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U.S. SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q/A
Amendment No. 1 to Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2003

Commission file number 333-96233

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NORTH AMERICAN VAN LINES, INC.(Exact name of registrant as specified in its charter)

DELAWARE(State or other jurisdiction of
incorporation or organization)

52-1840893(I.R.S. Employer
Identification Number)


5001 U.S. Highway 30 West
P.O. Box 988
Fort Wayne, Indiana 46801-0988(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (260) 429-2511

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

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act). Yes o    No ý

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When we refer to "North American Van Lines", "NAVL", "our company", "our", "we" or "us", we are referring to North American Van Lines, Inc., a Delaware corporation, together with its
subsidiaries and their predecessors, except where the context otherwise requires. When we refer to "SIRVA," we are referring to our parent, SIRVA, Inc., a Delaware corporation.

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Explanatory Note

This Amendment No. 1 on Form 10-Q/A (the "Amendment") amends the Quarterly Report on Form 10-Q for the three and
six-month periods ended June 30, 2003 and 2002, filed on August 14, 2003. The Company is restating the three and six-month periods ended June 30, 2003 and 2002 for the following:



In
addition to the restatement adjustments, we have reclassified goodwill of $354.5 million and $328.9 million in the accompanying balance sheets at June 30, 2003
and December 31, 2002, respectively, from Goodwill and Intangible Assets, as previously reported, to a separate line item.

The
adjustments reflected in this filing are described in more detail in note 11. Although we have revised this Amendment to give effect to the above noted adjustments, other 2002
information contained herein has not been updated. Therefore, you should read this Amendment together with our Annual Report on Form 10-K for the year ended December 31, 2002, as well as
other documents that we have filed with the Securities and Exchange Commission. Information in such reports updates and supercedes certain information contained in this Amendment.

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PART I.

ITEM 1.    FINANCIAL STATEMENTS

NORTH AMERICAN VAN LINES, INC.        Condensed Consolidated Balance Sheets        At June 30, 2003 and December 31, 2002        (Dollars in thousands except share
data)  (Unaudited)

|                                             |                                                                                                                                    | June 30, 2003 |           | December 31, 2002 |  
|-------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------- | ------------- | --------- | ----------------- | -
|
|Assets                                       |                                                                                                                                    |               |           |                   |  
|Current assets:                              |                                                                                                                                    |               |           |                   |  
|                                             | Cash and cash equivalents                                                                                                          |               | $         | 53,655            |  
|                                             | Accounts and notes receivable, net of allowance for doubtful accounts of $25,536 and $24,922, respectively                         |               |           | 381,945           |  
|                                             | Relocation properties held for resale, net                                                                                         |               |           | 51,584            |  
|                                             | Other current assets                                                                                                               |               |           | 35,706            |  
|                                             | Deferred and recoverable income taxes                                                                                              |               |           | 38,555            |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total current assets                         |                                                                                                                                    |               | 561,445   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Property and equipment, net                  |                                                                                                                                    |               | 166,886   |                   |  
|Goodwill, net                                |                                                                                                                                    |               | 354,528   |                   |  
|Intangible assets, net                       |                                                                                                                                    |               | 221,987   |                   |  
|Receivable from SIRVA, Inc.                  |                                                                                                                                    |               | 31,724    |                   |  
|Other assets                                 |                                                                                                                                    |               | 120,497   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total long-term assets                       |                                                                                                                                    |               | 895,622   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total assets                                 |                                                                                                                                    | $             | 1,457,067 |                   | $
|                                             |                                                                                                                                    |               |           |                   |  
|Liabilities and Stockholder's Equity         |                                                                                                                                    |               |           |                   |  
|Current liabilities:                         |                                                                                                                                    |               |           |                   |  
|                                             | Current portion of long-term debt and capital lease obligations                                                                    |               | $         | 26,049            |  
|                                             | Relocation financing facilities                                                                                                    |               |           | 31,613            |  
|                                             | Other short-term debt                                                                                                              |               |           | 7,875             |  
|                                             | Accounts payable                                                                                                                   |               |           | 135,574           |  
|                                             | Accrued transportation expense                                                                                                     |               |           | 93,860            |  
|                                             | Other current liabilities                                                                                                          |               |           | 243,728           |  
|                                             | Accrued income taxes                                                                                                               |               |           | 3,413             |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total current liabilities                    |                                                                                                                                    |               | 542,112   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Long-term debt and capital lease obligations |                                                                                                                                    |               | 559,262   |                   |  
|Due to SIRVA, Inc.                           |                                                                                                                                    |               | 23,127    |                   |  
|Other liabilities                            |                                                                                                                                    |               | 62,781    |                   |  
|Deferred income taxes                        |                                                                                                                                    |               | 41,479    |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total long-term liabilities                  |                                                                                                                                    |               | 686,649   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total liabilities                            |                                                                                                                                    |               | 1,228,761 |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Commitments and contingencies                |                                                                                                                                    |               |           |                   |  
|Stockholder's equity:                        |                                                                                                                                    |               |           |                   |  
|                                             | Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding at June 30, 2003 and December 31, 2002, respectively |               |           |                  |  
|                                             | Additional paid-in-capital                                                                                                         |               |           | 271,987           |  
|                                             | Accumulated other comprehensive loss                                                                                               |               |           | (29,396           | )
|                                             | Accumulated deficit                                                                                                                |               |           | (14,285           | )
|                                             |                                                                                                                                    |               |           |                   |  
|Total stockholder's equity                   |                                                                                                                                    |               | 228,306   |                   |  
|                                             |                                                                                                                                    |               |           |                   |  
|Total liabilities and stockholder's equity   |                                                                                                                                    | $             | 1,457,067 |                   | $
|                                             |                                                                                                                                    |               |           |                   |  

See accompanying notes to condensed consolidated financial statements.

1

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NORTH AMERICAN VAN LINES, INC.        Consolidated Income Statements        For the three and six months ended June 30, 2003 and 2002        (Dollars in thousands)
(Unaudited)

|                           |                                     | Three Months Ended |         | Six Months Ended |  
|-------------------------- | ----------------------------------- | ------------------ | ------- | ---------------- | -
|
|
|                           |                                     |                    |         |                  |  
|Operating revenues         |                                     | $                  | 577,499 |                  | $
|Operating expenses:        |                                     |                    |         |                  |  
|                           | Purchased transportation expense    |                    |         | 320,072          |  
|                           | Other direct expense                |                    |         | 143,551          |  
|                           |                                     |                    |         |                  |  
|Total direct expenses      |                                     |                    | 463,623 |                  |  
|Gross margin               |                                     |                    | 113,876 |                  |  
|                           | General and administrative expenses |                    |         | 86,422           |  
|                           | Intangibles amortization            |                    |         | 1,262            |  
|                           | Equity based compensation expense   |                    |         | 2,149            |  
|                           | Restructuring credit                |                    |         |                 |  
|                           |                                     |                    |         |                  |  
|Income from operations     |                                     |                    | 24,043  |                  |  
|                           | Non-operating expense               |                    |         | 120              |  
|                           | Interest expense                    |                    |         | 12,615           |  
|                           |                                     |                    |         |                  |  
|Income before income taxes |                                     |                    | 11,308  |                  |  
|                           | Provision for income taxes          |                    |         | 3,759            |  
|                           |                                     |                    |         |                  |  
|Net income                 |                                     | $                  | 7,549   |                  | $
|                           |                                     |                    |         |                  |  

See accompanying notes to condensed consolidated financial statements.

2

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NORTH AMERICAN VAN LINES, INC.    Consolidated Statement of Changes in Stockholder's Equity    For the six months ended June 30, 2003    (Dollars in thousands)  (Unaudited)

|                                                      |                                                                                            | Total |         | Accumulated
deficit |   | Accumulated
other
comprehensive
income (loss) |       | Common
stock |         | Additional
paid-in-capital
|----------------------------------------------------- | ------------------------------------------------------------------------------------------ | ----- | ------- | ------------------- | - | --------------------------------------------- | ----- | ------------ | ------- | --------------------------
|Balance at December 31, 2002                          |                                                                                            | $     | 220,948 |                     | $ | (21,964                                       | )     | $            | (29,075 | )                         
|Comprehensive income (loss):                          |                                                                                            |       |         |                     |   |                                               |       |              |         |                           
|                                                      | Net income (as restated, see note 11)                                                      |       |         | 7,679               |   |                                               | 7,679 |              |         |                           
|                                                      | Unrealized hedging loss, net of tax benefit of $(1,463)                                    |       |         | (2,804              | ) |                                               |       |              |         | (2,804                    
|                                                      | Net change in unrealized holding gain on available-for-sale securities, net of tax of $597 |       |         | 916                 |   |                                               |       |              |         | 916                       
|                                                      | Minimum pension liability, net of tax of $2,232                                            |       |         | (2,232              | ) |                                               |       |              |         | (2,232                    
|                                                      | Foreign currency translation adjustment, net of tax of $2,189                              |       |         | 3,799               |   |                                               |       |              |         | 3,799                     
|                                                      |                                                                                            |       |         |                     |   |                                               |       |              |         |                           
|Total comprehensive income (as restated, see note 11) |                                                                                            |       | 7,358   |                     |   |                                               |       |              |         |                           
|                                                      |                                                                                            |       |         |                     |   |                                               |       |              |         |                           
|Balance at June 30, 2003 (as restated, see note 11)   |                                                                                            | $     | 228,306 |                     | $ | (14,285                                       | )     | $            | (29,396 | )                         
|                                                      |                                                                                            |       |         |                     |   |                                               |       |              |         |                           

See
accompanying notes to condensed consolidated financial statements.

3

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NORTH AMERICAN VAN LINES, INC.    Condensed Consolidated Statements of Cash Flows    For the six months ended June 30, 2003 and 2002    (Dollars in thousands)  (Unaudited)

|                                                                                             |                                                                   | Six Months Ended |        
|-------------------------------------------------------------------------------------------- | ----------------------------------------------------------------- | ---------------- | -------
|
|
|Cash flows from operating activities:                                                        |                                                                   |                  |        
|                                                                                             | Net income                                                        |                  | $      
|Adjustments to reconcile net income to net cash provided by (used for) operating activities: |                                                                   |                  |        
|                                                                                             | Depreciation                                                      |                  |        
|                                                                                             | Amortization                                                      |                  |        
|                                                                                             | Change in provision for losses on accounts and notes receivable   |                  |        
|                                                                                             | Deferred and recoverable income taxes                             |                  |        
|                                                                                             | Loss on sale of assets, net                                       |                  |        
|Change in operating assets and liabilities:                                                  |                                                                   |                  |        
|                                                                                             | Accounts and notes receivable                                     |                  |        
|                                                                                             | Relocation properties held for resale, net                        |                  |        
|                                                                                             | Other current assets                                              |                  |        
|                                                                                             | Accounts payable                                                  |                  |        
|                                                                                             | Other current liabilities                                         |                  |        
|                                                                                             | Accrued income taxes                                              |                  |        
|                                                                                             | SIRVA intercompany accounts                                       |                  |        
|                                                                                             | Other long-term assets and liabilities                            |                  |        
|                                                                                             |                                                                   |                  |        
|Net cash provided by (used for) operating activities                                         |                                                                   |                  | (12,625
|                                                                                             |                                                                   |                  |        
|Cash flows from investing activities:                                                        |                                                                   |                  |        
|                                                                                             | Additions of property and equipment                               |                  |        
|                                                                                             | Proceeds from sale of property and equipment                      |                  |        
|                                                                                             | Purchases of investments                                          |                  |        
|                                                                                             | Proceeds from maturity or sale of investments                     |                  |        
|                                                                                             | Acquisitions, net of cash acquired                                |                  |        
|                                                                                             | Other investing activities                                        |                  |        
|                                                                                             |                                                                   |                  |        
|Net cash used for investing activities                                                       |                                                                   |                  | (47,013
|                                                                                             |                                                                   |                  |        
|Cash flows from financing activities:                                                        |                                                                   |                  |        
|                                                                                             | Borrowings on revolving credit facility and other short-term debt |                  |        
|                                                                                             | Repayments on revolving credit facility and other short-term debt |                  |        
|                                                                                             | Borrowings on relocation financing facilities                     |                  |        
|                                                                                             | Repayments on relocation financing facilities                     |                  |        
|                                                                                             | Change in balance of outstanding checks                           |                  |        
|                                                                                             | Borrowings on long-term debt                                      |                  |        
|                                                                                             | Repayments on long-term debt and capital lease obligations        |                  |        
|                                                                                             | Capital contributions from SIRVA                                  |                  |        
|                                                                                             |                                                                   |                  |        
|Net cash provided by financing activities                                                    |                                                                   |                  | 68,378 
|                                                                                             | Effect of translation adjustments on cash                         |                  |        
|                                                                                             |                                                                   |                  |        
|Net increase in cash and cash equivalents                                                    |                                                                   |                  | 10,735 
|Cash and cash equivalents at beginning of period                                             |                                                                   |                  | 42,920 
|                                                                                             |                                                                   |                  |        
|Cash and cash equivalents at end of period                                                   |                                                                   | $                | 53,655 
|                                                                                             |                                                                   |                  |        

See
accompanying notes to condensed consolidated financial statements.

4

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NORTH AMERICAN VAN LINES, INC.        Notes to Condensed Consolidated Financial Statements        June 30, 2003        (Dollars in thousands)  (Unaudited)

(1) Basis of Presentation

This report covers North American Van Lines, Inc. and its subsidiaries (the "Company"). See restatement as further described in note 11.

The
accompanying unaudited condensed consolidated financial statements should be read together with the Company's audited consolidated financial statements for the year ended
December 31, 2002. Certain information and footnote disclosures normally included in the aforementioned financial statements prepared in accordance with generally accepted accounting principles
are condensed or omitted. Management of the Company believes the interim financial statements include all adjustments, including normal recurring adjustments, necessary for a fair presentation of the
financial condition and results of operations for the interim periods presented.

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

In
accordance with the provisions of SFAS 123, as amended SFAS 148, our parent, SIRVA, Inc. ("SIRVA"), has elected to continue to account for stock-based compensation under
the intrinsic value based method of accounting described by Accounting Principles Board Opinion 25, "Accounting for Stock Issued to Employees" ("APB 25"). Under APB 25, generally
no cost is recorded for stock options issued to employees unless the option price is below market at the time options are granted.

Had
the Company elected to apply the provisions of SFAS 148 regarding recognition of compensation expense to the extent of the calculated fair value of stock options granted, net
income would have changed as follows:

Three Months Ended

Six Months EndedJune 30, 2003

June 30, 2002

June 30, 2003

June 30, 2002(As restated, see note 11)

(As restated, see note 11)

(As restated, see note 11)

(As restated, see note 11)Net income as reported

$
7,549

$
6,409

$
7,679

$
3,102Equity based compensation expense included in net income, net of tax


35





35


Pro forma compensation cost under fair value method, net of tax


(100
)

(78
)

(204
)

(149
)Adjusted net income

$
7,484

$
6,331

$
7,510

$
2,953


In
January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 addresses
consolidation by business enterprises of variable interest entities. The Company believes the adoption of FIN 46 will not have a material effect on operating results or financial condition. As
of June 30, 2003, the Company had no variable interest entities.

5

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In
April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends
and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively, referred to as derivatives) and for
hedging activities under SFAS 133. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30,
2003. The Company has not yet determined the effect of the adoption of SFAS 149 on operating results or financial condition.

In
May 2003, the FASB issued Statement No. 150 "Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify a
financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the first fiscal period beginning after June 15, 2003. The Company believes the adoption
of SFAS 150 will not have a material effect on operating results or financial condition.

Certain
reclassifications have been made to the condensed consolidated financial statements for the prior periods presented to conform with the June 30, 2003 presentation. For the
three and six months ending June 30, 2003 and 2002, insurance and claims expense has been classified as a component of other direct expense. Other indirect expense has been classified as a
component of general and administrative expenses. The changes were made to be more reflective of the Company's current business operations. The changes result in a different determination of gross
margin than previously shown.

(2) Acquisitions

On July 29, 2002, RS Acquisition Holding, LLC, a wholly owned subsidiary of SIRVA, acquired The Rowan Group PLC and Rowan Simmons Conveyancing Limited
(together, "Rowan Simmons"), a U.K. based provider of relocation services, including home sale and purchase assistance, management of tenant responsibilities and other services to corporations that
assist employees in their relocation needs, for $14,242. The purchase price was funded from the proceeds of a bank loan. Under the terms of a purchase agreement between RS Acquisition Holding, LLC and
the Company, the Company acquired Rowan Simmons from RS Acquisition Holding, LLC on April 23, 2003 for $14,242. Since the transaction was between entities under common control, the transaction
was accounted for in a manner similar to a pooling-of-interests, with inclusion of operations, cash flows and financial position as of July 29, 2002.

On
June 6, 2003, the Company purchased Scanvan, a Scandinavian-based moving services company, for approximately $24,700, net of acquired cash. The cost of Scanvan in excess of the
net assets acquired has been preliminarily allocated to goodwill and is subject to adjustment when additional information concerning asset and liability valuations is finalized.

(3) Income Taxes

The Company's estimated provision for income taxes differs from the amount computed by applying the U.S. federal and state statutory rates. This difference is
primarily due to (1) differences in the statutory

6

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rates
between the U.S. and countries where the Company has permanently reinvested earnings and (2) tax incentive programs that the Company has qualified for under the laws of certain
jurisdictions.

(4) Cash and Cash Equivalents

Cash and cash equivalents included $29,183 and $22,069 at June 30, 2003 and December 31, 2002, respectively, primarily relating to the Company's
wholly owned insurance subsidiaries that require regulatory agency approval prior to being used for non-insurance related purposes.

(5) Long-term Debt and Capital Lease Obligations

Long-term debt consisted of the following:

June 30, 2003

December 31, 2002Revolving credit facility

$
84,000

$
27,000Note payableTranche A


110,025


120,000Note payableTranche B


208,805


209,887Senior Subordinated Notes


150,000


150,000Capital lease obligations


15,469


18,971Other


17,012


16,657Total debt and capital lease obligations


585,311


542,515Less current maturities


26,049


27,261Total long-term debt and capital lease obligations

$
559,262

$
515,254


(6) Commitments and Contingencies

(a) Litigation

The Company was a defendant in a personal injury suit resulting from a 1996 accident involving one of its agent's drivers. The case was tried in 1998, and the
Company was found liable. After appeals, a final judgment of $15,229 was rendered in 2002 and fully paid by the Company and two of its insurers. After certain insurance payments and reimbursements,
the Company has paid $7,637, which the Company believes is fully reimbursable by insurance; however, one of the Company's several co-insurers of this case has filed suit, contesting its
coverage obligations. If the co-insurer prevails, there is the possibility that some or all of the payment made by the Company will not be reimbursed. The Company has a reserve that it
considers appropriate in the circumstances.

The
Company has produced and is producing records in response to two grand jury subpoenas issued in connection with an investigation being conducted by attorneys in the Department of
Justice Antitrust Division through a grand jury in the Eastern District of Virginia. The Company is cooperating with the investigation and understands that numerous other companies have received
similar subpoenas.

The
Company and certain subsidiaries are defendants in numerous lawsuits relating principally to motor carrier operations. In the opinion of management, after consulting with its legal
counsel, the amount of the Company's ultimate liability resulting from these matters will not materially affect the Company's financial position, results of operations or liquidity, although such
liability may be material to any given quarter.

7

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(b) Environmental Matters

The Company has been named as a potentially responsible party ("PRP") in two environmental cleanup proceedings by federal or state authorities. The suits are
brought under the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, or other federal or state statutes. Based on all known information, it is estimated that the
settlement cost of each PRP site would not be materially or significantly larger than the reserves established for these proceedings, which totaled $35 as of June 30, 2003 and
December 31, 2002, respectively. It is possible that additional claims or lawsuits involving now unidentified environmental sites may arise in the future.

The
Company owns or has owned and leases or has leased facilities at which underground storage tanks for diesel fuel are located and operated. Management believes that the Company has
taken the appropriate and necessary action with regard to releases of diesel fuel that have occurred. Based on its assessment of the facts and circumstances now known and after consulting with its
legal counsel, management believes that it has recorded appropriate estimates of liability for those environmental matters of which the Company is aware. Further, management believes it is unlikely
that any identified matters, either individually or in aggregate, will have a material effect on the Company's financial
position, results of operations or liquidity. As conditions may exist on these properties related to environmental problems that are latent or undisclosed, there can be no assurance that the Company
will not incur liabilities or costs, the amount of which cannot be estimated reliably at this time.

(c) Purchase Commitments

Purchase commitments consisted of the following:

June 30, 2003

December 31, 2002Outsourcing agreements

$
172,048

$
176,382Software licenses


3,169


4,297Transportation equipment





1,608Other





358$
175,217

$
182,645


On
July 1, 2002, the Company entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide selected
outsourcing services for the Company's domestic information systems infrastructure, including data center operations and telecommunications and certain application software development. As of
June 30, 2003, the remaining purchase commitment was $167,668. Covansys Corporation is a related party, as approximately 24% of its outstanding common stock is owned by Clayton,
Dubilier & Rice Fund VI Limited Partnership, a Cayman Islands exempted limited partnership ("Fund VI"). As of June 30, 2003, Fund VI held approximately 24% of the capital stock of SIRVA.
Fund VI is managed by Clayton, Dubilier & Rice, Inc. a private investment firm that is organized as a Delaware corporation, and is an affiliate of SIRVA's controlling shareholder,
Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership.

8

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(7) Operating Segments

Due to the acquisitions in 2002 and a desire to organize the business along new service lines, the Company has realigned certain businesses within its segment
structure. Certain reclassifications have been made for the prior periods presented to conform with the June 30, 2003 presentation. As of June 30, 2003 the Company has four reportable
segments1) Relocation Solutions-North America, 2) Relocation Solutions-Europe and Asia Pacific, together forming Global Relocation Solutions, 3) Network Services, and
4) Transportation Solutions. Intersegment transactions, principally relating to international operations, are recorded at market rates as determined by management. The consolidation process
results in the appropriate elimination of intercompany transactions, with revenues reflected in the segment responsible for billing the end customer. For the three-month and six-month periods ended
June 30, 2003, income from operations for Corporate has been restated to record $2,149 of equity based compensation expense. See note 11.

Global Relocation Solutions

The Company's Global Relocation Solutions business provides a combination of relocation services, global mobility services and moving and storage services that we
tailor by geographic region to the specific needs of our customers. Global Relocation Solutions is comprised of the Relocation Solutions-North America and Relocation Solution-Europe and Asia Pacific
reportable segments. This business provides the following services:



For
the three-month and six-month periods ended June 30, 2002, income from operations for Relocation SolutionsNorth America segment has been restated to record $500
and $500, respectively, of intangible amortization expense. See note 11.

Network Services

The Company is an industry leading provider of a unique combination of value-added services to moving and storage agents, owner-operator drivers and small
corporate fleets, including targeted insurance

9

---

coverages,
a broad array of vehicle and supply purchase programs as well as vehicle repair and over the road services. For the three-month and six-month periods ended June 30, 2002, income from
operations for Network Services segment has been restated to record $500 and $500, respectively, of intangible amortization expense. See note 11.

Transportation Solutions

The Company provides a unique combination of third party logistics transportation solutions designed to benefit a select market niche of customers that require
transportation management, inventory visibility at the serialized level, and delivery solutions that are coordinated at the item level to deliver commercial goods that require specialized handling in
a timely manner, and with the proper equipment to fit the situation.

The
tables below represent information about revenues, income from operations and total assets by segment used by the chief operating decision-maker of the Company:

|                                             |                             | Three Months Ended |         | Six Months Ended
|-------------------------------------------- | --------------------------- | ------------------ | ------- | ----------------
|
|
|Operating Revenues                           |                             |                    |         |                 
|Relocation SolutionsNorth America           |                             | $                  | 408,492 |                 
|Relocation SolutionsEurope and Asia Pacific |                             |                    | 105,174 |                 
|                                             |                             |                    |         |                 
|                                             | Global Relocation Solutions |                    |         | 513,666         
|Network Services                             |                             |                    | 39,060  |                 
|Transportation Solutions                     |                             |                    | 24,773  |                 
|                                             |                             |                    |         |                 
|Consolidated operating revenues              |                             | $                  | 577,499 |                 
|                                             |                             |                    |         |                 
|Income (loss) from operations                |                             |                    |         |                 
|Relocation SolutionsNorth America           |                             | $                  | 12,660  |                 
|Relocation SolutionsEurope and Asia Pacific |                             |                    | 3,016   |                 
|                                             |                             |                    |         |                 
|                                             | Global Relocation Solutions |                    |         | 15,676          
|Network Services                             |                             |                    | 9,673   |                 
|Transportation Solutions                     |                             |                    | 843     |                 
|Corporate                                    |                             |                    | (2,149  | )               
|                                             |                             |                    |         |                 
|Consolidated income from operations          |                             | $                  | 24,043  |                 
|                                             |                             |                    |         |                 

10

---

|                                             |                             | As of
|-------------------------------------------- | --------------------------- | -----
|
|Total assets                                 |                             |      
|Relocation SolutionsNorth America           |                             | $    
|Relocation SolutionsEurope and Asia Pacific |                             |      
|                                             |                             |      
|                                             | Global Relocation Solutions |      
|Network Services                             |                             |      
|Transportation Solutions                     |                             |      
|                                             |                             |      
|Consolidated total assets                    |                             | $    
|                                             |                             |      

(8) Restructuring

In June 2001, the transportation solutions operating segment established a program to exit the parts center business. The charges included severance and
employee benefit costs for 293 employees, lease and asset impairment costs to shut down and exit the parts center business by the end of 2001. Due to lease terms and severance agreements,
certain facility lease payments will continue through September 2005. During the three and six months ended June 30, 2002, $0.1 million and $0.8 million, respectively, of
restructuring credit occurred when the Company was able to sublease certain parts center facilities earlier than originally estimated.

(9) Related Party

The receivable from SIRVA at June 30, 2003 and December 31, 2002 of $31,724 and $28,879, respectively, consists of amounts that the Company has paid
on behalf of SIRVA for treasury stock and various transaction fees.

The
payable to SIRVA at June 30, 2003 and December 31, 2002 of $23,127 and $32,133, respectively, consists of amounts that the Company has received from the sale of SIRVA
redeemable common stock and common stock.

(10) Supplemental Information

The following summarized consolidating balance sheets, statements of operations and statements of cash flows were prepared to segregate such financial statements
between those entities that have guaranteed the Company's senior subordinated notes ("Guarantor" entities) and those entities that did not guarantee such debt ("Non-Guarantor" entities).

In
addition to the restatement discussed in note 11, the Company has restated the presentation of its consolidating condensed statement of operations for the three and six-month
periods ended June 30, 2003 and 2002 to properly reflect the equity earnings of its subsidiaries on the equity method of accounting.

For
the three and six-month periods ended June 30, 2003, total operating expenses for the Parent and NAVL Consolidated columns below have been restated to record $2,149 of
equity based compensation expense. The Parent and NAVL Consolidated columns of the consolidating condensed balance sheet at June 30, 2003 have been restated accordingly.

11

---

For
the three and six-month periods ended June 30, 2002, total operating expenses for the Parent and NAVL Consolidated columns below have been restated to record $1,000 of
intangible amortization expense. See note 11.

Consolidated
condensed balance sheet data as of June 30, 2003 and December 31, 2002 is summarized as follows:

|                                             |                                    | June 30, 2003
|-------------------------------------------- | ---------------------------------- | -------------
|
|
|Current assets:                              |                                    |              
|                                             | Accounts and notes receivable, net |              
|                                             | Other current assets               |              
|                                             |                                    |              
|Total current assets                         |                                    |              
|                                             |                                    |              
|Property and equipment, net                  |                                    |              
|Goodwill, net                                |                                    |              
|Intangible assets, net                       |                                    |              
|Other assets                                 |                                    |              
|                                             |                                    |              
|Total assets                                 |                                    | $            
|                                             |                                    |              
|Current liabilities                          |                                    | $            
|Long-term debt and capital lease obligations |                                    |              
|Other liabilities                            |                                    |              
|                                             |                                    |              
|Total liabilities                            |                                    |              
|Stockholder's equity                         |                                    |              
|                                             |                                    |              
|Total liabilities and stockholder's equity   |                                    | $            
|                                             |                                    |              

12

---

|                                             |                                    | December 31, 2002
|-------------------------------------------- | ---------------------------------- | -----------------
|
|Current assets:                              |                                    |                  
|                                             | Accounts and notes receivable, net |                  
|                                             | Other current assets               |                  
|                                             |                                    |                  
|Total current assets                         |                                    |                  
|                                             |                                    |                  
|Property and equipment, net                  |                                    |                  
|Goodwill, net                                |                                    |                  
|Intangible assets, net                       |                                    |                  
|Other assets                                 |                                    |                  
|                                             |                                    |                  
|Total assets                                 |                                    | $                
|                                             |                                    |                  
|Current liabilities                          |                                    | $                
|Long-term debt and capital lease obligations |                                    |                  
|Other liabilities                            |                                    |                  
|                                             |                                    |                  
|Total liabilities                            |                                    |                  
|Stockholder's equity                         |                                    |                  
|                                             |                                    |                  
|Total liabilities and stockholder's equity   |                                    | $                
|                                             |                                    |                  

13

---



NORTH AMERICAN VAN LINES, INC.    Notes to Condensed Consolidated Financial Statements (Continued)    June 30, 2003    (Dollars in thousands)  (Unaudited)

(10) Supplemental Information (continued)

Consolidated condensed statements of operations data for the three and six months ended June 30, 2003 and 2002 are summarized as follows:

|                                     |  | Three months ended June 30, 2003 |        
|------------------------------------ |  | -------------------------------- | -------
|
|
|                                     |  |                                  |        
|Operating revenues                   |  | $                                | 190,963
|Total operating expenses             |  |                                  | 191,589
|                                     |  |                                  |        
|Income from operations               |  |                                  | (626   
|Non-operating income (expense)       |  |                                  | 823    
|Interest expense (income)            |  |                                  | 11,538 
|Dividend income                      |  |                                  |       
|                                     |  |                                  |        
|Income (loss) before income taxes    |  |                                  | (11,341
|Provision (benefit) for income taxes |  |                                  | (212   
|Equity (income) loss                 |  |                                  | (18,678
|                                     |  |                                  |        
|Net income (loss)                    |  | $                                | 7,549  
|                                     |  |                                  |        

|                                  |  | Three months ended June 30, 2002 |        
|--------------------------------- |  | -------------------------------- | -------
|
|
|                                  |  |                                  |        
|Operating revenues                |  | $                                | 193,179
|Total operating expenses          |  |                                  | 186,644
|                                  |  |                                  |        
|Income from operations            |  |                                  | 6,535  
|Non-operating income (expense)    |  |                                  | 626    
|Interest expense (income)         |  |                                  | 11,615 
|Dividend income                   |  |                                  |       
|                                  |  |                                  |        
|Income (loss) before income taxes |  |                                  | (4,454 
|Provision for income taxes        |  |                                  | 452    
|Equity (income) loss              |  |                                  | (11,315
|                                  |  |                                  |        
|Net income (loss)                 |  | $                                | 6,409  
|                                  |  |                                  |        

14

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NORTH AMERICAN VAN LINES, INC.    Notes to Condensed Consolidated Financial Statements (Continued)    June 30, 2003    (Dollars in thousands)  (Unaudited)

(10) Supplemental Information (continued)

|                                     |  | Six months ended June 30, 2003 |        
|------------------------------------ |  | ------------------------------ | -------
|
|
|                                     |  |                                |        
|Operating revenues                   |  | $                              | 347,246
|Total operating expenses             |  |                                | 348,526
|                                     |  |                                |        
|Income from operations               |  |                                | (1,280 
|Non-operating income (expense)       |  |                                | 1,562  
|Interest expense (income)            |  |                                | 22,981 
|Dividend income                      |  |                                |       
|                                     |  |                                |        
|Income (loss) before income taxes    |  |                                | (22,699
|Provision (benefit) for income taxes |  |                                | (4,113 
|Equity (income) loss                 |  |                                | (26,265
|                                     |  |                                |        
|Net income (loss)                    |  | $                              | 7,679  
|                                     |  |                                |        

|                                     |  | Six months ended June 30, 2002 |        
|------------------------------------ |  | ------------------------------ | -------
|
|
|                                     |  |                                |        
|Operating revenues                   |  | $                              | 344,815
|Total operating expenses             |  |                                | 337,200
|                                     |  |                                |        
|Income from operations               |  |                                | 7,615  
|Non-operating income (expense)       |  |                                | 1,728  
|Interest expense (income)            |  |                                | 23,310 
|Dividend income                      |  |                                |       
|                                     |  |                                |        
|Income (loss) before income taxes    |  |                                | (13,967
|Provision (benefit) for income taxes |  |                                | (4,729 
|Equity (income) loss                 |  |                                | (12,340
|                                     |  |                                |        
|Net income (loss)                    |  | $                              | 3,102  
|                                     |  |                                |        

15

---

NORTH AMERICAN VAN LINES, INC.    Notes to Condensed Consolidated Financial Statements (Continued)    June 30, 2003    (Dollars in thousands)  (Unaudited)

(10) Supplemental Information (continued)

Consolidated condensed statements of cash flows data for the six months ended June 30, 2003 and 2002 are summarized as follows:

|                                                     |                                                                                    | Six months ended June 30, 2003 |        
|---------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------------ | -------
|
|Net cash provided by (used for) operating activities |                                                                                    | $                              | (33,616
|                                                     |                                                                                    |                                |        
|Cash flows from investing activities:                |                                                                                    |                                |        
|                                                     | Additions of property and equipment                                                |                                |        
|                                                     | Proceeds from sale of property and equipment                                       |                                |        
|                                                     | Purchases of investments                                                           |                                |        
|                                                     | Proceeds from maturity or sale of investments                                      |                                |        
|                                                     | Acquisitions, net of cash acquired                                                 |                                |        
|                                                     | Other investing activities                                                         |                                |        
|                                                     |                                                                                    |                                |        
|Net cash used for investing activities               |                                                                                    |                                | (8,292 
|                                                     |                                                                                    |                                |        
|Cash flows from financing activities:                |                                                                                    |                                |        
|                                                     | Borrowings on revolving credit facilities and relocation financing facilities, net |                                |        
|                                                     | Change in balance of outstanding checks                                            |                                |        
|                                                     | Borrowings on long-term debt                                                       |                                |        
|                                                     | Repayments on long-term debt and capital lease obligations                         |                                |        
|                                                     |                                                                                    |                                |        
|Net cash provided by financing activities            |                                                                                    |                                | 47,833 
|                                                     |                                                                                    |                                |        
|Effect of translation adjustment on cash             |                                                                                    |                                |        
|                                                     |                                                                                    |                                |        
|Net increase (decrease) in cash and cash equivalents |                                                                                    |                                | 5,925  
|Cash and cash equivalents at beginning of period     |                                                                                    |                                | 4,280  
|                                                     |                                                                                    |                                |        
|Cash and cash equivalents at end of period           |                                                                                    | $                              | 10,205 
|                                                     |                                                                                    |                                |        

16

---



NORTH AMERICAN VAN LINES, INC.        Notes to Condensed Consolidated Financial Statements        June 30, 2003        (Dollars in thousands)  (Unaudited)

(10)    Supplemental Information (continued)

|                                                     |                                                            | Six months ended June 30, 2002 |        
|---------------------------------------------------- | ---------------------------------------------------------- | ------------------------------ | -------
|
|Net cash provided by operating activities            |                                                            | $                              | 14,044 
|                                                     |                                                            |                                |        
|Cash flows from investing activities:                |                                                            |                                |        
|                                                     | Additions of property and equipment                        |                                |        
|                                                     | Proceeds from sale of property and equipment               |                                |        
|                                                     | Purchases of investments                                   |                                |        
|                                                     | Proceeds from maturity or sale of investments              |                                |        
|                                                     | Acquisitions, net of cash acquired                         |                                |        
|                                                     | Other investing activities                                 |                                |        
|                                                     |                                                            |                                |        
|Net cash used for investing activities               |                                                            |                                | (85,318
|                                                     |                                                            |                                |        
|Cash flows from financing activities:                |                                                            |                                |        
|                                                     | Repayments on revolving credit facility, net               |                                |        
|                                                     | Change in balance of outstanding checks                    |                                |        
|                                                     | Borrowings on long-term debt                               |                                |        
|                                                     | Repayments on long-term debt and capital lease obligations |                                |        
|                                                     | Capital contribution from SIRVA                            |                                |        
|                                                     |                                                            |                                |        
|Net cash provided by (used for) financing activities |                                                            |                                | 77,091 
|                                                     |                                                            |                                |        
|Effect of translation adjustment on cash             |                                                            |                                |       
|                                                     |                                                            |                                |        
|Net increase (decrease) in cash and cash equivalents |                                                            |                                | 5,817  
|Cash and cash equivalents at beginning of period     |                                                            |                                | 5,687  
|                                                     |                                                            |                                |        
|Cash and cash equivalents at end of period           |                                                            | $                              | 11,504 
|                                                     |                                                            |                                |        

17

---

(10)    Supplemental Information (continued)

Name

IncorporatedA Relocation Solutions Management Company

DelawareAllied Freight Forwarding, Inc.

DelawareAllied International N.A., Inc.

DelawareAllied Transportation Forwarding, Inc.

DelawareAllied Van Lines, Inc.

DelawareAllied Van Lines Terminal Company

DelawareFederal Traffic Service, Inc.

IndianaFleet Insurance Management, Inc.

IndianaFrontRunner Worldwide, Inc.

DelawareGlobal Van Lines, Inc.

IndianaGreat Falls North American, Inc.

MontanaMeridian Mobility Resources, Inc.

DelawareNACAL, Inc.

CaliforniaNational Association of Independent Truckers, LLC

DelawareNorth American Logistics, Ltd.

IndianaNorth American Van Lines of Texas, Inc.

TexasSIRVA Freight Forwarding, Inc.

IndianaSIRVA Global Relocation, Inc.

DelawareSIRVA Imaging Solutions, Inc.
(formerly known as Relocation Management Systems, Inc.)

DelawareSIRVA Relocation LLC

DelawareSIRVA Title Agency, Inc.

OhioStorEverything, Inc.

DelawareVanguard Insurance Agency, Inc.

Illinois


Each
Guarantor is a wholly owned subsidiary of North American Van Lines, Inc. or its subsidiary, Allied Van Lines, Inc. and jointly and severally,
irrevocably and fully and unconditionally guarantees the punctual payment of such debt issued under North American Van Lines, Inc.'s senior credit facility and senior subordinated notes.

(11)    Restatement

The Company is restating the three and six-month periods ended June 30, 2003 and 2002 for the following:



18

---



In
addition to the restatement adjustments, the Company has reclassified goodwill of $354,528 and $328,917 in the accompanying balance sheets at June 30, 2003 and
December 31, 2002, respectively, from Goodwill and Intangible Assets, as previously reported, to a separate line item.

The
impact of the adjustments on the Company's consolidated financial is as follows:

|                                  |  | Three months ended
|--------------------------------- |  | ------------------
|
|Equity based compensation expense |  | $                 
|Provision for income taxes        |  |                   
|Net income                        |  | $                 

|                                  |  | Six months ended
|--------------------------------- |  | ----------------
|
|Equity based compensation expense |  | $               
|Provision for income taxes        |  |                 
|Net income                        |  | $               

|                           |  | Three months ended
|-------------------------- |  | ------------------
|
|Intangibles amortization   |  | $                 
|Provision for income taxes |  |                   
|Net income                 |  | $                 

|                           |  | Six months ended
|-------------------------- |  | ----------------
|
|Intangibles amortization   |  | $               
|Provision for income taxes |  |                 
|Net income                 |  | $               

19

---

|                                    |  | June 30, 2003 |        
|----------------------------------- |  | ------------- | -------
|
|Goodwill, net                       |  | $             |       
|Intangible assets, net              |  |               |       
|Goodwill and intangible assets, net |  |               | 576,515
|Accrued income taxes                |  |               | 3,820  
|Due to SIRVA, Inc.                  |  |               | 20,978 
|Deferred income taxes               |  |               | 41,803 
|Accumulated deficit                 |  | $             | (12,867

|                                    |  | December 31, 2002
|----------------------------------- |  | -----------------
|
|Goodwill, net                       |  | $                
|Intangible assets, net              |  |                  
|Goodwill and intangible assets, net |  | $                

|                                                                                  |                                       | Six months ended |  
|--------------------------------------------------------------------------------- | ------------------------------------- | ---------------- | -
|
|Adjustments to reconcile net income to net cash provided by operating activities: |                                       |                  |  
|                                                                                  | Deferred and recoverable income taxes |                  | $
|Changes in operating assets and liabilities:                                      |                                       |                  |  
|                                                                                  | Accrued income taxes                  |                  |  
|                                                                                  | SIRVA intercompany accounts           |                  | $

|                                                                                  |                                       | Six months ended
|--------------------------------------------------------------------------------- | ------------------------------------- | ----------------
|
|Adjustments to reconcile net income to net cash provided by operating activities: |                                       |                 
|                                                                                  | Amortization                          |                 
|                                                                                  | Deferred and recoverable income taxes |                 

20

---



|ITEM 2. |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|------- |  | ------------------------------------------------------------------------------------

Overview

Due to the acquisitions in 2002 and a desire to organize the business along new service lines, the Company has realigned certain businesses within its segment
structure.

Our
operating revenues are derived from the following four business segments: (1) our relocation solutionsNorth America segment, (2) our relocation
solutionsEurope and Asia Pacific segment, combining to form global relocation solutions, (3) our network services segment, and (4) our transportation solutions segment.

We
are an industry leading provider of a unique combination of global relocation solutions to corporate clients, the government and military and consumer markets. We deliver these
relocation services through a number of well recognized brands, using on extensive global network of corporate locations, agent facilities, licensed affiliates, owner-operators, and over 7,000
employees and service coordinators located in 40 countries across four continents. We are also a market leading provider of network solutions, such as insurance and fleet programs, to the extensive
network of agents and owner operators who are affiliated with us, as well as to independent third parties in need of the same services. We are also a leading provider of unique transportation
management solutions, utilizing our extensive logistics software capabilities, to the third party logistics market which requires sensitive handling, serialized inventory and in-transit merge
services.

Global Relocation SolutionsWe are an industry leading provider of a unique combination of global relocation solutions to
corporate clients, the government and military and consumer markets.

Through
SIRVA Relocation, we offer our customers one point connectivity to service their relocation needs. SIRVA Relocation has five offices in the U.S., as well as service centers in
the U.K., Australia and Hong Kong. Each regional center offers solutions tailored to its local markets, including realtor services for home sale and purchase, tax and expense management, closing and
destination services, as well as household goods moving services, 24x7 web communication interface, and comprehensive, single source reporting packages for the client as well as the person relocating.

SIRVA
Relocation also offers global mobility services, utilizing our company's relocation centers in each regional theater along with qualified local representatives to provide global
service capability. We offer assignment management programs, moving and storage services, destination services to identify housing, schools, and other critical client needs, as well as expatriot tax
and expense management services.

Global
relocation solutions also provides worldwide household goods moving and storage services, utilizing distinctive and well known local brand names that include Allied Van Lines,
northAmerican Van Lines and Global Van Lines in the U.S. and Canada, Pickfords, Hoult, Maison Huet, Arthur Pierre, Adam, Kungsholms, and Varekamp in the U.K. & Europe as well as Allied Pickford,
Allied International and Trans-International in the Asia/Pacific region.

In
the U.S. and Canada, we provide domestic moving and storage services through a network of exclusive agents who provide elements of the sales, packing, loading, transportation,
delivery and warehousing services. Utilizing our fleet of specialized equipment and highly trained drivers and owner-operators, we also operate a specialized transportation services division that
provides configurable transportation capabilities to customers, such as those in the high-tech, medical equipment and telecommunications markets, that need specialized handling of sensitive,
high-value commodities.

This
same agent based network, along with our corporate sales and marketing group, also markets to multi-national companies, most often based in the U.S., a range of international moving
and storage services as well as coordination for residential shipments destined to or returning from foreign countries.

21

---

We
utilize our branded network, or a group of qualified and authorized affiliate representatives around the world to complete the service delivery process.

In
the U.K. and Europe as well as the Asia/Pacific region, we primarily provide moving and storage services through a network of company owned branches operating under one of the
recognized local brand names. These owned and operated facilities provide complete domestic and international residential moving services, including sales, packing, loading, transportation, delivery
and warehousing. The operations in these regions also provide various types of office relocation services as well as
records management storage and services in their local markets. We also operate a specialized transportations services network in the U.K. and Europe region.

Network ServicesWe are an industry leading provider of a unique combination of network solutions to moving and storage
agents, owner-operator drivers and small corporate fleets.

Through
the companies comprising our SIRVA Insurance unit, we offer the moving and storage business and operators of small trucking fleets, one point connectivity to service their
varying insurance needs. We offer a range of products which includes auto liability, occupational accident, physical damage, cargo and warehouse insurance coverages. We reinsure certain coverages with
other insurance carriers to optimize our spread of product risk.

Through
Transguard General Agency, Inc., we offer the members of the National Association of Independent Truckers ("NAIT"), the largest association of independent truck drivers in the
country, a similar package of insurance products and other services that assist the drivers in conducting their daily business.

Through
SIRVA Fleet Services, we offer a broad array of vehicle and supply purchase programs as well as vehicle repair and over-the-road services. We combine the purchasing power of our
affiliated agent and driver network and offer our clients coordinated programs at a cost advantage.

Transportation SolutionsWe are an industry leading provider of a unique combination of third party logistics transportation
management solutions designed to benefit a select market niche of customers that requires transportation management, inventory visibility at the serialized level and delivery solutions that are
coordinated at the item level to deliver commercial goods that require specialized handling in a timely manner, and with the proper equipment to fit the situation. Our SIRVA Logistics unit utilizes
specialized software solutions to provide the range of services that our clients require.

Business Trends and Initiatives

In 2002, we established the strategic objective of dramatically expanding our presence in the corporate relocation market. In May 2002, we acquired the relocation
services business ("CRS") of Cooperative Resource Services Ltd., a U.S. based relocation services provider that was approximately the third largest provider of such services in the U.S. market. We
also acquired Prime Relocation in Australia, establishing a Pacific relocation center, which was supplemented by the opening in Hong Kong of an Asia relocation center in early 2003. In connection with
the CRS acquisition, SIRVA acquired CMS Holding, the mortgage lending arm of the CRS group, adding mortgage services to our relocation offering. In July of 2002, we acquired Rowan Simmons, the largest
local provider of relocation services in the U.K. These acquisitions have established for us a worldwide footprint from which to provide
global relocation services. The strategy has been enhanced by the recent combination of the relocation and moving sales forces so that our marketing approach can incorporate our expansive list of
moving clients and begin to offer a broader platform of services to our clients' human resource function.

We
have continued to expand our household goods moving and storage services operations through acquisitions around the world. After completing the acquisition of NFC Moving Services
Group from Exel plc in 1999, which substantially expanded our scope of operations in the U.S., the U.K., Europe and the Asia Pacific region, we acquired Global Van Lines in the U.S. and Allied Movers
in New Zealand in 2000.

22

---

In
2002, we acquired Prime International in Australia, Total Recall in the U.K. and Maison Huet in France. In June 2003, we acquired Scanvan, the leading moving services company in the Scandinavian
market.

Our
network services segment operates in specific niche markets related to transportation and moving and storage. In 2002, our insurance operations nearly doubled their base of written
premiums with the acquisition of the business of NAIT, which focuses on servicing the substantial community of owner/operator drivers with professional and support services, including insurance.

We
have been successful at smoothly integrating these acquisitions and will continue to pursue additional transactions around the world that we believe would further strengthen our
global presence or would advance our strategic position in the markets that we serve.

We
have also pursued a number of long-term initiatives designed to improve productivity and profitability. We have invested significant amounts in information technology
solutions in order to enhance operational and administrative efficiencies. We have also initiated several restructuring projects over the last few years to streamline management structures, integrate
acquired businesses, reshape service delivery operations, reduce general and administrative headcount and exit under-performing business units. We believe that these efforts have been instrumental in
reducing our costs and positioning us well for continued profitable growth, although no assurance can be given in this regard.

For
the three and six months ending June 30, 2003 and 2002 insurance and claims expense has been reclassified as a component of other direct expense. Other indirect expense has
been reclassified as a component of general and administrative expenses. The changes were made to be more reflective of the Company's current business operations. The changes result in a different
determination of gross margin than previously shown.

Results of Operations

Operating Revenues:Our operating revenues are derived from our global relocation solutions, network services and
transportation solutions operations.

Operating
revenues of our global relocation solutions segments are comprised of amounts billed to our customers, both corporate and consumers, upon the completion of transportation or
relocation 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 earn revenues from the provision of specialized transportation services for high value products that require unique handling capabilities for
our corporate clients.

Operating
revenues from our network services segment include premiums received for the provision of insurance coverage such as auto liability, occupational accident, physical damage, and
cargo and warehouse insurance coverage. Our revenues also include fees charged to the independent drivers in our association for access to a suite of services that includes fuel, cell phone, tire
services, legal assistance and retirement programs, and the provision of maintenance and repair services.

In
our transportation solutions segment our revenue represents charges for the provision of inventory management expertise to coordinate 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 Expenses:Purchased transportation expenses ("PTE") represent amounts paid by us to independent
third parties, such as agents and owner operators, for providing capabilities for the fulfillment of our customer moving and transportation needs.

In
our relocation servicesNorth America operations, PTE consists of amounts paid in respect of owner/operator transportation services; packing and loading service fees as
well as associated assessorial

23

---

services;
agent commissions associated with in-home estimates, customer service, storage services, and other third party transportation services.

In
our Relocation ServicesEurope & Asia Pacific, PTE consists of amounts paid to third parties for supplemental transportation, packing and loading services
associated with providing comprehensive moving and transportation services.

In
our transportation solutions segment, PTE consists of amounts paid in respect of owner/operator transportation services as well as providing specialized handling and delivery
capabilities.

Given
the structure of our model in North America, which utilizes independent agents and owner/operators to provide transportation capabilities, including trucks and trailers, as well as
warehouse facilities for storage and delivery programs, a higher proportion of overall costs are represented by PTE when compared to our operations in Europe and Asia Pacific.

Other Direct Expenses:Other direct expenses comprise facility and equipment costs, employee labor costs, commissions paid to
realtors, home closing costs and other relocation service fees in addition to claims expenses associated with cargo loss and damage as well as claims associated with our other various insurance
offerings.

General and Administrative Expenses:General and administrative expenses comprise employee compensation and benefit costs,
which account for over 50% of general and administrative expenses, as well as communication costs, rent, supplies and other purchased services. In addition, general and administrative expenses include
amortization expense in respect of certain intangible assets.

24

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Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002.

The following table sets forth certain figures regarding our results of operations for the three months ended June 30, 2003, compared to the three months
ended June 30, 2002.

|                               |                                              | Three Months
Ended
June 30,
2003 |       | Three Months
Ended
June 30,
2002 |   | % Increase
(Decrease) from
Prior Period(a) |      
|------------------------------ | -------------------------------------------- | -------------------------------- | ----- | -------------------------------- | - | ------------------------------------------ | -----
|
|
|Operating revenues:            |                                              |                                  |       |                                  |   |                                            |      
|                               | Relocation SolutionsNorth America           |                                  | $     | 408.5                            |   | $                                          | 387.6
|                               | Relocation SolutionsEurope and Asia Pacific |                                  |       | 105.1                            |   |                                            | 89.4 
|                               |                                              |                                  |       |                                  |   |                                            |      
|                               | Global Relocation Solutions                  |                                  |       | 513.6                            |   |                                            | 477.0
|                               | Network Services                             |                                  |       | 39.1                             |   |                                            | 31.7 
|                               | Transportation Solutions                     |                                  |       | 24.8                             |   |                                            | 28.4 
|                               |                                              |                                  |       |                                  |   |                                            |      
|Operating revenues             |                                              | $                                | 577.5 |                                  | $ | 537.1                                      |      
|                               |                                              |                                  |       |                                  |   |                                            |      
|Gross margin                   |                                              | $                                | 113.9 |                                  |   | 101.8                                      |      
|                               | General and administrative expenses          |                                  |       | 86.4                             |   |                                            | 77.7 
|                               | Intangibles amortization                     |                                  |       | 1.3                              |   |                                            | 1.0  
|                               | Equity based compensation expense            |                                  |       | 2.2                              |   |                                            |     
|                               | Restructuring credit                         |                                  |       |                                 |   |                                            | (0.1 
|                               |                                              |                                  |       |                                  |   |                                            |      
|Income from operations         |                                              | $                                | 24.0  |                                  | $ | 23.2                                       |      
|                               |                                              |                                  |       |                                  |   |                                            |      
|Income (loss) from operations: |                                              |                                  |       |                                  |   |                                            |      
|                               | Relocation SolutionsNorth America           |                                  | $     | 12.7                             |   | $                                          | 14.4 
|                               | Relocation SolutionsEurope and Asia Pacific |                                  |       | 3.0                              |   |                                            | 2.4  
|                               |                                              |                                  |       |                                  |   |                                            |      
|                               | Global Relocation Solutions                  |                                  |       | 15.7                             |   |                                            | 16.8 
|                               | Network Services                             |                                  |       | 9.7                              |   |                                            | 5.0  
|                               | Transportation Solutions                     |                                  |       | 0.8                              |   |                                            | 1.4  
|                               | Corporate                                    |                                  |       | (2.2                             | ) |                                            |     
|                               |                                              |                                  |       |                                  |   |                                            |      
|Income from operations         |                                              | $                                | 24.0  |                                  | $ | 23.2                                       |      
|                               |                                              |                                  |       |                                  |   |                                            |      

---

25

---

Operating revenues for the three months ended June 30, 2003 were $577.5 million, an increase of $40.4 million compared to the three months ended June 30,
2002, primarily due to revenue of $16.2 million generated by our acquisitions net of divestiture, $9.3 million of favorable currency impact and $14.9 million of net growth in our
other businesses.

Revenue
in global relocation solutions for the three months ended June 30, 2003 increased $36.6 million as compared to the three months ended June 30, 2002, due to
acquisitions net of divestitures of $16.2 million, currency impact of $9.3 million and an increase in our other businesses of $11.1 million.

Within
global relocation solutions, revenue from acquisitions net of divestitures was $16.2 million, consisting of $12.2 million from the CRS acquisition,
$8.6 million from the Maison Huet, Scanvan and Rowan Simmons acquisitions, partially reduced by $4.6 million resulting from the sale of our U.K. industrial moving business in December
2002.

Revenue
in global relocation solutions also increased $9.3 million due to favorable currency impacts. For the three months ended June 30, 2003, the British pound sterling,
the Australian dollar and the Euro were stronger as compared to the U.S. dollar for the three months ended June 30, 2002 by approximately 10%, 14% and 19%, respectively.

In
addition, revenue increased $11.1 million primarily due to gains in the northAmerican and SIRVA Relocation brands and our Canadian business of $4.8 million,
$10.4 million and $2.4 million, respectively, partially offset by a decline in specialized transportation of $2.8 million and lower revenue in the Allied brand of
$3.7 million. Revenue per shipment was higher by 9% in northAmerican due to increased weight per shipment. The improvement in SIRVA Relocation reflects the success of integrating the CRS
acquisition into our service offerings. Revenue per shipment in specialized transportation was lower by 11.3% due to a customer mix shift. Shipments were lower by 5% in Allied due to a decrease in
national account business.

Revenue
in network services for the three months ended June 30, 2003 was $7.4 million higher as compared to the three months ended June 30, 2002. The increase was
primarily due to $2.4 million incremental growth from the success of integrating the NAIT acquisition and additional market penetration for the insurance services unit's range of insurance
products.

Revenue
in transportation solutions decreased $3.6 million for the three months ended June 30, 2003 as compared to the three months ended June 30, 2002, due
primarily to a decrease in business, as compared to 2002 levels, with its largest customer.

Gross Margin.Gross margin for the three months ended June 30, 2003 was $113.9 million, an increase of
$12.1 million compared to the three months ended June 30, 2002. The increase was due primarily to $6.3 million of higher margins from our acquisitions, $2.8 million of currency impact
and $5.3 million of net growth in our other businesses. The gross margin (as a percentage of sales) was 19.7% for the three months ended June 30, 2003 and was 19.0% for the three months
ended June 30, 2002. The higher gross margin as a percent of sales is in part due to a greater mix of higher margin relocation services in the six months ended June 30, 2003 as compared
to the six months ended June 30, 2002.

General and Administrative Expenses.General and administrative expenses for the three months ended June 30, 2003 were
$86.4 million, an increase of $8.7 million compared to the three months ended June 30, 2002. The increase was primarily due to $3.7 million of expenses associated with the
incremental effect of our acquisitions made after June 30, 2002 and $2.8 million due to currency impact. The increase was also due to a year-over-year decrease in income from derivatives
of $2.2 million. As a percentage of revenue, general and administrative expenses were 15.0% for the three months ended June 30, 2003, compared to 14.5% for the three months ended
June 30, 2002.

Intangibles amortization.Intangibles amortization for the three months ended June 30, 2003 was $1.3 million as
compared to $1.0 million for the three months ended June 30, 2002. The increase is directly related to the acquisitions made in 2002.

26

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Equity Based Compensation Expense.For the three months ended June 30, 2003, we recognized $2.2 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 2003. The expense has been recorded as the
difference between the subscription or exercise price and the deemed fair value of our parent SIRVA's common and redeemable common stock on the date of grant in accordance with APB 25.

Restructuring.In the three months ended June 30, 2002, we reversed into income $0.1 million of restructuring
reserves pertaining to the logistics parts centers restructuring, which was established in 2001, as we were able to sublease certain parts centers facilities earlier than originally estimated.

Income (Loss) from Operations.Income from operations for the three months ended June 30, 2003 was
$24.0 million, an increase of $0.8 million from the same period last year. The increase was primarily due
to additional income from operations from our acquisitions, net of divestiture, partially offset by stock compensation expense in 2003.

Income
from operations in global relocation solutions for the three months ended June 30, 2003 as compared to the three months ended June 30, 2002 decreased
$1.1 million primarily due to a year-over-year decrease in income from derivatives of $2.2 million and $3.2 million decrease from specialized transportation, partially offset by
$3.7 million additional income from operations from our acquisitions net of divestiture, primarily SIRVA Relocation.

Income
from operations in network services for the three months ended June 30, 2003 was $4.2 million higher, primarily due to insurance services' higher margins due to
increased revenue and the incremental income from operations from the NAIT acquisition.

Income
from operations of $0.8 million for transportation solutions for the three months ended June 30, 2003 was $0.6 million less than the same period last year
primarily due to lower margins due to reduced business, as compared to 2002 levels, with its largest customer.

Interest Expense.Interest expense for the three months ended June 30, 2003 was $12.6 million compared to
$12.3 million in the three months ended June 30, 2002. This increase is due primarily to higher average borrowings related to our 2002 acquisitions, partially offset by lower interest
rates.

Provision for Income Taxes.For the three months ended June 30, 2003, the provision for income taxes was
$3.8 million based on pre-tax income of $11.3 million for an average tax rate of 33.2%. For the three months ended June 30, 2002, provision for income taxes was
$3.8 million based on a pre-tax income of $10.2 million for an average tax rate of 37.3%. Our estimated provision for income taxes differs from the amount computed by applying the U.S.
federal and state statutory rates. This difference is primarily due to (1) differences in the statutory rates between the U.S. and countries where we have permanently reinvested earnings and
(2) tax incentive programs for which we have qualified under the laws of certain jurisdictions.

27

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Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002.

The following table sets forth certain figures regarding our results of operations for the six months ended June 30, 2003, compared to the six months ended
June 30, 2002.

|                               |                                              | Six Months
Ended
June 30,
2003 |         | Six Months
Ended
June 30,
2002 |   | % Increase
(Decrease) from
Prior Period(a) |      
|------------------------------ | -------------------------------------------- | ------------------------------ | ------- | ------------------------------ | - | ------------------------------------------ | -----
|
|
|Operating revenues:            |                                              |                                |         |                                |   |                                            |      
|                               | Relocation SolutionsNorth America           |                                | $       | 722.2                          |   | $                                          | 676.2
|                               | Relocation SolutionsEurope and Asia Pacific |                                |         | 206.5                          |   |                                            | 181.1
|                               |                                              |                                |         |                                |   |                                            |      
|                               | Global Relocation Solutions                  |                                |         | 928.7                          |   |                                            | 857.3
|                               | Network Services                             |                                |         | 74.6                           |   |                                            | 54.1 
|                               | Transportation Solutions                     |                                |         | 46.6                           |   |                                            | 55.4 
|                               |                                              |                                |         |                                |   |                                            |      
|Operating revenues             |                                              | $                              | 1,049.9 |                                | $ | 966.8                                      |      
|                               |                                              |                                |         |                                |   |                                            |      
|Gross margin                   |                                              | $                              | 207.8   |                                |   | 182.0                                      |      
|                               | General and administrative expenses          |                                |         | 166.4                          |   |                                            | 152.4
|                               | Intangibles amortization                     |                                |         | 2.7                            |   |                                            | 1.0  
|                               | Equity based compensation expense            |                                |         | 2.2                            |   |                                            |     
|                               | Restructuring credit                         |                                |         |                               |   |                                            | (0.8 
|                               |                                              |                                |         |                                |   |                                            |      
|Income from operations         |                                              | $                              | 36.5    |                                | $ | 29.4                                       |      
|                               |                                              |                                |         |                                |   |                                            |      
|Income (loss) from operations: |                                              |                                |         |                                |   |                                            |      
|                               | Relocation SolutionsNorth America           |                                | $       | 13.9                           |   | $                                          | 9.7  
|                               | Relocation SolutionsEurope and Asia Pacific |                                |         | 6.6                            |   |                                            | 5.0  
|                               |                                              |                                |         |                                |   |                                            |      
|                               | Global Relocation Solutions                  |                                |         | 20.5                           |   |                                            | 14.7 
|                               | Network Services                             |                                |         | 17.7                           |   |                                            | 11.0 
|                               | Transportation Solutions                     |                                |         | 0.4                            |   |                                            | 3.7  
|                               | Corporate                                    |                                |         | (2.1                           | ) |                                            |     
|                               |                                              |                                |         |                                |   |                                            |      
|Income from operations         |                                              | $                              | 36.5    |                                | $ | 29.4                                       |      
|                               |                                              |                                |         |                                |   |                                            |      

---

Operating
revenues for the six months ended June 30, 2003 were $1,049.9 million, an increase of $83.1 million compared to the six months ended
June 30, 2002, primarily due to revenue of $50.7 million generated by our acquisitions net of divestiture, $24.1 million of favorable currency impact and $8.3 million of
net growth in our other businesses.

Revenue
in global relocation solutions for the six months ended June 30, 2003 increased $71.4 million as compared to the six months ended June 30, 2002, due to
acquisitions net of divestitures of $41.4 million, currency impact of $24.1 million and an increase in our other business of $5.9 million.

Within
global relocation solutions, revenue from acquisitions net of divestitures was $41.4 million, consisting of $41.0 million from the CRS acquisition,
$11.1 million from the Maison Huet, Scanvan and Rowan Simmons acquisitions, partially reduced by $10.7 million resulting from the sale of our U.K. industrial moving business in December
2002.

Revenue
in global relocation solutions also increased $24.1 million due to favorable currency impacts. For the six months ended June 30, 2003, the British pound sterling,
the Australian dollar and the Euro were stronger as compared to the U.S. dollar for the six months ended June 30, 2002 by approximately 10%, 13% and 19%, respectively.

28

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In
addition, revenue increased $5.9 million primarily due to gains in the northAmerican and SIRVA Relocation brands and our Canadian business of $9.4 million,
$9.3 million and $2.6 million, respectively, partially offset by a decline in specialized transportation of $7.4 million and lower revenue in the Allied brand of
$6.5 million. Revenue per shipment was higher by 9% in northAmerican due to increased weight per shipment. The improvement in SIRVA Relocation reflects the success of integrating the
CRS acquisition into our service offerings. Revenue per shipment was lower by 11.3% in specialized transportation primarily due to customer mix. Shipments were lower 4% in Allied due to a decrease in
national account business.

Revenue
in network services for the six months ended June 30, 2003 was $20.5 million higher as compared to the six months ended June 30, 2002. The increase was
primarily due to $13.5 million from the April 2002 acquisition of the business of NAIT and additional market penetration for the insurance services unit's range of insurance products.

Revenue
in transportation solutions decreased $8.8 million for the six months ended June 30, 2003 as compared to the six months ended June 30, 2002, due primarily to
a decrease in business from its largest customer, as compared to 2002 levels which was higher than normal.

Gross Margin.Gross margin for the six months ended June 30, 2003 was $207.8 million, an increase of
$25.8 million compared to the six months ended June 30, 2002. The increase was due primarily to $25.7 million of higher margins from our acquisitions and $7.9 million of
currency impact, partially offset by a decrease of $6.0 million in specialized transportation. The gross margin (as a percentage of sales) was 19.8% for the six months ended June 30,
2003 and was 18.8% for the six months ended June 30, 2002.

General and Administrative Expenses.General and administrative expenses for the six months ended June 30, 2003 were
$166.4 million, an increase of $14.0 million compared to the six months ended June 30, 2002. The increase was primarily due to $11.0 million of expenses associated with our
acquisitions and $7.4 million due to currency impact. The increase was also due to a year-over-year $2.0 million decrease in income from derivatives. These items were partially offset by
$2.1 million of lower general and administrative expenses as a result of continuing cost containment programs, whereby we have reduced discretionary expenses, and the effects of prior year
restructuring programs, in which headcount was reduced. As a percentage of revenue, general and administrative expenses were 16.1% for the six months ended June 30, 2003, compared to 15.8% for
the six months ended June 30, 2002.

Intangibles amortization.Intangibles amortization for the six months ended June 30, 2003 was $2.7 million as
compared to $1.0 million for the six months ended June 30, 2002. The increase is directly related to the acquisitions made in 2002.

Equity Based Compensation Expense.For the six months ended June 30, 2003, we recognized $2.2 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 2003. The expense has been recorded as the
difference between the subscription or exercise price and the deemed fair value of our parent SIRVA's common and redeemable common stock on the date of grant in accordance with APB 25.

Restructuring.In the six months ended June 30, 2002, we reversed into income $0.8 million of restructuring
reserves pertaining to the parts centers restructuring, which was established in 2001, as we were able to sublease certain parts centers facilities earlier than originally estimated.

Income from Operations.Income from operations for the six months ended June 30, 2003 was $36.5 million, an
increase of $7.1 million from the same period last year. The increase was primarily due to a net increase of $7.4 million from our acquisitions net of divestiture partially offset by
$2.2 million of equity based compensation expense.

Income
from operations in global relocation solutions for the six months ended June 30, 2003 increased $5.8 million as compared to the six months ended June 30,
2002, primarily due to $4.1 million from our acquisitions, $1.5 million incremental income from operations from the SIRVA Relocation

29

---

acquisition,
$4.4 million from our other operations and $0.4 million currency impact, partially offset by $2.6 million reduction in specialized transportation due to reduced
margins and $1.7 million of year-over-year decrease in income from derivatives.

Income
from operations in network services for the six months ended June 30, 2003 was $17.7 million, $6.7 million higher than for the same period last year. The
increase was primarily due to accretive income from operations from the NAIT acquisition of $3.3 million and incremental income from operations of $2.1 million, reflecting the sucess of
integrating the NAIT operations. This was partially offset by a year-over-year derivative loss of $0.9 million related to marking the insurance unit's investment portfolio to market.

Income
from operations in transportation solutions decreased $3.3 million for the six months ended June 30, 2003 as compared to the six months ended June 30, 2002,
primarily due to reduced margins associated with the revenue from the reduced business of transportation solution's largest customer partially offset by the reversal into income of $0.8 million
of restructuring reserves pertaining to the parts center restructuring, which was established in 2001, as we were able to sublease certain parts centers earlier than originally estimated.

Interest Expense.Interest expense for the six months ended June 30, 2003 was $25.1 million compared to
$24.8 million in the six months ended June 30, 2002. The increase is due primarily to higher average borrowings related to our 2002 acquisitions, partially offset by lower interest
rates.

Provision for Income Taxes.For the six months ended June 30, 2003, income tax expense was $3.5 million based
on pre-tax income of $11.2 million for a tax rate of 31.4%. For the six months ended June 30, 2002, income tax expense was $1.1 million based on pre-tax income of
$4.2 million for a tax rate of
26.7%. Our estimated provision of income taxes differs from the amount computed by applying the U.S. federal and state statutory rates. This difference is primarily due to (1) differences in
the statutory rates between the U.S. and countries where we have permanently reinvested earnings and (2) tax incentive programs for which we have qualified under the laws of certain
jurisdictions.

Financial Condition

The information provided below about our cash flows, debt, credit facilities, capital and operating lease obligations and future commitments is included here to
facilitate a review of our liquidity.

Consolidated Cash Flow Information

The following table presents certain cash flow information for the periods indicated. You should read this information about cash flow in conjunction with our
consolidated financial statements and the accompanying notes to those financial statements appearing elsewhere in this filing.

|                                                      |  | Six Months Ended June 30, |      
|----------------------------------------------------- |  | ------------------------- | -----
|
|Cash and cash equivalents at January 1,               |  | $                         | 42.9 
|Cash flow provided by (used for) operating activities |  |                           | (12.6
|Cash flow used for investing activities               |  |                           | (47.0
|Cash flow provided by financing activities            |  |                           | 68.4 
|Effect of translation                                 |  |                           | 2.0  
|                                                      |  |                           |      
|Cash and cash equivalents at period end               |  | $                         | 53.7 
|                                                      |  |                           |      



For the six months ended June 30, 2003 and 2002, net cash used by operating activities was $12.6 million and net cash provided by operating
activities was $32.3 million, respectively.

30

---

The
following table presents certain additional information regarding cash flow provided by (used for) operating activities, which provides a more complete understanding of the key
drivers of our cash flow performance.

|                                                                                             |  | Six Months Ended June 30, |      
|-------------------------------------------------------------------------------------------- |  | ------------------------- | -----
|
|
|Net income                                                                                   |  | $                         | 7.7  
|Adjustments to reconcile net income to cash flow
provided by (used for) operating activities |  |                           | 33.5 
|Other changes in working capital(1)                                                          |  |                           | (36.8
|                                                                                             |  |                           |      
|                                                                                             |  |                           | 4.4  
|Changes in relocation properties held for sale                                               |  |                           | (17.0
|                                                                                             |  |                           |      
|Cash flow provided by (used for) operating activities                                        |  | $                         | (12.6
|                                                                                             |  |                           |      

---

In
May 2002, we acquired SIRVA Relocation, which added a new dimension to our business. As part of our relocation product offering, we provide equity advances to relocating client
employees, and occasionally take possession of the home (and the related mortgage) under buy-out programs arranged with our corporate client. These advances and properties are classified
as current assets in our consolidated balance sheets. These assets, net of associated mortgages or client funding, are financed in large part by our relocation financing facilities. In accordance with
generally accepted accounting principles, movements in our relocation assets and corresponding payables are classified within cash flows from operations, while the corresponding funding movements are
classified within cash flows from financing operations. For internal management purposes, we exclude the impact of movements in these relocation assets from both operating and financing cash flow, as
we believe that they are of a cash-neutral nature.

For
the six months ended June 30, 2003 and 2002, net cash used for operating activities was $12.6 million and net cash provided by operating activities was
$32.3 million, respectively. Excluding the impact of our relocation assets, cash flow provided by operating activities for the six months ended June 30, 2003 was $4.4 million as
compared to $24.3 million in the comparable period of 2002. We measure a large component of working capital by tracking a calculation of average daily sales outstanding in receivables ("DSO").
DSO stood at 48 days at June 30, 2003, in line with the position at December 31, 2002. DSO stood at 50 days at June 30, 2002 as compared to 52 days at
December 31, 2001. This movement, and lower revenues, resulted in a positive working capital cash flow effect in 2002 while increased revenues with consistent DSO in 2003 has resulted in a use
of cash to support growth in the business.

Since
our acquisition of SIRVA Relocation in May 2002, we have experienced significant growth in client relocations. This significant growth has resulted in an increase in equity
advances and homes held in inventory. Consequently current assets relating to advances and relocation properties held for resale increased by $17.0 million in the first half of 2003 compared to
a decrease of $8.0 million in the first half of 2002. The 2003 increase has resulted in decreased reported cash flows from operating activities, but has not materially impacted the availability
under our other credit facilities.

We
believe that cash generated from 2003 operations, together with amounts available under the revolving credit facility and any other available source of liquidity, will be adequate to
permit us to meet

31

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our
debt service obligations, capital expenditure program requirements, ongoing operating costs and working capital needs for at least the next twelve months.



For
the six months ended June 30, 2003 and 2002, net cash used for investing activities was $47.0 million and $91.4 million, respectively. Total cash used for
acquisitions was $30.7 million and $82.9 million in the six months ended June 30, 2003 and 2002 respectively. Cash flows for acquisitions in these two interim periods represent
our acquisition of Scanvan in 2003 and NAIT, SIRVA Relocation and Maison Huet in 2002. Our capital expenditures, which we use for computer equipment, software development and transportation and
warehouse equipment, totaled $9.7 million and $17.4 million for the six months ended June 30, 2003 and 2002, respectively. Capital expenditures for 2003 are expected to range
between $25.0 million and $35.0 million, and we expect to fund these capital expenditures from our cash flows from operations. We will continue to pursue acquisitions around the world
that we believe would further strengthen our global presence or would advance our strategic position in the markets that we serve.



The
following table presents certain additional information regarding cash flow provided by (used in) financing activities, which provides a more complete understanding of the key
drivers of our cash flow performance.

|                                                        |  | Six Months Ended June 30, |      
|------------------------------------------------------- |  | ------------------------- | -----
|
|Changes in revolving credit facility                    |  | $                         | 63.5 
|Changes in long-term debt and capital lease obligations |  |                           | (14.9
|Capital contribution from SIRVA                         |  |                           |     
|Other                                                   |  |                           | 4.4  
|                                                        |  |                           |      
|                                                        |  |                           | 53.0 
|Changes in relocation financing facilities              |  |                           | 15.4 
|                                                        |  |                           |      
|Cash flow provided by financing activities              |  | $                         | 68.4 
|                                                        |  |                           |      

Cash
flows from financing activities consist primarily of bank borrowings and repayments and proceeds from the issuance of common stock by our parent that were contributed to us.

In
the six months ended June 30, 2002, we acquired businesses for a total consideration of $82.9 million, which were financed through the issuance of $56.5 million
of SIRVA common stock and $50.0 million in new bank debt. In addition, our Tranche debt was reduced by $21.9 million as the result of a required excess cash flow payment. In the six
months ended June 30, 2003, we acquired businesses for a total consideration of $30.7 million, which were financed by our revolving credit facility.

Following
our acquisition of Rowan Simmons in August 2002, we began to provide relocation related financing services to our clients in the U.K. These operations resulted in cash
inflows from our relocation financing facilities of $15.4 million in the six months ended June 30, 2003.

In
the six months ended June 30, 2003 and 2002, cash flows provided by financing activities totaled $68.4 million and $70.4 million, respectively. In each instance,
the financing activities supported our strategic acquisition program, our capital expenditures and the increase in working capital in 2003 associated with our growth.

32

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Liquidity and Capital Resources

We broadly define liquidity as our ability to generate sufficient cash flow from operating activities to meet our obligations and commitments. In addition,
liquidity includes the ability to obtain appropriate debt and equity financing and to convert into cash those assets that are no longer required to meet existing strategic and financial objectives.
Therefore, liquidity cannot be considered separately from capital resources that consist of current or potentially available funds for use in achieving long-range business objectives and meeting debt
service commitments.

Our
short-term and long-term liquidity needs will arise primarily from:



The
seasonal nature of the moving business results in increased short-term working capital requirements in the summer months. This will result in an increase in receivables which are
typically collected, and revolving credit borrowings which are typically repaid, by late fall. Due to this seasonality, we can operate with negative working capital due to the turnover of our accounts
receivable and access to our revolving credit facility.

Debt Service.Principal and interest payments under our senior credit facility and interest payments on the notes represent
significant liquidity requirements for us. Our senior credit facility is comprised of note payableTranche A, note payableTranche B and a revolving credit facility. As of
June 30, 2003, we had $624.8 million of indebtedness for borrowed money and capital leases consisting of:



33

---



As
a result, we are required to devote a substantial amount of our cash flow to service this indebtedness. We are required to repay our note payabletranche A in quarterly principal
payments over seven years and our note payabletranche B in quarterly principal payments over eight years. We are required to repay any amounts borrowed under the revolving credit
facility forming part of our senior credit facility by the seventh anniversary of the initial borrowings under the senior credit facility. All borrowings under the senior credit facility bear interest
at floating rates based upon the interest rate option elected by us.

As
of June 30, 2003, the Company had available $54.6 million under the revolving credit facility forming part of our senior credit facility to meet our future working
capital and other business needs.

Covenant Restrictions.The senior credit facility imposes restrictions on our ability to make capital expenditures.
Additionally, the senior credit facility, the indenture governing the notes and the agreements governing our parent company's senior discount debt, which at June 30, 2003 had accreted to
$61.1 million, limit our ability to incur additional indebtedness. Such restrictions could limit our ability to:



The
covenants in the senior credit facility also, among other things, limit our ability to



The
indenture governing our senior subordinated notes and the agreements governing our parent company's senior discount debt contain a number of similar restrictions.



Purchase commitments consisted of the following at June 30, 2003:

Outsourcing agreements through June 30, 2012

$
172.0Software licenses


3.2$
175.2


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We were a defendant in a personal injury suit resulting from a 1996 accident involving one of our agent's drivers. The case was tried in 1998, and we were found
liable. After appeals, a final judgment of $15.2 million was rendered in 2002 and was fully paid by us and two of our insurers. After these insurance payments and reimbursements, we have paid
$7.6 million which we believe is fully reimbursable by insurance. TIG Insurance Co. ("TIG"), one of our several co-insurers, filed suit against us, one of our subsidiaries and several other parties in
the 191st Judicial District Court of Dallas County, Texas, on September 12, 2002, contesting TIG's and other insurers' coverage obligations and seeking declaratory judgment. NAVL filed a
counterclaim and cross-claim against TIG and National Union Fire Insurance Company, seeking reimbursement for all remaining amounts that we paid in satisfaction of the judgment and associated costs
and expenses. If TIG prevails, there is the possibility that some or all of the unreimbursed portion of the payment we made may not be reimbursed. We have a reserve that we consider appropriate in the
circumstances.

We
have produced and are producing records in response to two grand jury subpoenas issued in connection with an investigation being conducted by attorneys in the Department of Justice
Antitrust Division through a grand jury in the Eastern District of Virginia. We are cooperating with the investigation and understand that numerous other companies have received similar subpoenas.

Seasonality

Our operations are subject to seasonal trends common to the moving and relocation industries. Results of our operations for the quarters ending in December and
March are typically lower than the quarters ending in June and September due to reduced shipments in the winter months. With respect to relocation solutionsNorth America, over half of its
revenue is typically generated from May through September. For movement of specialized transportation products, shipping requirements of the customer base result in higher shipment volumes at the end
of each quarter. Relocation solutionsEurope and Asia Pacific experiences seasonality with respect to residential moves; however, this is somewhat diminished by the geographic diversity of
our moving activities and involvement with other non-seasonal business services such as records management and office moving.

Recent Accounting Pronouncements

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 addresses
consolidation by business enterprises of variable interest entities. We believe the adoption of FIN 46 will not have a material effect on our operating results or financial condition. As of
June 30, 2003, we had no variable interest entities.

In
April 2003, the FASB issued Statement No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS 149"). SFAS 149 amends
and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts (collectively, referred to as derivatives) and for
hedging activities under SFAS 133. This statement is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30,
2003. We have not yet determined the effect of the adoption of SFAS 149 on our operating results or financial condition.

In
May 2003, the FASB issued Statement No. 150 "Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity" ("SFAS 150").
SFAS 150 establishes standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that a company classify a
financial instrument that is within its scope as a liability (or an asset in some circumstances). Many of those instruments were previously classified as equity. This statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise

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is
effective for the first fiscal period beginning after June 15, 2003. We believe the adoption of SFAS 150 will not have a material effect on operating results or financial condition.

Restructuring

In June 2001, our transportation solutions operating segment established a program to exit the parts center business. The charges included severance and employee
benefit costs for 293 employees, lease and asset impairment costs to shut down and exit the parts center business by the end of 2001. Due to lease terms and severance agreements, certain facility
lease payments will continue through September 2005. During the three and six months ended June 30, 2002, $0.1 million and $0.8 million, respectively, of restructuring credit
occurred when we were able to sublease certain parts center facilities earlier than originally estimated.

Forward Looking Statements

This Form 10-Q may contain forward-looking statements which include assumptions about future market conditions, operations and results. These statements are based
on current expectations and are subject to risks and uncertainties. They are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Among the many factors
that could cause actual results to differ materially from any forward-looking statements are:



36

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We
assume no obligation to update these forward-looking statements or advise of changes in the assumptions on which they were based.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We
are exposed to various interest rate risks that arise in the normal course of business. We finance our operations with borrowings comprised primarily of variable rate indebtedness.
Significant increases in interest rates could adversely affect our operating margins, results of operations and our ability to service indebtedness. A 1% rate increase would increase our gross
interest expense by $3.7 million. The interest rate swap instruments described below would reduce the annual impact of a 1% change by $1.9 million in 2003. An increase of 1% in interest rates payable
on our variable rate indebtedness would increase our net annual interest rate expense by approximately $1.9 million in the next year.

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

We
had four open interest rate swap agreements as of June 30, 2003. The intent of these agreements is to reduce interest rate risk by swapping an unknown variable interest rate
for a fixed rate. These agreements qualify for hedge accounting treatment, therefore, for the effective position of these derivatives, market rate changes are reported in accumulated other
comprehensive income. The following is a recap of each agreement.

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

Assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies for transaction purposes are
sensitive to changes in currency exchange rates. All material trade receivable balances are denominated in the host currency of the local operation. For the six months ended June 30, 2003 and
2002, we recognized a currency loss of $0.5 million and an insignificant gain, respectively, for transactional related items.

From
time to time, we utilize foreign currency forward contracts in the regular course of business to manage our exposure against foreign currency fluctuations. The forward contracts
establish the exchange rates at which we will purchase or sell the contracted amount of U.S. Dollars for specified foreign currencies at a future date. We utilize forward contracts which are
short-term in maturity (less than one year). The major currency exposures hedged by us are the Australian dollar, the British pound sterling and the Euro. The contract amounts of foreign currency
forwards at June 30, 2003 and 2002 were $52.2 million and $3.6 million, respectively. A hypothetical 10% adverse movement in foreign exchange rates applied to our foreign currency
exchange rate sensitive instruments held as of June 30, 2003 would result in a hypothetical loss of approximately $3.1 million. Because these derivatives do not qualify for hedge
accounting treatment, changes in fair value relating to these derivatives are recognized in current period earnings. For the six months ended June 30, 2003 and 2002 we recognized a loss of
$1.9 million and a gain of $0.1 million, respectively, resulting from changes in the fair value of foreign currency derivatives.

37

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

ITEM 4.    CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, our chief executive officer and chief financial officer have evaluated the effectiveness of the
design and operation of our disclosure controls and procedures within 90 days of the filing date of this quarterly report, and, based on their evaluation, the chief executive officer and chief
financial officer have concluded that these controls and procedures are effective. There were no significant changes in internal controls or in other factors that could significantly affect these
controls subsequent to the date of their evaluation. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures
are also designed to ensure that information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely
decisions regarding required disclosure.

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PART II.    OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

We were a defendant in a personal injury suit resulting from a 1996 accident involving one of our agent's drivers. The case was tried in 1998, and we were found
liable. After appeals, a final judgment of $15.2 million was rendered in 2002 and was fully paid by us and two of our insurers. After these insurance payments and reimbursements, we have paid
$7.6 million which we believe is fully reimbursable by insurance. TIG Insurance Co. ("TIG"), one of our several co-insurers, filed suit against us, one of our subsidiaries and several other parties in
the 191st Judicial District Court of Dallas County, Texas, on September 12, 2002, contesting TIG's and other insurers' coverage obligations and seeking declaratory judgment. NAVL filed a
counterclaim and cross-claim against TIG and National Union Fire Insurance Company, seeking reimbursement for all remaining amounts that we paid in satisfaction of the judgment and associated costs
and expenses. If TIG prevails, there is the possibility that some or all of the unreimbursed portion of the payment we made may not be reimbursed. We have a reserve that we consider appropriate in the
circumstances.

We
have produced and are producing records in response to two grand jury subpoenas issued in connection with an investigation being conducted by attorneys in the Department of Justice
Antitrust Division through a grand jury in the Eastern District of Virginia. We are cooperating with the investigation and understand that numerous other companies have received similar subpoenas.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

None

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None

ITEM 5.    OTHER INFORMATION

(a)   Due
to the acquisitions in 2002 and a desire to organize the business along new lines, the Company has realigned certain businesses within its segment structure. Segment
information as of and for the years ended December 31, 2002, 2001 and 2000, presented in realigned format.

|December 31, 2002:                           |  | Revenues |           | Depreciation
and
Amortization(1) |   | Income (Loss)
from
Operations |  | Total
Assets(2)
|-------------------------------------------- |  | -------- | --------- | -------------------------------- | - | ----------------------------- |  | ---------------
|Relocation SolutionsNorth America           |  | $        | 1,538,725 |                                  | $ | 22,428                        |  | $              
|Relocation SolutionsEurope and Asia Pacific |  |          | 407,972   |                                  |   | 17,058                        |  |                
|                                             |  |          |           |                                  |   |                               |  |                
|Global Relocation Solutions                  |  |          | 1,946,697 |                                  |   | 39,486                        |  |                
|Network Services                             |  |          | 125,042   |                                  |   | 3,118                         |  |                
|Transportation Solutions                     |  |          | 108,194   |                                  |   | 1,174                         |  |                
|                                             |  |          |           |                                  |   |                               |  |                
|Consolidated Totals                          |  | $        | 2,179,933 |                                  | $ | 43,778                        |  | $              
|                                             |  |          |           |                                  |   |                               |  |                

39

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|December 31, 2001:                           |  | Revenues |           | Depreciation
and
Amortization(1) |   | Income (Loss)
from
Operations |  | Total
Assets(2)
|-------------------------------------------- |  | -------- | --------- | -------------------------------- | - | ----------------------------- |  | ---------------
|Relocation SolutionsNorth America           |  | $        | 1,652,135 |                                  | $ | 25,872                        |  | $              
|Relocation SolutionsEurope and Asia Pacific |  |          | 387,081   |                                  |   | 20,104                        |  |                
|                                             |  |          |           |                                  |   |                               |  |                
|Global Relocation Solutions                  |  |          | 2,039,216 |                                  |   | 45,976                        |  |                
|Network Services                             |  |          | 84,210    |                                  |   | 659                           |  |                
|Transportation Solutions                     |  |          | 125,877   |                                  |   | 2,107                         |  |                
|                                             |  |          |           |                                  |   |                               |  |                
|Consolidated Totals                          |  | $        | 2,249,303 |                                  | $ | 48,742                        |  | $              
|                                             |  |          |           |                                  |   |                               |  |                

|December 31, 2000:                           |  | Revenues |           | Depreciation
and
Amortization(1) |   | Income (Loss)
from Operations
|-------------------------------------------- |  | -------- | --------- | -------------------------------- | - | -----------------------------
|Relocation SolutionsNorth America           |  | $        | 1,791,803 |                                  | $ | 29,053                       
|Relocation SolutionsEurope and Asia Pacific |  |          | 372,745   |                                  |   | 21,834                       
|                                             |  |          |           |                                  |   |                              
|Global Relocation Solutions                  |  |          | 2,164,548 |                                  |   | 50,887                       
|Network Services                             |  |          | 75,812    |                                  |   | 704                          
|Transportation Solutions                     |  |          | 138,334   |                                  |   | 2,289                        
|                                             |  |          |           |                                  |   |                              
|Consolidated Totals                          |  | $        | 2,378,694 |                                  | $ | 53,880                       
|                                             |  |          |           |                                  |   |                              

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|                                         |  | Year Ended
December 31, 2002
Capital Expenditures |        | Year Ended
December 31, 2001
Capital Expenditures |   | Year Ended
December 31, 2000
Capital Expenditures
|---------------------------------------- |  | ------------------------------------------------- | ------ | ------------------------------------------------- | - | -------------------------------------------------
|Relocation SolutionsNorth America       |  | $                                                 | 13,296 |                                                   | $ | 27,195                                           
|Relocation SolutionsEurope Asia Pacific |  |                                                   | 18,335 |                                                   |   | 20,840                                           
|                                         |  |                                                   |        |                                                   |   |                                                  
|Global Relocation Solutions              |  |                                                   | 31,631 |                                                   |   | 48,035                                           
|Network Services                         |  |                                                   | 1,648  |                                                   |   | 44                                               
|Transportation Solutions                 |  |                                                   | 51     |                                                   |   | 269                                              
|                                         |  |                                                   |        |                                                   |   |                                                  
|Consolidated Totals                      |  | $                                                 | 33,330 |                                                   | $ | 48,348                                           
|                                         |  |                                                   |        |                                                   |   |                                                  

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K



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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

|                       |  | NORTH AMERICAN VAN LINES, INC.
|---------------------- |  | ------------------------------
|Date November 21, 2003 |  |                               
|Date November 21, 2003 |  |                               

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