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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549


Form 20-F

|   |  |                                                                                                                                        
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|o  |  | Registration statement pursuant to
	Section 12(b) or 12(g) of the Securities Exchange Act of
	1934                                     
|  
|or
|  
|þ  |  | Annual report pursuant to Section 13 or
	15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended January 31, 2002      
|  
|or
|  
|o  |  | Transition report pursuant to Section 13
	or 15(d) of the Securities Exchange Act of 1934
	For the transition period
	from           to

0-31869

(Commission File Number)


UTi Worldwide Inc.

(Exact name of Registrant as Specified in its
Charter and Translation of Registrants Name into
English)


British Virgin Islands


(Jurisdiction of Incorporation or
Organization)


|                                                                             |  |                                                                                           
|---------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------
|9 Columbus Centre, Pelican Drive
	Road Town, Tortola
	British Virgin Islands |  | c/o UTi, Services, Inc.
	19443 Laurel Park Road, Suite 111
	Rancho Dominguez, CA 90220 USA

(Addresses of Principal Executive
Offices)


Securities registered or to be registered
pursuant to Section 12(b) of the Act:

None


Securities registered or to be registered
pursuant to Section 12(g) of the Act:

Ordinary Shares, no par value


(Title of Class)


Securities for which there is a reporting
obligation pursuant to Section 15(d)of the Act:

None


Indicate the number of outstanding shares of each
of the issuers classes of capital or common stock as of
the close of the period covered by the annual report: 25,702,401
Ordinary Shares no par value.

Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past 90 days.



| |                                                          | 
| | -------------------------------------------------------- | 
| | Yes  þ                                             No  o | 

Indicate by check mark which financial statement
item the registrant has elected to follow.



| |                                                         | 
| | ------------------------------------------------------- | 
| | Item 17  o                                   Item 18  þ | 



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TABLE OF CONTENTS



|                                                     |                                                                                       |                                                            |  |  |  |  |  | 
|---------------------------------------------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------- |  |  |  |  |  | 
|TABLE OF CONTENTS                                   
|Forward-Looking Statements                          
|PART I                                              
|                                                     | Item 1. Identity of Directors, Senior Management and Advisers                        
|                                                     | Item 2. Offer Statistics and Expected Timetable                                      
|                                                     | Item 3. Key Information                                                              
|                                                     | Item 4. Information on the Company                                                   
|Item 5. Operating and Financial Review and Prospects
|                                                     | Item 6. Directors, Senior Management and Employees                                   
|                                                     | Item 7. Major Shareholders and Related Party Transactions                            
|                                                     | Item 8. Financial Information                                                        
|                                                     | Item 9. The Offer and Listing                                                        
|                                                     | Item 10. Additional Information                                                      
|                                                     | Item 11. Quantitative and Qualitative Disclosures about Market Risk                  
|                                                     | Item 12. Description of Securities Other than Equity Securities                      
|PART II                                             
|                                                     | Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|                                                     | Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|PART III                                            
|                                                     | Item 17. Financial Statements                                                        
|                                                     | Item 18. Financial Statements                                                        
|                                                     | Item 19. Exhibits                                                                    
|INDEPENDENT AUDITORS REPORT                        
|                                                     |                                                                                       | CONSOLIDATED INCOME STATEMENTS                            
|                                                     |                                                                                       | CONSOLIDATED BALANCE SHEETS                               
|                                                     |                                                                                       | CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
|                                                     |                                                                                       | CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|                                                     |                                                                                       | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS            
|Schedule II                                         
|EXHIBIT 4.7                                         
|EXHIBIT 4.20                                        
|EXHIBIT 4.21                                        
|EXHIBIT 8.1                                         
|EXHIBIT 10.1                                        



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TABLE OF CONTENTS

|                           |  |                                                                               |   |      |    | 
|-------------------------- |  | ----------------------------------------------------------------------------- | - | ---- | -- | 
|                           |  |                                                                               |   | Page
|                           |  |                                                                               |   |     
|Forward-Looking Statements |  |                                                                               | 2 |     
|PART I                    
|Item 1.                    |  | Identity of Directors, Senior Management and
	Advisers                        |   |      | 2  | 
|Item 2.                    |  | Offer Statistics and Expected Timetable                                       |   |      | 2  | 
|Item 3.                    |  | Key Information                                                               |   |      | 2  | 
|Item 4.                    |  | Information on the Company                                                    |   |      | 12 | 
|Item 5.                    |  | Operating and Financial Review and Prospects                                  |   |      | 18 | 
|Item 6.                    |  | Directors, Senior Management and Employees                                    |   |      | 28 | 
|Item 7.                    |  | Major Shareholders and Related Party Transactions                             |   |      | 35 | 
|Item 8.                    |  | Financial Information                                                         |   |      | 38 | 
|Item 9.                    |  | The Offer and Listing                                                         |   |      | 39 | 
|Item 10.                   |  | Additional Information                                                        |   |      | 40 | 
|Item 11.                   |  | Quantitative and Qualitative Disclosures about
	Market Risk                   |   |      | 45 | 
|Item 12.                   |  | Description of Securities Other than Equity
	Securities                       |   |      | 47 | 
|PART II                   
|Item 13.                   |  | Defaults, Dividend Arrearages and Delinquencies                               |   |      | 47 | 
|Item 14.                   |  | Material Modifications to the Rights of Security
	Holders and Use of Proceeds |   |      | 47 | 
|PART III                  
|Item 17.                   |  | Financial Statements                                                          |   |      | 48 | 
|Item 18.                   |  | Financial Statements                                                          |   |      | 48 | 
|Item 19.                   |  | Exhibits                                                                      |   |      | 48 | 

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Forward-Looking Statements

This annual report on Form 20-F contains
forward-looking statements that involve risks and uncertainties,
as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of UTi Worldwide Inc. and its
consolidated subsidiaries to differ materially from those
expressed or implied by such forward-looking statements. These
statements are accompanied by, and should be read in conjunction
with, an explanation of important factors that could cause
actual results to differ materially from those in the
forward-looking statements. Among other statements, statements
regarding our financial position, operational and financial
goals and objectives, including those under Key
Information  Risk Factors, Operating and
Financial Review and Prospects and Information on
the Company are forward looking in nature. By their
nature, forward-looking statements and forecasts involve risk
and uncertainty because they relate to events and depend on
circumstances that will occur in the future. There are a number
of factors that could cause actual results and developments to
differ materially from those expressed or implied by these
forward-looking statements and forecasts. UTi Worldwide Inc.
assumes no obligation and does not intend to update these
forward-looking statements.




PART I




Item
1.     Identity of Directors, Senior
Management and Advisers

Not applicable.




Item 2.     Offer
Statistics and Expected Timetable

Not applicable.




Item 3.     Key
Information

Selected Financial Data

The following selected consolidated financial
data should be read in conjunction with the consolidated
financial statements and related notes thereto and
Operating and Financial Review and Prospects and
other financial data included elsewhere in this report.

The selected consolidated financial data as of
January 31, 2002 and 2001, and for each of the years in the
three-year period ended January 31, 2002 have been derived
from our audited consolidated financial statements which appear
elsewhere in this report. The selected consolidated financial
data as of January 31, 2000, 1999 and 1998 and for each of
the years in the two-year period ended January 31, 1999
have been derived from our audited consolidated financial
statements which are not included in this report. The historical
results are not necessarily indicative of the operating results
to be expected in the future. All financial information
presented has been prepared in United States dollars and in
accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP).

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|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |         |         | 
|---------------------------------------------------------- | --------------------------------------- | ---------------------------------------- | ------- | ------- | ------- | ---- | ------- | ------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                           |                                         |                                         
|                                                           |                                         | Year ended January 31,                  
|                                                           |                                         |                                         
|                                                           |                                         | 2002                                     |         | 2001    |         | 2000 |         | 1999    |         | 1998
|                                                           |                                         |                                          |         |         |         |      |         |         |         |     
|                                                           |                                         |                                         
|                                                           |                                         | (in thousands, except per share amounts)
|Income Statement Data:                                     |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Gross revenue(1)                                           |                                         | $                                        | 889,786 |         |         | $    | 863,259 |         |         | $    | 706,955 |         |         | $ | 571,141 |         |         | $ | 528,535 |        
|Freight consolidation costs(2)                             |                                         |                                          | 585,227 |         |         |      | 561,413 |         |         |      | 461,338 |         |         |   | 362,862 |         |         |   | 342,049 |        
|Net revenue(2):                                            |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                           | Airfreight forwarding                   |                                          |         | 142,312 |         |      |         | 145,594 |         |      |         | 124,177 |         |   |         | 113,619 |         |   |         | 101,092 |        
|                                                           | Ocean freight forwarding                |                                          |         | 58,633  |         |      |         | 54,461  |         |      |         | 44,078  |         |   |         | 33,345  |         |   |         | 30,745  |        
|                                                           | Customs brokerage                       |                                          |         | 54,034  |         |      |         | 55,295  |         |      |         | 40,156  |         |   |         | 33,360  |         |   |         | 27,495  |        
|                                                           | Other revenue                           |                                          |         | 49,580  |         |      |         | 46,496  |         |      |         | 37,206  |         |   |         | 27,955  |         |   |         | 27,154  |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                           |                                         | Total net revenue                        |         |         | 304,559 |      |         |         | 301,846 |      |         |         | 245,617 |   |         |         | 208,279 |   |         |         | 186,486 | 
|Staff costs                                                |                                         |                                          | 156,005 |         |         |      | 154,426 |         |         |      | 124,330 |         |         |   | 107,731 |         |         |   | 92,333  |        
|Depreciation                                               |                                         |                                          | 9,411   |         |         |      | 9,060   |         |         |      | 7,798   |         |         |   | 6,286   |         |         |   | 6,025   |        
|Amortization of goodwill                                   |                                         |                                          | 5,339   |         |         |      | 4,306   |         |         |      | 2,935   |         |         |   | 1,517   |         |         |   | 644     |        
|Other operating expenses                                   |                                         |                                          | 104,134 |         |         |      | 109,846 |         |         |      | 90,032  |         |         |   | 77,279  |         |         |   | 71,717  |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Operating income                                           |                                         |                                          | 29,670  |         |         |      | 24,208  |         |         |      | 20,522  |         |         |   | 15,466  |         |         |   | 15,767  |        
|Pretax income                                              |                                         |                                          | 28,477  |         |         |      | 25,623  |         |         |      | 18,750  |         |         |   | 17,049  |         |         |   | 14,714  |        
|Income before minority interests                           |                                         |                                          | 20,507  |         |         |      | 19,415  |         |         |      | 17,098  |         |         |   | 13,829  |         |         |   | 12,171  |        
|Net income                                                 |                                         | $                                        | 19,158  |         |         | $    | 18,453  |         |         | $    | 16,693  |         |         | $ | 13,750  |         |         | $ | 11,919  |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Basic earnings per ordinary share(3)                       |                                         | $                                        | 0.76    |         |         | $    | 0.95    |         |         | $    | 1.12    |         |         | $ | 0.97    |         |         | $ | 1.09    |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Diluted earnings per ordinary share(3)                     |                                         | $                                        | 0.75    |         |         | $    | 0.88    |         |         | $    | 0.86    |         |         | $ | 0.74    |         |         | $ | 0.74    |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Cash dividends declared per ordinary share                 |                                         | $                                        | 0.075   |         |         | $    | 0.15    |         |         | $    | 0.14    |         |         | $ | 0.12    |         |         | $ |        |        
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                          
|Cash Flows Data:                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Purchases of property, plant and equipment                 |                                         | $                                        | 8,711   |         |         | $    | 10,121  |         |         | $    | 8,990   |         |         | $ | 8,725   |         |         | $ | 5,066   |        
|Net cash provided by operating activities                  |                                         |                                          | 43,086  |         |         |      | 32,654  |         |         |      | 10,240  |         |         |   | 18,875  |         |         |   | 10,910  |        
|Net cash used in investing activities                      |                                         |                                          | (29,687 | )       |         |      | (40,274 | )       |         |      | (29,530 | )       |         |   | (31,277 | )       |         |   | (9,329  | )      
|Net cash (used in)/provided by financing
    activities(3) |                                         |                                          | (18,239 | )       |         |      | 92,323  |         |         |      | 2,712   |         |         |   | 31,149  |         |         |   | 1,881   |        
|                                                          
|Balance Sheet Data:                                        |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Working capital                                            |                                         |                                          | 78,920  |         |         |      | 95,435  |         |         |      | 39,057  |         |         |   | 49,522  |         |         |   | 25,717  |        
|Total assets                                               |                                         |                                          | 404,611 |         |         |      | 443,753 |         |         |      | 288,098 |         |         |   | 243,362 |         |         |   | 175,956 |        
|Long-term liabilities                                      |                                         |                                          | 9,177   |         |         |      | 14,890  |         |         |      | 14,339  |         |         |   | 12,044  |         |         |   | 25      |        
|Shareholders equity:                                      |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                           | Preference shares                       |                                          |         |        |         |      |         |        |         |      |         | 36,535  |         |   |         | 36,535  |         |   |         | 36,535  |        
|                                                           | Common stock(3)                         |                                          |         | 207,143 |         |      |         | 206,626 |         |      |         | 90,952  |         |   |         | 89,551  |         |   |         | 51,831  |        
|                                                           | Retained earnings/(accumulated deficit) |                                          |         | 36,608  |         |      |         | 19,376  |         |      |         | 3,311   |         |   |         | (10,593 | )       |   |         | (21,992 | )      
|                                                           | Accumulated other comprehensive loss    |                                          |         | (63,897 | )       |      |         | (38,514 | )       |      |         | (23,396 | )       |   |         | (21,925 | )       |   |         | (12,503 | )      
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                           |                                         | Total shareholders equity(3)            |         | $       | 179,854 |      |         | $       | 187,488 |      |         | $       | 107,402 |   |         | $       | 93,568  |   |         | $       | 53,871  | 
|                                                           |                                         |                                          |         |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Gross revenue represents billings on exports to
    customers, plus net revenue on imports, net of any billings for
    value added taxes and custom duties. Gross revenue and freight
    consolidation costs for airfreight and ocean freight forwarding
    services, including commissions earned from our services as an
    authorized agent for airline and ocean carriers, are recognized
    at the time the freight departs the terminal of origin, which

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|    |                                                                                                                                                                                                                                                                                                                                                                             
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | is when the customer is billed. Gross customs
	brokerage revenue and other revenues are also recognized when we
	bill the customer, which for customs brokerage revenue, is when
	the necessary documentation for customs clearance has been
	completed, and for other revenues, is when the service has been
	provided to third parties in the ordinary course of business.
|   
|(2) | Net revenue is determined by deducting freight
	consolidation costs from gross revenue. Freight consolidation
	costs are recognized at the time the freight departs the
	terminal of origin.                                                                                                                                                                                
|   
|(3) | In November 2000, we completed a public offering
	of 5,405,000 ordinary shares. Net proceeds totaled approximately
	$71.8 million (after underwriting discounts and commissions
	and related transaction expenses).                                                                                                                                                         

Risk Factors

This report contains forward-looking statements
that involve risks and uncertainties. Our actual results could
differ materially from those discussed in these statements.
Factors that could contribute to these differences include those
discussed below and elsewhere in this annual report. The
cautionary statements made in this annual report should be read
as being applicable to all forward-looking statements wherever
they appear. Our operations are subject to a variety of risks
and uncertainties and the following risk factors are not to be
considered a definitive list of all risks associated with our
operations and should be read in conjunction with the risks and
uncertainties contained in our other filings with the Securities
and Exchange Commission.

We do business all over the world and we
expect that our results of operations may be impacted by global
economic conditions.

Our business is subject to general economic
conditions, including the economic conditions in specific
regions or countries that we serve. We are also subject to
economic conditions specific to our industry. Our revenue and
net income for the fiscal year ended January 31, 2002 were
impacted by the global economic slowdown experienced during the
year and we expect our future results of operations may also be
impacted by future global economic conditions.

Our business is dependent on commercial
airfreight carriers, ocean freight carriers and other
transportation companies and changes in available cargo capacity
and other changes by such carriers can negatively impact our
business.

We rely on commercial airfreight carriers, ocean
freight carriers, trucking companies and other transportation
companies in delivering our cargo. Consequently, our ability to
provide delivery services for our clients could be adversely
impacted by shortages in available cargo space; changes by
carriers and companies in policies and practices such as
scheduling, pricing, payment terms, and frequency of service or
increases in the cost of fuel, taxes, and labor; and other
factors not within our control. Reductions in airfreight
capacity could potentially negatively impact our yields.
Material interruptions in service or stoppages in transportation
could adversely impact our business, results of operations and
financial condition. We may experience an increase in operating
costs, such as costs for security, as a result of governmental
regulations adopted in response to terrorist activities and
potential terrorist activities. No assurances can be given that
we will be able to pass these increased costs on to our
customers in the form of rate increases or surcharges.

Foreign currency fluctuations may decrease
our profitability in the future or result in
losses.

Our reporting currency is the U.S. dollar.
However, due to our global operations, we conduct and will
continue to conduct business in currencies other than our
reporting currency. Appreciation or depreciation in the value of
other currencies as compared to our reporting currency will
result in currency translation exchange gains or losses which,
if the appreciation or depreciation is significant, could be
material. In those areas where our revenue is denominated in a
local currency rather than our reporting currency, a
depreciation of the local currency against the U.S. dollar could
adversely affect our reported U.S. dollar earnings. A
depreciation of these currencies would result in lower gross and
net revenues reported. Similarly, the opposite effect will occur
if these currencies appreciate against the U.S. dollar. Many of
our operations are in countries

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or regions where there was substantial
depreciation of the local currency against the U.S. dollar in
the past year. We will experience the effects of changes in
foreign exchange rates on our consolidated net income in the
future.


Our business is subject to seasonal
trends.

Historically, our operating results have been
subject to seasonal trends when measured on a quarterly basis.
Our first quarter is traditionally weaker compared with other
fiscal quarters. This trend is dependent on numerous factors,
including the markets in which we operate, holiday seasons,
consumer demand, climate, economic conditions and numerous other
factors and forces beyond our control. There can be no assurance
that our historic operating patterns will continue in future
periods as we cannot influence or forecast many of these
factors. Because our quarterly revenues and operating results
vary significantly, comparisons of our results from period to
period are not necessarily meaningful and should not be relied
upon as an indicator of future performance.

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.

Our operating results have fluctuated in the past
and it is likely that they will continue to fluctuate in the
future because of a variety of factors, many of which are beyond
our control. Changes in our pricing policies and those of our
competitors, the seasonal nature of our business, economic
conditions and currency fluctuations may all impact our
operating results. In addition, the following factors could also
cause fluctuations in our operating results:



| |   |                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------
| |  | personnel costs,                                                                                             
|
| |  | timing and magnitude of capital expenditures,                                                                
|
| |  | costs relating to the expansion of operations,                                                               
|
| |  | costs and revenue fluctuations due to
	acquisitions,                                                         
|
| |  | pricing and availability of cargo space on
	airlines, ships and trucks which we utilize to transport freight,
|
| |  | customer discounts and credits,                                                                              
|
| |  | changes in governmental policies and regulations,
	and                                                       
|
| |  | wars, conflicts, terrorist activities and other
	events.                                                     

These factors, and others, may materially
adversely affect our operating results.

Our effective income tax rate will impact
our results of operations, our cash flow and our
profitability.

We have international operations and generate
taxable income in different countries throughout the world, with
operations in some countries with low effective income tax
rates. Our effective income tax rate increased in fiscal 2002 as
compared to fiscal 2001 and our future effective income tax rate
will be impacted by a number of factors, including the
geographical composition of our worldwide taxable income. If the
tax laws of the countries in which we operate are rescinded or
changed or the United States or other foreign tax authorities
were to change applicable tax laws or successfully challenge the
manner or situs in which our profits currently are recognized,
our effective income tax rate could increase which would
decrease our cash flow and profitability.

We face intense competition in the freight
forwarding, logistics and supply chain management
industry.

The freight forwarding, logistics and supply
chain management industry is intensely competitive and is
expected to remain so for the foreseeable future. We face
competition from a number of companies, including many that have
significantly greater financial, technical and marketing
resources. There are a large number of companies competing in
one or more segments of the industry, although the number of
firms with a global

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network that offer a full complement of freight
forwarding and supply chain management services is more limited.
We also encounter competition from regional and local
third-party logistics providers, freight forwarders and
integrated transportation companies. Depending on the location
of the customer and the scope of services requested, we must
compete against both the niche players and larger entities. In
addition, customers increasingly are turning to competitive
bidding situations involving bids from a number of competitors,
including competitors that are larger than us. Also, we face
competition from computer information and consulting firms which
traditionally operated outside of the supply chain services
industry, but are now beginning to expand the scope of their
services to include supply chain related activities. Increased
competition could result in reduced revenues, reduced margins or
loss of market share, any of which could damage the long-term or
short-term prospects of our business.


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.

There currently is a marked trend within our
industry toward consolidation of the niche players into larger
companies which are attempting to increase global operations
through the acquisition of regional and local freight
forwarders. If we cannot gain sufficient market presence or
otherwise establish a successful strategy in our industry, we
may not be able to compete successfully against larger companies
in our industry with global operations.

We have grown and plan to grow, in part,
through acquisitions of other freight forwarders, customs
brokers and supply chain management providers. Growth by
acquisitions involves risks and we may not be able to identify
or acquire and successfully integrate any acquired business into
our own operations.

We have grown through acquisitions and we may
pursue opportunities to expand our business by acquiring other
companies in the future.

Growth by acquisitions involves special risks
including the following:



| |   |                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any inability to integrate the acquired business
	into our operations, for reasons including but not limited to
	incompatible computer or information systems or operating
	practices or differences in business or corporate cultures,                      
|
| |  | difficulties implementing proper business and
	accounting controls for the acquired business which we allow to
	continue to operate on its existing information and accounting
	systems,                                                                     
|
| |  | any inability to identify appropriate acquisition
	candidates or negotiate acquisitions on favorable terms and
	valuations,                                                                                                                                  
|
| |  | any inability to obtain financing, on favorable
	terms or at all, which is necessary to fund acquisitions, the
	integration of acquired businesses and/or the operation of the
	combined businesses,                                                         
|
| |  | any diversion of managements attention from
	existing operations to integrating the acquired companies,                                                                                                                                                     
|
| |  | any failure to successfully retain key personnel
	and key customers of any acquired company and expand the
	business as anticipated,                                                                                                                         
|
| |  | the risk that our due diligence regarding
	acquisition candidates may not adequately identify obstacles to
	our future successful operation of any such acquired business,
	including failing to identify significant liabilities or
	business contingencies,
|
| |  | the risk that acquisitions may result in adverse
	accounting or tax reporting obligations,                                                                                                                                                                   
|
| |  | the risk that we will not have the understanding
	or experience to operate profitably in new lines of business
	which we may acquire,                                                                                                                        
|
| |  | the risk that our shareholders will experience
	dilution resulting from acquisitions in which some or all of the
	purchase price is paid by issuing our securities,                                                                                          

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| |   |                                                                                                                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any failure of acquired businesses to achieve
	anticipated levels of revenues and earnings, and,                                                                                                                                           
|
| |  | any inability to add new management or other
	personnel, implement new training programs, develop new
	operating processes or purchase or install additional software
	or hardware necessary to manage or operate any acquired
	businesses.

Our growth strategy may affect short-term cash
flow and net income as we expend funds, increase indebtedness
and incur additional expenses in connection with pursuing
acquisitions. If we are not able to acquire companies according
to our growth strategy or if we fail to integrate successfully
any acquired companies into our operations, we may not achieve
anticipated increases in revenue, cost savings and economies of
scale, and our operating results may be adversely affected.

We may not succeed with our strategy to
expand the scope of our supply chain services and as a result
our revenue may not grow.

We are undertaking various efforts to expand the
scope of our supply chain management services which we offer to
our customers, including developing strategic alliances with
other supply chain service providers, building training and
solutions centers in strategic locations and expanding our
postponement warehousing and distribution services, which
include storing, inspecting and packing freight for our
customers. Our efforts to expand the scope of our services will
require:



| |   |                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | additional capital expenditures, including
	expenditures for expanding facilities and information technology
	systems,                                                 
|
| |  | hiring and retaining skilled management,
	marketing, customer service and other personnel, and                                                                         
|
| |  | implementing procedures to successfully manage
	our growth, including monitoring operations, controlling costs
	and maintaining effective quality and service controls.

There can be no assurance that we will be able to
successfully expand the scope of our services or implement our
expansion plans.

Because we manage our business on a
decentralized basis, we may not be able to continue to implement
adequate business controls.

We manage our business on a decentralized basis,
with local and regional management retaining responsibility for
day-to-day operations, profitability and the growth of the
business. As we grow, our management could lose focus on
maintaining adequate controls on intercompany disbursements for
freight forwarding and customs brokerage services. In addition,
many of our subsidiaries may be operating with management, sales
and support personnel that may be insufficient to support growth
in their respective businesses without significant central
oversight and coordination. If proper overall business controls
have not been and are not implemented, our decentralized
operating strategy could result in inconsistent operating and
financial practices, which could materially adversely affect our
overall profitability, and ultimately our business, results of
operations, financial condition and prospects.

We are dependent on key management
personnel and the loss of any such personnel could materially
affect our business.

Our future performance depends, in significant
part, upon the continued service of our key management
personnel, including Roger MacFarlane, Peter Thorrington,
Matthys Wessels and Alan Draper. There can be no assurance that
we can retain such key managerial employees. The loss of the
services of one or more of these key personnel could have a
material adverse effect on our business, operating results and
financial condition.

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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.

We are a holding company and all of our
operations are conducted through subsidiaries. Consequently, we
rely on dividends or advances from our subsidiaries (including
ones that are wholly owned). The ability of such subsidiaries to
pay dividends and our ability to receive distributions on our
investments in other entities is subject to applicable local law
and other restrictions including, but not limited to, applicable
tax laws and limitations contained in some of our bank credit
facilities. Such laws and restrictions could limit the payment
of dividends and distributions to us which would restrict our
ability to continue operations.

We may need additional financing to fund
our operations and finance our growth, and we may not be able to
obtain financing on terms acceptable to us or at
all.

We may require additional financing to fund our
operations and our current plans for expansion. Because our
credit facilities often are limited to the country in which the
facility is originated, we may require additional financing to
fund our operations in countries in which we do not have
existing credit facilities. In addition, when our existing
credit facilities expire, we may need to obtain replacement
financing. Additional or replacement financing may involve
incurring debt or selling equity securities. There can be no
assurance that additional or replacement financing will be
available to us on commercially reasonable terms or at all. If
we incur debt, the risks associated with our business and with
owning our equity securities could increase. If we raise capital
through the sale of equity securities, the percentage ownership
of our shareholders would be diluted. In addition, any new
equity securities may have rights, preferences or privileges
senior to those of our ordinary shares. If we are unable to
obtain additional or replacement financing, our ability to fund
our operations and meet our current plans for expansion will be
materially adversely affected.

If we fail to develop and integrate
information systems technologies or we fail to upgrade or
replace our information technology systems to handle increased
volumes, meet the demands of our customers and protect against
disruptions of our operations, we may lose orders and customers
which could seriously harm our business.

Increasingly, we compete for customers based upon
the flexibility and sophistication of our technologies
supporting our services. The failure of the hardware or software
that supports our information technology systems, the loss of
data contained in the systems, or the inability to access or
interact with our web site, could significantly disrupt our
operations, prevent customers from making orders, or cause us to
lose orders or customers. If our information technology systems
are unable to handle additional volume for our operations as our
business and scope of services grow, our service levels,
operating efficiency and future freight volumes will decline. In
addition, we expect customers to continue to demand more
sophisticated, fully integrated information systems from their
supply chain services providers. If we fail to hire qualified
persons to implement and maintain our information technology
systems or we fail to upgrade or replace our information
technology systems to handle increased volumes, meet the demands
of our customers and protect against disruptions of our
operations, we may lose orders and customers which could
seriously harm our business.

If we are not able to limit our liability
for customers claims through contract terms and the
purchase of insurance, we could be required to pay large amounts
to our customers as compensation for their claims and our
operations could be adversely affected.

In general, we limit by contract our liability to
our customers for loss or damage to their goods to $20 per
kilogram (approximately $9.07 per pound) for airfreight
shipments and $500 per carton or customary unit, including an
ocean container, for ocean freight shipments, with the actual
insured amount determined based on the value of the freight.
However, because a freight forwarders relationship to an
airline or ocean carrier is that of a shipper to a carrier, the
airline or ocean carrier generally assumes the same
responsibility to us as we assume to our customers. When we act
in the capacity of an authorized agent for an air or ocean
carrier, the carrier, rather than us, assumes liability for the
safe delivery of the customers cargo to its ultimate
destination. Upon our customers request, we have the
ability to insure a shipment for the full declared value with
insurance offered through a separate underwriter. We carry an
umbrella insurance policy which covers us for

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$3 million per claim and $1 million for
errors and omissions. When providing warehouse and distribution
services, we currently limit our liability by contract and
tariff to an amount generally equal to the lower of fair value
or $1.53 per kilogram with a maximum of $57,400 per claim. Upon
payment of a surcharge for warehouse and distribution services,
we will assume additional liability.


We have, from time to time, made payments to our
customers for claims related to our shipments which, to date,
have not been material to our results of operations. Should we
experience an increase in the number of such claims, there can
be no assurance that our insurance coverage will provide us with
adequate coverage for such claims or that the maximum amounts
for which we are liable in connection with shipments will not
change in the future.

Our information technology systems are
subject to risks which we cannot control.

Our information technology systems are dependent
upon global communications providers, web browsers, telephone
systems and other aspects of the Internet infrastructure which
have experienced significant system failures and electrical
outages in the past. Our systems are susceptible to outages due
to fire, floods, power loss, telecommunications failures,
break-ins and similar events. Despite our implementation of
network security measures, our servers are vulnerable to
computer viruses, break-ins and similar disruptions from
unauthorized tampering with our computer systems. The occurrence
of any of these events could disrupt or damage our information
technology systems and inhibit our internal operations, our
ability to provide services to our customers, and the ability of
our customers to access our information technology systems.

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 adversely affected.

We rely on a combination of copyright, trademark
and trade secret laws and confidentiality procedures to protect
our intellectual property rights. These protections may not be
sufficient, and they do not prevent independent third party
development of competitive products or services. Further, the
laws of many foreign countries do not protect our intellectual
property rights to the same extent as the laws of the United
States. A failure to protect our intellectual property rights
could result in the loss or diminution in value of such rights.

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.

We are incorporated in the British Virgin
Islands. Several of our directors and executive officers reside
outside the United States, and a majority of our assets are
located outside the United States. As a result, we have been
advised by legal counsel in the British Virgin Islands that it
may be difficult or impossible for our shareholders to effect
service of process upon, or to enforce judgments obtained in
United States courts against, us or our directors and executive
officers, including judgments predicated upon the civil
liability provisions of the federal securities laws of the
United States.

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.

Our corporate affairs are governed by our
Memorandum and Articles of Association and by the International
Business Companies Act of the British Virgin Islands. Principles
of law relating to such matters as the validity of corporate
procedures, the fiduciary duties of management and the rights of
our shareholders may differ from those that would apply if we
were incorporated in the United States or another jurisdiction.
The rights of shareholders under British Virgin Islands law are
not as clearly established as are the rights of shareholders in
many other jurisdictions. Thus, you may have more difficulty
protecting your interests in the face of actions by our board of
directors or our principal shareholders than you would have as
shareholders of a corporation incorporated in another
jurisdiction.

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Our international presence exposes us to
potential difficulties associated with managing distant
operations and to regulatory, tariff, licensing and other
risks.

We conduct a majority of our business outside of
the United States and we anticipate that revenue from foreign
operations will account for a significant amount of our future
revenue. There are risks inherent in doing business in
international markets, such as:



| |   |                                                                            
| | - | ---------------------------------------------------------------------------
| |  | changes in economic and political conditions and
	in governmental policies,
|
| |  | changes in international and domestic customs
	regulations,                
|
| |  | wars, civil unrest, acts of terrorism, and other
	conflicts,               
|
| |  | natural disasters,                                                         
|
| |  | changes in tariffs, trade restrictions, trade
	agreements and taxation,    
|
| |  | different liability standards, and                                         
|
| |  | less protective intellectual property laws.                                

The occurrence of any of these risks may restrict
our ability to operate in the affected region and/or decrease
the profitability of our operations in that region.

Restrictions and controls on foreign
investments and acquisitions and our ability to conduct business
with local agents in particular countries may restrict our
ability to operate in those countries.

Foreign investments in local joint ventures or
business acquisitions has been and will continue to be
restricted or controlled to varying degrees. These restrictions
or controls have and may continue to limit or preclude foreign
investments in proposed joint ventures or business acquisitions
or increase our costs and expenses in seeking to effect such
transactions. Various governments require governmental approval
prior to investments by foreign persons and limit the extent of
any such investments. In some countries, we may be required by
local regulations to conduct operations pursuant to an agency or
sponsorship agreement. Even if not required by regulations, we
may conduct business in a country with a local agent who can
provide knowledge of the local market conditions and facilitate
the acquisition of necessary licenses and permits. The loss of
an agent or sponsor could result in the temporary or permanent
cessation of operations in a particular country. There can be no
assurance that we will be able to replace such agent or sponsor
on favorable terms, if at all. Furthermore, various governments
restrict investment opportunities by foreign persons in some
industries or may require governmental approval for the
repatriation of capital and income by foreign investors. There
can be no assurance that such approvals will be forthcoming in
the future. There also can be no assurance that additional or
different restrictions or adverse policies applicable to us will
not be imposed in the future or, if imposed, as to the duration
or impact of any such restrictions or policies.

The failure of our policies and procedures
which are designed to prevent the unlawful transportation of
hazardous, explosive or illegal materials could subject us to
large fines, penalties or lawsuits.

We are subject to a broad range of foreign and
domestic (including state and local) environmental, health and
safety and criminal laws and regulations, including those
governing discharges into the air and water, the handling and
disposal of solid and hazardous waste and the shipment of
explosive or illegal substances. We believe that we are in
substantial compliance with all material environmental, health
and safety and criminal laws and regulations.

In the course of our operations, we may be asked
to arrange for the transportation of substances defined as
hazardous under applicable laws. As is the case with any such
operation, if a release of hazardous substances occurs on or
from our facilities or from the transporter, we may be required
to participate in the remedy of, or otherwise bear liability
for, such release or be subject to claims from third parties
whose property or person is injured by the release. In addition,
if our employees arrange for the transportation of hazardous,
explosive or illegal materials in violation of applicable laws
or regulations, we may face civil or criminal fines or
penalties, including bans on making future shipments in
particular geographic areas. We have attempted to

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implement policies and procedures designed to
prevent the unlawful transportation of such materials. Although
our current operations have not been significantly affected by
noncompliance with these environmental, health and safety, and
criminal laws and regulations, a failure in the future of our
policies and procedures designed to safeguard against any such
noncompliance could subject us to large fines, penalties or
lawsuits.


If we fail to comply with applicable
governmental regulations, our business could be adversely
affected.

Our air transportation activities in the United
States are subject to regulation by the Department of
Transportation as an indirect air carrier and by the Federal
Aviation Administration. Our overseas offices and agents are
licensed as airfreight forwarders in their respective countries
of operation. We are licensed in each of our offices as an
airfreight forwarder by the International Air Transport
Association. In the case of our newer offices, we have applied
for such a license. Our indirect air carrier status is also
subject to the Indirect Air Carrier Standard Security Program.

We are licensed as a customs broker by the
Customs Service of the Department of the Treasury in each United
States customs district in which we do business. All United
States customs brokers are required to maintain prescribed
records and are subject to periodic audits by the Customs
Service. In other jurisdictions in which we perform customs
brokerage services, we are subject to the licensing requirements
of the appropriate governmental authority.

We are licensed as an ocean freight forwarder by
and registered as an ocean transportation intermediary with the
Federal Maritime Commission. The Federal Maritime Commission has
established qualifications for shipping agents, including surety
bonding requirements. The Federal Maritime Commission also is
responsible for the economic regulation of non-vessel operating
common carriers that contract for space and sell that space to
commercial shippers and other non-vessel operating common
carrier operators for freight originating or terminating in the
United States. To comply with these economic regulations, vessel
operators and non-vessel operating common carriers are required
to file tariffs which establish the rates to be charged for the
movement of specified commodities into and out of the United
States. The Federal Maritime Commission has the power to enforce
these regulations by assessing penalties. For ocean shipments
not originating or terminating in the United States, the
applicable regulations and licensing requirements typically are
less stringent than in the United States.

Although our current operations have not been
significantly affected by compliance with current United States
and foreign governmental regulation, we cannot predict what
impact future regulations may have on our business. Our failure
to maintain required permits or licenses, or to comply with
applicable regulations, could result in substantial fines or
revocation of our operating authorities.

Our business could be adversely affected if
we are not able to sell container space that we purchase from
ocean shipping lines.

As an indirect ocean carrier or non-vessel
operating common carrier, we contract with ocean shipping lines
to obtain transportation for a fixed number of containers
between various points during a specified time period at
variable rates. We then solicit freight from our customers to
fill the containers. When we contract with ocean shipping lines
to obtain containers, we become obligated to pay for the
container space that we purchase. If we are not able to sell all
of our purchased container space, we will not be able to recover
our out-of-pocket costs for such purchase of container space.

Our executive officers, directors and
principal shareholders retain significant control of our company
and their interests may be different and conflict with
yours.

Our current executive officers, directors and
principal shareholders and their affiliates control a
significant portion of our outstanding ordinary shares. As a
result, these shareholders may be able to control us and direct
our affairs, including the election of directors and the
approval of significant corporate transactions. This
concentration of ownership also may delay, defer or prevent a
change in control of our company, and make some transactions
more difficult or impossible without the support of these
shareholders.

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Future issuances of preference shares could
adversely affect the holders of our ordinary
shares.

We are authorized to issue up to 100,000,000
preference shares, of which 50,000,000 have been designated as
Class A preference shares and 50,000,000 have been
designated as Class B preference shares. Our board of
directors may determine the rights and preferences of the
Class A and Class B preference shares within the
limits set forth in our Memorandum and Articles of Association
and applicable law. Among other rights, our board of directors
may determine, without further vote or action by our
shareholders, the dividend, voting, conversion, redemption and
liquidation rights of our preference shares. Our board of
directors may also amend our Memorandum and Articles of
Association to create from time to time one or more classes of
preference shares. The issuance of any preference shares could
adversely affect the rights of the holders of ordinary shares,
and therefore reduce the value of the ordinary shares. While
currently no preference shares are outstanding, no assurances
can be made that we will not issue preference shares in the
future.

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.

Provisions of our Memorandum and Articles of
Association may discourage attempts by other companies to
acquire or merge with us, which could reduce the market value of
our ordinary shares. Provisions in our Memorandum and Articles
of Association may delay, deter or prevent other persons from
attempting to acquire control of us. Provisions of British
Virgin Islands law to which we are subject may impede a merger,
takeover or other business combination involving us or
discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us.




Item
4.     Information on the
Company

History and Development of the
Company

Our companys legal and commercial name is
UTi Worldwide Inc. (UTi). We were incorporated in the British
Virgin Islands on January 30, 1995 as an international
business company and operate under the British Virgin Islands
legislation governing corporations. The address and telephone
number of our registered office are 9 Columbus Centre,
Pelican Drive, Road Town, Tortola, British Virgin Islands and
(284) 494-4567, respectively. Our Registered Agent is
Midocean Management and Trust Services (BVI) Limited,
9 Columbus Centre, Pelican Drive, Road Town, Tortola,
British Virgin Islands. Our registered agent for service of
process in the United States is CT Corporation System,
111 Eighth Avenue, New York, New York, 10011.

We formed our current business from a base of
three freight forwarders which we acquired from 1993 to 1995.
Currently, we own and operate 237 offices in 48 countries and we
transact business through another 178 independent agents
offices, of which 166 offices are exclusive agents, in an
additional 85 countries. Our business is managed from six
principal support offices in Dusseldorf, Hong Kong,
Johannesburg, London, Los Angeles and Sydney. Our Chief
Executive Officer, Chief Operating Officer, investor relations
staff, corporate financial support staff and certain other
corporate support staff are located at our Los Angeles corporate
support office, located at 19443 Laurel Park Road,
Suite 111, Rancho Dominguez, California 90220-6043,
(310) 604-3311. Personnel conducting other corporate
administrative functions are located at our other corporate
support offices.

Since 1995, we have focused on developing
proprietary information technology systems which enable our
customers to use the Internet to access our web-based suite of
supply chain software applications called UTi eMpower. UTi
eMpower facilitates the online operations of our supply chain
activities and allows our agents and offices to link to our
transportation system. UTi eMpower also allows our customers to
place orders, track the status of their shipments, verify
customs clearing and link to our planning and optimization
software. In addition to accessing our supply chain solutions
services through the Internet, our customers may obtain supply
chain solutions services through personal contact, telephone and
facsimile.

In November 2000, we completed an initial public
offering of 5,405,000 ordinary shares. This is our second annual
report filed with the United States Securities and Exchange
Commission.

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In the three-year period ended January 31,
2002, in addition to expenditures made for acquiring businesses,
our principal capital expenditures were for computer equipment
and software. The principal capital expenditure currently in
progress relates to our implementation software for the new
warehouse software system, purchased under a capital lease
agreement in fiscal 2001 for approximately $1 million. The
expenditure will be incurred throughout the four geographic
regions. The project is expected to be completed by the end of
fiscal 2003.

Our largest acquisition expenditure during the
three-year period ended January 31, 2002, was for the
acquisition of the Continental group of companies on
September 1, 2000 for a total consideration of
approximately $16.6 million. This expenditure was financed
by bank borrowings and the issuance of ordinary shares. The bank
borrowings were repaid in December 2000 with proceeds from the
initial public offering. More recently, on January 25,
2002, we acquired Grupo SLi and Union, S.L. (SLi)
for an initial payment of approximately $8.6 million,
funded with the proceeds from our public offering. The final
total consideration is dependent on certain performance criteria
being achieved over the next four years. We expect that, should
these performance criteria be met, the consideration will be
made in the form of cash or shares of our company.

Business Overview

We are a global, non-asset based supply chain
management business providing supply chain logistics services
and planning and optimization solutions. Our primary services
include freight forwarding, customs brokerage and warehousing
and other services, which include the coordination of shipping
and the storage of raw materials, supplies, components and
finished goods, as follows:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Freight Forwarding.As a freight forwarder, we conduct
	business as an indirect carrier for our customers 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 in other shipments. In such
	situations, we usually forward the freight as an agent of the
	direct carrier. Except for a domestic delivery service, which we
	provide only in South Africa, we handle substantially only
	international shipments and do not provide for domestic
	shipments unless they occur as part of an international
	shipment. As part of our airfreight services, we also provide a
	domestic delivery service within South Africa through our Sun
	Couriers operation, which includes forwarding shipments by air
	or expedited ground transportation.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We do not own or operate aircraft or vessels and,
	consequently, contract with commercial carriers to arrange for
	the shipment of cargo. We arrange for, and in many cases
	provide, pickup and delivery service between the carrier and the
	location of the shipper or recipient. Our Sun Couriers operation
	uses predominantly outsourced resources to provide pickup and
	delivery services between the location of the shipper or
	recipient and the local distribution center.
|
| | When we act as an authorized agent for an airline
	or ocean carrier, we arrange for the transportation of
	individual shipments to the airline or ocean carrier. As
	compensation for arranging for the shipments, the airline or
	ocean carrier pays to us a commission. If we provide the carrier
	with ancillary services, such as the preparation of export
	documentation, we receive an additional fee.                                                                         



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Customs Brokerage.As part of our integrated
	logistics services, we provide customs brokerage services in the
	United States and most of the 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.

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | As part of our customs brokerage services, we
	prepare and file formal documentation required for clearance
	through customs agencies, obtain customs bonds, facilitate the
	payment of import duties on behalf of the importer, arrange for
	payment of collect freight charges, assist with determining and
	obtaining the best commodity classifications for shipments and
	other related services. We determine our fees for our customs
	brokerage services based on the volume of business transactions
	for a particular customer, and the type, number and complexity
	of services provided.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Warehousing and Other Services.Our warehousing services primarily
	relate to storing goods and materials in order to meet
	customers production or distribution schedules. Our
	related services include receiving, deconsolidation and
	decontainerization, sorting, put away, consolidation, assembly,
	inspection services, cargo loading and unloading, assembly of
	freight and protective package and storage. We also provide a
	range of other services, such as customized distribution and
	inventory management services and specialized customer-specific
	supply chain solutions. We receive fees for our warehousing and
	other services performed.

We have a large and diverse base of global
business customers ranging from large multinational enterprises
to smaller local businesses. We derive most of our revenue from
airfreight and ocean freight forwarding services for which we
are paid on a transactional basis. A breakdown of net revenues
by product line for the last three fiscal years is as follows
(in thousands):

|                  |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  
|----------------- |  | ---------------------- | ------- | -------- |  | ------ | --- | -------- |  | ------ | ------- | -------- |  |  | --- | - |  | - | ------- |  |  |  | --- | -
|                  |  |                       
|                  |  | Year ended January 31,
|                  |  |                       
|                  |  |                        |         |          |  |       
|                  |  | 2002                   |         | 2001     |  | 2000  
|                  |  |                        |         |          |  |       
|                  |  |                        |         | % of Net |  |        |     | % of Net |  |        |         | % of Net
|                  |  | Amount                 |         | revenue  |  | Amount |     | revenue  |  | Amount |         | revenue 
|                  |  |                        |         |          |  |        |     |          |  |        |         |         
|Airfreight        |  | $                      | 142,312 |          |  |        | 47  | %        |  | $      | 145,594 |          |  |  | 48  | % |  | $ | 124,177 |  |  |  | 51  | %
|Ocean freight     |  |                        | 58,633  |          |  |        | 19  |          |  |        | 54,461  |          |  |  | 18  |   |  |   | 44,078  |  |  |  | 18  |  
|Customs brokerage |  |                        | 54,034  |          |  |        | 18  |          |  |        | 55,295  |          |  |  | 18  |   |  |   | 40,156  |  |  |  | 16  |  
|Other             |  |                        | 49,580  |          |  |        | 16  |          |  |        | 46,496  |          |  |  | 16  |   |  |   | 37,206  |  |  |  | 15  |  
|                  |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  
|Net revenue       |  | $                      | 304,559 |          |  |        | 100 | %        |  | $      | 301,846 |          |  |  | 100 | % |  | $ | 245,617 |  |  |  | 100 | %
|                  |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  

As a global company, our markets are separated
into four geographic regions. Our net revenues by geographic
region for the last three fiscal years is as follows (in
thousands):

|             |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  
|------------ |  | ---------------------- | ------- | -------- |  | ------ | --- | -------- |  | ------ | ------- | -------- |  |  | --- | - |  | - | ------- |  |  |  | --- | -
|             |  |                       
|             |  | Year ended January 31,
|             |  |                       
|             |  |                        |         |          |  |       
|             |  | 2002                   |         | 2001     |  | 2000  
|             |  |                        |         |          |  |       
|             |  |                        |         | % of Net |  |        |     | % of Net |  |        |         | % of Net
|             |  | Amount                 |         | revenue  |  | Amount |     | revenue  |  | Amount |         | revenue 
|             |  |                        |         |          |  |        |     |          |  |        |         |         
|Europe       |  | $                      | 62,457  |          |  |        | 20  | %        |  | $      | 62,702  |          |  |  | 21  | % |  | $ | 56,102  |  |  |  | 23  | %
|Americas     |  |                        | 94,045  |          |  |        | 31  |          |  |        | 100,577 |          |  |  | 33  |   |  |   | 67,928  |  |  |  | 28  |  
|Asia Pacific |  |                        | 60,075  |          |  |        | 20  |          |  |        | 42,992  |          |  |  | 14  |   |  |   | 30,863  |  |  |  | 12  |  
|Africa       |  |                        | 87,982  |          |  |        | 29  |          |  |        | 95,575  |          |  |  | 32  |   |  |   | 90,724  |  |  |  | 37  |  
|             |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  
|Net revenue  |  | $                      | 304,559 |          |  |        | 100 | %        |  | $      | 301,846 |          |  |  | 100 | % |  | $ | 245,617 |  |  |  | 100 | %
|             |  |                        |         |          |  |        |     |          |  |        |         |          |  |  |     |   |  |   |         |  |  |  |     |  

To market our services, we produce customized
supply chain solutions that provide the logistics services our
clients require. We use our planning and optimization systems to
identify the needs of our customers and to develop supply chain
solutions tailored to customer- and industry-specific
requirements. In this way, we attempt to become our
customers preferred provider of supply chain services,
thus increasing the range and volume of transactions and
services provided to the customer. For fiscal 2002, no single
customer accounted for more than 4% of our gross revenue.

Historically, our operating results have been
subject to seasonal trends when measured on a quarterly basis.
Our first quarter is traditionally weaker compared with the
other fiscal quarters, which we believe is in keeping with the
trends of the operating results of other supply chain service
providers. This trend is dependent on numerous factors,
including the markets in which we operate, holiday seasons,
consumer demand and

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economic conditions. We cannot accurately predict
the timing of these factors, nor can we accurately estimate the
impact of any particular factor, and thus we can give no
assurance that these historical seasonal patterns will continue
in future periods.


Sales and Marketing

We market our services through an organization
consisting of approximately 310 full-time salespersons who
receive assistance from our senior management and regional
managers. Our four principal geographic regions are the
Americas, Europe, Asia Pacific and Africa and each regional
manager is responsible for the financial performance of their
region. We have implemented a sales process by which we use our
supply chain consulting services, which primarily relate to
planning and optimizing the movement of freight, to market our
core services of freight forwarding, customs brokerage and
postponement warehouse services. In connection with our sales
process and in order to serve the needs of our customers, some
of whom desire only our freight forwarding services and for
others who desire a wider variety of our supply chain solutions
services, our sales force is divided into two specialized sales
groups. One of these sales groups focuses primarily on marketing
our freight forwarding and customs brokerage services and the
other group focuses on marketing all of our supply chain
solutions services.

Our sales and marketing efforts are directed at
both local and global customers. Our local sales and marketing
teams focus on selling to and servicing smaller- and
medium-sized customers who primarily are interested in selected
services, such as freight forwarding and customs brokerage. Our
global solutions sales and marketing teams focus their efforts
on obtaining and developing large volume global accounts with
multiple shipping locations who require comprehensive solutions.
These accounts typically impose numerous requirements on their
providers, such as electronic data interchange, Internet-based
tracking and monitoring systems, proof of delivery capabilities,
customized shipping reports and a global network of offices.

These requirements often limit the competition
for these accounts to large freight forwarders, third-party
logistics providers and integrated carriers with global
operations. Our global solutions sales and marketing teams also
target companies operating in specific industries with unique
supply chain requirements, such as the fashion and apparel,
automotive, pharmaceuticals, chemicals, technology and mining
industries. These two sales and marketing teams may work
together on larger accounts.

As part of our marketing and growth strategy, we
built solutions centers in Johannesburg and Los Angeles. Each
solutions center consists of computer and audio-visual equipment
and meeting facilities which we use to demonstrate our supply
chain management solutions services and our software systems and
to train our employees and customers on such systems. We also
use demonstration versions of our software and third-party
software provided to us as part of our licensing agreements.

During our initial review of a customers
supply chain processes, we determine the current status of the
customers supply chain processes. We analyze the supply
chain requirements of our customer and determine improvements
through modification or re-engineering. After discussing with
our customers the various supply chain solutions which could be
implemented for them, we implement the desired solutions.

Competition

Competition within the freight forwarding,
logistics and supply chain management industries is intense. We
compete primarily with a relatively small number of
international firms that have the worldwide capabilities to
provide the breadth of services offered by us. We also encounter
competition from regional and local third-party logistics
providers, freight forwarders, integrated transportation
companies that operate their own aircraft, cargo sales agents
and brokers, surface freight forwarders and carriers, airlines,
associations of shippers organized to consolidate their
members shipments to obtain lower freight rates, and
Internet-based freight exchanges.

In addition, computer information and consulting
firms which traditionally operated outside of the supply chain
services industry are beginning to expand the scope of their
services to include supply chain related

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activities so that they may service the supply
chain needs of their existing customers and offer their
information systems services to new customers.


Intellectual Property

We have developed proprietary information
technology systems called UTi eMpower for our supply chain
services activities. UTi eMpower facilitates the online
operations of our supply chain activities, allows our agents and
offices to link to our transportation system and allows our
customers to track the status of their shipments and link to our
planning and optimization software. UTi eMpower enables our
customers to access our information technology systems
irrespective of their technological experience. Within UTi
eMpower are various supply chain information systems, including
the following:



| |   |                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | uOp 2000, which is used by our agents and offices
	as the local operating system for customs brokerage, air and
	ocean import and export documentation and accounting functions
	that feed shipment and other customer data into our global
	information systems,
|
| |  | uOrder, which assists our customers with order
	management,                                                                                                                                                                                                      
|
| |  | uTrac, which enables our customers to track
	shipments of goods and materials,                                                                                                                                                                                   
|
| |  | uWarehouse, which enables our customers to track
	the location and status of goods and materials,                                                                                                                                                                
|
| |  | uClear, which assists our customers with customs
	clearance,                                                                                                                                                                                                     
|
| |  | uAnalyze, which assists us and our customers with
	isolating the factors causing variability in transit times,                                                                                                                                                   
|
| |  | uConnect, which enables the electronic transfer
	of data between our systems and those of our customers, and                                                                                                                                                     
|
| |  | uPlan, which is a suite of selected planning and
	optimization software developed by i2 Technologies.                                                                                                                                                            

In fiscal 2001, we expanded our uWarehouse system
by acquiring the warehouse management software from EXE
Technologies, Inc. We have installed and are now using this
software in many of our warehouses around the world.

We have received federal trademark or service
mark registration of the name Union-Transport and the logo for
Union-Transport. We have applied for federal trademark or
service mark registration of the names UTi and UTi eMpower and
the logo for UTi. All of these names and logos have also been or
are currently being registered in countries around the world. We
have no patents nor have we filed any patent applications. While
we may seek further trademarks or service marks and perhaps
patents on inventions or processes in the future, we believe our
success depends primarily on factors such as the technological
skills and innovative abilities of our personnel rather than on
any patents or other registrations we may obtain. In addition,
any patents issued from future applications may not provide
meaningful protection or other commercial advantage to us.

Government Regulation

Our airfreight forwarding business in the United
States is subject to regulation, as an indirect air cargo
carrier, under the Federal Aviation Act by the Department of
Transportation, although airfreight forwarders are exempted from
most of this acts requirements by the applicable
regulations. Our indirect air carrier status is also registered
and in compliance with the Indirect Air Carrier Standard
Security Program. Our foreign airfreight forwarding operations
are subject to similar regulation by the regulatory authorities
of the respective foreign jurisdictions. The airfreight
forwarding industry is subject to regulatory and legislative
changes that can affect the economics of the industry by
requiring changes in operating practices or influencing the
demand for, and the costs of providing, services to customers.

The Federal Maritime Commission regulates our
ocean forwarding and non-vessel operating common carrier
operations to and from the United States. The Federal Maritime
Commission licenses intermediaries

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(combined ocean freight forwarders and non-vessel
operating common carrier operators). Indirect ocean carriers are
subject to Federal Maritime Commission regulation, under this
Commissions tariff filing and surety bond requirements,
and under the Shipping Act of 1984 and the Ocean Reform Shipping
Act of 1998, particularly those terms proscribing rebating
practices. For ocean shipments not originating or terminating in
the United States, the applicable regulations and licensing
requirements typically are less stringent than in the United
States.


Our United States domestic customs brokerage
operations are subject to the licensing requirements of the
United States Department of the Treasury and are regulated by
the United States Customs Service. We are a licensed customs
broker by the United States Customs Service. Our foreign customs
brokerage operations are licensed in and subject to the
regulations of their respective countries.

Some portions of our warehouse operations require
authorizations and bonds by the United States Department of the
Treasury and approvals by the United States Customs Service. Our
foreign warehouse operations are subject to regulations of their
respective countries.

We are subject to a broad range of foreign and
domestic environmental and workplace health and safety
requirements, including those governing discharges to air and
water and the handling and disposal of solid and hazardous
wastes. In the course of our operations, we may be asked to
arrange transport of substances defined as hazardous under
applicable laws. As is the case with any such operation, if a
release of hazardous substances occurs on or from our facilities
or from the transporter, we may be required to participate in,
or have liability for, the remedy of such release. In such case,
we also may be subject to claims for personal injury and natural
resource damages.

Although our current operations have not been
significantly affected by compliance with, or liability arising
under, these environmental, health and safety laws, we cannot
predict what impact future environmental, health and safety
regulations might have on our business.

We believe we are in substantial compliance with
applicable material regulations and that the costs of regulatory
compliance have not had a material adverse impact on our
operations to date. However, our failure to comply with the
applicable regulations or to maintain required permits or
licenses could result in substantial fines or revocation of our
operating permits or authorities. We cannot predict the degree
or cost of future regulations on our business.

Organizational Structure

UTi Worldwide Inc., incorporated under the
International Business Companies Act of the British Virgin
Islands, is a holding company and all of our operations are
conducted through subsidiaries. Our subsidiaries, along with
their countries of incorporation and our ownership interests,
are included in Exhibit 8.1, included with this report. The
proportion of voting power that we hold for each subsidiary is
equivalent to our percentage ownership.

Property, Plants and Equipment

We lease or, in a few cases, own 237 facilities
in 48 countries. Most of these facilities are comprised of
office and warehouse space. These facilities typically are
located close to an airport, ocean port or an important border
crossing and range in size from approximately 3,000 square feet
to approximately 540,000 square feet. Leases for our principal
properties generally have terms of five years or more and often
include options to renew. While some of our leases are
month-to-month and others expire in the near term, we believe
that our facilities are adequate for our current needs and for
the foreseeable future.

Our leased facilities include 29 medium- to
large-sized warehouse facilities ranging in size from
approximately 10,000 to 540,000 square feet. We own 3
medium-sized warehouse facilities ranging in size from
approximately 30,000 to 50,000 square feet. These warehouse
facilities are located in Australia (Melbourne plus two in
Sydney), Colombia (Bogota and Cucuta), Hong Kong (three
locations), Italy (Milan, Rome, plus two in Turin), the
Netherlands (Amsterdam and Tiel), Portugal (Lisboa), Spain

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(Azuqueca, Barcelona, Jaen, La Coruna, plus four
in Madrid), the United Kingdom (Colnbrook, Manchester and
Reading) and the United States (Chicago, Los Angeles, Miami,
Memphis, Newark and New York).


We also own 5 facilities in South Africa ranging
in size from approximately 21,400 square feet to approximately
243,000 square feet which we use in our overnight courier
business.




Item
5.     Operating and Financial
Review and Prospects

Overview

The following discussion of our operating results
explains material changes in our consolidated results of
operations for the years ended January 31, 2002 and 2001
compared to the respective prior year. The discussion should be
read in conjunction with the consolidated financial statements
and related notes included elsewhere in this report. This
discussion contains forward-looking statements, the accuracy of
which involves risks and uncertainties and our actual results
could differ materially from those anticipated in the
forward-looking statements for many reasons, including, but not
limited to, those risk factors described under Key
Information and elsewhere in this report. We disclaim any
obligation to update information contained in any
forward-looking statement. Our consolidated financial statements
attached to this report, have been prepared in United States
dollars and in accordance with U.S. GAAP.

In fiscal 2002, the operating results of the
acquired operations for SLi are included in the Companys
financial statements since the date of acquisition,
January 25, 2002. UTi acquired the entire issued share
capital of SLi, incorporated in Spain, for an initial
consideration of approximately $8.6 million, of which
approximately $8.0 million represented goodwill. The final
purchase price is contingent on future earn-out payments based
on the annual net profits after tax of the purchased operations
over the period February 1, 2002 through January 31,
2006. Such earn-out payments are estimated to be between
$3.0 million to $4.0 million for each of the four
years, but the actual amounts will depend on the amount of net
profits after tax earned by the operation with the purchased
assets. The final purchase price allocation has not yet been
completed. The acquisition has been accounted for using the
purchase method of accounting. The operating results of Pership
Logistics (Private) Limited, incorporated in Sri Lanka, and
Eilat Overseas Limited, incorporated in Israel, are included
since their dates of acquisition, February 1, 2001 and
May 1, 2001, respectively. The total consideration paid for
the acquisitions in Sri Lanka and Israel was $2.0 million.

In fiscal 2001, the operating results of the
acquired operations for the Continental group of companies
(Continental) were included in the Companys
financial statements since the date of acquisition,
September 1, 2000. The operating results for our other
acquisitions in fiscal 2001 were also included in our financial
statements since their dates of acquisition, as disclosed in
Note 2 to our accompanying consolidated financial
statements.

Our reporting currency is the U.S. dollar.
However, due to our global operations, we conduct and will
continue to conduct business in currencies other than our
reporting currency. The conversion of these currencies into our
reporting currency for reporting purposes will be affected by
any movement in these currencies against the U.S. dollar. A
depreciation of these currencies against the U.S. dollar would
result in lower gross and net revenues reported, however as
applicable costs are also converted from these currencies, costs
would also be lower. The net impact on our net income is
therefore somewhat mitigated. Similarly, the opposite effect
will occur if these currencies appreciate against the U.S.
dollar. During fiscal 2002, many of our local currencies
depreciated against the U.S. dollar. For example, using the
currency rates for fiscal 2001, gross and net revenues for
fiscal 2002 would have been $953.3 million and
$334.9 million, respectively, or $63.5 million and
$30.3 million higher than reported, and operating expenses
would have been $26.6 million more than reported.

Our principal sources of income include
airfreight forwarding, ocean freight forwarding, customs
brokerage and other services. We attempt to become our
customers preferred provider of supply chain management
solutions, thus increasing both the range and volume of
transactions for our freight forwarding, customs brokerage and
other services.

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A significant portion of our expenses are
variable and adjust to reflect the level of our business
activities. Other than transportation costs, staff costs are our
single largest variable expense and are less flexible in the
near term as we must staff to meet uncertain future demand.

Airfreight
Forwarding

When we act as an airfreight forwarder, we
conduct business as an indirect carrier or occasionally as an
authorized agent for the airline which carries the shipment. In
both cases, gross revenue and applicable costs are recognized at
the time the freight departs the terminal of origin.

When we act as an indirect air carrier, we
procure shipments from a large number of customers, consolidate
shipments bound for a particular destination from a common place
of origin, determine the routing over which the consolidated
shipment will move, and purchase cargo space from airlines on a
volume basis. As an indirect air carrier, our gross revenue
includes the rate charged to the client for the movement of the
shipment on the airline, plus the fees we charge for our other
ancillary services such as preparing shipment-related
documentation and materials handling related services.
Airfreight forwarding gross revenue includes expedited movement
by ground transportation and our domestic delivery service in
South Africa, Sun Couriers.

When we act as an indirect air carrier, our net
revenue is the differential between the rates charged to us by
the airlines and, where applicable, expedited ground transport
operators, and the rates we charge our customers plus the fees
we receive for our other services. Therefore, our net revenue is
influenced by our ability to charge our customers a rate which
is higher than the rate we obtain from the airlines, but which
is also lower than the rate the customers could otherwise obtain
directly from the airlines.

When we act as an authorized agent for the
airline which carries the actual shipment, our gross revenue is
primarily derived from commissions received from the airline
plus fees for the ancillary services we provide such as
preparing shipment-related documentation, and materials handling
related services. Our gross revenue does not include airline
transportation costs when we act as an authorized agent.
Accordingly, our gross revenue and net revenue are not
materially different in this situation.

Ocean Freight
Forwarding

When we act as an ocean freight forwarder, we
conduct business as an indirect ocean carrier or occasionally as
an authorized agent for the ocean carrier which carries the
shipment. Our gross revenue and net revenue from ocean freight
forwarding and related costs are recognized the same way that
our gross revenue and net revenue from airfreight forwarding and
related costs are recognized.

When we act as an indirect ocean carrier or
non-vessel operating common carrier we contract with ocean
shipping lines to obtain transportation for a fixed number of
containers between various points in a specified time period at
an agreed upon rate. We then solicit freight from customers to
fill the containers and consolidate the freight bound for a
particular destination from a common shipping point. As in the
case when we act as an indirect airfreight forwarder, our gross
revenue in this situation includes the rate charged to the
customer for the movement of the shipment on the ocean carrier
plus our fees for the other services we provide which are
related to the movement of goods such as preparing
shipment-related documentation. Our net revenue is determined by
the differential between the rates charged to us by the carriers
and the rates we charge our customers along with the fees we
receive for our other ancillary services.

When we act as an authorized agent for an ocean
carrier, our gross revenue is generated from the commission we
receive from the carrier plus the fees we charge for the
ancillary services we provide. Our gross revenue does not
include transportation costs when we act as an authorized agent
for an ocean carrier. Under these circumstances, our gross
revenue and net revenue are not materially different.

Customs
Brokerage

We provide customs clearance and brokerage
services with respect to the majority of the shipments we handle
as a freight forwarder. We also provide customs brokerage
services for shipments handled by our

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competitors. These services include assisting
with and performing regulatory compliance functions in
international trade.


Customs brokerage gross revenue is recognized
when the necessary documentation for customs clearance has been
completed. This gross revenue is generated by the fees we charge
for providing customs brokerage services, as well as the fees we
charge for the disbursements made on behalf of a customer. These
disbursements, which typically include customs duties and taxes,
are excluded from our calculations of gross revenue since they
represent disbursements made on behalf of customers. Typically,
disbursements are included in our accounts receivable and are
several times larger than the amount of customs brokerage gross
revenue generated.

Other
Services

We also provide a range of other services, such
as warehousing services, customized distribution and inventory
management services and developing specialized customer-specific
supply chain solutions. Our gross revenue in these capacities
includes commissions and fees earned by us and is recognized
upon performance.

Discussion of Operating Results

Our business operates in four geographic segments
comprised of Europe, the Americas, Asia Pacific and Africa.
Gross revenue is recognized in the region in which the shipment
originates. Our gross revenue by geographic segment is set forth
in the following table (in thousands):

|              |  |                        |         |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  
|------------- |  | ---------------------- | ------- | ------- |  | ------ | --- | ------- |  | ------ | ------- | ------- |  |  | --- | - |  | - | ------- |  |  |  | --- | -
|              |  |                       
|              |  | Year ended January 31,
|              |  |                       
|              |  |                        |         |         |  |       
|              |  | 2002                   |         | 2001    |  | 2000  
|              |  |                        |         |         |  |       
|              |  |                        |         | % of    |  |        |     | % of    |  |        |         | % of   
|              |  |                        |         | Gross   |  |        |     | Gross   |  |        |         | Gross  
|              |  | Amount                 |         | revenue |  | Amount |     | revenue |  | Amount |         | revenue
|              |  |                        |         |         |  |        |     |         |  |        |         |        
|Europe        |  | $                      | 264,280 |         |  |        | 30  | %       |  | $      | 266,560 |         |  |  | 31  | % |  | $ | 217,184 |  |  |  | 31  | %
|Americas      |  |                        | 258,008 |         |  |        | 29  |         |  |        | 293,150 |         |  |  | 34  |   |  |   | 241,954 |  |  |  | 34  |  
|Asia Pacific  |  |                        | 242,950 |         |  |        | 27  |         |  |        | 179,286 |         |  |  | 21  |   |  |   | 118,965 |  |  |  | 17  |  
|Africa        |  |                        | 124,548 |         |  |        | 14  |         |  |        | 124,263 |         |  |  | 14  |   |  |   | 128,852 |  |  |  | 18  |  
|              |  |                        |         |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  
|Gross revenue |  | $                      | 889,786 |         |  |        | 100 | %       |  | $      | 863,259 |         |  |  | 100 | % |  | $ | 706,955 |  |  |  | 100 | %
|              |  |                        |         |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  

Gross revenue increased 3% to $889.8 million
for fiscal 2002 compared to $863.3 million for fiscal 2001 due
to increases in airfreight forwarding (4%), ocean freight
forwarding (1%), and other revenue (13%), offset by a decline in
customs brokerage (4%). Overall, our reported gross revenue for
fiscal 2002 was negatively impacted by declining foreign
currency rates against the U.S. dollar and benefited from
acquisitions. Gross revenue for fiscal 2002 benefited by
approximately $37.5 million from acquisitions made during
fiscal 2001, which had a full year impact in fiscal 2002
(primarily Continental), and acquisitions completed during
fiscal 2002. Using currency rates in effect for fiscal 2001, we
estimate that gross revenues for fiscal 2002 would have been
$953.3 million, or $63.5 million higher for the year,
of which approximately $39.9 million came from acquisitions
and the balance from organic growth. Gross revenue increased 22%
to $863.3 million for fiscal 2001 compared to
$707.0 million for fiscal 2000 also due to increases in
airfreight forwarding (19%), ocean freight forwarding (22%),
customs brokerage (44%) and other revenue (32%). We estimate
that acquisitions completed during fiscal 2001 accounted for
$80.9 million of our gross revenue for the year.

We believe that net revenue is a better measure
than gross revenue of the importance to us of our various
services since our gross revenue for our services as an indirect
air and ocean carrier includes the carriers charges to us
for carriage of the shipment. When we act as an indirect air and
ocean carrier, our net revenue is determined by the differential
between the rates charged to us by the carrier and the rates we
charge our customers plus the fees we receive for our ancillary
services. Net revenue derived from freight forwarding generally
is shared between the points of origin and destination. Our
gross revenue in our other capacities includes only commissions
and fees earned by us and is substantially the same as our net
revenue. The

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following table shows our net revenue and our
operating expenses for the periods presented, expressed as a
percentage of net revenue.


|                          |                          |                          |    |      |     |      |   |    |     |   |   |    |     |  
|------------------------- | ------------------------ | ------------------------ | -- | ---- | --- | ---- | - | -- | --- | - | - | -- | --- | -
|                          |                          |                         
|                          |                          | Year ended January 31,  
|                          |                          |                         
|                          |                          | 2002                     |    | 2001 |     | 2000
|                          |                          |                          |    |      |     |     
|Net revenue:              |                          |                          |    |      |     |      |   |    |     |   |   |   
|                          | Airfreight forwarding    |                          |    | 47   | %   |      |   | 48 | %   |   |   | 51 | %  
|                          | Ocean freight forwarding |                          |    | 19   |     |      |   | 18 |     |   |   | 18 |    
|                          | Customs brokerage        |                          |    | 18   |     |      |   | 18 |     |   |   | 16 |    
|                          | Other                    |                          |    | 16   |     |      |   | 16 |     |   |   | 15 |    
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|                          |                          | Total net revenue        |    |      | 100 | %    |   |    | 100 | % |   |    | 100 | %
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|Operating expenses:       |                          |                          |    |      |     |      |   |    |     |   |   |   
|                          | Staff costs              |                          |    | 51   | %   |      |   | 51 | %   |   |   | 51 | %  
|                          | Depreciation             |                          |    | 3    |     |      |   | 3  |     |   |   | 3  |    
|                          | Amortization of goodwill |                          |    | 2    |     |      |   | 2  |     |   |   | 1  |    
|                          | Other operating expenses |                          |    | 34   |     |      |   | 36 |     |   |   | 37 |    
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|                          |                          | Total operating expenses |    |      | 90  |      |   |    | 92  |   |   |    | 92  |  
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|Operating income          |                          |                          | 10 |      |     |      | 8 |    |     |   | 8 |   
|Interest expense, net     |                          |                          | *  |      |     |      | * |    |     |   | * |   
|Gains on foreign exchange |                          |                          | *  |      |     |      | 1 |    |     |   | * |   
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|Pretax income             |                          |                          | 9  |      |     |      | 8 |    |     |   | 8 |   
|Income tax expense        |                          |                          | 3  |      |     |      | 2 |    |     |   | * |   
|Minority interests        |                          |                          | *  |      |     |      | * |    |     |   | * |   
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   
|Net income                |                          |                          | 6  | %    |     |      | 6 | %  |     |   | 7 | % 
|                          |                          |                          |    |      |     |      |   |    |     |   |   |   



---



|  |                       
|- | ----------------------
|* | Less than one percent.

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

Net revenue increased $2.8 million, or 1%,
to $304.6 million for fiscal 2002 compared to
$301.8 million for fiscal 2001. Overall, our reported net
revenue for fiscal 2002 was negatively impacted by declining
foreign currency rates against the U.S. dollar and benefited by
approximately $16.6 million from acquisitions made during
fiscal 2002 as well as from the full year effect of acquisitions
made in fiscal 2001. Using currency rates in effect for fiscal
2001, we estimate that net revenues would have been
$334.9 million, or $30.3 million higher for the year,
of which approximately $16.6 million came from acquisitions
and the balance from organic growth.

Airfreight forwarding net revenue declined
$3.3 million, or 2%, to $142.3 million for fiscal 2002
compared to $145.6 million for the prior year. This
decrease primarily resulted from overall volume decreases in the
Americas and Europe regions, offset by volume increases in the
Asia Pacific and Africa regions. Airfreight forwarding net
revenue from the Asia Pacific region for fiscal 2002 increased
by 72% over the prior year, due both to organic growth and the
contribution from the Continental acquisition. Airfreight
forwarding net revenue from the Americas decreased by 9% due
primarily to the global economic slowdown and the effects of
September 11th.

Ocean freight forwarding net revenue increased
$4.2 million, or 8%, to $58.6 million for fiscal 2002
compared to $54.5 million for the prior year. Increases in
shipments and tonnage from the Asia Pacific region predominately
to the Americas region significantly contributed to this
increase in ocean freight forwarding net revenue. Ocean freight
forwarding net revenue for the entire Asia Pacific region
increased by 26% primarily as a result of our strategy to
increase volumes in the Asia to North America route.

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Customs brokerage net revenue decreased
$1.3 million, or 2%, to $54.0 million for fiscal 2002
compared to $55.3 million for fiscal 2001. Customs
brokerage net revenue decreased primarily as a result of the
lower shipping volumes resulting from the global economic
slowdown.

Other net revenue, which includes revenue from
our other specialized services including postponement
warehousing and customized distribution services, increased
$3.1 million, or 7%, to $49.6 million for fiscal 2002
compared to $46.5 million for fiscal 2001. This increase is
primarily a result of our increasing efforts to provide
additional services such as warehousing and other specialized
supply chain management services.

Staff costs increased $1.6 million, or 1%,
to $156.0 million for fiscal 2002 from $154.4 million
for the prior year. However, staff costs remained constant when
expressed as a percentage of net revenue, at 51% in both fiscal
2002 and fiscal 2001. Staff costs are the largest component of
operating expenses and we strive to manage these costs in
relation to net revenue growth. Staff costs, however, are
somewhat inflexible in the short-term as we must ensure proper
staffing levels to meet uncertain future demand.

Depreciation expense increased by
$0.4 million, or 4%, for fiscal 2002 over fiscal 2001 to
$9.4 million primarily due to increases in capital spending
for computer equipment and fixtures and fittings during the
period. Depreciation expense remained constant at 3% of net
revenue in fiscal 2002 as compared to the prior year.

Amortization of goodwill increased by
$1.0 million, or 24%, to $5.3 million in fiscal 2002
as compared to $4.3 million in the prior year. This
increase was due to the full year effect of acquisitions we made
in fiscal 2001 and the related goodwill being amortized, as well
as the amortization of goodwill relating to the acquisitions
completed during fiscal 2002. To date, our acquisitions have
been accounted for using the purchase method of accounting and
the related goodwill is amortized over a period generally not
exceeding 20 years. Amortization of goodwill expressed as a
percentage of net revenue remained constant at 2% in fiscal 2002
compared to the prior year. Beginning in the first quarter of
fiscal 2003, we will cease amortizing goodwill as we adopt
Statement of Financial Accounting Standard No. 142,
Goodwill and Other Intangible Assets. We are
currently evaluating the impact that this standard will have on
our results of operations and financial position.

Other operating expenses decreased by
$5.7 million, or 5%, to $104.1 million in fiscal 2002
compared to $109.8 million for fiscal 2001. Included in
other operating expenses for fiscal 2002 are facilities and
communications costs of $37.3 million compared to
$34.5 million of such costs for the prior year. Facilities
and communications costs increased primarily as a result of the
addition of new locations in fiscal 2002 as compared to the
prior year. The balance of the other operating expenses is
comprised of selling, general and administrative costs. For
fiscal 2002, selling, general and administrative costs were
$66.8 million compared to $75.3 million for the same
prior year period. The decrease in selling, general and
administrative costs was primarily a result of our efforts to
control costs, keeping our spending in line with the lower
revenue growth during fiscal 2002 as compared to the prior year.
When expressed as a percentage of net revenue, other operating
expenses decreased from 36% for fiscal 2001 to 34% for fiscal
2002.

Interest expense, consisting primarily of
interest on our credit facilities and capital lease obligations
offset by interest income on our cash deposits, decreased
$1.0 million to $1.2 million in fiscal 2002 from
$2.2 million for the prior year. This decrease was due
primarily to decreased borrowings during fiscal 2002 as compared
to the prior year.

Gains on foreign exchange declined
$3.6 million to $17,000 in fiscal 2002 compared to
$3.6 million for the prior year. This decrease was
primarily due to a $2.6 million cumulative currency
translation gain which was recorded upon the liquidation of a
non-operating subsidiary during the fourth quarter of fiscal
2001.

The effective income tax rate increased to 28% in
fiscal 2002 compared to 24% in the prior year. The lower rate in
the prior year was largely due to the utilization of tax loss
carryforwards not previously recognized. Our overall tax rate is
impacted by the geographic composition of our worldwide taxable
income, with some of our operations in countries with low
effective income tax rates. We expect that our effective tax
rate will continue to increase in fiscal 2003 and beyond given
that the utilization of tax loss carryforwards not previously
recognized is expected to decrease in future years as compared
to prior years. We cannot predict,

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however, the amount of the increase in our
effective tax rate given the uncertainties concerning the future
geographical composition of our worldwide taxable income.


Net income increased 4% to $19.2 million in
fiscal 2002 as compared to the prior year for the reasons listed
above.

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

Net revenue increased $56.2 million, or 23%
to $301.8 million for fiscal 2001 compared to
$245.6 million for fiscal 2000. Overall, net revenue for
fiscal 2001 benefited from acquisitions made during fiscal 2001
as well as from the full year effect of acquisitions made in
fiscal 2000. We estimate that these acquisitions accounted for
approximately $18.6 million of the net revenue increase for
fiscal 2001 versus the prior fiscal year.

Airfreight forwarding net revenue increased
$21.4 million, or 17%, to $145.6 million for fiscal 2001
compared to $124.2 million for the prior fiscal year. This
increase primarily resulted from overall volume increases in all
of our regions as well as the additional business secured with
the Continental acquisition. The volume increases were noted
predominantly in the Asia Pacific region, followed by the
Americas and Africa regions. Airfreight forwarding net revenue
from the Asia Pacific region for fiscal 2001 increased by 58%
over the prior year, largely due to the contribution of
approximately $3.9 million from the Continental
acquisition. Airfreight forwarding net revenue from the Americas
increased by 40% due primarily to increased volume to Europe and
Asia Pacific.

Ocean freight forwarding net revenue increased
$10.4 million, or 24%, to $54.5 million for fiscal 2001
compared to $44.1 million for prior year. Increases in
shipments and tonnage from the Asia Pacific region predominately
to the Americas region significantly contributed to this
increase in ocean freight forwarding net revenue. Ocean freight
forwarding net revenue for the entire Asia Pacific region
increased by 29% primarily as a result of our strategy to
increase volumes in the Asia to North America route.

Customs brokerage net revenue increased
$15.1 million, or 38%, to $55.3 million for fiscal
2001 compared to $40.2 million for fiscal 2000. Customs
brokerage net revenue increased as a result of an increase in
shipments and the full year impact of our acquisitions of
customs brokers during fiscal 2000. We estimate that the
acquisitions of customs brokers which we completed in fiscal
2001 accounted for approximately $6.1 million of the
increase in customs brokerage net revenue for fiscal 2001
compared to the prior year.

Other net revenue, which includes revenue from
our other specialized services including postponement
warehousing and customized distribution services, increased
$9.3 million, or 25%, to $46.5 million for fiscal 2001
compared to $37.2 million for fiscal 2000. This increase is
primarily a result of our increasing efforts to provide
additional services such as warehousing and other specialized
supply chain management services.

Staff costs increased $30.1 million, or 24%,
to $154.4 million for fiscal 2001 from $124.3 million
for the prior year. However, staff costs remained constant when
expressed as a percentage of net revenue, at 51% in both fiscal
2001 and fiscal 2000. Staff costs are the largest component of
operating expenses and we strive to manage these costs in
relation to net revenue growth. Staff costs, however, are
somewhat inflexible in the short-term as we must ensure proper
staffing levels to meet uncertain future demand.

Depreciation expense increased by
$1.3 million, or 16%, for fiscal 2001 over fiscal 2000 to
$9.1 million primarily due to increases in capital spending
for computer equipment and fixtures and fittings during the
period. Depreciation expense remained constant at 3% of net
revenue in fiscal 2001 as compared to the prior year.

Amortization of goodwill increased by
$1.4 million, or 47%, to $4.3 million in fiscal 2001
as compared to $2.9 million in the prior year. This
increase was due to the full year effect of acquisitions we made
in fiscal 2000 and the related goodwill being amortized, as well
as the amortization of goodwill relating to the acquisitions
completed during fiscal 2001. To date, our acquisitions have
been accounted for using the purchase method of accounting and
the related goodwill is amortized over a period generally not
exceeding 20 years. Amortization expressed as a percentage of
net revenue increased to 2% in fiscal 2001 from 1% in the prior
year.

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Other operating expenses increased by
$19.8 million, or 22%, to $109.8 million in fiscal
2001 compared to $90.0 million for fiscal 2000. Included in
other operating expenses for fiscal 2001 are facilities and
communications costs of $34.5 million compared to
$27.8 million of such costs for the prior year. Facilities
and communications costs increased primarily as a result of the
addition of new locations and a general increase in business
activity during fiscal 2001 compared to the prior year. The
balance of the other operating expenses is comprised of selling,
general and administrative costs. For fiscal 2001, selling,
general and administrative costs were $75.3 million
compared to $62.2 million for the same prior year period.

Included as a credit in other selling, general
and administrative expenses for fiscal 2000 is
$1.5 million, which represented a payment from our
satellite communications supplier based on volume usage for
several prior years. The increase in selling, general and
administrative costs was primarily a result of our acquisitions
along with our increased business activity during fiscal 2001 as
compared to the prior year. When expressed as a percentage of
net revenue, other operating expenses decreased from 37% for
fiscal 2000 to 36% for fiscal 2001.

Interest expense, consisting primarily of
interest on our credit facilities and capital lease obligations
offset by interest income on our cash deposits, increased
$0.9 million to $2.2 million in fiscal 2001 from
$1.3 million for the prior year. This increase was due
primarily to increased borrowings during fiscal 2001 as compared
to the prior year.

Gains on foreign exchange increased
$4.1 million to $3.6 million in fiscal 2001 compared
to a loss of $0.5 million for the prior year. This increase
was primarily due to a $2.6 million cumulative currency
translation gain which was recorded upon the liquidation of a
non-operating subsidiary during the fourth quarter of fiscal
2001.

The effective income tax rate increased to 24% in
fiscal 2001 compared to 9% in the prior year. The lower rate in
the prior year was largely due to the utilization of tax loss
carryforwards not previously recognized. Our overall tax rate is
impacted by the geographic composition of our worldwide taxable
income, with some of our operations in countries with low
effective income tax rates.

Net income increased 11% to $18.5 million in
fiscal 2001 as compared to the prior year for the reasons listed
above.

Liquidity and Capital Resources

We have used our internally generated net cash
flow from operating activities along with the net proceeds from
the issuance of ordinary shares to fund our working capital
requirements, capital expenditures, acquisitions and debt
service.

In the year ended January 31, 2002, we
generated approximately $43.1 million in net cash from
operating activities. This resulted from net income of $19.2
million plus depreciation and amortization of goodwill totaling
$14.8 million, deferred income taxes of $1.3 million
and other items totaling $1.4 million, plus a net decrease
in working capital of approximately $6.4 million. The net
decrease in working capital consisted primarily of a decrease in
accounts receivable of $23.3 million offset by a decrease
in accounts payable of $16.8 million. Our decrease in accounts
receivable during the year ended January 31, 2002 was due
primarily to improved collection efforts and timing of the
revenues throughout the year.

We make significant disbursements on behalf of
our customers for transportation costs concerning collect
freight and customs duties and taxes. The billings to our
customers for these disbursements, which are several times the
amount of revenue and fees derived from these transactions, are
not recorded as revenue in our consolidated income statements;
rather, they are reflected in our trade receivables and trade
payables, both of which decreased as of January 31, 2002
versus the prior year.

During the year ended January 31, 2002, we
used approximately $21.9 million of cash for acquisitions
and contingent earn-out payments and $8.7 million for
capital expenditures.

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Our financing activities during the year ended
January 31, 2002 used $18.2 million of cash, primarily
due to a $14.2 million decrease in borrowings under our
bank lines of credit. We also paid down our capital lease
obligations by $2.0 million and paid dividends of
$1.9 million.

These activities, along with the foreign exchange
rate changes, resulted in a net decrease of our cash and cash
equivalents from $98.4 million at January 31, 2001 to
$87.6 million at January 31, 2002.

We have various bank credit facilities
established in countries where such facilities are required for
our business. At January 31, 2002 these facilities provided
for lines of credit from approximately $0.1 million to
$29.0 million, and in total provided for guarantees, which
are a necessary part of our business, of $31.4 million and
a total borrowing capacity of approximately $59.1 million
at January 31, 2002. Due to the global nature of our
business, we utilize a number of financial institutions to
provide these various facilities. Consequently, the use of a
particular credit facility is normally restricted to the country
in which it originated and a particular credit facility may
restrict distributions by the subsidiary operating in the
country. Our borrowings under these facilities totaled
$21.1 million at January 31, 2002. Most of our
borrowings are secured by grants of security interests in
accounts receivable and other assets, including pledges of stock
of our subsidiaries. The interest rates on these facilities vary
and ranged from 4.55% to 16.75% at January 31, 2002. These
rates are generally linked to the prime lending rate in each
country where we have facilities. We use our credit facilities
to primarily fund our working capital needs as well as to
provide for customs bonds and guarantees and forward exchange
transactions. While the majority of our borrowings are due and
payable within one year, we believe we will be able to renew
such facilities on commercially reasonable terms. UTi, United
States, Inc., our U.S. operating company, has a revolving credit
facility with General Electric Capital Corporation which
provides for up to $29.0 million of borrowings based on a
formula of eligible accounts receivable. This credit facility
matures in August 2003 and contains financial and other
covenants and restrictions applicable to our U.S. operations and
a change of control provision applicable to changes at our
holding company level. This agreement limits the right of the
U.S. operating company to distribute funds to holding companies.
At January 31, 2002, we had approximately
$38.1 million of available, unused borrowing capacity under
our bank credit facilities.

In November 2000, the Company completed a public
offering of 5,405,000 ordinary shares. Net proceeds to the
Company from the public offering totaled approximately
$71.8 million (after underwriting discounts and commissions
and estimated transaction expenses). We used approximately
$14.1 million of the net proceeds to repay the debt
incurred with the acquisition of Continental. Approximately
$21.9 million of the net proceeds was used for the
acquisition of subsidiaries, including SLi, and contingent
acquisition payments in the year ended January 31, 2002. We
used approximately $26.3 million of the net proceeds to
repay existing debt under various credit facilities. The
remaining net proceeds have been and are being used by us for
general corporate and working capital purposes.

At January 31, 2002, we had the following
contractual obligations:

|                                         |  |                        |        |           |  |           |        |           |  |       |        |  |  |   |       |  |  |   |        | 
|---------------------------------------- |  | ---------------------- | ------ | --------- |  | --------- | ------ | --------- |  | ----- | ------ |  |  | - | ----- |  |  | - | ------ | 
|                                         |  |                       
|                                         |  | Payments due by period
|                                         |  |                       
|                                         |  |                        |        | Less than |  |           |        | After 5  
|                                         |  | Total                  |        | 1 year    |  | 1-3 years |        | 4-5 years |  | years
|                                         |  |                        |        |           |  |           |        |           |  |      
|Bank lines of credit and bank borrowings |  | $                      | 33,772 |           |  | $         | 32,580 |           |  | $     | 790    |  |  | $ | 372   |  |  | $ | 30     | 
|Capital lease obligations (1)            |  |                        | 10,899 |           |  |           | 2,053  |           |  |       | 2,523  |  |  |   | 316   |  |  |   | 6,007  | 
|Operating leases                         |  |                        | 44,912 |           |  |           | 13,236 |           |  |       | 15,975 |  |  |   | 9,110 |  |  |   | 6,591  | 
|Unconditional purchase obligations       |  |                        | 367    |           |  |           | 367    |           |  |       |       |  |  |   |      |  |  |   |       | 
|                                         |  |                        |        |           |  |           |        |           |  |       |        |  |  |   |       |  |  |   |        | 
|Total                                    |  | $                      | 89,950 |           |  | $         | 48,236 |           |  | $     | 19,288 |  |  | $ | 9,798 |  |  | $ | 12,628 | 
|                                         |  |                        |        |           |  |           |        |           |  |       |        |  |  |   |       |  |  |   |        | 



---



|    |                   
|--- | ------------------
|(1) | Includes interest.

We believe that with our current cash position,
various bank credit facilities and operating cash flows, we have
sufficient means to meet our working capital and liquidity
requirements for the foreseeable future.

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The nature of our operations necessitates dealing
in many foreign currencies and our results are subject to
fluctuations due to changes in exchange rates. See
Item 11. Quantitative and Qualitative Disclosures
About Market Risk.

Impact of Inflation

To date, our business has not been significantly
or adversely affected by inflation. Historically, we have been
generally successful in passing carrier rate increases and
surcharges on to our customers by means of price increases and
surcharges. Direct carrier rate increases could occur over the
short- to medium-term. Due to the high degree of competition in
the marketplace, these rate increases might lead to an erosion
of our profit margins.

Critical Accounting Policies and
Estimates

Our discussion of our operating and financial
review and prospects is based on our consolidated financial
statements, prepared in accordance with U.S. GAAP and contained
within this report. Certain amounts included in, or affecting,
our financial statements and related disclosure must be
estimated, requiring us to make certain assumptions with respect
to values or conditions which cannot be known with certainty at
the time the financial statements are prepared. Therefore, the
reported amounts of our assets and liabilities, revenues and
expenses and associated disclosures with respect to contingent
obligations are necessarily affected by these estimates. In
preparing our financial statements and related disclosures, we
must use estimates in determining the economic useful lives of
our assets, obligations under our employee benefit plans,
provisions for uncollectable accounts receivable and various
other recorded and disclosed amounts. We evaluate these
estimates on an ongoing basis.

Our significant accounting polices are included
in Note 1 to the consolidated financial statements included in
this report; however, we believe that certain accounting
policies are of more significance in our financial statement
preparation process than others. These include our policies on
revenue recognition, deferred income tax, goodwill and currency
translation.

Revenue
Recognition

Gross revenue represents billings on exports to
customers, plus net revenue on imports, net of any billings for
value added taxes and custom duties. Gross revenue and freight
consolidation costs for airfreight and ocean freight forwarding
services, including commissions earned from the Companys
services as an authorized agent for airline and ocean carriers,
are recognized at the time the freight departs the terminal of
origin which is when the customer is billed. Gross customs
brokerage revenue and other revenues are also recognized when
the customer is billed, which for customs brokerage revenue, is
when the necessary documentation for customs clearance has been
completed, and for other revenues, is when the service has been
provided to third parties in the ordinary course of business.

Deferred
Income Tax

Deferred income tax is accounted for using the
liability method in respect of temporary differences arising
from differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding
tax basis used in the computation of taxable income. Deferred
income tax liabilities are recognized for all taxable temporary
differences. Deferred income tax assets are offset by valuation
allowances so that the assets are recognized only to the extent
that it is more likely than not that taxable income will be
available against which deductible temporary differences can be
utilized. Deferred income tax is calculated at the tax rates
that are expected to apply to the period when the asset is
realized or the liability is settled. Deferred income tax is
charged or credited to the income statement.

Goodwill

Goodwill, representing the excess of acquisition
costs over the fair value of net assets of businesses purchased,
is amortized using the straight-line method following an
assessment of the estimated useful life,

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subject to a maximum period of 20 years. The
realizability and period of benefit of goodwill are evaluated
periodically when events or circumstances indicate that
nonrecoverability of goodwill is possible. If it becomes
probable that the future undiscounted cash flows associated with
such goodwill is less than its carrying value, an impairment
loss would be recognized. These recoverability evaluations are
subjective and require management assessments and judgments.
Historically, acquired businesses generally have generated
sufficient cash flows to recover the cost of goodwill.


Beginning in the first quarter of fiscal 2003, we
will cease amortizing goodwill as we adopt Statement of
Financial Accounting Standard No. 142, Goodwill and
Other Intangible Assets. This standard will require us to
revise our accounting policy with respect to evaluating goodwill
for impairment beginning the first quarter of fiscal 2003.

Currency
Translation

For consolidation purposes, balance sheets of
subsidiaries expressed in currencies other than United States
dollars are translated at the rate of exchange ruling at the
balance sheet date. Operating results for the year are
translated using average rates of exchange for the year. Gains
and losses on translation are recorded as a separate component
of equity and are included in other comprehensive income or
loss. Transactions in foreign currencies during the year are
remeasured at rates of exchange ruling on the dates of the
transactions. These gains and losses arising on remeasurement
are accounted for in the income statement. Exchange differences
arising on the translation of long-term structural loans to
subsidiary companies are recorded as other comprehensive income
or loss.

Assets and liabilities at the balance sheet date
of our subsidiaries expressed in currencies different to their
functional currencies, are remeasured at rates of exchange
ruling at the balance sheet date. The financial statements of
foreign entities that report in the currency of a
hyper-inflationary economy are restated in terms of the
measuring unit currency at the balance sheet date before they
are translated into United States dollars.

New Accounting Pronouncements

In June 1998, the Financial Accounting Standards
Board (the FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 133 Accounting for
Derivative Instruments and Hedging Activities
(SFAS 133). SFAS 133 establishes accounting and
reporting standards for derivative instruments, including
derivative instruments imbedded in other contracts and for
hedging activities. It requires that all derivatives be
recognized as either assets or liabilities in the balance sheet
at the fair value. SFAS 133 became effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000
as amended by SFAS No. 137 Accounting for Derivative
Instruments and Hedging Activities  Deferral of the
Effective Date of FASB No. 133 (SFAS 137) and
SFAS No. 138 Accounting for Certain Derivative
Instruments and Certain Hedging Activities  an
amendment of FASB Statement No. 133 (SFAS 138).
We adopted SFAS 133, SFAS 137 and SFAS 138 on
February 1, 2002 and their adoption did not have a material
impact on our financial position or results of operations.

In June 2001, the FASB issued two new
pronouncements: SFAS No. 141, Business
Combinations (SFAS 141), and SFAS No. 142,
Goodwill and Other Intangible Assets
(SFAS 142). SFAS 141 supercedes Accounting Principles
Board (APB) Opinion No. 16, Business
Combinations, and prohibits the use of the
pooling-of-interest method for business combinations initiated
after June 30, 2001 and applies to all business
combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS 142 supercedes APB
Opinion No. 17, Intangible Assets, and
prohibits the amortization of all goodwill related to business
combinations acquired after June 30, 2001. SFAS 142
also establishes a new method of testing goodwill for impairment
on an annual basis or on an interim basis if an event occurs or
circumstances change that would reduce the fair value of a
reporting unit below its carrying value. The adoption of
SFAS 142 will result in our discontinuation of amortization
of its goodwill; however, we will be required to test our
goodwill for impairment under SFAS 142 beginning in the
first quarter of fiscal 2003, which could have an adverse effect
on our future results of operations if an impairment occurs.
Consequently, we are currently

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evaluating the impact that the provisions of
SFAS 141 and SFAS 142 will have on our results of
operations and financial position.


In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations
(SFAS 143), and in August 2001, issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived
Assets (SFAS 144), which supercedes SFAS
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of.
SFAS 143 establishes accounting and reporting standards for
obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs. It
becomes effective for all fiscal quarters of fiscal years
beginning after June 15, 2002. SFAS 144 establishes
accounting and reporting standards for the impairment or
disposal of long-lived assets. This statement also expands the
scope of a discontinued operation to include a component of an
entity, and eliminates the current exemption to consolidation
when control over a subsidiary is likely to be temporary.
SFAS 144 becomes effective for all fiscal quarters of
fiscal years beginning after December 15, 2001. We are
currently evaluating the impact that the provisions of
SFAS 143 and SFAS 144 will have on our results of
operations and financial position.




Item
6.     Directors, Senior Management
and Employees

Directors and Senior Management

Our senior managers and directors are as follows:

|                        |  |     |    |          |  |                                                                                         
|----------------------- |  | --- | -- | -------- |  | ----------------------------------------------------------------------------------------
|Name                    |  | Age |    | Position
|                        |  |     |    |         
|Roger I. MacFarlane     |  |     | 57 |          |  | Chief Executive Officer and Director                                                    
|Peter Thorrington       |  |     | 56 |          |  | President, Chief Operating Officer and Director                                         
|Matthys J. Wessels      |  |     | 57 |          |  | Chairman of the Board of Directors, Chief
	Executive Officer African Region and Director
|Alan C. Draper          |  |     | 49 |          |  | Executive Vice President and President-Asia
	Pacific Region and Director                
|Lawrence R. Samuels     |  |     | 45 |          |  | Senior Vice President-Finance, Chief Financial
	Officer and Secretary                   
|Gene Ochi               |  |     | 52 |          |  | Senior Vice President-Marketing and Global Growth                                       
|Richard J. Anchan       |  |     | 54 |          |  | Senior Vice President-Global Processes and
	Predictable Performance                     
|Linda Bennett           |  |     | 51 |          |  | Senior Vice President and Chief Information
	Officer                                    
|John S. Hextall         |  |     | 45 |          |  | President  Europe, Middle East and
	North Africa Region                                
|Brian R. J. Dangerfield |  |     | 43 |          |  | Managing Director Northeast Asia and the
	Subcontinent Region                           
|Gordon C. Abbey         |  |     | 49 |          |  | Managing Director UTi Africa Region                                                     
|Walter R. Mapham        |  |     | 54 |          |  | Director Strategic Services                                                             
|Graham Somerville       |  |     | 47 |          |  | Managing Director Sun Couriers Division                                                 
|William H. Davidson     |  |     | 50 |          |  | Director                                                                                
|Leon J. Level           |  |     | 61 |          |  | Director                                                                                
|Allan M. Rosenzweig     |  |     | 47 |          |  | Director                                                                                
|J. Simon Stubbings      |  |     | 57 |          |  | Director                                                                                

Roger I. MacFarlanehas served as our Chief Executive
Officer since May 2000 and has been a director since our
formation in 1995. From 1995 to April 2000, Mr. MacFarlane
served as our Chief Executive Officer of the Americas Region and
was responsible for overseeing our operations in North and South
America. From 1993 to 1995, Mr. MacFarlane served as the
Chief Executive Officer of the Americas Division of one of our
predecessor corporations, and was responsible for overseeing its
operations in North and South America. From 1987 to 1993,
Mr. MacFarlane served in various executive capacities,
including Joint Chief Executive, for BAX Global, an
international freight forwarder and a subsidiary of The Pittston
Company, a New York Stock

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Exchange traded company. From 1983 to 1987,
Mr. MacFarlane served as a director and held various
executive positions, including Chief Executive Officer, for WTC
International N.V., an international freight forwarder and an
American Stock Exchange traded company. From 1976 to 1982,
Mr. MacFarlane co-founded and managed the operations of
Rand Freight (Proprietary) Limited, an international airfreight
company, until that company merged with WTC International N.V.
From 1970 to 1975, Mr. MacFarlane was the Managing Director
of the Airfreight Division of Rennies Consolidated Holdings.
Mr. MacFarlane received a Bachelor of Arts degree and an
L.L.B. degree from the University of Cape Town.


Peter Thorringtonhas served as our President and
Chief Operating Officer since May 2000 and has been a director
since our formation in 1995. From 1995 to April 2000,
Mr. Thorrington served as our Chief Executive Officer of
the European Region and was responsible for overseeing our
operations in Europe. From 1993 to 1995, Mr. Thorrington
served as the Chief Executive of the European Division of one of
our predecessor corporations, and was responsible for overseeing
its operations in Europe. From 1987 to 1993,
Mr. Thorrington served in various executive capacities,
including Joint Chief Executive of BAX Global. From 1983 to
1987, Mr. Thorrington served as a director and held various
executive positions, including President, for WTC International
N.V. From 1976 to 1982, Mr. Thorrington co-founded and
managed the operations of Rand Freight (Proprietary) Limited.
From 1972 to 1975, Mr. Thorrington was Managing Director of
the Project Division of Rennies Consolidated Holdings and became
a member of the board in 1975. Mr. Thorrington received a
Bachelor of Science degree from the University of Natal and an
M.B.A. from the University of Cape Town.

Matthys J. Wesselshas served as our Chairman of the
Board of Directors since January 1999 and has been our Chief
Executive Officer African Region and a director since our
formation in 1995. Mr. Wessels served as our Chief
Executive Officer from 1998 to April 2000. Since 1987,
Mr. Wessels has served as the Chairman for United Service
Technologies Limited, a publicly listed company in South Africa
and a substantial holder of our ordinary shares. From 1984 to
1987, Mr. Wessels served in various executive capacities
for WTC International N.V. When the South African interests of
WTC International N.V. were separated from its other operations
in 1987, Mr. Wessels continued as the Chief Executive
Officer of the South African operations until these operations
were combined with United Service Technologies Limited later
that year. From 1977 to 1987, Mr. Wessels co-founded and
managed the operations of Rand Freight (Proprietary) Limited.
From 1970 to 1977, Mr. Wessels served in various executive
capacities for Rennies Consolidated Holdings. Mr. Wessels
received a Bachelor of Science degree from the University of
Natal and an M.B.A. from the University of Cape Town.

Alan C. Draperhas served as our President-Asia
Pacific Region since January 1996, an Executive Vice President
since May 2000 and a director since our formation in 1995. From
1993 to 1996, Mr. Draper served as the Senior Vice
President Finance of one of our predecessor corporations. From
1990 to 1994, Mr. Draper served as the President of
Transtec Ocean Express Company, an international ocean freight
forwarding company, which was also one of our predecessors. From
1987 to 1990, Mr. Draper served as the Managing Director of
BAX Global (UK) and was responsible for activities in Europe.
From 1983 to 1987, Mr. Draper served in various executive
capacities for WTC International N.V. From 1979 to 1983,
Mr. Draper served in various executive capacities for Rand
Freight (Proprietary) Limited. Mr. Draper, as a Rhodes
Scholar, graduated with a Masters of Philosophy from Oxford
University and an Alpha Beta pass. Mr. Draper received a
Bachelor of Commerce degree from the University of Natal and is
a qualified chartered accountant in South Africa.

Lawrence R. Samuelshas served as our Senior Vice
President-Finance and Secretary since 1996 and Chief Financial
Officer since May 2000. Since 1989, Mr. Samuels has served
as the Secretary of United Service Technologies Limited, a
publicly listed company in South Africa and a substantial holder
of our ordinary shares. From 1993 to 1995, Mr. Samuels
served as the Financial Director of, and from 1987 to 1993 as
the Financial Manager of, Pyramid Freight (Proprietary) Ltd.,
one of our subsidiaries. From 1984 to 1987, Mr. Samuels
served as the Financial Manager of Sun Couriers, an express
courier operation in South Africa. From 1982 to 1984,
Mr. Samuels served as the Financial Manager for Adfreight
(Pty) Ltd., an express courier operation in South Africa, which
was merged into Sun Couriers in 1984. Mr. Samuels received
a Bachelor of

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Commerce degree from the University of the
Witwatersrand and is a qualified chartered accountant in South
Africa.


Gene Ochihas
served as our Senior Vice President-Marketing and Global Growth
since 1998. From 1993 to 1998, Mr. Ochi served as the
Regional Vice President, Western U.S.A., of Union-Transport
Corporation, one of our subsidiaries. From 1989 to 1992,
Mr. Ochi served as the Senior Vice President of Marketing
of BAX Global. From 1982 to 1989, Mr. Ochi served in
various executive capacities for Flying Tigers, a cargo airline.
From 1979 to 1982, Mr. Ochi served as the Vice President of
Marketing for WTC Air Freight. Mr. Ochi received a Bachelor
of Science degree from the University of Utah and an M.B.A. from
the University of Southern California.

Richard J. Anchanjoined us in 1999 and was
appointed as our Senior Vice President-Global Processes and
Predictable Performance in May 2000. From 1998 to 1999,
Mr. Anchan served as Executive Vice President, Strategic
Development for Pittsburgh Logistics Systems, Inc., a
third-party logistics business. From 1990 to 1997,
Mr. Anchan served as the Vice President of Menlo Logistics,
a third-party logistics business. Mr. Anchan received a
Bachelor of Arts degree and a Bachelor of Arts 
Education degree from Western Washington State University.

Linda Bennetthas served as our Senior Vice
President and Chief Information Officer since April 2000. From
August 1995 to February 2000, Ms. Bennett served as the
Director, Information Technology and later as the Vice
President, Information Technology for Pinkertons, Inc., a
security guard, consulting, investigation and security system
integration company. Ms. Bennett received a Bachelor of
Arts degree from Pepperdine University and an M.B.A. from the
Anderson School of Management at the University of California,
Los Angeles.

John S. Hextallhas served as our
President  Europe, Middle East and North Africa
Region since May 2001. From 2000 to 2001, Mr. Hextall
served as the Managing Director Atlantic Region. From 1997 to
2000, Mr. Hextall served as the Managing Director of Union
Air Transport Ltd, U.K., one of our subsidiaries. From 1993 to
1997, Mr. Hextall served as the Managing Director of
Union-Transport N.V., Belgium, one of our subsidiaries.
Mr. Hextall received both a Bachelor of Science and
Bachelor of Science in Commerce degrees from the University of
Aston.

Brian R. J. Dangerfieldhas served as our Managing
Director Northeast Asia and the Subcontinent Region since April
2000. From 1997 to 2000, Mr. Dangerfield served as the
Executive Vice President-Northeast Asia and Managing
Director-Hong Kong and China for Union-Transport Asia Pacific
Ltd., one of our subsidiaries. Mr. Dangerfield received a
Bachelor of Commerce degree from Auckland University.
Mr. Dangerfield is an associate chartered accountant in New
Zealand.

Gordon C. Abbeyhas served as our Managing
Director UTi Africa Region since 1994. Since 1982,
Mr. Abbey has served in various executive capacities for
several of our predecessors and subsidiaries.

Walter R. Maphamhas served as our Director
Strategic Services since May 2000 and served as Global Vice
President of Information Technology from 1996 to May 2000.
Mr. Mapham received a MSc Biometry degree from the
University of Natal and an M.B.A. from the University of Cape
Town.

Graham Somervillehas served as our Managing
Director Sun Couriers Division since January 2000. From 1986 to
1999, Mr. Somerville served as the Group Chief Executive of
Lifecare Company Holdings Limited, a healthcare provider in
South Africa. Mr. Somerville received a Bachelor of
Commerce degree and a Certificate in Theory of Accountancy from
the University of the Witwatersrand and is a qualified chartered
accountant in South Africa.

William H. Davidsonhas served as a director since
July 2001. Dr. Davidson served as a tenured Professor of
Management at the Marshall School of Business, University of
Southern California from 1985 to 1998. Dr. Davidson founded
MESA Research, a management consulting firm acquired by
Deloitte & Touche LLP in 1996. He had leadership
responsibilities in Deloitte & Touche LLPs telecom and
media management consulting practice from 1996 to 1998, and has
served as a partner in four venture capital funds, focusing on
emerging telecom and technology ventures. He serves on several
private company boards. Dr. Davidson

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earned an A.B. in economics, an M.B.A. and a
doctorate in business administration, all from Harvard
University.


Leon J. Levelhas served as a director since
February 2001 and he is a member of our audit and compensation
committees. He currently serves as chairman of our audit
committee. Mr. Level has been the Vice President, Chief
Financial Officer and a director of Computer Sciences
Corporation, a New York Stock Exchange listed company, since
1989. From 1986 to 1989, Mr. Level served as Vice President
and Treasurer for Unisys Corporation and Mr. Level also
served as Chairman of Unisys Finance Corporation. From 1981 to
1986, Mr. Level served as Vice President for Burroughs
Corporation. Prior to 1981, he served in a variety of financial
positions with the Bendix Corporation. Mr. Level is a
Certified Public Accountant and began his career at Deloitte
& Touche LLP, rising to the level of principal. He holds
both B.B.A. and M.B.A. degrees from the University of Michigan.

Allan M. Rosenzweighas served as a director since
October 2000 and he is a member of our audit and compensation
committees. Mr. Rosenzweig has been the Group
Director  Corporate Finance of MIH Limited, a Nasdaq
National Market System and Amsterdam Stock Exchange listed
company since 1996 and a director of MIH Limited since October
1997. Since November 1997, Mr. Rosenzweig has served as a
director of M-Web Holdings, a Johannesburg Stock Exchange listed
company. Since 1997, Mr. Rosenzweig has served as a
director of OpenTV, a Nasdaq National Market System and
Amsterdam Stock Exchange listed company. Mr. Rosenzweig also
serves as a director of Brait S.A., a company listed on the
London Stock Exchange, Luxembourg Stock Exchange and
Johannesburg Stock Exchange. Before joining MIH Limited in 1996,
Mr. Rosenzweig was the director of corporate finance of
NetHold. From 1986 to 1996, Mr. Rosenzweig was the managing
director of Intertax (Pty) Ltd., an international tax
consultancy firm. Mr. Rosenzweig received a B.A., L.L.B.
and H. Dip. Tax Law from the University of the Witwatersand in
Johannesburg. Mr. Rosenzweig resigned from the Board of
Directors of United Service Technologies Limited, one of our
principal shareholders, upon joining our board.

J. Simon Stubbingshas served as a director and a
member of our audit and compensation committees since January
1998. He currently serves as chairman of our compensation
committee. Since 1997, Mr. Stubbings has been self-employed
as a consultant providing legal services. Since August 1999,
Mr. Stubbings has served as a non-executive director of
Hitachi Credit (UK) PLC, a company listed on the London
Stock Exchange. From 1993 to 1997, Mr. Stubbings served as
the managing partner for Theodore Goddard, a law firm in London,
England. Mr. Stubbings received an Honors Degree in History and
Political Science from the University of Dublin.
Mr. Stubbings qualified as a solicitor in England and Wales
in 1972.

Compensation

The aggregate salary, bonus and other
compensation paid by us and our subsidiaries to our executive
directors and senior managers as a group during the fiscal year
ended January 31, 2002 was approximately $3.6 million.
Of this amount, approximately $0.9 million was paid to our
senior managers and executive directors in the form of bonus
payments based on an assessment of individual objectives and
results achieved. The aggregate amount set aside by us and our
subsidiaries to provide pension, retirement and similar benefits
to our executive directors and senior managers as a group during
the fiscal year ended January 31, 2002 was approximately
$165,000.

During fiscal 2002, options to purchase 20,000 of
our ordinary shares were granted to one of our senior managers.
The exercise price for these options was $12.49 per share and
the options expire in ten years or less from the date of grant.
During fiscal 2002, options to purchase 21,000 of our ordinary
shares were granted to our non-employee directors under our
Non-Employee Directors Share Option Plan. The exercise price for
these options was $15.92 per share and the options expire in ten
years or less from the date of grant.

Board Practices

Our Articles of Association provide for a
classified board composed of three classes of
directors with staggered terms. One class of directors is
elected at each annual meeting of shareholders
(members) and, once elected, directors in the class serve a
three-year term and until their respective successors are duly

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elected. Currently there are two Class
A directors, Mr. Draper and
Mr. Rosenzweig, whose terms expire at our 2004 annual
meeting; three Class B directors,
Mr. Thorrington, Mr. Stubbings and Mr. Level,
whose terms expire at our 2002 annual meeting; and three Class
C directors, Mr. MacFarlane, Mr. Wessels
and Dr. Davidson, whose terms expire at our 2003 annual
meeting.


Our non-employee directors do not have service
contracts with us providing for benefits upon the cessation of
their service. Each non-employee director is entitled to receive
an annual retainer of $30,000 plus meeting fees of $2,000 per
meeting for their service on our board. Non-employee directors
also receive grants of options under our Non-Employee Directors
Share Option Plan.

Audit Committee

Our audit committee operates pursuant to a formal
written audit committee charter, which was adopted by our board
of directors. The members of the audit committee include
Mr. Level, who chairs the committee, Mr. Rosenzweig
and Mr. Stubbings. The audit committee is charged with
overseeing our accounting and financial reporting policies,
practices and internal controls. The committee reviews
significant financial and accounting issues and the services
performed by and the reports of, our independent auditors and
makes recommendations to our board of directors with respect to
these and related matters.

Compensation Committee

Our compensation committee is responsible for
making determinations regarding salaries, bonuses, option grants
and other compensation for the companys officers and key
employees. The members of the compensation committee include
Mr. Level, Mr. Rosenzweig and Mr. Stubbings, who
chairs the committee.

Employment Agreements

Our executive directors serve at the pleasure of
the board of directors, subject to the terms of any written
agreements. In September 2000, we approved employment agreements
with Mr. Wessels, Mr. MacFarlane, Mr. Thorrington
and Mr. Draper. Under the agreements, each executive agrees
to serve as one of our executives and in the other positions
which we may reasonably request. The agreements have
substantially similar terms except that the annual compensation
under the agreements for each executive is different and
Mr. Wessels and Mr. Draper each receive an automobile
allowance. Commencing February 1, 2001 and on each
February 1 thereafter, the employment term under each
agreement automatically extends for one additional year. Under
the agreements, the executives are entitled to a minimum of
twelve months severance in the event we terminate their
employment without cause or they resign for good reason. For a
period of one year following a change of control, the executives
are entitled to 24 months severance if they are terminated
without cause or they resign for good reason. In addition, if
each executive is still employed by us after the one-year
anniversary of a change of control, they are entitled to
voluntarily resign and receive 24 months salary as
severance. The agreements also contain nondisclosure and
nonsolicitation provisions.

In letter agreements, we offered each of our
senior managers six months salary as severance in the event we
terminate their employment without cause. The agreements also
provide the senior managers 12 months salary as severance
in the event they are terminated without cause or resign for
good reason at any time during the six-month period following a
change of control. For the purpose of these agreements, good
reason includes a reduction in the individuals salary or a
material reduction in their position, authority, duties or
responsibilities. In exchange for the separation benefits
provided in the agreements, the senior manager agrees to
maintain our confidential information and not to solicit or
recruit our employees or customers for a period of one year from
the cessation of employment.

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Employees

At January 31, 2002, 2001 and 2000, we
employed a total of 6,948, 6,735 and 5,604 persons,
respectively. A breakdown of our employees by region for the
last three fiscal years is as follows:

|             |  |                   |       |      |  |      |       |  |  |  |       | 
|------------ |  | ----------------- | ----- | ---- |  | ---- | ----- |  |  |  | ----- | 
|             |  |                  
|             |  | As of January 31,
|             |  |                  
|             |  | 2002              |       | 2001 |  | 2000
|             |  |                   |       |      |  |     
|Europe       |  |                   | 1,333 |      |  |      | 1,146 |  |  |  | 796   | 
|Americas     |  |                   | 1,252 |      |  |      | 1,335 |  |  |  | 1,040 | 
|Asia Pacific |  |                   | 1,364 |      |  |      | 1,097 |  |  |  | 852   | 
|Africa       |  |                   | 2,948 |      |  |      | 3,114 |  |  |  | 2,892 | 
|Corporate    |  |                   | 51    |      |  |      | 43    |  |  |  | 24    | 
|             |  |                   |       |      |  |      |       |  |  |  |       | 
|Total        |  |                   | 6,948 |      |  |      | 6,735 |  |  |  | 5,604 | 
|             |  |                   |       |      |  |      |       |  |  |  |       | 

Approximately 1,020 of our employees are subject
to collective bargaining arrangements in several countries,
including South Africa and the Netherlands. We believe our
employee relations to be generally good.

Share Ownership

2000 Stock
Option Plan

Our 2000 Stock Option Plan provides for the
issuance of options to purchase ordinary shares to our
directors, executives, employees and consultants. This plan
allows for the grant of incentive and non-qualified stock
options. 2,359,109 shares are reserved for issuance under the
plan, subject to adjustments.

The exercise price of an incentive stock option
cannot be less than 100% of the fair market value of an ordinary
share on the grant date, and the exercise price in case of any
non-statutory stock option shall not be less than 85% of the
fair market value on the grant date. No person who owns more
than 10% of the total combined voting power of our stock may
receive incentive stock options unless the exercise price is at
least 110% of the fair market value of a share on the grant
date. All options issued under the plan have terms of ten years
or less. The 2000 Stock Option Plan terminates on March 7,
2010. As of April 30, 2002, options to purchase 1,473,761
ordinary shares with option exercise prices ranging from $12.49
to $18.13 per share have been granted under the plan. Options
granted under this plan expire in ten years or less from the
date of grant.

Non-Employee
Directors Share Option Plan

Our Non-Employee Directors Share Option Plan
provides that we shall grant options to purchase our ordinary
shares to each of our non-employee directors. Under this plan,
Mr. Stubbings received an initial grant of options to
purchase 3,000 shares, and Dr. Davidson, Mr. Level and
Mr. Rosensweig each received an initial grant of options to
purchase 15,000 shares when they joined our board. Outstanding
options granted under the plan have exercise prices of $15.92 to
$17.25 per share. As new non-employee directors are added to our
board, they will each receive on the day they join the board an
initial grant of options to purchase 15,000 ordinary shares. The
plan also provides that each non-employee director is to receive
options to purchase 3,000 ordinary shares on the date of each of
our annual meetings, excluding the annual meeting in the year
the director joined the board. A total of 400,000 shares have
been reserved for the issuance of options under this plan,
subject to adjustment in the event of specific types of changes
in our capitalization.

Options granted under the plan vest in three
annual increments, beginning one year from the grant date. The
option exercise price is equal to the fair market value of the
underlying ordinary shares as of the grant date. Options granted
under the plan expire 10 years from the grant date unless
terminated earlier as provided for in the plan.

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2000 Employee
Share Purchase Plan

Our 2000 Employee Share Purchase Plan provides
our employees (including employees of selected subsidiaries
where permitted under local law) with an opportunity to purchase
our ordinary shares through accumulated payroll deductions. A
total of 400,000 shares are reserved for issuance under this
plan, subject to adjustments as provided for in the plan.

Employees in selected subsidiaries who have
worked for us for a year or more are eligible to participate in
the plan. Eligible employees become plan participants by
completing subscription agreements authorizing payroll
deductions which are used to purchase shares. The plan is
administered in quarterly offering periods. The purchase price
for shares purchased under this plan shall be the lower of 85%
of the fair market value of our ordinary shares on either the
first day or the last day of each quarterly offering period.

Share
Incentive Trusts

As of January 31, 2002, a total of 457,412
of our issued and outstanding ordinary shares were held in two
Guernsey Island trusts created to facilitate share ownership by
our executives, employees and directors. One trust was
established in 1997 pursuant to our Union-Transport Share
Incentive Plan for the benefit of plan participants which
include officers, employees and non-executive directors of the
company and its subsidiaries. Under this share incentive plan,
plan participants were given the right to purchase from the
trust ordinary shares at $9.69 per share, but the purchase price
of the shares is not payable immediately. As of January 31,
2002, one director had the right to purchase 6,554 ordinary
shares, which vest over time, at a purchase price of $9.69 under
the share incentive plan. Shares are registered in the name of
the participants and are pledged in favor of the trust as
security for payment of the obligation to purchase the shares.
The other trust was established in 1994 pursuant to our
Executive Share Plan for the benefit of our directors and
officers. Under the Executive Share Plan, participants are
granted options to purchase shares, which options expire if not
exercised by the seventh anniversary of the date of grant.
Options granted under the Executive Share Plan have exercise
prices between $1.99 and $3.87 per share. Subject to applicable
requirements, participants in both plans currently have rights
which vest over time to acquire a total of 211,083 shares from
these two trusts.

Detailed descriptions of the 2000 Stock Option
Plan, Non-Employee Directors Share Option Plan, 2000 Employee
Share Purchase Plan and the share incentive trusts are contained
in Note 7 to our consolidated financial statements.

Information regarding the share ownership of our
directors and senior managers is contained in Item 7.
Major Shareholders and Related Party Transactions,
following.

As of January 31, 2002, our directors and
senior managers held the following options to purchase our
ordinary shares pursuant to our 2000 Stock Option Plan,
Non-Employee Directors Share Option Plan and Executive Share
Plan:

|               |       |           |  |                 |         |  |  |  |                | 
|-------------- | ----- | --------- |  | --------------- | ------- |  |  |  | -------------- | 
|               |       | Number    |  |                
|Exercise price |       | of shares |  | Expiration date
|               |       |           |  |                
|$              | 3.87  |           |  |                 | 10,334  |  |  |  | November 2003  | 
|               | 3.87  |           |  |                 | 5,167   |  |  |  | January 2004   | 
|               | 12.49 |           |  |                 | 20,000  |  |  |  | October 2011   | 
|               | 12.97 |           |  |                 | 671,690 |  |  |  | April 2010     | 
|               | 15.92 |           |  |                 | 21,000  |  |  |  | June 2011      | 
|               | 16.40 |           |  |                 | 130,062 |  |  |  | September 2010 | 
|               | 16.40 |           |  |                 | 18,000  |  |  |  | October 2010   | 
|               | 17.25 |           |  |                 | 15,000  |  |  |  | January 2011   | 
|               | 18.13 |           |  |                 | 3,350   |  |  |  | December 2010  | 

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Item 7.     Major
Shareholders and Related Party Transactions

Major Shareholders

The following table sets forth specified
information with respect to the beneficial ownership of our
ordinary shares as of May 6, 2002 by each person (or group
of affiliated persons) who is known by us to beneficially own 5%
or more of our outstanding ordinary shares, each of our
directors, each of our senior managers, and all of our directors
and senior managers as a group.

|                                                              |  |              |           |         |  |  |      | 
|------------------------------------------------------------- |  | ------------ | --------- | ------- |  |  | ---- | 
|                                                              |  |             
|                                                              |  | Ownership(1)
|                                                              |  |             
|Identity of Person or Company                                 |  | Number       |           | Percent
|                                                              |  |              |           |        
|United Service Technologies Limited(2)                        |  |              | 9,269,345 |         |  |  | 36.1 | 
|Union-Transport Holdings Inc.(3)                              |  |              | 1,813,225 |         |  |  | 7.1  | 
|PTR Holdings Inc.(4)                                          |  |              | 4,218,589 |         |  |  | 16.4 | 
|Old Mutual plc and its affiliates(5)                          |  |              | 1,487,370 |         |  |  | 5.8  | 
|T. Rowe Price Associates, Inc.(6)                             |  |              | 2,608,900 |         |  |  | 10.2 | 
|Matthys J. Wessels(7)                                         |  |              | 2,940,616 |         |  |  | 11.4 | 
|Roger I. MacFarlane(8)                                        |  |              | 988,763   |         |  |  | 3.8  | 
|Peter Thorrington(9)                                          |  |              | 988,763   |         |  |  | 3.8  | 
|Alan C. Draper(10)                                            |  |              | 804,525   |         |  |  | 3.1  | 
|Lawrence R. Samuels                                           |  |              | *         |         |  |  | *    | 
|Gene Ochi                                                     |  |              | *         |         |  |  | *    | 
|Richard J. Anchan                                             |  |              | *         |         |  |  | *    | 
|Linda Bennett                                                 |  |              | *         |         |  |  | *    | 
|John S. Hextall                                               |  |              | *         |         |  |  | *    | 
|Brian R. J. Dangerfield                                       |  |              | *         |         |  |  | *    | 
|Gordon C. Abbey                                               |  |              | *         |         |  |  | *    | 
|Walter R. Mapham                                              |  |              | *         |         |  |  | *    | 
|Graham Somerville                                             |  |              | *         |         |  |  | *    | 
|William H. Davidson                                           |  |              | *         |         |  |  | *    | 
|Leon J. Level                                                 |  |              | *         |         |  |  | *    | 
|Allan M. Rosenzweig                                           |  |              | *         |         |  |  | *    | 
|J. Simon Stubbings                                            |  |              | *         |         |  |  | *    | 
|Directors and senior managers as a group
    (17 persons)(11) |  |              | 6,069,677 |         |  |  | 23.3 | 



---



|  |                                 
|- | --------------------------------
|* | Indicates less than one percent.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | More than one person may be deemed to be a
    beneficial owner of the same securities as determined in
    accordance with the rules of the SEC. The information is not
    necessarily indicative of beneficial ownership for any other
    purpose.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   
|(2) | Based on a Schedule 13G filed with the
    Securities and Exchange Commission on February 14, 2001,
    United Service Technologies Limited, a British Virgin Islands
    company, is the registered holder of the shares indicated in the
    above table. PTR Holdings Inc., a British Virgin Islands company
    (which we refer to as PTR Holdings), owns approximately 39% of
    United Service Technologies Limited, but disclaims beneficial
    ownership of any of our ordinary shares held by United Service
    Technologies Limited. Mr. Wessels is the Chairman of the Board
    of United Service Technologies Limited, but disclaims beneficial
    ownership of any of our ordinary shares held by United Service
    Technologies Limited.
|   
|(3) | Union-Transport Holdings Inc., a British Virgin
    Islands company (which we refer to as UT Holdings), is the
    registered holder of the shares indicated in the above table.
    PTR Holdings is the owner of 56% of the securities of UT
    Holdings and each of Messrs. MacFarlane and Thorrington is
    the owner of 11% of                                                                                                                                                                                                                                                                                                                                                                                                                        

35



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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | the securities of UT Holdings. Two irrevocable
	trusts formed under the laws of California, one established for
	the dependents of each of Messrs. MacFarlane and
	Thorrington, are each the owners of 11% of the outstanding
	securities of UT Holdings. The independent trustees of such
	trusts have the power to make decisions with regard to their UT
	Holdings securities. Pursuant to separate voting agreements
	between UT Holdings and its shareholders, UT Holdings agreed to
	vote the UTi ordinary shares held by it as directed by its
	shareholders in proportion to their interests in UT Holdings as
	follows:

|                                  |  |                  |           | 
|--------------------------------- |  | ---------------- | --------- | 
|Shareholder                       |  | Number of Shares
|                                  |  |                 
|PTR Holdings                      |  |                  | 1,015,405 | 
|Mr. MacFarlane                    |  |                  | 199,455   | 
|Mr. Thorrington                   |  |                  | 199,455   | 
|Trust for MacFarlane descendants  |  |                  | 199,455   | 
|Trust for Thorrington descendants |  |                  | 199,455   | 



| |                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Mr. MacFarlane and Mr. Thorrington
	disclaim beneficial ownership of the UTi ordinary shares held by
	UT Holdings to the extent such holdings exceed the number of
	ordinary shares that may be indirectly voted by them.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(4) | Listed in the above table are the 2,405,364
	ordinary shares registered in the name of PTR Holdings and the
	1,813,225 ordinary shares registered in the name of UT Holdings.
	PTR Holdings is indirectly owned by holding companies indirectly
	controlled by Mr. Wessels, Mr. MacFarlane and
	Mr. Thorrington and by the Anubis Trust, a Guernsey Islands
	trust. Under a 2000 voting arrangement, the trust has the power
	to vote a majority of the outstanding shares of PTR Holdings
	although it disclaims beneficial ownership of the shares held by
	PTR Holdings. Pursuant to separate voting agreements between PTR
	Holdings and its shareholders, PTR Holdings agreed to vote the
	UTi ordinary shares held directly by PTR Holdings and the UTi
	ordinary shares held by UT Holdings which PTR Holdings may vote,
	as directed by the shareholders of PTR Holdings in proportion to
	their interests in PTR Holdings. The voting rights of the Anubis
	Trust under its agreement with PTR Holdings were assigned to
	Mr. Wessels. Accordingly, the indirect shareholders of PTR
	Holdings have the voting power (but not investment or
	dispositive power) over the following UTi ordinary shares:

|                |  |                  |           | 
|--------------- |  | ---------------- | --------- | 
|Shareholder     |  | Number of Shares
|                |  |                 
|Mr. MacFarlane  |  |                  | 740,160   | 
|Mr. Thorrington |  |                  | 740,160   | 
|Mr. Wessels     |  |                  | 1,940,449 | 



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | PTR Holdings disclaims beneficial ownership of
	the UTi ordinary shares held by UT Holdings. Each of
	Mr. MacFarlane, Mr. Thorrington and Mr. Wessels
	disclaim beneficial ownership of the UTi ordinary shares held by
	PTR Holdings to the extent such holdings exceed the number of
	shares that may be indirectly voted by them. In addition,
	Mr. Wessels disclaims beneficial ownership of the UTi
	ordinary shares which he is entitled to vote by reason of the
	assignment by the Anubis Trust of its rights under the voting
	agreements mentioned above.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(5) | Based on an amendment to Schedule 13G filed
	with the Securities and Exchange Commission on March 14,
	2002, Old Mutual plc has sole voting power over 180,000 of
	such shares and shared voting power over 1,307,370 of such
	shares. Old Mutual plc has sole dispositive power over 181,390
	of such shares and shared dispositive power over 1,305,980 of
	such ordinary shares. Old Mutual Life Assurance Society (South
	Africa) Ltd. holds 1,305,980 of such shares, but Old Mutual
	Asset Managers (South Africa) Ltd. (Asset Managers),
	has the shared right to vote and dispose of such 1,305,980
	shares. Old Mutual plc is an international financial
	services group based in London.
|   
|(6) | Based on an amendment to Schedule 13G filed
	with the Securities and Exchange Commission on March 7,
	2002, by T. Rowe Price Associates, Inc. (Price
	Associates). These securities are owned by various
	individual and institutional investors which Price Associates
	serves as investment adviser with power to direct investments
	and/or sole power to vote the securities. For purposes of the
	reporting                                                                                                                                                                                                                                                                                  

36



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| |                                                                                                                                                                                                                                                     
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | requirements of the Securities Exchange Act of
    1934, Price Associates is deemed to be a beneficial owner of
    such securities; however, Price Associates expressly disclaims
    that it is, in fact, the beneficial owner of such securities.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(7) | Includes the UTi ordinary shares registered in
    the name of a holding company indirectly controlled by
    Mr. Wessels. Also includes the UTi ordinary shares which
    Mr. Wessels has the power to vote pursuant to the voting
    agreements described in footnotes (3) and (4) above and
    49,148 shares subject to options exercisable within
    60 days of May 6, 2002.                                                                   
|   
|(8) | Includes the UTi ordinary shares which
    Mr. MacFarlane has the power to vote pursuant to the voting
    agreements described in footnotes (3) and (4) above and
    49,148 shares subject to options exercisable within
    60 days of May 6, 2002. Excludes 199,455 shares
    which may be voted by the irrevocable trust established for
    Mr. MacFarlanes dependents as Mr. MacFarlane
    disclaims beneficial ownership of such shares.   
|   
|(9) | Includes the UTi ordinary shares which
    Mr. Thorrington has the power to vote pursuant to the
    voting agreements described in footnotes (3) and (4) above
    and 49,148 shares subject to options exercisable within
    60 days of May 6, 2002. Excludes 199,455 shares
    which may be voted by the irrevocable trust established for
    Mr. Thorringtons dependents as Mr. Thorrington
    disclaims beneficial ownership of such shares.



|     |                                                                                                                                                                                                                                                                                                                               
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 81,914 shares subject to options
    exercisable within 60 days of May 6, 2002.                                                                                                                                                                                                                                      
|    
|(11) | Includes 393,750 shares subject to options
    exercisable within 60 days of May 6, 2002. In
    addition, this number also includes the UTi ordinary shares over
    which Messrs. Wessels, MacFarlane and Thorrington have
    voting power by virtue of the voting agreements described in
    footnotes (3) and (4) above.

All of our ordinary shares have identical voting
rights. To our knowledge, the only significant change in the
percentage ownership held by our principal shareholders in the
past three years has been as a result of the issuance by us of
our ordinary shares in connection with our U.S. public offering
and related transactions which occurred in November 2000, the
acquisition by Price Associates of the shares indicated in the
above table, and the voting agreements described in the
footnotes to the above table.

Related Party Transactions

We have credit facilities with Nedcor Bank
Limited, a direct subsidiary of Old Mutual plc. Old Mutual plc
is one of our principal shareholders. As of January 31,
2002, there were no outstanding balances under these credit
facilities. During the year ended January 31, 2002, the
largest amount outstanding under these facilities was
$12.1 million. The interest rates available to us at
January 31, 2002 on these facilities were 5.5% and 14.0%.
We believe that such loans were made to us in the ordinary
course of business on substantially the same terms, including
interest rate and collateral, as those prevailing at the time
for comparable transactions.

In 1998, we advanced $538,000 on behalf of United
Service Technologies Limited, one of our principal shareholders.
$500,000 of this advance was repaid shortly after
January 31, 1999 and the balance was repaid during June
2000, along with interest at an annual rate of 6%.

In December 1999, we borrowed $500,000 on a
short-term basis from United Service Technologies Limited, one
of our principal shareholders. This loan was repaid in June
2000, including interest at an annualized rate of 6%.

Effective February 1, 1999, we acquired
Unitrans Do Brasil Limitada, our agent in Brazil. An interest in
this agent was indirectly owned by Mr. MacFarlane,
Mr. Wessels, Mr. Thorrington and Mr. Draper.
Prior to the acquisition, we conducted business with the agent
on the same terms and conditions as all of our other independent
agents. The purchase price for this company was
$6.7 million and this acquisition was accounted for using
the purchase method of accounting.

37



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##### Table of Contents






Item
8.     Financial
Information

Consolidated Statements and Other Financial
Information

Our consolidated financial statements, along with
the independent auditors report thereon, are attached to
this report beginning on page F-1.

Due to the nature of our business, primarily
international freight forwarding, substantially all of our
airfreight and ocean freight net revenues are considered as
export sales, representing approximately 66% of our net revenues.

Legal or Arbitration Proceedings

From time to time, we are a defendant or
plaintiff in various legal proceedings, including litigation
arising in the ordinary course of our business. To date, none of
these types of litigation has had a material effect on us and,
as of the date of this annual report, we are not a party to any
material litigation except as described below.

We are involved in litigation in Italy and
England with the former ultimate owner of Per Transport SpA and
related entities in connection with our April 1998 acquisition
of Per Transport SpA and our subsequent termination of the
employment of the former ultimate owner as a consultant. The
suits seek monetary damages, including compensation for
termination of the owners consulting agreement. We have
brought counter-claims for monetary damages in relation to
warranty claims under the purchase agreement. We have recently
been advised that proceedings to recover amounts owing by the
former ultimate owner and other entities owned by him, to third
parties may be instituted against us. It is alleged that Per
Transport SpA guaranteed certain obligations of these other
entities owned by the former ultimate owner. We believe that
these guarantees are the responsibility of the former ultimate
owner. These guarantees were made prior to our acquisition, were
not disclosed to us during our acquisition negotiations nor were
they disclosed in the audited statutory financial statements of
Per Transport SpA. Civil and criminal proceedings have also been
instituted against the former ultimate owner in relation to
these guarantees. The total of all such actual and potential
claims is approximately $11 million. We believe that we
have adequate defenses in relation to these claims if these
proceedings are brought against us.

We are one of seven defendants named in a lawsuit
filed on July 30, 2001 in the United States Bankruptcy
Court for the Southern District of New York. The plaintiff, the
committee of unsecured creditors of FMI Forwarding (formerly
known as Intermaritime Forwarding), alleges under a theory of
fraudulent conveyance that we paid inadequate consideration for
certain assets of Intermaritime Forwarding and also alleges that
we are liable for debts of FMI Forwarding on a successor
liability theory. The plaintiff seeks recovery in an amount not
less than $4.6 million.

We are one of approximately 83 defendants named
in two class action lawsuits which were originally filed on
September 19, 1995 and subsequently consolidated in the
District Court of Brazaria County, Texas (23rd Judicial
District) where it is alleged that various defendants sold
chemicals that were utilized in the Gulf War by the Iraqi army
which caused personal injuries to U.S. armed services personnel
and their families, including birth defects. The lawsuits were
brought on behalf of the military personnel who served in the
Gulf War and their families and the plaintiffs are seeking in
excess of $1 billion in damages. To date, the plaintiffs
have not obtained class certification. We believe we are a
defendant in the suit because an entity that sold us assets in
1993 is a defendant. We believe we will prevail in this matter
because the alleged actions giving rise to the claims occurred
prior to our purchase of the assets. We further believe that we
will ultimately prevail in this matter since we never
manufactured chemicals and the plaintiffs have been unable to
thus far produce evidence that we acted as a freight forwarder
for cargo that included chemicals used by the Iraqi army.

Dividend Policy

On April 3, 2002, an annual regular cash
dividend was declared by the board of directors in the amount of
$0.075 per ordinary share payable to shareholders of record of
April 30, 2002, payable May 15, 2002. During the 2002
fiscal year, we also paid an annual regular cash dividend of
$0.075 per ordinary share. Historically, our board of directors
has considered the declaration of dividends on an annual basis.
Any future

38



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##### Table of Contents



determination to pay cash dividends to our
shareholders will be at the discretion of our board of directors
and will depend upon our financial condition, operating results,
capital requirements, restrictions contained in our agreements,
legal requirements and other factors which our board of
directors deems relevant. We intend to reinvest a substantial
portion of our earnings in the development of our business and
no assurance can be given that dividends will be paid to our
shareholders in the future.


Significant Changes

As of the date of this report, there have been no
significant changes in our operating results, our financial
position or our cash flows since January 31, 2002.




Item 9.     The
Offer and Listing

Price Range of our Ordinary Shares

Our ordinary shares began trading in November
2000 on the Nasdaq National Market System. The high and low
market prices for our ordinary shares are as follows:

|                              |                  |      |   |       |  |  |   |       | 
|----------------------------- | ---------------- | ---- | - | ----- |  |  | - | ----- | 
|                              |                  | High |   | Low  
|                              |                  |      |   |      
|Year Ending January 31, 2003: |                  |      |   |       |  |  |   |      
|                              | April 1-25, 2002 |      | $ | 20.60 |  |  | $ | 16.96 | 
|                              | March 2002       |      |   | 20.20 |  |  |   | 17.00 | 
|                              | February 2002    |      |   | 17.49 |  |  |   | 16.31 | 
|Year Ended January 31, 2002:  |                  |      |   |       |  |  |   |      
|                              | January 2002     |      |   | 19.24 |  |  |   | 16.33 | 
|                              | December 2001    |      |   | 19.57 |  |  |   | 14.47 | 
|                              | November 2001    |      |   | 14.85 |  |  |   | 12.68 | 
|                              | 3rd Quarter      |      |   | 18.20 |  |  |   | 11.16 | 
|                              | 2nd Quarter      |      |   | 20.00 |  |  |   | 14.85 | 
|                              | 1st Quarter      |      |   | 17.50 |  |  |   | 14.81 | 
|Year Ended January 31, 2001:  |                  |      |   |       |  |  |   |      
|                              | 4th Quarter      |      |   | 20.13 |  |  |   | 14.75 | 

Prior to our listing on the Nasdaq National
Market System in the United States, our ordinary shares were
traded on the Luxembourg Stock Exchange beginning in 1997. We
delisted our shares from the Luxembourg Stock Exchange effective
October 27, 2000. Prices for our ordinary shares were
quoted on the Luxembourg Stock Exchange in United States
dollars. The following table sets forth the high and low sales
prices of our ordinary shares on the Luxembourg Stock Exchange
for the periods indicated (in US$):

|                             |                                      |      |       |       |  |  |       |       | 
|---------------------------- | ------------------------------------ | ---- | ----- | ----- |  |  | ----- | ----- | 
|                             |                                      | High |       | Low  
|                             |                                      |      |       |      
|Year Ended January 31, 2001: |                                      |      |       |       |  |  |       |      
|                             | 1st Quarter                          |      | $     | 19.08 |  |  | $     | 12.21 | 
|                             | 2nd Quarter                          |      |       | 27.85 |  |  |       | 17.17 | 
|                             | 3rd Quarter through October 27, 2000 |      |       | 22.89 |  |  |       | 19.08 | 
|Year Ended January 31, 2000  |                                      |      | 16.79 |       |  |  | 10.68 |      
|Year Ended January 31, 1999  |                                      |      | 21.94 |       |  |  | 13.89 |      
|Year Ended January 31, 1998  |                                      |      | 17.55 |       |  |  | 16.02 |      

39



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##### Table of Contents



Markets

Our ordinary shares are listed on the Nasdaq
National Market System under the symbol, UTIW.




Item
10.     Additional
Information

Memorandum and Articles of
Association

Our Registered Agent is Midocean Management and
Trust Services (BVI) Limited, 9 Columbus Centre,
Pelican Drive, Road Town, Tortola, British Virgin Islands. Under
our Memorandum of Association, the object of the company is to
engage in any act or activity that is not prohibited under any
law for the time being in force in the British Virgin Islands.

A director may vote in respect of any proposal,
contract or arrangement in which the director is materially
interested. The remuneration of directors is determined by the
company by ordinary resolution. There is no retirement age limit
for our directors and our directors are not required to own any
of our shares to serve as directors.

Our Memorandum and Articles of Association
authorize the issuance of up to 500,000,000 ordinary shares of
no par value and 100,000,000 preference shares of no par value
of which 50,000,000 have been designated as Class A
Preference Shares and 50,000,000 have been designated as
Class B Preference Shares. For a description of the rights,
preferences and restrictions attaching to our ordinary and
preference shares and of what actions are necessary to change
the rights of holders of such shares, please see the following
sections in our Registration Statement on Form F-1 (File
No. 333-47616): Description of Capital
Stock  General, Ordinary Shares, Preference Shares,
Anti-Takeover Matters.

Annual meetings of our shareholders for election
of directors and for such other business as may come before such
meetings are held each year at such date and time as determined
by our board of directors. Written notice of an annual meeting
is given to our shareholders whose names appear in our share
registry on the date of the notice. Only such shareholders are
entitled to vote at the annual meeting. For a description of the
conditions governing the manner in which extraordinary general
meetings of our shareholders may be called please see the
following section in our Registration Statement on Form F-1
(File No. 333-47616): Description of Capital
Stock  Anti-Takeover Matters.

There are no limitations on the rights to own
securities, including the rights of non-resident or foreign
shareholders to hold or exercise voting rights on the securities.

For a description of those provisions in our
Memorandum and Articles of Association that would have the
effect of delaying, deferring or preventing a change in control
of the company or that would operate only with respect to a
merger, acquisition or corporate restructuring involving our
company (or any of our subsidiaries), please see the following
section in our Registration Statement on Form F-1 (File
No. 333-47616): Description of Capital
Stock  Anti-Takeover Matters.

There are no provisions in our Memorandum and
Articles of Association governing the ownership threshold above
which shareholder ownership must be disclosed.

Material Contracts

Pursuant to a registration rights agreement, PTR
Holdings Inc. and Union-Transport Holdings Inc. are entitled to
rights with respect to the registration of their shares under
the Securities Act of 1933, (the Securities Act).
Under these registration rights, in the event we elect to
register any of our ordinary shares for specified purposes, the
holders of the shares are entitled to include their ordinary
shares in the registration. Such holders are also entitled to
demand registration rights pursuant to which they may require us
to file a registration statement under the Securities Act with
respect to their ordinary shares. All expenses in connection
with any registration, other than the underwriting discount and
commission, will be paid by us.

40



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##### Table of Contents



Exchange Controls

There are currently no British Virgin Islands
laws or regulations restricting the import or export of capital
or affecting the payment of dividends or other distributions to
shareholders who are non-residents of the British Virgin Islands.

Some of our subsidiaries may be subject from time
to time to exchange control laws and regulations that may limit
or restrict the payment of dividends or distributions or other
transfers of funds by those subsidiaries to our company.

Taxation

United States
Federal Income Tax Consequences

General

This section summarizes the material United
States federal income tax consequences to holders of our
ordinary shares as of the date of this report. The summary
applies to you only if you hold our ordinary shares as a capital
asset for tax purposes (that is, for investment purposes). The
summary does not cover state, local or foreign law. In addition,
this summary does not apply to you if you are a member of a
class of holders subject to special rules, such as:



| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                  

The discussion is based on current law. Changes
in the law may alter the tax treatment of our ordinary shares,
possibly on a retroactive basis. The discussion also assumes
that we will not be classified as a controlled foreign
corporation under U.S. law.

The discussion does not cover tax consequences
that depend upon your particular tax circumstances. We recommend
that you consult your tax advisor about the consequences of
holding our ordinary shares in your particular situation.

For purposes of the discussion below, you are a
U.S. holder if you are a beneficial owner of our
ordinary shares who or which is:



| |   |                                                                                                                                                                                                  
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 world-wide income is subject to
	U.S. federal income tax; or                                                                                                                     
|
| |  | a trust if (1) a U.S. court is able to
	exercise primary supervision over its administration and
	(2) one or more U.S. persons have authority to control all
	substantial decisions of the trust.

41



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##### Table of Contents



If you are not a U.S. holder, you are a
Non-U.S. holder and the discussion below titled
Tax Consequences to Non-U.S. Holders will apply to
you.

If a partnership holds our ordinary shares, the
tax treatment of a partner will generally depend upon the status
of the partner and upon the activities of the partnership. If
you are a partner of a partnership holding ordinary shares, you
should consult your tax advisor.

Tax
Consequences to U.S. Holders

Distributions

If we make any distributions on our ordinary
shares, the gross amount of any such distribution (other than in
liquidation) that you receive with respect to our ordinary
shares generally will be taxed to you as a dividend (i.e.,
ordinary income) to the extent such distribution does not exceed
our current or accumulated earnings and profits, as calculated
for U.S. federal income tax purposes. To the extent any
distribution exceeds our earnings and profits, as calculated for
U.S. federal income tax purposes, the distribution will first be
treated as a tax-free return of capital to the extent of your
adjusted tax basis in our ordinary shares and will be applied
against and reduce such basis on a dollar-for-dollar basis
(thereby increasing the amount of gain and decreasing the amount
of loss recognized on a subsequent disposition of such common
stock). To the extent that such distribution exceeds your
adjusted tax basis, the distribution will be taxed as gain
recognized on a sale or exchange of our ordinary shares. See
Sale or Other Disposition of our Ordinary Shares,
below. Because we are not a U.S. corporation, dividends paid by
us to corporations are not eligible for the dividends-received
deduction. A U.S. holder will not be eligible to claim a foreign
tax credit against its U.S. federal income tax liability for
foreign taxes paid by us unless it is a U.S. corporation owning
10 percent or more of our voting stock. Dividends paid with
respect to our ordinary shares will generally be treated as
foreign source passive income or, in the case of
some types of U.S. holders, financial services
income, for purposes of computing allowable foreign tax
credits for U.S. foreign tax credit purposes.

Sale
or Other Disposition of our Ordinary Shares

In connection with the sale or other taxable
disposition of our ordinary shares:



| |   |                                                                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you will recognize 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 United States 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.
|
| |  | your ability to deduct capital losses is subject
	to limitations.                                                                                                                                                                                                                                                                                                

Passive
Foreign Investment Company

We will be classified as a passive foreign
investment company for U.S. federal income tax purposes if:



| |   |                                                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.

We do not believe that we currently satisfy
either of the requirements for classification as a passive
foreign investment company. Because the determination of whether
our ordinary shares constitute shares of a passive foreign
investment company will be based upon the composition of our
income and assets from time to

42



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##### Table of Contents



time, there can be no assurance that we will not
be considered a passive foreign investment company for any
future fiscal year.


If we are classified as a passive foreign
investment company for any taxable year, unless a qualified
electing fund election is made:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

The passive foreign investment company rules will
not apply if the U.S. holder elects to treat us as a qualified
electing fund and we provide specific information required to
make the election. If we were classified as a passive foreign
investment company, we intend to notify U.S. holders and provide
them with that information as may be required to make the
qualified electing fund election effective. If the qualified
election fund election is made, a U.S. holder is taxable on its
pro-rata share of our ordinary earnings and net capital gain for
each taxable year of the company, regardless of whether the
distributions were received. The U.S. holders basis in the
ordinary shares will be increased to reflect taxed but
undistributed income. Distributions of income that had
previously been taxed will result in a corresponding reduction
in basis in the ordinary shares and will not be taxed again as a
distribution.

U.S. holders that own ordinary shares during any
year in which we are classified as a passive foreign investment
company, must file Form 8621. We urge you to consult your
own U.S. tax advisor regarding the U.S. federal income tax
consequences of holding our shares while classified as a passive
foreign investment company.

Information
Return and Backup Withholding

Distributions made by us with respect to our
ordinary shares and gross proceeds from the disposition of the
shares may be subject to information reporting requirements to
the Internal Revenue Service and a 30% backup withholding tax.
However, the backup withholding tax will generally not apply to
a U.S. holder who furnishes a correct taxpayer identification
number and provides other required information. If backup
withholding applies, the amount withheld is not an additional
tax, but is credited against the shareholders United
States federal income tax liability. Accordingly, we urge you to
contact your own tax advisor to ascertain whether it is
necessary for you to furnish any such information to us or the
Internal Revenue Service.

Tax
Consequences to Non-U.S. Holders

Distributions

If you are a non-U.S. holder, you generally will
not be subject to U.S. federal income tax on distributions made
on our ordinary shares unless:



| |   |                                                                                                                                                                                                                    
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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

43



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##### Table of Contents



| |  |                                                                                                                                                                    
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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).

If you satisfy the two above-described
requirements, you generally will be subject to tax in respect of
such dividends in the same manner as a U.S. holder, as described
above. In addition, any effectively connected dividends received
by a non-U.S. corporation may also, under some circumstances, be
subject to an additional branch profits tax at a 30%
rate or such lower rate as may be specified by an applicable
income tax treaty.

Sale
or Other Disposition of our Ordinary Shares

If you are a non-U.S. holder, you will not be
subject to U.S. federal income tax, including withholding tax,
in respect of gain recognized on a sale or other taxable
disposition of our ordinary shares unless:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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.                                                                                                                                                                                                                                                                                                                                                                                          

Effectively connected gains realized by a
non-U.S. corporation may also, under some circumstances, be
subject to an additional branch profits tax at a
rate of 30% or such lower rate as may be specified by an
applicable income tax treaty.

Backup
Withholding and Information Reporting

Payments (or other taxable distributions) in
respect of our ordinary shares that are made in the United
States or by a U.S. related financial intermediary will be
subject to U.S. information reporting rules. You will not be
subject to backup withholding of U.S. federal income
tax provided that:



| |   |                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are a corporation or other exempt recipient,
	or                                                                                                                                                                
|
| |  | you provide a taxpayer identification 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.

If you are not a United States person, you
generally are not subject to information reporting and backup
withholding, but you may be required to provide a certification
of your non-U.S. status in order to establish that you are
exempt.

Amounts withheld under the backup withholding
rules may be credited against your U.S. federal income tax
liability, and you may obtain a refund of any excess amounts
withheld under the backup withholding rules by filing the
appropriate claim for refund with the Internal Revenue Service.

British
Virgin Island Taxation

Under the International Business Companies Act of
the British Virgin Islands as currently in effect, a holder of
ordinary shares who is not a resident of the British Virgin
Islands is exempt from British Virgin Islands income tax on
dividends paid with respect to the ordinary shares and all
holders of ordinary shares are not liable to the British Virgin
Islands for income tax on gains realized during that year on
sale or disposal of such shares; the British Virgin Islands does
not impose a withholding tax on dividends paid by a company
incorporated under the International Business Companies Act.

44



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There are no capital gains, gift or inheritance
taxes levied by the British Virgin Islands on companies
incorporated under the International Business Companies Act. In
addition, shares of companies incorporated under the
International Business Companies Act are not subject to transfer
taxes, stamp duties or similar charges.

There is no income tax treaty or convention
currently in effect between the United States and the British
Virgin Islands.

Documents on
Display

We have filed with the United States Securities
and Exchange Commission this annual report on Form 20-F,
including exhibits, under the Securities and Exchange Act of
1934 with respect to our ordinary shares.

You may read and copy all or any portion of the
annual report or other information in our files in the
Commissions public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 and at the regional offices of the Commission located at
233 Broadway, New York, New York 10279 and at 175 West
Jackson Boulevard, Suite 905, Chicago, Illinois 60604. You
can request copies of these documents upon payment of a
duplicating fee, by writing to the Commission. Please call the
Commission at 1-800-SEC-0330 for further information on the
operation of the public reference rooms. The Commission also
maintains a web site which provides on-line access to reports
and other information regarding the registrants that file
electronically with the Commission at the address
(http://www.sec.gov).




Item
11.     Quantitative and Qualitative
Disclosures about Market Risk

Quantitative Information about Market
Risk

Exchange Rate
Sensitivity

Our use of derivative financial instruments is
limited to forward foreign exchange contracts. At
January 31, 2002, the notional value of all of our open
forward foreign exchange contracts was $5.8 million related
to 151 transactions denominated in various currencies, but
predominantly in United States dollars, Euros and pounds
sterling. These contracts are entered into at the time the
foreign currency exposure is incurred and do not exceed
60 days.

The following tables provide comparable
information about our non-functional currency components of
balance sheet items by currency, and presents such information
in United States dollar equivalents at January 31, 2002 and
2001. These tables summarize information on transactions that
are sensitive to foreign currency exchange rates, including
non-functional currency denominated receivables and payables.
The net

45



---



##### Table of Contents



amount that is exposed in foreign currency is
then subjected to a 10% change in the value of the functional
currency versus the non-functional currency.


Non-functional currency exposure in United States
dollar equivalents is as follows (in thousands):

|                        |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |      |  
|----------------------- | ----- | ------ | ----- | ----------- |  | ------------ | ----- | ------------------------- |  | ----------- | ----- | ----- |  | - | --- | --- |  | - | ---- | ---- | -
|                        |       |        |       |             |  |              |       |                          
|                        |       |        |       |             |  |              |       | Foreign exchange         
|                        |       |        |       |             |  |              |       | gain/(loss) if functional
|                        |       |        |       |             |  |              |       | currency                 
|                        |       |        |       |             |  | Net          |       |                          
|                        |       |        |       |             |  | Exposure     |       | Appreciates               |  | Depreciates
|Non-functional currency |       | Assets |       | Liabilities |  | long/(short) |       | by 10%                    |  | by 10%     
|                        |       |        |       |             |  |              |       |                           |  |            
|At January 31, 2002:    |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     
|United States dollars   |       | $      | 3,930 |             |  | $            | 1,996 |                           |  | $           | 1,934 |       |  | $ | 193 |     |  | $ | (193 | )   
|Euro                    |       |        | 1,242 |             |  |              | 252   |                           |  |             | 990   |       |  |   | 99  |     |  |   | (99  | )   
|Japanese yen            |       |        |      |             |  |              | 47    |                           |  |             | (47   | )     |  |   | (5  | )   |  |   | 5    |     
|Other                   |       |        | 308   |             |  |              | 366   |                           |  |             | (58   | )     |  |   | (6  | )   |  |   | 6    |     
|                        |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     
|                        | Total |        | $     | 5,480       |  |              | $     | 2,661                     |  |             | $     | 2,819 |  |   | $   | 281 |  |   | $    | (281 | )
|                        |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     
|At January 31, 2001:    |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     
|United States dollars   |       | $      | 5,211 |             |  | $            | 2,426 |                           |  | $           | 2,785 |       |  | $ | 278 |     |  | $ | (278 | )   
|Euro                    |       |        | 1,118 |             |  |              | 1,269 |                           |  |             | (151  | )     |  |   | (15 | )   |  |   | 15   |     
|Japanese yen            |       |        |      |             |  |              | 320   |                           |  |             | (320  | )     |  |   | (32 | )   |  |   | 32   |     
|Other                   |       |        | 137   |             |  |              | 795   |                           |  |             | (658  | )     |  |   | (66 | )   |  |   | 66   |     
|                        |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     
|                        | Total |        | $     | 6,466       |  |              | $     | 4,810                     |  |             | $     | 1,656 |  |   | $   | 165 |  |   | $    | (165 | )
|                        |       |        |       |             |  |              |       |                           |  |             |       |       |  |   |     |     |  |   |      |     

Qualitative
Information about Market Risk

The nature of our operations necessitates dealing
in many foreign currencies. Our results are subject to
fluctuations due to changes in exchange rates. We attempt to
limit our exposure to changing foreign exchange rates through
both operational and financial market actions. We provide
services to customers in locations throughout the world and, as
a result, operate with many currencies including the key
currencies of North America, Latin America, Africa, Asia Pacific
and Europe.

Our short-term exposures to fluctuating foreign
currency exchange rates are related primarily to intercompany
transactions. The duration of these exposures is minimized
through our use of an intercompany netting and settlement system
that settles all of our intercompany trading obligations once
per month. In addition, selected exposures are managed by
financial market transactions in the form of forward foreign
exchange contracts (typically with maturities at the end of the
month following the purchase of the contract). Forward foreign
exchange contracts are primarily denominated in the currencies
of our principal markets. We will normally generate foreign
exchange gains and losses through normal trading operations. We
do not enter into derivative contracts for speculative purposes.

We do not hedge our foreign currency exposure in
a manner that would entirely eliminate the effects of changes in
foreign exchange rates on our consolidated net income.

We are subject to changing interest rates because
our debt consists primarily of short-term working capital lines.
We do not undertake any specific actions to cover our exposure
to interest rate risk and we are not a party to any interest
rate risk management transactions. We do not purchase or hold
any derivative financial instruments for trading or speculative
purposes.

The fair value of our long-term bank loans
approximates the carrying value at January 31, 2002 and
January 31, 2001. Market risk was estimated as the
potential decrease in fair value resulting from a hypothetical
10% increase in interest rates and was not considered material
at either year-end.

46



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Item
12.     Description of Securities
Other than Equity Securities

Not applicable.




PART II




Item
13.     Defaults, Dividend
Arrearages and Delinquencies

Not applicable.




Item
14.     Material Modifications to
the Rights of Security Holders and Use of Proceeds

Our transfer agent for our ordinary shares is
Computershare Trust Company, Inc., located at 350 Indiana
Street, Suite 800 in Golden, Colorado 80401.

Use of Proceeds

The following use of proceeds information relates
to our registration statement on Form F-1
(No. 333-47616) for the initial U.S. public offering of
5,405,000 ordinary shares (including the exercise by the
underwriters of their over-allotment option), which registration
statement was declared effective on November 2, 2000. We
received net proceeds of $71.8 million from our initial
public offering, including the proceeds from the over-allotment
option exercised by our underwriters.

We used approximately $14.1 million of the
net proceeds to repay the debt incurred with the acquisition of
Continental. Approximately $21.9 million of the net
proceeds was used for the acquisition of subsidiaries, including
SLi, and contingent acquisition payments in the year ended
January 31, 2002. We used approximately $26.3 million
of the net proceeds to repay existing debt under various credit
facilities. The remaining net proceeds have been and are being
used by us for general corporate and working capital purposes.

47



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##### Table of Contents






PART III




Item
17.     Financial
Statements

Not applicable as our consolidated financial
statements have been prepared in accordance with Item 18.




Item
18.     Financial
Statements

Our consolidated financial statements are
attached to this report and begin on page F-1.




Item
19.     Exhibits

|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      | Description
|        |      |            
|        | 1.1  |             |  | Memorandum of Association of the Company**                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 1.2  |             |  | Articles of Association of the Company, as
	amended****                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4.1  |             |  | Form of Employment Agreement between
	Mr. Wessels and the Company*                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.2  |             |  | Form of Employment Agreement between
	Mr. MacFarlane and the Company*                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.3  |             |  | Form of Employment Agreement between
	Mr. Thorrington and the Company*                                                                                                                                                                                                                                                                                                                                                                                
|        | 4.4  |             |  | Form of Employment Agreement between
	Mr. Draper and the Company*                                                                                                                                                                                                                                                                                                                                                                                     
|        | 4.5  |             |  | Registration Rights Agreement between PTR
	Holdings Inc., UT Holdings, Inc. and the Company*                                                                                                                                                                                                                                                                                                                                                          
|        | 4.6  |             |  | Credit Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Logistics Inc., Union-Transport Brokerage Corp.,
	Vanguard Cargo Systems, Inc., UT Services, Inc., General
	Electric Capital Corporation and Lenders dated August 15,
	2000*                                                                                                                                                           
|        | 4.7  |             |  | 2000 Stock Option Plan, as amended                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.8  |             |  | Non-Employee Directors Share Option Plan*                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 4.9  |             |  | Continuing Guaranty between Registrant and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                                                                                                                                                                                                               
|        | 4.10 |             |  | Security Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Brokerage Corporation, UT Services, Inc.,
	Union-Transport Logistics Inc., Vanguard Cargo Systems, Inc. and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                             
|        | 4.11 |             |  | Pledge Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Brokerage Corporation, UT Services, Inc.,
	Union-Transport Logistics Inc., Vanguard Cargo systems, Inc. and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                               
|        | 4.12 |             |  | Strategic Alliance Agreement between the
	Registrant and i2 Technologies BV dated December 15,
	1999*                                                                                                                                                                                                                                                                                                                                                
|        | 4.13 |             |  | Software License Agreement between the Registrant
	and i2 Technologies BV dated December 15, 1999*                                                                                                                                                                                                                                                                                                                                                   
|        | 4.14 |             |  | Asset Purchase Agreement between Continental Air
	Express (HK) Limited, Continental Container Lines Limited,
	Union-Transport (HK) Limited, Cheng Kwan Kok David, Lai
	Kwok Fai, Lewis Billy Barnhill, Francis Raymond Bello, Albert
	Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau Hak Cheong,
	Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and Registrant dated
	August 25, 2000*                                                               
|        | 4.15 |             |  | Asset Purchase Agreement between Continental
	Container Line, Inc., Continental Cargo Logistics Inc. (New York
	corporation), Continental Cargo Logistics Inc. (California
	corporation), Union-Transport Corporation, Lai Kwok Fai, Ng Chun
	Ka, Cheng Kwan Kok David, Albert Patrick Cataldo, Lewis Billy
	Barnhill, Francis Raymond Bello, Chan Ka Ming, Chan Kwan Hang,
	Chau Hak Cheong, Cheng Kwan Lung and Ng Sai Kuen dated
	August 25, 2000*
|        | 4.16 |             |  | Bridge Financing Facility Agreement between
	Gensec Ireland Limited and the Registrant dated August 25,
	2000, as amended*                                                                                                                                                                                                                                                                                                                            
|        | 4.17 |             |  | Form of Severance Agreement between the
	Registrant and its executive officers*                                                                                                                                                                                                                                                                                                                                                                       

48



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|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                               
|------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      | Description
|        |      |            
|        | 4.18 |             |  | Amendment to Asset Purchase Agreement between
	Continental Air Express (HK) Limited, Continental Container
	Lines Limited, Union-Transport (HK) Limited, Cheng Kwan Kok
	David, Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond
	Bello, Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang,
	Chau Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
	Registrant**
|        | 4.19 |             |  | 2000 Employee Share Purchase Plan, as amended***                                                                                                                                                                                                                                                                                                                              
|        | 4.20 |             |  | Union-Transport Share Incentive Plan, as amended                                                                                                                                                                                                                                                                                                                              
|        | 4.21 |             |  | Executive Share Plan, as amended                                                                                                                                                                                                                                                                                                                                              
|        | 8.1  |             |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                
|        | 10.1 |             |  | Independent Auditors Consent                                                                                                                                                                                                                                                                                                                                                 



---



|     |                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Filed as part of the Companys Registration
	Statement on Form F-1 (No. 333-47616) on
	October 10, 2000.                                                          
|    
|**   | Filed as part of Amendment No. 1 to the
	Companys Registration Statement on Form F-1
	(No. 333-47616) on October 30, 2000.                                       
|    
|***  | Filed as part of the Companys Registration
	Statement on Form S-8 (No. 333-58832) on April 12,
	2001.                                                            
|    
|**** | Filed as part of the Companys Annual Report
	on Form 20-F (No. 000-31869) on May 4, 2001.                                                                        
|    
|    | Certain portions of the identified Exhibit were
	omitted and filed separately with the Commission and have been
	granted confidential treatment by the Commission.

49



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SIGNATURE

The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this annual
report on its behalf.



| |                   
| | ------------------
| | UTi WORLDWIDE INC.



| |     |                       
| | --- | ----------------------
| | By: | /s/ ROGER I MACFARLANE

| |                        
| | -----------------------
| |                        
| | Roger I. MacFarlane    
| | Chief Executive Officer

Date: May 6, 2002

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UTi WORLDWIDE INC.

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

|                                                                                                                 |  |      |      | 
|---------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|                                                                                                                 |  | Page
|                                                                                                                 |  |     
|Independent Auditors Report                                                                                     |  |      | F-2  | 
|Consolidated Income Statements for the years
	ended January 31, 2002, 2001 and 2000                              |  |      | F-3  | 
|Consolidated Balance Sheets as of
	January 31, 2002 and 2001                                                     |  |      | F-4  | 
|Consolidated Statements of Changes in
	Shareholders Equity for the years ended January 31,
	2002, 2001 and 2000 |  |      | F-5  | 
|Consolidated Statements of Cash Flows for the
	years ended January 31, 2002, 2001 and 2000                       |  |      | F-6  | 
|Notes to the Consolidated Financial Statements                                                                   |  |      | F-7  | 
|Financial Statement Schedule                                                                                     |  |      | F-34 | 

F-1



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##### Table of Contents






INDEPENDENT AUDITORS REPORT

To the Board of Directors and Shareholders of UTi
Worldwide Inc.

We have audited the accompanying consolidated
balance sheets of UTi Worldwide Inc. and its subsidiaries as of
January 31, 2002 and 2001, and the related consolidated
statements of income, changes in shareholders equity, and
cash flows for each of the three years in the period ended
January 31, 2002. Our audits also included the financial
statement schedule listed in the index on page F-1. These
financial statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with
auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, such consolidated financial
statements present fairly, in all material respects, the
financial position of UTi Worldwide Inc. and its subsidiaries as
of January 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in
the period ended January 31, 2002 in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

April 3, 2002


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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED INCOME STATEMENTS


For the years ended January 31, 2002,
2001 and 2000


(in thousands, except share and per share
amounts)


|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |            | 
|------------------------------------------------------------------- | -------------- | ---------------------- | ------- | ---------- |  | ---- | ------- | ---------- |  | - | ------- | ---------- | 
|                                                                    |                |                       
|                                                                    |                | Year ended January 31,
|                                                                    |                |                       
|                                                                    |                | 2002                   |         | 2001       |  | 2000
|                                                                    |                |                        |         |            |  |     
|Gross revenue                                                       |                | $                      | 889,786 |            |  | $    | 863,259 |            |  | $ | 706,955 |           
|Freight consolidation costs                                         |                |                        | 585,227 |            |  |      | 561,413 |            |  |   | 461,338 |           
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Net revenue                                                         |                |                        | 304,559 |            |  |      | 301,846 |            |  |   | 245,617 |           
|Staff costs                                                         |                |                        | 156,005 |            |  |      | 154,426 |            |  |   | 124,330 |           
|Depreciation                                                        |                |                        | 9,411   |            |  |      | 9,060   |            |  |   | 7,798   |           
|Amortization of goodwill                                            |                |                        | 5,339   |            |  |      | 4,306   |            |  |   | 2,935   |           
|Other operating expenses                                            |                |                        | 104,134 |            |  |      | 109,846 |            |  |   | 90,032  |           
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Operating income                                                    |                |                        | 29,670  |            |  |      | 24,208  |            |  |   | 20,522  |           
|Interest expense, net                                               |                |                        | (1,210  | )          |  |      | (2,221  | )          |  |   | (1,299  | )         
|Gains/(losses) on foreign exchange                                  |                |                        | 17      |            |  |      | 3,636   |            |  |   | (473    | )         
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Pretax income                                                       |                |                        | 28,477  |            |  |      | 25,623  |            |  |   | 18,750  |           
|Income tax expense                                                  |                |                        | (7,970  | )          |  |      | (6,208  | )          |  |   | (1,652  | )         
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Income before minority interests                                    |                |                        | 20,507  |            |  |      | 19,415  |            |  |   | 17,098  |           
|Minority interests                                                  |                |                        | (1,349  | )          |  |      | (962    | )          |  |   | (405    | )         
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Net income                                                          |                | $                      | 19,158  |            |  | $    | 18,453  |            |  | $ | 16,693  |           
|                                                                    |                |                        |         |            |  |      |         |            |  |   |         |           
|Basic earnings per ordinary share                                   |                | $                      | 0.76    |            |  | $    | 0.95    |            |  | $ | 1.12    |           
|Diluted earnings per ordinary share                                 |                | $                      | 0.75    |            |  | $    | 0.88    |            |  | $ | 0.86    |           
|Number of weighted average shares used for per
	share calculations: |                |                        |         |            |  |      |         |            |  |   |         |           
|                                                                    | Basic shares   |                        |         | 25,233,394 |  |      |         | 19,345,036 |  |   |         | 14,262,756 | 
|                                                                    | Diluted shares |                        |         | 25,501,864 |  |      |         | 21,053,432 |  |   |         | 19,355,747 | 

See accompanying notes to the consolidated
financial statements.

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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED BALANCE SHEETS


As of January 31, 2002 and 2001


(in thousands, except share data)


|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |         |         | 
|--------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ------ | ------- | ------- |  | ------ | ------- | ------- | 
|                                                                                                                |                                                                                                                                                                                 |                                              
|                                                                                                                |                                                                                                                                                                                 | January 31,                                  
|                                                                                                                |                                                                                                                                                                                 |                                              
|                                                                                                                |                                                                                                                                                                                 | 2002                                          |        | 2001   
|                                                                                                                |                                                                                                                                                                                 |                                               |        |        
|ASSETS                                                                                                         
|Current assets:                                                                                                 |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                | Cash and cash equivalents                                                                                                                                                       |                                               | $      | 87,594  |         |  | $      | 98,372  |        
|                                                                                                                | Trade receivables, net of allowance for doubtful
	accounts of $9,638 and $11,156 as of January 31, 2002 and
	2001, respectively                                                 |                                               |        | 180,866 |         |  |        | 212,860 |        
|                                                                                                                | Deferred income tax assets                                                                                                                                                      |                                               |        | 1,890   |         |  |        | 2,215   |        
|                                                                                                                | Other current assets                                                                                                                                                            |                                               |        | 21,628  |         |  |        | 21,336  |        
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                |                                                                                                                                                                                 | Total current assets                          |        |         | 291,978 |  |        |         | 334,783 | 
|Property, plant and equipment, net                                                                              |                                                                                                                                                                                 |                                               | 31,185 |         |         |  | 34,952 |        
|Goodwill, net of accumulated amortization of
	$11,612 and $6,441 as of January 31, 2002 and 2001,
	respectively |                                                                                                                                                                                 |                                               | 76,611 |         |         |  | 68,043 |        
|Investments                                                                                                     |                                                                                                                                                                                 |                                               | 215    |         |         |  | 209    |        
|Deferred income tax assets                                                                                      |                                                                                                                                                                                 |                                               | 1,431  |         |         |  | 1,469  |        
|Other non-current assets                                                                                        |                                                                                                                                                                                 |                                               | 3,191  |         |         |  | 4,297  |        
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                |                                                                                                                                                                                 | Total assets                                  |        | $       | 404,611 |  |        | $       | 443,753 | 
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|LIABILITIES & SHAREHOLDERS
	EQUITY                                                                            
|Current liabilities:                                                                                            |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                | Bank lines of credit                                                                                                                                                            |                                               | $      | 21,062  |         |  | $      | 32,609  |        
|                                                                                                                | Short-term borrowings                                                                                                                                                           |                                               |        | 11,518  |         |  |        | 11,570  |        
|                                                                                                                | Current portion of capital lease obligations                                                                                                                                    |                                               |        | 1,780   |         |  |        | 2,307   |        
|                                                                                                                | Trade payables and other accrued liabilities                                                                                                                                    |                                               |        | 173,113 |         |  |        | 188,902 |        
|                                                                                                                | Income taxes payable                                                                                                                                                            |                                               |        | 4,743   |         |  |        | 3,747   |        
|                                                                                                                | Deferred income tax liabilities                                                                                                                                                 |                                               |        | 842     |         |  |        | 213     |        
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                |                                                                                                                                                                                 | Total current liabilities                     |        |         | 213,058 |  |        |         | 239,348 | 
|Long-term bank borrowings                                                                                       |                                                                                                                                                                                 |                                               | 1,192  |         |         |  | 3,159  |        
|Capital lease obligations                                                                                       |                                                                                                                                                                                 |                                               | 5,726  |         |         |  | 8,672  |        
|Deferred income tax liabilities                                                                                 |                                                                                                                                                                                 |                                               | 1,566  |         |         |  | 2,377  |        
|Retirement fund obligations                                                                                     |                                                                                                                                                                                 |                                               | 693    |         |         |  | 682    |        
|Minority interests                                                                                              |                                                                                                                                                                                 |                                               | 2,522  |         |         |  | 2,027  |        
|                                                                                                               
|Commitments and contingencies                                                                                   |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                               
|Shareholders equity:                                                                                           |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                | Non-voting variable rate participating cumulative
	convertible preference shares of no par value:                                                                               |                                               |        |         |         |  |        |         |        
|                                                                                                                |                                                                                                                                                                                 | Class A  authorized 50,000,000;
	none issued |        |         |        |  |        |         |        | 
|                                                                                                                |                                                                                                                                                                                 | Class B  authorized 50,000,000;
	none issued |        |         |        |  |        |         |        | 
|                                                                                                                | Common stock  authorized 500,000,000
	ordinary shares of no par value; issued and outstanding
	25,702,401 and 25,685,950 shares as of January 31, 2002 and
	2001, respectively |                                               |        | 207,143 |         |  |        | 206,626 |        
|                                                                                                                | Retained earnings                                                                                                                                                               |                                               |        | 36,608  |         |  |        | 19,376  |        
|                                                                                                                | Accumulated other comprehensive loss                                                                                                                                            |                                               |        | (63,897 | )       |  |        | (38,514 | )      
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                |                                                                                                                                                                                 | Total shareholders equity                    |        |         | 179,854 |  |        |         | 187,488 | 
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        
|                                                                                                                |                                                                                                                                                                                 | Total liabilities and shareholders equity    |        | $       | 404,611 |  |        | $       | 443,753 | 
|                                                                                                                |                                                                                                                                                                                 |                                               |        |         |         |  |        |        

See accompanying notes to the consolidated
financial statements.

F-4



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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY


For the years ended January 31, 2002,
2001 and 2000


(in thousands, except share data)


|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |         |         |        |  
|------------------------------------------------------ | --------------------------------------- | --------------------------------------- | -------------------------- | ------------ | - | -------- | ------- | ------------- | - | -------- | ---------- | ---- | - | ----- | ------- | - | - | - | ------- | ------ | ------ | - | ------- | ------- | ------- | - | ------- | ------- | ------- | ------ | -
|                                                       |                                         |                                         |                            |              |   |          |         | Accumulated   |   |         
|                                                       |                                         | Preference shares                       |                            | Common stock |   |          |         | other         |   |         
|                                                       |                                         |                                         |                            |              |   | Retained |         | comprehensive |   |         
|                                                       |                                         | Shares                                  |                            | Amount       |   | Shares   |         | Amount        |   | earnings |            | loss |   | Total
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |      
|Balance at January 31, 1999                            |                                         |                                         | 4,788,281                  |              |   | $        | 36,535  |               |   |          | 15,259,099 |      |   | $     | 89,551  |   |   | $ | (10,592 | )      |        | $ | (21,926 | )       |         | $ | 93,568  |        
|Comprehensive income:                                  |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       | Net income                              |                                         |                            |             |   |          |         |              |   |          |            |     |   |       |         |  |   |   |         | 16,693 |        |   |         |        |         |   |         | 16,693  |        
|                                                       | Foreign currency translation adjustment |                                         |                            |             |   |          |         |              |   |          |            |     |   |       |         |  |   |   |         |       |        |   |         | (1,470  | )       |   |         | (1,470  | )      
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       |                                         |                                         | Total comprehensive income |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |         |         | 15,223 |  
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Stock compensation costs                               |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       | 1,401   |   |   |   |        |        |        |   |        |         |         |   | 1,401   |        
|Dividends                                              |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       |        |   |   |   | (2,790  | )      |        |   |        |         |         |   | (2,790  | )      
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Balance at January 31, 2000                            |                                         |                                         | 4,788,281                  |              |   |          | 36,535  |               |   |          | 15,259,099 |      |   |       | 90,952  |   |   |   | 3,311   |        |        |   | (23,396 | )       |         |   | 107,402 |        
|Comprehensive income:                                  |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       | Net income                              |                                         |                            |             |   |          |         |              |   |          |            |     |   |       |         |  |   |   |         | 18,453 |        |   |         |        |         |   |         | 18,453  |        
|                                                       | Foreign currency translation adjustment |                                         |                            |             |   |          |         |              |   |          |            |     |   |       |         |  |   |   |         |       |        |   |         | (15,118 | )       |   |         | (15,118 | )      
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       |                                         |                                         | Total comprehensive income |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |         |         | 3,335  |  
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Conversion of preference shares into ordinary
	shares  |                                         |                                         | (4,788,281                 | )            |   |          | (36,535 | )             |   |          | 4,788,281  |      |   |       | 36,535  |   |   |   |        |        |        |   |        |         |         |   |        |        
|Shares issued                                          |                                         |                                         |                           |              |   |          |        |               |   |          | 5,638,570  |      |   |       | 75,295  |   |   |   |        |        |        |   |        |         |         |   | 75,295  |        
|Stock compensation costs                               |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       | 3,844   |   |   |   |        |        |        |   |        |         |         |   | 3,844   |        
|Dividends                                              |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       |        |   |   |   | (2,388  | )      |        |   |        |         |         |   | (2,388  | )      
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Balance at January 31, 2001                            |                                         |                                         |                           |              |   |          |        |               |   |          | 25,685,950 |      |   |       | 206,626 |   |   |   | 19,376  |        |        |   | (38,514 | )       |         |   | 187,488 |        
|Comprehensive loss:                                    |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       |                                         | Net income                              |                            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |         |        | 19,158 |   |         |         |        |   |         |         | 19,158  |       
|                                                       |                                         | Foreign currency translation adjustment |                            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |         |        |       |   |         |         | (25,383 | ) |         |         | (25,383 | )     
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|                                                       |                                         |                                         | Total comprehensive loss   |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |         |         | (6,225 | )
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Shares issued under 2000 employee share purchase
	plan |                                         |                                         |                           |              |   |          |        |               |   |          | 5,310      |      |   |       | 72      |   |   |   |        |        |        |   |        |         |         |   | 72      |        
|Stock options exercised                                |                                         |                                         |                           |              |   |          |        |               |   |          | 11,141     |      |   |       | 145     |   |   |   |        |        |        |   |        |         |         |   | 145     |        
|Stock compensation costs                               |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       | 300     |   |   |   |        |        |        |   |        |         |         |   | 300     |        
|Dividends                                              |                                         |                                         |                           |              |   |          |        |               |   |          |           |      |   |       |        |   |   |   | (1,926  | )      |        |   |        |         |         |   | (1,926  | )      
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        
|Balance at January 31, 2002                            |                                         |                                         |                           |              |   | $        |        |               |   |          | 25,702,401 |      |   | $     | 207,143 |   |   | $ | 36,608  |        |        | $ | (63,897 | )       |         | $ | 179,854 |        
|                                                       |                                         |                                         |                            |              |   |          |         |               |   |          |            |      |   |       |         |   |   |   |         |        |        |   |         |         |         |   |         |        

See accompanying notes to the consolidated
financial statements.

F-5



---



##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED STATEMENTS OF CASH
FLOWS


For the years ended January 31, 2002,
2001 and 2000


(in thousands)


|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |        |         |         |  
|------------------------------------------------------------------------ | ------------------------------------------------- | ------------------------------------------------ | ---------------------------------------------------- | ----- | ------- | ------- | ------- | ----- | ------- | ------- | ------- | ------ | ------- | ------- | -
|                                                                         |                                                   |                                                 
|                                                                         |                                                   | Year ended January 31,                          
|                                                                         |                                                   |                                                 
|                                                                         |                                                   | 2002                                             |                                                      | 2001  |         | 2000   
|                                                                         |                                                   |                                                  |                                                      |       |         |        
|OPERATING ACTIVITIES:                                                    |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|Net income                                                               |                                                   | $                                                | 19,158                                               |       |         | $       | 18,453  |       |         | $       | 16,693  |       
|Adjustments to reconcile net income to net cash
	provided by operations: |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|                                                                         | Stock compensation costs                          |                                                  |                                                      | 300   |         |         |         | 3,844 |         |         |         | 1,401  |        
|                                                                         | Depreciation                                      |                                                  |                                                      | 9,411 |         |         |         | 9,060 |         |         |         | 7,798  |        
|                                                                         | Amortization of goodwill                          |                                                  |                                                      | 5,339 |         |         |         | 4,306 |         |         |         | 2,935  |        
|                                                                         | Deferred income taxes                             |                                                  |                                                      | 161   |         |         |         | 110   |         |         |         | (2,188 | )      
|                                                                         | Gain on disposal of property, plant and equipment |                                                  |                                                      | (187  | )       |         |         | (236  | )       |         |         | 44     |        
|                                                                         | Loss on disposal of investments                   |                                                  |                                                      |      |         |         |         | 362   |         |         |         |       |        
|                                                                         | Other                                             |                                                  |                                                      | 1,326 |         |         |         | 328   |         |         |         | (192   | )      
|                                                                         | Changes in operating assets and liabilities:      |                                                  |                                                      |       |         |         |         |       |         |         |         |        |        
|                                                                         |                                                   | Decrease/(increase) in trade receivables         |                                                      |       | 24,055  |         |         |       | (56,574 | )       |         |        | (38,873 | )      
|                                                                         |                                                   | Decrease/(increase) in other current assets      |                                                      |       | (782    | )       |         |       | (5,095  | )       |         |        | 4,028   |        
|                                                                         |                                                   | (Decrease)/increase in trade payables            |                                                      |       | (20,564 | )       |         |       | 48,479  |         |         |        | 12,369  |        
|                                                                         |                                                   | (Decrease)/increase in other accrued liabilities |                                                      |       | 4,869   |         |         |       | 9,617   |         |         |        | 6,225   |        
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|                                                                         |                                                   |                                                  | Net cash provided by operating activities            |       |         | 43,086  |         |       |         | 32,654  |         |        |         | 10,240  |  
|INVESTING ACTIVITIES:                                                    |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|Purchases of property, plant and equipment                               |                                                   |                                                  | (8,711                                               | )     |         |         | (10,121 | )     |         |         | (8,990  | )     
|Proceeds from disposal of property, plant and
	equipment                 |                                                   |                                                  | 912                                                  |       |         |         | 887     |       |         |         | 485     |       
|Proceeds from disposal of investments                                    |                                                   |                                                  | 63                                                   |       |         |         | 664     |       |         |         |        |       
|Acquisitions of subsidiaries and contingent
	earn-out payments           |                                                   |                                                  | (21,868                                              | )     |         |         | (31,202 | )     |         |         | (21,767 | )     
|Purchases of marketable securities                                       |                                                   |                                                  | (83                                                  | )     |         |         | (262    | )     |         |         | (290    | )     
|Other                                                                    |                                                   |                                                  |                                                     |       |         |         | (240    | )     |         |         | 1,032   |       
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|                                                                         |                                                   |                                                  | Net cash used in investing activities                |       |         | (29,687 | )       |       |         | (40,274 | )       |        |         | (29,530 | )
|FINANCING ACTIVITIES:                                                    |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|(Decrease)/increase in bank lines of credit                              |                                                   |                                                  | (14,225                                              | )     |         |         | 12,451  |       |         |         | 7,420   |       
|Increase in short-term borrowings                                        |                                                   |                                                  | 168                                                  |       |         |         | 9,437   |       |         |         | 907     |       
|Long-term bank borrowings  advanced                                     |                                                   |                                                  | 116                                                  |       |         |         | 2,988   |       |         |         | 19      |       
|Long-term bank borrowings  repaid                                       |                                                   |                                                  | (72                                                  | )     |         |         | (181    | )     |         |         |        |       
|Repayments of capital lease obligations                                  |                                                   |                                                  | (1,985                                               | )     |         |         | (2,049  | )     |         |         | (2,731  | )     
|Decrease in minority interests                                           |                                                   |                                                  | (532                                                 | )     |         |         |        |       |         |         |        |       
|Net proceeds from the issuance of ordinary shares                        |                                                   |                                                  | 217                                                  |       |         |         | 72,795  |       |         |         |        |       
|Dividends paid                                                           |                                                   |                                                  | (1,926                                               | )     |         |         | (3,118  | )     |         |         | (2,903  | )     
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|                                                                         |                                                   |                                                  | Net cash (used in)/provided by financing
	activities |       |         | (18,239 | )       |       |         | 92,323  |         |        |         | 2,712   |  
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|Net (decrease)/increase in cash and cash
	equivalents                    |                                                   |                                                  | (4,840                                               | )     |         |         | 84,703  |       |         |         | (16,578 | )     
|Cash and cash equivalents at the beginning of the
	year                  |                                                   |                                                  | 98,372                                               |       |         |         | 20,760  |       |         |         | 38,555  |       
|Effect of foreign exchange rate changes                                  |                                                   |                                                  | (5,938                                               | )     |         |         | (7,091  | )     |         |         | (1,217  | )     
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       
|                                                                         |                                                   |                                                  | Cash and cash equivalents at the end of the year     |       | $       | 87,594  |         |       | $       | 98,372  |         |        | $       | 20,760  |  
|                                                                         |                                                   |                                                  |                                                      |       |         |         |         |       |         |         |         |       

See accompanying notes to the consolidated
financial statements.

F-6



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##### Table of Contents



UTi WORLDWIDE INC.






NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS


For the years ended January 31, 2002,
2001 and 2000


1. Summary of Significant Accounting
Policies



| |                      
| | ---------------------
| | Basis of Presentation

UTi Worldwide Inc. (the Company or
UTi) is engaged in non-asset based air and ocean
transportation and forwarding, customs clearances and
distribution value added services, such as warehousing. The
Company serves its clients through a worldwide network of 415
offices in 133 countries, including agents.

The consolidated financial statements incorporate
the financial statements of UTi and all subsidiaries controlled
by the Company (generally 50% or more shareholding). Control is
achieved where the Company has the power to govern the financial
and operating policies of a subsidiary company so as to obtain
benefits from its activities. The results of subsidiaries
acquired during the year are included in the consolidated
financial statements from the effective dates of acquisition.
All significant intercompany transactions and balances are
eliminated.

Effective February 1, 2001, the Company
changed its reporting from international accounting standards to
accounting principles generally accepted in the United States of
America (U.S. GAAP). All prior year data included in
the accompanying consolidated financial statements is presented
in conformity with U.S. GAAP. Certain reclassifications have
been made to conform prior year data to the current year
presentation.

The preparation of financial statements in
conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the date
of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could
differ from those estimates.

All dollar amounts in the notes are presented in
thousands except for share data.



| |                     
| | --------------------
| | Currency Translation

For consolidation purposes, balance sheets of
subsidiaries expressed in currencies other than United States
dollars are translated at the rate of exchange ruling at the
balance sheet date. Operating results for the year are
translated using average rates of exchange for the year. Gains
and losses on translation are recorded as a separate component
of equity and are included in other comprehensive income or
loss. Transactions in foreign currencies during the year are
remeasured at rates of exchange ruling on the dates of the
transactions. These gains and losses arising on remeasurement
are accounted for in the income statement. Exchange differences
arising on the translation of long-term structural loans to
subsidiary companies are recorded as a separate component of
equity and are included in other comprehensive income or loss.
The financial statements of foreign entities that report in the
currency of a hyper-inflationary economy are restated in terms
of the measuring unit currency at the balance sheet date before
they are translated into United States dollars.



| |                    
| | -------------------
| | Revenue Recognition

Gross revenue represents billings on exports to
customers, plus net revenue on imports, net of any billings for
value added taxes and custom duties. Gross revenue and freight
consolidation costs for airfreight and ocean freight forwarding
services, including commissions earned from the Companys
services as an authorized agent for airline and ocean carriers,
are recognized at the time the freight departs the terminal of
origin which is when the customer is billed. Gross customs
brokerage revenue and other revenues are also recognized when
the customer is billed, which for customs brokerage revenue, is
when the necessary documentation for customs clearance has been
completed, and for other revenues, is when the service has been
provided to third parties in the ordinary course of business.

F-7



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)



| |             
| | ------------
| | Income Taxes

Federal, state and foreign income taxes are
computed at current tax rates, less tax credits. Tax provisions
include amounts that are currently payable, plus changes in
deferred income tax assets and liabilities that arise because of
temporary differences between the time when items of income and
expense are recognized for financial reporting and income tax
purposes.

Deferred income tax is accounted for using the
liability method in respect of temporary differences arising
from differences between the carrying amount of assets and
liabilities in the financial statements and the corresponding
tax basis used in the computation of taxable income. Deferred
income tax liabilities are recognized for all taxable temporary
differences. Deferred income tax assets are offset by valuation
allowances so that the assets are recognized only to the extent
that it is more likely than not that taxable income will be
available against which deductible temporary differences can be
utilized. Deferred income tax is calculated at the tax rates
that are expected to apply to the period when the asset is
realized or the liability is settled. Deferred income tax is
charged or credited to the income statement.

No provision is made for additional taxes, which
would arise if the retained earnings of subsidiaries were
distributed, on the basis that it is not envisaged that such
distribution will be made.



| |                          
| | -------------------------
| | Cash and Cash Equivalents

Cash and cash equivalents include demand deposits
and investments with original maturities of three months or less.



| |                  
| | -----------------
| | Trade Receivables

Trade receivables include disbursements made on
behalf of customers for transportation costs and customs duties
and are shown net of allowance for doubtful receivables. The
billings to customers for these disbursements, which are several
times the amount of revenue and fees derived from these
transactions, are not recorded as revenue and expense in the
income statement. Management establishes reserves based on the
expected ultimate recovery of these receivables.

Significant portions of the Companys trade
receivables are from large companies. None of the Companys
other financial instruments represent a concentration of credit
risk because the Company has dealings with a variety of major
banks and customers worldwide.



| |                              
| | -----------------------------
| | Property, Plant and Equipment

Property, plant and equipment are stated at cost
less accumulated depreciation. Depreciation is provided on the
straight-line and reducing balance methods in amounts sufficient
to relate the cost and amortization of depreciable assets to
operations over the estimated useful lives of the assets at the
following annual rates:

|                                 |  |           
|-------------------------------- |  | ----------
|Computer equipment/software      |  | 20%  33% 
|Fixtures, fittings and equipment |  | 10%  33% 
|Motor vehicles                   |  | 10%  33% 
|Buildings                        |  | 2.5%  10%

The Company capitalizes software costs in
accordance with American Institute of Certified Public
Accountants Statement of Position 98-1
Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use.

Assets held under capital leases are amortized
over their expected useful lives on the same basis as owned
assets, or if there is not reasonable certainty that the Company
will obtain ownership by the end of the lease term, the asset is
amortized over the shorter of the lease term or its useful life.
Leasehold improvements are

F-8



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

amortized over the estimated useful life of the
related asset, or over the remaining term of the lease,
whichever is shorter.



| |         
| | --------
| | Goodwill

Goodwill, representing the excess of acquisition
costs over the fair value of net assets of businesses purchased,
is amortized using the straight-line method following an
assessment of the estimated useful life, subject to a maximum
period of 20 years. The realizability and period of benefit
of goodwill are evaluated periodically when events or
circumstances indicate that nonrecoverability of goodwill is
possible. If it becomes probable that the future undiscounted
cash flows associated with such goodwill is less than its
carrying value, an impairment loss would be recognized. These
recoverability evaluations are subjective and require management
assessments and judgments. Historically, acquired businesses
generally have generated sufficient cash flows to recover the
cost of goodwill.

Beginning in the first quarter of fiscal 2003,
the Company will cease amortizing goodwill as it adopts
Statement of Financial Accounting Standard No. 142,
Goodwill and Other Intangible Assets. This standard
will require the Company to revise its accounting policy with
respect to evaluating goodwill for impairment beginning the
first quarter of fiscal 2003.

Investments

Investments in associated companies are accounted
for using the equity method when the Company has significant
influence over the operating and financial policies (generally
an investment of 20-50%). Where the investment is below 20%, but
the Company can demonstrate that it has significant influence
over the operating and financial policies, the investee is
accounted for using the equity method. The accompanying
consolidated income statements include the Companys share
of net income from associated companies. The goodwill arising on
the acquisition of an associate is included within the carrying
amount of the associate.

Investments in companies, where the Company does
not exercise significant influence, are stated at cost less any
impairment losses recognized, in cases when the investment
carrying amount exceeds its estimated recoverable amount.

Retirement
Benefit Costs

Payments to defined contribution retirement
benefit plans are expensed as they fall due. Payments made to
state-managed retirement benefit plans are dealt with as defined
contribution plans where the Companys obligations under
the plans are equivalent to those arising in a defined
contribution retirement benefit plan.

For defined benefit retirement benefit plans, the
cost of providing retirement benefits under the Companys
defined benefit plans is determined using the projected unit
credit method, with the actuarial valuations being carried out
at each balance sheet date. Unrecognized actuarial gains and
losses which exceed 10% of the greater of the present value of
the Companys pension obligations or the fair value of the
plans assets are amortized over the expected average
remaining working lives of the employees participating in the
plans. Actuarial gains and losses which are within 10% of the
present value of the Companys pension obligations or the
fair value of the plans assets are carried forward. Past
service costs are recognized immediately to the extent that the
benefits are already vested, and otherwise are amortized on a
straight-line basis over the average period until the amended
benefits become vested.

The amount recognized as retirement fund
obligations in the accompanying consolidated balance sheets
represents the present value of the defined benefit obligations
as adjusted for unrecognized actuarial gains and losses and
unrecognized past service costs, and reduced by the fair value
of the plans assets.

F-9



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Fair Values
of Financial Instruments

The Companys principal financial assets are
cash and cash equivalents and trade and other receivables. The
carrying amounts of cash and cash equivalents and trade and
other receivables approximate fair value because of the short
maturities of these instruments.

Financial liabilities and equity instruments are
classified according to the substance of the contractual
agreements entered into. Significant financial liabilities
include trade and other payables, interest-bearing bank lines of
credit and bank loans, and capital lease obligations. The
carrying amounts of bank lines of credit, capital lease
obligations and the majority of other long-term borrowings
approximate fair values because the interest rates are based
upon variable reference rates. Interest-bearing bank loans and
bank lines of credit are recorded at the proceeds received, net
of direct issue costs. Interest expense, including premiums
payable on settlement or redemption, is accounted for on an
accrual basis and is added to the carrying value of the
instruments to the extent that they are not settled in the
period in which they arise.

Equity instruments are recorded at the proceeds
received, net of direct issue costs.

Risk
Management

The Companys credit risk is primarily
attributable to its trade receivables. The amounts presented in
the accompanying consolidated balance sheets are net of
allowances for doubtful receivables, estimated by the
Companys management based on prior experience and the
current economic environment. The Company has no significant
concentration of credit risk, with exposure spread over a large
number of customers.

The credit risk on liquid funds and derivative
financial instruments is limited because the counter parties are
banks with high credit ratings assigned by international credit
rating agencies.

In order to manage its exposure to foreign
exchange risks, the Company enters into forward exchange
contracts. At the end of each accounting period, the forward
exchange contracts are marked to fair value and the resulting
gains and losses are recorded in the income statement.

New
Accounting Pronouncements

In June 1998, the Financial Accounting Standards
Board (the FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 133
Accounting for Derivative Instruments and Hedging
Activities (SFAS 133). SFAS 133 establishes
accounting and reporting standards for derivative instruments,
including derivative instruments imbedded in other contracts and
for hedging activities. It requires that all derivatives be
recognized as either assets or liabilities in the balance sheet
at the fair value. SFAS 133 became effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000
as amended by SFAS No. 137 Accounting for Derivative
Instruments and Hedging Activities  Deferral of the
Effective Date of FASB No. 133 (SFAS 137)
and SFAS No. 138 Accounting for Certain Derivative
Instruments and Certain Hedging Activities  an amendment
of FASB Statement No. 133 (SFAS 138). The
Company adopted SFAS 133, SFAS 137 and SFAS 138
on February 1, 2001 and their adoption did not have a
material impact on the Companys financial position or
results of operations.

In June 2001, the FASB issued two new
pronouncements: SFAS No. 141, Business
Combinations (SFAS 141), and SFAS
No. 142, Goodwill and Other Intangible Assets
(SFAS 142). SFAS 141 supercedes Accounting
Principles Board (APB) Opinion No. 16,
Business Combinations, and prohibits the use of the
pooling-of-interest method for business combinations initiated
after June 30, 2001 and applies to all business
combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS 142 supercedes APB
Opinion No. 17, Intangible Assets, and
prohibits the amortization of all goodwill related to business
combinations acquired after June 30, 2001. SFAS 142 also
establishes a new method of testing goodwill for impairment on
an annual basis or on an interim basis if an event occurs or

F-10



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

circumstances change that would reduce the fair
value of a reporting unit below its carrying value. The adoption
of SFAS 142 will result in the Companys discontinuation of
amortization of its goodwill; however, the Company will be
required to test its goodwill for impairment under SFAS 142
beginning in the first quarter of fiscal 2003, which could have
an adverse effect on the Companys future results of
operations if an impairment occurs. Consequently, the Company is
currently evaluating the impact that the provisions of SFAS 141
and SFAS 142 will have on its results of operations and
financial position.

In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations
(SFAS 143), and in August 2001, issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets (SFAS 144), which supercedes
SFAS No. 121, Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed
of, and portions of APB Opinion No. 30,
Reporting the Results of Operations  Reporting the
Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and
Transactions. SFAS 143 establishes accounting and
reporting standards for obligations associated with the
retirement of tangible long-lived assets and the associated
asset retirement costs. It becomes effective for all fiscal
quarters of fiscal years beginning after June 15, 2002.
SFAS 144 establishes accounting and reporting standards for
the impairment or disposal of long-lived assets. This statement
also expands the scope of a discontinued operation to include a
component of an entity, and eliminates the current exemption to
consolidation when control over a subsidiary is likely to be
temporary. SFAS 144 becomes effective for all fiscal
quarters of fiscal years beginning after December 15, 2001.
The Company is currently evaluating the impact that the
provisions of SFAS 143 and SFAS 144 will have on its
results of operations and financial position.

2. Acquisitions

The following acquisitions have all been
accounted for using the purchase method of accounting. On the
acquisition of a business, where the cost of the acquisition
exceeds the fair value attributable to the purchased net assets,
the difference is treated as goodwill. All acquisitions are
primarily engaged in providing cargo transportation logistics
management, including international air and ocean freight
forwarding, customs brokerage and logistic services. The results
of acquired businesses have been included in the Companys
consolidated financial statements from the dates of acquisition.

For the year
ended January 31, 2002

On February 1, 2001 the Company acquired 51%
of Pership Logistics (Private) Limited, incorporated in Sri
Lanka, for a consideration of approximately $1,300.

On May 1, 2001, the Company acquired 51% of
Eilat Overseas Limited, incorporated in Israel, for a
consideration of approximately $700.

On January 25, 2002 the Company acquired
100% of the issued and outstanding share capital of Grupo SLI
& Union S.L., incorporated in Spain, for an initial
consideration of approximately $8,600, with the final purchase
price being dependent on certain performance criteria being
achieved over the next four years.

For the year
ended January 31, 2001

On March 30, 2000, the Company acquired
certain assets and liabilities in KCB International Limited,
incorporated in New Zealand, for a total consideration of
approximately $306.

On April 1, 2000, the Company acquired
certain assets and liabilities in Southern Overseas Express
Lines Inc., incorporated in the United States, for a
consideration of approximately $3,965. The final purchase price
is dependent on certain performance criteria being achieved over
the two-year period following the date of acquisition and has
not yet been finalized.

F-11



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

On May 1, 2000, the Company acquired 51% of
Colcarga LTDA, incorporated in Colombia, for a consideration of
$419.

On June 1, 2000, the Company acquired 100%
of the issued share capital of BTG Logistics AB, Sweden for a
consideration of approximately $2,156. The final purchase price
is dependent on certain performance criteria being achieved over
the three-year period following the date of acquisition.

On June 1, 2000 the Company acquired certain
assets and liabilities in S Stern Customs Brokers Inc.,
incorporated in the United States, for a consideration of
approximately $1,200. The final purchase price is dependent on
certain performance criteria being achieved over the three-year
period following the date of acquisition.

On July 1, 2000 the Company acquired certain
assets and liabilities in International Freight Services Group
Holdings Limited, with operations in Australia, New Zealand, the
United Kingdom and the United States, for a consideration of
approximately $3,400. The final purchase price is dependent on
certain performance criteria being achieved over the one-year
period following the date of acquisition.

Effective September 1, 2000, the Company
acquired substantially all of the assets of the Continental
group, a group of five related companies in the freight
forwarding industry under common control and incorporated in the
United States and Hong Kong, for total consideration of
approximately $27,711. The final purchase price is dependent on
certain performance criteria being achieved over the three-year
period following the date of acquisition.

Effective December 1, 2000, the Company
acquired substantially all of the assets of Walford Holdings
Limited, with operations in Australia and New Zealand, for a
consideration of approximately $3,443.

For the year
ended January 31, 2000

On February 1, 1999, the Company acquired
the entire issued share capital of Unitrans do Brasil Limitada,
incorporated in Brazil, for a consideration of $6,755 settled in
cash.

On February 1, 1999, the Company acquired
the entire issued share capital of Active Airline
Representatives BV, incorporated in the Netherlands. The final
purchase price was $618.

On February 1, 1999, the Company acquired
the entire issued share capital of Sea Air Transport BV,
incorporated in the Netherlands. The final purchase price was
$2,768.

On February 1, 1999, the Company acquired
55% of the issued share capital of Union-Transport Egypt
Limited, a company incorporated in Egypt for $362 settled in
cash.

On February 1, 1999, the Company acquired
60% of the issued share capital of Union-Transport Tasimacilik
Limited, incorporated in Turkey for $102 settled in cash.

On April 8, 1999, the Company acquired the
remaining 50% of the issued share capital of Union Air Transport
Inc., incorporated in the Philippines, for a purchase price of
$1,200 settled in cash.

On July 1, 1999, the Company acquired 50% of
the issued share capital of Co-ordinated Investment Holdings
(Proprietary) Limited, incorporated in South Africa for $261
settled in cash.

On September 1, 1999, the Company acquired
the business of Max International Freight Forwarders Corporation
and Max International Brokerage Corporation. The final purchase
price is dependent on certain performance criteria being
achieved over the three-year period following the date of
acquisition, and is estimated to be $970.

On September 1, 1999, the Company formed
Union Logistics Limited, incorporated in Ireland. This company
acquired the freight forwarding business of RMF Ireland Limited
for a purchase price of $360.

F-12



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

On September 30, 1999, the Company acquired
the entire issued share capital of Union Transport (Scotland)
Limited, a company incorporated in Scotland. The final purchase
price is estimated to be $2,100, but has not yet been finalized.
The assets and liabilities of this company were incorporated
into Union Air Transport Limited.

On November 16, 1999, the Company acquired
the remaining 11% of the share capital of Union-Transport
(India)(Private) Limited, a company incorporated in India, for a
purchase price of $240 settled in cash.

On January 31, 2000, the Company acquired
the entire issued share capital of Commerce Customs Brokers and
Freight Forwarders Limited, incorporated in Canada, together
with certain subsidiary companies. The final purchase price is
dependent on certain performance criteria being achieved over
the next three-year period following the date of acquisition,
and is estimated to be $1,200.

On December 23, 1999, the Company acquired
the business of Inter-Maritime Forwarding Company. The final
purchase price is dependent on certain performance criteria
being achieved over the next three-year period following the
date of acquisition, and is estimated to be $2,100.

The following table shows the pro forma results
of these acquisitions as if they had occurred at the beginning
of the fiscal year, and for the immediately preceding year as if
these had occurred at the beginning of that fiscal year.

|                                    |              |             |   |         |         |            |   |        |        |  |   |      |      | 
|----------------------------------- | ------------ | ----------- | - | ------- | ------- | ---------- | - | ------ | ------ |  | - | ---- | ---- | 
|                                    |              |            
|                                    |              | (Unaudited)
|                                    |              |            
|                                    |              | Gross       |   | Net     |         | Earnings  
|                                    |              | revenue     |   | income  |         | per share*
|                                    |              |             |   |         |         |           
|Fiscal year ended January 31, 2002: |              |             |   |         |         |            |   |        |        |  |   |     
|                                    | As reported  |             | $ | 889,786 |         |            | $ | 19,158 |        |  | $ | 0.75 |     
|                                    | Acquisitions |             |   | 33,298  |         |            |   | 1,366  |        |  |   | 0.05 |     
|                                    |              |             |   |         |         |            |   |        |        |  |   |     
|                                    |              | Total       |   | $       | 923,084 |            |   | $      | 20,524 |  |   | $    | 0.80 | 
|                                    |              |             |   |         |         |            |   |        |        |  |   |     
|Fiscal year ended January 31, 2001: |              |             |   |         |         |            |   |        |        |  |   |     
|                                    | As reported  |             | $ | 863,259 |         |            | $ | 18,453 |        |  | $ | 0.88 |     
|                                    | Acquisitions |             |   | 38,357  |         |            |   | 1,422  |        |  |   | 0.07 |     
|                                    |              |             |   |         |         |            |   |        |        |  |   |     
|                                    |              | Total       |   | $       | 901,616 |            |   | $      | 19,875 |  |   | $    | 0.94 | 
|                                    |              |             |   |         |         |            |   |        |        |  |   |     



---



|  |                                                                                                                                                       
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Earnings per share calculated based on 25,501,864
	and 21,053,432 diluted ordinary shares for the year ended
	January 31, 2002 and 2001, respectively.

An analysis of the net outflow of cash and cash
equivalents in respect of the acquisition of consolidated
subsidiary and associated undertakings and other goodwill is as
follows:

|                                                                                                                                   |  |                        |        |      |  |      |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                                                                                                   |  |                       
|                                                                                                                                   |  | Year ended January 31,
|                                                                                                                                   |  |                       
|                                                                                                                                   |  | 2002                   |        | 2001 |  | 2000
|                                                                                                                                   |  |                        |        |      |  |     
|Cash consideration                                                                                                                 |  | $                      | 20,158 |      |  | $    | 32,538 |   |  | $ | 21,702 |  
|Cash at bank acquired                                                                                                              |  |                        | (556   | )    |  |      | (1,391 | ) |  |   | (723   | )
|Bank overdrafts acquired                                                                                                           |  |                        | 2,266  |      |  |      | 55     |   |  |   | 788    |  
|                                                                                                                                   |  |                        |        |      |  |      |        |   |  |   |        |  
|Net outflow of cash and cash equivalents in
	respect of the purchase of subsidiary and associated
	undertakings and other goodwill |  | $                      | 21,868 |      |  | $    | 31,202 |   |  | $ | 21,767 |  
|                                                                                                                                   |  |                        |        |      |  |      |        |   |  |   |        |  

F-13



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                        |                                         |                          |        |         |        |      |        |        |        |   |        |        |        | 
|--------------------------------------- | --------------------------------------- | ------------------------ | ------ | ------- | ------ | ---- | ------ | ------ | ------ | - | ------ | ------ | ------ | 
|                                        |                                         |                         
|                                        |                                         | Year ended January 31,  
|                                        |                                         |                         
|                                        |                                         | 2002                     |        | 2001    |        | 2000
|                                        |                                         |                          |        |         |        |     
|Purchase price:                         |                                         |                          |        |         |        |      |        |        |        |   |        |       
|                                        | Cash consideration for new acquisitions |                          | $      | 9,590   |        |      | $      | 27,775 |        |   | $      | 16,486 |       
|                                        | Contingent earn-out payments            |                          |        | 10,568  |        |      |        | 4,763  |        |   |        | 5,216  |       
|                                        |                                         |                          |        |         |        |      |        |        |        |   |        |       
|                                        |                                         | Total cash consideration |        |         | 20,158 |      |        |        | 32,538 |   |        |        | 21,702 | 
|                                        | Fair value of shares issued             |                          |        |        |        |      |        | 2,500  |        |   |        |       |       
|                                       
|Less fair value of net assets acquired: |                                         |                          |        |         |        |      |        |        |        |   |        |       
|                                        | Fair value of assets                    |                          |        | 15,536  |        |      |        | 2,270  |        |   |        | 2,162  |       
|                                        | Cash at bank acquired                   |                          |        | 556     |        |      |        | 1,391  |        |   |        | 723    |       
|                                        | Liabilities assumed                     |                          |        | (12,772 | )      |      |        | (1,558 | )      |   |        | (1,262 | )     
|                                        | Bank overdrafts assumed                 |                          |        | (2,266  | )      |      |        | (55    | )      |   |        | (788   | )     
|                                        |                                         |                          |        |         |        |      |        |        |        |   |        |       
|Goodwill                                |                                         | $                        | 19,104 |         |        | $    | 28,227 |        |        | $ | 15,651 |       
|                                        |                                         |                          |        |         |        |      |        |        |        |   |        |       

3. Income Taxes

Income tax expense is comprised of the following:

|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |        |  
|---------------------------- | -------- | ------- | --- | ----- |  | ------- | --- | ----- |  | - | ----- | ------ | - | - | ----- | ------ | -
|                             |          | Federal |     | State |  | Foreign |     | Total
|                             |          |         |     |       |  |         |     |      
|Year ended January 31, 2002: |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             | Current  |         | $   |      |  |         | $   | 128   |  |   | $     | 7,633  |   |   | $     | 7,761  |  
|                             | Deferred |         |     | 517   |  |         |     | 89    |  |   |       | (397   | ) |   |       | 209    |  
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             |          | $       | 517 |       |  | $       | 217 |       |  | $ | 7,236 |        |   | $ | 7,970 |       
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|Year ended January 31, 2001: |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             | Current  |         | $   | 45    |  |         | $   |      |  |   | $     | 6,032  |   |   | $     | 6,077  |  
|                             | Deferred |         |     |      |  |         |     |      |  |   |       | 131    |   |   |       | 131    |  
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             |          | $       | 45  |       |  | $       |    |       |  | $ | 6,163 |        |   | $ | 6,208 |       
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|Year ended January 31, 2000: |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             | Current  |         | $   | 97    |  |         | $   |      |  |   | $     | 3,634  |   |   | $     | 3,731  |  
|                             | Deferred |         |     |      |  |         |     |      |  |   |       | (2,159 | ) |   |       | (2,159 | )
|                             | Other    |         |     |      |  |         |     |      |  |   |       | 80     |   |   |       | 80     |  
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       
|                             |          | $       | 97  |       |  | $       |    |       |  | $ | 1,555 |        |   | $ | 1,652 |       
|                             |          |         |     |       |  |         |     |       |  |   |       |        |   |   |       |       

F-14



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

A reconciliation of the Companys statutory
tax rate to the effective tax rate is as follows:

|                                            |                                           |                        |      |      |   |      |      |      |   |  |     |       |  
|------------------------------------------- | ----------------------------------------- | ---------------------- | ---- | ---- | - | ---- | ---- | ---- | - |  | --- | ----- | -
|                                            |                                           |                       
|                                            |                                           | Year ended January 31,
|                                            |                                           |                       
|                                            |                                           | 2002                   |      | 2001 |   | 2000
|                                            |                                           |                        |      |      |   |     
|Statutory income tax rate for the Company   |                                           |                        |     | %    |   |      |     | %    |   |  |    | %    
|Increase/(decrease) in rate resulting from: |                                           |                        |      |      |   |      |      |      |   |  |     |      
|                                            | Foreign income tax differential           |                        |      | 17.1 |   |      |      | 19.7 |   |  |     | 22.9  |  
|                                            | Non-deductible expenses                   |                        |      | 8.9  |   |      |      | 5.8  |   |  |     | 3.5   |  
|                                            | Increase in income tax rates              |                        |      | (0.2 | ) |      |      |     |   |  |     |      |  
|                                            | Deferred income tax assets not recognized |                        |      | (0.8 | ) |      |      | (2.8 | ) |  |     | (4.2  | )
|                                            | Change in valuation allowance             |                        |      | 1.8  |   |      |      | (1.1 | ) |  |     | (15.5 | )
|                                            | Other income tax                          |                        |      | 1.2  |   |      |      | 2.6  |   |  |     | 2.1   |  
|                                            |                                           |                        |      |      |   |      |      |      |   |  |     |      
|Effective income tax rate                   |                                           |                        | 28.0 | %    |   |      | 24.2 | %    |   |  | 8.8 | %    
|                                            |                                           |                        |      |      |   |      |      |      |   |  |     |      

The deferred income tax assets and deferred
income tax liabilities resulted from temporary differences
associated with the following:

|                                            |                                   |                   |        |        |   |   |        |        |  
|------------------------------------------- | --------------------------------- | ----------------- | ------ | ------ | - | - | ------ | ------ | -
|                                            |                                   |                  
|                                            |                                   | As of January 31,
|                                            |                                   |                  
|                                            |                                   | 2002              |        | 2001  
|                                            |                                   |                   |        |       
|Gross deferred income tax assets:           |                                   |                   |        |        |   |   |        |       
|                                            | Allowance for doubtful accounts   |                   | $      | 1,335  |   |   | $      | 1,527  |  
|                                            | Accruals not currently deductible |                   |        | 2,012  |   |   |        | 2,346  |  
|                                            | Property, plant and equipment     |                   |        | 226    |   |   |        |       |  
|                                            | Goodwill                          |                   |        | 1,636  |   |   |        | 1,377  |  
|                                            | Net operating loss carryforwards  |                   |        | 2,955  |   |   |        | 2,234  |  
|                                            | Other                             |                   |        | 291    |   |   |        | 338    |  
|                                            |                                   |                   |        |        |   |   |        |       
|Total gross deferred income tax assets      |                                   |                   | 8,455  |        |   |   | 7,822  |       
|Gross deferred income tax liabilities:      |                                   |                   |        |        |   |   |        |       
|                                            | Property, plant and equipment     |                   |        | (397   | ) |   |        | (143   | )
|                                            | Retirement benefit obligations    |                   |        | (1,114 | ) |   |        | (1,342 | )
|                                            | Other                             |                   |        | (951   | ) |   |        | (668   | )
|                                            |                                   |                   |        |        |   |   |        |       
|Total gross deferred income tax liabilities |                                   |                   | (2,462 | )      |   |   | (2,153 | )     
|Valuation allowance                         |                                   |                   | (5,080 | )      |   |   | (4,575 | )     
|                                            |                                   |                   |        |        |   |   |        |       
|Net deferred income tax asset               |                                   | $                 | 913    |        |   | $ | 1,094  |       
|                                            |                                   |                   |        |        |   |   |        |       

As of January 31, 2002, the Company has
federal net operating loss carryforwards of approximately
$2,565. These net operating loss carryforwards will begin to
expire in the year ending January 31, 2011. The Company has
no operating loss carryforwards relating to state taxes. The
Company also has approximately $6,527 net operating loss
carryforwards in various countries excluding the United States
of America. These expire at various dates with certain locations
having indefinite time periods in which to use their net
operating loss carryforwards.

The Company has established a valuation allowance
in accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes. The valuation allowance
primarily relates to the net operating losses of subsidiaries.
The Company continually reviews the adequacy of valuation
allowances and establishes the allowances when it is determined
that it is more likely than not that the benefits will not be
realized. During

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

the years ended January 31, 2002 and 2001,
the valuation allowance was increased by $505 and decreased by
$271, respectively. During the year ended January 31, 2000,
the decrease in valuation allowance was largely due to the
utilization of tax losses not previously recognized.

4. Earnings per Share

Earnings per share are calculated as follows:

|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |            |        | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | --------------------------------------------- | ---------- | ---------- | ------ | ---- | ---------- | ---------- | ------ |  | ---------- | ---------- | ------ | 
|                                                                                              |                                                                                                             |                                              
|                                                                                              |                                                                                                             | Year ended January 31,                       
|                                                                                              |                                                                                                             |                                              
|                                                                                              |                                                                                                             | 2002                                          |            | 2001       |        | 2000
|                                                                                              |                                                                                                             |                                               |            |            |        |     
|Basic earnings per share:                                                                     |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|                                                                                              | Net income                                                                                                  |                                               | $          | 19,158     |        |      | $          | 18,453     |        |  | $          | 16,693     |       
|                                                                                              | Dividends on preference shares                                                                              |                                               |            |           |        |      |            |           |        |  |            | 730        |       
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|                                                                                              |                                                                                                             | Net income available to ordinary shareholders |            |            | 19,158 |      |            |            | 18,453 |  |            |            | 15,963 | 
|                                                                                              | Weighted average number of ordinary shares                                                                  |                                               |            | 25,233,394 |        |      |            | 19,345,036 |        |  |            | 14,262,756 |       
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|                                                                                              |                                                                                                             | Basic earnings per share                      |            | $          | 0.76   |      |            | $          | 0.95   |  |            | $          | 1.12   | 
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|Diluted earnings per share:                                                                   |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|                                                                                              | Net income available to ordinary shareholders                                                               |                                               | $          | 19,158     |        |      | $          | 18,453     |        |  | $          | 15,963     |       
|                                                                                              | Weighted average number of ordinary shares                                                                  |                                               |            | 25,233,394 |        |      |            | 19,345,036 |        |  |            | 14,262,756 |       
|                                                                                              | Weighted average number of non-voting variable
	rate participating cumulative convertible preference shares |                                               |            |           |        |      |            | 1,197,070  |        |  |            | 4,788,281  |       
|Incremental shares, under the treasury stock
	method, required for diluted earnings per share |                                                                                                             |                                               | 268,470    |            |        |      | 511,326    |            |        |  | 304,710    |           
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|Diluted weighted average shares outstanding                                                   |                                                                                                             |                                               | 25,501,864 |            |        |      | 21,053,432 |            |        |  | 19,355,747 |           
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           
|                                                                                              |                                                                                                             | Diluted earnings per share                    |            | $          | 0.75   |      |            | $          | 0.88   |  |            | $          | 0.86   | 
|                                                                                              |                                                                                                             |                                               |            |            |        |      |            |            |        |  |            |           

The conversion of 4,788,281 of non-voting
variable rate participating cumulative convertible preference
shares into ordinary shares was effective on April 30,
2000. If this conversion had taken place on February 1,
1999, the basic and diluted earnings per share for the year
ended January 31, 2000 would have been $0.88 and $0.86,
respectively, using a weighted average number of 19,051,037
(basic) and 19,355,747 (diluted) ordinary shares
outstanding.

5. Property, Plant and
Equipment

At January 31, 2002 and 2001, property,
plant and equipment at cost and accumulated depreciation were:

|                                          |  |             |         |      |  |   |         |  
|----------------------------------------- |  | ----------- | ------- | ---- |  | - | ------- | -
|                                          |  |            
|                                          |  | January 31,
|                                          |  |            
|                                          |  | 2002        |         | 2001
|                                          |  |             |         |     
|Land                                      |  | $           | 1,967   |      |  | $ | 2,596   |  
|Buildings and leasehold improvements      |  |             | 14,624  |      |  |   | 14,457  |  
|Furniture, fixtures and equipment         |  |             | 41,611  |      |  |   | 42,928  |  
|Vehicles                                  |  |             | 6,996   |      |  |   | 9,093   |  
|                                          |  |             |         |      |  |   |         |  
|Property, plant and equipment, gross      |  |             | 65,198  |      |  |   | 69,074  |  
|Accumulated depreciation and amortization |  |             | (34,013 | )    |  |   | (34,122 | )
|                                          |  |             |         |      |  |   |         |  
|Property, plant and equipment, net        |  | $           | 31,185  |      |  | $ | 34,952  |  
|                                          |  |             |         |      |  |   |         |  

F-16



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

6. Trade Payables and Other Accrued
Liabilities

At January 31, 2002 and 2001, trade payables
and other accrued liabilities were comprised of the following:

|                                                   |                      |             |         |         |  |   |         |         | 
|-------------------------------------------------- | -------------------- | ----------- | ------- | ------- |  | - | ------- | ------- | 
|                                                   |                      |            
|                                                   |                      | January 31,
|                                                   |                      |            
|                                                   |                      | 2002        |         | 2001   
|                                                   |                      |             |         |        
|Trade payables:                                    |                      |             |         |         |  |   |         |        
|                                                   | Due to agents        |             | $       | 3,449   |  |   | $       | 5,492   | 
|                                                   | Other trade payables |             |         | 131,706 |  |   |         | 149,000 | 
|                                                   |                      |             |         |         |  |   |         |        
|Trade payables                                     |                      |             | 135,155 |         |  |   | 154,492 |        
|Other loans                                        |                      |             |        |         |  |   | 1,391   |        
|Interest payable                                   |                      |             | 56      |         |  |   | 179     |        
|Other payables and accruals                        |                      |             | 37,902  |         |  |   | 32,840  |        
|                                                   |                      |             |         |         |  |   |         |        
|Total trade payables and other accrued liabilities |                      | $           | 173,113 |         |  | $ | 188,902 |        
|                                                   |                      |             |         |         |  |   |         |        

7. Borrowings

Borrowings consist of the following:

|                          |  |                   |        |      |  |   |        | 
|------------------------- |  | ----------------- | ------ | ---- |  | - | ------ | 
|                          |  |                  
|                          |  | As of January 31,
|                          |  |                  
|                          |  | 2002              |        | 2001
|                          |  |                   |        |     
|Bank lines of credit      |  | $                 | 21,062 |      |  | $ | 32,609 | 
|Short-term borrowings     |  |                   | 11,518 |      |  |   | 11,570 | 
|Long-term bank borrowings |  |                   | 1,192  |      |  |   | 3,159  | 
|                          |  |                   |        |      |  |   |        | 
|                          |  | $                 | 33,772 |      |  | $ | 47,338 | 
|                          |  |                   |        |      |  |   |        | 

The amounts due as of January 31, 2002 are
repayable in the following fiscal years:

|                    |  |   |        | 
|------------------- |  | - | ------ | 
|2003                |  | $ | 32,580 | 
|2004                |  |   | 442    | 
|2005                |  |   | 348    | 
|2006                |  |   | 329    | 
|2007                |  |   | 43     | 
|2008 and thereafter |  |   | 30     | 
|                    |  |   |        | 
|                    |  | $ | 33,772 | 
|                    |  |   |        | 

Borrowings are denominated primarily in U.S.
dollars, British pounds sterling, euros, South African rands and
other currencies, as follows:

|                        |  |     |        |     |  |      |       |     |  |       |       |       |  |   |     |  |  |   |       |  |  |   |        | 
|----------------------- |  | --- | ------ | --- |  | ---- | ----- | --- |  | ----- | ----- | ----- |  | - | --- |  |  | - | ----- |  |  | - | ------ | 
|                        |  | US$ |        | GBP |  | Euro |       | SAR |  | Other |       | Total
|                        |  |     |        |     |  |      |       |     |  |       |       |      
|As of January 31, 2002: |  |     |        |     |  |      |       |     |  |       |       |       |  |   |     |  |  |   |       |  |  |   |        | 
|Bank lines of credit    |  | $   | 9,389  |     |  | $    | 165   |     |  | $     | 3,562 |       |  | $ |    |  |  | $ | 7,946 |  |  | $ | 21,062 | 
|Long-term bank loans    |  |     |       |     |  |      | 104   |     |  |       | 829   |       |  |   |    |  |  |   | 259   |  |  |   | 1,192  | 
|                       
|As of January 31, 2001: |  |     |        |     |  |      |       |     |  |       |       |       |  |   |     |  |  |   |       |  |  |   |        | 
|Bank lines of credit    |  |     | 21,868 |     |  |      | 1,290 |     |  |       | 1,341 |       |  |   | 112 |  |  |   | 7,998 |  |  |   | 32,609 | 
|Long-term bank loans    |  |     |       |     |  |      | 182   |     |  |       |      |       |  |   |    |  |  |   | 2,977 |  |  |   | 3,159  | 

F-17



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

As of January 31, 2002, the weighted average
interest rate on the Companys outstanding debt was 6.8%.
An analysis of interest rates by currency is as follows:

|                        |  |     |     |     |  |      |     |     |  |       |         |  |  |  |      |  |  |  |          | 
|----------------------- |  | --- | --- | --- |  | ---- | --- | --- |  | ----- | ------- |  |  |  | ---- |  |  |  | -------- | 
|                        |  | US$ |     | GBP |  | Euro |     | SAR |  | Other
|                        |  | %   |     | %   |  | %    |     | %   |  | %    
|                        |  |     |     |     |  |      |     |     |  |      
|As of January 31, 2002: |  |     |     |     |  |      |     |     |  |       |         |  |  |  |      |  |  |  |          | 
|Bank lines of credit    |  |     | 4.5 |     |  |      | 5.5 |     |  |       | 6.0-9.7 |  |  |  | 14.0 |  |  |  | 4.6-16.8 | 
|Long-term bank loans    |  |     |    |     |  |      | 2.3 |     |  |       | 4.4-6.0 |  |  |  |     |  |  |  | 9.0-16.8 | 
|                       
|As of January 31, 2001: |  |     |     |     |  |      |     |     |  |       |         |  |  |  |      |  |  |  |          | 
|Bank lines of credit    |  |     | 9.3 |     |  |      | 8.8 |     |  |       | 7.8     |  |  |  | 14.5 |  |  |  | 5.5-17.2 | 
|Long-term bank loans    |  |     |    |     |  |      | 8.3 |     |  |       |        |  |  |  |     |  |  |  | 8.7      | 

Borrowings on bank lines of credit at
January 31, 2002 and 2001 of $18,462 and $28,160,
respectively, are collateralized by trade receivables, other
assets, pledged cash deposits, pledges placed over shares of
certain subsidiaries or a combination of these, and are
repayable on demand. Trade receivables of $86,481 are pledged as
security against certain of the Companys borrowings, which
amount to $18,462 at January 31, 2002.

In August 2000, the Companys U.S. operating
company entered into a revolving credit facility with General
Electric Capital Corporation which provides for up to $29,000 of
borrowings based on a formula of eligible accounts receivables.
The credit facility matures in three years, is guaranteed by UTi
and is secured by substantially all of the assets of the U.S.
operating company and its subsidiaries as well as a pledge of
the stock of the U.S. operating company and its subsidiaries.
Interest is due and payable on borrowings under the credit
facility based on one of the following: (i) LIBOR plus
2.75%, (ii) prior to the syndication of the loan, the
latest rate for 30-day dealer placed commercial paper plus 2.75%
or (iii) after such syndication, the higher of 0.50% plus
(a) the base rate as published in the Wall Street Journal
and (b) the federal funds rate plus 0.50% per annum. The
credit agreement contains customary financial and other
covenants and restrictions applicable to the U.S. operations and
a change of control provision applicable to changes at our
holding company level.

The Company has credit facilities with Nedcor
Bank Limited, a direct subsidiary of Old Mutual plc. Old Mutual
plc is one of the Companys principal shareholders. As of
January 31, 2002, there were no outstanding balances under
these credit facilities. The interest rates on these facilities
were 5.5% and 14.0% at January 31, 2002. The Company
believes that such loans were made in the ordinary course of
business on substantially the same terms, including interest
rate and collateral, as those prevailing at the time for
comparable transactions.

The Companys credit facilities at
January 31, 2002 allow for borrowings and guarantees of up
to $90,500, depending on available receivables and other
restrictions. Borrowings under these facilities totaled $21,062
as of January 31, 2002. Of the total borrowings outstanding
as of January 31, 2002, $18,462 was secured by grants of
security interests in accounts receivable and other assets. The
purpose of these facilities is to provide the Company with
working capital, customs bonds and guarantees. Due to the global
nature of the Company, a number of financial institutions are
utilized to provide the abovementioned facilities. Consequently,
the uses of these facilities are normally restricted to the
country in which they are offered.

8. Supplemental Financial
Information

Other
Operating Expenses

Included in other operating expenses are
facilities and communication costs for the years ended
January 31, 2002, 2001 and 2000 of $37,300, $34,500 and
$27,800, respectively. In addition, other operating expenses
comprise of selling, general and administrative costs. Included
in other operating expenses for the year ended January 31,
2000 is a credit of $1,500, which represents a reimbursement of
fees from the Companys satellite communications supplier.

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Supplemental
Cash Flow Information

|                                                      |              |                        |     |       |  |      |       |       |  |  |       |       | 
|----------------------------------------------------- | ------------ | ---------------------- | --- | ----- |  | ---- | ----- | ----- |  |  | ----- | ----- | 
|                                                      |              |                       
|                                                      |              | Year ended January 31,
|                                                      |              |                       
|                                                      |              | 2002                   |     | 2001  |  | 2000
|                                                      |              |                        |     |       |  |     
|Cash paid for:                                        |              |                        |     |       |  |      |       |       |  |  |       |      
|                                                      | Interest     |                        | $   | 1,264 |  |      | $     | 5,762 |  |  | $     | 3,655 | 
|                                                      | Income taxes |                        |     | 6,674 |  |      |       | 5,267 |  |  |       | 3,113 | 
|Capital lease obligations incurred to acquire
	assets |              |                        | 927 |       |  |      | 2,521 |       |  |  | 3,934 |      

9. Retirement Benefit Plans

Defined
Contribution Plans

In certain countries, the Company operates
defined contribution retirement benefit plans for all qualifying
employees. The assets of the plans are held separately from
those of the Company, in funds under the control of trustees. In
other countries, the qualifying employees are members of
state-managed retirement benefit plans. The Company is required
to contribute a specified percentage of the payroll costs to the
retirement benefit plan to fund the benefits. The only
obligation of the Company with respect to the retirement benefit
plans is to make the required contribution. For the years ended
January 31, 2002, 2001 and 2000, the Companys
contributions to the above plans were $2,457, $2,109 and $2,322,
respectively.

Defined
Benefit Plans

The Company operates defined benefit plans for
qualifying employees in certain countries. Under these plans
employees are entitled to retirement benefits as a certain
percentage of the employees final salary on attainment of
the qualifying retirement age. No other post-retirement benefits
are provided.

The following tables, based on the latest
valuations, summarize the funded status and amounts recognized
in the Companys financial statements for defined benefit
plans.

|                                         |                                                   |                                              |   |        |       |      |   |        |        |  |   |        |        | 
|---------------------------------------- | ------------------------------------------------- | -------------------------------------------- | - | ------ | ----- | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                                         |                                                   |                                             
|                                         |                                                   | Year ended January 31,                      
|                                         |                                                   |                                             
|                                         |                                                   | 2002                                         |   | 2001   |       | 2000
|                                         |                                                   |                                              |   |        |       |     
|Change in projected benefit obligations: |                                                   |                                              |   |        |       |      |   |        |        |  |   |       
|                                         | Projected benefit obligation at beginning of year |                                              | $ | 11,380 |       |      | $ | 12,949 |        |  | $ | 11,771 |       
|                                         | Service cost                                      |                                              |   | 660    |       |      |   | 853    |        |  |   | 863    |       
|                                         | Plan participants contributions                  |                                              |   | 156    |       |      |   | 269    |        |  |   | 311    |       
|                                         | Interest cost                                     |                                              |   | 1,120  |       |      |   | 1,273  |        |  |   | 1,241  |       
|                                         | Amendments                                        |                                              |   | 31     |       |      |   |       |        |  |   |       |       
|                                         | Actuarial loss                                    |                                              |   | 1,348  |       |      |   | 89     |        |  |   | 1,082  |       
|                                         | Transfer to liability due to settlement           |                                              |   | (209   | )     |      |   |       |        |  |   | (1,442 | )     
|                                         | Benefits paid                                     |                                              |   | (658   | )     |      |   | (1,453 | )      |  |   | (1,669 | )     
|                                         | Foreign exchange translation adjustment           |                                              |   | (3,883 | )     |      |   | (2,600 | )      |  |   | 792    |       
|                                         |                                                   |                                              |   |        |       |      |   |        |        |  |   |       
|                                         |                                                   | Projected benefit obligations at end of year |   | $      | 9,945 |      |   | $      | 11,380 |  |   | $      | 12,949 | 
|                                         |                                                   |                                              |   |        |       |      |   |        |        |  |   |       

F-19



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                                                                                            |                                                |                                          |   |        |        |      |   |         |        |  |   |         |        | 
|----------------------------------------------------------------------------------------------------------- | ---------------------------------------------- | ---------------------------------------- | - | ------ | ------ | ---- | - | ------- | ------ |  | - | ------- | ------ | 
|                                                                                                            |                                                |                                         
|                                                                                                            |                                                | Year ended January 31,                  
|                                                                                                            |                                                |                                         
|                                                                                                            |                                                | 2002                                     |   | 2001   |        | 2000
|                                                                                                            |                                                |                                          |   |        |        |     
|Change in plan assets:                                                                                      |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|                                                                                                            | Fair value of plan assets at beginning of year |                                          | $ | 12,984 |        |      | $ | 14,380  |        |  | $ | 13,519  |       
|                                                                                                            | Actual returns on assets                       |                                          |   | 2,233  |        |      |   | 2,011   |        |  |   | 1,816   |       
|                                                                                                            | Employer contributions                         |                                          |   | 544    |        |      |   | 849     |        |  |   | 968     |       
|                                                                                                            | Benefits paid                                  |                                          |   | (658   | )      |      |   | (1,453  | )      |  |   | (298    | )     
|                                                                                                            | Transfer to liability due to settlement        |                                          |   | (209   | )      |      |   |        |        |  |   | (1,442  | )     
|                                                                                                            | Plan participants contribution                |                                          |   | 156    |        |      |   | 269     |        |  |   | (1,054  | )     
|                                                                                                            | Foreign exchange translation adjustment        |                                          |   | (4,452 | )      |      |   | (3,072  | )      |  |   | 871     |       
|                                                                                                            |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|                                                                                                            |                                                | Fair value of plan assets at end of year |   | $      | 10,598 |      |   | $       | 12,984 |  |   | $       | 14,380 | 
|                                                                                                            |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|Reconciliation of funded status and net amount
	recognized in the accompanying consolidated balance sheets: |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|                                                                                                            | Funded status at end of year                   |                                          | $ | 653    |        |      | $ | 1,604   |        |  | $ | 1,431   |       
|                                                                                                            | Impact of settlement                           |                                          |   |       |        |      |   |        |        |  |   | (302    | )     
|                                                                                                            | Unrecognized net loss                          |                                          |   | 1,845  |        |      |   | 2,011   |        |  |   | 2,813   |       
|                                                                                                            |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|                                                                                                            |                                                | Net amount recognized                    |   | $      | 2,498  |      |   | $       | 3,615  |  |   | $       | 3,942  | 
|                                                                                                            |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|Weighted average assumptions at end of year:                                                                |                                                |                                          |   |        |        |      |   |         |        |  |   |        
|                                                                                                            | Discount rate                                  |                                          |   | 6  11 | %      |      |   | 6  12  | %      |  |   | 6  12  | %     
|                                                                                                            | Rate of increase in future compensation levels |                                          |   | 9      | %      |      |   | 10  11 | %      |  |   | 10  11 | %     
|                                                                                                            | Expected long-term rate of return on assets    |                                          |   | 14     | %      |      |   | 10  16 | %      |  |   | 10  16 | %     

Net periodic pension expense consists of:

|                                      |                              |                        |        |      |  |      |        |     |  |   |        |     | 
|------------------------------------- | ---------------------------- | ---------------------- | ------ | ---- |  | ---- | ------ | --- |  | - | ------ | --- | 
|                                      |                              |                       
|                                      |                              | Year ended January 31,
|                                      |                              |                       
|                                      |                              | 2002                   |        | 2001 |  | 2000
|                                      |                              |                        |        |      |  |     
|Service cost component                |                              | $                      | 660    |      |  | $    | 853    |     |  | $ | 863    |    
|Plan participants contributions      |                              |                        | 156    |      |  |      | 269    |     |  |   | 311    |    
|Interest cost component               |                              |                        | 1,120  |      |  |      | 1,273  |     |  |   | 1,241  |    
|Expected return on assets             |                              |                        | (1,489 | )    |  |      | (2,011 | )   |  |   | (2,091 | )  
|Loss on settlements                   |                              |                        |       |      |  |      |       |     |  |   | 311    |    
|Amortization of unrecognized net loss |                              |                        | 52     |      |  |      | 100    |     |  |   | 54     |    
|                                      |                              |                        |        |      |  |      |        |     |  |   |        |    
|                                      | Net periodic pension expense |                        | $      | 499  |  |      | $      | 484 |  |   | $      | 689 | 
|                                      |                              |                        |        |      |  |      |        |     |  |   |        |    

Amounts recognized in the balance sheet consist
of:

|                                                       |  |                   |       |      |  |      |       |   |  |   |       |  
|------------------------------------------------------ |  | ----------------- | ----- | ---- |  | ---- | ----- | - |  | - | ----- | -
|                                                       |  |                  
|                                                       |  | As of January 31,
|                                                       |  |                  
|                                                       |  | 2002              |       | 2001 |  | 2000
|                                                       |  |                   |       |      |  |     
|Prepaid benefits included in other non-current
	assets |  | $                 | 3,191 |      |  | $    | 4,297 |   |  | $ | 4,588 |  
|Retirement fund obligations                            |  |                   | (693  | )    |  |      | (682  | ) |  |   | (646  | )
|                                                       |  |                   |       |      |  |      |       |   |  |   |       |  
|Net prepaid benefit expenses                           |  | $                 | 2,498 |      |  | $    | 3,615 |   |  | $ | 3,942 |  
|                                                       |  |                   |       |      |  |      |       |   |  |   |       |  

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

10. Shareholders Equity

During the years ended January 31, 2002,
2001 and 2000, the directors declared a dividend on the ordinary
share capital of the Company of $0.075, $0.15 and $0.14 per
share, respectively. During the year ended January 31,
2000, a preference dividend of 2% on the Companys
non-voting variable participating cumulative convertible
preference shares of no par value was declared. Total dividends
declared during each of the three years in the period ended
January 31, 2002 were as follows:

|                                        |  |                        |       |      |  |      |       |  |  |   |       | 
|--------------------------------------- |  | ---------------------- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                                        |  |                       
|                                        |  | Year ended January 31,
|                                        |  |                       
|                                        |  | 2002                   |       | 2001 |  | 2000
|                                        |  |                        |       |      |  |     
|Dividends declared on ordinary shares   |  | $                      | 1,926 |      |  | $    | 2,388 |  |  | $ | 2,060 | 
|Dividends declared on preference shares |  |                        |      |      |  |      |      |  |  |   | 730   | 
|                                        |  |                        |       |      |  |      |       |  |  |   |       | 
|                                        |  | $                      | 1,926 |      |  | $    | 2,388 |  |  | $ | 2,790 | 
|                                        |  |                        |       |      |  |      |       |  |  |   |       | 

On April 3, 2002, the directors declared a
dividend on the ordinary share capital of the Company of $0.075
per share.

11. Share-Based Plans

Summary of
the Union-Transport Share Incentive Plan

In September 1997, the Companys Board of
Directors (the Board) approved the Union-Transport
Share Incentive Plan (the Plan). For the purpose of
the Plan, the Board established the Union-Transport Share
Incentive Trust (the Trust). Officers, employees and
non-executive directors (Participants) selected by
the Board are offered the opportunity to enter into an agreement
with the Trust to acquire ordinary shares (Plan
Shares).

Under the Plan, ordinary shares are sold by the
Trust to Participants upon the Participants execution of a
contract of sale, but the purchase price for the shares is not
payable immediately. Under the terms of the Plan, the purchase
price is payable by a Participant for Plan Shares and shall not
be less than $9.69 per share or the middle market price at which
the ordinary shares traded on the day immediately preceding the
day of acceptance of the offer by the Participant. Once a
Participant has accepted the offer to purchase shares, the
trustee pays for the shares at the offer price and establishes a
Participant loan (share debt) for the total purchase
price, which is repayable by the Participant to the Trust.

Plan Shares are registered in the names of the
Participants and are pledged in favor of the Trust as security
for payment of the share debt for the purchase of the Plan
Shares. A Participants share debt bears interest at such
rate (if any) as may from time to time be determined by the
Board. Dividends on Plan Shares are paid to the Trust and are
applied in the following manner: in payment of interest on the
share debt; in payment to the Trust for reduction of share debt
(to such extent as the Board may determine); and, as to any
balance, to the relevant Participant.

Unless the Board determines otherwise, Plan
Shares may not be released to a Participant from the Plan or
from pledge to the Trust unless the share debt in respect of
such Plan Shares has been fully discharged. Provided that the
related share debt is discharged, Plan Shares are released at
the rate of 25% per year beginning on December 1, on the
fourth anniversary of the date of acceptance of the offer to
acquire Plan Shares. Except in the case of death or retirement,
the termination of a Participants employment with the
Company results in forfeiture of any Plan Shares not capable of
being released at the date of termination.

The remaining shares are available for future
awards to Plan Participants. In accordance with APB Opinion
No. 25 Accounting for Stock Issued to Employees
(APB 25), total compensation cost related to
the Plan was $131 for each of the three years ended
January 31, 2002, 2001 and 2000, with corresponding
increases to shareholders equity.

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by SFAS
No. 123 Accounting for Stock-Based Compensation
(SFAS 123) in accounting for the Plan.
Accordingly, no compensation expense has been recognized under
the fair value method; however, the Company has adopted the
disclosure-only provisions of SFAS 123. Had compensation cost
for Plan Shares awarded under the Plan been determined based on
their fair values at the grant dates together with the other
plans described herein, the Companys net income, basic
earnings per share and the diluted earnings per share would have
been as reflected in the accompanying table under the Pro Forma
Disclosure section of this note.

A summary of Plan activity is as follows:

|                                                          |                                           |                        |         |         |  |      |         |         |  |   |         |         | 
|--------------------------------------------------------- | ----------------------------------------- | ---------------------- | ------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                                                          |                                           |                       
|                                                          |                                           | Year ended January 31,
|                                                          |                                           |                       
|                                                          |                                           | 2002                   |         | 2001    |  | 2000
|                                                          |                                           |                        |         |         |  |     
|Unvested shares at beginning of year                      |                                           |                        | 127,457 |         |  |      | 130,406 |         |  |   | 117,300 |        
|Shares granted                                            |                                           |                        |        |         |  |      |        |         |  |   | 13,106  |        
|Shares exercised                                          |                                           |                        | (2,129  | )       |  |      |        |         |  |   |        |        
|Shares returned                                           |                                           |                        | (8,480  | )       |  |      | (2,949  | )       |  |   |        |        
|                                                          |                                           |                        |         |         |  |      |         |         |  |   |         |        
|Unvested shares at end of year                            |                                           |                        | 116,848 |         |  |      | 127,457 |         |  |   | 130,406 |        
|Shares available for future grants at end of year         |                                           |                        | 12,084  |         |  |      | 3,604   |         |  |   | 655     |        
|                                                          |                                           |                        |         |         |  |      |         |         |  |   |         |        
|                                                          | Total shares held in Trust at end of year |                        |         | 128,932 |  |      |         | 131,061 |  |   |         | 131,061 | 
|                                                          |                                           |                        |         |         |  |      |         |         |  |   |         |        
|Weighted average grant-date fair value of granted
	shares |                                           | $                      |        |         |  | $    |        |         |  | $ | 6.41    |        
|                                                          |                                           |                        |         |         |  |      |         |         |  |   |         |        

Summary of
the Executive Share Plan

The Companys Executive Share Plan was
established in 1994 in the form of a Guernsey Island trust for
the benefit of the Companys directors and executive
managers. A liaison committee consisting of the Companys
Chief Executive Officer and two other individuals makes
recommendations to the trustee of the trust as to how options
should be granted under this plan. With the consent of the
liaison committee, the trustee has the right to amend or
terminate this plan.

Options granted by the trust generally vest in
four annual increments of 25% each starting on either the third
or fourth anniversaries of the grant date. Options vest only as
long as participants remain employees. Until such time as the
options have vested, all bonuses earned by a participant are
paid directly to the trust to pay the option exercise price,
unless the trustee decides to exempt such bonus after
consultation with the Company.

The exercise price is set by the trustee with the
Companys consent and cannot be less than 40% of the fair
market value of the granted shares on the grant date. Options
expire if not exercised by the seventh anniversary of the grant
date. Options may not be assigned by participants to any person
without the consent of the trustee.

In accordance with APB 25, total compensation
cost related to the Executive Share Plan was $60, $141 and $276,
respectively, for the years ended January 31, 2002, 2001 and
2000, with corresponding increases to shareholders equity.

The Company applies the intrinsic value-based
methodology in accordance with APB 25 permitted by SFAS 123 in
accounting for the share options granted under the Executive
Share Plan. No compensation expense has been recognized under
the fair value method; however, the Company has adopted the
disclosure-only provisions of SFAS 123. Had compensation cost
for the shares awarded under the Executive Share Plan been
determined based on their fair value at the grant date together
with the other plans described herein, the

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Companys net income, basic earnings per
share and the diluted earnings per share would have been as
reflected in the accompanying table under the Pro Forma
Disclosure section of this note.

A summary of the Executive Share Plan option
activity is as follows:

|                                                               |                             |                                                 |         |          |         |   |      |      |  | 
|-------------------------------------------------------------- | --------------------------- | ----------------------------------------------- | ------- | -------- | ------- | - | ---- | ---- |  | 
|                                                               |                             |                                                
|                                                               |                             | Executive Share Plan                           
|                                                               |                             |                                                
|                                                               |                             |                                                 |         | Weighted
|                                                               |                             |                                                 |         | average 
|                                                               |                             | Options                                         |         | exercise
|                                                               |                             | outstanding                                     |         | price   
|                                                               |                             |                                                 |         |         
|Balance at January 31, 1999                                    |                             |                                                 | 424,298 |          |         | $ | 2.29 |     
|                                                               | Options granted             |                                                 |         |         |         |   |      |      | 
|                                                               | Options exercised           |                                                 |         | (30,100  | )       |   |      | 1.98 | 
|                                                               | Options cancelled/forfeited |                                                 |         |         |         |   |      |      | 
|                                                               |                             |                                                 |         |          |         |   |      |     
|Balance at January 31, 2000                                    |                             |                                                 | 394,198 |          |         |   | 2.29 |     
|                                                               | Options granted             |                                                 |         |         |         |   |      |      | 
|                                                               | Options exercised           |                                                 |         | (30,600  | )       |   |      | 2.28 | 
|                                                               | Options cancelled/forfeited |                                                 |         |         |         |   |      |      | 
|                                                               |                             |                                                 |         |          |         |   |      |     
|Balance at January 31, 2001                                    |                             |                                                 | 363,598 |          |         |   | 2.30 |     
|                                                               | Options granted             |                                                 |         |         |         |   |      |      | 
|                                                               | Options exercised           |                                                 |         | (269,363 | )       |   |      | 2.03 | 
|                                                               | Options cancelled/forfeited |                                                 |         |         |         |   |      |      | 
|                                                               |                             |                                                 |         |          |         |   |      |     
|Balance at January 31, 2002                                    |                             |                                                 | 94,235  |          |         |   | 3.05 |     
|Shares available for future option grants at
	January 31, 2002 |                             |                                                 | 234,245 |          |         |   |      |     
|                                                               |                             |                                                 |         |          |         |   |      |     
|                                                               |                             | Total shares held in trust at January 31,
	2002 |         |          | 328,480 |   |      |      |  | 
|                                                               |                             |                                                 |         |          |         |   |      |     

A summary of stock options outstanding and
exercisable as of January 31, 2002 is as follows:

|                         |               |                     |  |                     |        |          |  |             |     |          |  |   |      |  |  |  |        |  |  |   |      | 
|------------------------ | ------------- | ------------------- |  | ------------------- | ------ | -------- |  | ----------- | --- | -------- |  | - | ---- |  |  |  | ------ |  |  | - | ---- | 
|                         |               |                     |  |                    
|                         |               | Options outstanding |  | Options exercisable
|                         |               |                     |  |                    
|                         |               |                     |  | Weighted            |        | Weighted |  |             |     | Weighted
|                         |               |                     |  | average             |        | average  |  |             |     | average 
|                         |               | Number              |  | remaining           |        | exercise |  | Number      |     | exercise
|Range of exercise prices |               | outstanding         |  | life (years)        |        | price    |  | exercisable |     | price   
|                         |               |                     |  |                     |        |          |  |             |     |         
|                         | $1.99  $2.57 |                     |  |                     | 42,565 |          |  |             | 0.6 |          |  | $ | 2.23 |  |  |  | 30,911 |  |  | $ | 2.10 | 
|                         | $3.87         |                     |  |                     | 51,670 |          |  |             | 1.9 |          |  | $ | 3.87 |  |  |  | 21,960 |  |  | $ | 3.87 | 

Summary of
the Uniserv Share Incentive Plan

Under the Uniserv Share Incentive Plan, stock
options to purchase ordinary shares of an investor company
(United Service Technologies Limited) were granted to certain
directors and executives of the Company. The Uniserv Share
Incentive Plan was established in 1987 in the form of a Guernsey
Island trust. A liaison committee, consisting of the Chairman of
Uniserv and certain principal shareholders, makes
recommendations to the trustee of the trust as to how options
should be granted under this plan. With the consent of the
liaison committee, the trustee has the right to amend or
terminate this plan.

Options granted by the trust generally vest in
three annual increments of 33.3% each starting on the third
anniversary of the grant date. Options vest only as long as
participants remain employees of the Company. At
January 31, 2002, there were 10,000 options exercisable for
Uniserv shares at a weighted average exercise price of $0.36 per
share.

F-23



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The exercise price is set by the trustee with the
Companys consent and cannot be less than 100% of the fair
market value of the granted shares on the grant date. Options
expire if not exercised by the seventh anniversary of the grant
date. Options may not be assigned by participants to any person
without the consent of the trustee.

In accordance with APB 25, no compensation would
have been recognized for the year ended January 31, 2002,
2001 and 2000. The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by SFAS 123
in accounting for the Uniserv Share Incentive Plan. No
compensation expense has been recognized under the fair value
method. Had compensation cost for plan shares awarded under the
plan been determined based on their fair value at the grant date
together with the other plans described herein, the
Companys net income, basic earnings per share and the
diluted earnings per share would have been as reflected in the
accompanying table under the Pro Forma Disclosure section of
this note.

Summary of
the 2000 Stock Option Plan

The Companys 2000 Stock Option Plan,
created in the year ended January 31, 2001, provides for
the issuance of options to purchase ordinary shares to the
Companys directors, executives, employees and consultants.
This plan allows for the grant of incentive and non-qualified
stock options. 2,347,968 shares are reserved for issuance under
this plan, subject to adjustments.

Options granted under this plan generally vest in
four annual increments of 25% each starting on the first
anniversary of the grant date. Options vest only as long as
participants remain employees of the Company. At
January 31, 2002, there were 349,641 options exercisable at
a weighted average exercise price of $13.80 per share.

The exercise price of an incentive stock option
cannot be less than 100% of the fair market value of an ordinary
share on the grant date, and the exercise price in case of any
non-statutory stock option shall not be less than 85% of the
fair market value on the grant date. No person who owns more
than 10% of the total combined voting power of the
Companys ordinary shares may receive incentive stock
options unless the exercise price is at least 110% of the fair
market value of a share on the grant date. All options issued
under the plan have terms of ten years or less. The 2000 Stock
Option Plan terminates on March 7, 2010.

|                                   |  |                        |           |          |  |   |       | 
|---------------------------------- |  | ---------------------- | --------- | -------- |  | - | ----- | 
|                                   |  |                       
|                                   |  | 2000 Stock Option Plan
|                                   |  |                       
|                                   |  |                        |           | Weighted
|                                   |  |                        |           | average 
|                                   |  | Options                |           | exercise
|                                   |  | outstanding            |           | price   
|                                   |  |                        |           |         
|Balance at January 31, 2000.       |  |                        |          |          |  |   |       | 
|Options granted                    |  |                        | 1,456,157 |          |  | $ | 13.77 | 
|Options forfeited                  |  |                        | (17,040   | )        |  |   | 14.29 | 
|                                   |  |                        |           |          |  |   |       | 
|Balance at January 31, 2001.       |  |                        | 1,439,117 |          |  |   | 13.76 | 
|Options granted                    |  |                        | 65,172    |          |  |   | 14.00 | 
|Options exercised                  |  |                        | (11,141   | )        |  |   | 12.97 | 
|Options forfeited                  |  |                        | (35,387   | )        |  |   | 12.97 | 
|                                   |  |                        |           |          |  |   |       | 
|Balance at January 31, 2002.       |  |                        | 1,457,761 |          |  |   | 13.80 | 
|Shares available for future grant  |  |                        | 890,207   |          |  |   |       | 
|                                   |  |                        |           |          |  |   |       | 
|Total shares reserved for issuance |  |                        | 2,347,968 |          |  |   |       | 
|                                   |  |                        |           |          |  |   |       | 

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                         |                |                     |  |                     |           |          |  |             |     |          |  |   |       |  |  |  |         |  |  |   |       | 
|------------------------ | -------------- | ------------------- |  | ------------------- | --------- | -------- |  | ----------- | --- | -------- |  | - | ----- |  |  |  | ------- |  |  | - | ----- | 
|                         |                |                     |  |                    
|                         |                | Options outstanding |  | Options exercisable
|                         |                |                     |  |                    
|                         |                |                     |  | Weighted            |           | Weighted |  |             |     | Weighted
|                         |                |                     |  | average             |           | average  |  |             |     | average 
|                         |                | Number              |  | remaining           |           | exercise |  | Number      |     | exercise
|Range of exercise prices |                | outstanding         |  | life (years)        |           | price    |  | exercisable |     | price   
|                         |                |                     |  |                     |           |          |  |             |     |         
|$                        | 12.49  $15.00 |                     |  |                     | 1,252,370 |          |  |             | 8.3 |          |  | $ | 13.37 |  |  |  | 303,093 |  |  | $ | 13.40 | 
|$                        | 16.00  $18.13 |                     |  |                     | 205,391   |          |  |             | 8.7 |          |  | $ | 16.41 |  |  |  | 46,548  |  |  | $ | 16.43 | 

The weighted average grant-date fair value of
options granted during the years ended January 31, 2002 and
2001 was $5.57 and $6.75, respectively.

In accordance with APB 25, no compensation would
have been recognized for the years ended January 31, 2002,
2001 and 2000. The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by SFAS 123
in accounting for the 2000 Stock Option Plan. No compensation
expense has been recognized under the fair value method. Had
compensation cost for plan shares awarded under the plan been
determined based on their fair value at the grant date together
with the other plans described herein, the Companys net
income, basic earnings per share and the diluted earnings per
share would have been as reflected in the accompanying table
under the Pro Forma Disclosure section of this note.

Summary of
Non-Employee Directors Share Option Plan

The Companys Non-Employee Directors Share
Option Plan provides for the issuance of options to purchase
ordinary shares to each of the Companys non-employee
directors. Under this plan, three non-employee directors
received initial grants of options to purchase a total of 33,000
ordinary shares, with exercise prices ranging from $15.92 to
$17.25 per share. As new non-employee directors are added to the
Board, they will each receive on the day they join the Board an
initial grant of options to purchase 15,000 ordinary shares.
This plan also provides that each non-employee director is to be
granted options to purchase 3,000 ordinary shares on the date of
each of the Companys annual meetings. A total of 400,000
shares have been reserved for the issuance of options under this
plan, subject to adjustment in the event of specific types of
changes in our capitalization.

Options granted under this plan vest in three
annual increments, beginning one year from the grant date. The
option exercise price is equal to the fair market value of the
underlying ordinary shares as of the grant

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

date. Options granted under this plan expire ten
years from the grant date unless terminated earlier as provided
for in this plan. A summary of activity under this plan is as
follows:

|                                  |  |                        |         |          |  |   |       | 
|--------------------------------- |  | ---------------------- | ------- | -------- |  | - | ----- | 
|                                  |  |                       
|                                  |  | Non-Employee Directors
|                                  |  | Share Option Plan     
|                                  |  |                       
|                                  |  |                        |         | Weighted
|                                  |  |                        |         | average 
|                                  |  | Options                |         | exercise
|                                  |  | outstanding            |         | price   
|                                  |  |                        |         |         
|Balance at January 31, 2000.      |  |                        |        |          |  |   |       | 
|Options granted                   |  |                        | 33,000  |          |  | $ | 16.79 | 
|Options exercised                 |  |                        |        |          |  |   |       | 
|Options forfeited                 |  |                        |        |          |  |   |       | 
|                                  |  |                        |         |          |  |   |       | 
|Balance at January 31, 2001.      |  |                        | 33,000  |          |  |   | 16.79 | 
|Options granted                   |  |                        | 21,000  |          |  |   | 15.92 | 
|Options exercised                 |  |                        |        |          |  |   |       | 
|Options forfeited                 |  |                        |        |          |  |   |       | 
|                                  |  |                        |         |          |  |   |       | 
|Balance at January 31, 2002.      |  |                        | 54,000  |          |  |   | 16.45 | 
|Shares available for future grant |  |                        | 346,000 |          |  |   |       | 
|                                  |  |                        |         |          |  |   |       | 
|Total shares held in Trust        |  |                        | 400,000 |          |  |   |       | 
|                                  |  |                        |         |          |  |   |       | 

|                         |                |                     |  |                     |        |          |  |             |     |          |  |   |       |  |  |  |        |  |  |   |       | 
|------------------------ | -------------- | ------------------- |  | ------------------- | ------ | -------- |  | ----------- | --- | -------- |  | - | ----- |  |  |  | ------ |  |  | - | ----- | 
|                         |                |                     |  |                    
|                         |                | Options outstanding |  | Options exercisable
|                         |                |                     |  |                    
|                         |                |                     |  | Weighted            |        | Weighted |  |             |     | Weighted
|                         |                |                     |  | average             |        | average  |  |             |     | average 
|                         |                | Number              |  | remaining           |        | exercise |  | Number      |     | exercise
|Range of exercise prices |                | outstanding         |  | life (years)        |        | price    |  | exercisable |     | price   
|                         |                |                     |  |                     |        |          |  |             |     |         
|$                        | 15.92  $17.25 |                     |  |                     | 54,000 |          |  |             | 9.1 |          |  | $ | 16.45 |  |  |  | 11,000 |  |  | $ | 16.79 | 

The weighted average grant-date fair value of
options granted during the years ended January 31, 2002 and
2001 was $6.49 and $7.98, respectively.

In accordance with APB 25, no compensation would
have been recognized for the years ended January 31, 2002,
2001 and 2000. The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by SFAS 123
in accounting for the Non-Employee Directors Share Option Plan.
No compensation expense has been recognized under the fair value
method. Had compensation cost for plan shares awarded under the
plan been determined based on their fair value at the grant date
together with the other plans described herein, the
Companys net income, basic earnings per share and the
diluted earnings per share would have been as reflected in the
accompanying table under the Pro Forma Disclosure section of
this note.

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

Pro Forma
Disclosure

The Company has adopted the disclosure-only
provisions of SFAS 123. Had compensation cost been determined
under the fair value method, the Companys net income,
basic earnings per share and diluted earnings per share would
have been as follows:

|                                       |  |                        |        |      |  |      |        |  |  |   |        | 
|-------------------------------------- |  | ---------------------- | ------ | ---- |  | ---- | ------ |  |  | - | ------ | 
|                                       |  |                       
|                                       |  | Year ended January 31,
|                                       |  |                       
|                                       |  | 2002                   |        | 2001 |  | 2000
|                                       |  |                        |        |      |  |     
|Net income as reported                 |  | $                      | 19,158 |      |  | $    | 18,453 |  |  | $ | 16,693 | 
|Pro forma net income                   |  |                        | 16,727 |      |  |      | 15,825 |  |  |   | 16,517 | 
|Basic earnings per share as reported   |  |                        | 0.76   |      |  |      | 0.95   |  |  |   | 1.12   | 
|Diluted earnings per share as reported |  |                        | 0.75   |      |  |      | 0.88   |  |  |   | 0.86   | 
|Pro forma basic earnings per share     |  |                        | 0.66   |      |  |      | 0.82   |  |  |   | 1.11   | 
|Pro forma diluted earnings per share   |  |                        | 0.66   |      |  |      | 0.75   |  |  |   | 0.85   | 

The foregoing impact of compensation costs,
calculated in accordance with the fair value method described in
SFAS 123, was determined under the Black-Scholes option-pricing
model using the following weighted average assumptions:

|                                 |  |             |         |      |  |  |         | 
|-------------------------------- |  | ----------- | ------- | ---- |  |  | ------- | 
|                                 |  |            
|                                 |  | Year ended 
|                                 |  | January 31,
|                                 |  |            
|                                 |  | 2002        |         | 2001
|                                 |  |             |         |     
|Risk free rate of return, annual |  |             | 4%      |      |  |  | 6%      | 
|Expected life                    |  |             | 5 years |      |  |  | 5 years | 
|Expected volatility              |  |             | 39%     |      |  |  | 48%     | 
|Dividend yield                   |  |             | 1%      |      |  |  | 1%      | 

Summary of
the Phoenix Gratuity Share Plan

The Phoenix Gratuity Share Plan was established
in May 2000 by a shareholder in the form of a Guernsey Island
trust as the successor to certain aspects of a previously
established Guernsey Island trust. The beneficiaries of this
trust include present and former employees and directors of the
Company and the present and former employees of any other
company in which the Company has a direct or indirect
shareholder interest and which the Company directly or
indirectly controls. The class of eligible beneficiaries
specifically excludes United States persons and trusts
established for the benefit of United States persons. No part of
the income or capital of this trust may be paid or accumulated
for the benefit of any United States person or trust for the
benefit of any United States person. A total of 204,592 of the
Companys issued ordinary shares were transferred from a
predecessor trust to the Phoenix Gratuity Share Plan in May 2000.

No person may claim any right to the trusts
property or to any trust account or any rights to information
with respect to the trust prior to the trusts expiration
or the expiration of respective accounts, unless the trustees
determine otherwise.

The trustees have all powers with regard to all
trust property, including voting and all other rights and powers
with respect to the Companys ordinary shares held in the
trust, subject to the written consent of the Council of
Protectors of the trust. The Council of Protectors of the trust
includes certain principal shareholders of the Company.

The trust was terminated in September 2000, at
which time all shares had been issued from the trust, so there
was no activity related to this trust in the year ended
January 31, 2002. Compensation cost related to share awards
would have been $3,680 and $994 for the years ended
January 31, 2001 and 2000, respectively,

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

with corresponding increases to
shareholders equity. A summary of the share activity
related to the Phoenix Gratuity Share Plan (including its
predecessor plan) is as follows:

|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |         | 
|--------------------------------------------------------- | -------------------------- | ---------------------- | - | ---- |  | ---- | -------- | - |  | - | ------- | ------- | 
|                                                          |                            |                       
|                                                          |                            | Year ended January 31,
|                                                          |                            |                       
|                                                          |                            | 2002                   |   | 2001 |  | 2000
|                                                          |                            |                        |   |      |  |     
|Unvested shares at beginning of year                      |                            |                        |  |      |  |      |         |   |  |   |        |        
|Shares granted                                            |                            |                        |  |      |  |      | 228,974  |   |  |   | 75,826  |        
|Shares vested                                             |                            |                        |  |      |  |      | (228,974 | ) |  |   | (75,826 | )      
|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |        
|Unvested shares at end of year                            |                            |                        |  |      |  |      |         |   |  |   |        |        
|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |        
|Shares available for future grants                        |                            |                        |  |      |  |      |         |   |  |   | 228,974 |        
|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |        
|                                                          | Total shares held in trust |                        |   |     |  |      |          |  |  |   |         | 228,974 | 
|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |        
|Weighted average grant-date fair value of granted
	shares |                            | $                      |  |      |  | $    | 16.07    |   |  | $ | 13.12   |        
|                                                          |                            |                        |   |      |  |      |          |   |  |   |         |        

Shares Held
in Employer Stock Benefit Trusts

The market value of unallocated ordinary shares
held in the trusts related to the Plan and the Executive Share
Plan was recorded in the consolidated balance sheets and
presented as an offset to shareholders equity. The excess
of market value over cost of the ordinary shares would be
recorded as an addition to shareholders equity. The
resulting net impact to total shareholders equity was a
decrease of $1,270 in each of the years ended January 31,
2002, 2001 and 2000.

The ordinary shares held by the trusts which had
not been awarded to participants, or where the Company had not
committed to release the shares because the related share debt
had not been discharged by the participant, have been excluded
from the denominator in computing basic earnings per share.
Dilutive potential ordinary shares have been included in the
denominator in computing diluted earnings per share.

Summary of
2000 Employee Share Purchase Plan

The Companys 2000 Employee Share Purchase
Plan provides the Companys employees (including employees
of selected subsidiaries where permitted under local law) with
an opportunity to purchase ordinary shares through accumulated
payroll deductions. A total of 400,000 ordinary shares are
reserved for issuance under this plan, subject to adjustments as
provided for in the plan.

Employees in selected subsidiaries who have
worked for the Company for a year or more are eligible to
participate in the plan. Eligible employees become plan
participants by completing subscription agreements authorizing
payroll deductions which are used to purchase the ordinary
shares. The plan is administered in quarterly offering periods
and the first offering period commenced May 1, 2001. The
purchase price is the lower of 85% of the fair market value of
the Companys ordinary shares on either the first or last
day of each offering period. Employee payroll deductions cannot
exceed 10% of a participants current compensation and are
subject to an annual maximum of $25.

12. Derivative Financial
Instruments

The Company utilizes forward exchange contracts
to reduce its exposure to foreign currency denominated
liabilities. Foreign exchange contracts purchased are primarily
denominated in the currencies of the Companys principal
markets. The Company does not enter into derivative contracts
for speculative purposes.

As of January 31, 2002, the Company had
contracted to sell the following amounts under forward exchange
contracts which all mature within 30 days of
January 31, 2002: $2,870 in euros; $1,768 in U.S. dollars;
$840 in British pounds sterling; $68 in Hong Kong dollars; and,
$303 in other currencies. As of

F-28



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

January 31, 2001, the amounts were $714 in
euros; $2,526 in U.S. dollars; $391 in British pounds sterling;
and $1,195 in other currencies. The fair values of forward
exchange contracts were $134 and $(208) for the year ended
January 31, 2002 and 2001, respectively.

13. Commitments

At January 31, 2002, the Company had
outstanding commitments under capital and non-cancelable
operating leases, which fall due in the years ended
January 31, as follows:

|                                                   |  |         |        |           |  |   |        | 
|-------------------------------------------------- |  | ------- | ------ | --------- |  | - | ------ | 
|                                                   |  | Capital |        | Operating
|                                                   |  | leases  |        | leases   
|                                                   |  |         |        |          
|2003                                               |  | $       | 2,053  |           |  | $ | 13,236 | 
|2004                                               |  |         | 1,741  |           |  |   | 9,291  | 
|2005                                               |  |         | 782    |           |  |   | 6,684  | 
|2006                                               |  |         | 298    |           |  |   | 5,076  | 
|2007                                               |  |         | 18     |           |  |   | 4,034  | 
|2008 and thereafter                                |  |         | 6,007  |           |  |   | 6,591  | 
|                                                   |  |         |        |           |  |   |        | 
|Total payments                                     |  |         | 10,899 |           |  | $ | 44,912 | 
|                                                   |  |         |        |           |  |   |        | 
|Less amounts representing interest                 |  |         | (3,393 | )         |  |   |        | 
|                                                   |  |         |        |           |  |   |        | 
|Present value of minimum capital lease obligations |  | $       | 7,506  |           |  |   |        | 
|                                                   |  |         |        |           |  |   |        | 

The Company has obligations under various
operating lease agreements ranging from one to ten years. The
leases are for property, plant and equipment. These leases
require minimum annual payments, which are expensed as incurred.
Total rent expense for the years ended January 31, 2002,
2001 and 2000 was $20,779, $18,788 and $16,154, respectively.

It is the Companys policy to lease certain
of its property, plant and equipment under capital leases. The
normal lease term for plant and equipment is two to five years
and the normal lease term for property varies between three and
ten years. For the year ended January 31, 2002, the average
effective borrowing rate for property, plant and equipment under
capital leases was 11%. Interest rates usually vary during the
contract period. The net book value of assets under capital
leases as of January 31, 2002 and 2001 was $7,415 and
$11,467, respectively.

Capital commitments contracted for, but not
provided in the accompanying consolidated balance sheet as of
January 31, 2002 totaled $367.

14. Contingencies

As of January 31, 2002, the Companys
contingent liabilities were related to claims of $346. The
Company carries commercial insurance, which is sufficient to
cover the majority of these claims.

The Company is subject to legal proceedings and
claims, which arise in the ordinary course of its business.

The Company is involved in litigation in Italy
and England with the former ultimate owner of Per Transport SpA
and related entities in connection with its April 1998
acquisition of Per Transport SpA and its subsequent termination
of the employment of the former ultimate owner as a consultant.
The suits seek monetary damages, including compensation for
termination of the owners consulting agreement. The
Company has brought counter-claims for monetary damages in
relation to warranty claims under the purchase agreement. The
Company has recently been advised that proceedings to recover
amounts owing by the former ultimate owner and other entities
owned by him, to third parties may be instituted against the
Company. It is

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

alleged that Per Transport SpA guaranteed certain
obligations of these other entities owned by the former ultimate
owner. The Company believes that these guarantees are the
responsibility of the former ultimate owner. These guarantees
were made prior to its acquisition, were not disclosed to the
Company during its acquisition negotiations nor were they
disclosed in the audited statutory financial statements of Per
Transport SpA. Civil and criminal proceedings have also been
instituted against the former ultimate owner in relation to
these guarantees. The total of all such actual and potential
claims is approximately $11 million. The Company believes
that it has adequate defenses in relation to these claims if
these proceedings are brought against it.

The Company is one of seven defendants named in a
lawsuit filed on July 30, 2001 in the U.S. Bankruptcy Court
for the Southern District of New York. The plaintiff, the
committee of unsecured creditors of FMI Forwarding (formerly
known as Intermaritime Forwarding), alleges under a theory of
fraudulent conveyance that UTi paid inadequate consideration for
certain assets of Intermaritime Forwarding and also alleges that
UTi is liable for debts of FMI Forwarding on a successor
liability theory. The plaintiff seeks recovery in an amount not
less than $4.6 million. The Company believes that it will
ultimately prevail in this matter.

The Company is one of approximately 83 defendants
named in two class action lawsuits which were originally filed
on September 19, 1995 and subsequently consolidated in the
District Court of Brazaria County, Texas (23rd Judicial
District) where it is alleged that various defendants sold
chemicals that were utilized in the Gulf War by the Iraqi army
which caused personal injuries to U.S. armed services personnel
and their families, including birth defects. The lawsuits were
brought on behalf of the military personnel who served in the
Gulf War and their families and the plaintiffs are seeking in
excess of $1 billion in damages. To date, the plaintiffs have
not obtained class certification. The Company believes they are
a defendant in the suit because an entity that sold the Company
assets in 1993 is a defendant. The Company believes it will
prevail in this matter because the alleged actions giving rise
to the claims occurred prior to our purchase of the assets. The
Company further believes that it will ultimately prevail in this
matter since it never manufactured chemicals and the plaintiffs
have been unable to thus far produce evidence that the Company
acted as a freight forwarder for cargo that included chemicals
used by the Iraqi army.

In the opinion of the directors, the amount of
ultimate liability with respect to these actions will not
materially affect the results of operations or financial
position of the Company.

15. Related Party Transactions

Payments made to directors for services and fees
were as follows:

|                |  |                        |     |      |  |      |    |  |  |   |    | 
|--------------- |  | ---------------------- | --- | ---- |  | ---- | -- |  |  | - | -- | 
|                |  |                       
|                |  | Year ended January 31,
|                |  |                       
|                |  | 2002                   |     | 2001 |  | 2000
|                |  |                        |     |      |  |     
|Services        |  | $                      | 216 |      |  | $    | 30 |  |  | $ | 30 | 
|Directors fees |  |                        | 123 |      |  |      | 47 |  |  |   | 62 | 

Certain directors have interests in companies
that hold shares in UTi either directly or indirectly. At
January 31, 2000, the Company had loans payable to these
companies totaling $462, which were paid in full in the year
ended January 31, 2001.

On February 1, 1999, Union-Transport
International Inc., a subsidiary company, acquired the entire
issued share capital of Unitrans do Brasil Limitada,
incorporated in Brazil for a consideration of $6,755 settled in
cash. The company was acquired from a company in which certain
directors have an interest.

16. Segment Reporting

The Companys reportable segments are
geographic segments comprised of Europe, the Americas, Asia
Pacific and Africa, which offer similar products and services.
They are managed separately because each

F-30



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

segment requires close customer contact by senior
management, individual requirements of customers differ between
regions and each region is affected by similar economic
conditions.

For segmental reporting purposes by geographic
region, gross airfreight and ocean freight forwarding revenues
for the movement of goods is attributed to the country where the
shipment originates. Gross revenues, as well as net revenues,
for all other services are attributed to the country where the
services are performed. Net revenues for airfreight and ocean
freight forwarding related to the movement of the goods are
prorated between the country of origin and the destination
country, based on a standard formula.

Certain information regarding the Companys
operations by segment is summarized as follows.

|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|------------------------------------- |  | ------ | ------- | -------- |  | ------------ | ------- | ------ |  | --------- | ------- | ----- |  | - | ------- |  |  | - | ------ | - |  | - | ------- | -
|                                     
|Year ended January 31, 2002          
|                                     
|                                      |  | Europe |         | Americas |  | Asia Pacific |         | Africa |  | Corporate |         | Total
|                                      |  |        |         |          |  |              |         |        |  |           |         |      
|Gross revenue from external customers |  | $      | 264,280 |          |  | $            | 258,008 |        |  | $         | 242,950 |       |  | $ | 124,548 |  |  | $ |       |   |  | $ | 889,786 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Net revenue                           |  | $      | 62,457  |          |  | $            | 94,045  |        |  | $         | 60,075  |       |  | $ | 87,982  |  |  | $ |       |   |  | $ | 304,559 |  
|Staff costs                           |  |        | 35,632  |          |  |              | 56,614  |        |  |           | 26,238  |       |  |   | 33,373  |  |  |   | 4,148  |   |  |   | 156,005 |  
|Depreciation                          |  |        | 2,571   |          |  |              | 2,462   |        |  |           | 1,775   |       |  |   | 2,264   |  |  |   | 339    |   |  |   | 9,411   |  
|Amortization of goodwill              |  |        | 531     |          |  |              | 3,096   |        |  |           | 1,432   |       |  |   | 280     |  |  |   |       |   |  |   | 5,339   |  
|Other operating expenses              |  |        | 16,262  |          |  |              | 29,859  |        |  |           | 18,098  |       |  |   | 38,860  |  |  |   | 1,055  |   |  |   | 104,134 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Operating income/(loss)               |  | $      | 7,461   |          |  | $            | 2,014   |        |  | $         | 12,532  |       |  | $ | 13,205  |  |  | $ | (5,542 | ) |  |   | 29,670  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Interest expense, net                 |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (1,210  | )
|Gains on foreign exchange             |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | 17      |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Pretax income                         |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | 28,477  |  
|Income tax expense                    |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (7,970  | )
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Income before minority interests      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  | $ | 20,507  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Segment assets at year-end            |  | $      | 107,998 |          |  | $            | 105,294 |        |  | $         | 80,574  |       |  | $ | 69,268  |  |  | $ | 41,477 |   |  | $ | 404,611 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Capital expenditures                  |  | $      | 2,779   |          |  | $            | 2,071   |        |  | $         | 2,091   |       |  | $ | 2,683   |  |  | $ | 14     |   |  | $ | 9,638   |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  

F-31



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|------------------------------------- |  | ------ | ------- | -------- |  | ------------ | ------- | ------ |  | --------- | ------- | ----- |  | - | ------- |  |  | - | ------ | - |  | - | ------- | -
|                                     
|Year ended January 31, 2001          
|                                     
|                                      |  | Europe |         | Americas |  | Asia Pacific |         | Africa |  | Corporate |         | Total
|                                      |  |        |         |          |  |              |         |        |  |           |         |      
|Gross revenue from external customers |  | $      | 266,560 |          |  | $            | 293,150 |        |  | $         | 179,286 |       |  | $ | 124,263 |  |  | $ |       |   |  | $ | 863,259 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Net revenue                           |  | $      | 62,702  |          |  | $            | 100,577 |        |  | $         | 42,992  |       |  | $ | 95,575  |  |  | $ |       |   |  | $ | 301,846 |  
|Staff costs                           |  |        | 33,024  |          |  |              | 58,548  |        |  |           | 19,929  |       |  |   | 40,315  |  |  |   | 2,610  |   |  |   | 154,426 |  
|Depreciation                          |  |        | 2,525   |          |  |              | 2,119   |        |  |           | 1,060   |       |  |   | 3,292   |  |  |   | 64     |   |  |   | 9,060   |  
|Amortization of goodwill              |  |        | 564     |          |  |              | 2,516   |        |  |           | 879     |       |  |   | 347     |  |  |   |       |   |  |   | 4,306   |  
|Other operating expenses              |  |        | 19,882  |          |  |              | 32,982  |        |  |           | 12,188  |       |  |   | 44,279  |  |  |   | 515    |   |  |   | 109,846 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Operating income/(loss)               |  | $      | 6,707   |          |  | $            | 4,412   |        |  | $         | 8,936   |       |  | $ | 7,342   |  |  | $ | (3,189 | ) |  |   | 24,208  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Interest expense, net                 |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (2,221  | )
|Gains on foreign exchange             |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | 3,636   |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Pretax income                         |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | 25,623  |  
|Income tax expense                    |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (6,208  | )
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Income before minority interests      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  | $ | 19,415  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Segment assets at year-end            |  | $      | 94,568  |          |  | $            | 141,117 |        |  | $         | 75,475  |       |  | $ | 74,335  |  |  | $ | 58,258 |   |  | $ | 443,753 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Capital expenditures                  |  | $      | 2,843   |          |  | $            | 4,116   |        |  | $         | 2,372   |       |  | $ | 3,285   |  |  | $ | 26     |   |  | $ | 12,642  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  

|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|------------------------------------- |  | ------ | ------- | -------- |  | ------------ | ------- | ------ |  | --------- | ------- | ----- |  | - | ------- |  |  | - | ------ | - |  | - | ------- | -
|                                     
|Year ended January 31, 2000          
|                                     
|                                      |  | Europe |         | Americas |  | Asia Pacific |         | Africa |  | Corporate |         | Total
|                                      |  |        |         |          |  |              |         |        |  |           |         |      
|Gross revenue from external customers |  | $      | 217,184 |          |  | $            | 241,954 |        |  | $         | 118,965 |       |  | $ | 128,852 |  |  | $ |       |   |  | $ | 706,955 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Net revenue                           |  | $      | 56,102  |          |  | $            | 67,928  |        |  | $         | 30,863  |       |  | $ | 90,724  |  |  | $ |       |   |  | $ | 245,617 |  
|Staff costs                           |  |        | 32,611  |          |  |              | 38,861  |        |  |           | 14,627  |       |  |   | 37,225  |  |  |   | 1,006  |   |  |   | 124,330 |  
|Depreciation                          |  |        | 2,093   |          |  |              | 1,453   |        |  |           | 691     |       |  |   | 3,517   |  |  |   | 44     |   |  |   | 7,798   |  
|Amortization of goodwill              |  |        | 445     |          |  |              | 1,720   |        |  |           | 406     |       |  |   | 367     |  |  |   | (3     | ) |  |   | 2,935   |  
|Other operating expenses              |  |        | 16,604  |          |  |              | 20,812  |        |  |           | 10,537  |       |  |   | 42,849  |  |  |   | (770   | ) |  |   | 90,032  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Operating income/(loss)               |  | $      | 4,349   |          |  | $            | 5,082   |        |  | $         | 4,602   |       |  | $ | 6,766   |  |  | $ | (277   | ) |  |   | 20,522  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Interest expense, net                 |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (1,299  | )
|Losses on foreign exchange            |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (473    | )
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Pretax income                         |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | 18,750  |  
|Income tax expense                    |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   | (1,652  | )
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Income before minority interests      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  | $ | 17,098  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Segment assets at year-end            |  | $      | 73,484  |          |  | $            | 89,694  |        |  | $         | 35,099  |       |  | $ | 65,830  |  |  | $ | 23,991 |   |  | $ | 288,098 |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  
|Capital expenditures                  |  | $      | 4,526   |          |  | $            | 3,230   |        |  | $         | 1,363   |       |  | $ | 3,586   |  |  | $ | 219    |   |  | $ | 12,924  |  
|                                      |  |        |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |        |   |  |   |         |  

Intercompany transactions are priced at cost.
Where two or more subsidiaries are involved in the handling of a
consignment, the net revenue is shared based upon a standard
formula, which is adopted across the Company.

F-32



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

The following table shows the gross revenue and
net revenue attributable to the Companys principal
services.

|               |                          |                        |         |         |  |      |         |         |  |   |         |         | 
|-------------- | ------------------------ | ---------------------- | ------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|               |                          |                       
|               |                          | Year ended January 31,
|               |                          |                       
|               |                          | 2002                   |         | 2001    |  | 2000
|               |                          |                        |         |         |  |     
|Gross revenue: |                          |                        |         |         |  |      |         |         |  |   |         |        
|               | Airfreight forwarding    |                        | $       | 491,946 |  |      | $       | 474,213 |  |   | $       | 399,289 | 
|               | Ocean freight forwarding |                        |         | 255,272 |  |      |         | 254,054 |  |   |         | 208,865 | 
|               | Customs brokerage        |                        |         | 55,875  |  |      |         | 58,104  |  |   |         | 40,453  | 
|               | Other                    |                        |         | 86,693  |  |      |         | 76,888  |  |   |         | 58,348  | 
|               |                          |                        |         |         |  |      |         |         |  |   |         |        
|               |                          | $                      | 889,786 |         |  | $    | 863,259 |         |  | $ | 706,955 |        
|               |                          |                        |         |         |  |      |         |         |  |   |         |        
|Net revenue:   |                          |                        |         |         |  |      |         |         |  |   |         |        
|               | Airfreight forwarding    |                        | $       | 142,312 |  |      | $       | 145,594 |  |   | $       | 124,177 | 
|               | Ocean freight forwarding |                        |         | 58,633  |  |      |         | 54,461  |  |   |         | 44,078  | 
|               | Customs brokerage        |                        |         | 54,034  |  |      |         | 55,295  |  |   |         | 40,156  | 
|               | Other                    |                        |         | 49,580  |  |      |         | 46,496  |  |   |         | 37,206  | 
|               |                          |                        |         |         |  |      |         |         |  |   |         |        
|               |                          | $                      | 304,559 |         |  | $    | 301,846 |         |  | $ | 245,617 |        
|               |                          |                        |         |         |  |      |         |         |  |   |         |        

17. Selected Quarterly Financial Data
(Unaudited)

|                               |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |         | 
|------------------------------ | ---- | ----- | - | ------- |  | ----- | - | ------- |  | ----- | - | ------- |  |  | - | ------- |  |  | - | ------- | 
|For the year ended January 31, |      | First |   | Second  |  | Third |   | Fourth  |  | Total
|                               |      |       |   |         |  |       |   |         |  |      
|Gross revenue:                 |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       | $ | 214,972 |  |       | $ | 219,417 |  |       | $ | 235,605 |  |  | $ | 219,792 |  |  | $ | 889,786 | 
|                               | 2001 |       |   | 192,692 |  |       |   | 209,293 |  |       |   | 240,766 |  |  |   | 220,508 |  |  |   | 863,259 | 
|Net revenue:                   |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       |   | 74,176  |  |       |   | 78,973  |  |       |   | 79,637  |  |  |   | 71,773  |  |  |   | 304,559 | 
|                               | 2001 |       |   | 65,801  |  |       |   | 75,332  |  |       |   | 82,785  |  |  |   | 77,928  |  |  |   | 301,846 | 
|Operating income:              |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       |   | 5,304   |  |       |   | 8,485   |  |       |   | 9,476   |  |  |   | 6,405   |  |  |   | 29,670  | 
|                               | 2001 |       |   | 3,947   |  |       |   | 7,179   |  |       |   | 7,999   |  |  |   | 5,083   |  |  |   | 24,208  | 
|Net income:                    |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       |   | 4,020   |  |       |   | 5,409   |  |       |   | 5,931   |  |  |   | 3,798   |  |  |   | 19,158  | 
|                               | 2001 |       |   | 2,337   |  |       |   | 4,783   |  |       |   | 4,823   |  |  |   | 6,510   |  |  |   | 18,453  | 
|Basic earnings per share:      |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       |   | 0.16    |  |       |   | 0.22    |  |       |   | 0.24    |  |  |   | 0.15    |  |  |   | 0.76    | 
|                               | 2001 |       |   | 0.16    |  |       |   | 0.29    |  |       |   | 0.25    |  |  |   | 0.26    |  |  |   | 0.95    | 
|Diluted earnings per share:    |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |        
|                               | 2002 |       |   | 0.16    |  |       |   | 0.21    |  |       |   | 0.23    |  |  |   | 0.15    |  |  |   | 0.75    | 
|                               | 2001 |       |   | 0.12    |  |       |   | 0.24    |  |       |   | 0.24    |  |  |   | 0.26    |  |  |   | 0.88    | 

F-33



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##### Table of Contents



UTi Worldwide Inc.






Schedule II


Valuation and Qualifying Accounts


(in thousands)


Allowance for Doubtful Accounts

|                       |  |                   |        |                 |  |                 |       |       |  |             |        |             |  |   |     |  |  |   |        |   |  |   |        | 
|---------------------- |  | ----------------- | ------ | --------------- |  | --------------- | ----- | ----- |  | ----------- | ------ | ----------- |  | - | --- |  |  | - | ------ | - |  | - | ------ | 
|                       |  |                   |        |                 |  |                 |       |       |  | Foreign     |        |            
|                       |  | Balance at        |        | Amounts charged |  | Charges against |       |       |  | currency    |        | Balance at 
|Year ended January 31, |  | beginning of year |        | to expense      |  | the allowance   |       | Other |  | translation |        | end of year
|                       |  |                   |        |                 |  |                 |       |       |  |             |        |            
|2002                   |  | $                 | 11,156 |                 |  | $               | 3,680 |       |  | $           | (4,436 | )           |  | $ | 473 |  |  | $ | (1,235 | ) |  | $ | 9,638  | 
|2001                   |  |                   | 11,303 |                 |  |                 | 4,602 |       |  |             | (3,698 | )           |  |   | 55  |  |  |   | (1,106 | ) |  |   | 11,156 | 
|2000                   |  |                   | 8,294  |                 |  |                 | 5,510 |       |  |             | (2,553 | )           |  |   | 705 |  |  |   | (653   | ) |  |   | 11,303 | 

Schedules not listed above have been omitted
because the information required to be described in the
schedules is not applicable or is shown in our financial
statements.

F-34



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##### Table of Contents



INDEX TO EXHIBITS

|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------- | ---- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      | Description
|        |      |            
|        | 1.1  |             |  | Memorandum of Association of the Company**                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 1.2  |             |  | Articles of Association of the Company, as
	amended****                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4.1  |             |  | Form of Employment Agreement between
	Mr. Wessels and the Company*                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.2  |             |  | Form of Employment Agreement between
	Mr. MacFarlane and the Company*                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.3  |             |  | Form of Employment Agreement between
	Mr. Thorrington and the Company*                                                                                                                                                                                                                                                                                                                                                                                
|        | 4.4  |             |  | Form of Employment Agreement between
	Mr. Draper and the Company*                                                                                                                                                                                                                                                                                                                                                                                     
|        | 4.5  |             |  | Registration Rights Agreement between PTR
	Holdings Inc., UT Holdings Inc. and the Company.*                                                                                                                                                                                                                                                                                                                                                          
|        | 4.6  |             |  | Credit Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Logistics Inc., Union-Transport Brokerage Corp.,
	Vanguard Cargo Systems, Inc., UT Services, Inc., General
	Electric Capital Corporation and Lenders dated August 15,
	2000*                                                                                                                                                           
|        | 4.7  |             |  | 2000 Stock Option Plan, as amended                                                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.8  |             |  | Non-Employee Directors Share Option Plan*                                                                                                                                                                                                                                                                                                                                                                                                             
|        | 4.9  |             |  | Continuing Guaranty between Registrant and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                                                                                                                                                                                                               
|        | 4.10 |             |  | Security Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Brokerage Corporation, UT Services, Inc.,
	Union-Transport Logistics Inc., Vanguard Cargo Systems, Inc. and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                             
|        | 4.11 |             |  | Pledge Agreement between Union-Transport
	Corporation, Union-Transport (U.S.) Holdings, Inc.,
	Union-Transport Brokerage Corporation, UT Services, Inc.,
	Union-Transport Logistics Inc., Vanguard Cargo Systems, Inc. and
	General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                               
|        | 4.12 |             |  | Strategic Alliance Agreement between the
	Registrant and i2 Technologies BV dated December 15,
	1999*                                                                                                                                                                                                                                                                                                                                                
|        | 4.13 |             |  | Software License Agreement between the Registrant
	and i2 Technologies BV dated December 15, 1999*                                                                                                                                                                                                                                                                                                                                                   
|        | 4.14 |             |  | Asset Purchase Agreement between Continental Air
	Express (HK) Limited, Continental Container Lines Limited,
	Union-Transport (HK) Limited, Cheng Kwan Kok David, Lai
	Kwok Fai, Lewis Billy Barnhill, Francis Raymond Bello, Albert
	Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau Hak Cheong,
	Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and Registrant dated
	August 25, 2000*                                                               
|        | 4.15 |             |  | Asset Purchase Agreement between Continental
	Container Line, Inc., Continental Cargo Logistics Inc. (New York
	corporation), Continental Cargo Logistics Inc. (California
	corporation), Union-Transport Corporation, Lai Kwok Fai, Ng Chun
	Ka, Cheng Kwan Kok David, Albert Patrick Cataldo, Lewis Billy
	Barnhill, Francis Raymond Bello, Chan Ka Ming, Chan Kwan Hang,
	Chau Hak Cheong, Cheng Kwan Lung and Ng Sai Kuen dated
	August 25, 2000*
|        | 4.16 |             |  | Bridge Financing Facility Agreement between
	Gensec Ireland Limited and the Registrant dated August 25,
	2000, as amended*                                                                                                                                                                                                                                                                                                                            
|        | 4.17 |             |  | Form of Severance Agreement between the
	Registrant and its executive officers*                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.18 |             |  | Amendment to Asset Purchase Agreement between
	Continental Air Express (HK) Limited, Continental Container
	Lines Limited, Union-Transport (HK) Limited, Cheng Kwan Kok
	David, Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond
	Bello, Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang,
	Chau Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
	Registrant**                                                                        
|        | 4.19 |             |  | 2000 Employee Share Purchase Plan, as amended***                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 4.20 |             |  | Union-Transport Share Incentive Plan, as amended                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 4.21 |             |  | Executive Share Plan, as amended                                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 8.1  |             |  | Subsidiaries of the Registrant                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 10.1 |             |  | Independent Auditors Consent                                                                                                                                                                                                                                                                                                                                                                                                                         



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|     |                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*    | Filed as part of the Companys Registration
	Statement on Form F-1 (No. 333-47616) on October 10,
	2000.                                                          
|    
|**   | Filed as part of Amendment No. 1 to the
	Companys Registration Statement on Form F-1
	(No. 333-47616) on October 30, 2000.                                       
|    
|***  | Filed as part of the Companys Registration
	Statement on Form S-8 (No. 333-58832) on April 12,
	2001.                                                            
|    
|**** | Filed as part of the Companys Annual Report
	on Form 20-F (No. 000-31869) on May 4, 2001.                                                                        
|    
|    | Certain portions of the identified Exhibit were
	omitted and filed separately with the Commission and have been
	granted confidential treatment by the Commission.