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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 FORM 10-K/A
 Amendment No. 1
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended January 31, 2006
 Or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 000-31869
(Commission File Number)
 UTi Worldwide Inc.
  British Virgin Islands
    
    N/A(State or Other Jurisdiction of Incorporation or Organization)
    
    (IRS Employer Identification Number)
 9 Columbus Centre, Pelican Drive
    
    c/o UTi, Services, Inc.Road Town, Tortola
    
    19500 Rancho Way, Suite 116British Virgin Islands
    
    Rancho Dominguez, CA 90220 USA
  
      Yes      þ
    
    No     o
  Yes     o
    
    No     þ
  Yes      þ
    
    No     o
 o
  þ o o
  Yes     o
    
    No     þ
   DOCUMENTS INCORPORATED BY REFERENCE




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##### 



UTi Worldwide Inc.
 Annual Report on Form 10-K/A
For the Year Ended January 31, 2006
 Table of Contents
 PageEXPLANATORY NOTE REGARDING RESTATEMENT
    
    
    1PART IItem 1.
    
    Business
    
    
    3PART IIItem 6.
    
    Selected Financial Data
    
    
    14Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 8.
    
    Financial Statements and Supplementary Data
    
    
    38Item 9A.
    
    Controls and Procedures
    
    
    38PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    39Signatures
    
    
    40CertificationsEXHIBIT 12.1EXHIBIT 23EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2
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EXPLANATORY NOTE REGARDING RESTATEMENT
  Business
Combinations Accounting for
Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination
 Accounting for Stock Issued to Employees Accounting for Stock Appreciation Rights and Other Variable Stock
Option or Award Plans, an interpretation of APB Opinions No. 15 and 25 Share-Based Payment
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Part I, Item 1
    
    BusinessPart II, Item 6
    
    Selected Financial DataPart II, Item 7
    
    Managements Discussion and Analysis of Financial Condition and Results of OperationsPart II, Item 8
    
    Financial Statements and Supplementary DataPart II, Item 9A
    
    Controls and ProceduresPart IV, Item 15
    
    Exhibits and Financial Statement Schedules
    Forward-Looking Statements
 NextLeap
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PART I
 
 ITEM 1. Business
 The information included in Item 1 in the Original Filing has not been updated for information or
events occurring after the date of the Original Filing and has not been updated to reflect the
passage of time since the date of the Original Filing. See Explanatory Note Regarding
Restatement above for details of the restatement, which we refer to as the Explanatory Note.
Events occurring after the date of the Original Filing or other disclosures necessary to reflect
subsequent events have been addressed in the companys Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 2006 and July 31, 2006, and
reports filed with the SEC subsequent to the date of this filing,
including amendments.
 History and Development of the Company
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Industry
   Acquisitions
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Organizational Structure
  Business Overview
  
    
    Air and Ocean Freight Forwarding. As a freight forwarder, we conduct business as an
indirect carrier for our customers or occasionally as an authorized agent for an airline or
ocean carrier. We typically act as an indirect carrier with respect to shipments of
freight unless the volume of freight to be shipped over a particular route is not large
enough to warrant consolidating such freight 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.We do not own or operate aircraft or vessels and, consequently, contract with commercial
carriers to arrange for the shipment of cargo. We arrange for, and in many cases provide,
pick-up and delivery service between the carrier and the location of the shipper or
recipient. Our domestic delivery service in South Africa uses predominantly outsourced
resources to provide pick-up and delivery services between the location of the shipper or
recipient and the local distribution center.
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When we act as an authorized agent for an airline or ocean carrier, we arrange for the
transportation of individual shipments to the airline or ocean carrier. As compensation for
arranging for the shipments, the airline or ocean carrier pays us a commission. If we
provide the customer with ancillary services, such as the preparation of export
documentation, we receive an additional fee.Airfreight forwarding services accounted for approximately 43%, 45% and 48% of our
consolidated gross revenues for the years ended January 31, 2006, 2005 and 2004,
respectively (which we refer to as fiscal 2006, 2005 and 2004, respectively), and
approximately 30%, 33% and 33% of our fiscal 2006, 2005 and 2004 consolidated net revenues,
respectively. Ocean freight forwarding services accounted for approximately 30%, 30% and
24% of our fiscal 2006, 2005 and 2004 consolidated gross revenues, respectively, and
approximately 12%, 13% and 13% of our fiscal 2006, 2005 and 2004 consolidated net revenues,
respectively.
    
    Contract Logistics.Our contract logistics services primarily relate to the value-added
warehousing and distribution of goods and materials in order to meet customers inventory
needs and production or distribution schedules. Our distribution 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.In June 2005, we acquired Perfect Logistics, a third-party contract logistics provider and
customs broker headquartered in Taiwan, which increased our contract logistics capabilities
and customer base in our Asia Pacific region.Contract logistics services accounted for approximately 16%, 14% and 15% of our fiscal 2006,
2005 and 2004 consolidated gross revenues, respectively, and approximately 39%, 33% and 32%
of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively.
    
    Customs Brokerage. As part of our integrated logistics services, we provide customs
brokerage services in the United States (U.S.) and most of the other countries in which we
operate. Within each country, the rules and regulations vary, along with the level of
expertise that is required to perform the customs brokerage services. We provide customs
brokerage services in connection with a majority of the shipments which we handle as both
an airfreight and ocean freight forwarder. We also provide customs brokerage services in
connection with shipments forwarded by our competitors. In addition, other companies may
provide customs brokerage services in connection with the shipments which we forward.As part of our customs brokerage services, we prepare and file formal documentation required
for clearance through customs agencies, obtain customs bonds, facilitate the payment of
import duties on behalf of the importer, arrange for payment of collect freight charges,
assist with determining and obtaining the best commodity classifications for shipments and
perform other related services. We determine our fees for our customs brokerage services
based on the volume of business transactions for a particular customer, and the type, number
and complexity of services provided.Customs brokerage services accounted for approximately 3%, 3% and 5% of our fiscal 2006,
2005 and 2004 consolidated gross revenues, respectively, and approximately 8%, 10% and 11%
of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively.
    
    Other Supply Chain Management Services.We also provide a range of other supply chain
management services, such as domestic road transportation, truck brokerage, warehousing
services, consulting, order management, planning and optimization services, outsourced
management services, developing specialized customer-specific supply chain solutions, and
customized distribution and inventory management services. We receive fees for the other
supply chain management services that we perform.In October 2005, we acquired Concentrek, a third-party provider of transportation management
and other supply chain solutions and subsequent to fiscal year 2006, we acquired Market
Transport, a third-party logistics services and multi-modal transportation capacity
solutions specializing in truck brokerage. These acquisitions are expected to increase our
gross and net revenues for our other supply chain management services in the future as
compared to our historic results.
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Following our acquisition of Market Transport, we now offer a range of services in North
America of domestic transportation services, including dedicated transportation and
truckload brokerage through an asset-light business model, which features a network of
agents, broker affiliates, owner-operators and selected company-owned assets.Other supply chain management services accounted for approximately 8% of each of our fiscal
2006, 2005 and 2004 consolidated gross revenues, and approximately 11% of each of our fiscal
2006, 2005 and 2004 consolidated net revenues.
 Financial Information about Services and Geographic Segments
   Seasonality
  Sales and Marketing
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Competition
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Information Technology Systems
 5
  
    
    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 customer 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; it is a warehouse management system package provided by SSA Global and integrated
into eMpower;
    
    uClear, which provides visibility into customs clearance transactions for our customers;
    
    uAnalyze, which assists us and our clients with isolating the factors causing variability in transit times;
    
    uReport, which provides clients with customized reports;
    
    uConnect, which enables the electronic transfer of data (EDI) between our systems and
those of our clients and also integrates our internal applications;
    
    uPlan, which is a suite of selected planning and optimization software developed by i2 Technologies;
    
    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.
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Intellectual Property
  Government Regulation
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Employees
  Europe
    
    
    2,731Americas
    
    
    5,815Asia Pacific
    
    
    2,553Africa
    
    
    5,030Corporate
    
    
    116Total
    
    
    16,245
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Executive Officers and Other Senior Managers of Registrant
  Name
    
    Age
    
    PositionRoger I. MacFarlane
    
    
    61
    
    
    Chief Executive Officer and DirectorMatthys J. Wessels
    
    
    60
    
    
    Vice Chairman of the Board of Directors, Chief
Executive Officer  African Region and DirectorAlan C. Draper
    
    
    53
    
    
    Executive Vice President, President  Asia Pacific
Region and DirectorJohn S. Hextall
    
    
    49
    
    
    Executive Vice President  Global Leader of Client
Solutions and DeliveryGene Ochi
    
    
    56
    
    
    Executive Vice President  Global Leader of Client
Solutions DevelopmentLawrence R. Samuels
    
    
    49
    
    
    Senior Vice President  Finance, Chief Financial
Officer and SecretaryLinda C. Bennett
    
    
    55
    
    
    Senior Vice President and Chief Information OfficerMichael K. OToole
    
    
    61
    
    
    Vice President  Global Forwarding Operations
 Roger I. MacFarlane
 Matthys J. Wessels
 Alan C. Draper
 John S. Hextall
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Gene Ochi
 Lawrence R. Samuels
 Linda C. Bennett
 Michael K. OToole
  Name
    
    Age
    
    PositionGordon C. Abbey
    
    
    53
    
    
    Executive Vice President; Managing Director UTi Africa
International RegionDavid Cheng
    
    
    61
    
    
    President of Greater ChinaBrian R. J. Dangerfield
    
    
    47
    
    
    President of Solutions Delivery  Asia PacificCarlos Escario Pascual
    
    
    44
    
    
    President Client Solutions  Europe, Middle East and North
Africa (EMENA) RegionWilliam T. Gates
    
    
    58
    
    
    Vice President; Chief Executive Officer  UTi Integrated
Logistics, Inc.Walter R. Mapham
    
    
    58
    
    
    Vice President; Director Strategic Services  AfricaGlenn Mills
    
    
    53
    
    
    President of Client Solutions  Asia Pacific RegionGraham Somerville
    
    
    51
    
    
    Vice President; Managing Director UTi Africa  IHD DivisionChristopher Dale
    
    
    46
    
    
    Chief Operating Officer  UTi, United States, Inc.
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Available Information
  
 PART II
 
 ITEM 6. Selected Financial Data
   (Restated)Year ended January 31,2006 (7)
    
    
    2005 (7)
    
    
    2004 (7)
    
    
    2003 (8)
    
    
    2002 (8)(in thousands, except per share amounts)INCOME STATEMENT DATA:Gross revenue (1) (3)
    
    $
    2,785,575
    
    
    $
    2,259,793
    
    
    $
    1,502,875
    
    
    $
    1,170,060
    
    
    $
    889,786Freight consolidation costs (1) (2)
    
    
    1,819,171
    
    
    
    1,486,012
    
    
    
    906,734
    
    
    
    765,270
    
    
    
    585,227Net revenues (2):Airfreight forwarding
    
    
    290,993
    
    
    
    253,289
    
    
    
    198,822
    
    
    
    157,493
    
    
    
    142,312Ocean freight forwarding
    
    
    118,346
    
    
    
    98,877
    
    
    
    75,131
    
    
    
    66,554
    
    
    
    58,633Customs brokerage
    
    
    78,503
    
    
    
    75,352
    
    
    
    65,532
    
    
    
    61,105
    
    
    
    54,034Contract logistics (3)
    
    
    370,714
    
    
    
    257,141
    
    
    
    192,969
    
    
    
    79,517
    
    
    
    14,957Other
    
    
    107,848
    
    
    
    89,122
    
    
    
    63,687
    
    
    
    40,121
    
    
    
    34,623Total net revenues
    
    
    966,404
    
    
    
    773,781
    
    
    
    596,141
    
    
    
    404,790
    
    
    
    304,559Staff costs (4)
    
    
    547,233
    
    
    
    430,026
    
    
    
    337,705
    
    
    
    210,697
    
    
    
    156,005Depreciation and amortization
    
    
    23,052
    
    
    
    19,453
    
    
    
    14,806
    
    
    
    11,174
    
    
    
    9,411Amortization of intangible assets (5)
    
    
    5,082
    
    
    
    1,980
    
    
    
    663
    
    
    
    214
    
    
    
    5,323Other operating expenses
    
    
    292,269
    
    
    
    258,952
    
    
    
    201,763
    
    
    
    143,356
    
    
    
    103,958Operating income (5)
    
    
    98,768
    
    
    
    63,370
    
    
    
    41,204
    
    
    
    39,349
    
    
    
    29,862Net income (5)
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457
    
    
    $
    23,739
    
    
    $
    19,195Basic earnings per ordinary share (5) (6)
    
    $
    0.59
    
    
    $
    0.38
    
    
    $
    0.29
    
    
    $
    0.31
    
    
    $
    0.25Diluted earnings per ordinary
share (5) (6)
    
    $
    0.56
    
    
    $
    0.37
    
    
    $
    0.28
    
    
    $
    0.30
    
    
    $
    0.25Cash dividends declared per
ordinary share
    
    $
    0.05
    
    
    $
    0.038
    
    
    $
    0.032
    
    
    $
    0.025
    
    
    $
    0.025Number of weighted average shares
used for per share calculations (6):Basic shares
    
    
    94,147
    
    
    
    92,203
    
    
    
    90,875
    
    
    
    77,796
    
    
    
    75,700Diluted shares
    
    
    98,042
    
    
    
    95,705
    
    
    
    94,440
    
    
    
    79,513
    
    
    
    76,506BALANCE SHEET DATA (8):Goodwill
    
    
    291,549
    
    
    
    262,783
    
    
    
    157,110
    
    
    
    131,264
    
    
    
    90,849Total assets (6)
    
    
    1,221,538
    
    
    
    1,057,532
    
    
    
    712,079
    
    
    
    641,518
    
    
    
    419,380Long-term liabilities
    
    
    55,125
    
    
    
    65,911
    
    
    
    31,999
    
    
    
    24,503
    
    
    
    23,724Total shareholders equity
    
    
    497,199
    
    
    
    417,783
    
    
    
    362,015
    
    
    
    318,405
    
    
    
    179,890
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(1)
    
    Gross revenue represents billings on exports to customers, plus net revenue on imports, net
of any billings for value added taxes, customs duties and freight insurance premiums whereby
we also act as an agent. Gross revenue and freight consolidation costs for airfreight and
ocean freight forwarding services, including commissions earned from our services as an
authorized agent for airline and ocean carriers and third-party freight insurers, are
recognized at the time the freight departs the terminal of origin, which is when the customer
is billed. Gross customs brokerage revenue and contract logistics and other revenue are
recognized when we bill the customer, which for customs brokerage revenue is when the
necessary documentation for customs clearance has been completed, and for contract logistics
and other revenue is when the service has been provided to third parties in the ordinary
course of business.(2)
    
    Net revenue is determined by deducting freight consolidation costs from gross revenue.
Freight consolidation costs are recognized at the time the freight departs the terminal of
origin.(3)
    
    We acquired SLi, UTi Integrated Logistics, International Healthcare Distributors (Pty.)
Limited, which we refer to as IHD, and Unigistix in January 2002, October 2002, June 2004 and
October 2004, 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.(4)
    
    Staff costs include share based payments made to employees for services performed. The
share based payments include restricted stock units issued in fiscal 2006 and 2005 and awards
granted to the selling shareholders of SLi for services performed. Refer to Note 12,
Share-based Compensation, to the consolidated financial statements.(5)
    
    Effective with the fiscal year ended January 31, 2003, operating income and net income, as
well as basic and diluted earnings per share, exclude the effect of amortization of goodwill
in accordance with the adoption of Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets.(6)
    
    In December 2002, we sold 13,800,000 of our ordinary shares in a public offering. Net
proceeds to us totaled approximately $100.0 million (after underwriting discounts and
commissions and related transaction expenses).(7)
    
    Amounts have been restated as discussed in Note 19, Restatement of Previously Issued
Financial Statements, which we refer to as Note 19, to the consolidated financial statements.(8)
    
    Amounts have been restated to reflect the matters discussed in Note 19 to the consolidated
financial statements. 
 ITEM 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 The
information included in Item 7 in the Original Filing has not been updated for information or
events occurring after the date of the Original Filing and has not been updated to reflect the
passage of time since the date of the Original Filing. See Explanatory Note Regarding
Restatement above for details of the restatement, which we refer to as the Explanatory Note.
Events occurring after the date of the Original Filing or other disclosures necessary to reflect
subsequent events have been addressed in the companys Quarterly Reports on Form 10-Q for the
fiscal quarters ended April 30, 2006 and July 31, 2006, and
reports filed with the SEC subsequent to the date of this filing,
including amendments.
 Restatement of Previously Issued Financial Statements
 Business Combinations Accounting for Contingent Consideration Paid to the Shareholders of an
Acquired Enterprise in a Purchase Business Combination
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Accounting for Stock Issued to Employees Accounting for Stock Appreciation Rights and Other Variable Stock
Option or Award Plans, an interpretation of APB Opinions No. 15 and 25 Share-Based Payment
      
    
    We recorded a reduction of $0.68 million in other long term liabilities related to the
decrease in fair value of a minority interest put option related to International Health
Distributors (Pty) Ltd, with an offsetting entry to other operating expenses.
    
    We recorded a reserve of $0.59 million associated with a contingent tax provision in
accordance with SFAS 5.
    
    We recorded a reduction of $0.80 million to depreciation expense with an offsetting
entry to property, plant and equipment to reflect assets at their appropriate carrying
value.
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Net Income
    
    
    RetainedYear ended January 31,
    
    
    EarningsJanuary 31,2006
    
    
    2005
    
    
    2004
    
    
    2003Previously reported
    
    $
    88,424
    
    
    $
    67,529
    
    
    $
    44,771
    
    
    $
    63,973Adjustments:Earn-out Arrangement Adjustment
    
    
    (32,481
    )
    
    
    (32,261
    )
    
    
    (18,035
    )
    
    
    (5,797
    )Other Adjustments
    
    
    (745
    )
    
    
    (262
    )
    
    
    (279
    )
    
    
    280Total adjustments
    
    
    (33,226
    )
    
    
    (32,523
    )
    
    
    (18,314
    )
    
    
    (5,517
    )Restated
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457
    
    
    $
    58,456
   Year ended January 31,2006
    
    2005
    
    2004As previously
    
    As
    
    As previously
    
    As
    
    As previously
    
    Asreported
    
    restated
    
    reported
    
    restated
    
    reported
    
    restatedStaff costs
    
    $
    514,752
    
    
    $
    547,233
    
    
    $
    397,765
    
    
    $
    430,026
    
    
    $
    318,727
    
    
    $
    337,705Depreciation and
amortization
    
    
    21,952
    
    
    
    23,052
    
    
    
    19,453
    
    
    
    19,453
    
    
    
    14,806
    
    
    
    14,806Amortization of intangible
assets
    
    
    4,690
    
    
    
    5,082
    
    
    
    1,980
    
    
    
    1,980
    
    
    
    663
    
    
    
    663Other operating expenses
    
    
    292,946
    
    
    
    292,269
    
    
    
    259,132
    
    
    
    258,952
    
    
    
    202,874
    
    
    
    201,763Operating income
    
    
    132,064
    
    
    
    98,768
    
    
    
    95,451
    
    
    
    63,370
    
    
    
    59,071
    
    
    
    41,204(Losses)/gains on foreign
exchange
    
    
    (303
    )
    
    
    (303
    )
    
    
    973
    
    
    
    973
    
    
    
    (341
    )
    
    
    (542
    )Pretax income
    
    
    127,892
    
    
    
    94,596
    
    
    
    95,950
    
    
    
    63,869
    
    
    
    59,771
    
    
    
    41,703Provision for income taxes
    
    
    35,255
    
    
    
    35,185
    
    
    
    25,698
    
    
    
    26,140
    
    
    
    13,403
    
    
    
    13,649Income before minority
interest
    
    
    92,637
    
    
    
    59,411
    
    
    
    70,252
    
    
    
    37,729
    
    
    
    46,368
    
    
    
    28,054Net income
    
    
    88,424
    
    
    
    55,198
    
    
    
    67,529
    
    
    
    35,006
    
    
    
    44,771
    
    
    
    26,457Basic earnings per share
    
    $
    0.94
    
    
    $
    0.59
    
    
    $
    0.73
    
    
    $
    0.38
    
    
    $
    0.49
    
    
    $
    0.29Diluted earnings per share
    
    $
    0.90
    
    
    $
    0.56
    
    
    $
    0.71
    
    
    $
    0.37
    
    
    $
    0.47
    
    
    $
    0.28
  January 31,2006
    
    2005As previously
    
    As
    
    As previously
    
    Asreported
    
    restated
    
    reported
    
    restatedASSETSProperty, plant and equipment, net
    
    $
    80,443
    
    
    $
    79,342
    
    
    $
    71,190
    
    
    $
    71,190Goodwill
    
    
    326,959
    
    
    
    291,549
    
    
    
    251,093
    
    
    
    262,783Other intangible assets, net
    
    
    42,412
    
    
    
    42,020
    
    
    
    42,682
    
    
    
    42,682Deferred income tax assets
    
    
    4,027
    
    
    
    3,704
    
    
    
    1,104
    
    
    
    2,279Total assets
    
    
    1,258,764
    
    
    
    1,221,538
    
    
    
    1,044,667
    
    
    
    1,057,532
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January 31,2006
    
    2005As previously
    
    As
    
    As previously
    
    Asreported
    
    restated
    
    reported
    
    restatedLIABILITIES & SHAREHOLDERS EQUITYTrade payables and other accrued liabilities
    
    
    465,100
    
    
    
    519,011
    
    
    
    413,003
    
    
    
    439,645Income taxes payable
    
    
    22,904
    
    
    
    23,498
    
    
    
    18,533
    
    
    
    18,533Total current liabilities
    
    
    595,505
    
    
    
    650,010
    
    
    
    531,184
    
    
    
    557,826Deferred income tax liabilities
    
    
    11,593
    
    
    
    11,181
    
    
    
    19,607
    
    
    
    19,607Other
    
    
    4,960
    
    
    
    8,977
    
    
    
    136
    
    
    
    30,047Minority interests
    
    
    25,219
    
    
    
    19,204
    
    
    
    3,293
    
    
    
    16,012Shareholders equity:Common stock
    
    
    368,159
    
    
    
    368,159
    
    
    
    329,098
    
    
    
    329,098Deferred compensation related to restricted
share units
    
    
    (8,324
    )
    
    
    (8,324
    )
    
    
    (3,193
    )
    
    
    (3,193
    )Retained earnings
    
    
    253,573
    
    
    
    163,993
    
    
    
    169,821
    
    
    
    113,467Accumulated other comprehensive loss
    
    
    (26,888
    )
    
    
    (26,629
    )
    
    
    (21,536
    )
    
    
    (21,589
    )Total shareholders equity
    
    
    586,520
    
    
    
    497,199
    
    
    
    474,190
    
    
    
    417,783Total liabilities and shareholders equity
    
    
    1,258,764
    
    
    
    1,221,538
    
    
    
    1,044,667
    
    
    
    1,057,532
  Year ended January 31,2006
    
    2005
    
    2004As previously
    
    As
    
    As previously
    
    As
    
    As previously
    
    Asreported
    
    restated
    
    reported
    
    restated
    
    reported
    
    restatedOPERATING ACTIVITIES:Net income
    
    $
    88,424
    
    
    $
    55,198
    
    
    $
    67,529
    
    
    $
    35,006
    
    
    $
    44,771
    
    
    $
    26,457Share-based compensation
cost
    
    
    5,163
    
    
    
    37,643
    
    
    
    576
    
    
    
    32,837
    
    
    
    798
    
    
    
    19,705Depreciation and
amortization
    
    
    21,952
    
    
    
    23,052
    
    
    
    19,453
    
    
    
    19,453
    
    
    
    14,806
    
    
    
    14,806Amortization of intangible
assets
    
    
    4,690
    
    
    
    5,082
    
    
    
    1,980
    
    
    
    1,980
    
    
    
    663
    
    
    
    663Deferred income taxes
    
    
    (3,154
    )
    
    
    (2,831
    )
    
    
    1,440
    
    
    
    265
    
    
    
    847
    
    
    
    847Increase/(decrease) in other
current liabilities
    
    
    24,227
    
    
    
    9,827
    
    
    
    24,586
    
    
    
    16,560
    
    
    
    1,030
    
    
    
    (1,735
    )Net cash provided in
operating activities
    
    
    130,990
    
    
    
    117,659
    
    
    
    71,399
    
    
    
    61,936
    
    
    
    65,858
    
    
    
    63,686INVESTING ACTIVITIES:Acquisitions and contingent
earn-out payments
    
    
    (53,168
    )
    
    
    (39,837
    )
    
    
    (118,179
    )
    
    
    (108,716
    )
    
    
    (30,288
    )
    
    
    (28,116
    )Net cash used in
investing activities
    
    
    (69,965
    )
    
    
    (56,634
    )
    
    
    (136,466
    )
    
    
    (127,003
    )
    
    
    (50,380
    )
    
    
    (48,208
    )
 Introduction
  - 18 -




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##### Table of Contents




    
    Overview
    
    Discussion of Operating Results
    
    Liquidity and Capital Resources
    
    Off-Balance Sheet Arrangements
    
    Impact of Inflation
    
    Critical Accounting Policies and Use of Estimates
 Overview
    NextLeap NextLeap NextLeap NextLeap NextLeap NextLeap
 - 19 -




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##### Table of Contents



Effect of Foreign Currency Translation on Comparison of Results
  Description of Services & Revenue Recognition
 Airfreight Forwarding.
    Ocean Freight Forwarding.
   - 20 -




---



##### Table of Contents



Customs Brokerage.
  Contract Logistics
  Other Supply Chain Management Services.
  Acquisitions
  - 21 -




---



##### Table of Contents



- 22 -




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Reorganization of South African Operations
   - 23 -




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##### Table of Contents



Discussion of Operating Results
  Geographic Segment Operating Results
   - 24 -




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##### Table of Contents



Year ended January 31,2006
    
    
    2005Gross
    
    Net
    
    Operating
    
    Gross
    
    Net
    
    Operatingrevenue
    
    revenue
    
    income
    
    revenue
    
    revenue
    
    incomeEurope
    
    $
    693,661
    
    
    $
    209,165
    
    
    $
    3,148
    
    
    $
    582,428
    
    
    $
    176,425
    
    
    $
    (4,938
    )Americas
    
    
    698,222
    
    
    
    373,859
    
    
    
    32,692
    
    
    
    562,853
    
    
    
    286,760
    
    
    
    22,414Asia Pacific
    
    
    854,717
    
    
    
    136,358
    
    
    
    42,679
    
    
    
    681,532
    
    
    
    109,159
    
    
    
    34,991Africa
    
    
    538,975
    
    
    
    247,022
    
    
    
    45,152
    
    
    
    432,980
    
    
    
    201,437
    
    
    
    30,200Corporate
    
    
    
    
    
    
    
    
    
    
    (24,903
    )
    
    
    
    
    
    
    
    
    
    
    (19,297
    )Total
    
    $
    2,785,575
    
    
    $
    966,404
    
    
    $
    98,768
    
    
    $
    2,259,793
    
    
    $
    773,781
    
    
    $
    63,370
 Change to year ended January 31, 2006from year ended January 31, 2005Amount
    
    
    PercentageGross
    
    Net
    
    Operating
    
    Gross
    
    Net
    
    Operatingrevenue
    
    revenue
    
    income
    
    revenue
    
    revenue
    
    incomeEurope
    
    $
    111,233
    
    
    $
    32,740
    
    
    $
    8,086
    
    
    
    19
    %
    
    
    19
    %
    
    
    (164
    )%Americas
    
    
    135,369
    
    
    
    87,099
    
    
    
    10,278
    
    
    
    24
    
    
    
    30
    
    
    
    46Asia Pacific
    
    
    173,185
    
    
    
    27,199
    
    
    
    7,688
    
    
    
    25
    
    
    
    25
    
    
    
    22Africa
    
    
    105,995
    
    
    
    45,585
    
    
    
    14,952
    
    
    
    24
    
    
    
    23
    
    
    
    50Corporate
    
    
    
    
    
    
    
    
    
    
    (5,606
    )
    
    
    
    
    
    
    
    
    
    
    (29
    )Total
    
    $
    525,782
    
    
    $
    192,623
    
    
    $
    35,398
    
    
    
    23
    %
    
    
    25
    %
    
    
    56
    %
 Year ended January 31,2005
    
    
    2004Gross
    
    Net
    
    Operating
    
    Gross
    
    Net
    
    Operatingrevenue
    
    revenue
    
    income
    
    revenue
    
    revenue
    
    incomeEurope
    
    $
    582,428
    
    
    $
    176,425
    
    
    $
    (4,938
    )
    
    $
    424,457
    
    
    $
    129,404
    
    
    $
    6,734Americas
    
    
    562,853
    
    
    
    286,760
    
    
    
    22,414
    
    
    
    449,381
    
    
    
    252,378
    
    
    
    15,889Asia Pacific
    
    
    681,532
    
    
    
    109,159
    
    
    
    34,991
    
    
    
    430,376
    
    
    
    86,489
    
    
    
    25,755Africa
    
    
    432,980
    
    
    
    201,437
    
    
    
    30,200
    
    
    
    198,661
    
    
    
    127,870
    
    
    
    17,788Corporate
    
    
    
    
    
    
    
    
    
    
    (19,297
    )
    
    
    
    
    
    
    
    
    
    
    (11,494
    )Total
    
    $
    2,259,793
    
    
    $
    773,781
    
    
    $
    63,370
    
    
    $
    1,502,875
    
    
    $
    596,141
    
    
    $
    41,204
 Change to year ended January 31, 2005from year ended January 31, 2004Amount
    
    
    PercentageGross
    
    Net
    
    Operating
    
    Gross
    
    Net
    
    Operatingrevenue
    
    revenue
    
    income
    
    revenue
    
    revenue
    
    incomeEurope
    
    $
    157,971
    
    
    $
    47,021
    
    
    $
    1,796
    
    
    
    37
    %
    
    
    36
    %
    
    
    27
    %Americas
    
    
    113,472
    
    
    
    34,382
    
    
    
    6,525
    
    
    
    25
    
    
    
    14
    
    
    
    41Asia Pacific
    
    
    251,156
    
    
    
    22,670
    
    
    
    9,236
    
    
    
    58
    
    
    
    26
    
    
    
    36Africa
    
    
    234,319
    
    
    
    73,567
    
    
    
    12,412
    
    
    
    118
    
    
    
    58
    
    
    
    70Corporate
    
    
    
    
    
    
    
    
    
    
    (7,803
    )
    
    
    
    
    
    
    
    
    
    
    (68
    )Total
    
    $
    756,918
    
    
    $
    177,640
    
    
    $
    22,166
    
    
    
    50
    %
    
    
    30
    %
    
    
    54
    %
  - 25 -




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- 26 -




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##### Table of Contents



Year ended January 31,2006
    
    
    2005
    
    
    2004Net revenues:Airfreight forwarding
    
    
    30
    %
    
    
    33
    %
    
    
    33
    %Ocean freight forwarding
    
    
    12
    
    
    
    13
    
    
    
    13Customs brokerage
    
    
    8
    
    
    
    10
    
    
    
    11Contract logistics
    
    
    39
    
    
    
    33
    
    
    
    32Other
    
    
    11
    
    
    
    11
    
    
    
    11Total net revenues
    
    
    100
    
    
    
    100
    
    
    
    100Operating expenses:Staff costs
    
    
    57
    
    
    
    56
    
    
    
    57Depreciation and amortization
    
    
    2
    
    
    
    3
    
    
    
    2Amortization of intangible assets
    
    
    1
    
    
    
    *
    
    
    
    *Other operating expenses
    
    
    30
    
    
    
    33
    
    
    
    34Operating income
    
    
    10
    
    
    
    8
    
    
    
    7Interest income
    
    
    1
    
    
    
    1
    
    
    
    1Interest expense
    
    
    (1
    )
    
    
    (1
    )
    
    
    (1
    )(Losses)/gains on foreign exchange
    
    
    *
    
    
    
    *
    
    
    
    *Pretax income
    
    
    10
    
    
    
    8
    
    
    
    7Provision for income taxes
    
    
    4
    
    
    
    3
    
    
    
    2Minority interests
    
    
    *
    
    
    
    *
    
    
    
    *Net income
    
    
    6
    %
    
    
    5
    %
    
    
    5
    %
 
 *
    
    Less than one percent. Year Ended January 31, 2006 Compared to Year Ended January 31, 2005
   - 27 -




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##### Table of Contents



Share-Based Payment
   - 28 -




---



##### Table of Contents



- 29 -




---



##### Table of Contents



Year Ended January 31, 2005 Compared to Year Ended January 31, 2004
         - 30 -




---



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Liquidity and Capital Resources
    - 31 -




---



##### Table of Contents



Credit Facilities
  - 32 -




---



##### Table of Contents



- 33 -




---



##### Table of Contents



Contractual Obligations
  Payments Due By PeriodLess Than
    
    
    1-3
    
    
    4-5
    
    
    After 5Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    YearsBank and other long-term debt
obligations (1)
    
    $
    122,967
    
    
    $
    107,517
    
    
    $
    3,689
    
    
    $
    4,841
    
    
    $
    6,920Capital lease obligations (2)
    
    
    24,837
    
    
    
    6,801
    
    
    
    14,769
    
    
    
    3,212
    
    
    
    55Operating lease obligations
    
    
    216,394
    
    
    
    60,152
    
    
    
    79,848
    
    
    
    47,172
    
    
    
    29,222Unconditional purchase
obligations
    
    
    5,201
    
    
    
    5,201
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    369,399
    
    
    $
    179,671
    
    
    $
    98,306
    
    
    $
    55,225
    
    
    $
    36,197
 
 (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.   - 34 -




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##### Table of Contents



Off-Balance Sheet Arrangements
  Impact of Inflation
  Critical Accounting Policies and Use of Estimates
   Revenue Recognition
  - 35 -




---



##### Table of Contents



Income Taxes
    Allowance for Doubtful Receivables
  Business Combinations
  Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
 Share-Based Compensation
  - 36 -




---



##### Table of Contents



Contingencies
 Accounting for Contingencies
 Currency Translation
   Stock Split
 
 Recent Accounting Pronouncements
 Share-Based Payment
 - 37 -




---



##### Table of Contents



Accounting Changes and Error Corrections  a replacement
of APB Opinion No. 20 and FASB Statement No. 3 Accounting Changes Reporting Accounting Changes in Interim
Financial Statements
 
 ITEM 8. Financial Statements and Supplementary Data
 Consolidated Statements and Other Financial Information
  
 ITEM 9A. Controls and Procedures
 Restatement of Financial Statements
 Business
Combinations Accounting for
Contingent Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination
 Accounting for Stock Issued to Employees Accounting for Stock Appreciation Rights and Other Variable
Stock Option or Award Plans, an interpretation of APB Opinions No. 15 and 25 Share-Based
Payment
     - 38 -




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##### Table of Contents



Managements Evaluation of Disclosure Controls and Procedures
  Business Combinations Accounting for Contingent
Consideration Paid to the Shareholders of an Acquired Enterprise in a Purchase Business
Combination
  Changes in Internal Controls over Financial Reporting
  
 PART IV
 
 ITEM 15. Exhibits and Financial Statement Schedules
     Exhibit
    
    Description10.21*
    
    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, dated June 9, 2005)12.1
    
    Statement regarding computation of ratio of earnings to fixed charges23
    
    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. - 39 -




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##### Table of Contents



SIGNATURES
  UTi Worldwide Inc.Date: December 18, 2006
    
    By:
    
    /s/ Lawrence R. SamuelsLawrence R. SamuelsSenior Vice President  Finance, ChiefFinancial Officer and SecretaryPrincipal Financial Officer andPrincipal Accounting Officer
 - 40 -




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##### Table of Contents



UTi WORLDWIDE INC.
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageManagements Report on Internal Control Over Financial Reporting (As Revised)
    
    F-2Reports of Independent Registered Public Accounting Firm
    
    F-3Consolidated Income Statements for the years ended January 31, 2006, 2005 and 2004
(restated)
    
    F-6Consolidated Balance Sheets as of January 31, 2006 and 2005 (restated)
    
    F-7Consolidated Statements of Changes in Shareholders Equity for the years ended January 31,
2006, 2005 and 2004 (restated)
    
    F-8Consolidated Statements of Cash Flows for the years ended January 31, 2006, 2005 and 2004
(restated)
    
    F-9Notes to the Consolidated Financial Statements
    
    F-10
 F-1




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##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING (AS REVISED)
   Internal Control 
Integrated Framework
  Business
Combinations Accounting for Contingent Consideration Paid to the
Shareholders of an Acquired Enterprise in a Purchase Business Combination
  
 F-2




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Internal Control  Integrated Framework
     Business
Combinations Accounting for Contingent Consideration Paid to the
Shareholders of an Acquired Enterprise in a Purchase Business
Combination
 F-3




---



##### Table of Contents



Internal Control  Integrated Framework Internal Control 
Integrated Framework
  
 F-4




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control  Integrated
Framework
 
 F-5




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##### Table of Contents



UTi WORLDWIDE INC.
 
 CONSOLIDATED INCOME STATEMENTS
 For the years ended January 31, 2006, 2005 and 2004
 (in thousands, except share and per share amounts)
 Year Ended January 31,2006
    
    
    2005
    
    
    2004(As Restated,
    
    
    (As Restated,
    
    
    (As Restated,See Note 19)
    
    
    See Note 19)
    
    
    See Note 19)Gross revenue
    
    $
    2,785,575
    
    
    $
    2,259,793
    
    
    $
    1,502,875Freight consolidation costs
    
    
    1,819,171
    
    
    
    1,486,012
    
    
    
    906,734Net revenue
    
    
    966,404
    
    
    
    773,781
    
    
    
    596,141Staff costs
    
    
    547,233
    
    
    
    430,026
    
    
    
    337,705Depreciation and amortization
    
    
    23,052
    
    
    
    19,453
    
    
    
    14,806Amortization of intangible assets
    
    
    5,082
    
    
    
    1,980
    
    
    
    663Other operating expenses
    
    
    292,269
    
    
    
    258,952
    
    
    
    201,763Operating income
    
    
    98,768
    
    
    
    63,370
    
    
    
    41,204Interest income
    
    
    4,945
    
    
    
    4,112
    
    
    
    6,881Interest expense
    
    
    (8,814
    )
    
    
    (4,586
    )
    
    
    (5,840
    )(Losses)/gains on foreign exchange
    
    
    (303
    )
    
    
    973
    
    
    
    (542
    )Pretax income
    
    
    94,596
    
    
    
    63,869
    
    
    
    41,703Provision for income taxes
    
    
    35,185
    
    
    
    26,140
    
    
    
    13,649Income before minority interests
    
    
    59,411
    
    
    
    37,729
    
    
    
    28,054Minority interests
    
    
    (4,213
    )
    
    
    (2,723
    )
    
    
    (1,597
    )Net income
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457Basic earnings per share
    
    $
    0.59
    
    
    $
    0.38
    
    
    $
    0.29Diluted earnings per share
    
    $
    0.56
    
    
    $
    0.37
    
    
    $
    0.28Number of weighted average shares
used for per share calculations:Basic shares
    
    
    94,146,993
    
    
    
    92,203,080
    
    
    
    90,874,629Diluted shares
    
    
    98,042,114
    
    
    
    95,705,328
    
    
    
    94,439,661
 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, 2006 and 2005
 (in thousands, except share amounts)
 January 31,2006
    
    
    2005(As Restated,
    
    
    (As Restated,See Note 19)
    
    
    See Note 19)ASSETSCash and cash equivalents
    
    $
    246,510
    
    
    $
    178,132Trade receivables (net of allowance for doubtful
receivables of $14,367 and $16,687 as of January 31,
2006 and 2005, respectively)
    
    
    497,990
    
    
    
    435,223Deferred income tax assets
    
    
    8,517
    
    
    
    10,027Other current assets
    
    
    39,172
    
    
    
    44,509Total current assets
    
    
    792,189
    
    
    
    667,891Property, plant and equipment, net
    
    
    79,342
    
    
    
    71,190Goodwill
    
    
    291,549
    
    
    
    262,783Other intangible assets, net
    
    
    42,020
    
    
    
    42,682Investments
    
    
    1,050
    
    
    
    587Deferred income tax assets
    
    
    3,704
    
    
    
    2,279Other non-current assets
    
    
    11,684
    
    
    
    10,120Total assets
    
    $
    1,221,538
    
    
    $
    1,057,532LIABILITIES & SHAREHOLDERS EQUITYBank lines of credit
    
    $
    95,177
    
    
    $
    92,340Short-term borrowings
    
    
    4,441
    
    
    
    3,165Current portion of capital lease obligations
    
    
    6,189
    
    
    
    3,465Trade payables and other accrued liabilities
    
    
    519,011
    
    
    
    439,645Income taxes payable
    
    
    23,498
    
    
    
    18,533Deferred income tax liabilities
    
    
    1,694
    
    
    
    678Total current liabilities
    
    
    650,010
    
    
    
    557,826Long-term borrowings
    
    
    13,775
    
    
    
    5,105Capital lease obligations
    
    
    16,068
    
    
    
    9,820Deferred income tax liabilities
    
    
    11,181
    
    
    
    19,607Retirement fund obligations
    
    
    5,124
    
    
    
    1,332Other
    
    
    8,977
    
    
    
    30,047Minority interests
    
    
    19,204
    
    
    
    16,012Commitments and contingencies
Shareholders equity:Non-voting variable rate participating cumulative convertible
preference shares of no par value:Class A  authorized 50,000,000; none issued
    
    
    
    
    
    
    Class B  authorized 50,000,000; none issued
    
    
    
    
    
    
    Common stock  authorized 500,000,000 ordinary shares of no
par value; issued and outstanding 95,208,066 and
92,929,809 shares as of January 31, 2006 and 2005,
respectively
    
    
    368,159
    
    
    
    329,098Deferred compensation related to restricted share units
    
    
    (8,324
    )
    
    
    (3,193
    )Retained earnings
    
    
    163,993
    
    
    
    113,467Accumulated other comprehensive loss
    
    
    (26,629
    )
    
    
    (21,589
    )Total shareholders equity
    
    
    497,199
    
    
    
    417,783Total liabilities and shareholders equity
    
    $
    1,221,538
    
    
    $
    1,057,532
 See accompanying notes to the consolidated financial statements.
 F-7




---



##### Table of Contents



UTi WORLDWIDE INC.
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 For the years ended January 31, 2006, 2005 and 2004
 (in thousands, except share data)
 DeferredCompensation
    
    
    
    
    
    
    AccumulatedRelated to
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Restricted
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares Units
    
    
    Earnings
    
    
    Income/(Loss)
    
    
    TotalBalance at January 31, 2003,
as previously reported
    
    
    91,653,372
    
    
    $
    311,161
    
    
    $
    
    
    
    $
    63,973
    
    
    $
    (50,965
    )
    
    $
    324,169Prior period adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,517
    )
    
    
    (247
    )
    
    
    (5,764
    )Balance at January 31, 2003
(as restated  see Note 19)
    
    
    91,653,372
    
    
    
    311,161
    
    
    
    
    
    
    
    58,456
    
    
    
    (51,212
    )
    
    
    318,405Comprehensive income:Net income (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,457
    
    
    
    
    
    
    
    26,457Foreign currency translation
adjustment (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,794
    
    
    
    12,794Total comprehensive income
(as restated  see Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,251Shares issued
    
    
    73,869
    
    
    
    694
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    694Stock options exercised
    
    
    1,011,915
    
    
    
    4,920
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,920Share-based compensation costs
    
    
    50,286
    
    
    
    798
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    798Tax benefit related to exercise of
stock options
    
    
    
    
    
    
    836
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    836Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,889
    )
    
    
    
    
    
    
    (2,889
    )Balance at January 31, 2004
(as restated  see Note 19)
    
    
    92,789,442
    
    
    
    318,409
    
    
    
    
    
    
    
    82,024
    
    
    
    (38,418
    )
    
    
    362,015Comprehensive income:Net income (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,006
    
    
    
    
    
    
    
    35,006Foreign currency translation
adjustment (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,829
    
    
    
    16,829Total comprehensive income
(as restated  see Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    51,835Shares issued
    
    
    57,333
    
    
    
    972
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    972Shares cancelled
    
    
    (738,987
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    822,021
    
    
    
    4,362
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,362Share-based compensation costs
    
    
    
    
    
    
    131
    
    
    
    445
    
    
    
    
    
    
    
    
    
    
    
    576Restricted share units issued, net of
Cancellation
    
    
    
    
    
    
    3,638
    
    
    
    (3,638
    )
    
    
    
    
    
    
    
    
    
    
    Tax benefit related to exercise of
stock options
    
    
    
    
    
    
    1,586
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,586Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,563
    )
    
    
    
    
    
    
    (3,563
    )Balance at January 31, 2005
(as restated  see Note 19)
    
    
    92,929,809
    
    
    
    329,098
    
    
    
    (3,193
    )
    
    
    113,467
    
    
    
    (21,589
    )
    
    
    417,783Comprehensive income:Net income (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    55,198
    
    
    
    
    
    
    
    55,198Minimum Pension Liability
adjustment (net of tax of $938)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,188
    )
    
    
    (2,188
    )Foreign currency translation
adjustment (as restated  see
Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,852
    )
    
    
    (2,852
    )Total comprehensive income
(as restated  see Note 19)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,158Shares issued
    
    
    686,073
    
    
    
    15,526
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,526Shares cancelled
    
    
    (32,859
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock options exercised
    
    
    1,625,043
    
    
    
    10,257
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,257Share-based compensation costs
    
    
    
    
    
    
    7
    
    
    
    5,156
    
    
    
    
    
    
    
    
    
    
    
    5,163Restricted share units issued, net of
cancellation
    
    
    
    
    
    
    10,287
    
    
    
    (10,287
    )
    
    
    
    
    
    
    
    
    
    
    Tax benefit related to exercise of
stock options
    
    
    
    
    
    
    2,984
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,984Dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,672
    )
    
    
    
    
    
    
    (4,672
    )Balance at January 31, 2006
(as restated  see Note 19)
    
    
    95,208,066
    
    
    $
    368,159
    
    
    $
    (8,324
    )
    
    $
    163,993
    
    
    $
    (26,629
    )
    
    $
    497,199
 See accompanying notes to the consolidated financial statements.
 F-8




---



##### Table of Contents



UTi WORLDWIDE INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 For the years ended January 31, 2006, 2005 and 2004
 (in thousands)
 Year Ended January 31,2006
    
    
    2005
    
    
    2004(As Restated,
    
    
    (As Restated,
    
    
    (As Restated,See Note 19)
    
    
    See Note 19)
    
    
    See Note 19)OPERATING ACTIVITIES:Net income
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457Adjustments to reconcile net income to net cash provided
by operations:Share-based compensation costs
    
    
    37,643
    
    
    
    32,837
    
    
    
    19,705Depreciation and amortization
    
    
    23,052
    
    
    
    19,453
    
    
    
    14,806Amortization of intangible assets
    
    
    5,082
    
    
    
    1,980
    
    
    
    663Deferred income taxes
    
    
    (2,831
    )
    
    
    265
    
    
    
    847Tax benefit relating to exercise of stock options
    
    
    2,984
    
    
    
    1,586
    
    
    
    836(Gain)/loss on disposal of property, plant and equipment
    
    
    (1,046
    )
    
    
    (177
    )
    
    
    171Other
    
    
    4,210
    
    
    
    2,481
    
    
    
    1,395Changes in operating assets and liabilities:Increase in trade receivables
    
    
    (59,385
    )
    
    
    (124,733
    )
    
    
    (7,582
    )Decrease/(increase) in other current assets
    
    
    5,267
    
    
    
    (2,383
    )
    
    
    (2,590
    )Increase in trade payables
    
    
    37,658
    
    
    
    79,061
    
    
    
    10,713Increase/(decrease) in other current liabilities
    
    
    9,827
    
    
    
    16,560
    
    
    
    (1,735
    )Net cash provided by operating activities
    
    
    117,659
    
    
    
    61,936
    
    
    
    63,686INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (17,802
    )
    
    
    (20,870
    )
    
    
    (18,720
    )Proceeds from disposal of property, plant and equipment
    
    
    3,117
    
    
    
    2,698
    
    
    
    889Increase in other non-current assets
    
    
    (2,230
    )
    
    
    (888
    )
    
    
    (1,674
    )Acquisitions and contingent earn-out payments
    
    
    (39,837
    )
    
    
    (108,716
    )
    
    
    (28,116
    )Other
    
    
    118
    
    
    
    773
    
    
    
    (587
    )Net cash used in investing activities
    
    
    (56,634
    )
    
    
    (127,003
    )
    
    
    (48,208
    )FINANCING ACTIVITIES:Increase/(decrease) in bank lines of credit
    
    
    2,837
    
    
    
    74,160
    
    
    
    (15,278
    )Increase/(decrease) in short-term borrowings
    
    
    663
    
    
    
    4,063
    
    
    
    (7,421
    )Long-term borrowings  advanced
    
    
    13,814
    
    
    
    1,946
    
    
    
    Long-term borrowings  repaid
    
    
    (5,626
    )
    
    
    (316
    )
    
    
    (146
    )Repayments of capital lease obligations
    
    
    (5,713
    )
    
    
    (4,612
    )
    
    
    (3,444
    )Dividends to minority interests
    
    
    (773
    )
    
    
    (713
    )
    
    
    (1,296
    )Net proceeds from the issuance of ordinary shares
    
    
    10,766
    
    
    
    5,334
    
    
    
    5,614Dividends paid
    
    
    (4,672
    )
    
    
    (3,563
    )
    
    
    (2,889
    )Net cash provided by/(used in) financing activities
    
    
    11,296
    
    
    
    76,299
    
    
    
    (24,860
    )Effect of foreign exchange rate changes on cash
    
    
    (3,943
    )
    
    
    10,213
    
    
    
    (2,056
    )Net increase/(decrease) in cash and cash equivalents
    
    
    68,378
    
    
    
    21,445
    
    
    
    (11,438
    )Cash and cash equivalents at beginning of the year
    
    
    178,132
    
    
    
    156,687
    
    
    
    168,125Cash and cash equivalents at end of the year
    
    $
    246,510
    
    
    $
    178,132
    
    
    $
    156,687
 See accompanying notes to the consolidated financial statements.
 F-9




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##### Table of Contents



UTi WORLDWIDE INC.
 
 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 For the years ended January 31, 2006, 2005 and 2004
 1. Summary of Significant Accounting Policies
 Restatement
  Basis of Presentation
     Stock Split
  Currency Translation
  F-10




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##### Table of Contents



Revenue Recognition
  Income Taxes
   Share-Based Compensation
 Accounting for Stock
Issued to Employees Accounting for Stock-Based Compensation
 Transition and Disclosure  an amendment of FASB Statement No. 123 Accounting for Stock-Based Compensation
 F-11




---



##### Table of Contents



Year ended January 31,2006
    
    
    2005
    
    
    2004Net income as reported
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457Add: Share-based employee compensation expense
included in reported net income, net of income taxes
    
    
    36,751
    
    
    
    32,837
    
    
    
    18,208Less: Total share-based compensation expense determined
under the fair value based method, net of income taxes
    
    
    (41,697
    )
    
    
    (37,683
    )
    
    
    (22,850
    )Pro forma net income
    
    $
    50,252
    
    
    $
    30,160
    
    
    $
    21,815Earnings per share, as reported:Basic earnings per share
    
    $
    0.59
    
    
    $
    0.38
    
    
    $
    0.29Diluted earnings per share
    
    
    0.56
    
    
    
    0.37
    
    
    
    0.28Earnings per share, pro forma:Basic earnings per share
    
    
    0.53
    
    
    
    0.33
    
    
    
    0.24Diluted earnings per share
    
    
    0.51
    
    
    
    0.32
    
    
    
    0.23
  Year ended January 31,2006
    
    2005
    
    2004Risk free rate of return, annual
    
    
    4
    %
    
    
    3
    %
    
    
    3
    %Expected life
    
    8 years
    
    8 years
    
    8 yearsExpected volatility
    
    
    39
    %
    
    
    42
    %
    
    
    45
    %Dividend yield
    
    
    0.2
    %
    
    
    0.3
    %
    
    
    0.4
    %
 Cash and Cash Equivalents
  Trade Receivables
  Allowance for Doubtful Receivables
  F-12




---



##### Table of Contents



Property, Plant and Equipment
  Computer equipment/software
    
    
    20%  33
    %Fixtures, fittings and equipment
    
    
    10%  33
    %Motor vehicles
    
    
    10%  33
    %Buildings
    
    
    2.5%  10
    %
 Accounting for the Costs of Computer Software Developed or
Obtained for Internal Use
  Business Combinations
 Business Combinations Accounting for Contingent Consideration Paid to the Shareholders of an Acquired
Enterprise in a Purchase Business Combination
 Goodwill and Other Intangible Assets
 Goodwill and Other Intangible Assets
 Investments
  Retirement Benefit Costs
  F-13




---



##### Table of Contents



Fair Values of Financial Instruments
    Risk Management
    Contingencies
 Accounting for Contingencies
 Recent Accounting Pronouncements
 Share-Based Payment
 F-14




---



##### Table of Contents



Accounting Changes and Error Corrections  a replacement
of APB Opinion No. 20 and FASB Statement No. 3 Accounting Changes Reporting Accounting Changes in
Interim Financial Statements
 2. Acquisitions
  For the year ended January 31, 2006
    F-15




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##### Table of Contents



For the year ended January 31, 2005
   Current assets
    
    $
    21,341Property, plant and equipment
    
    
    2,242Customer contracts and relationships
    
    
    4,941Trademarks
    
    
    6,350Goodwill
    
    
    46,999Total assets acquired
    
    
    81,873Liabilities assumed
    
    
    (21,380
    )Minority interest
    
    
    (12,719
    )Put liability
    
    
    (5,003
    )Deferred income taxes
    
    
    (4,155
    )Net assets acquired
    
    $
    38,616
  F-16




---



##### Table of Contents



Current assets
    
    $
    9,265Property, plant and equipment
    
    
    5,341Customer contracts and relationships
    
    
    20,538Non-compete agreements
    
    
    1,450Goodwill
    
    
    54,225Total assets acquired
    
    
    90,819Liabilities assumed
    
    
    (2,987
    )Deferred income taxes
    
    
    (6,091
    )Net assets acquired
    
    $
    81,741
   For the year ended January 31, 2004
    Year ended January 31,2006
    
    
    2005
    
    
    2004Cash consideration
    
    $
    39,637
    
    
    $
    123,028
    
    
    $
    28,684Cash at bank acquired
    
    
    (1,507
    )
    
    
    (14,312
    )
    
    
    (568
    )Bank overdrafts acquired
    
    
    1,707
    
    
    
    
    
    
    
    Net outflow of cash and cash equivalents in respect of
the acquisitions and contingent earn-out payments
    
    $
    39,837
    
    
    $
    108,716
    
    
    $
    28,116
 Reorganization of South African Operations
   F-17




---



##### Table of Contents



Subsequent to the year ended January 31, 2006
  Current assets
    
    $
    48,400Long term assets
    
    
    2,474Property, plant and equipment
    
    
    29,630Customer contracts and relationships and other intangible assets
    
    
    38,930Goodwill
    
    
    138,928Total assets acquired
    
    
    258,362Liabilities assumed
    
    
    (42,232
    )Deferred income taxes
    
    
    (19,030
    )Net assets acquired
    
    $
    197,100
 3. Income Taxes
  Federal
    
    
    State
    
    
    Foreign
    
    
    TotalYear ended January 31, 2006:Current
    
    $
    3,495
    
    
    $
    1,223
    
    
    $
    34,054
    
    
    $
    38,772Deferred
    
    
    1,042
    
    
    
    (3
    )
    
    
    (4,626
    )
    
    
    (3,587
    )$
    4,537
    
    
    $
    1,220
    
    
    $
    29,428
    
    
    $
    35,185Year ended January 31, 2005:Current
    
    $
    2,027
    
    
    $
    810
    
    
    $
    21,421
    
    
    $
    24,258Deferred
    
    
    2,085
    
    
    
    361
    
    
    
    (564
    )
    
    
    1,882$
    4,112
    
    
    $
    1,171
    
    
    $
    20,857
    
    
    $
    26,140Year ended January 31, 2004:Current
    
    $
    849
    
    
    $
    471
    
    
    $
    10,786
    
    
    $
    12,106Deferred
    
    
    1,205
    
    
    
    417
    
    
    
    (79
    )
    
    
    1,543$
    2,054
    
    
    $
    888
    
    
    $
    10,707
    
    
    $
    13,649
 F-18




---



##### Table of Contents



Year ended January 31,2006
    
    2005
    
    2004Statutory income tax rate for the Company (1)
    
    
    
    %
    
    
    
    %
    
    
    
    %Increase/(decrease) in rate resulting from:Foreign income tax differential
    
    
    23.9
    
    
    
    17.6
    
    
    
    13.9Non-deductible expenses
    
    
    1.8
    
    
    
    5.2
    
    
    
    3.4Earn-out Arrangement Adjustment  see Note 19
    
    
    12.0
    
    
    
    17.7
    
    
    
    15.9Decrease in income tax rates
    
    
    
    
    
    
    
    
    
    
    (0.3
    )Change in valuation allowance
    
    
    0.1
    
    
    
    1.2
    
    
    
    (1.0
    )Other
    
    
    (0.6
    )
    
    
    (0.8
    )
    
    
    0.8Effective income tax rate
    
    
    37.2
    %
    
    
    40.9
    %
    
    
    32.7
    %
 
 (1)
    
    The statutory income tax rate in the British Virgin Islands, where the Company is
incorporated, is nil.  As of January 31,2006
    
    
    2005Gross deferred income tax assets:Allowance for doubtful accounts
    
    $
    3,338
    
    
    $
    3,320Provisions not currently deductible
    
    
    6,634
    
    
    
    6,005Property, plant and equipment
    
    
    608
    
    
    
    131Goodwill and intangible assets
    
    
    818
    
    
    
    2,309Net operating loss carryforwards
    
    
    5,527
    
    
    
    2,688Other
    
    
    4,472
    
    
    
    1,033Total gross deferred income tax assets
    
    
    21,397
    
    
    
    15,486Gross deferred income tax liabilities:Property, plant and equipment
    
    $
    (2,151
    )
    
    $
    (2,942
    )Retirement benefit obligations
    
    
    (1,422
    )
    
    
    (1,687
    )Goodwill and intangible assets
    
    
    (14,458
    )
    
    
    (14,999
    )Other
    
    
    (771
    )
    
    
    (706
    )Total gross deferred income tax liabilities
    
    
    (18,802
    )
    
    
    (20,334
    )Valuation allowance
    
    
    (3,249
    )
    
    
    (3,131
    )Net deferred income tax liability
    
    $
    (654
    )
    
    $
    (7,979
    )
  Accounting for Income Taxes
  F-19




---



##### Table of Contents



4. Earnings per Share
  Year Ended January 31,2006
    
    
    2005
    
    
    2004Basic earnings per share:Net income
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457Weighted average number of ordinary shares
    
    
    94,146,993
    
    
    
    92,203,080
    
    
    
    90,874,629Basic earnings per share
    
    $
    0.59
    
    
    $
    0.38
    
    
    $
    0.29Diluted earnings per share:Net income
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457Weighted average number of ordinary shares
    
    
    94,146,993
    
    
    
    92,203,080
    
    
    
    90,874,629Incremental shares required for diluted earnings
per share related to employee stock options
and restricted shares
    
    
    3,895,121
    
    
    
    3,502,248
    
    
    
    3,565,032Diluted weighted average number of shares
    
    
    98,042,114
    
    
    
    95,705,328
    
    
    
    94,439,661Diluted earnings per share
    
    $
    0.56
    
    
    $
    0.37
    
    
    $
    0.28Cash dividends paid per share
    
    $
    0.05
    
    
    $
    0.038
    
    
    $
    0.032
   5. Property, Plant and Equipment
  January 31,2006
    
    
    2005Land
    
    $
    3,456
    
    
    $
    3,240Buildings and leasehold improvements
    
    
    29,801
    
    
    
    27,426Furniture, fixtures and equipment
    
    
    118,216
    
    
    
    101,010Vehicles
    
    
    17,418
    
    
    
    16,523Property, plant and equipment, gross
    
    
    168,891
    
    
    
    148,199Accumulated depreciation and amortization
    
    
    (89,549
    )
    
    
    (77,009
    )Property, plant and equipment, net
    
    $
    79,342
    
    
    $
    71,190
 F-20




---



##### Table of Contents



January 31,2006
    
    
    2005Land
    
    $
    1,355
    
    
    $
    1,385Buildings and leasehold improvements
    
    
    8,149
    
    
    
    6,612Furniture, fixtures and equipment
    
    
    15,302
    
    
    
    7,651Vehicles
    
    
    7,378
    
    
    
    4,471Property, plant and equipment, gross
    
    
    32,184
    
    
    
    20,119Accumulated depreciation and amortization
    
    
    (7,566
    )
    
    
    (4,493
    )Property, plant and equipment, net
    
    $
    24,618
    
    
    $
    15,626
 6. Goodwill and Other Intangible Assets
  AsiaEurope
    
    
    Americas
    
    
    Pacific
    
    
    Africa
    
    
    TotalBalance as of January 31, 2004
    
    $
    34,429
    
    
    $
    36,012
    
    
    $
    63,192
    
    
    $
    23,477
    
    
    $
    157,110Contingent earn-out payments made
    
    
    1,440
    
    
    
    770
    
    
    
    2,643
    
    
    
    767
    
    
    
    5,620Acquisitions
    
    
    
    
    
    
    49,375
    
    
    
    
    
    
    
    44,837
    
    
    
    94,212Foreign currency translation and other
adjustments
    
    
    1,056
    
    
    
    (232
    )
    
    
    1,939
    
    
    
    3,078
    
    
    
    5,841Balance as of January 31, 2005
    
    
    36,925
    
    
    
    85,925
    
    
    
    67,774
    
    
    
    72,159
    
    
    
    262,783Contingent earn-out payments made
    
    
    1,147
    
    
    
    656
    
    
    
    2,246
    
    
    
    653
    
    
    
    4,702Acquisitions
    
    
    4,994
    
    
    
    9,852
    
    
    
    9,472
    
    
    
    (133
    )
    
    
    24,185Foreign currency translation and other
adjustments
    
    
    (1,292
    )
    
    
    2,764
    
    
    
    (2,618
    )
    
    
    1,025
    
    
    
    (121
    )Balance as of January 31, 2006
    
    $
    41,774
    
    
    $
    99,197
    
    
    $
    76,874
    
    
    $
    73,704
    
    
    $
    291,549
   WeightedGross
    
    
    
    Accumulated
    
    
    Net
    
    
    average lifecarry value
    
    
    amortization
    
    
    carry value
    
    
    (years)As of January 31, 2006:Customer contracts and relationships
    
    $
    41,164
    
    
    $
    (6,587
    )
    
    $
    34,577
    
    
    
    10.7Non-compete agreements
    
    
    2,124
    
    
    
    (1,233
    )
    
    
    891
    
    
    
    2.5Total
    
    $
    43,288
    
    
    $
    (7,820
    )
    
    $
    35,468As of January 31, 2005:Customer contracts and relationships
    
    $
    37,011
    
    
    $
    (2,421
    )
    
    $
    34,590
    
    
    
    11.2Non-compete agreements
    
    
    2,162
    
    
    
    (420
    )
    
    
    1,742
    
    
    
    2.5Total
    
    $
    39,173
    
    
    $
    (2,841
    )
    
    $
    36,332
 F-21




---



##### Table of Contents



2007
    
    $
    8,8892008
    
    
    8,3152009
    
    
    8,1982010
    
    
    6,0572011
    
    
    5,740
  7. Trade Payables and Other Accrued Liabilities
  January 31,2006
    
    
    2005Trade payables:Due to agents
    
    $
    3,276
    
    
    $
    3,351Other trade payables
    
    
    365,655
    
    
    
    327,557Trade payables
    
    
    368,931
    
    
    
    330,908Interest payable
    
    
    235
    
    
    
    592Staff cost related accruals
    
    
    47,819
    
    
    
    41,265SLi Share-based Compensation Arrangement
    
    
    53,911
    
    
    
    26,642Other payables and accruals
    
    
    48,115
    
    
    
    40,238Total trade payables and other accrued liabilities
    
    $
    519,011
    
    
    $
    439,645
 8. Borrowings
  January 31,2006
    
    
    2005Bank lines of credit
    
    $
    95,177
    
    
    $
    92,340Short-term borrowings
    
    
    4,441
    
    
    
    3,165Long-term bank borrowings
    
    
    13,775
    
    
    
    5,105$
    113,393
    
    
    $
    100,610
  2007
    
    $
    99,6172008
    
    
    1,4352009
    
    
    1,4182010
    
    
    1,7442011
    
    
    2,5342012 and thereafter
    
    
    6,645$
    113,393
 F-22




---



##### Table of Contents



US$
    
    AUD
    
    Euro
    
    TWD
    
    Other
    
    TotalAs of January 31, 2006:Bank lines of credit
    
    $
    64,000
    
    
    $
    15,657
    
    
    $
    1,169
    
    
    $
    469
    
    
    $
    13,882
    
    
    $
    95,177Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    657
    
    
    
    
    
    
    
    3,784
    
    
    
    4,441Long-term bank loans
    
    
    
    
    
    
    
    
    
    
    729
    
    
    
    12,304
    
    
    
    742
    
    
    
    13,775As of January 31, 2005:Bank lines of credit
    
    $
    68,000
    
    
    $
    10,841
    
    
    $
    5,750
    
    
    $
    
    
    
    $
    7,749
    
    
    $
    92,340Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    616
    
    
    
    
    
    
    
    2,549
    
    
    
    3,165Long-term bank loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,105
    
    
    
    5,105
  US$
    
    AUD
    
    Euro
    
    TWD
    
    OtherAs of January 31, 2006:Bank lines of credit
    
    
    5.7-7.5
    %
    
    
    9.4
    %
    
    
    4.0-8.8
    %
    
    
    2.8
    %
    
    
    0.6-9.5
    %Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    3.0
    %
    
    
    
    
    
    
    0.0Long-term bank loans
    
    
    
    
    
    
    
    
    
    
    4.1-8.8
    %
    
    
    2.8
    %
    
    
    8.4-9.5As of January 31, 2005:Bank lines of credit
    
    
    3.2-5.0
    %
    
    
    9.0
    %
    
    
    2.5-8.8
    %
    
    
    
    
    
    
    0.6-16.8
    %Short-term borrowings
    
    
    
    
    
    
    
    
    
    
    1.7-2.3
    
    
    
    
    
    
    
    0.6Long-term bank loans
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8.3-14.5
    F-23




---



##### Table of Contents



9. Supplemental Financial Information
 Other Operating Expenses
  Supplemental Cash Flow Information
 Year ended January 31,2006
    
    2005
    
    2004Net cash (received)/paid for:Interest
    
    $
    (4,115
    )
    
    $
    (88
    )
    
    $
    (950
    )Income taxes
    
    
    30,677
    
    
    
    18,787
    
    
    
    10,090Non-cash activities:Capital lease obligations incurred to acquire assets
    
    
    14,948
    
    
    
    6,566
    
    
    
    2,049Shares issued for acquisition earn-out payment
    
    
    15,140
    
    
    
    
    
    
    
    Liability incurred for acquisition earn-out payment
    
    
    1,200
    
    
    
    
    
    
    
    
  10. Retirement Benefit Plans
 Defined Contribution Plans
  Defined Benefit Plans
   F-24




---



##### Table of Contents



Year ended January 31,2006
    
    
    2005
    
    
    2004Change in projected benefit obligations:Projected benefit obligation at beginning of year
    
    $
    26,852
    
    
    $
    20,587
    
    
    $
    14,942Service cost
    
    
    1,077
    
    
    
    1,290
    
    
    
    1,049Plan participants contributions
    
    
    488
    
    
    
    403
    
    
    
    328Interest cost
    
    
    2,067
    
    
    
    2,302
    
    
    
    1,697Actuarial gains/(losses)
    
    
    5,295
    
    
    
    (8
    )
    
    
    (36
    )Benefits paid
    
    
    (1,525
    )
    
    
    (1,566
    )
    
    
    (548
    )Foreign exchange translation adjustment
    
    
    (194
    )
    
    
    3,844
    
    
    
    3,155Projected benefit obligations at end of year
    
    $
    34,060
    
    
    $
    26,852
    
    
    $
    20,587Change in plan assets:Fair value of plan assets at beginning of year
    
    $
    24,199
    
    
    $
    18,864
    
    
    $
    13,584Realized gains on assets
    
    
    2,678
    
    
    
    1,355
    
    
    
    1,816Employer contributions
    
    
    1,319
    
    
    
    1,021
    
    
    
    762Benefits paid
    
    
    (1,525
    )
    
    
    (1,566
    )
    
    
    (548
    )Plan participants contribution
    
    
    488
    
    
    
    403
    
    
    
    328Foreign exchange translation adjustment
    
    
    (399
    )
    
    
    4,122
    
    
    
    2,922Fair value of plan assets at end of year
    
    $
    26,760
    
    
    $
    24,199
    
    
    $
    18,864Reconciliation of funded status and net amount
recognized in the accompanying consolidated
balance sheets:Funded status at end of year
    
    $
    (7,300
    )
    
    $
    (2,653
    )
    
    $
    (1,723
    )Unrecognized net loss
    
    
    10,182
    
    
    
    6,916
    
    
    
    5,571Net amount recognized at end of year
    
    $
    2,882
    
    
    $
    4,263
    
    
    $
    3,848Weighted average assumptions used to determine
benefit obligations at end of year:Discount rate
    
    
    8
    %
    
    
    11
    %
    
    
    11
    %Rate of increase in future compensation levels
    
    
    6
    %
    
    
    9
    %
    
    
    9
    %Expected long-term rate of return on assets
    
    
    8
    %
    
    
    9
    %
    
    
    14
    %Weighted average assumptions used to determine
net periodic benefit expense at end of year:Discount rate
    
    
    8
    %
    
    
    11
    %
    
    
    11
    %Rate of increase in future compensation levels
    
    
    6
    %
    
    
    9
    %
    
    
    9
    %Expected long-term rate of return on assets
    
    
    8
    %
    
    
    9
    %
    
    
    14
    %
   Year ended January 31,2006
    
    
    2005
    
    
    2004Service cost component
    
    $
    1,077
    
    
    $
    1,290
    
    
    $
    1,049Plan participants contributions
    
    
    488
    
    
    
    403
    
    
    
    328Interest cost component
    
    
    2,067
    
    
    
    2,302
    
    
    
    1,697Expected return on assets
    
    
    (2,008
    )
    
    
    (2,995
    )
    
    
    (2,235
    )Amortization of unrecognized net loss
    
    
    445
    
    
    
    345
    
    
    
    352Net periodic pension expense
    
    $
    2,069
    
    
    $
    1,345
    
    
    $
    1,191
 F-25




---



##### Table of Contents



As of January 31,2006
    
    
    2005
    
    
    2004Prepaid benefit expenses
    
    $
    4,880
    
    
    $
    5,595
    
    
    $
    5,099Accrued benefit expenses
    
    
    (5,124
    )
    
    
    (1,332
    )
    
    
    (1,251
    )Accumulated other comprehensive income
    
    
    3,126
    
    
    
    
    
    
    
    Net prepaid benefit expenses
    
    $
    2,882
    
    
    $
    4,263
    
    
    $
    3,848
   As of January 31,
    
    Target2006
    
    2005
    

    AllocationEquity securities
    
    
    54
    %
    
    
    58
    %
    
    
    45-55
    %Debt securities
    
    
    21
    
    
    
    34
    
    
    
    25-35Real estate
    
    
    5
    
    
    
    6
    
    
    
    0-10Other
    
    
    20
    
    
    
    2
    
    
    
    10-20Total
    
    
    100
    %
    
    
    100
    %
    F-26




---



##### Table of Contents



2007
    
    $
    1,5232008
    
    
    3,5222009
    
    
    1,8342010
    
    
    5302011
    
    
    1,6702012  2016
    
    
    5,607
 11. Shareholders Equity
    12. Share-Based Compensation
 Share-Based Compensation Plans
   F-27




---



##### Table of Contents



00 Employee Share Purchase Plan
   2004 Long-Term Incentive Plan
    2004 LTIPWeightedaverageOptions
    
    exerciseoutstanding
    
    priceBalance at January 31, 2004
    
    
    Options granted
    
    
    1,041,240
    
    
    $
    16.47Options exercised
    
    
    Options cancelled/forfeited
    
    
    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
    )
    
    
    22.18Balance at January 31, 2006
    
    
    2,035,113
    
    
    
    20.47
 F-28




---



##### Table of Contents



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
    
    
    821,808
    
    
    
    8.4
    
    
    $
    15.78
    
    
    
    151,890
    
    
    $
    15.68$18.13  $22.88
    
    
    934,179
    
    
    
    9.2
    
    
    
    21.77
    
    
    
    45,873
    
    
    
    19.74$25.15  $25.58
    
    
    15,000
    
    
    
    9.6
    
    
    
    25.37
    
    
    
    
    
    
    
    $30.16  $30.61
    
    
    264,126
    
    
    
    10.0
    
    
    
    30.18
    
    
    
    
    
    
    
    
   2000 Stock Option Plan
   F-29




---



##### Table of Contents



2000 Stock Option PlanWeightedaverageOptions
    
    exerciseoutstanding
    
    priceBalance at January 31, 2003
    
    
    6,261,024
    
    
    $
    5.23Options granted
    
    
    1,278,000
    
    
    
    9.50Options exercised
    
    
    (957,915
    )
    
    
    4.83Options cancelled/forfeited
    
    
    (83,202
    )
    
    
    4.63Balance at January 31, 2004
    
    
    6,497,907
    
    
    
    6.13Options granted
    
    
    Options exercised
    
    
    (766,056
    )
    
    
    5.29Options cancelled/forfeited
    
    
    (13,569
    )
    
    
    6.70Balance at January 31, 2005
    
    
    5,718,282
    
    
    
    6.24Options granted
    
    
    Options exercised
    
    
    (1,559,151
    )
    
    
    5.71Options cancelled/forfeited
    
    
    (18,960
    )
    
    
    9.14Balance at January 31, 2006
    
    
    4,140,171
    
    
    
    6.42
  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
    
    
    1,373,472
    
    
    
    4.3
    
    
    $
    4.51
    
    
    
    1,373,472
    
    
    $
    4.51$  5.33  $  6.18
    
    
    645,174
    
    
    
    5.2
    
    
    
    5.57
    
    
    
    531,174
    
    
    
    5.53$  6.33  $  8.26
    
    
    1,633,350
    
    
    
    6.6
    
    
    
    7.01
    
    
    
    843,150
    
    
    
    6.81$10.18  $11.24
    
    
    488,175
    
    
    
    7.5
    
    
    
    10.97
    
    
    
    202,875
    
    
    
    11.00
  2004 Non-Employee Directors Share Incentive Plan
   F-30




---



##### Table of Contents



Non-Employee Directors Share Option Plan
    Directors Option PlanWeightedaverageOptions
    
    exerciseoutstanding
    
    priceBalance at January 31, 2003
    
    
    198,000
    
    
    $
    5.68Options granted
    
    
    81,000
    
    
    
    11.20Options exercised
    
    
    (54,000
    )
    
    
    5.51Options cancelled/forfeited
    
    
    Balance at January 31, 2004
    
    
    225,000
    
    
    
    7.71Options granted
    
    
    Options exercised
    
    
    (54,000
    )
    
    
    5.72Options cancelled/forfeited
    
    
    (9,000
    )
    
    
    9.04Balance at January 31, 2005
    
    
    162,000
    
    
    
    8.29Options granted
    
    
    Options exercised
    
    
    (30,000
    )
    
    
    5.75Options cancelled/forfeited
    
    
    Balance at January 31, 2006
    
    
    132,000
    
    
    
    8.87
  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
    
    
    60,000
    
    
    
    5.6
    
    
    $
    5.95
    
    
    
    60,000
    
    
    $
    5.95$10.28  11.93
    
    
    72,000
    
    
    
    7.7
    
    
    
    11.31
    
    
    
    48,000
    
    
    
    11.31
 F-31




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##### Table of Contents



Union-Transport Share Incentive Plan
       Year ended January 31,2006
    
    2005
    
    2004Unvested shares at beginning of year
    
    
    43,278
    
    
    
    268,200
    
    
    
    326,934Shares granted
    
    
    
    
    
    
    
    
    
    
    Shares exercised
    
    
    (10,077
    )
    
    
    (207,714
    )
    
    
    (49,449
    )Shares returned
    
    
    
    
    
    
    (17,208
    )
    
    
    (9,285
    )Unvested shares at end of year
    
    
    33,201
    
    
    
    43,278
    
    
    
    268,200Shares available for future grants at end of year
    
    
    912
    
    
    
    31,644
    
    
    
    51,435Total shares held in Trust at end of year
    
    
    34,113
    
    
    
    74,922
    
    
    
    319,635
 Shares Held in Employer Stock Benefit Trust
  SLi Share-based Compensation Arrangement
  F-32




---



##### Table of Contents



Accounting for Stock Appreciation Rights and Other Variable
Stock Option or Award Plans, an interpretation of APB Opinions No. 15 and 25
 13. Derivative Financial Instruments
   14. Commitments
  Capital
    
    
    OperatingLeases
    
    
    Leases2007
    
    $
    6,801
    
    
    $
    60,1522008
    
    
    5,846
    
    
    
    46,5162009
    
    
    8,923
    
    
    
    33,3322010
    
    
    2,148
    
    
    
    26,1682011
    
    
    1,064
    
    
    
    21,0042012 and thereafter
    
    
    55
    
    
    
    29,222Total payments
    
    
    24,837
    
    
    $
    216,394Less amounts representing interest
    
    
    (2,580
    )Present value of minimum capital lease obligations
    
    $
    22,257
    F-33




---



##### Table of Contents



15. Contingencies
     Accounting for Contingencies
 16. Related Party Transactions
  
 F-34




---



##### Table of Contents



17. Segment Reporting
   F-35




---



##### Table of Contents



Year ended January 31, 2006AsiaEurope
    
    
    Americas
    
    
    Pacific
    
    
    Africa
    
    
    Corporate
    
    
    TotalGross revenue from external
customers
    
    $
    693,661
    
    
    $
    698,222
    
    
    $
    854,717
    
    
    $
    538,975
    
    
    $
    
    
    
    $
    2,785,575Net revenue
    
    $
    209,165
    
    
    $
    373,859
    
    
    $
    136,358
    
    
    $
    247,022
    
    
    $
    
    
    
    $
    966,404Staff costs
    
    
    144,874
    
    
    
    224,879
    
    
    
    57,610
    
    
    
    108,313
    
    
    
    11,557
    
    
    
    547,233Depreciation and amortization
    
    
    5,718
    
    
    
    4,912
    
    
    
    3,162
    
    
    
    7,466
    
    
    
    1,794
    
    
    
    23,052Amortization of intangible assets
    
    
    
    
    
    
    4,071
    
    
    
    306
    
    
    
    705
    
    
    
    
    
    
    
    5,082Other operating expenses
    
    
    55,425
    
    
    
    107,305
    
    
    
    32,601
    
    
    
    85,386
    
    
    
    11,552
    
    
    
    292,269Operating income/(loss)
    
    $
    3,148
    
    
    $
    32,692
    
    
    $
    42,679
    
    
    $
    45,152
    
    
    $
    (24,903
    )
    
    
    98,768Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,945Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,814
    )Losses on foreign exchange
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (303
    )Pretax income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    94,596Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,185Income before minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    59,411Capital expenditures
    
    $
    7,804
    
    
    $
    7,182
    
    
    $
    3,531
    
    
    $
    14,191
    
    
    $
    42
    
    
    $
    32,750Segment assets at year-end
    
    $
    240,266
    
    
    $
    346,416
    
    
    $
    247,382
    
    
    $
    374,484
    
    
    $
    12,488
    
    
    $
    1,221,539
 Year ended January 31, 2005AsiaEurope
    
    
    Americas
    
    
    Pacific
    
    
    Africa
    
    
    Corporate
    
    
    TotalGross revenue from external
customers
    
    $
    582,428
    
    
    $
    562,853
    
    
    $
    681,532
    
    
    $
    432,980
    
    
    $
    
    
    
    $
    2,259,793Net revenue
    
    $
    176,425
    
    
    $
    286,760
    
    
    $
    109,159
    
    
    $
    201,437
    
    
    $
    
    
    
    $
    773,781Staff costs
    
    
    126,463
    
    
    
    164,615
    
    
    
    44,587
    
    
    
    87,110
    
    
    
    7,251
    
    
    
    430,026Depreciation and amortization
    
    
    5,413
    
    
    
    3,674
    
    
    
    2,476
    
    
    
    6,069
    
    
    
    1,821
    
    
    
    19,453Amortization of intangible assets
    
    
    
    
    
    
    1,477
    
    
    
    
    
    
    
    503
    
    
    
    
    
    
    
    1,980Other operating expenses
    
    
    49,487
    
    
    
    94,580
    
    
    
    27,105
    
    
    
    77,555
    
    
    
    10,225
    
    
    
    258,952Operating income/(loss)
    
    $
    (4,938
    )
    
    $
    22,414
    
    
    $
    34,991
    
    
    $
    30,200
    
    
    $
    (19,297
    )
    
    
    63,370Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,112Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (4,586
    )Gains on foreign exchange
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    973Pretax income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    63,869Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,140Income before minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    37,729Capital expenditures
    
    $
    7,615
    
    
    $
    6,378
    
    
    $
    3,293
    
    
    $
    10,126
    
    
    $
    24
    
    
    $
    27,436Segment assets at year-end
    
    $
    209,500
    
    
    $
    303,868
    
    
    $
    195,243
    
    
    $
    322,904
    
    
    $
    26,017
    
    
    $
    1,057,532
 F-36




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##### Table of Contents



Year ended January 31, 2004AsiaEurope
    
    
    Americas
    
    
    Pacific
    
    
    Africa
    
    
    Corporate
    
    
    TotalGross revenue from external
customers
    
    $
    424,457
    
    
    $
    449,381
    
    
    $
    430,376
    
    
    $
    198,661
    
    
    $
    
    
    
    $
    1,502,875Net revenue
    
    $
    129,404
    
    
    $
    252,378
    
    
    $
    86,489
    
    
    $
    127,870
    
    
    $
    
    
    
    $
    596,141Staff costs
    
    
    92,721
    
    
    
    147,268
    
    
    
    36,839
    
    
    
    55,539
    
    
    
    5,337
    
    
    
    337,705Depreciation and amortization
    
    
    4,415
    
    
    
    3,976
    
    
    
    2,140
    
    
    
    3,088
    
    
    
    1,187
    
    
    
    14,806Amortization of intangible assets
    
    
    
    
    
    
    594
    
    
    
    
    
    
    
    69
    
    
    
    
    
    
    
    663Other operating expenses
    
    
    39,002
    
    
    
    84,651
    
    
    
    21,755
    
    
    
    51,386
    
    
    
    4,970
    
    
    
    201,763Operating income/(loss)
    
    $
    (6,734
    )
    
    $
    15,889
    
    
    $
    25,755
    
    
    $
    17,788
    
    
    $
    (11,494
    )
    
    
    41,204Interest income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,881Interest expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,840
    )Losses on foreign exchange
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (542
    )Pretax income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    41,703Provision for income taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    13,649Income before minority interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    28,054Capital expenditures
    
    $
    5,339
    
    
    $
    6,710
    
    
    $
    3,238
    
    
    $
    4,959
    
    
    $
    522
    
    
    $
    20,768Segment assets at year-end
    
    $
    165,093
    
    
    $
    171,790
    
    
    $
    159,877
    
    
    $
    159,613
    
    
    $
    55,706
    
    
    $
    712,079
   Year ended January 31,2006
    
    
    2005
    
    
    2004Gross revenues:Airfreight forwarding
    
    $
    1,213,987
    
    
    $
    1,017,560
    
    
    $
    720,689Ocean freight forwarding
    
    
    826,079
    
    
    
    672,641
    
    
    
    360,253Customs brokerage
    
    
    80,960
    
    
    
    77,568
    
    
    
    67,859Contract logistics
    
    
    443,738
    
    
    
    312,289
    
    
    
    229,709Other
    
    
    220,811
    
    
    
    179,735
    
    
    
    124,365$
    2,785,575
    
    
    $
    2,259,793
    
    
    $
    1,502,875Net revenues:Airfreight forwarding
    
    $
    290,993
    
    
    $
    253,289
    
    
    $
    198,822Ocean freight forwarding
    
    
    118,346
    
    
    
    98,877
    
    
    
    75,131Customs brokerage
    
    
    78,503
    
    
    
    75,352
    
    
    
    65,532Contract logistics
    
    
    370,714
    
    
    
    257,141
    
    
    
    192,969Other
    
    
    107,848
    
    
    
    89,122
    
    
    
    63,687$
    966,404
    
    
    $
    773,781
    
    
    $
    596,141
 F-37




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##### Table of Contents



18. Selected Quarterly Financial Data (Unaudited)
 (As previously reported)For the year ended January 31,
    
    First
    
    Second
    
    Third
    
    Fourth
    
    TotalGross revenue:2006
    
    $
    630,193
    
    
    $
    686,232
    
    
    $
    740,946
    
    
    $
    728,204
    
    
    $
    2,785,5752005
    
    
    489,628
    
    
    
    540,359
    
    
    
    602,503
    
    
    
    627,303
    
    
    
    2,259,793Net revenue:2006
    
    
    221,198
    
    
    
    238,265
    
    
    
    253,227
    
    
    
    253,714
    
    
    
    966,4042005
    
    
    169,989
    
    
    
    186,503
    
    
    
    202,019
    
    
    
    215,270
    
    
    
    773,781Operating income:2006
    
    
    26,927
    
    
    
    33,648
    
    
    
    40,273
    
    
    
    31,216
    
    
    
    132,0642005
    
    
    18,685
    
    
    
    23,530
    
    
    
    26,743
    
    
    
    26,493
    
    
    
    95,451Net income:2006
    
    
    17,769
    
    
    
    22,343
    
    
    
    26,054
    
    
    
    22,258
    
    
    
    88,4242005
    
    
    12,793
    
    
    
    16,214
    
    
    
    19,910
    
    
    
    18,612
    
    
    
    67,529Basic earnings per share:2006
    
    
    0.19
    
    
    
    0.24
    
    
    
    0.28
    
    
    
    0.23
    
    
    
    0.942005 (1)
    
    
    0.14
    
    
    
    0.18
    
    
    
    0.22
    
    
    
    0.20
    
    
    
    0.73Diluted earnings per share:2006 (2)
    
    
    0.18
    
    
    
    0.23
    
    
    
    0.27
    
    
    
    0.23
    
    
    
    0.902005 (3)
    
    
    0.13
    
    
    
    0.17
    
    
    
    0.21
    
    
    
    0.19
    
    
    
    0.71
 F-38




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##### Table of Contents



(As restated  see Note 19)For the year ended January 31,
    
    First
    
    Second
    
    Third
    
    Fourth
    
    TotalGross revenue:2006
    
    $
    630,193
    
    
    $
    686,232
    
    
    $
    740,946
    
    
    $
    728,204
    
    
    $
    2,785,5752005
    
    
    489,628
    
    
    
    540,359
    
    
    
    602,503
    
    
    
    627,303
    
    
    
    2,259,793Net revenue:2006
    
    
    221,198
    
    
    
    238,265
    
    
    
    253,227
    
    
    
    253,714
    
    
    
    966,4042005
    
    
    169,989
    
    
    
    186,503
    
    
    
    202,019
    
    
    
    215,270
    
    
    
    773,781Operating income:2006
    
    
    27,118
    
    
    
    22,564
    
    
    
    31,544
    
    
    
    17,542
    
    
    
    98,7682005
    
    
    12,391
    
    
    
    15,590
    
    
    
    15,148
    
    
    
    20,241
    
    
    
    63,370Net income:2006
    
    
    17,670
    
    
    
    10,869
    
    
    
    16,920
    
    
    
    9,739
    
    
    
    55,1982005
    
    
    6,499
    
    
    
    8,274
    
    
    
    8,315
    
    
    
    11,918
    
    
    
    35,006Basic earnings per share:2006
    
    
    0.19
    
    
    
    0.12
    
    
    
    0.18
    
    
    
    0.10
    
    
    
    0.592005 (1)
    
    
    0.07
    
    
    
    0.09
    
    
    
    0.09
    
    
    
    0.13
    
    
    
    0.38Diluted earnings per share:2006
    
    
    0.18
    
    
    
    0.11
    
    
    
    0.17
    
    
    
    0.10
    
    
    
    0.562005 (3)
    
    
    0.07
    
    
    
    0.08
    
    
    
    0.08
    
    
    
    0.12
    
    
    
    0.37
 
 (1)
    
    The basic earnings per share amounts for the fiscal 2005 quarters do not add to the total
year ended January 31, 2005 amount due to the effects of rounding.(2)
    
    The diluted earnings per share amounts for the fiscal 2006 quarters do not add to the total
year ended January 31, 2006 amount due to the effects of rounding.(3)
    
    The diluted earnings per share amounts for the fiscal 2005 quarters do not add to the total
year ended January 31, 2005 amount due to the effects of rounding. 19. Restatement of Previously Issued Financial Statements
 Business Combinations Accounting for Contingent Consideration Paid to the
Shareholders of an Acquired Enterprise in a Purchase Business Combination
 Accounting for Stock Issued to
Employees Accounting for Stock Appreciation Rights
and Other Variable Stock Option or Award Plans, an interpretation of APB Opinions No. 15 and 25 Share-Based Payment
 F-39




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##### Table of Contents



Net Income
    
    
    
    
    
    
    RetainedYear ended January 31,
    
    
    EarningsJanuary 31,2006
    
    
    2005
    
    
    2004
    
    
    2003Previously reported
    
    $
    88,424
    
    
    $
    67,529
    
    
    $
    44,771
    
    
    $
    63,973Adjustments:Earn-out Arrangement Adjustment
    
    
    (32,481
    )
    
    
    (32,261
    )
    
    
    (18,035
    )
    
    
    (5,797
    )Other Adjustments
    
    
    (745
    )
    
    
    (262
    )
    
    
    (279
    )
    
    
    280Total adjustments
    
    
    (33,226
    )
    
    
    (32,523
    )
    
    
    (18,314
    )
    
    
    (5,517
    )Restated
    
    $
    55,198
    
    
    $
    35,006
    
    
    $
    26,457
    
    
    $
    58,456
  
    
    We recorded a reduction of $680 in other long term liabilities related to the decrease
in fair value of a minority interest put option related to International Health
Distributors (Pty) Ltd, with an offsetting entry to other operating expenses.
    
    We recorded a reserve of $593 associated with a contingent tax provision in accordance
with SFAS 5.
    
    We recorded a reduction of $800 to depreciation expense with an offsetting entry to
property, plant and equipment to reflect assets at their appropriate carrying value.
 F-40




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##### Table of Contents



Year ended January 31,2006
    
    2005
    
    2004As previously
    
    As
    
    As previously
    
    As
    
    As previously
    
    Asreported
    
    restated
    
    reported
    
    restated
    
    reported
    
    restatedStaff costs
    
    $
    514,752
    
    
    $
    547,233
    
    
    $
    397,765
    
    
    $
    430,026
    
    
    $
    318,727
    
    
    $
    337,705Depreciation and
amortization
    
    
    21,952
    
    
    
    23,052
    
    
    
    19,453
    
    
    
    19,453
    
    
    
    14,806
    
    
    
    14,806Amortization of intangible
assets
    
    
    4,690
    
    
    
    5,082
    
    
    
    1,980
    
    
    
    1,980
    
    
    
    663
    
    
    
    663Other operating expenses
    
    
    292,946
    
    
    
    292,269
    
    
    
    259,132
    
    
    
    258,952
    
    
    
    202,874
    
    
    
    201,763Operating income
    
    
    132,064
    
    
    
    98,768
    
    
    
    95,451
    
    
    
    63,370
    
    
    
    59,071
    
    
    
    41,204(Losses)/gains on foreign
exchange
    
    
    (303
    )
    
    
    (303
    )
    
    
    973
    
    
    
    973
    
    
    
    (341
    )
    
    
    (542
    )Pretax income
    
    
    127,892
    
    
    
    94,596
    
    
    
    95,950
    
    
    
    63,869
    
    
    
    59,771
    
    
    
    41,703Provision for income taxes
    
    
    35,255
    
    
    
    35,185
    
    
    
    25,698
    
    
    
    26,140
    
    
    
    13,403
    
    
    
    13,649Income before minority
interest
    
    
    92,637
    
    
    
    59,411
    
    
    
    70,252
    
    
    
    37,729
    
    
    
    46,368
    
    
    
    28,054Net income
    
    
    88,424
    
    
    
    55,198
    
    
    
    67,529
    
    
    
    35,006
    
    
    
    44,771
    
    
    
    26,457Basic earnings per share
    
    $
    0.94
    
    
    $
    0.59
    
    
    $
    0.73
    
    
    $
    0.38
    
    
    $
    0.49
    
    
    $
    0.29Diluted earnings per share
    
    $
    0.90
    
    
    $
    0.56
    
    
    $
    0.71
    
    
    $
    0.37
    
    
    $
    0.47
    
    
    $
    0.28
 F-41




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##### Table of Contents



January 31,2006
    
    
    2005As previously
    
    
    As
    
    
    As previously
    
    
    Asreported
    
    
    restated
    
    
    reported
    
    
    restatedASSETSProperty, plant and equipment, net
    
    $
    80,443
    
    
    $
    79,342
    
    
    $
    71,190
    
    
    $
    71,190Goodwill
    
    
    326,959
    
    
    
    291,549
    
    
    
    251,093
    
    
    
    262,783Other intangible assets, net
    
    
    42,412
    
    
    
    42,020
    
    
    
    42,682
    
    
    
    42,682Deferred income tax assets
    
    
    4,027
    
    
    
    3,704
    
    
    
    1,104
    
    
    
    2,279Total assets
    
    
    1,258,764
    
    
    
    1,221,538
    
    
    
    1,044,667
    
    
    
    1,057,532LIABILITIES & SHAREHOLDERS EQUITYTrade payables and other accrued liabilities
    
    
    465,100
    
    
    
    519,011
    
    
    
    413,003
    
    
    
    439,645Income taxes payable
    
    
    22,904
    
    
    
    23,498
    
    
    
    18,533
    
    
    
    18,533Total current liabilities
    
    
    595,505
    
    
    
    650,010
    
    
    
    531,184
    
    
    
    557,826Deferred income tax liabilities
    
    
    11,593
    
    
    
    11,181
    
    
    
    19,607
    
    
    
    19,607Other
    
    
    4,960
    
    
    
    8,977
    
    
    
    136
    
    
    
    30,047Minority interests
    
    
    25,219
    
    
    
    19,204
    
    
    
    3,293
    
    
    
    16,012Shareholders equity:Common stock
    
    
    368,159
    
    
    
    368,159
    
    
    
    329,098
    
    
    
    329,098Deferred compensation related to restricted
share units
    
    
    (8,324
    )
    
    
    (8,324
    )
    
    
    (3,193
    )
    
    
    (3,193
    )Retained earnings
    
    
    253,573
    
    
    
    163,993
    
    
    
    169,821
    
    
    
    113,467Accumulated other comprehensive loss
    
    
    (26,888
    )
    
    
    (26,629
    )
    
    
    (21,536
    )
    
    
    (21,589
    )Total shareholders equity
    
    
    586,520
    
    
    
    497,199
    
    
    
    474,190
    
    
    
    417,783Total liabilities and shareholders equity
    
    
    1,258,764
    
    
    
    1,221,538
    
    
    
    1,044,667
    
    
    
    1,057,532
  Year ended January 31,2006
    
    
    2005
    
    
    2004As previously
    
    
    As
    
    
    As previously
    
    
    As
    
    
    As previously
    
    
    Asreported
    
    
    restated
    
    
    reported
    
    
    restated
    
    
    reported
    
    
    restatedOPERATING ACTIVITIES:Net income
    
    $
    88,424
    
    
    $
    55,198
    
    
    $
    67,529
    
    
    $
    35,006
    
    
    $
    44,771
    
    
    $
    26,457Share-based compensation
cost
    
    
    5,163
    
    
    
    37,643
    
    
    
    576
    
    
    
    32,837
    
    
    
    798
    
    
    
    19,705Depreciation and
amortization
    
    
    21,952
    
    
    
    23,052
    
    
    
    19,453
    
    
    
    19,453
    
    
    
    14,806
    
    
    
    14,806Amortization of intangible
assets
    
    
    4,690
    
    
    
    5,082
    
    
    
    1,980
    
    
    
    1,980
    
    
    
    663
    
    
    
    663Deferred income taxes
    
    
    (3,154
    )
    
    
    (2,831
    )
    
    
    1,440
    
    
    
    265
    
    
    
    847
    
    
    
    847Increase/(decrease) in other
current liabilities
    
    
    24,227
    
    
    
    9,827
    
    
    
    24,586
    
    
    
    16,560
    
    
    
    1,030
    
    
    
    (1,735
    )Net cash provided in
operating activities
    
    
    130,990
    
    
    
    117,659
    
    
    
    71,399
    
    
    
    61,936
    
    
    
    65,858
    
    
    
    63,686
 F-42




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##### Table of Contents



Year ended January 31,2006
    
    
    2005
    
    
    2004As previously
    
    
    As
    
    
    As previously
    
    
    As
    
    
    As previously
    
    
    Asreported
    
    
    restated
    
    
    reported
    
    
    restated
    
    
    reported
    
    
    restatedINVESTING ACTIVITIES:Acquisitions and contingent

earn-out payments
    
    
    (53,168
    )
    
    
    (39,837
    )
    
    
    (118,179
    )
    
    
    (108,716
    )
    
    
    (30,288
    )
    
    
    (28,116
    )Net cash used in
investing activities
    
    
    (69,965
    )
    
    
    (56,634
    )
    
    
    (136,466
    )
    
    
    (127,003
    )
    
    
    (50,380
    )
    
    
    (48,208
    )
 F-43




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##### Table of Contents



INDEX TO EXHIBITS
 Exhibit
    
    Description10.21*
    
    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, dated June 9, 2005)12.1
    
    Statement regarding computation of ratio of earnings to fixed charges23
    
    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.