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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K/A

Amendment No. 1

|ý                                           | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------- | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2002
|OR                                         
|o                                           | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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 of incorporation)                                                                   |  | 52-1840893(I.R.S. Employer Identification No.)
|-------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|5001 U.S. Highway 30 West
P.O. Box 988
Fort Wayne, Indiana(Address of principal executive offices) |  | 46801-0988(Zip code)                          
|Registrant's telephone number, including area code:(260) 429-2511                                 
|Securities registered pursuant to Section 12(b) of the Act:None                                   
|Securities registered pursuant to Section 12(g) of the Act:None                                   

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 ý    No o

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. ý

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

The
registrant does not have a class of equity securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 and there is no public market for voting stock
of the registrant. See Part II, Item 5 of this Report.

As
of December 31, 2002 the registrant had outstanding 1,000 shares of $0.01 par value common stock.

DOCUMENTS INCORPORATED BY REFERENCENone

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TABLE OF CONTENTS

|         |  |                                                                                                |  | Page
|-------- |  | ---------------------------------------------------------------------------------------------- |  | ----
|PART I   |  |                                                                                               
|ITEM 1.  |  | BUSINESS                                                                                       |  | 1   
|ITEM 2.  |  | PROPERTIES                                                                                     |  | 10  
|ITEM 3.  |  | LEGAL PROCEEDINGS                                                                              |  | 10  
|ITEM 4.  |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                            |  | 10  
|PART II  |  |                                                                                               
|ITEM 5.  |  | MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                          |  | 11  
|ITEM 6.  |  | SELECTED FINANCIAL DATA                                                                        |  | 11  
|ITEM 7.  |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION           |  | 14  
|ITEM 7A. |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                     |  | 34  
|ITEM 8.  |  | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                    |  | 36  
|ITEM 9.  |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE           |  | 88  
|PART III |  |                                                                                               
|ITEM 10. |  | DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT                                             |  | 88  
|ITEM 11. |  | EXECUTIVE COMPENSATION                                                                         |  | 93  
|ITEM 12. |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |  | 100 
|ITEM 13. |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                 |  | 103 
|ITEM 14. |  | CONTROLS AND PROCEDURES                                                                        |  | 107 
|PART IV  |  |                                                                                               
|ITEM 15. |  | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K                               |  | 107 

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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., 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., formerly known as Allied Worldwide, Inc.

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ITEM 1.    BUSINESS

General

We are a leading global relocation and moving services company and also the largest logistics services provider among all U.S. van lines. We are a global network
manager of agents, owner/operators and company-owned branches with locations in 21 countries. Our diversified customer base includes many leading Fortune 500 and FTSE-100 companies,
private transferees and the government and military of the United States and other countries. Our business was originally organized in 1933 as a Michigan corporation. We were incorporated as a
Delaware corporation on August 20, 1993.

On
March 29, 1998, SIRVA was incorporated and capitalized by Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands exempted limited partnership
("Fund V"). A wholly owned subsidiary of SIRVA was then capitalized for the purpose of acquiring all of the capital stock of North American Van Lines from Norfolk Southern Corporation (the
"1998 Acquisition"). The 1998 Acquisition was accounted for as a purchase and resulted in a new basis of accounting for North American Van Lines. On November 19, 1999, North American Van Lines,
through SIRVA, received additional capital from Fund V for the purpose of partially financing the acquisition of the NFC Moving Services Group (the "Allied Acquisition") from Exel plc, formerly
known as NFC plc ("Exel"). On May 3 and April 12, 2002, North American Van Lines, through SIRVA, received additional capital from Clayton, Dubilier & Rice Fund VI Limited
Partnership, a Cayman Islands exempted limited partnership ("Fund VI") for the purpose of completing the acquisitions of the business ("CRS") of Cooperative Resource Services Ltd. and the
business ("NAIT") of National Association of Independent Truckers. See "Management's Discussion and Analysis of Financial Condition and Results of OperationOverview". Fund V and
Fund VI are private investment funds managed by Clayton, Dubilier & Rice, Inc. a private equity investment firm organized as a Delaware corporation.

Business Segments

We operate as a global provider of relocation services, household goods moving, business moving, storage and logistics services operating under the brand names of
SIRVA Relocation, northAmerican
Van Lines, Allied Van Lines, Global Van Lines, Allied International, Pickfords, Allied Pickfords and northAmerican Logistics, among others, with operations located throughout the United States,
Canada, the United Kingdom, Europe, Australia, New Zealand and other Asia Pacific locations. We conduct our U.S. and Canadian operations primarily through a network of exclusive domestic agents and
affiliated representatives for international moving. We conduct our other foreign operations primarily through 212 locations which we own or lease and operate directly, using selected other affiliated
representatives to complete our service offering on a worldwide basis. See "Financial Statements and Supplementary Data" for financial information about geographic areas.

We
are not dependent on any single or major group of customers or suppliers for our operating revenues. We organize our operations in five reportable segments: moving
servicesNorth America, moving servicesEurope and Asia Pacific, relocation services, insurance services and logistics services. The first three segments comprise global
relocation services. See "Financial Statements and Supplementary Data" for financial information about segments.



The moving servicesNorth America segment provides domestic and international residential moving services, operating as North American Van Lines,
Allied Van Lines and Global Van Lines, through a network of exclusive agents. It provides packing, loading, transportation, delivery and warehousing services for any type of household move in the U.S.
and Canada and also coordinates these same services for customers on a global basis. For the year ending December 31, 2002, the moving servicesNorth America segment's revenue was $1,140.0
million.

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This
business is primarily conducted through a network of approximately 1,300 exclusive northAmerican, Allied or Global agent locations in the United States and Canada. Agents are
independently owned local moving companies that provide customers with the local packing, warehousing and a portion of the hauling required to support household moves anywhere in the world. We, in
turn, provide our agents with a broad range of services including identification and coordination of hauling capacity, coordination of shipments, optimization of capacity, sophisticated transportation
and logistics technology, brand management and a variety of other marketing services.

We
participate in all lines of the residential moving interstate transportation business and have a highly diversified customer base, including (1) corporate accounts,
(2) private transferees and (3) government and military.

The
northAmerican, Allied and Global agents are the primary sales channels for most of our business activities, for which they receive commissions, and market our services locally or as
intermediaries with customers. Owner/operators are independent contractors who own and drive their tractors for us. The majority of the equipment used in the van line network is owned by our network
of agents and owner/operators. See "Agent Network" and "Owner/Operators."

For
domestic moves, we coordinate origin and destination activities through our agents. For international moves originating in the United States and Canada, our northAmerican and Global
lines act primarily as freight forwarders, arranging for cross-border transportation services with third-party providers and subcontracting with non-exclusive representatives for the
hauling, delivery and unpacking required at the destination. With respect to Allied, international moves are coordinated by Allied's international moving services network. This network consists of
Allied's wholly owned moving services companies and franchisees in the major non-U.S. markets and independent affiliated agents in major U.S. markets. Each network member is responsible
for providing origin and freight-forwarding services for moves originating in its country of operation, as well as coordinating destination services using network members in the country of delivery.
Customers moving either domestically or internationally contact local agents who obtain shipment details and provide moving cost estimates. Once a quote turns into a booking, the agents register the
move with us, and we coordinate all parties involved in the move, including the origination and processing of all documents associated with the transaction.

The
moving servicesNorth America segment has historically experienced stable pricing for its service offerings, although moving revenues are subject to seasonal swings and
competition from other van lines or service providers for available shipments. See "Competition" and "Management's Discussion and Analysis of Financial Condition and Results of
OperationSeasonality".



The moving servicesEurope and Asia Pacific segment, operating principally as Pickfords or Allied Pickfords, operates in the United Kingdom, Europe,
Australia, New Zealand and other Asia Pacific locations and provides complete domestic and international moving services. It also provides business services, including office moving and records
management in most of the aforementioned locations. This segment's revenue is completely dependent on foreign operations, and we are subject to certain customary risks inherent in carrying on business
abroad, including the effect of regulatory and legal restrictions imposed by foreign governments. For the year ending December 31, 2002, the moving servicesEurope and Asia Pacific
segment's revenue was $350.6 million.

This
business is conducted by operating local moving branches which provide similar services as agents perform in the moving servicesNorth America segment. Unlike the moving
servicesNorth America segment, the moving servicesEurope and Asia Pacific segment owns or leases property and vehicle assets used in its network.

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Operating
in the United Kingdom under the brand name Pickfords, this segment, through company-owned branches, deals directly with corporate clients, private transferees and government
departments. In Australia and New Zealand, we also provide domestic and international moving services through company-owned branches operating primarily under the Allied Pickfords brand name and some
smaller brands. In Asia, the network is a combination of company-owned branches, franchises and preferred agents, with a focus on international rather than domestic moving.

In
addition to its residential relocation services, Pickfords also provides crating services, storage services and records management which includes, among other things, the cataloging,
storage, retrieval, look-up, destruction and transportation of customers' records. Pickfords also provides a full range of office moving services involving the transportation of office
furnishings and equipment in connection with the relocation of any aspect of a business' operations throughout Europe. Similar services are offered by Allied Pickfords in Australia and New Zealand.

Allied
Arthur Pierre, based in Belgium, is a market leader in international residential moving in Belgium and also operates in Luxembourg and France. Our other operations in continental
Europe include Allied Varekamp in the Netherlands and Maison Huet in France. Allied also has operations in major cities in Eastern Europe, including Budapest, Moscow, Prague and Warsaw. We also
operate The Baxendale Insurance Company Ltd. (licensed in Ireland) as part of the moving servicesEurope and Asia Pacific segment.

This
segment has also experienced stable pricing historically for its moving service offerings in a competitive market for its services, although moving revenues are subject to seasonal
swings. See "Management's Discussion and Analysis of Financial Condition and Results of OperationSeasonality." Because we own or lease our facilities and equipment, we have some ability
to adjust pricing, labor and equipment based on regional demands.



The relocation services segment is comprised of SIRVA Relocation LLC, a Delaware limited liability company ("SIRVA Relocation") and its wholly owned subsidiaries,
which provide comprehensive global relocation services to companies and their employees from offices in the U.S. and Australia and, in early 2003, Hong Kong. The relocation services segment will also
provide comprehensive relocation services to companies and their employees from offices in the United Kingdom upon completion of our acquisition of The Rowan Group PLC and Rowan 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, from RS Acquisition Holding, LLC, a Delaware limited liability company and a
wholly owned subsidiary of SIRVA. Under the terms of the purchase agreement between RS Acquisition Holding LLC and us, we agreed to acquire Rowan Simmons no later than April 29, 2003. Our
services include home marketing assistance, home sale benefits including buyout benefits, home purchase assistance, gross-up protection, group move management, expatriate assistance, title and closing
services, title insurance, move management, van line invoice audits, temporary housing assistance, spousal and family assistance, rental assistance, expense management, policy consultation and process
management. For the year ending December 31, 2002, the relocation service segment's revenue was $69.8 million.

The
relocation services segment's revenue sources include client services fees, referral fees from real estate brokers and commissions from moving services companies. While there is
constant pressure from clients to maintain or reduce fees, client service fees have remained relatively steady. We also have engaged in significant efforts to reduce our costs and manage our
suppliers, most notably by instituting programs to reduce realtor fees and those other costs impacting relocations, in an effort to maximize and maintain the quality of services provided.

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We
also provide title agency services in Ohio through our wholly owned subsidiary, SIRVA Title Agency, Inc., an Ohio corporation formerly known as CRS Title Agency, Inc., and in 32
states through our 50% interest in National Settlement Management, LLC, an Ohio limited liability company ("National Settlement").



The insurance services segment provides a variety of coverages specifically tailored for the trucking and moving industries, including occupational accident, auto
physical damage, non-commercial liability, commercial auto liability, cargo warehouse and cargo liability. It also handles the claims resulting from these coverages. It is comprised of TransGuard
Insurance Company of America, Inc., an Illinois corporation ("TransGuard") and a multiple-line property and casualty insurance company, and NAIT. TransGuard is licensed in Illinois and also holds
licenses in 46 other states and the District of Columbia. For the year ending December 31, 2002, the insurance services segment's revenue was $81.6 million.

Sales
and marketing of the insurance services products are handled on a retail, as well as a wholesale, basis. This is accomplished through memberships in various trade organizations as
well as use of approximately 200 select independent agents.



The logistics services segment operates in North America and Europe and provides specialized transportation, handling and delivery services to principally
electronics, medical equipment and other suppliers of sensitive goods with unique service requirements. It also provides supply chain management solutions including serialized tracking, inventory and
stock management, in-transit product merge and configuration and other customized services, principally to customers with unique requirements. It also provides freight forwarding and
brokerage services to customers, as well as vehicle and driver services to us, our agents and owner-operators. For the year ending December 31, 2002, the logistics services segment's revenue was
$535.2 million.

Our
logistics services segment manages the coordination of complex supply chain networks, with a focus on high-value products that require specialized transport and handling.
Specifically, we provide our clients with integrated supply chain management, distribution facilities, turnkey new store equipment transportation and set up, freight forwarding and product assembly.
Our logistics services segment is organized into three business units:



Logistics
services manages the cost efficiency of clients' shipments primarily through its OnTrac Network, a system that combines logistics tools with 31 distribution centers and hundreds of agent
service points. We have established numerous ongoing relationships with key corporate logistics clients, including many Fortune 500 companies. No single customer represented more than 6.0% of our
logistics services revenue in 2002. These customers are located primarily in the United States, Canada and Europe, with distribution systems that range from regional to global.

This
segment is driven by corporate customers' increasing need for specialized handling of sophisticated equipment. It has traditionally been focused largely on the computer, electronics
and medical

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equipment sectors. With our fleet of trailers specifically equipped to handle the loading, unloading and hauling of sensitive, technology-based products, we can combine our physical distribution
capabilities with our logistics solutions to provide our clients with a complete package of distribution management. The specialized product delivery process is similar to that in moving services,
where corporate accounts contact local representatives to establish shipment requirements and we then coordinate the availability of our specially equipped trailers with the availability of
owner/operators who provide the tractor and perform the hauling and handling services.

Our
revenues are affected by competition from other van lines and from less-than-truckload and logistics service providers, as well as changes in business demand
for computer, electronics and other specialty products. See "Competition".

Agent Network

In our moving servicesNorth America segment we have a network of approximately 1,300 agent locations operating under the Allied, Global or north
American brand names which provide (1) local customer service, packing, loading and warehousing, (2) long-distance hauling, delivery, installation and set-up services and (3) direct sales solicitation
and customer development in the markets where they are located. The agents also own assets associated with operating their local moving and storage business (warehouse(s), tractors, trailers and
associated other packing and moving equipment) and in many instances have contracts with owner/operators or have hired employee drivers to bring hauling capacity to the network.

We
have established, long-term relationships with our branded agent network, which on an individual basis have often extended to a multi-generation affiliation with us. The relationship
with the agent network is governed by an agency contract which defines the terms and conditions of their exclusive representation of us on all interstate household goods shipments, as well as the
compensation structure for services provided. While we enter into certain short-term contracts, we will often enter into long-term contracts, which extend from 3 to 12 years in length, with selected
agents. This process provides security to both parties, and also ensures us long-term representation and revenue in key markets. We have long-term contracts in place with agents who represent
approximately 83% of U.S. moving servicesNorth America's 2002 revenue. As a result of these arrangements, we have historically experienced relatively low agent turnover and no one agent
constituted more than 5% of moving servicesNorth America's 2002 revenue.

The
logistics services segment utilizes the same agent network for a majority of the sales and a portion of the transportation, warehousing and delivery services it provides for its
specialized product customers. The agent contract provides for exclusive representation of us and also defines the compensation structure for services provided. Due to geographic concentrations of
specialized transportation customers in major markets, ten agents book approximately 60% of the specialized transportation's logistics services 2002 revenue. Approximately 90% of specialized
transportation's logistics services revenue is booked by agents who are under long-term contract with us.

Owner/Operators

Owner/operators are independent contractors who work with either us or with our agents. They:



The
owner/operators enter into contractual agreements either with us directly or through our agents who set compensation rates and other terms. Owner/operators do not generate revenue through any
sales or marketing efforts. We maintain approximately 700 company or agent owner/operators for relocation

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services and approximately 800 company owner/operators for logistics services. These owner/operators own or lease their own tractors but, in most cases, pull company/agent-owned trailers.
Owner/operators provide most of the logistics hauling capacity and supplement the residential moving fleet of agent drivers. In addition to the primary owner/operator contract for transportation, we
have also developed additional programs or services offered to owner/operators that provide us with additional sources of revenue, including tractor sales and financing, fleet service maintenance,
fuel sales and physical damage insurance coverage. As we believe is the case in general in the van line industry, we have had some difficulty in attracting and retaining qualified owner/operators.

Sales and Marketing

Our sales, customer support and marketing department evaluates target markets and sets a customer-driven sales agenda, ensures the consistency of customer
communication, directs local input through the Corporate Marketing Agent Advisory Council and provides resources for agents to locally customize advertising and sales-support programs.

Our
sales force is comprised of experienced agents and product sales specialists. We provide a broad range of professional sales training programs and customized sales management
training to our agents and employees. We also support industry association-based training and certification programs such as the American Moving and Storage Association's Certified Moving Consultant
and Registered International Mover.

Advertising
campaigns work in tandem with telephone directory advertising to create brand awareness in the industry and the market. We advertise primarily on cable television and through
national billboard buys. Advertising targets key customer segments as well as owner/operators.

Competition

The moving services business is highly competitive and fragmented. With respect to our moving servicesNorth America segment, aside from the handful
of large van lines, the industry remains extremely fragmented with many small private players that may have strong positions in local markets. We compete primarily with other van lines, independent
movers and self-storage and self-haul service providers. Some of our chief competitors in the moving servicesNorth America segment are Unigroup (United and Mayflower), Atlas and Bekins.
Quality and customer service in the moving industry are key factors in the mover selection process. We invest considerable time and effort to provide value-added services to our customers. This
service is exemplified through our history of on-time delivery, strong safety record, numerous quality recognition awards, diverse customer base and long-term agent
relationships.

With
respect to our moving servicesEurope and Asia Pacific segment, the industry is also extremely fragmented between regional, national and local companies. Many of these
companies may specialize in segments of the moving market such as international, domestic or office moving. Price is a key factor in selection of a mover, so there is a need to operate cost
effectively while maintaining high customer service standards. Our chief competitors in the moving servicesEurope and Asia Pacific segment include Crown Relocations, Britannia, TransEuro,
Amertrans, Sterling, Michael Gerson, White & Company and Interdean in residential moving and Harrow Green, Edes and Business Moves in office moving.

The
logistics services business is also highly competitive and fragmented but is consolidating because of the advantages of global distribution networks, large vehicle fleets and global
information technology systems.
In addition, consolidation is driven by customers' desire for integrated services, high growth in international and cross-border delivery segments and, in Europe, deregulation of European delivery
markets. Industry participants are acquiring, merging or forming alliances with partners that can expand global reach, breadth of services or technological capabilities in order to better enable those
participants to compete in a rapidly changing global environment. In specialized transportation services, we compete with a broad spectrum of transportation providers including freight forwarders,
brokers and various logistics providers. The primary basis of competition is in performance, specifically within our information

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technology systems. We offer sophisticated systems approaches to manage and monitor the flow of goods we are transporting and to provide attractive logistics solutions services. Both in North America
and Europe, logistics services providers are bundling services to offer single-source logistics solutions. Some of our primary competitors in supply chain management services are Ryder Logistics,
FedEx Logistics, Menlo Logistics, Deutsche Post and UPS Logistics. United Van Lines and Uni-Data continue as formidable competitors in the specialized transportation sector.

Competition
for the freight that we transport is based primarily on service, freight rate, reliability, transit times and scope of operations. In the United States, competition and the
reduction in regulation caused by the Motor Carrier Act of 1980 has created downward pressure on the logistics industry's pricing structure.

The
relocation services business is highly competitive. Our two largest competitors, Cendant and Prudential, provide relocation services as an ancillary function to their core businesses
(respectively, marketing/franchise management and insurance/financial services). The remainder of the relocation business is highly fragmented. We are one of the few relocation services providers that
does not have any real estate affiliations.

The
insurance services business within the moving and storage industry is highly competitive. We consider TransGuard to be a leading insurance carrier in this industry. With an expansion
into worker's compensation coverage, TransGuard will be one of only two carriers offering a complete insurance program for moving and storage agents. TransGuard's largest competitors include Vanliner,
Royal Sun Alliance and Protective Insurance Company.

Government Regulation

Our operations are subject to various federal, state, local and foreign laws and regulations that in many instances require permits and licenses. Our U.S. motor
carrier operations, as a common and contract carrier, are regulated by the Surface Transportation Board (the "STB") which is an independent, three-member agency within the U.S. Department of
Transportation (the "DOT"). The STB has jurisdiction similar to the former Interstate Commerce Commission (the "ICC") which includes issues such as rates, tariffs, antitrust immunity and undercharge
and overcharge claims. The DOT, and in particular the Federal Highway Safety Administration (the "FHWSA") within the DOT, also has jurisdiction over such matters as safety, the registration of motor
carriers, freight forwarders and brokers, insurance
(financial responsibility) matters, financial reporting requirements and enforcement of leasing and loading and unloading practices. In addition to motor carrier operations, we also conduct domestic
operations as a licensed or permitted freight forwarder and property broker. Many of the licenses and permits that we hold were issued by the ICC. With respect to interstate motor carrier operations,
the FHWSA is the principal regulator in terms of safety, including carrier and driver qualification, drug and alcohol testing of drivers, hours of service requirements and maintenance and
qualification of equipment.

We
are an ocean transportation intermediary pursuant to the Shipping Act of 1984, as amended. As such, we hold ocean freight forwarder licenses issued by the Federal Maritime Commission
(the "FMC") and are subject to FMC bonding requirements applicable to ocean freight forwarders. We also conduct certain operations as a non-vessel-operating common carrier ("NVOCC") and
are subject to the regulations relating to FMC tariff filing and bonding requirement bonds, and under the Shipping Act of 1984, particularly with respect to terms thereof proscribing rebating
practices. The FMC does not currently regulate the level of our fees in any material respect.

Our
U.S. customs brokerage activities are licensed by the United States Department of the Treasury and are regulated by the United States Customs Service. We are also subject to similar
regulations by the regulatory authorities of foreign jurisdictions in which we operate.

With
respect to U.S. state and Canadian provincial licenses, the permitting and licensing structure largely parallels the U.S. federal licensing regulatory structure.

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In
the United States, NAVL, Allied and Global have been participants in certain collective activities, including collective rate-making with other motor carriers pursuant to
an exemption from the antitrust laws as currently set forth in The Motor Carrier Act of 1980. Over the years, the scope of the antitrust exemption has decreased and there can be no assurance that such
exemption from the antitrust laws will continue in the future. The loss of such exemption could result in an adverse effect on our operations or financial condition.

In
Europe, including the United Kingdom, we hold "O" (operators) licenses, international transport licenses and certificates of professional competence. These licenses are approvals from
the relevant local authority permitting the operation of commercial vehicles from specified bases. One of the prerequisites for these licenses is the employment by the relevant business of individuals
who hold certain certificates of professional competence.

TransGuard
and our other insurance subsidiaries such as The Baxendale Insurance Company Ltd., which is part of our moving servicesEurope and Asia Pacific segment, are
subject to extensive supervision and
regulation by insurance regulators in their respective jurisdictions, including regulations limiting the transfer of assets, loans, or the payments of dividends from such insurance subsidiaries to
their affiliates, including us. Such regulation could limit our ability to draw on these insurance subsidiaries' assets to repay our indebtedness.

SIRVA
Title Agency, Inc. and its affiliate National Settlement must be licensed in any state in which they act as an agent to offer title insurance. SIRVA Title Agency is licensed in
Ohio and National Settlement is licensed in 32 states. Each state has a varying degree of regulatory and annual reporting requirements. In addition, in order to receive referral fees, SIRVA Relocation
is currently licensed, through individual employees, as a real estate broker in Ohio, Illinois, Colorado and Minnesota. Internal Revenue Service rules and regulations concerning home sale transactions
also have a significant impact on our relocation services segment.

Any
violation of the laws and regulations discussed above could increase claims and/or liabilities, including claims for uninsured punitive damages. Failure to maintain required permits
or licenses, or to comply with applicable regulations, including environmental permits and regulations, could subject us to fines or, in the event of a serious violation, suspension or revocation of
operating authority or criminal penalties. All of these regulatory authorities have broad powers generally governing activities such as authority to engage in motor carrier operations, rates and
charges and certain mergers, consolidations and acquisitions. Although compliance with these regulations has not had a materially adverse effect on our operations or financial condition in the past,
there can be no assurance that such regulations or any changes to such regulations will not materially adversely impact our operations in the future.

Our
international operations are conducted primarily through local branches owned or leased by various subsidiaries in 21 countries outside the United States and in a number of
additional countries through agents, franchises and non-exclusive representatives. We are subject to certain customary risks inherent in carrying on business abroad, including the effect
of regulatory and legal restrictions imposed by foreign governments. As discussed above under "Moving ServicesEurope and Asia Pacific Segment," our moving
servicesEurope and Asia Pacific operations are conducted almost exclusively outside of the United States.

Environmental Matters

Our operations are subject to a range of environmental requirements in the various foreign, federal, state and local jurisdictions in which we operate. In
particular, because we own or lease or have in the past owned or leased facilities at which underground storage tanks are located and operated, we are subject to regulations governing the design,
construction and operation of underground storage tanks and governing releases from these tanks. We have incurred, and will continue to incur, costs related to our investigation and cleanup of
releases of materials from underground storage tanks, though such costs are not expected to have a material adverse effect on our financial position, results of operations or liquidity.

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We
have been named as a potentially responsible party ("PRP") in several environmental cleanup proceedings by federal or state authorities or by other PRPs. 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. It is possible that additional claims or lawsuits involving known or unknown environmental matters
may arise in the future.

We
actively monitor our compliance with various U.S. federal, state and local environmental regulations and management believes that we are presently in material compliance with all
applicable U.S. federal, state and local environmental laws and regulations. Underground storage tanks are monitored on a regular basis by company personnel and pressure-tested periodically by
qualified third-party providers. The tanks have leak detection systems for early leak detection. Our two main fleet services facilities have environmental assessments on a regular basis. Periodic
employee training for proper hazardous material handling is performed in compliance within the required three-year cycle. Further, certain employees are trained on proper shipping
procedures, including DOT and International Air Transport Association regulations. The majority of expense for such testing and training is for personnel costs for designated trainers to monitor
compliance with foreign environmental regulations and we believe that we are presently in substantial compliance with all applicable foreign environmental laws and regulations. These compliance costs
are included in our results of operations and are not material.

We
can be expected to continue to incur ongoing capital and operating expenses to maintain compliance with applicable environmental requirements, upgrade existing equipment at our
facilities and meet new regulatory requirements. While it is not possible to predict with certainty future environmental compliance requirements, management believes that future expenditures relating
to environmental compliance requirements will not materially adversely affect our financial condition.

As
conditions may exist on our properties related to environmental problems that are latent or undisclosed, there can be no assurance that we will not incur liabilities or costs, the
amount and materiality of which cannot be reliably estimated at this time. However, based on our assessment of facts and circumstances now known, management believes it is unlikely that any identified
matters, either individually or in aggregate, will have a material adverse effect on our financial position, results of operations, or liquidity.

Trademarks

The marks northAmerican®, Allied®, Home Touch® and Worldtrac® are registered trademarks. Other brand or product
names used in this prospectus are trademarks or registered trademarks of their respective companies.

We
have been highly active in seeking protection for numerous marks and logos relating to the "northAmerican", "Allied", "Global" and "Pickfords" brands. We have actively contested
unauthorized use of the "northAmerican", "Global" and "Allied" marks. We have largely been successful, but in a few exceptional circumstances have tolerated some third-party use of similar marks in
transport-related commerce where we felt that there was no confusion by such use and no confusion was likely to occur in the future.

Employees

As of December 31, 2002, our workforce comprised approximately 6,500 employees, of which approximately 1,700 were unionized. We believe our relationships
with our employees are good. The unionized employees consisted of approximately 1,500 employees covered by union agreements in the United Kingdom and approximately 200 employees in Asia, New Zealand
and Australia and a small number of U.S. employees in our logistics services business. We have not experienced any major work stoppages in the last ten years.

9

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ITEM 2.    PROPERTIES

We own executive and administrative office space used by our moving servicesNorth America and logistics segments at our headquarters at 5001 U.S.
Highway 30 West, Fort Wayne, Indiana, which consists of approximately 385,676 square feet. We also operate warehouse space of approximately 211,860 square feet (which is primarily owned). All the
other properties used in our operations consist of freight forwarding offices, administrative offices and warehouse and distribution facilities. As of December 31, 2002, we had 269 facilities in 21
countries around the world, 27 of which were owned and 242 of which were leased. We own or lease major facilities in Westmont, Illinois used by our moving servicesNorth America and
insurance services segments, in Mayfield Heights, Ohio, used by our relocations services segment, in Canada used by our moving businessNorth America segment and throughout the United
Kingdom, Australia and New Zealand, each used by our moving servicesEurope and Asia Pacific segment and own or lease facilities at significant moving and logistics services locations in
many countries throughout the world. The following table sets forth our owned or leased properties by location.

Location

Owned

Leased

TotalUnited States and Canada

3

54

57United Kingdom and Europe

23

110

133Australia and New Zealand

1

64

65Asia (including United Arab Emirates)

0

14

14Total

27

242

269


We
believe that our office, warehouse and distribution facilities are generally well maintained and suitable to support our current and planned business needs.

ITEM 3.    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 obligation 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 been named as a potentially responsible party ("PRP") in several environmental cleanup proceedings by federal or state authorities or by other PRPs. 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. It is possible that additional claims or lawsuits involving known or unknown environmental matters
may arise in the future.

We
are involved from time to time in other routine legal matters incidental to our business. We believe that the resolution of such matters will not have a material adverse effect on our
financial position or results of operations.

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

None

10

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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established public trading market for our common stock. We are a wholly owned subsidiary of SIRVA.

ITEM 6.    SELECTED FINANCIAL DATA

We derived our selected historical financial data for the years 1999 through 2002, for the three-month period ended March 28, 1998 and for the nine month
period ended December 26, 1998 from our audited financial statements or those of our predecessor for the periods then ended. Our selected historical financial data for the periods presented
ending after November 19, 1999 (the date of completion of the Allied Acquisition) includes financial data of Allied Van Lines, Inc. and its subsidiaries that we acquired ("Allied"). The
presentation of selected historical financial data is only a summary and you should read it together with our historical financial statements and related notes.

|                                                                   |  | Predecessor(1) |       |   |   |       |   |   |         |   |   |         |  
|------------------------------------------------------------------ |  | -------------- | ----- | - | - | ----- | - | - | ------- | - | - | ------- | -
|
|
|
|
|Statement of Operations Data:                                      |  |                |       |   |   |       |   |   |         |   |   |         |  
|Operating revenues                                                 |  | $              | 207.3 |   | $ | 759.2 |   | $ | 1,159.8 |   | $ | 2,378.7 |  
|Restructuring and other unusual items(4)                           |  |                | 4.6   |   |   |      |   |   | 9.1     |   |   | 4.9     |  
|Income (loss) from operations                                      |  |                | (1.3  | ) |   | 11.5  |   |   | (1.1    | ) |   | 49.8    |  
|Income (loss) before extraordinary charge                          |  |                | (0.7  | ) |   | (1.2  | ) |   | (16.5   | ) |   | (17.1   | )
|Extraordinary chargedebt retirement, net of income tax benefit(5) |  |                |      |   |   |      |   |   | (3.4    | ) |   |        |  
|Income (loss) before cumulative effect of accounting change        |  |                | (0.7  | ) |   | (1.2  | ) |   | (19.9   | ) |   | (17.1   | )
|Cumulative effect of accounting change, net of tax(6)              |  |                |      |   |   |      |   |   |        |   |   |        |  
|Net income (loss)                                                  |  |                | (0.7  | ) |   | (1.2  | ) |   | (19.9   | ) |   | (17.1   | )
|Balance Sheet Data (at end of period):                             |  |                |       |   |   |       |   |   |         |   |   |         |  
|Cash and cash equivalents                                          |  | $              | 9.2   |   | $ | 2.1   |   | $ | 25.2    |   | $ | 43.5    |  
|Working capital                                                    |  |                | 63.2  |   |   | 31.4  |   |   | 32.7    |   |   | 13.7    |  
|Property and equipment, net                                        |  |                | 56.4  |   |   | 73.6  |   |   | 165.9   |   |   | 158.7   |  
|Total assets                                                       |  |                | 284.3 |   |   | 392.1 |   |   | 1,162.1 |   |   | 1,216.6 |  
|Total debt(7)                                                      |  |                | 0.7   |   |   | 168.6 |   |   | 554.8   |   |   | 562.6   |  
|Stockholder's equity                                               |  |                | 101.0 |   |   | 63.7  |   |   | 167.7   |   |   | 145.1   |  
|Other Data:                                                        |  |                |       |   |   |       |   |   |         |   |   |         |  
|Net cash provided by (used for) operating activities               |  | $              | 10.3  |   | $ | (1.6  | ) | $ | 11.6    |   | $ | 52.8    |  
|Capital expenditures                                               |  |                | 1.4   |   |   | 5.7   |   |   | 12.7    |   |   | 55.4    |  
|Goodwill amortization                                              |  |                |      |   |   | 0.4   |   |   | 1.0     |   |   | 10.9    |  
|Depreciation and other amortization(8)                             |  |                | 2.9   |   |   | 22.1  |   |   | 30.2    |   |   | 43.0    |  
|Ratio of earnings to fixed charges(9)                              |  |                | 0.01  |   |   | 1.74  |   |   | 0.96    |   |   | 1.63    |  

---

11

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Year Ended
December 31, 2001

Year Ended
December 31, 2000(Dollars in millions)Operating Revenues:North American Van Lines

$
2,228.8

$
2,371.9Moveline


26.6


9.0Eliminations


(6.1
)

(2.2
)Combined

$
2,249.3

$
2,378.7Net Loss:North American Van Lines

$
(2.7
)
$
(10.3
)Moveline


(8.2
)

(6.8
)Combined

$
(10.9
)
$
(17.1
)




12

---



13

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

On
July 29, 2002, RS Acquisition Holding, LLC, a Delaware limited liability company and a wholly owned subsidiary of SIRVA, acquired 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
approximately $14.0 million. The purchase price was funded from the proceeds of a bank loan. Under the terms of the purchase agreement between RS Acquisition Holding, LLC and us, we agreed to
acquire Rowan Simmons, excluding the homes inventory and associated mortgage liabilities, from RS Acquisition Holding, LLC no later than April 29, 2003 for approximately $14.0 million.
Since the transaction will be between entities under common control, the transaction will be accounted for in a manner similar to a pooling-of-interests.

On
May 3, 2002, SIRVA, through two wholly owned subsidiaries, purchased CRS, the business conducted by Cooperative Resource Services, Ltd. that provides comprehensive
relocation services to companies and their employees, including home sale services, relocation coordination services and mortgage lending services. One of these two subsidiaries, SIRVA Relocation,
which we own directly, purchased the non-mortgage lending operations net assets and equity from CRS. The mortgage lending operations of the seller were purchased by the other subsidiary, CMS Holding
LLC ("CMS Holding"), which is owned directly by SIRVA. The mortgage lending operations share common customers with the other operations of SIRVA Relocation. Subject to certain adjustments, the
combined cash purchase price for the acquisitions was approximately $60.0 million, of which $3.5 million was paid for the assets of the mortgage lending operations. Approximately
$45.0 million of the purchase price was paid in cash and $15.0 million (non-cash) was paid in notes issued by us. In addition, certain liabilities relating to the acquired
business were assumed in connection with the acquisition, including $26.6 million of indebtedness under a revolving credit facility used to fund the mortgage lending operations, which was
assumed
by CMS Holding. The cash purchase price for the acquisition, as well as approximately $24.1 million of other indebtedness of the acquired business that was retired as part of the acquisition,
were financed with proceeds of $36.5 million of cash contributions from SIRVA. SIRVA obtained those proceeds from the sale of its common stock to Fund VI, an affiliate of Fund V, the
controlling shareholder of SIRVA, and the incurrence of $50.0 million of additional senior indebtedness. The cost to acquire CRS has been preliminarily allocated to the assets acquired and
liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and liability valuations is finalized. The preliminary allocation has
resulted in acquired goodwill of $53.1 million, customer relationships of $28.7 million and covenants not to compete of $6.1 million.

On
April 12, 2002, we purchased NAIT, the business conducted by the National Association of Independent Truckers, a leading provider of insurance services to independent contract
truck drivers, for approximately $25.4 million in cash, $3.6 million in assumed net liabilities, a deferred amount of $3.0 million payable subject to the completion of certain
operating performance objectives during 2002 and 2003 and an actuarially determined amount of $7.4 million to be paid during 2003 and 2004, based on insurance losses incurred with respect to
policies issued during the year ended December 31, 2001. NAIT is an association of more than 13,800 independent contract truck drivers that provides its members with occupational accident,
physical damage and non-trucking liability insurance, as well as access to a suite of professional services. The purchase price was funded from existing cash and investment balances and
$20.0 million of cash contributions from SIRVA. SIRVA obtained those proceeds from the sale of its common stock to Fund VI. The cost to acquire NAIT has been preliminarily allocated to the
assets acquired and liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and liability valuations is finalized. The
preliminary allocation has resulted in acquired goodwill of $16.8 million, trade names of $12.3 million, member relationships of $6.1 million and a covenant not to compete of $5.8 million.

14

---

On
December 31, 2001, we completed a stock-for-stock merger with Moveline, Inc. ("Moveline"), a Delaware corporation, a majority of the outstanding
capital stock of which was owned by Fund V, under an agreement and plan of merger dated as of November 9, 2001, pursuant to which Moveline merged with one of our wholly-owned subsidiaries, with
such subsidiary as the surviving corporation. Under the terms of the merger agreement, Moveline's stockholders received a fraction of a share of the common stock of our parent, SIRVA, for each
Moveline share acquired in the merger. Immediately following the merger, we contributed the surviving subsidiary to Allied Van Lines, Inc., a Delaware corporation and another of our wholly
owned subsidiaries. Allied Van Lines subsequently merged with that subsidiary with Allied Van Lines as the surviving corporation. In connection with the stock-for-stock merger,
Fund V acquired 1,760,570 additional shares of SIRVA. Prior to the merger, Moveline had developed and marketed a proprietary information technology-based customer care solution that builds upon the
moving industry's historical van line business model. Our consolidated financial statements were restated to include the combined results of operations, financial position and cash flows of Moveline
since its inception, as though it had always been a part of us.

Due
to these acquisitions, we have realigned certain businesses within our segment structure and created two additional segments. Our operating revenues are derived from the following
five business segments: (1) our moving servicesNorth America segment, (2) our moving servicesEurope and Asia
Pacific segment, (3) our relocation services segment, (4) our insurance services segment, and (5) our logistics services segment. Segments (1) through (3) comprise
global relocation services.

Our
moving servicesNorth America segment operates under the northAmerican, Allied and Global brand names and provides two types of moving services: (1) domestic,
which provides residential moving services in the United States and Canada through a network of exclusive agents who provide the sales, packing, loading, transportation, delivery and warehousing
services and (2) international, which primarily markets to multi-national companies most often based in the United States and provides or coordinates moving services for residential shipments
destined to or originating in foreign countries using our exclusive agent network in North America and authorized representatives around the world to complete the service offering.

Our
moving servicesEurope and Asia Pacific segment operates in the United Kingdom, Europe, Australia and Asia Pacific through a network of company-owned branches that
utilize the Pickfords or Allied Pickfords brand names among others. This segment provides complete domestic and international residential moving services, including sales, packing, loading,
transportation, delivery and warehousing. It also provides records management and office and industrial relocation services.

Our
relocation services segment is comprised of SIRVA Relocation and its wholly owned subsidiaries, which operate as global providers of domestic and international relocation services to
corporate clients and their employees, including home sale services, relocation coordination services, expense management and transaction reporting.

Our
insurance services segment provides coverage against loss from certain risks, primarily cargo warehousing, commercial auto physical damage, commercial auto liability and general
liability to agents, owner-operators affiliated with us and various other parties in the transportation industry. It is comprised of TransGuard, a multiple-line property and casualty
insurance company, and NAIT, a leading provider of insurance services to independent contract truck drivers.

Our
logistics services segment consists of (1) logistics solutions, which includes finished goods distribution, order fulfillment, project-specific delivery management and the
tracking of products through the supply chain, with a focus on high-value products; (2) specialized transportation services, which facilitates the movement of computers,
electronics, telecommunications and medical equipment, trade show exhibition materials, fine art and other products that require specialized transportation, distribution or delivery solutions;
(3) network services, which provides freight forwarding and brokerage services to customers, as well as vehicle and driver services to agents and owner-operators; and (4) European

15

---

operations, which handle logistics solutions and specialized transportation of high-value products to and from major cities in the United Kingdom and Europe.

Business Trends and Initiatives

In
2002, we established the strategic objective of dramatically expanding our presence in the corporate relocation market. As a result, we acquired CRS, 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 will be
supplemented by the opening in Hong Kong of an Asia relocation center in early 2003. Our parent, SIRVA, also acquired CMS Holding, the mortgage lending arm of the CRS group, adding mortgage services
to our relocation offering, and also acquired, in July of 2002, Rowan Simmons in the U.K., the largest local provider of relocation services in that market. 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.

Our
moving services group continues to expand through acquisitions. After completing the Allied Acquisition 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, and acquired in 2002 Prime International in Australia, Total Recall in the
U.K. and Maison Huet in France.

Our
insurance 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 NAIT, which focuses on servicing the substantial community of owner/operator drivers with insurance and other professional and support services.

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 feel 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.

Critical Accounting Policies

Revenue recognition:We recognize estimated gross revenue to be invoiced to the transportation customer and all related
transportation expenses on the date a shipment is delivered or services are completed. The estimate of revenue remains in a receivable account called Delivered Not Processed ("DNP") until the customer
is invoiced. Concurrent with the DNP estimate, we recognize an accrual for Purchased Transportation Expenses ("PTE") to account for the estimated costs of packing services, transportation expenses and
other such costs associated with the service delivery. The estimate for PTE is not adjusted until we receive actual charges, which are typically within 30 days of the estimate.

In
the Relocation Services segment, fees are paid to us by corporate customers at either a fixed price per transferred employee or based upon a fixed percentage of the home's selling
price. In either case, revenue is recognized when a home sale contract with the ultimate buyer is signed. However, if we purchase a property from the transferee when no outside buyer has been located
and the property enters our inventory, revenue is not recognized on that property until the closing of a sale to an outside buyer.

16

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Additionally, fees are paid to us by company-qualified real estate agents for the listing or home purchase referral of a transferred employee.

Insurance reserves:We have first dollar coverage for principally all insurable business risks except cargo damage claims and
delay claims. Our multiple-line property and commercial liability insurance group sets its reserve rates based on a percentage of earned premium. The percentage is based on historical data, run rates
and actuarial methods.

Claims reserves:We estimate costs relating to cargo damage and delay claims based primarily on actuarial methods applied to
historical trends. For the year ended December 31, 2002, our cargo loss and damage expense was $13.4 million lower than for the year ended December 31, 2001, due to favorable
development of claim frequency and severity trends. There can be no assurance that this favorable trend will continue for the year ended December 31, 2003.

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

Income taxes:We follow Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("SFAS 109"). Under the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax laws and tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities due to a change in tax rates is
recognized in income in the period that includes the enactment date. In addition, the amounts of any future tax benefits are reduced by a valuation allowance to the extent such benefits are not
expected to be realized on a more likely than not basis.

Use of estimates:The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Some of the areas where estimation is significant are as follows:
(a) DNP is the estimated revenues associated with shipments delivered or services completed and not invoiced; (b) PTE is the associated purchased transportation expense that is estimated
corresponding to the DNP revenue; (c) accounts and notes receivable reserves for doubtful accounts are estimated based on historical write-off data to establish the uncollectible
portion of the receivables; (d) homes inventory, net of allowance for loss upon sale is estimated based on historical write-off data and current facts and circumstances; (e) costs
relating to cargo damage and delay claims are estimated based on actuarial methods; (f) an impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable from its
undiscounted cash flows and is measured as the difference between the carrying amount and fair value of the asset; and (g) insurance loss reserves are estimated utilizing third party actuaries.

17

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Results of Operations

Our operating revenues are derived from our moving servicesNorth America, moving servicesEurope and Asia Pacific, relocation services,
insurance services and logistics services segments. Gross margin is a result of operating revenues less direct expenses associated with the movement of goods or the completion of services. Direct
expenses are defined as follows for each segment.

Moving
servicesNorth America's transportation expenses are comprised of payments to:



Moving
servicesEurope and Asia Pacific's transportation expenses are similar to those of moving servicesNorth America, except that expenses incurred to provide
moving and storage services are largely in the form of direct labor and equipment expenses rather than in the form of agent or owner/operator expenses.

Relocation
services direct expenses are primarily comprised of commissions paid to realtors, home closing costs and staff expenses associated with providing relocation coordination
services.

Insurance
services direct expenses are primarily comprised of underwriting policies, payments of loss recovery to policy holders and loss adjustment expense.

Logistics
services transportation expenses are comprised of:



Operating
expenses include our insurance and claims, bad debt and general and administrative expenses. Employee compensation and benefits account for over 50% of general and
administrative expenses. Other significant components of general and administrative expenses are communication costs, rent, supplies and other purchased services.

Our
financial statements reflect operations since our acquisition by Fund V on March 29, 1998 through December 26, 1998 and for the years ended December 25,
1999 and December 31, 2000, 2001 and 2002. After our acquisition by Fund V, in accordance with Emerging Issues Task Force 91-9, "Revenue and Expense Recognition for Freight Services in
Process", we changed our accounting basis and recognize estimated revenue and direct costs when shipments are delivered. Our predecessor company recognized estimated revenue and direct costs when
shipments were loaded. Management believes the impact of this difference on reported operating revenues and income from operations is not material.

The
results of operations for the period December 28, 1997 through March 28, 1998 represents the historical results of operations of our predecessor under the ownership of Norfolk
Southern Corporation prior to the closing of the 1998 Acquisition. Solely to facilitate comparison and assessment of the trends in

18

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the results of operations, the following presentation of results of operations for the year ended December 26, 1998 was obtained by combining the historical results of operations of our
predecessor for the period from December 28, 1997 through March 28, 1998 with our results of operations for the period from March 29, 1998 through December 26, 1998 (the "1998 Period") adjusted
for the effects of purchase accounting as if the transaction had occurred as of December 28, 1997.

Prior
to the Allied Acquisition, we had operated on a fiscal calendar ending on the Saturday nearest to December 31 of each year. To coordinate our accounting calendar with
Allied's following the Allied Acquisition, we recorded the operations of North American Van Lines and its non-Allied subsidiaries for the last week of December 1999 as January 2000 business. This has
resulted in an additional week (the "2000 Additional Week") in the year ended December 31, 2000, as compared to the year ended December 31, 2001.

Our
financial and operating data for the periods ending after November 19, 1999 include financial and operating data of Allied.

The
following table sets forth the percentage relationship of certain items to our operating revenues for the periods indicated:

|(Percent of revenues)                                          |                                         | 1998
Period |      | Year Ended
December 25,
1999 |      | Year Ended
December 31,
2000 |      | Year Ended
December 31,
2001 |      | Year Ended
December 31,
2002 |     
|-------------------------------------------------------------- | --------------------------------------- | ----------- | ---- | ---------------------------- | ---- | ---------------------------- | ---- | ---------------------------- | ---- | ---------------------------- | ----
|Operating Revenues:                                            |                                         |             |      |                              |      |                              |      |                              |      |                              |     
|                                                               | Moving ServicesNorth America           |             | 52.7 | %                            | 50.5 | %                            | 57.0 | %                            | 56.9 | %                            | 52.4
|                                                               | Moving ServicesEurope and Asia Pacific |             | n/a  |                              | 3.2  | %                            | 13.6 | %                            | 14.7 | %                            | 16.1
|                                                               | Relocation Services                     |             | n/a  |                              | n/a  |                              | 0.1  | %                            | 0.1  | %                            | 3.2 
|                                                               | Insurance Services                      |             | n/a  |                              | 0.6  | %                            | 1.8  | %                            | 2.2  | %                            | 3.7 
|                                                               | Logistics Services                      |             | 47.3 | %                            | 45.7 | %                            | 27.5 | %                            | 26.1 | %                            | 24.6
|                                                               |                                         |             |      |                              |      |                              |      |                              |      |                              |     
|Operating Revenues                                             |                                         | 100.0       | %    | 100.0                        | %    | 100.0                        | %    | 100.0                        | %    | 100.0                        | %   
|                                                               | Transportation and operating expenses   |             | 99.1 | %                            | 99.3 | %                            | 97.7 | %                            | 97.4 | %                            | 95.7
|                                                               | Restructuring and other unusual items   |             | 0.4  | %                            | 0.8  | %                            | 0.2  | %                            | 0.2  | %                            | 0.0 
|                                                               |                                         |             |      |                              |      |                              |      |                              |      |                              |     
|Income (loss) from operations                                  |                                         | 0.5         | %    | (0.1                         | )%   | 2.1                          | %    | 2.4                          | %    | 4.3                          | %   
|                                                               | Interest expense                        |             | (1.6 | )%                           | (1.9 | )%                           | (2.8 | )%                           | (2.8 | )%                           | (2.4
|                                                               |                                         |             |      |                              |      |                              |      |                              |      |                              |     
|Income (loss) before taxes                                     |                                         | (1.1        | )%   | (2.0                         | )%   | (0.7                         | )%   | (0.4                         | )%   | 1.9                          | %   
|                                                               | Income tax provision (benefit)          |             | (0.3 | )%                           | (0.6 | )%                           | 0.0  | %                            | 0.1  | %                            | 0.7 
|Discontinued operations/extraordinary charge/cumulative effect |                                         | n/a         |      | (0.3                         | )%   | n/a                          |      | (0.0                         | )%   | n/a                          |     
|                                                               |                                         |             |      |                              |      |                              |      |                              |      |                              |     
|Net income (loss)                                              |                                         | (0.8        | )%   | (1.7                         | )%   | (0.7                         | )%   | (0.5                         | )%   | 1.2                          | %   
|                                                               |                                         |             |      |                              |      |                              |      |                              |      |                              |     

19

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

The following table sets forth certain figures regarding our results of operations for the year ended December 31, 2002, compared to the year ended
December 31, 2001.

|                               |                                         | Year Ended
December 31,
2002 |         | Year Ended
December 31,
2001 |   | % Increase
(Decrease) from
Prior Period(a) |        
|------------------------------ | --------------------------------------- | ---------------------------- | ------- | ---------------------------- | - | ------------------------------------------ | -------
|
|Operating revenues:            |                                         |                              |         |                              |   |                                            |        
|                               | Moving ServicesNorth America           |                              | $       | 1,140.0                      |   | $                                          | 1,280.6
|                               | Moving ServicesEurope and Asia Pacific |                              |         | 350.6                        |   |                                            | 330.4  
|                               | Relocation Services                     |                              |         | 69.8                         |   |                                            | 2.0    
|                               |                                         |                              |         |                              |   |                                            |        
|                               | Global Relocation Services              |                              |         | 1,560.4                      |   |                                            | 1,613.0
|                               | Insurance Services                      |                              |         | 81.6                         |   |                                            | 48.3   
|                               | Logistics Services                      |                              |         | 535.2                        |   |                                            | 588.0  
|                               |                                         |                              |         |                              |   |                                            |        
|Operating revenues             |                                         | $                            | 2,177.2 |                              | $ | 2,249.3                                    |        
|                               |                                         |                              |         |                              |   |                                            |        
|Gross margin                   |                                         |                              | 459.3   |                              |   | 436.9                                      |        
|                               | Operating expenses                      |                              |         | 364.9                        |   |                                            | 378.7  
|                               | Restructuring and other unusual items   |                              |         | 0.4                          |   |                                            | 4.9    
|                               |                                         |                              |         |                              |   |                                            |        
|Income from operations         |                                         | $                            | 94.0    |                              | $ | 53.3                                       |        
|                               |                                         |                              |         |                              |   |                                            |        
|Income (loss) from operations: |                                         |                              |         |                              |   |                                            |        
|                               | Moving ServicesNorth America           |                              | $       | 39.4                         |   | $                                          | 17.1   
|                               | Moving ServicesEurope and Asia Pacific |                              |         | 24.7                         |   |                                            | 24.5   
|                               | Relocation Services                     |                              |         | 8.4                          |   |                                            | (0.9   
|                               |                                         |                              |         |                              |   |                                            |        
|                               | Global Relocation Services              |                              |         | 72.5                         |   |                                            | 40.7   
|                               | Insurance Services                      |                              |         | 23.6                         |   |                                            | 15.8   
|                               | Logistics Services                      |                              |         | (2.1                         | ) |                                            | (3.2   
|                               |                                         |                              |         |                              |   |                                            |        
|Income from operations         |                                         | $                            | 94.0    |                              | $ | 53.3                                       |        
|                               |                                         |                              |         |                              |   |                                            |        

---

Shipment
counts are a measure of activity commonly used by the transportation industry. The following table represents shipments handled by the moving servicesNorth America
and logistics services segments. A moving servicesNorth America shipment is the movement of household goods from the point of origin to the final destination. Logistics services shipments
represent the movement of truckload or less-than-truckload quantities of products from the point of origin to the final destination. Our moving servicesEurope and Asia Pacific segment,
which operates outside of North America (principally in the United Kingdom and Australia), primarily generates revenues from the following activities: domestic moving, international moving, business
moving services and records management. While shipments are an indicator of revenue in residential moving, aggregate shipment counts for our moving servicesEurope and Asia Pacific segment
are not routinely prepared and therefore are not provided.

|                               |                            | Number of Shipments |         |  |        
|------------------------------ | -------------------------- | ------------------- | ------- |  | -------
|
|Moving ServicesNorth America: |                            |                     |         |  |        
|                               | U.S. and Canada            |                     | 216,700 |  | 238,800
|                               | International              |                     | 29,400  |  | 34,200 
|Logistics Services:            |                            |                     |         |  |        
|                               | Specialized transportation |                     | 381,200 |  | 394,600
|                               | European operations        |                     | 354,300 |  | 380,300

20

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Operating Revenues.Operating revenues for the year ended December 31, 2002 were
$2,177.2 million, a decrease of $72.1 million compared to the same period in 2001 primarily as a result of the factors discussed below.

Revenue
in moving servicesNorth America for the year ended December 31, 2002 decreased $140.6 million or 11% as compared to the year ended December 31,
2001 due primarily to the continuation of the general economic slowdown. Shipments were lower by approximately 10%, 7% and 14% in the Allied and northAmerican lines and in the international unit,
respectively. The percentage of revenue decrease in the Allied and northAmerican lines was higher than the percentage decrease in shipments primarily due to the mix of customers served.

Revenue
in moving servicesEurope and Asia Pacific increased $20.2 million in the year ended December 31, 2002 as compared to the year ended December 31,
2001. This was primarily due to a favorable currency impact of $18.0 million and an increase in Asia Pacific revenue, as Asia business and the domestic and international moving business in
Australia improved. Records management business also improved for the year ended December 31, 2002 as compared to the year ended December 31, 2001. This was partially offset by softness
in industrial moving in the United Kingdom. For the year ended December 31, 2002, the Pound Sterling, the Australian dollar and the Euro were stronger as compared to the year ended
December 31, 2001 by approximately 4%, 5% and 5%, respectively, when translated into the weaker U.S. dollar.

Revenue
in relocation services for the year ended December 31, 2002 was $67.8 million higher as compared to the year ended December 31, 2001. The increase was due to
the CRS acquisition.

Revenue
in insurance services for the year ended December 31, 2002 was $33.3 million higher as compared to the year ended December 31, 2001. The increase was due to
the NAIT acquisition, a general increase in rates and additional market penetration.

Revenue
in logistics services decreased $52.8 million in the year ended December 31, 2002 as compared to the year ended December 31, 2001 due to reduced shipments
within specialized transportation and reduced activity levels in freight forwarding, due to the general economic slowdown, particularly in the technology and telecommunications sectors. Revenues were
also $14.5 million lower than in the year ending December 31, 2001 because we exited the parts center business at the end of 2001. These reductions were partially offset by new volume in
logistics solutions due to the addition of new customers and increased program volume with existing customers.

Gross Margin.Gross margin for the year ended December 31, 2002 was $459.3 million, an increase of
$22.4 million compared to the year ended December 31, 2001. The gross margin (as a percentage of sales) was 21.1% for the year ended December 31, 2002 and was 19.4% for the year ended
December 31, 2001. The increase was primarily due to $33.9 million from acquisitions and, to a lesser
extent, customer mix and operating and service delivery efficiencies, partially offset by the margin effect of the volume shortfall.

Operating Expenses.Operating expenses for the year ended December 31, 2002 were $364.9 million, a decrease of
$13.8 million compared to the year ended December 31, 2001. Cargo loss and damage expenses were $13.4 million lower than in the same period in the prior year due to favorable
development of claim frequency and severity trends. We are continuing cost containment programs such as delayering the organization and generally reducing discretionary expenses. Effective January
2002, we adopted Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets", under which goodwill is no longer amortized but is reviewed at least annually for impairment. The
resultant decrease due to the elimination of goodwill amortization was $10.9 million. Partially offsetting the above were $19.7 million of higher general and administrative expenses due
to incremental expenses of our acquisitions. As a percentage of revenue, operating expenses were 16.8% for the year ended December 31, 2002, which approximated the ratio for the year ended
December 31, 2001.

21

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Restructuring and other unusual items.In the year ended December 31, 2002, we incurred $0.4 million of
restructuring and other unusual items, comprised of $7.1 million of software impairment charges due to a reduction in the number of software modules implemented as a result of a change in
business strategy in logistics services and $4.6 million of expenses related to the December 2002 SIRVA headquarters building move. These amounts were partially offset by $7.4 million of
pension and retiree medical curtailment gain due to the freezing of the U.S. pension plan and the reduction of retiree medical benefits, $3.0 million of gain from the sale of our U.K. industrial
moving business and a $0.9 million restructuring credit pertaining to the logistics parts centers due to our entering into subleases of certain parts centers facilities earlier than originally
estimated. In the year ended December 31, 2001, we incurred $4.9 million of expense, due primarily to the logistics parts center restructuring.

Income (Loss) from Operations.Income from operations for the year ended December 31, 2002 was $94.0 million,
compared to $53.3 million for the same period in 2001 as a result of the factors discussed below.

Income
from operations in moving servicesNorth America for the year ended December 31, 2002 as compared to the year ended December 31, 2001 increased
$22.3 million primarily due to $12.3 million of lower cargo loss and damage expense, $20.1 million of reduced general and administrative expenses and the elimination of goodwill
amortization, which was $4.8 million for the year ended December 31, 2001. Income from operations in moving servicesNorth American for the year ended December 31,
2002 was also higher than for the year ended December 31, 2001 due to the expenses associated with the January 2001 agent convention and $2.6 million of pension and retiree medical
curtailment gain. These favorable variances were partially offset by $13.9 million of lower Allied and northAmerican lines margins as a result of the volume decrease and $3.5 million of
expenses related to the December 2002 SIRVA headquarters move.

Income
from operations in moving servicesEurope and Asia Pacific increased $0.2 million for the year ended December 31, 2002 as compared to the year ended
December 31, 2001. This was primarily due to higher gross margin due to revenue mix and the elimination of goodwill amortization, which was $4.5 million for the year ended
December 31, 2001. On December 28, 2002, we sold our U.K. industrial moving business, resulting in a gain of $3.0 million. These favorable variances were partially offset by an
increase in general and administrative expenses, due primarily to $2.6 million of severance costs and $1.8 million of increased customer claims and a year-over-year decrease of
$0.7 million relating to gains on outstanding foreign currency exchange contracts.

Income
from operations in relocation services for the year ended December 31, 2002 as compared to the year ended December 31, 2001 increased $9.3 million primarily
due to the CRS acquisition.

Income
from operations in insurance services for the year ended December 31, 2002 as compared to the year ended December 31, 2001 increased $7.8 million primarily
due to higher margins due to increased revenue, the NAIT acquisition and a year-over-year derivative gain of $0.7 million.

Loss
from operations in logistics services for the year ended December 31, 2002 was $2.1 million, an improvement of $1.1 million compared to the year ended
December 31, 2001 due to lower general and administrative expenses, the elimination of $1.6 million of goodwill amortization and $4.5 million of pension and retiree medical
curtailment gain. In the year ended December 31, 2001, losses related to the parts centers business, which we exited at the end of 2001, were $6.6 million. These favorable variances were
partially offset by lower margins due to the reduction in specialized transportation shipment volume and reduced activity in freight forwarding and $7.1 million of software impairment charges.

Interest Expense.Interest expenses for the year ended December 31, 2002 were $52.2 million compared to
$62.0 million in the year ended December 31, 2001. This decrease is due primarily to lower interest rates and lower average borrowings.

Provision for Income Taxes.For the year ended December 31, 2002, income tax expense was $14.1 million based on
pre-tax income of $41.2 million. For the year ended December 31, 2001, the income

22

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tax provision was $1.9 million based on a pre-tax loss of $8.8 million. Our estimated provision for income taxes differs from the amount computed by applying the federal and state
statutory rates. The income tax rate difference for the year ended December 31, 2002 was improved over the statutory rate for the year ended December 31, 2001 primarily due to the
elimination of goodwill amortization expense. For the year ended December 31, 2001, this difference is primarily due to (1) the non-deductibility of certain items, primarily goodwill
amortization, expensed for book purposes and (2) limitations that exist on the availability of certain foreign income tax credits. These items created taxable income that is greater than income
reported for financial statement purposes for the year ended December 31, 2001.

Year Ended December 31, 2001 Compared to Year Ended December 31, 2000

The following table sets forth certain figures regarding our results of operations for the year ended December 31, 2001, compared to the year ended
December 31, 2000.

|                               |                                         | Year
Ended
December 31,
2001 |         | Year
Ended
December 31,
2000 |   | % Increase
(Decrease) from
Prior Period(a) |        
|------------------------------ | --------------------------------------- | ---------------------------- | ------- | ---------------------------- | - | ------------------------------------------ | -------
|
|Operating revenues:            |                                         |                              |         |                              |   |                                            |        
|                               | Moving ServicesNorth America           |                              | $       | 1,280.6                      |   | $                                          | 1,356.1
|                               | Moving ServicesEurope and Asia Pacific |                              |         | 330.4                        |   |                                            | 323.4  
|                               | Relocation Services                     |                              |         | 2.0                          |   |                                            | 1.8    
|                               |                                         |                              |         |                              |   |                                            |        
|                               | Global Relocation Services              |                              |         | 1,613.0                      |   |                                            | 1,681.3
|                               | Insurance Services                      |                              |         | 48.3                         |   |                                            | 43.9   
|                               | Logistics Services                      |                              |         | 588.0                        |   |                                            | 653.5  
|                               |                                         |                              |         |                              |   |                                            |        
|Operating revenues             |                                         | $                            | 2,249.3 |                              | $ | 2,378.7                                    |        
|                               |                                         |                              |         |                              |   |                                            |        
|Gross margin                   |                                         |                              | 436.9   |                              |   | 446.6                                      |        
|                               | Operating expenses                      |                              |         | 378.7                        |   |                                            | 391.9  
|                               | Restructuring                           |                              |         | 4.9                          |   |                                            | 4.9    
|                               |                                         |                              |         |                              |   |                                            |        
|Income from operations         |                                         | $                            | 53.3    |                              | $ | 49.8                                       |        
|                               |                                         |                              |         |                              |   |                                            |        
|Income (loss) from operations: |                                         |                              |         |                              |   |                                            |        
|                               | Moving ServicesNorth America           |                              |         | 17.1                         |   |                                            | 9.6    
|                               | Moving ServicesEurope and Asia Pacific |                              |         | 24.5                         |   |                                            | 21.9   
|                               | Relocation Services                     |                              |         | (0.9                         | ) |                                            | 0.6    
|                               |                                         |                              |         |                              |   |                                            |        
|                               | Global Relocation Services              |                              |         | 40.7                         |   |                                            | 32.1   
|                               | Insurance Services                      |                              |         | 15.8                         |   |                                            | 15.1   
|                               | Logistics Services                      |                              |         | (3.2                         | ) |                                            | 2.6    
|                               |                                         |                              |         |                              |   |                                            |        
|Income from operations         |                                         | $                            | 53.3    |                              | $ | 49.8                                       |        
|                               |                                         |                              |         |                              |   |                                            |        

---

Shipment
counts are a measure of activity commonly used by the transportation industry. The following table represents shipments handled by the moving
servicesNorth America and logistics services segments. A moving servicesNorth America shipment is the movement of household goods from the point of origin to the final
destination. Logistics services shipments represent the movement of truckload or less-than-truckload quantities of products from the point of origin to the final destination.
Our moving servicesEurope and Asia Pacific segment, which operates outside of North America (principally in the United Kingdom and Australia), primarily generates revenues from the
following activities: domestic moving, international moving, business moving services and records management. While shipments are an indicator of revenue in residential moving, aggregate shipment
counts for our moving servicesEurope and Asia Pacific segment are not routinely prepared and therefore are not provided.

23

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|                    |                            | Number of Shipments |         |  |        
|------------------- | -------------------------- | ------------------- | ------- |  | -------
|
|Van line network:   |                            |                     |         |  |        
|                    | U.S. and Canada            |                     | 238,800 |  | 271,200
|                    | International              |                     | 34,200  |  | 41,600 
|Logistics services: |                            |                     |         |  |        
|                    | Specialized transportation |                     | 394,600 |  | 443,500
|                    | European operations        |                     | 380,300 |  | 313,700

Operating Revenues.Operating revenues for the year ended December 31, 2001 were
$2,249.3 million, a decrease of $129.4 million compared to the same period in 2000 primarily as a result of the factors discussed below.

Revenue
in moving servicesNorth America for the year ended December 31, 2001 decreased $75.5 million as compared to the year ended December 31, 2000 due
primarily to the general economic slowdown which resulted in lower shipment activity in the Allied and northAmerican lines and the international unit. These shortfalls were partially offset by
increased revenue per shipment in the Allied and northAmerican lines. The percentage of revenue decrease in the Allied and northAmerican lines was lower than the percentage decrease in shipments due
to the mix of customers served and higher revenue per shipment.

Revenue
in moving servicesEurope and Asia Pacific increased $7.0 million in the year ended December 31, 2001 as compared to the year ended December 31,
2000. This was primarily due to underlying growth on a local currency basis in records management, increased volume in the residential moving business in the United Kingdom and industrial moving
business improvement year-over-year. The Australia unit of Asia Pacific also showed improvement due primarily to an increase in international moving. New Zealand increased its revenue due to an
acquisition made in late 2000. This was partially offset by an unfavorable currency impact of $19.8 million. For the year ended December 31, 2001, the Pound Sterling, the Australian
dollar and the Euro were weaker as compared to the year ended December 31, 2000 by approximately 5%, 11% and 3%, respectively, when translated into the relatively stronger U.S. Dollar.

Revenue
in relocation services for the year ended December 31, 2001 increased to $2.0 million from $1.8 million for the year ended December 31, 2000.

Revenue
in insurance services for the year ended December 31, 2001 increased to $48.3 million from $43.9 million in the year ended December 31, 2000. The
increase was due to additional product offerings and an expanded customer base.

Revenue
in logistics services decreased $65.5 million in the year ended December 31, 2001 as compared to the year ended December 31, 2000 due primarily to the
elimination of $14.1 million of revenue associated with the home delivery business, reduced activity levels totaling $15.6 million of revenue in the parts center business which reflects
the loss of a major customer (we exited the parts center business at the end of 2001), lower volume in specialized transportation, principally due to the general economic slowdown and a
$12.5 million decrease in special product division revenue due to loss of the
special products division's largest agent in late 2000. The agent terminated its relationship with us in order to serve another van line, due to contract pricing differences. The special products
division primarily hauls specialty products such as medical and fitness equipment and tradeshow-related items. These decreases were partially offset by higher solutions volume due to the addition of
new customers and the addition of new business in the European operations.

Gross Margin.Gross margin for the year ended December 31, 2001 was $436.9 million, a decrease of
$9.7 million compared to the year ended December 31, 2000. The decrease was due primarily to a

24

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shipment volume decline due to the general economic slowdown. The gross margin (as a percentage of sales) was 19.4% for the year ended December 31, 2001 and was 18.8% for the year ended
December 31, 2000. This increase was due primarily to customer mix and operating and service delivery efficiencies.

Operating Expenses.Operating expenses for the year ended December 31, 2001 were $378.7 million, a decrease of
$13.2 million compared to the year ended December 31, 2000. The decrease is due to reduced shipment volume, which resulted in reduced cargo and related claims expense. As a percentage of
revenue, operating expenses were 16.8% for the year ended December 31, 2001, compared to 16.5% for the year ended December 31, 2000. The increase was due primarily to incremental systems
expenses aimed at enhancing applications in our logistics services segment.

Restructuring.In the year ended December 31, 2001, we incurred $4.9 million of restructuring expense, of which
$4.3 million relates to the exiting of the logistics services parts center business and headcount reductions and $0.6 million relates to the Branch System. In the year ended
December 31, 2000, we incurred $2.7 million of costs relating to the Branch System and $2.2 million of restructuring charges in connection with our Fast Forward program.

Income (Loss) from Operations.Income from operations for the year ended December 31, 2001 was $53.3 million,
compared to $49.8 million for the same period in 2000 as a result of the factors discussed below.

Income
from operations in moving servicesNorth America for the year ended December 31, 2001 as compared to the year ended December 31, 2000 increased
$7.5 million primarily due to lower cargo claims-related expense and reduced bad debt and depreciation expense. General and administrative expenses were also lower than in the same period in
2000. These favorable variances were partially offset by lower Allied and northAmerican lines margins as a result of the general economic slowdown, the expenses associated with the January 2001
agent convention and the margin effect of the 2000 Additional Week in the northAmerican line.

Income
from operations for moving servicesEurope and Asia Pacific increased $2.6 million in the year ended December 31, 2001 as compared to the year ended
December 31, 2000. Margins were higher, with improvement in Australia and New Zealand offset by lower margins in the residential moving business in the United Kingdom. Depreciation expense was
lower and there was additional restructuring expense that occurred in 2000. The 2001 favorable variance in income from operations was partially offset by an unfavorable currency impact of
$1.2 million and lower year-over-year gains relating to outstanding foreign currency exchange contracts.

Relocation
services loss from operations for the year ended December 31, 2001 was $0.9 million, while for the year ended December 31, 2000, income from operations
was $0.6 million. The decrease was primarily due to additional general and administrative expenses for the year ended December 31, 2001.

Insurance
services income from operations for the year ended December 31, 2001 increased to $15.8 million from $15.1 million for the year ended December 31, 2000. The increase was a
result of higher margins due to additional product offerings and an expanded customer base.

Loss
from operations in logistics services for the year ended December 31, 2001 was $3.2 million, a decrease of $5.8 million compared to the year ended
December 31, 2000 due to lower margins in specialized transportation and in the parts centers partially offset by improved margins in programs. Also contributing to the unfavorable performance
was $3.3 million of additional restructuring expense year-over-year consisting of severance and employee benefit costs, lease and asset impairment costs related to the exiting of the parts
center business and incremental systems expenses aimed at enhancing solutions applications, partially offset by reduced depreciation expense. The margin effect of the 2000 Additional Week also
contributed to the unfavorable variance.

25

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Interest Expense.Interest expense for the year ended December 31, 2001 was $62.0 million compared to
$67.3 million in the year ended December 31, 2000. This decrease was due primarily to lower interest rates. The decrease in interest expense was partially offset by $3.3 million
of interest paid on the Allied Acquisition purchase price adjustment.

Income Tax Provision (Benefit).For the year ended December 31, 2001, the income tax provision was $1.9 million
based on a pre-tax loss of $8.8 million. For the year ended December 31, 2000, the income tax benefit was less than $0.1 million based on a pre-tax loss of $17.1 million.
Our estimated provision for income taxes differs from the amount computed by applying the federal and state statutory rates. This difference was primarily due to (1) the
non-deductibility of amortization expense associated with certain intangible assets and (2) limitations that exist on the availability of certain foreign income tax credits. These
items create taxable income that is greater than income reported for financial statement purposes.

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.

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
December 31,

26

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2002, we had $543.6 million of indebtedness comprised of indebtedness for borrowed money and capital leases consisting of:



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.

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 December 31, 2002 had accreted to
$56.6 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.

27

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Cash Flows from Operating Sources.We believe that cash generated from 2003 operations, which was $84.0 million for
the year ended December 31, 2002, together with amounts available under the revolving credit facility and any other available source of liquidity, will be adequate to permit us to meet our debt
service obligations, capital expenditure program requirements, ongoing operating costs and working capital needs for at least the next twelve months.

Cash Flows from Investing Sources.Capital expenditures for 2003 are expected to range between $30.0 million and
$40.0 million for computer equipment, software development and transportation and warehouse equipment. 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.

Cash Flows from Financing Sources.Our future operating performance and ability to service or refinance the notes and to
repay, extend or refinance our senior credit facility will be subject to, among other things, future economic conditions and to financial, business and other factors, many of which are beyond our
control.

During
2002, our Tranche debt was reduced by $21.9 million as the result of a required excess cash flow payment. Our credit agreement requires us to use 50% of the prior year's
excess cash flow, as defined in the credit agreement governing our senior credit facility, as a permanent prepayment of Tranche debt. Funds were borrowed from the revolving credit facility to repay
the Tranche debt. Of the amount paid, $4.2 million replaced principal payments due at that time, with the remaining $17.7 million reducing future principal payment. The primary driver of
the 2001 excess cash flow was the significant reduction in our working capital. Accounts receivable days sales outstanding fell from 62 days at the end of 2000 to 49 days at the end of
2001. For the year ended December 31, 2002, we had no excess cash flow payment required.

In
connection with the purchase of the relocation services business of CRS on May 3, 2002, we borrowed an additional $50.0 million under the note
payableTranche B facility. See "Overview."

The
following table provides a summary, as of December 31, 2002, of our contractual obligations related to long-term debt, leases and other commercial commitments:

|                                   |  |   |         | Payments Due by Period
|---------------------------------- |  | - | ------- | ----------------------
|
|
|Long-Term Debt                     |  | $ | 523.5   |                       
|Capital Lease Obligations          |  |   | 19.0    |                       
|Operating Leases                   |  |   | 278.8   |                       
|Unconditional Purchase Obligations |  |   | 182.6   |                       
|                                   |  |   |         |                       
|Total Contractual Cash Obligations |  | $ | 1,003.9 |                       
|                                   |  |   |         |                       

We
guarantee certain operating lines of credit maintained by wholly owned foreign subsidiaries. As of December 31, 2002 and December 31, 2001, the outstanding balance was
$1.1 million and $1.2 million, respectively.



On July 1, 2002, we entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide selected outsourcing
services for our domestic information systems infrastructure, including data center operations and telecommunications and certain application software development. Covansys Corporation is a related
party, as approximately 24% of its outstanding common stock is owned by Fund VI. As of December 31, 2002, the remaining purchase commitment was $176.4 million.

28

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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.

Off Balance Sheet Arrangements

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

Related Party Transactions

We are parties to a consulting agreement with Clayton, Dubilier & Rice, Inc. whereby Clayton, Dubilier & Rice, Inc. receives a management fee for financial
advisory and management consulting services. For the years ended December 31, 2002, 2001 and 2000, such fees were $1.375 million, $1.375 million, and $0.4 million,
respectively.

We
have guaranteed loans made by a third-party lender in aggregate principal amounts of $0.8 million and $0.021 million as of December 31, 2002 and 2001,
respectively, to various members of management, including certain of our executive officers, in connection with their investment in SIRVA. We would become liable for such amounts in the event that a
member of management would fail to repay the principal and interest, when due. These loans mature in May 2004 and bear interest at the prime rate plus 1.0%. All loans to members of management were
made prior to passage of the Sarbanes-Oxley Act. Subsequent to its passage, we adopted a policy prohibiting us from making loans to or guaranteeing loans of executive officers.

See
"Certain Relationships and Related Party Transactions."

Foreign Currency Translation

The future magnitude and direction of foreign currency translation adjustments depends on the relationship of the U.S. Dollar to other foreign currencies. The
effects of foreign currency fluctuations in our foreign operations are somewhat mitigated by the fact that the majority of expenses are incurred in the same currency in which corresponding revenues
are generated.

29

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Operating
revenues from operations outside of the United States during 2002 amounted to $459.3 million, or 21.1% of our operating revenues. At December 31, 2002,
approximately 35.8% of our total long-lived assets were denominated in currencies other than the U.S. Dollar. The functional currency for our international subsidiaries is the local currency for the
country in which the subsidiaries own their primary assets. We have operations in several foreign countries including those that use the Canadian dollar, the British pound sterling, the Australian
dollar or the Euro as their functional currencies.

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

Inflation

We believe that inflation generally does not have a material effect on the results of our operations.

Retirement Plans

The domestic defined pension plans were amended effective April 1, 2002 for the purpose of combining the plans into one benefit plan covering all domestic
employees. This single pension plan was then frozen effective December 31, 2002, which triggered curtailment accounting treatment due to the elimination of benefits earned for future years of
service. The curtailment amounts were recorded in the results of operations as an unusual item for the year ended December 31, 2002.

The
postretirement medical plan covering certain domestic employees was amended effective April 1, 2002 to include substantially all of our domestic employees. The amendment also
eliminated after age 65 benefits previously associated with this plan. Effective December 31, 2002, the plan was amended to eliminate any subsidies to employees that have not reached 50 years
of age with a minimum of ten years of service as of December 31, 2002. This amendment triggered curtailment accounting treatment. The curtailment amounts were recorded in the results of
operations as an unusual item for the year ended December 31, 2002.

The
total amount of pension and retiree curtailment gain for the year ended December 31, 2002 was $7.4 million.

Retirement
plan expenses and obligations are dependent on assumptions used in calculating such amounts. These assumptions include discount rate, rate of compensation increases and
expected return on plan assets. In accordance with U.S. GAAP, actual results that differ from the assumption are accumulated and amortized over future periods. While we believe that assumptions used
are appropriate, differences in actual experience or changes in assumptions may affect our retirement plan obligations and future expense. In 2002, we maintained the expected return on plan assets at
9.0%. In developing our expected long-term rate of return assumption, we evaluated input from our independent financial advisor, including their review of our pension asset class ten-year weighted
average returns for each of the last ten years. The average ten-year return by year is 12.3%. We anticipate that our investment managers will generate long-term returns of at least 9.0%.
A reduction in the expected return on plan assets from 9.0% to 8.5% would increase pension expense by approximately $0.3 million. The discount rate range was lowered to 6.75% from 7.25%.
The discount rate we utilize for determining pension obligations is based on a review of AA+ long-term bonds held based on actuarial indices. A reduction in the discount rate from 6.75% to
6.50% would increase pension expense by approximately $0.3 million. Pension expense in 2003 is expected to increase by approximately $0.5 million primarily due to amortization of
differences between actual and expected returns on plan assets. During 2002, we recorded a minimum pension liability adjustment of

30

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$18.3 million, net of tax, to accumulated other comprehensive income (loss). If the equity markets continue recent trends, we could be required to record a charge to accumulated other
comprehensive income (loss).

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 moving servicesNorth America, over half of its
revenue is typically generated from May through September. For logistics services, shipping requirements of the customer base result in higher shipment volumes at the end of each quarter. Moving
services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 August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets" ("SFAS 144"), superseding SFAS 121, effective for fiscal years beginning after December 15, 2001. The provisions of SFAS 144 are for long-lived assets to
be disposed of by the sale or otherwise are effective for disposal activities initiated by an entity's commitment to a plan after the initial date of adoption of SFAS 144. We adopted SFAS 144 on
January 1, 2002.

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

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

In
November 2002, the FASB issued Statement of Financial Accounting Standards Interpretation No. 45, "Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). The interpretation clarifies the requirements relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. The provisions for initial recognition and measurement of FIN 45 are to be applied on a prospective basis to guarantees issued on or modified after December 31, 2002. We will
consider the recognition and measurement provisions of FIN 45 and its effect on the financial statements. The disclosure requirements are effective for fiscal years ending after
December 15, 2002. Our guarantees are as follows:



31

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In
December 2002, the 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. We adopted only the disclosure
requirements of SFAS 148.

In
January 2003, the FASB issued Statement of Financial Accounting Standards Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46
addresses consolidation by business enterprises of variable interest entities. As of December 31, 2002, we had no variable interest entities.

Restructuring and Other Unusual Items

In the year ended December 31, 2002, we incurred $0.4 million of restructuring and other unusual items, comprised of $7.1 million impairment charge
due to a reduction in the number of software modules implemented as a result of a change in business strategy in logistics services and $4.6 million of expenses related to the December 2002 SIRVA
headquarters move. These items were partially offset by $7.4 million of pension and retiree medical curtailment gain as the pension plan was frozen and retiree medical benefits were reduced,
$3.0 million of gain from the sale of our U.K. industrial moving business
and $0.9 million of restructuring credit pertaining to the logistics services' parts centers as we were able to sublease certain parts centers facilities earlier than originally estimated.

In
the year ended December 31, 2001, we incurred $4.9 million of restructuring charges, of which $4.3 million related to exiting the logistics services' parts center
business and associated headcount reductions and $0.6 million related to our moving servicesEurope and Asia Pacific segment's U.K. branch network and the elimination of management
redundancy within the industrial moving unit.

Forward Looking Statements

This Form 10-K 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:



32

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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.

33

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ITEM 7A.    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 $1.6 million in 2003. An increase of 1% in interest rates payable
on our variable rate indebtedness would increase our annual interest rate expense by approximately $2.1 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, however, we do not anticipate
nonperformance by the other parties, and no material loss would be expected from their nonperformance.

We
had two open interest rate swap agreements as of December 31, 2002. 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, market rate changes are reported in accumulated other comprehensive income. The following is a recap of each agreement.

Notional amount

$40.0 million

$20.0 millionFixed rate paid

4.91%

4.785%Variable rate received

3 month LIBOR

1 month LIBORExpiration date

March 2003

April 2003


We entered into four additional interest rate swap agreements on January 3, 2003. 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 year ended December 31, 2002 and 2001, we recognized a currency
loss of $0.2 million and a gain of $0.5 million, 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 duration (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 December 31, 2002 and 2001 were $3.4 million and $3.5 million, respectively. A hypothetical 10% adverse movement in foreign exchange rates applied to our foreign currency exchange rate
sensitive instruments held as of December 31, 2002 would

34

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result in a hypothetical loss of approximately $0.34 million. These derivatives do not qualify for hedge accounting treatment, therefore, changes in fair value relating to these derivatives are
recognized in current period earnings. For the year ended December 31, 2002 and 2001 we recognized a loss of $0.1 million and a gain of $0.4 million, respectively, resulting from changes in the fair
value of foreign currency derivatives.

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 year ended December 31, 2002 and 2001, we recognized $0.7 million and $0.01 million of gains, respectively. The insurance
investment portfolio also included marketable equity securities which are classified as available-for-sale and are recorded at fair value. 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.

35

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements and schedules of North American Van Lines are included in this report:



36

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Report of Independent Accountants

The
Board of Directors
SIRVA, Inc.:

In
our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of North American Van
Lines, Inc. and its subsidiaries at December 31, 2002 and December 31, 2001, and the results of their operations and their cash flows for each of the three years in the period
ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. In addition, the financial statement schedule listed in the accompanying
index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial
statement schedule are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

As
discussed in Note 6 to the consolidated financial statements, the Company changed the manner in which it accounts for goodwill and other intangible assets upon adoption of the
accounting guidance of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets on January 1, 2002.



February 7,
2003

37

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NORTH AMERICAN VAN LINES, INC.        Consolidated Balance Sheets        At December 31, 2002 and 2001        (Dollars in thousands)

|                                              |                                                                                                            | December 31, 2002 |           | December 31, 2001
|--------------------------------------------- | ---------------------------------------------------------------------------------------------------------- | ----------------- | --------- | -----------------
|Assets                                        |                                                                                                            |                   |           |                  
|Current assets:                               |                                                                                                            |                   |           |                  
|                                              | Cash and cash equivalents                                                                                  |                   | $         | 42,266           
|                                              | Short-term investments                                                                                     |                   |           | 7,062            
|                                              | Accounts and notes receivable, net of allowance for doubtful accounts of $24,920 and $24,386, respectively |                   |           | 305,191          
|                                              | Current portion of contracts receivable, net of valuation allowance of $116 and $367, respectively         |                   |           | 4,664            
|                                              | Resale equipment inventory                                                                                 |                   |           | 1,662            
|                                              | Homes inventory, net of allowance for loss on sale of $1,772 and $0, respectively                          |                   |           | 23,683           
|                                              | Supplies inventory                                                                                         |                   |           | 8,086            
|                                              | Prepaid expenses and other current assets                                                                  |                   |           | 16,524           
|                                              | Deferred income taxes                                                                                      |                   |           | 37,151           
|                                              | Recoverable income taxes                                                                                   |                   |           | 490              
|                                              |                                                                                                            |                   |           |                  
|Total current assets                          |                                                                                                            |                   | 446,779   |                  
|                                              |                                                                                                            |                   |           |                  
|Long-term portion of notes receivable         |                                                                                                            |                   | 1,967     |                  
|Long-term portion of contracts receivable     |                                                                                                            |                   | 5,502     |                  
|Investments                                   |                                                                                                            |                   | 66,919    |                  
|Property and equipment, net                   |                                                                                                            |                   | 170,489   |                  
|Deferred agent contract costs                 |                                                                                                            |                   | 10,904    |                  
|Goodwill and intangible assets, net           |                                                                                                            |                   | 541,071   |                  
|Receivable from SIRVA, Inc.                   |                                                                                                            |                   | 28,879    |                  
|Deferred debt issuance costs and other assets |                                                                                                            |                   | 28,284    |                  
|                                              |                                                                                                            |                   |           |                  
|Total long-term assets                        |                                                                                                            |                   | 854,015   |                  
|                                              |                                                                                                            |                   |           |                  
|Total assets                                  |                                                                                                            | $                 | 1,300,794 |                  
|                                              |                                                                                                            |                   |           |                  

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

38

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NORTH AMERICAN VAN LINES, INC.        Consolidated Balance Sheets        At December 31, 2002 and 2001        (Dollars in thousands except share data)

|                                           |                                                                                                                           | December 31, 2002 |           | December 31, 2001 |  
|------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------- | ----------------- | --------- | ----------------- | -
|Liabilities and Stockholder's Equity       |                                                                                                                           |                   |           |                   |  
|Current liabilities:                       |                                                                                                                           |                   |           |                   |  
|                                           | Current portion of long-term debt                                                                                         |                   | $         | 22,412            |  
|                                           | Current portion of capital lease obligations                                                                              |                   |           | 4,849             |  
|                                           | Short-term debt                                                                                                           |                   |           | 1,074             |  
|                                           | Accounts and mortgages payable                                                                                            |                   |           | 119,629           |  
|                                           | Outstanding checks                                                                                                        |                   |           | 16,809            |  
|                                           | Accrued transportation expense                                                                                            |                   |           | 63,691            |  
|                                           | Unearned premiums and other deferred credits                                                                              |                   |           | 42,445            |  
|                                           | Compensation and benefits                                                                                                 |                   |           | 30,498            |  
|                                           | Other current liabilities                                                                                                 |                   |           | 63,908            |  
|                                           | Insurance reserves and claims                                                                                             |                   |           | 76,571            |  
|                                           | Accrued income taxes                                                                                                      |                   |           | 5,996             |  
|                                           |                                                                                                                           |                   |           |                   |  
|Total current liabilities                  |                                                                                                                           |                   | 447,882   |                   |  
|                                           |                                                                                                                           |                   |           |                   |  
|                                           | Long-term debt                                                                                                            |                   |           | 501,132           |  
|                                           | Capital lease obligations                                                                                                 |                   |           | 14,122            |  
|                                           | Compensation and benefits                                                                                                 |                   |           | 64,831            |  
|                                           | Insurance reserves and claims                                                                                             |                   |           | 1,133             |  
|                                           | Due to SIRVA, Inc.                                                                                                        |                   |           | 17,891            |  
|                                           | Deferred income taxes                                                                                                     |                   |           | 32,979            |  
|                                           |                                                                                                                           |                   |           |                   |  
|Total long-term liabilities                |                                                                                                                           |                   | 632,088   |                   |  
|                                           |                                                                                                                           |                   |           |                   |  
|Total liabilities                          |                                                                                                                           |                   | 1,079,970 |                   |  
|                                           |                                                                                                                           |                   |           |                   |  
|Commitments and contingencies              |                                                                                                                           |                   |           |                   |  
|Stockholder's equity:                      |                                                                                                                           |                   |           |                   |  
|                                           | Common stock, $.01 par value, 1,000 shares authorized, issued and outstanding at December 31, 2002 and 2001, respectively |                   |           |                  |  
|                                           | Additional paid-in-capital                                                                                                |                   |           | 271,987           |  
|                                           | Accumulated other comprehensive loss                                                                                      |                   |           | (29,111           | )
|                                           | Accumulated deficit                                                                                                       |                   |           | (22,052           | )
|                                           |                                                                                                                           |                   |           |                   |  
|Total stockholder's equity                 |                                                                                                                           |                   | 220,824   |                   |  
|                                           |                                                                                                                           |                   |           |                   |  
|Total liabilities and stockholder's equity |                                                                                                                           | $                 | 1,300,794 |                   | $
|                                           |                                                                                                                           |                   |           |                   |  

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

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NORTH AMERICAN VAN LINES, INC.        Consolidated Statements of Operations        For the years ended December 31, 2002, 2001 and 2000        (Dollars in thousands)

|                                                     |                                                                                 | Year Ended
December 31, 2002 |           | Year Ended
December 31, 2001 |        | Year Ended
December 31, 2000 |          
|---------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------- | --------- | ---------------------------- | ------ | ---------------------------- | ---------
|Operating revenues                                   |                                                                                 | $                            | 2,177,244 |                              | $      | 2,249,303                    |          
|Operating expenses:                                  |                                                                                 |                              |           |                              |        |                              |          
|                                                     | Purchased transportation expense                                                |                              |           | 1,303,217                    |        |                              | 1,439,279
|                                                     | Other direct expense                                                            |                              |           | 414,755                      |        |                              | 377,089  
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|Total direct expenses                                |                                                                                 |                              | 1,717,972 |                              |        | 1,812,368                    |          
|Gross margin                                         |                                                                                 |                              | 459,272   |                              |        | 436,935                      |          
|                                                     | Insurance and claims                                                            |                              |           | 45,248                       |        |                              | 52,829   
|                                                     | Other indirect expense                                                          |                              |           | 9,078                        |        |                              | 9,786    
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|Total indirect expenses                              |                                                                                 |                              | 54,326    |                              |        | 62,615                       |          
|                                                     | General and administrative expense                                              |                              |           | 306,878                      |        |                              | 305,229  
|                                                     | Goodwill and intangibles amortization                                           |                              |           | 3,592                        |        |                              | 10,906   
|                                                     | Restructuring and other unusual items                                           |                              |           | 431                          |        |                              | 4,883    
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|                                                     |                                                                                 | Income from operations       |           |                              | 94,045 |                              |          
|Non-operating income (expense) and minority interest |                                                                                 |                              | (640      | )                            |        | (51                          | )        
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|                                                     | Income before interest, income taxes and cumulative effect of accounting change |                              |           | 93,405                       |        |                              | 53,251   
|Interest expense                                     |                                                                                 |                              | 52,193    |                              |        | 62,001                       |          
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|                                                     | Income (loss) before income taxes and cumulative effect of accounting change    |                              |           | 41,212                       |        |                              | (8,750   
|Provision (benefit) for income taxes                 |                                                                                 |                              | 14,092    |                              |        | 1,869                        |          
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|                                                     | Income (loss) before cumulative effect of accounting change                     |                              |           | 27,120                       |        |                              | (10,619  
|Cumulative effect of accounting change, net of tax   |                                                                                 |                              |          |                              |        | (328                         | )        
|                                                     |                                                                                 |                              |           |                              |        |                              |          
|                                                     | Net income (loss)                                                               |                              | $         | 27,120                       |        | $                            | (10,947  
|                                                     |                                                                                 |                              |           |                              |        |                              |          

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

40

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NORTH AMERICAN VAN LINES, INC.        Consolidated Statements of Changes in Stockholder's Equity        For the years ended December 31, 2002, 2001 and 2000        (Dollars in
thousands)

|                                                                                                     |                                                                                                      | Total |         | Accumulated
deficit |   | Accumulated
other
comprehensive
income (loss) |         | Common
stock |         | Additional
paid-in-capital
|---------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------- | ----- | ------- | ------------------- | - | --------------------------------------------- | ------- | ------------ | ------- | --------------------------
|Balance at December 25, 1999                                                                         |                                                                                                      | $     | 167,668 |                     | $ | (21,146                                       | )       | $            | (136    | )                         
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Comprehensive income (loss):                                                                         |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|                                                                                                     | Net loss                                                                                             |       |         | (17,079             | ) |                                               | (17,079 | )            |         |                           
|                                                                                                     | Net change in unrealized holding gain on available-for-sale securities, net of tax of $308           |       |         | 3                   |   |                                               |         |              |         | 3                         
|                                                                                                     | Minimum pension liability, net of tax benefit of $(223)                                              |       |         | (224                | ) |                                               |         |              |         | (224                      
|                                                                                                     | Foreign currency translation adjustment, net of tax benefit of $(3,846)                              |       |         | (5,284              | ) |                                               |         |              |         | (5,284                    
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Total comprehensive loss                                                                             |                                                                                                      |       | (22,584 | )                   |   |                                               |         |              |         |                           
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Balance at December 31, 2000                                                                         |                                                                                                      |       | 145,084 |                     |   | (38,225                                       | )       |              | (5,641  | )                         
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Comprehensive income (loss):                                                                         |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Net loss                                                                                             |                                                                                                      |       | (10,947 | )                   |   | (10,947                                       | )       |              |         |                           
|Derivative transactions:                                                                             |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|                                                                                                     | Cumulative effect of accounting change, net of tax of $219                                           |       |         | 328                 |   |                                               |         |              |         | 328                       
|                                                                                                     | Unrealized hedging loss, net of tax benefit of $(1,551)                                              |       |         | (2,326              | ) |                                               |         |              |         | (2,326                    
|Net change in unrealized holding loss on available-for-sale securities, net of tax benefit of $(104) |                                                                                                      |       | (157    | )                   |   |                                               |         |              | (157    | )                         
|Minimum pension liability, net of tax benefit of $(5,424)                                            |                                                                                                      |       | (8,136  | )                   |   |                                               |         |              | (8,136  | )                         
|Foreign currency translation adjustment, net of tax benefit of $(1,371)                              |                                                                                                      |       | (2,056  | )                   |   |                                               |         |              | (2,056  | )                         
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|                                                                                                     | Total comprehensive loss                                                                             |       |         | (23,294             | ) |                                               |         |              |         |                           
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Balance at December 31, 2001                                                                         |                                                                                                      |       | 121,790 |                     |   | (49,172                                       | )       |              | (17,988 | )                         
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Comprehensive income (loss):                                                                         |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|                                                                                                     | Net income                                                                                           |       |         | 27,120              |   |                                               | 27,120  |              |         |                           
|                                                                                                     | Unrealized hedging gain, net of tax of $1,308                                                        |       |         | 1,962               |   |                                               |         |              |         | 1,962                     
|                                                                                                     | Net change in unrealized holding loss on available-for-sale securities, net of tax benefit of $(963) |       |         | (1,444              | ) |                                               |         |              |         | (1,444                    
|                                                                                                     | Minimum pension liability, net of tax benefit of $(12,207)                                           |       |         | (18,311             | ) |                                               |         |              |         | (18,311                   
|                                                                                                     | Foreign currency translation adjustment, net of tax of $4,471                                        |       |         | 6,670               |   |                                               |         |              |         | 6,670                     
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|                                                                                                     | Total comprehensive income                                                                           |       |         | 15,997              |   |                                               |         |              |         |                           
|                                                                                                     | Additional capital contribution                                                                      |       |         | 83,037              |   |                                               |         |              |         |                           
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           
|Balance at December 31, 2002                                                                         |                                                                                                      | $     | 220,824 |                     | $ | (22,052                                       | )       | $            | (29,111 | )                         
|                                                                                                     |                                                                                                      |       |         |                     |   |                                               |         |              |         |                           

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

41

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NORTH AMERICAN VAN LINES, INC.        Consolidated Statements of Cash Flows        For the years ended December 31, 2002, 2001 and 2000        (Dollars in thousands)

|                                                                                                                      |                                                                                          | Year Ended
December 31,
2002                                              |                                           | Year Ended
December 31,
2001 |        | Year Ended
December 31,
2000 |        
|--------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------- | ----------------------------------------- | ---------------------------- | ------ | ---------------------------- | -------
|Cash flows from operating activities:                                                                                 |                                                                                          |                                                                           |                                           |                              |        |                              |        
|                                                                                                                      | Net income (loss) before cumulative effect of accounting change                          |                                                                           | $                                         | 27,120                       |        | $                            | (10,619
|                                                                                                                      | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                           |                                           |                              |        |                              |        
|                                                                                                                      |                                                                                          | Cumulative effect of accounting change                                    |                                           |                              |       |                              |        
|                                                                                                                      |                                                                                          | Depreciation                                                              |                                           |                              | 36,590 |                              |        
|                                                                                                                      |                                                                                          | Amortization                                                              |                                           |                              | 10,833 |                              |        
|                                                                                                                      |                                                                                          | Provision for losses on accounts and notes receivable                     |                                           |                              | 6,877  |                              |        
|                                                                                                                      |                                                                                          | Deferred income taxes                                                     |                                           |                              | (3,304 | )                            |        
|                                                                                                                      |                                                                                          | Impairment loss and (gain)/loss on sale of assets, net                    |                                           |                              | 3,654  |                              |        
|                                                                                                                      |                                                                                          | Change in operating assets and liabilities, net of effect of acquisition: |                                           |                              |        |                              |        
|                                                                                                                      |                                                                                          |                                                                           | Accounts and notes receivable             |                              |        | 6,947                        |        
|                                                                                                                      |                                                                                          |                                                                           | Contracts receivable                      |                              |        | 5,938                        |        
|                                                                                                                      |                                                                                          |                                                                           | Prepaid expenses and other current assets |                              |        | (7,526                       | )      
|                                                                                                                      |                                                                                          |                                                                           | Federal income tax recoverable            |                              |        | 2,103                        |        
|                                                                                                                      |                                                                                          |                                                                           | Accounts and mortgages payable            |                              |        | (3,448                       | )      
|                                                                                                                      |                                                                                          |                                                                           | Other current liabilities                 |                              |        | (8,194                       | )      
|                                                                                                                      |                                                                                          |                                                                           | Insurance reserves and claims             |                              |        | (8,441                       | )      
|                                                                                                                      |                                                                                          |                                                                           | Accrued income taxes                      |                              |        | 2,743                        |        
|                                                                                                                      |                                                                                          |                                                                           | Other long-term assets and liabilities    |                              |        | 12,079                       |        
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Net cash provided by operating activities                                                                             |                                                                                          |                                                                           | 83,971                                    |                              |        | 111,323                      |        
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Cash flows from investing activities:                                                                                 |                                                                                          |                                                                           |                                           |                              |        |                              |        
|                                                                                                                      | Additions of property and equipment                                                      |                                                                           |                                           | (33,277                      | )      |                              | (48,348
|                                                                                                                      | Proceeds from sale of property and equipment                                             |                                                                           |                                           | 5,282                        |        |                              | 3,477  
|                                                                                                                      | Purchases of investments                                                                 |                                                                           |                                           | (66,999                      | )      |                              | (87,305
|                                                                                                                      | Proceeds from sale of investments                                                        |                                                                           |                                           | 62,068                       |        |                              | 81,905 
|                                                                                                                      | Payment of agent contract costs                                                          |                                                                           |                                           | (1,762                       | )      |                              | (1,371 
|                                                                                                                      | Acquisitions, net of cash acquired, including deferred consideration                     |                                                                           |                                           | (84,287                      | )      |                              | (21,357
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Net cash used for investing activities                                                                                |                                                                                          |                                                                           | (118,975                                  | )                            |        | (72,999                      | )      
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Cash flows from financing activities:                                                                                 |                                                                                          |                                                                           |                                           |                              |        |                              |        
|                                                                                                                      | Debt issuance costs                                                                      |                                                                           |                                           | (2,769                       | )      |                              |       
|                                                                                                                      | Borrowings (repayments) on short-term debt and revolving credit facility, net            |                                                                           |                                           | (19,400                      | )      |                              | (37,943
|                                                                                                                      | Change in balance of outstanding checks                                                  |                                                                           |                                           | (10,343                      | )      |                              | (4,082 
|                                                                                                                      | Borrowings on long-term debt, excluding revolving credit facility                        |                                                                           |                                           | 50,403                       |        |                              | 672    
|                                                                                                                      | Sale of equipment notes receivable                                                       |                                                                           |                                           | 1,164                        |        |                              | 6,317  
|                                                                                                                      | Principal payments on long-term debt                                                     |                                                                           |                                           | (26,894                      | )      |                              | (11,833
|                                                                                                                      | Principal payments under capital lease obligations                                       |                                                                           |                                           | (4,983                       | )      |                              | (2,482 
|                                                                                                                      | Proceeds from capital contribution from parent                                           |                                                                           |                                           | 56,500                       |        |                              |       
|                                                                                                                      | Other financing activities                                                               |                                                                           |                                           |                             |        |                              | (243   
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Net cash provided by (used for) financing activities                                                                  |                                                                                          |                                                                           | 43,678                                    |                              |        | (49,594                      | )      
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Effect of translation adjustments on cash                                                                             |                                                                                          |                                                                           | 1,473                                     |                              |        | (120                         | )      
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Net increase (decrease) in cash and cash equivalents                                                                  |                                                                                          |                                                                           | 10,147                                    |                              |        | (11,390                      | )      
|Cash and cash equivalents at beginning of period                                                                      |                                                                                          |                                                                           | 32,119                                    |                              |        | 43,509                       |        
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Cash and cash equivalents at end of period                                                                            |                                                                                          | $                                                                         | 42,266                                    |                              | $      | 32,119                       |        
|                                                                                                                      |                                                                                          |                                                                           |                                           |                              |        |                              |        
|Supplemental disclosure of cash flow information  cash paid during the years ended December 31, 2002, 2001 and 2000: |                                                                                          |                                                                           |                                           |                              |        |                              |        
|                                                                                                                      | Interest                                                                                 |                                                                           | $                                         | 44,132                       |        | $                            | 56,649 
|                                                                                                                      | Income taxes                                                                             |                                                                           | $                                         | 4,740                        |        | $                            | 3,159  

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

42

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NORTH AMERICAN VAN LINES, INC.        Notes to Consolidated Financial Statements        At December 31, 2002 and 2001        (Dollars in thousands)

(1) Summary of Significant Accounting Policies



On March 29, 1998, SIRVA, Inc. ("SIRVA", formerly known as Allied Worldwide, Inc.) was incorporated and capitalized by Clayton, Dubilier &
Rice Fund V Limited Partnership ("Fund V"). A wholly owned subsidiary of SIRVA was then capitalized for the purpose of acquiring all of the capital stock of North American Van Lines, Inc. (the
"Company") from Norfolk Southern Corporation ("NS" and the "1998 acquisition"). The 1998 acquisition was accounted for as a purchase and resulted in a new basis of accounting for the Company. On
November 19, 1999, the Company, through SIRVA, received additional capital from Fund V for the purpose of partially financing the acquisition of the NFC Moving Services Group ("Allied" and the
"Allied Acquisition") from Exel plc ("Seller" formerly NFC plc). On May 3 and April 12, 2002, the Company, through SIRVA, received additional capital from Clayton, Dubilier & Rice
Fund VI Limited Partnership ("Fund VI") for the purpose of completing the acquisitions of the business ("CRS") of Cooperative Resource Services Ltd. and the business ("NAIT") of National
Association of Independent Truckers. See Note 2 for further information on these and other acquisitions. Fund V and Fund VI are private investment funds managed by Clayton, Dubilier &
Rice, Inc. ("CD&R").

The
Company operates as a global provider of relocation services, household goods moving, business moving, storage and logistics services under the brand names of northAmerican Van
Lines, Global Van Lines, Allied Van Lines, Allied International, Pickfords, Allied Pickfords and northAmerican Logistics, among others, with operations located throughout the United States, Canada,
the United Kingdom, Europe and Australia, New Zealand and other Asia Pacific locations. The Company conducts its U.S. and Canadian operations primarily through a network of exclusive agents with
approximately 1,300 locations. The Company conducts its other foreign business primarily through units that it owns and operates directly, using selected other affiliated representatives to
geographically complete its service offering on a worldwide basis.

In
addition, the Company is a global provider of domestic and international relocation services to corporate clients and their employees, including home sale services, relocation
coordination services, expense management and transaction reporting. The Company acquired two relocation companies in 2002, and operates under the brand of SIRVA Relocation with five offices in the
U.S., as well as a relocation center in Australia.

The
Company also provides insurance coverage against loss from certain risks, primarily cargo warehousing, commercial auto physical damage, commercial auto liability and general
liability to agents, owner-operators affiliated with the Company and various other parties in the transportation industry. These services are available through TransGuard, a multiple-line
property and casualty insurance company, and NAIT, a leading provider of insurance and professional services to independent contract truck drivers.



The consolidated financial statements include the accounts of the Company and its subsidiaries. All material intercompany accounts and transactions have been
eliminated in consolidation.

43

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Cash equivalents are highly liquid investments purchased three months or less from original maturity.



In the normal course of business, the Company sells tractors, trailers and other equipment ("resale equipment inventory") to its agents and to owner-operators
under conditional sales agreements ("contracts receivable"). Sales of equipment are financed by the Company, generally over a four-year period. Resale equipment inventory is recorded at
the lower of cost or net realizable value.



The Company purchases homes under certain relocation programs. These properties are held for sale and consist of residential homes carried at the lower of cost or
market, as determined by appraisal of the properties. Homes in inventory are subject to mortgages payable by the transferees to various mortgage lenders. Accounts and mortgages payable at
December 31, 2002 include $16,568 of amounts payable to transferees for subsequent payoff of the mortgages on the related homes. As the homes are sold to an ultimate buyer, the Company makes
payments to the mortgage lenders on behalf of the transferees to satisfy the mortgage notes on the properties.



Supplies inventory consists of pallets, blanket stock, crates, replacement and repair parts and tires and is valued at the lower of cost, determined using a
first-in, first-out method, or market.



Investments consist of U.S. Treasury and corporate debt securities and interests in joint ventures. Investments are classified as current or noncurrent based on
their maturities and/or the Company's expectations of sales and redemptions in the following year. Interest and dividends on debt and equity securities are included in income as earned. The Company
classifies its debt securities in one of two categories: available-for-sale or held-to-maturity. Held-to-maturity securities are
those securities in which the Company has the ability and intent to hold the securities until maturity. All other securities are classified as available-for-sale.

Available-for-sale
securities are recorded at fair value. Held-to-maturity securities are recorded at amortized cost, adjusted for the
amortization or accretion of premiums or discounts. 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 accumulated other comprehensive
income until realized. Realized gains and losses from the sale of available-for-sale securities are determined on a specific identification basis.

44

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Property and equipment are stated at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets.
The estimated useful lives used in computing depreciation are summarized as follows:

Useful LifeBuildings and improvements

20 to 40 yearsTransportation equipment

4 to 15 yearsWarehouse equipment

5 to 10 yearsComputer equipment and software

3 to  5 yearsOther

1 to 10 years


Transportation
equipment includes tractors, straight trucks, trailers, van equipment, containers and satellite-communication equipment. Salvage values are only calculated on tractors,
straight trucks and trailers.

Leased
property and equipment meeting certain criteria are capitalized and the present value of the related lease payments is recorded as a liability. Depreciation of capitalized leased
assets is computed on a straight-line basis over the term of the lease.

The
amount of internally developed software, representing primarily the cost of independent contractor developed software, that was capitalized during the years ended December 31,
2002 and 2001 was $6,832 and $10,370, respectively, and is included in computer equipment and software. The amount of capitalized interest related to internally developed software at
December 31, 2002 and 2001 was $67 and $578, respectively. Amortization of capitalized software costs for the years ended December 31, 2002, 2001 and 2000 was $3,390, $2,513 and $482,
respectively.

Repairs
and maintenance expenditures are charged to expenses as incurred.



Intangible assets consist of trade names, customer relationships and covenants not to compete. Trade names, which have indefinite lives, and goodwill are not
amortized as of January 1, 2002. Customer relationships and covenants not to compete are amortized from 8 to 15 years and 3 to 5 years, respectively. See Note 6.



Deferred agent contract costs are payments made to certain agents for entering into long-term contracts with the Company. These payments are
capitalized and amortized over the lives of the related contracts, which generally range from 3 to 10 years.

45

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Unearned premiums are related to the Insurance Services segment and deferred credits are related to the Relocation Services segment. See Note 1(m).



The Company has purchased first dollar coverage for principally all insurable business risks except cargo damage and delay claims. The Company estimates costs
relating to cargo damage and delay claims based principally on actuarial methods applied to historical trends. The Company's multiple-line property and commercial liability insurance group sets its
reserve rates based on a percentage of earned premium. The percentage is based on historical data, run rates and actuarial methods.



The Company's Moving Services and Logistics Services segments recognize estimated gross revenue to be invoiced to the transportation customer and all related
transportation expenses on the date a shipment is delivered or services are completed. The estimate of revenue remains in a receivable account called Delivered Not Processed ("DNP") until the customer
is invoiced. Concurrent with the DNP estimate, the Company recognizes an accrual for Purchased Transportation Expenses ("PTE") to account for the estimated costs of packing services, transportation
expenses and other such costs associated with the service delivery. The estimate for PTE is not adjusted until the Company receives actual charges.

In
the Relocation Services segment, fees are paid to the Company by corporate customers at either a fixed price per transferred employee or based upon a fixed percentage of the home's
selling price. In either case, revenue is recognized when a home sale contract with the ultimate buyer is signed. However, if the Company purchases a property from the transferee when no outside buyer
has been located and the property enters the Company's inventory, revenue is not recognized on that property until the closing of a sale to an outside buyer. Additionally, fees are paid to the Company
by Company-qualified real estate agents for the listing or home purchase referral of a transferred employee.

The
Company, in the Insurance Services segment, recognizes revenue evenly over a twelve month period when an annual insurance policy is written.



A majority of the Company's foreign operations use the local currency as their functional currency. Assets and liabilities of these operations are translated to
U.S. dollars at the exchange rates in effect on the balance sheet date. The impact of currency fluctuation is included in stockholder's equity as a component of accumulated other comprehensive income.
Income statement items are translated at the average exchange rate.



The Company follows Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109"). Under the asset and liability
method of SFAS 109, deferred tax assets and liabilities

46

---

are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred
tax assets and liabilities are measured using enacted tax laws and tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities due to a change in tax rates is recognized in income in the period that includes the enactment date. In addition, the amounts of any future
tax benefits are reduced by a valuation allowance to the extent such benefits are not expected to be realized on a more likely than not basis.



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Some of the areas where estimation is significant are as follows: (a) DNP is the estimated revenue associated with shipments
delivered or services completed and not invoiced; (b) PTE is the associated purchased transportation expense that is estimated corresponding to the DNP revenue; (c) accounts and notes
receivable reserves for doubtful accounts are estimated based on historical write-off data to establish the uncollectible portion of the receivables; (d) homes inventory, net of
allowance for loss on sale is estimated based on historical write-off data and current facts and circumstances; (e) costs relating to cargo damage and delay claims are estimated
based on actuarial methods; (f) an impairment loss is recognized if the carrying amount of a long-lived asset is not recoverable from its undiscounted cash flows and is measured as
the difference between the carrying amount and fair value of the asset; and (g) the Company's insurance loss reserves are estimated utilizing third party actuaries.



Effective January 1, 2001, the Company adopted Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended, ("SFAS 133"), which resulted in a change in method of accounting. The cumulative effect of this accounting change was a loss of $547 ($328, net of tax).
SFAS 133 established accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires recognition of all derivatives as either assets or liabilities on the balance
sheet and the measurement of those instruments at fair value. Changes in the fair value of derivatives will be recorded in each period in earnings or accumulated other comprehensive income ("OCI"),
depending upon whether a derivative is designated and is effective as part of a hedge transaction and, if it is, the type of hedge transaction. If the derivative is designated and is effective as a
cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in OCI and are recognized in the statement of operations when the hedged item affects earnings.
Ineffective portions are recognized in earnings.



In August 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets"

47

---

("SFAS 144"), superseding SFAS 121, effective for fiscal years beginning after December 15, 2001. The provisions of SFAS 144 are for long-lived assets to be
disposed of by sale or otherwise are effective for disposal activities initiated by an entity's commitment to a plan after the initial date of adoption of SFAS 144. The Company adopted
SFAS 144 on January 1, 2002.

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

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

In
November 2002, the FASB issued Statement of Financial Accounting Standards Interpretation No. 45, "Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others" ("FIN 45"). The interpretation clarifies the requirements relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of
guarantees. The provisions for initial recognition and measurement of FIN 45 are to be applied on a prospective basis to guarantees issued on or modified after December 31, 2002. The Company
will consider the recognition and measurement
provisions of FIN 45 and its effect on the financial statements. The disclosure requirements are effective for fiscal years ending after December 15, 2002. The Company's guarantees are as
follows:



In
December 2002, the 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

48

---

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. See Note 15.

Had
our parent elected to apply the provisions of SFAS 123 and SFAS 148 regarding recognition of compensation expense to the extent of the calculated fair value of stock
options granted, net income (loss) would have changed as follows:

December 31, 2002

December 31, 2001

December 31, 2000Net income (loss) as reported

$
27,120

$
(10,947
)
$
(17,079
)Pro forma compensation cost under fair value method


(298
)

(344
)

(353
)Adjusted net income (loss)

$
26,822

$
(11,291
)
$
(17,432
)


In
January 2003, the FASB issued Statement of Financial Accounting Standards Interpretation No 46, "Consolidation of Variable Interest Entities" ("FIN 46"). FIN 46 addresses
consolidation by business enterprises of variable interest entities. As of December 31, 2002, the Company had no variable interest entities.



Certain reclassifications have been made to the consolidated financial statements for the prior periods presented to conform with the December 31, 2002
presentation.

(2) Acquisition Commitment, Acquisitions and Related Party



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 approximately $14,000. 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
agreed to acquire Rowan Simmons, excluding the homes inventory and associated mortgage liabilities, from RS Acquisition Holding, LLC no later than April 29, 2003 for approximately $14,000.
Since the transaction will be between entities under common control, the transaction will be accounted for in a manner similar to a pooling-of-interests, with inclusion of
results of operations, cash flows and financial position as of July 29, 2002.

49

---



On May 3, 2002, SIRVA, through two wholly owned subsidiaries, purchased the business conducted by CRS that provides comprehensive relocation services to
companies and their employees, including home sale services, relocation coordination services and mortgage lending services. One of these two subsidiaries, SIRVA Relocation LLC ("SIRVA Relocation"),
which is directly owned by the Company, purchased the non-mortgage lending operations net assets and equity from CRS. The mortgage lending operations were purchased by the other
subsidiary, CMS Holding LLC ("CMS Holding"), which is directly owned by SIRVA. The mortgage lending operations share common customers with the other operations of SIRVA Relocation. Subject to certain
adjustments, the combined cash purchase price for the acquisitions was approximately $60,000, of which $3,500 was paid for the assets of the mortgage lending operations. Approximately $45,000 of the
purchase price was paid in cash and $15,000 (non-cash) was paid in notes issued by the Company. In addition, certain liabilities relating to the acquired business were assumed in
connection with the acquisition including $26,572 of indebtedness under a revolving credit facility used to fund the mortgage lending operations, which was assumed by CMS Holding. The cash purchase
price for the acquisition, as well as approximately $24,100 of other indebtedness of the acquired business that was retired as part of the acquisition, were financed with proceeds of $36,500 of cash
contributions from SIRVA. SIRVA obtained those proceeds from the sale of its common stock to Fund VI and the incurrence of $50,000 additional senior indebtedness by the Company. The cost to acquire
CRS has been preliminarily allocated to the assets acquired and liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and
liability valuations is finalized. The preliminary allocation has resulted in acquired goodwill of $53,085, customer relationships of $28,700 and covenants not to compete of $6,099.

The
following unaudited pro forma consolidated information presents the results of operations of the Company as if the acquisition of CRS had taken place at the beginning of each period
presented:

Year Ended
December 31, 2002

Year Ended
December 31, 2001

Year Ended
December 31, 2000Revenue

$
2,204,325

$
2,325,971

$
2,456,537Income (loss) before cumulative effect of accounting change

$
28,777

$
(6,372
)
$
(13,224
)Cumulative effect of accounting change, net of tax





(843
)

Net income (loss)

$
28,777

$
(7,215
)
$
(13,224
)


The
unaudited pro forma consolidated results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually
resulted had the combinations been in effect on January 1, 2000, or of future results of operations.

On
April 12, 2002, the Company purchased the business conducted by NAIT, a leading provider of insurance services to independent contract truck drivers, for $25,359 in cash,
$3,611 in assumed net liabilities, a deferred amount of $3,000 payable subject to maintaining a certain number of insured

50

---

members as of December 31, 2002 and 2003 and an actuarially determined amount of $7,428 to be paid during 2003 and 2004, based on insurance losses incurred with respect to policies issued
during the year ended December 31, 2001. NAIT is an association of more than 13,800 independent contract truck drivers that provides its members with occupational accident, physical damage and
non-trucking liability insurance, as well as access to a suite of professional services. The purchase price was funded from existing cash and investment balances and $20,000 of cash
contributions from SIRVA. SIRVA obtained those proceeds from the sale of 1,408,460 shares of its common stock to Fund VI. The cost to acquire NAIT has been preliminarily allocated to the assets
acquired and liabilities assumed according to estimated fair values and is subject to adjustment when additional information concerning asset and liability valuations is finalized. The preliminary
allocation has resulted in acquired goodwill of $16,826, trade name of $12,300, member relationships of $6,100 and a covenant not to compete of $5,800.

On
December 31, 2001, the Company and Moveline, Inc. ("Moveline") completed a merger under an agreement and plan of merger dated as of November 9, 2001, through a
stock-for-stock merger of Moveline and a wholly owned subsidiary of the Company (the "Merger") with such subsidiary as the surviving corporation. Prior to the Merger, Fund V
was the primary stockholder of both Moveline and SIRVA. In accordance with the accounting rules for mergers of entities under common control, the Company's merger with Moveline was accounted for in a
manner similar to a pooling-of-interests since it was acquired from Fund V, the controlling shareholder of Moveline and SIRVA. The Company's consolidated financial statements
were restated to include the combined results of operations, financial position, and cash flows of Moveline since inception as though it had always been a part of the Company. During the third quarter
2002, an intercompany payable with SIRVA of $26,537 associated with the merger was converted by SIRVA to additional paid-in-capital (non-cash).

On
November 19, 1999, the Company completed the purchase of Allied from Exel for $450,000. The terms of the acquisition provided for an adjustment to the purchase price pertaining
to the amount of net controllable assets acquired as of the date of the Allied Acquisition as determined by the Company and Seller. The Company and the Seller were unable to negotiate the final amount
of net controllable assets acquired, therefore, per the terms of the acquisition agreement, a third party arbitrator was engaged for resolution of that amount. On September 12, 2001, the third
party arbitrator rendered a binding determination to the Company and Seller. The arbitrator increased the net controllable assets and purchase price as estimated in the acquisition agreement by
$18,087. Interest expense on the purchase price adjustment of $3,250 was paid for the period from the acquisition date to the date when the Company made payment. The acquisition agreement also
contained indemnifications by the Seller for certain tax payments made by the Company on behalf of the Seller. These tax payments plus associated interest totaled $3,980 and were netted against the
purchase price adjustment. Cash payment by the Company to the Seller on October 19, 2001, for the net purchase price adjustment totaled $17,357. The purchase price adjustment resulted in an
adjustment to goodwill of $18,087.

(3) Cash and Cash Equivalents

Cash and cash equivalents included $22,069 and $13,474 at December 31, 2002 and 2001, 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.

51

---

(4) Investments

Investments consisted primarily of marketable debt and equity securities held by the Company's insurance subsidiaries and also joint ventures of $287 and $1 at
December 31, 2002 and 2001, respectively. The marketable security investments included:

|                 |                    | December 31, 2002 |        | December 31, 2001 |  
|---------------- | ------------------ | ----------------- | ------ | ----------------- | -
|
|Current          |                    |                   |        |                   |  
|                 | Available-for-sale |                   | $      |                  |  
|                 | Held-to-maturity   |                   |        | 7,062             |  
|                 |                    |                   |        |                   |  
|Total current    |                    | $                 | 7,062  |                   | $
|                 |                    |                   |        |                   |  
|Noncurrent       |                    |                   |        |                   |  
|                 | Available-for-sale |                   | $      | 62,134            |  
|                 | Held-to-maturity   |                   |        | 4,498             |  
|                 |                    |                   |        |                   |  
|Total noncurrent |                    | $                 | 66,632 |                   | $
|                 |                    |                   |        |                   |  

Marketable security investments are exposed to various risks and rewards, such as interest rate, market and credit risk. Due to these risks and
rewards associated with marketable security investments, it is possible that changes in the values of these investments may occur and that such changes could affect the amounts reported on the balance
sheet. The Company holds investments in certain debt securities with the following aggregate maturities as of December 31, 2002:

Year

Held-to-maturity
Cost

Available-for-sale
Fair Value2003

$
7,062

$
2004-2008


2,131


13,4252009-2013


2,367


10,909Thereafter





28,919$
11,560

$
53,253


As
of December 31, 2002, the Company holds investments of $8,881 in preferred stocks, which have an indefinite maturity.

For
the years ended December 31, 2002, 2001 and 2000, realized gains on sales of marketable security investments were $2,121, $5,424 and $6,486, respectively.

52

---

(5) Property and Equipment

Property and equipment consisted of the following:

December 31, 2002

December 31, 2001Land

$
2,607

$
2,385Buildings and improvements


41,730


40,289Transportation equipment


102,589


91,538Warehouse equipment


62,368


50,431Computer equipment and software


95,176


62,563Furniture, office equipment and other


14,272


7,627Projects in process


14,548


25,230333,290


280,063Less accumulated depreciation


162,801


114,696$
170,489

$
165,367


(6) Goodwill and Intangible Assets

Goodwill and intangible assets consisted of the following:

December 31, 2002

December 31, 2001Goodwill

$
332,272

$
261,637Trade names


191,400


178,100Customer and member relationships


35,300


Covenants not to compete


12,199


571,171


439,737Less accumulated amortization


30,100


26,508$
541,071

$
413,229


The
changes in the carrying amount of goodwill for the year ended December 31, 2002 are as follows:

Year Ended
December 31, 2002Balance as of January 1, 2002

$
261,637Goodwill acquired:NAIT


16,826CRS


53,085Other acquisitions


724Balance as of December 31, 2002

$
332,272


In
June 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"), which requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but rather be tested for

53

---

impairment at least annually. The Company adopted the provisions of SFAS 142 effective January 1, 2002 and has discontinued the amortization of goodwill and intangible assets with
indefinite useful lives. Trade names include the brand names northAmerican, Allied, Pickfords, Allied Pickfords and NAIT. Goodwill and trade names have been identified as having indefinite useful
lives and were tested for impairment, using discounted estimated cash flows, consistent with the provisions of SFAS 142. The Company completed such testing and determined that there was no
impairment of goodwill and trade names as of January 1 and December 31, 2002.

The
carrying amount of goodwill attributable to each reportable business segment was as follows:

December 31, 2002

December 31, 2001Moving ServicesNorth America

$
74,027

$
74,400Moving ServicesEurope and Asia Pacific


123,207


121,782Insurance Services


64,118


47,530Relocation Services


53,085


Global Relocation Services


314,437


243,712Logistics Services


17,835


17,925$
332,272

$
261,637


The
following represents a comparison of results for the years ended December 31, 2002, 2001 and 2000 adjusted to exclude goodwill and trade names amortization expense:

Year Ended
December 31, 2002

Year Ended
December 31, 2001

Year Ended
December 31, 2000Net income (loss), as reported

$
27,120

$
(10,947
)
$
(17,079
)Amortization of goodwill and trade names





10,906


10,948Income tax provision





(1,810
)

(1,890
)Adjusted net income (loss)

$
27,120

$
(1,851
)
$
(8,021
)


Amortization
expense for definite-lived intangibles for the years ended December 31, 2002, 2001 and 2000 was $3,592, $10,906 and $10,948, respectively.

Amortization
of definite-lived intangible assets for the next five years is as follows:

December 31, 20022003

$
5,1662004


5,1662005


5,1662006


5,1662007


3,447$
24,111


54

---

(7) Other Current Liabilities

Other current liabilities consisted of the following accruals:

December 31, 2002

December 31, 2001Sales, fuel and other non-income taxes

$
15,909

$
11,650Interest and interest swap agreements


3,471


7,475Customer and agent incentives


8,412


10,913Restructuring expense


514


2,237Escheat liability


2,243


2,199Facilities expense


4,870


431Customer relocation expense


6,592


Deferred purchase price consideration


7,072


General and administrative


7,837


7,956Other


6,988


11,993$
63,908

$
54,854


(8) Income Taxes



The Company and its wholly owned domestic subsidiaries file a consolidated federal income tax return along with its parent company.

The
components of income (loss) before income taxes and cumulative effect of accounting change are:

Year Ended
December 31, 2002

Year Ended
December 31, 2001

Year Ended
December 31, 2000U.S. operations

$
20,057

$
(33,511
)
$
(31,896
)Foreign operations


21,155


24,761


14,808$
41,212

$
(8,750
)
$
(17,088
)


55

---



The provision (benefit) for income taxes includes:

Year Ended
December 31, 2002

Year Ended
December 31, 2001

Year Ended
December 31, 2000Current:Federal

$
1,822

$
(3,425
)
$
1,332Foreign


7,779


6,225


3,596State


486


938


669Total current taxes


10,087


3,738


5,597Deferred:Federal


4,220


(1,380
)

(5,518
)Foreign


(327
)

2,613


847State


112


(3,102
)

(935
)Total deferred taxes


4,005


(1,869
)

(5,606
)Provision (benefit) for income taxes

$
14,092

$
1,869

$
(9
)




Total income taxes as reflected in the Consolidated Statements of Operations differ from the amounts computed by applying the statutory federal corporate tax rate
as follows:

Year Ended
December 31, 2002

Year Ended
December 31, 2001

Year Ended
December 31, 2000Federal income tax at statutory rate

$
14,424

$
(3,063
)
$
(5,981
)State income taxes, net of federal tax benefit


389


(1,407
)

(173
)Foreign income taxes


556


3,066


3,747Intangibles amortization





2,161


2,102Othernet


(1,277
)

1,112


296Provision (benefit) for income taxes

$
14,092

$
1,869

$
(9
)


56

---



Deferred taxes related to the following:

December 31, 2002

December 31, 2001Deferred tax assets:Property and equipment

$
228

$
1,089Reserves, including casualty and other claims


27,481


32,640Employee benefits


6,372


7,239Taxes other than income taxes


1,841


2,039Postretirement benefits other than pensions


10,143


9,417Net operating loss carryforwards


20,088


19,684Pension obligation


16,266


4,432Unrealized gains and other


4,239


7,337Total gross deferred tax assets


86,658


83,877Less valuation allowance


646


211Net deferred tax asset


86,012


83,666Deferred tax liabilities:Foreign earnings


4,319


5,048Property and equipment


5,305


4,291State income taxes


2,000


2,196Intangibles


70,216


64,794Total gross deferred tax liabilities


81,840


76,329Net deferred tax assets


4,172


7,337Less net current deferred tax assets


37,151


37,051Net long-term deferred tax liability

$
32,979

$
29,714


At
December 31, 2002 and 2001, a valuation allowance has been established due to the uncertainty of realization of foreign net operating loss ("NOL") carryforwards.
The net change in the total valuation allowance for the period ended December 31, 2002 was an increase of $435. The increase was the result of additional losses generated in jurisdictions where
realization is uncertain. The domestic NOL carryforwards expire between the years 2020 through 2022. Management believes it is more likely than not all other domestic deferred tax assets will be
realized based on the Company's anticipated future taxable earnings or available tax planning alternatives.



Consolidated federal income tax returns of the Company, while owned by NS, have been examined and Revenue Agent Reports have been received for all years up to and
including 1996. The Company is currently under examination for the years 1997 and 1998. NS will indemnify the Company for any tax liabilities prior to the 1998 Acquisition to the extent they were not
accrued at the purchase date. Consolidated federal income tax returns of Allied have been examined and Revenue Agent Reports have

57

---

been received for all years up to and including the Allied fiscal year ended September 30, 1995. Exel plc will indemnify the Company for any Allied Acquisition companies' tax liabilities
related to periods prior to the Allied Acquisition.

(9) Short-term Debt

Certain wholly owned foreign subsidiaries maintain operating lines of credit totaling $25,943. Interest is payable monthly or quarterly at the bank's base or
prime rate (currently 4.0%-8.0%) plus 0.25%-1.0%, and include commitment fees ranging from 0% to 0.25% on the unused portion of the line. As of December 31, 2002 and 2001, the outstanding
balance was $1,074 and $1,235, respectively. Certain of these agreements are guaranteed by the Company.

During
the second quarter 2002, the Company determined that its credit agreement revolving credit facility should be classified as a component of long-term debt, due to the
nature of its borrowings. See Note 10.

(10) Long-term Debt

On November 19, 1999 in connection with the Allied Acquisition, the Company entered into debt and indenture agreements to refinance existing indebtedness
and to finance a portion of the Allied Acquisition. The Company's credit agreement (the "Credit Agreement") with J.P. Morgan Chase & Co. and a consortium of other lenders consists of a
revolving credit facility (the "Revolving Credit Facility") and two term loans.

Long-term
debt consisted of the following:

December 31, 2002

December 31, 2001Revolving credit facility

$
27,000

$
Note payableTranche A


120,000


135,000Note payableTranche B


209,887


171,500Senior subordinated notes


150,000


150,000Other


16,657


868Total debt


523,544


457,368Less current maturities


22,412


16,958Total long-term debt

$
501,132

$
440,410




Under the Revolving Credit Facility, as amended and restated, the Company may borrow up to $150,000, which includes a $10,000 swing line subfacility and a $50,000
letter of credit subfacility, until its scheduled maturity on November 18, 2006. Advances must be made in increments of no less than $5,000 or multiples of $1,000 in excess thereof. If lesser
amounts are required, then the swing line subfacility may be activated. Borrowing under the Revolving Credit Facility was $27,000 and $46,000 at December 31, 2002 and 2001, respectively. A
commitment fee of 0.5% is charged on the unused portion of the Revolving

58

---

Credit Facility and is payable quarterly. The Company had outstanding letters of credit of $29,347 and $15,819 at December 31, 2002 and 2001, respectively, primarily in conjunction with its
insurance agreements. The Company has available credit of $93,653 and $88,181 at December 31, 2002 and 2001, respectively.

Interest
is payable at ABR rates (based on prime, base certificate of deposit or federal funds effective rates), plus a margin of 2.0% (effective rate of 6.25% as of December 31,
2002) or the London Interbank Offered Rate ("LIBOR"), plus a margin of 3.0% (effective rate of 4.43% as of December 31, 2002). The weighted average interest rates for the years ended
December 31, 2002 and 2001 were 4.86% and 7.29%, respectively. The rate selected is determined by the facility/subfacility from which the borrowings are drawn, the maturity date of the loan and
the required notice of the borrowing. ABR interest is payable at the end of each quarter and LIBOR interest is payable in arrears on the last day of the loan period for loans less than three months
and at the end of each quarter for loans greater than three months. Principal is repaid as funds are available.



In connection with the Allied Acquisition, the Company issued two term loans, as amended and restated, amounting to $150,000 (Note Payable Tranche A) and
$175,000 (Note Payable Tranche B), respectively. Notes payable Tranche A and Tranche B are senior notes, collateralized by substantially all the assets of the Company, payable in consecutive quarterly
interest and principal installments, commencing on March 24, 2000, through maturity of November 18, 2006 and November 18, 2007, respectively. On April 30, 2002, as part of
the financing of the acquisition of CRS, the Company amended its credit agreement to increase Note Payable Tranche B by $50,000. The incremental facility is subject to the same terms and conditions of
the Credit Agreement.

Interest
is payable at ABR or LIBOR, plus an applicable margin, which corresponds to the achievement of certain performance criteria determined from the financial statements. At
December 31, 2002 and 2001, Tranche A interest was accruing at LIBOR, plus 3%, (4.50% and 5.10%) and Tranche B interest was accruing at LIBOR, plus 4%, (5.42% and 6.10%), respectively.

The
Credit Agreement, as amended and restated, governing Note Payable Tranche A, Note Payable Tranche B and the Revolving Credit Facility contains a number of covenants that limit, among
other things, the incurrence of additional indebtedness, the incurrence of capital lease obligations and purchase of operating property. The Credit Agreement also requires the Company to maintain
certain financial tests, including a consolidated interest coverage ratio and a leverage ratio, and includes a general lien on certain of the Company's assets. The agreement also includes certain
cross default provisions such that a default under any other loan agreements by the Company or its parent would cause a default in the Credit Agreement.

On
March 28, 2002, the Company made a $21,904 prepayment of Tranche A and Tranche B debt due to excess cash flow in 2001, as defined in the credit agreement. A total of $4,188
replaced principal payments due at that time, with the remaining $17,716 reducing future principal payments.

59

---



In connection with the Allied Acquisition, the Company issued $150,000 aggregate principal amount of 13.375% Senior Subordinated Notes ("Senior Subordinated
Notes") due December 1, 2009. Each note bears interest at a rate of 13.375% per annum and is payable in semi-annual installments on June 1 and December 1 each year to
holders of record at the close of business on the May 15 or November 15 immediately preceding the interest payment date.

The
Senior Subordinated Notes are unsecured senior subordinated indebtedness of the Company. They are subordinated in right of payment, as set forth in the Senior Subordinated Notes
Indenture ("Indenture"), to the payment when due in full cash of all existing and future senior indebtedness of the Company. These Senior Subordinated Notes have been guaranteed by certain domestic
subsidiaries of the Company.

The
Indenture and the agreements governing this debt contain a number of similar less restrictive covenants as those included in the Credit Agreement described above.



On May 3, 2002, as part of the financing of the acquisition of CRS, the Company issued two 10% notes payable, Seller Note A amounting to $10,000 and
Seller Note B amounting to $5,000 (the "Seller Notes"). The Seller Notes are subordinated to the Company's senior debt. Seller Note A is due May 3, 2007. Seller Note B is
due May 3, 2012 or May 3, 2007, if certain conditions are met. On a quarterly basis, 50% of the interest on the outstanding principal amount will accrete and be added to the principal
amount and 50% will be paid in cash. The amount of accretion at December 31, 2002 was $339 and $169 for Seller Note A and Seller Note B, respectively.

Future
maturities of long-term debt are as follows:

December 31, 20022003

$
22,4122004


22,5582005


37,1992006


151,9942007


139,161Thereafter


150,220$
523,544


The
fair value of the Company's long-term debt approximates the carrying amount based on the present value of cash flows discounted at the current rates offered to the
Company on similar debt instruments.

60

---

(11) Capital and Operating Leases

During 2002, the Company entered into two vehicle and one communications equipment lease agreements totaling $1,338 (non-cash). The leases are being
accounted for as capital leases and require the Company to pay customary operating and repair expenses that will keep the assets in roadworthy and appropriate condition through the termination dates
of 2007 and 2012. The leases do not contain purchase options.

During
2001, the Company entered into two trailer lease agreements (non-cash) totaling $3,833 and a tractor satellite-communication equipment lease agreement in the amount of
$563 (non-cash). Each of these leases is being accounted for as a capital lease and requires the Company to pay customary operating and repair expenses that will keep these assets in
operating condition. The trailer leases contain purchase options at amounts approximating fair market value at lease termination in 2008. The tractor satellite-communication equipment lease contains a
bargain purchase option of $1 at lease termination in 2006.

During
2001, the Company also entered into two vehicle lease agreements totaling $9,870 (non-cash). Both of the leases are being accounted for as capital leases and require
the company to pay customary operating and repair expenses that will keep the assets in roadworthy condition through the termination dates of 2008 and 2010. The vehicle leases do not contain purchase
options, however, the Company has the right to share in any profits made from the sale of the assets by the financing company after the lease termination date.

The
Company has noncancelable lease commitments under operating leases for rental of office space, warehouse facilities, transportation equipment and office equipment. The Company's
rental expense under these operating leases was $58,911, $52,438 and $35,693 for the years ended December 31, 2002, 2001 and 2000, respectively.

Future
minimum rental payments under capital lease obligations and operating leases at December 31, 2002 are as follows:

Capital
Leases

Operating
Leases2003

$
5,840

$
48,9802004


4,145


39,2342005


3,548


36,2732006


3,529


26,9972007


2,642


24,353Thereafter


2,380


102,929Total minimum lease payments


22,084

$
278,766Less interest


3,113Present value of net minimum lease payments


18,971Less current portion


4,849Long-term portion of capital lease obligation

$
14,122


61

---

Assets
under capital leases consist of the following:

December 31, 2002

December 31, 2001Transportation equipment

$
29,939

$
27,361Less accumulated depreciation


10,861


6,434$
19,078

$
20,927


(12) Retirement and Postretirement Medical Plans



The Company has several defined pension plans covering substantially all of its domestic employees and certain employees in other countries. Pension benefits
earned are generally based on years of service and compensation during active employment, however, the level of benefits and terms of vesting may vary among plans. Pension plan assets are administered
by trustees and are principally invested in equity securities, fixed income securities and pooled separate accounts. The funding of pension plans is determined in accordance with statutory funding
requirements.

The
domestic defined pension plans were amended effective April 1, 2002, for the purpose of combining the plans into one benefit plan covering all domestic employees. This single
pension plan was then frozen effective December 31, 2002, which triggered curtailment accounting treatment due to the elimination of benefits earned for future years of service. The curtailment
amounts recorded are reflected in the table below.

The
Company also has an Excess Benefit Plan and an Executive Retirement and Savings Plan which are unfunded nonqualified plans that provide retirement benefits not otherwise provided
under the qualified plan because of the benefit limitations imposed by Section 415 and 401(a)(17) of the Internal Revenue Code. These Plans ensure that an executive receives the total pension
benefit to which he/she otherwise would be entitled, were it not for such limitations. The expense associated with the Excess Benefit Plan is included within the Pension Benefits table below. For the
years ended December 31, 2002, 2001 and 2000, the expense associated with the Executive Retirement and Savings Plan was $556, $496 and $250, respectively.

In
addition, the Overlap Benefit Plan for various domestic employees, an unfunded, nonqualified retirement plan, provides retirement benefits forfeited by the highly compensated
employees under the Qualified Plan because of the changes to the retirement plan formula which were effective April 18, 1989.

Eligible
employees of Pickfords Limited, the Company's United Kingdom subsidiary, continued to be eligible for a defined benefit plan of the Seller through April 5, 2000. At the
time of the Allied Acquisition, the Company provided each participant with the opportunity to join its defined benefit plan. Substantially all the eligible participants elected to join. The Company
has recognized net periodic pension costs associated with the plan since the participant election date of April 5, 2000. On September 19, 2001, the

62

---

benefit obligation and plan assets related to prior service costs for this plan were determined by an independent actuary and transferred from the Seller. In conjunction herewith, the loss in fair
value of plan assets from the Allied Acquisition date to September 19, 2001 has been reflected as a reduction in plan asset value prior to the transfer of $19,322. As of December 31,
2002 and 2001, the Company had recorded a prepaid pension asset of $6,448 and $8,103, respectively.

Information
on the Company's domestic and foreign defined benefit plans and amounts recognized in the Company's consolidated balance sheets, based on actuarial valuation, are as follows:

|                                                 |                                     | Combined Plans
Excluding United Kingdom |         | United Kingdom |  
|------------------------------------------------ | ----------------------------------- | --------------------------------------- | ------- | -------------- | -
|
|Change in benefit obligation                     |                                     |                                         |         |                |  
|Benefit obligation at beginning of period        |                                     | $                                       | 96,897  |                | $
|Service cost                                     |                                     |                                         | 2,660   |                |  
|Interest cost                                    |                                     |                                         | 6,964   |                |  
|Plan participants' contribution                  |                                     |                                         |        |                |  
|Actuarial (gain)/loss                            |                                     |                                         | 11,022  |                |  
|Plan amendments                                  |                                     |                                         | (4,901  | )              |  
|Curtailments                                     |                                     |                                         | (3,142  | )              |  
|Benefits paid                                    |                                     |                                         | (5,019  | )              |  
|Currency translation                             |                                     |                                         | 209     |                |  
|                                                 |                                     |                                         |         |                |  
|                                                 | Benefit obligation at end of period |                                         | $       | 104,690        |  
|                                                 |                                     |                                         |         |                |  
|Change in plan assets                            |                                     |                                         |         |                |  
|Fair value of plan assets at beginning of period |                                     | $                                       | 80,404  |                | $
|Reduction in plan asset value prior to transfer  |                                     |                                         |        |                |  
|Actual return on plan assets                     |                                     |                                         | (9,979  | )              |  
|Employer contribution                            |                                     |                                         | 12      |                |  
|Plan participants' contribution                  |                                     |                                         |        |                |  
|Benefits paid                                    |                                     |                                         | (4,924  | )              |  
|Currency translation                             |                                     |                                         |        |                |  
|                                                 |                                     |                                         |         |                |  
|Fair value of plan assets at end of period       |                                     | $                                       | 65,513  |                | $
|                                                 |                                     |                                         |         |                |  
|Funded status reconciliation                     |                                     |                                         |         |                |  
|Funded status                                    |                                     | $                                       | (39,177 | )              | $
|Unrecognized net actuarial (gain)/loss           |                                     |                                         | 44,636  |                |  
|Net transition obligation                        |                                     |                                         |        |                |  
|                                                 |                                     |                                         |         |                |  
|Prepaid benefit cost                             |                                     | $                                       | 5,459   |                | $
|                                                 |                                     |                                         |         |                |  

63

---

|Amounts recognized in the
consolidated balance sheet      |  |   |         |   |   |        |   |   |        |   |   |       |  
|--------------------------------------------------------- |  | - | ------- | - | - | ------ | - | - | ------ | - | - | ----- | -
|Cost transferred from seller                              |  | $ |        |   | $ |       |   | $ |       |   | $ | 8,368 |  
|Prepaid pension asset at beginning of year                |  |   |        |   |   |       |   |   | 8,103  |   |   |      |  
|Accrued benefit liability                                 |  |   | (39,177 | ) |   | (9,416 | ) |   |       |   |   |      |  
|Intangible asset                                          |  |   |        |   |   | 41     |   |   |       |   |   |      |  
|Accumulated other comprehensive income                    |  |   | 44,636  |   |   | 14,077 |   |   |       |   |   |      |  
|Net change in prepaid benefit (November 19  December 31) |  |   |        |   |   |       |   |   |       |   |   | (265  | )
|Net change in prepaid benefit                             |  |   |        |   |   |       |   |   | (1,655 | ) |   |      |  
|                                                          |  |   |         |   |   |        |   |   |       
|Net amount recognized                                     |  | $ | 5,459   |   | $ | 4,702  |   | $ | 6,448  |   | $ | 8,103 |  
|                                                          |  |   |         |   |   |        |   |   |       

The following actuarial assumptions were used for the Company's pension plans:

|                               |  | Combined Plans
Excluding United Kingdom |   | United Kingdom | 
|------------------------------ |  | --------------------------------------- | - | -------------- | 
|
|Weighted-average assumptions   |  |                                         |   |                | 
|Discount rate                  |  | 6.75                                    | % | 7.25%          | 
|Expected return on plan assets |  | 9.00                                    | % | 9.00%          | 
|Rate of compensation increase  |  | 4.00                                    | % | 4.00%-5.00%    | 

64

---

Information
on the Company's significant domestic and foreign defined benefit plans and amounts recognized in the Company's consolidated statements of operations, based on actuarial
valuation, are as follows:

|                                                            |  | Combined Plans
Excluding United Kingdom |        | United Kingdom |  
|----------------------------------------------------------- |  | --------------------------------------- | ------ | -------------- | -
|
|Components of net periodic benefit cost                     |  |                                         |        |                |  
|Service cost                                                |  | $                                       | 2,660  |                | $
|Interest cost                                               |  |                                         | 6,964  |                |  
|Expected return on plan assets                              |  |                                         | (7,036 | )              |  
|Amortization of recognized actuarial (gain)/loss            |  |                                         | 1,075  |                |  
|                                                            |  |                                         |        |                |  
|Net periodic benefit cost                                   |  |                                         | 3,663  |                |  
|Special termination liability                               |  |                                         |       |                |  
|Prior service benefit curtailment gain                      |  |                                         | (4,531 | )              |  
|                                                            |  |                                         |        |                |  
|Net periodic benefit cost after curtailment and settlements |  | $                                       | (868   | )              | $
|                                                            |  |                                         |        |                |  

The
Company recognizes an accrued benefit liability in its financial statements for its unfunded Excess Benefit Plan and Overlap Benefit Plan. The accrued benefit cost at
December 31, 2002 and 2001 included $1,228 and $1,012, respectively, related to this liability.

The
Company's Canadian subsidiary, ALNAV Platinum Group, Inc. has a defined benefit plan (the "Canada Plan"), with the benefits generally based upon years of service and the
highest five-year average salary during employment. As of December 31, 2002 and 2001, the accumulated benefit obligation of accrued pension benefits was $1,494 and $1,403,
respectively, and the aggregate market value of pension plan assets was $1,669 and $1,772, respectively. As of December 31, 2002 and 2001, the prepaid pension cost was $175 and $190,
respectively. The (income) expense associated with the plan for the years ended December 31, 2002, 2001 and 2000 was $59, $53 and $(61), respectively. The Canada Plan terminated as of
January 1, 2001. Pursuant to the Canadian Pension Benefits Standards Act, pension benefits accrued as of January 1, 2001 are fully vested for all affected members and wind-up
notices were distributed to them on December 27, 2000. The Office of the Superintendent of Financial Institutions has approved the wind-up report. Distribution of assets is expected
to occur during 2003.



The Company has a nonpension postretirement benefit plan for certain domestic employees that provide specific health care and death benefits to eligible retired
employees. Under the present plan, which

65

---

may be amended or terminated at the Company's option, a defined percentage of health care expenses is covered, after reductions for any deductibles, co-payments, Medicare payments and, in
some cases,
coverage provided by other group insurance policies. The cost of such health care coverage to a retiree may be determined in part by a retiree's years of vested service with the Company prior to
retirement. Death benefits are based on a fixed amount at time of retirement.

The
plan covering certain domestic employees was amended effective April 1, 2002, to include substantially all of its domestic employees. This amendment also eliminated benefits
after age 65. Effective December 31, 2002, the plan was amended to eliminate any subsidies to employees that have not reached 50 years of age with a minimum of 10 years of service
as of December 31, 2002. This amendment triggered curtailment accounting treatment. The curtailment amounts recorded are reflected in the table below.

December 31, 2002

December 31, 2001Change in benefit obligationBenefit obligation at beginning of period

$
18,990

$
15,611Service cost


764


1,158Interest cost


1,201


1,293Plan participants' contribution


77


57Actuarial loss


3,137


2,051Plan amendments


(5,330
)

Curtailment gains


(1,225
)

Benefits paid


(881
)

(1,180
)Benefit obligation at end of period

$
16,733

$
18,990Plan status reconciliation and amounts recognized in
the consolidated balance sheetsPlan status

$
(16,733
)
$
(18,990
)Unrecognized net actuarial loss


614


847Accrued benefit cost and net amount recognized

$
(16,119
)
$
(18,143
)


66

---

December 31, 2002

December 31, 2001

December 31, 2000Components of net periodic benefit costService cost

$
764

$
1,158

$
892Interest cost


1,201


1,293


949Amortization of recognized actuarial (gain)/loss


(346
)

12


(39
)Net periodic benefit cost


1,619


2,463


1,802Special termination liability








1,570Prior service benefit curtailment gain


(2,839
)




Net periodic (benefit) cost after curtailment and settlements

$
(1,220
)
$
2,463

$
3,372


The following actuarial assumptions were used for the Company's postretirement plans:

December 31, 2002

December 31, 2001

December 31, 2000Weighted-average assumptionsDiscount rate

6.75
%
7.25
%
7.50
%Health care cost trend rates

12.00
%
8.50
%
7.00
%


The
health care cost trend rate was assumed to decrease gradually to 5.5% for 2009 and remain at that level thereafter.

Assumed
health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care
cost trend rate would have the following effects:

One-Percentage PointIncrease

DecreaseEffect on total of service and interest cost components

$
330

$
(280
)Effect on postretirement benefit obligation

$
2,140

$
(1,870
)




In 1994, the Company's United Kingdom subsidiary, North American (UK) Ltd., established a contributory defined contribution plan for eligible employees.
The plan is funded through contributions from employees, generally 3% of earnings, which are matched by the Company. The expense associated with the plan was $62, $36 and $47 for the years ended
December 31, 2002, 2001 and 2000, respectively.

Effective
April 1, 2002, the Allied Van Lines, Inc. Profit Sharing and Retirement Savings Plan was merged with the NAVL Employees Savings Plan and Trust and was renamed the
SIRVA Employee Retirement Savings Plan. The plan qualifies under Section 401(a) and 401(k) of the Internal Revenue Code. The Company has made no contributions to the NAVL or SIRVA plan since
its inception. Prior to

67

---

2002, the Company made matching contributions based on Allied participant contributions to the plan and also contributed a profit-sharing contribution which was 4% of the eligible compensation of
each participant. The Company made contributions of $0, $1,225 and $1,216 for the years ended December 31, 2002, 2001 and 2000, respectively.

(13) Postemployment Medical Plan

The Company provides certain postemployment health care continuation benefits to inactive NAVL employees and their dependents during the period following
employment but before retirement. As of December 31, 2002 and 2001, the accumulated postemployment benefit obligation for such benefits was $1,936 and $2,012, respectively. The expense
associated with the plan was $152, $789 and $196 for the years ended December 31, 2002, 2001 and 2000, respectively.

(14) Incentive Compensation

The Company maintains a Management Incentive Plan for certain executives and key management employees. The plan is administered by the Board of Directors whose
members do not participate in the plan. For the years ended December 31, 2001 and 2000, the Company maintained a Performance Incentive Plan for eligible employees not included in the Management
Incentive Plan. The plan was administered by the Vice President of Compensation and Benefits, who did not participate in the plan. Incentive compensation was based upon achievement of certain
predetermined corporate performance goals. The expense associated with both of the incentive plans was $4,500, $147 and $8,133 for the years ended December 31, 2002, 2001 and 2000,
respectively.

In
addition to the Management Incentive Plan and the Performance Incentive Plan, the Company administers several other incentive plans that were in place prior to the acquisitions of
Allied, NAIT and CRS. These plans are administered by the Vice President of Compensation and Benefits and are based on achievement of certain predetermined segment performance goals. The expense
associated with these plans was $2,661, $952 and $1,280 for the years ended December 31, 2002, 2001 and 2000, respectively.

(15) Stock Option Plan

The Company's parent maintains a stock option plan (the "Option Plan") for officers and other key employees which provides for the offer of up to 1,000,000 shares
of the parent's common stock and the granting of options to acquire up to 2,000,000 shares of the parent's common stock. The administrator of the Option Plan is SIRVA's Board of Directors. Under the
Option Plan, Service Options and, in certain cases, Performance Options have been granted with each share of stock sold to the officers and other key employees. Service Options vest in equal annual
installments on each of the first five anniversaries of the grant date. Performance Options vest on achievement of cumulative earnings targets, or if not vested sooner, vest on the ninth anniversary
of the grant date. All options granted expire after ten years from the grant date. The exercise price of the options equaled the fair market value of common stock at the date of

68

---

the grant. Fair market value was determined by management to be equal to the price paid for common stock issued at the grant date.

Information
with respect to the options granted under the Option Plan is as follows:

# of
Shares

Weighted Avg.
Exercise PriceOutstanding at December 25, 1999

1,178,680

$
11.77Options granted

325,600


14.20Options cancelled

(590,500
)

10.60Outstanding at December 31, 2000

913,780


13.39Options granted

151,940


14.20Options cancelled

(384,820
)

13.65Outstanding at December 31, 2001

680,900


13.43Options granted

732,274


14.20Options cancelled

(97,200
)

14.20Outstanding at December 31, 2002

1,315,974

$
13.80


The
weighted average remaining contractual life of these options is 8.50 years. At December 31, 2002, 2001 and 2000, the number of options that became exercisable was
296,566, 238,270 and 95,530, respectively.

During
the years ended December 31, 2002, 2001 and 2000, the fair value of common stock was $14.20. Stock options outstanding have exercise prices of $10.00 or $14.20 per share.

In
accordance with the provisions of SFAS 123, as amended SFAS 148, our parent 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.

The
fair value of each option is estimated on the date of grant, using the Black-Scholes option pricing model with the following weighted average assumptions used: risk-free
interest rates of 3.05% to 4.27% for 2002, 4.54% to 4.59% for 2001 and 5.00% to 6.66% for 2000, expected volatility of 0.01%, expected life of 5 years and no dividend payments.

(16) Commitments and Contingencies



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

69

---

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 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 should not materially affect the Company's financial position, results of operations or liquidity.



The Company has been named as a potentially responsible party ("PRP") in two environmental clean-up proceedings by federal and state authorities and
one additional environmental clean-up proceeding by a group of PRP's. 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 site will not be significantly larger than the reserves established, which
totaled $35 as of December 31, 2002 and 2001. It is possible that additional claims or lawsuits involving unknown environmental matters or 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. 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. However, 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.



The Company has entered into certain purchase commitments of $6,263 for software licenses and transportation equipment at December 31, 2002 and $9,844 for
software licenses at December 31, 2001. 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. Covansys Corporation is a related party, as approximately 24% of its outstanding common stock is owned by Fund VI. As of December 31, 2002, the remaining purchase commitment was
$176,382.

70

---



(17) Financial Instruments

The Company utilizes 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. The Company does not utilize financial instruments for trading purposes. The
counterparties to these contractual arrangements are financial institutions with which the Company also has other financial relationships. The Company is exposed to credit loss in the event of
nonperformance by these counterparties. However, the Company does not anticipate nonperformance by the other parties, and no material loss would be expected from their nonperformance. Interest rate
swap agreements and foreign exchange instruments with the Company's credit agreement banks are borrower obligations under the credit agreement, hence such agreements and instruments are secured and
guaranteed.



The Company enters into interest swap agreements to manage its exposure to changes in interest rates. The swaps involve the exchange of variable interest rate
payments for fixed interest rate payments without exchanging the notional principal amounts. The Company records the payments or receipts on the agreements as adjustments to interest expense. Interest
rate swap agreements are accounted for as cash flow hedges.

Derivative
gains or losses included in accumulated other comprehensive income are reclassified into earnings at the time when the hedged item affects earnings. During the years ended
December 31, 2002 and 2001, $4,449 and $1,900, respectively, were reclassified as interest expense. During the years ended December 31, 2002 and 2001, $64 of income and $82 of expense,
respectively, were recognized in earnings for ineffectiveness relating to cash flow hedges. The Company estimates that net derivative losses of $577 included in accumulated other comprehensive income
at December 31, 2002 will be
reclassified into earnings during the next twelve months. The following is a recap of each agreement as of December 31, 2002:

Notional amount

$40,000

$20,000Fixed rate paid

4.91%

4.785%Variable rate received

3 month LIBOR

1 month LIBORExpiration date

March 2003

April 2003




From time-to-time, the Company utilizes foreign currency forward contracts in the regular course of business to manage its exposure
against foreign currency fluctuations. The forward contracts establish the exchange rates at which the Company will purchase or sell the contracted amount of U.S. Dollars for specified foreign
currencies at a future date. The Company utilizes forward contracts that are short-term in duration (less than one year). The major currency exposures hedged by the Company are the
Australian dollar, British pound and Euro. The contract amount of foreign currency forwards was $3,421 and $3,523 at December 31, 2002 and 2001, respectively. Changes in fair value relating to
these derivatives are recognized in current period earnings. Approximately $142 of loss and $432 of gains resulting from

71

---

changes in fair value of these derivatives were recognized in earnings for the years ended December 31, 2002 and 2001.



The Company holds various debt securities with convertible features in the available-for-sale investment portfolio of its 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. During the years ended
December 31, 2002 and 2001, $700 and $9 of gains, respectively, from increases in the fair market value of these instruments were recorded in earnings.

(18) Operating Segments

Due to the acquisitions described in Note 2, the Company realigned certain businesses within its segment structure and created two additional segments. As
of December 31, 2002, the Company has five reportable segments1) Moving Services-North America, 2) Moving Services-Europe and Asia Pacific, 3) Relocation Services,
4) Insurance Services and 5) Logistics Services. Segments 1) through 3) comprise Global Relocation Services. 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.

The
Moving ServicesNorth America segment operates as a provider of domestic and international residential moving services under the brand names of northAmerican Van Lines,
Allied Van Lines, Global Van Lines and Allied International. It operates using a network of exclusive domestic agents and nearly 600 affiliated representatives on an international basis. It markets to
corporations, private transferees and the military and government services and provides packing, loading, transportation, delivery and warehousing services for moves in the U.S. and Canada and also
coordinates these same services for customers on a global basis.

The
Moving ServicesEurope and Asia Pacific segment, operating principally as Pickfords or Allied Pickfords, operates in the United Kingdom, Europe, Australia, New Zealand
and other Asia Pacific locations and provides complete domestic and international residential moving services. It also provides business services including office moving services and records
management in most of the aforementioned locations.

72

---

The
Relocation Services segment operates as a global provider of domestic and international relocation services to corporate clients and their employees, including home sale services,
relocation coordination
services, expense management and transaction reporting. The Company acquired two relocation companies in 2002, and operates under the brand of SIRVA Relocation with five offices in the U.S., as well
as a relocation center in Australia.

The
Insurance Services segment provides coverage against loss from certain risks, primarily cargo warehousing, commercial auto physical damage, commercial auto liability and general
liability to agents, owner-operators affiliated with the Company and various other parties in the transportation industry. It is comprised of TransGuard, a multiple-line property and
casualty insurance company and NAIT, a leading provider of insurance and professional services to independent contract truck drivers.

The
Logistics Services segment operates in North America and Europe as a provider of specialized transportation, handling and delivery services to principally electronics, medical
equipment and other suppliers of sensitive goods with unique service requirements. It also provides supply chain management solutions including serialized tracking, inventory and stock management,
in-transit product merge and configuration and other customized services, principally to customers with unique requirements under the brand names of northAmerican Logistics and midiData.
It also provides freight forwarding and brokerage services to customers, as well as vehicle and driver services to the Company, agents and owner-operators.

The
tables below represent information about revenues, depreciation and amortization, income (loss) from operations and total assets by segment used by the chief decision-makers of the
Company as of and for the years ended December 31, 2002, 2001 and 2000:

|December 31, 2002:                      |  | Revenues |           | Depreciation and Amortization(1) |   | Income (Loss) from Operations |  | Total Assets(2)
|--------------------------------------- |  | -------- | --------- | -------------------------------- | - | ----------------------------- |  | ---------------
|Moving ServicesNorth America           |  | $        | 1,140,036 |                                  | $ | 10,809                        |  | $              
|Moving ServicesEurope and Asia Pacific |  |          | 350,626   |                                  |   | 15,525                        |  |                
|Relocation Services                     |  |          | 69,752    |                                  |   | 3,333                         |  |                
|                                        |  |          |           |                                  |   |                               |  |                
|Global Relocation Services              |  |          | 1,560,414 |                                  |   | 29,667                        |  |                
|Insurance Services                      |  |          | 81,552    |                                  |   | 1,623                         |  |                
|Logistics Services                      |  |          | 535,278   |                                  |   | 12,165                        |  |                
|                                        |  |          |           |                                  |   |                               |  |                
|Consolidated Totals                     |  | $        | 2,177,244 |                                  | $ | 43,455                        |  | $              
|                                        |  |          |           |                                  |   |                               |  |                

73

---

|December 31, 2001:                      |  | Revenues |           | Depreciation and Amortization(1) |   | Income (Loss) from Operations |  | Total Assets(2)
|--------------------------------------- |  | -------- | --------- | -------------------------------- | - | ----------------------------- |  | ---------------
|Moving ServicesNorth America           |  | $        | 1,280,564 |                                  | $ | 17,331                        |  | $              
|Moving ServicesEurope and Asia Pacific |  |          | 330,408   |                                  |   | 19,311                        |  |                
|Relocation Services                     |  |          | 2,057     |                                  |   | 21                            |  |                
|                                        |  |          |           |                                  |   |                               |  |                
|Global Relocation Services              |  |          | 1,613,029 |                                  |   | 36,663                        |  |                
|Insurance Services                      |  |          | 48,249    |                                  |   | 131                           |  |                
|Logistics Services                      |  |          | 588,025   |                                  |   | 11,948                        |  |                
|                                        |  |          |           |                                  |   |                               |  |                
|Consolidated Totals                     |  | $        | 2,249,303 |                                  | $ | 48,742                        |  | $              
|                                        |  |          |           |                                  |   |                               |  |                

|December 31, 2000:                      |  | Revenues |           | Depreciation and Amortization(1) |   | Income (Loss) from Operations |  |  
|--------------------------------------- |  | -------- | --------- | -------------------------------- | - | ----------------------------- |  | -
|Moving ServicesNorth America           |  | $        | 1,356,106 |                                  | $ | 19,179                        |  | $
|Moving ServicesEurope and Asia Pacific |  |          | 323,387   |                                  |   | 21,244                        |  |  
|Relocation Services                     |  |          | 1,835     |                                  |   | 54                            |  |  
|                                        |  |          |           |                                  |   |                               |  |  
|Global Relocation Services              |  |          | 1,681,328 |                                  |   | 40,477                        |  |  
|Insurance Services                      |  |          | 43,855    |                                  |   | 216                           |  |  
|Logistics Services                      |  |          | 653,511   |                                  |   | 13,187                        |  |  
|                                        |  |          |           |                                  |   |                               |  |  
|Consolidated Totals                     |  | $        | 2,378,694 |                                  | $ | 53,880                        |  | $
|                                        |  |          |           |                                  |   |                               |  |  

---

Specified
items related to segment assets:

|                                        |  | Year Ended
December 31, 2002
Capital Expenditures |        | Year Ended
December 31, 2001
Capital Expenditures |   | Year Ended
December 31, 2000
Capital Expenditures
|--------------------------------------- |  | ------------------------------------------------- | ------ | ------------------------------------------------- | - | -------------------------------------------------
|Moving ServicesNorth America           |  | $                                                 | 4,975  |                                                   | $ | 11,181                                           
|Moving ServicesEurope and Asia Pacific |  |                                                   | 17,472 |                                                   |   | 18,492                                           
|Relocation Services                     |  |                                                   | 1,294  |                                                   |   | 3                                                
|                                        |  |                                                   |        |                                                   |   |                                                  
|Global Relocation Services              |  |                                                   | 23,741 |                                                   |   | 29,676                                           
|Insurance Services                      |  |                                                   | 1,648  |                                                   |   | 44                                               
|Logistics Services                      |  |                                                   | 7,888  |                                                   |   | 18,628                                           
|                                        |  |                                                   |        |                                                   |   |                                                  
|Consolidated Totals                     |  | $                                                 | 33,277 |                                                   | $ | 48,348                                           
|                                        |  |                                                   |        |                                                   |   |                                                  

74

---

Revenue
and long-lived asset information by geographic area as of and for the years ended December 31, 2002, 2001 and 2000:

|              |  | 2002 |           | 2001 |   | 2000   
|------------- |  | ---- | --------- | ---- | - | -------
|
|United States |  | $    | 1,717,979 |      | $ | 456,745
|Foreign       |  |      | 459,265   |      |   | 254,815
|              |  |      |           |      |   |        
|Total         |  | $    | 2,177,244 |      | $ | 711,560
|              |  |      |           |      |   |        

Foreign
revenue is based on the country in which the sales originated, principally in the United Kingdom and Australia. Long-lived assets are comprised of property and
equipment, net and goodwill and intangible assets, net.

(19) Restructuring and Other Unusual Items

The following table provides details of restructuring for the year ended December 31, 2002:

Restructuring
Accrual as of
December 31, 2001

Restructuring
Credit

Payments

Restructuring
Accrual as of
December 31, 2002Logistics Parts CentersSeverance cost

$
40

$


$
(40
)
$
Building leases and other


2,197


(942
)

(741
)

514Total

$
2,237

$
(942
)
$
(781
)
$
514


75

---

The following tables provide details of restructuring for the year ended December 31, 2001:

Restructuring
Accruals as of
December 31,
2000

Restructuring
Charge

Other
Adjustments

Asset
Impairment

Payments

Restructuring
Accruals as of
December 31,
2001Fast Forward ProgramSeverance cost

$
418

$


$
292

$


$
(710
)
$
Outplacement services and other


257





(247
)




(10
)

Total restructuring cost


675





45





(720
)

Allied AcquisitionSeverance cost


335





(170
)




(165
)

Other


65





112





(177
)

Total restructuring cost


400





(58
)




(342
)

Branch SystemSeverance cost


135


595








(730
)

Total restructuring cost


135


595








(730
)

Business Needs Staffing AdjustmentSeverance cost


751


429


15





(1,195
)

Total restructuring cost


751


429


15





(1,195
)

Logistics Parts CentersSeverance cost





969


(325
)




(604
)

40Building leases





2,167


353





(403
)

2,117Asset impairment





772


(79
)

(576
)

(37
)

80Total restructuring cost





3,908


(51
)

(576
)

(1,044
)

2,237Total

$
1,961

$
4,932

$
(49
)
$
(576
)
$
(4,031
)
$
2,237


76

---

The following table provides details of restructuring for the year ended December 31, 2000:

|                                   |  | Restructuring
Accruals as of
December 25,
1999 |       | Allied
Acquisition
Adjustment |   | Restructuring
Charge |   | Other
Adjustments |       | Payments |   | Restructuring
Accruals as of
December 31,
2000
|---------------------------------- |  | ---------------------------------------------- | ----- | ----------------------------- | - | -------------------- | - | ----------------- | ----- | -------- | - | ----------------------------------------------
|Fast Forward Program               |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Severance cost                     |  | $                                              | 2,365 |                               |   |                     |   | $                 | 1,235 |          | $ | (265                                          
|Outplacement services and other    |  |                                                | 422   |                               |   |                     |   |                   |      |          |   | 105                                           
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Total restructuring cost           |  |                                                | 2,787 |                               |   |                     |   |                   | 1,235 |          |   | (160                                          
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Allied Acquisition                 |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Severance cost                     |  |                                                | 2,916 |                               |   | (1,255               | ) |                   |      |          |   |                                              
|Other                              |  |                                                | 860   |                               |   | (300                 | ) |                   |      |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Total restructuring cost           |  |                                                | 3,776 |                               |   | (1,555               | ) |                   |      |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Branch System                      |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Severance cost                     |  |                                                |      |                               |   |                     |   |                   | 2,700 |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Total restructuring cost           |  |                                                |      |                               |   |                     |   |                   | 2,700 |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Business Needs Staffing Adjustment |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Severance cost                     |  |                                                |      |                               |   |                     |   |                   | 1,084 |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Total restructuring cost           |  |                                                |      |                               |   |                     |   |                   | 1,084 |          |   |                                              
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               
|Total                              |  | $                                              | 6,563 |                               | $ | (1,555               | ) | $                 | 5,019 |          | $ | (160                                          
|                                   |  |                                                |       |                               |   |                      |   |                   |       |          |   |                                               



In January 1999, with the help of outside consultants, the Company initiated the Fast Forward Program, which was a detailed evaluation of its existing cost
structure. The program was comprised of a number of initiatives, primarily relating to employee redundancy. The charges included estimated severance costs for 237 employees across all operating
divisions of the Company, outplacement services and other costs. None of these charges related to the Allied Acquisition. A total of 188 employees were terminated. The remaining employees transferred
to other divisions or left the Company voluntarily. During 2000, the Fast Forward Program was completed, with remaining severance costs paid in 2001.



Included in the acquisition purchase price allocation were restructuring charges related to the Allied Acquisition, which reflected certain severance and
relocation costs the Company incurred to effect a worldwide integration plan for Allied's operations. A total of 66 employees were terminated and 55 were relocated. In 2000, based on an evaluation of
the remaining amount needed, a reduction of $1,555 was

77

---

made to the restructuring accrual, which was offset by an adjustment to goodwill. During 2000, the program was completed with remaining severance costs paid in 2001.



In 2000, the Company's Moving ServicesEurope and Asia Pacific segment initiated programs in its United Kingdom operations in an effort to restructure
the branch system and to eliminate management redundancy within its Pickfords Vanguard unit, reducing headcount by 93 employees. Charges were recorded as branch locations were identified for closure.
The identification process continued through 2001 and headcount was reduced by an additional 16 employees. The programs were completed in 2001.



In November 2000, due to business needs as determined by management, the Company established a restructuring reserve of $1,084 whereby headcount was
reduced by 50 employees. The charges included
estimated severance costs across all operating divisions of the Company. Severance costs were paid out and the program was completed in 2001.



In June 2001, the Company's Logistics Services segment established a program to exit the Parts Center business. The program 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
payments will continue through September 2005. During the year ended December 31, 2002, the restructuring accrual was reduced by $942 when the Company was able to sublease certain Parts
Centers facilities earlier than originally estimated. As of December 31, 2002, 293 employees had been terminated.

Other Unusual Items

Other unusual items for the year ended December 31, 2002 were comprised of $7,092 of impairment charges, due to a reduction in the number of software
modules implemented, as a result of a change in business strategy in Logistics Services, $4,658 of expenses related to the December 2002 SIRVA headquarters building move, $7,370 of pension and
retiree medical curtailment gain as the pension plan was frozen and retiree medical benefits were reduced (See Note 12) and $3,007 of gain from the sale of the Company's U.K. industrial moving
business. The net book value of the assets sold was $1,322 and 2002 operating losses for the disposed entity were $2,573.

(20) Related Party

The Company is a wholly owned subsidiary of SIRVA. SIRVA is 56.9% and 23.7% owned by Fund V and Fund VI, respectively.

78

---

The
Company, SIRVA and CD&R are parties to a consulting agreement pursuant to which CD&R is paid a management fee for financial advisory and management consulting services. For the years
ended December 31, 2002, 2001 and 2000, such fees were $1,375, $1,375 and $400, respectively.

The
Company has guaranteed loans made by a third-party lender in an aggregate principal amount of $810 and $21 as of December 31, 2002 and 2001, respectively, to various members
of management, including certain of our executive officers, in connection with their investment in SIRVA. We would become liable for such amounts in the event that a member of management would fail to
repay the principal and interest, when due. These loans mature in May 2004 and bear interest at the prime rate plus 1.0%. All loans to members of management were made prior to passage of the
Sarbanes-Oxley Act. Subsequent to its passage, the Company adopted a policy prohibiting us from making loans to or guaranteeing loans of executive officers.

The
receivable from SIRVA at December 31, 2002 and 2001 of $28,879 and $23,268, 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 December 31, 2002 and 2001 of $17,891 and $38,515, respectively, consists of amounts that the Company has received from the sale of SIRVA redeemable common
stock and common stock.

(21) 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 issued in connection with the Allied Acquisition ("Guarantor" entities) and those entities that did not guarantee
such debt ("Non-Guarantor" entities). See Note 2 for additional information on the Allied Acquisition.

79

---

Consolidated
condensed balance sheet data as of December 31, 2002 and 2001 is summarized as follows:

December 31, 2002Parent(1)

Total
Guarantors(2)

Non-
guarantors

Eliminations

NAVL
ConsolidatedCurrent assets:Accounts and notes receivable, net

$
100,220

$
140,764

$
77,396

$
(13,189
)
$
305,191Other current assets


33,998


53,722


53,939


(71
)

141,588Total current assets


134,218


194,486


131,335


(13,260
)

446,779Property and equipment, net


54,187


22,163


94,139





170,489Goodwill and intangible assets, net


537,836


3,235








541,071Other assets


304,816


196,473


248,476


(607,310
)

142,455Total assets

$
1,031,057

$
416,357

$
473,950

$
(620,570
)
$
1,300,794Current liabilities

$
106,011

$
208,351

$
153,711

$
(20,191
)
$
447,882Long-term debt and capital lease obligations


505,846


221


9,187





515,254Other liabilities


198,376


25,239


593


(107,374
)

116,834Total liabilities


810,233


233,811


163,491


(127,565
)

1,079,970Stockholder's equity


220,824


182,546


310,459


(493,005
)

220,824Total liabilities and stockholder's equity

$
1,031,057

$
416,357

$
473,950

$
(620,570
)
$
1,300,794


80

---

December 31, 2001Parent(1)

Total
Guarantors(2)

Non-
guarantors

Eliminations

NAVL
ConsolidatedCurrent assets:Accounts and notes receivable, net

$
118,345

$
92,560

$
63,795

$
(7,588
)
$
267,112Other current assets


43,935


21,701


44,619


(294
)

109,961Total current assets


162,280


114,261


108,414


(7,882
)

377,073Property and equipment, net


72,523


11,687


81,157





165,367Goodwill and intangible assets, net


409,993


3,236








413,229Other assets


160,434


151,257


374,030


(545,576
)

140,145Total assets

$
805,230

$
280,441

$
563,601

$
(553,458
)
$
1,095,814Current liabilities

$
152,406

$
138,820

$
122,525

$
(8,454
)
$
405,297Long-term debt and capital lease obligations


448,225


226


8,325





456,776Other liabilities


82,809


25,199





3,943


111,951Total liabilities


683,440


164,245


130,850


(4,511
)

974,024Stockholder's equity


121,790


116,196


432,751


(548,947
)

121,790Total liabilities and stockholder's equity

$
805,230

$
280,441

$
563,601

$
(553,458
)
$
1,095,814


Consolidated
condensed statements of operations data for the years ended December 31, 2002, 2001 and 2000 are summarized as follows:

|                                        |  | Year ended December 31, 2002 |        
|--------------------------------------- |  | ---------------------------- | -------
|
|Operating revenues                      |  | $                            | 741,591
|Total operating expenses                |  |                              | 728,103
|                                        |  |                              |        
|Income from operations                  |  |                              | 13,488 
|Non-operating income (expense)          |  |                              | 3,270  
|                                        |  |                              |        
|Income before interest and income taxes |  |                              | 16,758 
|Interest expense (income)               |  |                              | 47,888 
|                                        |  |                              |        
|Income (loss) before income taxes       |  |                              | (31,130
|Provision (benefit) for income taxes    |  |                              | 1,344  
|                                        |  |                              |        
|Net income (loss)                       |  | $                            | (32,474
|                                        |  |                              |        

81

---

|                                                                  |  | Year ended December 31, 2001 |        
|----------------------------------------------------------------- |  | ---------------------------- | -------
|
|Operating revenues                                                |  | $                            | 824,687
|Total operating expenses                                          |  |                              | 838,363
|                                                                  |  |                              |        
|Income (loss) from operations                                     |  |                              | (13,676
|Non-operating income (expense) and minority interest              |  |                              | 3,147  
|                                                                  |  |                              |        
|Income (loss) before interest, income taxes and accounting change |  |                              | (10,529
|Interest expense (income)                                         |  |                              | (16,798
|                                                                  |  |                              |        
|Income (loss) before income taxes and accounting change           |  |                              | 6,269  
|Provision (benefit) for income taxes                              |  |                              | (19,641
|                                                                  |  |                              |        
|Income (loss) before accounting change                            |  |                              | 25,910 
|                                                                  |  |                              |        
|Cumulative effect of accounting change, net of tax                |  |                              |       
|                                                                  |  |                              |        
|Net income (loss)                                                 |  | $                            | 25,910 
|                                                                  |  |                              |        

|                                                     |  | Year ended December 31, 2000 |        
|---------------------------------------------------- |  | ---------------------------- | -------
|
|Operating revenues                                   |  | $                            | 919,362
|Total operating expenses                             |  |                              | 932,364
|                                                     |  |                              |        
|Income (loss) from operations                        |  |                              | (13,002
|Non-operating income (expense) and minority interest |  |                              | 3,257  
|                                                     |  |                              |        
|Income (loss) before interest and income taxes       |  |                              | (9,745 
|Interest expense (income)                            |  |                              | 66,022 
|                                                     |  |                              |        
|Income (loss) before income taxes                    |  |                              | (75,767
|Provision (benefit) for income taxes                 |  |                              | (23,268
|                                                     |  |                              |        
|Net income (loss)                                    |  | $                            | (52,499
|                                                     |  |                              |        

82

---

Consolidated condensed statements of cash flows data for the years ended December 31, 2002, 2001 and 2000 are summarized as follows:

|                                                     |                                                    | Year ended December 31, 2002 |       
|---------------------------------------------------- | -------------------------------------------------- | ---------------------------- | ------
|
|Net cash provided by operating activities            |                                                    | $                            | 34,697
|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      |                              |       
|                                                     | Payment of agent contract costs                    |                              |       
|                                                     | Acquisitions (net of cash acquired)                |                              |       
|                                                     |                                                    |                              |       
|                                                     | Net cash used for investing activities             |                              |       
|                                                     |                                                    |                              |       
|Cash flows from financing activities:                |                                                    |                              |       
|                                                     | Borrowings from revolving credit facility, net     |                              |       
|                                                     | Change in balance of outstanding checks            |                              |       
|                                                     | Borrowings on long-term debt                       |                              |       
|                                                     | Principal payments on long-term debt               |                              |       
|                                                     | Principal payments under capital lease obligations |                              |       
|                                                     | Proceeds from capital contribution from parent     |                              |       
|                                                     | Other financing activities                         |                              |       
|                                                     |                                                    |                              |       
|Net cash provided by (used for) financing activities |                                                    |                              | 48,543
|                                                     |                                                    |                              |       
|Effect of translation adjustments on cash            |                                                    |                              |      
|                                                     |                                                    |                              |       
|Net increase (decrease) in cash and cash equivalents |                                                    |                              | (1,716
|Cash and cash equivalents at beginning of period     |                                                    |                              | 5,997 
|                                                     |                                                    |                              |       
|Cash and cash equivalents at end of period           |                                                    | $                            | 4,281 
|                                                     |                                                    |                              |       

83

---

|                                                     |                                                                      | Year ended December 31, 2001 |        
|---------------------------------------------------- | -------------------------------------------------------------------- | ---------------------------- | -------
|
|Net cash provided by (used for) operating activities |                                                                      | $                            | 82,473 
|                                                     |                                                                      |                              |        
|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                        |                              |        
|                                                     | Payment of agent contract costs                                      |                              |        
|                                                     | Acquisitions, net of cash acquired, including deferred consideration |                              |        
|                                                     |                                                                      |                              |        
|Net cash used for investing activities               |                                                                      |                              | (41,349
|                                                     |                                                                      |                              |        
|Cash flows from financing activities:                |                                                                      |                              |        
|                                                     | Borrowings from revolving credit facility, net                       |                              |        
|                                                     | Change in balance of outstanding checks                              |                              |        
|                                                     | Borrowings on long-term debt                                         |                              |        
|                                                     | Sale of equipment notes receivable                                   |                              |        
|                                                     | Principal payments on long-term debt                                 |                              |        
|                                                     | Principal payments under capital lease obligations                   |                              |        
|                                                     | Other financing activities                                           |                              |        
|                                                     |                                                                      |                              |        
|Net cash provided by (used for) financing activities |                                                                      |                              | (52,643
|                                                     |                                                                      |                              |        
|Effect of translation adjustment on cash             |                                                                      |                              |       
|                                                     |                                                                      |                              |        
|Net increase (decrease) in cash and cash equivalents |                                                                      |                              | (11,519
|Cash and cash equivalents at beginning of period     |                                                                      |                              | 17,516 
|                                                     |                                                                      |                              |        
|Cash and cash equivalents at end of period           |                                                                      | $                            | 5,997  
|                                                     |                                                                      |                              |        

84

---

|                                                     |                                                    | December 31, 2000 |        
|---------------------------------------------------- | -------------------------------------------------- | ----------------- | -------
|
|Net cash provided by (used for) operating activities |                                                    | $                 | 27,157 
|                                                     |                                                    |                   |        
|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      |                   |        
|                                                     | Payment of agent contract costs                    |                   |        
|                                                     | Acquisitions (net of cash acquired)                |                   |        
|                                                     |                                                    |                   |        
|Net cash used for investing activities               |                                                    |                   | (21,048
|                                                     |                                                    |                   |        
|Cash flows from financing activities:                |                                                    |                   |        
|                                                     | Borrowings from revolving credit facility, net     |                   |        
|                                                     | Change in balance of outstanding checks            |                   |        
|                                                     | Sale of equipment notes receivable                 |                   |        
|                                                     | Principal payments on long-term debt               |                   |        
|                                                     | Principal payments under capital lease obligations |                   |        
|                                                     | Other financing activities                         |                   |        
|                                                     |                                                    |                   |        
|Net cash provided by (used for) financing activities |                                                    |                   | 10,512 
|                                                     |                                                    |                   |        
|Effect of translation adjustment on cash             |                                                    |                   |       
|                                                     |                                                    |                   |        
|Net increase in cash and cash equivalents            |                                                    |                   | 16,621 
|Cash and cash equivalents at beginning of period     |                                                    |                   | 895    
|                                                     |                                                    |                   |        
|Cash and cash equivalents at end of period           |                                                    | $                 | 17,516 
|                                                     |                                                    |                   |        

---

85

---

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.

DelawareCorporate Transfer Service, Inc.

MinnesotaCRS Acquisition Corp.

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.

TexasProSource Properties, Ltd.

OhioRelocation Management Systems, Inc.

DelawareSIRVA Freight Forwarding, Inc.
(formerly known as NAVTRANS International Freight Forwarding, Inc.)

IndianaSIRVA Global Relocation, Inc.

DelawareSIRVA Relocation LLC

DelawareSIRVA Title Agency, Inc.
(formerly known as CRS Title Agency, Inc.)

OhioStorEverything, Inc.

DelawareU.S. Relocation Services, Inc.

DelawareVanguard Insurance Agency, Inc.

Illinois


Each
Guarantor (other than U.S. Relocation Services, Inc.) 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.

86

---



SCHEDULE II        NORTH AMERICAN VAN LINES, INC.        VALUATION AND QUALIFYING ACCOUNTS  For the Years Ended December 31, 2002 and 2001 and 2000  (Dollars in thousands)

|Col. A |                                               | Col. B |        | Col. C |   | Col. D |       | Col. E
|------ | --------------------------------------------- | ------ | ------ | ------ | - | ------ | ----- | ------
|
|
|2002:  |                                               |        |        |        |   |        |       |       
|       | Allowance for doubtful accounts               |        | $      | 24,386 |   | $      | 6,875 |       
|       | Valuation allowance for contracts receivable  |        |        | 367    |   |        |      |       
|       | Allowance for loss on sale of homes inventory |        |        |       |   |        | 1,453 |       
|       |                                               |        |        |        |   |        |       |       
|       |                                               | $      | 24,753 |        | $ | 8,328  |       | $     
|       |                                               |        |        |        |   |        |       |       
|2001:  |                                               |        |        |        |   |        |       |       
|       | Allowance for doubtful accounts               |        | $      | 26,721 |   | $      | 5,558 |       
|       | Valuation allowance for contracts receivable  |        |        | 255    |   |        | 112   |       
|       |                                               |        |        |        |   |        |       |       
|       |                                               | $      | 26,976 |        | $ | 5,670  |       | $     
|       |                                               |        |        |        |   |        |       |       
|2000:  |                                               |        |        |        |   |        |       |       
|       | Allowance for doubtful accounts               |        | $      | 18,771 |   | $      | 7,131 |       
|       | Valuation allowance for contracts receivable  |        |        | 255    |   |        |      |       
|       |                                               |        |        |        |   |        |       |       
|       |                                               | $      | 19,026 |        | $ | 7,131  |       | $     
|       |                                               |        |        |        |   |        |       |       

---

87

---



ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Directors and Executive Officers

The following table sets forth certain information with respect to our current directors and officers.

|Name                |  | Age |  | Position                                                  
|------------------- |  | --- |  | ----------------------------------------------------------
|Brian P. Kelley     |  | 42  |  | Director, President and Chief Executive Officer           
|James W. Rogers     |  | 52  |  | Chairman of the Board                                     
|Kathleen J. Affeldt |  | 54  |  | Director                                                  
|Wesley K. Clark     |  | 58  |  | Director                                                  
|Robert J. Dellinger |  | 42  |  | Director                                                  
|Kenneth E. Homa     |  | 54  |  | Director                                                  
|Edward H. Orzetti   |  | 37  |  | Director                                                  
|Richard J. Schnall  |  | 33  |  | Director                                                  
|Carl T. Stocker     |  | 59  |  | Director                                                  
|John M. Dupuy       |  | 46  |  | Senior Vice President, Operations and Business Development
|Michael P. Fergus   |  | 50  |  | President, Moving Services                                
|Ralph A. Ford       |  | 56  |  | Senior Vice President, General Counsel and Secretary      
|Douglas V. Gathany  |  | 47  |  | Vice President, Treasurer                                 
|Gregory S. Maiers   |  | 54  |  | President, Logistics Services                             
|Ronald L. Milewski  |  | 51  |  | Vice President, Finance and Corporate Controller          
|Robert J. Rosing    |  | 43  |  | President, Relocation Services                            
|Joan E. Ryan        |  | 46  |  | Senior Vice President, Chief Financial Officer            
|Todd W. Schorr      |  | 46  |  | Senior Vice President, Human Resources                    
|Lawrence A. Writt   |  | 45  |  | President, Insurance Services                             

Brian P. Kelleybecame our President and Chief Executive Officer, and a Director, in August 2002. Prior to joining our
company, Mr. Kelley served as President of the Lincoln Mercury business for Ford Motor Company since September, 2001. Prior to joining Ford, where he also was a Vice President of Global
Consumer Services from 1999 to 2001, Mr. Kelley was a senior executive for General Electric Company from 1994 to 1999. Mr. Kelley began his career at Proctor & Gamble in 1983,
where he was ultimately responsible for some of the company's profitable and recognized brand names. Mr. Kelley received a Bachelor of Arts in economics from The College of Holy Cross.

James W. Rogersbecame a Director of our company in February 1999, and currently serves as the Chairman of the Board of our company and of
the Executive Committee. Mr. Rogers is a principal of Clayton, Dubilier & Rice, Inc., a limited partner of CD&R Associates V Limited Partnership and CD&R Associates VI Limited
Partnership, and a stockholder and director of CD&R Investment Associates II, Inc. and CD&R Investment Associates VI, Inc. Prior to joining Clayton, Dubilier & Rice, Inc.
in 1998, Mr. Rogers was a Senior Vice President and a member of the Corporate Executive Council of General Electric Company. From 1995 to 1998, he was President and Chief Executive Officer of
GE Industrial Control Systems. Mr. Rogers is currently the Chairman of Brake Bros plc, a European-based food distribution company. Mr. Rogers also served as President and Chief Executive
Officer prior to Mr. Kelley joining our company in August 2002. Mr. Rogers has an undergraduate degree in economics from Rutgers College.

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Kathleen J. Affeldtbecame a Director of our company in August 2002 and currently serves as Chairman of the Compensation Committee of our
Board of Directors. Since July 1996, Ms. Affeldt has been Vice President of Human Resources at Lexmark International, Inc. Ms. Affeldt has been with Lexmark since it became an
independent company in 1991, previously serving as Human Resources Director. She began her career with IBM in sales, specializing in supply chain systems. Later she held a number of human resources
management positions with IBM.

General Wesley K. Clarkbecame a Director of our company in May 2001 and currently serves as Chairman of the Nominating and
Governance Committee of our Board of Directors. Prior to his retirement from the United States military, General Clark served as the Commander in Chief of the United States European Command and was
also the Supreme Allied Commander Europe from 1997 to 2000. He
graduated from the United States Military Academy at West Point and holds a master's degree in Philosophy, Politics and Economics from Oxford University. He graduated from the National War College,
Command and General Staff College, Armor Officer Advanced and Basic Courses, and Ranger and Airborne schools. General Clark was a White House Fellow in 1975-1976 and served as a Special
Assistant to the Director of the Office of Management and Budget. He has also served as an instructor and later Assistant Professor of Social Science at the United States Military Academy.

Robert J. Dellingerbecame a Director of our company in March 2003. Mr. Dellinger is Executive Vice President and Chief Financial Officer
of Sprint Corporation. Mr. Dellinger was elected to that office in June 2002, having served as Executive Vice PresidentFinance since April 2002. Before joining Sprint,
Mr. Dellinger had served as President and Chief Executive Officer of GE Frankona Re based in Munich, Germany with responsibility for the European operations of General Electric's Employers
Reinsurance Corporation, a global reinsurer, from 2000 to 2002. From 2001 to 2002, he also served as President and Chief Executive Officer of General Electric's Employers Reinsurance Corporation's
Property and Casualty Reinsurance business in Europe and Asia. From 1997 to 2000, he served as Executive Vice President and Chief Financial Officer of General Electric's Employers Reinsurance
Corporation. Other positions Mr. Dellinger held at GE include Manager of Finance for GE Motors and Industrial Systems and Director of Finance and Business Development for GE Plastics Pacific
based in Singapore. Mr. Dellinger graduated from Ohio Wesleyan University with a B.A. in economics and a minor in accounting. He is a member of the Financial Executives Institute.

Kenneth E. Homabecame Director of our company in May 1998. Mr. Homa is currently on the faculty of Georgetown University, McDonough
School of Business where he teaches graduate courses in marketing, new product development and operations. Prior to joining Georgetown in 1996, Mr. Homa was a consultant with McKinsey &
Company and held various executive and management positions with Black & Decker and General Electric. He is also Chairman of the Board of IQStat. Mr. Homa has an undergraduate degree in
economics from Princeton University and a MBA from the University of Chicago, where he was a lecturer in marketing and strategic planning.

Edward H. Orzettibecame a Director of our company in August 2002. Mr. Orzetti is Vice President Enterprise Excellence of
Textron Inc. Prior to joining Textron in October 2000, Mr. Orzetti spent five years in various positions at General Electric where he most recently served as general manager,
supply chain management for GE Supply. In addition, Mr. Orzetti directed GE's central European sourcing operations in the Czech Republic. Prior to joining GE, Mr. Orzetti worked for
Booz-Allen & Hamilton as a senior associate in their operations management group and for Johnson & Johnson as a manufacturing supervisor. Mr. Orzetti also served for
several years as an officer and helicopter pilot in the U.S. Army. Mr. Orzetti holds a BS degree in mechanical engineering from the United States Military Academy at West Point, an MS in
administration and human resource management from Central Michigan University and an MS in management, operations and strategy from the Sloan School of Management at the Massachusetts Institute of
Technology.

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Richard J. Schnallbecame a Director of our company in March 2002. Mr. Schnall is a principal of Clayton, Dubilier &
Rice, Inc. Prior to joining Clayton, Dubilier & Rice, Inc. in 1996, he worked in the Investment Banking division of Donaldson, Lufkin & Jenrette, Inc. and Smith
Barney & Co. Mr. Schnall serves as a director of Acterna Corporation and Brake Bros plc. He is a limited partner of CD&R Associates V Limited Partnership and CD&R Associates VI Limited
Partnership, and a director and stockholder of CD&R Investment Associates II, Inc. and CD&R Investment Associates VI, Inc. Mr. Schnall is a graduate of the Wharton School of
Business and Harvard Business School.

Carl T. Stockerbecame a Director of our company in May 2000 and currently serves as the Chairman of the Audit Committee of the Board. Mr.
Stocker has owned and managed his own acquisition, investment, and consulting company since 1996. Prior to that time, he served as Chief Financial Executive of General Electric's Industrial Systems
Business from 1990 to 1996 and Chief Information Technology Executive from 1992 to 1996. He was a member of GE's Corporate Finance and Information Technology Councils. He has also served as manager of
finance and senior integration leader for the Space Systems Division created by GE's acquisition of RCA. Mr. Stocker graduated from Wright State University in 1970 after serving with the U.S.
Army.

John M. Dupuyserves as Senior Vice President, Operations and Business Development with responsibility for U.S. moving services and
logistics operations and shared services, as well as corporate-wide responsibility for sourcing, information technology and business development. Mr. Dupuy joined us in 2001 and
brings over 20 years of experience in transforming operations, formulating business strategy and mergers and acquisitions. Prior to joining our company, Mr. Dupuy spent five years at Maytag
serving as Vice President of Strategic Planning, General Manager Emerging Solutions and Chief Information Officer. Prior to that, Mr. Dupuy worked as a management consultant conducting
strategic and operations improvement assignments for clients around the globe. Mr. Dupuy holds a Bachelor of Science degree in Industrial Engineering from Georgia Institute of Technology and an
MBA from Southern Methodist University.

Michael P. Fergusserves as President of Moving Services. Mr. Fergus has been President and Chief Executive Officer of Allied Van
Lines, one of our wholly owned subsidiaries, since 1995. Mr. Fergus joined Allied in 1973 and held various management positions in the company including Vice President, Allied International;
Senior Vice President, Operations; and Chief Operating Officer. Mr. Fergus is past Chairman of the Household Goods Carriers' Bureau, is a member of the World Trade Club, and serves as Chairman
of the Board of Directors for the American Moving & Storage Association. Mr. Fergus holds a Bachelor of Science in communications from Southern Illinois University.

Ralph A. Fordjoined us in 1999 and serves as Senior Vice President, General Counsel and Secretary. Prior to joining our company,
Mr. Ford served 18 years in the General Electric legal department, most recently as General Counsel to GE Industrial Control Systems. Prior to that, Mr. Ford served as group
counsel for Bell & Howell Company, as an attorney for E.I. duPont deNemours & Co. and an associate with Venable, Baetjer & Howard. Mr. Ford earned a Bachelor of Arts from
Morgan State University and a Juris Doctor from Boston University Law School.

Douglas V. Gathanyjoined us in 2001 and currently serves as Vice President, Treasurer. Prior to joining us, Mr. Gathany served in
various positions with Montgomery Ward since 1979, including as Vice PresidentTreasurer. He received a Masters of Business Administration in Finance from The University of Chicago and a
B.A. from Colby College.

Gregory S. Maiershas served as President, Logistics Services since September 2001. Previously, he held a number of management
leadership positions with North American Van Lines from 1985 to 2000 and served as President and Chief Executive Officer of Nexmove.com from 2000 to 2001. Prior to that he spent approximately
10 years in the freight industry with a variety of other businesses. He received a Masters of Business Administration in transportation and logistics from Michigan State University and a
Bachelor of Science in marketing and economics from Eastern Michigan University.

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Ronald L. Milewskijoined us in 1990 and serves as Vice President, Finance and Corporate Controller. Prior to February 12, 2003,
Mr. Milewski served as Senior Vice President and Chief Financial Officer. Previously, Mr. Milewski served as Group Controller at Johnson Controls from 1985 to 1990 and Assistant
Controller for Hoover Universal from 1979 to 1985. Mr. Milewski holds a Bachelor of Business Administration in accounting from Eastern Michigan University and is a Certified Public Accountant,
having started his career with Ernst & Young in 1974. He is a member of the American Institute of Certified Public Accountants, the American Moving and Storage Association and the ATA Technical
Councils.

Robert J. Rosingserves as President, Relocation Services. Mr. Rosing brings more than 20 years of experience to our
company, joining us after our 2002 purchase of the relocation services business of CRS. After joining CRS in 1995, Mr. Rosing served as President of its Cooperative Mortgage Services and
ProSource Properties subsidiaries and was also Senior Vice President of Operations for all of CRS's Cleveland-based relocation services. Prior to joining CRS, Mr. Rosing served as Executive
Vice President and CFO for Holland Mortgage Corporation, where he managed all operations, finance, legal and human resource activities. Mr. Rosing earned a Bachelor of Science degree in Natural
Sciences from Xavier University and a Masters degree in Business AdministrationFinance from Cleveland State University.

Joan E. Ryanserves as Senior Vice President and Chief Financial Officer. Prior to joining us in February 2003, Ms. Ryan
served as Executive Vice President and Chief Financial Officer of Tellabs, Inc. and also as a Director of our company. Prior to joining Tellabs in February 2000, Ms. Ryan served,
since 1998, with Alliant Foodservice, Inc. as Vice President, Corporate Controller and as Senior Vice President and Chief Financial Officer. Ms. Ryan served as Vice President of Finance
and Chief Financial Officer of Ameritech Small Business Services from 1995 to 1998. Ms. Ryan began her career in 1978 with Price Waterhouse and Company and held various leadership and
management positions at Baxter Healthcare Corporation, Kewaunee Scientific Corporation and the Nutrasweet Company. Ms. Ryan is a director of Federal Signal Corporation. Ms. Ryan holds a
bachelor's degree in accounting from the University of Illinois, Champaign-Urbana and is a certified public accountant.

Todd W. Schorrserves as Senior Vice President, Human Resources and joined us in June 2000. Mr. Schorr has over
18 years of broad functional experience and proven leadership in the Human resources area at Pepsi Co. and Cummins Inc. Prior to joining us, Mr. Schorr served from 1994 to 2000 at
Cummins as Group Director of International Human Resources with functional responsibility for operations in India, China, the United Kingdom, Korea, Japan, Brazil, Mexico, and Australia.
Mr. Schorr holds a Bachelor of Science degree from Indiana University, and a Masters degree with specialization in Labor Relations and Labor Law from Indiana University.

Lawrence A. Writtserves as President, Insurance Services. Mr. Writt joined Allied Van Lines, one of our wholly owned subsidiaries,
in 1979 and since 1991 has been President and Chief Executive Officer of TransGuard Insurance Company of America, Inc. and Vanguard Insurance Agency, Inc., both wholly owned subsidiaries
of Allied Van Lines. Mr. Writt is also a director of both TransGuard and Vanguard. Mr. Writt has a Bachelor of Science in economics and accounting from St. Joseph's College.

Composition of the Board and its Committees

The business and affairs of North American Van Lines are managed under the direction of its Board of Directors. Each of the directors of North American Van Lines
is also a director of SIRVA (the holder of all of North American Van Lines' outstanding common stock). The Board is currently composed of eight directors, none of whom, with the exception of
Mr. Kelley and Mr. Rogers, are officers of SIRVA or North American Van Lines. No director who is (1) an officer or employee of Clayton, Dubilier & Rice, Inc. at any
time that Clayton, Dubilier & Rice, Inc. is providing consulting services to North American Van Lines or (2) an officer of North American Van Lines, is entitled to receive any
compensation for his services as a director (although he may be reimbursed his reasonable expenses in connection with such service). Each director may hold office until his or her successor has been
duly elected and qualified, or until his or her earlier death, resignation or removal.

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The
North American Van Lines Board has established the following committees:



The Executive Committee may, in the intervals between meetings of the Board, exercise the powers and authority of the Board in the management of the property,
affairs and business of North American Van Lines. The Executive Committee currently consists of James W. Rogers (Chairman), Brian P. Kelley and Richard J. Schnall.



The Compensation Committee makes recommendations to the Board regarding salaries and any supplemental employee compensation of the executive officers and acts
upon management's recommendations for salary and supplemental compensation for all other employees. The Compensation Committee also acts upon management's recommendations which require director action
with respect to all employee pension and welfare benefit plans. The Compensation Committee currently consists of Kathleen J. Affeldt (Chairman), General Wesley K. Clark and James W. Rogers.



The Audit Committee recommends to the Board the firm of independent certified public accountants to annually audit the books and records of North American Van
Lines. The Audit Committee reviews and reports on the activities of the independent certified public accountants to the Board and reviews and advises the Board as to the adequacy of North American Van
Lines' system of internal accounting controls. The Audit Committee currently consists of Carl T. Stocker (Chairman), Robert J. Dellinger, Kenneth E. Homa, Edward H. Orzetti and Richard J.
Schnall.



The Nominating and Governance Committee assists the Board by identifying individuals qualified and suitable to be nominated as members of the Board and its
committees. It also develops and recommends to the Board a set of corporate governance principles for the company. The Nominating and Governance Committee currently consists of General Wesley K. Clark
(Chairman) and James W. Rogers.



The Board may form such other committees of the Board as it deems appropriate.

Compensation of Directors

Members of the North American Van Lines Board and of the SIRVA Board who are not employees of North American Van Lines, SIRVA or Clayton, Dubilier &
Rice, Inc. receive an annual retainer fee of $40,000. An additional annual fee of $10,000 is paid to the chairman of each committee who is not an employee of North American Van Lines, SIRVA or
Clayton, Dubilier & Rice, Inc. Members of the SIRVA Board do not receive any additional compensation for their services in such capacity. All directors are reimbursed for reasonable
travel and lodging expenses incurred to attend meetings.

On
June 13, 2002, the SIRVA Board of Directors approved the SIRVA, Inc. Directors Compensation Plan, under which members of the Board of Directors of SIRVA and NAVL who are
not employees of SIRVA, NAVL or Clayton, Dubilier & Rice, Inc. would receive at least 50% of such director's compensation in common stock of SIRVA and the balance in cash, as elected by the
director. The cash payment and the stock grant will be made quarterly in arrears. The chairman of each committee who is a director eligible to participate in the Directors Compensation Plan receives
an additional annual fee of $10,000 in cash. The Directors Compensation Plan has a five-year term and 100,000 shares of SIRVA common stock will be available for issuance under the plan.

The
Directors Compensation Plan also permits an eligible director to elect to receive 50% or more of his or her total compensation in "deferred" shares and the balance in SIRVA shares,
cash or both, if such

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director so elects prior to the beginning of the calendar year in which services are to be performed. These deferred shares represent SIRVA's contractual promise to deliver SIRVA shares when a
participating director's service as a director has terminated.

ITEM 11.    EXECUTIVE COMPENSATION

The following table describes the compensation paid to (a) the current and former Chief Executive Officers for services rendered during the fiscal year
ended December 31, 2002 and (b) the four other most highly compensated executive officers for services rendered during the fiscal year ended December 31, 2002 (collectively, the
"Named Executives").

|                                                                                |  |      |  |   |         |  |   |         |  | Long
Compensation Awards
|------------------------------------------------------------------------------- |  | ---- |  | - | ------- |  | - | ------- |  | ------------------------
|
|Brian P. Kelley(1)
Director, President
Chief Executive Officer                  |  | 2002 |  | $ | 210,096 |  | $ | 234,726 |  | $                       
|James W. Rogers(2)
Chairman of the Board,
President and Chief
Executive Officer |  | 2002 |  |   |        |  |   |        |  |                         
|Michael P. Fergus
President, Moving Services                                    |  | 2002 |  | $ | 299,988 |  | $ | 146,244 |  | $                       
|Ralph A. Ford
Senior Vice President,
General Counsel and Secretary              |  | 2002 |  | $ | 238,500 |  | $ | 112,601 |  | $                       
|John M. Dupuy
Senior Vice President,
Operations and Business
Development        |  | 2002 |  | $ | 225,000 |  | $ | 123,133 |  | $                       
|Lawrence A. Writt,
President, Insurance
Services                                |  | 2002 |  | $ | 214,477 |  | $ | 159,062 |  | $                       

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Option Grants in the Fiscal Year Ended December 31, 2002

The following table sets forth information concerning individual grants of stock options made during the fiscal year ended December 31, 2002 to the Named
Executives.

|                  |  |         |  | % of Total
Options
Granted
to
Employees
in the
fiscal year
ended
December 31,
2002 |   |   |       |  |                   |  |   |          
|----------------- |  | ------- |  | ---------------------------------------------------------------------------------- | - | - | ----- |  | ----------------- |  | - | ---------
|
|
|
|
|Brian P. Kelley   |  | 210,000 |  | 29.9                                                                               | % | $ | 14.20 |  | November 15, 2012 |  | $ | 4,857,365
|James W. Rogers   |  |        |  |                                                                                   |   |   |      |  |                  |  |   |         
|Michael P. Fergus |  |        |  |                                                                                   |   |   |      |  |                  |  |   |         
|Ralph A. Ford     |  |        |  |                                                                                   |   |   |      |  |                  |  |   |         
|John M. Dupuy     |  | 40,000  |  | 5.7                                                                                | % | $ | 14.20 |  | February 15, 2012 |  | $ | 925,213  
|Lawrence A. Writt |  |        |  |                                                                                   |   |   |      |  |                  |  |   |         

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Stock Option Grants and Values as of December 31, 2002

The following table sets forth information regarding grants of options to purchase shares of SIRVA common stock and the value of such options as of
December 31, 2002. Such options were granted to the Named Executives listed in the Summary Compensation Table in "Executive Compensation" pursuant to the SIRVA, Inc. Stock Incentive Plan
described above.

AGGREGATED OPTION EXERCISES IN 2002  AND DECEMBER 31, 2002 OPTION VALUE

|                  |  |   |  |   |  | Number of securities underlying unexercised options at fiscal
year-end(#) |  | Value of unexercised in- the-money options at fiscal
year-end ($)
|----------------- |  | - |  | - |  | ------------------------------------------------------------------------- |  | -----------------------------------------------------------------
|
|Brian P. Kelley   |  |  |  |  |  | 0 shares/
210,000 shares                                                  |  | $                                                                
|James W. Rogers   |  |  |  |  |  | 0 shares/
0 shares                                                        |  | $                                                                
|Michael P. Fergus |  |  |  |  |  | 45,816 shares/
54,184 shares                                              |  | $                                                                
|Ralph A. Ford     |  |  |  |  |  | 34,976 shares/
35,024 shares                                              |  | $                                                                
|John M. Dupuy     |  |  |  |  |  | 1,000 shares
44,000 shares                                                |  | $                                                                
|Lawrence A. Writt |  |  |  |  |  | 14,580 shares/
16,400 shares                                              |  | $                                                                

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Retirement Plans

NAVL sponsors the SIRVA Employee Retirement Plan, a funded, non-contributory defined benefit pension plan covering eligible employees of North
American Van Lines in the United States. NAVL also sponsors an excess benefit plan which is an unfunded, non-qualified plan that provides retirement benefits not otherwise provided under
the retirement plan because of the benefit limitations imposed by Section 415 and 401(a)(17) of the Internal Revenue Code. The excess benefit plan ensures that an executive receives the total
pension benefit to which he or she would otherwise be entitled, were it not for such Code limitations. Brian P. Kelley, Michael P. Fergus, Ralph A. Ford, John M. Dupuy and Lawrence A. Writt
were the only Named Executives participating in these plans during fiscal year 2002. The pension plan and the excess benefit plan were frozen, effective date December 31, 2002.

The
retirement plan provides each eligible employee with retirement benefits based principally on years of service with SIRVA, compensation rates over that time and estimated primary
Social Security benefits. The following table shows the estimated annual pension benefits payable to a covered participant at normal retirement age (65) under both the retirement plan and the
excess benefit plan. These benefits are based on the final pay formula contained in the retirement plan that applies to all benefits and that accrue under both plans, which is discussed below.

PENSION PLAN TABLE

|           |  | Years of Service
|---------- |  | ----------------
|
|
|$  200,000 |  | $               
|$  225,000 |  | $               
|$  250,000 |  | $               
|$  275,000 |  | $               
|$  300,000 |  | $               
|$  400,000 |  | $               
|$  600,000 |  | $               
|$  800,000 |  | $               
|$1,000,000 |  | $               
|$1,200,000 |  | $               

Benefits
available under the retirement plan and the excess benefit plan are subject to offset for Social Security benefits. Compensation taken into account under the plans is the
average monthly compensation paid to a participant during the consecutive 60-month period over the most recent 120-month period that produces the highest average compensation.
For this purpose, compensation includes the total of base salary and bonus.

Benefits
are payable in the form of straight life annuity or a joint and survivor annuity. As of December 31, 2002, Mr. Ford had accrued 3.5 years of credited
service.

Employment Agreement with Brian P. Kelley

Effective August 19, 2002, Brian P. Kelley became SIRVA's and North American Van Lines' President and Chief Executive Officer. Mr. Kelley will
receive an annual base salary of $575,000 and participate in SIRVA's management bonus plan, with a target annual bonus opportunity up to 100% of his base salary. If Mr. Kelley's employment is
terminated without cause, he will continue to receive his annual base salary and health benefits for one year (or, if earlier, until he obtains other employment). Upon such an involuntary termination
within two years following a change of control, Mr. Kelley will instead receive a payment equal to twice his annual base salary, as well as a pro rated bonus for the year of termination (based
on his target opportunity for such year).

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In
connection with his employment, Mr. Kelley was afforded the opportunity to purchase 70,000 shares of SIRVA's common stock at $14.20 per share, the then current fair market
value of the SIRVA
common stock. In connection therewith, Mr. Kelley was also granted options to purchase 210,000 SIRVA common stock, which will generally vest over five years based on the passage of time and his
continued employment.

Compensation Committee Interlocks and Insider Participation

The Board established a Compensation Committee to review all compensation arrangements for executive officers of North American Van Lines. The individuals serving
on the Compensation Committee during 2002 were James W. Rogers (Chairman through March), Kenneth E. Homa (Chairman beginning in March), Edmund M. Carpenter (through March), Kathleen J. Affeldt
(beginning in August), Wesley K. Clark and Richard J. Schnall (beginning in March). Mr. Rogers, who served as President and Chief Executive Officer of SIRVA and North American Van Lines through
August 18, 2002, is a principal of Clayton, Dubilier & Rice, Inc., a limited partner of CD&R Associates Fund V Limited Partnership and CD&R Associates Fund VI Limited Partnership
and a stockholder and director of CD&R Investment Associates II, Inc. and CD&R Investment Associates VI, Inc. Mr. Schnall is a principal of Clayton, Dubilier &
Rice, Inc., a limited partner of CD&R Associates V Limited Partnership and CD&R Associates VI Limited Partnership, and a director and stockholder of CD&R Investment Associates II, Inc.
and CD&R Investment Associates VI, Inc.

Clayton,
Dubilier & Rice, Inc. receives an annual fee for management and financial consulting services to North American Van Lines, including expenses. The consulting fees
paid to Clayton, Dubilier & Rice, Inc. were $0.4 million for each of 1998 through 2000. Such consulting fees were increased to $1.0 million annually from January 1, 2001
and will be reviewed on an annual basis. We paid Clayton, Dubilier & Rice, Inc. an additional $0.375 million in consulting fees in each of 2001 and 2002 in connection with the
services provided by Mr. Rogers as President and Chief Executive Officer of North American Van Lines through August 18, 2002. Mr. Rogers received no compensation for his services
as President and Chief Executive Officer. SIRVA and North American Van Lines have also agreed to indemnify the members of the Boards to the full extent permitted by Delaware law, and to indemnify
Clayton, Dubilier & Rice, Inc. and Fund V (together with any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., including Fund VI, their respective
directors, officers, partners, employees, agents and controlling persons) against certain liabilities incurred under the federal securities laws and other laws regulating the business of North
American Van Lines and certain other claims and liabilities with respect to their services for SIRVA and North American Van Lines.

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ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Equity Compensation Plan Information

The following table sets forth information, as of the fiscal year ended December 31, 2002, concerning compensation plans (including individual compensation
arrangements) under which our equity securities are authorized for issuance, aggregated as follows:

|                                                              |  | (a)       |  | (b) |       | (c)
|------------------------------------------------------------- |  | --------- |  | --- | ----- | ---
|
|Equity compensation plans approved by security holders        |  | 1,000,000 |  | $   | 13.68 |    
|Equity compensation plans not approved by security holders(1) |  | 315,974   |  | $   | 14.20 |    
|Total                                                         |  | 1,315,974 |  | $   | 13.80 |    

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Ownership of Capital Stock

SIRVA owns all of the outstanding capital stock of North American Van Lines. The outstanding capital stock of SIRVA is beneficially owned as set forth in the
following table, which includes information as of December 31, 2002 as to:



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|Name and Address of Beneficial Owner(1)                          |                                                                        | Number
of Shares |  | Percentage
of Shares |  
|---------------------------------------------------------------- | ---------------------------------------------------------------------- | ---------------- |  | -------------------- | -
|Clayton, Dubilier & Rice Fund V Limited Partnership(2)           |                                                                        | 10,164,590       |  | 56.9                 | %
|                                                                 | 1403 Foulk Road, Suite 106
Wilmington, Delaware 19803                  |                  |  |                      |  
|Clayton, Dubilier & Rice Fund VI Limited Partnership(3)          |                                                                        | 4,225,370        |  | 23.7                 | %
|                                                                 | 1403 Foulk Road, Suite 106
Wilmington, Delaware 19803                  |                  |  |                      |  
|NFC International Holdings (Netherlands II) BV(4)                |                                                                        | 3,187,790        |  | 17.0                 | %
|                                                                 | c/o Exel plc
Ocean House
The Ring
Bracknell
Berkshire RG12 1AW
England |                  |  |                      |  
|Name of Executive Officer or Director                            |                                                                        |                  |  |                      |  
|Brian P. Kelley                                                  |                                                                        | 70,000           |  | *                    |  
|James W. Rogers                                                  |                                                                        | 141,570          |  | *                    |  
|John M. Dupuy(5)                                                 |                                                                        | 21,000           |  | *                    |  
|Michael P. Fergus(6)                                             |                                                                        | 85,816           |  | *                    |  
|Ralph A. Ford(7)                                                 |                                                                        | 72,016           |  | *                    |  
|Douglas V. Gathany                                               |                                                                        | 22,470           |  | *                    |  
|Gregory S. Maiers                                                |                                                                        | 13,500           |  | *                    |  
|Ronald L. Milewski(8)                                            |                                                                        | 76,286           |  | *                    |  
|Robert J. Rosing                                                 |                                                                        | 20,000           |  | *                    |  
|Joan E. Ryan                                                     |                                                                        | 93               |  | *                    |  
|Todd W. Schorr(9)                                                |                                                                        | 16,000           |  | *                    |  
|Lawrence A. Writt(10)                                            |                                                                        | 27,570           |  | *                    |  
|Kathleen J. Affeldt                                              |                                                                        | 15               |  | *                    |  
|Wesley K. Clark                                                  |                                                                        | 704              |  | *                    |  
|Robert J. Dellinger                                              |                                                                        |                 |  |                      |  
|Kenneth E. Homa                                                  |                                                                        | 25,046           |  | *                    |  
|Edward H. Orzetti                                                |                                                                        |                 |  |                      |  
|Richard J. Schnall                                               |                                                                        |                 |  |                      |  
|Carl T. Stocker                                                  |                                                                        | 704              |  | *                    |  
|All directors and executive officers as a group (19 persons)(11) |                                                                        | 592,790          |  | 3.3                  | %

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ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Each of Fund V and Fund VI is a private investment fund managed by Clayton, Dubilier & Rice, Inc. Amounts contributed to Fund V or to Fund VI by its limited
partners are invested at the discretion of the general partner in equity or equity-related securities of entities formed to effect leveraged acquisition transactions and in the equity of corporations
where the infusion of capital, coupled with the provision of managerial assistance by Clayton, Dubilier & Rice, Inc., can be expected to generate returns on investments comparable to returns
historically achieved in leveraged acquisition transactions.

The
general partner of Fund V is CD&R Associates V Limited Partnership, a Cayman Islands exempted limited partnership ("Associates V"). Associates V has three general partners. The
managing general partner of Associates V is CD&R Investment Associates II, Inc., a Cayman Islands exempted company ("Investment Associates II"). The other general partners of Associates V are CD&R
Cayman Investment Associates, Inc., a Cayman Islands exempted company ("Associates Cayman Inc."), and CD&R Investment Associates, Inc., a Delaware corporation ("Associates Inc."). Under the
partnership agreement of Associates V, all management authority (other than with respect to the amendment of the partnership agreement) is vested in Investment Associates II. The general partner of
Fund VI is CD&R Associates VI Limited Partnership, a Cayman Islands exempted limited partnership ("Associates VI"). Associates VI has a general partner, CD&R Investment Associates VI, Inc., a Cayman
Islands exempted company ("Investment Associates VI"). An organization chart showing the ownership structure of SIRVA, on an undiluted basis, and NAVL is set forth below:

GRAPHIC

Each
of James Rogers and Richard Schnall, who are principals of Clayton, Dubilier & Rice, Inc., and limited partners of Associates V and Associates VI and stockholders and directors of
Investment Associates II and Investment Associates VI, is a director of North American Van Lines.

Clayton,
Dubilier & Rice, Inc. is a private investment firm that is organized as a Delaware corporation. Clayton, Dubilier & Rice, Inc. is the manager of a series of investment funds,
including Fund V and Fund VI, formed to invest in equity or equity-related securities. Clayton, Dubilier & Rice, Inc. generally assists in structuring, arranging financing for and negotiating the
transactions in which the funds it manages invest. After the consummation of such transactions, Clayton, Dubilier & Rice, Inc. generally provides management and financial consulting services to the
companies in which its investment funds have invested during the period of such funds' investment. Such services include helping such companies to establish effective banking, legal and other business
relationships and assisting management in developing and implementing strategies for improving the operational, marketing and financial performance of such companies.

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SIRVA,
North American Van Lines and Clayton, Dubilier & Rice, Inc. are parties to an Amended and Restated Consulting Agreement, dated as of January 1, 2001, pursuant to which
Clayton, Dubilier & Rice, Inc. provides financial advisory and management consulting services to SIRVA and North American Van Lines. Clayton, Dubilier & Rice, Inc. is paid a management fee of
$1.0 million annually, which is reviewed on an annual basis. For each of the years ended December 31, 2002 and 2001, Clayton, Dubilier & Rice, Inc. was paid an additional
$0.375 million in connection with the services provided by Mr. Rogers, a principal of Clayton, Dubilier & Rice, Inc., as President and Chief Executive Officer of SIRVA and North American
Van Lines from his election in April 2001 until Brian Kelley was named President and Chief Executive Officer in August 2002. Mr. Rogers received no compensation for his services as President
and Chief Executive Officer.

SIRVA
and North American Van Lines have also entered into an Indemnification Agreement, dated as of March 30, 1998, in favor of Clayton, Dubilier & Rice, Inc. and Fund V (together
with any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., including Fund VI, their respective directors, officers, partners, employees, agents and controlling persons, the
"Indemnitees"), pursuant to which SIRVA and North American Van Lines have agreed, subject to certain exceptions, to indemnify and hold harmless the members of the boards of directors of SIRVA and
North American Van Lines to the full extent permitted by Delaware law, and to indemnify the Indemnitees from and against any suits, claims, damages or expenses that may be made against or incurred by
them under applicable securities laws in connection with offerings of securities of North American Van Lines, liabilities to third parties arising out of any action or failure to act by North American
Van Lines, and, except in the case of gross negligence or intentional misconduct, the provision by Clayton, Dubilier & Rice, Inc. of management, consulting and financial advisory services.

North
American Van Lines has guaranteed loans made by a third-party lender in an aggregate principal amount of $0.8 million as of December 31, 2002, to twelve members of
management, including certain of our executive officers, in connection with their investment in SIRVA. We would become liable for such amounts in the event that a member of management would fail to
pay the principal and interest, when due. These loans mature in May 2004 and bear interest at the prime rate plus 1.0%. The loans were made prior to the passage of the Sarbanes-Oxley Act. Subsequent
to its passage, we adopted a policy prohibiting us from making loans to or guaranteeing loans of executive officers.

An
affiliate of Exel, NFC International Holdings (Netherlands II) BV, holds a Common Stock Purchase Warrant issued by SIRVA in connection with the Allied Acquisition. The warrant
entitles the holder to purchase 874,800 shares of common stock of SIRVA, par value $0.01 per share, at an exercise price of $40.00 per share. The term of the warrant is five years and it contains
customary anti-dilution protections. In addition, the warrant and any shares issued upon its exercise are subject to certain transfer restrictions, including rights of first refusal and drag-along
rights in our favor and in favor of Fund V and hold-back covenants.

An
affiliate of Exel also holds 24,500 shares of junior preferred stock of SIRVA, which shares have an initial liquidation preference of $24.5 million. The dividend rate on this
junior preferred stock is 12.4% compounded quarterly, although the payment of dividends is subject to the discretion of the Board of Directors of SIRVA and the ability of SIRVA to pay dividends is
subject to our various debt agreements, including the indenture and the senior credit facility. In limited circumstances, the junior preferred stock is exchangeable at the option of SIRVA for
subordinated exchange debentures of SIRVA. Subject to the terms of our debt agreements, including the indenture and the senior credit facility agreements, the junior preferred stock is required to be
redeemed on the eleventh anniversary of its issue date, or upon the occurrence of certain other events. In addition, SIRVA has a right, subject to the terms of its debt agreements, to redeem the
junior preferred stock at any time after the first anniversary of its issue date.

SIRVA
and Exel are parties to a letter agreement which gives Exel the right, so long as it or any of its affiliates holds ten percent of the outstanding shares of SIRVA, to nominate one
director to the board of

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directors of SIRVA and North American Van Lines. The remaining members of the boards are appointed by Fund V. The letter agreement also imposes certain restrictions on the transfer of the 1,749,610
shares of common stock of SIRVA held by NFC International Holdings (Netherlands II), such as rights of first refusal, drag-along rights and hold-back covenants.

SIRVA
and Fund V are parties to a Registration and Participation Agreement, dated as of March 30, 1998, as amended, which permits holders of securities of SIRVA to require SIRVA
to register their securities and pay for such registration under certain conditions. In connection with the Allied Acquisition, this agreement was amended to include Exel as a party and to accord Exel
the right, so long as it or its affiliate owns 1,156,500 shares of common stock of SIRVA, to demand that SIRVA register its securities. In addition, the amendment allows Exel or such affiliate to
participate in the demand rights exercised by other holders of SIRVA securities and if Fund V or any other investment vehicle managed by Clayton, Dubilier & Rice, Inc., including Fund VI, subscribes
for additional shares of SIRVA, to buy a pro rata portion of such shares.

SIRVA
and Fund V are parties to a Stock Subscription Agreement, dated as of March 30, 1998, which sets forth the terms and conditions of the purchase by Fund V of 6,150,500 shares
of common stock of SIRVA. Pursuant to such agreement, Fund V is entitled to consult with SIRVA with respect to the operation of SIRVA or any of its subsidiaries at any time, to have observers attend
meetings of the board of directors of SIRVA and certain of its subsidiaries and to receive all quarterly and annual
financial reports and budgets, as well as other documents, of SIRVA. In addition, the Stock Subscription Agreement imposes certain restrictions on the transfer of the shares of common stock of SIRVA
owned by Fund V.

On
December 1, 1999, pursuant to two Stock Subscription Agreements, each dated as of November 19, 1999, Fund V and Exel purchased 2,253,520 and 563,380 shares of common stock of
SIRVA, respectively. These Stock Subscription Agreements impose certain restrictions on the transfer of the shares of common stock purchased under these agreements and provide that the purchasers of
such stock are entitled to the rights and subject to the obligations created under the Registration and Participation Agreement described above. The proceeds of this stock subscription were used to
repay a $40.0 million interim loan incurred by SIRVA in connection with the Allied Acquisition. As a result of this stock subscription, accredited investors who were stockholders of SIRVA at
the time of such subscription, including members of management, were entitled to buy, on a pro rata basis, additional shares of common stock from SIRVA. The total number of shares purchased by these
accredited investors was 65,620.

In
connection with the Allied Acquisition, in December 1999, SIRVA offered and sold to certain members of North American Van Lines' management shares of its common stock and granted
options to purchase such shares, pursuant to the SIRVA Stock Incentive Plan. Several additional management offerings were made in 2000, 2001 and 2002. As of December 31, 2002,
104 members of management owned 589,922 shares of such stock and/or had been granted options to purchase 1,315,974 additional shares of such stock pursuant to these management
stock offerings. See note (3) to "Executive CompensationOption Grants in the Fiscal Year Ended December 31, 2002."

On
August 25, 2000, our parent, SIRVA, and certain of its subsidiaries, including North American Van Lines, contributed certain assets to Moveline, then a newly incorporated corporation,
in exchange for non-voting convertible preferred stock representing approximately 30% of the initially fully diluted capital stock of Moveline. Fund V invested additional funds for approximately 50%
of the initial fully diluted capital stock of Moveline. The remaining 20% of Moveline's capital stock was reserved for issuance to Moveline management and third party business partners.

On
December 31, 2001, we completed a stock-for-stock merger with Moveline, under an agreement and plan of merger, dated as of November 9, 2001, pursuant to which Moveline merged
with one of our wholly owned subsidiaries, with such subsidiary as the surviving corporation. Under the terms of the merger agreement, Moveline's stockholders received a fraction of a share of the
common stock of our parent, SIRVA, for each Moveline share acquired in the merger. Immediately following the merger, we

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contributed the surviving subsidiary to Allied Van Lines, Inc., another of our wholly owned subsidiaries. Allied Van Lines subsequently merged with that subsidiary with Allied Van Lines as the
surviving corporation. In connection with the stock-for stock-merger, Fund V acquired 1,760,570 additional shares of SIRVA. Prior to the merger, Moveline had developed and marketed a proprietary
information technology-based customer care solution that builds upon the moving industry's historical van-line business model.

Fund
VI and SIRVA are parties to a Stock Subscription Agreement, dated April 12, 2002. Pursuant to such agreement, Fund VI is entitled to consult with SIRVA with respect to the
operations of SIRVA or any of its subsidiaries at any time, to have observers attend meetings of the board of directors of SIRVA and certain of its subsidiaries and to receive all quarterly and annual
financial reports and budgets, as well as other documents, of SIRVA. In addition, the Stock Subscription Agreement imposes certain restrictions on the transfer of the shares of common stock of SIRVA
owned by Fund VI.

Pursuant
to the Stock Subscription Agreement, Fund VI purchased 1,408,460 shares of SIRVA common stock on April 12, 2002. The proceeds of this stock subscription were used to fund
a portion of the purchase price for North American Van Lines' purchase of the business of NAIT, a leading provider of insurance services to independent contract truck drivers. On May 3, 2002,
Fund VI purchased an additional 2,816,910 shares of SIRVA common stock. The proceeds of this stock subscription were used to fund a portion of North American Van Lines' purchase of the CRS business
that provides comprehensive relocation services to companies and their employees, including home sale services, relocation coordination services and mortgage lending services.

On
June 4, 2002, in connection with these investments made by Fund VI on April 12 and May 3, 2002, accredited investors who held shares of SIRVA common stock, including
members of management, were offered the opportunity to purchase, on a pro rata basis, additional shares of SIRVA common stock. The total number of shares purchased by these accredited investors was
77,480.

On
July 1, 2002, we entered into a ten-year purchase commitment with Covansys Corporation and Affiliated Computer Services, Inc. to provide selected outsourcing services for our domestic
information systems infrastructure, including data center operations and telecommunications and certain application software development. Covansys Corporation is a related party, as approximately 24%
of its outstanding common stock is owned by Fund VI. As of December 31, 2002, the remaining purchase commitment was $176.4 million.

Our
subsidiary, TransGuard, is party to several intercompany agreements with Vanguard Insurance Agency, Inc., Allied Van Lines, ClaimGuard, Inc. and TransGuard General Agency, Inc.,
governing various matters such as the terms and conditions of the solicitation of accounts by Vanguard on behalf of TransGuard and the payment by Allied Van Lines of certain of TransGuard's operating
expenses. Consistent with Illinois law governing the insurance industry and with the exception of the payment by TransGuard to Vanguard on a commission basis, all payments made pursuant to these
intercompany agreements are made on a cost-reimbursement basis, with payment amounts ranging from $0.05 million to $2.7 million per year.

Exel
and its affiliates provide certain vehicle and real property services to us. In addition, there are a number of properties in the United Kingdom which are used both for operations
of the moving services businesses we acquired and also for operations of other businesses of Exel which Exel retained. Certain subsidiaries of Exel lease or sublease, as the case may be, portions of
those facilities which we acquired in connection with the Allied Acquisition. Similarly, in the case of the shared sites which we acquired in
connection with the Allied Acquisition, Pickfords Limited leases or subleases, as the case may be, to certain Exel entities portions of those facilities for their use. The terms of these leasing and
subleasing arrangements range from less than one year to up to fifteen years and are generally at market rents and conditions.

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ITEM 14. CONTROLS AND PROCEDURES

Under the supervision and with the participation of management, our chief executive officer, chief financial officer and former 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 annual report, and, based on their evaluation, the chief
executive officer, chief financial officer and former 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.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K



Exhibit
Number

Description of Document

Method of Filing3.1

Restated Certificate of Incorporation of North American Van Lines, Inc.

Previously filed as Exhibit 3.1 to Form S-4, filed February 4, 2000.3.2

Amended and Restated By-Laws of North American Van Lines, Inc.

Previously filed as Exhibit 3.2 to Form S-4, filed February 4, 2000.


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Exhibit
Number

Description of Document

Method of Filing4.1

Indenture, dated as of November 19, 1999, among North American Van Lines, State Street Bank and Trust Company and the subsidiary guarantors party thereto

Previously filed as Exhibit 4.1 to Form S-4, filed February 4, 2000.4.2

Registration Rights Agreement, dated November 19, 1999, among North American Van Lines, Inc., Banc of America Securities LLC, Chase Securities Inc. and the subsidiary guarantors party thereto

Previously filed as Exhibit 4.2 to Form S-4, filed February 4, 2000.4.3

Form of 133/8 Senior Subordinated Note due 2009 (included in Exhibit 4.1)

Previously filed as Exhibit 4.3 to Form S-4, filed February 4, 2000.10.1

Credit Agreement, dated as of November 19, 1999 and amended as of November 23, 1999, among North American Van Lines, the foreign subsidiary borrowers from time to time parties thereto, the several banks and other financial institutions from time
to time parties thereto, The Bank of New York, as documentation agent, Banc of America Securities LLC, as syndication agent, and The Chase Manhattan Bank, as collateral and administrative agent

Previously filed as Exhibit 10.3 to Form S-4, filed February 4, 2000.10.2

Guaranty and Collateral Agreement, dated as of November 19, 1999, made by NA Holding Corporation, North American Van Lines, Inc. and certain of its subsidiaries in favor of The Chase Manhattan Bank, as collateral agent and administrative
agent

Previously filed as Exhibit 10.4 to Form S-4, filed February 4, 2000.10.3

Common Stock Purchase Warrant No. 1, dated as of November 19, 1999, for 87,480 shares of NA Holding Common Stock, issued in the name of NFC International Holdings (Netherlands II) BV

Previously filed as Exhibit 10.5 to Form S-4, filed February 4, 2000.10.4

Indemnification Agreement, dated as of March 30, 1998, among NA Holding Corporation, NA Acquisition Corporation, North American Van Lines, Clayton, Dubilier & Rice, Inc. and Clayton, Dubilier & Rice Fund V Limited
Partnership

Previously filed as Exhibit 10.6 to Form S-4, filed February 4, 2000.


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10.5

Registration and Participation Agreement, dated as of March 30, 1998, among NA Holding Corporation and Clayton, Dubilier & Rice Fund V Limited Partnership

Previously filed as Exhibit 10.8 to Form S-4, filed February 4, 2000.10.6

Amendment No. 1, dated as of November 19, 1999, to the Registration and Participation Agreement, dated as of March 30, 1998, among NA Holding Corporation and Clayton, Dubilier & Rice Fund V Limited Partnership

Previously filed as Exhibit 10.9 to Form S-4, filed February 4, 2000.10.7

Letter Agreement, dated as of November 19, 1999, among NA Holding Corporation, Clayton, Dubilier & Rice Fund V Limited Partnership and NFC plc with respect to rights and obligations of NFC by virtue of its acquisition of 174,961 shares of
common stock, par value $0.01 per share, of NA Holding Corporation

Previously filed as Exhibit 10.10 to Form S-4, filed February 4, 2000.10.8

Stock Subscription Agreement, dated as of November 19, 1999, between the NA Holding Corporation and Clayton, Dubilier & Rice Fund V Limited Partnership

Previously filed as Exhibit 10.11 to Form S-4, filed February 4, 2000.10.9

Stock Subscription Agreement, dated as of November 19, 1999, between NA Holding Corporation and NFC plc

Previously filed as Exhibit 10.12 to Form S-4, filed February 4, 2000.10.10

Form of Management Stock Subscription Agreement for SIRVA, Inc. (formerly Allied Worldwide, Inc.)

Previously filed as Exhibit 10.13 to Form S-4, filed February 4, 2000.10.11

Form of Management Stock Option Agreement for SIRVA, Inc. (formerly Allied Worldwide, Inc.)

Previously filed as Exhibit 10.14 to Form S-4, filed February 4, 2000.10.12

Amended and Restated Consulting Agreement, dated as of January 1, 2001, by and among SIRVA Inc. (formerly Allied Worldwide, Inc.) and North American Van Lines, Inc. and Clayton, Dubilier & Rice, Inc.

Previously filed as Exhibit 10.17 to Amendment No. 1 to Form S-4, filed April 4, 2002.


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10.13

Second Amendment, dated as of August 11, 2000, to the Credit Agreement, dated as of November 19, 1999 and amended as of November 23, 1999, among North American Van Lines, the foreign subsidiary borrowers from time to time parties thereto,
the several banks and other financial institutions from time to time parties thereto, The Bank of New York, as documentation agent, Banc of America Securities LLC, as syndication agent, and The Chase Manhattan Bank, as collateral and administrative
agent.

Previously filed as Exhibit 10.18 to Amendment No. 1 to Form S-4, filed April 4, 2002.10.14

Third Amendment and Waiver, dated as of December 21, 2001, to the Credit Agreement, dated as of November 19, 1999 and amended as of November 23, 1999, among North American Van Lines, the foreign subsidiary borrowers from time to time
parties thereto, the several banks and other financial institutions from time to time parties thereto, The Bank of New York, as documentation agent, Banc of America Securities LLC, as syndication agent, and The Chase Manhattan Bank, as collateral and
administrative agent.

Previously filed as Exhibit 10.19 to Amendment No. 1 to Form S-4, filed April 4, 2002.10.15

Fourth Amendment, dated as of March 19, 2002, to the Credit Agreement, dated as of November 19, 1999 and amended as of November 23, 1999, among North American Van Lines, the foreign subsidiary borrowers from time to time parties thereto,
the several banks and other financial institutions from time to time parties thereto, The Bank of New York, as documentation agent, Banc of America Securities LLC, as syndication agent, and The Chase Manhattan Bank, as collateral and administrative
agent.

Previously filed as Exhibit 10.20 to Amendment No. 2 to Form S-4, filed May 22, 2002.


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10.16

Fifth Amendment, dated as of April 30, 2002, to the Credit Agreement, dated as of November 19, 1999 and amended as of November 23, 1999, among North American Van Lines, the foreign subsidiary borrowers from time to time parties thereto,
 the several banks and other financial institutions from time to time parties thereto, The Bank of New York, as documentation agent, Banc of America Securities LLC, as syndication agent, and The Chase Manhattan Bank, as collateral and administrative
agent.

Previously filed as Exhibit 10.21 to Amendment No. 2 to Form S-4, filed May 22, 2002.10.17

Stock Subscription Agreement, dated as of April 12, 2002, between SIRVA, Inc., formerly known as Allied Worldwide, Inc. and Clayton, Dubilier & Rice Fund VI Limited Partnership

Previously filed as Exhibit 10.22 to Amendment No. 2 to Form S-4, filed May 22, 2002.10.18

SIRVA, Inc. Directors Compensation Plan

Previously filed as Exhibit 10.23 to Amendment No. 4 to Form S-4, filed June 18, 2002.10.19

Form of Directors Award Agreement under the SIRVA, Inc. Directors Compensation Plan

Previously filed as Exhibit 10.24 to Amendment No. 4 to Form S-4, filed June 18, 2002.10.20

Employment Agreement, dated July 8, 2002, between SIRVA, Inc. and Brian P. Kelley.

Previously filed as Exhibit 10.1 to Form 10-Q, filed November 12, 2002.10.21

Agreement for Outsourcing Services, dated as of July 1, 2002, by and among North American Van Lines, Inc. and Covansys Corporation and Affiliated Computer Services, Inc. (Portions marked "[**]" are redacted pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission.)

Previously filed as Exhibit 10.2 to Form 10-Q, filed November 12, 2002.12.1

Calculation of Ratios

Filed herewith.


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Pursuant to the requirements of Sections 13 or 15(d) 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.
| |  | ------------------------------
| |  | By:                           

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the
dates indicated.

|                                          |  |                                                                                  |  |               
|----------------------------------------- |  | -------------------------------------------------------------------------------- |  | --------------
|/s/BRIAN P. KELLEYBrian P. Kelley         |  | Director, President and Chief Executive Officer (principal executive officer)    |  | March 19, 2003
|/s/JOAN E. RYANJoan E. Ryan               |  | Senior Vice President and Chief Financial Officer (principal accounting officer) |  | March 19, 2003
|/s/JAMES W. ROGERSJames W. Rogers         |  | Director and Chairman of the Board                                               |  | March 19, 2003
|/s/KATHLEEN J. AFFELDTKathleen J. Affeldt |  | Director                                                                         |  | March 19, 2003
|/s/WESLEY K. CLARKWesley K. Clark         |  | Director                                                                         |  | March 19, 2003
|/s/ROBERT J. DELLINGERRobert J. Dellinger |  | Director                                                                         |  | March 19, 2003
|/s/KENNETH E. HOMAKenneth E. Homa         |  | Director                                                                         |  | March 19, 2003
|/s/EDWARD H. ORZETTIEdward H. Orzetti     |  | Director                                                                         |  | March 19, 2003
|/s/RICHARD J. SCHNALLRichard J. Schnall   |  | Director                                                                         |  | March 19, 2003
|/s/CARL T. STOCKERCarl T. Stocker         |  | Director                                                                         |  | March 19, 2003

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CERTIFICATION

I,
Brian P. Kelley, certify that:

1.    I
have reviewed this annual report on Form 10-K of North American Van Lines, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date
March 19, 2003

/s/BRIAN P. KELLEYBrian P. Kelley
Chief Executive Officer


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CERTIFICATION

I,
Joan E. Ryan, certify that:

1.    I
have reviewed this annual report on Form 10-K of North American Van Lines, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date
March 19, 2003

/s/JOAN E. RYANJoan E. Ryan
Chief Financial Officer


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CERTIFICATION

I,
Ronald L. Milewski, certify that:

1.    I
have reviewed this annual report on Form 10-K of North American Van Lines, Inc.;

2.    Based
on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.    Based
on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.    The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:



5.    The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's
board of directors (or persons performing the equivalent functions):



6.    The
registrant's other certifying officers and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that
could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date
March 19, 2003

/s/RONALD L. MILEWSKIRonald L. Milewski
Vice President, Finance and Corporate
Controller
(Chief Financial Officer prior to
February 12, 2003)


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SUPPLEMENTAL
INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934.

The
Company did not send an annual report or proxy materials to security holders during the year ended December 31, 2002.

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