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

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended
    January 31, 2009Oro

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

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

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

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

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

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

Accelerated filer
    o

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

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




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##### 





UTi
    Worldwide Inc. Annual
    Report on
    Form 10-K
    For the Fiscal Year Ended January 31, 2009
    Table of Contents
  PageIntroduction


1Forward-Looking Statements


1PART IItem 1.

Business


2Item 1A.

Risk Factors


11Item 1B.

Unresolved Staff Comments


25Item 2.

Properties


25Item 3.

Legal Proceedings


26Item 4.

Submission of Matters to a Vote of Security
    Holders


27PART IIItem 5.

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


28Item 6.

Selected Financial Data


35Item 7.

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


37Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


63Item 8.

Financial Statements and Supplementary Data


64Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


64Item 9A.

Controls and Procedures


65Item 9B.

Other Information


66PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


66Item 11.

Executive Compensation


66Item 12.

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


66Item 13.

Certain Relationships and Related Transactions
    and Director Independence


67Item 14.

Principal Accountant Fees and Services


67PART IVItem 15.

Exhibits and Financial Statement Schedules


68Signatures


71Index to Consolidated Financial Statements


F-1EX-10.13EX-10.14EX-12.1EX-21EX-23EX-31.1EX-31.2EX-32.1EX-32.2   i




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




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




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pick-up
            Contract Logistics and Distribution
    Segment.
 3




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Acquisitions
  time-to-time Form 10-K Form 10-K.
      Financial
    Information about Services and Segments
   4




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Disclosures about Segments of an
    Enterprise and Related Information
      Seasonality
  just-in-time
  Environmental
    Currency
    Risk
    Sales and
    Marketing
     5




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and/or
        Competition
    less-than-truckload
       6




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Information
    Technology Systems
  end-to-end
    
    uOp, which is used by our offices and agents as a local
    operating system for air and ocean freight import and export
    documentation, customs brokerage and accounting functions that
    feed shipment and other client data into our global information
    systems;
    uOrder, which assists our clients with order management;
    uTrac, which provides our clients with supply chain visibility,
    enabling them to track shipments of goods and materials;
    uWarehouse, which enables our clients to track the location and
    status of goods and materials within a warehouse and track the
    location and status of goods and materials;
    uClear, which provides visibility into customs clearance
    transactions for our clients;
    uAnalyze, which assists us and our clients with isolating the
    factors causing variability in supply chains;
    uReport, which provides clients with customized reports;
    uConnect, which enables the electronic transfer of data between
    our systems and those of our clients and also integrates our
    internal applications;
    uPlan, which is used for strategic planning and optimization of
    our clients supply chains;
    uDistribute, which enables tracking of goods and materials
    within domestic distribution networks; and
    uShip, which enables clients to initiate shipping transactions
    and alert these directly to our origin offices.  Intellectual
    Property
    Government
    Regulation
   7




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8




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Employees
    EMENA


4,587Americas


6,832Asia Pacific


3,009Africa


5,796Corporate


191Total


20,415     Executive
    Officers and Other Senior Managers of Registrant
    Name

Age

PositionEric W. Kirchner


50


Chief Executive OfficerWilliam T. Gates


61


Executive Vice President  President, Contract Logistics
    and DistributionJohn S. Hextall


52


Executive Vice President  President, Freight ForwardingGene Ochi


59


Executive Vice President  Integrated Solutions for
    Strategic ClientsLawrence R. Samuels


52


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


40


Senior Vice President  Enterprise Support Services and
    SecretaryRon S. Glickman


50


Senior Vice President and Chief Information Officer   Eric W. Kirchner
  William T. Gates
 9




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

Age

PositionDavid Cheng


64


President  Greater ChinaChristopher Dale


49


President  Americas Freight ForwardingBrian R. J. Dangerfield


50


President  Asia PacificCarlos Escario Pascual


47


President  EMENAGavin Rimmer


49


President  Africa  10




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Available
    Information
  Form 10-K, Form 10-Q, Form 8-K http://www.go2uti.com,
  ITEM 1A.
    Risk
    Factors  Form 10-K, Form 10-Q Form 8-K,
  The
    global economic slowdown has adversely impacted our results of
    operations and may continue to do so in the foreseeable future.
    In addition, present world economic conditions, including the
    recent uncertainty in global credit markets, increases the
    number of risks which we normally face on a
    day-to-day
    basis in running our business.
    
    Reduced demand for the products our clients ship, notably in the
    automotive, retail, apparel and hi-tech sectors, causing a
    reduction in the demand for the services we provide;
    Increased price competition resulting in lower profitability and
    cash flow;
    Deterioration in the financial condition of our clients from
    decreased sales or our customers experiencing difficulty in
    raising capital which may in turn adversely impact our ability
    to collect our outstanding receivables, particularly in the
    market segments and industries which have been severely impacted
    by the recession and where we may have a concentration of
    clients;
    Increased instability of financial institutions, which may limit
    our liquidity in the future or adversely affect our ability to
    refinance our existing credit facilities or otherwise require
    that we accept limitations or terms and conditions which are
    more restrictive and costly than in the past;
    Turmoil in the financial and debt markets, which may limit our
    ability to access the equity and debt capital markets; and 11




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
    Rapid and material fluctuations in foreign currency exchange
    rates and/or
    oil prices, each of which may have a material impact on our
    financial condition, results of operations and cash flows.    The
    global economic slowdown increases the risk that we may be
    required to record impairment charges to our goodwill, and
    identifiable intangible assets and property, plant and
    equipment, which would impact the results of our
    operations.
  Goodwill and Other Intangible Assets
    ( Accounting for the Impairment or
    Disposal of Long-Lived Assets,
    We
    have substantial outstanding indebtedness and our outstanding
    indebtedness could adversely impact our financial condition and
    results of operations.
    We
    will need replacement financing for our indebtedness, we may
    need additional financing to fund our operations and we may not
    be able to obtain financing on terms acceptable to us or at
    all.
   12




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The
    Facility Agreement and the Note Purchase Agreement contain a
    variety of covenants imposing operating and financial
    restrictions on us and may limit our operating and financial
    flexibility. Our failure to comply with such covenants could
    result in an event of default under both of these
    agreements.
    
    incur additional debt or pay dividends or distributions on our
    capital stock;
    create liens or negative pledges with respect to our assets;
    make certain acquisitions, investments, loans or advances or
    certain capital expenditures;
    enter into agreements to lease real or personal property in
    excess of certain thresholds or to enter into sale and leaseback
    transactions;
    change the general nature of our business; or
    merge, consolidate or sell our assets.     13




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Our
    information technology restructuring plan and other recent cost
    reduction measures involve risks, could result in higher than
    expected costs or otherwise adversely impact our operations and
    profitability.
    Our
    business transformation initiative, which we call 4asOne,
    involves risks, could result in higher than expected costs or
    otherwise adversely impact our operations and
    profitability.
  4asOne 4asOne 4asOne 4asOne
  We
    conduct business throughout the world and our international
    presence exposes us to potential difficulties and risks
    associated with distant operations and to various global,
    regional and local economic, regulatory, political and other
    uncertainties and risks.
    
    changes in a specific countrys or regions economic,
    social and political conditions or governmental policies; 14




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




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and/or and/or
    and/or
  We
    have grown in the past, and may grow in the future, through
    acquisitions. Growth by acquisitions involves risks and we may
    not be able to identify or acquire companies consistent with our
    growth strategy or successfully integrate any acquired business
    into our operations.
      
    identification of appropriate acquisition candidates or
    negotiation of acquisitions on favorable terms and valuations;
    integrating accounting management information, human resources
    and other administrative systems to permit effective management;
    implementing or remediating controls, procedures and policies
    appropriate for a larger public company at companies that prior
    to the acquisition lacked these controls, procedures and
    policies;
    possible write-offs or impairment charges resulting from
    acquisitions;
    diversion of management attention;
    retention of senior managers, employees and clients; and
    unexpected or unanticipated costs, expenses and liabilities.   16




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If we
    fail to develop and integrate information technology systems or
    we fail to upgrade or replace our information technology systems
    to handle increased volumes and levels of complexity, meet the
    demands of our clients and protect against disruptions of our
    operations, our business could be seriously
    harmed.
    We are
    dependent on key management personnel and the loss of any such
    personnel could materially and adversely affect our
    business.
    We are
    dependent on our relationships with our agents, affiliates, key
    employees and third-party carriers in various countries around
    the world.
   17




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and/or
  Foreign
    currency fluctuations could result in currency translation
    exchange gains or losses or could increase or decrease the book
    value of our assets.
    Because
    our freight forwarding and domestic ground transportation
    operations are dependent on commercial airfreight carriers and
    air charter operators, ocean freight carriers, major United
    States railroads, other transportation companies, draymen and
    longshoremen, changes in available cargo capacity and other
    changes affecting such carriers, as well as interruptions in
    service or work stoppages, may negatively impact our
    business.
    Our
    North American ground transportation businesses are subject to a
    number of factors that are largely beyond our control, any of
    which could have a material adverse effect on our results of
    operations.
    
    potential liability to third parties and clients as a result of
    accidents involving our employees, independent contractors or
    third party carriers;
    increased insurance premiums, the unavailability of adequate
    insurance coverage, or the solvency of our current insurance
    providers;
    recruitment and retention of independent sales agents and
    affiliates;
    interruptions in services or stoppages in transportation as a
    result of labor disputes;
    changes in fuel taxes;
    the ability to effectively pass through fuel cost increases to
    our clients through commonly accepted fuel surcharges;
    the extremely competitive and fragmented nature of the trucking
    and domestic ground transportation industry; 18




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
    changes in governmental regulations or legislation impacting the
    transportation or trucking industry and unanticipated changes in
    transportation rates; and
    potentially adverse effects from federal standards for new
    engine emissions.      If we
    are required to reclassify independent contractors as employees
    in our trucking, truck brokerage and other carrier businesses,
    we may incur additional costs and taxes which could have a
    material adverse effect on our results of
    operations.
    Comparisons
    of our operating results from period to period are not
    necessarily meaningful and should not be relied upon as an
    indicator of future performance.
    
    the recent global economic slowdown and the related impact on
    global trade;
    personnel costs;
    costs relating to the expansion of operations;
    costs and revenue fluctuations due to acquisitions, dispositions
    and the exiting of businesses;
    changes in accounting rules and tax rates;
    pricing and availability of cargo space on airlines, ships and
    trucks which we utilize to transport freight;
    fluctuations in fuel prices and fuel and other surcharges;
    pricing pressures from our competitors; 19




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
    litigation and changes in government regulations;
    changes in our clients requirements for supply chains
    services and solutions;
    restructuring charges and impairments to goodwill and other
    intangible assets;
    client discounts and credits; and
    timing and magnitude of capital expenditures, including costs
    associated with the 4asOne project.    We may
    not succeed with our long-term strategic operating plan, and as
    a result, our revenue, results of operations and profitability
    may be adversely impacted.
  CLIENTasONE , CLIENTasONE
  We
    face intense competition in the freight forwarding, customs
    brokerage, contract logistics, domestic ground transportation
    and supply chain management industry.
    Our
    effective income tax rate will impact our results of operations,
    cash flow and profitability and the tax returns of some of our
    subsidiaries are under review by various tax
    authorities.
   20




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Proposed
    tax legislation in the United States and other jurisdictions in
    which we operate could affect our ability to realize tax
    benefits from operations in certain tax
    jurisdictions.
  non-U.S. persons Taxation-United
  Because
    we are a holding company, we are financially dependent on
    receiving distributions from our subsidiaries and we could be
    harmed if such distributions can not be made in the
    future.
    Because
    we manage our business on a localized basis in many countries
    around the world, our operations and internal controls may be
    materially adversely affected by inconsistent management
    practices.
  day-to-day sub-regional
    If we
    are not able to limit our liability for clients claims
    through contract terms and limit our exposure through the
    purchase of insurance, we could be required to pay large amounts
    to our clients as compensation for their claims and our results
    of operations could be materially adversely
    affected.
  and/or
 21




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The
    failure of our policies and procedures which are designed to
    prevent the unlawful transportation or storage of hazardous,
    explosive or illegal materials could subject us to large fines,
    penalties or lawsuits.
    If we
    fail to comply with applicable governmental regulations, we
    could be subject to substantial fines or revocation of our
    permits and licenses and we may experience increased costs as a
    result of governmental regulation.
     22




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If we
    are not able to sell container space that we purchase from ocean
    shipping lines, capacity that we charter from our air carriers
    and utilize our truck capacity, we will not be able to recover
    our
    out-of-pocket
    costs and our profitability may suffer.
  out-of-pocket
  If we
    lose certain of our contract logistics clients or we cannot
    maintain adequate levels of utilization in our shared
    warehouses, then we may experience revenue losses and decreased
    profitability.
   23




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If we
    are not reimbursed for amounts which we advance for our clients,
    our revenue and profitability may decrease.
    It may
    be difficult for our shareholders to effect service of process
    and enforce judgments obtained in United States courts against
    us or our directors and executive officers who reside outside of
    the United States.
    Because
    we are incorporated under the laws of the British Virgin
    Islands, it may be more difficult for our shareholders to
    protect their rights than it would be for a shareholder of a
    corporation incorporated in another jurisdiction.
    Future
    issuances of preference shares could adversely affect the
    holders of our ordinary shares.
    Our
    Memorandum and Articles of Association contain anti-takeover
    provisions which may discourage attempts by others to acquire or
    merge with us and which could reduce the market value of our
    ordinary shares.
   24




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

DistributionFacilities

CentersOwned

Leased

Leased

TotalEMENA


1



147



47



195Americas


1



67



69



137Asia Pacific


1



100



39



140Africa


9



64



45



118Total


12



378



200



590  25




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ITEM 3.
    Legal
    Proceedings           26




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and/or
  ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   27




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

LowFiscal Year Ended January 31, 2009:4th Quarter

$
14.62


$
7.913rd Quarter


20.98



8.672nd Quarter


24.35



18.001st Quarter


22.27



15.59Fiscal Year Ended January 31, 2008:4th Quarter

$
25.24


$
17.343rd Quarter


25.91



20.492nd Quarter


28.74



23.261st Quarter


32.00



22.25     Dividend
    Policy
     28




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Performance
    Graph
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN* Among
    UTi Worldwide Inc., The NASDAQ Composite Index
    And The NASDAQ Transportation Index
  
    *
    
    $100 Invested on 1/31/04 in stock or index, including
    reinvestment of dividends. Fiscal year ending January 31.   29




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Transfer
    Agent and Registrar
    Exchange
    Controls
      Taxation
  United
    States Federal Income Tax Consequences
  General
    
    a dealer in securities or currencies;
    a trader in securities that elects to use a
    mark-to-market
    method of accounting for your securities holdings;
    a bank;
    a life insurance company;
    a real estate investment trust;
    a regulated investment company;
    a tax-exempt organization;
    a person that holds our ordinary shares as part of a straddle or
    a hedging, integrated, constructive sale or conversion
    transaction for tax purposes;
    a person whose functional currency for tax purposes is not the
    U.S. dollar;
    a person liable for alternative minimum tax;
    a person that owns, or is treated as owning, 10% or more of any
    class of our shares; or
    a person who is an expatriate of the United States.        
    an individual U.S. citizen or resident alien; 30




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
    a corporation, or entity taxable as a corporation, that was
    created, or treated as created, under U.S. law (federal or
    state);
    an estate whose worldwide income is subject to U.S. Federal
    income tax regardless of source; or
    a trust if (1) a U.S. court is able to exercise
    primary supervision over its administration and (2) one or
    more U.S. persons have authority to control all substantial
    decisions of the trust.  non-U.S. holder Non-U.S. Holders
    Tax
    Consequences to U.S. Holders
  Distributions
  dollar-for-dollar
  Sale or
    Other Disposition of our Ordinary Shares
    
    you will recognize a gain or loss equal to the difference (if
    any) between the U.S. dollar value of the amount realized
    on such sale or other taxable disposition, and your adjusted tax
    basis in such ordinary shares;
    any gain or loss will be capital gain or loss and will be
    long-term capital gain or loss if your holding period for our
    ordinary shares is more than one year at the time of such sale
    or other disposition;
    any gain or loss will be treated as having a United States
    source for U.S. foreign tax credit purposes and as a result
    of the foreign tax credit provisions of the Internal Revenue
    Code of 1986. As a result, you may be unable to claim a foreign
    tax credit for British Virgin Islands taxes, if any, imposed
    upon the sale or disposition of ordinary shares; and
    your ability to deduct capital losses may be subject to
    limitations.  Passive
    Foreign Investment company
    
    75% or more of our gross income for the taxable year is passive
    income; or
    on average for the taxable year, 50% or more of our assets by
    value or under certain circumstances, by adjusted basis, produce
    or are held for the production of passive income. 31




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
    any excess distributions (generally defined as the excess of the
    amount received with respect to the shares in any taxable year
    over 125% of the average received in the shorter of either the
    three previous years or your holding period before the taxable
    year) made by us during a taxable year must be allocated ratably
    to each day of your holding period. The amounts allocated to the
    current taxable year and to taxable years prior to the first
    year in which we were classified as a passive foreign investment
    company will be included as ordinary income in gross income for
    that year. The amount allocated to each prior taxable year will
    be taxed as ordinary income at the highest rate in effect for
    the U.S. holder in that prior year and the tax is subject
    to an interest charge at the rate applicable to deficiencies in
    income taxes; and
    the entire amount of any gain realized upon the sale or other
    disposition of ordinary shares will be treated as an excess
    distribution made in the year of sale or other disposition and
    as a consequence will be treated as ordinary income and to the
    extent allocated to years prior to the year of sale or other
    disposition, will be subject to the interest charge described
    above.      Controlled
    Foreign Corporation
      Information
    Return and Backup Withholding
   32




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Tax
    Consequences to
    Non-U.S.
    Holders
  Distributions
  non-U.S. holder,
  
    you conduct a trade or business in the United States; and
    the dividends are effectively connected with the conduct of that
    trade or business (and, if an applicable income tax treaty so
    requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    income from our ordinary shares, such dividends are attributable
    to a permanent establishment that you maintain in the United
    States).  non-U.S. corporation
  Sale or
    Other Disposition of our Ordinary Shares
  non-U.S. holder,
  
    your gain is effectively connected with a trade or business that
    you conduct in the United States (and, if an applicable income
    tax treaty so requires as a condition for you to be subject to
    U.S. Federal income tax on a net income basis in respect of
    gain from the sale or other disposition of our ordinary shares,
    such gain is attributable to a permanent establishment
    maintained by you in the United States); or
    you are an individual and are present in the United States for
    at least 183 days in the taxable year of the sale or other
    disposition, and either:  
    your gain is attributable to an office or other fixed place of
    business that you maintain in the United States; or
    you have a tax home in the United States.  non-U.S. corporation
  Backup
    Withholding and Information Reporting
    
    you are a corporation or other exempt recipient; or
    you provide a social security number (which, in the case of an
    individual, that is his or her taxpayer identification number)
    and certify that no loss of exemption from backup withholding
    has occurred.  non-U.S. status
 33




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British
    Virgin Islands Taxation
       34




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ITEM 6.
    Selected
    Financial Data          Year Ended January 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Note(5)


Note(5)


Note(5)


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

$
1,621,602


$
1,553,551


$
1,275,440


$
1,113,400


$
929,627Ocean freight forwarding


1,203,643



1,101,129



937,559



826,079



672,641Customs brokerage


109,436



98,031



86,144



80,845



77,466Contract logistics(2)(3)


663,656



618,599



477,307



408,851



282,189Distribution(3)


564,906



624,399



548,499



164,204



142,579Other(3)


380,474



370,545



223,147



181,914



146,265Total revenues


4,543,717



4,366,254



3,548,096



2,775,293



2,250,767Purchased transportation costs:(1)Airfreight forwarding


1,275,569



1,235,010



1,009,064



884,157



731,538Ocean freight forwarding


1,001,275



926,224



790,988



707,733



573,764Customs brokerage


5,987



3,668



2,263



2,451



2,211Contract logistics


94,963



81,656



66,666



62,631



46,305Distribution


404,756



416,059



335,557



52,720



43,010Other


214,827



214,823



127,765



105,152



85,318Total purchased transportation costs


2,997,377



2,877,440



2,332,303



1,814,844



1,482,146Staff costs(4)


844,255



800,891



639,209



543,969



427,003Depreciation and amortization


41,753



39,306



33,060



22,709



19,107Amortization of intangible assets


12,971



9,436



8,005



5,082



1,980Restructuring charges(8)


8,903



8,395











Goodwill impairment(9)


98,932















Intangible assets impairment(6)


11,009















Other operating expenses


505,223



480,308



381,021



289,911



257,950Operating income


23,294



150,478



154,498



98,778



62,581Net (loss)/income

$
(4,637
)

$
98,686


$
103,511


$
53,809


$
33,433 35




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##### Table of Contents



Year Ended January 31,2009


2008


2007


2006


2005(In thousands, except per share amounts)Note(5)


Note(5)


Note(5)


Note(5)Basic (loss)/earnings per ordinary shareContinuing operations

$
(0.12
)

$
0.99


$
1.06


$
0.57


$
0.35Discontinued operations


0.08



0.01











0.01$
(0.04
)

$
1.00


$
1.06


$
0.57


$
0.36Diluted (loss)/earnings per ordinary shareContinuing operations

$
(0.12
)

$
0.99


$
1.04


$
0.55


$
0.35Discontinued operations


0.08















$
(0.04
)

$
0.99


$
1.04


$
0.55


$
0.35Cash dividends paid per ordinary share

$
0.06


$
0.06


$
0.06


$
0.05


$
0.04Number of weighted average shares used for per share
    calculations:Basic shares


99,407



99,113



97,431



94,147



92,203Diluted shares


99,407



100,172



99,562



98,042



95,705BALANCE SHEET DATA:Total assets

$
1,648,686


$
2,074,676


$
1,660,078


$
1,222,305


$
1,057,296Long-term liabilities(7)

$
190,106


$
270,331


$
287,834


$
55,125


$
65,911    (1)
    
    Refer to Note 1, Summary of Significant Accounting
    Policies, to the consolidated financial statements
    included in this annual report for revenue recognition policy.(2)
    
    We acquired International Healthcare Distributors (Pty.)
    Limited, which we refer to as IHD, Unigistix Inc., which we
    refer to as Unigistix, and Span America Holding Company, Inc.
    and Span Manufacturing Limited, which we collectively refer to
    as Span, in June 2004, October 2004 and November 2006,
    respectively. Because of these acquisitions, our contract
    logistics revenues have increased over our historical levels.
    Additional information regarding acquisitions and the impact of
    acquisitions is included in Part II, Item 7 of this
    report appearing under the caption, Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations and in Note 2, Acquisitions, in our
    consolidated financial statements included in this annual report.(3)
    
    During the first quarter of fiscal 2008, as a result of the
    increased proportions of distribution revenue, primarily due to
    the acquisition of Market Transport Services in March 2006, the
    company changed its disclosure of revenues by its principal
    services. As a result, distribution revenues are now separately
    reported. In previous periods, distribution revenues had been
    combined with other revenues. Distribution revenues include our
    North American ground transportation revenues. Additionally, in
    connection with this change, certain related revenues previously
    included in our contract logistics services have been
    reclassified to distribution. There were no changes in
    airfreight forwarding, ocean freight forwarding, and customs
    brokerage revenues. Additional information regarding our segment
    reporting is included in Note 22, Segment
    Reporting, in our consolidated financial statements
    included in this annual report.(4)
    
    Included in total share-based compensation expense recognized
    for the year ended January 31, 2007 was a credit of
    $2.3 million, pre-tax. This included $7.7 million
    related to stock options, $2.7 million related to
    restricted share units and a credit of $12.6 million
    related to the SLi Share-based Compensation Arrangement for the
    year ended January 31, 2007. The total tax impact
    recognized in the consolidated statements of operations for
    share-based compensation for the year ended January 31,
    2007 was a benefit of $2.1 million. Total share-based
    compensation expense recognized for the year ended
    January 31, 2006 was $37.6 million, pre-tax. This
    included $5.2 million related to stock options and
    restricted share units and $32.5 million related to the SLi
    Share-based Compensation Arrangement for the year ended
    January 31, 2006. The total tax impact recognized in the
    consolidated statements of operations for share-based
    compensation for the year ended 36




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##### Table of Contents



January 31, 2006 was a benefit of $0.9 million. Total
    share-based compensation expense recognized for the year ended
    January 31, 2005 was $32.8 million, pre-tax. This
    included $0.6 million related to stock options and
    restricted share units and $32.3 million related to the SLi
    Share-based Compensation Arrangement for the year ended
    January 31, 2005. There was no tax impact recognized in the
    consolidated statements of operations for share-based
    compensation for the year ended January 31, 2005. For
    details regarding the SLi Share-Based Compensation Arrangement,
    refer to Note 15, Share-Based Compensation to
    the consolidated financial statements.(5)
    
    Effective July 31, 2008, the company sold substantially all
    of its art packing, shipping and storing business, consisting of
    the shares of three wholly-owned subsidiaries and one subsidiary
    with 51% ownership interest, as well as the assets of a fine
    arts department of another wholly-owned subsidiary. As of
    January 31, 2009, the net proceeds of $8.7 million
    resulted in a gain on sale of discontinued operations of
    $7.4 million, net of tax. Refer to Note 21,
    Discontinued Operations, in our consolidated
    financial statements included in this annual report.(6)
    
    During the fourth quarter ended January 31, 2009, the
    company performed an evaluation of recoverability of its
    long-lived assets and recorded non-cash charges of
    $7.3 million, and $3.7 million for customer lists and
    a trademark, respectively, in the companys Contract
    Logistics and Distribution segment. These charges were before a
    related combined deferred tax benefit of $3.9 million.(7)
    
    On July 13, 2006, we issued the $200.0 million Senior
    Notes. Additional information regarding the Senior Notes is
    discussed in Part II, Item 7 of this report appearing under
    the caption, Credit Facilities and Senior Notes, and
    in Note 11, Borrowings, in our consolidated
    financial statements included in this annual report.(8)
    
    Refer to Note 9, Restructuring and Impairments,
    in our consolidated financial statements included in this annual
    report.(9)
    
    During the fourth quarter ended January 31, 2009, the
    company recorded a non-cash charge of $98.9 million, before
    a related deferred tax benefit of $11.3 million, for
    impairment of goodwill in the companys Contract Logistics
    and Distribution segment. This charge was recorded as the result
    of volatility and deterioration of the financial markets and
    adverse changes in the global business climate, during the
    second half of the fiscal year-ended January 31, 2009.
    Refer to Note 3, Goodwill and Intangible Assets
    Impairment, in our consolidated financial statements
    included in this annual report.  ITEM 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
      
    Overview
    Discussion of Operating Results
    Liquidity and Capital Resources
    Off-Balance Sheet Arrangements
    Impact of Inflation
    Critical Accounting Estimates  Overview
   37




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##### Table of Contents



Disclosures about Segments of an
    Enterprise and Related Information
  Freight Forwarding Segment.
  pick-up
         38




---



##### Table of Contents



Contract Logistics and Distribution
    Segment.
          CLIENTasONE
    Strategy
  CLIENTasONE , CLIENTasONE
  Effect
    of Foreign Currency Translation on Comparison of
    Results
   39




---



##### Table of Contents



Fiscal
    2010 Cost Reduction Plans
    Fiscal
    2009 Information Technology Cost Reduction Plan and Other Cost
    Reductions
            Fiscal
    2008 Cost Reduction Measures
    
    Exiting our retail distribution business in Africa, the surface
    distribution operation of our integrated logistics business in
    the Americas, and other selected non-performing operations;
    Cancelling various long-term initiatives, such as the
    development of certain industry verticals;
    Reducing the number of aircraft which we charter, primarily on
    the routes from Asia;
    Exiting an unprofitable contract arrangement in connection with
    a contract logistics site in the Americas; and
    Realigning corporate and regional functions in an effort to
    reduce our overhead costs. 40




---



##### Table of Contents




    Employee severance and termination costs of $2.5 million
    and $3.2 million were incurred during the fourth quarter of
    fiscal 2008, and first quarter of fiscal 2009, respectively.
    Asset impairment charges of $3.5 million were incurred
    during the fourth quarter of fiscal 2008. No asset impairment
    charges were incurred during the fiscal year ended 2009.
    Contract termination and other costs of $2.4 million, and
    $2.6 million were incurred during the fourth quarter of
    fiscal 2008, and first quarter of fiscal 2009, respectively.  Termination
    Notice
    Discontinued
    Operations
    Goodwill
    and Intangible Assets Impairment
          Impairment
    of Long-Lived Assets
   41




---



##### Table of Contents



Accounting for the Impairment or
    Disposal of Long-Lived Assets,
    Acquisitions
  time-to-time
  Form 10-K Form 10-K.
    Accounting for Sales of Stock by a
    Subsidiary
 42




---



##### Table of Contents



43




---



##### Table of Contents



Business Combinations No. 95-8, Accounting for Contingent Consideration Paid to the
    Shareholders of an Acquired Enterprise in a Purchase Business
    Combination
  Discussion
    of Operating Results
    Segment
    Operating Results
  Disclosures about Segments of an Enterprise and Related
    Information
   44




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##### Table of Contents



Year Ended January 31,2009


2008Contract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
3,156,039


$
1,387,678


$



$
4,543,717


$
2,927,535


$
1,438,719


$



$
4,366,254Purchased transportation costs


2,438,756



558,621







2,997,377



2,293,861



583,579







2,877,440Staff costs


396,019



439,569



8,667



844,255



337,756



451,123



12,012



800,891Depreciation and amortization


15,605



25,924



224



41,753



13,661



25,352



293



39,306Amortization of intangible assets


3,896



9,075







12,971



863



8,573







9,436Restructuring charges


2,731



3,863



2,309



8,903



912



5,800



1,683



8,395Goodwill impairment






98,932







98,932















Intangible assets impairment






11,009







11,009















Other operating expenses


172,505



314,146



18,572



505,223



149,977



316,839



13,492



480,308Total operating expenses


3,029,512



1,461,139



29,772



4,520,423



2,797,030



1,391,266



27,480



4,215,776Operating income/(loss)

$
126,527


$
(73,461
)

$
(29,772
)

$
23,294


$
130,505


$
47,453


$
(27,480
)

$
150,478   Change to Year Ended January 31, 2009from Year Ended January 31, 2008Amount


PercentageContract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
228,504


$
(51,041
)

$



$
177,463



8
%


(4
)%



%


4
%Purchased transportation costs


144,895



(24,958
)






119,937



6



(4
)






4Staff costs


58,263



(11,554
)


(3,345
)


43,364



17



(3
)


(28
)


5Depreciation and amortization


1,944



572



(69
)


2,447



14



2



(24
)


6Amortization of intangible assets


3,033



502







3,535



351



6







37Restructuring charges


1,819



(1,937
)


626



508



199



33



37



6Goodwill impairment






98,932







98,932















Intangible assets impairment






11,009







11,009















Other operating expenses


22,528



(2,693
)


5,080



24,915



15



(1
)


38



5Total operating expenses


232,482



69,873



2,292



304,647



8



5



8



7Operating (loss)/income

$
(3,978
)

$
(120,914
)

$
(2,292
)

$
(127,184
)


(3
)%


(255
)%


8
%


(85
)%   45




---



##### Table of Contents



Year Ended January 31,2008


2007Contract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
2,927,535


$
1,438,719


$



$
4,366,254


$
2,431,966


$
1,116,130


$



$
3,548,096Purchased transportation costs


2,293,861



583,579







2,877,440



1,896,633



435,670







2,332,303Staff costs


337,756



451,123



12,012



800,891



283,584



348,342



7,283



639,209Depreciation and amortization


13,661



25,352



293



39,306



12,226



20,657



177



33,060Amortization of intangible assets


863



8,573







9,436







8,005







8,005Restructuring charges


912



5,800



1,683



8,395















Other operating expenses


149,977



316,839



13,492



480,308



129,468



243,628



7,925



381,021Total operating expenses


2,797,030



1,391,266



27,480



4,215,776



2,321,911



1,056,302



15,385



3,393,598Operating income/(loss)

$
130,505


$
47,453


$
(27,480
)

$
150,478


$
110,055


$
59,828


$
(15,385
)

$
154,498   Change to Year Ended January 31, 2008from Year Ended January 31, 2007Amount


PercentageContract











ContractLogistics











LogisticsFreight


and








Freight


andForwarding


Distribution


Corporate


Total


Forwarding


Distribution


Corporate


TotalRevenues

$
495,569


$
322,589


$



$
818,158



20
%


29
%



%


23
%Purchased transportation costs


397,228



147,909







545,137



21



34







23Staff costs


54,172



102,781



4,729



161,682



19



30



65



25Depreciation and amortization


1,435



4,695



116



6,246



12



23



66



19Amortization of intangible assets


863



568







1,431







7







18Restructuring charges


912



5,800



1,683



8,395















Other operating expenses


20,509



73,211



5,567



99,287



16



30



70



26Total operating expenses


475,119



334,964



12,095



822,178



20



32



79



24Operating income/(loss)

$
20,450


$
(12,375
)

$
(12,095
)

$
(4,020
)


19
%


(21
)%


79
%


(3
)%   Year Ended January 31,2009


2008


2007Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA

$
1,091,758


$
256,529


$
1,348,287


$
867,768


$
248,602


$
1,116,370


$
687,064


$
149,799


$
836,863Americas


627,824



807,144



1,434,968



595,499



864,353



1,459,852



503,139



674,186



1,177,325Asia Pacific


1,065,565



35,079



1,100,644



1,100,219



32,274



1,132,493



926,917



24,472



951,389Africa


370,892



288,926



659,818



364,049



293,490



657,539



314,846



267,673



582,519Total

$
3,156,039


$
1,387,678


$
4,543,717


$
2,927,535


$
1,438,719


$
4,366,254


$
2,431,966


$
1,116,130


$
3,548,096   46




---



##### Table of Contents



Year Ended January 31,2009


2008


2007Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionNet


Net





Net


Net





Net


NetRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA

$
285,786


$
165,441


$
451,227


$
220,652


$
128,887


$
349,539


$
166,831


$
85,021


$
251,852Americas


166,525



432,058



598,583



162,262



493,291



655,553



144,154



385,871



530,025Asia Pacific


172,883



22,451



195,334



158,722



22,426



181,148



143,061



15,273



158,334Africa


92,089



209,107



301,196



92,038



210,536



302,574



81,287



194,295



275,582Total

$
717,283


$
829,057


$
1,546,340


$
633,674


$
855,140


$
1,488,814


$
535,333


$
680,460


$
1,215,793   Year Ended January 31,2009


2008


2007Revenues:Airfreight forwarding

$
1,621,602


$
1,553,551


$
1,275,440Ocean freight forwarding


1,203,643



1,101,129



937,559Customs brokerage


109,436



98,031



86,144Contract logistics


663,656



618,599



477,307Distribution


564,906



624,399



548,499Other


380,474



370,545



223,147Total

$
4,543,717


$
4,366,254


$
3,548,096Purchased transportation costs:Airfreight forwarding

$
1,275,569


$
1,235,010


$
1,009,064Ocean freight forwarding


1,001,275



926,224



790,988Customs brokerage


5,987



3,668



2,263Contract logistics


94,963



81,656



66,666Distribution


404,756



416,059



335,557Other


214,827



214,823



127,765Total

$
2,997,377


$
2,877,440


$
2,332,303     Year Ended January 31,2009

2008

2007Revenues:Airfreight forwarding


36
%


36
%


36
%Ocean freight forwarding


27



25



27Customs brokerage


2



2



2Contract logistics


15



14



13Distribution


12



14



16Other


8



9



6Total revenues


100



100



100 47




---



##### Table of Contents



Year Ended January 31,2009

2008

2007Purchased transportation costs:Airfreight forwarding


28
%


28
%


28
%Ocean freight forwarding


22



21



22Customs brokerage


*



*



*Contract logistics


2



2



2Distribution


9



10



10Other


5



5



4Total purchased transportation costs


66



66



66Staff costs


19



18



18Depreciation and amortization


1



1



1Amortization of intangible assets


*



*



*Restructuring charges


*



*



*Goodwill impairment


2



*



*Intangible assets impairment


*



*



*Other operating expenses


11



12



11Total operating expenses


99



97



96Operating income, net


1



3



4Interest income


*



*



*Interest expense


(1
)


(1
)


(1
)Other income, net


*



*



*Pretax income


*



3



4Provision for income taxes


*



1



1Minority interests


*



*



*Income/(loss) from continuing operations


*



2



3Discontinued operations:Operating income, net of taxes


*



*



*Gain on sale, net of taxes


*



*



*Net income/(loss)


*
%


2
%


3
%    *
    
    Less than one percent.  Year
    Ended January 31, 2009 Compared to Year Ended
    January 31, 2008
     48




---



##### Table of Contents



year-over-year
           49




---



##### Table of Contents



50




---



##### Table of Contents



and/or and/or
          Year
    Ended January 31, 2008 Compared to Year Ended
    January 31, 2007
   51




---



##### Table of Contents



52




---



##### Table of Contents



and/or and/or
      Liquidity
    and Capital Resources
     53




---



##### Table of Contents



4asOne
    
    Effective November 17, 2006, we acquired Span America
    Holding Company, Inc. and Span Manufacturing Limited, which we
    collectively refer to as Span. In addition to the initial
    acquisition payment for Span, the terms of the acquisition
    agreement provided for an additional payment of up to a maximum
    of $28.0 million, based on the performance of Span for the
    twelve-month period ended January 31, 2008. We made the
    final earn-out payment of $27.2 million in May 2008.
    We made a payment of $0.3 million in March 2008 for the
    last contingent earn-out payment related to our acquisition of
    ET Logistics, S.L., which was calculated based on the
    performance of the acquired operation for the fiscal year ended
    January 31, 2008.
    Our last remaining earn-out payment relating to the acquisition
    of Perfect Logistics will be based on the acquired
    operations earnings over the twelve-month period ending
    May 31, 2009, and is subject to a maximum U.S. dollar
    equivalent of approximately $4.6 million as of
    January 31, 2009. We do not expect to make any further
    payments in regard to this earn-out.
    We anticipate making one further contingent earn-out payment
    subject to a maximum of $4.2 million related to our
    acquisition of Concentrek, which will be calculated based on a
    multiple of Concentreks earnings for the twelve-month
    period ending January 31, 2010. We do not anticipate making
    a payment for the twelve month period ended January 31,
    2009 and we made a payment in the amount of $2.1 million in
    June 2008 relating to the twelve month period ended
    January 31, 2008.
    One remaining contingent earn-out payment related to our
    acquisition of Logica GmbH will be calculated based on a
    multiple of the acquired operations earnings for the
    twelve-month period ending January 31, 2010. This earn-out
    payment is subject to a maximum of 10.0 million Euros in
    the aggregate (equivalent to approximately $12.8 million as
    of January 31, 2009). We will not make an earn-out payment
    for the twelve month period ended January 31, 2009.
    We anticipate making three contingent earn-out payments related
    to our acquisition of Cargoforte, subject to a maximum of
    $19.6 million in the aggregate, which earn-out payments
    will be offset against the initial purchase price of
    $1.0 million and will be calculated based on a multiple of
    the acquired operations future earnings for each of the three
    twelve month periods ending January 31, 2011. We made a
    payment in the 54




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##### Table of Contents



amount of $0.4 million in July 2008 relating to the twelve
    month period ended January 31, 2008 and expect to make a
    payment of $0.7 million in July 2009, relating to the
    twelve month period ended January 31, 2009.  
    We anticipate making two contingent earn-out payments related to
    our acquisition of UTi Pharma Slovakia, s.r.o. These payments
    are subject to a maximum of $3.0 million in the aggregate
    and are to be calculated based on a multiple of the acquired
    operations earnings for each of the two year periods
    ending January 31, 2010 and January 31, 2012.
    The remaining $0.9 million paid during the course of the
    year comprised of individually insignificant earn-out payments
    related to past acquisitions.      Credit
    Facilities and Senior Notes
           55




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##### Table of Contents



56




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##### Table of Contents



Contractual
    Obligations
    Payments Due by PeriodLess Than


1-3


4-5


After 5Total


1 Year


Years


Years


YearsBank borrowings(1)

$
152,989


$
152,989


$



$



$
Long-term borrowings(2)


127,410







112,602



14,697



111Capital lease obligations(2)


42,304



18,045



18,150



5,348



761Pension funding obligations


14,338



1,214



1,991



3,235



7,898Operating lease obligations


362,801



99,270



132,547



66,939



64,045Unconditional purchase obligations and other(3)


2,777



2,777











Total

$
702,619


$
274,295


$
265,290


$
90,219


$
72,815    (1)
    
    Includes estimated interest expense based on the variable
    interest rates on these obligations.(2)
    
    Includes interest expense due to the fixed nature of interest
    rates on these obligations.(3)
    
    The company enters into short-term agreements with carriers to
    reserve space on a guaranteed basis. The pricing of these
    obligations is dependent upon current market conditions. The
    company typically does not pay for space which remains unused.
    The total committed obligation for these contracts as of
    January 31, 2009 was $2.8 million. The remaining
    amount represents commitments to purchase capital equipment.     57




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##### Table of Contents



Call
    Options
      Put
    Options
    Off-Balance
    Sheet Arrangements
    Impact of
    Inflation
    Critical
    Accounting Estimates
   58




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##### Table of Contents



Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
    Income
    Taxes
        Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109 Accounting for Contingencies
  Allowance
    for Doubtful Receivables
   59




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##### Table of Contents



Business
    Combinations
    Goodwill
    and Other Intangible Assets
          Share-Based
    Compensation
  Share-Based Payment
    Contingencies
   60




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##### Table of Contents



Currency
    Translation
      Recent
    Accounting Pronouncements
  No. 08-8 Accounting for an Instrument (or an Embedded Feature) with a
    Settlement Amount that is based on the Stock of an Entitys
    Consolidated Subsidiary EITF 08-8 EITF 08-8 EITF 08-8
  No. 08-6 Equity-Method Investment Accounting. EITF 08-6 other-than-temporary EITF 08-6 EITF 08-6
  No. 08-3 Accounting by Lessees for Nonrefundable Maintenance Deposits
    Under Lease Arrangements EITF 08-3 EITF 08-3 EITF 08-3
  The
    Hierarchy of Generally Accepted Accounting Principles
  142-3, Determination of the Useful Life of Intangible Assets FSP 142-3 FSP 142-3
 61




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##### Table of Contents



Disclosures about Derivative Instruments and Hedging
    Activities; An amendment of FASB Statement No. 133 Accounting for
    Derivative Instruments and Hedging Activities.
  Noncontrolling Interests in Consolidated Financial
    Statements  An amendment of Accounting Research
    Bulletin (ARB) No. 51 Consolidated Financial Statements,
  Business Combinations
  No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards EITF 06-11 states EITF 06-11 EITF 06-11
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  FSP 157-1,
 62




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##### Table of Contents



Reclassifications
  Disclosures about Segments of an Enterprise and Related
    Information,
  ITEM 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Quantitative
    Information about Market Risk
  Foreign
    Currency Exchange Rate Sensitivity
        Foreign ExchangeGain/(Loss)Net


if Functional CurrencyExposure


Appreciates


DepreciatesAssets


Liabilities


Long/(Short)


by 10%


by 10%At January 31, 2009:U.S. dollars

$
76,727


$
69,246


$
7,481


$
748


$
(748
)Euros


5,594



14,866



(9,272
)


(927
)


927British pounds sterling


2,068



2,435



(367
)


(37
)


37Hong Kong dollars


859



864



(5
)


(1
)


1Other


1,801



28,474



(26,673
)


(2,667
)


2,667Total

$
87,049


$
115,885


$
(28,836
)

$
(2,884
)

$
2,884At January 31, 2008:U.S. dollars

$
128,089


$
76,092


$
51,997


$
5,200


$
(5,200
)Euros


7,015



22,903



(15,888
)


(1,589
)


1,589British pounds sterling


10,596



10,350



246



25



(25
)Hong Kong dollars


1,796



1,354



442



44



(44
)Other


4,272



8,593



(4,321
)


(432
)


432Total

$
151,768


$
119,292


$
32,476


$
3,248


$
(3,248
)  63




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##### Table of Contents



Qualitative
    Information about Market Risk
  Foreign
    Exchange Risk
          Interest
    Rate Risk
      ITEM 8.
    Financial
    Statements and Supplementary Data  Consolidated
    Statements and Other Financial Information
  page F-3
  ITEM 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   64




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##### Table of Contents



ITEM 9A.
    Controls
    and Procedures  Managements
    Evaluation of Disclosure Controls and Procedures
    Managements
    Annual Report on Internal Control over Financial Reporting;
    Attetestation Report
  page F-2,
  Changes
    in Internal Control over Financial Reporting
  Form 10-K
  Remediation
    of Previously Reported Material Weaknesses in Internal Control
    over Financial Reporting
  Form 10-K Accounting for Contingencies Accounting for Uncertainty in Income Taxes
  
    Engaged qualified, external tax advisors during the fourth
    quarter of fiscal 2009, to assist in the performance of a timely
    and detailed review over the consolidated analysis of the
    provision for income taxes, and to review management assumptions
    regarding uncertain tax positions. These professionals were
    supervised by the Controller.
    Hired an experienced tax professional to oversee the preparation
    and review of the tax provision computations in the United
    States.
    Implemented tax preparation software in the United States tax
    jurisdiction. The new software offered enhanced functionality
    including automation of key elements of the provision
    computation and the account reconciliation.
    Formalized certain transfer pricing procedures, including
    procedures to ensure the consistency and accuracy of amounts
    recorded.    Form 10-K
 65




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##### Table of Contents




    Hired additional personnel with substantive accounting/finance
    knowledge and experience to participate in the financial
    reporting process.
    Revisited and improved the review process for consolidation
    journals and non-routine transactions.
    Implemented certain changes to the consolidation process to
    automate foreign currency translation and to identify recurring
    versus non-recurring entries and permit greater review of
    non-standard, non-recurring journal entries.
    Published an accounting policies and procedures manual during
    the fourth quarter of fiscal 2009, designed to strengthen the
    accounting and financial reporting process and provide further
    guidance to accounting field personnel.    ITEM 9B.
    Other
    Information   PART III  ITEM 10.
    Directors
    and Executive Officers and Corporate Governance      Form 10-K.
  ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   66




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##### Table of Contents



Securities
    Authorized for Issuance under Equity Compensation
    Plans
    (a)



(c)Number of



Number of SecuritiesSecurities to be

(b)

Remaining AvailableIssued upon

Weighted-Average

for Future IssuanceExercise of

Exercise Price of

under EquityOutstanding

Outstanding

Compensation PlansOptions, Warrants

Options, Warrants,

(Excluding Securitiesand Rights

and Rights

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


4,901,027
(1)(2)

$
16.04



2,879,599
(3)Equity compensation plans not approved by security holders










Total


4,901,027


$
16.04



2,879,599    (1)
    
    Of these shares, 13,180 are restricted share units granted
    pursuant to the 2004 Non-Employee Directors Share Incentive
    Plan. In addition, 1,300,284 are restricted share units granted
    as retention awards, which we refer to as the Retention Awards,
    under our 2004 Long-Term Incentive Plan. The Retention Awards
    consist of restricted share units, which entitle the holder to
    have shares issued to him or her upon the passage of time. Under
    the Retention Awards, a portion of the award may vest annually
    over time or, alternatively, the award will vest in full at the
    end of the required retention period. Restricted share units
    granted under the 2004 Non-Employee Directors Share Incentive
    Plan generally vest and become non-forfeitable on the date
    immediately preceding the annual meeting of shareholders which
    follows the grant date of the restricted share units, provided
    that the director receiving such restricted share units is then
    serving as a director on such date. Receipt of such shares may
    be deferred under the terms of the plan.(2)
    
    Of these shares, 1,461,418 shares are subject to options
    pursuant to which the exercise price was above the closing
    market price of our ordinary shares as of January 31, 2009.
    No performance-based restricted share units are included in the
    table as such awards were no longer capable of vesting as of
    January 31, 2009.(3)
    
    The restricted share units identified in Footnote 1 are not
    included in column (c).  ITEM 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    ITEM 14.
    Principal
    Accountant Fees and Services   67




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##### Table of Contents



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

Description3
.1

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

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

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

Amendment to Employment Agreement between Mr. Wessels and
    the company, dated as of May 5, 2008 (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2008)10
.3+

Second Amended and Restated Employment Agreement between
    Mr. MacFarlane and the company, dated as of
    December 31, 2007 (incorporated by reference to
    Exhibit 10.2 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.4+

Amendment to Employment Agreement between Mr. MacFarlane
    and the company, dated as of May 5, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2008)10
.5

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

Loan Agreement, entered into December 6, 2004, between
    Pyramid Freight (Proprietary) Limited and UTi South Africa
    (Proprietary) Limited (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.7

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

Sale of Business Agreement, entered into December 6, 2004,
    between Pyramid Freight Proprietary) Limited and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.9+

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

Amended and Restated Employment Agreement of Mr. John
    Hextall, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.11+

Amended and Restated Employment Agreement of Mr. Gene Ochi,
    dated as of May 1, 2008 (incorporated by reference to
    Exhibit 10.3 to the companys Quarterly Report on
    Form 10-Q,
    filed December 10, 2008)10
.12+

Amended and Restated Employment Agreement of Mr. Lawrence
    Samuels, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.4 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.13+

Amended and Restated Employment Agreement of Mr. William
    Gates, dated as of October 1, 200810
.14+

Letter Agreement between Mr. William Gates and the company,
    dated as of October 1, 2008 68




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##### Table of Contents



Exhibit

Description10
.15+

Form of Employment Agreement for Executive Officers
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed December 10, 2008)10
.16+

Employment Agreement of Mr. Eric Kirchner, dated as of
    January 1, 2009 (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 5, 2009)10
.17+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.19+

2000 Stock Option Plan, as amended (incorporated by reference to
    Exhibit 10.3 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.20+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.21+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006)10
.22+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.23+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.24+

Norwich Union Cash Plus Individual Pension Plan Policy for
    Mr. John Hextall (incorporated by reference to
    Exhibit 10.10 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.25+

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

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.27

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

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

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.30+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Stock Option Award Agreement, as amended
    (incorporated by reference to Exhibit 10.6 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.31+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as amended
    (incorporated by reference to Exhibit 10.5 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.32+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated (incorporated by reference to Exhibit 10.7 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.33+

Form of UTi Worldwide Inc. Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award
    Agreement and Section 83(b) Election Form, as amended
    (incorporated by reference to Exhibit 10.8 to the
    companys Quarterly Report on
    Form 10-Q,
    field June 9, 2008)10
.34+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.9 to the companys
    Quarterly Report on
    Form 10-Q,
    filed June 9, 2008) 69




---



##### Table of Contents



Exhibit

Description10
.35+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.10 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.36+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.11 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.37+

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 16, 2007)10
.38+

Form of Change of Control Agreement (incorporated by reference
    to Exhibit 10.39 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.39

Amendment to Note Purchase Agreement, dated as of
    October 11, 2006, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.40
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.40

Amendment to Credit Facility, dated as of October 11, 2006,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility (incorporated by reference to Exhibit 10.41
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.41

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.42
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.42

Amendment to Credit Facility, dated as of December 7, 2007,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility (incorporated by reference to Exhibit 10.43
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.43

Waiver to Credit Facility, dated as of March 28, 2008, by
    and between UTi Worldwide Inc. for itself and its subsidiaries
    party to the Credit Facility and ABN Amro Bank N.V. as agent for
    the various financial institutions party to the Credit Facility
    (incorporated by reference to Exhibit 10.44 to the
    companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.44

Amendment and waiver to Credit Facility, dated as of
    April 10, 2008, by and between UTi Worldwide Inc. for
    itself and its subsidiaries party to the Credit Facility and ABN
    Amro Bank N.V. as agent for the various financial institutions
    party to the Credit Facility (incorporated by reference to
    Exhibit 10.45 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

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

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

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

Certification of Chief Financial Officer pursuant to
    Section 18 U.S.C. Section 1350, as adopted
    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    *
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a request for confidential treatment. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.+
    
    Management contract or compensatory arrangement. 70




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##### Table of Contents



SIGNATURES      By:
    /s/  Eric
    W. Kirchner   Chief Executive Officer
   71




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##### Table of Contents



SIGNATURES
      Date: April 1, 2009

By: /s/  Eric
    W.
    KirchnerEric
    W. KirchnerChief Executive OfficerDate: April 1, 2009

By: /s/  Lawrence
    R. SamuelsLawrence
    R. SamuelsExecutive Vice President  Finance and Chief
    Financial Officer (Principal Financial Officer and Principal
    Accounting Officer)Date: April 1, 2009

By: /s/  Roger
    I.
    MacFarlaneRoger
    I. MacFarlaneChairman of the Board of DirectorsDate: April 1, 2009

By: /s/  Matthys
    J.
    WesselsMatthys
    J. WesselsDirectorDate: April 1, 2009

By: /s/  Brian
    D.
    BelchersBrian
    D. BelchersDirectorDate: April 1, 2009

By: /s/  C.
    John Langley,
    Jr.C.
    John Langley, Jr.DirectorDate: April 1, 2009

By: /s/  Leon
    J.
    LevelLeon
    J. LevelDirectorDate: April 1, 2009

By: /s/  Allan
    M.
    RosenzweigAllan
    M. RosenzweigDirector  72




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##### Table of Contents



UTi
    WORLDWIDE INC.



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


F-2Reports of Independent Registered Public
    Accounting Firm


F-3Consolidated Statements of Operations for the
    years ended January 31, 2009, 2008 and 2007


F-5Consolidated Balance Sheets as of
    January 31, 2009 and 2008


F-6Consolidated Statements of Changes in
    Shareholders Equity for the years ended January 31,
    2009, 2008 and 2007


F-7Consolidated Statements of Cash Flows for the
    years ended January 31, 2009, 2008 and 2007


F-8Notes to the Consolidated Financial Statements


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


F-54  F-1




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##### Table of Contents



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




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated Framework
        Internal Control  Integrated Framework
  Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109.
  Deloitte &
    Touche LLP
    F-3




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     page F-1.
      Accounting for Uncertainty in
    Income Taxes  an interpretation of FASB Statement
    No. 109.
  Internal Control  Integrated Framework
  Deloitte &
    Touche LLP
    F-4




---



##### Table of Contents



UTi
    WORLDWIDE INC.



CONSOLIDATED
    STATEMENTS OF OPERATIONS

For the
    years ended January 31, 2009, 2008 and 2007  Year Ended January 31,2009


2008


2007(In thousands, except share andper share amounts)Revenues

$
4,543,717


$
4,366,254


$
3,548,096Purchased transportation costs


2,997,377



2,877,440



2,332,303Staff costs


844,255



800,891



639,209Depreciation and amortization


41,753



39,306



33,060Amortization of intangible assets


12,971



9,436



8,005Restructuring charges


8,903



8,395



Goodwill impairment


98,932







Intangible assets impairment


11,009







Other operating expenses


505,223



480,308



381,021Operating income


23,294



150,478



154,498Interest income


13,317



10,880



8,098Interest expense


(30,560
)


(26,804
)


(23,376
)Other income/(expense), net


1,437



4,726



(565
)Pretax income


7,488



139,280



138,655Provision for income taxes


17,512



38,161



31,542(Loss)/income before minority interests


(10,024
)


101,119



107,113Minority interests


(2,161
)


(2,905
)


(3,812
)(Loss)/income from continuing operations


(12,185
)


98,214



103,301Discontinued operations:Operating income, net of tax


144



472



210Gain on sale, net of tax


7,404







Net (loss)/income

$
(4,637
)

$
98,686


$
103,511Basic (loss)/earnings per share:Continuing operations

$
(0.12
)

$
0.99


$
1.06Discontinued operations


0.08



0.01



$
(0.04
)

$
1.00


$
1.06Diluted (loss)/earnings per share:Continuing operations

$
(0.12
)

$
0.99


$
1.04Discontinued operations


0.08







$
(0.04
)

$
0.99


$
1.04Number of weighted average shares used for per share
    calculations:Basic shares


99,406,664



99,112,752



97,431,383Diluted shares


99,406,664



100,171,805



99,561,963   The consolidated statements of operations include the
    activities of discontinued operations.
  See accompanying notes to the consolidated financial
    statements.
 F-5




---



##### Table of Contents



UTi
    WORLDWIDE INC.



CONSOLIDATED
    BALANCE SHEETS

As of
    January 31, 2009 and 2008  January 31,2009


2008(In thousands, exceptshare amounts)ASSETSCash and cash equivalents

$
256,869


$
289,141Trade receivables (net of allowance for doubtful accounts of
    $15,118 and $16,356 as of January 31, 2009 and 2008,
    respectively)


645,275



865,019Deferred income tax assets


19,192



18,768Other current assets


79,869



79,207Total current assets


1,001,205



1,252,135Property, plant and equipment, net


163,441



154,123Goodwill


372,850



537,429Other intangible assets, net


69,841



80,432Investments


2,940



2,765Deferred income tax assets


23,831



17,311Other non-current assets


14,578



30,481Total assets

$
1,648,686


$
2,074,676LIABILITIES & SHAREHOLDERS EQUITYBank lines of credit

$
69,978


$
113,199Short-term bank borrowings


6,899



5,913Current portion of long-term bank borrowings


66,666



33,333Current portion of capital lease obligations


15,878



21,701Trade payables and other accrued liabilities


593,271



817,058Income taxes payable


10,425



12,622Deferred income tax liabilities


2,493



5,030Total current liabilities


765,610



1,008,856Long-term bank borrowings


115,747



178,047Capital lease obligations


20,754



30,612Deferred income tax liabilities


27,542



38,063Retirement fund obligations


6,947



4,287Other non-current liabilities


19,116



19,322Minority interests


16,224



21,289Commitments and contingenciesShareholders equity:Non-voting variable rate participating cumulative convertible
    preference shares of no par value:Class A  authorized 50,000,000; none issued






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






Common stock  authorized 500,000,000 ordinary shares
    of no par value; issued and outstanding 99,901,907 and
    99,414,963 shares as of January 31, 2009 and 2008,
    respectively


450,553



435,355Retained earnings


338,461



349,237Accumulated other comprehensive loss


(112,268
)


(10,392
)Total shareholders equity


676,746



774,200Total liabilities and shareholders equity

$
1,648,686


$
2,074,676   See accompanying notes to the consolidated financial
    statements.
 F-6




---



##### Table of Contents



UTi
    WORLDWIDE INC.



CONSOLIDATED
    STATEMENTS OF SHAREHOLDERS EQUITY

AND COMPREHENSIVE INCOME

For the years ended January 31, 2009, 2008 and 2007  DeferredCompensation





AccumulatedRelated to





OtherCommon Stock


Restricted


Retained


ComprehensiveShares


Amount


Share Units


Earnings


Loss


Total(In thousands, except share data)Balance at January 31, 2006


95,208,066


$
368,159


$
(8,324
)

$
161,030


$
(26,629
)

$
494,236Comprehensive income:Net income














103,511







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


















48



48Foreign currency translation adjustment


















(17,015
)


(17,015
)Total comprehensive income






















86,544Shares issued


1,561,157



36,084















36,084Stock options exercised


1,863,955



11,631















11,631Share-based compensation costs






10,058















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


















(4,377
)


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






(8,324
)


8,324











Tax benefit related to exercise of stock options






1,503















1,503Dividends














(5,796
)






(5,796
)Balance at January 31, 2007


98,633,178


$
419,111


$



$
258,745


$
(47,973
)

$
629,883Comprehensive income:Net income














98,686







98,686Minimum pension liability adjustment (net of tax of $2,522)


















4,491



4,491Foreign currency translation adjustment


















33,090



33,090Total comprehensive income






















136,267Shares issued


327,929



1,631















1,631Stock options exercised


453,856



4,084















4,084Share-based compensation costs






9,758















9,758Tax benefit related to exercise of stock options






771















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














(2,112
)






(2,112
)Dividends














(6,082
)






(6,082
)Balance at January 31, 2008


99,414,963


$
435,355


$



$
349,237


$
(10,392
)

$
774,200Comprehensive loss:Net loss














(4,637
)






(4,637
)Changes in unamortized benefit plan costs (net of tax of $2,305)


















(3,355
)


(3,355
)Foreign currency translation adjustment


















(98,521
)


(98,521
)Total comprehensive loss






















(106,513
)Shares issued


109,501



1,093















1,093Stock options exercised


377,443



3,617















3,617Share-based compensation costs






10,024















10,024Tax benefit related to exercise of stock options






464















464Dividends














(6,139
)






(6,139
)Balance at January 31, 2009


99,901,907


$
450,553


$



$
338,461


$
(112,268
)

$
676,746   See accompanying notes to the consolidated financial
    statements.
 F-7




---



##### Table of Contents



UTi
    WORLDWIDE INC.



CONSOLIDATED
    STATEMENTS OF CASH FLOWS

For the
    years ended January 31, 2009, 2008 and 2007  Year Ended January 31,2009


2008


2007(In thousands)OPERATING ACTIVITIES:Net (loss)/income

$
(4,637
)

$
98,686


$
103,511Adjustments to reconcile net (loss)/income to net cash provided
    by operating activities:Share-based compensation costs/(benefits), net


10,024



9,758



(2,280
)Depreciation and amortization


41,979



39,687



33,422Amortization of intangible assets


12,971



9,436



8,005Restructuring charges


2,867



8,395



Goodwill and intangible assets impairment


109,941







Deferred income taxes


(16,081
)


(1,703
)


(5,077
)Uncertain tax positions


(1,761
)


401



Gain on sales of subsidiaries and subsidiary shares


(7,404
)


(3,156
)


Tax benefit relating to exercise of stock options


868



1,737



1,811Excess tax benefits from share-based compensation


(464
)


(771
)


(1,503
)Gain on disposal of property, plant and equipment


(1,393
)


(63
)


(1,154
)Minority interest and other


3,802



493



4,102Changes in operating assets and liabilities, net of
    acquisitions
    Decrease/(increase) in trade receivables


79,287



(157,561
)


(94,525
)Increase in other current assets


(12,055
)


(7,045
)


(11,378
)(Decrease)/increase in trade payables


(64,074
)


79,116



71,240(Decrease)/increase in accrued liabilities and other


(3,414
)


29,308



22,025Net cash provided by operating activities


150,456



106,718



128,199INVESTING ACTIVITIES:Purchases of property, plant and equipment


(46,422
)


(31,704
)


(27,185
)Proceeds from disposal of property, plant and equipment


4,519



3,863



5,856Proceeds from sale of subsidiary, net


8,707







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


2,937



(13,059
)


871Acquisitions and contingent earn-out payments


(30,870
)


(67,566
)


(231,077
)Other


(1,009
)


(1,577
)


(2,112
)Net cash used in investing activities


(62,138
)


(110,043
)


(253,647
)FINANCING ACTIVITIES:(Decrease)/increase in borrowings under bank lines of credit


(25,003
)


25,506



(20,195
)Increase/(decrease) in short-term borrowings


1,777



1,577



(1,896
)Proceeds from issuance of long-term borrowings


5,667







348,177Repayment of long-term borrowings


(34,143
)


(1,064
)


(152,208
)Repayment of capital lease obligations


(23,388
)


(19,907
)


(10,577
)Dividends paid to minority interests


(567
)






(808
)Net proceeds from the issuance of ordinary shares


4,709



5,715



12,191Excess tax benefits from share-based compensation


464



771



1,503Dividends paid


(6,139
)


(5,969
)


(5,775
)Net cash (used in)/provided by financing activities


(76,623
)


6,629



170,412Effect of foreign exchange rate changes on cash and cash
    equivalents


(43,967
)


7,429



(13,066
)Net (decrease)/increase in cash and cash equivalents


(32,272
)


10,733



31,898Cash and cash equivalents at beginning of year


289,141



278,408



246,510Cash and cash equivalents at end of the year

$
256,869


$
289,141


$
278,408   See accompanying notes to the consolidated financial
    statements.
 F-8




---



##### Table of Contents



UTi
    WORLDWIDE INC.



NOTES TO
    THE CONSOLIDATED FINANCIAL STATEMENTS

For the
    years ended January 31, 2009, 2008 and 2007  1.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
        Use of
    Estimates
    Foreign
    Currency Translation
    Revenue
    Recognition
  No. 91-9, Revenue and Expense Recognition for Freight Services in
    Process
 F-9




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    No. 99-19, Reporting Revenue Gross as a Principal versus Net as an
    Agent
    Income
    Taxes
    Accounting for
    Uncertainty in Income Taxes  an interpretation of
    FASB Statement No. 109
      Segment
    Reporting
   F-10




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  Disclosures about Segments of an Enterprise and Related
    Information
  Share-Based
    Compensation
  Share-Based Payment
    Cash
    and Cash Equivalents
    Concentration
    of Credit Risks
    Trade
    Receivables
    Allowance
    for Doubtful Accounts
   F-11




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    Property,
    Plant and Equipment
    YearsBuildings and leasehold improvements


10-40Computer equipment and software


3-5Furniture, fixtures and equipment


3-10Vehicles


3-10   98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use
    Long-Lived
    Assets
  Accounting for the Impairment or
    Disposal of Long-Lived Assets,
  Business
    Combinations
  Business
    Combinations, No. 95-8, 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
 F-12




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
      Investments
    Call
    Options
      Put
    Options
    Retirement
    Benefit Costs
   F-13




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
      Fair
    Values of Financial Instruments
        Gain
    on Sale of Subsidiary Stock
  Accounting for
    Sales of Stock of a Subsidiary
  Risk
    Management
       F-14




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    Contingencies
  Accounting for Contingencies
    Stock
    Split
  three-for-one
  Recent
    Accounting Pronouncements
  No. 08-8 Accounting for an Instrument (for an Embedded Feature) with a
    Settlement Amount that is based on the Stock of an Entitys
    Consolidated Subsidiary. EITF 08-8 EITF 08-8 EITF 08-8
  No. 08-6 Equity-Method Investment Accounting. EITF 08-6 other-than-temporary EITF 08-6 EITF 08-6
  No. 08-3 Accounting by Lessees for Nonrefundable Maintenance Deposits
    Under Lease Arrangements EITF 08-3 EITF 08-3 EITF 08-3
  The
    Hierarchy of Generally Accepted Accounting Principles
 F-15




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    142-3, Determination of the Useful Life of Intangible Assets FSP 142-3 FSP 142-3
  Disclosures about Derivative Instruments and Hedging
    Activities; An amendment of FASB Statement No. 133 Accounting for
    Derivative Instruments and Hedging Activities.
  Noncontrolling Interests in Consolidated Financial
    Statements  An amendment of Accounting Research
    Bulletin (ARB) No. 51 Consolidated Financial Statements,
  Business Combinations
  No. 06-11, Accounting for Income Tax Benefits of Dividends on
    Share-Based Payment Awards. EITF 06-11 states EITF 06-11 EITF 06-11
 F-16




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Fair Value Measurements FSP 157-1,
  Reclassifications
    2.
    Acquisitions    For
    the Year Ended January 31, 2009
    For
    the Year Ended January 31, 2008
   F-17




---



##### Table of Contents



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

$
8,704Deferred income taxes


5,988Property, plant and equipment


2,314Client contracts and relationships and other intangible assets


32,120Goodwill


30,849Total assets acquired


79,975Liabilities assumed


(24,241
)Deferred income taxes


(9,138
)Net assets acquired

$
46,596      F-18




---



##### Table of Contents



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

$
12,761Property, plant and equipment


645Client contracts and relationships and other intangible assets


9,030Goodwill


2,723Total assets acquired


25,159Liabilities assumed


(17,666
)Deferred income taxes


(2,316
)Net assets acquired

$
5,177     For
    the Year Ended January 31, 2007
       F-19




---



##### Table of Contents



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

$
55,635Property, plant and equipment


27,936Client contracts and relationships and other intangible assets


27,930Goodwill


132,714Other long-term assets


12,866Total assets acquired


257,081Liabilities assumed


(40,309
)Deferred income taxes


(19,672
)Net assets acquired

$
197,100     3.
    Goodwill
    and Intangible Assets Impairment     F-20




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  4.
    Income
    Taxes    Federal


State


Foreign


TotalYear ended January 31, 2009:Current

$
19,734


$
2,457


$
8,148


$
30,339Deferred


(13,157
)


(1,517
)


1,847



(12,827
)$
6,577


$
940


$
9,995


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

$
7,033


$
216


$
36,804


$
44,053Deferred


906



610



(7,408
)


(5,892
)$
7,939


$
826


$
29,396


$
38,161Year ended January 31, 2007:Current

$
3,518


$
1,704


$
31,872


$
37,094Deferred


1,906



28



(7,486
)


(5,552
)$
5,424


$
1,732


$
24,386


$
31,542     Year Ended January 31,2009


2008


2007Pre-tax income from continuing operations

$
7,488


$
139,280


$
138,655Statutory income tax rate for the Company(1)










Foreign income tax differential


(10,723
)


35,642



33,746Goodwill and intangible assets impairment


24,530







SLi Share-based compensation arrangement










(4,311
)Non-deductible expenses


3,295



1,400



1,113Change in valuation allowance


(1,242
)


6,299



139Other


1,652



(5,180
)


855Provision for income taxes

$
17,512


$
38,161


$
31,542   Year Ended January 31,2009

2008

2007Statutory income tax rate for the Company(1)



%



%


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


(143.2
)


25.6



24.4Goodwill and intangible assets impairment


327.6







SLi Share-based Compensation Arrangement










(3.1
)Non-deductible expenses


44.0



1.0



0.8Change in valuation allowance


(16.6
)


4.5



0.1Other


22.1



(3.7
)


0.6Effective income tax rate


233.9
%


27.4
%


22.8
%     (1)
    
    The statutory income tax rate in the British Virgin Islands,
    where the Company is incorporated, is nil. F-21




---



##### Table of Contents



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


2008Gross deferred income tax assets:Allowance for doubtful accounts

$
3,326


$
4,652Provisions not currently deductible


15,651



15,259Property, plant and equipment


388



1,517Net operating loss carryforwards


21,313



19,733Other


18,972



9,799Total gross deferred income tax assets


59,650



50,960Gross deferred income tax liabilities:Property, plant and equipment


(5,786
)


(5,286
)Retirement benefit obligations


(644
)


(876
)Goodwill and intangible assets


(24,598
)


(34,589
)Other


(4,853
)


(5,200
)Total gross deferred income tax liabilities


(35,881
)


(45,951
)Valuation allowance


(10,781
)


(12,023
)Net deferred income tax asset/(liability)

$
12,988


$
(7,014
)      F-22




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
      5.
    Uncertain
    Tax Positions    Year Ended


Year EndedJanuary 31, 2009


January 31, 2008Uncertain





UncertainTax





TaxPositions


Interest


Positions


InterestBalance at beginning of the year

$
9,944


$
1,194


$



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










5,058



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










3,158



248Increase for tax positions taken during the current year


333







2,023



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


(339
)






(295
)


(96
)Lapses and settlements


(2,034
)


(347
)






Interest






696







136Foreign currency translation


(821
)


(97
)






Balance at end of the year

$
7,083


$
1,446


$
9,944


$
1,194     (1)
    
    The increase at adoption includes an increase to other current
    receivables of $1,294 for amounts due to the Company through
    acquisition-related indemnification of such matters which was
    accounted for as an increase to the February 1, 2007
    balance of retained earnings.   F-23




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  6.
    Earnings
    per Share    Year Ended January 31,2009


2008


2007Basic (loss)/earnings per share:(Loss)/income from continuing operations

$
(12,185
)

$
98,214


$
103,301Discontinued operations


7,548



472



210Net (loss)/income

$
(4,637
)

$
98,686


$
103,511Weighted average number of ordinary shares


99,406,664



99,112,752



97,431,383Basic (loss)/earnings per shareContinuing operations

$
(0.12
)

$
0.99


$
1.06Discontinued operations


0.08



0.01



$
(0.04
)

$
1.00


$
1.06Diluted (loss)/earnings per share:(Loss)/income from continuing operations

$
(12,185
)

$
98,214


$
103,301Discontinued operations


7,548



472



210Net (loss)/income

$
(4,637
)

$
98,686


$
103,511Weighted average number of ordinary shares


99,406,664



99,112,752



97,431,383Incremental shares required for diluted earnings per share
    related to employee stock options and restricted share units






1,059,053



2,130,580Diluted weighted average number of shares


99,406,664



100,171,805



99,561,963Diluted (loss)/earnings per shareContinuing operations

$
(0.12
)

$
0.99


$
1.04Discontinued operations


0.08







$
(0.04
)

$
0.99


$
1.04Cash dividends paid per share

$
0.06


$
0.06


$
0.06    F-24




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  7.
    Property,
    Plant and Equipment    January 31,2009


2008Land

$
8,508


$
11,111Buildings and leasehold improvements


56,203



39,214Computer equipment and software


117,303



116,316Furniture, fixtures and equipment


62,588



73,391Vehicles


39,744



49,950Property, plant and equipment, gross


284,346



289,982Accumulated depreciation and amortization


(120,905
)


(135,859
)Property, plant and equipment, net

$
163,441


$
154,123     January 31,2009


2008Land

$
794


$
1,100Buildings and leasehold improvements


6,575



11,347Computer equipment and software


20,485



22,413Furniture, fixtures and equipment


23,890



26,844Vehicles


13,161



20,851Property, plant and equipment, gross


64,905



82,555Accumulated depreciation and amortization


(21,901
)


(26,358
)Property, plant and equipment, net

$
43,004


$
56,197  F-25




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  8.
    Goodwill
    and Other Intangible Assets    ContractFreight


Logistics andForwarding


Distribution


TotalBalance at January 31, 2007

$
133,583


$
292,933


$
426,516Acquisitions and contingent earn-out payments


45,223



46,228



91,451Impairment










Foreign currency translation


9,885



9,577



19,462Balance at January 31, 2008


188,691



348,738



537,429Acquisitions and contingent earn-out payments


1,382



599



1,981Purchase price allocation and other adjustments


(15,154
)


(809
)


(15,963
)Disposals






(1,473
)


(1,473
)Impairment






(98,932
)


(98,932
)Foreign currency translation


(19,479
)


(30,713
)


(50,192
)Balance at January 31, 2009

$
155,440


$
217,410


$
372,850     WeightedGross


Accumulated


Net Carrying


Average LifeCarrying Value


Amortization


Value


(Years)As of January 31, 2009:Client contracts and relationships

$
92,669


$
(26,675
)

$
65,994



10.2Non-compete agreements


2,822



(2,444
)


378



3.1Other


2,608



(1,408
)


1,200



4.1Total

$
98,099


$
(30,527
)

$
67,572As of January 31, 2008:Client contracts and relationships

$
92,496


$
(21,984
)

$
70,512



9.7Non-compete agreements


3,151



(2,557
)


594



3.1Other


2,701



(720
)


1,981



4.1Total

$
98,348


$
(25,261
)

$
73,087     2010

$
13,1062011


12,8072012


11,8142013


11,3982014


11,240  F-26




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    9.
    Restructuring
    and Impairments  Fiscal
    2009 Information Technology Cost Reduction Plan
    Employee
    severance benefits
    EmployeeSeverance


EmployeesBenefits


TerminatedFreight Forwarding

$
187



36Contract Logistics and Distribution


91



10Corporate


525



65Total

$
803



111     Other
    exit costs
      Fiscal
    2008 Cost Reduction Measures
   F-27




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  Asset
    impairments
    Employee
    severance benefits
    Liability at


Amounts


Settlements


Liability atJanuary 31,


Charged to


and


January 31,2008


Expense


Other


2009Freight Forwarding

$
843


$
2,375


$
(3,218
)

$
Contract Logistics and Distribution


997



789



(1,786
)


Corporate


642







(642
)


Total

$
2,482


$
3,164


$
(5,646
)

$
     Other
    exit costs
    Liability at


Amounts


Settlements


Liability atJanuary 31,


Charged to


and


January 31,2008


Expense


Other


2009Freight Forwarding

$
158


$
6


$
(164
)

$
Contract Logistics and Distribution


2,270



2,572



(4,842
)


Corporate






1



(1
)


Total

$
2,428


$
2,579


$
(5,007
)

$
    F-28




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  10.
    Trade
    Payables and Other Accrued Liabilities    January 31,2009


2008Trade payables:Due to agents

$
4,060


$
4,609Other trade payables


430,777



599,100Trade payables


434,837



603,709Interest payable


2,263



927Staff cost related accruals


65,734



71,361Earn-out liabilities


700



29,589Other payables and accruals


89,737



111,472Total trade payables and other accrued liabilities

$
593,271


$
817,058   11.
    Borrowings    January 31,2009


2008Bank lines of credit

$
69,978


$
113,199Short-term bank borrowings


6,899



5,913Current portion of long-term bank borrowings


66,666



33,333Long-term bank borrowings


115,747



178,047Total borrowings

$
259,290


$
330,492     2010

$
66,6662011


66,8772012


34,8602013


2,3822014


11,628Total

$
182,413        F-29




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
                 F-30




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
        12.
    Supplemental
    Financial Information  Other
    Operating Expenses
    Year Ended January 31,2009

2008

2007Advertising costs

$
2,757


$
3,087


$
2,533Facilities and communication


180,334



158,950



127,342Vehicle expenses


62,679



64,202



54,086   Supplemental
    Cash Flow Information
    Year Ended January 31,2009

2008

2007Net cash paid for:Interest

$
30,666


$
26,684


$
14,872Income taxes


31,807



52,357



42,514Non-cash activities:Capital lease obligations incurred to acquire assets and other


18,617



33,904



27,709Value of shares issued as acquisition earn-out payment










34,935Liability incurred for acquisition earn-out payment


700



29,303



Adjustment to initially adopt FIN 48






9,370



    F-31




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    13.
    Retirement
    Benefit Plans  Defined
    Contribution Plans
    Defined
    Benefit Plans
        Year Ended January 31,2009


2008Change in projected benefit obligations:Projected benefit obligations at beginning of year

$
33,555


$
39,385Service cost


538



883Interest cost


2,183



2,451Plan participants contributions


191



232Actuarial gain


(1,300
)


(6,235
)Benefits paid


(3,865
)


(2,833
)Curtailment/termination


(831
)


Foreign exchange translation adjustment


(6,411
)


(328
)Projected benefit obligations at end of year

$
24,060


$
33,555Change in plan assets:Fair value of plan assets at beginning of year

$
30,887


$
29,477Actual return on plan assets


958



Realized (loss)/gain on assets


(6,123
)


2,044Employer contributions


1,359



1,910Plan participants contributions


152



232Benefits paid


(3,798
)


(2,833
)Administrative expenses


(107
)


Curtailment/termination


(622
)


Foreign exchange translation adjustment


(5,063
)


57Fair value of plan assets at end of year

$
17,643


$
30,887Funded status

$
(6,417
)

$
(2,668
)  F-32




---



##### Table of Contents



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


2008Reconciliation of funded status and amounts recognized in the
    accompanying consolidated balance sheets:Other non-current assets

$
530


$
1,619Retirement fund obligations


(6,947
)


(4,287
)Funded status

$
(6,417
)

$
(2,668
)       2009

2008Accumulated benefit obligation

$
11,151


$
18,433Fair value of plan assets


8,468



13,429     2009

2008Projected benefit obligation

$
16,342


$
18,628Fair value of plan assets


12,108



13,429   As of January 31,2009

2008Weighted average assumptions used to determine benefit
    obligations:Discount rate


7
%


7
%Rate of increase in future compensation levels


3
%


4
%     As of January 31,2009


2008Unrecognized net actuarial loss

$
5,402


$
2,075Unrecognized net transition obligation


18



Unrecognized prior service cost


(39
)


(49
)Total

$
5,381


$
2,026  F-33




---



##### Table of Contents



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


Tax EffectAmounts recognized in consolidated accumulated other
    comprehensive income at February 1, 2008

$
2,895


$
2,026Net actuarial gains


(868
)


Amortization of:Actuarial loss


5,645



3,344Net transition asset


(3
)


(2
)Prior service costs and other


18



13Amounts recognized in consolidated accumulated other
    comprehensive income at January 31, 2009

$
7,687


$
5,381     PensionBenefitsExpense resulting from changes in plan experience and actuarial
    assumptions

$
5,660     Year Ended January 31,2009


2008


2007Service cost

$
538


$
883


$
1,827Interest cost


2,183



2,451



2,949Expected return on assets


(1,721
)


(2,216
)


(2,082
)Amortization of net actuarial loss


552



306



407Amortization of net transition obligation


2







Amortization of prior service cost


(10
)






Net periodic pension benefit cost before costs of
    curtailment/termination


1,544



1,424



3,101Curtailment/termination costs


209







Net periodic pension cost

$
1,753


$
1,424


$
3,101   Year Ended January 31,2009

2008

2007Weighted average assumptions used to determine net periodic
    benefit cost:Discount rate


7
%


7
%


7
%Rate of increase in future compensation levels


3
%


4
%


4
%Expected long-term rate of return on assets


6
%


7
%


7
%  F-34




---



##### Table of Contents



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

Target2009

2008

AllocationEquity securities


42
%


55
%


45-65
%Debt securities


53



29



20-35Real estate










0-10Other


5



16



10-20Total


100
%


100
%            F-35




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
        2010

$
1,2142011


1,1412012


8502013


1,7302014


1,5052015-2019


7,898   Adoption
    of SFAS No. 158
  Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106, and 132(R)
    Retirement Benefit CostsBefore





AfterAdoption of


SFAS No. 158


Adoption ofSFAS No. 158


Impact


SFAS No. 158Deferred tax assets

$
1,620


$
1,771


$
3,391Total assets

$
1,620


$
1,771


$
3,391Other long-term liabilities

$
3,760


$
6,148


$
9,908Total liabilities

$
3,760


$
6,148


$
9,908Accumulated other comprehensive loss

$
(2,140
)

$
(4,377
)

$
(6,517
)   14.
    Shareholders
    Equity   F-36




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  15.
    Share-Based
    Compensation  Share-Based
    Compensation Plans
    2000
    Employee Share Purchase Plan
      2004
    Long-Term Incentive Plan
      2000
    Stock Option Plan
   F-37




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    2004
    Non-Employee Directors Share Incentive Plan
      Non-Employee
    Directors Share Option Plan
             F-38




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
      Share-Based
    Compensation Expense
  Valuation
    Assumptions
    Year Ended January 31,2009

2008

2007Risk free rate of return, annual


4
%


5
%


5
%Expected term


7.0 years



7.5 years



7.5 yearsExpected volatility


40
%


38
%


38
%Dividend yield


0.4
%


0.2
%


0.2
%    F-39




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  Share-Based
    Compensation Activity
    LTIPWeightedNumber of

Weighted

AverageShares

Average

Remaining

AggregateUnder

Exercise

Contractual

IntrinsicOptions

Price

Term

ValueOutstanding balance at January 31, 2006


2,035,113


$
20.47Options granted


78,341



27.66Options exercised


(78,303
)


16.54Options cancelled/forfeited


(24,420
)


23.45Outstanding balance at January 31, 2007


2,010,731



20.86Options granted


11,295



25.23Options exercised


(80,525
)


16.47Options cancelled/forfeited


(24,712
)


21.05Outstanding balance at January 31, 2008


1,916,789



21.07



7.0 years


$
2,005Options granted


79,390



19.70Options exercised


(107,198
)


16.44Options cancelled/forfeited


(113,461
)


23.87Outstanding balance at January 31, 2009


1,775,520



21.11



6.2 years


$
Exercisable balance at January 31, 2009


1,094,502


$
19.08



6.0 years


$
   in-the-money in-the-money
 F-40




---



##### Table of Contents



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

Options ExercisableWeighted

Weighted



WeightedNumber of

Average

Average

Number

AverageShares

Remaining

Exercise

of Shares

ExerciseRange of Exercise Prices

Outstanding

Life (Years)

Price

Exercisable

Price$15.01 - $16.64


587,851



5.4


$
15.78



535,351


$
15.70$18.13 - $22.88


863,412



6.4



21.62



490,962



21.38$23.58 - $25.95


69,736



7.2



25.47



25,250



25.52$28.03 - $36.08


254,521



6.9



30.50



42,939



31.16     LTIPWeightedNumber of

Weighted

AverageRestricted

Average

Remaining

AggregateShare

Grant Date

Contractual

IntrinsicUnits

Fair Value

Term

ValueOutstanding balance at January 31, 2006


508,020


$
19.03Units granted


201,668



23.54Units vested


(5,151
)


25.13Units cancelled/forfeited


(3,742
)


28.06Outstanding balance at January 31, 2007


700,795



21.22Units granted


562,410



24.89Units vested


(251,270
)


18.29Units cancelled/forfeited


(258,364
)


25.38Outstanding balance at January 31, 2008


753,571



23.51Units granted


717,368



19.69Units vested


(25,781
)


19.91Units cancelled/forfeited


(144,874
)


20.99Outstanding balance at January 31, 2009


1,300,284


$
21.69



2.6 years


$
      F-41




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
      2000 Stock Option PlanWeightedNumber of

Weighted

AverageShares

Average

Remaining

AggregateUnder

Exercise

Contractual

IntrinsicOptions

Price

Term

ValueOutstanding balance at January 31, 2006


4,140,171


$
6.42Options exercised


(1,753,219
)


5.85Options cancelled/forfeited


(28,707
)


8.26Outstanding balance at January 31, 2007


2,358,245



6.85Options exercised


(364,331
)


7.43Outstanding balance at January 31, 2008


1,993,914



6.75



3.8 years


$
23,831Options exercised


(252,071
)


6.93Options cancelled/forfeited


(10,800
)


8.26Outstanding balance at January 31, 2009


1,731,043



6.72



2.8 years


$
7,429Exercisable balance at January 31, 2009


1,731,043


$
6.72



2.8 years


$
7,429   in-the-money
    Options Outstanding

Options ExercisableWeighted

Weighted



WeightedNumber of

Average

Average

Number of

AverageShares

Remaining

Exercise

Shares

ExerciseRange of Exercise Prices

Outstanding

Life (Years)

Price

Exercisable

Price$4.16 - $5.00


665,097



1.2


$
4.53



665,097


$
4.53$5.33 - $6.18


80,046



2.9



5.77



80,046



5.77$6.33 - $8.26


649,525



3.5



6.78



649,525



6.78$10.18 - $11.24


336,375



4.5



11.14



336,375



11.14  F-42




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    2004 Directors Incentive PlanWeightedNumber of

Weighted

AverageRestricted

Average

Remaining

AggregateShares/

Grant Date

Contractual

IntrinsicUnits

Fair Value

Term

ValueOutstanding balance at January 31, 2006


12,252


$
22.21Restricted shares/units granted


13,289



26.69Units vested


(12,741
)


22.74Outstanding balance at January 31, 2007


12,800



26.33Restricted shares/units granted


13,968



27.71Units vested


(12,800
)


26.33Outstanding balance at January 31, 2008


13,968



27.71Restricted shares/units granted


13,180



22.76Units vested


(13,968
)


27.71Outstanding balance at January 31, 2009


13,180


$
22.76



9.4 years


$
       Directors Options PlanWeightedNumber of

Weighted

AverageShares

Average

Remaining

AggregateUnder

Exercise

Contractual

IntrinsicOptions

Price

Term

ValueOutstanding balance at January 31, 2006


132,000


$
8.87Options exercised


(15,000
)


5.75Outstanding balance at January 31, 2007


117,000



9.27Options exercised


(9,000
)


5.47Outstanding balance at January 31, 2008


108,000



9.59



5.1 years


$
984Options exercised


(27,000
)


7.39Outstanding balance at January 31, 2009


81,000



10.33



4.4 years


$
95Exercisable balance at January 31, 2009


81,000


$
10.33



4.4 years


$
95   in-the-money
 F-43




---



##### Table of Contents



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

Options ExercisableWeighted

Weighted



WeightedNumber of

Average

Average

Number of

AverageShares

Remaining

Exercise

Shares

ExerciseRange of Exercise Prices

Outstanding

Life (Years)

Price

Exercisable

Price$5.31 - $6.57


18,000



3.3


$
6.36



18,000


$
6.36$10.28 - $11.93


63,000



4.7



11.46



63,000



11.46     16.
    Derivative
    Financial Instruments      17.
    Commitments    Capital


OperatingLeases


Leases2010

$
18,045


$
99,2702011


11,379



77,2932012


6,771



55,2542013


3,655



39,0432014


1,693



27,8962015 and thereafter


761



64,045Total lease payments


42,304


$
362,801Less amount representing interest


(5,672
)Present value of minimum capital lease payments


36,632Less current portion of capital lease obligations


(15,878
)Capital lease obligations, excluding current portion

$
20,754  F-44




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
          18.
    Contingencies           F-45




---



##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
    and/or
        Accounting for
    Contingencies
 F-46




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##### Table of Contents



UTi
    WORLDWIDE INC.
  NOTES TO
    THE CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
 For the
    years ended January 31, 2009, 2008 and 2007
  19.
    Related
    Party Transactions      20.
    Fair
    Value Disclosures    
    Level 1  Quoted prices in active markets for
    identical assets or liabilities;
    Level 2  Observable market data, including
    quoted prices for similar assets and liabilities, and inputs
    other than quoted prices that are observable, such as interest
    rates and yield curves; and
    Level 3  Unobservable data reflecting the
    Companys own assumptions, where there is little or no
    market activity for the asset or liability.    Fair Value Measurement at Reporting Date Using:Quoted Prices in


Significant Other


SignificantBalance at


Active Markets for


Observable


UnobservableJanuary 31,


Identical Assets


Inputs


Inputs2009


(Level 1)


(Level 2)


(Level 3)AssetsCash and cash equivalents

$
256,869


$
256,869


$



$
Forward exchange contracts


231







231



Other


756











756Total

$
257,856


$
256,869


$
231


$
756LiabilitiesForward exchange contracts

$
82


$



$
82


$
Put options and other


2,114











2,114Total

$
2,196


$



$
82


$
2,114     Forward Exchange Contracts over-the-counter
  Other
 F-47




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##### Table of Contents



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


LiabilitiesBeginning balance at February 1, 2008

$



$
1,532Net change in fair value included in earnings


152



(550
)Additions


604



1,132Ending balance at January 31, 2009

$
756


$
2,114   21.
    Discontinued
    Operations        Twelve Months Ended January 31,2009


2008


2007Revenues

$
6,839


$
12,757


$
13,269Pre-tax operating income from discontinued operations


127



689



417Provision for income taxes/(income tax benefit)


29



161



188Minority interest


46



(56
)


(19
)Gain on sale, net of tax


7,404







Net income from discontinued operations

$
7,548


$
472


$
210   22.
    Segment
    Reporting   F-48




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##### Table of Contents



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


andForwarding


Distribution


Corporate


TotalRevenues

$
3,156,039


$
1,387,678


$



$
4,543,717Purchased transportation costs


2,438,756



558,621







2,997,377Staff costs


396,019



439,569



8,667



844,255Depreciation and amortization


15,605



25,924



224



41,753Amortization of intangible assets


3,896



9,075







12,971Restructuring charges


2,731



3,863



2,309



8,903Goodwill impairment






98,932







98,932Intangible assets impairment






11,009







11,009Other operating expenses


172,505



314,146



18,572



505,223Total operating expenses


3,029,512



1,461,139



29,772



4,520,423Operating income/(loss)

$
126,527


$
(73,461
)

$
(29,772
)


23,294Interest income














13,317Interest expense














(30,560
)Other income, net














1,437Pretax income














7,488Provision for income taxes














17,512Loss before minority interests














(10,024
)Minority interests














(2,161
)Loss from continuing operations














(12,185
)Discontinued operationsOperating income, net of tax














144Gain on sale, net of tax














7,404Net loss













$
(4,637
)Capital expenditures

$
25,726


$
24,600


$
11,327


$
61,653Segment assets

$
961,421


$
631,200


$
56,065


$
1,648,686   F-49




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##### Table of Contents



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


andForwarding


Distribution


Corporate


TotalRevenues

$
2,927,535


$
1,438,719


$



$
4,366,254Purchased transportation costs


2,293,861



583,579







2,877,440Staff costs


337,756



451,123



12,012



800,891Depreciation and amortization


13,661



25,352



293



39,306Amortization of intangible assets


863



8,573







9,436Restructuring charges


912



5,800



1,683



8,395Other operating expenses


149,977



316,839



13,492



480,308Total operating expenses


2,797,030



1,391,266



27,480



4,215,776Operating income/(loss)

$
130,505


$
47,453


$
(27,480
)


150,478Interest income














10,880Interest expense














(26,804
)Other income, net














4,726Pretax income














139,280Provision for income taxes














38,161Income before minority interests














101,119Minority interests














(2,905
)Income from continuing operations














98,214Discontinued operationsOperating income, net of tax














472Gain on sale, net of tax














Net income













$
98,686Capital expenditures

$
27,468


$
26,877


$
11,263


$
65,608Segment assets

$
1,190,405


$
845,405


$
38,807


$
2,074,676   F-50




---



##### Table of Contents



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


andForwarding


Distribution


Corporate


TotalRevenues

$
2,431,966


$
1,116,130


$



$
3,548,096Purchased transportation costs


1,896,633



435,670







2,332,303Staff costs


283,584



348,342



7,283



639,209Depreciation and amortization


12,226



20,657



177



33,060Amortization of intangible assets






8,005







8,005Other operating expenses


129,468



243,628



7,925



381,021Total operating expenses


2,321,911



1,056,302



15,385



3,393,598Operating income/(loss)

$
110,055


$
59,828


$
(15,385
)


154,498Interest income














8,098Interest expense














(23,376
)Other expense, net














(565
)Pretax income














138,655Provision for income taxes














31,542Income before minority interests














107,113Minority interests














(3,812
)Income from continuing operations














103,301Discontinued operationsOperating income, net of tax














210Gain on sale, net of tax














Net income













$
103,511Capital expenditures

$
20,928


$
33,911


$
56


$
54,894Segment assets

$
900,886


$
730,800


$
28,391


$
1,660,078     Year Ended January 31,2009


2008


2007Contract








Contract








ContractLogistics








Logistics








LogisticsFreight


and





Freight


and





Freight


andForwarding


Distribution





Forwarding


Distribution





Forwarding


DistributionRevenue


Revenue


Total


Revenue


Revenue


Total


Revenue


Revenue


TotalEMENA(1)

$
1,091,758


$
256,529


$
1,348,287


$
867,768


$
248,602


$
1,116,370


$
687,064


$
149,799


$
836,863Americas


627,824



807,144



1,434,968



595,499



864,353



1,459,852



503,139



674,186



1,177,325Asia Pacific


1,065,565



35,079



1,100,644



1,100,219



32,274



1,132,493



926,917



24,472



951,389Africa


370,892



288,926



659,818



364,049



293,490



657,539



314,846



267,673



582,519Total

$
3,156,039


$
1,387,678


$
4,543,717


$
2,927,535


$
1,438,719


$
4,366,254


$
2,431,966


$
1,116,130


$
3,548,096     (1)
    
    EMENA which is comprised of Europe, Middle East and North Africa F-51




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##### Table of Contents



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


2008


2007Revenues:Airfreight forwarding

$
1,621,602


$
1,553,551


$
1,275,440Ocean freight forwarding


1,203,643



1,101,129



937,559Customs brokerage


109,436



98,031



86,144Contract logistics


663,656



618,599



477,307Distribution


564,906



624,399



548,499Other


380,474



370,545



223,147Total revenues

$
4,543,717


$
4,366,254


$
3,548,096Purchased transportation costs:Airfreight forwarding

$
1,275,569


$
1,235,010


$
1,009,064Ocean freight forwarding


1,001,275



926,224



790,988Customs brokerage


5,987



3,668



2,263Contract logistics


94,963



81,656



66,666Distribution


404,756



416,059



335,557Other


214,827



214,823



127,765Total purchased transportation costs

$
2,997,377


$
2,877,440


$
2,332,303   23.
    Selected
    Quarterly Financial Data (Unaudited)  For the Year Ended January 31,

First


Second


Third


Fourth


TotalRevenue:2009

$
1,184,450


$
1,255,087


$
1,210,107


$
894,073


$
4,543,7172008


941,657



1,042,744



1,179,678



1,202,175



4,366,254Purchased transportation costs:2009


794,947



839,106



801,945



561,379



2,997,3772008


607,612



677,639



790,805



801,384



2,877,440Operating income/(loss):2009(1)


23,670



43,611



53,844



(97,831
)


23,2942008(4)


31,137



43,214



48,538



27,589



150,478Provision for income taxes:2009


5,421



10,034



14,237



(12,180
)


17,5122008


7,913



10,890



12,284



7,074



38,161Net income/(loss):2009(1)


13,542



33,746



37,881



(89,806
)


(4,637
)2008(4)


18,120



27,667



34,885



18,014



98,686 F-52




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##### Table of Contents



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

First


Second


Third


Fourth


TotalBasic earnings/(loss) per share:2009 Continuing operations(3)

$
0.13


$
0.29


$
0.36


$
(0.90
)

$
(0.12
)2009 Discontinued operations(3)






0.05



0.02







0.080.13



0.34



0.38



(0.90
)


(0.04
)2008 Continuing operations


0.18



0.28



0.35



0.18



0.992008 Discontinued operations(3)


















0.010.18



0.28



0.35



0.18



1.00Diluted earnings/(loss) per share:2009 Continuing operations


0.13



0.28



0.36



(0.89
)


(0.12
)2009 Discontinued operations(2)






0.05



0.02







0.080.13



0.33



0.38



(0.89
)


(0.04
)2008 Continuing operations(4)


0.18



0.28



0.35



0.18



0.992008 Discontinued operations(4)


















0.18



0.28



0.35



0.34



0.99Other comprehensive income/(loss):2009


8,335



2,397



(99,884
)


(12,724
)


(101,876
)2008


16,253



6,832



33,499



(19,003
)


37,581     (1)
    
    Amounts in the fourth quarter of fiscal 2009 include
    restructuring and impairment charges for employee severance and
    benefits, asset impairments, other exist costs, and goodwill and
    intangible assets impairment.(2)
    
    The diluted earnings per share amounts for the quarters do not
    add to the total year ended January 31, 2009 amount due to
    the effects of rounding.(3)
    
    The basic earnings per share amounts for the quarters do not add
    to the total year ended January 31, 2009 and
    January 31, 2008 amount due to the effects of rounding.(4)
    
    Amounts in the fourth quarter of fiscal 2008 include
    restructuring and impairment charges for employee severance and
    benefits, asset impairments and other exit costs.  24.
    Subsequent
    Events   F-53




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##### Table of Contents



UTi
    Worldwide Inc.



Schedule II



Valuation
    and Qualifying Accounts  Balance at

Amounts

Charges



ForeignBeginning

Charged

Against the



Currency

Balance atYear Ended January 31,

of Year

to Expense

Allowance

Other

Translation

End of Year(In thousands)2009Allowance for Doubtful Accounts

$
16,356


$
8,625


$
(5,451
)

$
(94
)

$
(4,302
)

$
15,118Deferred Tax Asset Valuation Allowance


12,023



430



(1,672
)










10,7812008Allowance for Doubtful Accounts


14,719



2,831



(2,313
)


180



939



16,356Deferred Tax Asset Valuation Allowance


5,712



6,311















12,0232007Allowance for Doubtful Accounts


14,367



5,860



(6,378
)


1,295



(425
)


14,719Deferred Tax Asset Valuation Allowance


4,210



1,502















5,712    F-54




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##### Table of Contents



INDEX TO
    EXHIBITS
  Exhibit

Description3
.1

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

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

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

Amendment to Employment Agreement between Mr. Wessels and
    the company, dated as of May 5, 2008 (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2008)10
.3+

Second Amended and Restated Employment Agreement between
    Mr. MacFarlane and the company, dated as of
    December 31, 2007 (incorporated by reference to
    Exhibit 10.2 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.4+

Amendment to Employment Agreement between Mr. MacFarlane
    and the company, dated as of May 5, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2008)10
.5

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

Loan Agreement, entered into December 6, 2004, between
    Pyramid Freight (Proprietary) Limited and UTi South Africa
    (Proprietary) Limited (incorporated by reference to
    Exhibit 10.5 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.7

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

Sale of Business Agreement, entered into December 6, 2004,
    between Pyramid Freight Proprietary) Limited and UTi South
    Africa (Proprietary) Limited (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed December 8, 2004)10
.9+

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

Amended and Restated Employment Agreement of Mr. John
    Hextall, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.2 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.11+

Amended and Restated Employment Agreement of Mr. Gene Ochi,
    dated as of May 1, 2008 (incorporated by reference to
    Exhibit 10.3 to the companys Quarterly Report on
    Form 10-Q,
    filed December 10, 2008)10
.12+

Amended and Restated Employment Agreement of Mr. Lawrence
    Samuels, dated as of October 1, 2008 (incorporated by
    reference to Exhibit 10.4 to the companys Quarterly
    Report on
    Form 10-Q,
    filed December 10, 2008)10
.13+

Amended and Restated Employment Agreement of Mr. William
    Gates, dated as of October 1, 200810
.14+

Letter Agreement between Mr. William Gates and the company,
    dated as of October 1, 200810
.15+

Form of Employment Agreement for Executive Officers
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed December 10, 2008)10
.16+

Employment Agreement of Mr. Eric Kirchner, dated as of
    January 1, 2009 (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 5, 2009)10
.17+

Non-Employee Directors Share Option Plan, as amended,
    (incorporated by reference to Exhibit 10.1 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.18+

2000 Employee Share Purchase Plan, as amended (incorporated by
    reference to Exhibit 10.1 to the companys Quarterly
    Report on
    Form 10-Q,
    filed September 10, 2007)10
.19+

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




---



##### Table of Contents



Exhibit

Description10
.20+

2004 Long-Term Incentive Plan, as amended and restated
    (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.21+

Uniserv Executive Provident Fund, as amended (incorporated by
    reference to Exhibit 10.6 to the companys Quarterly
    Report on
    Form 10-Q,
    filed June 9, 2006)10
.22+

Uniserv Pension Fund, as amended (incorporated by reference to
    Exhibit 10.7 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.23+

WTC Provident Fund, as amended (incorporated by reference to
    Exhibit 10.8 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.24+

Norwich Union Cash Plus Individual Pension Plan Policy for
    Mr. John Hextall (incorporated by reference to
    Exhibit 10.10 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2006)10
.25+

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

Note Purchase Agreement, dated as of July 13, 2006, by and
    among UTi Worldwide Inc. and certain of its subsidiaries party
    thereto and the purchasers party thereto (incorporated by
    reference to Exhibit 10.1 to the companys Current
    Report on
    Form 8-K,
    filed July 19, 2006)10
.27

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

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

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Performance Enhancement Award Agreement, as
    amended (incorporated by reference to Exhibit 10.4 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.30+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Stock Option Award Agreement, as amended
    (incorporated by reference to Exhibit 10.6 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.31+

Form of UTi Worldwide Inc. 2004 Long-Term Incentive
    Plan  Long-Term Award Agreement, as amended
    (incorporated by reference to Exhibit 10.5 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.32+

2004 Non-Employee Directors Share Incentive Plan, as amended and
    restated (incorporated by reference to Exhibit 10.7 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.33+

Form of UTi Worldwide Inc. Non-Employee Directors Share
    Incentive Plan  Restricted Shares Award
    Agreement and Section 83(b) Election Form, as amended
    (incorporated by reference to Exhibit 10.8 to the
    companys Quarterly Report on
    Form 10-Q,
    field June 9, 2008)10
.34+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Restricted Share Unit Award Agreement
    and Section 83(b) Election Form, as amended (incorporated
    by reference to Exhibit 10.9 to the companys
    Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.35+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Deferral and Distribution Election
    Form for Restricted Share Units and Restricted Shares, as
    amended (incorporated by reference to Exhibit 10.10 to the
    companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.36+

Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share
    Incentive Plan  Combined Elective Grant and Deferral
    Election Agreement, as amended (incorporated by reference to
    Exhibit 10.11 to the companys Quarterly Report on
    Form 10-Q,
    filed June 9, 2008)10
.37+

Form of Indemnification Agreement (incorporated by reference to
    Exhibit 10.1 to the companys Current Report on
    Form 8-K,
    filed January 16, 2007)10
.38+

Form of Change of Control Agreement (incorporated by reference
    to Exhibit 10.39 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.39

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




---



##### Table of Contents



Exhibit

Description10
.40

Amendment to Credit Facility, dated as of October 11, 2006,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility (incorporated by reference to Exhibit 10.41
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.41

Amendment to Note Purchase Agreement, dated as of
    December 12, 2007, by and among UTi Worldwide Inc. and
    certain of its subsidiaries party thereto and the purchasers
    party thereto (incorporated by reference to Exhibit 10.42
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.42

Amendment to Credit Facility, dated as of December 7, 2007,
    by and between UTi Worldwide Inc. for itself and its
    subsidiaries party to the Credit Facility and ABN Amro Bank N.V.
    as agent for the various financial institutions party to the
    Credit Facility (incorporated by reference to Exhibit 10.43
    to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.43

Waiver to Credit Facility, dated as of March 28, 2008, by
    and between UTi Worldwide Inc. for itself and its subsidiaries
    party to the Credit Facility and ABN Amro Bank N.V. as agent for
    the various financial institutions party to the Credit Facility
    (incorporated by reference to Exhibit 10.44 to the
    companys Annual Report on
    Form 10-K,
    filed April 14, 2008)10
.44

Amendment and waiver to Credit Facility, dated as of
    April 10, 2008, by and between UTi Worldwide Inc. for
    itself and its subsidiaries party to the Credit Facility and ABN
    Amro Bank N.V. as agent for the various financial institutions
    party to the Credit Facility (incorporated by reference to
    Exhibit 10.45 to the companys Annual Report on
    Form 10-K,
    filed April 14, 2008)12
.1

Statement regarding computation of ratio of earnings to fixed
    charges21


Subsidiaries of the Company23


Consent of Independent Registered Public Accounting Firm31
.1

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

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

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

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