##### Table of Contents



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, 2007Oro

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

N/A(State or Other Jurisdiction of
    Incorporation or Organization)

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

c/o UTi, Services, Inc.
    19500 Rancho Way, Suite 116
    Rancho Dominguez, CA 90220 USA(Addresses of Principal
    Executive Offices and Zip Code)   310.604.3311
 (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

NASDAQ Stock Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



UTi
    Worldwide Inc.
  Form 10-K
     PageForward-Looking
    Statements


1PART
    IItem 1.

Business


1Item 1A.

Risk
    Factors


11Item 1B.

Unresolved Staff
    Comments


24Item 2.

Properties


24Item 3.

Legal
    Proceedings


24Item 4.

Submission of
    Matters to a Vote of Security Holders


25PART
    IIItem 5.

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


25Item 6.

Selected Financial
    Data


32Item 7.

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


34Item 7A.

Quantitative and
    Qualitative Disclosures about Market Risk


53Item 8.

Financial
    Statements and Supplementary Data


54Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


54Item 9A.

Controls and
    Procedures


55Item 9B.

Other
    Information


55PART
    IIIItem 10.

Directors and
    Executive Officers and Corporate Governance


55Item 11.

Executive
    Compensation


56Item 12.

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


56Item 13.

Certain
    Relationships and Related Transactions, and Director
    Independence


56Item 14.

Principal
    Accountant Fees and Services


56PART
    IVItem 15.

Exhibits and
    Financial Statement Schedules


57Signatures


60CertificationsEXHIBIT 10.10EXHIBIT 10.11EXHIBIT 12.1EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




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Form 10-K,
 Forward-Looking
    Statements  Form 10-K
  Form 10-K, Form 10-K.
 PART I ITEM 1.  Business  History
    and Development of the Company
  (284) 494-4567,
    Industry
   1




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Acquisitions
  Form 10-K Form 10-K.
       2




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Organizational
    Structure
    Business
    Overview
    
    Air and Ocean Freight Forwarding.As a freight
    forwarder, we conduct business as an indirect carrier for our
    clients or occasionally as an authorized agent for an airline or
    ocean carrier. We typically act as an indirect carrier with
    respect to shipments of freight unless the volume of freight to
    be shipped over a particular route is not large enough to
    warrant consolidating such freight with other shipments. In such
    situations, we usually forward the freight as an agent of the
    direct carrier. Except for a domestic delivery service which
    includes forwarding shipments by air or expedited ground
    transportation within South Africa, we primarily handle
    international shipments and do not provide for domestic
    shipments unless they occur as part of an international
    shipment. We consider our domestic delivery service within South
    Africa part of our airfreight services.  pick-up pick-up
      
    Contract Logistics.Our contract logistics
    services primarily relate to the value-added warehousing and
    subsequent distribution of goods and materials in order to meet
    clients inventory needs and production or distribution
    schedules. Our services include receiving, deconsolidation and
    decontainerization, sorting, put away, consolidation, assembly,
    cargo loading and unloading, assembly of freight and protective
    packaging, 3




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storage and distribution. Our outsourced services include
    inspection services, quality centers and manufacturing support.    
    Distribution and Other Supply Chain Management Services.We also provide a range of other supply chain management
    services, such as domestic ground transportation, warehousing
    services, consulting, order management, planning and
    optimization services, outsourced management services,
    developing specialized client-specific supply chain solutions,
    and customized distribution and inventory management services.
    We receive fees for the other supply chain management services
    that we perform.        
    Customs Brokerage.As part of our integrated
    logistics services, we provide customs brokerage services in the
    United States (U.S.) and most of the other countries in which we
    operate. Within each country, the rules and regulations vary,
    along with the level of expertise that is required to perform
    the customs brokerage services. We provide customs brokerage
    services in connection with a majority of the shipments which we
    handle as both an airfreight and ocean freight forwarder. We
    also provide customs brokerage services in connection with
    shipments forwarded by our competitors. In addition, other
    companies may provide customs brokerage services in connection
    with the shipments which we forward.      Financial
    Information about Services and Geographic Segments
     4




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Seasonality
  just-in-time
  Sales and
    Marketing
               5




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Competition
    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;
    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; 6




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
    uReport, which provides clients with customized reports;
    uConnect, which enables the electronic transfer of data (EDI)
    between our systems and those of our clients and also integrates
    our internal applications;
    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
         7




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Employees
    Europe


3,138Americas


7,429Asia Pacific


2,811Africa


5,504Corporate


130Total


19,012  8




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Executive
    Officers and Other Senior Managers of Registrant
    Name

Age


PositionRoger I. MacFarlane


62


Chief Executive Officer and
    DirectorMatthys J. Wessels


61


Vice Chairman of the Board of
    Directors and DirectorJohn S. Hextall


50


Executive Vice President and Chief
    Operating OfficerGene Ochi


57


Executive Vice President and Chief
    Marketing OfficerLawrence R. Samuels


50


Executive Vice
    President  Finance and Chief Financial OfficerWalter R. Mapham


59


Senior Vice President and Chief
    Information OfficerLance DAmico


38


Senior Vice President; Global
    General Counsel and Secretary   Roger I. MacFarlane day-to-day
  Matthys J. Wessels
  John S. Hextall
  Gene Ochi
  Lawrence R. Samuels
 9




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Walter R. Mapham
  Lance DAmico
    Name

Age

PositionGordon C. Abbey

54

Executive Vice
    President  Africa Region (Freight Forwarding/Mounties)Raajeev Bhatnagar

49

Regional Vice
    President  Indian SubcontinentThomas Blank

46

President of Client
    Solutions  Asia PacificDavid Cheng

62

President of Greater ChinaChristopher Dale

47

President Americas Freight
    ForwardingBrian R. J. Dangerfield

48

President  Asia PacificMichael Dunlop

57

Global Leader UTi 
    Consumer Electronics and TechnologyHolger Eckoldt

59

Global Leader UTi 
    PharmaJuliet Evans

35

Vice President  Global
    Leadership & Performance DevelopmentBrian Fitzgerald

64

Chairman of Market Industries, Ltd.Leslie Frank

38

Vice President  4asONEJochen Freese

38

Executive Vice
    President  AutomotiveVincent Gallagher

55

Senior Vice President 
    Sales & Marketing (Americas Freight Forwarding)William T. Gates

59

President  Americas
    Contract Logistics and DistributionRon Glickman

48

Senior Vice President 
    Global Quality Processes and IntegrationRuediger Klug

52

President EMENA Region Solutions
    DeliveryGlenn Mills

54

Global Leader  UTi 
    Community EngagementMichael K. OToole

62

Vice President  Global
    Forwarding OperationsCarlos Escario Pascual

45

Senior Vice President-Planning and
    Strategy ExecutionElijah Ray

47

Senior Vice President Customer
    Solutions, UTi Integrated LogisticsGavin Rimmer

47

President  AfricaGraham Somerville

52

Vice President; Managing Director
    UTi Africa  IHD Division  10




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K
 ITEM 1A.  Risk
    Factors  Form 10-K, Form 10-Q Form 8-K,
  We
    conduct business throughout the world and our results of
    operations may be impacted by fluctuations in trade volumes and
    by global, regional and local economic conditions.      Our
    international presence exposes us to potential difficulties and
    risks associated with distant operations and to various
    economic, regulatory, political and other uncertainties and
    risks.   11




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
    changes in a specific countrys or regions economic,
    social and political conditions or governmental policies,
    changes in international and domestic customs regulations,
    trade laws, tariffs, export quotas and other trade restrictions,
    difficulties in staffing, managing or overseeing 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.    We
    have grown and plan to grow, in part, through acquisitions of
    other freight forwarders, transportation management businesses,
    customs brokers, contract logistics providers, domestic
    transportation and supply chain management providers. 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,
    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 employees and clients, and
    unexpected or unanticipated costs, expenses and liabilities.   12




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We
    increased our indebtedness in Fiscal 2007 and our outstanding
    indebtedness could adversely impact our financial condition and
    results of operations.
    The
    Facility Agreement and the Note Purchase Agreement contain
    a variety of covenants imposing operating and financial
    restrictions on us and may limit our operating and financial
    flexibility. Our failure to comply with such covenants could
    result in an event of default under both of these
    agreements.
    
    incur additional debt or pay dividends or distributions on our
    capital stock;
    create liens or negative pledges with respect to our assets;
    make certain acquisitions, investments, loans or advances or
    certain capital expenditures;
    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, consolidate or sell our assets.   13




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We may
    need additional financing to fund our operations and finance our
    growth or we may need replacement financing, and we may not be
    able to obtain financing on terms acceptable to us or at
    all.
    Restrictions
    and controls on investments and acquisitions outside of the
    United States may restrict our ability to operate in those
    countries.
    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, we may lose inventory items, orders or clients,
    which could seriously harm our business.
    We are
    in the beginning stages of developing and implementing a large
    scale IT development project, which we refer to as
    4asOne. If we fail to successfully complete and
    implement the 4asOne project on time and on budget, our
    financial performance may be negatively impacted.
   14




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We are
    dependent on key management personnel and the loss of any such
    personnel could materially and adversely affect our
    business.
    We are
    dependent on our relationships with our agents, affiliates, key
    employees and third-party carriers in various countries around
    the world.
    Foreign
    currency fluctuations could result in currency translation
    exchange gains or losses or could increase or decrease the book
    value of our assets.
   15




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Because
    our freight forwarding and domestic ground transportation
    operations are dependent on commercial airfreight carriers and
    air charter operators, ocean freight carriers, major
    U.S. 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.
    Our
    non asset-based transportation management, truck brokerage and
    trucking 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,
    adverse weather and natural disasters,
    interruptions in services or stoppages in transportation as a
    result of labor disputes,
    changes in fuel 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,
    potentially adverse effects from federal standards for new
    engine emissions, and
    a carriers failure to deliver freight pursuant to client
    requirements.     16




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If we
    are required to reclassify independent contractors as employees
    in our trucking, truck brokerage and other carrier businesses,
    we may incur additional costs and taxes which could have a
    material adverse effect on our results of
    operations.
    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.
    
    personnel costs,
    costs relating to the expansion of operations,
    costs and revenue fluctuations due to acquisitions,
    adoption of recent accounting pronouncements,
    pricing and availability of cargo space on airlines, ships and
    trucks which we utilize to transport freight,
    fluctuations in fuel prices and fuel surcharges,
    pricing pressures from our competitors,
    changes in our clients requirements for contract logistics
    and outsourcing services,
    client discounts and credits, and
    timing and magnitude of capital expenditures.    Our
    growth and profitability may not continue, which may result in a
    decrease in our stock price.
   17




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We may
    not succeed with our next long-term strategic operating plan
    and, as a result, our revenue, results of operations and
    profitability may be adversely impacted.
  NextLeap CLIENTasONE CLIENTasONE CLIENTasONE
  Our
    effective income tax rate will impact our results of operations,
    cash flow and profitability.
    We
    face intense competition in the freight forwarding, contract
    logistics, domestic ground transportation and supply chain
    management industry.
    Our
    business is subject to seasonal trends.
  just-in-time
 18




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Our
    industry is consolidating and if we cannot gain sufficient
    market presence in our industry, we may not be able to compete
    successfully against larger, global companies in our
    industry.
    Because
    we are a holding company, we are financially dependent on
    receiving distributions from our subsidiaries and we could be
    harmed if such distributions could not be made in the
    future.
    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 sub-regional
    Our
    information technology systems are subject to risks which we
    cannot control.
   19




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We may
    be adversely affected if we are unable to license the software
    necessary for our information technology system.
    If we
    fail to adequately protect our intellectual property rights, the
    value of such rights may diminish and our results of operations
    and financial condition may be materially adversely
    affected.
    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.
      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.
   20




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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.
         21




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If we
    are not able to sell container space that we purchase from ocean
    shipping lines, capacity that we charter from our air carriers
    and utilize our truck capacity, we will 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 net 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 executive officers who reside outside of
    the United States.
   22




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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,
    our board of directors is divided into three classes, each of
    which is elected in a different year,
    the prohibition of action by the written consent of the
    shareholders,
    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.   23




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ITEM 1B.  Unresolved
    Staff Comments   ITEM 2.  Properties  month-to-month
    Freight Forwarding


Contract LogisticsFacilities


and DistributionOwned


Leased


Centers


TotalEurope


5



143



39



187Americas


2



77



76



155Asia Pacific






132



19



151Africa


13



70



27



110Total


20



422



161



603      ITEM 3.  Legal
    Proceedings       24




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ITEM 4.  Submission
    of Matters to a Vote of Security Holders   PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  three-for-one Form 10-K
  Price
    Range of our Ordinary Shares
  three-for-one
  High


LowFiscal Year Ended January 31,
    2007:4th Quarter

$
31.00


$
24.563rd Quarter


29.30



21.352nd Quarter


35.92



22.511st Quarter


36.32



29.76Fiscal Year Ended January 31,
    2006:4th Quarter


34.93



28.083rd Quarter


29.07



23.762nd Quarter


25.23



21.181st Quarter


25.72



20.91     Dividend
    Policy
  three-for-one
 25




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26




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Performance
    Graph
      COMPARISON
    OF 6 YEAR CUMULATIVE TOTAL RETURN*Among UTi Worldwide Inc., the
    Nasdaq Composite Index
    and the NASDAQ Transportation Index
  
   *
    
    $100 invested on 1/31/01 in stock
    or index-including reinvestment of dividends. Fiscal year ending
    January 31.   27




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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 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; or
    a person that owns, or is treated as owning, 10% or more of any
    class of our shares.        
    an individual U.S. citizen or resident alien;
    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; or 28




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
    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. Non-U.S.
    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 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 is 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.   29




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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
   30




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Tax
    Consequences to
    Non-U.S.
    Holders
  Distributions
  non-U.S.
  
    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.
  Sale or
    Other Disposition of our Ordinary Shares
  non-U.S.
  
    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.
  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.
   31




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British
    Virgin Islands Taxation
       ITEM 6.  Selected
    Financial Data     32




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##### Table of Contents



Year ended January 31,2007


2006


2005


2004


2003(in thousands, except per share amounts)INCOME STATEMENT DATA:Gross revenue(1)(2)

$
3,561,365


$
2,785,575


$
2,259,793


$
1,502,875


$
1,170,060Freight consolidation costs(1)


2,336,905



1,819,171



1,486,012



906,734



765,270Net revenues(1):Airfreight forwarding


329,582



290,993



253,289



198,822



157,493Ocean freight forwarding


146,571



118,346



98,877



75,131



66,554Customs brokerage


84,135



78,503



75,352



65,532



61,105Contract logistics(2)


438,954



370,714



257,141



192,969



79,517Distribution and other(3)


225,218



107,848



89,122



63,687



40,121Total net revenues


1,224,460



966,404



773,781



596,141



404,790Staff costs(4)


642,962



547,233



430,026



337,705



210,697Depreciation and amortization


33,422



23,052



19,453



14,806



11,174Amortization of intangible assets


8,005



5,082



1,980



663



214Other operating expenses


381,476



292,269



258,952



201,763



143,356Operating income


158,595



98,768



63,370



41,204



39,349Net income

$
107,939


$
55,198


$
35,006


$
26,457


$
23,739Basic earnings per ordinary
    share(5)

$
1.11


$
0.59


$
0.38


$
0.29


$
0.31Diluted earnings per ordinary
    share(5)

$
1.08


$
0.56


$
0.37


$
0.28


$
0.30Cash dividends declared per
    ordinary share

$
0.06


$
0.05


$
0.038


$
0.032


$
0.025Number of weighted average shares
    used for per share calculations(5):Basic shares


97,431



94,147



92,203



90,875



77,796Diluted shares


99,562



98,042



95,705



94,440



79,513BALANCE SHEET DATA:Total assets(5)


1,659,870



1,221,538



1,057,532



712,079



641,518Long-term liabilities(6)


285,475



55,125



65,911



31,999



24,503     (1)
    
    Refer to Note 1, Summary of Significant Accounting
    Policies, to the consolidated financial statements for
    revenue recognition policy.(2)
    
    We acquired UTi Integrated Logistics Inc., IHD, Unigistix and
    Span in October 2002, June 2004, October 2004 and November 2006,
    respectively. Because of these acquisitions, our contract
    logistics gross and net revenues have increased over our
    historical levels. 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)
    
    We acquired Concentrek, Inc. and Market Transport Services in
    October 2005 and March 2006, respectively. Because of these
    acquisitions, our distribution and other gross and net revenues
    have increased over our historical levels. 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 33




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##### Table of Contents



Condition and Results of Operations and in Note 2,
    Acquisitions, in our consolidated financial
    statements included in this annual report.  (4)
    
    Staff costs include share-based payments made to employees for
    services performed. The share-based payments include restricted
    stock units issued in fiscal 2006 and 2005 and awards granted to
    the selling shareholders of SLi for services performed. Refer to
    Note 12 for further discussion.(5)
    
    In December 2002, we sold 13,800,000 of our ordinary shares in a
    public offering. Net proceeds to us totaled approximately
    $100.0 million (after underwriting discounts and
    commissions and related transaction expenses).(6)
    
    On July 13, 2006, we issued the $200.0 million 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.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
      
    Overview
    Discussion of Operating Results
    Liquidity and Capital Resources
    Off-Balance Sheet Arrangements
    Impact of Inflation
    Critical Accounting Policies and Use of Estimates  Overview
        NextLeap CLIENTasONE CLIENTasONE
 34




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##### Table of Contents



CLIENTasONE
  Effect
    of Foreign Currency Translation on Comparison of
    Results
    Description
    of Services & Revenue Recognition
  Airfreight Forwarding.
        Ocean Freight Forwarding.
   35




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##### Table of Contents



Customs Brokerage.
    Contract Logistics.
    Distribution and Other Supply Chain Management
    Services.
    Acquisitions
   36




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##### Table of Contents



Form 10-K Form 10-K.
         37




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##### Table of Contents



e-commerce-based
   38




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##### Table of Contents



Discussion
    of Operating Results
    Geographic
    Segment Operating Results
      Year Ended January 31,2007


2006Gross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEurope

$
850,132


$
259,737


$
48,568


$
693,661


$
209,165


$
3,148Americas


1,177,325



531,218



47,343



698,222



373,859



32,692Asia Pacific


951,389



158,727



49,090



854,717



136,358



42,679Africa


582,519



274,778



44,335



538,975



247,022



45,152Corporate










(30,741
)










(24,903
)Total

$
3,561,365


$
1,224,460


$
158,595


$
2,785,575


$
966,404


$
98,768   Change to Year Ended January 31, 2007from Year Ended January 31, 2006Amount


PercentageGross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEurope

$
156,471


$
50,572


$
45,420



23
%


24
%



%Americas


479,103



157,359



14,651



69



42



45Asia Pacific


96,672



22,369



6,411



11



16



15Africa


43,544



27,756



(817
)


8



11



(2
)Corporate










(5,838
)










(23
)Total

$
775,790


$
258,056


$
59,827



28
%


27
%


61
%   39




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##### Table of Contents



Year Ended January 31,2006


2005Gross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEurope

$
693,661


$
209,165


$
3,148


$
582,428


$
176,425


$
(4,938
)Americas


698,222



373,859



32,692



562,853



286,760



22,414Asia Pacific


854,717



136,358



42,679



681,532



109,159



34,991Africa


538,975



247,022



45,152



432,980



201,437



30,200Corporate










(24,903
)










(19,297
)Total

$
2,785,575


$
966,404


$
98,768


$
2,259,793


$
773,781


$
63,370   Change to Year Ended January 31, 2006from Year Ended January 31, 2005Amount


PercentageGross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEurope

$
111,233


$
32,740


$
8,086



19
%


19
%


164
%Americas


135,369



87,099



10,278



24



30



46Asia Pacific


173,185



27,199



7,688



25



25



22Africa


105,995



45,585



14,952



24



23



50Corporate










(5,606
)










(29
)Total

$
525,782


$
192,623


$
35,398



23
%


25
%


56
%          40




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##### Table of Contents



41




---



##### Table of Contents



Year ended January 31,2007


2006


2005Net revenues:Airfreight forwarding


27
%


30
%


33
%Ocean freight forwarding


12



12



13Customs brokerage


7



8



10Contract logistics


36



39



33Distribution and other


18



11



11Total net revenues


100



100



100Operating expenses:Staff costs


53



57



56Depreciation and amortization


3



2



3Amortization of intangible assets


1



1



*Other operating expenses


31



30



33Operating income


13



10



8Interest income


1



1



1Interest expense


(2
)


(1
)


(1
)(Losses)/gains on foreign exchange


*



*



*







Pretax income


12



10



8Provision for income taxes


3



4



3Minority interests


*



*



*







Net income


9
%


6
%


5
%     *
    
    Less than one percent.  Year
    Ended January 31, 2007 Compared to Year Ended
    January 31, 2006
       42




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##### Table of Contents



43




---



##### Table of Contents



Year
    Ended January 31, 2006 Compared to Year Ended
    January 31, 2005
             44




---



##### Table of Contents



45




---



##### Table of Contents



Liquidity
    and Capital Resources
               46




---



##### Table of Contents



Credit
    Facilities and Senior Notes
         47




---



##### Table of Contents



Form S-3
 48




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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)

$
87,390


$
87,390


$



$



$
Senior Notes(2)


244,822







131,569



106,693



6,560Capital lease obligations(2)


42,168



15,112



22,827



4,009



220Operating lease obligations


281,624



78,317



107,519



57,842



37,946Unconditional purchase obligations


3,251



3,251











Total

$
659,255


$
184,070


$
261,915


$
168,544


$
44,726     (1)
    
    Includes estimated interest expense based on the variable
    interest rates on these obligations.(2)
    
    Includes interest expense due to the fixed nature of interest
    rates on these obligations.          Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Critical
    Accounting Policies and Use of Estimates
   49




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##### Table of Contents



Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
    Income
    Taxes
       50




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##### Table of Contents



Allowance
    for Doubtful Receivables
    Business
    Combinations
    Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
  Share-Based
    Compensation
  Accounting for Stock Issued to Employees
    Contingencies
  Accounting for
    Contingencies
 51




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##### Table of Contents



Currency
    Translation
      Stock
    Split
  three-for-one Form 10-K,
  Recent
    Accounting Pronouncements
  No. 06-03, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) No. 06-03 No. 06-03 No. 06-03
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109 Accounting for Income Taxes
  Fair Value Measurements
 52




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##### Table of Contents



The
    Fair Value Option for Financial Assets and Financial Liabilities
 ITEM 7A.  Quantitative
    and Qualitative Disclosures about Market Risk  Quantitative
    Information about Market Risk
  Foreign
    Currency Exchange Rate Sensitivity
    non-functional non-functional
  Non-functional
  Foreign ExchangeGain/(Loss)Net


if Functional CurrencyExposure


Appreciates


DepreciatesAssets


Liabilities


Long/(Short)


by 10%


by 10%At January 31, 2007:U.S. dollars

$
68,074


$
44,188


$
23,886


$
2,389


$
(2,389
)Euros


4,997



10,920



(5,923
)


(592
)


592British pounds sterling


6,636



6,786



(150
)


(15
)


15Hong Kong dollars


547



2,859



(2,312
)


(231
)


231Other


2,403



4,513



(2,110
)


(211
)


211Total

$
82,657


$
69,266


$
13,391


$
1,340


$
(1,340
)At January 31, 2006:U.S. dollars

$
43,614


$
28,832


$
14,782


$
1,478


$
(1,478
)Euros


2,382



4,613



(2,231
)


(223
)


223British pounds sterling


3,741



3,568



173



17



(17
)Hong Kong dollars


298



890



(592
)


(59
)


59Other


1,820



2,427



(607
)


(61
)


61Total

$
51,855


$
40,330


$
11,525


$
1,152


$
(1,152
)  53




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##### Table of Contents



Qualitative
    Information about Market Risk
  Foreign
    Exchange Risk
          Interest
    Rate Risk
     ITEM 8.  Financial
    Statements and Supplementary Data  Consolidated
    Statements and Other Financial Information
  page F-1
 ITEM 9.  Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   54




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##### Table of Contents



ITEM 9A.  Controls
    and Procedures  Managements
    Evaluation of Disclosure Controls and Procedures
  page F-1,
  Changes
    in Internal Control over Financial Reporting
    Rules 13a-15(f)
 ITEM 9B.  Other
    Information   PART III ITEM 10.  Directors
    and Executive Officers and Corporate Governance      Form 10-K.
 55




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##### Table of Contents



ITEM 11.  Executive
    Compensation   ITEM 12.  Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    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


5,199,571
(1)

$
14.31



4,767,467
(2)Equity compensation plans not
    approved by security holders










Total


5,199,571


$
14.31



4,767,467     (1)
    
    Of these shares 12,800 are restricted share units outstanding
    under the 2004 Non-Employee Directors Share Incentive Plan. In
    addition, 385,880 are restricted share units granted as
    retention awards, which we refer to as the Retention Awards, and
    314,915 are unvested restricted share units granted as
    performance awards, which we refer to as the Performance Awards,
    in each case under our 2004 Long-Term Incentive Plan. Restricted
    share units granted under the 2004 Non-Employee Directors Share
    Incentive Plan generally vest and become non-forfeitable on the
    date immediately proceeding the annual meeting of the
    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. 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, 100%
    of the shares will vest at the end of the required retention
    period. The Performance Awards consist of restricted share
    units, which entitle the holder to have shares issued to him or
    her upon the satisfaction of certain performance criteria over a
    three year period with up to 150% of the shares vesting at the
    end of the performance period.(2)
    
    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   56




---



##### Table of Contents



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



Description2
.1*



Stock Purchase Agreement, dated as
    of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc.,
    Market Industries, Ltd., and the other parties named therein
    (incorporated by reference to Exhibit 2.1 to the
    companys Current Report on
    Form 8-K,
    filed March 13, 2006)3
.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 October 26, 2005)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 January 16, 2007)10
.1+



Form of Employment Agreement
    between Mr. Wessels and the company (incorporated by
    reference to Exhibit 10.4 to the companys
    Registration Statement on
    Form F-1,
    No. 333-47616,
    filed October 10, 2000)10
.2+



Form of Amended and Restated
    Employment Agreement between Mr. MacFarlane and the company
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed March 21, 2007)10
.3



Amended and Restated Registration
    Rights Agreement between PTR Holdings, Inc., Union-Transport
    Holdings Inc. and the company (incorporated by reference to
    Exhibit 4.4 to Amendment No. 2 to the companys
    Registration Statement on
    Form F-3,
    No. 333-101309,
    filed December 10, 2002)10
.4



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
.5



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
.6



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
.7



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
.8+



Amended and Restated Senior
    Leadership Team (SLT) Annual Cash Bonus Plan (incorporated by
    reference to Exhibit 10.11 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 8, 2004)10
.9*



Agreement between UTi Spain, S.L.
    and the other parties named therein (incorporated by reference
    to Exhibit 10.1 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2005)10
.10+



Consulting Agreement dated
    November 1, 2006, between UTi, Services, Inc. and Linda
    Bennett10
.11+



Separation Agreement and General
    Release dated as of November 21, 2006, between UTi,
    Services, Inc. and Linda Bennett10
.12+



Employment Agreement of
    Mr. John Hextall (incorporated by reference to
    Exhibit 99.2 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006)10
.13+



Employment Agreement of
    Mr. Gene Ochi (incorporated by reference to
    Exhibit 99.3 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006) 57




---



##### Table of Contents



Exhibit



Description10
.14+



Employment Agreement of
    Mr. Lawrence Samuels (incorporated by reference to
    Exhibit 99.5 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006)10
.15



Credit Agreement, dated as of
    March 7, 2006, among UTi (U.S.) Logistics Holdings Inc.,
    UTi Worldwide Inc., UTi (Netherlands) Holdings B.V., LaSalle
    Bank National Association and the lenders identified therein
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed March 13, 2006)10
.16+



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
.17+



2000 Employee Share Purchase Plan,
    as amended (incorporated by reference to Exhibit 10.2 to
    the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+



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
.19+



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
.20+



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
.21+



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
.22+



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
.23+



UTi Worldwide (UK) LTD Pension
    Scheme Summary of Benefits for Mr. Alan C. Draper
    (incorporated by reference to Exhibit 10.9 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.24+



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
.25+



Non-Employee Director Compensation
    Policy (incorporated by reference to Exhibit 99.1 to the
    companys Current Report on
    Form 8-K,
    filed June 16, 2006)10
.26



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
.27



Credit Facility, dated as of
    July 13, 2006, by and among UTi Worldwide Inc. and certain
    of its subsidiaries party thereto and various financial
    institutions party thereto (incorporated by reference to
    Exhibit 10.2 to the companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.28



Cession Agreement in Security,
    dated as of July 13, 2006, by and among Pyramid Freight
    (Proprietary) Limited, South African Branch, and Nedbank Limited
    (incorporated by reference to Exhibit 10.3 to the
    companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.29+



Form of Performance Enhancement
    Award Agreement for May 12, 2006 Performance Enhancement
    Awards granted to certain executive officers pursuant to the UTi
    Worldwide Inc. 2004 Long-Term Incentive Plan (incorporated by
    reference to Exhibit 10.4 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 11, 2006)10
.30+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement (Type C) (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.31+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement (Type D) (incorporated by reference to
    Exhibit 10.6 to the companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.32+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Stock Option Award
    Agreement, as amended (incorporated by reference to
    Exhibit 10.28 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.33+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement, as amended (Type A) (incorporated by reference
    to Exhibit 10.29 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006) 58




---



##### Table of Contents



Exhibit



Description10
.34+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement, as amended (Type B) (incorporated by reference
    to Exhibit 10.30 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.35+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Long-Term Award Agreement,
    as amended (Type A) (incorporated by reference to
    Exhibit 10.31 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.36+



Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Long-Term Award Agreement,
    as mended (Type B) (incorporated by reference to
    Exhibit 10.32 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.37+



2004 Non-Employee Directors Share
    Incentive Plan, as amended and restated (incorporated by
    reference to Exhibit 99.2 to the companys Current
    Report on
    Form 8-K,
    filed June 16, 2006)10
.38+



Restricted Shares Award
    Agreement and Section 83(b) Election Form to be used in
    connection with the 2004 Non-Employee Directors Share Incentive
    Plan (incorporated by reference to Exhibit 99.3 to the
    companys Current Report on
    Form 8-K,
    filed June 16, 2006)10
.39+



Form of UTi Worldwide Inc. 2004
    Non-Employee Directors Share Incentive Plan 
    Restricted Share Unit Award Agreement and Election Forms, as
    amended (incorporated by reference to Exhibit 10.33 to the
    companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.40+



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 10.34 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.41+



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 10.35 to the
    companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.42+



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)12
.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.(1)
    
    The exhibits and schedules to the Stock Purchase Agreement have
    been omitted from this filing pursuant to Item 601(b)(2) of
    Regulation S-K.
    The company will furnish copies of any of the exhibits and
    schedules to the Securities and Exchange Commission upon request. 59




---



##### Table of Contents



SIGNATURES      By:
    /s/  Roger
    I. MacFarlane  Chief Executive Officer and Director
   60




---



##### Table of Contents



SIGNATURES      Date: April 2, 2007

By: /s/  Roger I. MacFarlaneRoger I. MacFarlaneChief Executive Officer and Director Principal Executive OfficerDate: April 2, 2007

By: /s/  Lawrence R. SamuelsLawrence R. SamuelsExecutive Vice President  Finance and Chief Financial Officer Principal Financial Officer and Principal Accounting OfficerDate: April 2, 2007

By: /s/  J. Simon StubbingsJ. Simon StubbingsChairman of the Board of DirectorsDate: April 2, 2007

By: /s/  Matthys J. WesselsMatthys J. WesselsVice Chairman of the Board of DirectorsDate: April 2, 2007

By: /s/  Brian D. BelchersBrian D. BelchersDirectorDate: April 2, 2007

By: /s/  C. John Langley, Jr.C. John Langley, Jr.DirectorDate: April 2, 2007

By: /s/  Leon J. LevelLeon J. LevelDirectorDate: April 2, 2007

By: /s/  Allan M. RosenzweigAllan M. RosenzweigDirector  61




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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 Income
    Statements for the years ended January 31, 2007, 2006 and
    2005


F-6Consolidated
    Balance Sheets as of January 31, 2007 and 2006


F-7Consolidated
    Statements of Changes in Shareholders Equity for the years
    ended January 31, 2007, 2006 and 2005


F-8Consolidated
    Statements of Cash Flows for the years ended January 31,
    2007, 2006 and 2005


F-9Notes to the
    Consolidated Financial Statements


F-10Financial Statement
    Schedule (Valuation and Qualifying Accounts)


F-50  F-1




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING      Internal Control 
    Integrated Framework
    Form 10-K.
       F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  To the Board
    of Directors and Shareholders of UTi Worldwide Inc.
    Los Angeles, California
  Internal Control 
    Integrated Framework
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
 F-3




---



##### Table of Contents



Share-Based
    Payment
  Deloitte &
    Touche LLP
    F-4




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Board
    of Directors and Shareholders of UTi Worldwide Inc.
    Los Angeles, California
  page F-1.
      Share-Based Payment
  Internal Control 
    Integrated Framework
  Deloitte &
    Touche LLP
    F-5




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    INCOME STATEMENTS
 For the
    years ended January 31, 2007, 2006 and 2005
  Year Ended January 31,2007


2006


2005(In thousands, except share andper share amounts)Gross revenue

$
3,561,365


$
2,785,575


$
2,259,793Freight consolidation costs


2,336,905



1,819,171



1,486,012Net revenue


1,224,460



966,404



773,781Staff costs


642,962



547,233



430,026Depreciation and amortization


33,422



23,052



19,453Amortization of intangible assets


8,005



5,082



1,980Other operating expenses


381,476



292,269



258,952Operating income


158,595



98,768



63,370Interest income


8,154



4,945



4,112Interest expense


(23,309
)


(8,814
)


(4,586
)Gains/(losses) on foreign exchange


435



(303
)


973Pretax income


143,875



94,596



63,869Provision for income taxes


32,105



35,185



26,140Income before minority interests


111,770



59,411



37,729Minority interests


(3,831
)


(4,213
)


(2,723
)Net income

$
107,939


$
55,198


$
35,006Basic earnings per share

$
1.11


$
0.59


$
0.38Diluted earnings per share

$
1.08


$
0.56


$
0.37Number of weighted average shares
    used for per share calculations:Basic shares


97,431,383



94,146,993



92,203,080Diluted shares


99,561,963



98,042,114



95,705,328   See accompanying notes to the consolidated financial
    statements.
 F-6




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##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    BALANCE SHEETS
 As of
    January 31, 2007 and 2006
  January 31,2007


2006(In thousands, exceptshare amounts)ASSETSCash and cash equivalents

$
278,408


$
246,510Trade receivables (net of allowance
    for doubtful receivables of $14,719 and $14,367 as of
    January 31, 2007 and 2006, respectively)


662,804



497,990Deferred income tax assets


10,889



8,517Other current assets


57,563



39,172Total current assets


1,009,664



792,189Property, plant and equipment, net


127,990



79,342Goodwill


426,516



291,549Other intangible assets, net


64,368



42,020Investments


3,096



1,050Deferred income tax assets


12,725



3,704Other non-current assets


15,511



11,684Total assets

$
1,659,870


$
1,221,538LIABILITIES &
    SHAREHOLDERS EQUITYBank lines of credit

$
79,057


$
95,177Short-term borrowings


2,808



4,441Current portion of capital lease
    obligations


13,550



6,189Trade payables and other accrued
    liabilities


603,575



519,011Income taxes payable


15,333



23,498Deferred income tax liabilities


3,954



1,694Total current liabilities


718,277



650,010Long-term borrowings


211,458



13,775Capital lease obligations


24,099



16,068Deferred income tax liabilities


30,291



11,181Retirement fund obligations


7,549



5,124Other


12,078



8,977Minority interests


18,844



19,204Commitments and contingenciesShareholders 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 98,633,178 and 95,208,066 shares as of
    January 31, 2007 and 2006, respectively


419,111



368,159Deferred compensation related to
    restricted share units






(8,324
)Retained earnings


266,136



163,993Accumulated other comprehensive loss


(47,973
)


(26,629
)Total shareholders equity


637,274



497,199Total liabilities and
    shareholders equity

$
1,659,870


$
1,221,538   See accompanying notes to the consolidated financial
    statements.
 F-7




---



##### Table of Contents



UTi
    WORLDWIDE INC.
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS
    EQUITY
    For the years ended January 31, 2007, 2006 and 2005  DeferredCompensation





AccumulatedRelated to





OtherCommon Stock


Restricted


Retained


ComprehensiveShares


Amount


Share Units


Earnings


Loss


Total(In thousands, except share data)Balance at January 31, 2004


92,789,442


$
318,409


$



$
82,024


$
(38,418
)

$
362,015Comprehensive income:Net income














35,006







35,006Foreign currency translation
    adjustment


















16,829



16,829Total comprehensive income






















51,835Shares issued


57,333



972















972Shares cancelled


(738,987
)


















Stock options exercised


822,021



4,362















4,362Share-based compensation costs






131



445











576Restricted share units issued, net
    of cancellation






3,638



(3,638
)










Tax benefit related to exercise of
    stock options






1,586















1,586Dividends














(3,563
)






(3,563
)Balance at January 31, 2005


92,929,809



329,098



(3,193
)


113,467



(21,589
)


417,783Comprehensive income:Net income














55,198







55,198Minimum pension liability
    adjustment (net of tax of $938)


















(2,188
)


(2,188
)Foreign currency translation
    adjustment


















(2,852
)


(2,852
)Total comprehensive income






















50,158Shares issued


686,073



15,526















15,526Shares cancelled


(32,859
)


















Stock options exercised


1,625,043



10,257















10,257Share-based compensation costs






7



5,156











5,163Restricted share units issued, net
    of cancellation






10,287



(10,287
)










Tax benefit related to exercise of
    stock options






2,984















2,984Dividends














(4,672
)






(4,672
)Balance at January 31, 2006


95,208,066



368,159



(8,324
)


163,993



(26,629
)


497,199Comprehensive income:Net income














107,939







107,939Minimum pension liability
    adjustment (net of tax of $21)


















48



48Foreign currency translation
    adjustment


















(18,293
)


(18,293
)Total comprehensive income






















89,694Shares issued


1,561,157



36,084















36,084Stock options exercised


1,863,955



11,631















11,631Share-based compensation costs






9,750















9,750Adjustment to initially adopt
    SFAS No. 158 (net of tax of $1,293)


















(3,099
)


(3,099
)Adjustment to initially adopt
    SFAS No. 123R






(8,324
)


8,324











Tax benefit related to exercise of
    stock options






1,811















1,811Dividends














(5,796
)






(5,796
)Balance at January 31, 2007


98,633,178


$
419,111


$



$
266,136


$
(47,973
)

$
637,274   See accompanying notes to the consolidated financial
    statements.
 F-8




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##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    years ended January 31, 2007, 2006 and 2005
  Year Ended January 31,2007


2006


2005(In thousands)OPERATING ACTIVITIES:Net income

$
107,939


$
55,198


$
35,006Adjustments to reconcile net income
    to net cash provided by operations:Share-based compensation costs


(2,280
)


37,643



32,837Depreciation and amortization


33,422



23,052



19,453Amortization of intangible assets


8,005



5,082



1,980Deferred income taxes


(5,077
)


(2,831
)


265Tax benefit relating to exercise of
    stock options


1,811



2,984



1,586Excess tax benefits from
    share-based compensation


(1,503
)






Gain on disposal of property, plant
    and equipment


(1,154
)


(1,046
)


(177
)Minority interest and other


4,102



4,210



2,481Changes in operating assets and
    liabilities, net of acquisitions:Increase in trade receivables


(96,862
)


(59,385
)


(124,733
)(Increase)/decrease in other
    current assets


(9,600
)


5,267



(2,383
)Increase in trade payables


68,125



37,658



79,061Increase in other current
    liabilities


21,271



9,827



16,560Net cash provided by operating
    activities


128,199



117,659



61,936INVESTING ACTIVITIES:Purchases of property, plant and
    equipment


(27,185
)


(17,802
)


(20,870
)Proceeds from disposal of property,
    plant and equipment


5,856



3,117



2,698Decrease/(increase) in other
    non-current assets


871



(2,230
)


(888
)Acquisitions and contingent
    earn-out payments


(231,077
)


(39,837
)


(108,716
)Other


(2,112
)


118



773Net cash used in investing
    activities


(253,647
)


(56,634
)


(127,003
)FINANCING ACTIVITIES:(Decrease)/increase in bank lines
    of credit


(20,195
)


2,837



74,160(Decrease)/increase in short-term
    borrowings


(1,896
)


663



4,063Increase in long-term borrowings


132



13,814



1,946Proceeds from issuing of long-term
    borrowings


348,045







Repayment of long-term borrowings


(152,208
)


(5,626
)


(316
)Repayments of capital lease
    obligations


(10,577
)


(5,713
)


(4,612
)Dividends to minority interests


(808
)


(773
)


(713
)Net proceeds from the issuance of
    ordinary shares


12,191



10,766



5,334Excess tax benefits from
    share-based compensation


1,503







Dividends paid


(5,775
)


(4,672
)


(3,563
)Net cash provided by financing
    activities


170,412



11,296



76,299Effect of foreign exchange rate
    changes on cash and cash equivalents


(13,066
)


(3,943
)


10,213Net increase in cash and cash
    equivalents


31,898



68,378



21,445Cash and cash equivalents at
    beginning of year


246,510



178,132



156,687Cash and cash equivalents at end of
    the year

$
278,408


$
246,510


$
178,132   See accompanying notes to the consolidated financial
    statements.
 F-9




---



##### Table of Contents



UTi
    WORLDWIDE INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
    For the years ended January 31, 2007, 2006 and
    2005
  1.  Summary
    of Significant Accounting Policies
  Basis
    of Presentation
          Currency
    Translation
    Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
   F-10




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Income
    Taxes
      Share-Based
    Compensation
  Share-Based Payment Accounting for Stock Issued to Employees
    Cash
    and Cash Equivalents
    Trade
    Receivables
   F-11




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Allowance
    for Doubtful Receivables
    Property,
    Plant and Equipment
    YearsBuildings and leasehold
    improvements


10-40Computer equipment/software


3-5Furniture, fixtures and equipment


3-10Vehicles


3-10   Position 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
    Business
    Combinations
  Business Combinations No. 95-8, Accounting for Contingent Consideration Paid to the
    Shareholders of an Acquired Enterprise in a Purchase Business
    Combination (EITF No. 95-8).
  Goodwill
    and Other Intangible Assets
  Goodwill and Other
    Intangible Assets
 F-12




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Investments
  20-50%).
  Retirement
    Benefit Costs
      Fair
    Values of Financial Instruments
        Risk
    Management
       F-13




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Contingencies
  Accounting for
    Contingencies
  Stock
    Split
  three-for-one
  Recent
    Accounting Pronouncements
  No. 06-03, How Taxes Collected from Customers and Remitted to
    Governmental Authorities Should Be Presented in the Income
    Statement (That Is, Gross versus Net Presentation) EITF No. 06-03 EITF No. 06-03 EITF No. 06-03
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109 Accounting for Income Taxes
  Fair Value Measurements
 F-14




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   The
    Fair Value Option for Financial Assets and Financial Liabilities
  2.  Acquisitions
    For
    the year ended January 31, 2007
       F-15




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Current assets

$
55,635Property, plant and equipment


27,936Client contracts and relationships
    and other intangible assets


27,930Goodwill


134,500Other long-term assets


11,080Total assets acquired


257,081Liabilities assumed


(40,309
)Deferred income taxes


(19,672
)Net assets acquired

$
197,100     For
    the year ended January 31, 2006
    twelve-month
 F-16




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     For
    the year ended January 31, 2005
  e-commerce-based
  Current assets

$
9,265Property, plant and equipment


5,341Client contracts and relationships


20,538Non-compete agreements


1,450Goodwill


54,225Total assets acquired


90,819Liabilities assumed


(2,987
)Deferred income taxes


(6,091
)Net assets acquired

$
81,741    F-17




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Current assets

$
21,341Property, plant and equipment


2,242Client contracts and relationships


4,941Trademarks


6,350Goodwill


46,999Total assets acquired


81,873Liabilities assumed


(21,380
)Minority interest


(12,719
)Put liability


(5,003
)Deferred income taxes


(4,155
)Net assets acquired

$
38,616        F-18




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Fiscal Year Ended January 31,DilutedGross


Net


EarningsRevenue


Income


Per Share *(Unaudited)2007:As reported

$
3,561,365


$
107,939


$
1.08Acquisitions


111,034



3,175



0.03Total

$
3,672,399


$
111,114



1.122006:As reported

$
2,785,575


$
55,198


$
0.56Acquisitions


513,201



7,117



0.07Total

$
3,298,776


$
62,315



0.64     *
    
    Diluted pro forma earnings per share were calculated using
    99,561,963 and 98,042,114 diluted ordinary shares for the years
    ended January 31, 2007 and 2006, respectively. The diluted
    earning per share amount as reported plus acquisitions for the
    year ended January 31, 2007 do not add to the total pro
    forma amount due to the effects of rounding.    Year Ended January 31,2007


2006


2005Cash consideration

$
233,311


$
41,344


$
123,028Cash at bank acquired


(2,234
)


(1,507
)


(14,312
)Net outflow of cash and cash
    equivalents in respect of the acquisitions and contingent
    earn-out payments

$
231,077


$
39,837


$
108,716  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, 2007, 2006 and 2005
   3.  Income
    Taxes
    Federal


State


Foreign


TotalYear ended January 31, 2007:Current

$
3,334


$
1,159


$
31,195


$
35,688Deferred


1,906



219



(5,708
)


(3,583
)$
5,240


$
1,378


$
25,487


$
32,105Year ended January 31, 2006:Current

$
3,495


$
1,223


$
34,054


$
38,772Deferred


1,042



(3
)


(4,626
)


(3,587
)$
4,537


$
1,220


$
29,428


$
35,185Year ended January 31, 2005:Current

$
2,027


$
810


$
21,421


$
24,258Deferred


2,085



361



(564
)


1,882$
4,112


$
1,171


$
20,857


$
26,140     Year endedJanuary 31,2007


2006


2005Statutory income tax rate for the
    Company(1)



%



%


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


25.2



23.9



17.6Non-deductible expenses


0.8



1.8



5.2SLi Share-based Compensation
    Arrangement


(3.1
)


12.0



17.7Change in valuation allowance


(1.3
)


0.1



1.2Other


0.7



(0.6
)


(0.8
)Effective income tax rate


22.3
%


37.2
%


40.9
%      F-20




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     As of January 31,2007


2006Gross deferred income tax assets:Allowance for doubtful accounts

$
3,297


$
3,338Provisions not currently deductible


6,988



6,634Property, plant and equipment


685



608Goodwill






818Net operating loss carryforwards


7,776



5,527Other


9,680



4,472Total gross deferred income tax
    assets


28,426



21,397Gross deferred income tax
    liabilities:Property, plant and equipment

$
(6,773
)

$
(2,151
)Retirement benefit obligations


(889
)


(1,422
)Goodwill and intangible assets


(26,121
)


(14,458
)Other


(3,833
)


(771
)Total gross deferred income tax
    liabilities


(37,616
)


(18,802
)Valuation allowance


(1,441
)


(3,249
)Net deferred income tax liability

$
(10,631
)

$
(654
)     Accounting for
    Income Taxes
   F-21




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   4.  Earnings
    per Share
    Year Ended January 31,2007


2006


2005Basic earnings per share:Net income

$
107,939


$
55,198


$
35,006Weighted average number of
    ordinary shares


97,431,383



94,146,993



92,203,080Basic earnings per share

$
1.11


$
0.59


$
0.38Diluted earnings per share:Net income

$
107,939


$
55,198


$
35,006Weighted average number of
    ordinary shares


97,431,383



94,146,993



92,203,080Incremental shares required for
    diluted earnings per share related to employee stock options and
    restricted shares


2,130,580



3,895,121



3,502,248Diluted weighted average number of
    shares


99,561,963



98,042,114



95,705,328Diluted earnings per share

$
1.08


$
0.56


$
0.37Cash dividends paid per share

$
0.06


$
0.05


$
0.038     5.  Property,
    Plant and Equipment
    January 31,2007


2006Land

$
11,301


$
3,456Buildings and leasehold
    improvements


33,811



29,801Computer equipment/software


92,703



75,189Furniture, fixtures and equipment


60,691



43,027Vehicles


40,535



17,418Property, plant and equipment,
    gross


239,041



168,891Accumulated depreciation and
    amortization


(111,051
)


(89,549
)Property, plant and equipment, net

$
127,990


$
79,342  F-22




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     January 31,2007


2006Land

$
1,137


$
1,355Buildings and leasehold
    improvements


10,161



8,149Computer equipment/software


13,626



8,651Furniture, fixtures and equipment


15,845



6,651Vehicles


14,218



7,378Property, plant and equipment,
    gross


54,987



32,184Accumulated depreciation and
    amortization


(16,220
)


(7,566
)Property, plant and equipment, net

$
38,767


$
24,618   6.  Goodwill
    and Other Intangible Assets
    AsiaEurope


Americas


Pacific


Africa


TotalBalance as of January 31, 2005

$
36,925


$
85,925


$
67,774


$
72,159


$
262,783Contingent earn-out payments made


1,147



656



2,246



653



4,702Acquisitions


4,994



9,852



9,472



(133
)


24,185Foreign currency translation and
    other adjustments


(1,292
)


2,764



(2,618
)


1,025



(121
)Balance as of January 31, 2006


41,774



99,197



76,874



73,704



291,549Contingent earn-out payments made


1,019



583



1,996



580



4,178Acquisitions


775



143,836



828







145,439Foreign currency translation and
    other adjustments


(1,569
)


(2,831
)


(3,784
)


(6,466
)


(14,650
)Balance as of January 31, 2007

$
41,999


$
240,785


$
75,914


$
67,818


$
426,516    F-23




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     WeightedGross


Accumulated


Net Carry


Average LifeCarry Value


Amortization


Value


(Years)As of January 31, 2007:Client contracts and relationships

$
68,904


$
(13,006
)

$
55,898



10.6Non-compete agreements


2,725



(2,343
)


382



3.0Other


1,370



(476
)


894



4.1Total

$
72,999


$
(15,825
)

$
57,174As of January 31, 2006:Client contracts and relationships

$
41,164


$
(6,587
)

$
34,577



10.7Non-compete agreements


2,124



(1,233
)


891



2.5Total

$
43,288


$
(7,820
)

$
35,468     2008

$
7,7482009


7,6482010


7,0132011


6,7862012


5,928     7.  Trade
    Payables and Other Accrued Liabilities
    January 31,2007


2006Trade payables:Due to agents

$
3,518


$
3,276Trade payables


469,380



365,655Trade payables


472,898



368,931Interest payable


734



235Staff cost related accruals


61,222



47,819SLi Share-based Compensation
    Arrangement






53,911Other payables and accruals


68,721



48,115Total trade payables and other
    accrued liabilities

$
603,575


$
519,011  F-24




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   8.  Borrowings
    January 31,2007


2006Bank lines of credit

$
79,057


$
95,177Short-term borrowings


2,808



4,441Long-term bank borrowings


211,458



13,775Total borrowings

$
293,323


$
113,393     2008

$
81,8652009


33,4542010


67,4992011


68,2602012


35,7912013 and thereafter


6,454Total

$
293,323     US $


AUD


Euro


TWD


Other


TotalAs of January 31, 2007:Bank lines of credit

$
47,341


$
13,776


$
894


$



$
17,046


$
79,057Short-term borrowings


76







82







2,650



2,808Long-term bank loans


200,074







128



11,222



34



211,458As of January 31, 2006:Bank lines of credit

$
64,000


$
15,657


$
1,169


$
469


$
13,882


$
95,177Short-term borrowings










657







3,784



4,441Long-term bank loans










729



12,304



742



13,775  F-25




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     US$


AUD


Euro


TWD


OtherAs of January 31, 2007:Bank lines of credit


6.4
%


6.7
%


4.5-9.8
%



%


1.0-10.3
%Short-term borrowings










4.3
%






15.5
%Long-term bank loans


6.3
%






4.5
%


3.5
%


5.6-9.5
%As of January 31, 2006:Bank lines of credit


5.7-7.5
%


9.4
%


4.0-8.8
%


2.8
%


0.6-9.5
%Short-term borrowings










3.0
%






14.5
%Long-term bank loans










4.1-8.8
%


2.8
%


8.4-9.5
%            F-26




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
           9.  Supplemental
    Financial Information
  Other
    Operating Expenses
    Supplemental
    Cash Flow Information
  Year ended January 31,2007


2006


2005Net cash paid for:Interest

$
14,872


$
4,102


$
93Income taxes


42,514



30,677



18,787Non-cash activities:Capital lease obligations incurred
    to acquire assets


27,709



14,948



6,566Value of shares issued as
    acquisition earn-out payment


34,935



15,140



Liability incurred for acquisition
    earn-out payment






1,200



  F-27




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     10.  Retirement
    Benefit Plans
  Defined
    Contribution Plans
    Defined
    Benefit Plans
     F-28




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Year Ended January 31,2007


2006Change in projected benefit
    obligations:Projected benefit obligation at
    beginning of year

$
34,060


$
26,852Service cost


1,827



1,077Plan participants
    contributions


336



488Interest cost


2,949



2,067Actuarial losses


5,004



5,295Benefits paid


(3,626
)


(1,525
)Foreign exchange translation
    adjustment


(3,524
)


(194
)Projected benefit obligations at
    end of year

$
37,026


$
34,060Change in plan assets:Fair value of plan assets at
    beginning of year

$
26,760


$
24,199Realized gains on assets


7,677



2,678Employer contributions


1,810



1,319Benefits paid


(3,626
)


(1,525
)Plan participants
    contribution


336



488Foreign exchange translation
    adjustment


(3,480
)


(399
)Fair value of plan assets at end
    of year

$
29,477


$
26,760Reconciliation of funded status
    and net amount recognized in the accompanying consolidated
    balance sheets:Funded status at end of year

$
(7,549
)

$
(7,300
)Unrecognized net loss






10,182Net amount recognized at end of
    year

$
(7,549
)

$
2,882Weighted average assumptions used
    to determine benefit obligations:Discount rate


6
%


8
%Rate of increase in future
    compensation levels


4
%


6
%Expected long-term rate of return
    on assets


6
%


8
%   Year Ended January 31,2007


2006


2005Weighted average assumptions used
    to determine net periodic benefit expense:Discount rate


6
%


8
%


11
%Rate of increase in future
    compensation levels


4
%


6
%


9
%Expected long-term rate of return
    on assets


6
%


8
%


9
%  F-29




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     As of January 31,2007


2006Prepaid benefits

$



$
4,880Deferred tax assets


2,210



938Accrued benefit expenses


(7,549
)


(5,124
)Accumulated other comprehensive
    income


5,239



2,188     As of January 31,2007


2006Minimum pension liability, net of
    tax

$



$
2,188Unamortized net amount resulting
    from changes in defined benefit plan experience and actuarial
    assumptions, net of taxes


5,239



Total

$
5,239


$
2,188     PensionBenefitsExpense resulting from changes in
    plan experience and actuarial assumptions

$
390       2007


2006Accumulated benefit obligation

$
6,828


$
6,340Fair value of plan assets


3,770



3,190     2007


2006Projected benefit obligation

$
37,026


$
34,060Fair value of plan assets


29,477



26,760  F-30




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Year Ended January 31,2007


2006


2005Service cost component

$
1,827


$
1,077


$
1,290Interest cost component


2,949



2,067



2,302Expected return on assets


(2,082
)


(1,520
)


(2,592
)Amortization of unrecognized net
    loss


407



445



345Net periodic pension expense

$
3,101


$
2,069


$
1,345Increase/(decrease) in minimum
    liability included in other comprehensive income, net of taxes

$
48


$
(2,188
)

$
     As ofJanuary 31,


Target2007


2006


AllocationEquity securities


56
%


54
%


45-65
%Debt securities


14



21



20-35Real estate


11



5



0-10Other


19



20



10-20Total


100
%


100
%        F-31




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
           2008

$
2,8142009


1,3182010


1,8732011


2,0252012


2,0232013-2017


13,230   Adoption
    of SFAS No. 158
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
    Retirement Benefit CostsBefore





AfterAdoption of


SFAS No. 158


Adoption ofSFAS No. 158


Impact


SFAS No. 158Deferred tax assets

$
1,017


$
1,293


$
2,310Total assets

$
1,017


$
1,293


$
2,310Other long-term liabilities

$
3,157


$
4,392


$
7,549Total liabilities

$
3,157


$
4,392


$
7,549Accumulated other comprehensive
    loss

$
(2,140
)

$
(3,099
)

$
(5,239
)  F-32




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   11.  Shareholders
    Equity
    three-for-one
    12.  Share-Based
    Compensation
  Share-Based
    Compensation Plans
    2000
    Employee Share Purchase Plan
      2004
    Long-Term Incentive Plan
   F-33




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     2000
    Stock Option Plan
      2004
    Non-Employee Directors Share Incentive Plan
      Non-Employee
    Directors Share Option Plan
   F-34




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
       SLi
    Share-based Compensation Arrangement
    EITF No. 95-8.
  Adoption
    of SFAS No. 123R
  Accounting for Stock Appreciation Rights and
    Other Variable Stock Option or Award Plans, an interpretation of
    APB Opinions No. 15 and 25
     F-35




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
              F-36




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Valuation
    Assumptions
    Year Ended January 31,2007


2006


2005Risk free rate of return, annual


5
%


4
%


3
%Expected life


7.5 years



8 years



8 yearsExpected volatility


38
%


39
%


42
%Dividend yield


0.2
%


0.2
%


0.3
%     Share-Based
    Compensation Activity
    2004 LTIPWeightedWeighted


AverageShares


Average


Remaining


AggregateUnder


Exercise


Contractual


IntrinsicOptions


Price


Term


ValueOutstanding balance at
    January 31, 2004





$
Options granted


1,041,240



16.47Outstanding balance at
    January 31, 2005


1,041,240



16.47Options granted


1,044,765



24.31Options exercised


(35,892
)


15.50Options cancelled/forfeited


(15,000
)


22.18Outstanding balance at
    January 31, 2006


2,035,113



20.47Options granted


78,341



27.66Options exercised


(78,303
)


16.54Options cancelled/forfeited


(24,420
)


23.45Outstanding balance at
    January 31, 2007


2,010,731



20.86



8.0 years


$
19,269Exercisable balance at
    January 31, 2007


425,548


$
17.46



7.5 years


$
5,506   in-the-money
 F-37




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
       Options Outstanding


Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageNumber


Remaining


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$15.01 - $16.64


751,755



7.4


$
15.78



298,530


$
15.72$18.13 - $22.88


906,420



8.2



21.75



113,143



20.66$23.58 - $25.95


74,736



9.3



25.37



3,750



25.37$30.16 - $36.08


277,820



9.0



30.51



10,125



30.16     LTIPWeightedWeighted


AverageRestricted


Average


Remaining


AggregateShare


Grant Date


Contractual


IntrinsicUnits


Fair Value


Term


ValueOutstanding balance at
    January 31, 2006


508,020


$
19.03Units granted


201,668



23.54Units vested


(5,151
)


25.13Units cancelled


(3,742
)


28.06Outstanding balance at
    January 31, 2007


700,795



21.22



2.1 years


$
21,304      F-38




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
       2000 Stock Option PlanWeightedWeighted


AverageShares


Average


Remaining


AggregateUnder


Exercise


Contractual


IntrinsicOptions


Price


Term


ValueOutstanding balance at
    January 31, 2004


6,497,907


$
6.13Options exercised


(766,056
)


5.29Options cancelled/forfeited


(13,569
)


6.70Outstanding balance at
    January 31, 2005


5,718,282



6.24Options exercised


(1,559,151
)


5.71Options cancelled/forfeited


(18,960
)


9.14Outstanding balance at
    January 31, 2006


4,140,171



6.42Options exercised


(1,753,219
)


5.85Options cancelled/forfeited


(28,707
)


8.26Outstanding balance at
    January 31, 2007


2,358,245



6.85



5.0 years


$
55,526Exercisable balance at
    January 31, 2007


2,027,645


$
6.48



4.8 years


$
48,507     Options Outstanding


Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageNumber


Remaining


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$4.16 - $5.00


741,230



3.2


$
4.50



741,230


$
4.50$5.33 - $6.18


218,390



5.0



5.73



188,390



5.77$6.33 - $8.26


964,225



5.6



7.03



806,275



6.79$10.18 - $11.24


434,400



6.5



11.03



291,750



11.08   in-the-money
   F-39




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     2004 Directors Incentive PlanWeightedWeighted


AverageRestricted


Average


Remaining


AggregateShares/


Grant Date


Contractual


IntrinsicUnits


Fair Value


Term


ValueOutstanding balance at
    January 31, 2004





$
Restricted shares/units granted


15,855



17.15Restricted shares/units
    cancelled/forfeited


(3,789
)


17.15Outstanding balance at
    January 31, 2005


12,066



17.15Restricted shares/units granted


12,252



22.21Units vested


(12,066
)


17.15Outstanding balance at
    January 31, 2006


12,252



22.21Restricted shares/units granted


13,289



26.69Units vested


(12,741
)


22.74Outstanding balance at
    January 31, 2007


12,800



26.33



0.4 years


$
389       Directors Options PlanWeightedWeighted


AverageShares


Average


Remaining


AggregateUnder


Exercise


Contractual


IntrinsicOptions


Price


Term


ValueOutstanding balance at
    January 31, 2004


225,000


$
7.71Options exercised


(54,000
)


5.72Options cancelled/forfeited


(9,000
)


9.04Outstanding balance at
    January 31, 2005


162,000



8.29Options exercised


(30,000
)


5.75Outstanding balance at
    January 31, 2006


132,000



8.87Options exercised


(15,000
)


5.75Outstanding balance at
    January 31, 2007


117,000



9.27



6.0 years


$
2,472Exercisable balance at
    January 31, 2007


117,000


$
9.27



6.0 years


$
2,472  F-40




---



##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Options Outstanding


Options ExercisableWeighted


Weighted





WeightedAverage


Average





AverageNumber


Remaining


Exercise


Number


ExerciseRange of Exercise Prices

Outstanding


Life (Years)


Price


Exercisable


Price$5.31 - 6.57


45,000



4.8


$
6.01



45,000


$
6.01$10.28 - 11.93


72,000



6.7



11.31



72,000



11.31   in-the-money
    Pro
    Forma Information for Periods Prior to the Adoption of
    SFAS No. 123R
  Accounting for
    Stock-Based Compensation  Transition and
    Disclosures
 F-41




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Year Ended January 31,2006


2005Net income as reported

$
55,198


$
35,006Add: Total stock-based
    compensation expense included in reported net income, net of
    income taxes


36,751



32,837Less: Total stock-based
    compensation expense determined under the fair value based
    method, net of income taxes


(41,697
)


(37,683
)Pro forma net income

$
50,252


$
30,160Earnings per share, as reported:Basic earnings per share

$
0.59


$
0.38Diluted earnings per share


0.56



0.37Earnings per share, pro forma:Basic earnings per share

$
0.53


$
0.33Diluted earnings per share


0.51



0.32   13.  Derivative
    Financial Instruments
      14.  Commitments
    Capital


OperatingLeases


Leases2008

$
15,112


$
78,3172009


12,544



61,4252010


10,283



46,0942011


2,779



34,6272012


1,230



23,2152013 and thereafter


220



37,946Total payments


42,168


$
281,624Less amounts representing interest


(4,519
)Present value of minimum capital
    lease obligations

$
37,649  F-42




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
         15.  Contingencies
        Accounting for
    Contingencies
  16.  Related
    Party Transactions
   F-43




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
           17.  Segment
    Reporting
     F-44




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Year Ended January 31, 2007AsiaEurope


Americas


Pacific


Africa


Corporate


TotalGross revenue

$
850,132


$
1,177,325


$
951,389


$
582,519


$



$
3,561,365Net revenue

$
259,737


$
531,218


$
158,727


$
274,778


$



$
1,224,460Staff costs


133,481



308,100



66,140



120,809



14,432



642,962Depreciation and amortization


6,455



13,016



3,727



8,084



2,140



33,422Amortization of intangible assets






6,899



453



653







8,005Other operating expenses


71,233



155,860



39,317



100,897



14,169



381,476Operating income/(loss)

$
48,568


$
47,343


$
49,090


$
44,335


$
(30,741
)


158,595Interest income






















8,154Interest expense






















(23,309
)Gains on foreign exchange






















435Pretax income






















143,875Provision for income taxes






















32,105Income before minority interests





















$
111,770Capital expenditures

$
10,571


$
22,571


$
5,933


$
15,763


$
56


$
54,894Segment assets at year-end

$
303,114


$
665,096


$
274,646


$
397,710


$
19,304


$
1,659,870   F-45




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Year Ended January 31, 2006AsiaEurope


Americas


Pacific


Africa


Corporate


TotalGross revenue

$
693,661


$
698,222


$
854,717


$
538,975


$



$
2,785,575Net revenue

$
209,165


$
373,859


$
136,358


$
247,022


$



$
966,404Staff costs


144,874



224,879



57,610



108,313



11,557



547,233Depreciation and amortization


5,718



4,912



3,162



7,466



1,794



23,052Amortization of intangible assets






4,071



306



705







5,082Other operating expenses


55,425



107,305



32,601



85,386



11,552



292,269Operating income/(loss)

$
3,148


$
32,692


$
42,679


$
45,152


$
(24,903
)


98,768Interest income






















4,945Interest expense






















(8,814
)Losses on foreign exchange






















(303
)Pretax income






















94,596Provision for income taxes






















35,185Income before minority interests





















$
59,411Capital expenditures

$
7,804


$
7,182


$
3,531


$
14,191


$
42


$
32,750Segment assets at year-end

$
240,812


$
346,407


$
247,355


$
374,476


$
12,488


$
1,221,538   F-46




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   Year Ended January 31, 2005AsiaEurope


Americas


Pacific


Africa


Corporate


TotalGross revenue

$
582,428


$
562,853


$
681,532


$
432,980


$



$
2,259,793Net revenue

$
176,425


$
286,760


$
109,159


$
201,437


$



$
773,781Staff costs


126,463



164,615



44,587



87,110



7,251



430,026Depreciation and amortization


5,413



3,674



2,476



6,069



1,821



19,453Amortization of intangible assets






1,477







503







1,980Other operating expenses


49,487



94,580



27,105



77,555



10,225



258,952Operating (loss)/income

$
(4,938
)

$
22,414


$
34,991


$
30,200


$
(19,297
)


63,370Interest income






















4,112Interest expense






















(4,586
)Gains on foreign exchange






















973Pretax income






















63,869Provision for income taxes






















26,140Income before minority interests





















$
37,729Capital expenditures

$
7,615


$
6,378


$
3,293


$
10,126


$
24


$
27,436Segment assets at year-end

$
209,500


$
303,868


$
195,243


$
322,904


$
26,017


$
1,057,532    F-47




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
     Year Ended January 31,2007


2006


2005Gross revenues:Airfreight forwarding

$
1,381,249


$
1,213,987


$
1,017,560Ocean freight forwarding


937,559



826,079



672,641Customs brokerage


86,409



80,960



77,568Contract logistics


519,155



443,738



312,289Distribution and other


636,993



220,811



179,735Total gross revenues

$
3,561,365


$
2,785,575


$
2,259,793Net revenues:Airfreight forwarding

$
329,582


$
290,993


$
253,289Ocean freight forwarding


146,571



118,346



98,877Customs brokerage


84,135



78,503



75,352Contract logistics


438,954



370,714



257,141Distribution and other


225,218



107,848



89,122Total net revenues

$
1,224,460


$
966,404


$
773,781  F-48




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##### Table of Contents



UTi WORLDWIDE INC.
  NOTES TO THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the years ended January 31, 2007, 2006 and 2005
   18.  Selected
    Quarterly Financial Data (Unaudited)
  For the year ended January 31,

First


Second


Third


Fourth


TotalGross revenue:2007

$
773,700


$
890,073


$
946,321


$
951,271


$
3,561,3652006


630,193



686,232



740,946



728,204



2,785,575Net revenue:2007


271,628



305,411



316,230



331,191



1,224,4602006


221,198



238,265



253,227



253,714



966,404Operating income(1):2007


29,982



50,498



45,331



32,784



158,5952006


27,118



22,565



31,544



17,541



98,768Net income:2007


19,324



34,504



30,488



23,623



107,9392006


17,670



10,869



16,920



9,739



55,198Basic earnings per share:2007


0.20



0.36



0.31



0.24



1.112006


0.19



0.12



0.18



0.10



0.59Diluted earnings per share:2007(2)


0.20



0.35



0.31



0.24



1.082006


0.18



0.11



0.17



0.10



0.56     (1)
    
    Operating income includes the SLi Share-based Compensation
    Arrangement.(2)
    
    The diluted earnings per share amounts for the quarters do not
    add to the total year ended January 31, 2007 amount due to
    the effects of rounding. F-49




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##### Table of Contents



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


Amounts


Charges


ForeignBeginning


Charged


Against the


Currency


Balance atYear Ended January 31,

of Year


to Expense


Allowance


Translation


End of Year(In thousands)2007

$
14,367


$
7,155


$
(6,378
)

$
(425
)

$
14,7192006


16,687



1,349



(3,429
)


(240
)


14,3672005


14,300



7,658



(6,519
)


1,248



16,687    F-50




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description2
.1*

Stock Purchase Agreement, dated as
    of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc.,
    Market Industries, Ltd., and the other parties named therein
    (incorporated by reference to Exhibit 2.1 to the
    companys Current Report on
    Form 8-K,
    filed March 13, 2006)3
.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 October 26, 2005)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 January 16, 2007)10
.1+

Form of Employment Agreement
    between Mr. Wessels and the company (incorporated by
    reference to Exhibit 10.4 to the companys
    Registration Statement on
    Form F-1,
    No. 333-47616,
    filed October 10, 2000)10
.2+

Form of Amended and Restated
    Employment Agreement between Mr. MacFarlane and the company
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed March 21, 2007)10
.3

Amended and Restated Registration
    Rights Agreement between PTR Holdings, Inc., Union-Transport
    Holdings Inc. and the company (incorporated by reference to
    Exhibit 4.4 to Amendment No. 2 to the companys
    Registration Statement on
    Form F-3,
    No. 333-101309,
    filed December 10, 2002)10
.4

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
.5

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
.6

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
.7

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
.8+

Amended and Restated Senior
    Leadership Team (SLT) Annual Cash Bonus Plan (incorporated by
    reference to Exhibit 10.11 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 8, 2004)10
.9*

Agreement between UTi Spain, S.L.
    and the other parties named therein (incorporated by reference
    to Exhibit 10.1 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2005)10
.10+

Consulting Agreement dated
    November 1, 2006, between UTi, Services, Inc. and Linda
    Bennett.10
.11+

Separation Agreement and General
    Release dated as of November 21, 2006, between UTi,
    Services, Inc. and Linda Bennett.10
.12+

Employment Agreement of
    Mr. John Hextall (incorporated by reference to
    Exhibit 99.2 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006)10
.13+

Employment Agreement of
    Mr. Gene Ochi (incorporated by reference to
    Exhibit 99.3 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006)10
.14+

Employment Agreement of
    Mr. Lawrence Samuels (incorporated by reference to
    Exhibit 99.5 to the companys Current Report on
    Form 8-K,
    filed February 27, 2006)10
.15

Credit Agreement, dated as of
    March 7, 2006, among UTi (U.S.) Logistics Holdings Inc.,
    UTi Worldwide Inc., UTi (Netherlands) Holdings B.V., LaSalle
    Bank National Association and the lenders identified therein
    (incorporated by reference to Exhibit 10.1 to the
    companys Current Report on
    Form 8-K,
    filed March 13, 2006)10
.16+

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
.17+

2000 Employee Share Purchase Plan,
    as amended (incorporated by reference to Exhibit 10.2 to
    the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)




---



##### Table of Contents



Exhibit

Description10
.18+

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
.19+

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
.20+

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
.21+

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
.22+

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
.23+

UTi Worldwide (UK) LTD Pension
    Scheme Summary of Benefits for Mr. Alan C. Draper
    (incorporated by reference to Exhibit 10.9 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.24+

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
.25+

Non-Employee Director Compensation
    Policy (incorporated by reference to Exhibit 99.1 to the
    companys Current Report on
    Form 8-K,
    filed June 16, 2006)10
.26

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
.27

Credit Facility, dated as of
    July 13, 2006, by and among UTi Worldwide Inc. and certain
    of its subsidiaries party thereto and various financial
    institutions party thereto (incorporated by reference to
    Exhibit 10.2 to the companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.28

Cession Agreement in Security,
    dated as of July 13, 2006, by and among Pyramid Freight
    (Proprietary) Limited, South African Branch, and Nedbank Limited
    (incorporated by reference to Exhibit 10.3 to the
    companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.29+

Form of Performance Enhancement
    Award Agreement for May 12, 2006 Performance Enhancement
    Awards granted to certain executive officers pursuant to the UTi
    Worldwide Inc. 2004 Long-Term Incentive Plan (incorporated by
    reference to Exhibit 10.4 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 11, 2006)10
.30+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement (Type C) (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.31+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement (Type D) (incorporated by reference to
    Exhibit 10.6 to the companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.32+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Stock Option Award
    Agreement, as amended (incorporated by reference to
    Exhibit 10.28 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.33+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement, as amended (Type A) (incorporated by reference
    to Exhibit 10.29 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.34+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Performance Enhancement
    Award Agreement, as amended (Type B) (incorporated by reference
    to Exhibit 10.30 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.35+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Long-Term Award Agreement,
    as amended (Type A) (incorporated by reference to
    Exhibit 10.31 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.36+

Form of UTi Worldwide Inc. 2004
    Long-Term Incentive Plan  Long-Term Award Agreement,
    as mended (Type B) (incorporated by reference to
    Exhibit 10.32 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.37+

2004 Non-Employee Directors Share
    Incentive Plan, as amended and restated (incorporated by
    reference to Exhibit 99.2 to the companys Current
    Report on
    Form 8-K,
    filed June 16, 2006)




---



##### Table of Contents



Exhibit

Description10
.38+

Restricted Shares Award
    Agreement and Section 83(b) Election Form to be used in
    connection with the 2004 Non-Employee Directors Share Incentive
    Plan (incorporated by reference to Exhibit 99.3 to the
    companys Current Report on
    Form 8-K,
    filed June 16, 2006)10
.39+

Form of UTi Worldwide Inc. 2004
    Non-Employee Directors Share Incentive Plan 
    Restricted Share Unit Award Agreement and Election Forms, as
    amended (incorporated by reference to Exhibit 10.33 to the
    companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.40+

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 10.34 to the companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.41+

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 10.35 to the
    companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.42+

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)12
.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.(1)
    
    The exhibits and schedules to the Stock Purchase Agreement have
    been omitted from this filing pursuant to Item 601(b)(2) of
    Regulation S-K.
    The company will furnish copies of any of the exhibits and
    schedules to the Securities and Exchange Commission upon request.