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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended
    January 31, 2008Oro

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

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

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

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

Name of each exchange on which registeredOrdinary shares, no par value

NASDAQ Stock Market   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
    Large accelerated filer
    þ

Accelerated filer
    o

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





UTi
    Worldwide Inc.
  Form 10-K
      
 PageIntroduction


1Forward-Looking Statements


1PART IItem 1.


Business


2Item 1A.


Risk Factors


12Item 1B.


Unresolved Staff Comments


24Item 2.


Properties


24Item 3.


Legal Proceedings


25Item 4.


Submission of Matters to a Vote of Security
    Holders


26PART IIItem 5.


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


26Item 6.


Selected Financial Data


34Item 7.


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


35Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


58Item 8.


Financial Statements and Supplementary Data


59Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


59Item 9A.


Controls and Procedures


59Item 9B.


Other Information


60PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


61Item 11.


Executive Compensation


61Item 12.


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


61Item 13.


Certain Relationships and Related Transactions
    and Director Independence


62Item 14.


Principal Accountant Fees and Services


62PART IVItem 15.


Exhibits and Financial Statement Schedules


62Signatures


66Index to Consolidated Financial Statements


F-1EXHIBIT 10.2EXHIBIT 10.39EXHIBIT 10.40EXHIBIT 10.41EXHIBIT 10.42EXHIBIT 10.43EXHIBIT 10.44EXHIBIT 10.45EXHIBIT 12.1EXHIBIT 21EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   i




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




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Form 10-K, Form 10-K.
 PART I  ITEM 1.
    Business  History
    and Development of the Company
  (284) 494-4567,
    Industry
      Acquisitions
   2




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Form 10-K Form 10-K.
      Co-ordinated
    Organizational
    Structure
    Business
    Overview
    
    Air and Ocean Freight Forwarding.As a freight
    forwarder, we conduct business as an indirect carrier for our
    clients or occasionally as an authorized agent for an airline or
    ocean carrier. We typically act as an indirect carrier with
    respect to shipments of freight unless the volume of freight to
    be shipped over a 3




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particular route is not large enough to warrant consolidating
    such freight with other shipments. In such situations, we
    usually forward the freight as an agent of the direct carrier.
    Except for a domestic delivery service which includes forwarding
    shipments by air or expedited ground transportation within South
    Africa, we primarily handle international shipments and do not
    provide for domestic shipments unless they occur as part of an
    international shipment. We consider our domestic delivery
    service within South Africa part of our airfreight services.  pick-up pick-up
        
    Customs Brokerage.  As part of our integrated
    logistics services, we provide customs brokerage services in the
    U.S. and most of the other countries in which we operate.
    Within each country, the rules and regulations vary, along with
    the level of expertise that is required to perform the customs
    brokerage services. We provide customs brokerage services in
    connection with a majority of the shipments which we handle as
    both an airfreight and ocean freight forwarder. We also provide
    customs brokerage services in connection with shipments
    forwarded by our competitors. In addition, other companies may
    provide customs brokerage services in connection with the
    shipments which we forward.      
    Contract Logistics.  Our contract logistics
    services primarily relate to the value-added warehousing and
    subsequent distribution of goods and materials in order to meet
    clients inventory needs and production or distribution
    schedules. Our services include receiving, deconsolidation and
    decontainerization, sorting, put away, consolidation, assembly,
    cargo loading and unloading, assembly of freight and protective
    packaging, storage and distribution. Our outsourced services
    include inspection services, quality centers and manufacturing
    support. Contract logistics revenues are recognized when the
    service has been completed in the ordinary course of business.   4




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
    Distribution and Other Supply Chain Management
    Services.  We also provide a range of distribution
    and other supply chain management services, such as domestic
    ground transportation, warehousing services, consulting, order
    management, planning and optimization services, outsourced
    management services, developing specialized client-specific
    supply chain solutions, and customized distribution and
    inventory management services. We receive fees for the other
    supply chain management services that we perform.      Financial
    Information about Services and Geographic Segments
        Disclosures about Segments of an
    Enterprise and Related Information
  Seasonality
  just-in-time
 5




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Environmental
    Currency
    and Other Risk Factors
  and/or
  and/or
  Sales and
    Marketing
    and/or
       6




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Competition
            Information
    Technology Systems
      
    uOp, which is used by our offices and agents as a local
    operating system for air and ocean freight import and export
    documentation, customs brokerage and accounting functions that
    feed shipment and other client data into our global information
    systems;
    uOrder, which assists our clients with order management;
    uTrac, which provides our clients with supply chain visibility,
    enabling them to track shipments of goods and materials;
    uWarehouse, which enables our clients to track the location and
    status of goods and materials within a warehouse and track the
    location and status of goods and materials;
    uClear, which provides visibility into customs clearance
    transactions for our clients; 7




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
    uAnalyze, which assists us and our clients with isolating the
    factors causing variability in supply chains;
    uReport, which provides clients with customized reports;
    uConnect, which enables the electronic transfer of data between
    our systems and those of our clients and also integrates our
    internal applications;
    uPlan, which is used for strategic planning and optimization of
    our clients supply chains;
    uDistribute, which enables tracking of goods and materials
    within domestic distribution networks; and
    uShip, which enables clients to initiate shipping transactions
    and alert these directly to our origin offices.  Intellectual
    Property
    Government
    Regulation
           8




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Employees
    EMENA


4,313Americas Freight Forwarding


1,803Americas Contract Logistics and Distribution


6,329Asia Pacific


1,823Greater China


1,170Africa


4,888Global Specialized Solutions


961Corporate


162Total


21,449    9




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Executive
    Officers and Other Senior Managers of Registrant
    Name

Age

PositionRoger I. MacFarlane


63


Chief Executive Officer and DirectorMatthys J. Wessels


62


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


51


Executive Vice President  President, Freight
    ForwardingWilliam T. Gates


60


Executive Vice President  President, Contract
    Logistics and DistributionGene Ochi


58


Executive Vice President and Chief Marketing OfficerLawrence R. Samuels


51


Executive Vice President  Finance and Chief Financial
    OfficerRon S. Glickman


49


Senior Vice President and Chief Information OfficerLance E. DAmico


39


Senior Vice President  Enterprise Support Services
    and Secretary   Roger I. MacFarlane
  Matthys J. Wessels
  John S. Hextall
  William T. Gates
 10




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Gene Ochi
  Lawrence R. Samuels
  Ron S. Glickman
  Lance E. DAmico
    Name

Age

PositionDavid Cheng

63

President  Greater ChinaChristopher Dale

48

President  Americas Freight ForwardingBrian R. J. Dangerfield

49

President  Asia PacificCarlos Escario Pascual

46

President  EMENAWalter Mapham

60

Senior Vice President  Client SolutionsGavin Rimmer

48

President  Africa Region   Available
    Information
  Form 10-K, Form 10-Q, Form 8-K http://www.go2uti.com,
 11




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ITEM 1A.
    Risk
    Factors  Form 10-K, Form 10-Q Form 8-K,
  We
    conduct business throughout the world and our results of
    operations may be impacted by fluctuations in trade volumes and
    by global, regional and local economic and political
    conditions.
      Our
    international presence exposes us to potential difficulties and
    risks associated with distant operations and to various
    economic, regulatory, political and other uncertainties and
    risks.
    
    changes in a specific countrys or regions economic,
    social and political conditions or governmental policies,
    changes in international and domestic customs regulations,
    trade laws, tariffs, export quotas and other trade restrictions,
    difficulties in staffing, managing or overseeing foreign
    operations over large geographic distances, including the need
    to implement appropriate systems, policies, benefits and
    compliance programs,
    pricing restrictions and regulations imposed by foreign
    governments,
    expropriation of our international assets or adverse changes in
    tax laws and regulations, 12




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
    limitations on the repatriation of earnings or assets, including
    cash,
    different liability standards and less developed legal systems
    that may be less predictable than those in the United
    States, and
    intellectual property laws of countries which do not protect our
    intellectual property rights to the same extent as the laws of
    the United States.  and/or
  Several
    United States and other foreign governmental agencies are
    investigating alleged anti-competitive behavior in the
    international air cargo transportation industry, which includes
    us, we have been named as a defendant in a federal antitrust
    class action lawsuit that alleges that we engaged in various
    forms of anti-competitive practices, and we may become subject
    to other governmental investigations and may be named in
    additional litigation, all of which have required, and could
    require, significant management time and attention and could
    result in significant expenses as well as unfavorable outcomes
    which could have a material adverse effect on our business,
    financial condition, results of operations, reputation, cash
    flow and prospects.
      and/or and/or and/or
   13




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and/or
  We
    have grown and plan to grow, in part, through acquisitions of
    other freight forwarders, transportation management businesses,
    customs brokers, contract logistics providers, domestic
    transportation and supply chain management providers. Growth by
    acquisitions involves risks and we may not be able to identify
    or acquire companies consistent with our growth strategy or
    successfully integrate any acquired business into our
    operations.
      
    identification of appropriate acquisition candidates or
    negotiation of acquisitions on favorable terms and valuations,
    integrating accounting management information, human resources
    and other administrative systems to permit effective management,
    implementing or remediating controls, procedures and policies
    appropriate for a larger public company at companies that prior
    to the acquisition lacked these controls, procedures and
    policies,
    possible write-offs or impairment charges resulting from
    acquisitions,
    diversion of management attention,
    retention of employees and clients, and
    unexpected or unanticipated costs, expenses and liabilities.    We
    have substantial outstanding indebtedness and our outstanding
    indebtedness could adversely impact our financial condition and
    results of operations.
   14




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The
    Facility Agreement and the Note Purchase Agreement contain a
    variety of covenants imposing operating and financial
    restrictions on us and may limit our operating and financial
    flexibility. Our failure to comply with such covenants could
    result in an event of default under both of these
    agreements.
    
    incur additional debt or pay dividends or distributions on our
    capital stock;
    create liens or negative pledges with respect to our assets;
    make certain acquisitions, investments, loans or advances or
    certain capital expenditures;
    enter into agreements to lease real or personal property in
    excess of certain thresholds or to enter into sale and leaseback
    transactions;
    change the general nature of our business; or
    merge, consolidate or sell our assets.    We may
    need additional financing to fund our operations and finance our
    growth and we will need replacement financing for our
    indebtedness, and we may not be able to obtain financing on
    terms acceptable to us or at all.
   15




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Our
    recently announced cost reduction measures may adversely affect
    our business or prospects and if such cost reduction measures
    are ineffective, our results of operations and profitability may
    be adversely impacted.
    If we
    fail to develop and integrate information technology systems or
    we fail to upgrade or replace our information technology systems
    to handle increased volumes and levels of complexity, meet the
    demands of our clients and protect against disruptions of our
    operations, we may lose inventory items, orders or clients,
    which could seriously harm our business.
    We are
    in the early stages of implementing an enterprise technology
    platform, which we refer to as 4asOne. If we fail to
    successfully complete and implement the 4asOne project on time
    and on budget, our financial performance and client
    relationships may be negatively impacted.
  4asOne 4asOne 4asOne 4asOne
  We are
    dependent on key management personnel and the loss of any such
    personnel could materially and adversely affect our
    business.
   16




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We are
    dependent on our relationships with our agents, affiliates, key
    employees and third-party carriers in various countries around
    the world.
  and/or
  Foreign
    currency fluctuations could result in currency translation
    exchange gains or losses or could increase or decrease the book
    value of our assets.
    Because
    our freight forwarding and domestic ground transportation
    operations are dependent on commercial airfreight carriers and
    air charter operators, ocean freight carriers, major U.S.
    railroads, other transportation companies, draymen and
    longshoremen, changes in available cargo capacity and other
    changes affecting such carriers, as well as interruptions in
    service or work stoppages, may negatively impact our
    business.
   17




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Our
    non asset-based transportation management, truck brokerage and
    trucking businesses are subject to a number of factors that are
    largely beyond our control, any of which could have a material
    adverse effect on our results of operations.
    
    potential liability to third parties and clients as a result of
    accidents involving our employees, independent contractors or
    third party carriers,
    increased insurance premiums, the unavailability of adequate
    insurance coverage, or the solvency of our current insurance
    providers,
    recruitment and retention of independent sales agents and
    affiliates,
    adverse weather and natural disasters,
    interruptions in services or stoppages in transportation as a
    result of labor disputes,
    changes in fuel taxes,
    the ability to effectively pass through fuel cost increases to
    our clients through commonly accepted fuel surcharges,
    the extremely competitive and fragmented nature of the trucking
    and domestic ground transportation industry,
    changes in governmental regulations or legislation impacting the
    transportation or trucking industry and unanticipated changes in
    transportation rates,
    potentially adverse effects from federal standards for new
    engine emissions, and
    a carriers failure to deliver freight pursuant to client
    requirements.      If we
    are required to reclassify independent contractors as employees
    in our trucking, truck brokerage and other carrier businesses,
    we may incur additional costs and taxes which could have a
    material adverse effect on our results of
    operations.
   18




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Comparisons
    of our operating results from period to period are not
    necessarily meaningful and should not be relied upon as an
    indicator of future performance.
    
    personnel costs,
    costs relating to the expansion of operations,
    costs and revenue fluctuations due to acquisitions, dispositions
    and the exiting of businesses,
    Changes in accounting rules and tax rates,
    pricing and availability of cargo space on airlines, ships and
    trucks which we utilize to transport freight,
    fluctuations in fuel prices and fuel and other surcharges,
    pricing pressures from our competitors,
    litigation and changes in government regulations,
    changes in our clients requirements for supply chains
    services and solutions,
    client discounts and credits, and
    timing and magnitude of capital expenditures, including costs
    associated with the 4asOneproject.    Our
    growth and profitability may not continue, which may result in a
    decrease in our stock price.
    We may
    not succeed with our long-term strategic operating plan and, as
    a result, our revenue, results of operations and profitability
    may be adversely impacted.
  CLIENTasONE , CLIENTasONE
  We
    face intense competition in the freight forwarding, contract
    logistics, domestic ground transportation and supply chain
    management industry.
   19




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Our
    business is subject to seasonal trends.
  just-in-time
  Our
    effective income tax rate will impact our results of operations,
    cash flow and profitability and the tax returns of some of our
    subsidiaries are under review by various tax
    authorities.
    Because
    we are a holding company, we are financially dependent on
    receiving distributions from our subsidiaries and we could be
    harmed if such distributions could not be made in the
    future.
    Because
    we manage our business on a localized basis in many countries
    around the world, our operations and internal controls may be
    materially adversely affected by inconsistent management
    practices.
     20




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Our
    information technology systems are subject to risks which we
    cannot control.
    We may
    be adversely affected if we are unable to license the software
    necessary for our information technology system.
    If we
    are not able to limit our liability for clients claims
    through contract terms and limit our exposure through the
    purchase of insurance, we could be required to pay large amounts
    to our clients as compensation for their claims and our results
    of operations could be materially adversely
    affected.
  and/or
  The
    failure of our policies and procedures which are designed to
    prevent the unlawful transportation or storage of hazardous,
    explosive or illegal materials could subject us to large fines,
    penalties or lawsuits.
   21




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If we
    fail to comply with applicable governmental regulations, we
    could be subject to substantial fines or revocation of our
    permits and licenses and we may experience increased costs as a
    result of governmental regulation.
           22




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If we
    are not able to sell container space that we purchase from ocean
    shipping lines, capacity that we charter from our air carriers
    and utilize our truck capacity, we will not be able to recover
    our out-of-pocket costs and our profitability may
    suffer.
    If we
    lose certain of our contract logistics clients or we cannot
    maintain adequate levels of utilization in our shared
    warehouses, then we may experience revenue losses and decreased
    profitability.
    If we
    are not reimbursed for amounts which we advance for our clients,
    our net revenue and profitability may decrease.
    It may
    be difficult for our shareholders to effect service of process
    and enforce judgments obtained in United States courts against
    us or our directors and executive officers who reside outside of
    the United States.
    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.
   23




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Future
    issuances of preference shares could adversely affect the
    holders of our ordinary shares.
    Our
    Memorandum and Articles of Association contain anti-takeover
    provisions which may discourage attempts by others to acquire or
    merge with us and which could reduce the market value of our
    ordinary shares.
    
    the authorization of our board of directors to issue preference
    shares with such rights and preferences determined by the board,
    without the specific approval of the holders of ordinary shares,
    the division of our board of directors into three classes, each
    of which is elected in a different year,
    the prohibition of action by the written consent of the
    shareholders,
    the ability of our board of directors to amend our Memorandum
    and Articles of Association without shareholder approval,
    the establishment of advance notice requirements for director
    nominations and other proposals by shareholders for
    consideration at shareholder meetings, and
    the requirement that the holders of two-thirds of the
    outstanding shares entitled to vote at a meeting are required to
    approve changes to specific provisions of our Memorandum and
    Articles of Association (including those provisions described
    above and others which are designed to discourage non negotiated
    takeover attempts); provided that as a prior condition to such
    vote by the shareholders our board of directors has approved the
    subject matter of the vote.    ITEM 1B.
    Unresolved
    Staff Comments    ITEM 2.
    Properties   24




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Contract LogisticsFreight Forwarding

and DistributionFacilities

CentersOwned

Leased

Leased

TotalEMENA


3



169



39



211Americas Freight Forwarding


2



69



5



76Americas Contract Logistics and Distribution










72



72Asia Pacific






65



27



92Greater China






41



9



50Africa


14



64



28



106Global Specialized Solutions










23



23Total


19



408



203



630       ITEM 3.
    Legal
    Proceedings       25




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and/or
  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   PART II  ITEM 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Form 10-K
 26




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Price
    Range of our Ordinary Shares
    High

LowFiscal Year Ended January 31, 2008:4th Quarter

$
25.24


$
17.343rd Quarter


25.91



20.492nd Quarter


28.74



23.261st Quarter


32.00



22.25Fiscal Year Ended January 31, 2007:4th Quarter


31.00



24.563rd Quarter


29.30



21.352nd Quarter


35.92



22.511st Quarter


36.32



29.76     Dividend
    Policy
     27




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Performance
    Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*Among UTi Worldwide Inc., the
    Nasdaq Composite Index
    and the NASDAQ Transportation Index
  
   *
    
    $100 invested on 1/31/03 in stock
    or index-including reinvestment of dividends. Fiscal year ending
    January 31.   28




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Transfer
    Agent and Registrar
    Exchange
    Controls
      Taxation
  United
    States Federal Income Tax Consequences
  General
    
    a dealer in securities or currencies;
    a trader in securities that elects to use a mark-to-market
    method of accounting for your securities holdings;
    a bank;
    a life insurance company;
    a tax-exempt organization;
    a person that holds our ordinary shares as part of a straddle or
    a hedging, integrated, constructive sale or conversion
    transaction for tax purposes;
    a person whose functional currency for tax purposes is not the
    U.S. dollar;
    a person liable for alternative minimum tax; or
    a person that owns, or is treated as owning, 10% or more of any
    class of our shares.        
    an individual U.S. citizen or resident alien;
    a corporation, or entity taxable as a corporation, that was
    created, or treated as created, under U.S. law (federal or
    state); 29




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
    an estate whose worldwide 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.  non-U.S. holder Non-U.S. Holders
    Tax
    Consequences to U.S. Holders
  Distributions
    Sale or
    Other Disposition of our Ordinary Shares
    
    you will recognize a gain or loss equal to the difference (if
    any) between the U.S. dollar value of the amount realized
    on such sale or other taxable disposition, and your adjusted tax
    basis in such ordinary shares;
    any gain or loss will be capital gain or loss and will be
    long-term capital gain or loss if your holding period for our
    ordinary shares is more than one year at the time of such sale
    or other disposition;
    any gain or loss will be treated as having a United States
    source for U.S. foreign tax credit purposes and as a result
    of the foreign tax credit provisions of the Internal Revenue
    Code of 1986. As a result, you may be unable to claim a foreign
    tax credit for British Virgin Islands taxes, if any, imposed
    upon the sale or disposition of ordinary shares; and
    your ability to deduct capital losses may be subject to
    limitations.  Passive
    Foreign Investment company
    
    75% or more of our gross income for the taxable year is passive
    income; or
    on average for the taxable year, 50% or more of our assets by
    value or under certain circumstances, by adjusted basis, produce
    or are held for the production of passive income.   30




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
    any excess distributions (generally defined as the excess of the
    amount received with respect to the shares in any taxable year
    over 125% of the average received in the shorter of either the
    three previous years or your holding period before the taxable
    year) made by us during a taxable year must be allocated ratably
    to each day of your holding period. The amounts allocated to the
    current taxable year and to taxable years prior to the first
    year in which we were classified as a passive foreign investment
    company will be included as ordinary income in gross income for
    that year. The amount allocated to each prior taxable year will
    be taxed as ordinary income at the highest rate in effect for
    the U.S. holder in that prior year and the tax is subject
    to an interest charge at the rate applicable to deficiencies in
    income taxes; and
    the entire amount of any gain realized upon the sale or other
    disposition of ordinary shares will be treated as an excess
    distribution made in the year of sale or other disposition and
    as a consequence will be treated as ordinary income and to the
    extent allocated to years prior to the year of sale or other
    disposition, will be subject to the interest charge described
    above.      Controlled
    Foreign Corporation
      Information
    Return and Backup Withholding
   31




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Tax
    Consequences to
    Non-U.S.
    Holders
  Distributions
  non-U.S. holder,
  
    you conduct a trade or business in the United States and,
    the dividends are effectively connected with the conduct of that
    trade or business (and, if an applicable income tax treaty so
    requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    income from our ordinary shares, such dividends are attributable
    to a permanent establishment that you maintain in the United
    States).  non-U.S. corporation
  Sale or
    Other Disposition of our Ordinary Shares
  non-U.S. holder,
  
    your gain is effectively connected with a trade or business that
    you conduct in the United States (and, if an applicable income
    tax treaty so requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    gain from the sale or other disposition of our ordinary shares,
    such gain is attributable to a permanent establishment
    maintained by you in the United States), or
    you are an individual and are present in the United States for
    at least 183 days in the taxable year of the sale or other
    disposition, and either:
    your gain is attributable to an office or other fixed place of
    business that you maintain in the United States, or
    you have a tax home in the United States.  non-U.S. corporation
  Backup
    Withholding and Information Reporting
    
    you are a corporation or other exempt recipient, or
    you provide a social security number (which, in the case of an
    individual, that is his or her taxpayer identification number)
    and certify that no loss of exemption from backup withholding
    has occurred.  non-U.S. status
 32




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##### Table of Contents



British
    Virgin Islands Taxation
       33




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##### Table of Contents



ITEM 6.
    Selected
    Financial Data      Year ended January 31,2008


2007


2006


2005


2004(in thousands, except per share amounts)Note(5)


Note(5)


Note(6)INCOME STATEMENT DATA:Gross revenues(1)(2)(3)

$
4,379,010


$
3,561,365


$
2,785,575


$
2,259,793


$
1,502,875Freight consolidation costs(1)


2,882,306



2,338,553



1,819,843



1,486,249



906,734Net revenues(1)(3):Airfreight forwarding


383,602



329,582



290,993



253,289



198,822Ocean freight forwarding


174,905



146,571



118,346



98,877



75,131Customs brokerage


94,649



84,135



78,503



75,352



65,532Contract logistics(2)(3)


536,943



410,640



346,220



235,884



180,088Distribution(3)


143,931



150,261



50,187



44,707



32,661Other(3)


162,674



101,623



81,483



65,435



43,907Total net revenues


1,496,704



1,222,812



965,732



773,544



596,141Staff costs(4)


804,903



642,962



547,233



430,026



337,705Depreciation and amortization


39,687



33,422



23,052



19,453



14,806Amortization of intangible assets


9,436



8,005



5,082



1,980



663Restructuring and impairments


8,395















Other operating expenses


483,124



383,502



291,019



259,188



201,763Operating income


151,159



154,921



99,346



62,897



41,204Net income

$
98,686


$
103,511


$
53,809


$
33,433


$
26,457Basic earnings per ordinary share

$
1.00


$
1.06


$
0.57


$
0.36


$
0.29Diluted earnings per ordinary Share

$
0.99


$
1.04


$
0.55


$
0.35


$
0.28Cash dividends declared per ordinary share

$
0.06


$
0.06


$
0.05


$
0.04


$
0.03Number of weighted average shares used for per share
    calculations:Basic shares


99,113



97,431



94,147



92,203



90,875Diluted shares


100,172



99,562



98,042



95,705



94,440BALANCE SHEET DATA:Total assets


2,074,676



1,660,078



1,222,305



1,057,296



712,079Long-term liabilities(7)


270,331



287,834



55,125



65,911



31,999     (1)
    
    Refer to Note 1, Summary of Significant Accounting
    Policies, to the consolidated financial statements for
    revenue recognition policy. 34




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##### Table of Contents



(2)
    
    We acquired International Healthcare Distributors (Pty.)
    Limited, which we refer to as IHD, Unigistix Inc., which we
    refer to as Unigistix and Span America Holding Company, Inc. and
    Span Manufacturing Limited, which we collectively refer to as
    Span in June 2004, October 2004 and November 2006, respectively.
    Because of these acquisitions, our contract logistics gross and
    net revenues have increased over our historical levels.
    Additional information regarding acquisitions and the impact of
    acquisitions is included in Part II, Item 7 of this
    report appearing under the caption, Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations and in Note 2, Acquisitions,
    in our consolidated financial statements included in this annual
    report.(3)
    
    During the first quarter of fiscal 2008, as a result of the
    increased proportions of distribution revenue, primarily due to
    the acquisition of Market Transport Services in March 2006, the
    Company changed its disclosure of gross revenues and net
    revenues by its principal services. As a result, distribution
    revenues are now separately reported. In previous periods,
    distribution revenues had been combined with other revenues.
    Distribution revenues include our North American ground
    transportation revenues. Additionally, in connection with this
    change, certain related revenues previously included in our
    contract logistics services have been reclassified to
    distribution. There were no changes in airfreight forwarding,
    ocean freight forwarding, and customs brokerage revenues.Additional information regarding our segment reporting is
    included in Note 19, Segment Reporting, in our
    consolidated financial statements included in this annual report.(4)
    
    Staff costs include share-based payments made to employees for
    services performed. The share-based payments include restricted
    stock units issued in fiscal 2006 and 2005 and awards granted to
    the selling shareholders of Grupo SLi and Union S.L., which we
    collectively refer to as SLi, for services performed. Refer to
    Note 14, Share-Based Compensation, in our
    consolidated financials for further discussion.(5)
    
    The information reflects the restatement of certain 2007 amounts
    and the correction of certain 2006 amounts described in
    Note 21, Restatement of Previously Issued Financial
    Statements, in our consolidated financial statements.(6)
    
    The information reflects certain minor corrections of 2005
    amounts, which were immaterial, individually and in the
    aggregate.(7)
    
    On July 13, 2006, we issued the $200.0 million Senior
    Notes. Additional information regarding the Senior Notes is
    discussed in Part II, Item 7 of this report appearing
    under the caption, Credit Facilities and Senior
    Notes, and in Note 10, Borrowings, in our
    consolidated financial statements included in this annual report.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
    Form 10-K
    
    Overview
    Discussion of Operating Results
    Liquidity and Capital Resources
    Off-Balance Sheet Arrangements
    Impact of Inflation
    Critical Accounting Policies and Use of Estimates 35




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##### Table of Contents



Overview
        CLIENTasONE , CLIENTasONE
  Effect
    of Foreign Currency Translation on Comparison of
    Results
    Description
    of Services & Revenue Recognition
  Airfreight Forwarding.
   36




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##### Table of Contents



Ocean Freight Forwarding.
      Customs Brokerage.
    Contract Logistics.
   37




---



##### Table of Contents



Distribution and Other Supply Chain Management
    Services.
    Cost
    Reduction Measures
  and/or
  
    Exiting our retail distribution business in Africa, the surface
    distribution operation of our integrated logistics businesses in
    the Americas, and other selected non-performing operations;
    Cancelling various long-term initiatives, such as the
    development of certain industry verticals;
    Reducing the number of aircraft which we charter, primarily on
    the routes from Asia;
    Exiting an unprofitable contract arrangement in connection with
    a contract logistics site in the Americas; and
    Realigning corporate and regional functions in an effort to
    reduce our overhead costs.      
    Employee severance and termination costs estimated to be
    $5.5 million in the aggregate, of which approximately
    $2.5 million were incurred in the fourth quarter of fiscal
    2008;
    Asset impairment charges of approximately $3.5 million,
    which were incurred in the fourth quarter of fiscal 2008. Asset
    impairments primarily relate to the cancellation of various long
    term initiatives, such as the development of certain industry
    verticals and information technology costs; and
    Contract termination and other costs estimated to be
    $4.6 million in the aggregate, of which approximately
    $2.4 million were incurred in the fourth quarter of fiscal
    2008.   38




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##### Table of Contents



Termination
    Notice
    Acquisitions
    Form 10-K Form 10-K.
  Accounting
    for Sales of Stock by a Subsidiary
   39




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##### Table of Contents



40




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##### Table of Contents



Business Combinations No. 95-8, Accounting for Contingent Consideration Paid to the
    Shareholders of an Acquired Enterprise in a Purchase Business
    Combination
  Discussion
    of Operating Results
    Geographic
    Segment Operating Results
     41




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##### Table of Contents



Year Ended January 31,2008


2007(1)Gross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEMENA

$
1,129,125


$
357,430


$
43,475


$
850,132


$
258,874


$
47,457Americas Freight Forwarding


614,018



173,922



23,440



516,858



152,737



14,854Americas Contract Logistics and Distribution


845,835



481,631



37,112



660,467



377,286



31,069Asia Pacific


486,879



98,123



27,175



420,932



82,146



22,230Greater China


645,614



83,024



25,451



530,457



76,187



25,883Africa


580,324



233,442



34,595



517,470



218,105



32,293Global Specialized Solutions


77,215



69,132



4,770



65,049



57,477



11,876Corporate










(44,859
)










(30,741
)Total

$
4,379,010


$
1,496,704


$
151,159


$
3,561,365


$
1,222,812


$
154,921   Change to Year Ended January 31, 2008from Year Ended January 31, 2007Amount


PercentageGross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEMENA

$
278,993


$
98,556


$
(3,982
)


33
%


38
%


(8
)%Americas Freight Forwarding


97,160



21,185



8,586



19



14



58Americas Contract Logistics and Distribution


185,368



104,345



6,043



28



28



19Asia Pacific


65,947



15,977



4,945



16



19



22Greater China


115,157



6,837



(432
)


22



9



(2
)Africa


62,854



15,337



2,302



12



7



7Global Specialized Solutions


12,166



11,655



(7,106
)


19



20



(60
)Corporate










(14,118
)










46Total

$
817,645


$
273,892


$
(3,762
)


23
%


22
%


(2
)%   42




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##### Table of Contents



Year Ended January 31,2007(1)


2006(2)Gross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEMENA

$
850,132


$
258,874


$
47,457


$
693,661


$
209,053


$
3,245Americas Freight Forwarding


516,858



152,737



14,854



454,816



135,268



12,897Americas Contract Logistics and Distribution


660,467



377,286



31,069



243,406



238,367



19,987Asia Pacific


420,932



82,146



22,230



379,080



73,433



18,082Greater China


530,457



76,187



25,883



475,637



62,701



24,790Africa


517,470



218,105



32,293



471,718



195,421



31,698Global Specialized Solutions


65,049



57,477



11,876



67,257



51,489



13,550Corporate










(30,741
)










(24,903
)Total

$
3,561,365


$
1,222,812


$
154,921


$
2,785,575


$
965,732


$
99,346   Change to Year Ended January 31, 2007from Year Ended January 31, 2006Amount


PercentageGross


Net


Operating


Gross


Net


OperatingRevenue


Revenue


Income


Revenue


Revenue


IncomeEMENA

$
156,471


$
49,821


$
44,212



23
%


24
%


1,362
%Americas Freight Forwarding


62,042



17,469



1,957



14



13



15Americas Contract Logistics and Distribution


417,061



138,919



11,082



171



58



55Asia Pacific


41,852



8,713



4,148



11



12



23Greater China


54,820



13,486



1,093



12



22



4Africa


45,752



22,684



595



10



12



2Global Specialized Solutions


(2,208
)


5,988



(1,674
)


(3
)


12



(12
)Corporate










(5,838
)










23Total

$
775,790


$
257,080


$
55,575



28
%


27
%


56
%     (1)
    
    The information reflects the restatement of certain 2007 amounts
    described in Note 21, Restatement of Previously
    Issued Financial Statements, in our consolidated financial
    statements.(2)
    
    The information reflects the correction of certain 2006 amounts
    described in Note 21, Restatement of Previously
    Issued Financial Statements, in our consolidated financial
    statements.     43




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##### Table of Contents



44




---



##### Table of Contents



Year ended January 31,2008

2007(1)

2006(1)Net revenues:Airfreight forwarding


26
%


27
%


30
%Ocean freight forwarding


12



12



12Customs brokerage


6



7



8Contract logistics


36



34



36Distribution


9



12



5Other


11



8



9Total net revenues


100



100



100Operating expenses:Staff costs


54



53



57Depreciation and amortization


3



3



2Amortization of intangible assets


1



1



1Restructuring and impairments


1







Other operating expenses


32



31



30Operating income


10



13



10Interest income


1



1



1Interest expense


(2
)


(2
)


(1
)(Losses)/gains on foreign exchange


*



*



*







Pretax income


9



11



10Provision for income taxes


(3
)


(3
)


(4
)Minority interests


*



*



*







Net income


7
%


8
%


6
%     *
    
    Less than one percent.(1)
    
    The information reflects the restatement of certain 2007 amounts
    and the correction of certain 2006 amounts described in
    Note 21, Restatement of Previously Issued Financial
    Statements, in our consolidated financial statements.  Year
    Ended January 31, 2008 Compared to Year Ended
    January 31, 2007
     45




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##### Table of Contents



46




---



##### Table of Contents



Year
    Ended January 31, 2007 Compared to Year Ended
    January 31, 2006
             47




---



##### Table of Contents



48




---



##### Table of Contents



Liquidity
    and Capital Resources
               49




---



##### Table of Contents




    In addition to the initial acquisition payment for Span, the
    terms of the acquisition agreement provide for an additional
    payment of up to a maximum of $28.0 million, based on the
    performance of Span for the twelve-month period ended
    January 31, 2008. We expect to make a final earn-out
    payment of $27.2 million in April 2008.
    We expect to make a payment of $290,000 for the remaining
    contingent earn-out payment related to our acquisition of ET
    Logistics, S.L., which was calculated based on the performance
    of the acquired operation for the fiscal year ending
    January 31, 2008.
    Our remaining earn-out payments relating to the acquisition of
    Perfect Logistics will be based on the acquired operations
    future earnings over each of the two twelve-month periods ending
    May 31, 2009 and is subject to a maximum U.S. dollar
    equivalent of approximately $4.7 million as of
    January 31, 2008.
    We anticipate making three additional contingent earn-out
    payments subject to a maximum of $6.3 million related to
    our acquisition of Concentrek, which will be calculated based on
    a multiple of Concentreks future earnings for each of the
    three twelve-month periods ending January 31, 2010. We
    anticipate making the first of these payments in the amount of
    $2.1 million in April 2008.
    Two remaining contingent earn-out payments related to our
    acquisition of Logica will be calculated based on a multiple of
    the acquired operations future earnings for each of the
    two twelve-month periods ending January 31, 2010 and which
    earn-out payments are subject to a maximum of 10.0 million
    euros (equivalent to approximately $14.8 million as of
    January 31, 2008) which will be offset against the
    initial purchase price.
    We anticipate making four contingent earn-out payments related
    to our acquisition of Cargoforte, subject to a maximum of
    $20.0 million, which earn-out payments will be offset
    against the initial purchase price of $1.0 million and
    which will be calculated based on a multiple of the acquired
    operations future earnings for each of the four twelve month
    periods ending January 31, 2011.
    We anticipate making two contingent earn-out payments related to
    our acquisition of West Pharma. These payments are subject to a
    maximum of $3.0 million and are to be calculated based on a
    multiple of the acquired operations future earnings for
    each of the two year periods ending January 31, 2010 and
    January 31, 2012.           50




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##### Table of Contents



Credit
    Facilities and Senior Notes
                 51




---



##### Table of Contents



Contractual
    Obligations
    Payments Due By PeriodLess Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsBank borrowings(1)

$
161,852


$
161,852


$



$



$
Long-term borrowings(2)


198,477







155,601



42,765



111Capital lease obligations(2)


58,438



24,009



26,366



7,004



1,059Pension funding obligations


5,566



1,447



4,119







Operating lease obligations


401,523



104,863



147,747



72,375



76,538Unconditional purchase obligations and other(3)


13,053



13,053











Total

$
838,909


$
305,224


$
333,833


$
122,144


$
77,708     (1)
    
    Includes estimated interest expense based on the variable
    interest rates on these obligations.(2)
    
    Includes interest expense due to the fixed nature of interest
    rates on these obligations.(3)
    
    The Company enters into short-term agreements with carriers to
    reserve space on a guaranteed basis. The pricing of these
    obligations is dependant upon current market conditions. The
    Company typically does not pay for space which remains unused.
    The total committed obligation for these contracts as of
    January 31, 2008 was $9.7 million. The remaining
    amount represents commitments to purchase capital equipment.   52




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##### Table of Contents



Put
    Options
      Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Critical
    Accounting Policies and Use of Estimates
   53




---



##### Table of Contents



Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
    Income
    Taxes
       54




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##### Table of Contents



Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Allowance
    for Doubtful Receivables
    Business
    Combinations
    Goodwill
    and Other Intangible Assets
    Goodwill and Other Intangible Assets
    (
  Share-Based
    Compensation
  Share-Based
    Payment Accounting for Stock Issued
    to Employees
    Contingencies
   55




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##### Table of Contents



Currency
    Translation
      Stock
    Split
  Form 10-K,
  Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 Effective Date of FASB No. 157
    (FSP 157-2) Accounting for Leases Business
    Combinations Business
    Combinations FSP 157-1 FSP 157-2
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 56




---



##### Table of Contents



No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards No. 06-11). No. 06-11 states No. 06-11 No. 06-11
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An amendment of ARB No. 51 Consolidated Financial
    Statements
  Disclosures about Derivative Instruments and Hedging
    Activities; An amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities.
  Reclassifications
  Disclosures about Segments of an Enterprise and Related
    Information,
 57




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##### Table of Contents



ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Quantitative
    Information about Market Risk
  Foreign
    Currency Exchange Rate Sensitivity
        Foreign exchangegain/(loss)Net


if functional currencyexposure


Appreciates


DepreciatesAssets


Liabilities


long/(short)


by 10%


by 10%At January 31, 2008:U.S. dollars

$
128,089


$
76,092


$
51,997


$
5,200


$
(5,200
)Euros


7,015



22,903



(15,888
)


(1,589
)


1,589British pounds sterling


10,596



10,350



246



25



(25
)Hong Kong dollars


1,796



1,354



442



44



(44
)Other


4,272



8,593



(4,321
)


(432
)


432Total

$
151,768


$
119,292


$
32,476


$
3,248


$
(3,248
)At January 31, 2007:U.S. dollars

$
68,074


$
44,188


$
23,886


$
2,389


$
(2,389
)Euros


4,997



10,920



(5,923
)


(592
)


592British pounds sterling


6,636



6,786



(150
)


(15
)


15Hong Kong dollars


547



2,859



(2,312
)


(231
)


231Other


2,403



4,513



(2,110
)


(211
)


211Total

$
82,657


$
69,266


$
13,391


$
1,340


$
(1,340
)   Qualitative
    Information about Market Risk
  Foreign
    Exchange Risk
     58




---



##### Table of Contents



Interest
    Rate Risk
      ITEM 8.
    Financial
    Statements and Supplementary Data  Consolidated
    Statements and Other Financial Information
  page F-1
  ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    ITEM 9A.
    Controls
    and Procedures  Managements
    Evaluation of Disclosure Controls and Procedures
  Rule 13a-15(e) 15d-15(e) page F-2.
  page F-2,
 59




---



##### Table of Contents



Form 10-K
  Changes
    in Internal Control over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  ITEM 9B.
    Other
    Information  and/or
  
    Exiting our retail distribution business in Africa, the surface
    distribution operation of one of our integrated logistics
    businesses in the Americas, and other selected non-performing
    operations;
    Cancelling various long-term initiatives, such as the
    development of certain industry verticals;
    Reducing the number of aircraft which we charter, primarily on
    the routes from Asia;
    Exiting an unprofitable contract arrangement in connection with
    a contract logistics site in the Americas; and
    Realigning corporate and regional functions in an effort to
    reduce our overhead costs.      
    Employee severance and termination costs estimated to be
    $5.5 million in the aggregate, of which approximately
    $2.5 million were incurred in the fourth quarter of fiscal
    2008; 60




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##### Table of Contents




    Asset impairment charges of approximately $3.5 million,
    which were incurred in the fourth quarter of fiscal 2008. Asset
    impairments primarily relate to the cancellation of various long
    term initiatives, such as the development of certain industry
    verticals and information technology costs; and
    Contract termination and other costs estimated to be
    $4.6 million in the aggregate, of which approximately
    $2.4 million were incurred in the fourth quarter of fiscal
    2008.       PART III  ITEM 10.
    Directors
    and Executive Officers and Corporate Governance      Form 10-K.
  ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   61




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    (a)



(c)Number of



Number of SecuritiesSecurities to be

(b)

Remaining AvailableIssued upon

Weighted-average

for Future IssuanceExercise of

Exercise Price of

under EquityOutstanding

Outstanding

Compensation PlansOptions, Warrants

Options, Warrants,

(Excluding Securitiesand Rights

and Rights

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


4,786,242
(1)(2)

$
15.21



4,018,703
(3)Equity compensation plans not approved by security holders










Total


4,786,242


$
15.21



4,018,703     (1)
    
    Of these shares 13,968 are restricted share units outstanding
    under the 2004 Non-Employee Directors Share Incentive Plan. In
    addition, 753,571 shares are restricted share units granted
    as retention awards, which we refer to as the Retention Awards
    under our 2004 Long-Term Incentive Plan. The Retention Awards
    consist of restricted share units, which entitle the holder to
    have shares issued to him or her upon the passage of time. Under
    the Retention Awards, 100% of the shares will vest at the end of
    the required retention period. Restricted share units granted
    under the 2004 Non-Employee Directors Share Incentive Plan
    generally vest and become non-forfeitable on the date
    immediately proceeding the annual meeting of the shareholders
    which follows the grant date of the restricted share units,
    provided that the director receiving such restricted share units
    is then serving as a director on such date. Receipt of such
    shares may be deferred under the terms of the plan.(2)
    
    This amount of securities to be issued upon the exercise of
    outstanding options, warrants and rights includes
    343,061 shares as to which the exercise price was above the
    closing market price of our ordinary shares as of
    January 31, 2008. This amount of securities excludes
    performance-based restricted share units that are no longer
    capable of vesting as of January 31, 2008.(3)
    
    The restricted share units identified in Footnote 1 are not
    included in column (c).  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    ITEM 14.
    Principal
    Accountant Fees and Services   PART IV  ITEM 15.
    Exhibits
    and Financial Statement Schedules    page F-1.
      62




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##### Table of Contents



Exhibit

Description3
.1

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

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

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

Second Amended and Restated Employment Agreement between
    Mr. MacFarlane and the Company dated as of
    December 31, 200710
.3

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

Sale of Shares Agreement, entered into December 6, 2004,
    between Pyramid Freight (Proprietary) Limited and The Trustees
    For the Time Being of the UTi Empowerment Trust (incorporated by
    reference to Exhibit 10.4 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed December 8, 2004)10
.5

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

Shareholders Agreement, entered into December 6,
    2004, among Pyramid Freight (Proprietary) Limited, the Trustees
    for the Time Being of the UTi Empowerment Trust and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.7

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

Executive Annual Cash Bonus Plan (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 11, 2007)10
.9*

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

Employment Agreement of Mr. John Hextall (incorporated by
    reference to Exhibit 99.2 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.11+

Employment Agreement of Mr. Gene Ochi (incorporated by
    reference to Exhibit 99.3 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.12+

Employment Agreement of Mr. Lawrence Samuels (incorporated
    by reference to Exhibit 99.5 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.13+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.14+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.15+

2000 Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.16+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the Companys
    Quarterly Report on Form 10-Q, filed June 9, 2006)10
.17+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.19+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006) 63




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##### Table of Contents



Exhibit

Description10
.20+

Norwich Union Cash Plus Individual Pension Plan Policy for
    Mr. John Hextall (incorporated by reference to
    Exhibit 10.10 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.21+

Non-Employee Director Compensation Policy (incorporated by
    reference to Exhibit 99.1 to the Companys Current
    Report on
    Form 8-K,
    filed June 16, 2006)10
.22

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.23

Credit Facility, dated as of July 13, 2006, by and among
    UTi Worldwide Inc. and certain of its subsidiaries party thereto
    and various financial institutions party thereto (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.24

Cession Agreement in Security, dated as of July 13, 2006,
    by and among Pyramid Freight (Proprietary) Limited, South
    African Branch, and Nedbank Limited (incorporated by reference
    to Exhibit 10.3 to the Companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.25+

Form of Performance Enhancement Award Agreement for May 12,
    2006 Performance Enhancement Awards granted to certain executive
    officers pursuant to the UTi Worldwide Inc. 2004 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.4
    to the Companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.26+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement (Type
    C) (incorporated by reference to Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.27+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement (Type
    D) (incorporated by reference to Exhibit 10.6 to the
    Companys Quarterly Report on Form 10-Q, filed
    September 11, 2006)10
.28+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Stock Option Award Agreement, as amended
    (incorporated by reference to Exhibit 10.28 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006)10
.29+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (Type A) (incorporated by reference to
    Exhibit 10.29 to the Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.30+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (Type B) (incorporated by reference to
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.31+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as amended (Type A)
    (incorporated by reference to Exhibit 10.31 to the
    Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.32+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as Amended (Type B)
    (incorporated by reference to Exhibit 10.32 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006)10
.33+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated (incorporated by reference to Exhibit 99.2 to the
    Companys Current Report on Form 8-K, filed June 16,
    2006)10
.34+

Form of UTi Worldwide Inc. Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award Agreement and
    Section 83(b) Election Form as amended (incorporated by
    reference to Exhibit 99.3 to the Companys Current Report
    on Form 8-K, field June 16, 2006)10
.35+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.33 to the Companys Annual
    Report on Form 10-K, filed April 17, 2006)10
.36+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.34 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006) 64




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##### Table of Contents



Exhibit

Description10
.37+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.35 to the Companys Annual Report on
    Form 10-K, filed April 17, 2006)10
.38+

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K,
    filed January 16, 2007)10
.39+

Form of Change of Control Agreement10
.40

Amendment to Note Purchase Agreement, dated as of
    October 11, 2006, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto10
.41

Amendment to Credit Facility, dated as of October 11, 2006,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility10
.42

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto10
.43

Amendment to Credit Facility, dated as of December 7, 2007,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility10
.44

Waiver to Credit Facility, dated as of March 28, 2008, by
    and between UTi Worldwide Inc.  for itself and its subsidiaries
    party to the Credit Facility and ABN Amro Bank N.V. as agent for
    the various financial institutions party to the Credit Facility10
.45

Amendment and waiver to Credit Facility, dated as of
    April 10, 2008, by and between UTi Worldwide Inc. for
    itself and its subsidiaries party to the Credit Facility and ABN
    Amro Bank N.V. as agent for the various financial institutions
    party to the Credit Facility12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

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

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

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

Certification of Chief Financial Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002     *
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a request for confidential treatment. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.+
    
    Management contract or compensatory arrangement. 65




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SIGNATURES      By:
    /s/  Roger
    I. MacFarlane   Chief Executive Officer and Director
   66




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##### Table of Contents



SIGNATURES
      Date: April 14, 2008

By: /s/  Roger
    I. MacFarlaneRoger I. MacFarlane Chief Executive Officer and Director
    (Principal Executive Officer)Date: April 14, 2008

By: /s/  Lawrence
    R. SamuelsLawrence R. Samuels Executive Vice President 
    Finance and Chief Financial Officer (Principal Financial Officer
    and Principal Accounting Officer)Date: April 14, 2008

By: /s/  J. Simon StubbingsJ. Simon Stubbings Chairman of the Board of
    DirectorsDate: April 14, 2008

By: /s/  Matthys
    J. WesselsMatthys J. Wessels Vice Chairman of the Board of
    DirectorsDate: April 14, 2008

By: /s/  Brian
    D. BelchersBrian D. Belchers DirectorDate: April 14, 2008

By: /s/  C.
    John Langley, Jr.C. John Langley, Jr. DirectorDate: April 14, 2008

By: /s/  Leon
    J. LevelLeon J. Level DirectorDate: April 14, 2008

By: /s/  Allan
    M. RosenzweigAllan M. Rosenzweig Director  67




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##### 



UTi
    WORLDWIDE INC.



INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS   
 PageManagements Report on Internal Control Over
    Financial Reporting


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Income Statements for the years
    ended January 31, 2008, 2007 (restated) and 2006


F-6Consolidated Balance Sheets as of
    January 31, 2008 and 2007(restated)


F-7Consolidated Statements of Changes in
    Shareholders Equity for the years ended January 31,
    2008, 2007 (restated) and 2006


F-8Consolidated Statements of Cash Flows for the
    years ended January 31, 2008, 2007 (restated) and 2006


F-9Notes to the Consolidated Financial Statements


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


F-56   F-1




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##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING      Internal Control - Integrated
    Framework
    Accounting for Contingencies Accounting for Uncertainty in Income Taxes
         F-2




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated
    Framework
          Accounting for Contingencies Accounting
    for Uncertainty in Income Taxes
   F-3




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##### Table of Contents



Internal
    Control  Integrated Framework
  Accounting for Uncertainty in
    Income Taxes
  Deloitte &
    Touche LLP
    F-4




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     page F-1.
      Share-Based Payment Accounting for Uncertainty in Income Taxes.
    Internal Control  Integrated Framework
  Deloitte &
    Touche LLP
    F-5




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##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    INCOME STATEMENTS
 For the years ended January 31, 2008, 2007 and
    2006
  Year Ended January 31,2008


2007


2006As Restated,


See Note 21See Note 21(In thousands, except share andper share amounts)Gross revenues

$
4,379,010


$
3,561,365


$
2,785,575Freight consolidation costs


2,882,306



2,338,553



1,819,843Net revenues


1,496,704



1,222,812



965,732Staff costs


804,903



642,962



547,233Depreciation and amortization


39,687



33,422



23,052Amortization of intangible assets


9,436



8,005



5,082Restructuring and impairments


8,395







Other operating expenses


483,124



383,502



291,019Operating income


151,159



154,921



99,346Interest income


10,964



8,154



4,945Interest expense


(26,878
)


(23,439
)


(9,111
)Other income/(expense)


4,726



(565
)


(303
)Pretax income


139,971



139,071



94,877Provision for income taxes


38,321



31,729



36,855Income before minority interests


101,650



107,342



58,022Minority interests


(2,964
)


(3,831
)


(4,213
)Net income

$
98,686


$
103,511


$
53,809Basic earnings per share

$
1.00


$
1.06


$
0.57Diluted earnings per share

$
0.99


$
1.04


$
0.55Number of weighted average shares used for per share
    calculations:Basic shares


99,112,752



97,431,383



94,146,993Diluted shares


100,171,805



99,561,963



98,042,114   See accompanying notes to the consolidated financial
    statements.
 F-6




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##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    BALANCE SHEETS
 As of January 31, 2008 and 2007
  January 31,2008


2007As Restated,See Note 21(In thousands, exceptshare amounts)ASSETSCash and cash equivalents

$
289,141


$
278,408Trade receivables (net of allowance for doubtful receivables of
    $16,356 and $14,719 as of January 31, 2008 and 2007,
    respectively)


865,019



660,519Deferred income tax assets


18,768



10,889Other current assets


79,207



60,056Total current assets


1,252,135



1,009,872Property, plant and equipment, net


154,123



127,990Goodwill


537,429



426,516Other intangible assets, net


80,432



64,368Investments


2,765



3,096Deferred income tax assets


17,311



12,725Other non-current assets


30,481



15,511Total assets

$
2,074,676


$
1,660,078LIABILITIES & SHAREHOLDERS EQUITYBank lines of credit

$
113,199


$
79,057Short-term bank borrowings


5,913



2,808Current portion of long-term bank borrowings


33,333



Current portion of capital lease obligations


21,701



13,550Trade payables and other accrued liabilities


817,058



610,028Income taxes payable


12,622



14,120Deferred income tax liabilities


5,030



3,954Total current liabilities


1,008,856



723,517Long-term bank borrowings


178,047



211,458Capital lease obligations


30,612



24,099Deferred income tax liabilities


38,063



30,291Retirement fund obligations


4,287



9,908Other non-current liabilities


19,322



12,078Minority interests


21,289



18,844Commitments and contingenciesShareholders equity:Non-voting variable rate participating cumulative convertible
    preference shares of no par value:Class A  authorized 50,000,000; none issued






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






Common stock  authorized 500,000,000 ordinary shares
    of no par value; issued and outstanding 99,414,963 and
    98,633,178 shares as of January 31, 2008 and 2007,
    respectively


435,355



419,111Retained earnings


349,237



258,745Accumulated other comprehensive loss


(10,392
)


(47,973
)Total shareholders equity


774,200



629,883Total liabilities and shareholders equity

$
2,074,676


$
1,660,078   See accompanying notes to the consolidated financial
    statements.
 F-7




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##### Table of Contents



UTi
    WORLDWIDE INC.
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 For the years ended January 31, 2008, 2007 and
    2006
  DeferredCompensation





AccumulatedRelated to





OtherCommon Stock


Restricted


Retained


ComprehensiveShares


Amount


Share Units


Earnings


Loss


Total(In thousands, except share data)Balance at January 31, 2005(1)


92,929,809


$
329,098


$
(3,193
)

$
111,893


$
(21,589
)

$
416,209Comprehensive income:Net income(1)














53,809







53,809Minimum pension liability adjustment (net of tax of $938)


















(2,188
)


(2,188
)Foreign currency translation adjustment


















(2,852
)


(2,852
)Total comprehensive income(1)






















48,769Shares issued


686,073



15,526















15,526Shares cancelled


(32,859
)


















Stock options exercised


1,625,043



10,257















10,257Share-based compensation costs






7



5,156











5,163Restricted share units issued, net of Cancellation






10,287



(10,287
)










Tax benefit related to exercise of Stock options






2,984















2,984Dividends














(4,672
)






(4,672
)Balance at January 31, 2006(1)


95,208,066


$
368,159


$
(8,324
)

$
161,030


$
(26,629
)

$
494,236Comprehensive income:Net income, As Restated(1)














103,511







103,511Minimum pension liability adjustment (net of tax of $21)


















48



48Foreign currency translation Adjustment, As Restated(1)


















(17,015
)


(17,015
)Total comprehensive income, As Restated(1)






















86,544Shares issued


1,561,157



36,084















36,084Stock options exercised


1,863,955



11,631















11,631Share-based compensation costs






10,058















10,058Adjustment to initially adopt SFAS No. 158 (net of tax
    of $1,771, As Restated(1)


















(4,377
)


(4,377
)Adjustment to initially adopt SFAS No. 123R






(8,324
)


8,324











Tax benefit related to exercise of stock options






1,503















1,503Dividends














(5,796
)






(5,796
)Balance at January 31, 2007, As Restated(1)


98,633,178


$
419,111


$



$
258,745


$
(47,973
)

$
629,883Comprehensive income:Net income














98,686







98,686Changes in unamortized benefit plan costs (net of tax of $2,522)


















4,491



4,491Foreign currency translation adjustment


















33,090



33,090Total comprehensive income






















136,267Shares issued


327,929



1,631















1,631Stock options exercised


453,856



4,084















4,084Share-based compensation costs






9,758















9,758Tax benefit related to exercise of stock options






771















771Cumulative effect  adoption of FIN 48,
    Accounting for Uncertainty in Income Taxes














(2,112
)






(2,112
)Dividends














(6,082
)






(6,082
)Balance at January 31, 2008


99,414,963


$
435,355


$



$
349,237


$
(10,392
)

$
774,200     (1)
    
    See Note 21  See accompanying notes to the consolidated financial
    statements.
 F-8




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##### Table of Contents



UTi
    WORLDWIDE INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

For the
    years ended January 31, 2008, 2007 and 2006  Year Ended January 31,2008


2007


2006As Restated,


See Note 21See Note 21(In thousands)OPERATING ACTIVITIES:Net income

$
98,686


$
103,511


$
53,809Adjustments to reconcile net income to net cash provided by
    operations:Share-based compensation (benefits)/costs, net


9,758



(2,280
)


37,643Depreciation and amortization


39,687



33,422



23,052Amortization of intangible assets


9,436



8,005



5,082Restructuring and impairments


8,395







Deferred income taxes


(1,703
)


(5,077
)


(2,831
)Uncertain tax positions


401







Gain on sale of subsidiary shares


(3,156
)






Tax benefit relating to exercise of stock options


1,737



1,811



2,984Excess tax benefits from share-based compensation


(771
)


(1,503
)


Gain on disposal of property, plant and equipment


(63
)


(1,154
)


(1,046
)Minority interest and other


493



4,102



4,210Changes in operating assets and liabilities, net of acquisitions
    Increase in trade receivables


(157,561
)


(94,525
)


(59,674
)(Increase)/decrease in other current assets


(7,045
)


(11,378
)


4,552Increase in trade payables


79,116



71,240



39,354Increase in accrued liabilities and other


29,308



22,025



10,524Net cash provided by operating activities


106,718



128,199



117,659INVESTING ACTIVITIES:Purchases of property, plant and equipment


(31,704
)


(27,185
)


(17,802
)Proceeds from disposal of property, plant and equipment


3,863



5,856



3,117Decrease/(increase) in other non-current assets


(13,059
)


871



(2,230
)Acquisitions and contingent earn-out payments


(67,566
)


(231,077
)


(39,837
)Other


(1,577
)


(2,112
)


118Net cash used in investing activities


(110,043
)


(253,647
)


(56,634
)FINANCING ACTIVITIES:(Decrease)/increase in borrowings under bank lines of credit


25,506



(20,195
)


2,837(Decrease)/increase in short-term borrowings


1,577



(1,896
)


663Increase in long-term borrowings






132



13,814Proceeds from issuing of long-term borrowings






348,045



Repayment of long-term borrowing


(1,064
)


(152,208
)


(5,626
)Repayments of capital lease obligations


(19,907
)


(10,577
)


(5,713
)Dividends to minority interests






(808
)


(773
)Net proceeds from the issuance of ordinary shares


5,715



12,191



10,766Excess tax benefits from share-based compensation


771



1,503



Dividends paid


(5,969
)


(5,775
)


(4,672
)Net cash provided by financing activities


6,629



170,412



11,296Effect of foreign exchange rate changes on cash and cash
    Equivalents


7,429



(13,066
)


(3,943
)Net increase in cash and cash equivalents


10,733



31,898



68,378Cash and cash equivalents at beginning of year


278,408



246,510



178,132Cash and cash equivalents at end of the year

$
289,141


$
278,408


$
246,510   See accompanying notes to the consolidated financial
    statements.
 F-9




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS
 For
    the years ended January 31, 2008, 2007 and 2006
  1.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
          Currency
    Translation
    Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
 F-10




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
      Income
    Taxes
      Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109
  Share-Based
    Compensation
  Share-Based Payment Accounting for Stock Issued to
    Employees
   F-11




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  Cash
    and Cash Equivalents
    Concentration
    of Credit Risks and Other
    Trade
    Receivables
    Allowance
    for Doubtful Receivables
    Property,
    Plant and Equipment
    YearsBuildings and leasehold improvements


10-40Computer equipment/software


3-5Furniture, fixtures and equipment


3-10Vehicles


3-10   98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
    Impairment
    of Long-Lived Assets
  Accounting for the Impairment or Disposal of Long-Lived
    Assets,
 F-12




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    Business
    Combinations
  Business
    Combinations No. 95-8, Accounting for Contingent Consideration Paid to the
    Shareholders of an Acquired Enterprise in a Purchase Business
    Combination No. 95-8),
  Goodwill
    and Other Intangible Assets
    Goodwill and Other Intangible Assets,
  Investments
    Put
    Options
     F-13




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    Retirement
    Benefit Costs
      Fair
    Values of Financial Instruments
        Gain
    on Sale of Subsidiary
  Accounting for
    Sales of Stock of a Subsidiary
 F-14




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  Risk
    Management
        Contingencies
  Accounting for
    Contingencies
  Stock
    Split
    Recent
    Accounting Pronouncements
  Fair Value Measurements No. 157-1, Application of FASB Statement No. 157 to FASB Statement
    No. 13 and Other Accounting Pronouncements That Address
    Fair Value Measurements for Purposes of Lease Classification or
    Measurement under Statement 13 Effective Date of FASB No. 157 Accounting for Leases Business
    Combinations Business
    Combinations
 F-15




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  FSP 157-1 FSP 157-2
  The
    Fair Value Option for Financial Assets and Financial Liabilities
  No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards No. 06-11). No. 06-11 states No. 06-11 No. 06-11
  Business Combinations
  Noncontrolling Interests in Consolidated Financial
    Statements  An amendment of ARB No. 51
 F-16




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  Disclosures about Derivative Instruments and Hedging
    Activities; An amendment of FASB Statement No. 133 Accounting for Derivative Instruments and Hedging Activities.
  Reclassifications
  Disclosures about Segments of an Enterprise and Related
    Information,
  2.
    Acquisitions    For
    the year ended January 31, 2008
     F-17




---



##### Table of Contents



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

$
8,704Deferred income taxes


5,988Property, plant and equipment


2,314Client contracts and relationships and other intangible assets


16,900Goodwill


44,542Total assets acquired


78,448Liabilities assumed


(26,951
)Deferred income taxes


(4,901
)Net assets acquired

$
46,596       Current assets

$
12,761Property, plant and equipment


645Client contracts and relationships and other intangible assets


8,449Goodwill


3,130Total assets acquired


24,985Liabilities assumed


(17,666
)Deferred income taxes


(2,142
)Net assets acquired

$
5,177   Co-ordinated
   F-18




---



##### Table of Contents



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


Net


EarningsRevenue


Income


Per Share*2008:As reported

$
4,379,010


$
98,686


$
0.99Acquisitions


43,347



5,950



0.06Total

$
4,422,357


$
104,636



1.052007:As reported

$
3,561,365


$
103,511


$
1.04Acquisitions


111,034



3,175



0.03Total

$
3,672,399


$
106,686



1.07     *
    
    Diluted pro forma earnings per share were calculated using
    100,171,805 and 99,561,963 diluted ordinary shares for the years
    ended January 31, 2008 and 2007, respectively.    Year ended January 31,2008


2007


2006Cash consideration

$
74,038


$
233,311


$
41,344Cash at bank acquired


(6,472
)


(2,234
)


(1,507
)Net outflow of cash and cash equivalents in respect of the
    acquisitions and contingent earn-out payments

$
67,566


$
231,077


$
39,837   For
    the year ended January 31, 2007
     F-19




---



##### Table of Contents



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

$
55,635Property, plant and equipment


27,936Client contracts and relationships and other intangible assets


27,930Goodwill


132,714Other long-term assets


12,866Total assets acquired


257,081Liabilities assumed


(40,309
)Deferred income taxes


(19,672
)Net assets acquired

$
197,100    F-20




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  For
    the year ended January 31, 2006
        3.
    Income
    Taxes    Federal


State


Foreign


TotalYear ended January 31, 2008:Current

$
7,033


$
216


$
36,964


$
44,213Deferred


906



610



(7,408
)


(5,892
)$
7,939


$
826


$
29,556


$
38,321Year ended January 31, 2007:Current

$
3,518


$
1,704


$
32,059


$
37,281Deferred


1,906



28



(7,486
)


(5,552
)$
5,424


$
1,732


$
24,573


$
31,729Year ended January 31, 2006:Current

$
4,097


$
1,646


$
34,847


$
40,590Deferred


1,042



(151
)


(4,626
)


(3,735
)$
5,139


$
1,495


$
30,221


$
36,855  F-21




---



##### Table of Contents



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

2007

2006Statutory income tax rate for the Company(1)



%



%


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


25.6



24.4



25.5Non-deductible expenses


1.0



0.8



1.8SLi Share-based Compensation Arrangement






(3.1
)


12.0Change in valuation allowance


4.5



0.1



0.1Other


(3.7
)


0.6



(0.6
)Effective income tax rate


27.4
%


22.8
%


38.8
%     (1)
    
    The statutory income tax rate in the British Virgin Islands,
    where the Company is incorporated, is nil.    As of January 31,2008


2007Gross deferred income tax assets:Allowance for doubtful accounts

$
4,652


$
3,297Provisions not currently deductible


15,259



6,988Property, plant and equipment


1,517



685Net operating loss carryforwards


19,733



12,047Other


9,799



9,680Total gross deferred income tax assets


50,960



32,697Gross deferred income tax liabilities:Property, plant and equipment


(5,286
)


(6,773
)Retirement benefit obligations


(876
)


(889
)Goodwill and intangible assets


(34,589
)


(26,121
)Other


(5,200
)


(3,833
)Total gross deferred income tax liabilities


(45,951
)


(37,616
)Valuation allowance


(12,023
)


(5,712
)Net deferred income tax liability

$
(7,014
)

$
(10,631
)    F-22




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  Accounting for
    Income Taxes
    4.
    Uncertain
    Tax Positions    Year endedJanuary 31, 2008Uncertain TaxPositions


InterestBalance at beginning of the year

$



$
Reclassification at adoption of amounts for tax positions taken
    during prior periods and included in current liabilities
    pursuant to SFAS No. 5, Accounting for
    Contingencies


5,058



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


3,158



248Increase for tax positions taken during the current year


2,023



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


(295
)


(96
)Interest






136Balance at end of the year

$
9,944


$
1,194     (1)
    
    The increase at adoption includes an increase to other current
    receivables of $1,294 for amounts due to the Company through
    acquisition-related indemnification of such matters.     F-23




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  5.
    Earnings
    per Share    Year ended January 31,2008


2007


2006Basic earnings per share:Net income

$
98,686


$
103,511


$
53,809Weighted average number of ordinary shares


99,112,752



97,431,383



94,146,993Basic earnings per share

$
1.00


$
1.06


$
0.57Diluted earnings per share:Net income

$
98,686


$
103,511


$
53,809Weighted average number of ordinary shares


99,112,752



97,431,383



94,146,993Incremental shares required for diluted earnings per share
    related to employee stock options and restricted share units


1,059,053



2,130,580



3,895,121Diluted weighted average number of shares


100,171,805



99,561,963



98,042,114Diluted earnings per share

$
0.99


$
1.04


$
0.55Cash dividends paid per share

$
0.06


$
0.06


$
0.05     6.
    Property,
    Plant and Equipment    January 31,2008


2007Land

$
11,111


$
11,301Buildings and leasehold improvements


39,214



33,811Computer equipment/software


116,316



92,703Furniture, fixtures and equipment


73,391



60,691Vehicles


49,950



40,535Property, plant and equipment, gross


289,982



239,041Accumulated depreciation and amortization


(135,859
)


(111,051
)Property, plant and equipment, net

$
154,123


$
127,990  F-24




---



##### Table of Contents



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


2007Land

$
1,100


$
1,137Buildings and leasehold improvements


11,347



10,161Computer equipment/software


22,413



13,626Furniture, fixtures and equipment


26,844



15,845Vehicles


20,851



14,218Property, plant and equipment, gross


82,555



54,987Accumulated depreciation and amortization


(26,358
)


(16,220
)Property, plant and equipment, net

$
56,197


$
38,767   7.
    Goodwill
    and Other Intangible Assets    Americas


Americas











GlobalFreight


Contract


Asia


Greater





SpecializedEMENA


Forwarding


Logistics


Pacific


China


Africa


Solutions


TotalBalance as of January 31, 2006


41,774



19,712



79,485



34,144



42,730



19,616



54,088



291,549Contingent earn-out payments


1,019



583







998



998



580







4,178Acquisitions


775







143,836



47



781











145,439Foreign currency translation and other Adjustments


(1,569
)


(1,020
)


(1,811
)


(1,748
)


(2,036
)


(1,016
)


(5,450
)


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


41,999



19,275



221,510



33,441



42,473



19,180



48,638



426,516Contingent earn-out payments


1,273



668



29,303



1,150



1,265



665







34,324Acquisitions


9,953



5,641



37



9,679



9,538



17,884



4,395



57,127Foreign currency translation and other Adjustments


3,112



1,379



13,871



(4,751
)


9,595



(1,056
)


(2,688
)


19,462Balance as of January 31, 2008

$
56,337


$
26,963


$
264,721


$
39,519


$
62,871


$
36,673


$
50,345


$
537,429    F-25




---



##### Table of Contents



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


Accumulated


Net carry


average lifecarry value


amortization


value


(years)As of January 31, 2008:Client contracts and relationships

$
92,496


$
(21,984
)

$
70,512



9.6Non-compete agreements


3,151



(2,557
)


594



3.0Other


2,701



(720
)


1,981



4.1Total

$
98,348


$
(25,261
)

$
73,087As of January 31, 2007:Client contracts and relationships

$
68,904


$
(13,006
)

$
55,898



10.6Non-compete agreements


2,725



(2,343
)


382



3.0Other


1,370



(476
)


894



4.1Total

$
72,999


$
(15,825
)

$
57,174     2009

$
12,5312010


11,8302011


11,5132012


10,3992013


8,650     8.
    Restructuring
    and Impairments    Asset
    impairments
    January 31,2008Africa


253Global Specialized Solutions


1,691Corporate


1,541Total

$
3,485  F-26




---



##### Table of Contents



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


Expected to be2008


TerminatedEMENA

$
62



180Americas Freight Forwarding


281



75Americas Contract Logistics and Distribution


159



700Asia Pacific


319



6Greater China


65



5Africa


572



354Global Specialized Solutions


382



1Corporate


642



4Total

$
2,482



1,325     Other
    exit costs
    January 31,2008Americas Freight Forwarding


158Americas Contract Logistics and Distribution


2,270Total

$
2,428    F-27




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  9.
    Trade
    Payables and Other Accrued Liabilities    January 31,2008


2007Trade payables:Due to agents

$
4,609


$
3,518Trade payables


599,100



469,380Trade payables


603,709



472,898Interest payable


927



734Staff cost related accruals


71,361



61,222Earn-out liabilities


29,589



1,200Other payables and accruals


111,472



73,974Total trade payables and other accrued liabilities

$
817,058


$
610,028   10.
    Borrowings    January 31,2008


2007Bank lines of credit

$
113,199


$
79,057Short-term bank borrowings


5,913



2,808Current portion of long-term bank borrowings


33,333



Long-term bank borrowings


178,047



211,458Total borrowings

$
330,492


$
293,323     2009

$
33,3332010


67,2012011


68,3222012


35,8802013


6,644Total

$
211,380        F-28




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
                 F-29




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
      11.
    Supplemental
    Financial Information  Other
    Operating Expenses
    Year ended January 31,2008

2007

2006Advertising costs

$
3,087


$
2,533


$
2,806Facilities and communication


158,950



127,342



103,033Vehicle expenses


64,202



54,086



33,894   Supplemental
    Cash Flow Information
  Year ended January 31,2008

2007

2006Net cash paid for:Interest

$
26,684


$
14,872


$
4,102Income taxes


52,357



42,514



30,677Non-cash activities:Capital lease obligations incurred to acquire assets


33,904



27,709



14,948Value of shares issued as acquisition earn-out payment






34,935



15,140Liability incurred for acquisition earn-out payment


29,303







1,200Adjustment to initially adopt Fin No. 48


9,370







    F-30




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    12.
    Retirement
    Benefit Plans  Defined
    Contribution Plans
    Defined
    Benefit Plans
     F-31




---



##### Table of Contents



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


2007Change in projected benefit obligations:Projected benefit obligation at beginning of year

$
39,385


$
34,060Service cost


883



1,827Plan participants contributions


232



336Interest cost


2,451



2,949Actuarial (gains)/losses


(6,235
)


7,363Benefits paid


(2,833
)


(3,626
)Foreign exchange translation adjustment


(328
)


(3,524
)Projected benefit obligations at end of year

$
33,555


$
39,385Change in plan assets:Fair value of plan assets at beginning of year

$
29,477


$
26,760Realized gains on assets


2,044



7,677Employer contributions


1,910



1,810Benefits paid


(2,833
)


(3,626
)Plan participants contribution


232



336Foreign exchange translation adjustment


57



(3,480
)Fair value of plan assets at end of year

$
30,887


$
29,477Reconciliation of funded status and net amount recognized in the
    accompanying consolidated balance sheets:Funded status and net amount recognized at end of year

$
(2,668
)

$
(9,908
)Weighted average assumptions used to determine benefit
    obligations:Discount rate


7
%


7
%Rate of increase in future compensation levels


4
%


4
%Expected long-term rate of return on assets


7
%


7
%   Year ended January 31,2008

2007

2006Weighted average assumptions used to determine net periodic
    benefit expense:Discount rate


7
%


7
%


8
%Rate of increase in future compensation levels


4
%


4
%


6
%Expected long-term rate of return on assets


7
%


7
%


8
%     As of January 31,2008


2007Other non-current assets

$
1,619


$
Retirement fund obligations


(4,287
)


(9,908
)  F-32




---



##### Table of Contents



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


2007Unrecognized net actuarial loss

$
2,075


$
5,255Unrecognized prior service cost


(49
)


(16
)Total

$
2,026


$
5,239     Net ofTax EffectAmounts recognized in accumulated other comprehensive income at
    beginning of year

$
9,908


$
6,517Net actuarial gains


(6,708
)


(4,279
)Amortization of:Actuarial losses


(312
)


(217
)Prior service costs and other


7



5Amounts recognized in accumulated other comprehensive income at
    end of year

$
2,895


$
2,026     PensionbenefitsExpense resulting from changes in plan experience and actuarial
    assumptions

$
297       2008

2007Accumulated benefit obligation

$
18,433


$
6,828Fair value of plan assets


13,429



3,770     2008

2007Projected benefit obligation

$
18,628


$
37,026Fair value of plan assets


13,429



29,477  F-33




---



##### Table of Contents



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


2007


2006Service cost component

$
883


$
1,827


$
1,077Interest cost component


2,451



2,949



2,067Expected return on assets


(2,216
)


(2,082
)


(1,520
)Amortization of unrecognized net loss


306



407



445Net periodic pension expense

$
1,424


$
3,101


$
2,069     As of January 31,

Target2008

2007

allocationEquity securities


55
%


56
%


45-65
%Debt securities


29



14



20-35Real estate






11



0-10Other


16



19



10-20Total


100
%


100
%          F-34




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
        2009

$
1,4472010


1,9852011


2,1342012


2,1332013


2,1332014-2018


13,076   Adoption
    of SFAS No. 158
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
    Retirement benefit costsBefore





Afteradoption of


SFAS No. 158


adoption ofSFAS No. 158


impact


SFAS No. 158Deferred tax assets

$
1,620


$
1,771


$
3,391Total assets

$
1,620


$
1,771


$
3,391Other long-term liabilities

$
3,760


$
6,148


$
9,908Total liabilities

$
3,760


$
6,148


$
9,908Accumulated other comprehensive loss

$
(2,140
)

$
(4,377
)

$
(6,517
)   13.
    Shareholders
    Equity   F-35




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    14.
    Share-Based
    Compensation  Share-Based
    Compensation Plans
    2000
    Employee Share Purchase Plan
      2004
    Long-Term Incentive Plan
     F-36




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  2000
    Stock Option Plan
      2004
    Non-Employee Directors Share Incentive Plan
      Non-Employee
    Directors Share Option Plan
      SLi
    Share-based Compensation Arrangement
   F-37




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  No. 95-8.
  Adoption
    of SFAS No. 123R
  Accounting for Stock Appreciation Rights and
    Other Variable Stock Option or Award Plans, an interpretation of
    APB Opinions No. 15 and 25
         F-38




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
      Share-Based
    Compensation Expense
      Valuation
    Assumptions
    Year ended January 31,2008

2007

2006Risk free rate of return, annual


5
%


5
%


4
%Expected life


7.5 years



7.5 years



8 yearsExpected volatility


38
%


38
%


39
%Dividend yield


0.2
%


0.2
%


0.2
%    F-39




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  Share-Based
    Compensation Activity
    2004 LTIPWeightedWeighted


averageShares


average


remaining


Aggregateunder


exercise


contractual


intrinsicoptions


price


term


valueOutstanding balance at January 31, 2005


1,041,240


$
16.47Options granted


1,044,765



24.31Options exercised


(35,892
)


15.50Options cancelled/forfeited


(15,000
)


22.18Outstanding balance at January 31, 2006


2,035,113



20.47Options granted


78,341



27.66Options exercised


(78,303
)


16.54Options cancelled/forfeited


(24,420
)


23.45Outstanding balance at January 31, 2007


2,010,731



20.86



8.0 years


$
19,269Options granted


11,295



25.23Options exercised


(80,525
)


16.47Options cancelled/forfeited


(24,712
)


21.05Outstanding balance at January 31, 2008


1,916,789



21.07



7.0 years


$
2,005Exercisable balance at January 31, 2008


675,643


$
18.17



6.6 years


$
1,281       Options outstanding

Options exercisableWeighted

Weighted



Weightedaverage

average



averageNumber

remaining

exercise

Number

exerciseRange of Exercise Prices

outstanding

life (years)

price

exercisable

price$15.01 - $16.64


682,577



6.4


$
15.80



427,834


$
15.74$18.13 - $22.88


878,258



7.2



21.79



207,432



21.06$23.58 - $25.95


74,736



8.2



25.37



14,500



25.50$28.03 - $36.08


281,218



8.3



30.47



25,877



30.99  F-40




---



##### Table of Contents



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


averageRestricted


average


remaining


Aggregateshare


grant date


contractual


intrinsicunits


fair value


term


valueOutstanding balance at January 31, 2005


412,074


$
18.24Units granted


95,946



22.43Units vested


Units cancelled/forfeited


Outstanding balance at January 31, 2006


508,020



19.03Units granted


201,668



23.54Units vested


(5,151
)


25.13Units cancelled/forfeited


(3,742
)


28.06Outstanding balance at January 31, 2007


700,795


$
21.22Units granted


562,410



24.89Units vested


(251,270
)


18.29Units cancelled/forfeited


(258,364
)


25.38Outstanding balance at January 31, 2008


753,571



23.51



3.1 years


$
14,092        F-41




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    2000 Stock Option PlanWeightedWeighted


averageShares


average


remaining


Aggregateunder


exercise


contractual


intrinsicoptions


price


term


valueOutstanding balance at January 31, 2005


5,718,282


$
6.24Options exercised


(1,559,151
)


5.71Options cancelled/forfeited


(18,960
)


9.14Outstanding balance at January 31, 2006


4,140,171



6.42Options exercised


(1,753,219
)


5.85Options cancelled/forfeited


(28,707
)


8.26Outstanding balance at January 31, 2007


2,358,245



6.85Options exercised


(364,331
)


7.43Outstanding balance at January 31, 2008


1,993,914



6.75



3.8 years


$
23,831Exercisable balance at January 31, 2008


1,993,914


$
6.75



3.8 years


$
23,831     Options outstanding

Options exercisableWeighted

Weighted



Weightedaverage

average



averageNumber

remaining

exercise

Number

exerciseRange of exercise prices

outstanding

life (years)

price

exercisable

price$4.16 - $5.00


730,874



2.8


$
4.50



730,874


$
4.50$5.33 - $6.18


106,340



3.9



5.73



106,340



5.73$6.33 - $8.26


791,825



4.8



6.97



791,825



6.97$10.18 - $11.24


364,875



5.6



11.06



364,875



11.06      F-42




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    2004 Directors Incentive PlanWeightedWeighted


averageRestricted


average


remaining


Aggregateshares/


grant date


contractual


intrinsicunits


fair value


term


valueOutstanding balance at January 31, 2005


12,066



17.15Restricted shares/units granted


12,252



22.21Units vested


(12,066
)


17.15Outstanding balance at January 31, 2006


12,252



22.21Restricted shares/units granted


13,289



26.69Units vested


(12,741
)


22.74Outstanding balance at January 31, 2007


12,800



26.33Restricted shares/units granted


13,968



27.71Units vested


(12,800
)


26.33Outstanding balance at January 31, 2008


13,968



27.71



0.4 years


$
261       Directors Options PlanWeightedWeighted


averageShares


average


remaining


Aggregateunder


exercise


contractual


intrinsicoptions


price


term


valueOutstanding balance at January 31, 2005


162,000



8.29Options exercised


(30,000
)


5.75Outstanding balance at January 31, 2006


132,000



8.87Options exercised


(15,000
)


5.75Outstanding balance at January 31, 2007


117,000



9.27



6.0 years


$
2,472Options exercised


(9,000
)


5.47Outstanding balance at January 31, 2008


108,000



9.59



5.1 years


$
984Exercisable balance at January 31, 2008


108,000


$
9.59



5.1 years


$
984  F-43




---



##### Table of Contents



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

Options exercisableWeighted

Weighted



Weightedaverage

average



averageNumber

remaining

exercise

Number

exerciseRange of exercise prices

outstanding

life (years)

price

exercisable

price$5.31 - $6.57


36,000



4.1


$
6.15



36,000


$
6.15$10.28 - $11.93


72,000



5.7



11.31



72,000



11.31       Pro
    Forma Information for Periods Prior to the Adoption of
    SFAS No. 123R
  Accounting for
    Stock-Based Compensation  Transition and
    Disclosures
    Year EndedJanuary 31,2006Net income as reported


53,809Add: Total stock-based compensation expense included in reported
    net income, net of income taxes


36,751Less: Total stock-based compensation expense determined under
    the fair value based method, net of income taxes


(41,697
)Pro forma net income

$
48,863Earnings per share, as reported:Basic earnings per share


0.57Diluted earnings per share


0.55Earnings per share, pro forma:Basic earnings per share


0.52Diluted earnings per share


0.50  F-44




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  15.
    Derivative
    Financial Instruments      16.
    Commitments    Capital


Operatingleases


leases2009

$
24,009


$
104,8632010


17,200



85,2902011


9,166



62,4572012


4,474



42,4852013


2,530



29,8902014 and thereafter


1,059



76,538Total payments


58,438


$
401,523Less amounts representing interest


(6,125
)Present value of minimum capital lease obligations

$
52,313           17.
    Contingencies   F-45




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
             F-46




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    and/or
  Accounting for
    Contingencies
  18.
    Related
    Party Transactions            19.
    Segment
    Reporting   F-47




---



##### Table of Contents



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


Logistics











GlobalFreight


and


Asia


Greater





SpecializedEMENA


Forwarding


Distribution


Pacific


China


Africa


Solutions


Corporate


TotalGross revenue

$
1,129,125


$
614,018


$
845,835


$
486,879


$
645,614


$
580,324


$
77,215


$



$
4,379,010Net revenue

$
357,430


$
173,922


$
481,631


$
98,123


$
83,024


$
233,442


$
69,132


$



$
1,496,704Staff costs


197,603



97,121



273,630



46,036



30,331



106,937



30,871



22,374



804,903Depreciation and amortization


8,675



2,512



12,294



2,171



2,489



7,713



1,857



1,976



39,687Amortization of intangible assets


863







7,019







450







1,104







9,436Restructuring and impairments


62



439



2,428



319



66



825



2,573



1,683



8,395Other operating expenses


106,752



50,410



149,148



22,422



24,237



83,372



27,957



18,826



483,124Operating income/(loss)

$
43,475


$
23,440


$
37,112


$
27,175


$
25,451


$
34,595


$
4,770


$
(44,859
)


151,159Interest income


































10,964Interest expense


































(26,878
)Other income


































4,726Pretax income


































139,971Provision for income taxes


































(38,321
)Income before minority interests

































$
101,650Capital expenditures

$
16,240


$
6,020


$
9,653


$
3,712


$
2,510


$
13,591


$
2,619


$
11,263


$
65,608Segment assets at year-end

$
484,126


$
213,477


$
527,576


$
168,968


$
170,690


$
329,913


$
147,268


$
32,658


$
2,074,676   F-48




---



##### Table of Contents



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


Logistics











GlobalFreight


and


Asia


Greater





SpecializedEMENA


Forwarding


Distribution


Pacific


China


Africa


Solutions


Corporate


TotalGross revenue

$
850,132


$
516,858


$
660,467


$
420,932


$
530,457


$
517,470


$
65,049


$



$
3,561,365Net revenue

$
258,874


$
152,737


$
377,286


$
82,146


$
76,187


$
218,105


$
57,477


$



$
1,222,812Staff costs


133,481



91,480



216,620



38,799



27,341



96,097



24,712



14,432



642,962Depreciation and amortization


6,454



2,311



10,705



1,783



1,944



6,764



1,321



2,140



33,422Amortization of intangible assets










6,899







453







653







8,005Restructuring and impairments


































Other operating expenses


71,482



44,092



111,993



19,334



20,566



82,951



18,915



14,169



383,502Operating income/(loss)

$
47,457


$
14,854


$
31,069


$
22,230


$
25,883


$
32,293


$
11,876


$
(30,741
)


154,921Interest income


































8,154Interest expense


































(23,439
)Other income


































(565
)Pretax income


































139,071Provision for income taxes


































(31,729
)Income before minority interests

































$
107,342Capital expenditures

$
10,571


$
7,628


$
14,943


$
2,732


$
3,201


$
10,395


$
5,368


$
56


$
54,894Segment assets at year-end

$
303,149


$
187,683


$
477,483


$
137,986


$
136,730


$
301,452


$
96,291


$
19,304


$
1,660,078   F-49




---



##### Table of Contents



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


Logistics











GlobalFreight


and


Asia


Greater





SpecializedEMENA


Forwarding


Distribution


Pacific


China


Africa


Solutions


Corporate


TotalGross revenue

$
693,661


$
454,816


$
243,406


$
379,080


$
475,637


$
471,718


$
67,257


$



$
2,785,575Net revenue

$
209,053


$
135,268


$
238,367


$
73,433


$
62,701


$
195,421


$
51,489


$



$
965,732Staff costs


144,874



81,168



143,711



34,417



23,193



88,599



19,714



11,557



547,233Depreciation and amortization


5,718



2,130



2,782



1,797



1,365



6,281



1,185



1,794



23,052Amortization of intangible assets










4,071







306







705







5,082Restructuring and impairments


































Other operating expenses


55,216



39,073



67,816



19,137



13,047



68,843



16,335



11,552



291,019Operating income/(loss)

$
3,245


$
12,897


$
19,987


$
18,082


$
24,790


$
31,698


$
13,550



(24,903
)


99,346Interest income


































4,945Interest expense


































(9,111
)Other income


































(303
)Pretax income


































94,877Provision for income taxes


































(36,855
)Income before minority interests

































$
58,022Capital expenditures

$
7,688


$
6,572


$
610


$
1,641


$
2,006


$
12,501


$
1,690


$
42


$
32,750Segment assets at year-end

$
306,475


$
190,200


$
90,802


$
127,539


$
120,021


$
273,512


$
101,268


$
12,488


$
1,222,305  F-50




---



##### Table of Contents



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


2007


2006Gross revenues:Airfreight forwarding

$
1,665,067


$
1,381,249


$
1,213,987Ocean freight forwarding


1,101,129



937,559



826,079Customs brokerage


98,324



86,409



80,960Contract logistics


618,599



477,307



408,850Distribution


514,198



443,830



64,600Other


381,693



235,011



191,099Total gross revenues

$
4,379,010


$
3,561,365


$
2,785,575Net revenues:Airfreight forwarding

$
383,602


$
329,582


$
290,993Ocean freight forwarding


174,905



146,571



118,346Customs brokerage


94,649



84,135



78,503Contract logistics


536,943



410,640



346,220Distribution


143,931



150,261



50,187Other


162,674



101,623



81,483Total net revenues

$
1,496,704


$
1,222,812


$
965,732   20.
    Selected
    Quarterly Financial Data (Unaudited)  For the year ended January 31,

First

Second

Third

Fourth

TotalGross revenue:2008

$
944,738


$
1,045,601


$
1,183,045


$
1,205,626


$
4,379,0102007


773,700



890,073



946,321



951,271



3,561,365Net revenue:2008


336,041



366,848



391,033



402,782



1,496,7042007


271,216



304,999



315,818



330,779



1,222,812Operating income(1):2008(4)


31,418



43,313



48,845



27,583



151,1592007


29,064



49,580



44,412



31,865



154,921Net income:2008(4)


18,120



27,667



34,885



18,014



98,6862007


18,218



33,397



29,381



22,515



103,511Basic earnings per share:2008(3)(4)


0.18



0.28



0.35



0.18



1.002007(3)


0.19



0.35



0.30



0.23



1.06Diluted earnings per share:2008(4)


0.18



0.28



0.35



0.18



0.992007(2)


0.18



0.33



0.29



0.22



1.04  F-51




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
    (1)
    
    Operating income includes the SLi Share-based Compensation
    Arrangement.(2)
    
    The diluted earnings per share amounts for the quarters do not
    add to the total year ended January 31, 2007 amount due to
    the effects of rounding.(3)
    
    The basic earnings per share amounts for the quarters do not add
    to the total year ended January 31, 2007 and
    January 31, 2008 amount due to the effects of rounding.(4)
    
    Amounts in the fourth quarter of fiscal 2008 include
    restructuring and impairment charges for employee severance and
    benefits, asset impairments and other exit costs.    First

Second

Third

Fourth

TotalFreight consolidation costs:As previously stated

$
502,072


$
584,662


$
630,091


$
620,080



2,336,905Adjustments


412



412



412



412



1,648As restated


502,484



585,074



630,503



620,492



2,338,553Net revenue:As previously stated


271,628



305,411



316,230



331,191



1,224,460Adjustments


(412
)


(412
)


(412
)


(412
)


(1,648
)As restated


271,216



304,999



315,818



330,779



1,222,812Operating income:As previously stated


29,982



50,498



45,331



32,784



158,595Adjustments


(918
)


(918
)


(919
)


(919
)


(3,674
)As restated


29,064



49,580



44,412



31,865



154,921Net income:As previously stated


19,324



34,504



30,488



23,623



107,939Adjustments


(1,106
)


(1,107
)


(1,107
)


(1,108
)


(4,428
)As restated


18,218



33,397



29,381



22,515



103,511Basic earnings per share:As previously stated


0.20



0.36



0.31



0.24



1.11Adjustments


(0.01
)


(0.01
)


(0.01
)


(0.01
)


(0.05
)As restated


0.19



0.35



0.30



0.23



1.06Diluted earnings per share:As previously stated


0.20



0.35



0.31



0.24



1.08Adjustments(1)


(0.02
)


(0.02
)


(0.02
)


(0.02
)


(0.04
)As restated(1)


0.18



0.33



0.29



0.22



1.04     (1)
    
    The diluted earnings per share amounts for the quarters do not
    add to the total year ended January 31, 2007, amount due to
    the effects of rounding.  F-52




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2008, 2007 and 2006
  21.
    Restatement
    of Previously Issued Financial Statements  Accounting
    for Contingencies Considering the Effects of Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements
      Net Income


RetainedYears Ended


EarningsJanuary 31,


January 31,2007


2006


2005Previously reported

$
107,939


$
55,198


$
113,467Adjustments:Tax Adjustments


246



(1,967
)


(1,100
)Other Adjustments


(4,674
)


578



(474
)Total adjustments


(4,428
)


(1,389
)


(1,574
)As currently reported

$
103,511


$
53,809


$
111,893     
    We recorded a reduction to revenues and operating expense with a
    net impact of $952 related to revenues and expense recorded in
    the incorrect fiscal period.
    We recorded an expense of $878 related to accrued employee
    compensation.
    We recorded additional net periodic pension costs of $616
    related to the Companys defined benefit plans.
    We recorded an expense of $473 to other income related to
    foreign currency translation. F-53




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##### Table of Contents



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

2006As Previously

As

As Previously

AsReported

Restated

Reported

CorrectedFreight consolidation costs

$
2,336,905


$
2,338,553


$
1,819,171


$
1,819,843Net revenue


1,224,460



1,222,812



966,404



965,732Other operating expenses


381,476



383,502



292,269



291,019Operating income


158,595



154,921



98,768



99,346Interest expense


(23,309
)


(23,439
)


(8,814
)


(9,111
)Other income (expense)


435



(565
)


(303
)


(303
)Pretax income


143,875



139,071



94,596



94,877Provision for income taxes


(32,105
)


(31,729
)


(35,185
)


(36,855
)Income before minority interest


111,770



107,342



59,411



58,022Net income

$
107,939


$
103,511


$
55,198


$
53,809Basic earnings per share

$
1.11


$
1.06


$
0.59


$
0.57Diluted earnings per share

$
1.08


$
1.04


$
0.56


$
0.55     January 31,2007As Previously


AsReported


RestatedASSETSTrade receivables

$
662,804


$
660,519Other current assets


57,563



60,056Total current assets


1,009,664



1,009,872Total assets

$
1,659,870


$
1,660,078LIABILITIES & SHAREHOLDERS EQUITYTrade payables and other accrued liabilities

$
603,575


$
610,028Income taxes payable


15,333



14,120Total current liabilities


718,277



723,517Retirement fund obligations


7,549



9,908Shareholders equity:Retained earnings


266,136



258,745Total shareholders equity


637,274



629,883Total liabilities and shareholders equity

$
1,659,870


$
1,660,078     F-54




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##### Table of Contents



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

2006As Previously

As

As Previously

AsReported

Restated

Reported

CorrectedOPERATING ACTIVITIES:Net income

$
107,939


$
103,511


$
55,198


$
53,809Changes in operating assets and liabilities, net of AcquisitionsIncrease in trade receivables


(96,862
)


(94,525
)


(59,385
)


(59,674
)(Increase)/decrease in other current assets


(9,600
)


(11,378
)


5,267



4,552Increase in trade payables


68,125



71,240



37,658



39,354Increase in accrued liabilities and other


21,271



22,025



9,827



10,524Net cash provided by operating activities

$
128,199


$
128,199


$
117,659


$
117,659  F-55




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##### Table of Contents



UTi
    Worldwide Inc.



Schedule II



Valuation
    and Qualifying Accounts  Balance at

Amounts

Charges



Foreignbeginning

charged

against the



currency

Balance atYear ended January 31,

of year

to expense

allowance

Other

translation

end of year(In thousands)2008Allowance for Doubtful Accounts

$
14,719


$
2,831


$
(2,313
)

$
180


$
939


$
16,356Deferred Tax Asset Valuation Allowance


5,712



6,311















12,0232007Allowance for Doubtful Accounts


14,367



5,860



(6,378
)


1,295



(425
)


14,719Deferred Tax Asset Valuation Allowance


4,210



1,502















5,7122006Allowance for Doubtful Accounts


16,687



1,349



(3,455
)


26



(240
)


14,367Deferred Tax Asset Valuation Allowance


3,875



335















4,210    F-56




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description3
.1

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

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

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

Second Amended and Restated Employment Agreement between
    Mr. MacFarlane and the Company dated as of
    December 31, 200710
.3

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

Sale of Shares Agreement, entered into December 6, 2004,
    between Pyramid Freight (Proprietary) Limited and The Trustees
    For the Time Being of the UTi Empowerment Trust (incorporated by
    reference to Exhibit 10.4 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed December 8, 2004)10
.5

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

Shareholders Agreement, entered into December 6,
    2004, among Pyramid Freight (Proprietary) Limited, the Trustees
    for the Time Being of the UTi Empowerment Trust and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.6 to the Companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.7

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

Executive Annual Cash Bonus Plan (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 11, 2007)10
.9*

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

Employment Agreement of Mr. John Hextall (incorporated by
    reference to Exhibit 99.2 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.11+

Employment Agreement of Mr. Gene Ochi (incorporated by
    reference to Exhibit 99.3 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.12+

Employment Agreement of Mr. Lawrence Samuels (incorporated
    by reference to Exhibit 99.5 to the Companys Current
    Report on
    Form 8-K,
    filed February 27, 2006)10
.13+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.14+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.15+

2000 Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.3 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.16+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the Companys
    Quarterly Report on Form 10-Q, filed June 9, 2006)10
.17+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the Companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.19+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the Companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.20+

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




---



##### Table of Contents



Exhibit

Description10
.21+

Non-Employee Director Compensation Policy (incorporated by
    reference to Exhibit 99.1 to the Companys Current
    Report on
    Form 8-K,
    filed June 16, 2006)10
.22

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.23

Credit Facility, dated as of July 13, 2006, by and among
    UTi Worldwide Inc. and certain of its subsidiaries party thereto
    and various financial institutions party thereto (incorporated
    by reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.24

Cession Agreement in Security, dated as of July 13, 2006,
    by and among Pyramid Freight (Proprietary) Limited, South
    African Branch, and Nedbank Limited (incorporated by reference
    to Exhibit 10.3 to the Companys Current Report on
    Form 8-K,
    filed July 19, 2006)10
.25+

Form of Performance Enhancement Award Agreement for May 12,
    2006 Performance Enhancement Awards granted to certain executive
    officers pursuant to the UTi Worldwide Inc. 2004 Long-Term
    Incentive Plan (incorporated by reference to Exhibit 10.4
    to the Companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.26+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement (Type
    C) (incorporated by reference to Exhibit 10.5 to the
    Companys Quarterly Report on
    Form 10-Q,
    filed September 11, 2006)10
.27+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement (Type
    D) (incorporated by reference to Exhibit 10.6 to the
    Companys Quarterly Report on Form 10-Q, filed
    September 11, 2006)10
.28+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Stock Option Award Agreement, as amended
    (incorporated by reference to Exhibit 10.28 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006)10
.29+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (Type A) (incorporated by reference to
    Exhibit 10.29 to the Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.30+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (Type B) (incorporated by reference to
    Exhibit 10.30 to the Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.31+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as amended (Type A)
    (incorporated by reference to Exhibit 10.31 to the
    Companys Annual Report on
    Form 10-K,
    filed April 17, 2006)10
.32+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as Amended (Type B)
    (incorporated by reference to Exhibit 10.32 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006)10
.33+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated (incorporated by reference to Exhibit 99.2 to the
    Companys Current Report on Form 8-K, filed June 16,
    2006)10
.34+

Form of UTi Worldwide Inc. Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award Agreement and
    Section 83(b) Election Form as amended (incorporated by
    reference to Exhibit 99.3 to the Companys Current Report
    on Form 8-K, field June 16, 2006)10
.35+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.33 to the Companys Annual
    Report on Form 10-K, filed April 17, 2006)10
.36+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.34 to the
    Companys Annual Report on Form 10-K, filed
    April 17, 2006)10
.37+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.35 to the Companys Annual Report on
    Form 10-K, filed April 17, 2006)10
.38+

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




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##### Table of Contents



Exhibit

Description10
.39+

Form of Change of Control Agreement10
.40

Amendment to Note Purchase Agreement, dated as of
    October 11, 2006, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto10
.41

Amendment to Credit Facility, dated as of October 11, 2006,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility10
.42

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto10
.43

Amendment to Credit Facility, dated as of December 7, 2007,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility10
.44

Waiver to Credit Facility, dated as of March 28, 2008, by
    and between UTi Worldwide Inc.  for itself and its subsidiaries
    party to the Credit Facility and ABN Amro Bank N.V. as agent for
    the various financial institutions party to the Credit Facility10
.45

Amendment and waiver to Credit Facility, dated as of
    April 10, 2008, by and between UTi Worldwide Inc. for
    itself and its subsidiaries party to the Credit Facility and ABN
    Amro Bank N.V. as agent for the various financial institutions
    party to the Credit Facility12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

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

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

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

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