s MBOs for 2013 included increasing cash flow, improving leverage, increasing sales and revenue growth, increasing penetration of current products, generating cash to service debt and optimizing return on investment of capital expenditures. Ms. Smith’s MBOs for 2013 included increasing share-of-wallet revenue, growing revenue, winning new customer contracts, optimizing revenue lead management and launching new products. Ms. Balli’s MBOs for 2013 included growing revenue and winning customer contracts, increasing productivity of operations and reducing SG&A expenses, driving new contract margins and developing new global and domestic operating systems. Mr. George’s MBOs for 2013 included winning customers in Asia, developing a growth strategy in China, expanding our Middle East capabilities and

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building capabilities in India. The following table illustrates the potential MIP payouts for the company component for 2013 for each named executive officer except Mr. George:


	Adjusted EBITDA Below Threshold	Adjusted EBITDA At Threshold	Achieve Adjusted EBITDA Target	Adjusted EBITDA Above Target
Company Component of MIP	0% of target (any payment would be at board of directors discretion)	55% of target	100% of target	Payment over 100% of target at the discretion of the board of directors

Adjusted EBITDA performance for 2013 below $68.0 million would result in no payout to a participant for the company component; however the board of directors has the discretion to make any payments relating to the company component of the MIP even if Adjusted EBITDA thresholds are not achieved. In the event that Adjusted EBITDA performance for 2013 was above $80.0 million, payments in excess of 100% of target are granted at the discretion of the board of directors. In the case of Mr. George, the company component of MIP relates to the financial performance of the Asia and Middle East regions.

Long-Term Incentives

We believe that long-term incentives in the form of equity-based awards align the interests of our executive officers with those of our stockholders for periods greater than the single year focus of the MIP. They also provide an opportunity for increased equity ownership by our executive officers and encourage retention. We believe equity-based awards provide meaningful incentives to our executive officers to increase the value of our stock over time and have a stake in our long-term success. In making equity-based awards during 2013, the compensation committee considered the named executive officer’s level of responsibility, prior experience, individual performance, and market data for the particular position. For 2013, these long-term incentives consisted of stock options and restricted stock.

In February 2013, our board of directors adopted the Stock Incentive Plan (the “SIP”). Stock options and grants of common stock are awarded through the SIP and administered by the compensation committee.

Stock Options

Stock options only reward an executive for the increase in our stock price during the holding period. Stock options represent the high-risk component of our long-term incentives, as the potential value of each stock option can fall to zero if the price of our stock is lower than the exercise price.

The size of stock option grants for executive officers is based primarily on the target dollar value of the award, translated into a number of option shares based on the estimated economic value of the award using the Black-Scholes option pricing formula. All stock options granted to our named executive officers, directors and other employees are non-qualified stock options under the Code.

In 2013, the compensation committee approved grants of stock options to certain executives, including one named executive officer, Mr. Lucas. The stock options granted to Mr. Lucas are reflected below in the Grants of Plan Based Awards Table. The compensation committee determined a stock option target award value it deemed appropriate to ensure that Mr. Lucas remains motivated and focused on providing strong management. The target award value was consistent with equity grants made to Mr. Lucas during his first five years of service as our CEO. All stock options granted in 2013 had an exercise price per share of $7.69, which the compensation committee determined was the fair market value of our stock on the date of grant. The stock options granted to Mr. Lucas and to other individuals vest over five years, at a rate of 20% per year, beginning on the first anniversary of the grant date. This vesting schedule was selected due to its prevalence in the market place. All stock options granted in 2013 expire on February 12, 2023.

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Restricted Stock

During the year ended December 31, 2013, one of our named executive officers, Mr. Oberdorf, received restricted stock awards. The purpose of the restricted stock awards was to provide equity participation to our executives. Restricted stock awards were awarded through the Long-Term Incentive Plan (the “LTIP”), which was administered by the compensation committee. Restricted stock awards are shares of our common stock subject to repurchase by us for less than fair market value upon certain conditions or events. In 2013, the compensation committee granted these awards as a result of provisions in Mr. Oberdorf’s employment agreement where either time requirements or certain performance measures were satisfied in 2013. The restricted stock granted to Mr. Oberdorf vests based on the passage of time over a five year period with 10% vesting in 2014, 15% vesting in 2015, 20% vesting in 2016, 25% vesting in 2017 and the remaining 30% vesting in 2018. Any unvested shares are forfeited upon Mr. Oberdorf’s termination of employment. No other named executive officers are entitled to future grants of restricted stock pursuant to the terms of their employment agreements. Additionally, all of Mr. Oberdorf’s unvested share will immediately vest upon this offering.

Bonus

For 2013, we granted discretionary cash bonuses to two of our named executive officers to compensate them for significant contributions during the year. We do not expect cash bonuses to be a material component of our compensation in future periods.

401(k) and Other Benefits

Our executive officers are eligible to participate in our employee benefit plans provided to other employees on the same terms. These benefits include a 401(k) plan with a company matching contribution of up to $1,912 annually to each employee, including our named executive officers. These benefits also include a group health insurance and short and long-term disability insurance.

In addition to the benefits offered to all employees, certain executive officers, are provided additional benefits that are considered perquisites, which are part of an executive officer’s total compensation and treated as taxable income under the applicable tax laws. In 2013, perquisites for certain of our named executive officers included an annual automobile allowance, annual office expense allowance, commuting costs and annual executive physicals. Such perquisites and employee benefits are intended to promote health, convenience, security and financial protection to our executives. Detailed information about these perquisites is included below in a footnote to the “All Other Compensation” column of the 2013 Summary Compensation Table.

Severance and Change in Control Arrangements

Our executive officers, including our named executive officers, have terms in their employment agreements that would provide severance benefits on specified terminations of employment or if we experience a change of control. The terms and estimated amounts of these benefits are described below under “—Employment Agreements and Severance Benefits.” Most of these arrangements were negotiated when the executive officers were hired and have terms that we believed were reasonably necessary to hire and retain these individuals in our market for executive talent.

Tax and Accounting Considerations

We recognize a charge to earnings for accounting purposes for equity awards over their vesting period. In the past, we have not considered the accounting impact as a material factor in determining the equity award amounts for our executive officers. However, as a public company, we expect that the compensation committee will consider the accounting impact of equity awards in addition to considering the impact to dilution and overhang when deciding on amounts and terms of equity awards. We do not require executive compensation to be tax deductible, but instead balance the cost and benefits of tax deductibility to comply with our executive

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compensation goals. For example, Section 162(m) of the Code, generally disallows a tax deduction to a publicly held corporation for compensation in excess of $1.0 million paid in any taxable year to its chief executive officer and certain other executive officers unless the compensation qualifies as “performance-based compensation” within the meaning of Section 162(m). Under a special Section 162(m) exception, any compensation paid pursuant to a compensation plan in existence before the effective date of this initial public offering will generally not be subject to the $1.0 million limitation until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the public offering occurs. As a private company, we have not taken the deductibility limit of Section 162(m) into consideration in setting compensation for our executive officers because Section 162(m) did not apply to us. Once we are a public company, we expect that the compensation committee will consider the deductibility of compensation, but will be fully authorized to approve compensation that is not deductible when it believes that such payments are appropriate to attract and retain executive talent.

2013 Summary Compensation Table

The following table sets forth certain information with respect to compensation earned by or paid to our named executive officers for the year ended December 31, 2013.


Name and Principal Position	Year		Salary ($)		Stock Awards ($)⁽¹⁾		Option Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation⁽³⁾		Bonus⁽⁴⁾		All Other Compensation ($)⁽⁵⁾		Total ($)
Wes Lucas		2013		700,000		—		474,272		1,078,792		—		103,617		2,356,681
Chief Executive Officer

Tom Oberdorf		2013		475,000		100,000		—		327,937		38,203		1,912		943,052
Chief Financial Officer

Linda Smith		2013		330,000		—		—		170,872		26,826		156,066		683,764
Executive Vice President and Chief Commercial Officer

Deborah Balli		2013		340,000		—		—		203,135		—		1,912		545,047
President of Global Relocation Services

Jacob George⁽⁶⁾		2013		435,428		—		—		226,824		—		—		662,252
President of Asia and Middle East

(1)

The estimated fair value of the restricted stock was initially based on a valuation made by an independent third party. Our estimated enterprise value took into consideration the lack of control and limited marketability of the securities. Subsequently the estimated fair value was updated to reflect business results over time as well as a review of share trading transactions involving the our stock among our private equity owners. The estimated fair value of the stock option awards was based on a review of share trading transactions involving our stock among our private equity owners. As required by SEC rules, amounts shown in the column “Stock Awards” for the year ended December 31, 2013 presents the aggregate grant date fair value of stock awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2013 under ASC 718, see Note 12 of the Company’s audited financial statements included elsewhere in this prospectus.

(2)	As required by SEC rules, amounts shown in the column “Option Awards” presents the aggregate grant date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718,

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Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2013 under ASC 718, see Note 12 to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers.

(3)

For the year ended December 31, 2013, MIP amounts were approved for both the company component and the individual component of the MIP. We attained EBITDA of $76.8 million for the year ended December 31, 2013, which is equivalent to an approximately 83% payout of the assigned bonus target for the company component for each named executive officer except Mr. George. The individual component bonus of the MIP was approved during the first quarter of fiscal year 2014 following a review of each named executive officer’s individual performance and contribution to our strategic and financial goals. The following table shows the Non-Equity Incentive Plan Compensation provided to the named executive officers.


Name	MIP Company Component		MIP Individual Component		Total Non-Equity Incentive Plan Compensation
Wes Lucas	$	862,992	$	215,800	$	1,078,792
Tom Oberdorf	$	252,259	$	75,678	$	327,937
Linda Smith	$	131,440	$	39,432	$	170,872
Deborah Balli	$	180,564	$	22,571	$	203,135
Jacob George	$	183,312	$	43,512	$	226,824

(4)	Reflects amounts payable as part of a special payment to these named executive officers.

(5)	This column includes matching contributions made under our 401(k) plan and perquisites and other personal benefits, as set forth in the below table.


Name	401(k) Match		Office Allowance^(a)		Commuting Expenses^(b)		Automobile Expenses^(c)		Executive Physical Expenses^(d)		Relocation Expenses^(e)
Wes Lucas	$	1,912	$	42,000	$	35,123	$	16,800	$	7,782	$	—
Tom Oberdorf		1,912		—		—		—		—		—
Linda Smith		1,912		—		—		—		—		154,154
Deborah Balli		1,912		—		—		—		—		—
Jacob George		—		—		—		—		—		—

(a)

This column represents reimbursed expenses incurred by the executive in maintaining his office in Jackson, WY.

(b)

This column represents the commuting related expense to and from the Company’s corporate headquarters.

(c)

This column represents an annual automobile allowance.

(d)

This column represents expenses for an annual executive physical.

(e)

This column represents moving and related expenses.

(6)	Mr. George’s cash compensation was paid in Singapore dollars. For convenience, this has been converted into U.S. dollars at the December 31, 2013 exchange rate of SGD$1.262373 per U.S.$1.00.

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2013 Grants of Plan-Based Awards

The following table summarizes plan-based awards granted to our named executive officers for the year ended December 31, 2013.

Estimated Possible Future
Payouts Under Non-Equity
Incentive Plan Awards

All Other
Stock
Awards:
Number of
Shares of
Units

All Other
Option
Awards:
Number of
Securities
Underlying
Options

Exercise or
Base Price
of Option
Awards

Grant Date
Fair Value
of Stock and
Option
Awards⁽¹⁾⁽²⁾

Name

Grant
Date

Approval
Date

Threshold
($)

Target
($)

Maximum
($)⁽³⁾

(#)

($/Sh)

($)

Wes Lucas

Stock Option Grant

5/21/2013

N/A

185,068

7.69

474,272

MIP Payment

N/A

572,000

1,300,000

—

Tom Oberdorf

Restricted Stock Grant

8/28/2013

N/A

13,000

—

N/A

100,000

MIP Payment

N/A

167,200

380,000

—

Linda Smith

MIP Payment

N/A

87,120

198,000

—

N/A

—

Deborah Balli

MIP Payment

N/A

119,680

272,000

—

N/A

—

Jacob George

MIP Payment⁽⁴⁾

N/A

82,731

217,714

—

N/A

—

(1)

As required by SEC rules, amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” for the year ended December 31, 2013 presents the aggregate grant date fair value of stock awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2013 under ASC 718, see Note 12 to the Company’s audited financial statements included elsewhere in this prospectus. The estimated fair value of the grant date was $7.69 per share. The estimated fair value of the restricted stock was initially based on a valuation done by an independent third party. Our estimated enterprise value took into consideration the lack of control and limited marketability of the securities. Subsequently the estimated fair value was updated to reflect business results over time as well as a review of share trading transactions involving our stock among our private equity owners. The estimated fair value of the stock option awards was based on a review of share trading transactions involving our stock among our private equity owners.

(2)

As required by SEC rules, amounts shown in the column “Grant Date Fair Value of Stock and Option Awards” present the aggregate grant date fair value of option awards granted in the fiscal year in accordance with accounting rules ASC 718, Compensation—Stock Compensation. For a description of the assumptions used in calculating the fair value of equity awards in 2013 under ASC 718, see Note 12 to the Company’s audited financial statements included elsewhere in this prospectus. These amounts reflect our cumulative accounting expense over the vesting period and do not correspond to the actual values that were to be realized by the named executive officers.

(3)	Any non-equity incentive plan awards in excess of the target amounts will be granted at the discretion of the board of directors.

(4)	Mr. George’s MIP payment will be paid in Singapore dollars. For convenience, the threshold and target MIP payments have been converted into U.S. dollars at the December 31, 2013 exchange rate of SGD$1.262373 per U.S.$1.00.

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2013 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information with respect to outstanding equity awards held by our named executive officers as of December 31, 2013.

Option Awards

Stock Awards

Name

Grant
Date

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable⁽¹⁾

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares or
Units of Stock
That Have Not
Vested (#)⁽²⁾

Market Value
of Shares or
Units of Stock
That Have
Not Vested ($)

Wes Lucas

5/21/2013

—

185,068

7.69

2/12/2023

—

N/A

Tom Oberdorf

8/28/2013

—

N/A

13,000

100,000

8/2/2012

—

SIRVA INC S-1/A