As filed with the Securities and Exchange Commission on November 12,20, 2003

Registration No. 333-108185

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 45
To
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SIRVA, INC.
(Exact name of Registrant as specified in its charter)

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

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

        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.o

        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.o

        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.o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.o

        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 of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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

Subject to Completion. Dated November 12,20, 2003.

21,052,632 Shares

Common Stock

        This is an initial public offering of shares of common stock of SIRVA, Inc.

        SIRVA, Inc. is offering 13,157,895 of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional 7,894,737 shares. SIRVA, Inc. will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

        Prior to this offering, there was no public market for the common stock. We currently estimate that the initial public offering price per share will be between $18.00 and $20.00. We have been approved to list the common stock on the New York Stock Exchange under the symbol "SIR".

        See "Risk Factors" beginning on page 13 to read about factors you should consider before buying shares of the common stock.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        To the extent that the underwriters sell more than 21,052,632 shares of common stock, the underwriters have the option to purchase up to an additional 3,157,894 shares from the selling stockholders at the initial public offering price less the underwriting discount.

        The underwriters expect to deliver the shares against payment in New York, New York on                    , 2003.

Deutsche Bank Securities

Banc of America Securities LLC

                                                                      Citigroup

JPMorgan

Prospectus dated                    , 2003.

[Front Inside Cover Description: Pictures of representative customers and of SIRVA's employees performing some of SIRVA's services, with a list of services offered]

[Front Cover Fold-Out Description: Map of world depicting SIRVA Relocation, northAmerican, Global, Pickfords, Maison Huet, Adam and Scanvan in the regions in which they operate, as well as triangles indicating where SIRVA's operating centers are located]

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TABLE OF CONTENTS

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

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PROSPECTUS SUMMARY

        The following is a summary of some of the information contained in this prospectus. It may not contain all the information that is important to you. To understand this offering fully, you should read carefully the entire prospectus, including "Risk Factors" beginning on page 13 and our consolidated financial statements and notes to those consolidated financial statements included in this prospectus, before making any investment decision. In this prospectus, the terms "SIRVA," "we" and "our" refer to SIRVA, Inc. and its subsidiaries and their respective predecessors in interest, unless the context otherwise requires. When we refer to "North American Van Lines" or "NAVL," we are referring to our wholly owned subsidiary, North American Van Lines, Inc., together with its subsidiaries and their predecessors in interest, unless the context otherwise requires.

Our Business

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

        Our service offerings include the following:

        The market for relocation and related services is large and highly fragmented. We estimate that the worldwide aggregate annual value of these services provided by in-house and third party providers is more than $50 billion. We are a leader in the outsourced portion of this market. The outsourcing of relocation services has been increasing, driven by the administrative and cost efficiencies and superior service levels offered by outside providers. We believe that, over time, third party providers will continue to increase their share of corporate relocation spending.

        Our financial results reflect our ability to improve our operating results even in a difficult economic environment. For the twelve months ended September 30, 2003, we had operating revenues and income from operations of $2.3 billion and $114.1 million, respectively. These represent increases of 9% and 37% over our operating revenues and income from operations for the twelve-month period ended September 30, 2002, respectively, resulting from a combination of internally generated and acquisition growth.

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

Income from Operations by Segment for the twelve months ended September 30, 2003		Income from Operations by Geography for the twelve months ended September 30, 2003

Global Relocation Solutions.

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

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

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

        In North America, we provide our moving services through our proprietary branded network of 780 agents who own the trucks and trailers used in moves and are responsible for packing, hauling, storage and distribution of household goods. We act as a network manager for our agents, providing, among other things, brand management, load optimization, billing, collection and claims handling. Outside of North America, we provide moving services through a network of company-owned and agent-owned locations in Europe and the Asia Pacific region.

Network Services.

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

        Services offered include insurance coverage such as vehicle liability, occupational accident, physical damage, and inland marine insurance coverage, as well as truck maintenance and repair services and group purchasing. In addition, we offer a suite of services including fuel, cell phone, tire services, legal assistance and retirement programs to the members of the National Association of Independent Truckers, an association of independent contract truck drivers we acquired in April 2002. This association currently has approximately 24,800 owner-operator members, and we believe there is substantial opportunity for continued growth.

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Transportation Solutions.

        Our transportation solutions business provides inventory management solutions, using proprietary asset management technology, to coordinate a variety of services such as order fulfillment, project-specific delivery management, and the tracing of products through customers' supply chains.

Our Competitive Strengths

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

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

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

        Comprehensive Relocation Solutions.    We can deliver our relocation services through a single point of contact, which provides our corporate customers and their employees with high quality service at a low cost. Our single source solution offers an attractive value proposition for corporations looking to reduce the administrative costs and burdens associated with employee relocations. As a leading global relocation solutions provider with a proprietary global moving services fulfillment network, we are able to provide moving capacity and quality to customers even during periods of peak demand. Our product breadth allows us to deliver innovative and tailored solutions to better meet our customers' needs. For example, we offer both a traditional cost-plus model to corporate customers and a fixed fee alternative, set as a percentage of the value of a relocating employee's home. Our fixed fee alternative is gaining increasing recognition and usage from our clients who seek to reduce their overall cost and risk.

        Diverse and Stable Revenue Base.    We believe that the diversified nature of our business, which results from our geographic reach, range of product offerings and broad customer base, creates a stable business platform with predictable service volumes that mitigates the effects of economic cycles. During 2002, no single customer, other than the U.S. military/government, accounted for more than 2% of our operating revenues. The U.S. military/government business comprised approximately 7% of our operating revenues in 2002, generated from services provided to over 150 military bases and 65 government service agencies worldwide each of which typically makes

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its own carrier selection. The following table of our 2002 relocations illustrates the global breadth and diversity of our relocation business:

        Attractive Financial Model.    Our business has several attractive financial features, including:

•

Strong Cash Flow and Low Capital Requirements.    Due to our asset-light business model, limited need for additional working capital as we grow and moderate capital expenditures, our business generates strong cash flows that are available for reinvestment in our business, debt service, acquisitions and other uses.



•

Positioned to Benefit from an Improving Economy.    With our strong market share among corporate customers, we believe that we are well positioned to benefit from any increased volume of corporate relocations that may result from an improving economy. We expect that increases in the volume of our relocations should result in high incremental operating profit because our infrastructure can support significant growth without a proportional increase in expenditures.



•

Multiple Opportunities for Profitable Growth.    Our broad base of corporate customers, wide range of product and service offerings and geographic breadth provide multiple opportunities to grow profitably.

Our Strategies

        We intend to focus on the following strategies to grow our revenues and profits:

Grow Relocation Solutions.

•

Cross-Sell Services to Existing SIRVA Customers.    We believe that cross-selling our full suite of relocation solutions to our existing U.S. corporate customers represents a very substantial growth opportunity. Of our 2,500 corporate customers in 2002, only 106 purchased both relocation and moving services from us. We believe that we have the opportunity, on average, to more than triple our revenue from a customer by converting it from one utilizing only our moving services to one using our combined offering of moving and relocation services. To address this opportunity, we have realigned our corporate sales and marketing functions, as well as our agents, to better present this combined service offering to our corporate customers around the world.



•

Grow Corporate Customer Base.    We intend to continue to use our comprehensive product offering, high customer satisfaction ratings, well-recognized brands and the trend towards corporate outsourcing to grow our corporate customer base and increase our share of our existing customer base. In the nine months ended September 30, 2003, we won 191 contracts from corporate customers, 18 of which contracted to purchase both moving and relocation services. These contracts helped drive our growth in the first nine months of 2003 and they are expected to be a major driver of growth in 2004, although there can be no assurances because many of these contracts are terminable by the customer on short notice and none of them specify a minimum transaction volume.



•

Expand Geographically.    We intend to increase our market share internationally as we continue to develop our global relocation solutions platform. We believe that the European and Asian market opportunities are considerable, as the markets are large and the corporate outsourcing trend is at an earlier stage of development. We are approaching this international opportunity from a position of strength, with a leading market share position in Europe, Australia and Asia.

        Grow Network Services.    We intend to continue to grow our network services business as we focus on the needs of our agents, independent owner-operators and small fleet owners. We have accumulated a deep knowledge

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of this market from managing our proprietary agent network, operating our own fleets and drivers around the world and from frequent interactions with independent owner-operators. This gives us an advantage in bringing value-added services, like our insurance programs, to this historically underserved market. In addition, our ability to grow our independent owner-operator driver base has been enhanced by our acquisition of the National Association of Independent Truckers in 2002, whose membership has grown from approximately 13,300 members in April 2002, when we acquired NAIT, to approximately 24,800 as of September 30, 2003.

        Continue to Improve Operating Efficiency.    We continually seek to improve our financial and operating performance through cost savings and productivity improvements. Our operating revenues per employee for the 12 months ended September 30, 2003 were 12% higher than they were for the 12 months ended September 30, 2002. We are very focused on improving our cost position in every area of our business. We continuously drive variable cost and fixed cost productivity across each business segment and believe there is significant potential to increase productivity in the future.

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

Corporate History

        Clayton, Dubilier & Rice Fund V Limited Partnership, our majority stockholder, organized us to acquire North American Van Lines, which we acquired on March 29, 1998. North American Van Lines was originally organized in 1933. Since 1998, we have completed other acquisitions, including the acquisition of the Allied and Pickfords businesses from Exel plc on November 19, 1999. As we built our strength in moving services, we saw a significant opportunity to use this strength to become a leading provider of comprehensive relocation services for our corporate moving customers. To take advantage of this opportunity, we added comprehensive relocation capabilities in 2002 through our acquisitions of the relocation services businesses of Cooperative Resource Services, Ltd., now known as SIRVA Relocation, and Rowan Simmons Relocation Ltd.

*              *              *

Principal Stockholders

        Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership own approximately 56.6% and 23.5% of our outstanding common stock, respectively, and will own approximately 39.2% and 16.3%, respectively, following the completion of this offering. They are private investment funds managed by Clayton, Dubilier & Rice, Inc. Of the ten members of our Board of Directors, two are principals of Clayton, Dubilier & Rice, Inc.

        *              *              *

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

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The Offering

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

•

assumes no exercise of the over-allotment option granted by the selling stockholders to the underwriters;



•

assumes consummation of the refinancing on the terms described in "Internal Reorganization and Refinancing", "Use of Proceeds" and "Description of our Indebtedness";



•

excludes 4,560,072 shares of common stock issuable upon the exercise of outstanding stock options at a weighed average exercise price of $4.66 per share with exercise prices ranging from $3.15 to $5.84 per share; of these shares, 1,321,847 shares are subject to currently vested stock options at a weighted average exercise price of $4.16 per share with exercise prices ranging from $3.15 to $4.48 per share; and



•

excludes 2,773,116 shares of common stock issuable upon the exercise of the outstanding warrant issued to an affiliate of Exel plc at an exercise price of $12.62 per share.

        On November 7, 2003, our Board of Directors approved a stock split of 3.17 for 1 of our common stock by way of a reclassification that will become effective prior to consummation of this offering. The reclassification will be effected through a restated certificate of incorporation, which we filed with the Secretary of State of the State of Delaware on November 10, 2003. The restated certificate of incorporation will also increase the number of authorized shares of our common stock to 500,000,000. Our Board of Directors and our stockholders approved the restated certificate of incorporation on November 7, 2003. Accordingly, all share and per share information in this prospectus give effect to the reclassification.

Internal Reorganization and Refinancing

Internal Reorganization

        In connection with this offering, we intend to effect an internal reorganization pursuant to which we would incorporate a new direct wholly-owned subsidiary, SIRVA Worldwide, Inc., which in turn would own directly all of the issued and outstanding capital stock of North American Van Lines. We may also effect transactions pursuant to which Allied Van Lines, Inc. and North American International Holding Corporation, which are currently direct wholly-owned subsidiaries of North American Van Lines, would become direct wholly-owned subsidiaries of SIRVA Worldwide, Inc.

Credit Agreement Refinancing

        In connection with this offering, we intend to effect a refinancing of the existing senior credit facility of our wholly owned subsidiary, North American Van Lines, with a new senior credit facility. The commitments provided by the proposed lenders for the new senior credit facility provided for North American Van Lines and one or more

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of its foreign subsidiaries to be the borrowers under the facility. In connection with the planned internal reorganization, we are in discussions with the lenders to provide that SIRVA Worldwide, Inc. will be the primary borrower under the new senior credit facility, with one or more of its foreign subsidiaries to be additional borrowers. Upon consummation of this refinancing, we expect that the borrowers thereunder will have outstanding borrowings under the new senior credit facility of $459.7 million, representing an increase of $64.4 million, as of September 30, 2003. Of these borrowings, we expect that $425.0 million will be in the form of a term loan and $34.7 million will be drawn initially under the $175.0 million revolving portion of the new senior credit facility. As a result of this refinancing, we expect to realize significantly lower interest expense.

Note Repurchase

        We have commenced a tender offer for all of the 13³/8% senior subordinated notes due 2009 issued by North American Van Lines. We will use the net proceeds from this offering and borrowings under the new senior credit facility to finance the note repurchase. To the extent that we purchase less than all of the senior subordinated notes under the tender offer, our initial borrowings under the revolving portion of the new senior credit facility will be less than currently anticipated. In connection with the tender offer, North American Van Lines has received the requisite consents to remove substantially all of the restrictive covenants and certain other provisions from the indenture governing its senior subordinated notes.notes pursuant to a supplemental indenture. The supplemental indenture has been executed. As of October 31, 2003, approximately 93% of the notes had been tendered.

        See "Internal Reorganization and Refinancing", "Use of Proceeds", "Capitalization" and "Description of our Indebtedness".

        This offering is not conditioned upon the completion of the refinancing. We cannot assure you that the anticipated refinancing will be completed on the terms anticipated, or at all.

Risk Factors

        You should consider carefully all the information included in this prospectus and, in particular, the specific factors set forth under "Risk Factors" beginning on page 13 for risks involved in investing in our common stock.

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SUMMARY CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table presents our summary consolidated financial and other data as of and for the periods indicated. You should read the following financial information in conjunction with "Capitalization," "Selected Consolidated Financial and Other Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes to those financial statements appearing elsewhere in this prospectus. Share and per share information set forth below have been adjusted to reflect the split of each share of our common stock into 3.17 shares of common stock by way of reclassification that was approved by our Board of Directors on November 7, 2003 and that will become effective prior to the consummation of this offering.

        We derived our summary consolidated statement of operations data for each of the years in the three year period ended December 31, 2002 from our audited consolidated financial statements included elsewhere in this prospectus. Our summary consolidated balance sheet and statement of operations data as of and for the nine months ended September 30, 2003 and our summary consolidated statement of operations data for the nine months ended September 30, 2002, respectively, are derived from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited condensed consolidated financial statements reflect all adjustments, including usual recurring adjustments, which in the opinion of management, are necessary for the fair presentation of that information as of and for the periods presented. Our results for the interim periods are not necessarily indicative of the results that you should expect for the full year or in the future. The pro forma net income and pro forma net income per share for the year ended December 31, 2002 and the nine months ended September 30, 2003, reflect the application of our expected net proceeds from the initial public offering and the refinancing of North American Van Lines' senior credit facility to repay a portion of our outstanding indebtedness, to repurchase North American Van Lines' senior subordinated notes and redeem our junior exchangeable preferred stock as if these events had occurred on January 1, 2002 and January 1, 2003, respectively. The pro forma consolidated balance sheet data give effect to these events as if they had occurred on September 30, 2003.

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(1)

Our operating revenues represent amounts billed to our customers for all aspects of the services that we provide. Where we fulfill the transportation service element using our independent agent network or other third-party service providers, we incur purchased transportation expense, or PTE, which is included in the amount billed to our customer. The level of PTE generally increases or decreases in proportion to the operating revenues generated from our transportation services.

(2)

For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense in relation to stock subscriptions and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25. The total non-cash equity-based compensation expense to be recognized by us in respect of these transactions is $6.7 million. We expect to recognize $0.5 million in the fourth quarter of 2003 and $1.5 million, $0.8 million, $0.5 million, $0.3 million and $0.1 million in each of 2004, 2005, 2006, 2007 and 2008, respectively.

(3)

Pro forma information reflects the application of our estimated net proceeds from the initial public offering and the refinancing of North American Van Lines' senior credit facility to reduce our indebtedness by

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$154.0 million and $165.2 million based upon outstanding balances as of December 31, 2002 and September 30, 2003, respectively. Pro forma net income, as if these events had occurred on January 1, 2002 and January 1, 2003, is calculated as follows:

The pro forma finance charges have been derived from applying the average LIBOR interest rate outstanding during the year ended December 31, 2002 of 1.765% and during the nine months ended September 30, 2003 of 1.237% plus an assumed interest rate margin of 2.25% on the revolving credit facility and 2.50% on the term loan associated with the new senior credit facility. The cost associated with the new credit facility will be capitalized and amortized over the life of the new credit facility.

The pro forma income taxes have been derived from applying historical U.S. statutory tax rates to the anticipated interest and deferred debt amortization savings. The tax rates take into consideration non-deductible components of interest expense, and are 36.7% for the year ended December 31, 2002 and 33.9% for the nine months ended September 30, 2002 and the nine months ended September 30, 2003.

The above analysis assumes that $150 million principal amount of the outstanding North American Van Lines senior subordinated notes will be repurchased. In the event that we do not repurchase all of the notes, our net income may be less. As of October 31, 2003, approximately 93% of the notes had been tendered.

(4)

We adopted Statement of Financial Accounting Standard ("SFAS") SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") with effect from January 1, 2002. In accordance with SFAS 142, we no longer amortize goodwill and indefinite-lived intangibles, but rather will test such assets at least annually for impairment. We have completed the first step of the impairment test under the transitional requirements of SFAS 142 and no impairment of goodwill or indefinite-lived intangibles was indicated. If previously reported net income and earnings per share were adjusted for the exclusion of goodwill and indefinite-lived intangibles amortization, basic net income (loss) per ordinary share would have been $(0.42) and $(0.25) for the years ended December 31, 2000 and 2001, respectively, and diluted net income (loss) per ordinary share would have

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been $(0.42) and $(0.25) for the years ended December 31, 2000 and 2001, respectively. For further information, see note 6 to "Selected Consolidated Financial and Other Data" and note 6 to our consolidated financial statements included elsewhere in this prospectus.

(5)

Pro forma net income per share—basic and diluted is calculated using pro forma weighted average common shares outstanding—basic of 64,870,520 and 69,828,505 and pro forma weighted average common shares outstanding—diluted of 64,990,131 and 72,358,013 as of December 31, 2002 and September 30, 2003, respectively on a post split basis, and reflecting the impact of the issuance of 13,157,895 shares on completion of this offering.

(6)

EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization.

        EBITDA is calculated as follows:

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

For the nine months ended September 30, 2003, we recognized $3.0 million of equity-based compensation expense. See Note 2 above.

(7)

Includes depreciation expense for property and equipment and amortization expense for intangible assets and deferred agent contract expenditures. Excludes amortization expense for deferred debt issuance costs, which are recorded as part of interest expense.

(8)

The decline in total assets of $5.6 million is due to the write-off of unamortized deferred debt issuance costs of $13.6 million associated with the existing credit facility partially offset by deferred debt issuance costs of $8.0 million associated with the new senior credit facility.

(9)

Long-term debt consists of (i) long-term debt excluding the current portion of long-term debt, (ii) capital lease obligations and (iii) amounts outstanding under the revolving credit facility forming part of our senior credit facility. See "Capitalization" for an additional explanation of the calculation of pro forma long-term debt included elsewhere in this prospectus.

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(10)

Pro forma as adjusted stockholders' equity reflects the following adjustments (dollars in thousands):

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RISK FACTORS

        An investment in our common stock involves a high degree of risk. You should carefully consider the following information about these risks, together with other information in this prospectus, before buying shares of our common stock. If any of the following risks or uncertainties actually occurs, our business, financial condition and operating results could be materially and adversely affected. The trading price of our common stock could decline and you may lose all or part of the money you paid to buy our common stock. This prospectus also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in those forward-looking statements as a result of certain factors including the risks faced by us described below and elsewhere in this prospectus. See "Forward-Looking Statements" on page 23.

Risks Relating to Our Company

If we do not successfully compete within the highly competitive industries in which we operate, our operating revenues and profitability could be adversely affected.

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

Competition may force us to lower our prices thereby adversely affecting our operating revenues and profitability.

        Competition in the relocation solutions and insurance industries and potential new entrants into these industries may force us to lower our prices, thereby affecting our operating revenues and profitability. If we do not successfully compete within these highly competitive industries, we will lose customers, in which case our operating revenues and profitability would also be adversely affected. As we are subject to intense competition, we may not be able to achieve our growth objectives in a timely fashion, if at all.

Our business and financial condition could continue to be adversely affected by the present economic downturn and could also be adversely affected by future economic downturns and other external events.

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

        Similarly, terrorist attacks or other acts of violence or war may affect the financial markets, in general, or our business, financial condition and results of operation, in particular. We cannot assure you that there will not be future terrorist attacks against the United States or U.S. businesses. Any such attacks or armed conflict may directly affect our physical facilities or those of our customers and vendors. In addition, these events could cause consumer confidence and spending to decrease or could result in increased volatility in the U.S. and world financial markets and economy.

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Until recently, we had a history of net losses, and may not be profitable in the future.

        We had net losses of $20.5 million, $21.9 million and $16.9 million for the years ended December 25, 1999, December 31, 2000 and December 31, 2001, respectively. We cannot assure you that we will not report net losses in future periods. We cannot predict what impact continued net losses might have on our ability to finance our operations in the future or on the market value of our common stock.

Our success depends in part on our relatively new and unproven strategy of offering a global comprehensive relocation solution to customers.

        Historically, a majority of our operating revenues and income from operations was derived from our moving services businesses. A significant element of our growth model, however, is our new and unproven strategy of offering a global comprehensive relocation solution to customers by combining our higher margin relocation services with our proprietary moving services network. We embarked on this strategy less than two years ago with the acquisition of the business of Cooperative Resources Services, Ltd., and have not yet proven that it will succeed in the long-term, especially in Europe and Asia.

Our global relocation solutions business exposes us to some of the risks of the real estate industry, including risks relating to the purchase, ownership and resale of transferred employees' homes at a loss.

        The growth of our relocation solutions business exposes us to the risks of engaging in the real estate business. As part of our global relocation solutions package, we offer corporate customers home purchase and sale services for their employees. If a transferee's home cannot be sold within a given period of time, we may have to purchase the home for our own account and we may ultimately have to sell the home to a third party at a loss. In addition, a decline in the volume or value of existing home sales due to adverse economic changes could increase the number of homes that we may have to purchase and we may have to sell those homes at a loss for our own account thereby adversely affecting our results of operations. Further, we offer mortgage origination services to the employees of our corporate customers, which we fund through a warehouse mortgage facility thereby potentially increasing our own level of debt.

Our network services business exposes us to some of the risks of the insurance industry.

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

        The reserves we maintain in our insurance business may prove to be inadequate to cover our actual losses sustained. Claims reserves do not represent an exact calculation of liability, but rather are estimates of the expected liability. To the extent that reserves are insufficient to cover actual losses, loss adjustment expenses or future policy benefits, we would have to add to our claim reserves and incur a charge to our earnings.

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

        The A.M. Best rating of Transguard was recently downgraded from A to A- and has been placed under review with negative implications due, in large part, to our financial leverage prior to this offering. A.M. Best expects to resolve the under review status by the end of 2003 and we are taking steps to address its concerns. However, there can be no assurance that we will be successful in doing so, or that the steps we take will not have an adverse effect

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on us. In addition, we can provide no assurance that Transguard's rating will not be downgraded again in the future. Any such downgrade could affect the marketability of the insurance policies underwritten by Transguard, from which we derive the vast majority of the income from our network services segment, and thereby adversely affect our profitability.

We may not be able to recruit and retain a sufficient number of agents, representatives or owner/operators to carry out our growth plans.

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

        Our agents are independent businesses that provide moving and storage services to our and their own customers, and 20 of our 780 agents account for approximately 40% of our moving and storage business. If an agent were to terminate its relationship with us, we may not be able to recruit a replacement to service the same geographic region. Generally, there are few additional new entrants into this business and thus recruiting new agents often requires a conversion of an agent from a competing van line. Competing companies also recruit our agents.

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

        We cannot assure you that we will be successful in retaining our agents or owner/operators or that agents or owner/operators that terminate their contracts can be replaced by equally qualified personnel. A loss in the number of qualified drivers could lead to an increased frequency of accidents, potential claims exposure and, indirectly, insurance costs. Because agents have the primary relationship with customers, we expect that some customers would terminate their relationship with us were the agent that handles such customers' business to terminate its relationship with us. In addition, a loss of agents could impair our ability to guarantee moving capacity to our relocation customers.

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

        We believe that our strong brand names, including Allied® and northAmerican®, are among our most valuable assets. Our proprietary network of agents in North America operate their businesses using our brand names, including, in the case of most intrastate moves, without our involvement. Our agents are independent third parties with their own financial objectives and actions taken by them, including breaches of their contractual obligations to us, could harm our brands or reputation, or result in legal actions against us. Any negative publicity associated with our agents may affect our reputation and thereby adversely impact our results of operations.

Potential liability associated with accidents in the trucking industry is severe and occurrences are unpredictable. In addition, an increase in liability, property or casualty insurance premiums could cause us to incur significant costs.

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

        We carry insurance to cover liability and workers' compensation claims. We cannot assure you, however, that our insurance will be adequate to cover all of our liabilities. To the extent we were to experience a material increase in the frequency or severity of accidents, cargo claims or workers' compensation claims, or in the unfavorable resolution of existing claims, we might be required to incur substantial costs to cover these claims. In addition, our

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results of operations would be adversely affected if the premiums for our liability, workers' compensation and casualty claims were to increase substantiality.

If we lost one or more of our government licenses or permits or became subject to more onerous government regulations, we could be adversely affected.

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

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

        We cannot assure you that existing laws or regulations will not be revised or that new more restrictive laws or regulations will not be adopted or become applicable to us. We also cannot assure you that we will be able to recover any or all increased costs of compliance from our customers or that our business and financial condition will not be materially and adversely affected by future changes in applicable laws and regulations.

We are subject to litigation or governmental investigations as a result of our operations.

        We are subject to litigation resulting from our operations, including litigation resulting from accidents involving our agents and drivers. Such accidents have involved, and in the future may involve, serious injuries or the loss of lives. Such litigation may result in liability to us or harm our reputation. While the impact of this litigation is typically immaterial, there can be no assurance that its impact will not be material in the future.

        We have received grand jury subpoenas issued in connection with an investigation being conducted by attorneys in the Department of Justice (DOJ) Antitrust Division. We are cooperating with this investigation and understand that numerous other companies have received similar subpoenas. We believe that the investigation relates to the transportation of U.S. military members' household goods between the U.S. and foreign countries, which is managed and administered by the Military Transportation and Management Command of the U.S. Army, utilizing private moving companies. While the investigation is ongoing and exposes us to potential criminal, civil, and administrative penalties, it is difficult to predict its outcome with certainty at this time before the government makes its decisions and advises us of them. Management believes that, based on information currently available to it, the investigation's outcome will not have a material adverse impact on our overall operations or financial condition, although there can be no assurance that it will not. Any potential fines, penalties or judgments, however, may have a material impact on our earnings in the period in which they are recognized.

        Some of our moving services operations in Europe are being investigated by European antitrust regulators. The investigations are in the very early stages and involve certain anticompetitive practices. The relevant operations represented less than 1.7% of our consolidated operating revenue in the aggregate for the years ended December 31, 2000, 2001 and 2002, and the nine months ended September 30, 2003. The investigations could expose us to administrative and other penalties. We are cooperating with the investigations which we expect will take several years to complete. Management believes that, based on information currently available to it, the outcome of the investigations will not have a material adverse impact on our overall operations or financial condition, although there can be no assurance that it will not. Any potential penalties, however, may have a material impact on our earnings in the period in which they are recognized.

        For further information, see "Business—Legal Proceedings."

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Contingent or future environmental liabilities could cause us to incur significant costs and adversely affect our operations.

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

Our business is highly seasonal, which leads to fluctuations in our operating results and working capital needs.

        The relocation business is highly seasonal due to the increase in moving activity during the summer months. With respect to our Global Relocation Solutions business, our results of operations and cash flow fluctuate significantly from quarter to quarter due to the higher shipment amounts associated with 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 relocation services. If we are unable to capitalize on the peak summer season or successfully manage the decreased activity during other parts of the year, our annual performance may be materially adversely affected. The seasonal nature of the moving business results in increased short-term working capital requirements in summer months.

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

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

The international scope of our operations may adversely affect our business.

        We face certain risks because we conduct an international business, including:

•

restrictions on foreign ownership of subsidiaries;



•

tariffs and other trade barriers;



•

political risks; and



•

potentially adverse tax consequences of operating in multiple jurisdictions.

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        In addition, an adverse change in laws or administrative practices in countries within which we operate or our information systems support and application software development are performed could have a material adverse effect on us.

We are exposed to currency fluctuations, which may have an adverse effect on us.

        A large portion of our operating revenues are from operations outside of the United States. These operating revenues are denominated in the local currency for the country in which our international subsidiaries own their primary assets. Although the majority of expenses are incurred in the same currency in which corresponding operating revenues are generated, we are exposed to fluctuation in foreign currencies in the translation of the applicable currencies into U.S. Dollars. Any appreciation in the value of the U.S. Dollar relative to such currencies could have an adverse effect on us.

Fuel is a significant cost element in the trucking transportation industry. Fuel prices are currently high and may continue to rise and they, and the availability of fuel, have been subject to volatility in the past.

        We utilize numerous trucks and tractor trailers in the performance of day to day services in the household goods, specialized transportation and office moving lines of our business, which are a part of our Global Relocation Solutions business, that are dependent on fuel. We often employ the services of third party transportation providers, particularly owner/operators in the U.S. domestic moving business, who are also dependent on fuel and are subject to variations in fuel prices as a result. We cannot assure you that fuel prices will remain stable, or that supplies of fuel will always be available. Should costs escalate, we may not be able to fully recover the cost increase by increasing the price for our services. Third parties who provide transportation services to us may be unwilling to continue to do so without an increase in compensation. As a result, our operating margins could decrease and thereby adversely affect our profitability.

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 North American Van Lines. We, therefore, will be dependent upon the receipt of dividends or other distributions from our subsidiaries. North American Van Lines' new senior secured credit facility will contain restrictions on distributions from North American Van Lines to us, other than for certain specified purposes. 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.

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

        As of September 30, 2003, on a pro forma basis after giving effect to this offering, the refinancing of our senior credit facility and the application of proceeds herefrom and therefrom, we would have had total outstanding long-term debt of $478.8 million, total outstanding short-term debt of $108.4 million and shareholders' equity of $376.0 million. However, we may incur additional debt in the future, which would result in a greater portion of our cash flow from operations being dedicated to the payment of principal and interest on our indebtedness, thereby reducing the funds available to us for other purposes.

        Our new senior secured credit facilities will contain a number of significant covenants that, among other things, will restrict our ability to incur additional indebtedness, pay dividends, make acquisitions or engage in mergers or consolidations and make capital expenditures. In addition, under our new senior secured credit facility, we will be required to comply with specified financial ratios and tests, including consolidated leverage ratio and consolidated interest coverage ratio requirements. Compliance with these covenants for subsequent periods may be difficult if current market and other economic conditions deteriorate. See "Description of Our Indebtedness."

        Our ability to comply with the covenants and restrictions contained in our debt instruments may be affected by events beyond our control, including prevailing economic, financial and industry conditions. The breach of any

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such covenants or restrictions could result in a default or cross default under our debt instruments and would permit the lenders to declare all amounts outstanding thereunder to be due and payable, together with accrued and unpaid interest, and the commitments of our new senior secured lenders to make further extensions of credit under the new credit facilities could be terminated. If we were unable to repay our indebtedness to our senior secured lenders, these lenders could proceed against the collateral securing such indebtedness.

Any difficulties with our information systems or our information systems providers could delay or disrupt our ability to service our customers and impair our competitiveness.

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

        To compete effectively, we must anticipate and adapt to technological changes and offer, on a timely basis, competitively priced services that meet evolving industry standards and customer preferences. We may choose new technologies that later prove to be inadequate, or may be forced to implement new technologies at substantial cost to remain competitive. In addition, competitors may implement new technologies before we do, allowing such competitors to provide lower priced or enhanced services and superior quality compared to those we provide. This development could have a material adverse effect on our ability to compete.

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

We are dependent on our highly trained executive officers and employees. Any difficulty in maintaining our current employees or in hiring similar employees would adversely affect our ability to operate our business.

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

If we acquire any companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value or have an adverse effect on our results of operations.

        We intend to expand our business primarily through internal growth, but from time to time we may consider strategic acquisitions. Any future acquisition would involve numerous risks including:

•

potential disruption of our ongoing business and distraction of management;

•

difficulty integrating the operations and products of the acquired business;

•

unanticipated expenses related to technology integration;

•

exposure to unknown liabilities, including litigation against the companies we may acquire;

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•

additional costs due to differences in culture, geographic locations and duplication of key talent; and

•

potential loss of key employees or customers of the acquired company.

        If we make acquisitions in the future, acquisition-related accounting charges may affect our balance sheet and results of operations. We may not be successful in addressing these risks or any other problems encountered in connection with any acquisitions.

Risks Relating to Our Common Stock and This Offering

There currently exists no market for our common stock. We cannot assure you that an active trading market will develop for our common stock. If our stock price fluctuates after this offering, you could lose a significant part of your investment.

        Prior to this offering, there was no public market for shares of our common stock. An active market may not develop following the completion of this offering or, if developed, may not be maintained. We negotiated the initial public offering price with the underwriters. The initial public offering price may not be indicative of the price at which our common stock will trade following completion of this offering. The market price of our common stock may also be influenced by many factors, some of which are beyond our control, including:

•

the failure of securities analysts to cover our common stock after this offering or changes in financial estimates by analysts;

•

announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

•

variations in quarterly operating results;

•

loss of a large customer or supplier;

•

general economic conditions;

•

terrorist acts;

•

future sales of our common stock; and

•

investor perceptions of us and the relocation services industry.

        As a result of these factors, investors in our common stock may not be able to resell their shares at or above the initial offering price. In addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies like us. These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

A few significant stockholders control the direction of our business. If the ownership of our common stock continues to be highly concentrated, it will prevent you and other stockholders from influencing significant corporate decisions.

        Following the completion of this offering, Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership will beneficially own approximately 39.2% and 16.3%, respectively, of the outstanding shares of our common stock. As a result, Clayton, Dubilier & Rice Fund V Limited Partnership, together with Clayton, Dubilier & Rice Fund VI Limited Partnership, will continue to exercise control over matters requiring stockholder approval, and control over our policy and affairs, for example, by being able to direct the use of proceeds received from this and future security offerings. In addition, Clayton, Dubilier & Rice, Inc., which manages Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership, will continue to provide us with financial advisory and management consulting services following the completion of this offering and it will be entitled to receive fees, including financial advisory fees, in the future. See "Certain Relationships and Related Transactions."

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        The concentrated holdings of Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership and the presence of Clayton, Dubilier & Rice Fund V Limited Partnership's designees may result in a delay or the deterrence of possible changes in control of our company, which may reduce the market price of our common stock. The interests of our existing stockholders may conflict with the interests of our other stockholders. Our board of directors has adopted corporate governance guidelines that require each director to avoid taking actions or having interests that might result in a conflict of interest with our interests. Each director is required to ethically handle all actual or apparent conflicts of interest between personal and professional relationships, including promptly informing the corporate secretary if such a conflict arises and recusing himself or herself from any discussion or decision affecting his or her personal interests. Accordingly, our directors who are employees of Clayton, Dubilier & Rice, Inc., will be required to recuse themselves from any discussion or decision regarding any transaction with our principal stockholders. In addition, we have adopted a code of business conduct that, among other things, requires our employees to avoid actions or relationships that might conflict or appear to conflict with their job responsibilities or the interests of SIRVA, and to disclose their outside activities, financial interests or relationships that may present a possible conflict of interest or the appearance of a conflict to management or corporate counsel. These guidelines and code do not, by themselves, prohibit transactions with our principal stockholders.

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

        Under the Illinois Insurance Code, no person may acquire control of SIRVA, and thus indirect control of Transguard, without the prior approval of the Illinois Director of Insurance. Under the Illinois Insurance Code, any person who acquires ownership of 10% or more of our outstanding shares of common stock would be presumed to have acquired such control, unless the Illinois Director of Insurance upon application determines otherwise. In addition, persons who do not acquire ownership of more than 10% of our outstanding shares of common stock may be deemed to have acquired such control if the Illinois Director of Insurance determines that such persons, directly or indirectly, exercise a controlling influence over the management or policies of Transguard. After completion of this offering, 70,084,748 shares of common stock are expected to be issued and outstanding.

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

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

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

        ��     Upon consummation of this offering, there will be 70,084,748 shares of common stock outstanding. Of these shares, the shares of common stock sold in the offering will be freely transferable without restriction or further registration under the Securities Act of 1933. The remaining 49,032,116 shares of common stock outstanding, excluding shares sold by the selling stockholders in this offering, including the shares owned by Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership, will be restricted securities within the meaning of Rule 144 under the Securities Act, but will be eligible for resale subject to applicable volume, manner of sale, holding period and other limitations of Rule 144. We, Clayton, Dubilier & Rice Fund V Limited Partnership and Clayton, Dubilier & Rice Fund VI Limited Partnership have agreed to a "lock-up", meaning that neither we nor they will sell any shares without the prior consent of Credit Suisse First Boston LLC and Goldman, Sachs & Co. for 180 days after the date of this prospectus. In addition, we have agreed to not waive the 180-day "lock-up" provisions contained in the Registration and Participation Agreement, dated as of March 30, 1998, among SIRVA, Clayton, Dubilier & Rice Fund V Limited Partnership and Exel plc, and the other parties thereto as amended. Following the expiration of this 180 day lock-up period, all of these 49,032,116 shares of our common stock will be eligible for future sale, subject to the applicable volume, manner of sale, holding period and other limitations of Rule 144. See "Shares Eligible for Future Sale" for a discussion of the shares of

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

Purchasers of our common stock will experience immediate and substantial dilution resulting in their shares being worth less on a net tangible book value basis than the amount they invested.

        The initial public offering price is expected to be significantly higher than the net tangible book value per share of our common stock. Purchasers of the common stock in this offering will experience an immediate dilution in net tangible book value of $21.50 per share of common stock purchased. In the past, we issued options to acquire shares of common stock at prices that may be significantly below the initial public offering price. To the extent that these outstanding options are exercised, there may be further dilution to investors. Accordingly, in the event we are liquidated, investors may not receive the full amount of their investment. See "Dilution."

Our certificate of incorporation, by-laws and Delaware law may discourage takeovers and business combinations that our stockholders might consider in their best interests.

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

•

authorization of the issuance of preferred stock, the terms of which may be determined at the sole discretion of the Board of Directors;



•

establishment of a classified board of directors with staggered, three year terms;



•

provisions giving the board of directors sole power to set the number of directors;



•

limitation on the ability of stockholders to remove directors;



•

prohibition on stockholders from calling special meetings of stockholders;



•

establishment of advance notice requirements for stockholder proposals and nominations for election to the board of directors at stockholder meetings; and



•

requirement of the approval by the holders of at least 75% of our outstanding common stock for the amendment of our by-laws and provisions of our certificate of incorporation governing:



•

the classified board,



•

the removal of directors only for cause by holders of at least 75% of our outstanding common stock,



•

the liability of directors, and



•

the elimination of stockholder actions by written consent.

        These provisions may prevent our stockholders from receiving the benefit from any premium to the market price of our common stock offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our common stock if they are viewed as discouraging takeover attempts in the future.

        Our certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management. These provisions may facilitate management entrenchment that may delay, defer or prevent a change in our control, which may not be in the best interests of our stockholders.

        See "Description of Capital Stock" for additional information on the anti-takeover measures applicable to us.

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FORWARD-LOOKING STATEMENTS

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

•

our ability to continue to compete successfully,



•

changes in the market for our services,



•

general economic conditions being less favorable than expected, and global political conditions and the outbreak of war or hostilities or the occurrence of any terrorist attacks, including any nuclear, biological or chemical events,



•

our ability to grow our relocation services business,



•

risks associated with the real estate industry,



•

our reliance on, and our ability to attract, agents and owner/operators,



•

changes in the regulatory environment, including antitrust, environmental and insurance laws and regulations, that could negatively affect the operation of our business,



•

changes in Transguard's A.M. Best rating,



•

risks associated with operating in foreign countries,



•

loss of our key executive officers,



•

our ability to consummate and integrate potential acquisitions, and



•

the other factors included in "Risk Factors."

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

        All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements included in this prospectus.

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INTERNAL REORGANIZATION AND REFINANCING

Internal Reorganization

        In connection with this offering, we intend to effect an internal reorganization pursuant to which we would incorporate a new direct wholly-owned subsidiary, SIRVA Worldwide, Inc., which in turn would own directly all of the issued and outstanding capital stock of North American Van Lines. We may also effect transactions pursuant to which Allied Van Lines, Inc. and North American International Holding Corporation, which are currently direct wholly-owned subsidiaries of North American Van Lines, would become direct wholly-owned subsidiaries of SIRVA Worldwide, Inc.

Credit Agreement Refinancing

        In connection with this offering, we intend to effect a refinancing of the existing senior credit facility of our wholly-owned subsidiary, North American Van Lines, with a new senior credit facility. The commitments provided by the proposed lenders for the new senior credit facility provided for North American Van Lines and one or more of its foreign subsidiaries to be the borrowers under the facility. In connection with the planned internal reorganization, we are in discussions with the lenders to provide that SIRVA Worldwide, Inc. will be the primary borrower under the new senior credit facility, with one or more of its foreign subsidiaries to be additional borrowers. Upon consummation of this offering and the refinancing, although our total debt is expected to decrease by $165.3 million, we expect that the borrowers thereunder will have outstanding borrowings under the new senior credit facility of $459.7 million, representing an increase of $64.4 million from the amount outstanding on September 30, 2003. Of these borrowings, we expect that $425.0 million will be in the form of a term loan and $34.7 million will be drawn initially under the $175.0 million revolving portion of the new senior credit facility.

        JPMorgan Chase Bank, Bank of America, N.A., Credit Suisse First Boston, Deutsche Bank Trust Company Americas, Goldman Sachs Credit Partners L.P. and Citicorp North America, Inc., all of whom are affiliates of the underwriters, and certain of their affiliates, have committed to provide, or arrange for a syndicate of lenders to provide, the new senior credit facilities, subject to certain conditions, including but not limited to the consummation of this offering and the repurchase of the 13³/8% senior subordinated notes due 2009 tendered pursuant to the note repurchase described below. At the borrowers' election, the interest rates per annum applicable to the loans under the new senior credit facility are expected to be a fluctuating rate of interest measured by reference to either (1) an adjusted London inter-bank offered rate, or LIBOR, plus a borrowing margin or (2) an alternate base rate, or ABR, plus a borrowing margin. As a result of the refinancing, we expect to realize significantly lower interest expense. See "Use of Proceeds", "Capitalization" and "Description of Our Indebtedness."

Note Repurchase

        We have commenced a tender offer for all of North American Van Lines' 13³/8% senior subordinated notes due 2009. We will use the net proceeds from this offering and borrowings under the new senior credit facility to finance the note repurchase. In connection with the tender offer, North American Van Lines has received the requisite consents to remove substantially all of the restrictive covenants and certain other provisions from the indenture governing the senior subordinated notes pursuant to a supplemental indenture. The supplemental indenture has been executed. Tenders of notes and consents that North American Van Lines received on or prior to October 31, 2003, may not be withdrawn or revoked except in limited circumstances. The tender offer is subject to conditions, including but not limited to the consummation of this offering and the completion of the credit agreement refinancing and the execution of a supplemental indenture following receipt of consents from holders of at least a majority in outstanding principal amount of the notes.refinancing.

        The tender offer will remain open for a period after the consent date in order to maximize the number of notes tendered. To the extent that we purchase less than 100% of the senior subordinated notes under the tender offer, our initial borrowings under the revolving portion of the new senior credit facility, as well as the amount of anticipated savings on interest expense, may be less than currently anticipated. As of October 31, 2003, approximately 93% of the notes had been tendered.

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USE OF PROCEEDS

        We estimate that our net proceeds from the sale of 13,157,895 shares of common stock being offered by us hereby at an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and estimated offering expenses, will be approximately $232.4 million. We will not receive any proceeds from the sale of the 7,894,737 shares being offered by the selling stockholders, or the additional shares that would be sold by the selling stockholders if the underwriters exercised their over-allotment option.

        We intend to apply the net proceeds from this offering, together with the net proceeds from the borrowings under our new senior credit facility, in the following priority:

•

to repay in full the Tranche A senior term loan under our existing senior credit facility;



•

to repay in full the Tranche B senior term loan under our existing senior credit facility;



•

to repay in full the revolving credit facility under our existing senior credit facility;



•

to repurchase all of North American Van Lines' 13³/8% senior subordinated notes due 2009;



•

to repay in full SIRVA's senior discount loan;



•

to redeem all of SIRVA's outstanding shares of junior exchangeable preferred stock issued in connection with the purchase of the Allied and Pickfords businesses from Exel plc, formerly known as NFC plc; and



•

to repay the seller notes of North American Van Lines issued in connection with the purchase of CRS, the relocation services business of Cooperative Resource Services, Ltd.

        This offering is not conditioned upon the completion of the refinancing on the terms described in "Internal Reorganization and Refinancing" and "Description of our Indebtedness—Overview." We cannot assure you that the refinancing will be completed on the terms anticipated, or at all.

        The following table illustrates as of September 30, 2003, the estimated sources and uses of funds from this offering and our anticipated refinancing on the terms described in "Internal Reorganization and Refinancing."

(1)

Estimated fees and expenses consist primarily of the tender premium to be paid to repurchase the senior subordinated notes, fees to be paid to the underwriters in connection with this offering and fees to be paid to the coordinators of our new senior credit facility.

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        In connection with our acquisition of the Allied and Pickfords businesses on November 19, 1999, our subsidiary, North American Van Lines, entered into a senior credit agreement providing for a revolving credit facility of up to $150.0 million in revolving credit commitments, our Tranche A term loan, a seven-year term loan of $150.0 million, and our Tranche B term loan, an eight-year term loan of $175.0 million. In connection with the purchase of CRS, North American Van Lines borrowed an additional $50.0 million under the Tranche B term loan facility. The loans under the revolving credit facility mature on the seventh anniversary of the initial borrowing. The term loans and loans under the revolving credit facility bear interest at specified margins over a base rate or a eurodollar rate, depending on the interest rate option we elect. As of September 30, 2003, the interest on the Tranche A loan was 3.87%, the interest rate on the Tranche B loan was 5.12% and the interest on the $82.0 million then outstanding under the revolving credit facility was 3.92%.

        In connection with our acquisition of the Allied and Pickfords businesses on November 19, 1999, North American Van Lines issued $150.0 million aggregate principal amount of 13³/8% senior subordinated notes due 2009 pursuant to an indenture. The senior subordinated notes mature in 2009. They bear interest at a rate of 13³/8% per annum. See "Description of our Indebtedness."

        SIRVA's senior discount loan had an initial value of $35.0 million at November 19, 1999. The loan accretes at a rate of 16.0% per annum compounded semi-annually until December 1, 2004. Thereafter, the senior discount loan will bear interest at a rate of 16.0% per annum, payable semi-annually. As of September 30, 2003, our senior discount loan had accreted to $63.5 million. Such amount will be paid to the subsidiary of Clayton, Dubilier & Rice Fund VI Limited Partnership that purchased the senior discount loan on November 12, 2002. This subsidiary will in turn use these proceeds to repay a loan from an affiliate of Credit Suisse First Boston LLC, one of the underwriters of this offering.

        SIRVA's junior exchangeable preferred stock had an aggregate liquidation preference of $32.1 million as at September 30, 2003, which includes $7.6 million of accrued and unpaid dividends. It has a dividend rate of 12.4% compounded quarterly, although the payment of dividends is subject to the discretion of our Board of Directors.

        In connection with the purchase of CRS, the relocation services business of Cooperative Resource Services, Ltd., our subsidiary, North American Van Lines, issued two seller notes in the principal amounts of $10.0 million and $5.0 million, maturing on May 3, 2007, and May 3, 2013, respectively. The notes have an interest rate of 10.0% per annum payable quarterly in arrears. 50.0% of the interest rate is payable in kind and the remaining 50.0% is payable in cash. As of September 30, 2003, the notes had a principal amount of $10.7 million and $5.4 million, respectively.

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DIVIDEND POLICY

        We have not paid, and do not expect for the foreseeable future to pay dividends on our common stock. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the operation and growth of our business. The payment of dividends by us to holders of our common stock will be limited by our new senior credit agreement, which will restrict our operating subsidiaries' ability to pay dividends to SIRVA. Any future determination to pay dividends on our common stock is subject to the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions imposed by applicable law and our contracts, and other factors deemed relevant by our Board of Directors.

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CAPITALIZATION

        The following table sets forth as of September 30, 2003 on a consolidated basis:

•

our actual capitalization; and



•

our pro forma capitalization that gives effect to our sale of 13,157,895 shares of common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting underwriters' discounts and estimated offerings expenses, the refinancing of our senior credit facility and the application of the net proceeds therefrom to repay a portion of our outstanding debt, repurchase all of North American Van Lines' senior subordinated notes and redeem all of our outstanding junior exchangeable preferred stock, on the terms described in "Internal Reorganization and Refinancing" and "Use of Proceeds."

        This table should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Description of Certain Indebtedness" and our consolidated financial statements and related notes thereto included elsewhere in this prospectus.

(1)

Includes $31,684 of cash held at our wholly owned insurance subsidiaries that requires regulatory agency approval prior to being used for non-insurance related purposes.

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(2)

As part of our relocation product offering, we provide home equity advances to relocating corporate employees and sometimes purchase the employees' homes under buy-out programs. In the U.K. and for traditional relocations in the U.S., the corporate customer guarantees us repayment of these amounts to the extent proceeds from the sale of the home are insufficient. These advances and purchased homes are classified as current assets on our balance sheet. In the U.K., these equity advances and home purchases are financed through our Relocation Financing Facilities. Because of the guarantees by our corporate customers of these advances, we believe the risk of loss is very low. For internal purposes, we treat these items as a current liability, not as debt.

(3)

We provide mortgage services to our clients, underwriting the mortgage for a transferee's home purchase. Before a mortgage is underwritten, we obtain the agreement of one of various third-party financial institutions to purchase the mortgage from us. There is a processing lag of 20-30 days between the time we write mortgages and the time we complete the sale. During this time, the mortgages are carried as current assets and financed through our mortgage warehouse facility. Because of the credit quality of our counterparties, we believe that there is very little risk associated with the mortgage facility and for internal purposes we treat it as a current liability, not as debt.

(4)

Relocation activity, and thus our business, is highly seasonal, with significantly more relocations in the second and third quarters than during the rest of the year. Our need for working capital financing is subject to these seasonal trends.

(5)

Assumes repurchase of all of North American Van Lines' 13³/8% senior subordinated notes due 2009.

(6)

At September 30, 2003, there were 56,926,853 shares of common stock outstanding, and 194 holders of our common stock.

(7)

After consummation of the offering, the 2,093,662 shares of common stock shown as redeemable common stock at September 30, 2003 will no longer be redeemable, and are therefore treated as equity on a pro forma basis.

(8)

Pro forma accumulated other comprehensive loss assumes the write off of $3,520,000 ($2,288,000 net of tax) of unrecognized hedging losses associated with open interest rate swap agreements linked to our existing senior credit facility.

(9)

Pro forma accumulated deficit assumes the following one-time charges associated with this offering and the refinancing of our senior credit facility (dollars in thousands):

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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 our common stock and the net tangible book value per share of our common stock after this offering.

        Net tangible book value per share represents the amount of total tangible assets less total liabilities, divided by the number of shares of common stock then outstanding. Our net tangible book value as of September 30, 2003 was $(407.7) million, or $(7.16) per share of common stock based on the 56,926,853 shares outstanding as of such date. After giving effect to our sale of shares of common stock in this offering at an assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and estimated offering expenses, our net tangible book value as of September 30, 2003 would have been $(175.3) million, or $(2.50) per share of common stock. This represents an immediate increase in the net tangible book value of $4.66 per share to existing stockholders and an immediate and substantial dilution of $21.50 per share to new investors purchasing common stock in this offering. The following table illustrates this per share dilution:

        The following table summarizes as of September 30, 2003 the total number of shares of common stock acquired from us, the total consideration paid to us, and the weighted average price per share paid by existing stockholders and by new investors purchasing shares of common stock from us in this offering at our assumed initial public offering price of $19.00 per share, the midpoint of the range set forth on the cover page of this prospectus and before deducting underwriting discounts and estimated offering expenses payable by us.

        The foregoing discussion and tables assume no exercise of outstanding stock options. As of September 30, 2003, there were options outstanding to purchase a total of 4,560,072 shares of our common stock at a weighted average exercise price of $4.66 per share and the outstanding warrant issued to an affiliate of Exel plc to purchase 2,773,116 shares of common stock at an exercise price of $12.62 per share.

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

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

        The following table presents our selected consolidated financial and other data as of and for the periods indicated. You should read the following financial information in conjunction with "Capitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the notes to those consolidated financial statements appearing elsewhere in this prospectus. Share and per share information set forth below have been adjusted to reflect the split of each share of our common stock into 3.17 shares of common stock by way of reclassification that was approved by our Board of Directors on November 7, 2003 and that will become effective prior to the consummation of this offering.

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

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(1)

Our operating revenues represent amounts billed to our customers for all aspects of the services that we provide. Where we fulfill the transportation service element using our independent agent network or other third party service providers, we incur purchased transportation expense, or PTE, which is included in the amount billed to our customer. The level of PTE generally increases or decreases in proportion to the operating revenues generated from our transportation services.

(2)

Effective for fiscal year 2000, we changed our year end to December 31. Prior to fiscal year 2000, the fiscal year ended on the Saturday nearest to December 31 each year.

(3)

Includes financial data of the Allied and Pickfords businesses from November 19, 1999. On November 19, 1999, we completed the acquisition of the Allied and Pickfords businesses, which was accounted for as a purchase. The acquisition resulted in an adjustment to goodwill. See note 2 to the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

(4)

For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense in relation to stock subscriptions and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25. The total non-cash equity-based compensation expense to be recognized by us in respect of these transactions is $6.7 million. We expect to recognize $0.5 million in the fourth quarter of 2003 and $1.5 million, $0.8 million, $0.5 million, $0.3 million and $0.1 million in each of 2004, 2005, 2006, 2007 and 2008 respectively.

(5)

During 1999, we retired debt resulting in an extraordinary charge of $3.4 million, net of applicable income tax benefit. Following our adoption of Statement of Financial Accounting Standards ("SFAS") No. 145, "Rescission Of FASB Statements No. 4, 44, and 64, Amendment Of FASB Statement No. 13, And Technical Corrections" ("SFAS 145") on January 1, 2003, this extraordinary charge has been included as part of "Non-operating income (expense) and minority interest" in the determination of "Income/(loss) before cumulative

32

effect of accounting change" in the above selected financial data table, rather than a separate extraordinary item.

(6)

Effective January 1, 2001 we adopted SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") as amended, which resulted in a change in method of accounting. The cumulative effect of this accounting change was a loss of $0.5 million ($0.3 million, net of tax), or $0.01 per share, both on a basic and diluted basis. In 2001, basic and diluted loss per share before cumulative effect of accounting change was $0.47. See note 1(r) to the Notes to Consolidated Financial Statements included elsewhere in this prospectus.

(7)

Earnings (loss) per share and weighted average common shares outstanding give effect to the split of each share of our common stock by way of reclassification into 3.17 shares of common stock that will become effective prior to consummation of this offering.

(8)

We adopted SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") with effect from January 1, 2002. In accordance with SFAS 142, we no longer amortize goodwill and indefinite-lived intangibles, but rather will test such assets at least annually for impairment. We have completed the first step of the impairment test under the transitional requirements of SFAS 142 and no impairment of goodwill or indefinite-lived intangibles was indicated. A reconciliation of previously reported net income and earnings per share to the amounts adjusted for the exclusion of goodwill and indefinite-lived intangibles amortization is presented below. Earnings per ordinary share adjusted for goodwill charges is calculated by adding back the goodwill and indefinite-lived intangibles charges to net income and dividing by the weighted average ordinary shares outstanding for all periods presented.

(9)

Short term debt consists of the current portion of long-term debt, amounts outstanding under our mortgage warehouse credit facility and our relocation financing facility, and other short-term debt.

(10)

Long term debt consists of (i) long-term debt excluding the current portion of long-term debt, (ii) capital lease obligations and (iii) amounts outstanding under the revolving credit facility forming part of our senior credit facility.

(11)

Certain of our key employees can require us to repurchase all of the shares and the exercisable portion of options held upon death, disability, retirement at normal age or termination without "Cause" (as defined in the

33

SIRVA, Inc. Stock Incentive Plan). Such securities are classified as "Redeemable Shares of Common Stock" within mezzanine equity. This repurchase right will terminate upon the consummation of the offering.

(12)

In connection with the acquisition of the Allied and Pickfords businesses, we issued 24,500 shares of junior preferred stock, due in 2010, to an affiliate of Exel plc. The dividend rate on this junior preferred stock, which will be redeemed with the proceeds of the offering, is 12.4% compounded quarterly and is cumulative. Effective July 1, 2003, we adopted SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", which resulted in a reclassification of our redeemable junior preferred stock from mezzanine equity to a liability. See note 1 to the Notes to Condensed Consolidated Financial Statements included elsewhere in this prospectus.

(13)

EBITDA is defined as net income (loss) before interest, taxes, depreciation and amortization.

        EBITDA is calculated as follows:

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

For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense. See note 4 above.

(14)

Includes depreciation expense for property and equipment and amortization expense for intangible assets and deferred agent contract expenditures. Excludes amortization expense for deferred debt issuance costs, which are recorded as part of interest expense.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following is a discussion and analysis of our financial condition and results of operations for the fiscal years ended December 31, 2000, 2001 and 2002, and for the nine month periods ended September 30, 2002 and 2003. You should read this discussion and analysis together with our consolidated financial statements and notes to those consolidated financial statements included elsewhere in this prospectus. This discussion may contain forward-looking statements and involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under "Risk Factors" and elsewhere in this prospectus.

Overview

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

Our Historical Development

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

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

        As a result of this effort, we acquired the relocation services business of Cooperative Resource Services, Ltd., or CRS, in 2002. CRS was a leading independent provider of outsourced relocation services with an innovative and differentiated fixed-fee product offering. Later that year, we acquired Rowan Simmons, a leading independent provider of outsourced relocation services in the United Kingdom. With the 2003 opening of our office in Hong Kong, we now have a global relocation services capability that, when combined with our worldwide moving services network, is unique in the industry.

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        The following table summarizes the key acquisitions in our corporate development to date:

Operating Segments

        Our business operates in four segments: Relocation Solutions-North America, Relocation Solutions-Europe & Asia Pacific, Network Services and Transportation Solutions. We sometimes refer to our Relocation Solutions-North America and Relocation Solutions-Europe & Asia Pacific segments together as Global Relocation Solutions.

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

        Relocation Solutions-North America provides our moving services through our proprietary branded network of 780 agents who own the trucks and trailers used in moves and are responsible for packing, hauling and storage and distribution of household goods. We act as a network manager for our agents, providing, among other things, brand management, load optimization, billing, collection and claims handling. Historically, our operating revenues for this segment have been derived predominantly from our moving services business.

        Relocation Solutions-Europe & Asia Pacific provides moving services through a network of company-owned and agent-owned locations in the U.K., Continental Europe and the Asia Pacific region. To date, our operating revenues for this segment have been derived predominantly from our moving services business.

        Network Services offers a variety of services for truck drivers, fleet owners and agents, both inside and outside our network. Services offered include insurance coverage such as vehicle liability, occupational accident, physical damage and inland marine insurance coverage, as well as truck maintenance and repair services and group purchasing. In addition, we offer a suite of services including fuel, cell phone, tire services, legal assistance and

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retirement programs to the members of our National Association of Independent Truckers, an association of independent contract truck drivers. This association currently has approximately 24,800 owner/operator members.

        Transportation Solutions provides inventory management solutions, using proprietary asset management technology, to coordinate a variety of services such as order fulfillment, project specific delivery management and the tracing of products through a customer's supply chains.

Critical Accounting Policies

        Our accounting policies are described in Note 1 to our consolidated financial statements included elsewhere in this prospectus. The preparation of financial statements requires management to make estimates and assumptions in certain circumstances that affect amounts reported in the accompanying consolidated financial statements and related footnotes. In preparing these financial statements, management has made its best estimates and judgments of certain amounts included in the financial statements, giving due consideration to materiality. Application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ from these estimates.

        Revenue recognition.    For our moving services, we recognize estimated gross operating revenues to be invoiced to the transportation customer and all related transportation expenses on the date a shipment is delivered or services are completed. Calculations by shipment are based upon estimated weights resulting from a survey of the home and the known distances between origin and destination. The estimate of revenue remains in a receivable account called Delivered Not Processed, or DNP, until the customer is invoiced. Concurrent with the DNP estimate, we recognize an accrual for purchased transportation expenses, or PTE, to account for the estimated costs of packing services, transportation expenses and other such costs associated with the service delivery. The estimate for PTE is not adjusted until we determine actual charges in accordance with agent compensation guidelines, or until we are invoiced for actual charges, which is typically within 30 days of the estimate.

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

        In connection with the adoption of EITF 99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent" ("EITF 99-19"), we performed an initial review of our different revenue streams to assess the appropriate presentation of each source of revenue. Since that time, and as the underlying business has developed, we review each new revenue stream and periodically re-assess our analysis of existing revenue streams to determine the appropriate presentation. Based on these assessments and the guidance contained in EITF 99-19, we recognize the majority of our operating revenues on a gross basis.

        Insurance reserves.    We have first dollar insurance coverage, subject to specified deductibles, for principally all insurable business risks except cargo damage claims, delay claims and claims in our insurance business. Our multiple-line property and commercial liability insurance group sets its reserve rates based on a percentage of earned premium. The percentage is based on historical data, run rates and actuarial methods. At December 31, 2002 and September 30, 2003, our insurance reserves totaled $48.7 million and $53.8 million respectively, however actual results may be materially different from our current estimates.

        Claims reserves.    We estimate costs relating to cargo damage based principally on actuarial methods applied to historical trends. Both the frequency of claims and the severity of claims influence claim costs. Claim frequency, measured by the ratio of claims to shipments, generally falls within a relatively small range and is influenced by the volume of shipments and the type of product being transported. Claim severity, measured as the average cost per claim, is influenced by the type of product transported as well as by the coverage level chosen by the customer.

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These historical metrics are used to record a provision in the current period for the cost to settle claims that have been incurred, but will be settled in future periods. The customer generally files a claim for damage shortly after the service is completed, but the settlement process can extend from a period of a few months to several years. As a result of the length of the settlement cycle, it is necessary to utilize frequency and severity trends to estimate current period claims expenses that are derived from prior years, as these years contain more fully developed claims experience. An analysis is performed each quarter comparing open and closed claim costs, as well as estimates for incurred but not reported claim costs, to the original estimates, and changes to those estimates are recorded as appropriate. Cargo claims expense was $43.1 million, $39.2 million and $26.1 million for the years ended December 31, 2000, 2001 and 2002, respectively and $21.6 million and $25.9 million for the nine months ended September 30, 2002 and 2003, respectively. Claim frequency and severity improved in 2001 and 2002 as compared to historical trends. The frequency improvement was due primarily to lower shipment volumes and quality control initiatives. As the volume of shipments declined, the need to pack and load household goods shipments on one truck and then transfer the shipment to another truck for the movement and ultimate delivery to destination, a practice necessary in the peak summer season when hauling is near full capacity, also declined. In addition, lower specialized transportation volumes resulted in less congested warehouse facilities, a condition that can negatively affect product handling. With the freight being handled fewer times, the opportunity for damage is reduced and claim frequency generally declines. We also implemented quality control initiatives including driver training and modified packing procedures that contributed to the lower level of claims. The shipment volume declines and quality control initiatives were considered as part of the cargo claims estimates, however our actual experience was better than management's original estimates. At December 31, 2002 and September 30, 2003, our claims reserves totaled $27.2 million and $25.8 million respectively, however actual results may be materially different from our current estimates.

        Allowance for doubtful accounts.    An allowance for doubtful accounts and notes receivable is maintained for estimated losses resulting from the inability of our customers or agents to make required payments. If the financial condition of our customers and agents were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Our allowances for doubtful accounts and notes receivable as of December 31, 2002 and September 30, 2003, amounted to $25.1 million and $23.6 million, and represented 7.5% and 5.3% of our accounts receivable balances respectively. Actual results may be materially different from our current estimates.

        Goodwill and intangible assets.    We amortized goodwill and other intangible assets over their useful lives prior to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") on January 1, 2002. Useful lives were based on management's estimates of the periods that the assets will generate operating revenues. Following our adoption of SFAS 142, we no longer amortize goodwill and intangible assets having indefinite useful lives; however, we were required to perform an initial impairment review in 2002, which did not result in an impairment charge. This standard also requires that an annual impairment review be performed, which requires us to place a fair value on the individual reporting units of our business. This required us to select an appropriate method of valuation for our business using discounted estimated cash flows and to assess assumptions inherent in such a method on an annual basis. In addition, whenever events or changes in circumstances indicate that the carrying value of goodwill and other intangible assets might not be recoverable, we will perform an impairment review.

        The judgments we make in determining whether our goodwill and other intangible assets are impaired will directly affect our reported operating income, since any time we determine that any of these assets are impaired, we will be required to recognize a charge in our statement of operations for the relevant period equal to the decline in value of such assets. Our goodwill and other intangible assets totaled $559.3 million at December 31, 2002 and $577.5 million at September 30, 2003, which in each case included $408.7 million related to the original purchase of NAVL and the Allied and Pickfords businesses.

        Intangible assets with finite lives are amortized over their useful lives using a straight-line amortization method for all time periods presented. For customer and member relationships, those lives range from 5 to 18 years and for covenants not to compete, lives range from 3 to 5 years. Commencing October 1, 2003, we will amortize

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customer and member relationship intangible assets over their remaining useful lives using an accelerated amortization method to more closely reflect the pattern in which economic benefits of the intangible assets are utilized. Under this method, approximately 50% of the intangible asset will be amortized over the first 5 years of their respective useful lives, which average 14.5 years, thereby resulting in half of the amortization expense being recognized over the first third of the intangible's useful life.

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

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

        As discussed in our consolidated financial statements, certain software modules were reviewed for impairment in connection with a change in business strategy within transportation solutions at the end of 2002. As a result of this exercise, we recorded asset impairment charges of $7.1 million for the year ended December 31, 2002.

        Commitments and contingencies.    We evaluate contingent liabilities including threatened or pending litigation in accordance with SFAS No. 5, "Accounting for Contingencies" ("SFAS 5"), and record accruals when the outcome of these matters is deemed probable and the liability is reasonably estimable. We make these assessments based on the facts and circumstances and in some instances based in part on the advice of outside counsel.

        Income taxes.    We follow SFAS No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance to the extent such benefits are not expected to be realized on a more likely than not basis. At December 31, 2002 and September 30, 2003 our gross deferred tax assets totaled $92.4 million and $94.0 million respectively, with corresponding valuation allowances of $0.6 million at both dates.

        Allowance for relocation properties held for resale.    An allowance is maintained for the amount by which the estimated price of our homes in inventory is less than the purchase price. If we experienced a reduction in the market value of the homes in inventory, additional allowances may be required. Our allowances for loss on the disposition of homes in inventory as of December 31, 2002 and September 30, 2003 amounted to $1.8 million, and

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$2.2 million, respectively. As of September 30, 2003, we reduced our allowance for relocation properties held for resale to 5.1% of our at-risk home inventory from 7.0% at December 31, 2002, which resulted in an increase in income of approximately $0.8 million. The reserve had been increased in 2002 and early 2003 due to concerns about a housing bubble and product mix change to shorter marketing periods prior to our acquiring the home into inventory, however, neither of these two concerns have materialized and the allowance was adjusted accordingly.

Seasonality

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

        The seasonal impact on our quarterly operating revenues and income from operations is illustrated by the following table showing quarterly operating revenues and income from operations as a percent of the total for the indicated full fiscal year:

Foreign Currency Translation

        The vast majority of our operations incur expenses in the same currency in which the corresponding operating revenues are generated. As a consequence, the effects of foreign currency fluctuations on our operating results are principally limited to the translation of our activities outside of the United States from their local currency into the U.S. Dollar. Income from operations for 2002 from non-U.S. operations amounted to $26.9 million, or 28.5% of our consolidated income from operations. Additionally, a total of 37.0% of our long-lived assets at December 31, 2002 were denominated in currencies other than the U.S. Dollar. The functional currency for our non-U.S. subsidiaries is the local currency for the country in which the subsidiaries own their primary assets. We have operations in several foreign countries including those that use the Canadian dollar, the British pound sterling, the Australian dollar or the Euro as their functional currencies.

        The translation of the applicable currencies into U.S. Dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The effect of U.S. Dollar currency exchange rates in Canada, the United Kingdom, the Euro zone, Australia and other countries in which we operate produced a net currency translation adjustment gain of $6.7 million and $5.0 million, net of tax, respectively, which were recorded as an adjustment to stockholders' equity as an element of other comprehensive income, for the year ended December 31, 2002 and the nine months ended September 30, 2003.

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Taxation

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

Results of Operations

        The following table sets forth information concerning our results of operations for the nine months ended September 30, 2002 and September 30, 2003 and the years ended December 31, 2000, 2001 and 2002, also expressed as a percentage of our operating revenues for the respective periods.

(1)

For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense in relation to stock subscriptions and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25. The total non-cash equity-based compensation expense to be recognized by us in respect of these transactions is $6.7 million. We expect to recognize $0.5 million in the fourth quarter of 2003 and $1.5 million, $0.8 million, $0.5 million, $0.3 million and $0.1 million in each of 2004, 2005, 2006, 2007 and 2008 respectively.

        Operating Revenues.    Our operating revenues are derived from our Global Relocation Solutions, Network Services and Transportation Solutions operations.

        Operating revenues from our Global Relocation Solutions operations are comprised of amounts billed to each of our corporate, government and military and consumer customers upon the completion of relocation or transportation services. These include the provision of relocation and global mobility services such as home sale and purchase, realty and mortgage assistance, as well as comprehensive moving and storage services both at origin and destination. In addition, we bill our corporate customers for providing specialized transportation services for high value products that require specialized handling capabilities. In our U.S. and Canadian moving operations, a high percentage of the operating revenues generated is for services provided under exclusive contracts with our affiliated agents and owner/operators, the costs of which are included in Purchased Transportation Expenses.

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

        Operating revenues from our Transportation Solutions segment represent charges billed for our inventory management expertise which coordinates a variety of services such as purchased transportation, order fulfillment, project-specific delivery management, and the tracing of products through the customer's supply chains.

        Purchased transportation expense.    Purchased transportation expense, or PTE, represents amounts paid by us to independent third parties, such as agents, owner/operators, and third-party carriers for providing capabilities for the fulfillment of our customer moving and transportation needs.

•

In our Relocation Solutions—North America segment, PTE consists of amounts paid to owner/operators for transportation services; packing and loading service fees as well as associated assessorial services; agent commissions; and other third party transportation services.



•

In our Relocation Solutions—Europe & Asia Pacific segment, where we own most of our fulfillment network, our PTE consists of amounts paid to third parties for supplemental transportation, packing and loading services provided during peak periods, and costs associated with other modes of transportation, such as ocean freight.



•

In our Transportation Solutions segment, PTE consists of amounts paid for owner/operator transportation, fees associated with providing specialized handling and delivery services, as well as third-party carrier costs of various modes, such as air freight costs.

        Given the structure of our overall business model, which uses independent agents, owner/operators and third-party carriers of various modes to provide transportation, including trucks and trailers, as well as warehouse facilities for storage and delivery programs, a high proportion of overall operating expenses are represented by PTE. The level of PTE generally increases or decreases in proportion to the operating revenues generated from moving and transportation services provided by our independent agent network, as PTE compensation rates are typically determined based on a percentage of revenue that is set by contracts between us and our agents and owner-operators.

        Other direct expenses:    Other direct expenses are comprised of our own facility and equipment costs; employee labor costs; commissions paid to realtors, home closing costs and other relocation service fees in addition to transportation cargo loss and damage expenses and claims costs and loss adjustment expenses associated with our various insurance offerings. Relocation Solutions—Europe & Asia Pacific and Transportation Solutions have more significant levels of direct expenses than our moving services operations in North America.

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

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        Gross margin as a percentage of operating revenues in our Network Services and Transportation Solutions businesses also differ from those experienced in our Global Relocation Solutions operations. Traditionally, the gross margin rate in our Network Services segment, which is predominantly an insurance business (premiums less claim expenses), and in our Transportation Solutions segment (operating revenues less direct expenses) have been higher, with a proportionally higher G&A expense as compared to our moving services and specialized transportation operations in North America.

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

Nine Months Ended September 30, 2003 Compared to Nine Months Ended September 30, 2002.

        Operating revenues:    Our operating revenues were $1,785.2 million for the nine months ended September 30, 2003, which represents a $139.6 million, or an 8.5% increase, compared to $1,645.6 million for the nine months ended September 30, 2002.

        The increase in operating revenues was primarily a result of growth in our Relocation Solutions—North America and Network Services segments, which reported increases in operating revenues of $67.3 million and $28.0 million, respectively, period-over-period. These increases are a result of two key factors: first, the acquisitions of NAIT in April 2002 and CRS in May 2002, and second, the significant growth that these businesses have experienced since their acquisition by SIRVA. From April 2002 through September 30, 2003, we have grown the number of members of NAIT by 86.5%. The number of corporate relocation initiations in the relocation services business involving more than simple household goods movement increased by 35.7% during the nine months ended September 30, 2003, compared to the nine months ended September 30, 2002. For comparative purposes, the number of initiations includes four months of operating data for CRS in 2002 prior to the acquisition. Operating revenues in Relocation Solutions—Europe & Asia Pacific increased $50.8 million period-over-period, largely as a result of $34.9 million of favorable currency impact. These gains were offset in part by a $6.5 million decrease in operating revenues from Transportation Solutions due primarily to lower program volumes.

        Gross Margin:    Gross margin was $353.2 million for the nine months ended September 30, 2003, which represents a $41.7 million, or 13.4% increase, compared to $311.5 million for the nine months ended September 30, 2002. The growth in gross margin dollars was due to an overall increase in revenue driven in large part by the acquisitions of NAIT and CRS and an overall improvement in gross margin rate.

        Our gross margin as a percentage of operating revenues for the nine months ended September 30, 2003 was 19.8%, which represents a 0.9 percentage point increase, compared to 18.9% for the nine months ended September 30, 2002. The change in gross margin as a percentage of operating revenues is explained later in our segment analysis.

        General and administrative expenses:    G&A expenses for the nine months ended September 30, 2003 were $253.2 million, which represents a $16.3 million, or 6.9% increase, compared to $236.9 million for the nine months ended September 30, 2002. The dollar increase in G&A expense is primarily due to additional costs from the inclusions of NAIT and CRS for the full nine-month period in 2003, as well as $9.5 million of unfavorable currency impact.

        Our G&A expenses as a percentage of operating revenues were 14.4% and 14.2% for the nine months ended September 30, 2002 and 2003, respectively. The negative mix effect of growth in businesses with a higher proportion of G&A as a percentage of revenue was offset by continued improvements in productivity. Reflecting this improved productivity, our consolidated headcount was 7,782 as of September 30, 2003, which represents a 355 person, or 4.4% decrease, from 8,137 as of September 30, 2002. Operating revenues per employee at September 30, 2003 were $309,300, which represents a $33,800, or 12.3% increase, compared to $275,500 at September 30, 2002.

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We have both streamlined our organization and initiated business process improvement projects which allowed us to further reduce headcount during a period when operating revenues increased. We define operating revenues per employee as operating revenues for the twelve-month period ending on the date indicated, divided by the corresponding twelve-month average of company-wide end-of-month employee headcount.

        Intangibles amortization:    Amortization for the nine months ended September 30, 2003 was $4.2 million, which represents a $1.9 million increase, compared to $2.3 for the nine months ended September 30, 2002. This increase is directly related to the acquisitions made in 2002.

        Restructuring:    In the nine months ended September 30, 2002, we released into income $0.8 million of restructuring reserves pertaining to the parts centers previously operated by our Transportation Solutions business. The original provision was established in 2001, and the release in 2002 was due to our ability to sublease certain facilities earlier than originally anticipated.

        Equity Based Compensation Expense:    For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense in relation to stock subscription and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25.

        Income from operations:    Income from operations was $92.9 million for the nine months ended September 30, 2003, which represents a $19.8 million, or 27.1% increase, compared to $73.1 million for the nine months ended September 30, 2002. The gain reflects the improved operating results in most of our businesses, the year-over-year operating revenues growth following the acquisitions of NAIT and CRS and a 0.9 percentage point increase in gross margin as a percent of operating revenues.

        Interest Expense:    Interest expense was $45.9 million for the nine months ended September 30, 2003, which represents a $1.0 million, or 2.2% increase, compared to $44.9 million for the nine months ended September 30, 2002. The increase is due primarily to higher average borrowings related to our financing of our 2002 acquisitions, offset by lower interest rates. For the nine months ended September 30, 2003, we recorded $1.0 million of interest expense which had been previously treated as accretion of junior preferred stock dividends as a result of our adoption of FAS 150.

        Income Tax:    For the nine months ended September 30, 2003, our estimated provision for income taxes was $16.2 million based on pre-tax income of $47.1 million, an effective tax rate of 34.4%. For the nine months ended September 30, 2002, our estimated provision for income taxes was $10.9 million based on pre-tax income of $27.9 million, an effective tax rate of 39.1%. The reduction in our tax rate is primarily due to (1) differences in the statutory rates between the U.S. and countries where we have reinvested earnings, and (2) tax incentive programs for which we have qualified under the laws of certain jurisdictions.

        Net Income:    Net income was $30.9 million, or $0.51 per share for the nine months ended September 30, 2003, which represents a $13.9 million, or $0.22 per share increase, compared to a $17.0 million or $0.29 per share net income for the nine months ended September 30, 2002. This improvement reflects the success of our strategy of focusing on relocation services and its associated growth in operating revenues and income from operations, along with the impact of our acquisitions, which continue to enhance our global service offering.

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Segment Analysis

        The following table sets forth information with respect to our segments:

(1)

For the nine months ended September 30, 2003, we recognized $3.0 million of non-cash equity-based compensation expense in relation to stock subscriptions and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25. The total non-cash equity-based compensation expense to be recognized by us in respect of these transactions is $6.7 million. We expect to recognize $0.5 million in the fourth quarter of 2003 and $1.5 million, $0.8 million, $0.5 million, $0.3 million and $0.1 million in each of 2004, 2005, 2006, 2007 and 2008 respectively.

Relocation Solutions—North America

        Operating revenues were $1,240.4 million for the nine months ended September 30, 2003, which represents a $67.3 million, or 5.7% increase, compared to $1,173.1 million for the nine months ended September 30, 2002.

        Operating revenues from our relocation services offering increased $70.2 million for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This growth is primarily attributable to the inclusion of CRS for a full nine months in 2003, compared to only five months in 2002, and the growth that we have experienced in this business since its acquisition in May 2002. Reflecting the successful integration of CRS into SIRVA Relocation, the number of corporate relocation initiations in the relocation services business involving more than simple household goods movement increased by 35.7% during the nine months ended September 30, 2003, compared to the nine months ended September 30, 2002. For comparative purposes, the number of initiations includes four months of operating data for CRS in 2002 prior to the acquisition. Additionally, operating revenues from our household goods moving services offerings increased by $17.9 million in the nine months ended September 30, 2003 when compared to the nine months ended September 30, 2002. Household goods shipments decreased 3.2% for the nine months ended September 30, 2003 compared to the nine months ended September 30, 2002, however, the volume decrease was more than offset by an increase in revenue per

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shipment during the same period. These increases were partially offset by a decline in our specialized transportation service offering of $20.8 million reflecting 4.9% fewer shipments in 2003 when compared to 2002.

        Gross margin was $166.9 million for the nine months ended September 30, 2003, representing a $18.8 million, or 12.7% increase, compared to $148.1 million for the nine months ended September 30, 2002. Growth in gross margin dollars was primarily attributable to the year-over-year affect of the CRS acquisition, which occurred in May 2002 and the margin associated with the growth that has been achieved since the acquisition. Gross margin as a percentage of operating revenues was 13.4% for the nine months ended September 30, 2003, which represents a 0.8 percentage point increase, compared to 12.6% for the nine months ended September 30, 2002. This reflects a shift in product mix to relocation services which has a higher gross margin rate than our traditional moving services operations.

        Income from operations was $44.9 million for the nine months ended September 30, 2003, which represents a $9.7 million, or 27.6% increase, compared to $35.2 million for the nine months ended September 30, 2002, reflecting the increased gross margin rate associated with the CRS acquisition and the subsequent growth of SIRVA Relocation, offset in part by the G&A costs associated with the acquired business.

Relocation Solutions—Europe & Asia Pacific

        Operating revenues were $350.9 million for the nine months ended September 30, 2003, which represents a $50.8 million, or 16.9% increase, compared to $300.1 million for the nine months ended September 30, 2002.

        The increase in operating revenues is primarily a result of $34.9 million of favorable currency impact as, during the nine months ended September 30, 2003, the average value of the Pound Sterling, the Australian dollar and the Euro were stronger as compared to the U.S. dollar for the nine months ended September 30, 2002 by approximately 9%, 17% and 21%, respectively. The remainder of the increase was the result of the continued expansion of our records management business and strategic acquisitions completed to enhance our European growth platform, offset by the divestiture of a non-core industrial-moving business in the U.K.

        Gross margin was $122.9 million for the nine months ended September 30, 2003, which represents a $16.9 million, or 15.9% increase, compared to $106.0 million for the nine months ended September 30, 2002. The dollar increase is primarily due to $10.5 million of favorable currency impact and the Scanvan acquisition. The gross margin as a percentage of operating revenues was 35.0% for the nine months ended September 30, 2003, which represents a 0.3 percentage point decrease, compared to 35.3% for the nine months ended September 30, 2002, reflecting U.K. domestic business price pressures partially offset by growth in records management and the divestiture of a low-margin industrial moving business in the U.K.

        Income from operations was $23.8 million for the nine months ended September 30, 2003, which represents a $6.6 million, or 38.3% increase, compared to $17.2 million for the nine months ended September 30, 2002, which was primarily driven by higher gross margins and lower general and administrative costs as a percentage of operating revenues reflecting the results of a strict cost control program imposed as a result of the sluggish economy. During the nine months ended September 30, 2003 we sold our Sydney, Australia facility for a gain of $1.8 million. We will lease back the facility for approximately six months until such time as our new facility construction is complete.

Network Services

        Operating revenues were $117.9 million for the nine months ended September 30, 2003, which represents a $28.0 million, or 31.1% increase, compared to $89.9 million for the nine months ended September 30, 2002. This growth is primarily attributable to the inclusion of NAIT for a full nine months in the 2003 period, compared to only six months in 2002, and the integration of NAIT into SIRVA which has enabled us to offer our pre-existing range of fleet and insurance services to the NAIT membership base. In addition to the growth in our client base, operating revenues have increased due to the insurance environment since September 11, 2001, which has generally resulted

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in certain premiums increasing in the nine months ended September 30, 2003, compared to the nine months ended September 30, 2002.

        Gross margin was $38.2 million for the nine months ended September 30, 2003, which represents an $8.4 million, or 28.2% increase, compared to $29.8 million for the nine months ended September 30, 2002. Growth in gross margin dollars was primarily attributable to the year-over-year effect of the NAIT acquisition, which occurred at the beginning of April 2002, and the margin associated with the growth that has been achieved since acquisition. Gross margin as a percentage of operating revenues was 32.4% for the nine months ended September 30, 2003, which represents a 0.7 percentage point decrease, compared to 33.1% for the nine months ended September 30, 2002. The decrease was primarily driven by $1.7 million return of premium from one of our reinsurance providers in the nine months ended September 30, 2002, which increased gross margin in that period. This impact was partially offset by the substantial increase in our independent contractor insurance portfolio, which has higher gross margin rate characteristics than our agent and small fleet insurance packages as well as our fleet maintenance operations.

        Income from operations was $26.1 million for the nine months ended September 30, 2003, representing a $8.2 million, or 45.8% increase, compared to $17.9 million for the nine months ended September 30, 2002. This increase reflects the gross margin gains associated with the acquisition and subsequent growth of NAIT, growth in our existing business, higher overall premium rates due to market conditions and G&A expense efficiencies driven by our progressive integration of our network services operations.

Transportation Solutions

        Operating revenues were $76.0 million for the nine months ended September 30, 2003, which represents a $6.5 million, or 7.9% decrease, compared to $82.5 million for the nine months ended September 30, 2002. This reduction was primarily due to a continued decrease in program activity for the technology sector customers we serve.

        Gross margin was $25.5 million for the nine months ended September 30, 2003, representing a $2.3 million, or 8.3% decrease, compared to $27.8 million for the nine months ended September 30, 2002. The decrease in gross margin dollars is primarily a result of the aforementioned decline in operating revenues and an overall slight decrease in gross margin rate. The gross margin as a percentage of operating revenues was 33.6% for the nine months ended September 30, 2003, which represents a 0.1 percentage point decrease, compared to 33.7% for the nine months ended September 30, 2002. This reduction is primarily due to a change in the mix of the many customized service packages that we provide to our customer base.

        Income from operations was $1.8 million for the nine months ended September 30, 2003, which represents a $2.0 million, or 52.6% decrease, compared to $3.8 million for the nine months ended September 30, 2002. The decline in operating income is principally in line with the reduction in gross margin. While the underlying cost structure was reduced, the decline in costs was mitigated by the incremental expense of implementing new technologies. In addition, the nine months ended September 30, 2002 included a $0.8 million restructuring credit pertaining to the parts centers previously operated through June 2001.

Corporate

        For the nine months ended September 30, 2003, we incurred $3.8 million of corporate expense comprised of $3.0 million of non-cash equity-based compensation expense and $0.8 million of general corporate expenses. The non-cash equity-based compensation expense is related to stock subscriptions and stock option grants made to certain managers and directors in June and August 2003. The expense has been recorded as the difference between the subscription or exercise price and the deemed fair value of our common and redeemable common stock on the date of grant in accordance with APB 25. For the nine months ended September 30, 2002, we incurred $1.0 million of general corporate expenses.

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Year Ended December 31, 2002 Compared to Year Ended December 31, 2001

        Operating revenues:    Our operating revenues were $2,185.6 million for the year ended December 31, 2002, which represents a $63.7 million, or 2.8% decrease, compared to $2,249.3 million for the year ended December 31, 2001.

        The change in operating revenues was most significant in Relocation Solutions—North America, where the decrease of 6.5% was largely driven by reduced demand for our household goods moving and specialized transportation services. Household goods shipments decreased by 9.5% for the year ended December 31, 2002 compared to the year ended December 31, 2001, and were significantly influenced by fewer transferees in the corporate sector due to a sharp fall off in relocations in the months following the events of September 11, 2001 and, we believe, to the sluggish economy. Specialized transportation shipments for the year ended December 31, 2002 were down approximately 3.5%, compared to 2001 and revenue per shipment decreased approximately 12.3% year-over-year. We believe these are both a direct result of the substantial falloff in activities in the telecommunications and technology sectors as the economy slowed. This slowdown in the telecommunications and technology sectors also affected our Transportation Solutions segment which, although smaller, was down 14.1%.

        Partly offsetting the operating revenues decline in our moving and specialized transportation service offerings was the impact of our acquisitions during the year ended December 31, 2002, including $73.4 million of operating revenues in relocation services following the CRS acquisition. The year-over-year revenue effect above includes the growth achieved as these two businesses were integrated into the larger SIRVA organization. By facilitating access to our corporate customer base and offering them a new suite of relocation services, we were able to increase the number of corporate relocation initiations in the relocation services business involving more than simple household goods movement by 17.1% during the year ended December 31, 2002. For comparative purposes, the number of initiations includes operating data for CRS for all of 2001 and four months of 2002 prior to the acquisition.

        Also offsetting the aforementioned revenue decline, operating revenues in our Relocation Solutions—Europe & Asia Pacific were up 5.4%, primarily as a result of $22.3 million of favorable currency impact.

        Gross margin:    Our gross margin was $418.5 million for the year ended December 31, 2002, which represents a $34.4 million, or 9.0% increase, compared to $384.1 million for the year ended December 31, 2001, despite the 2.8% decrease in our operating revenues. The gains were most significant in Relocation Solutions—North America and Network Services. Contributing to the improved gross margin in 2002 versus 2001 was a reduction in cargo claims expense. A cargo claims analysis is performed each quarter comparing open and closed claim costs, as well as estimates for incurred but not reported claim costs, to the original estimates, and changes to those estimates are recorded as appropriate. We recognized favorable accrual adjustments related to prior year estimates of $5.4 million for the year ended December 31, 2002. These favorable adjustments were a result of improved experience, when compared to historical trends and estimates, for claims made in policy years 2001 and prior that were finalized in 2002. This improved claims experience was attributable to a combination of reduced shipment volumes and new quality control initiatives implemented by us during 2001 that reduced the frequency of claims.

        Our gross margin as a percentage of operating revenues was 19.1% for the year ended December 31, 2002, which represents a 2.0 percentage point increase, compared to 17.1% for the year ended December 31, 2001. The change in gross margin as a percentage of operating revenues is explained in our segment analysis below.

        General and administrative expenses:    G&A expenses were $319.9 million for the year end December 31, 2002, which represents a $4.1 million, or 1.3% increase, compared to $315.8 million for the year ended December 31, 2001. The dollar increase in G&A expense is a result of an increase associated with our acquisitions of CRS and NAIT, along with unfavorable currency impact of $5.4 million. These increases were offset by reductions in headcount and other G&A costs in our moving services, specialized transportation and transportation solutions business in order to align expenses with lower operating revenues. Our G&A expenses as a percent of operating revenues for the year ended December 31, 2002 was 14.7%, which represents an increase of 0.7 percentage points, as compared to 14.0% for the year ended December 31, 2001. The percentage change is largely due to the increased

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proportion of our Relocation Services and Network Services businesses within our overall business mix and currency-related increases to our foreign G&A costs, partially offset by productivity improvements throughout our transportation and solutions businesses.

        Reflecting this improved efficiency, our consolidated head count decreased to 7,500 as of December 31, 2002, a decrease of 295, or 3.4%, from 7,795 as of December 31, 2001. Operating revenues per employee were $283,800 as of December 31, 2002, which represents a $2,900, or 1.0% increase, compared to $280,900 as of December 31, 2001. We both streamlined our organization and reduced headcount in order to align expenses with lower operating revenue.

        Goodwill and intangibles amortization:    Effective January 1, 2002, we adopted SFAS No. 142, "Goodwill and Other Intangible Assets", under which goodwill and other indefinite-lived intangible assets are no longer amortized but are reviewed at least annually for impairment. As a result, amortization expense was $3.9 million for the year ended December 31, 2002, which represents a $7.0 million, or 64.2% decrease, compared to $10.9 million for the year ended December 31, 2001, related to SFAS 142, offset by additional intangible amortization of $3.9 million from our acquisitions in the year ended December 31, 2002.

        Asset impairment charge:    For the year ended December 31, 2002, we incurred $7.1 million of software impairment charges. In the fourth quarter 2002, it became clear that the forecasted growth in our specialized transportation business unit that had been central to our previous i2 investment decision was not expected to be as significant as originally anticipated. As a consequence, we made a decision to change our IT implementation strategy and scale back future IT investment in these operations. Accordingly, in December 2002 we wrote off costs capitalized in relation to those modules that had been purchased but would no longer be implemented.

        Curtailment and other gains:    For the year ended December 31, 2002, we incurred $10.4 million of curtailment and other gains consisting of a $7.4 million curtailment gain resulting from the freezing of the U.S. pension plan and the reduction of retiree medical benefits and a $3.0 million gain from the sale of our U.K. industrial moving business.