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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission file number: 333-96233

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

        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 REFERENCE
None

TABLE OF CONTENTS

        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.

Moving Services—North America Segment

        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".

Moving Services—Europe and Asia Pacific Segment

        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.

Relocation Services Segment

        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").

Insurance Services Segment

        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.

Logistics Services Segment

        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:

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logistics solutions, which uses customized information technology to coordinate a variety of services such as finished goods, order fulfillment, project-specific delivery management and the tracing of products through the supply chain;



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specialized transportation;



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network services, which provides freight forwarding and brokerage services to customers, as well as vehicle and driver services to agents and owner-operators; and



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European operations, which handles logistics solutions and specialized transportation of high-value products to and from any major city in the United Kingdom and Europe through wholly owned subsidiaries operating under the trade names midiData and northAmerican Logistics.

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:

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provide the hauling skills required to transport shipments interstate;



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provide or contract with temporary workers to provide labor required for servicing the customer;



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provide an element of customer service at the pick-up or delivery point; and



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supply equipment they own to provide hauling services.

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.

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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.

        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

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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.

(1)

On March 29, 1998, SIRVA (whose majority shareholder is Fund V), through its wholly owned subsidiary NA Acquisition Corporation, acquired all of the outstanding shares of common stock of North American Van Lines. On such date, NA Acquisition Corporation was merged into North American Van Lines with North American Van Lines as the surviving

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corporation and remaining a wholly owned subsidiary of SIRVA. The acquisition was accounted for as a purchase in accordance with U.S. GAAP.

The consolidated financial statements for the three-month period prior to March 29, 1998 have been prepared on the historical cost basis using accounting principles that had been adopted by our predecessor. After our acquisition by Fund V on March 29, 1998, we changed our accounting basis to recognize estimated revenue and related transportation expenses when shipments are delivered, the preferred method under U.S. GAAP. Our predecessor company recognized estimated revenue and related transportation expenses when shipments were loaded. Management estimates that the impact of this difference on reported operating revenues and income from operations is not material.

(2)

Includes financial data of Allied from November 19, 1999. On November 19, 1999, we completed the acquisition of Allied from Exel, which was accounted for as a purchase. 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. We were unable to negotiate the final amount of net controllable assets acquired with Exel and, therefore, a third party arbitrator was engaged for resolution of that amount in accordance with the terms of the acquisition agreement.

On September 12, 2001, the third party arbitrator rendered a binding determination. The arbitrator determined that the amount of the net controllable assets as of the acquisition date was greater than the amount estimated in the acquisition agreement by $18.1 million, resulting in an increase of the purchase price of $18.1 million. Interest on the purchase price adjustment of $3.3 million was paid for the period from the acquisition date to the date when we made payment and was accounted for as interest expense. The acquisition agreement also contained indemnification obligations on Exel for certain tax payments made by us on behalf of Exel. These tax payments plus associated interest totaled $4.0 million and were deducted from the purchase price adjustment. Our cash payment to Exel on October 19, 2001, for the net balance owed to Exel totaled $17.4 million. The purchase adjustment resulted in a net increase to goodwill of $18.1 million.

(3)

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 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., 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 common stock of SIRVA.

Moveline, which was founded and spun-off by SIRVA on August 1, 2000, had developed and marketed a proprietary information technology-based customer care solution that builds upon the moving industry's historical van-line business model. Prior to the merger, Fund V held a majority of the capital stock of both Moveline and SIRVA.

In accordance with the accounting rules for mergers of entities under common control, our merger with Moveline was accounted for in a manner similar to a pooling-of-interests since it was acquired from Fund V and our parent, SIRVA. Our consolidated financial statements were restated to include the combined results of operations, financial position and cash flows of Moveline since its inception.

As a result of the merger, all material intercompany accounts and transactions with Moveline were eliminated in consolidation.

Operating revenues and net loss previously reported by the separate companies and the combined amounts presented in the accompanying Consolidated Statement of Operations were as follows:

Fees and expenses related to the merger and costs to integrate the combined companies were expensed in the fourth quarter 2001.

(4)

Restructuring and other unusual items have been included in this line item as follows: (a) in the year ended December 31, 2002, we incurred $0.4 million of restructuring and other unusual items, comprised of $7.1 million 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 and $4.6 million of expenses related to the December 2002 SIRVA headquarters building move, 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; (b) 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—

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Europe and Asia Pacific segment's U.K. branch network and the elimination of management redundancy within the industrial moving unit (which we refer to as the "Branch System"); (c) in the year ended December 31, 2000, we incurred $4.9 million of restructuring charges consisting of $2.7 million of costs relating to the Branch System and $2.2 million of restructuring charges in connection with implementing Fast Forward (a long-term initiative designed to improve productivity and profitability targeted as improving efficiency by eliminating or streamlining work processes and reducing costs by eliminating redundant equipment, facilities and related headcount); (d) in the year ended December 25, 1999, we incurred $4.1 million of restructuring expense for severance related costs, building lease terminations and losses on the sale of equipment, all related to implementing Fast Forward, and $5.0 million of expense related to a customer contract termination and related settlement costs and (e) in 1998, the predecessor incurred incremental compensation of $4.6 million due to contracts with key executives with incentive provisions to encourage them to remain with the predecessor until a sale of the business was completed.

(5)

During 1999, we retired debt resulting in an extraordinary charge of $3.4 million, net of applicable income tax benefit.

(6)

Effective January 1, 2001 we adopted FAS Statement No. 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133") as amended, which resulted in a change in method of accounting. The cumulative effect of this accounting change was a loss of $0.5 million ($0.3 million, net of tax).

(7)

Total debt consists of long-term debt, current portion of long-term debt, capital lease obligations, amounts outstanding under the revolving credit facility forming part of our senior credit facility and other short-term debt.

(8)

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

(9)

For purposes of calculating the ratio of earnings to fixed charges, earnings consist of income from continuing operations plus fixed charges less capitalized interest. Fixed charges consist of (i) interest whether expensed or capitalized, (ii) the amortization of deferred debt issuance costs and (iii) an allocation of one-third of the rental expense from operating leases, which management considers to be a reasonable approximation of the interest factor of operating lease payments. For the year ended December 25, 1999 and the three-month period ended March 28, 1998, earnings were insufficient to cover fixed charges by approximately $1.1 million and $1.3 million, respectively.

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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.

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        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

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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 f