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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K
 þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal
    year ended January 31, 2010Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the transition period from
    
    to   000-31869
 (Commission File Number)
 UTi Worldwide Inc.
 (Exact Name of Registrant as
    Specified in its Charter)
  British Virgin Islands(State or Other Jurisdiction
    of Incorporation or Organization)

N/A(IRS Employer Identification
    Number)9 Columbus Centre, Pelican Drive
    Road Town, Tortola
    British Virgin Islands

c/o UTi,
    Services, Inc.
    100 Oceangate, Suite 1500
    Long Beach, CA 90802 USA(Addresses of Principal
    Executive Offices and Zip Code)   562.552.9400
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredOrdinary shares, no par value

The NASDAQ Stock Market LLC
    (NASDAQ Global Select Market)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





UTi
    Worldwide Inc. Annual
    Report on
    Form 10-K
    For the Fiscal Year Ended January 31, 2010
    Table of Contents
  
  PageIntroduction


1Forward-Looking Statements


1PART IItem 1.

Business


2Item 1A.

Risk Factors


11Item 1B.

Unresolved Staff Comments


26Item 2.

Properties


26Item 3.

Legal Proceedings


26Item 4.

[Reserved]


28PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


29Item 6.

Selected Financial Data


36Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


38Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


69Item 8.

Financial Statements and Supplementary Data


71Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


71Item 9A.

Controls and Procedures


71Item 9B.

Other Information


72PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


73Item 11.

Executive Compensation


73Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


73Item 13.

Certain Relationships and Related Transactions
    and Director Independence


74Item 14.

Principal Accountant Fees and Services


74PART IVItem 15.

Exhibits and Financial Statement Schedules


75Signatures


78Index to Consolidated Financial Statements


F-1EX-10.7EX-10.8EX-10.9EX-10.11EX-10.12EX-10.13EX-10.22EX-10.25EX-44EX-10.45EX-10.46EX-10.47EX-12.1EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   i




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Introduction  Form 10-K,
  Forward-Looking
    Statements  Form 10-K 4asONE
  Form 10-K, Form 10-K.
 1




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PART I  ITEM 1.
    Business  History
    and Development of the Company
  (284) 494-4567,
    Industry
      Organizational
    Structure
    Business
    Overview
    Freight Forwarding Segment.
 2




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pick-up
            Contract Logistics and Distribution
    Segment.
 3




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Acquisitions
  time-to-time Form 10-K Form 10-K.
     4




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Form 10-K Form 10-K
  Financial
    Information about Services and Segments
  Segment
    Reporting
      Seasonality
  just-in-time
 5




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Environmental
    Currency
    Risk
    Sales and
    Marketing
  and/or
        Competition
   6




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less-than-truckload
        Information
    Technology Systems
  end-to-end
    
    uOp, which is used by our offices and agents as a local
    operating system for air and ocean freight import and export
    documentation, customs brokerage and accounting functions that
    feed shipment and other client data into our global information
    systems;
    uOrder, which assists our clients with order management;
    uTrac, which provides our clients with supply chain visibility,
    enabling them to track shipments of goods and materials;
    uWarehouse, which enables our clients to track the location and
    status of goods and materials within a warehouse and track the
    location and status of goods and materials in transit;
    uClear, which provides visibility into customs clearance
    transactions for our clients;
    uAnalyze, which assists us and our clients with isolating the
    factors causing variability in supply chains;
    uReport, which provides clients with customized reports;
    uConnect, which enables the electronic transfer of data between
    our systems and those of our clients and also integrates our
    internal applications; 7




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
    uPlan, which is used for strategic planning and optimization of
    our clients supply chains;
    uDistribute, which enables tracking of goods and materials
    within domestic distribution networks; and
    uShip, which enables clients to initiate shipping transactions
    and alert these directly to our origin offices.  Intellectual
    Property
    Government
    Regulation
           8




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Employees
    EMENA


4,568Americas


6,250Asia Pacific


2,933Africa


5,602Corporate


161Total


19,514     Executive
    Officers and Other Senior Managers of Registrant
    Name

Age

PositionEric W. Kirchner


51


Chief Executive Officer and DirectorWilliam T. Gates


62


Executive Vice President; President, Contract Logistics and
    DistributionGene T. Ochi


60


Executive Vice President; President, Client GrowthLawrence R. Samuels


53


Executive Vice President  Finance and Chief Financial
    OfficerLance E. DAmico


41


Senior Vice President  Enterprise Support Services,
    Global General Counsel and SecretaryRonald S. Glickman


51


Senior Vice President  and  Chief Information Officer  9




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Eric W. Kirchner
  William T. Gates
  Gene T. Ochi
  Lawrence R. Samuels
  Lance E. DAmico
  Ronald S. Glickman
 10




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Name

Age

PositionRonald W. Berger


51


Senior Vice President  Global Operating ProcessesDavid Cheng


65


Co-President  Greater ChinaChristopher Dale


50


President  Americas Freight ForwardingBrian R. J. Dangerfield


51


President  Asia Pacific and Co-President 
    Greater ChinaCarlos Escario Pascual


48


President  EMENAJochen Freese


41


Senior Vice President  Market Verticals and Global
    MarketingGavin Rimmer


50


President  Africa   Available
    Information
  Form 10-K, Form 10-Q, Form 8-K http://www.go2uti.com,
  ITEM 1A.
    Risk
    Factors  Form 10-K, Form 10-Q Form 8-K,
  Recent
    volatility in global trade and the global economic slowdown have
    adversely impacted our results of operations and may continue to
    do so in the foreseeable future. In addition, present world
    economic conditions increase the number and likelihood of risks
    which we normally face on a
    day-to-day
    basis in running our business.
   11




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
    Reduced demand for the products our clients ship, notably in the
    automotive, retail, apparel and hi-tech sectors, causing a
    reduction in the demand for the services we provide;
    Increased price competition resulting in lower profitability and
    cash flow;
    Deterioration in the financial condition of our clients from
    decreased sales or our customers experiencing difficulty in
    raising capital which may in turn adversely impact our ability
    to collect our outstanding receivables, particularly in the
    market segments and industries which have been severely impacted
    by the economic slowdown and where we may have a concentration
    of clients;
    Volatility in demand for services, especially with respect to
    the transactional or spot freight services market,
    which may result in volatility in freight rates which can
    negatively impact our margins and profitability;
    Deterioration in the financial condition and possible failures
    of transportation providers with which we have relationships,
    which may limit our ability to secure sufficient equipment or
    other transportation services to meet our commitments to our
    customers; and
    Rapid and material fluctuations in foreign currency exchange
    rates and/or
    oil prices, each of which may have a material impact on our
    financial condition, results of operations and cash flows.    The
    global economic slowdown has increased the risk that the
    carrying value of our assets will be impaired. As a result, we
    may be required to record impairment charges to our goodwill,
    and identifiable intangible assets and property, plant and
    equipment, which would impact the results of our
    operations.
  Intangibles  Goodwill
    and Other Property, Plant and Equipment
 12




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We
    have substantial outstanding indebtedness and our outstanding
    indebtedness could adversely impact our financial condition and
    results of operations.
      We may
    need additional financing to fund our operations, we will need
    replacement financing for some of our indebtedness, and we may
    not be able to obtain financing on terms acceptable to us or at
    all.
      The
    Letter of Credit Agreements, Note Purchase Agreements and South
    African Facilities Agreement contain covenants imposing
    operating and financial restrictions on us. Such covenants limit
    our operating and financial flexibility and our failure to
    comply with such covenants could result in an event of default
    under these agreements.
    
    incur additional debt or pay dividends or make distributions on
    our capital stock;
    create liens or negative pledges with respect to assets;
    make certain acquisitions, investments, loans or advances or
    certain expenditures; 13




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
    enter into agreements to lease real or personal property in
    excess of certain thresholds or to enter into sale and leaseback
    transactions;
    change the general nature of our business; or
    merge or consolidate with other companies or sell assets beyond
    specified levels.      Our
    business transformation initiative, which we call 4asONE,
    involves risks, could result in higher than expected costs or
    otherwise adversely impact our operations and
    profitability.
  4asONE 4asONE 4asONE 4asONE
  We
    conduct business throughout the world and our international
    presence exposes us to potential difficulties and risks
    associated with distant operations and to various global,
    regional and local economic, regulatory, political and other
    uncertainties and risks.
    
    changes in a specific countrys or regions economic,
    social and political conditions or governmental policies;
    natural disasters, epidemics, wars, acts of terrorism, civil
    unrest and other disturbances; 14




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
    changes in international and domestic customs regulations;
    trade laws, tariffs, export quotas and other trade restrictions;
    difficulties in staffing, managing or overseeing diverse foreign
    operations over large geographic distances, including the need
    to implement appropriate systems, policies, benefits and
    compliance programs;
    pricing restrictions and regulations imposed by foreign
    governments;
    expropriation of our international assets or adverse changes in
    tax laws and regulations;
    limitations on the repatriation of earnings or assets, including
    cash;
    different liability standards and less developed legal systems
    that may be less predictable than those in the United
    States; and
    intellectual property laws of countries which do not protect our
    intellectual property rights to the same extent as the laws of
    the United States.  and/or
  Several
    United States and other foreign governmental agencies are
    investigating alleged anti-competitive behavior in the
    international air cargo transportation industry, which includes
    us, we have been named as a defendant in a federal antitrust
    class action lawsuit that alleges that we engaged in various
    forms of anti-competitive practices, and we may become subject
    to other governmental investigations and may be named in
    additional litigation, all of which have required, and could
    continue to require, significant management time and attention
    and could result in significant expenses as well as unfavorable
    outcomes which could have a material adverse effect on our
    business, financial condition, results of operations,
    reputation, cash flow and prospects.
     15




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and/or and/or and/or
    and/or
  We
    have grown in the past, and may grow in the future, through
    acquisitions. Growth by acquisitions involves risks and we may
    not be able to identify or acquire companies consistent with our
    growth strategy or successfully integrate any acquired business
    into our operations.
      
    identification of appropriate acquisition candidates or
    negotiation of acquisitions on favorable terms and valuations;
    integrating accounting management information, human resources
    and other administrative systems to permit effective management; 16




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
    implementing or remediating controls, procedures and policies
    appropriate for a larger public company at companies that prior
    to the acquisition lacked these controls, procedures and
    policies;
    possible write-offs or impairment charges resulting from
    acquisitions;
    diversion of management attention;
    retention of senior managers, employees and clients; and
    unexpected or unanticipated costs, expenses and liabilities.    If we
    fail to develop and integrate information technology systems or
    we fail to upgrade or replace our information technology systems
    to handle increased volumes and levels of complexity, meet the
    demands of our clients and protect against disruptions of our
    operations, our business could be seriously
    harmed.
    We are
    dependent on key management personnel and the loss of any such
    personnel could materially and adversely affect our
    business.
   17




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We are
    dependent on our relationships with our agents, affiliates, key
    employees and third-party carriers around the
    world.
  and/or
  Foreign
    currency fluctuations could result in currency translation
    exchange gains or losses or could increase or decrease the book
    value of our assets.
    Because
    our freight forwarding and domestic ground transportation
    operations are dependent on commercial airfreight carriers and
    air charter operators, ocean freight carriers, major United
    States railroads, other transportation companies, draymen and
    longshoremen, changes in available cargo capacity and other
    changes affecting such carriers, as well as interruptions in
    service or work stoppages, may negatively impact our
    business.
   18




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Our
    North American ground transportation businesses are subject to a
    number of factors that are largely beyond our control, any of
    which could have a material adverse effect on our results of
    operations.
    
    potential liability to third parties and clients as a result of
    accidents involving our employees, independent contractors or
    third party carriers;
    increased insurance premiums, the unavailability of adequate
    insurance coverage, or the solvency of our current insurance
    providers;
    recruitment and retention of independent sales agents and
    affiliates;
    interruptions in services or stoppages in transportation as a
    result of labor disputes;
    changes in fuel costs and taxes;
    the ability to effectively pass through fuel cost increases to
    our clients through commonly accepted fuel surcharges;
    the extremely competitive and fragmented nature of the trucking
    and domestic ground transportation industry;
    changes in governmental regulations or legislation impacting the
    transportation or trucking industry and unanticipated changes in
    transportation rates; and
    potentially adverse effects from state and federal environmental
    requirements, including, without limitation, new environmental
    standards enacted by the California Air Resources Board, the
    Port of Oakland, the Port of Los Angeles or the Port of Long
    Beach.      If we
    are required to reclassify independent contractors as employees
    in our trucking, truck brokerage or other carrier businesses, we
    may incur additional costs and taxes which could have a material
    adverse effect on our results of operations.
   19




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Comparisons
    of our operating results from period to period are not
    necessarily meaningful and should not be relied upon as an
    indicator of future performance.
    
    the recent global economic slowdown and the related impact on
    global trade;
    personnel costs;
    costs relating to the expansion of operations;
    costs and revenue fluctuations due to acquisitions, dispositions
    and the exiting of businesses;
    changes in accounting rules and tax rates;
    pricing and availability of cargo space on airlines, ships and
    trucks which we utilize to transport freight;
    fluctuations in fuel prices and fuel and other surcharges;
    pricing pressures from our competitors;
    litigation and changes in government regulations;
    changes in our clients requirements for supply chain
    services and solutions;
    restructuring charges and impairments to goodwill and other
    intangible assets;
    client discounts and credits; and
    timing and magnitude of capital expenditures, including costs
    associated with the 4asONE business transformation
    initiative.    We may
    not succeed with our long-term strategic operating plan, and as
    a result, our revenue, results of operations and profitability
    may be adversely impacted.
  CLIENTasONE , CLIENTasONE
 20




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We
    face intense competition in the freight forwarding, customs
    brokerage, contract logistics, domestic ground transportation
    and supply chain management industry.
    Our
    effective income tax rate will impact our results of operations,
    cash flow and profitability and the tax returns of some of our
    subsidiaries are under review by various tax
    authorities.
    Proposed
    tax legislation in the United States and other jurisdictions in
    which we operate could affect our ability to realize tax
    benefits from operations in certain tax
    jurisdictions.
  non-U.S. persons Taxation-United
  Because
    we are a holding company, we are financially dependent on
    receiving distributions from our subsidiaries and we could be
    harmed if such distributions cannot be made in the
    future.
   21




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Because
    we manage our business on a localized basis in many countries
    around the world, our operations and internal controls may be
    materially adversely affected by inconsistent management
    practices.
  day-to-day
    If we
    are not able to limit our liability for clients claims
    through contract terms and limit our exposure through the
    purchase of insurance, we could be required to pay large amounts
    to our clients as compensation for their claims and our results
    of operations could be materially adversely
    affected.
  and/or
  The
    failure of our policies and procedures which are designed to
    prevent the unlawful transportation or storage of hazardous,
    explosive or illegal materials could subject us to large fines,
    penalties or lawsuits.
   22




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If we
    fail to comply with applicable governmental regulations, we
    could be subject to substantial fines or revocation of our
    permits and licenses and we may experience increased costs as a
    result of governmental regulation.
           23




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If we
    are not able to sell container space that we commit to purchase
    from ocean shipping lines, capacity that we purchase or that we
    charter from our air carriers, and if we are not able to fully
    utilize our truck capacity, we may not be able to recover our
    out-of-pocket
    costs and our profitability may suffer.
  out-of-pocket
  If we
    lose certain of our contract logistics clients or we cannot
    maintain adequate levels of utilization in our shared
    warehouses, then we may experience revenue losses and decreased
    profitability.
    If we
    are not reimbursed for amounts which we advance for our clients,
    our revenue and profitability may decrease.
    It may
    be difficult for our shareholders to effect service of process
    and enforce judgments obtained in United States courts against
    us or our directors and senior managers who reside outside of
    the United States.
   24




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Because
    we are incorporated under the laws of the British Virgin
    Islands, it may be more difficult for our shareholders to
    protect their rights than it would be for a shareholder of a
    corporation incorporated in another jurisdiction.
    Future
    issuances of preference shares could adversely affect the
    holders of our ordinary shares.
    Our
    Memorandum and Articles of Association contain anti-takeover
    provisions which may discourage attempts by others to acquire or
    merge with us and which could reduce the market value of our
    ordinary shares.
    
    the authorization of our board of directors to issue preference
    shares with such rights and preferences determined by the board,
    without the specific approval of the holders of ordinary shares;
    the division of our board of directors into three classes, each
    of which is elected in a different year;
    the prohibition of action by the written consent of the
    shareholders;
    the ability of our board of directors to amend our Memorandum
    and Articles of Association without shareholder approval;
    the establishment of advance notice requirements for director
    nominations and other proposals by shareholders for
    consideration at shareholder meetings; and
    the requirement that the holders of two-thirds of the
    outstanding shares entitled to vote at a meeting are required to
    approve changes to specific provisions of our Memorandum and
    Articles of Association (including those provisions described
    above and others which are designed to discourage non-negotiated
    takeover attempts); provided that as a prior condition to such
    vote by the shareholders our board of directors has approved the
    subject matter of the vote.   25




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ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties      ContractLogisticsFreight


andForwarding


DistributionFacilities


CentersOwned


Leased


Leased


TotalEMENA






134



43



177Americas






65



67



132Asia Pacific


1



103



33



137Africa


6



61



38



105Total


7



363



181



551     ITEM 3.
    Legal
    Proceedings     26




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and/or
 27




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ITEM 4.
    [Reserved] 28




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PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Price
    Range of our Ordinary Shares
    High


LowFiscal Year Ended January 31, 2010:4th Quarter

$
15.67


$
12.203rd Quarter


15.96



11.942nd Quarter


14.34



10.481st Quarter


14.08



10.03Fiscal Year Ended January 31, 2009:4th Quarter

$
14.62


$
7.913rd Quarter


20.98



8.672nd Quarter


24.35



18.001st Quarter


22.27



15.59     Dividend
    Policy
     29




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Performance
    Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    UTI Worldwide Inc., The NASDAQ Composite Index
    And The NASDAQ Transportation Index
  
    *
    
    $100 Invested on 1/31/05 in stock or index, including
    reinvestment of dividends. Fiscal year ending January 31.   30




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Transfer
    Agent and Registrar
    Exchange
    Controls
      Taxation
  United
    States Federal Income Tax Consequences
  General
    
    a dealer in securities or currencies;
    a trader in securities that elects to use a
    mark-to-market
    method of accounting for your securities holdings;
    a bank;
    a life insurance company;
    a real estate investment trust;
    a regulated investment company;
    a tax-exempt organization;
    a person that holds our ordinary shares as part of a straddle or
    a hedging, integrated, constructive sale or conversion
    transaction for tax purposes;
    a person whose functional currency for tax purposes is not the
    U.S. dollar;
    a person liable for alternative minimum tax;
    a person that owns, or is treated as owning, 10% or more of any
    class of our shares; or
    a person who is an expatriate of the United States.        
    an individual U.S. citizen or resident alien; 31




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
    a corporation, or entity taxable as a corporation, that was
    created, or treated as created, under U.S. law (federal or
    state);
    an estate whose worldwide income is subject to U.S. Federal
    income tax regardless of source; or
    a trust if (1) a U.S. court is able to exercise
    primary supervision over its administration and (2) one or
    more U.S. persons have authority to control all substantial
    decisions of the trust.  non-U.S. holder Non-U.S. Holders
    Tax
    Consequences to U.S. Holders
  Distributions
  dollar-for-dollar
  Sale or
    Other Disposition of our Ordinary Shares
    
    you will recognize a gain or loss equal to the difference (if
    any) between the U.S. dollar value of the amount realized
    on such sale or other taxable disposition, and your adjusted tax
    basis in such ordinary shares;
    any gain or loss will be capital gain or loss and will be
    long-term capital gain or loss if your holding period for our
    ordinary shares is more than one year at the time of such sale
    or other disposition;
    any gain or loss will be treated as having a United States
    source for U.S. foreign tax credit purposes and as a result
    of the foreign tax credit provisions of the Internal Revenue
    Code of 1986. As a result, you may be unable to claim a foreign
    tax credit for British Virgin Islands taxes, if any, imposed
    upon the sale or disposition of ordinary shares; and
    your ability to deduct capital losses may be subject to
    limitations.  Passive
    Foreign Investment company
    
    75% or more of our gross income for the taxable year is passive
    income; or
    on average for the taxable year, 50% or more of our assets by
    value or under certain circumstances, by adjusted basis, produce
    or are held for the production of passive income. 32




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
    any excess distributions (generally defined as the excess of the
    amount received with respect to the shares in any taxable year
    over 125% of the average received in the shorter of either the
    three previous years or your holding period before the taxable
    year) made by us during a taxable year must be allocated ratably
    to each day of your holding period. The amounts allocated to the
    current taxable year and to taxable years prior to the first
    year in which we were classified as a passive foreign investment
    company will be included as ordinary income in gross income for
    that year. The amount allocated to each prior taxable year will
    be taxed as ordinary income at the highest rate in effect for
    the U.S. holder in that prior year and the tax is subject
    to an interest charge at the rate applicable to deficiencies in
    income taxes; and
    the entire amount of any gain realized upon the sale or other
    disposition of ordinary shares will be treated as an excess
    distribution made in the year of sale or other disposition and
    as a consequence will be treated as ordinary income and to the
    extent allocated to years prior to the year of sale or other
    disposition, will be subject to the interest charge described
    above.      Controlled
    Foreign Corporation
      Information
    Return and Backup Withholding
   33




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Tax
    Consequences to
    Non-U.S.
    Holders
  Distributions
  non-U.S. holder,
  
    you conduct a trade or business in the United States; and
    the dividends are effectively connected with the conduct of that
    trade or business (and, if an applicable income tax treaty so
    requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    income from our ordinary shares, such dividends are attributable
    to a permanent establishment that you maintain in the United
    States).  non-U.S. corporation
  Sale or
    Other Disposition of our Ordinary Shares
  non-U.S. holder,
  
    your gain is effectively connected with a trade or business that
    you conduct in the United States (and, if an applicable income
    tax treaty so requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    gain from the sale or other disposition of our ordinary shares,
    such gain is attributable to a permanent establishment
    maintained by you in the United States); or
    you are an individual and are present in the United States for
    at least 183 days in the taxable year of the sale or other
    disposition, and either:  
    your gain is attributable to an office or other fixed place of
    business that you maintain in the United States; or
    you have a tax home in the United States.  non-U.S. corporation
  Backup
    Withholding and Information Reporting
    
    you are a corporation or other exempt recipient; or
    you provide a social security number (which, in the case of an
    individual, that is his or her taxpayer identification number)
    and certify that no loss of exemption from backup withholding
    has occurred.  non-U.S. holder, non-U.S. status
 34




---



##### Table of Contents



British
    Virgin Islands Taxation
       35




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data        Year Ended January 31,2010


2009


2008


2007


2006(In thousands, except per share amounts)Note(5)


Note(5)


Note(5)STATEMENT OF OPERATIONS DATA:Revenues:(1)(2)(3)Airfreight forwarding

$
1,187,880


$
1,621,602


$
1,553,551


$
1,275,440


$
1,113,400Ocean freight forwarding


891,276



1,203,643



1,101,129



937,559



826,079Customs brokerage


92,456



109,436



98,031



86,144



80,845Contract logistics(2)(3)


650,739



663,656



618,599



477,307



408,851Distribution(3)


414,920



564,906



624,399



548,499



164,204Other(3)


330,251



380,474



370,545



223,147



181,914Total revenues


3,567,522



4,543,717



4,366,254



3,548,096



2,775,293Purchased transportation costs:(1)Airfreight forwarding


904,179



1,275,569



1,235,010



1,009,064



884,157Ocean freight forwarding


717,093



1,001,275



926,224



790,988



707,733Customs brokerage


5,712



5,987



3,668



2,263



2,451Contract logistics


125,245



94,963



81,656



66,666



62,631Distribution


277,849



404,756



416,059



335,557



52,720Other


176,443



214,827



214,823



127,765



105,152Total purchased transportation costs


2,206,521



2,997,377



2,877,440



2,332,303



1,814,844Staff costs(4)


753,149



844,255



800,891



639,209



543,969Depreciation


43,994



41,753



39,306



33,060



22,709Amortization of intangible assets


11,126



12,971



9,436



8,005



5,082Restructuring charges(6)


1,231



8,903



8,395







Goodwill impairment(7)


1,562



98,932











Intangible assets impairment(8)






11,009











Other operating expenses


466,435



505,223



480,308



381,021



289,911Operating income


83,504



23,294



150,478



154,498



98,778Income from continuing operations


45,500



(10,024
)


101,119



107,113



57,649 36




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##### Table of Contents



Year Ended January 31,2010


2009


2008


2007


2006(In thousands, except per share amounts)Note(5)


Note(5)


Note(5)Net income/(loss) attributable to UTi Worldwide Inc.

$
41,114


$
(4,637
)

$
98,686


$
103,511


$
53,809Basic earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholdersContinuing operations

$
0.41


$
(0.12
)

$
0.99


$
1.06


$
0.57Discontinued operations






0.08



0.01







$
0.41


$
(0.04
)

$
1.00


$
1.06


$
0.57Diluted earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholdersContinuing operations

$
0.41


$
(0.12
)

$
0.99


$
1.04


$
0.55Discontinued operations






0.08











$
0.41


$
(0.04
)

$
0.99


$
1.04


$
0.55Cash dividends paid per common share

$
0.06


$
0.06


$
0.06


$
0.06


$
0.05Number of weighted average common shares outstanding used for
    per share calculations:Basic shares


99,878



99,407



99,113



97,431



94,147Diluted shares


101,458



99,407



100,172



99,562



98,042BALANCE SHEET DATA:Total assets

$
1,937,046


$
1,648,686


$
2,074,676


$
1,660,078


$
1,222,305Long-term liabilities(9)

$
190,363


$
190,106


$
270,331


$
287,834


$
55,125     (1)
    
    Refer to Note 1, Summary of Significant Accounting
    Policies, to the consolidated financial statements
    included in this annual report for revenue recognition policy.(2)
    
    We acquired Span America Holding Company, Inc. and Span
    Manufacturing Limited, which we collectively refer to as Span,
    in November 2006. Because of this acquisition and other
    acquisitions, our contract logistics revenues increased from
    fiscal year 2006 through fiscal year 2009 over the immediate
    prior periods. Additional information regarding acquisitions and
    the impact of acquisitions is included in Part II,
    Item 7 of this report appearing under the caption,
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations and in Note 2,
    Acquisitions, in our consolidated financial
    statements included in this annual report.(3)
    
    During the first quarter of fiscal 2008, as a result of the
    increased proportions of distribution revenue, primarily due to
    the acquisition of Market Transport Services in March 2006, the
    company changed its disclosure of revenues by its principal
    services. As a result, distribution revenues are now separately
    reported. In previous periods, distribution revenues had been
    combined with other revenues. Distribution revenues include our
    North American ground transportation revenues. Additionally, in
    connection with this change, certain related revenues previously
    included in our contract logistics services have been
    reclassified to distribution revenue. There were no changes in
    airfreight forwarding, ocean freight forwarding, and customs
    brokerage revenues. Additional information regarding our segment
    reporting is included in Note 21, Segment
    Reporting, in our consolidated financial statements
    included in this annual report.(4)
    
    Included in total share-based compensation expense recognized
    for the fiscal year ended January 31, 2007 was a credit of
    $2.3 million, pre-tax. This included $7.7 million
    related to stock options, $2.7 million related to
    restricted share units and a credit of $12.6 million
    related to our acquisition on January 25, 2002 of Grupo SLi 37




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##### Table of Contents



and Union S.L., whereby a portion of the payments represents a
    compensatory arrangement for the services of certain of the
    selling shareholders of SLi, performed subsequent to the
    acquisition date (SLi Share-based Compensation Arrangement) for
    the year ended January 31, 2007. The total tax impact
    recognized in the consolidated statements of operations for
    share-based compensation for the year ended January 31,
    2007 was a benefit of $2.1 million. Total share-based
    compensation expense recognized for the year ended
    January 31, 2006 was $37.6 million, pre-tax. This
    included $5.2 million related to stock options and
    restricted share units and $32.5 million related to the SLi
    Share-based Compensation Arrangement for the year ended
    January 31, 2006. The total tax impact recognized in the
    consolidated statements of operations for share-based
    compensation for the year ended January 31, 2006 was a
    benefit of $0.9 million.(5)
    
    Effective July 31, 2008, the company sold substantially all
    of its art packing, shipping and storing business, consisting of
    the shares of three wholly-owned subsidiaries and one subsidiary
    with 51% ownership interest, as well as the assets of a fine
    arts department of another wholly-owned subsidiary. As of
    January 31, 2009, the net proceeds of $8.7 million
    resulted in a gain on sale of discontinued operations of
    $7.4 million, net of tax. Refer to Note 20,
    Discontinued Operations, in our consolidated
    financial statements included in this annual report. As a result
    of discontinued operations, fiscal years ended 2008, 2007 and
    2006, respectively have been reclassified to conform to the
    current year presentation.(6)
    
    Refer to Note 8, Restructuring and Impairments,
    in our consolidated financial statements included in this annual
    report.(7)
    
    During the fourth quarter ended January 31, 2009, the
    company recorded a non-cash charge of $98.9 million, before
    a related deferred tax benefit of $11.3 million, for
    impairment of goodwill in the companys Contract Logistics
    and Distribution segment. This charge was recorded as the result
    of volatility and deterioration of the financial markets and
    adverse changes in the global business climate, during the
    second half of the fiscal year-ended January 31, 2009.
    Refer to Note 7, Goodwill and Other Intangible
    Assets, in our consolidated financial statements included
    in this annual report. During the fourth quarter ended
    January 31, 2010, the company recorded a non-cash charge of
    $1.6 million for the impairment of goodwill in the
    companys Contract Logistics and Distribution Segment in
    accordance with FASB Codification Topic 250, Accounting for
    Changes and Error Corrections(ASC 250) and the
    correction of an error. Prior period amounts have not been
    restated due to immateriality. There was no tax benefit as the
    result of this charge. The additional impairment charge was
    recorded in accordance with SEC Staff Accounting
    Bulletin No. 108, Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements(SAB 108).(8)
    
    During the fourth quarter ended January 31, 2009, the
    company performed an evaluation of recoverability of its
    long-lived assets and recorded non-cash charges of
    $7.3 million, and $3.7 million for customer lists and
    a trademark, respectively, in the companys Contract
    Logistics and Distribution segment. These charges were before a
    related combined deferred tax benefit of $3.9 million.(9)
    
    On July 9, 2009, we issued the $55.0 million 2009
    Senior Notes. On July 13, 2006, we issued the
    $200.0 million 2006 Senior Notes. Additional information
    regarding the Senior Notes is discussed in Part II,
    Item 7 of this report appearing under the caption,
    Credit Facilities and Senior Notes, and in
    Note 10, Borrowings, in our consolidated
    financial statements included in this annual report.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
      
    Overview
    Discussion of Operating Results
    Liquidity and Capital Resources 38




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##### Table of Contents




    Off-Balance Sheet Arrangements
    Impact of Inflation
    Critical Accounting Estimates
    Recent Accounting Pronouncements
    Reclassifications  Overview
    Segment Reporting
  Freight Forwarding Segment.
  pick-up
       39




---



##### Table of Contents



Contract Logistics and Distribution
    Segment.
          CLIENTasONE
    Strategy
  CLIENTasONE ,
 40




---



##### Table of Contents



CLIENTasONE
  CLIENTasONE 4asONE  4asONE 4asONE and/or
  Effect
    of Foreign Currency Translation on Comparison of
    Results
    Fiscal
    2009 Information Technology Cost Reduction Plan and Other Cost
    Reductions
        Fiscal
    2008 Cost Reduction Measures
   41




---



##### Table of Contents




    Exiting our retail distribution business in Africa, the surface
    distribution operation of our integrated logistics business in
    the Americas, and other selected non-performing operations;
    Cancelling various long-term initiatives, such as the
    development of certain industry verticals;
    Reducing the number of aircraft which we charter, primarily on
    the routes from Asia;
    Exiting an unprofitable contract arrangement in connection with
    a contract logistics site in the Americas; and
    Realigning corporate and regional functions in an effort to
    reduce our overhead costs.      
    Employee severance and termination costs of $2.5 million
    and $3.2 million were incurred during the fourth quarter of
    fiscal 2008, and first quarter of fiscal 2009, respectively.
    Asset impairment charges of $3.5 million were incurred
    during the fourth quarter of fiscal 2008. No asset impairment
    charges were incurred during fiscal 2009.
    Contract termination and other costs of $2.4 million, and
    $2.6 million were incurred during the fourth quarter of
    fiscal 2008, and first quarter of fiscal 2009, respectively.  Discontinued
    Operations
    Goodwill
    and Intangible Assets Impairment
    Intangibles  Goodwill and Other
     42




---



##### Table of Contents



Accounting for Changes and Error Corrections Considering the
    Effects of Prior Year Misstatements when Quantifying
    Misstatements in Current Year Financial Statements
  Impairment
    of Long-Lived Assets
  Property, Plant
    and Equipment
    Acquisitions
  time-to-time
   43




---



##### Table of Contents



Form 10-K Form 10-K.
        Business Combinations
   44




---



##### Table of Contents



Discussion
    of Operating Results
    Segment
    Operating Results
   45




---



##### Table of Contents



Segment
    Reporting,
    Year Ended January 31,2010


2009Contract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
2,351,093


$
1,216,429


$



$
3,567,522


$
3,156,039


$
1,387,678


$



$
4,543,717Purchased transportation costs


1,755,435



451,086







2,206,521



2,438,756



558,621







2,997,377Staff costs


346,087



392,307



14,755



753,149



396,019



439,569



8,667



844,255Depreciation


15,410



27,835



749



43,994



15,605



25,924



224



41,753Amortization of intangible assets


3,850



7,276







11,126



3,896



9,075







12,971Restructuring charges










1,231



1,231



2,731



3,863



2,309



8,903Goodwill impairment






1,562







1,562







98,932







98,932Intangible assets impairment






















11,009







11,009Other operating expenses


163,438



284,923



18,074



466,435



172,505



314,146



18,572



505,223Total operating expenses


2,284,220



1,164,989



34,809



3,484,018



3,029,512



1,461,139



29,772



4,520,423Operating income/(loss)

$
66,873


$
51,440


$
(34,809
)

$
83,504


$
126,527


$
(73,461
)

$
(29,772
)

$
23,294   Change to Year Ended January 31, 2010from Year Ended January 31, 2009Amount


PercentageContract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
(804,946
)

$
(171,249
)

$



$
(976,195
)


(26
)%


(12
)%



%


(21
)%Purchased transportation costs


(683,321
)


(107,535
)






(790,856
)


(28
)


(19
)






(26
)Staff costs


(49,932
)


(47,262
)


6,088



(91,106
)


(13
)


(11
)


70



(11
)Depreciation


(195
)


1,911



525



2,241



(1
)


7



234



5Amortization of intangible assets


(46
)


(1,799
)






(1,845
)


(1
)


(20
)






(14
)Restructuring charges


(2,731
)


(3,863
)


(1,078
)


(7,672
)


(100
)


(100
)


(47
)


(86
)Goodwill impairment






(97,370
)






(97,370
)






(98
)






(98
)Intangible assets impairment






(11,009
)






(11,009
)






(100
)






(100
)Other operating expenses


(9,067
)


(29,223
)


(498
)


(38,788
)


(5
)


(9
)


(3
)


(8
)Total operating expenses


(745,292
)


(296,150
)


5,037



(1,036,405
)


(25
)


(20
)


17



(23
)Operating (loss)/income

$
(59,654
)

$
124,901


$
(5,037
)

$
60,210



(47
)%


(170
)%


17
%


258
%   46




---



##### Table of Contents



Year Ended January 31,2009


2008Contract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
3,156,039


$
1,387,678


$



$
4,543,717


$
2,927,535


$
1,438,719


$



$
4,366,254Purchased transportation costs


2,438,756



558,621







2,997,377



2,293,861



583,579







2,877,440Staff costs


396,019



439,569



8,667



844,255



337,756



451,123



12,012



800,891Depreciation


15,605



25,924



224



41,753



13,661



25,352



293



39,306Amortization of intangible assets


3,896



9,075







12,971



863



8,573







9,436Restructuring charges


2,731



3,863



2,309



8,903



912



5,800



1,683



8,935Goodwill impairment






98,932







98,932















Intangible assets impairment






11,009







11,009















Other operating expenses


172,505



314,146



18,572



505,223



149,977



316,839



13,492



480,308Total operating expenses


3,029,512



1,461,139



29,772



4,520,423



2,797,030



1,391,266



27,480



4,215,776Operating income/(loss)

$
126,527


$
(73,461
)

$
(29,772
)

$
23,294


$
130,505


$
47,453


$
(27,480
)

$
150.478   Change to Year Ended January 31, 2009from Year Ended January 31, 2008Amount


PercentageContract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
228,504


$
(51,041
)

$



$
177,463



8
%


(4
)%



%


4
%Purchased transportation costs


144,895



(24,958
)






119,937



6



(4
)






4Staff costs


58,263



(11,554
)


(3,345
)


43,364



17



(3
)


(28
)


5Depreciation


1,944



572



(69
)


2,447



14



2



(24
)


6Amortization of intangible assets


3,033



502







3,535



351



6







37Restructuring charges


1,819



(1,937
)


626



508



199



33



37



6Goodwill impairment






98,932







98,932















Intangible assets impairment






11,009







11,009















Other operating expenses


22,528



(2,693
)


5,080



24,915



15



(1
)


38



5Total operating expenses


232,482



69,873



2,292



304,647



8



5



8



7Operating (loss)/income

$
(3,978
)

$
(120,914
)

$
(2,292
)

$
(127,184
)


(3
)%


(255
)%


8
%


(85
)%   Year Ended January 31,2010


2009


2008Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA

$
827,823


$
248,601


$
1,076,424



1,091,758


$
256,529


$
1,348,287


$
867,768


$
248,602


$
1,116,370Americas


480,890



642,840



1,123,730



627,824



807,144



1,434,968



595,499



864,353



1,459,852Asia Pacific


758,408



34,985



793,393



1,065,565



35,079



1,100,644



1,100,219



32,274



1,132,493Africa


283,972



290,003



573,975



370,892



288,926



659,818



364,049



293,490



657,539Total

$
2,351,093


$
1,216,429


$
3,567,522


$
3,156,039


$
1,387,678


$
4,543,717


$
2,927,535


$
1,438,719


$
4,366,254   47




---



##### Table of Contents



Year Ended January 31,2010


2009


2008Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionNet


Net





Net


Net





Net


NetRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA

$
229,561


$
159,588


$
389,149


$
285,786


$
165,441


$
451,227


$
220,652


$
128,887


$
349,539Americas


142,697



357,606



500,303



166,525



432,058



598,583



162,262



493,291



655,553Asia Pacific


145,795



24,218



170,013



172,883



22,451



195,334



158,722



22,426



181,148Africa


77,605



223,931



301,536



92,089



209,107



301,196



92,038



210,536



302,574Total

$
595,658


$
765,343


$
1,361,001


$
717,283


$
829,057


$
1,546,340


$
633,674


$
855,140


$
1,488,814   Year Ended January 31,2010


2009


2008Revenues:Airfreight forwarding

$
1,187,880


$
1,621,602


$
1,553,551Ocean freight forwarding


891,276



1,203,643



1,101,129Customs brokerage


92,456



109,436



98,031Contract logistics


650,739



663,656



618,599Distribution


414,920



564,906



624,399Other


330,251



380,474



370,545Total

$
3,567,522


$
4,543,717


$
4,366,254Purchased transportation costs:Airfreight forwarding

$
904,179


$
1,275,569


$
1,235,010Ocean freight forwarding


717,093



1,001,275



926,224Customs brokerage


5,712



5,987



3,668Contract logistics


125,245



94,963



81,656Distribution


277,849



404,756



416,059Other


176,443



214,827



214,823Total

$
2,206,521


$
2,997,377


$
2,877,440  48




---



##### Table of Contents



Year Ended January 31,2010


2009


2008Revenues:Airfreight forwarding


33
%


36
%


36
%Ocean freight forwarding


25



27



25Customs brokerage


3



2



2Contract logistics


18



15



14Distribution


12



12



14Other


9



8



9Total revenues


100



100



100Purchased transportation costs:Airfreight forwarding


25
%


28
%


28
%Ocean freight forwarding


20



22



21Customs brokerage


*



*



*Contract logistics


4



2



2Distribution


8



9



10Other


5



5



5Total purchased transportation costs


62



66



66Staff costs


21



19



18Depreciation


1



1



1Amortization of intangible assets


*



*



*Restructuring charges


*



*



*Goodwill impairment


*



2



*Intangible assets impairment


*



*



*Other operating expenses


13



11



12Total operating expenses


97



99



97Operating income, net


3



1



3Interest income


*



*



*Interest expense


(1
)


(1
)


(1
)Other income, net


*



*



*Pretax income


2



*



3Provision for income taxes


1



*



1Income from continuing operations, net of tax


1



*



2Discontinued operations, net of tax


*



*



*Net income


1



*



2Net income attributable to noncontrolling interests


*



*



*Net income attributable to UTi Worldwide Inc.


1
%


*
%


2
%     *
    
    Less than one percent. 49




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Year
    Ended January 31, 2010 Compared to Year Ended
    January 31, 2009
  Revenues
                 50




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Net
    revenues
             51




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##### Table of Contents



Staff
    costs
        Depreciation
   52




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##### Table of Contents



Amortization
    of intangible assets
    Restructuring
    charges
    Goodwill
    and intangible assets impairment
    Accounting for Changes and Error Corrections Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  Other
    operating expenses
       53




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##### Table of Contents



Interest
    expense, net
    Other
    income and expenses, net
    Provision
    for income taxes
        Discontinued
    operations, net of tax
    Net
    income attributable to noncontrolling interests
    Year
    Ended January 31, 2009 Compared to Year Ended
    January 31, 2008
  Revenues
   54




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55




---



##### Table of Contents



Net
    revenues
                 56




---



##### Table of Contents



Staff
    costs
        Depreciation
    and amortization of intangible assets.
    Restructuring
    charges
    Goodwill
    and intangible assets impairment
    Other
    operating expenses
   57




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##### Table of Contents



and/or and/or
  Interest
    expense, net
    Other
    income and expenses, net
    Provision
    for income taxes
    Discontinued
    operations, net of tax
    Net
    income attributable to noncontrolling interests
    Liquidity
    and Capital Resources
     58




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##### Table of Contents




    Our last remaining contingent earn-out payment relating to the
    acquisition of Perfect Logistics was based on the acquired
    operations earnings over the twelve-month period ended
    May 31, 2009. We were not required to make the final
    payment in regard to this contingent earn-out. 59




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
    We currently anticipate making the final contingent earn-out
    payment of $4.2 million during the first half of fiscal
    2011 related to our acquisition of Concentrek, which was
    calculated based on a multiple of Concentreks earnings for
    the twelve-month period ended January 31, 2010.
    We currently do not expect to make the final contingent earn-out
    payment related to our acquisition of Logica GmbH, based upon
    the entitys performance during fiscal 2010.
    We currently do not expect to make a contingent earn-out payment
    in regard to our acquisition of Cargoforte based upon the
    entitys performance during fiscal 2010. One remaining
    contingent earn-out payment remains, subject to a maximum of
    $19.6 million in the aggregate, which payment will be
    offset against the initial purchase price of $1.0 million
    and will be calculated based on a multiple of the acquired
    operations future earnings for the twelve month period
    ending January 31, 2011. We made a payment of
    $0.9 million in June 2009 relating to the twelve month
    period ended January 31, 2009.
    We currently do not expect to make a contingent earn-out payment
    in regard to our acquisition of UTi Pharma Slovakia, s.r.o.
    based upon the entitys performance during fiscal 2010. One
    contingent earn-out payment remains and is subject to a maximum
    of $3.0 million in the aggregate and is to be calculated
    based on a multiple of the acquired operations earnings
    for the year ended January 31, 2012.
    In connection with our acquisition of the remaining ownership
    interest in EMA Israel, based on net revenue earned from a
    potential customer for each of the next four fiscal years ending
    January 31, 2011, 2012, 2013 and 2014, we currently
    anticipate making contingent earn-out payments in the quarter
    following each of the twelve month periods above. The
    companys aggregate obligation with respect to these
    contingent earn-out payments has been estimated to be
    $0.3 million as of January 31, 2010.
    We anticipate making one contingent earn-out payment of
    $4.7 million related to our acquisition of Tacisa during to
    April 2010. The payment will be calculated based on a multiple
    of the acquired operations earnings for the twelve months
    ended January 31, 2010.       60




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##### Table of Contents



Credit
    Facilities and Senior Notes
    Bank
    Lines of Credit
      ABN/RBS
    Letter of Credit Agreement
    Nedbank
    Letter of Credit Agreement
   61




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##### Table of Contents



South
    African Facilities Agreement
      Bank
    Borrowings
  2009 Note
    Purchase Agreement
   62




---



##### Table of Contents



2006 Note
    Purchase Agreement
             63




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsBank borrowings(1)

$
186,457


$
186,457


$



$



$
Long-term borrowings(2)


105,618







86,014



19,604



Capital lease obligations(2)


44,244



18,278



21,025



4,906



35Pension funding obligations(3)


11,728



1,181



2,402



2,085



6,060Operating lease obligations


383,973



114,680



136,794



70,459



62,040Unconditional purchase obligations and other(4)


3,502



3,502











Total

$
735,522


$
324,098


$
246,235


$
97,054


$
68,135     (1)
    
    Includes estimated interest expense based on the variable
    interest rates on these obligations as well the current portion
    of long-term borrowings.(2)
    
    Includes interest expense due to the fixed nature of interest
    rates on these obligations.(3)
    
    Pension funding obligation amounts include estimated defined
    benefit pension funding obligations through the year ending 2020.(4)
    
    The company typically enters into various types of short-term
    contracts to reserve transportation capacity on a guaranteed
    basis. These contracts include minimum quantity commitments with
    ocean carriers, and blocked space agreements with
    air carriers. Additionally, the company occasionally charters
    aircraft capacity with air carriers. The pricing of these
    contracts is dependent upon current market conditions. The
    company typically does not pay for space which remains unused.
    The total committed obligation for these contracts as of
    January 31, 2010 was $1.7 million. The remaining
    amount represents commitments to purchase capital equipment.     64




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Call
    and Put Options
          Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
   65




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##### Table of Contents



Critical
    Accounting Estimates
      Revenue
    Recognition
  Revenue Recognition
      Income
    Taxes
     66




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##### Table of Contents



Allowance
    for Doubtful Accounts
    Business
    Combinations
  Business
    Combinations
  Goodwill
    and Other Intangible Assets
    Intangibles  Goodwill and Other
     67




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Accounting for Changes and Error Corrections Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
  Share-Based
    Compensation
  Compensation  Stock
    Compensation
    Contingencies
    Call
    and Put Options
    FASB
    Codification
   68




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##### Table of Contents



Recent
    Accounting Pronouncements
  Multiple-Deliverable Revenue Arrangements 2009-13) , Revenue
    Recognition
  Consolidation
  Subsequent Events,
  Business Combinations,
  Fair Value Measurements and
    Disclosures,
  Reclassifications
  ,
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Quantitative
    Information about Market Risk
  Foreign
    Currency Exchange Rate Sensitivity
   69




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##### Table of Contents



Foreign ExchangeGain/(loss)Net


if Functional CurrencyExposure


Appreciates


DepreciatesAssets


Liabilities


Long/(Short)


by 10%


by 10%At January 31, 2010:U.S. dollars

$
96,722


$
39,230


$
57,491


$
5,749


$
(5,749
)Euros


6,541



15,267



(8,725
)


(873
)


873British pounds sterling


3,087



3,477



(390
)


(39
)


39Hong Kong dollars


517



1,441



(924
)


(92
)


92Other


2,402



7,459



(5,057
)


(506
)


506Total

$
109,269


$
66,874


$
42,395


$
4,239


$
(4,239
)At January 31, 2009:U.S. dollars

$
76,727


$
69,246


$
7,481


$
748


$
(748
)Euros


5,594



14,866



(9,272
)


(927
)


927British pounds sterling


2,068



2,435



(367
)


(37
)


37Hong Kong dollars


859



864



(5
)


(1
)


1Other


1,801



28,474



(26,673
)


(2,667
)


2,667Total

$
87,049


$
115,885


$
(28,836
)

$
(2,884
)

$
2,884   Qualitative
    Information about Market Risk
  Foreign
    Exchange Risk
         70




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Interest
    Rate Risk
      ITEM 8.
    Financial
    Statements and Supplementary Data  Consolidated
    Statements and Other Financial Information
  page F-3
  ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  Managements
    Evaluation of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Rules 13a-15(f) 15d-15(f)
 71




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##### Table of Contents



ITEM 9B.
    Other
    Information      Form 10-K
   72




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##### Table of Contents



Form 10-K
   PART III  ITEM 10.
    Directors
    and Executive Officers and Corporate Governance      Form 10-K.
  ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   73




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    (a)





(c)Number of





Number of SecuritiesSecurities to be


(b)


Remaining AvailableIssued upon


Weighted-Average


for Future IssuanceExercise of


Exercise Price of


under EquityOutstanding


Outstanding


Compensation PlansOptions, Warrants


Options, Warrants,


(Excluding Securitiesand Rights


and Rights


Reflected in Column (a))Plan categoryEquity compensation plans approved by security holders


4,893,811
(1)(2)

$
16.30



6,712,834
(3)Equity compensation plans not approved by security holders










Total


4,893,811


$
16.30



6,712,834     (1)
    
    Of these shares, 30,457 are restricted share units granted
    pursuant to the 2004 Non-Employee Directors Share Incentive
    Plan. In addition, 1,841,127 are restricted share units granted
    as retention awards under our 2009 and 2004 Long-Term Incentive
    Plans. The Retention Awards consist of restricted share units,
    which entitle the holder to have shares issued to him or her
    upon the passage of time. Under the Retention Awards, a portion
    of the award may vest annually over time or, alternatively, the
    award will vest in full at the end of the required retention
    period. Restricted share units granted under the 2004
    Non-Employee Directors Share Incentive Plan generally vest and
    become non-forfeitable on the date immediately preceding the
    annual meeting of shareholders which follows the grant date of
    the restricted share units, provided that the director receiving
    such restricted share units is then serving as a director on
    such date. Receipt of such shares may be deferred under the
    terms of the plan.(2)
    
    Of these shares, 1,661,827 shares are subject to options
    pursuant to which the exercise price was above the closing
    market price of our ordinary shares as of January 31, 2010.(3)
    
    The restricted share units identified in Footnote 1 are not
    included in column (c).  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    ITEM 14.
    Principal
    Accountant Fees and Services   74




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##### Table of Contents



PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules    page F-1.
      Exhibit

Description3
.1

Memorandum of Association of the company, as amended
    (incorporated by reference to Exhibit 3.1 to the
    companys Current Report on
    Form 8-K,
    filed July 31, 2007)3
.2

Articles of Association of the company, as amended (incorporated
    by reference to Exhibit 3.1 to the companys Current
    Report on
    Form 8-K,
    filed July 31, 2007)10
.1

Sale of Shares Agreement, entered into December 6,
    2004, between Pyramid Freight (Proprietary) Limited and The
    Trustees For the Time Being of the UTi Empowerment Trust
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.2

Loan Agreement, entered into December 6, 2004, between
    Pyramid Freight (Proprietary) Limited and UTi South Africa
    (Proprietary) Limited (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.3

Shareholders Agreement, entered into December 6,
    2004, among Pyramid Freight (Proprietary) Limited, the Trustees
    for the Time Being of the UTi Empowerment Trust and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.6 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.4

Sale of Business Agreement, entered into December 6, 2004,
    between Pyramid Freight Proprietary) Limited and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.5+

Amended and Restated Employment Agreement of Mr. John
    Hextall, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.6+

Separation Agreement and General Release of Mr. John
    Hextall, dated as of July 28, 2009 (incorporated by
    reference to Exhibit 99.1 to the companys Current
    Report on
    Form 8-K,
    filed July 29, 2009)10
.7+

Amended and Restated Employment Agreement of Mr. Gene Ochi,
    dated as of March 25, 201010
.8+

Amended and Restated Employment Agreement of Mr. Lawrence
    Samuels, dated as of March 25, 201010
.9+

Amended and Restated Employment Agreement of Mr. William
    Gates, dated as of March 25, 201010
.10+

Letter Agreement between Mr. William Gates and the company,
    dated as of October 1, 2008 (incorporated by reference to
    Exhibit 10.14 to the companys Annual Report on
    Form 10-K,
    filed April 1, 2009)10
.11+

Form of Employment Agreement for Executive Officers10
.12+

Amended and Restated Employment Agreement of Mr. Eric
    Kirchner, dated asof March 25, 201010
.13+

Amended and Restated Employment Agreement of Mr. Lance
    DAmico, dated as of March 25, 201010
.14+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.15+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.16+

2000 Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.3 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.17+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006) 75




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##### Table of Contents



Exhibit

Description10
.19+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.20+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.21+

Norwich Union Cash Plus Individual Pension Plan Policy for
    Mr. John Hextall (incorporated by reference to
    Exhibit 10.10 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.22+

Non-Employee Director Compensation Policy10
.23+

UTi Worldwide Inc. Supplemental Benefits Allowance Program
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed June 11, 2009)10
.24

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.25+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated10
.26+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award
    Agreement and Section 83(b) Election Form, as amended
    (incorporated by reference to Exhibit 10.8 to the
    companys Quarterly Report on
    Form 10-Q,
    field June 9, 2008)10
.27+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.9 to the companys
    Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.28+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.10 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.29+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.11 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.30+

UTi Worldwide Inc. 2009 Long-Term Incentive Plan (incorporated
    by reference to Exhibit 4.1 to the companys
    Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.31+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Stock Option Award Agreement (for U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.2 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.32+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Stock Option Award Agreement (for
    non-U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.3 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.33+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Restricted Share Unit Award Agreement (for U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.4 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.34+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Restricted Share Unit Award Agreement (for
    non-U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.5 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.35+

UTi Worldwide Inc. Executive Incentive Plan (incorporated by
    reference to Appendix B to the companys proxy
    statement filed May 14, 2009)10
.36+

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 16, 2007)10
.37+

Form of Change of Control Agreement (incorporated by reference
    to Exhibit 10.39 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.38

Amendment to Note Purchase Agreement, dated as of
    October 11, 2006, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.40
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008) 76




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##### Table of Contents



Exhibit

Description10
.39

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.42
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.40

Note Purchase Agreement, dated as of July 9, 2009, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 14, 2009)10
.41

Letter of Credit Agreement, dated as of July 9, 2009, by
    and among UTi Worldwide Inc. and certain of its subsidiaries
    party hereto and ABN AMRO Bank N.V. (ABN) and The Royal Bank of
    Scotland plc (incorporated by reference to Exhibit 10.2 to
    the companys Current Report on
    Form 8-K,
    filed July 14, 2009)10
.42

Letter of Credit Agreement, dated as of July 9, 2009, by
    and among UTi Worldwide Inc. and certain of its subsidiaries
    party thereto and Nedbank Limited, acting through its London
    Branch (incorporated by reference to Exhibit 10.3 to the
    companys Current Report on
    Form 8-K,
    filed July 14, 2009)10
.43

Facilities Agreement, dated as of July 9, 2009, by and
    among certain subsidiaries of UTi Worldwide Inc. and Nedbank
    Limited (incorporated by reference to Exhibit 10.4 to the
    companys Current Report on
    Form 8-K,
    filed July 14, 2009)10
.44

First Amendment to Letter of Credit Agreement, dated as of
    January 8, 2010, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and Nedbank Limited,
    acting through its London Branch10
.45

Second Amendment to Letter of Credit Agreement, dated as of
    March 25, 2010, by and among UTi Worldwide Inc. and certain
    of its subsidiaries party thereto and Nedbank Limited, acting
    through its London Branch10
.46

First Amendment to Letter of Credit Agreement, dated as of
    March 25, 2010, by and among UTi Worldwide Inc. and certain
    of its subsidiaries party thereto and ABN Amro Bank N.V., as
    Performance-Based LC Issuing Bank and The Royal Bank of Scotland
    plc, in its capacity as Financial LC Issuing Bank10
.47

First Amendment Agreement to Note Purchase Agreement dated
    July 9, 2009, dated March 25, 2010, by and among UTi
    Worldwide Inc. and certain of its subsidiaries party thereto and
    the purchasers party thereto12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

Certification of Chief Executive Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and
    15d-14(a) as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200231
.2

Certification of Chief Financial Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and
    15d-14(a) as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200232
.1

Certification of Chief Executive Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a request for confidential treatment. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.+
    
    Management contract or compensatory arrangement. 77




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##### Table of Contents



SIGNATURES      By:
    /s/  Eric
    W. Kirchner   Chief Executive Officer
   78




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##### Table of Contents



SIGNATURES
      Date: March 29, 2010

By: /s/  Eric
    W.
    KirchnerEric
    W. KirchnerChief Executive OfficerDate: March 29, 2010

By: /s/  Lawrence
    R. SamuelsLawrence
    R. SamuelsExecutive Vice President  Finance and Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer)Date: March 29, 2010

By:
     /s/  Roger
    I.
    MacFarlaneRoger
    I. MacFarlaneChairman of the Board of DirectorsDate: March 29, 2010

By: /s/  Matthys
    J.
    WesselsMatthys
    J. WesselsDirectorDate: March 29, 2010

By: /s/  Brian
    D.
    BelchersBrian
    D. BelchersDirectorDate: March 29, 2010

By: /s/  C.
    John Langley,
    Jr.C.
    John Langley, Jr.DirectorDate: March 29, 2010

By:
     /s/  Leon
    J.
    LevelLeon
    J. LevelDirectorDate: March 29, 2010

By: /s/  Allan
    M.
    RosenzweigAllan
    M. RosenzweigDirectorDate: March 29, 2010

By: /s/  Donald
    W.
    SlagerDonald
    W. SlagerDirector  79




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##### Table of Contents



UTi
    WORLDWIDE INC.
  INDEX
    TO CONSOLIDATED FINANCIAL STATEMENTS
  PageManagements Report on Internal Control Over
    Financial Reporting


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Statements of Operations for the
    years ended January 31, 2010, 2009 and 2008


F-5Consolidated Balance Sheets as of
    January 31, 2010 and 2009


F-6Consolidated Statements of Changes in
    Shareholders Equity for the years ended January 31,
    2010, 2009 and 2008


F-7Consolidated Statements of Cash Flows for the
    years ended January 31, 2010, 2009 and 2008


F-8Notes to the Consolidated Financial Statements


F-9Financial Statement Schedule (Valuation and
    Qualifying Accounts)


F-60  F-1




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##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING      Internal Control 
    Integrated Framework
    /s/ Eric W. Kirchner
     /s/ Lawrence R. Samuels
    F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
   Internal Control  Integrated Framework
        Internal Control  Integrated Framework
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of ARB No. 51 Consolidation
  Deloitte &
    Touche LLP
    F-3




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     page F-1.
      Noncontrolling Interests
    in Consolidated Financial Statements  an amendment of
    ARB No. 51 Consolidation
  Internal Control  Integrated Framework
  Deloitte &
    Touche LLP
    F-4




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##### Table of Contents



UTi
    WORLDWIDE INC.CONSOLIDATED STATEMENTS OF OPERATIONSFor the years ended January 31, 2010,
    2009 and 2008
  Year Ended January 31,2010


2009


2008(In thousands, except share andper share amounts)Revenues

$
3,567,522


$
4,543,717


$
4,366,254Purchased transportation costs


2,206,521



2,997,377



2,877,440Staff costs


753,149



844,255



800,891Depreciation


43,994



41,753



39,306Amortization of intangible assets


11,126



12,971



9,436Restructuring charges


1,231



8,903



8,395Goodwill impairment


1,562



98,932



Intangible assets impairment






11,009



Other operating expenses


466,435



505,223



480,308Operating income


83,504



23,294



150,478Interest income


10,221



13,316



10,880Interest expense


(22,942
)


(30,559
)


(26,804
)Other (expense)/income, net


(855
)


1,437



4,726Pretax income


69,928



7,488



139,280Provision for income taxes


24,428



17,512



38,161Income/(loss) from continuing operations, net of tax


45,500



(10,024
)


101,119Discontinued operations:Operating income, net of tax






100



528Gain on sale, net of tax






7,404



Net income/(loss)


45,500



(2,520
)


101,647Net income attributable to noncontrolling interests


4,386



2,117



2,961Net income/(loss) attributable to UTi Worldwide Inc.

$
41,114


$
(4,637
)

$
98,686Basic earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholders:Continuing operations

$
0.41


$
(0.12
)

$
0.99Discontinued operations






0.08



0.01$
0.41


$
(0.04
)

$
1.00Diluted earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholders:Continuing operations

$
0.41


$
(0.12
)

$
0.99Discontinued operations






0.08



$
0.41


$
(0.04
)

$
0.99Number of weighted-average common shares outstanding used for
    per share calculations:Basic shares


99,878,211



99,406,664



99,112,752Diluted shares


101,458,179



99,406,664



100,171,805   See accompanying notes to the consolidated financial
    statements.
 F-5




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##### Table of Contents



UTi
    WORLDWIDE INC.CONSOLIDATED BALANCE SHEETSAs of January 31, 2010 and 2009
  January 31,2010


2009(In thousands, exceptshare amounts)ASSETSCash and cash equivalents

$
350,784


$
256,869Trade receivables (net of allowance for doubtful accounts of
    $13,686 and $15,118 as of January 31, 2010 and 2009,
    respectively)


727,413



645,275Deferred income taxes


16,917



19,192Other current assets


111,575



79,869Total current assets


1,206,689



1,001,205Property, plant and equipment, net


180,422



163,441Goodwill


414,791



372,850Other intangible assets, net


72,182



69,841Investments


1,717



2,940Deferred income taxes


31,815



23,831Other non-current assets


29,430



14,578Total assets

$
1,937,046


$
1,648,686LIABILITIES & EQUITYBank lines of credit

$
100,653


$
69,978Short-term bank borrowings


8,032



6,899Current portion of long-term borrowings


69,934



66,666Current portion of capital lease obligations


16,832



15,878Trade payables and other accrued liabilities


731,518



593,271Income taxes payable


1,929



10,425Deferred income taxes


3,503



2,493Total current liabilities


932,401



765,610Long-term borrowings, excluding current portion


99,097



115,747Capital lease obligations, excluding current portion


23,892



20,754Deferred income taxes


32,874



27,542Retirement fund obligations


8,123



6,947Other non-current liabilities


26,377



19,116Commitments and contingenciesUTi Worldwide Inc. shareholders equity:Non-voting variable rate participating cumulative convertible
    preference shares of no par value:Class A  authorized 50,000,000; none issued






Class B  authorized 50,000,000; none issued






Common stock  authorized 500,000,000 ordinary shares
    of no par value; issued and outstanding 100,900,556 and
    99,901,907 shares as of January 31, 2010 and 2009,
    respectively


464,731



450,553Retained earnings


373,548



338,461Accumulated other comprehensive loss


(46,904
)


(112,268
)Total UTi Worldwide Inc. shareholders equity


791,375



676,746Noncontrolling interests


22,907



16,224Total equity


814,282



692,970Total liabilities and equity

$
1,937,046


$
1,648,686   See accompanying notes to the consolidated financial
    statements.
 F-6




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##### Table of Contents



UTi
    WORLDWIDE INC.CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
    AND COMPREHENSIVE INCOMEFor the years ended January 31, 2010,
    2009 and 2008
  AccumulatedOtherCommon Stock


Retained


Comprehensive


NoncontrollingShares


Amount


Earnings


Loss


Interests


Total(In thousands, except share data)Balance at January 31, 2007


98,633,178


$
419,111


$
258,745


$
(47,973
)

$
18,844


$
648,727Comprehensive income:Net income










98,686







2,961



101,647Minimum pension liability adjustment (net of tax of $2,522)














4,491







4,491Foreign currency translation adjustment














33,090



517



33,607Total comprehensive income






















139,745Shares issued


327,929



1,631















1,631Stock options exercised


453,856



4,084















4,084Share-based compensation costs






9,758















9,758Excess tax benefits from share-based compensation






771















771Cumulative effect  adoption of ASC 740










(2,112
)










(2,112
)Dividends










(6,082
)










(6,082
)Distribution to noncontrolling interests and other


















(1,033
)


(1,033
)Balance at January 31, 2008


99,414,963


$
435,355


$
349,237


$
(10,392
)

$
21,289


$
795,489Comprehensive loss:Net (loss)/income










(4,637
)






2,117



(2,520
)Changes in unamortized benefit plan costs (net of tax of $2,305)














(3,355
)






(3,355
)Foreign currency translation adjustment














(98,521
)


(5,740
)


(104,261
)Total comprehensive loss






















(110,136
)Shares issued


109,501



1,093















1,093Stock options exercised


377,443



3,617















3,617Share-based compensation costs






10,024















10,024Excess tax benefits from share-based compensation






464















464Dividends










(6,139
)










(6,139
)Distribution to noncontrolling interests and other


















(1,442
)


(1,442
)Balance at January 31, 2009


99,901,907


$
450,553


$
338,461


$
(112,268
)

$
16,224


$
692,970Comprehensive income:Net income










41,114







4,386



45,500Changes in unamortized benefit plan costs (net of tax of $1,558)














1,115







1,115Foreign currency translation adjustment














64,249



4,317



68,566Total comprehensive income






















115,181Shares issued


394,295



975















975Stock options exercised


604,354



3,195















3,195Share-based compensation costs






8,274















8,274Excess tax benefits from share-based compensation






1,734















1,734Dividends










(6,027
)










(6,027
)Distribution to noncontrolling interests and other


















(2,020
)


(2,020
)Balance at January 31, 2010


100,900,556


$
464,731


$
373,548


$
(46,904
)

$
22,907


$
814,282   See accompanying notes to the consolidated financial
    statements.
 F-7




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##### Table of Contents



UTi
    WORLDWIDE INC.CONSOLIDATED STATEMENTS OF CASH FLOWSFor the years ended January 31, 2010,
    2009 and 2008
  Year Ended January 31,2010


2009


2008(In thousands)OPERATING ACTIVITIES:Net income/(loss)

$
45,500


$
(2,520
)

$
101,647Adjustments to reconcile net income/(loss) to net cash provided
    by operating activities:Share-based compensation costs, net


8,274



10,024



9,758Depreciation


43,994



41,979



39,687Amortization of intangible assets


11,126



12,971



9,436Amortization of debt issuance costs


1,537







Restructuring charges






2,867



8,395Goodwill and intangible assets impairment


1,562



109,941



Deferred income taxes


6,128



(16,081
)


(1,703
)Uncertain tax positions


629



(1,761
)


401Gain on sales of subsidiaries and subsidiary shares






(7,404
)


(3,156
)Excess tax benefits from share-based compensation


(1,734
)


(464
)


(771
)Gain on disposal of property, plant and equipment


(5,915
)


(1,393
)


(63
)Provision for doubtful accounts


3,507



8,625



2,831Other


1,964



1,685



(2,468
)Changes in operating assets and liabilities, net of acquisitions
    Decrease/(increase) in trade receivables


4,034



70,662



(160,392
)Increase in other current assets


(9,441
)


(12,055
)


(7,045
)Increase/(decrease) in trade payables


24,589



(64,074
)


79,116(Decrease)/increase in accrued liabilities and other


(15,780
)


(2,546
)


31,045Net cash provided by operating activities


119,974



150,456



106,718INVESTING ACTIVITIES:Purchases of property, plant and equipment


(28,989
)


(46,422
)


(31,704
)Proceeds from disposal of property, plant and equipment


13,649



4,519



3,863Proceeds from sale of subsidiary, net






8,707



Decrease/(increase) in other non-current assets


1,383



2,937



(13,059
)Acquisitions and contingent earn-out payments


(9,248
)


(30,870
)


(67,566
)Other


(1,417
)


(1,009
)


(1,577
)Net cash used in investing activities


(24,622
)


(62,138
)


(110,043
)FINANCING ACTIVITIES:Increase/(decrease) in borrowings under bank lines of credit


4,575



(25,003
)


25,506Increase in short-term borrowings


831



1,777



1,577Proceeds from issuance of long-term borrowings


56,498



5,667



Repayment of long-term borrowings


(70,465
)


(34,143
)


(1,064
)Debt issuance costs


(6,528
)






Repayment of capital lease obligations


(22,754
)


(23,388
)


(19,907
)Dividends paid to non-controlling interests


(2,020
)


(567
)


Net proceeds from the issuance of ordinary shares


4,170



4,709



5,715Excess tax benefits from share-based compensation


1,734



464



771Dividends paid


(6,027
)


(6,139
)


(5,969
)Net cash (used in)/provided by financing activities


(39,986
)


(76,623
)


6,629Effect of foreign exchange rate changes on cash and cash
    equivalents


38,549



(43,967
)


7,429Net increase/(decrease) in cash and cash equivalents


93,915



(32,272
)


10,733Cash and cash equivalents at beginning of year


256,869



289,141



278,408Cash and cash equivalents at end of the year

$
350,784


$
256,869


$
289,141   The consolidated statements of cash flows include the
    activities of discontinued operations.
  See accompanying notes to the consolidated financial
    statements.
 F-8




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 For the
    years ended January 31, 2010, 2009 and 2008
  1.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
        Use of
    Estimates
    Foreign
    Currency Translation
   F-9




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Revenue
    Recognition
  Revenue Recognition
  Revenue Recognition
    Income
    Taxes
        Segment
    Reporting
   F-10




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Segment Reporting
  Share-Based
    Compensation
  Compensation  Stock Compensation
    Cash
    and Cash Equivalents
    Concentration
    of Risks
    Trade
    Receivables
    Allowance
    for Doubtful Accounts
   F-11




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Property,
    Plant and Equipment
    YearsBuildings and leasehold improvements


10-40Computer equipment and software


3-5Furniture, fixtures and equipment


3-10Vehicles


3-10   350-40, Intangibles  Goodwill and Other 
    Internal Use Software
    Long-Lived
    Assets
  Property, Plant and Equipment
  Goodwill
    and Other Intangible Assets
     F-12




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Investments
    Call
    and Put Options
          Employee
    Benefit Plans
  plan-by-plan
 F-13




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Fair
    Value Measurements
  Fair Value Measurements
    and Disclosures  Measuring Liabilities at Fair
    Value. Fair Value Measurements and
    Disclosures
            Gain
    on Sale of Subsidiary Stock
  Consolidation Consolidation
 F-14




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Risk
    Management
        Contingencies
  Contingencies
  Contingencies
  Accounting
    for Noncontrolling Interests
  Consolidation Form 10-K.
    
    The consolidated balance sheets now present noncontrolling
    interests as a component of the total equity of the
    Company, rather than a non-current liability as it was
    previously presented. F-15




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   
    The consolidated statements of operations now present net
    income/(loss) in further detail by presenting amounts
    attributable to UTi Worldwide Inc. and to noncontrolling
    interests. No changes were required to the presentation of
    earnings per share.
    The consolidated statements of shareholders equity and
    comprehensive income now includes a section that presents the
    activity in noncontrolling interests during the reporting period
    and presents separately the amount of comprehensive income
    generated by the noncontrolling interests.    Recent
    Accounting Pronouncements
  Multiple-Deliverable Revenue Arrangement 2009-13) , Revenue
    Recognition
  Generally Accepted Accounting
    Principles FASB
    Accounting Guidance Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles  a
    replacement of SFAS No. 162
  Consolidation
  Subsequent Events,
  Investments  Debt and
    Equity Securities, other-than-temporary other-than-temporary
  Compensation 
    Retirement Benefits,
 F-16




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Form 10-K
  Investments  Equity
    Method and Joint Ventures, other-than-temporary
  Leases
  Derivatives and Hedging
  Business Combinations
  Fair Value Measurements and
    Disclosures
  Reclassifications
    2.
    Acquisitions   F-17




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  For
    the year ended January 31, 2010
        Current assets

$
15,830Goodwill


2,453Customer relationships


1,500Other non-current assets


1,965Total assets acquired


21,748Liabilities assumed


(19,072
)Deferred income taxes


(375
)Noncontrolling interest


(801
)Net assets acquired

$
1,500    F-18




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Current assets

$
3,237Goodwill


2,536Acquired intangible assets


3,476Other non-current assets


54Total assets acquired


9,303Liabilities assumed


(2,047
)Deferred income taxes


(1,043
)Net assets acquired

$
6,213     Year Ended January 31,Net Income/(Loss)Attributable toUTi Worldwide


Diluted EarningsRevenue


Inc.


per Share*2010:As reported

$
3,567,522


$
41,114


$
0.41Acquisitions


7,482



605



0.01Total

$
3,575,004


$
41,719


$
0.422009:As reported

$
4,543,717


$
(4,637
)

$
(0.04
)Acquisitions


54,645



108



Total

$
4,598,362


$
(4,529
)

$
(0.04
)     *
    
    Diluted pro forma earnings per share were calculated using
    101,458,179 and 99,406,664 diluted ordinary shares for the years
    ended January 31, 2010 and 2009, respectively. F-19




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   For
    the year ended January 31, 2009
    For
    the year ended January 31, 2008
  Business Combinations
      Current assets

$
8,704Deferred income taxes


5,988Property, plant and equipment


2,314Goodwill


30,849Customer relationships


32,120Total assets acquired


79,975Liabilities assumed


(24,241
)Deferred income taxes


(9,138
)Net assets acquired

$
46,596      F-20




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Current assets

$
12,761Property, plant and equipment


645Goodwill


2,723Customer relationships


7,210Other intangible assets


1,820Total assets acquired


25,159Liabilities assumed


(17,666
)Deferred income taxes


(2,316
)Net assets acquired

$
5,177      F-21




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   3.
    Income
    Taxes    Federal


State


Foreign


TotalYear ended January 31, 2010:Current

$
(1,797
)

$
(179
)

$
29,252


$
27,276Deferred


3,726



565



(7,139
)


(2,848
)$
1,929


$
386


$
22,113


$
24,428Year ended January 31, 2009:Current

$
19,734


$
2,457


$
8,148


$
30,339Deferred


(13,157
)


(1,517
)


1,847



(12,827
)$
6,577


$
940


$
9,995


$
17,512Year ended January 31, 2008:Current

$
7,033


$
216


$
36,804


$
44,053Deferred


906



610



(7,408
)


(5,892
)$
7,939


$
826


$
29,396


$
38,161     Year Ended January 31,2010


2009


2008Pre-tax income from continuing operations

$
69,928


$
7,488


$
139,280Statutory income tax rate for the Company(1)










Foreign income tax differential


17,750



(10,723
)


35,642Goodwill and intangible assets impairment


672



24,530



Deferred tax rate change adjustment


949



153



Non-deductible expenses


2,418



3,295



1,400Change in valuation allowance


6,542



(1,242
)


6,299Capital property sale differential


(2,146
)






Other


(1,757
)


1,499



(5,180
)Provision for income taxes

$
24,428


$
17,512


$
38,161Year Ended January 31,2010


2009


2008Statutory income tax rate for the Company(1)



%



%



%Increase/(decrease) in rate resulting from:Foreign income tax differential


25.4



(143.2
)


25.6Goodwill and intangible assets impairment


1.0



327.6



Deferred tax rate change adjustment


1.4



2.0Non-deductible expenses


3.5



44.0



1.0Change in valuation allowance


9.4



(16.6
)


4.5Capital property sale differential


(3.1
)






Other


(2.7
)


20.1



(3.7
)Effective income tax rate


34.9
%


233.9
%


27.4
%  F-22




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    (1)
    
    The statutory income tax rate in the British Virgin Islands,
    where the Company is incorporated, is nil.        As of January 31,2010


2009Gross deferred income tax assets:Allowance for doubtful accounts

$
1,958


$
3,326Provisions not currently deductible


18,184



15,651Property, plant and equipment


1,517



388Net operating loss carryforwards


29,407



21,313Retirement benefits


3,392



5,423Goodwill and intangible assets


5,367



5,790Other


6,235



7,759Total gross deferred income tax assets


66,060



59,650Gross deferred income tax liabilities:Property, plant and equipment


(4,860
)


(5,786
)Goodwill and intangible assets


(27,959
)


(24,598
)Other


(3,563
)


(5,497
)Total gross deferred income tax liabilities


(36,382
)


(35,881
)Valuation allowance


(17,323
)


(10,781
)Net deferred income tax asset/(liabilities)

$
12,355


$
12,988    F-23




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      4.
    Uncertain
    Tax Positions    Year Ended


Year Ended


Year EndedJanuary 31, 2010


January 31, 2009


January 31, 2008Uncertain





Uncertain





UncertainTax





Tax





TaxPosition


Interest


Position


Interest


Position


InterestBalance at beginning of the year

$
7,083


$
1,446


$
9,944


$
1,194


$



$
Reclassification at adoption of amounts for tax positions taken
    during prior periods and included in current liabilities
    pursuant to ASC 450, Contingencies


















5,058



906Increase at adoption for amounts for tax positions taken during
    prior years(1)


















3,158



248Increase for tax positions taken during the current year


1,282







333







2,023



Decrease for changes in tax positions taken in a prior period










(339
)






(295
)


(96
)Lapses and settlements


(653
)


(191
)


(2,034
)


(347
)






Interest






697







696







136Foreign currency translation


522



136



(821
)


(97
)






Balance at the end of the year

$
8,234


$
2,088


$
7,083


$
1,446


$
9,944


$
1,194     (1)
    
    The increase at adoption includes an increase to other current
    receivables of $1,031 for amounts due to the Company through
    acquisition-related indemnification of such matters which was
    accounted for as an increase to the February 1, 2007
    balance of retained earnings.   F-24




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   5.
    Earnings
    per Share    Year Ended January 31,2010


2009


2008Amounts attributable to UTi Worldwide Inc. common shareholders:Income/(loss) from continuing operations, net of tax

$
41,114


$
(12,141
)

$
98,158Discontinued operations:Operating income, net of tax






100



528Gain on sale, net of tax






7,404



Net income/(loss) attributable to UTi Worldwide Inc. common
    shareholders

$
41,114


$
(4,637
)

$
98,686Weighted average number of ordinary shares


99,878,211



99,406,664



99,112,752Incremental shares required for diluted earnings per share
    related to stock options/restricted share units


1,579,968







1,059,053Diluted weighted average number of ordinary shares


101,458,179



99,406,664



100,171,805Basic earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholders:Continuing operations

$
0.41


$
(0.12
)

$
0.99Discontinued operations






0.08



0.01$
0.41


$
(0.04
)

$
1.00Diluted earnings/(loss) per common share attributable to UTi
    Worldwide Inc. common shareholders:Continuing operations

$
0.41


$
(0.12
)

$
0.99Discontinued operations






0.08



$
0.41


$
(0.04
)

$
0.99    F-25




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   6.
    Property,
    Plant and Equipment    January 31,2010


2009Land

$
7,840


$
8,508Buildings and leasehold improvements


65,484



56,203Computer equipment and software


146,798



117,303Furniture, fixtures and equipment


86,197



62,588Vehicles


46,075



39,744Property, plant and equipment, gross


352,394



284,346Accumulated depreciation


(171,972
)


(120,905
)Property, plant and equipment, net

$
180,422


$
163,441     January 31,2010


2009Land

$



$
794Buildings and leasehold improvements


5,850



6,575Computer equipment and software


23,772



20,485Furniture, fixtures and equipment


29,230



23,890Vehicles


16,032



13,161Property, plant and equipment, gross


74,884



64,905Accumulated depreciation


(27,253
)


(21,901
)Property, plant and equipment, net

$
47,631


$
43,004  F-26




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   7.
    Goodwill
    and Other Intangible Assets  Goodwill
    ContractFreight


Logistics andForwarding


Distribution


TotalBalance at January 31, 2008

$
188,691


$
348,738


$
537,429Acquisitions and contingent earn-out payments


1,382



599



1,981Purchase price allocation and other adjustments


(15,154
)


(809
)


(15,963
)Disposals






(1,473
)


(1,473
)Impairment






(98,932
)


(98,932
)Foreign currency translation


(19,479
)


(30,713
)


(50,192
)Balance at January 31, 2009


155,440



217,410



372,850Acquisitions and contingent earn-out payments


2,622



9,125



11,747Purchase price allocation and other adjustments


(20
)


1,562



1,542Impairment






(1,562
)


(1,562
)Foreign currency translation


11,992



18,222



30,214Balance at January 31, 2010

$
170,034


$
244,757


$
414,791   Intangibles  Goodwill
    and Other
  350-20
  Accounting
    for Changes and Error Corrections Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
 F-27




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Other
    Intangible Assets
    WeightedGross


Accumulated


Net Carrying


Average LifeCarrying Value


Amortization


Value


(Years)As of January 31, 2010:Customer relationships

$
105,320


$
(36,586
)

$
68,734



9.6Non-compete agreements


3,048



(2,797
)


251



3.1Other


4,473



(2,270
)


2,203



3.7Total

$
112,841


$
(41,653
)

$
71,188As of January 31, 2009:Customer relationships

$
92,669


$
(26,675
)

$
65,994



10.2Non-compete agreements


2,822



(2,444
)


378



3.1Other


2,608



(1,408
)


1,200



4.1Total

$
98,099


$
(30,527
)

$
67,572     2011

$
12,3342012


11,4132013


10,9062014


10,3122015


8,895    F-28




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   8.
    Restructuring
    and Impairments  Fiscal
    2009 Information Technology Cost Reduction Plan
      Employee
    severance benefits
    AmountsLiability at


Charged to


Settlements


Liability atJanuary 31, 2009


Expense


and Other


January 31, 2010Freight Forwarding

$
187


$



$
(187
)

$
Contract Logistics and Distribution


91







(91
)


Corporate


525



887



(1,412
)


Total

$
803


$
887


$
(1,690
)

$
     Other
    exit costs
    Fiscal
    2008 Cost Reduction Measures
    Asset
    impairments
   F-29




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Employee
    severance benefits
    Liability at


Amounts


Settlements


Liability atJanuary 31,


Charged to


and


January 31,2008


Expense


Other


2009Freight Forwarding

$
843


$
2,375


$
(3,218
)

$
Contract Logistics and Distribution


997



789



(1,786
)


Corporate


642







(642
)


Total

$
2,482


$
3,164


$
(5,646
)

$
     Other
    exit costs
    Liability at


Amounts


Settlements


Liability atJanuary 31,


Charged to


and


January 31,2008


Expense


Other


2009Freight Forwarding

$
158


$
6


$
(164
)

$
Contract Logistics and Distribution


2,270



2,572



(4,842
)


Corporate






1



(1
)


Total

$
2,428


$
2,579


$
(5,007
)

$
     9.
    Trade
    Payables and Other Accrued Liabilities    January 31,2010


2009Trade payables:Due to agents

$
3,920


$
4,060Other trade payables


541,137



430,777Trade payables


545,057



434,837Interest payable


5,020



2,263Staff cost related accruals


56,437



65,734Earn-out liabilities


8,932



700Other payables and accruals


116,072



89,737Total trade payables and other accrued liabilities

$
731,518


$
593,271  F-30




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   10.
    Borrowings    January 31,2010


2009Bank lines of credit

$
100,653


$
69,978Short-term bank borrowings


8,032



6,899Current portion of long-term bank borrowings


69,934



66,666Long-term bank borrowings, excluding current portion


99,097



115,747Total borrowings

$
277,716


$
259,290     2011

$
69,9342012


37,5682013


22,7372014


20,4582015


18,334Total

$
169,031         Bank
    Lines of Credit
     F-31




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    ABN/RBS
    Letter of Credit Agreement
    Nedbank
    Letter of Credit Agreement
      South
    African Facilities Agreement
   F-32




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Bank
    Borrowings
  2009 Note
    Purchase Agreement
    2006 Note
    Purchase Agreement
     F-33




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
           F-34




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    11.
    Supplemental
    Financial Information  Other
    Operating Expenses
    Year Ended January 31,2010

2009

2008Advertising costs

$
2,500


$
2,757


$
3,087Facilities and communication


173,727



180,334



158,950   Supplemental
    Cash Flow Information
    Year Ended January 31,2010


2009


2008Net cash paid for:Interest(*)

$
23,100


$
30,666


$
26,684Income taxes


41,296



31,807



52,357Non-cash activities:Capital lease obligations incurred to acquire assets and other


20,189



18,617



33,904Liability incurred for acquisition earn-out payment


4,224



700



29,303Adjustment to initially adopt ASC 740, Uncertain Tax
    Positions










9,370     *
    
    Net cash paid for interest is inclusive of capitalized interest
    of $1,379, $1,558 and $0 for the fiscal years ended 2010, 2009
    and 2008, respectively and excludes cash paid for debt issuance
    costs.   F-35




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   12.
    Retirement
    Benefit Plans  Defined
    Contribution Plans
    Defined
    Benefit Plans
      Year Ended January 31,2010


2009Change in benefit obligations:Benefit obligations at beginning of year

$
24,060


$
33,555Service cost


497



538Interest cost


1,620



2,183Plan participants contributions


294



191Plan amendments


257



Actuarial gain


(236
)


(1,300
)Benefits paid


(2,898
)


(3,865
)Curtailment/termination


(2,252
)


(831
)Translation adjustment


4,316



(6,411
)Benefit obligations at end of year

$
25,658


$
24,060Change in plan assets:Fair value of plan assets at beginning of year

$
17,643


$
30,887Actual return on plan assets


1,473



958Employer contributions


876



1,359Plan participants contributions


294



152Benefits paid


(2,831
)


(3,798
)Realized gain/(loss) on assets


891



(6,123
)Administrative expenses


(78
)


(107
)Curtailment/termination


(2,252
)


(622
)Translation adjustment


3,578



(5,063
)Fair value of plan assets at end of year

$
19,594


$
17,643Funded status

$
(6,064
)

$
(6,417
)  F-36




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    2010

2009Projected benefit obligation

$
19,991


$
16,342Accumulated benefit obligation


17,853



11,151Fair value of plan assets


12,732



8,468     2010

2009Discount rate


7
%


7
%Rate of compensation increase


3
%


3
%     2010


2009Accumulated other comprehensive loss:Unrecognized net actuarial loss

$
4,114


$
5,402Unrecognized net transition obligation


16



18Unrecognized prior service cost/(benefit)


136



(39
)Net amount recognized in accumulated other comprehensive loss

$
4,266


$
5,381     Net ofGross


Tax EffectAmounts recognized at beginning of year

$
7,687


$
5,381Net actuarial gain


(2,094
)


(1,547
)Amortization of net transition asset


(2
)


(1
)Amortization of prior service cost


238



176Translation adjustment


(4
)


257Amount recognized at end of year

$
5,825


$
4,266    F-37




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    2010


2009


2008Service cost

$
497


$
538


$
883Interest cost


1,620



2,183



2,451Expected return on assets


(971
)


(1,721
)


(2,216
)Amortization of net actuarial loss


320



552



306Amortization of net transition obligation


2



2



Amortization of prior service cost/(benefit)


20



(10
)


Net periodic benefit cost before costs of curtailment/termination


1,488



1,544



1,424Curtailment/termination costs


217



209



Net periodic benefit cost

$
1,705


$
1,753


$
1,424     2010

2009

2008Discount rate


7
%


7
%


7
%Rate of increase in future compensation levels


3
%


3
%


4
%Expected long-term rate of return on assets


7
%


6
%


7
%      F-38




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Fair Value Measurement at Reporting Date UsingQuoted Prices in


Significant


SignificantActive Markets for


Observable


Unobservable


AssetIdentical Assets


Inputs


Inputs


AllocationTotal


(Level 1)


(Level 2)


(Level 3)


PercentagesAsset categories:Cash and cash equivalents

$
3,794


$
3,794


$



$




19
%Equity securities(a)


1,795



1,795











9Fixed income securities:Guaranteed insurance contracts


5,008







5,008







26Corporate bonds(b)


526







526







3Government securities(c)


566



543



23







3Mutual Funds:Equity securities(d)


3,714







3,714







19Fixed-income securities:






Money market fund


971







971







5Corporate(e)


1,219







1,219







6Government(f)


1,204







1,204







6Mixed securities(g)


32







32







Hedge funds(h)


765











765



4Total

$
19,594


$
6,132


$
12,697


$
765



100
%     (a)
    
    This category comprises of investments in domestic and
    international equity securities.(b)
    
    This category comprises of investments in domestic and
    international bond securities.(c)
    
    This category comprises of investments in
    non-U.S.
    government treasury securities and bonds.(d)
    
    This category comprises of investments in mutual funds whose
    underlying investments are in domestic and international equity
    securities.(e)
    
    This category comprises of investments in mutual funds whose
    underlying investments are in domestic and international fixed
    income securities, such as corporate bonds.(f)
    
    This category comprises of investments in mutual funds whose
    underlying investments are in
    non-U.S.
    government treasury securities and bonds.(g)
    
    This category comprises of investments in mutual funds whose
    underlying investments are in both domestic and international
    equity and fixed income securities.(h)
    
    This category comprises of investments in mutual funds whose
    underlying investments are in South African hedge funds, which
    invests in a wide range of investment strategies and underlying
    managers.   F-39




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
        Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)Balance at February 1, 2009

$
825Actual return on plan assets


159Purchases, sales and settlements


(457
)Transfers in/(out) of Level 3


Translation adjustment


238Balance at January 31, 2010

$
765       2011

$
1,1812012


6392013


1,7632014


4812015


1,6042016-2020


6,060   13.
    Shareholders
    Equity   F-40




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   14.
    Share-Based
    Compensation  Share-Based
    Compensation Plans
      2000
    Employee Share Purchase Plan
      2009
    Long-Term Incentive Plan
      2004
    Long-Term Incentive Plan
   F-41




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    2000
    Stock Option Plan
      2004
    Non-Employee Directors Share Incentive Plan
      Non-Employee
    Directors Share Option Plan
       F-42




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Compensation 
    Stock Compensation
        Share-Based
    Compensation Expense
  Valuation
    Assumptions
    Year Ended January 31,2010


2009


2008Risk free rate of return, annual


3
%


4
%


5
%Expected term


7.0 years



7.0 years



7.5 yearsExpected volatility


44
%


40
%


38
%Dividend yield


0.4
%


0.4
%


0.2
%    F-43




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Share-Based
    Compensation Activity
    2009 LTIP (RSUs)WeightedWeighted


AverageRestricted


Average


Remaining


AggregateShare


Grant Fair


Contractual


IntrinsicUnits


Value


Term (Years)


ValueOutstanding balance at January 31, 2009






Units granted


46,232


$
13.05Outstanding balance at January 31, 2010


46,232


$
13.05



3.1 years


$
47       2004 LTIP (Options)WeightedShares


Weighted


AverageSubject to


Average


Remaining


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Term (Years)


ValueOutstanding balance at January 31, 2007


2,010,731


$
20.86Options granted


11,295



25.23Options exercised


(80,525
)


16.47Options cancelled/forfeited


(24,712
)


21.05Outstanding balance at January 31, 2008


1,916,789



21.07Options granted


79,390



19.70Options exercised


(107,198
)


16.44Options cancelled/forfeited


(113,461
)


23.87Outstanding balance at January 31, 2009


1,775,520



21.11



6.2 years


$
Options granted


166,836



13.51Options cancelled/forfeited


(114,693
)


22.65Outstanding balance at January 31, 2010


1,827,663


$
20.32



5.5 years


$
37Exercisable balance at January 31, 2010


1,174,277


$
19.28



5.0 years


$
   in-the-money in-the-money
 F-44




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Options Outstanding


Options ExercisableWeighted


Weighted





WeightedNumber of


Average


Average


Number


AverageShares


Remaining


Exercise


of Shares


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$13.51 - $16.64


747,449



5.1


$
15.28



550,613


$
15.74$18.13 - $22.88


768,100



5.2



21.55



536,472



21.28$23.58 - $25.95


69,736



6.2



25.47



36,000



25.53$28.03 - $36.08


242,378



6.0



30.51



51,192



31.42     2004 LTIP (RSUs)WeightedWeighted


AverageRestricted


Average


Remaining


AggregateShare


Grant Date


Contractual


IntrinsicUnits


Fair Value


Term (Years)


ValueOutstanding balance at January 31, 2007


700,795


$
21.22Units granted


562,410



24.89Units vested


(251,270
)


18.29Units cancelled/forfeited


(258,364
)


25.38Outstanding balance at January 31, 2008


753,571



23.51Units granted


717,368



19.69Units vested


(25,781
)


19.91Units cancelled/forfeited


(144,874
)


20.99Outstanding balance at January 31, 2009


1,300,284



21.69Units granted


994,275



13.51Units vested


(327,687
)


18.71Units cancelled/forfeited


(171,977
)


18.49Outstanding balance at January 31, 2010


1,794,895


$
18.00



2.7 years


$
206    F-45




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
        2000 Stock Option PlanWeightedShares


Weighted


AverageSubject to


Average


Remaining


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Term (Years)


ValueOutstanding balance at January 31, 2007


2,358,245


$
6.85Options exercised


(364,331
)


7.43Outstanding balance at January 31, 2008


1,993,914



6.75Options exercised


(252,071
)


6.93Options cancelled/forfeited


(10,800
)


8.26Outstanding balance at January 31, 2009


1,731,043



6.72



2.8 years


$
7,429Options exercised


(604,354
)


5.29Options cancelled/forfeited


(13,125
)


11.24Outstanding balance at January 31, 2010


1,113,564


$
7.44



2.4 years


$
7,003Exercisable balance at January 31, 2010


1,113,564


$
7.44



2.4 years


$
7,003   in-the-money
    Options Outstanding


Options ExercisableWeighted


Weighted





WeightedNumber of


Average


Average


Number of


AverageShares


Remaining


Exercise


Shares


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$4.16 - $5.00


154,443



0.2


$
4.36



154,443


$
4.36$5.33 - $6.18


46,046



1.4



5.53



46,046



5.53$6.33 - $8.26


642,325



2.5



6.77



642,325



6.77$10.18 - $11.24


270,750



3.5



11.12



270,750



11.12  F-46




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    2004 Directors Incentive Plan (RSUs)WeightedWeighted


AverageRestricted


Average


Remaining


AggregateShare


Grant Date


Contractual


IntrinsicUnits


Fair Value


Term (Years)


ValueOutstanding balance at January 31, 2007


12,800


$
26.33Restricted shares/units granted


13,968



27.71Units vested


(12,800
)


26.33Outstanding balance at January 31, 2008


13,968



27.71Restricted shares/units granted


13,180



22.76Units vested


(13,968
)


27.71Outstanding balance at January 31, 2009


13,180



22.76Restricted shares/units granted


30,457



12.36Units vested


(13,180
)


22.56Outstanding balance at January 31, 2010


30,457


$
12.36



0.4 years


$
46       Directors Option PlanWeightedShares


Weighted


AverageSubject to


Average


Remaining


AggregateStock


Exercise


Contractual


IntrinsicOptions


Price


Term (Years)


ValueOutstanding balance at January 31, 2007


117,000


$
9.27Options exercised


(9,000
)


5.47Outstanding balance at January 31, 2008


108,000



9.59Options exercised


(27,000
)


7.39Outstanding balance at January 31, 2009


81,000



10.33



4.4 years


$
95Outstanding balance at January 31, 2010


81,000



10.33



3.4 years


$
276Exercisable balance at January 31, 2010


81,000


$
10.33



3.4 years


$
276   in-the-money
 F-47




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Options Outstanding


Options ExercisableWeighted


Weighted





WeightedNumber of


Average


Average


Number of


AverageShares


Remaining


Exercise


Shares


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$5.31 - $6.57


18,000



2.3


$
6.36



18,000


$
6.36$10.28 - $11.93


63,000



3.7



11.46



63,000



11.46     15.
    Derivative
    Financial Instruments        16.
    Commitments    Capital


OperatingLeases


Leases2011

$
18,278


$
114,6802012


13,228



80,0812013


7,797



56,7132014


3,747



38,9382015


1,159



31,5212016 and thereafter


35



62,040Total lease payments


44,244


$
383,973Less amount representing interest


(3,520
)Present value of minimum capital lease payments


40,724Less current portion of capital lease obligations


(16,832
)Capital lease obligations, excluding current portion

$
23,892  F-48




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
          17.
    Contingencies         F-49




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
                and/or
     F-50




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Contingencies,
  18.
    Related
    Party Transactions        19.
    Fair
    Value Disclosures  Fair Value Measurements
    and Disclosures
  
    Level 1  Quoted prices in active markets for
    identical assets or liabilities;
    Level 2  Observable market data, including
    quoted prices for similar assets and liabilities, and inputs
    other than quoted prices that are observable, such as interest
    rates and yield curves; and F-51




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   
    Level 3  Unobservable data reflecting the
    Companys own assumptions, where there is little or no
    market activity for the asset or liability.    Fair Value Measurement at Reporting Date Using:Quoted Prices in


Significant Other


SignificantBalance at


Active Markets for


Observable


UnobservableJanuary 31,


Identical Assets


Inputs


Inputs2010


(Level 1)


(Level 2)


(Level 3)AssetsCash and cash equivalents

$
350,784


$
350,784


$



$
Forward exchange contracts


273







273



Other


476











476Total

$
351,533


$
350,784


$
273


$
476LiabilitiesForward exchange contracts

$
294


$



$
294


$
Other


811











811Total

$
1,105


$



$
294


$
811     Forward Exchange Contracts over-the-counter
  Other
    Assets


LiabilitiesBeginning balance at February 1, 2009

$
756


$
2,114Deletions






(1,784
)Net change in fair value included in earnings


(291
)


118Translation adjustment


11



363Ending balance at January 31, 2010

$
476


$
811   20.
    Discontinued
    Operations   F-52




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
      Twelve Months Ended January 31,2009


2008Revenues

$
6,839


$
12,757Pre-tax operating income from discontinued operations


128



689Provision for income taxes


28



161Gain on sale, net of tax


7,404



Net income from discontinued operations

$
7,504


$
528   21.
    Segment
    Reporting   F-53




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Year Ended January 31, 2010ContractLogisticsFreight


andForwarding


Distribution


Corporate


TotalRevenues

$
2,351,093


$
1,216,429


$



$
3,567,522Purchased transportation costs


1,755,435



451,086







2,206,521Staff costs


346,087



392,307



14,755



753,149Depreciation


15,410



27,835



749



43,994Amortization of intangible assets


3,850



7,276







11,126Restructuring charges










1,231



1,231Goodwill impairment






1,562







1,562Other operating expenses


163,438



284,923



18,074



466,435Total operating expenses


2,284,220



1,164,989



34,809



3,484,018Operating income/(loss)

$
66,873


$
51,440


$
(34,809
)


83,504Interest income














10,221Interest expense














(22,942
)Other expense, net














(855
)Pretax income














69,928Provision for income taxes














24,428Net income














45,500Net income attributable to noncontrolling interests














4,386Net income attributable to UTi Worldwide Inc.













$
41,114Capital expenditures

$
14,114


$
25,361


$
9,862


$
49,337Segment assets

$
1,118,580


$
710,447


$
108,019


$
1,937,046   F-54




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Year Ended January 31, 2009ContractLogisticsFreight


andForwarding


Distribution


Corporate


TotalRevenues

$
3,156,039


$
1,387,678


$



$
4,543,717Purchased transportation costs


2,438,756



558,621







2,997,377Staff costs


396,019



439,569



8,667



844,255Depreciation


15,605



25,924



224



41,753Amortization of intangible assets


3,896



9,075







12,971Restructuring charges


2,731



3,863



2,309



8,903Goodwill impairment






98,932







98,932Intangible assets impairment






11,009







11,009Other operating expenses


172,505



314,146



18,572



505,223Total operating expenses


3,029,512



1,461,139



29,772



4,520,423Operating income/(loss)

$
126,527


$
(73,461
)

$
(29,772
)


23,294Interest income














13,316Interest expense














(30,559
)Other income, net














1,437Pretax income














7,488Provision for income taxes














17,512Loss from continuing operations, net of tax














(10,024
)Discontinued operations, net of tax














100Gain on sale, net of tax














7,404Net loss














(2,520
)Net income attributable to noncontrolling interests














2,117Net loss attributable to UTi Worldwide Inc.













$
(4,637
)Capital expenditures

$
25,726


$
24,600


$
11,327


$
61,653Segment assets

$
961,421


$
631,200


$
56,065


$
1,648,686   F-55




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
  Year Ended January 31, 2008ContractLogisticsFreight


andForwarding


Distribution


Corporate


TotalRevenues

$
2,927,535


$
1,438,719


$



$
4,366,254Purchased transportation costs


2,293,861



583,579







2,877,440Staff costs


337,756



451,123



12,012



800,891Depreciation


13,661



25,352



293



39,306Amortization of intangible assets


863



8,573







9,436Restructuring charges


912



5,800



1,683



8,395Other operating expenses


149,977



316,839



13,492



480,308Total operating expenses


2,797,030



1,391,266



27,480



4,215,776Operating income/(loss)

$
130,505


$
47,453


$
(27,480
)


150,478Interest income














10,880Interest expense














(26,804
)Other income, net














4,726Pretax income














139,280Provision for income taxes














38,161Income from continuing operations, net of tax














101,119Discontinued operations, net of tax














528Net income














101,647Net income attributable to noncontrolling interests














2,961Net income attributable to UTi Worldwide Inc.













$
98,686Capital expenditures

$
27,468


$
26,877


$
11,263


$
65,608Segment assets

$
1,190,405


$
845,405


$
38,807


$
2,074,676     Year Ended January 31,2010


2009


2008Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA(1)

$
827,823


$
248,601


$
1,076,424


$
1,091,758


$
256,529


$
1,348,287


$
867,768


$
248,602


$
1,116,370Americas


480,890



642,840



1,123,730



627,824



807,144



1,434,968



595,499



864,353



1,459,852Asia Pacific


758,408



34,985



793,393



1,065,565



35,079



1,100,644



1,100,219



32,274



1,132,493Africa


283,972



290,003



573,975



370,892



288,926



659,818



364,049



293,490



657,539Total

$
2,351,093


$
1,216,429


$
3,567,522


$
3,156,039


$
1,387,678


$
4,543,717


$
2,927,535


$
1,438,719


$
4,366,254     (1)
    
    EMENA which is comprised of Europe, Middle East and North Africa F-56




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Year Ended January 31,2010


2009


2008EMENA

$
35,039


$
33,179


$
35,067Americas


42,738



49,983



54,307Asia Pacific


24,121



27,615



12,544Africa


45,749



35,764



43,192Total

$
147,647


$
146,541


$
145,110     Year Ended January 31,2010


2009


2008United States

$
34,579


$
37,495


$
42,222South Africa


43,539



34,061



41,918China


16,003



18,530



3,626Spain


13,874



12,199



12,368All Others


39,652



44,256



44,776Total

$
147,647


$
146,541


$
145,110     Year Ended January 31,2010


2009


2008United States

$
950,314


$
1,216,076


$
1,236,083South Africa


559,298



635,761



669,295China


352,396



517,727



593,181Spain


163,754



195,751



170,029All Others


1,541,760



1,978,402



1,727,666Total

$
3,567,522


$
4,543,717


$
4,366,254  F-57




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
    Year Ended January 31,2010


2009


2008Revenues:Airfreight forwarding

$
1,187,880


$
1,621,602


$
1,553,551Ocean freight forwarding


891,276



1,203,643



1,101,129Customs brokerage


92,456



109,436



98,031Contract logistics


650,739



663,656



618,599Distribution


414,920



564,906



624,399Other


330,251



380,474



370,545Total revenues

$
3,567,522


$
4,543,717


$
4,366,254Purchased transportation costs:Airfreight forwarding

$
904,179


$
1,275,569


$
1,235,010Ocean freight forwarding


717,093



1,001,275



926,224Customs brokerage


5,712



5,987



3,668Contract logistics


125,245



94,963



81,656Distribution


277,849



404,756



416,059Other


176,443



214,827



214,823Total purchased transportation costs

$
2,206,521


$
2,997,377


$
2,877,440  F-58




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2010, 2009 and 2008
   22.
    Selected
    Quarterly Financial Data (Unaudited)  For the Year Ended January 31,

First


Second


Third


Fourth


TotalRevenue:2010

$
768,356


$
840,502


$
967,198


$
991,466


$
3,567,5222009


1,184,450



1,255,087



1,210,107



894,073



4,543,717Purchased transportation costs:2010


458,849



501,136



605,663



640,873



2,206,5212009


794,947



839,106



801,945



561,379



2,997,377Operating income:2010


17,852



22,408



31,416



11,828



83,5042009(1)


23,670



43,611



53,844



(97,831
)


23,294Provision for income taxes:2010


4,317



5,907



7,537



6,667



24,4282009


5,421



10,034



14,237



(12,180
)


17,512Net income attributable to UTi Worldwide Inc.:2010


9,845



11,755



17,967



1,547



41,1142009(1)


13,542



33,746



37,881



(89,806
)


(4,637
)Basic earnings/(loss) per share:2010 Continuing operations


0.10



0.12



0.18



0.02



0.412010 Discontinued operations


















0.10



0.12



0.18



0.02



0.412009 Continuing operations


0.13



0.29



0.36



(0.90
)


(0.12
)2009 Discontinued operations(3)






0.05



0.02







0.080.13



0.34



0.38



(0.90
)


(0.04
)Diluted earnings/(loss) per share:2010 Continuing operations(2)


0.10



0.12



0.18



0.02



0.412010 Discontinued operations(2)


















0.10



0.12



0.18



0.02



0.412009 Continuing operations


0.13



0.28



0.36



(0.89
)


(0.12
)2009 Discontinued operations(2)






0.05



0.02







0.080.13



0.33



0.38



(0.89
)


(0.04
)Other comprehensive income/(loss):2010


24,494



35,343



14,952



(9,425
)


65,3642009


8,335



2,397



(99,884
)


(12,724
)


(101,876
)     (1)
    
    Amounts in the fourth quarter of fiscal 2009 include
    restructuring and impairment charges for employee severance and
    benefits, asset impairments, other exist costs, and goodwill and
    intangible assets impairment.(2)
    
    The diluted earnings per share amounts for the quarters do not
    add to the total year ended January 31, 2010 amount due to
    the effects of rounding.(3)
    
    The basic earnings per share amounts for the quarters do not add
    to the total year ended January 31, 2010 and
    January 31, 2009 amount due to the effects of rounding. F-59




---



##### Table of Contents



UTi
    Worldwide Inc.
  Schedule II
  Valuation
    and Qualifying Accounts
  Balance at


Amounts


Charges





ForeignBeginning


Charged


Against the





Currency


Balance atYear Ended January 31,

of Year


to Expense


Allowance


Other


Translation


End of Year(In thousands)2010Allowance for Doubtful Accounts

$
15,118


$
3,507


$
(6,943
)

$



$
2,005


$
13,686Deferred Tax Asset Valuation Allowance


10,781



5,865



(424
)






1,101



17,323Restructuring Related Provisions


803



1,231



(2,034
)










2009Allowance for Doubtful Accounts


16,356



8,625



(5,451
)


(94
)


(4,302
)


15,118Deferred Tax Asset Valuation Allowance


12,023



430



(1,672
)










10,781Restructuring Related Provisions


8,395



8,345



(15,937
)










8032008Allowance for Doubtful Accounts


14,719



2,831



(2,313
)


180



939



16,356Deferred Tax Asset Valuation Allowance


5,712



6,311















12,023Restructuring Related Provisions






8,395















8,395    F-60




---



##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description3
.1

Memorandum of Association of the company, as amended
    (incorporated by reference to Exhibit 3.1 to the
    companys Current Report on
    Form 8-K,
    filed July 31, 2007)3
.2

Articles of Association of the company, as amended (incorporated
    by reference to Exhibit 3.1 to the companys Current
    Report on
    Form 8-K,
    filed July 31, 2007)10
.1

Sale of Shares Agreement, entered into December 6,
    2004, between Pyramid Freight (Proprietary) Limited and The
    Trustees For the Time Being of the UTi Empowerment Trust
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.2

Loan Agreement, entered into December 6, 2004, between
    Pyramid Freight (Proprietary) Limited and UTi South Africa
    (Proprietary) Limited (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.3

Shareholders Agreement, entered into December 6,
    2004, among Pyramid Freight (Proprietary) Limited, the Trustees
    for the Time Being of the UTi Empowerment Trust and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.6 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.4

Sale of Business Agreement, entered into December 6, 2004,
    between Pyramid Freight Proprietary) Limited and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.5+

Amended and Restated Employment Agreement of Mr. John
    Hextall, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.6+

Separation Agreement and General Release of Mr. John
    Hextall, dated as of July 28, 2009 (incorporated by
    reference to Exhibit 99.1 to the companys Current
    Report on
    Form 8-K,
    filed July 29, 2009)10
.7+

Amended and Restated Employment Agreement of Mr. Gene Ochi,
    dated as of March 25, 201010
.8+

Amended and Restated Employment Agreement of Mr. Lawrence
    Samuels, dated as of March 25, 201010
.9+

Amended and Restated Employment Agreement of Mr. William
    Gates, dated as of March 25, 201010
.10+

Letter Agreement between Mr. William Gates and the company,
    dated as of October 1, 2008 (incorporated by reference to
    Exhibit 10.14 to the companys Annual Report on
    Form 10-K,
    filed April 1, 2009)10
.11+

Form of Employment Agreement for Executive Officers10
.12+

Amended and Restated Employment Agreement of Mr. Eric
    Kirchner, dated as of March 25, 201010
.13+

Amended and Restated Employment Agreement of Mr. Lance
    DAmico, dated as of March 25, 201010
.14+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.15+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.16+

2000 Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.3 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.17+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006)10
.19+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.20+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.21+

Norwich Union Cash Plus Individual Pension Plan Policy for
    Mr. John Hextall (incorporated by reference to
    Exhibit 10.10 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.22+

Non-Employee Director Compensation Policy10
.23+

UTi Worldwide Inc. Supplemental Benefits Allowance Program
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed June 11, 2009)




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##### Table of Contents



Exhibit

Description10
.24

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.25+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated10
.26+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award
    Agreement and Section 83(b) Election Form, as amended
    (incorporated by reference to Exhibit 10.8 to the
    companys Quarterly Report on
    Form 10-Q,
    field June 9, 2008)10
.27+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.9 to the companys
    Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.28+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.10 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.29+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.11 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.30+

UTi Worldwide Inc. 2009 Long-Term Incentive Plan (incorporated
    by reference to Exhibit 4.1 to the companys
    Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.31+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Stock Option Award Agreement (for U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.2 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.32+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Stock Option Award Agreement (for
    non-U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.3 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.33+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Restricted Share Unit Award Agreement (for U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.4 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.34+

Form of UTi Worldwide Inc. 2009 Long-Term Incentive
    Plan  Restricted Share Unit Award Agreement (for
    non-U.S.
    residents/taxpayers) (incorporated by reference to
    Exhibit 4.5 to the companys Registration Statement on
    Form S-8
    (File
    No. 333-160665)
    filed July 17, 2009)10
.35+

UTi Worldwide Inc. Executive Incentive Plan (incorporated by
    reference to Appendix B to the companys proxy
    statement filed May 14, 2009)10
.36+

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 16, 2007)10
.37+

Form of Change of Control Agreement (incorporated by reference
    to Exhibit 10.39 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.38

Amendment to Note Purchase Agreement, dated as of
    October 11, 2006, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.40
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.39

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.42
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.40

Note Purchase Agreement, dated as of July 9, 2009, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 14, 2009)10
.41

Letter of Credit Agreement, dated as of July 9, 2009, by
    and among UTi Worldwide Inc. and certain of its subsidiaries
    party hereto and ABN AMRO Bank N.V. (ABN) and The Royal Bank of
    Scotland plc (incorporated by reference to Exhibit 10.2 to
    the companys Current Report on
    Form 8-K,
    filed July 14, 2009)10
.42

Letter of Credit Agreement, dated as of July 9, 2009, by
    and among UTi Worldwide Inc. and certain of its subsidiaries
    party thereto and Nedbank Limited, acting through its London
    Branch (incorporated by reference to Exhibit 10.3 to the
    companys Current Report on
    Form 8-K,
    filed July 14, 2009)




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##### Table of Contents



Exhibit

Description10
.43

Facilities Agreement, dated as of July 9, 2009, by and
    among certain subsidiaries of UTi Worldwide Inc. and Nedbank
    Limited (incorporated by reference to Exhibit 10.4 to the
    companys Current Report on
    Form 8-K,
    filed July 14, 2009)10
.44

First Amendment to Letter of Credit Agreement, dated as of
    January 8, 2010, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and Nedbank Limited,
    acting through its London Branch10
.45

Second Amendment to Letter of Credit Agreement, dated as of
    March 25, 2010, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and Nedbank Limited,
    acting through its London Branch10
.46

First Amendment to Letter of Credit Agreement, dated as of
    March 25, 2010, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and ABN Amro Bank
    N.V., as Performance-Based LC Issuing Bank and The Royal Bank of
    Scotland plc, in its capacity as Financial LC Issuing Bank10
.47

First Amendment Agreement to Note Purchase Agreement dated
    July 9, 2009, dated March 25, 2010, by and among UTi
    Worldwide Inc. and certain of its subsidiaries party thereto and
    the purchasers party thereto12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

Certification of Chief Executive Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and
    15d-14(a) as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200231
.2

Certification of Chief Financial Officer pursuant to Securities
    Exchange Act
    Rules 13a-14(a)
    and
    15d-14(a) as
    adopted pursuant to Section 302 of the Sarbanes-Oxley Act
    of 200232
.1

Certification of Chief Executive Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 200232
.2

Certification of Chief Financial Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a request for confidential treatment. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.+
    
    Management contract or compensatory arrangement.