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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549




---

Form 20-F

|   |  |                                                                                                       
|-- |  | ------------------------------------------------------------------------------------------------------
|o  |  | REGISTRATION STATEMENT PURSUANT TO
    SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF
    1934
|  
|or
|  
|þ  |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934              
|  
|   |  | For the fiscal year ended January 31,
    2003                                                        
|  
|or
|  
|o  |  | TRANSITION REPORT PURSUANT TO SECTION 13
    or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934          
|  
|   |  | For the transition period
    from           to                                                       

0-31869

(Commission File Number)


UTi Worldwide Inc.

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


British Virgin Islands

(Jurisdiction of Incorporation or
Organization)


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

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

None


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

Ordinary shares, no par value


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

None


Indicate the number of outstanding shares of each
of the issuers classes of capital or common stock as of
the close of the period covered by the annual report: 30,551,124
ordinary shares no par value.

Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes þ          No o

Indicate by check mark which financial statement
item the registrant has elected to
follow.     Item 17 o          Item 18 þ



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TABLE OF CONTENTS



|                                                           |                                                                                       |  |  |  |  |  |  | 
|---------------------------------------------------------- | ------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|                                                           | Forward-Looking Statements                                                           
|PART I                                                    
|                                                           | Item 1. Identity of Directors, Senior Management and Advisers                        
|                                                           | Item 2. Offer Statistics and Expected Timetable                                      
|                                                           | Item 3. Key Information                                                              
|                                                           | Item 4. Information on the Company                                                   
|                                                           | Item 5. Operating and Financial Review and Prospects                                 
|                                                           | Item 6. Directors, Senior Management and Employees                                   
|                                                           | Item 7. Major Shareholders and Related Party Transactions                            
|                                                           | Item 8. Financial Information                                                        
|                                                           | Item 9. The Offer and Listing                                                        
|                                                           | Item 10. Additional Information                                                      
|                                                           | Item 11. Quantitative and Qualitative Disclosures about Market Risk                  
|                                                           | Item 12. Description of Securities Other than Equity Securities                      
|PART II                                                   
|                                                           | Item 13. Defaults, Dividend Arrearages and Delinquencies                             
|                                                           | Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
|                                                           | Item 15. Controls and Procedures                                                     
|PART III                                                  
|                                                           | Item 17. Financial Statements                                                        
|                                                           | Item 18. Financial Statements                                                        
|                                                           | Item 19. Exhibits                                                                    
|SIGNATURE                                                 
|CERTIFICATION                                             
|CERTIFICATION                                             
|INDEPENDENT AUDITORS REPORT                              
|CONSOLIDATED INCOME STATEMENTS                            
|CONSOLIDATED BALANCE SHEETS                               
|CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
|CONSOLIDATED STATEMENTS OF CASH FLOWS                     
|NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS            
|INDEX TO EXHIBITS                                         
|EXHIBIT 8.1                                               
|EXHIBIT 10.1                                              
|EXHIBIT 99.1                                              
|EXHIBIT 99.2                                              



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TABLE OF CONTENTS

|                           |  |                                                                                  |    |      |    | 
|-------------------------- |  | -------------------------------------------------------------------------------- | -- | ---- | -- | 
|                           |  |                                                                                  |    | Page
|                           |  |                                                                                  |    |     
|Forward-Looking Statements |  |                                                                                  | 1  |     
|PART I                    
|Item 1.                    |  | Identity of Directors, Senior Management and
    Advisers                        |    |      | 1  | 
|Item 2.                    |  | Offer Statistics and Expected Timetable                                          |    |      | 1  | 
|Item 3.                    |  | Key Information                                                                  |    |      | 1  | 
|Item 4.                    |  | Information on the Company                                                       |    |      | 12 | 
|Item 5.                    |  | Operating and Financial Review and Prospects                                     |    |      | 18 | 
|Item 6.                    |  | Directors, Senior Management and Employees                                       |    |      | 30 | 
|Item 7.                    |  | Major Shareholders and Related Party Transactions                                |    |      | 37 | 
|Item 8.                    |  | Financial Information                                                            |    |      | 40 | 
|Item 9.                    |  | The Offer and Listing                                                            |    |      | 42 | 
|Item 10.                   |  | Additional Information                                                           |    |      | 43 | 
|Item 11.                   |  | Quantitative and Qualitative Disclosures about
    Market Risk                   |    |      | 51 | 
|Item 12.                   |  | Description of Securities Other than Equity
    Securities                       |    |      | 52 | 
|PART II                   
|Item 13.                   |  | Defaults, Dividend Arrearages and Delinquencies                                  |    |      | 52 | 
|Item 14.                   |  | Material Modifications to the Rights of Security
    Holders and Use of Proceeds |    |      | 52 | 
|Item 15.                   |  | Controls and Procedures                                                          |    |      | 52 | 
|PART III                  
|Item 17.                   |  | Financial Statements                                                             |    |      | 53 | 
|Item 18.                   |  | Financial Statements                                                             |    |      | 53 | 
|Item 19.                   |  | Exhibits                                                                         |    |      | 53 | 
|Signatures                 |  |                                                                                  | 55 |     
|Certifications             |  |                                                                                  | 56 |     



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As used in this annual report on Form 20-F,
the terms we, us, our and
the Company refer to UTi Worldwide Inc. and its
subsidiaries as a combined entity, except where it is noted or
the context makes clear the reference is only to UTi Worldwide
Inc.




Forward-Looking Statements

This annual report on Form 20-F contains
forward-looking statements that involve risks and uncertainties,
as well as assumptions that, if they never materialize or prove
incorrect, could cause the results of UTi Worldwide Inc. and its
consolidated subsidiaries to differ materially from those
expressed or implied by such forward-looking statements. Such
statements include, but are not limited to, projections of
revenues, operating margins, income or loss, capital
expenditures, acquisitions, plans for future operations,
financing needs or plans, the impact of economic and business
factors and plans relating to our products or services, as well
as assumptions relating to the foregoing. The words
believe, intend, expect,
estimate, anticipate, may,
and project and similar expressions generally
identify forward-looking statements. Forward-looking statements
are inherently subject to risks and uncertainties, some of which
cannot be predicted or quantified. We are under no obligation,
and expressly disclaim any obligation, to update or alter any
forward-looking statements, whether as a result of new
information, future events, or otherwise. For these
forward-looking statements, we claim the protection of the safe
harbor for forward-looking statements in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.




PART I






|        |                                                          
|------- | ---------------------------------------------------------
|Item 1. | Identity of Directors, Senior Management
    and Advisers

Not applicable.






|        |                                            
|------- | -------------------------------------------
|Item 2. | Offer Statistics and Expected
    Timetable

Not applicable.






|        |                
|------- | ---------------
|Item 3. | Key Information

Selected Financial Data

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

The selected consolidated financial data as of
January 31, 2003 and 2002, and for each of the years in the
three-year period ended January 31, 2003 have been derived
from our audited consolidated financial statements which appear
elsewhere in this report. The selected consolidated financial
data as of January 31, 2001, 2000 and 1999 and for each of
the years in the two-year period ended January 31, 2000
have been derived from our audited consolidated financial
statements which are not included in this report. The historical
results are not necessarily indicative of the operating results
to be expected in the future. All financial information
presented has been prepared in United States dollars and in
accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP).

1



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|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |         |         | 
|---------------------------------------------------------------------- | --------------------------------------- | ---------------------------------------- | --------- | ------- | ------- | ---- | ------- | ------- | ------- | ---- | ------- | ------- | ------- | - | ------- | ------- | ------- | - | ------- | ------- | ------- | 
|                                                                       |                                         |                                         
|                                                                       |                                         | Year Ended January 31,                  
|                                                                       |                                         |                                         
|                                                                       |                                         | 2003                                     |           | 2002    |         | 2001 |         | 2000    |         | 1999
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |     
|                                                                       |                                         |                                         
|                                                                       |                                         | (In thousands, except per share amounts)
|INCOME STATEMENT DATA:                                                 |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Gross revenue(1)                                                       |                                         | $                                        | 1,170,060 |         |         | $    | 889,786 |         |         | $    | 863,259 |         |         | $ | 706,955 |         |         | $ | 571,141 |        
|Freight consolidation costs(1)(2)                                      |                                         |                                          | 765,270   |         |         |      | 585,227 |         |         |      | 561,413 |         |         |   | 461,338 |         |         |   | 362,862 |        
|Net revenues(2):                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                                       | Airfreight forwarding                   |                                          |           | 157,493 |         |      |         | 142,312 |         |      |         | 145,594 |         |   |         | 124,177 |         |   |         | 113,619 |        
|                                                                       | Ocean freight forwarding                |                                          |           | 66,554  |         |      |         | 58,633  |         |      |         | 54,461  |         |   |         | 44,078  |         |   |         | 33,345  |        
|                                                                       | Customs brokerage                       |                                          |           | 61,105  |         |      |         | 54,034  |         |      |         | 55,295  |         |   |         | 40,156  |         |   |         | 33,360  |        
|                                                                       | Contract logistics                      |                                          |           | 79,517  |         |      |         | 14,957  |         |      |         | 8,478   |         |   |         | 7,921   |         |   |         | 7,975   |        
|                                                                       | Other                                   |                                          |           | 40,121  |         |      |         | 34,623  |         |      |         | 38,018  |         |   |         | 29,285  |         |   |         | 19,980  |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                                       |                                         | Total net revenues                       |           |         | 404,790 |      |         |         | 304,559 |      |         |         | 301,846 |   |         |         | 245,617 |   |         |         | 208,279 | 
|Staff costs                                                            |                                         |                                          | 204,971   |         |         |      | 156,005 |         |         |      | 154,426 |         |         |   | 124,330 |         |         |   | 107,731 |        
|Depreciation                                                           |                                         |                                          | 11,174    |         |         |      | 9,411   |         |         |      | 9,060   |         |         |   | 7,798   |         |         |   | 6,286   |        
|Amortization of goodwill and other intangible
    assets(3)            |                                         |                                          | 198       |         |         |      | 5,339   |         |         |      | 4,306   |         |         |   | 2,935   |         |         |   | 1,517   |        
|Other operating expenses                                               |                                         |                                          | 142,942   |         |         |      | 104,134 |         |         |      | 109,846 |         |         |   | 90,032  |         |         |   | 77,279  |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Operating income(3)                                                    |                                         |                                          | 45,505    |         |         |      | 29,670  |         |         |      | 24,208  |         |         |   | 20,522  |         |         |   | 15,466  |        
|Pretax income(3)                                                       |                                         |                                          | 43,294    |         |         |      | 28,477  |         |         |      | 25,623  |         |         |   | 18,750  |         |         |   | 17,049  |        
|Income before minority interests(3)                                    |                                         |                                          | 30,802    |         |         |      | 20,507  |         |         |      | 19,415  |         |         |   | 17,098  |         |         |   | 13,829  |        
|Net income(3)                                                          |                                         | $                                        | 29,294    |         |         | $    | 19,158  |         |         | $    | 18,453  |         |         | $ | 16,693  |         |         | $ | 13,750  |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Basic earnings per ordinary share(3)(4)                                |                                         | $                                        | 1.13      |         |         | $    | 0.76    |         |         | $    | 0.95    |         |         | $ | 1.12    |         |         | $ | 0.97    |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Diluted earnings per ordinary share(3)(4)                              |                                         | $                                        | 1.11      |         |         | $    | 0.75    |         |         | $    | 0.88    |         |         | $ | 0.86    |         |         | $ | 0.74    |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Cash dividends declared per ordinary share                             |                                         | $                                        | 0.075     |         |         | $    | 0.075   |         |         | $    | 0.15    |         |         | $ | 0.14    |         |         | $ | 0.12    |        
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Number of weighted average shares used for per
    share calculations: |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                                       |                                         | Basic shares                             |           |         | 25,932  |      |         |         | 25,233  |      |         |         | 19,345  |   |         |         | 14,263  |   |         |         | 13,368  | 
|                                                                       |                                         | Diluted shares                           |           |         | 26,504  |      |         |         | 25,502  |      |         |         | 21,053  |   |         |         | 19,356  |   |         |         | 18,510  | 
|CASH FLOWS DATA:                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Purchases of property, plant and equipment                             |                                         | $                                        | 13,572    |         |         | $    | 8,711   |         |         | $    | 10,121  |         |         | $ | 8,990   |         |         | $ | 8,725   |        
|Net cash provided by operating activities                              |                                         |                                          | 49,602    |         |         |      | 43,086  |         |         |      | 32,654  |         |         |   | 10,240  |         |         |   | 18,875  |        
|Net cash used in investing activities                                  |                                         |                                          | (76,685   | )       |         |      | (29,687 | )       |         |      | (40,274 | )       |         |   | (29,530 | )       |         |   | (31,277 | )      
|Net cash provided by/(used in) financing
    activities(4)             |                                         |                                          | 103,276   |         |         |      | (18,239 | )       |         |      | 92,323  |         |         |   | 2,712   |         |         |   | 31,149  |        
|BALANCE SHEET DATA:                                                    |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|Working capital                                                        |                                         |                                          | 157,864   |         |         |      | 78,920  |         |         |      | 95,435  |         |         |   | 39,057  |         |         |   | 49,522  |        
|Total assets                                                           |                                         |                                          | 627,075   |         |         |      | 404,611 |         |         |      | 443,753 |         |         |   | 288,098 |         |         |   | 243,362 |        
|Long-term liabilities                                                  |                                         |                                          | 9,969     |         |         |      | 9,177   |         |         |      | 14,890  |         |         |   | 14,339  |         |         |   | 12,044  |        
|Shareholders equity:                                                  |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                                       | Preference shares                       |                                          |           |        |         |      |         |        |         |      |         |        |         |   |         | 36,535  |         |   |         | 36,535  |        
|                                                                       | Common stock(4)                         |                                          |           | 311,161 |         |      |         | 207,143 |         |      |         | 206,626 |         |   |         | 90,952  |         |   |         | 89,551  |        
|                                                                       | Retained earnings/(accumulated deficit) |                                          |           | 63,973  |         |      |         | 36,608  |         |      |         | 19,376  |         |   |         | 3,311   |         |   |         | (10,593 | )      
|                                                                       | Accumulated other comprehensive loss    |                                          |           | (50,965 | )       |      |         | (63,897 | )       |      |         | (38,514 | )       |   |         | (23,396 | )       |   |         | (21,925 | )      
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        
|                                                                       |                                         | Total shareholders equity(4)            |           | $       | 324,169 |      |         | $       | 179,854 |      |         | $       | 187,488 |   |         | $       | 107,402 |   |         | $       | 93,568  | 
|                                                                       |                                         |                                          |           |         |         |      |         |         |         |      |         |         |         |   |         |         |         |   |         |        



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Gross revenue represents billings on exports to
    customers, plus net revenue on imports, net of any billings for
    value added taxes, custom duties and freight insurance premiums
    whereby we also act as an agent. Gross revenue and freight
    consolidation costs for airfreight and ocean freight forwarding
    services, including commissions earned from our services as an
    authorized agent for airline and ocean carriers and

2



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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | third-party freight insurers, are recognized at
    the time the freight departs the terminal of origin, which is
    when the customer is billed. Gross customs brokerage revenue and
    contract logistics and other revenue are recognized when we bill
    the customer, which for customs brokerage revenue is when the
    necessary documentation for customs clearance has been
    completed, and for contract logistics and other revenue is when
    the service has been provided to third parties in the ordinary
    course of business.
|   
|(2) | Net revenue is determined by deducting freight
    consolidation costs from gross revenue. Freight consolidation
    costs are recognized at the time the freight departs the
    terminal of origin.                                                                                                                                                                                                                                                                                                                                                  
|   
|(3) | For fiscal year 2003, operating income, pretax
    income, income before minority interests and net income, as well
    as basic and diluted earnings per ordinary share, exclude the
    effect of amortization of goodwill in accordance with the
    adoption of Statement of Financial Accounting Standards
    No. 142.                                                                                                                                                                                                                           
|   
|(4) | In December 2002, we completed a public offering
    of 4,600,000 ordinary shares. Net proceeds totaled approximately
    $100.0 million (after underwriting discounts and
    commissions and related transaction expenses). In November 2000,
    we completed a public offering of 5,405,000 ordinary shares. Net
    proceeds totaled approximately $71.8 million (after
    underwriting discounts and commissions and related transaction
    expenses).                                                                                         

Risk Factors

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

We conduct business throughout the world
and we expect that our results of operations may be impacted by
international trade volumes and by global and regional economic
conditions.

Our business is related to and dependent on
general world economic conditions, and the local, regional,
national and international conditions that affect international
trade and the specific regions or countries that we serve. We
are affected by recessionary economic cycles and downturns in
our customers business cycles, particularly in market
segments and industries such as chemicals, pharmaceuticals and
apparel, where we have a significant concentration of customers.

Economic conditions, including those resulting
from wars, civil unrest, acts of terrorism and other conflicts,
may adversely affect the global economy, our customers and their
ability to pay for our services. The consequences of any armed
conflict are unpredictable, and we may not be able to foresee
events that could have an adverse effect on our business. We
expect that our revenue and results of operations will continue
to be sensitive to global and regional economic conditions.

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

We conduct a majority of our business outside of
the United States and we anticipate that revenue from foreign
operations will continue to account for a significant amount of
our future revenue. Our international operations are directly
related to and dependent on the volume of international trade
and local market conditions. Our international operations and
international commerce are influenced by many factors, including:



| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| |  | changes in economic and political conditions and
    in governmental policies,
|
| |  | changes in international and domestic customs
    regulations,                
|
| |  | wars, civil unrest, acts of terrorism and other
    conflicts,                

3



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| |   |                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | natural disasters,                                                                                                                                        
|
| |  | changes in tariffs, trade restrictions, trade
    agreements and taxation,                                                                                
|
| |  | difficulties in managing or overseeing foreign
    operations,                                                                                            
|
| |  | limitations on the repatriation of funds because
    of foreign exchange controls,                                                                        
|
| |  | different liability standards, 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.

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

Restrictions and controls on investments
and acquisitions outside of the United States and our ability to
conduct business with local agents in particular countries may
restrict our ability to operate in those
countries.

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

Foreign currency fluctuations could result
in currency translation exchange gains or losses or could
increase or decrease the book value of our assets.

Our reporting currency is the United States
dollar. In fiscal year 2003, we derived a substantial portion of
our gross revenue in currencies other than the United States
dollar and, due to the global nature of our operations, we
expect in the foreseeable future to continue to conduct a
majority of our business in currencies other than our reporting
currency. Appreciation or depreciation in the value of other
currencies as compared to our reporting currency will result in
currency translation exchange gains or losses which, if the
appreciation or depreciation is significant, could be material.
In those areas where our revenue is denominated in a local
currency rather than our reporting currency, a depreciation of
the local currency against the United States dollar could
adversely affect our reported United States dollar earnings.
Additionally, the assets and liabilities of our international
operations are denominated in each countrys local
currency. As such, when the value of those assets is translated
into United States dollars, foreign currency exchange rates may
adversely affect the book value of our assets. We cannot predict
the effects of exchange rate fluctuations on our future
operating results. We will experience the effects of changes in
foreign currency exchange rates on our consolidated net income
in the future.

4



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Because our business is dependent on
commercial airfreight carriers, ocean freight carriers and other
transportation companies, changes in available cargo capacity
and other changes affecting such carriers as well as
interruptions in service or work stoppages by such carriers may
negatively impact our business.

We rely on commercial airfreight carriers, ocean
freight carriers, trucking companies and other transportation
companies in delivering our cargo. Consequently, our ability to
provide delivery services for our clients could be adversely
impacted by shortages in available cargo capacity; changes by
carriers and transportation companies in policies and practices
such as scheduling, pricing, payment terms and frequency of
service or increases in the cost of fuel, taxes and labor; and
other factors not within our control. Reductions in airfreight
or ocean freight capacity could potentially negatively impact
our yields. Material interruptions in service or stoppages in
transportation, whether caused by strike, work stoppage,
lock-out, slowdown or otherwise, could adversely impact our
business, results of operations and financial condition.

Our business is subject to seasonal
trends.

Historically, our operating results have been
subject to seasonal trends when measured on a quarterly basis.
Our first fiscal quarter is traditionally weaker compared with
our other fiscal quarters. This trend is dependent on numerous
factors, including the markets in which we operate, holiday
seasons, consumer demand, climate, economic conditions and
numerous other factors beyond our control. There can be no
assurance that our historic operating patterns will continue in
future periods as we cannot influence or forecast many of these
factors.

Comparisons of our operating results from
period to period are not necessarily meaningful and should not
be relied upon as an indicator of future
performance.

Our operating results have fluctuated in the past
and it is likely that they will continue to fluctuate in the
future because of a variety of factors, many of which are beyond
our control. Changes in our pricing policies and those of our
competitors and changes in the shipping patterns of our
customers may adversely impact our operating results. In
addition, the following factors could also cause fluctuations in
our operating results:



| |   |                                                                                                                 
| | - | ----------------------------------------------------------------------------------------------------------------
| |  | personnel costs,                                                                                                
|
| |  | timing and magnitude of capital expenditures,                                                                   
|
| |  | costs relating to the expansion of operations,                                                                  
|
| |  | costs and revenue fluctuations due to
    acquisitions,                                                         
|
| |  | pricing and availability of cargo space on
    airlines, ships and trucks which we utilize to transport freight,
|
| |  | adjustments in inventory levels,                                                                                
|
| |  | customer discounts and credits, and                                                                             
|
| |  | changes in our customers requirements for
    contract logistics and outsourcing services.                     

Because our quarterly revenues and operating
results vary significantly, comparisons of our results from
period to period are not necessarily meaningful and should not
be relied upon as an indicator of future performance.

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

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

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Acquisitions involve risks including those
relating to:



| |   |                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------
| |  | identification of appropriate acquisition
    candidates or negotiation of acquisitions on favorable terms and
    valuations,
|
| |  | integration of acquired businesses and personnel,                                                                             
|
| |  | implementation of proper business and accounting
    controls,                                                                
|
| |  | ability to obtain financing, on favorable terms
    or at all,                                                                
|
| |  | diversion of management attention,                                                                                            
|
| |  | retention of employees and customers, and                                                                                     
|
| |  | unexpected liabilities.                                                                                                       

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

Our growth and profitability may not
continue, which may result in a decrease in our stock
price.

We experienced significant growth in revenue and
operating income over the past several years. There can be no
assurance that our growth rate will continue or that we will be
able to effectively adapt our management, administrative and
operational systems to respond to any future growth. We can
provide no assurance that our operating margins will not be
adversely affected by future changes in and expansion of our
business or by changes in economic or political conditions.
Slower or less profitable growth or losses could adversely
affect our stock price.

We may not succeed with our NextLeap
strategic operating plan, and as a result our revenue and
profitability may not increase.

We are undertaking various efforts to implement
NextLeap, our five-year strategic operating plan, to
increase our customers and revenue, improve our operating
margins, and train and develop our employees. This strategic
operating plan requires that we successfully manage our
operations and growth. Our business is subject to numerous
factors beyond our control and there can be no guarantee that we
will be able to successfully implement NextLeapor that
our efforts will increase our revenue or improve our
profitability. If we are not able to increase our revenue or
improve our operating margins in the future, our stock price may
decrease.

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

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

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

The freight forwarding, contract logistics and
supply chain management industry is intensely competitive and we
expect it to remain so for the foreseeable future. We face
competition from a number of companies, including many that have
significantly greater financial, technical and marketing
resources.

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

Our industry is consolidating and if we
cannot gain sufficient market presence in our industry, we may
not be able to compete successfully against larger, global
companies in our industry.

There currently is a marked trend within our
industry toward consolidation of the niche players into larger
companies which are attempting to increase their global
operations through the acquisition of freight forwarders and
contract logistics providers. If we cannot gain sufficient
market presence in our industry through internal expansion and
additional acquisitions, we may not be able to compete
successfully against larger, global companies in our industry.

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

Our future performance depends, in significant
part, upon the continued service of our key management
personnel, including Roger MacFarlane (Chief Executive Officer),
Peter Thorrington (President and Chief Operating Officer),
Matthys Wessels (Chairman of the Board and Chief Executive
Officer African Region), Alan Draper (Executive Vice President
and President  Asia Pacific Region) and Lawrence
Samuels (Senior Vice President  Finance, Chief
Financial Officer and Secretary). There can be no assurance that
we can retain such key managerial employees. The loss of the
services of one or more of these or other key personnel could
have a material adverse effect on our business, operating
results and financial condition. We must continue to develop and
retain a core group of management personnel and address issues
of succession planning if we are to realize our goal of growing
our business. We cannot assure you that we will be able to do so.

Because we are a holding company, we are
financially dependent on receiving distributions from our
subsidiaries and we could be harmed if such distributions could
not be made in the future.

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

Because we manage our business on a
decentralized basis, our operations may be materially adversely
affected by inconsistent management practices.

We manage our business on a decentralized basis,
with local and regional management retaining responsibility for
day-to-day operations, profitability and the growth of the
business. Our decentralized operating strategy can make it
difficult for us to implement strategic decisions and
coordinated procedures throughout our global operations. In
addition, many of our subsidiaries operate with management,
sales and support personnel that may be insufficient to support
growth in their respective businesses without significant
central oversight and coordination. Our decentralized operating
strategy could result in inconsistent manage-

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ment practices and materially adversely affect
our overall profitability, and ultimately our business, results
of operations, financial condition and prospects.


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

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

If we fail to develop and integrate
information 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 customers and
protect against disruptions of our operations, we may lose
inventory items, orders or customers, which could seriously harm
our business.

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

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

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

If we fail to adequately protect our
intellectual property rights, the value of such rights may
diminish and our results of operations and financial condition
may be materially adversely affected.

We rely on a combination of copyright, trademark
and trade secret laws and confidentiality procedures to protect
our intellectual property rights. These protections may not be
sufficient, and they do not prevent independent third-party
development of competitive products or services. Further, the
laws of many foreign

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countries do not protect our intellectual
property rights to the same extent as the laws of the United
States. A failure to protect our intellectual property rights
could result in the loss or diminution in value of such rights.


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

In general, we limit by contract our liability to
our customers for loss or damage to their goods to $20 per
kilogram (approximately $9.07 per pound) for airfreight
shipments and $500 per carton or customary unit, including an
ocean container, for ocean freight shipments, with the actual
insured amount determined based on the value of the freight.
However, because a freight forwarders relationship to an
airline or ocean carrier is that of a shipper to a carrier, the
airline or ocean carrier generally assumes the same
responsibility to us as we assume to our customers. When we act
in the capacity of an authorized agent for an air or ocean
carrier, the carrier, rather than us, assumes liability for the
safe delivery of the customers cargo to its ultimate
destination. We have, from time to time, made payments to our
customers for claims related to our services which, to date,
have not been material to our results of operations. Should we
experience an increase in the number of such claims or an
increase in liability pursuant to claims or unfavorable
resolutions of claims, our results could be adversely affected.
There can be no assurance that our insurance coverage will
provide us with adequate coverage for such claims or that the
maximum amounts for which we are liable in connection with our
services will not change in the future. In addition, significant
increases in insurance costs as a result of claims arising from
our services could reduce our profitability.

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.

We are subject to a broad range of foreign and
domestic (including state and local) environmental, health and
safety and criminal laws and regulations, including those
governing discharges into the air and water, the storage,
handling and disposal of solid and hazardous waste and the
shipment of explosive or illegal substances. In the course of
our operations, we may be asked to arrange for the storage or
transportation of substances defined as hazardous under
applicable laws. As is the case with any such operation, if a
release of hazardous substances occurs on or from our facilities
or from the transporter, we may be required to participate in
the remedy of, or otherwise bear liability for, such release or
be subject to claims from third parties whose property or person
is injured by the release. In addition, if our employees arrange
for the storage or transportation of hazardous, explosive or
illegal materials in violation of applicable laws or
regulations, we may face civil or criminal fines or penalties,
including bans on making future shipments in particular
geographic areas. In the event we are found to not be in
compliance with applicable environmental, health and safety laws
and regulations or there is a future finding that our policies
and procedures fail to satisfy requisite minimum safeguards or
otherwise do not comply with applicable laws or regulations, we
could be subject 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.

Our air transportation activities in the United
States are subject to regulation by the Department of
Transportation as an indirect air carrier and by the Federal
Aviation Administration (FAA). We are subject to new security
measures and stricter shipper and customer classifications by
the new Transportation Security Administration and the FAA. We
anticipate new security requirements regarding the handling of
airfreight in the near term. Our overseas offices and agents are
licensed as airfreight forwarders in their respective countries
of operation, as necessary. We are accredited in each of our
offices by the International Air Transport Association
(IATA) or the Cargo Network Services Corporation, a
subsidiary of the IATA, as a registered agent. In the case of
our newer offices, we have applied for such a designation. Our
indirect air carrier status is also subject to the Indirect Air
Carrier Standard Security Program administered by the FAA.

We are licensed as a customs broker by the United
States Customs Service of the Department of the Treasury in each
United States customs district in which we do business. All
United States customs brokers

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are required to maintain prescribed records and
are subject to periodic audits by the United States Customs
Service. As a registered party under the self-policing
Customs-Trade Partnership Against Terrorism, we are also subject
to compliance with security regulations within the trade
environment that are enforced by the United States Customs
Service. We are also subject to regulations under the Container
Security Initiative, which is administered by the United States
Customs Service. Our foreign customs brokerage operations are
licensed in and subject to the regulations of their respective
countries.


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

As part of our contract logistics services, we
operate owned and leased warehouse facilities. Our operations at
these facilities include both warehousing and distribution
services, and we are subject to various federal and state
environmental, work safety and hazardous materials regulations.

We may experience an increase in operating costs,
such as costs for security, as a result of governmental
regulations that have been and will be adopted in response to
terrorist activities and potential terrorist activities. No
assurances can be given that we will be able to pass these
increased costs on to our customers in the form of rate
increases or surcharges. We cannot predict what impact future
regulations may have on our business. Our failure to maintain
required permits or licenses, or to comply with applicable
regulations, could result in substantial fines or revocation of
our operating permits and licenses.

If we are not able to sell container space
that we purchase from ocean shipping lines and capacity that we
charter from our carriers, we will not be able to recover our
out-of-pocket costs and our profitability may
suffer.

As an indirect ocean carrier or non-vessel
operating common carrier, we contract with ocean shipping lines
to obtain transportation for a fixed number of containers
between various points during a specified time period at
variable rates. As an airfreight forwarder, we occasionally
charter aircraft capacity to meet peak season volume increases
for our customers, particularly in Hong Kong and other locations
in Asia. We then solicit freight from our customers to fill the
ocean containers and air charter capacity. When we contract with
ocean shipping lines to obtain containers and with air carriers
to obtain charter aircraft capacity, we become obligated to pay
for the container space or charter aircraft capacity that we
purchase. If we are not able to sell all of our purchased
container space or charter aircraft capacity, we will not be
able to recover our out-of-pocket costs for such purchase of
container space or charter aircraft capacity.

If we lose certain of our contract
logistics customers or we cannot maintain adequate levels of
utilization in our shared warehouses, then we may experience
revenue losses and decreased profitability.

We anticipate that revenues from our contract
logistics services will account for an increasing portion of our
consolidated revenues and may continue to increase as we further
develop and expand our contract logistics, distribution and
outsourcing services. In some cases, we have entered into
long-term commitments for facilities. We lease single-tenant
warehouses and distribution facilities, which represent in the
aggregate approximately 1.0 million square feet, under
leases with terms longer than the logistics services contracts
we have with our customers. We are required to pay rent under
these real property leases even if such customers decide not to
renew or otherwise terminate their agreements with us and we are
not able to obtain new customers for these facilities. As a
result, our revenues and earnings may be adversely affected. In
addition, if

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we experience a decline in demand for space in
our shared warehouses, then our revenues and earnings may
decline as we would continue to be obligated to pay the full
amount of the underlying leases.


If we are not reimbursed for amounts which
we advance for our customers, our net revenue and profitability
may decrease.

We make significant disbursements on behalf of
our customers for transportation costs concerning collect
freight and customs duties and taxes and in connection with our
performance of other contract logistics services. The billings
to our customers for these disbursements may be several times
larger than the amount of revenue and fees derived from these
transactions. If we are unable to recover a significant portion
of these disbursements or if our customers do not reimburse us
for a substantial amount of these disbursements in a timely
manner, we may experience net revenue losses and decreased
profitability.

Our executive officers, directors and
principal shareholders control a significant portion of our
shares and their interests may be different than or conflict
with yours.

Our current executive officers, directors and
principal shareholders and their affiliates control a
significant portion of our ordinary shares. As a result, these
shareholders may be able to effectively influence us and direct
our affairs, including the election of directors and approval of
significant corporate transactions. This concentration of
ownership also may delay, defer or prevent a change in control
of our company, and make some transactions more difficult or
impossible without the support of these shareholders. These
transactions might include proxy contests, mergers, tender
offers, open market purchase programs or other purchases of our
ordinary shares that could give our shareholders the opportunity
to realize a premium over the then-prevailing market price of
our ordinary shares.

It may be difficult for our shareholders to
effect service of process and enforce judgments obtained in
United States courts against us or our directors and executive
officers who reside outside of the United States.

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

Because we are incorporated under the laws
of the British Virgin Islands, it may be more difficult for our
shareholders to protect their rights than it would be for a
shareholder of a corporation incorporated in another
jurisdiction.

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

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

We are authorized to issue up to 100,000,000
preference shares, of which 50,000,000 have been designated as
Class A preference shares and 50,000,000 have been
designated as Class B preference shares. Our board of
directors may determine the rights and preferences of the
Class A and Class B preference shares within the
limits set forth in our Memorandum and Articles of Association
and applicable law. Among other rights, our board of directors
may determine, without further vote or action by our
shareholders, the dividend,

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voting, conversion, redemption and liquidation
rights of our preference shares. Our board of directors may also
amend our Memorandum and Articles of Association to create from
time to time one or more classes of preference shares. The
issuance of any preference shares could adversely affect the
rights of the holders of ordinary shares, and therefore reduce
the value of the ordinary shares. While currently no preference
shares are outstanding, no assurances can be made that we will
not issue preference shares in the future.


Our Memorandum and Articles of Association
contain anti-takeover provisions which may discourage attempts
by others to acquire or merge with us and which could reduce the
market value of our ordinary shares.

Provisions of our Memorandum and Articles of
Association may discourage attempts by other companies to
acquire or merge with us, which could reduce the market value of
our ordinary shares. Provisions in our Memorandum and Articles
of Association may delay, deter or prevent other persons from
attempting to acquire control of us. These provisions include:



| |   |                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the authorization of our board of directors to
    issue preference shares with such rights and preferences
    determined by the board, without the specific approval of the
    holders of ordinary shares,                                                                                                                                           
|
| |  | our board of directors is divided into three
    classes each of which is elected in a different year,                                                                                                                                                                                                                                                  
|
| |  | the prohibition of action by the written consent
    of the shareholders,                                                                                                                                                                                                                                                                               
|
| |  | the establishment of advance notice requirements
    for director nominations and actions to be taken 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.

In addition, our Memorandum and Articles of
Association permits special meetings of the shareholders to be
called only by our chief executive officer or our board of
directors upon request by a majority of our directors or the
written request of holders of more than 50 percent of our
outstanding voting securities. Provisions of British Virgin
Islands law to which we are subject could impede a merger,
takeover or other business combination involving us or
discourage a potential acquiror from making a tender offer or
otherwise attempting to obtain control of us.






|        |                           
|------- | --------------------------
|Item 4. | Information on the Company

History and Development of the
Company

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

We formed our current business from a base of
three freight forwarders which we acquired from 1993 to 1995.
Currently, we operate a global network of 256 branch
offices and 84 logistics centers in 49 countries. In
addition, we service our customers through another
176 independent agent-owned offices, of which
158 offices are exclusive agents and 18 are
non-exclusive agents, that are located in 83 additional
countries. Our business is managed from seven principal support
offices in Dusseldorf, Hong Kong, Johannesburg, London and
Sydney and in the United States in Los Angeles, California and
Columbia, South Carolina. Our Chief Executive Officer, Chief
Operating Officer, investor relations staff, corporate financial
support staff and certain other corporate support staff are
located at our Los Angeles corporate support office, located at
19443 Laurel Park Road, Suite 111, Rancho Dominguez,
California 90220-6043, (310) 604-3311. Personnel conducting
other corporate administrative functions are located at our
other corporate support offices.

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In November 2000, we completed an initial public
offering of 5,405,000 ordinary shares. In December 2002, we
completed a secondary public offering of 4,600,000 ordinary
shares.

In addition to expenditures made for acquiring
businesses in the three-year period ended January 31, 2003,
we spent approximately $32.4 million on capital
expenditures, with the largest spending being for computer
equipment and software. The principal capital expenditures
currently in progress relate to various computer hardware and
software upgrades and network and security enhancements.

Our two largest acquisition expenditures during
the three-year period ended January 31, 2003, were for the
acquisition of Standard Corporation (which we refer to as
Standard), effective October 1, 2002, for an initial
purchase price of approximately $48.8 million, and the
Continental group of companies (which we refer to as
Continental) on September 1, 2000 for an initial
consideration of approximately $16.6 million (including the
value of shares issued as part of the initial consideration).
These expenditures were financed by bank borrowings and the
issuance of ordinary shares. The bank borrowings were repaid in
December 2002 for Standard and December 2000 for Continental
with proceeds from the secondary and initial public offerings,
respectively. We also acquired Grupo SLi and Union, S.L. (which
we refer to as SLi) for two initial cash payments totaling
approximately $13.1 million on January 25, 2002,
funded with the proceeds from our initial public offering. The
final total consideration for these acquisitions is dependent on
certain performance criteria being achieved over the next four
years. We expect that, should these performance criteria be met,
the additional earn-out payments will be paid out of our
existing resources and by our issuance of ordinary shares.

Business Overview

We are an international, non-asset based supply
chain management company that provides services through our
global network in 133 countries. Our services include air
and ocean freight forwarding, contract logistics, customs
brokerage and other logistics-related services including
consulting, the coordination of purchase orders and customized
management services.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Air and Ocean Freight
    Forwarding.As a freight
    forwarder, we conduct business as an indirect carrier for our
    customers or occasionally as an authorized agent for an airline
    or ocean carrier. We typically act as an indirect carrier with
    respect to shipments of freight unless the volume of freight to
    be shipped over a particular route is not large enough to
    warrant consolidating such freight with other shipments. In such
    situations, we usually forward the freight as an agent of the
    direct carrier. Except for a domestic delivery service which
    includes forwarding shipments by air or expedited ground
    transportation within South Africa, we primarily handle
    international shipments and do not provide for domestic
    shipments unless they occur as part of an international
    shipment. We consider our domestic delivery service within South
    Africa part of our airfreight services.



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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Customs
    Brokerage.As part of our
    integrated logistics services, we provide customs brokerage
    services in the United States and most of the countries in which
    we operate. Within each country, the rules and regulations vary,
    along with the level of expertise that is required to perform
    the customs brokerage services. We provide customs brokerage
    services in connection with a majority of the shipments which we
    handle as both an airfreight and ocean freight forwarder. We
    also provide customs brokerage services in connection with
    shipments forwarded by our competitors, and other companies may
    provide customs brokerage services in connection with the
    shipments which we forward.

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Contract Logistics.Our contract logistics services
    primarily relate to the warehousing and distribution of goods
    and materials in order to meet customers inventory needs
    and production or distribution schedules. Our distribution
    services include receiving, deconsolidation and
    decontainerization, sorting, put away, consolidation, assembly,
    cargo loading and unloading, assembly of freight and protective
    packaging, storage and distribution. Our outsourced services
    include inspection services, quality centers and manufacturing
    support.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | In October 2002, we acquired Standard
    Corporation, which currently operates logistics centers in 52
    sites located primarily in the southeastern United States.
    Because of the addition of Standard Corporation and our
    acquisition of SLi, headquartered in Madrid, a contract
    logistics and freight forwarding operation, in January 2002, we
    expect that our contract logistics service business will
    increase in fiscal 2004 over our historical levels in fiscal
    2003 and prior.



| |   |                                                                                                                                                                                                                                                                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Other Logistics-Related Services.We also provide a range of other
    logistics-related services, such as road transportation,
    consulting, order management, planning and optimization
    services, outsourced management services and specialized
    customer-specific supply chain solutions. We receive fees for
    other logistics-related services we perform.

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

|                   |             |                        |         |          |  |        |    |          |   |        |         |          |  |  |    |     |   |   |         |         |  |  |    |     |  
|------------------ | ----------- | ---------------------- | ------- | -------- |  | ------ | -- | -------- | - | ------ | ------- | -------- |  |  | -- | --- | - | - | ------- | ------- |  |  | -- | --- | -
|                   |             |                       
|                   |             | Year Ended January 31,
|                   |             |                       
|                   |             |                        |         |          |  |       
|                   |             | 2003                   |         | 2002     |  | 2001  
|                   |             |                        |         |          |  |       
|                   |             |                        |         | % of Net |  |        |    | % of Net |   |        |         | % of Net
|                   |             | Amount                 |         | Revenue  |  | Amount |    | Revenue  |   | Amount |         | Revenue 
|                   |             |                        |         |          |  |        |    |          |   |        |         |         
|Airfreight         |             | $                      | 157,493 |          |  |        | 39 | %        |   | $      | 142,312 |          |  |  | 47 | %   |   | $ | 145,594 |         |  |  | 48 | %  
|Ocean freight      |             |                        | 66,554  |          |  |        | 16 |          |   |        | 58,633  |          |  |  | 19 |     |   |   | 54,461  |         |  |  | 18 |    
|Customs brokerage  |             |                        | 61,105  |          |  |        | 15 |          |   |        | 54,034  |          |  |  | 18 |     |   |   | 55,295  |         |  |  | 18 |    
|Contract logistics |             |                        | 79,517  |          |  |        | 20 |          |   |        | 14,957  |          |  |  | 5  |     |   |   | 8,478   |         |  |  | 3  |    
|Other              |             |                        | 40,121  |          |  |        | 10 |          |   |        | 34,623  |          |  |  | 11 |     |   |   | 38,018  |         |  |  | 13 |    
|                   |             |                        |         |          |  |        |    |          |   |        |         |          |  |  |    |     |   |   |         |         |  |  |    |    
|                   | Net revenue |                        | $       | 404,790  |  |        |    | 100      | % |        | $       | 304,559  |  |  |    | 100 | % |   | $       | 301,846 |  |  |    | 100 | %
|                   |             |                        |         |          |  |        |    |          |   |        |         |          |  |  |    |     |   |   |         |         |  |  |    |    

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

|             |             |                        |         |          |  |        |    |          |   |        |        |          |  |  |    |     |   |   |         |         |  |  |    |     |  
|------------ | ----------- | ---------------------- | ------- | -------- |  | ------ | -- | -------- | - | ------ | ------ | -------- |  |  | -- | --- | - | - | ------- | ------- |  |  | -- | --- | -
|             |             |                       
|             |             | Year Ended January 31,
|             |             |                       
|             |             |                        |         |          |  |       
|             |             | 2003                   |         | 2002     |  | 2001  
|             |             |                        |         |          |  |       
|             |             |                        |         | % of Net |  |        |    | % of Net |   |        |        | % of Net
|             |             | Amount                 |         | Revenue  |  | Amount |    | Revenue  |   | Amount |        | Revenue 
|             |             |                        |         |          |  |        |    |          |   |        |        |         
|Europe       |             | $                      | 99,571  |          |  |        | 25 | %        |   | $      | 62,457 |          |  |  | 20 | %   |   | $ | 62,702  |         |  |  | 21 | %  
|Americas     |             |                        | 143,484 |          |  |        | 35 |          |   |        | 94,045 |          |  |  | 31 |     |   |   | 100,577 |         |  |  | 33 |    
|Asia Pacific |             |                        | 70,626  |          |  |        | 17 |          |   |        | 60,075 |          |  |  | 20 |     |   |   | 42,992  |         |  |  | 14 |    
|Africa       |             |                        | 91,109  |          |  |        | 23 |          |   |        | 87,982 |          |  |  | 29 |     |   |   | 95,575  |         |  |  | 32 |    
|             |             |                        |         |          |  |        |    |          |   |        |        |          |  |  |    |     |   |   |         |         |  |  |    |    
|             | Net revenue |                        | $       | 404,790  |  |        |    | 100      | % |        | $      | 304,559  |  |  |    | 100 | % |   | $       | 301,846 |  |  |    | 100 | %
|             |             |                        |         |          |  |        |    |          |   |        |        |          |  |  |    |     |   |   |         |         |  |  |    |    

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Historically, our operating results have been
subject to seasonal trends when measured on a quarterly basis.
Our first quarter is traditionally weaker compared with the
other fiscal quarters, which we believe is in keeping with the
trends of the operating results of other supply chain service
providers. This trend is dependent on numerous factors,
including the markets in which we operate, holiday seasons,
consumer demand and economic conditions. We cannot accurately
predict the timing of these factors, nor can we accurately
estimate the impact of any particular factor, and thus we can
give no assurance that these historical seasonal patterns will
continue in future periods.

Sales and Marketing

To market our services, we produce customized
supply chain solutions that provide the logistics services our
clients require. We use our planning and optimization systems to
identify the needs of our customers and to develop supply chain
solutions tailored to our customers industry-specific
requirements. In this way, we attempt to become our
customers primary provider of supply chain services,
thereby increasing the range and volume of transactions and
services provided to our customers. For fiscal 2003, no single
customer accounted for more than 4% of our gross revenue and our
top five customers accounted for less than 10% of our gross
revenue.

We market our services through an organization
consisting of approximately 490 full-time salespersons who
receive assistance from our senior management and regional and
local managers. Our four principal geographic regions are
Europe, Americas, Asia Pacific and Africa and each regional
manager is responsible for the financial performance of his or
her region. We have implemented a sales process by which we use
our supply chain consulting services, which primarily relate to
planning and optimizing the movement of freight, to market our
core services of freight forwarding, customs brokerage and
contract logistics services.

In connection with our sales process and in order
to serve the needs of our customers, some of which desire only
our freight forwarding and contract logistics services and for
others who desire a wider variety of our supply chain solutions
services, our sales force is divided into two specialized sales
groups. One of these sales groups focuses primarily on marketing
our air and ocean freight forwarding, contract logistics and
customs brokerage services and the other group focuses on
marketing all of our supply chain solutions services.

Our sales and marketing efforts are directed at
both global and local customers. Our global solutions sales and
marketing teams focus their efforts on obtaining and developing
large volume global accounts with multiple shipping locations
who require comprehensive solutions. These accounts typically
impose numerous requirements on their providers, such as
electronic data interchange, Internet-based tracking and
monitoring systems, proof of delivery capabilities, customized
shipping reports and a global network of offices.

The requirements imposed by our large volume
global accounts often limit the competition for these accounts
to large freight forwarders, third-party logistics providers and
integrated carriers with global operations. Our global solutions
sales and marketing teams also target companies operating in
specific industries with unique supply chain requirements, such
as the pharmaceutical, fashion and apparel, chemical, automotive
and technology industries.

Our local sales and marketing teams focus on
selling to and servicing smaller- and medium-sized customers who
primarily are interested in selected services, such as freight
forwarding, contract logistics and customs brokerage. These two
sales and marketing teams may work together on larger accounts.

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

Competition

Competition within the freight forwarding,
logistics and supply chain management industries is intense. We
compete primarily with a relatively small number of
international firms that have the worldwide capabilities to
provide the breadth of services that we offer. We also encounter
competition from regional and

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local third-party logistics providers, integrated
transportation companies that operate their own aircraft, cargo
sales agents and brokers, surface freight forwarders and
carriers, airlines, associations of shippers organized to
consolidate their members shipments to obtain lower
freight rates, and Internet-based freight exchanges.


In addition, computer information and consulting
firms which traditionally operated outside of the supply chain
management industry have been expanding the scope of their
services to include supply chain related activities so that they
may service the supply chain needs of their existing customers
and offer their information systems services to new customers.

Information Technology Systems

We developed our eMpower suite of proprietary
supply chain technology systems based on open architecture
design. eMpower facilitates the online operations of our supply
chain activities, allows our agents and offices to link to our
transportation system and offers our customers real-time,
web-based access to detailed levels of inventory product and
shipment data, customized reporting and analysis and easy
integration with their technology systems. Within eMpower are
various supply chain information systems, including the
following:



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

Intellectual Property

We have applied for federal trademark or service
mark registration of the names UTi, eMpower and Inzalo and the
logo for UTi. In addition, we have received federal trademark or
service mark registration of the name Union-Transport and the
logo for Union-Transport. All of these names and logo have also
been or are currently being registered in countries around the
world. We have no patents nor have we filed any patent
applications. While we may seek further trademarks or service
marks and perhaps patents on inventions or processes in the
future, we believe our success depends primarily on factors such
as the technological skills and innovative abilities of our
personnel rather than on any patents or other registrations we
may obtain.

Government Regulation

Our airfreight forwarding business in the United
States is subject to regulation, as an indirect air cargo
carrier, under the Federal Aviation Act by the Department of
Transportation, although airfreight forwarders are exempted from
most of this Acts requirements by the applicable
regulations. Our airfreight forwarding business in the United
States is also subject to regulation by the new Transportation
Security Administration. Our indirect air carrier status is also
registered and in compliance with the Indirect Air Carrier
Standard Security Program administered by the Transportation
Security Administration. To facilitate compliance with

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known shipper requirements, we are
part of a national database which helps delineate shipper status
for security purposes. Our foreign airfreight forwarding
operations are subject to similar regulation by the regulatory
authorities of the respective foreign jurisdictions. The
airfreight forwarding industry is subject to regulatory and
legislative changes that can affect the economics of the
industry by requiring changes in operating practices or
influencing the demand for, and the costs of providing, services
to customers.


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

We are licensed as a customs broker by the United
States Customs Service of the Department of the Treasury in
United States customs districts in which we do business.
All United States Customs brokers are required to maintain
prescribed records and are subject to periodic audits by the
United States Customs Service. As a registered party under the
self-policing Customs-Trade Partnership Against Terrorism, we
are also subject to compliance with security regulations within
the trade environment that are enforced by the United States
Customs Service. We are also subject to regulations under the
Container Security Initiative, which is administered by the
United States Customs Service. Since February 1, 2003, we
have been operational in submitting manifests automatically to
U.S. Customs from foreign ports 24 hours in advance of
vessel departure. Our foreign customs brokerage operations are
licensed in and subject to the regulations of their respective
countries.

Some portions of our warehouse operations require
authorizations and bonds by the United States Department of the
Treasury and approvals by the United States Customs Service. We
are subject to various federal and state environmental, work
safety and hazardous materials regulations at our owned and
leased warehouse facilities. Our foreign warehouse operations
are subject to the regulations of their respective countries.

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

Although our current operations have not been
significantly affected by compliance with, or liability arising
under, these environmental, health and safety laws, we cannot
predict what impact future environmental, health and safety
regulations might have on our business. In the areas of our
business where we engage in warehousing, distribution and
contract logistics, we have in place additional insurance
coverages.

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

Organizational Structure

UTi Worldwide Inc., incorporated under the
International Business Companies Act of the British Virgin
Islands, is a holding company and all of our operations are
conducted through subsidiaries. Our subsidiaries, along with
their countries of incorporation and our ownership interests,
are included in Exhibit 8.1, included

17



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with this report. The proportion of voting power
that we hold for each subsidiary is equivalent to our percentage
ownership.


Property, Plants and Equipment

We lease or, in a few cases, own
357 facilities in 49 countries. These facilities are
comprised of office and warehouse space. In most countries,
these facilities typically are located close to an airport,
ocean port, an important border crossing, or a favorable
location for distribution and range in size from approximately
3,000 square feet to approximately 540,000 square feet. Leases
for our principal properties generally have terms of five years
or more and often include options to renew. While some of our
leases are month-to-month and others expire in the near term, we
believe that our facilities are adequate for our current needs
and for the foreseeable future.

Included in our leased facilities we have
approximately 1.1 million square feet of single-tenant
warehouses and distribution facilities and approximately
2.7 million square feet of shared warehouses, excluding our
contract logistics operations located in the customers
facilities. As of January 31, 2003, we leased
63 medium- to large-sized warehouse facilities ranging in
size from approximately 10,000 to approximately 540,000 square
feet and we own three medium-sized warehouse facilities ranging
in size from approximately 30,000 to approximately 50,000 square
feet, which were located in Australia (three locations), Belgium
(two locations), Canada (one location), Colombia (two
locations), the Czech Republic (one location), Germany (one
location), Hong Kong (three locations), Italy (four locations),
Ireland (one location), Malaysia (one location), the Netherlands
(three locations), Portugal (one location), South Africa (five
locations), Spain (eight locations), Sri Lanka (one location),
Sweden (one location), the United Kingdom (three locations) and
the United States (25 locations). Approximately
0.8 million square feet of our leased facilities represents
single-tenant warehouses and distribution facilities under
leases with a term longer than the logistics services contracts
we have with our customers.

We also own five facilities in South Africa
ranging in size from approximately 21,400 square feet to
approximately 243,000 square feet which we use in our domestic
delivery service.






|        |                                                 
|------- | ------------------------------------------------
|Item 5. | Operating and Financial Review and
    Prospects

Overview

The following discussion of our operating results
explains material changes in our consolidated results of
operations for the years ended January 31, 2003 and 2002
compared to the respective prior year. The discussion should be
read in conjunction with the consolidated financial statements
and related notes included elsewhere in this report. This
discussion contains forward-looking statements, the accuracy of
which involves risks and uncertainties and our actual results
could differ materially from those anticipated in the
forward-looking statements for many reasons, including, but not
limited to, those factors described under Key
Information  Risk Factors and elsewhere in this
report. We disclaim any obligation to update information
contained in any forward-looking statement. Our consolidated
financial statements attached to this report, have been prepared
in United States dollars and in accordance with U.S. GAAP.

In fiscal 2003, the operating results of Standard
are included in the Companys financial statements since
the effective date of the acquisition, October 1, 2002. We
acquired the entire issued share capital of Standard for an
initial purchase price of approximately $48.8 million, of
which approximately $31.3 million represented goodwill and
other intangible assets. The final total consideration for this
acquisition could be up to approximately $12.5 million
higher, but is dependent on certain performance criteria being
achieved over the two-year period following the date of
acquisition. The operating results of Zeracon Limited,
incorporated in the United Kingdom, are included since its date
of acquisition on November 1, 2002. We acquired Zeracon for
an initial purchase price of approximately $2.5 million, of
which approximately $2.0 million represented goodwill. The
final total consideration for this acquisition is dependent on
certain performance criteria being achieved over three-year
period following the date of acquisition.

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In fiscal 2002, the operating results of the
acquired operations for SLi are also included in the
Companys financial statements since the date of
acquisition, January 25, 2002. UTi acquired the entire
issued share capital of SLi, incorporated in Spain, for two
initial cash payments totaling approximately $13.1 million,
of which approximately $12.8 million represented goodwill.
The remainder of the purchase price is contingent on future
performance and is based on a multiple of the annual net income
of the purchased operations over the period February 1,
2002 through January 31, 2006. The four earn-out payments
are calculated on each years results and are to be paid
annually, using a deemed UTi share price of approximately $15.82
per ordinary share and are payable in ordinary shares or cash at
the sellers option if the share price is below $15.82. The
acquisition has been accounted for using the purchase method of
accounting. The operating results of Pership Logistics (Private)
Limited, incorporated in Sri Lanka, and Eilat Overseas Limited,
incorporated in Israel, are included since their dates of
acquisition, February 1, 2001 and May 1, 2001,
respectively. The total consideration paid for the acquisitions
in Sri Lanka and Israel was $2.0 million.

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

Our reporting currency is the U.S. dollar.
However, due to our global operations, we conduct and will
continue to conduct business in currencies other than our
reporting currency. The conversion of these currencies into our
reporting currency for reporting purposes will be affected by
any movement in these currencies against the U.S. dollar. A
depreciation of these currencies against the U.S. dollar
would result in lower gross and net revenues reported, however
as applicable costs are also converted from these currencies,
costs would also be lower. The net impact on our net income is
therefore somewhat mitigated. Similarly, the opposite effect
will occur if these currencies appreciate against the
U.S. dollar.

Our principal sources of income include
airfreight forwarding, ocean freight forwarding, customs
brokerage, contract logistics and other services. We attempt to
become our customers preferred provider of supply chain
management solutions, thus increasing both the range and volume
of transactions for our services. Our recent growth in gross
revenue and net revenue resulted from both growth of our
existing operations and growth which we attribute to our
acquisitions.

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



| |                      
| | ---------------------
| | Airfreight Forwarding

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

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

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

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



| |                         
| | ------------------------
| | Ocean Freight Forwarding

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

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

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



| |                  
| | -----------------
| | Customs Brokerage

We provide customs clearance and brokerage
services with respect to the majority of the shipments we handle
as a freight forwarder. We also provide customs brokerage
services for shipments handled by our competitors. These
services include assisting with and performing regulatory
compliance functions in international trade.

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



| |                   
| | ------------------
| | Contract Logistics

Our contract logistics services primarily relate
to the warehousing and distribution of goods and materials in
order to meet customers inventory needs and production or
distribution schedules. Our distribution services include
receiving, deconsolidation and decontainerization, sorting, put
away, consolidation, assembly, cargo loading and unloading,
assembly of freight and protective packaging, storage and
distribution. Our outsourced services include inspection
services, quality centers and manufacturing support.

Contract logistics gross revenue is recognized
when the service has been provided to third parties in the
ordinary course of business. We have expanded our contract
logistics services with our acquisitions of Standard in fiscal
2003, which has traditionally experienced operating profit
margins at levels less than our historical levels, and SLi in
fiscal 2002. We expect that our contract logistics services
business will increase in fiscal 2004 over fiscal 2003 levels.

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| |               
| | --------------
| | Other Services

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

Discussion of Operating Results

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

|              |  |                        |           |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  
|------------- |  | ---------------------- | --------- | ------- |  | ------ | --- | ------- |  | ------ | ------- | ------- |  |  | --- | - |  | - | ------- |  |  |  | --- | -
|              |  |                       
|              |  | Year Ended January 31,
|              |  |                       
|              |  |                        |           |         |  |       
|              |  | 2003                   |           | 2002    |  | 2001  
|              |  |                        |           |         |  |       
|              |  |                        |           | % of    |  |        |     | % of    |  |        |         | % of   
|              |  |                        |           | Gross   |  |        |     | Gross   |  |        |         | Gross  
|              |  | Amount                 |           | Revenue |  | Amount |     | Revenue |  | Amount |         | Revenue
|              |  |                        |           |         |  |        |     |         |  |        |         |        
|Europe        |  | $                      | 372,515   |         |  |        | 32  | %       |  | $      | 264,280 |         |  |  | 30  | % |  | $ | 266,560 |  |  |  | 31  | %
|Americas      |  |                        | 317,314   |         |  |        | 27  |         |  |        | 258,008 |         |  |  | 29  |   |  |   | 293,150 |  |  |  | 34  |  
|Asia Pacific  |  |                        | 337,430   |         |  |        | 29  |         |  |        | 242,950 |         |  |  | 27  |   |  |   | 179,286 |  |  |  | 21  |  
|Africa        |  |                        | 142,801   |         |  |        | 12  |         |  |        | 124,548 |         |  |  | 14  |   |  |   | 124,263 |  |  |  | 14  |  
|              |  |                        |           |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  
|Gross revenue |  | $                      | 1,170,060 |         |  |        | 100 | %       |  | $      | 889,786 |         |  |  | 100 | % |  | $ | 863,259 |  |  |  | 100 | %
|              |  |                        |           |         |  |        |     |         |  |        |         |         |  |  |     |   |  |   |         |  |  |  |     |  

Gross revenue increased $280.3 million, or
31%, to $1.2 billion for fiscal 2003 compared to
$889.8 million for fiscal 2002 due to increases in contract
logistics (325%), airfreight forwarding (26%), ocean
freight forwarding (11%), other revenue (57%), and
customs brokerage (15%). Overall, our reported gross
revenue for fiscal 2003 benefited by approximately
$102.3 million from acquisitions completed during fiscal
2003 (primarily Standard) and those completed in fiscal 2002,
which had a full year impact in fiscal 2003 (primarily SLi). In
the prior year, gross revenue increased 3% to
$889.8 million for fiscal 2002 compared to
$863.3 million for fiscal 2001 also due to increases in
contract logistics (99%), airfreight forwarding (4%),
ocean freight forwarding (1%), and other revenue (13%)
offset by a decline in customs brokerage (4%). We estimate
that acquisitions completed during fiscal 2002 accounted for
$37.5 million of our gross revenue for fiscal 2002.

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

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

|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |    |  
|---------------------------------- | -------------------------------------------------------- | ---------------------- | --- | ---- | - | ---- | --- | -- | - |  | --- | -- | -
|                                   |                                                          |                       
|                                   |                                                          | Year Ended January 31,
|                                   |                                                          |                       
|                                   |                                                          | 2003                   |     | 2002 |   | 2001
|                                   |                                                          |                        |     |      |   |     
|Net revenues:                      |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|                                   | Airfreight forwarding                                    |                        |     | 39   | % |      |     | 47 | % |  |     | 48 | %
|                                   | Ocean freight forwarding                                 |                        |     | 16   |   |      |     | 19 |   |  |     | 18 |  
|                                   | Customs brokerage                                        |                        |     | 15   |   |      |     | 18 |   |  |     | 18 |  
|                                   | Contract logistics                                       |                        |     | 20   |   |      |     | 5  |   |  |     | 3  |  
|                                   | Other                                                    |                        |     | 10   |   |      |     | 11 |   |  |     | 13 |  
|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|Total net revenues                 |                                                          |                        | 100 |      |   |      | 100 |    |   |  | 100 |   
|Operating expenses:                |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|                                   | Staff costs                                              |                        |     | 51   |   |      |     | 51 |   |  |     | 51 |  
|                                   | Depreciation                                             |                        |     | 3    |   |      |     | 3  |   |  |     | 3  |  
|                                   | Amortization of goodwill and other intangible
    assets |                        |     | *    |   |      |     | 2  |   |  |     | 2  |  
|                                   | Other operating expenses                                 |                        |     | 35   |   |      |     | 34 |   |  |     | 36 |  
|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|Operating income                   |                                                          |                        | 11  |      |   |      | 10  |    |   |  | 8   |   
|Interest expense, net              |                                                          |                        | *   |      |   |      | *   |    |   |  | *   |   
|Gains/(losses) on foreign exchange |                                                          |                        | *   |      |   |      | *   |    |   |  | 1   |   
|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|Pretax income                      |                                                          |                        | 11  |      |   |      | 9   |    |   |  | 8   |   
|Income tax expense                 |                                                          |                        | 3   |      |   |      | 3   |    |   |  | 2   |   
|Minority interests                 |                                                          |                        | *   |      |   |      | *   |    |   |  | *   |   
|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |   
|Net income                         |                                                          |                        | 7   | %    |   |      | 6   | %  |   |  | 6   | % 
|                                   |                                                          |                        |     |      |   |      |     |    |   |  |     |   



---



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



| |                                                                        
| | -----------------------------------------------------------------------
| | Year Ended January 31, 2003 Compared
    to Year Ended January 31, 2002

Net revenue increased $100.2 million, or
33%, to $404.8 million for fiscal 2003 compared to
$304.6 million for fiscal 2002. Overall, our net revenue
benefited from acquisitions made during fiscal 2003 (primarily
Standard) as well as from the full year effect of acquisitions
made in fiscal 2002 (primarily SLi). We estimate that
acquisitions accounted for approximately $74.4 million of
the net revenue increase for fiscal 2003 versus the prior fiscal
year.

Airfreight forwarding net revenue increased
$15.2 million, or 11%, to $157.5 million for fiscal
2003 compared to $142.3 million for the prior year. This
increase primarily resulted from higher volumes in all regions,
but particularly in the Asia Pacific region, partially offset by
negative pricing pressures and a lower overall airfreight yield.
Fiscal 2003 airfreight forwarding net revenue for Asia Pacific,
where there was increased demand in airfreight created by the
West Coast port lock-out, increased 20% over the prior year.
Airfreight forwarding net revenue in Europe also benefited from
acquisitions in addition to increased volumes, resulting in
growth of 23% in fiscal 2003 when compared to fiscal 2002. We
experienced pricing pressures in all regions as a result of
carrier capacity restraints and, in the Asia Pacific region, as
a result of our air charter program that we employed to secure
airfreight capacity for our clients. The overall airfreight
yield also declined because of a shift in our geographic mix of
gross revenues with an increasing share from the Asia Pacific
region where our yields are at lower levels than the
Companys historic average yield, thereby depressing the
overall yield.

Ocean freight forwarding net revenue increased
$8.0 million, or 14%, to $66.6 million for fiscal 2003
compared to $58.6 million for the prior year. This increase
was due primarily to increased volumes in fiscal

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2003 versus fiscal 2002 and secondarily to
acquisitions. Volume increases were tempered somewhat by
negative pricing pressures. Africa and Europe experienced growth
in ocean freight forwarding net revenue, with increases of 33%
and 30%, respectively, in fiscal 2003 compared to fiscal 2002,
benefiting primarily from the SLi acquisition and, to a lesser
degree, increased volumes from our operations in existence prior
to fiscal 2002.


Customs brokerage net revenue increased
$7.1 million, or 13%, to $61.1 million for fiscal 2003
compared to $54.0 million for fiscal 2002. Customs
brokerage net revenue increased primarily as a result of the
higher shipping volumes resulting from increased demand for our
services.

Contract logistics net revenue increased
$64.6 million, or 431%, to $79.5 million for fiscal
2003 compared to $15.0 million for the prior year. This
increase was primarily due to contributions from the Standard
and SLi acquisitions, which contributed four and twelve months
of operating results, respectively, and, to a lesser degree, new
business.

Other net revenue, which includes revenue from
our other logistics-related services such as road
transportation, consulting, order management, planning and
optimization services, increased $5.5 million, or 16%, to
$40.1 million for fiscal 2003 compared to
$34.6 million for fiscal 2002. This increase was primarily
due to contributions from the Standard and SLi acquisitions,
and, to a lesser degree, new business.

Staff costs increased $49.0 million, or 31%,
to $205.0 million for fiscal 2003 from $156.0 million
for the prior year, primarily as a result of the addition of
personnel in connection with our acquisitions of Standard and
SLi. Staff costs, however, remained constant when expressed as a
percentage of net revenue, at 51% in both fiscal 2003 and fiscal
2002. Staff costs are the largest component of operating
expenses and we strive to manage these costs in relation to net
revenue growth.

Depreciation expense increased by
$1.8 million, or 19%, for fiscal 2003 over fiscal 2002 to
$11.2 million primarily due to increases in capital
spending for computer equipment and fixtures and fittings during
the period, along with the impact of fiscal 2003 acquisitions
and the full year impact of fiscal 2002 acquisitions.
Depreciation expense remained constant at 3% of net revenue in
fiscal 2003 as compared to the prior year.

Amortization of goodwill and other intangible
assets decreased by $5.1 million, or 96%, to
$0.2 million in fiscal 2003 as compared to
$5.3 million in the prior year. We ceased amortizing
goodwill effective February 1, 2002 when we adopted
Statement of Financial Accounting Standards No. 142,
Goodwill and Other Intangible Assets(SFAS No. 142),
however, we recorded amortization expense of $0.2 million
related to the amortization of other intangible assets acquired
with Standard.

Other operating expenses increased by
$38.8 million, or 37%, to $142.9 million in fiscal
2003 compared to $104.1 million for fiscal 2002. Included
in other operating expenses for fiscal 2003 are facilities and
communications costs of $45.9 million compared to
$37.3 million of such costs for the prior year. Facilities
and communications costs increased primarily as a result of the
addition of new locations in fiscal 2003 as compared to the
prior year, including the acquisitions of Standard and SLi. The
balance of the other operating expenses is comprised of selling,
general and administrative costs. For fiscal 2003, selling,
general and administrative costs were $97.0 million
compared to $66.8 million for the same prior year period.
The increase in selling, general and administrative costs was
primarily a result of the acquisitions of Standard and SLi. When
expressed as a percentage of net revenue, other operating
expenses increased from 34% for fiscal 2002 to 35% for fiscal
2003.

Interest expense, consisting primarily of
interest on our credit facilities and capital lease obligations
offset by interest income on our cash deposits, decreased
$0.7 million to $0.5 million in fiscal 2003 from
$1.2 million for the prior year. This decrease was due
primarily to decreased borrowings during fiscal 2003 as compared
to the prior year, along with increased interest income for the
cash on deposit received in December 2002 from our follow-on
stock offering.

There was a net loss on foreign exchange of
$1.7 million in fiscal 2003 compared to a gain of $17,000
for the prior year. This decrease was primarily due to exchange
losses recorded upon the settlement of intercompany loans in the
fourth quarter of fiscal 2003.

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The effective income tax rate increased to 29% in
fiscal 2003 compared to 28% in the prior year. Our overall tax
rate is impacted by the geographic composition of our worldwide
taxable income, with some of our operations in countries with
low effective income tax rates.

Net income increased by $10.1 million, or
53%, to $29.3 million in fiscal 2003 as compared to the
prior year for the reasons listed above.



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

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

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

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

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

Other net revenue, which includes revenue from
our other logistics-related services such as road freight
transportation, consulting, order management, planning and
optimization services, increased $3.1 million, or 7%, to
$49.6 million for fiscal 2002 compared to
$46.5 million for fiscal 2001. This increase is primarily a
result of our increasing efforts to provide additional services
such as warehousing and other specialized supply chain
management services.

Staff costs increased $1.6 million, or 1%,
to $156.0 million for fiscal 2002 from $154.4 million
for the prior year. However, staff costs remained constant when
expressed as a percentage of net revenue, at 51% in both fiscal
2002 and fiscal 2001.

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

Amortization of goodwill and other intangible
assets increased by $1.0 million, or 24%, to
$5.3 million in fiscal 2002 as compared to
$4.3 million in the prior year. This increase was due to
the full year effect of acquisitions we made in fiscal 2001 and
the related goodwill being amortized, as well as the
amortization of goodwill relating to the acquisitions completed
during fiscal 2002. Amortization of goodwill expressed as a
percentage of net revenue remained constant at 2% in fiscal 2002
compared to the prior year.

Other operating expenses decreased by
$5.7 million, or 5%, to $104.1 million in fiscal 2002
compared to $109.8 million for fiscal 2001. Included in
other operating expenses for fiscal 2002 are facilities and

24



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


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

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

The effective income tax rate increased to 28% in
fiscal 2002 compared to 24% in the prior year. The lower rate in
the prior year was largely due to the utilization of tax loss
carryforwards not previously recognized.

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

Liquidity and Capital Resources

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

In fiscal 2003, we generated approximately
$49.6 million in net cash from operating activities. This
resulted from net income of $29.3 million plus depreciation
and amortization of intangible assets totaling
$11.4 million, deferred income taxes of $0.4 million
and other items totaling $1.6 million, plus a net decrease
in working capital of approximately $6.9 million. The net
decrease in working capital consisted primarily of an increase
in accounts receivable of $18.4 million offset by an
increase in accounts payable of $23.0 million. Our
increases in accounts receivable and accounts payable during
fiscal 2003 were due primarily to our increased revenues in the
fourth quarter of fiscal 2003 as compared to the comparable
prior year period.

During fiscal 2003, we used approximately
$62.9 million of cash for acquisitions and contingent
earn-out payments, of which approximately $45.8 million was
used to acquire Standard. During fiscal 2003, cash used for
capital expenditures was $13.6 million, consisting
primarily of computer hardware and software and furniture,
fixtures and fittings.

Our financing activities during fiscal 2003
provided $103.3 million of cash, primarily due to the net
proceeds of approximately $100.0 million that we received
from our secondary stock offering in December 2002. In addition,
we increased our borrowings under our bank lines of credit by
$12.4 million, and repaid $3.7 million and
$3.1 million of our short-term and long-term borrowings,
respectively, along with $1.0 million of our capital lease
obligations. Lastly, we paid dividends of $1.9 million
during fiscal 2003.

These activities, along with the foreign exchange
rate changes, resulted in a net increase of our cash and cash
equivalents from $87.6 million at January 31, 2002 to
$168.1 million at January 31, 2003.

We have various bank credit facilities
established in countries where such facilities are required for
our business. At January 31, 2003 these facilities provided
for lines of credit from approximately $0.1 million to
$39.4 million, and in total provided for guarantees, which
are a necessary part of our business, of $45.9 million and
a total borrowing capacity of approximately $138.9 million
at January 31, 2003. Due to the global nature of our
business, we utilize a number of financial institutions to
provide these various facilities. Consequently,

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##### Table of Contents



the use of a particular credit facility is
normally restricted to the country in which it originated and a
particular credit facility may restrict distributions by the
subsidiary operating in the country. Our borrowings under these
facilities totaled $40.5 million at January 31, 2003.
Most of our borrowings are secured by grants of security
interests in accounts receivable and other assets, including
pledges of stock of our subsidiaries. The interest rates on
these facilities vary and ranged from 2.0% to 17.8% at
January 31, 2003. These rates are generally linked to the
prime lending rate in each country where we have facilities. We
use our credit facilities to primarily fund our working capital
needs as well as to provide for customs bonds and guarantees and
forward exchange transactions. While the majority of our
borrowings are due and payable within one year, we believe we
will be able to renew such facilities on commercially reasonable
terms.


Our two largest facilities are with Nedcor Bank
Limited and General Electric Capital Corporation. Our facility
with Nedcor Bank Limited totals 24.3 million British pounds
sterling (equivalent to approximately $39.4 million as of
January 31, 2003). This facility is primarily used for
guarantees and standby letters of credit to secure banking
facilities and performance undertakings of our subsidiary
companies. The facility is available on an ongoing basis until
further notice, subject to Nedcor Banks credit review
procedures and may be terminated by the bank at any time. The
facility is secured by cross guarantees and indemnities of
selected subsidiary companies. UTi, United States, Inc., our
U.S. operating company, has a revolving credit facility
with General Electric Capital Corporation which provides for up
to $29.0 million of borrowings based on a formula of
eligible accounts receivable. The credit facility is secured by
substantially all of the assets of the U.S. operating
company and its subsidiaries as well as a pledge of the stock of
the U.S. operating company and its subsidiaries. This
credit facility matures in August 2003 and contains financial
and other covenants and restrictions applicable to our
U.S. operations and a change of control provision
applicable to changes at our U.S. holding company level.
This agreement limits the right of the U.S. operating
company to distribute funds to holding companies. We are
currently evaluating our options with regard to a renewal or
replacement of this facility with General Electric Capital
Corporation. At January 31, 2003, we had approximately
$52.5 million of available, unused borrowing capacity under
our bank credit facilities.

At January 31, 2003, we had the following
contractual obligations (in thousands):

|                                          |       |                        |         |           |  |       |        |        |  |         |        |        |  |   |        |        |  |   |        |        | 
|----------------------------------------- | ----- | ---------------------- | ------- | --------- |  | ----- | ------ | ------ |  | ------- | ------ | ------ |  | - | ------ | ------ |  | - | ------ | ------ | 
|                                          |       |                       
|                                          |       | Payments Due by Period
|                                          |       |                       
|                                          |       |                        |         | Less Than |  | 1-3   |        | 4-5    |  | After 5
|                                          |       | Total                  |         | 1 Year    |  | Years |        | Years  |  | Years  
|                                          |       |                        |         |           |  |       |        |        |  |        
|Bank and other long-term debt obligations |       | $                      | 42,778  |           |  | $     | 42,579 |        |  | $       | 141    |        |  | $ | 58     |        |  | $ |       |       
|Capital lease obligations(1)              |       |                        | 15,047  |           |  |       | 2,918  |        |  |         | 2,926  |        |  |   | 9,203  |        |  |   |       |       
|Operating leases                          |       |                        | 114,121 |           |  |       | 27,162 |        |  |         | 44,478 |        |  |   | 29,979 |        |  |   | 12,502 |       
|Unconditional purchase obligations        |       |                        | 241     |           |  |       | 241    |        |  |         |       |        |  |   |       |        |  |   |       |       
|                                          |       |                        |         |           |  |       |        |        |  |         |        |        |  |   |        |        |  |   |        |       
|                                          | Total |                        | $       | 172,187   |  |       | $      | 72,900 |  |         | $      | 47,545 |  |   | $      | 39,240 |  |   | $      | 12,502 | 
|                                          |       |                        |         |           |  |       |        |        |  |         |        |        |  |   |        |        |  |   |        |       



---



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

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

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

Impact of Inflation

To date, our business has not been significantly
or adversely affected by inflation. Historically, we have been
generally successful in passing carrier rate increases and
surcharges on to our customers by means of price increases and
surcharges. Direct carrier rate increases could occur over the
short- to medium-term. Due

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to the high degree of competition in the
marketplace, these rate increases might lead to an erosion of
our profit margins.


Critical Accounting Policies and
Estimates

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

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



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

Gross revenue represents billings on exports to
customers, plus net revenue on imports, net of any billings for
value added taxes, custom duties and freight insurance premiums
whereby we act as an agent. Gross revenue and freight
consolidation costs for airfreight and ocean freight forwarding
services, including commissions earned from our services as an
authorized agent for airline and ocean carriers and third-party
freight insurers, are recognized at the time the freight departs
the terminal of origin which is when the customer is billed.
Gross customs brokerage revenue, contract logistics revenue and
other revenue are recognized when we bill the customer, which
for customs brokerage revenue is when the necessary
documentation for customs clearance has been completed, and for
contract logistics and other revenue is when the service has
been provided to third parties in the ordinary course of
business. Net revenue is determined by deducting freight
consolidation costs from gross revenue. Freight consolidation
costs are recognized at the time the freight departs the
terminal of origin.



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

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



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

Goodwill, representing the excess of acquisition
costs over the fair value of net assets of businesses purchased,
is accounted for under the provisions of SFAS No. 142. The
realizability and period of benefit of goodwill are evaluated
periodically when events or circumstances indicate that
nonrecoverability of goodwill is possible. If it becomes
probable that the future undiscounted cash flows associated with
such goodwill is less than its carrying value, an impairment
loss would be recognized. These recoverability evaluations are
subjective and require management assessments and judgments.
Historically, acquired businesses generally have generated
sufficient cash flows to recover the cost of goodwill.

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| |              
| | -------------
| | Contingencies

We are subject to a range of claims, lawsuits and
administrative proceedings that arise in the ordinary course of
business. Estimating liabilities and costs associated with these
matters requires judgment and assessment based upon professional
knowledge and experience of management and its legal counsel.
When estimates of our exposure from claims or pending or
threatened litigation matters meet the recognition criteria of
SFAS No. 5, Accounting for Contingencies, amounts
are recorded as charges to earnings. The ultimate resolution of
any exposure to us may change as further facts and circumstances
become known.



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

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

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

Recent Accounting Pronouncements

In June 2001, the FASB issued two new
pronouncements: SFAS No. 141, Business Combinations(SFAS 141), and SFAS No. 142, Goodwill and
Other Intangible Assets(SFAS 142). SFAS 141
supercedes Accounting Principles Board (APB) Opinion
No. 16, Business Combinations, and prohibits the use
of the pooling-of-interest method for business combinations
initiated after June 30, 2001 and applies to all business
combinations accounted for by the purchase method that are
completed after June 30, 2001. SFAS 142 supercedes APB
Opinion No. 17, Intangible Assets, and prohibits the
amortization of all goodwill related to business combinations
acquired after June 30, 2001. SFAS 142 also
establishes a new two-phase method of testing goodwill for
impairment on an annual basis or on an interim basis if an event
occurs or circumstances change that would reduce the fair value
of a reporting unit below its carrying value. In accordance with
the statement, amortization of goodwill, including goodwill
recorded in past business combinations, ceased beginning
February 1, 2002. The first phase of the impairment
testing, required to be completed by July 31, 2002, screens
for impairment; while the second phase (if necessary), required
to be completed by January 31, 2003, measures the
impairment. We completed the required screening test for
potential impairment of goodwill recorded at February 1,
2002 and determined that there was no impairment of goodwill.
Therefore, the second step of the impairment test was not
applicable.

In June 2001, the FASB issued SFAS No. 143,
Accounting for Asset Retirement Obligations(SFAS 143). SFAS 143 establishes accounting and
reporting standards for obligations associated with the
retirement of tangible long-lived assets and the associated
asset retirement costs. SFAS becomes effective for all fiscal
quarters of fiscal years beginning after June 15, 2002. We
adopted the policy effective February 1, 2002 and its
adoption did not have a material effect on our results of
operations and financial position.

In August 2001, the FASB issued SFAS
No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets(SFAS 144), which supercedes SFAS
No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed of.
SFAS 144 establishes accounting and reporting standards for
the impairment or disposal of long-lived assets. This statement
also expands the scope of a discontinued operation to include a
component of an entity, and eliminates the current exemption to
consolidation when control over a subsidiary is likely to be
temporary. SFAS 144 became effective for all fiscal
quarters of fiscal

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years beginning after December 15, 2001. We
adopted SFAS 144 on February 1, 2002 and its adoption
did not have a material impact on our financial position or
results of operations.


In April 2002, the FASB issued SFAS No. 145,
Rescission of FASB Statements Numbers 4, 44 and 64, Amendment
of FASB No. 13 and Technical Corrections. SFAS
No. 145 rescinds FASB Statement No. 4, Reporting
Gains and Losses from Extinguishment of Debt, and an
amendment of that Statement, FASB Statement No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. This statement also rescinds FASB Statement
No. 44, Accounting for Intangible Assets of Motor
Carriers. This statement amends FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency
between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback
transactions. This statement also amends other existing
authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability
under changed conditions. We have determined that this statement
will have no impact on our consolidated financial position or
results of operations.

In June 2002, the FASB issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal
Activities. SFAS No. 146 addresses financial accounting
and reporting for costs associated with exit or disposal
activities and nullifies Emerging Issues Task Force Issue
No. 94-3, Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). This
statement is effective for exit or disposal activities that are
initiated after December 31, 2002, with early application
encouraged. We have determined that the adoption of this
statement will have no material impact on our consolidated
financial position or results of operations.

In December 2002, the FASB issued SFAS
No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure 
an amendment of FASB Statement No. 123. SFAS
No. 148 amends SFAS No. 123, Accounting for
Stock-Based Compensation, to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation and to amend
the disclosure requirements regarding the method of accounting
for stock-based employee compensation and the effect of the
method used on reported results. This statement is effective for
fiscal years ending after December 15, 2003, while certain
disclosure provisions are effective for financial statements for
fiscal years ending after December 15, 2002. We have
determined that this statement will have no material impact on
our consolidated financial position or results of operations.

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|        |                                               
|------- | ----------------------------------------------
|Item 6. | Directors, Senior Management and
    Employees

Directors and Senior Management

Our senior managers and directors are as follows:

|                        |  |     |    |          |  |                                                                                            
|----------------------- |  | --- | -- | -------- |  | -------------------------------------------------------------------------------------------
|Name                    |  | Age |    | Position
|                        |  |     |    |         
|Roger I. MacFarlane     |  |     | 58 |          |  | Chief Executive Officer and Director                                                       
|Peter Thorrington       |  |     | 57 |          |  | President, Chief Operating Officer and Director                                            
|Matthys J. Wessels      |  |     | 58 |          |  | Chairman of the Board of Directors, Chief
    Executive Officer African Region and Director
|Alan C. Draper          |  |     | 50 |          |  | Executive Vice President and President-Asia
    Pacific Region and Director                
|Lawrence R. Samuels     |  |     | 46 |          |  | Senior Vice President-Finance, Chief Financial
    Officer and Secretary                   
|Gene Ochi               |  |     | 53 |          |  | Senior Vice President-Marketing and Global Growth                                          
|Linda C. Bennett        |  |     | 52 |          |  | Senior Vice President and Chief Information
    Officer                                    
|John S. Hextall         |  |     | 46 |          |  | President-Europe, Middle East and North Africa
    Region                                  
|Brian R. J. Dangerfield |  |     | 44 |          |  | Executive Vice President Northeast Asia and the
    Indian Subcontinent                    
|Gordon G. Abbey         |  |     | 50 |          |  | Managing Director UTi Africa Region                                                        
|David Cheng             |  |     | 58 |          |  | Chairman of UTi Hong Kong & China                                                          
|Carlos Escario Pascual  |  |     | 41 |          |  | Managing Director, Grupo SLi                                                               
|William T. Gates        |  |     | 55 |          |  | Chief Executive Officer-Standard Corporation                                               
|Walter R. Mapham        |  |     | 55 |          |  | Director Strategic Services                                                                
|Glenn Mills             |  |     | 50 |          |  | Vice President-Sales & Marketing, Asia Pacific                                             
|Michael K. OToole      |  |     | 58 |          |  | Vice President-Predictable Performance                                                     
|Graham Somerville       |  |     | 48 |          |  | Managing Director Sun Couriers Division                                                    
|William H. Davidson     |  |     | 51 |          |  | Director                                                                                   
|Leon J. Level           |  |     | 62 |          |  | Director                                                                                   
|Allan M. Rosenzweig     |  |     | 48 |          |  | Director                                                                                   
|J. Simon Stubbings      |  |     | 58 |          |  | Director                                                                                   

Roger I. MacFarlanehas served as our Chief Executive
Officer since May 2000 and has been a director since our
formation in 1995. From 1995 to April 2000, Mr. MacFarlane
served as our Chief Executive Officer of the Americas Region and
was responsible for overseeing our operations in North and South
America. From 1993 to 1995, Mr. MacFarlane served as the
Chief Executive Officer of the Americas Division of one of our
predecessor corporations, and was responsible for overseeing its
operations in North and South America. From 1987 to 1993,
Mr. MacFarlane served in various executive capacities,
including Joint Chief Executive, for BAX Global, an
international freight forwarder and a subsidiary of The Pittston
Company, a New York Stock Exchange traded company. From 1983 to
1987, Mr. MacFarlane served as a director and held various
executive positions, including Chief Executive Officer, for WTC
International N.V., an international freight forwarder and an
American Stock Exchange traded company. From 1976 to 1982,
Mr. MacFarlane co-founded and managed the operations of
Rand Freight (Proprietary) Limited, an international airfreight
company, until that company merged with WTC International N.V.
From 1970 to 1975, Mr. MacFarlane was the Managing Director
of the Airfreight Division of the Rennies Consolidated Holdings.
Mr. MacFarlane received a Bachelor of Arts degree and an
L.L.B. degree from the University of Cape Town.

Peter Thorringtonhas served as our President and
Chief Operating Officer since May 2000 and has been a director
since our formation in 1995. From 1995 to April 2000,
Mr. Thorrington served as our Chief Executive Officer of
the European Region and was responsible for overseeing our
operations in Europe. From

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


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

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

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

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

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

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

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

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

David Chenghas served as our Chairman of UTi
Hong Kong and China since 2000 when we acquired Continental.
Prior to joining us in 2000, Mr. Cheng was an owner of
Continental from 1972, when he co-founded the company, to 2000.

Carlos Escario Pascualhas served as Managing Director,
Grupo SLi since 1991 when he co-founded the company. Prior to
1991 through 1993, Mr. Escario served as the Managing
Director of TACISA Group of Companies. Mr. Escario received
a Bachelor of Arts degree in Business Administration from
Universidad Complutense de Madrid and an M.B.A. from the
Instituto de Estudios Superiores de la Empresa of Barcelona, a
branch of the University of Navarra. Mr. Escarios
experience also includes serving as a Lieutenant in the Supply
Corps for the Spanish Navy and being a licensed custom broker.

William T. Gateshas served as Chief Executive
Officer of Standard Corporation since October 2000. From 1997 to
September 2000, he served as Chief Operating Officer of Standard
and from 1994 to 1997, he served as President of Standard. Prior
to 1994, Mr. Gates served as Vice President (1991-1993) and
General Manager (1988-1990) of Standard. Prior to joining
Standard, Mr. Gates was General Manager of the Wal-Mart
Distribution Center in Laurens, South Carolina. Mr. Gates
received a Bachelor of Science degree from Cal Poly and a
Masters Degree in Logistics Systems Management from the
University of Southern California. Mr. Gates
experience also includes serving in the U.S. Marine Corps as a
Logistics Officer.

Walter R. Maphamhas served as our Director
Strategic Services since May 2000 and served as Global Vice
President of Information Technology from 1996 to May 2000.
Mr. Mapham is the brother-in-law of Peter Thorrington, our
President and Chief Operating Officer. Mr. Mapham received
a MSc Biometry degree from Natal University and an M.B.A. from
the University of Cape Town.

Glenn Millshas served as our Vice
President-Sales & Marketing, Asia Pacific since June of
2001. Prior to that, Mr. Mills was Managing Director of UTI
Australia from 1994 to 2001. From 1988 to 1994, Mr. Mills
was the Managing Director of Dean Management Services an
Australian company specializing in international trade
management services, and from 1984 to 1988, he controlled the
international transportation activities for Coles Myer in
Australia.

Michael K. OToolehas served as our Vice
President-Predictable Performance since May of 2000. From 1998
until 2000, Mr. OToole served as Western Regional
Vice President of Union-Transport Corporation, and from 1986
until 1992, as Vice President of Burlington Air Express.
Mr. OToole received a Bachelor of Science degree in
Economics from Portland State University.

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

William H. Davidsonhas served as a director since
July 2001. Dr. Davidson served as a Professor of Management
at the Marshall School of Business, University of Southern
California from 1988 to 1997. Dr. Davidson was a partner at
Deloitte & Touche LLP from 1996 to 1998 with leadership
responsibilities in the telecom and media management consulting
practice. Since 1998, Dr. Davidson has been the chair of
MESA Research, a management consulting firm. Dr. Davidson
earned an A.B. in economics, an M.B.A. and a doctorate in
business administration, all from Harvard University.

Leon J. Levelhas served as a director since
February 2001 and he is a member of our audit and compensation
committees. He currently serves as chairman of our audit
committee. Mr. Level has been the Vice President, Chief
Financial Officer and a director of Computer Sciences
Corporation, a New York Stock Exchange listed company, since
1989. From 1981 to 1989, Mr. Level served as Vice President
and Treasurer for Unisys Corporation (formerly Burroughs
Corporation) and Mr. Level also served as Chairman of
Unisys Finance Corporation. From 1971 to 1981, he served in a
variety of financial positions with The Bendix Corporation,
including Assistant Corporate Controller and Executive Director.
Mr. Level is a Certified Public Accountant and began his
career in 1963 at Deloitte & Touche LLP (formerly Haskins
& Sells), rising to the level of Principal. He holds both
B.B.A. and M.B.A. degrees from the University of Michigan.

Allan M. Rosenzweighas served as a director since
October 2000 and he is a member of our audit and compensation
committees. From 1996 to August 2002, Mr. Rosenzweig was
the Group Director  Corporate Finance of MIH Limited,
previously a Nasdaq National Market System listed company until
its acquisition by Naspers in 2003, and served as a director of
MIH Limited from October 1997 to August 2002.
Mr. Rosenzweig served as a director of OpenTV Corp., a
Nasdaq National Market System and Amsterdam Stock Exchange
listed company from 1999 to August 2002. Since August 2002,
Mr. Rosenzweig has been a consultant. Mr. Rosenzweig
also serves as a director of Brait S.A., a company listed on the
London Stock Exchange, Luxembourg Stock Exchange and
Johannesburg Stock Exchange. Before joining MIH Limited in 1996,
Mr. Rosenzweig was the director of corporate finance of
NetHold. From 1986 to 1996, Mr. Rosenzweig was the managing
director of Intertax (Pty) Ltd., an international tax
consultancy firm. Mr. Rosenzweig received a B.A., L.L.B.
and H. Dip. Tax Law from the University of the Witwatersand in
Johannesburg.

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

Compensation

The aggregate salary, bonus and other
compensation paid by us and our subsidiaries to our directors
and executive officers (executive directors) and
senior managers as a group during the fiscal year ended
January 31, 2003 was approximately $4.8 million. Of
this amount, approximately $1.0 million was paid to our
senior managers and executive directors in the form of bonus
payments based on an assessment of individual objectives and
results achieved. The aggregate amount set aside during the
fiscal year by us and our subsidiaries to provide pension,
retirement and similar benefits to our executive directors and
senior managers as a group during the fiscal year ended
January 31, 2003 was approximately $0.2 million.

During fiscal 2003, options to purchase 460,000
of our ordinary shares were granted to our executive directors
and senior managers. The exercise price for these options was
$19.00 to $20.86 per share and the options expire in ten years
or less from the date of grant.

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Board Practices

Our Articles of Association provide for a
classified board composed of three classes of
directors with staggered terms. One class of directors is
elected at each annual meeting of shareholders
(members) and, once elected, directors in the class serve a
three-year term and until their respective successors are duly
elected. Currently there are two Class A directors,
Mr. Draper and Mr. Rosenzweig, whose terms expire at
our 2004 annual meeting; three Class B directors,
Mr. Thorrington, Mr. Stubbings and Mr. Level,
whose terms expire at our 2005 annual meeting; and three Class
C directors, Mr. MacFarlane, Mr. Wessels
and Dr. Davidson, whose terms expire at our 2003 annual
meeting.

Our non-employee directors do not have service
contracts with us providing for benefits upon the cessation of
their service. Each non-employee director is entitled to receive
an annual retainer of $30,000 plus meeting fees of $2,000 per
each meeting attended in person and $1,000 per each substantive
telephonic meeting attended for their service on our board. Our
non-employee directors who are members of our Audit Committee or
Compensation Committee are entitled to receive an annual
retainer of $5,000 for each committee they are a member of for
services as committee members. During fiscal 2003, options to
purchase 12,000 of our ordinary shares were granted to our
non-employee directors under our Non-Employee Directors Share
Option Plan. The exercise price for these options was $19.70 per
share and the options expire in ten years or less from the date
of grant.

Audit Committee

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

Compensation Committee

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

Management Committee

Our management committee has been authorized by
the board of directors to act on the boards behalf within
certain limits set by the board, between meetings of the board
of directors. The members of the management committee include
Mr. Draper, Mr. MacFarlane, Mr. Thorrington and
Mr. Wessels.

Employment Agreements

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

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one-year anniversary of a change of control, they
are entitled to voluntarily resign and receive 24 months
salary as severance. The agreements also contain nondisclosure
and nonsolicitation provisions.


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

Employees

At January 31, 2003, 2002 and 2001, we
employed a total of 10,079, 6,948 and 6,735 persons,
respectively. A breakdown of our employees by region for the
last three fiscal years is as follows:

|             |  |                   |        |      |  |      |       |  |  |  |       | 
|------------ |  | ----------------- | ------ | ---- |  | ---- | ----- |  |  |  | ----- | 
|             |  |                  
|             |  | As of January 31,
|             |  |                  
|             |  | 2003              |        | 2002 |  | 2001
|             |  |                   |        |      |  |     
|Europe       |  |                   | 1,567  |      |  |      | 1,333 |  |  |  | 1,146 | 
|Americas     |  |                   | 3,876  |      |  |      | 1,252 |  |  |  | 1,335 | 
|Asia Pacific |  |                   | 1,515  |      |  |      | 1,364 |  |  |  | 1,097 | 
|Africa       |  |                   | 3,070  |      |  |      | 2,948 |  |  |  | 3,114 | 
|Corporate    |  |                   | 51     |      |  |      | 51    |  |  |  | 43    | 
|             |  |                   |        |      |  |      |       |  |  |  |       | 
|Total        |  |                   | 10,079 |      |  |      | 6,948 |  |  |  | 6,735 | 
|             |  |                   |        |      |  |      |       |  |  |  |       | 

The large increase in our number of employees
between January 31, 2002 and January 31, 2003 was due
to our acquisition of Standard, which was effective
October 1, 2002 and which added approximately 2,600
employees to our Americas region.

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

Share Ownership



| |                       
| | ----------------------
| | 2000 Stock Option Plan

Our 2000 Stock Option Plan provides for the
issuance of options to purchase ordinary shares to our
directors, executives, employees and consultants. This plan
allows for the grant of incentive and non-qualified stock
options. 2,298,661 shares are reserved for issuance under
the plan, subject to adjustments.

The exercise price of an incentive stock option
cannot be less than 100% of the fair market value of an ordinary
share on the grant date, and the exercise price in case of any
non-statutory stock option shall not be less than 85% of the
fair market value on the grant date. No person who owns more
than 10% of the total combined voting power of our stock may
receive incentive stock options unless the exercise price is at
least 110% of the fair market value of a share on the grant
date. The 2000 Stock Option Plan terminates on March 7,
2010. As of January 31, 2003, options to purchase 2,087,008
ordinary shares with option exercise prices ranging from $12.49
to $23.98 per share were outstanding. Options granted under this
plan expire in ten years or less from the date of grant.



| |                                             
| | --------------------------------------------
| | Non-Employee Directors Share Option
    Plan

Our Non-Employee Directors Share Option Plan
provides that we shall grant options to purchase our ordinary
shares to each of our non-employee directors. Under this plan,
Mr. Stubbings received an initial grant of options to
purchase 3,000 shares, and Dr. Davidson,
Mr. Level and Mr. Rosenzweig each received an initial

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grant of options to purchase 15,000 shares
when they joined our board. As new non-employee directors are
added to our board, they will each receive on the day they join
the board an initial grant of options to purchase 15,000
ordinary shares. The plan also provides that each non-employee
director is to receive options to purchase 3,000 ordinary shares
on the date of each of our annual meetings, excluding the annual
meeting in the year the director joined the board. A total of
400,000 shares have been reserved for the issuance of
options under this plan, subject to adjustment in the event of
specific types of changes in our capitalization.


Options granted under the plan vest in three
annual increments, beginning one year from the grant date. The
option exercise price is equal to the fair market value of the
underlying ordinary shares as of the grant date. As of
January 31, 2003, options to purchase 66,000 ordinary
shares with option exercise prices ranging from $15.92 to $19.70
per share had been granted under the plan. Options granted under
the plan expire 10 years from the grant date unless
terminated earlier as provided for in the plan.



| |                                      
| | -------------------------------------
| | 2000 Employee Share Purchase
    Plan

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

Employees in selected subsidiaries who have
worked for us for a year or more are eligible to participate in
the plan. Eligible employees become plan participants by
completing subscription agreements authorizing payroll
deductions which are used to purchase shares. The plan is
administered in quarterly offering periods. The purchase price
for shares purchased under this plan shall be the lower of 85%
of the fair market value of our ordinary shares on either the
first day or the last day of each quarterly offering period. As
of January 31, 2003, 355,062 ordinary shares remained
available to be purchased under the plan.



| |                       
| | ----------------------
| | Share Incentive Trusts

As of January 31, 2003, a total of 412,039
of our issued and outstanding ordinary shares were held in two
Guernsey Island trusts created to facilitate share ownership by
our executives, employees and directors. One trust was
established in 1997 pursuant to our Union-Transport Share
Incentive Plan for the benefit of plan participants which
include officers, employees and non-executive directors of the
company and its subsidiaries. Under this share incentive plan,
plan participants were given the right to purchase from the
trust ordinary shares at $9.69 per share, but the purchase price
of the shares is not payable immediately. As of January 31,
2003, one director had the right to purchase 6,554 ordinary
shares, which vest over time, at a purchase price of $9.69 under
the share incentive plan. Shares are registered in the name of
the participants and are pledged in favor of the trust as
security for payment of the obligation to purchase the shares.
The other trust was established in 1994 pursuant to our
Executive Share Plan for the benefit of our directors and
officers. Under the Executive Share Plan, participants are
granted options to purchase shares, which options expire if not
exercised by the seventh anniversary of the date of grant.
Options granted under the executive share plan have exercise
prices between $1.99 and $3.87 per share. Subject to applicable
requirements, participants in both plans currently have rights
which vest over time to acquire a total of 163,744 shares
from these two trusts.

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

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

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As of January 31, 2003, our directors and
senior managers held the following options to purchase our
ordinary shares pursuant to our 2000 Stock Option Plan,
Non-Employee Directors Stock Option Plan and Executive Share
Plan:

|               |        |        |  |                 |         |  |  |  |                | 
|-------------- | ------ | ------ |  | --------------- | ------- |  |  |  | -------------- | 
|               |        | Number |  |                
|               |        | of     |  |                
|Exercise Price |        | Shares |  | Expiration Date
|               |        |        |  |                
|               | $ 3.87 |        |  |                 | 15,501  |  |  |  | November 2003  | 
|               | 3.87   |        |  |                 | 7,751   |  |  |  | January 2004   | 
|               | 12.49  |        |  |                 | 20,000  |  |  |  | October 2011   | 
|               | 12.97  |        |  |                 | 278,511 |  |  |  | April 2010     | 
|               | 14.27  |        |  |                 | 393,188 |  |  |  | April 2010     | 
|               | 15.92  |        |  |                 | 6,000   |  |  |  | June 2011      | 
|               | 15.92  |        |  |                 | 15,000  |  |  |  | July 2011      | 
|               | 16.40  |        |  |                 | 131,062 |  |  |  | September 2010 | 
|               | 16.40  |        |  |                 | 18,000  |  |  |  | October 2010   | 
|               | 17.25  |        |  |                 | 15,000  |  |  |  | January 2011   | 
|               | 18.13  |        |  |                 | 3,350   |  |  |  | December 2010  | 
|               | 19.00  |        |  |                 | 420,000 |  |  |  | June 2012      | 
|               | 19.70  |        |  |                 | 12,000  |  |  |  | July 2012      | 
|               | 20.86  |        |  |                 | 40,000  |  |  |  | November 2012  | 




Item 7.Major
Shareholders and Related Party Transactions

Major Shareholders

The following table sets forth specified
information with respect to the beneficial ownership of our
ordinary shares as of April 16, 2003 by each person (or
group of affiliated persons) who is known by us to beneficially
own 5% or more of our outstanding ordinary shares, each of our
directors, each of our senior managers, and all of our directors
and senior managers as a group.

|                                       |  |              |           |         |  |  |      | 
|-------------------------------------- |  | ------------ | --------- | ------- |  |  | ---- | 
|                                       |  |             
|                                       |  | Ownership(1)
|                                       |  |             
|Identity of Person or Company          |  | Number       |           | Percent
|                                       |  |              |           |        
|United Service Technologies Limited(2) |  |              | 9,269,345 |         |  |  | 30.3 | 
|Union-Transport Holdings Inc.(3)       |  |              | 1,813,225 |         |  |  | 5.9  | 
|PTR Holdings Inc.(4)                   |  |              | 3,304,501 |         |  |  | 10.8 | 
|T. Rowe Price Associates, Inc.(5)      |  |              | 2,978,800 |         |  |  | 9.8  | 
|Matthys J. Wessels(6)                  |  |              | 2,239,254 |         |  |  | 7.3  | 
|Roger I. MacFarlane(7)                 |  |              | 830,360   |         |  |  | 2.7  | 
|Peter Thorrington(8)                   |  |              | 830,360   |         |  |  | 2.7  | 
|Alan C. Draper(9)                      |  |              | 776,596   |         |  |  | 2.5  | 
|Lawrence R. Samuels                    |  |              | *         |         |  |  | *    | 
|Gene Ochi                              |  |              | *         |         |  |  | *    | 
|Linda C. Bennett                       |  |              | *         |         |  |  | *    | 
|John S. Hextall                        |  |              | *         |         |  |  | *    | 
|Brian R. J. Dangerfield                |  |              | *         |         |  |  | *    | 
|Gordon G. Abbey                        |  |              | *         |         |  |  | *    | 
|David Cheng                            |  |              | *         |         |  |  | *    | 
|William Gates                          |  |              | *         |         |  |  | *    | 
|Walter R. Mapham                       |  |              | *         |         |  |  | *    | 

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##### Table of Contents



|                                                              |  |              |           |         |  |  |      | 
|------------------------------------------------------------- |  | ------------ | --------- | ------- |  |  | ---- | 
|                                                              |  |             
|                                                              |  | Ownership(1)
|                                                              |  |             
|Identity of Person or Company                                 |  | Number       |           | Percent
|                                                              |  |              |           |        
|Glenn Mills                                                   |  |              | *         |         |  |  | *    | 
|Michael K. OToole                                            |  |              | *         |         |  |  | *    | 
|Graham Somerville                                             |  |              | *         |         |  |  | *    | 
|William H. Davidson                                           |  |              | *         |         |  |  | *    | 
|Leon J. Level                                                 |  |              | *         |         |  |  | *    | 
|Allan M. Rosenzweig                                           |  |              | *         |         |  |  | *    | 
|J. Simon Stubbings                                            |  |              | *         |         |  |  | *    | 
|Directors and senior managers as a group (20
    persons)(10) |  |              | 5,185,481 |         |  |  | 17.0 | 



---



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



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | More than one person may be deemed to be a
    beneficial owner of the same securities as determined in
    accordance with the rules of the SEC. The information is not
    necessarily indicative of beneficial ownership for any other
    purpose. In certain cases, voting and investment power may be
    shared by spouses under applicable law.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
| | (2) | Based on a Schedule 13G filed with the
    Securities and Exchange Commission on February 14, 2001,
    United Service Technologies Limited, a British Virgin Islands
    company, is the registered holder of the shares indicated in the
    above table. PTR Holdings Inc., a British Virgin Islands company
    (which we refer to as PTR Holdings), owns approximately 39% of
    United Service Technologies Limited, but disclaims beneficial
    ownership of any of our ordinary shares held by United Service
    Technologies Limited. Mr. Wessels is the Chairman of the
    Board of United Service Technologies Limited, but disclaims
    beneficial ownership of any of our ordinary shares held by
    United Service Technologies Limited.                                                                                                                                                                                                                                        
|
| | (3) | Union-Transport Holdings Inc., a British Virgin
    Islands company (which we refer to as UT Holdings), is the
    registered holder of the shares indicated in the above table.
    PTR Holdings is the owner of 56% of the securities of
    UT Holdings and each of Messrs. MacFarlane and
    Thorrington is the owner of 11% of the securities of
    UT Holdings. Two irrevocable trusts formed under the laws
    of California, one established for the descendents of each of
    Messrs. MacFarlane and Thorrington, are each the owners of
    11% of the outstanding securities of UT Holdings. The
    independent trustees of such trusts have the power to make
    decisions with regard to their UT Holdings securities.
    Pursuant to separate voting agreements between UT Holdings
    and its shareholders, UT Holdings agreed to vote the UTi
    ordinary shares held by it as directed by its shareholders in
    proportion to their interests in UT Holdings as follows:

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



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



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (4) | Listed in the above table are the 1,491,276
    ordinary shares registered in the name of PTR Holdings and
    the 1,813,225 ordinary shares registered in the name of
    UT Holdings. PTR Holdings is indirectly owned by
    holding companies indirectly controlled by Mr. Wessels,
    Mr. MacFarlane and Mr. Thorrington and by the Anubis
    Trust, a Guernsey Islands trust. Under a 2000 voting
    arrangement, the trust has the power to vote a majority of the
    outstanding shares of PTR Holdings although it disclaims
    beneficial ownership

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##### Table of Contents



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | of the shares held by PTR Holdings. Pursuant
    to separate voting agreements between PTR Holdings and its
    shareholders, PTR Holdings agreed to vote the UTi ordinary
    shares held directly by PTR Holdings and the UTi ordinary
    shares held by UT Holdings which PTR Holdings may
    vote, as directed by the shareholders of PTR Holdings in
    proportion to their interests in PTR Holdings. The voting
    rights of the Anubis Trust under its agreement with
    PTR Holdings were assigned to Mr. Wessels.
    Accordingly, the indirect shareholders of PTR Holdings have
    the voting power (but not investment or dispositive power) over
    the following UTi ordinary shares:

|                |  |                  |           | 
|--------------- |  | ---------------- | --------- | 
|Shareholder     |  | Number of Shares
|                |  |                 
|Mr. MacFarlane  |  |                  | 542,182   | 
|Mr. Thorrington |  |                  | 542,182   | 
|Mr. Wessels     |  |                  | 1,422,317 | 



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



| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | Based on an amendment to Schedule 13G filed
    with the Securities and Exchange Commission on February 4,
    2003, by T. Rowe Price Associates, Inc. (Price Associates).
    These securities are owned by various individual and
    institutional investors which Price Associates serves as
    investment adviser with power to direct investments and/or sole
    power to vote the securities. For purposes of the reporting
    requirements of the Securities Exchange Act of 1934, Price
    Associates is deemed to be a beneficial owner of such
    securities; however, Price Associates expressly disclaims that
    it is, in fact, the beneficial owner of such securities.
|
| | (6) | Includes the UTi ordinary shares registered in
    the name of a holding company indirectly controlled by
    Mr. Wessels. Also includes the UTi ordinary shares which
    Mr. Wessels has the power to vote pursuant to the voting
    agreements described in footnotes (3) and (4) above and
    88,723 shares subject to options exercisable within
    60 days of April 16, 2003.                                                                                                                                                                                                                                                                                                       
|
| | (7) | Includes the UTi ordinary shares which
    Mr. MacFarlane has the power to vote pursuant to the voting
    agreements described in footnotes (3) and (4) above and
    88,723 shares subject to options exercisable within 60 days
    of April 16, 2003. Excludes 199,455 shares which may
    be voted by the irrevocable trust established for
    Mr. MacFarlanes descendants as Mr. MacFarlane
    disclaims beneficial ownership of such shares.                                                                                                                                                                                                                                      
|
| | (8) | Includes the UTi ordinary shares which
    Mr. Thorrington has the power to vote pursuant to the
    voting agreements described in footnotes (3) and (4) above
    and 88,723 shares subject to options exercisable within
    60 days of April 16, 2003. Excludes
    199,455 shares which may be voted by the irrevocable trust
    established for Mr. Thorringtons descendants as
    Mr. Thorrington disclaims beneficial ownership of such
    shares.                                                                                                                                                                                                                               
|
| | (9) | Includes 154,254 shares subject to options
    exercisable within 60 days of April 16, 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 



|     |                                                                                                                                                                                                                                                                                                                                  
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Includes 739,787 shares subject to options
    exercisable within 60 days of April 16, 2003. In
    addition, this number also includes the UTi ordinary shares over
    which Messrs. Wessels, MacFarlane and Thorrington have
    voting power by virtue of the voting agreements described in
    footnotes (3) and (4) above.

All of our ordinary shares have identical voting
rights. To our knowledge, the only significant changes in the
percentage ownership held by our major shareholders during the
past three years resulted from the following: (1) the
issuances by us of our ordinary shares in connection with our
initial U.S. public offering in November 2000 and our
public offering in December 2002; (2) the sale by
PTR Holdings of 1,150,000 of our ordinary shares in our
public offering in December 2002; (3) the acquisition
by Price Associates of 2,608,900 of our ordinary shares in 2002;
and, (4) the voting agreements described in the footnotes
above.

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As of January 31, 2003, we believe that
approximately 49% of our ordinary shares were held by persons
resident in the United States. There were 73 record holders of
our ordinary shares resident in the United States out of a total
of approximately 302 record holders of our ordinary shares
(including both domestic and foreign record holders). If in the
future we no longer qualify as a foreign private issuer, then we
will become subject to the disclosure and reporting obligations
promulgated by the Securities and Exchange Commission applicable
to publicly-held domestic companies.

Related Party Transactions

Pursuant to a registration rights agreement, PTR
Holdings and UT Holdings, the holders of approximately
3.3 million of our ordinary shares as of April 16,
2003 are entitled to rights with respect to the registration of
such shares under the Securities Act of 1933. Under these
registration rights, in the event we elect to register any of
our ordinary shares for specified purposes, the holders of the
shares are entitled to include their ordinary shares in the
registration. Such holders are also entitled to demand
registration rights pursuant to which they may require us to
file a registration statement under the Securities Act of 1933
with respect to their ordinary shares. These registration rights
are subject to conditions and limitations, among them the right
of the underwriters of an offering to limit the number of shares
included in such registration and our right not to effect a
demand registration within 60 days prior to, and
180 days subsequent to, an offering of our securities. All
expenses in connection with any registration, other than the
underwriting discount and commission, will be paid by us.
Pursuant to this agreement, PTR Holdings sold 1,150,000 ordinary
shares in the public offering that closed in December 2002.

One of our Hong Kong operating subsidiaries is
party to a service agreement pursuant to which a company owned
by David Cheng, currently the Chairman of UTi Hong
Kong & China and previously the owner of Continental,
and members of his family, provides management consulting and
sales solicitation services. During the 2003, 2002 and 2001
fiscal years, our Hong Kong subsidiary paid the company
approximately $212,000, $186,000 and $77,000, respectively,
under this service agreement.

One of our Spanish subsidiaries is party to a
service agreement, effective January 25, 2002, pursuant to
which our subsidiary provides commercial and administrative
services to a company owned by Mr. Escario, Managing
Director of Grupo SLi and his three brothers, one of whom is our
current employee, all of whom were previous owners of SLi.
During the year ended January 31, 2003, approximately
$802,000 was billed by our Spanish subsidiary for fees pursuant
to this agreement. As of January 31, 2003, the total net
amount due from Mr. Escario, his immediate family members
and companies owned by them was $1,436,000.

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

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




Item 8.     Financial
Information

Consolidated Statements and Other Financial
Information

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

Due to the nature of our business, primarily
international freight forwarding, substantially all of our
airfreight and ocean freight net revenues are considered as
export sales, representing approximately 55% of our net revenues.

40



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Legal or Arbitration Proceedings

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

We are involved in litigation in Italy and
England with the former ultimate owner of Per Transport SpA and
related entities in connection with our April 1998 acquisition
of Per Transport SpA and our subsequent termination of the
employment of the former ultimate owner as a consultant. The
suits seek monetary damages, including compensation for
termination of the owners consulting agreement. We have
brought counter-claims for monetary damages in relation to
warranty claims under the purchase agreement. We have been
advised that proceedings to recover amounts owing by the former
ultimate owner and other entities owned by him, to third parties
may be instituted against us. It is alleged that Per Transport
SpA guaranteed certain obligations of these other entities owned
by the former ultimate owner. We believe that these guarantees
are the responsibility of the former ultimate owner. These
guarantees were made prior to our acquisition, were not
disclosed to us during our acquisition negotiations nor were
they disclosed in the audited statutory financial statements of
Per Transport SpA. Civil and criminal proceedings have also been
instituted against the former ultimate owner in relation to
these guarantees. The total of all such actual and potential
claims is approximately $14 million, based on exchange
rates as of January 31, 2003. We believe that we have
adequate defenses in relation to these claims if these
proceedings are brought against us.

We are one of seven defendants named in a lawsuit
filed on July 30, 2001 in the United States Bankruptcy
Court for the Southern District of New York. The plaintiff, the
committee of unsecured creditors of FMI Forwarding (formerly
known as Intermaritime Forwarding), alleges under a theory of
fraudulent conveyance that we paid inadequate consideration for
certain assets of Intermaritime Forwarding and also alleges that
we are liable for debts of FMI Forwarding on a successor
liability theory. The plaintiff seeks recovery in an amount up
to $4.6 million. We believe that we will ultimately prevail
in this matter.

A former customer, De La Rue International, filed
a complaint against us in the Superior Court of Gwinnett County,
Georgia on April 21, 2003 alleging that we were negligent,
that we breached our contractual obligations and that we
fraudulently concealed the fact that three shipments in August
and September 1999 were not properly and timely reported to
U.S. Customs for clearance. The plaintiff is asking for
damages in excess of $2.0 million.

We are one of approximately 83 defendants
named in two class action lawsuits which were originally filed
on September 19, 1995 and subsequently consolidated in the
District Court of Brazaria County, Texas (23rd Judicial
District) where it is alleged that various defendants sold
chemicals that were utilized in the 1991 Gulf War by the Iraqi
army which caused personal injuries to U.S. armed services
personnel and their families, including birth defects. The
lawsuits were brought on behalf of the military personnel who
served in the 1991 Gulf War and their families and the
plaintiffs are seeking in excess of $1.0 billion in
damages. To date, the plaintiffs have not obtained class
certification. We believe we are a defendant in the suit because
an entity that sold us assets in 1993 is a defendant. We believe
we will prevail in this matter because the alleged actions
giving rise to the claims occurred prior to our purchase of the
assets. We further believe that we will ultimately prevail in
this matter since we never manufactured chemicals and the
plaintiffs have been unable to thus far produce evidence that we
acted as a freight forwarder for cargo that included chemicals
used by the Iraqi army.

Dividend Policy

In April 2003, an annual regular cash dividend
was declared by the board of directors in the amount of $0.095
per ordinary share payable on May 20, 2003 to shareholders
of record as of April 30, 2003. During fiscal 2003, we also
paid an annual regular cash dividend of $0.075 per ordinary
share. Historically, our board of directors has considered the
declaration of dividends on an annual basis. Any future
determination to pay cash dividends to our shareholders will be
at the discretion of our board of directors and will depend upon
our financial condition, operating results, capital
requirements, restrictions contained in our agreements, legal
requirements and other factors which our board of directors
deems relevant. We intend to reinvest a

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substantial portion of our earnings in the
development of our business and no assurance can be given that
dividends will be paid to our shareholders in the future.


Significant Changes

As of the date of this report, there have been no
significant changes in our operating results, our financial
position or our cash flows since January 31, 2003.




Item 9.     The
Offer and Listing

Price Range of our Ordinary Shares

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

|                              |                  |      |   |       |  |  |   |       | 
|----------------------------- | ---------------- | ---- | - | ----- |  |  | - | ----- | 
|                              |                  | High |   | Low  
|                              |                  |      |   |      
|Year Ending January 31, 2004: |                  |      |   |       |  |  |   |      
|                              | April 1-25, 2003 |      | $ | 31.34 |  |  | $ | 26.19 | 
|                              | March 2003       |      |   | 29.57 |  |  |   | 24.55 | 
|                              | February 2003    |      |   | 25.08 |  |  |   | 23.11 | 
|Year Ended January 31, 2003:  |                  |      |   |       |  |  |   |      
|                              | January 2003     |      |   | 27.14 |  |  |   | 22.00 | 
|                              | December 2002    |      |   | 26.45 |  |  |   | 21.72 | 
|                              | November 2002    |      |   | 23.70 |  |  |   | 19.55 | 
|                              | 3rd Quarter      |      |   | 23.89 |  |  |   | 15.70 | 
|                              | 2nd Quarter      |      |   | 21.70 |  |  |   | 16.06 | 
|                              | 1st Quarter      |      |   | 20.60 |  |  |   | 16.31 | 
|Year Ended January 31, 2002:  |                  |      |   |       |  |  |   |      
|                              | 4th Quarter      |      |   | 19.57 |  |  |   | 12.68 | 
|                              | 3rd Quarter      |      |   | 18.20 |  |  |   | 11.16 | 
|                              | 2nd Quarter      |      |   | 20.00 |  |  |   | 14.85 | 
|                              | 1st Quarter      |      |   | 17.50 |  |  |   | 14.81 | 
|Year Ended January 31, 2001:  |                  |      |   |       |  |  |   |      
|                              | 4th Quarter      |      |   | 20.13 |  |  |   | 14.75 | 

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

|                             |                                               |      |       |       |  |  |       |       | 
|---------------------------- | --------------------------------------------- | ---- | ----- | ----- |  |  | ----- | ----- | 
|                             |                                               | High |       | Low  
|                             |                                               |      |       |      
|Year Ended January 31, 2001: |                                               |      |       |       |  |  |       |      
|                             | February 1, 2000 through October 27,
    2000 |      | $     | 27.85 |  |  | $     | 12.21 | 
|Year Ended January 31, 2000  |                                               |      | 16.79 |       |  |  | 10.68 |      
|Year Ended January 31, 1999  |                                               |      | 21.94 |       |  |  | 13.89 |      

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Markets

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




Item 10.     Additional
Information

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

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

Annual meetings of our shareholders for election
of directors and for such other business as may come before such
meetings are held each year at such date and time as determined
by our board of directors. Written notice of an annual meeting
is given to our shareholders whose names appear in our share
registry on the date of the notice. Only such shareholders are
entitled to vote at the annual meeting.

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

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

Ordinary Shares

Our Memorandum and Articles of Association
authorize the issuance of up to 500,000,000 ordinary shares of
no par value. The following summarizes the rights of holders of
our ordinary shares:



| |   |                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | each holder of ordinary shares is entitled to one
    vote per share on all matters to be voted on by shareholders
    generally, including the election of directors;                                                                                                                                                                               
|
| |  | there are no cumulative voting rights;                                                                                                                                                                                                                                                                                                               
|
| |  | the holders of our ordinary shares are entitled
    to dividends and other distributions as may be declared from
    time to time by the board of directors out of funds legally
    available for that purpose, if any;                                                                                                                             
|
| |  | upon our liquidation, dissolution or winding up,
    the holders of ordinary shares will be entitled to share ratably
    in the distribution of all of our assets remaining available for
    distribution after satisfaction of all our liabilities and the
    payment of the liquidation preference of any outstanding
    preference shares; and
|
| |  | the holders of ordinary shares have no preemptive
    or other subscription rights to purchase shares of our stock,
    nor are they entitled to the benefits of any redemption or
    sinking fund provisions.                                                                                                                                      

Preference Shares

Our Memorandum and Articles of Association
authorize the issuance of up to 100,000,000 preference shares of
no par value of which 50,000,000 have been designated as
Class A Preference Shares and 50,000,000 have been
designated as Class B Preference Shares. None of our
preference shares are outstanding. Our Memorandum and Articles
of Association authorize our board of directors to determine the
rights and preferences of our Class A and Class B
Preference Shares within the limits set forth in our Memorandum
and Articles of Association and applicable law. Our board of
directors may also amend our Memorandum of Association to create
from time to time one or more classes of preference shares.

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Among other rights, the board of directors may
determine, without further vote or action by our shareholders:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the number of shares and series constituting that
    class and the distinctive designation of that class;                                                                                                                                                                                                                                                                                                                                                               
|
| |  | the dividend rate on the shares of the class,
    whether dividends will be cumulative, and if so, from which date
    or dates, and the relative rights of priority, if any, of
    payment of dividends on shares of the class;                                                                                                                                                                                                                                        
|
| |  | whether the class will have voting rights in
    addition to the voting rights provided by law and, if so, the
    terms of the voting rights;                                                                                                                                                                                                                                                                                                                           
|
| |  | whether the class will have conversion privileges
    and, if so, the terms and conditions of conversion;                                                                                                                                                                                                                                                                                                                                                                
|
| |  | whether or not the shares of the class will be
    redeemable, and, if so, the dates, terms and conditions of
    redemption;                                                                                                                                                                                                                                                                                                                                            
|
| |  | whether the class will have a sinking fund for
    the redemption or purchase of shares of that class, and, if so,
    the terms and amount of the sinking fund;                                                                                                                                                                                                                                                                                                         
|
| |  | the right of the shares of that class to the
    benefit of conditions and restrictions upon the creation of
    indebtedness by us or any subsidiary, upon the issue of any
    additional stock (including additional shares of such class or
    any other class)and upon the payment of dividends or the making
    of other distributions on, and the purchase, redemption or other
    acquisition by us or any subsidiary, of any outstanding stock by
    us; and
|
| |  | the rights of the shares of the class in the
    event of our voluntary or involuntary liquidation, dissolution
    or winding up and the relative rights or priority, if any, of
    payment of shares of the class.                                                                                                                                                                                                                                                    

Unless otherwise provided by our board of
directors, the Class A and Class B Preference Shares
will rank on a parity with respect to the payment of dividends
and to the distribution of assets upon liquidation. Although we
have no present plans to issue any preference shares, any future
issuance of preference shares, or the issuance of rights to
purchase preference shares, may have the effect of delaying,
deferring or preventing a change of control in our company or an
unsolicited acquisition proposal. The issuance of preference
shares also could decrease the amount of earnings and assets
available for distribution to the holders of ordinary shares or
could adversely affect the rights and powers, including voting
rights, of the holders of ordinary shares.

Anti-Takeover Matters

Our Memorandum and Articles of Association
include a number of provisions that may have the effect of
encouraging persons considering unsolicited tender offers or
other unilateral takeover proposals to negotiate with our board
of directors rather than pursue non-negotiated takeover
attempts. These provisions include the inability of shareholders
to act by written consent, the inability of shareholders to call
a shareholder meeting except by delivering to our board of
directors a written request of holders of more than fifty
percent of outstanding ordinary shares, an advance notice
requirement for director nominations and other actions to be
taken at annual meetings of shareholders and requirements for
approval by 66 2/3% of the shareholder votes to amend
specified provisions of our Memorandum and Articles of
Association.

Our Memorandum and Articles of Association also
require action by 66 2/3% of our outstanding shares to
remove a director without cause, and also authorize our Board of
Directors to issue additional preference shares. Our Board of
Directors is classified into three classes.

No Shareholder Action by Written Consent;
Calling Special Meetings of Shareholders.Our Memorandum and Articles of
Association prohibit shareholders from taking action by written
consent in lieu of an annual or special meeting, and, thus,
shareholders may take action only at an annual or special
meeting called in accordance with our Memorandum and Articles of
Association. Our Memorandum and Articles of Association provide
that special meetings of shareholders may only be called by our
chief executive officer or our board of directors upon request
by a majority of our directors or the written request of holders
of more than fifty percent of our outstanding ordinary shares.
These provisions could have the effect of delaying consideration
of a shareholder proposal until the requirements for calling a
shareholder meeting can be met.

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The provisions would also prevent the holders of
a majority of the voting power of our ordinary shares entitled
to vote from unilaterally using the written consent procedure to
take shareholder action.


Advance Notice Requirements.Our Memorandum and Articles of
Association set forth advance notice procedures with regard to
shareholder proposals relating to the nomination of candidates
for election as directors or new business to be presented at
meetings of shareholders. These procedures provide that notice
of such shareholder proposals must be timely given in writing to
our secretary prior to the meeting at which the action is to be
taken. Generally, to be timely, notice must be received at our
principal executive offices not less than 60 days nor more
than 90 days prior to the anniversary date of the prior
years annual meeting. The advance notice requirement does
not give our board of directors any power to approve or
disapprove shareholder director nominations or proposals but may
have the effect of precluding the consideration of business at a
meeting if the proper notice procedures are not followed.

Amendment of Memorandum and Articles of
Association.Our Memorandum and
Articles of Association require the affirmative vote of at least
66 2/3% of the voting power of all outstanding shares of
capital stock or 66 2/3% of the members of our board of
directors entitled to vote to amend or repeal specified
provisions of our Memorandum and Articles of Association,
including those described in this section, or to approve any
merger by us that would have the effect of making changes in our
Memorandum and Articles of Association which would have required
such affirmative vote if effected directly as an amendment. This
requirement will render more difficult the dilution of the
anti-takeover provisions of our Memorandum and Articles of
Association.

Removal of Directors.Our Memorandum and Articles of
Association permit shareholders to remove directors for cause by
the affirmative vote of the holders of a majority of the voting
power of our shares. Removal of a director without cause
requires the affirmative vote of 66 2/3% of the voting
power of our shares. These provisions may restrict the ability
of a third party to remove incumbent directors and
simultaneously gain control of our board of directors by filling
the vacancies created by removal with its own nominees.

Rights and Preferences of Preference Shares.Our Memorandum and Articles of
Association authorize the issuance of Class A and
Class B Preference Shares, none of which are outstanding.
Our board of directors may determine the rights and preferences
of the Class A and Class B Preference Shares within
the limits set forth in our Memorandum and Articles of
Association and applicable law. Our board of directors also may
amend our Memorandum and Articles of Association to create from
time to time one or more classes of preference shares. The
existence of authorized but unissued preference shares may
enable our board of directors to render more difficult or
discourage an attempt to obtain control of us by means of a
merger, tender offer, proxy contest or otherwise. For example,
if in the due exercise of its fiduciary obligations, our board
of directors were to determine that a takeover proposal is not
in our best interests, our board of directors could cause
preference shares to be issued without shareholder approval in
one or more private offerings or other transactions that might
dilute the voting or other rights of the proposed acquirer or
insurgent shareholder or shareholder group. In this regard, our
Memorandum and Articles of Association grant our board of
directors broad power to establish the rights and preferences of
authorized and unissued preference shares. The issuance of
preference shares pursuant to our board of directors
authority described above could decrease the amount of earnings
and assets available for distribution to you and adversely
affect the enjoyment of rights of such holders, including voting
rights in the event a particular class of preference shares is
given a disproportionately large number of votes per share, and
may have the effect of delaying, deferring or preventing a
change in control that may be favored by shareholders.

Classified Board of Directors.Our Memorandum and Articles of
Association establish a classified board of directors. Our board
of directors is divided into three classes of approximately
equal size with terms expiring in 2003 (Class C), 2004
(Class A) and 2005 (Class B). Thereafter, subject to
the rights of holders of any series of preference shares to
elect directors, shareholders will elect one class constituting
approximately one-third of the board of directors for a
three-year term at each annual meeting of shareholders. As a
result, at least two annual meetings of shareholders will be
required for the shareholders to change a majority of our board
of directors. The classification of directors will effectively
make it more difficult to change the composition of our board of
directors.

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Material Contracts

On October 11, 2002, we entered into a stock
purchase agreement to acquire all of the issued and outstanding
capital stock of Standard Corporation, a company incorporated in
South Carolina. A description of this agreement and other
acquisition agreements entered into in the last two fiscal years
is contained under Item 5. Operating and Financial
Review and Prospects  Overview.

For a description of our credit facilities, see
Item 5. Operating and Financial Review and
Prospects  Liquidity and Capital Resources.

In December 2002, we entered into an underwriting
agreement providing for the sale by us of 4,600,000 ordinary
shares and by PTR Holdings of 1,150,000 of our ordinary shares
(including shares covered by the over-allotment option).
Pursuant to the underwriting agreement, we agreed to indemnify
the underwriters against specified liabilities, including
liabilities under the Securities Act and to contribute to
payments the underwriters may be required to make in respect
thereof.

For a description of our registration rights
agreement with PTR Holdings and UT Holdings, see
Item 7. Major Shareholders and Related Party
Transactions  Related Party Transactions.

Exchange Controls

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

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

Taxation



| |                                                  
| | -------------------------------------------------
| | United States Federal Income Tax
    Consequences



| |        
| | -------
| | General

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



| |   |                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a dealer in securities or currencies;                                                                                                                        
|
| |  | a trader in securities that elects to use a
    mark-to-market method of accounting for your securities holdings;                                            
|
| |  | a bank;                                                                                                                                                      
|
| |  | a life insurance company;                                                                                                                                    
|
| |  | a tax-exempt organization;                                                                                                                                   
|
| |  | a person that holds our ordinary shares as part
    of a straddle or a hedging, integrated, constructive sale or
    conversion transaction for tax purposes;
|
| |  | a person whose functional currency for tax
    purposes is not the U.S. dollar;                                                                              
|
| |  | a person liable for alternative minimum tax; or                                                                                                              
|
| |  | a person that owns, or is treated as owning, 10%
    or more of any class of our shares.                                                                     

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

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

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



| |   |                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | an individual U.S. citizen or resident alien;                                                                                                                                                             
|
| |  | a corporation, or entity taxable as a
    corporation, that was created, or treated as created, under U.S.
    law (federal or state);                                                                    
|
| |  | an estate whose world-wide income is subject to
    U.S. federal income tax; or                                                                                                                           
|
| |  | a trust if (1) a U.S. court is able to
    exercise primary supervision over its administration and
    (2) one or more U.S. persons have authority to control all
    substantial decisions of the trust.

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

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



| |                                     
| | ------------------------------------
| | Tax Consequences to U.S.
    Holders



| |              
| | -------------
| | Distributions

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



| |                                                     
| | ----------------------------------------------------
| | Sale or Other Disposition of our Ordinary
    Shares

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



| |   |                                                                                                                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you will recognize gain or loss equal to the
    difference (if any) between the U.S. dollar value of the amount
    realized on such sale or other taxable disposition, and your
    adjusted tax basis in such ordinary shares.
|
| |  | any gain or loss will be capital gain or loss and
    will be long-term capital gain or loss if your holding period
    for our ordinary shares is more than one year at the time of
    such sale or other disposition.         

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| |   |                                                                                                                                                                                                                                                                                                                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | any gain or loss will be treated as having a
    United States source for United States foreign tax credit
    purposes and as a result of the foreign tax credit provisions of
    the Internal Revenue Code of 1986 you may be unable to claim a
    foreign tax credit for British Virgin Islands taxes, if any,
    imposed upon the sale or disposition of ordinary shares.
|
| |  | your ability to deduct capital losses is subject
    to limitations.                                                                                                                                                                                                                                                                                                            



| |                                   
| | ----------------------------------
| | Passive Foreign Investment Company

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



| |   |                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 75% or more of our gross income for the taxable
    year is passive income; or                                                                                                          
|
| |  | on average for the taxable year, 50% or more of
    our assets by value or under certain circumstances, by adjusted
    basis, produce or are held for the production of passive income.

We do not believe that we currently satisfy
either of the requirements for classification as a passive
foreign investment company. Because the determination of whether
our ordinary shares constitute shares of a passive foreign
investment company will be based upon the composition of our
income and assets from time to time, there can be no assurance
that we will not be considered a passive foreign investment
company for any future fiscal year.

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



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

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

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

48



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| |                                              
| | ---------------------------------------------
| | Information Return and Backup
    Withholding

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



| |                                         
| | ----------------------------------------
| | Tax Consequences to Non-U.S.
    Holders



| |              
| | -------------
| | Distributions

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you conduct a trade or business in the United
    States and,                                                                                                                                                                                                                                                                                                                                             
|
| |  | the dividends are effectively connected with the
    conduct of that trade or business (and, if an applicable income
    tax treaty so requires as a condition for you to be subject to
    U.S. federal income tax on a net income basis in respect of
    income from our ordinary shares, such dividends are attributable
    to a permanent establishment that you maintain in the United
    States).

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



| |                                                     
| | ----------------------------------------------------
| | Sale or Other Disposition of our Ordinary
    Shares

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | your gain is effectively connected with a trade
    or business that you conduct in the United States (and, if an
    applicable income tax treaty so requires as a condition for you
    to be subject to U.S. federal income tax on a net income basis
    in respect of gain from the sale or other disposition of our
    ordinary shares, such gain is attributable to a permanent
    establishment maintained by you in the United States), or
|
| |  | you are an individual and are present in the
    United States for at least 183 days in the taxable year of
    the sale or other disposition, and either:                                                                                                                                                                                                                                                                                           
|
| |  | your gain is attributable to an office or other
    fixed place of business that you maintain in the United States,
    or                                                                                                                                                                                                                                                                                                                           
|
| |  | you have a tax home in the United States.                                                                                                                                                                                                                                                                                                                                                                                                            

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

49



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##### Table of Contents





| |                                                 
| | ------------------------------------------------
| | Backup Withholding and Information
    Reporting

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



| |   |                                                                                                                                                                                                                              
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | you are a corporation or other exempt recipient,
    or                                                                                                                                                                      
|
| |  | you provide a taxpayer identification number
    (which, in the case of an individual, that is his or her
    taxpayer identification number) and certify that no loss of
    exemption from backup withholding has occurred.

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

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



| |                                   
| | ----------------------------------
| | British Virgin Island
    Taxation

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

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

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

Documents on Display

We have filed with the United States Securities
and Exchange Commission this annual report on Form 20-F,
including exhibits, under the Securities and Exchange Act of
1934 with respect to our ordinary shares. Whenever a reference
is made in this annual report on Form 20-F to any contract,
agreement or other document, the reference may not be complete
and you should refer to the copy of that contract, agreement or
other document filed as an exhibit to this annual report on
Form 20-F or to one of our previous SEC filings.

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

50



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##### Table of Contents








|         |                                                               
|-------- | --------------------------------------------------------------
|Item 11. | Quantitative and Qualitative Disclosures
    about Market Risk

Quantitative Information about Market
Risk

Foreign
Currency Exchange Rate Sensitivity

Our use of derivative financial instruments is
limited to forward foreign exchange contracts. At
January 31, 2003, the notional value of all of our open
forward foreign exchange contracts was $6.1 million related
to 97 transactions denominated in various currencies, but
predominantly in United States dollars, euros and pounds
sterling. These contracts are entered into at the time the
foreign currency exposure is incurred and do not exceed
60 days.

The following tables provide comparable
information about our non-functional currency components of
balance sheet items by currency, and present such information in
United States dollar equivalents at January 31, 2003 and
2002. These tables summarize information on transactions that
are sensitive to foreign currency exchange rates, including
non-functional currency denominated receivables and payables.
The net amount that is exposed in foreign currency is then
subjected to a 10% change in the value of the functional
currency versus the non-functional currency.

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

|                        |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |      |  
|----------------------- | ----- | ------ | ----- | ----------- |  | ------------ | ----- | ---------------------- |  | ----------- | ----- | ----- |  | - | --- | --- |  | - | ---- | ---- | -
|                        |       |        |       |             |  |              |       |                       
|                        |       |        |       |             |  |              |       | Foreign Exchange      
|                        |       |        |       |             |  |              |       | Gain/(Loss)           
|                        |       |        |       |             |  |              |       | if Functional Currency
|                        |       |        |       |             |  | Net          |       |                       
|                        |       |        |       |             |  | Exposure     |       | Appreciates            |  | Depreciates
|Non-Functional Currency |       | Assets |       | Liabilities |  | Long/(Short) |       | by 10%                 |  | by 10%     
|                        |       |        |       |             |  |              |       |                        |  |            
|At January 31, 2003:    |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     
|United States dollars   |       | $      | 8,830 |             |  | $            | 3,889 |                        |  | $           | 4,941 |       |  | $ | 494 |     |  | $ | (494 | )   
|Euro                    |       |        | 631   |             |  |              | 217   |                        |  |             | 414   |       |  |   | 41  |     |  |   | (41  | )   
|Japanese yen            |       |        | 105   |             |  |              | 251   |                        |  |             | (146  | )     |  |   | (15 | )   |  |   | 15   |     
|Other                   |       |        | 1,179 |             |  |              | 1,220 |                        |  |             | (41   | )     |  |   | (4  | )   |  |   | 4    |     
|                        |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     
|                        | Total |        | $     | 10,745      |  |              | $     | 5,577                  |  |             | $     | 5,168 |  |   | $   | 516 |  |   | $    | (516 | )
|                        |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     
|At January 31, 2002:    |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     
|United States dollars   |       | $      | 3,930 |             |  | $            | 1,996 |                        |  | $           | 1,934 |       |  | $ | 193 |     |  | $ | (193 | )   
|Euro                    |       |        | 1,242 |             |  |              | 252   |                        |  |             | 990   |       |  |   | 99  |     |  |   | (99  | )   
|Japanese yen            |       |        |      |             |  |              | 47    |                        |  |             | (47   | )     |  |   | (5  | )   |  |   | 5    |     
|Other                   |       |        | 308   |             |  |              | 366   |                        |  |             | (58   | )     |  |   | (6  | )   |  |   | 6    |     
|                        |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     
|                        | Total |        | $     | 5,480       |  |              | $     | 2,661                  |  |             | $     | 2,819 |  |   | $   | 281 |  |   | $    | (281 | )
|                        |       |        |       |             |  |              |       |                        |  |             |       |       |  |   |     |     |  |   |      |     

Qualitative Information about Market
Risk

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

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

51



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##### Table of Contents



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

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

The fair value of our long-term bank loans
approximates the carrying value at January 31, 2003 and
January 31, 2002. Market risk was estimated as the
potential decrease in fair value resulting from a hypothetical
10% increase in interest rates and was not considered material
at either year-end.






|         |                                                           
|-------- | ----------------------------------------------------------
|Item 12. | Description of Securities Other than Equity
    Securities

Not applicable.




PART II






|         |                                                    
|-------- | ---------------------------------------------------
|Item 13. | Defaults, Dividend Arrearages and
    Delinquencies

Not applicable.






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

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

Use of Proceeds

The following use of proceeds information relates
to our registration statement on Form F-3
(No. 333-101309) for a secondary U.S. public offering of
4,600,000 ordinary shares (including the exercise by the
underwriters of their over-allotment option), which registration
statement was declared effective on December 12, 2002. We
received net proceeds of approximately $100.0 million from
our secondary public offering, including the proceeds from the
over-allotment option exercised by our underwriters.

We used approximately $12.6 million of the
net proceeds to repay the debt incurred with the acquisition of
Standard and used approximately $21.5 million of the net
proceeds to reduce existing debt under various credit
facilities. The remaining net proceeds are available for use by
us for general corporate and working capital purposes, including
potential acquisitions and earn-out payments related to
acquisitions and investment in information technology.






|         |                        
|-------- | -----------------------
|Item 15. | Controls and Procedures

Within the 90 days prior to the date of this
report, under the supervision and with the participation of the
Companys management, including the Companys Chief
Executive Officer and Chief Financial Officer, the Company
carried out an evaluation of the effectiveness of the design and
operation of the Companys disclosure controls and
procedures, as defined in Exchange Act Rule 15d-14(c).
Based upon that evaluation, the Companys Chief Executive
Officer and Chief Financial Officer concluded that the
Companys disclosure controls and procedures are effective
in enabling the Company to record, process, summarize and report
information required to be included in the Companys
periodic SEC filings within the required time period.

There have been no significant changes in the
Companys internal controls or in other factors that could
significantly affect internal controls subsequent to the date
the Company carried out its evaluation and no corrective actions
with regard to significant deficiencies and material weaknesses
were undertaken.

52



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##### Table of Contents






PART III






|         |                     
|-------- | --------------------
|Item 17. | Financial Statements

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






|         |                     
|-------- | --------------------
|Item 18. | Financial Statements

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






|         |         
|-------- | --------
|Item 19. | Exhibits

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

53



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|        |      |  |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                        
|------- | ---- |  |  | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |  | Description
|        |      |  |  |            
|        | 4.17 |  |  |             |  | Amendment to Asset Purchase Agreement between
    Continental Air Express (HK) Limited, Continental Container
    Lines Limited, Union-Transport (HK) Limited, Cheng Kwan Kok
    David, Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond
    Bello, Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang,
    Chau Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
    Registrant, dated October 3, 2000**
|        | 4.18 |  |  |             |  | 2000 Employee Share Purchase Plan, as amended***                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.19 |  |  |             |  | Union-Transport Inc. Share Incentive Plan, as
    amended#                                                                                                                                                                                                                                                                                                                                                             
|        | 4.20 |  |  |             |  | Union-Transport Executive Share Plan, as amended#                                                                                                                                                                                                                                                                                                                                                                      
|        | 4.21 |  |  |             |  | Stock Purchase Agreement among Samuel
    Clarke, Jr., Claude M. Walker, Jr., James H. Walker,
    Standard Corporation and Union Transport (U.S.) Holdings, Inc.,
    dated as of October 11, 2002###+                                                                                                                                                                                                                
|        | 4.22 |  |  |             |  | Form of Underwriting Agreement#####                                                                                                                                                                                                                                                                                                                                                                                    
|        | 4.23 |  |  |             |  | Credit Agreement between the Company and Nedcor
    Bank Limited, dated August 1, 2002####                                                                                                                                                                                                                                                                                                                             
|        | 8.1  |  |  |             |  | Subsidiaries of the Company                                                                                                                                                                                                                                                                                                                                                                                            
|        | 10.1 |  |  |             |  | Independent Auditors Consent                                                                                                                                                                                                                                                                                                                                                                                          
|        | 99.1 |  |  |             |  | Certification of Chief Executive Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.++                                                                                                                                                                                                                                                           
|        | 99.2 |  |  |             |  | Certification of Chief Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.++                                                                                                                                                                                                                                                           



---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*     | Filed as part of the Companys Registration
    Statement on Form F-1 (No. 333-47616) on October 10,
    2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|**    | Filed as part of Amendment No. 1 to the
    Companys Registration Statement on Form F-1
    (No. 333-47616) on October 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|***   | Filed as part of the Companys Registration
    Statement on Form S-8 (No. 333-58832) on
    April 12, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|****  | Filed as part of the Companys Annual Report
    on Form 20-F (No. 000-31869) on May 4, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|#     | Filed as part of the Companys Annual Report
    on Form 20-F (No. 000-31869) on May 8, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|##    | Submitted as Exhibit 99.2 to the
    Companys Report on Form 6-K on June 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|###   | Filed as part of the Companys Registration
    Statement on Form F-3 (No. 333-101309) on
    November 19, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|####  | Submitted as Exhibit 99.2 to the
    Companys Report on Form 6-K on December 5, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|##### | Filed as part of the Companys Registration
    Statement, Amendment No. 2, on Form F-3
    (No. 333-101309) on December 10, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|+     | Certain portions of the identified Exhibit were
    omitted and filed separately with the Commission and have been
    granted confidential treatment by the Commission.                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|++    | Pursuant to Commission Release No. 33-8212,
    this certification will be treated as accompanying
    this annual report on Form 20-F and not filed
    as part of such report for purposes of Section 18 of the
    Exchange Act, or otherwise subject to the liability of
    Section 18 of the Exchange Act and this certification will
    not be deemed to be incorporated by reference into any filing
    under the Securities Act of 1933, as amended, or the Exchange
    Act, except to the extent that the registrant specifically
    incorporates it by reference.

54



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SIGNATURE

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



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



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

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

Date: May 2, 2003

55



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##### Table of Contents






CERTIFICATION

I, Roger I. MacFarlane, certify that:



| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this annual report on
    Form 20-F of UTi Worldwide Inc.;                                                                                                                                                                                                                                                                  
|
| | 2. Based on my knowledge, this annual report
    does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made,
    in light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    annual report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this annual
    report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls;                                                                                                                                                        



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. The registrants other certifying
    officers and I have indicated in this annual report whether or
    not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |                                                                  
| | -----------------------------------------------------------------
| | /s/ ROGER I. MACFARLANE                                          
| | _______________________________________ 
     Roger I. MacFarlane
| | Chief Executive Officer                                          

Date: May 2, 2003

56



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##### Table of Contents






CERTIFICATION

I, Lawrence R. Samuels, certify that:



| |                                                                                                                                                                                                                                                                                                                                                
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. I have reviewed this annual report on
    Form 20-F of UTi Worldwide Inc.;                                                                                                                                                                                                                                                                  
|
| | 2. Based on my knowledge, this annual report
    does not contain any untrue statement of a material fact or omit
    to state a material fact necessary to make the statements made,
    in light of the circumstances under which such statements were
    made, not misleading with respect to the period covered by this
    annual report;
|
| | 3. Based on my knowledge, the financial
    statements, and other financial information included in this
    annual report, fairly present in all material respects the
    financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this annual
    report;                   
|
| | 4. The registrants other certifying
    officers and I are responsible for establishing and maintaining
    disclosure controls and procedures (as defined in Exchange Act
    Rules 13a-14 and 15d-14) for the registrant and have:                                                                                                          



| |                                                                                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) designed such disclosure controls and
    procedures to ensure that material information relating to the
    registrant, including its consolidated subsidiaries, is made
    known to us by others within those entities, particularly during
    the period in which this annual report is being prepared;
|
| | (b) evaluated the effectiveness of the
    registrants disclosure controls and procedures as of a
    date within 90 days prior to the filing date of this annual
    report (the Evaluation Date); and                                                                                                      
|
| | (c) presented in this annual report our
    conclusions about the effectiveness of the disclosure controls
    and procedures based on our evaluation as of the Evaluation Date;                                                                                                                                



| |                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 5. The registrants other certifying
    officers and I have disclosed, based on our most recent
    evaluation, to the registrants auditors and the audit
    committee of registrants board of directors (or persons
    performing the equivalent function):



| |                                                                                                                                                                                                                                                                                                                       
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) all significant deficiencies in the
    design or operation of internal controls which could adversely
    affect the registrants ability to record, process,
    summarize and report financial data and have identified for the
    registrants auditors any material weaknesses in internal
    controls; and
|
| | (b) any fraud, whether or not material, that
    involves management or other employees who have a significant
    role in the registrants internal controls;                                                                                                                                                        



| |                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 6. The registrants other certifying
    officers and I have indicated in this annual report whether or
    not there were significant changes in internal controls or in
    other factors that could significantly affect internal controls
    subsequent to the date of our most recent evaluation, including
    any corrective actions with regard to significant deficiencies
    and material weaknesses.



| |                                                                  
| | -----------------------------------------------------------------
| | /s/ LAWRENCE R. SAMUELS                                          
| | _______________________________________ 
     Lawrence R. Samuels
| | Chief Financial Officer                                          

Date: May 2, 2003

57



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##### Table of Contents



UTi WORLDWIDE INC.

INDEX TO CONSOLIDATED FINANCIAL
STATEMENTS

|                                                                                                                       |  |      |      | 
|---------------------------------------------------------------------------------------------------------------------- |  | ---- | ---- | 
|                                                                                                                       |  | Page
|                                                                                                                       |  |     
|Independent Auditors Report                                                                                           |  |      | F-2  | 
|Consolidated Income Statements for the years
    ended January 31, 2003, 2002 and 2001                                 |  |      | F-3  | 
|Consolidated Balance Sheets as of
    January 31, 2003 and 2002.                                                       |  |      | F-4  | 
|Consolidated Statements of Changes in
    Shareholders Equity for the years ended January 31,
    2003, 2002 and 2001 |  |      | F-5  | 
|Consolidated Statements of Cash Flows for the
    years ended January 31, 2003, 2002 and 2001                          |  |      | F-6  | 
|Notes to the Consolidated Financial Statements                                                                         |  |      | F-7  | 
|Financial Statement Schedule                                                                                           |  |      | F-35 | 

F-1



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##### Table of Contents






INDEPENDENT AUDITORS REPORT

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

We have audited the accompanying consolidated
balance sheets of UTi Worldwide Inc. and its subsidiaries as of
January 31, 2003 and 2002, and the related consolidated
statements of income, changes in shareholders equity, and
cash flows for each of the three years in the period ended
January 31, 2003. Our audits also included the financial
statement schedule listed in the index on page F-1. These
financial statements and financial statement schedule are the
responsibility of the Companys management. Our
responsibility is to express an opinion on these financial
statements and financial statement schedule based on our audits.

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

In our opinion, such consolidated financial
statements present fairly, in all material respects, the
financial position of UTi Worldwide Inc. and its subsidiaries as
of January 31, 2003 and 2002, and the results of their
operations and their cash flows for each of the three years in
the period ended January 31, 2003 in conformity with
accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement
schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.

As described in Note 1 to the financial
statements, the Company adopted Statement of Financial
Accounting Standards No. 142, Goodwill and Other
Intangible Assets, effective February 1, 2002.

/s/ DELOITTE & TOUCHE LLP

Los Angeles, California

April 2, 2003 (April 30, 2003 as to
Note 14)

F-2



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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED INCOME STATEMENTS


For the years ended January 31, 2003,
2002 and 2001


|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |            | 
|---------------------------------------------------------------------- | -------------- | ----------------------------------------- | --------- | ---------- |  | ---- | ------- | ---------- |  | - | ------- | ---------- | 
|                                                                       |                |                                          
|                                                                       |                | Year Ended January 31,                   
|                                                                       |                |                                          
|                                                                       |                | 2003                                      |           | 2002       |  | 2001
|                                                                       |                |                                           |           |            |  |     
|                                                                       |                |                                          
|                                                                       |                | (In thousands, except share and per share
|                                                                       |                | amounts)                                 
|Gross revenue                                                          |                | $                                         | 1,170,060 |            |  | $    | 889,786 |            |  | $ | 863,259 |           
|Freight consolidation costs                                            |                |                                           | 765,270   |            |  |      | 585,227 |            |  |   | 561,413 |           
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Net revenue                                                            |                |                                           | 404,790   |            |  |      | 304,559 |            |  |   | 301,846 |           
|Staff costs                                                            |                |                                           | 204,971   |            |  |      | 156,005 |            |  |   | 154,426 |           
|Depreciation                                                           |                |                                           | 11,174    |            |  |      | 9,411   |            |  |   | 9,060   |           
|Amortization of goodwill and other intangible
    assets               |                |                                           | 198       |            |  |      | 5,339   |            |  |   | 4,306   |           
|Other operating expenses                                               |                |                                           | 142,942   |            |  |      | 104,134 |            |  |   | 109,846 |           
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Operating income                                                       |                |                                           | 45,505    |            |  |      | 29,670  |            |  |   | 24,208  |           
|Interest expense, net                                                  |                |                                           | (486      | )          |  |      | (1,210  | )          |  |   | (2,221  | )         
|Gains/(losses) on foreign exchange                                     |                |                                           | (1,725    | )          |  |      | 17      |            |  |   | 3,636   |           
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Pretax income                                                          |                |                                           | 43,294    |            |  |      | 28,477  |            |  |   | 25,623  |           
|Income tax expense                                                     |                |                                           | (12,492   | )          |  |      | (7,970  | )          |  |   | (6,208  | )         
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Income before minority interests                                       |                |                                           | 30,802    |            |  |      | 20,507  |            |  |   | 19,415  |           
|Minority interests                                                     |                |                                           | (1,508    | )          |  |      | (1,349  | )          |  |   | (962    | )         
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Net income                                                             |                | $                                         | 29,294    |            |  | $    | 19,158  |            |  | $ | 18,453  |           
|                                                                       |                |                                           |           |            |  |      |         |            |  |   |         |           
|Basic earnings per ordinary share                                      |                | $                                         | 1.13      |            |  | $    | 0.76    |            |  | $ | 0.95    |           
|Diluted earnings per ordinary share                                    |                |                                           | 1.11      |            |  |      | 0.75    |            |  |   | 0.88    |           
|Number of weighted average shares used for per
    share calculations: |                |                                           |           |            |  |      |         |            |  |   |         |           
|                                                                       | Basic shares   |                                           |           | 25,932,164 |  |      |         | 25,233,394 |  |   |         | 19,345,036 | 
|                                                                       | Diluted shares |                                           |           | 26,504,401 |  |      |         | 25,501,864 |  |   |         | 21,053,432 | 

See accompanying notes to the consolidated
financial statements.

F-3



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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED BALANCE SHEETS


As of January 31, 2003 and 2002


|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |         |   | 
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------ | ------- | ------- | - | - | ------- | ------- | - | 
|                                           |                                                                                                                                                                                          |                                                 
|                                           |                                                                                                                                                                                          | January 31,                                     
|                                           |                                                                                                                                                                                          |                                                 
|                                           |                                                                                                                                                                                          | 2003                                             |         | 2002   
|                                           |                                                                                                                                                                                          |                                                  |         |        
|                                           |                                                                                                                                                                                          |                                                 
|                                           |                                                                                                                                                                                          | (In thousands, except                           
|                                           |                                                                                                                                                                                          | share data)                                     
|ASSETS                                    
|Current assets:                            |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|                                           | Cash and cash equivalents, including restricted
    cash of $4,000 as of January 31, 2003.                                                                                               |                                                  | $       | 168,125 |   |   | $       | 87,594  |  
|                                           | Trade receivables, net of allowance for doubtful
    accounts of $11,943 and $9,638 as of January 31, 2003 and
    2002, respectively                                                    |                                                  |         | 247,893 |   |   |         | 180,866 |  
|                                           | Deferred income tax assets                                                                                                                                                               |                                                  |         | 1,592   |   |   |         | 1,890   |  
|                                           | Other current assets                                                                                                                                                                     |                                                  |         | 30,492  |   |   |         | 21,628  |  
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Total current assets                       |                                                                                                                                                                                          |                                                  | 448,102 |         |   |   | 291,978 |        
|Property, plant and equipment, net         |                                                                                                                                                                                          |                                                  | 44,566  |         |   |   | 31,185  |        
|Goodwill                                   |                                                                                                                                                                                          |                                                  | 116,644 |         |   |   | 76,611  |        
|Other intangible assets, net               |                                                                                                                                                                                          |                                                  | 8,997   |         |   |   |        |        
|Investments                                |                                                                                                                                                                                          |                                                  | 847     |         |   |   | 215     |        
|Deferred income tax assets                 |                                                                                                                                                                                          |                                                  | 1,227   |         |   |   | 1,431   |        
|Other non-current assets                   |                                                                                                                                                                                          |                                                  | 6,692   |         |   |   | 3,191   |        
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Total assets                               |                                                                                                                                                                                          | $                                                | 627,075 |         |   | $ | 404,611 |        
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|LIABILITIES & SHAREHOLDERS
    EQUITY    
|Current liabilities:                       |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|                                           | Bank lines of credit                                                                                                                                                                     |                                                  | $       | 33,458  |   |   | $       | 21,062  |  
|                                           | Short-term borrowings                                                                                                                                                                    |                                                  |         | 9,121   |   |   |         | 11,518  |  
|                                           | Current portion of capital lease obligations                                                                                                                                             |                                                  |         | 2,539   |   |   |         | 1,780   |  
|                                           | Trade payables and other accrued liabilities                                                                                                                                             |                                                  |         | 236,548 |   |   |         | 173,113 |  
|                                           | Income taxes payable                                                                                                                                                                     |                                                  |         | 8,083   |   |   |         | 4,743   |  
|                                           | Deferred income tax liabilities                                                                                                                                                          |                                                  |         | 489     |   |   |         | 842     |  
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Total current liabilities                  |                                                                                                                                                                                          |                                                  | 290,238 |         |   |   | 213,058 |        
|Long-term bank borrowings                  |                                                                                                                                                                                          |                                                  | 199     |         |   |   | 1,192   |        
|Capital lease obligations                  |                                                                                                                                                                                          |                                                  | 7,111   |         |   |   | 5,726   |        
|Deferred income tax liabilities            |                                                                                                                                                                                          |                                                  | 1,643   |         |   |   | 1,566   |        
|Retirement fund obligations                |                                                                                                                                                                                          |                                                  | 1,016   |         |   |   | 693     |        
|Minority interests                         |                                                                                                                                                                                          |                                                  | 2,699   |         |   |   | 2,522   |        
|Commitments and contingencies              |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Shareholders equity:                      |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|                                           | Non-voting variable rate participating cumulative
    convertible preference shares of no par value:                                                                                     |                                                  |         |         |   |   |         |         |  
|                                           |                                                                                                                                                                                          | Class A  authorized 50,000,000;
    none issued |         |         |  |   |         |         |  | 
|                                           |                                                                                                                                                                                          | Class B  authorized 50,000,000;
    none issued |         |         |  |   |         |         |  | 
|                                           | Common stock  authorized 500,000,000
    ordinary shares of no par value; issued and outstanding
    30,551,124 and 25,702,401 shares as of January 31, 2003 and
    2002, respectively |                                                  |         | 311,161 |   |   |         | 207,143 |  
|                                           | Retained earnings                                                                                                                                                                        |                                                  |         | 63,973  |   |   |         | 36,608  |  
|                                           | Accumulated other comprehensive loss                                                                                                                                                     |                                                  |         | (50,965 | ) |   |         | (63,897 | )
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Total shareholders equity                 |                                                                                                                                                                                          |                                                  | 324,169 |         |   |   | 179,854 |        
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        
|Total liabilities and shareholders equity |                                                                                                                                                                                          | $                                                | 627,075 |         |   | $ | 404,611 |        
|                                           |                                                                                                                                                                                          |                                                  |         |         |   |   |         |        

See accompanying notes to the consolidated
financial statements.

F-4



---



##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS EQUITY


For the years ended January 31, 2003,
2002 and 2001


|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |         |        |  
|-------------------------------------------------------- | --------------------------------------- | --------------------------------- | ---------- | ------------ |  | -------- | ------- | ------------- |  | -------- | ---------- | ---- |  | ----- | ------- | - |  | - | ------ | ------ |  | - | ------- | ------- | - | - | ------- | ------- | ------ | -
|                                                         |                                         |                                   |            |              |  |          |         | Accumulated   |  |         
|                                                         |                                         | Preference Shares                 |            | Common Stock |  |          |         | Other         |  |         
|                                                         |                                         |                                   |            |              |  | Retained |         | Comprehensive |  |         
|                                                         |                                         | Shares                            |            | Amount       |  | Shares   |         | Amount        |  | Earnings |            | Loss |  | Total
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |      
|                                                         |                                         |                                  
|                                                         |                                         | (In thousands, except share data)
|Balance at January 31, 2000                              |                                         |                                   | 4,788,281  |              |  | $        | 36,535  |               |  |          | 15,259,099 |      |  | $     | 90,952  |   |  | $ | 3,311  |        |  | $ | (23,396 | )       |   | $ | 107,402 |        
|Comprehensive income:                                    |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         | Net income                              |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        | 18,453 |  |   |         |        |   |   |         | 18,453  |       
|                                                         | Foreign currency translation adjustment |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        |       |  |   |         | (15,118 | ) |   |         | (15,118 | )     
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         |                                         | Total comprehensive income        |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |         | 3,335  |  
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Conversion of preference shares into ordinary
    shares |                                         |                                   | (4,788,281 | )            |  |          | (36,535 | )             |  |          | 4,788,281  |      |  |       | 36,535  |   |  |   |       |        |  |   |        |         |   |   |        |        
|Shares issued                                            |                                         |                                   |           |              |  |          |        |               |  |          | 5,638,570  |      |  |       | 75,295  |   |  |   |       |        |  |   |        |         |   |   | 75,295  |        
|Stock compensation costs                                 |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       | 3,844   |   |  |   |       |        |  |   |        |         |   |   | 3,844   |        
|Dividends                                                |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       |        |   |  |   | (2,388 | )      |  |   |        |         |   |   | (2,388  | )      
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Balance at January 31, 2001                              |                                         |                                   |           |              |  |          |        |               |  |          | 25,685,950 |      |  |       | 206,626 |   |  |   | 19,376 |        |  |   | (38,514 | )       |   |   | 187,488 |        
|Comprehensive loss:                                      |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         | Net income                              |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        | 19,158 |  |   |         |        |   |   |         | 19,158  |       
|                                                         | Foreign currency translation adjustment |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        |       |  |   |         | (25,383 | ) |   |         | (25,383 | )     
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         |                                         | Total comprehensive loss          |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |         | (6,225 | )
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Shares issued                                            |                                         |                                   |           |              |  |          |        |               |  |          | 5,310      |      |  |       | 72      |   |  |   |       |        |  |   |        |         |   |   | 72      |        
|Stock options exercised                                  |                                         |                                   |           |              |  |          |        |               |  |          | 11,141     |      |  |       | 145     |   |  |   |       |        |  |   |        |         |   |   | 145     |        
|Stock compensation costs                                 |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       | 300     |   |  |   |       |        |  |   |        |         |   |   | 300     |        
|Dividends                                                |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       |        |   |  |   | (1,926 | )      |  |   |        |         |   |   | (1,926  | )      
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Balance at January 31, 2002                              |                                         |                                   |           |              |  |          |        |               |  |          | 25,702,401 |      |  |       | 207,143 |   |  |   | 36,608 |        |  |   | (63,897 | )       |   |   | 179,854 |        
|Comprehensive income:                                    |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         | Net income                              |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        | 29,294 |  |   |         |        |   |   |         | 29,294  |       
|                                                         | Foreign currency translation adjustment |                                   |            |             |  |          |         |              |  |          |            |     |  |       |         |  |  |   |        |       |  |   |         | 12,932  |   |   |         | 12,932  |       
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|                                                         |                                         | Total comprehensive income        |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |         | 42,226 |  
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Shares issued                                            |                                         |                                   |           |              |  |          |        |               |  |          | 4,799,416  |      |  |       | 103,175 |   |  |   |       |        |  |   |        |         |   |   | 103,175 |        
|Stock options exercised                                  |                                         |                                   |           |              |  |          |        |               |  |          | 49,307     |      |  |       | 661     |   |  |   |       |        |  |   |        |         |   |   | 661     |        
|Stock compensation costs                                 |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       | 182     |   |  |   |       |        |  |   |        |         |   |   | 182     |        
|Dividends                                                |                                         |                                   |           |              |  |          |        |               |  |          |           |      |  |       |        |   |  |   | (1,929 | )      |  |   |        |         |   |   | (1,929  | )      
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        
|Balance at January 31, 2003                              |                                         |                                   |           |              |  | $        |        |               |  |          | 30,551,124 |      |  | $     | 311,161 |   |  | $ | 63,973 |        |  | $ | (50,965 | )       |   | $ | 324,169 |        
|                                                         |                                         |                                   |            |              |  |          |         |               |  |          |            |      |  |       |         |   |  |   |        |        |  |   |         |         |   |   |         |        

See accompanying notes to the consolidated
financial statements.

F-5



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##### Table of Contents



UTi WORLDWIDE INC.






CONSOLIDATED STATEMENTS OF CASH
FLOWS


For the years ended January 31, 2003,
2002 and 2001


|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |       |         |         |  
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------ | ------------------------------------------------ | ------------------------------------------------------- | ------ | ------- | ------- | ------- | ----- | ------- | ------- | ------- | ----- | ------- | ------- | -
|                                                                                         |                                                              |                                                 
|                                                                                         |                                                              | Year Ended January 31,                          
|                                                                                         |                                                              |                                                 
|                                                                                         |                                                              | 2003                                             |                                                         | 2002   |         | 2001   
|                                                                                         |                                                              |                                                  |                                                         |        |         |        
|                                                                                         |                                                              |                                                 
|                                                                                         |                                                              | (In thousands)                                  
|OPERATING ACTIVITIES:                                                                    |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|Net income                                                                               |                                                              | $                                                | 29,294                                                  |        |         | $       | 19,158  |       |         | $       | 18,453  |      
|Adjustments to reconcile net income to net cash
    provided by operations:              |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|                                                                                         | Stock compensation costs                                     |                                                  |                                                         | 182    |         |         |         | 300   |         |         |         | 3,844 |        
|                                                                                         | Depreciation and amortization                                |                                                  |                                                         | 11,174 |         |         |         | 9,411 |         |         |         | 9,060 |        
|                                                                                         | Amortization of goodwill and other intangible
    assets     |                                                  |                                                         | 198    |         |         |         | 5,339 |         |         |         | 4,306 |        
|                                                                                         | Deferred income taxes                                        |                                                  |                                                         | 423    |         |         |         | 161   |         |         |         | 110   |        
|                                                                                         | Loss/(gain) on disposal of property, plant and
    equipment |                                                  |                                                         | 110    |         |         |         | (187  | )       |         |         | (236  | )      
|                                                                                         | Loss on disposal of investments                              |                                                  |                                                         |       |         |         |         |      |         |         |         | 362   |        
|                                                                                         | Other                                                        |                                                  |                                                         | 1,329  |         |         |         | 1,326 |         |         |         | 328   |        
|                                                                                         | Changes in operating assets and liabilities:                 |                                                  |                                                         |        |         |         |         |       |         |         |         |       |        
|                                                                                         |                                                              | (Increase)/decrease in trade receivables         |                                                         |        | (18,367 | )       |         |       | 24,055  |         |         |       | (56,574 | )      
|                                                                                         |                                                              | (Increase)/decrease in other current assets      |                                                         |        | (5,197  | )       |         |       | (782    | )       |         |       | (5,095  | )      
|                                                                                         |                                                              | Increase/(decrease) in trade payables            |                                                         |        | 23,029  |         |         |       | (20,564 | )       |         |       | 48,479  |        
|                                                                                         |                                                              | Increase/(decrease) in other accrued liabilities |                                                         |        | 7,427   |         |         |       | 4,869   |         |         |       | 9,617   |        
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|                                                                                         |                                                              |                                                  | Net cash provided by operating activities               |        |         | 49,602  |         |       |         | 43,086  |         |       |         | 32,654  |  
|INVESTING ACTIVITIES:                                                                    |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|Purchases of property, plant and equipment                                               |                                                              |                                                  | (13,572                                                 | )      |         |         | (8,711  | )     |         |         | (10,121 | )    
|Proceeds from disposal of property, plant and
    equipment                              |                                                              |                                                  | 430                                                     |        |         |         | 912     |       |         |         | 887     |      
|Proceeds from disposal of investments                                                    |                                                              |                                                  | 98                                                      |        |         |         | 63      |       |         |         | 664     |      
|Acquisitions of subsidiaries, net of cash
    acquired, and contingent earn-out payments |                                                              |                                                  | (62,944                                                 | )      |         |         | (21,868 | )     |         |         | (31,202 | )    
|Purchases of marketable securities                                                       |                                                              |                                                  | (697                                                    | )      |         |         | (83     | )     |         |         | (262    | )    
|Other                                                                                    |                                                              |                                                  |                                                        |        |         |         |        |       |         |         | (240    | )    
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|                                                                                         |                                                              |                                                  | Net cash used in investing activities                   |        |         | (76,685 | )       |       |         | (29,687 | )       |       |         | (40,274 | )
|FINANCING ACTIVITIES:                                                                    |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|Increase/(decrease) in bank lines of credit                                              |                                                              |                                                  | 12,396                                                  |        |         |         | (14,225 | )     |         |         | 12,451  |      
|(Decrease)/increase in short-term borrowings                                             |                                                              |                                                  | (3,727                                                  | )      |         |         | 168     |       |         |         | 9,437   |      
|Long-term bank borrowings  advanced                                                     |                                                              |                                                  |                                                        |        |         |         | 116     |       |         |         | 2,988   |      
|Long-term bank borrowings  repaid                                                       |                                                              |                                                  | (204                                                    | )      |         |         | (72     | )     |         |         | (181    | )    
|Repayments of capital lease obligations                                                  |                                                              |                                                  | (3,068                                                  | )      |         |         | (1,985  | )     |         |         | (2,049  | )    
|Decrease in minority interests                                                           |                                                              |                                                  | (1,028                                                  | )      |         |         | (532    | )     |         |         |        |      
|Net proceeds from the issuance of ordinary shares                                        |                                                              |                                                  | 100,836                                                 |        |         |         | 217     |       |         |         | 72,795  |      
|Dividends paid                                                                           |                                                              |                                                  | (1,929                                                  | )      |         |         | (1,926  | )     |         |         | (3,118  | )    
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|                                                                                         |                                                              |                                                  | Net cash provided by/(used in) financing
    activities |        |         | 103,276 |         |       |         | (18,239 | )       |       |         | 92,323  |  
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|Net increase/(decrease) in cash and cash
    equivalents                                 |                                                              |                                                  | 76,193                                                  |        |         |         | (4,840  | )     |         |         | 84,703  |      
|Cash and cash equivalents at the beginning of the
    year                               |                                                              |                                                  | 87,594                                                  |        |         |         | 98,372  |       |         |         | 20,760  |      
|Effect of foreign exchange rate changes                                                  |                                                              |                                                  | 4,338                                                   |        |         |         | (5,938  | )     |         |         | (7,091  | )    
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      
|                                                                                         |                                                              |                                                  | Cash and cash equivalents at the end of the year        |        | $       | 168,125 |         |       | $       | 87,594  |         |       | $       | 98,372  |  
|                                                                                         |                                                              |                                                  |                                                         |        |         |         |         |       |         |         |         |      

See accompanying notes to the consolidated
financial statements.

F-6



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##### Table of Contents



UTi WORLDWIDE INC.






NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS


For the years ended January 31, 2003,
2002 and 2001


1.     Summary of
Significant Accounting Policies

Basis of
Presentation

UTi Worldwide Inc. (the Company or UTi) is
engaged in non-asset based air and ocean transportation and
forwarding, customs clearances and distribution value added
services, such as contract logistics. The Company serves its
clients through a worldwide network of 414 offices in
132 countries, including exclusive agents, and
84 contract logistics centers.

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

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

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

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

Currency
Translation

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

Revenue
Recognition

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

F-7



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


Income
Taxes

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

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

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

Stock
Options

As of January 31, 2003, the Company had five
stock-based employee compensation plans which are described in
Note 11. The Company accounts for those plans using the
intrinsic value method under the recognition and measurement
principles of Accounting Principle Board Opinion No. 25,
Accounting for Stock Issued to Employees, and its related
Interpretations (APB No. 25). Compensation costs are not
recorded in net income for stock options, as all options granted
under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant.

As required by Statement of Financial Accounting
Standards (SFAS) No. 148, Accounting for
Stock-Based Compensation  Transition and
Disclosure  an amendment of FASB Statement
No. 123, the following table shows the estimated effect
on net income and earnings per share if the Company had applied
the fair value recognition provision of SFAS No. 123,
Accounting for Stock-Based Compensation, to stock-based
employee compensation.

|                                       |                                                                                                                   |                        |        |       |  |      |        |       |  |   |        |       | 
|-------------------------------------- | ----------------------------------------------------------------------------------------------------------------- | ---------------------- | ------ | ----- |  | ---- | ------ | ----- |  | - | ------ | ----- | 
|                                       |                                                                                                                   |                       
|                                       |                                                                                                                   | Year Ended January 31,
|                                       |                                                                                                                   |                       
|                                       |                                                                                                                   | 2003                   |        | 2002  |  | 2001
|                                       |                                                                                                                   |                        |        |       |  |     
|Net income as reported                 |                                                                                                                   | $                      | 29,294 |       |  | $    | 19,158 |       |  | $ | 18,453 |      
|                                       | Add stock-based employee compensation expense
    included in reported net income, net of income taxes            |                        |        | 182   |  |      |        | 300   |  |   |        | 272   | 
|                                       | Less total stock-based compensation expense
    determined under the fair value based method, net of income taxes |                        |        | 3,297 |  |      |        | 2,731 |  |   |        | 2,094 | 
|                                       |                                                                                                                   |                        |        |       |  |      |        |       |  |   |        |      
|Pro forma net income                   |                                                                                                                   | $                      | 26,179 |       |  | $    | 16,727 |       |  | $ | 16,631 |      
|                                       |                                                                                                                   |                        |        |       |  |      |        |       |  |   |        |      
|Basic earnings per share as reported   |                                                                                                                   | $                      | 1.13   |       |  | $    | 0.76   |       |  | $ | 0.95   |      
|Diluted earnings per share as reported |                                                                                                                   |                        | 1.11   |       |  |      | 0.75   |       |  |   | 0.88   |      
|Pro forma basic earnings per share     |                                                                                                                   |                        | 1.01   |       |  |      | 0.66   |       |  |   | 0.86   |      
|Pro forma diluted earnings per share   |                                                                                                                   |                        | 0.99   |       |  |      | 0.66   |       |  |   | 0.79   |      

F-8



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


The foregoing impact of compensation costs, was
determined under the Black-Scholes option-pricing model using
the following weighted average assumptions:

|                                 |  |                        |         |      |  |      |         |  |  |  |         | 
|-------------------------------- |  | ---------------------- | ------- | ---- |  | ---- | ------- |  |  |  | ------- | 
|                                 |  |                       
|                                 |  | Year Ended January 31,
|                                 |  |                       
|                                 |  | 2003                   |         | 2002 |  | 2001
|                                 |  |                        |         |      |  |     
|Risk free rate of return, annual |  |                        | 4%      |      |  |      | 4%      |  |  |  | 6%      | 
|Expected life                    |  |                        | 5 years |      |  |      | 5 years |  |  |  | 5 years | 
|Expected volatility              |  |                        | 45%     |      |  |      | 39%     |  |  |  | 48%     | 
|Dividend yield                   |  |                        | 1%      |      |  |      | 1%      |  |  |  | 1%      | 

Cash and Cash
Equivalents

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

Trade
Receivables

In addition to billings related to transportation
costs, trade receivables include disbursements made on behalf of
customers for value added taxes, customs duties and freight
insurance. The billings to customers for these disbursements,
are not recorded as gross revenue and freight consolidation
costs in the income statement. Management establishes reserves
based on the expected ultimate collectibility of these
receivables.

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

Property,
Plant and Equipment

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

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

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

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

Goodwill and
Other Intangible Assets

As of February 1, 2002, the Company
completed the adoption of SFAS No. 142, Goodwill
and Other Intangible Assets, (SFAS No. 142). In
accordance with SFAS No. 142, no amortization was
recorded for goodwill for acquisitions completed after
June 30, 2001. Further, effective February 1, 2002, in
accordance

F-9



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


with SFAS No. 142, the Company
discontinued the amortization relating to all existing goodwill.
Intangible assets that have finite useful lives continue to be
amortized over their useful lives. SFAS No. 142
requires that goodwill and non-amortizable intangible assets be
assessed annually for impairment. The required initial
assessment was completed at June 30, 2002 and no impairment
was determined. Future impairment tests will be performed in the
second quarter, annually. Prior to February 1, 2002,
goodwill was amortized using the straight-line method following
an assessment of the estimated useful life, subject to a maximum
period of 20 years.

The changes in the carrying amount of goodwill by
reportable segment for the year ended January 31, 2003, are
as follows:

|                                                       |  |        |        |          |  |         |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|------------------------------------------------------ |  | ------ | ------ | -------- |  | ------- | ------ | ------ |  | ----- | ------ |  |  | - | ------ |  |  | - | ------- | 
|                                                       |  |        |        |          |  | Asia    |        |        |  |      
|                                                       |  | Europe |        | Americas |  | Pacific |        | Africa |  | Total
|                                                       |  |        |        |          |  |         |        |        |  |      
|Balance as of February 1, 2002                         |  | $      | 19,314 |          |  | $       | 10,357 |        |  | $     | 35,448 |  |  | $ | 11,492 |  |  | $ | 76,611  | 
|Contingent earn-out payments made                      |  |        | 3,383  |          |  |         | 1,814  |        |  |       | 6,209  |  |  |   | 2,013  |  |  |   | 13,419  | 
|Acquisitions                                           |  |        |       |          |  |         | 22,131 |        |  |       |       |  |  |   |       |  |  |   | 22,131  | 
|Foreign currency translation and other
    adjustments |  |        | 1,130  |          |  |         | 606    |        |  |       | 2,075  |  |  |   | 672    |  |  |   | 4,483   | 
|                                                       |  |        |        |          |  |         |        |        |  |       |        |  |  |   |        |  |  |   |         | 
|Balance as of January 31, 2003                         |  | $      | 23,827 |          |  | $       | 34,908 |        |  | $     | 43,732 |  |  | $ | 14,177 |  |  | $ | 116,644 | 
|                                                       |  |        |        |          |  |         |        |        |  |       |        |  |  |   |        |  |  |   |         | 

The amortized intangible assets as of
January 31, 2003 relate to the estimated fair value of the
customer contracts and customer relationships acquired with
Standard Corporation and non-compete agreements with the former
owners of Standard Corporation, which have a gross carrying
amount of $9,195, accumulated amortization expense of $198 and a
net carrying value of $8,997. The weighted average life of these
assets is 15.5 years. Amortization expense totaled $198 for
the year ended January 31, 2003 and we expect it to be
approximately $594 per year for each of the next five years.
There were no amortized intangible assets as of February 1,
2002.

As required by SFAS No. 142, the
results for the prior years have not been restated. A
reconciliation of net income as if SFAS No. 142 had
been adopted for the years ended January 31, 2002 and 2001,
along with reported results for the year ended January 31,
2003 is as follows:

|                  |                                               |                                |   |        |        |      |   |        |        |  |   |        |        | 
|----------------- | --------------------------------------------- | ------------------------------ | - | ------ | ------ | ---- | - | ------ | ------ |  | - | ------ | ------ | 
|                  |                                               |                               
|                  |                                               | For the Year Ended January 31,
|                  |                                               |                               
|                  |                                               | 2003                           |   | 2002   |        | 2001
|                  |                                               |                                |   |        |        |     
|Operating income: |                                               |                                |   |        |        |      |   |        |        |  |   |       
|                  | As reported                                   |                                | $ | 45,505 |        |      | $ | 29,670 |        |  | $ | 24,208 |       
|                  | Add back amortization of goodwill             |                                |   |       |        |      |   | 5,339  |        |  |   | 4,306  |       
|                  |                                               |                                |   |        |        |      |   |        |        |  |   |       
|                  |                                               | Adjusted operating income      |   | $      | 45,505 |      |   | $      | 35,009 |  |   | $      | 28,514 | 
|                  |                                               |                                |   |        |        |      |   |        |        |  |   |       
|                 
|Net income:       |                                               |                                |   |        |        |      |   |        |        |  |   |       
|                  | As reported                                   |                                | $ | 29,294 |        |      | $ | 19,158 |        |  | $ | 18,453 |       
|                  | Add back amortization of goodwill, net of tax |                                |   |       |        |      |   | 5,100  |        |  |   | 4,163  |       
|                  |                                               |                                |   |        |        |      |   |        |        |  |   |       
|                  |                                               | Adjusted net income            |   | $      | 29,294 |      |   | $      | 24,258 |  |   | $      | 22,616 | 
|                  |                                               |                                |   |        |        |      |   |        |        |  |   |       

F-10



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


|                            |                                               |                                     |   |      |      |      |   |      |      |  |   |      |      | 
|--------------------------- | --------------------------------------------- | ----------------------------------- | - | ---- | ---- | ---- | - | ---- | ---- |  | - | ---- | ---- | 
|                            |                                               |                                    
|                            |                                               | For the Year Ended January 31,     
|                            |                                               |                                    
|                            |                                               | 2003                                |   | 2002 |      | 2001
|                            |                                               |                                     |   |      |      |     
|Basic earnings per share:   |                                               |                                     |   |      |      |      |   |      |      |  |   |     
|                            | As reported                                   |                                     | $ | 1.13 |      |      | $ | 0.76 |      |  | $ | 0.95 |     
|                            | Add back amortization of goodwill, net of tax |                                     |   |     |      |      |   | 0.20 |      |  |   | 0.22 |     
|                            |                                               |                                     |   |      |      |      |   |      |      |  |   |     
|                            |                                               | Adjusted basic earnings per share   |   | $    | 1.13 |      |   | $    | 0.96 |  |   | $    | 1.17 | 
|                            |                                               |                                     |   |      |      |      |   |      |      |  |   |     
|Diluted earnings per share: |                                               |                                     |   |      |      |      |   |      |      |  |   |     
|                            | As reported                                   |                                     | $ | 1.11 |      |      | $ | 0.75 |      |  | $ | 0.88 |     
|                            | Add back amortization of goodwill, net of tax |                                     |   |     |      |      |   | 0.20 |      |  |   | 0.19 |     
|                            |                                               |                                     |   |      |      |      |   |      |      |  |   |     
|                            |                                               | Adjusted diluted earnings per share |   | $    | 1.11 |      |   | $    | 0.95 |  |   | $    | 1.07 | 
|                            |                                               |                                     |   |      |      |      |   |      |      |  |   |     

Investments

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

Retirement
Benefit Costs

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

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

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

Fair Values
of Financial Instruments

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

Financial liabilities and equity instruments are
classified according to the substance of the contractual
agreements entered into. Significant financial liabilities
include trade and other payables, interest-bearing bank lines of
credit and bank loans, and capital lease obligations. The
carrying amounts of bank lines of credit,

F-11



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


capital lease obligations and the majority of
other long-term borrowings approximate fair values because the
interest rates are based upon variable reference rates.
Interest-bearing bank loans and bank lines of credit are
recorded at the proceeds received. Interest expense, including
premiums payable on settlement or redemption, is accounted for
on an accrual basis.

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

Risk
Management

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

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

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

Recent
Accounting Pronouncements

The Company also adopted SFAS No. 143,
Accounting for Asset Retirement Obligations(SFAS 143) and SFAS No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets(SFAS 144) effective February 1, 2002.
SFAS 143 establishes accounting and reporting standards for
obligations associated with the retirement of tangible
long-lived assets and the associated asset retirement costs.
SFAS 144 establishes accounting and reporting standards for the
impairment or disposal of long-lived assets. The adoption of
these standards did not have a material effect on the
Companys financial position or results of operations.

In April 2002, the Financial Accounting Standards
Board (FASB) issued SFAS No. 145, Rescission
of FASB Statements No. 4, 44 and 64, Amendment of
FASB No. 13 and Technical Corrections.
SFAS No. 145 rescinds FASB Statement No. 4,
Reporting Gains and Losses from Extinguishment of Debt,
and an amendment of that Statement, FASB Statement No. 64,
Extinguishments of Debt Made to Satisfy Sinking-Fund
Requirements. This statement also rescinds FASB Statement
No. 44, Accounting for Intangible Assets of Motor
Carriers. This statement amends FASB Statement No. 13,
Accounting for Leases, to eliminate an inconsistency
between the required accounting for sale-leaseback transactions
and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback
transactions. This statement also amends other existing
authoritative pronouncements to make various technical
corrections, clarify meanings, or describe their applicability
under changed conditions. The Company has determined that the
adoption of this statement will have no impact on its
consolidated financial position or results of operations.

In June 2002, the FASB issued
SFAS No. 146, Accounting for Costs Associated with
Exit or Disposal Activities. SFAS No. 146
addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies
Emerging Issues Task Force Issue No. 94-3, Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring). This statement is effective for exit or
disposal activities that are initiated after December 31,
2002. The Company has determined that the adoption of this
statement will not have a material impact on its consolidated
financial position or results of operations.

F-12



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure 
an amendment of FASB Statement No. 123.
SFAS No. 148 amends SFAS No. 123,
Accounting for Stock-Based Compensation, to provide
alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee
compensation and to amend the disclosure requirements regarding
the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. This
statement is effective for fiscal years ending after
December 15, 2003, while certain disclosure provisions are
effective for financial statements for fiscal years ending after
December 15, 2002. The Company has determined that this
statement will have no material impact on its consolidated
financial position or results of operations.

2.     Acquisitions

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

For the Year
Ended January 31, 2003

Effective October 1, 2002, the Company
acquired 100% of the issued and outstanding share capital of
Standard Corporation, incorporated in South Carolina, as part of
its plan to expand its contract logistics services, for an
initial purchase price of approximately $48,830, consisting of
approximately $45,830 in cash and the issuance by the Company of
$3,000 worth of restricted ordinary shares (164,384 shares). In
addition to the initial payment, the terms of the acquisition
agreement provide for additional consideration of up to
approximately $12,500 contingent upon the future performance of
Standard Corporation over the two-year period ending
September 30, 2004, of which $4,000 was placed in escrow at
the time of the acquisition. All such additional consideration
will be recorded as additions to goodwill. We expect that the
amortization of goodwill for tax purposes will be fully
deductible. The following table summarizes the estimated fair
value of the assets acquired and liabilities assumed at the date
of acquisition.

|                              |                       |   |        |        | 
|----------------------------- | --------------------- | - | ------ | ------ | 
|Current assets                |                       | $ | 23,316 |       
|Property, plant and equipment |                       |   | 4,068  |       
|Intangible assets             |                       |   | 9,195  |       
|Goodwill                      |                       |   | 22,131 |       
|                              |                       |   |        |       
|                              | Total assets acquired |   |        | 58,710 | 
|Liabilities assumed           |                       |   | (9,880 | )     
|                              |                       |   |        |       
|                              | Net assets acquired   |   | $      | 48,830 | 
|                              |                       |   |        |       

On November 1, 2002, the Company acquired
the entire issued share capital of Zeracon Limited, incorporated
in the United Kingdom, for an initial purchase price of
approximately $2,533, of which approximately $1,971 represented
goodwill. The final total consideration for this acquisition is
dependent on certain performance criteria being achieved over
the three-year period following the date of acquisition.

For the Year
Ended January 31, 2002

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

F-13



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

On January 25, 2002 the Company acquired
100% of the issued and outstanding share capital of Grupo
SLi & Union S.L., incorporated in Spain, for two
initial cash payments totaling approximately $13,100, with the
final purchase price being dependent on certain performance
criteria being achieved over the four-year period subsequent to
the acquisition.



| |                                        
| | ---------------------------------------
| | For the Year Ended January 31,
    2001

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

On April 1, 2000, the Company acquired
certain assets and liabilities in Southern Overseas Express
Lines Inc., incorporated in the United States, for total
consideration of approximately $4,274.

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

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

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

On July 1, 2000 the Company acquired certain
assets and liabilities in International Freight Services Group
Holdings Limited, with operations in Australia, New Zealand, the
United Kingdom and the United States, for total consideration of
approximately $2,515.

Effective September 1, 2000, UTi acquired
substantially all of the assets of the Continental group, a
group of five related companies in the freight forwarding
industry under common control and incorporated in the United
States and Hong Kong, for total consideration of approximately
$27,711. UTi also agreed to make earn-out payments to the
sellers based on annual net profits before tax of the purchased
operations during each of the three years following
September 1, 2000.

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

F-14



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

|                                    |              |         |   |           |           |            |   |        |        |  |   |      |      | 
|----------------------------------- | ------------ | ------- | - | --------- | --------- | ---------- | - | ------ | ------ |  | - | ---- | ---- | 
|                                    |              |         |   |           |           | Diluted   
|                                    |              | Gross   |   | Net       |           | Earnings  
|                                    |              | Revenue |   | Income    |           | Per Share*
|                                    |              |         |   |           |           |           
|Fiscal year ended January 31, 2003: |              |         |   |           |           |            |   |        |        |  |   |     
|                                    | As reported  |         | $ | 1,170,060 |           |            | $ | 29,294 |        |  | $ | 1.11 |     
|                                    | Acquisitions |         |   | 97,191    |           |            |   | 668    |        |  |   | 0.03 |     
|                                    |              |         |   |           |           |            |   |        |        |  |   |     
|                                    |              | Total   |   | $         | 1,267,251 |            |   | $      | 29,962 |  |   | $    | 1.14 | 
|                                    |              |         |   |           |           |            |   |        |        |  |   |     
|Fiscal year ended January 31, 2002: |              |         |   |           |           |            |   |        |        |  |   |     
|                                    | As reported  |         | $ | 889,786   |           |            | $ | 19,158 |        |  | $ | 0.75 |     
|                                    | Acquisitions |         |   | 157,238   |           |            |   | 754    |        |  |   | 0.03 |     
|                                    |              |         |   |           |           |            |   |        |        |  |   |     
|                                    |              | Total   |   | $         | 1,047,024 |            |   | $      | 19,912 |  |   | $    | 0.78 | 
|                                    |              |         |   |           |           |            |   |        |        |  |   |     



---



|  |                                                                                                                                                             
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Earnings per share calculated based on 26,619,560
    and 25,666,248 diluted ordinary shares for the year ended
    January 31, 2003 and 2002, respectively.

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

|                                                                                                                                         |  |                        |        |      |  |      |        |   |  |   |        |  
|---------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------- | ------ | ---- |  | ---- | ------ | - |  | - | ------ | -
|                                                                                                                                         |  |                       
|                                                                                                                                         |  | Year Ended January 31,
|                                                                                                                                         |  |                       
|                                                                                                                                         |  | 2003                   |        | 2002 |  | 2001
|                                                                                                                                         |  |                        |        |      |  |     
|Cash consideration                                                                                                                       |  | $                      | 61,754 |      |  | $    | 20,158 |   |  | $ | 32,538 |  
|Cash at bank acquired                                                                                                                    |  |                        | (10    | )    |  |      | (556   | ) |  |   | (1,391 | )
|Bank overdrafts acquired                                                                                                                 |  |                        | 1,200  |      |  |      | 2,266  |   |  |   | 55     |  
|                                                                                                                                         |  |                        |        |      |  |      |        |   |  |   |        |  
|Net outflow of cash and cash equivalents in
    respect of the purchase of subsidiary and associated
    undertakings and other goodwill |  | $                      | 62,944 |      |  | $    | 21,868 |   |  | $ | 31,202 |  
|                                                                                                                                         |  |                        |        |      |  |      |        |   |  |   |        |  

3.     Income
Taxes

Income tax expense is comprised of the following:

|                             |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |        | 
|---------------------------- | -------- | ------- | --- | ----- |  | ------- | --- | ----- |  | - | ------ | ------ | - | - | ------ | ------ | 
|                             |          | Federal |     | State |  | Foreign |     | Total
|                             |          |         |     |       |  |         |     |      
|Year ended January 31, 2003: |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       
|                             | Current  |         | $   | 12    |  |         | $   | 278   |  |   | $      | 11,929 |   |   | $      | 12,219 | 
|                             | Deferred |         |     |      |  |         |     |      |  |   |        | 273    |   |   |        | 273    | 
|                             |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       
|                             |          | $       | 12  |       |  | $       | 278 |       |  | $ | 12,202 |        |   | $ | 12,492 |       
|                             |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       
|Year ended January 31, 2002: |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       
|                             | Current  |         | $   |      |  |         | $   | 128   |  |   | $      | 7,633  |   |   | $      | 7,761  | 
|                             | Deferred |         |     | 517   |  |         |     | 89    |  |   |        | (397   | ) |   |        | 209    | 
|                             |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       
|                             |          | $       | 517 |       |  | $       | 217 |       |  | $ | 7,236  |        |   | $ | 7,970  |       
|                             |          |         |     |       |  |         |     |       |  |   |        |        |   |   |        |       

F-15



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


|                             |          |         |    |       |  |         |   |       |  |   |       |       |  |   |       |       | 
|---------------------------- | -------- | ------- | -- | ----- |  | ------- | - | ----- |  | - | ----- | ----- |  | - | ----- | ----- | 
|                             |          | Federal |    | State |  | Foreign |   | Total
|                             |          |         |    |       |  |         |   |      
|Year ended January 31, 2001: |          |         |    |       |  |         |   |       |  |   |       |       |  |   |       |      
|                             | Current  |         | $  | 45    |  |         | $ |      |  |   | $     | 6,032 |  |   | $     | 6,077 | 
|                             | Deferred |         |    |      |  |         |   |      |  |   |       | 131   |  |   |       | 131   | 
|                             |          |         |    |       |  |         |   |       |  |   |       |       |  |   |       |      
|                             |          | $       | 45 |       |  | $       |  |       |  | $ | 6,163 |       |  | $ | 6,208 |      
|                             |          |         |    |       |  |         |   |       |  |   |       |       |  |   |       |      

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

|                                            |                                           |             |      |      |  |      |      |      |   |  |      |      |  
|------------------------------------------- | ----------------------------------------- | ----------- | ---- | ---- |  | ---- | ---- | ---- | - |  | ---- | ---- | -
|                                            |                                           |            
|                                            |                                           | Year Ended 
|                                            |                                           | January 31,
|                                            |                                           |            
|                                            |                                           | 2003        |      | 2002 |  | 2001
|                                            |                                           |             |      |      |  |     
|Statutory income tax rate for the Company   |                                           |             |     | %    |  |      |     | %    |   |  |     | %   
|Increase/(decrease) in rate resulting from: |                                           |             |      |      |  |      |      |      |   |  |      |     
|                                            | Foreign income tax differential           |             |      | 21.0 |  |      |      | 17.1 |   |  |      | 19.7 |  
|                                            | Non-deductible expenses                   |             |      | 2.5  |  |      |      | 8.9  |   |  |      | 5.8  |  
|                                            | Increase/(decrease) in income tax rates   |             |      | 2.1  |  |      |      | (0.2 | ) |  |      |     |  
|                                            | Deferred income tax assets not recognized |             |      |     |  |      |      | (0.8 | ) |  |      | (2.8 | )
|                                            | Change in valuation allowance             |             |      | 1.9  |  |      |      | 1.8  |   |  |      | (1.1 | )
|                                            | Other                                     |             |      | 1.4  |  |      |      | 1.2  |   |  |      | 2.6  |  
|                                            |                                           |             |      |      |  |      |      |      |   |  |      |     
|Effective income tax rate                   |                                           |             | 28.9 | %    |  |      | 28.0 | %    |   |  | 24.2 | %   
|                                            |                                           |             |      |      |  |      |      |      |   |  |      |     

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

|                                            |                                   |                   |        |        |   |   |        |        |  
|------------------------------------------- | --------------------------------- | ----------------- | ------ | ------ | - | - | ------ | ------ | -
|                                            |                                   |                  
|                                            |                                   | As of January 31,
|                                            |                                   |                  
|                                            |                                   | 2003              |        | 2002  
|                                            |                                   |                   |        |       
|Gross deferred income tax assets:           |                                   |                   |        |        |   |   |        |       
|                                            | Allowance for doubtful accounts   |                   | $      | 1,559  |   |   | $      | 1,335  |  
|                                            | Accruals not currently deductible |                   |        | 3,622  |   |   |        | 2,012  |  
|                                            | Property, plant and equipment     |                   |        | 403    |   |   |        | 226    |  
|                                            | Goodwill                          |                   |        | 548    |   |   |        | 1,636  |  
|                                            | Net operating loss carryforwards  |                   |        | 3,266  |   |   |        | 2,955  |  
|                                            | Other                             |                   |        | 133    |   |   |        | 291    |  
|                                            |                                   |                   |        |        |   |   |        |       
|Total gross deferred income tax assets      |                                   |                   | 9,531  |        |   |   | 8,455  |       
|Gross deferred income tax liabilities:      |                                   |                   |        |        |   |   |        |       
|                                            | Property, plant and equipment     |                   |        | (839   | ) |   |        | (397   | )
|                                            | Retirement benefit obligations    |                   |        | (1,367 | ) |   |        | (1,114 | )
|                                            | Other                             |                   |        | (732   | ) |   |        | (951   | )
|                                            |                                   |                   |        |        |   |   |        |       
|Total gross deferred income tax liabilities |                                   |                   | (2,938 | )      |   |   | (2,462 | )     
|Valuation allowance                         |                                   |                   | (5,906 | )      |   |   | (5,080 | )     
|                                            |                                   |                   |        |        |   |   |        |       
|Net deferred income tax asset               |                                   | $                 | 687    |        |   | $ | 913    |       
|                                            |                                   |                   |        |        |   |   |        |       

As of January 31, 2003, the Company has
federal net operating loss carryforwards of approximately
$3,766. These net operating loss carryforwards will begin to
expire in the year ending January 31, 2022. The

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


Company has operating loss carryforwards relating
to state taxes of approximately $2,751, which expire at various
dates from the year ending January 31, 2012 through
January 31, 2022. The Company also has approximately $7,178
of net operating loss carryforwards in various countries
excluding the United States of America. These expire at various
dates with certain locations having indefinite time periods in
which to use their net operating loss carryforwards. During the
year ended January 31, 2003, the Company utilized
approximately $3,126 of net operating loss carryforwards.

The Company has established a valuation allowance
in accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes. The valuation allowance
primarily relates to the net operating losses of subsidiaries.
The Company continually reviews the adequacy of valuation
allowances and establishes the allowances when it is determined
that it is more likely than not that the benefits will not be
realized. During the years ended January 31, 2003 and 2002,
the valuation allowance was increased by $826 and $505,
respectively.

4.     Earnings per
Share

Earnings per share are calculated as follows:

|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |            |      | 
|--------------------------- | -------------------------------------------------------------------------------------------------------------- | -------------------------- | - | ---------- | ---- | ---- | - | ---------- | ---- |  | - | ---------- | ---- | 
|                            |                                                                                                                |                           
|                            |                                                                                                                | Year Ended January 31,    
|                            |                                                                                                                |                           
|                            |                                                                                                                | 2003                       |   | 2002       |      | 2001
|                            |                                                                                                                |                            |   |            |      |     
|Basic earnings per share:   |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|                            | Net income                                                                                                     |                            | $ | 29,294     |      |      | $ | 19,158     |      |  | $ | 18,453     |     
|                            | Weighted average number of ordinary shares                                                                     |                            |   | 25,932,164 |      |      |   | 25,233,394 |      |  |   | 19,345,036 |     
|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|                            |                                                                                                                | Basic earnings per share   |   | $          | 1.13 |      |   | $          | 0.76 |  |   | $          | 0.95 | 
|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|Diluted earnings per share: |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|                            | Net income                                                                                                     |                            | $ | 29,294     |      |      | $ | 19,158     |      |  | $ | 18,453     |     
|                            | Weighted average number of ordinary shares                                                                     |                            |   | 25,932,164 |      |      |   | 25,233,394 |      |  |   | 19,345,036 |     
|                            | Weighted average number of non-voting variable
    rate participating cumulative convertible preference shares |                            |   |           |      |      |   |           |      |  |   | 1,197,070  |     
|                            | Incremental shares required for diluted earnings
    per share related to employee stock options               |                            |   | 572,237    |      |      |   | 268,470    |      |  |   | 511,326    |     
|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|                            | Diluted weighted average shares outstanding                                                                    |                            |   | 26,504,401 |      |      |   | 25,501,864 |      |  |   | 21,053,432 |     
|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           
|                            |                                                                                                                | Diluted earnings per share |   | $          | 1.11 |      |   | $          | 0.75 |  |   | $          | 0.88 | 
|                            |                                                                                                                |                            |   |            |      |      |   |            |      |  |   |           

This calculation excludes the 412,039, 457,412
and 736,767 ordinary shares held in the two incentive trusts as
of January 31, 2003, 2002 and 2001, respectively. The
conversion of 4,788,281 of non-voting variable rate
participating cumulative convertible preference shares into
ordinary shares was effective on April 30, 2000.

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


5.     Property,
Plant and Equipment

At January 31, 2003 and 2002, property,
plant and equipment at cost and accumulated depreciation were:

|                                     |  |             |         |      |  |   |         |  
|------------------------------------ |  | ----------- | ------- | ---- |  | - | ------- | -
|                                     |  |            
|                                     |  | January 31,
|                                     |  |            
|                                     |  | 2003        |         | 2002
|                                     |  |             |         |     
|Land                                 |  | $           | 2,541   |      |  | $ | 1,967   |  
|Buildings and leasehold improvements |  |             | 18,894  |      |  |   | 14,624  |  
|Furniture, fixtures and equipment    |  |             | 60,735  |      |  |   | 41,611  |  
|Vehicles                             |  |             | 9,138   |      |  |   | 6,996   |  
|                                     |  |             |         |      |  |   |         |  
|Property, plant and equipment, gross |  |             | 91,308  |      |  |   | 65,198  |  
|Accumulated depreciation             |  |             | (46,742 | )    |  |   | (34,013 | )
|                                     |  |             |         |      |  |   |         |  
|Property, plant and equipment, net   |  | $           | 44,566  |      |  | $ | 31,185  |  
|                                     |  |             |         |      |  |   |         |  

6.     Trade Payables
and Other Accrued Liabilities

At January 31, 2003 and 2002, trade payables
and other accrued liabilities were comprised of the following:

|                                                   |                      |             |         |         |  |   |         |         | 
|-------------------------------------------------- | -------------------- | ----------- | ------- | ------- |  | - | ------- | ------- | 
|                                                   |                      |            
|                                                   |                      | January 31,
|                                                   |                      |            
|                                                   |                      | 2003        |         | 2002   
|                                                   |                      |             |         |        
|Trade payables:                                    |                      |             |         |         |  |   |         |        
|                                                   | Due to agents        |             | $       | 2,803   |  |   | $       | 3,449   | 
|                                                   | Other trade payables |             |         | 176,166 |  |   |         | 131,706 | 
|                                                   |                      |             |         |         |  |   |         |        
|Trade payables                                     |                      |             | 178,969 |         |  |   | 135,155 |        
|Interest payable                                   |                      |             | 110     |         |  |   | 56      |        
|Other payables and accruals                        |                      |             | 57,469  |         |  |   | 37,902  |        
|                                                   |                      |             |         |         |  |   |         |        
|Total trade payables and other accrued liabilities |                      | $           | 236,548 |         |  | $ | 173,113 |        
|                                                   |                      |             |         |         |  |   |         |        

7.     Borrowings

Borrowings consist of the following:

|                          |  |                   |        |      |  |   |        | 
|------------------------- |  | ----------------- | ------ | ---- |  | - | ------ | 
|                          |  |                  
|                          |  | As of January 31,
|                          |  |                  
|                          |  | 2003              |        | 2002
|                          |  |                   |        |     
|Bank lines of credit      |  | $                 | 33,458 |      |  | $ | 21,062 | 
|Short-term borrowings     |  |                   | 9,121  |      |  |   | 11,518 | 
|Long-term bank borrowings |  |                   | 199    |      |  |   | 1,192  | 
|                          |  |                   |        |      |  |   |        | 
|                          |  | $                 | 42,778 |      |  | $ | 33,772 | 
|                          |  |                   |        |      |  |   |        | 

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


The amounts due as of January 31, 2003 are
repayable in the following fiscal years:

|                    |  |   |        | 
|------------------- |  | - | ------ | 
|2004                |  | $ | 42,579 | 
|2005                |  |   | 83     | 
|2006                |  |   | 58     | 
|2007                |  |   | 31     | 
|2008                |  |   | 27     | 
|2009 and thereafter |  |   |       | 
|                    |  |   |        | 
|                    |  | $ | 42,778 | 
|                    |  |   |        | 

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

|                        |  |     |        |     |  |      |       |       |  |       |       |  |  |   |        |  |  |   |        | 
|----------------------- |  | --- | ------ | --- |  | ---- | ----- | ----- |  | ----- | ----- |  |  | - | ------ |  |  | - | ------ | 
|                        |  | US$ |        | GBP |  | Euro |       | Other |  | Total
|                        |  |     |        |     |  |      |       |       |  |      
|As of January 31, 2003: |  |     |        |     |  |      |       |       |  |       |       |  |  |   |        |  |  |   |        | 
|Bank lines of credit    |  | $   | 17,491 |     |  | $    | 1,143 |       |  | $     | 4,736 |  |  | $ | 10,088 |  |  | $ | 33,458 | 
|Short-term borrowings   |  |     |       |     |  |      |      |       |  |       | 464   |  |  |   | 8,657  |  |  |   | 9,121  | 
|Long-term bank loans    |  |     |       |     |  |      |      |       |  |       |      |  |  |   | 199    |  |  |   | 199    | 
|As of January 31, 2002: |  |     |        |     |  |      |       |       |  |       |       |  |  |   |        |  |  |   |        | 
|Bank lines of credit    |  | $   | 9,389  |     |  | $    | 165   |       |  | $     | 3,562 |  |  | $ | 7,946  |  |  | $ | 21,062 | 
|Short-term borrowings   |  |     |       |     |  |      |      |       |  |       | 162   |  |  |   | 11,356 |  |  |   | 11,518 | 
|Long-term bank loans    |  |     |       |     |  |      | 104   |       |  |       | 829   |  |  |   | 259    |  |  |   | 1,192  | 

As of January 31, 2003 and 2002, the
weighted average interest rate on the Companys outstanding
debt was 5.7% and 6.8%, respectively. An analysis of interest
rates by currency is as follows:

|                        |  |     |     |     |  |      |     |       |  |  |           |  |  |  |            | 
|----------------------- |  | --- | --- | --- |  | ---- | --- | ----- |  |  | --------- |  |  |  | ---------- | 
|                        |  | US$ |     | GBP |  | Euro |     | Other
|                        |  | %   |     | %   |  | %    |     | %    
|                        |  |     |     |     |  |      |     |      
|As of January 31, 2003: |  |     |     |     |  |      |     |       |  |  |           |  |  |  |            | 
|Bank lines of credit    |  |     | 4.0 |     |  |      | 5.5 |       |  |  | 4.0 - 9.3 |  |  |  | 5.0 - 17.8 | 
|Short-term borrowings   |  |     |    |     |  |      |    |       |  |  | 6.0 - 7.1 |  |  |  | 2.0 - 15.5 | 
|Long-term bank loans    |  |     |    |     |  |      |    |       |  |  |          |  |  |  | 9.8 - 17.8 | 
|As of January 31, 2002: |  |     |     |     |  |      |     |       |  |  |           |  |  |  |            | 
|Bank lines of credit    |  |     | 4.5 |     |  |      | 5.5 |       |  |  | 6.0 - 9.7 |  |  |  | 4.6 - 16.8 | 
|Short-term borrowings   |  |     |    |     |  |      |    |       |  |  | 4.6       |  |  |  | 2.9 - 14.0 | 
|Long-term bank loans    |  |     |    |     |  |      | 2.3 |       |  |  | 4.4 - 6.0 |  |  |  | 9.0 - 16.8 | 

Borrowings on bank lines of credit at
January 31, 2003 and 2002 of $24,066 and $18,462,
respectively, are collateralized by trade receivables, other
assets, pledged cash deposits, pledges placed over shares of
certain subsidiaries or a combination of these, and are
repayable on demand. Trade receivables of $138,139 are pledged
as security against certain of the Companys borrowings,
which amount to $24,066 at January 31, 2003.

In August 2000, the Companys U.S. operating
company entered into a revolving credit facility with General
Electric Capital Corporation which provides for up to $29,000 of
borrowings based on a formula of eligible accounts receivables.
The credit facility matures in August 2003, is guaranteed by UTi
and is secured by substantially all of the assets of the U.S.
operating company and its subsidiaries as well as a pledge of
the stock of the U.S. operating company and its subsidiaries.
Interest is due and payable on borrowings under the

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


credit facility based on one of the following:
(i) LIBOR plus 2.75%, (ii) prior to the syndication of
the loan, the latest rate for 30-day dealer placed commercial
paper plus 2.75% or (iii) after such syndication, the
higher of 0.50% plus (a) the base rate as published in the
Wall Street Journal and (b) the federal funds rate plus
0.50% per annum. The credit agreement contains customary
financial and other covenants and restrictions applicable to the
U.S. operations and a change of control provision applicable to
changes at our U.S. holding company level. The Company is
currently evaluating its options with regard to a renewal or
replacement of this facility.

The Company has credit facilities with Nedcor
Bank Limited, a direct subsidiary of Old Mutual plc. Old Mutual
plc is one of the Companys principal shareholders. As of
January 31, 2003, the outstanding balances under these
credit facilities was approximately $9,000. The weighted average
interest rate on the outstanding balances under these facilities
was 2.4% at January 31, 2003. The facility is available on
an ongoing basis until further notice, subject to Nedcor
Banks credit review procedures and may be terminated by
the bank at any time. The facility is secured by cross
guarantees and indemnities of selected subsidiary companies. The
Company believes that such loans were made in the ordinary
course of business on substantially the same terms, including
interest rate and collateral, as those prevailing at the time
for comparable transactions.

The Companys credit facilities at
January 31, 2003 allow for borrowings and guarantees of up
to $138,900, depending on available receivables and other
restrictions. Borrowings under these facilities totaled
approximately $40,500 as of January 31, 2003. The purpose
of these facilities is to provide the Company with working
capital, customs bonds and guarantees. Due to the global nature
of the Company, a number of financial institutions are utilized
to provide the abovementioned facilities. Consequently, the uses
of these facilities are normally restricted to the country in
which they are offered.

8.     Supplemental
Financial Information



| |                         
| | ------------------------
| | Other Operating Expenses

Included in other operating expenses are
facilities and communication costs for the years ended
January 31, 2003, 2002 and 2001 of $45,948, $37,300 and
$34,500, respectively. In addition, other operating expenses is
comprised of selling, general and administrative costs.



| |                                       
| | --------------------------------------
| | Supplemental Cash Flow
    Information

|                                                         |              |                        |       |       |  |      |     |       |  |  |       |       | 
|-------------------------------------------------------- | ------------ | ---------------------- | ----- | ----- |  | ---- | --- | ----- |  |  | ----- | ----- | 
|                                                         |              |                       
|                                                         |              | Year Ended January 31,
|                                                         |              |                       
|                                                         |              | 2003                   |       | 2002  |  | 2001
|                                                         |              |                        |       |       |  |     
|Cash paid for:                                           |              |                        |       |       |  |      |     |       |  |  |       |      
|                                                         | Interest     |                        | $     | 432   |  |      | $   | 1,264 |  |  | $     | 5,762 | 
|                                                         | Income taxes |                        |       | 9,152 |  |      |     | 6,674 |  |  |       | 5,267 | 
|Capital lease obligations incurred to acquire
    assets |              |                        | 2,472 |       |  |      | 927 |       |  |  | 2,521 |      

9.     Retirement
Benefit Plans



| |                           
| | --------------------------
| | Defined Contribution Plans

In certain countries, the Company operates
defined contribution retirement benefit plans for all qualifying
employees. The assets of the plans are held separately from
those of the Company, in funds under the control of trustees. In
other countries, the qualifying employees are members of
state-managed retirement benefit plans. The Company is required
to contribute a specified percentage of the payroll costs to the
retirement benefit plan to fund the benefits. The only
obligation of the Company with respect to the retirement benefit

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


plans is to make the required contribution. For
the years ended January 31, 2003, 2002 and 2001, the
Companys contributions to the above plans were $3,053,
$2,457 and $2,109, respectively.



| |                      
| | ---------------------
| | Defined Benefit Plans

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

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

|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |       |        | 
|-------------------------------------------------------------------------------------------------------------- | ---------------------------- | -------------------------------------------- | ------ | ------ | ------ | ---- | ------ | ----- | ----- | - | ------ | ----- | ------ | 
|                                                                                                               |                              |                                             
|                                                                                                               |                              | Year Ended January 31,                      
|                                                                                                               |                              |                                             
|                                                                                                               |                              | 2003                                         |        | 2002   |        | 2001
|                                                                                                               |                              |                                              |        |        |        |     
|Change in projected benefit obligations:                                                                       |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Projected benefit obligation at beginning of year                                                              |                              | $                                            | 9,945  |        |        | $    | 11,380 |       |       | $ | 12,949 |      
|Service cost                                                                                                   |                              |                                              | 641    |        |        |      | 660    |       |       |   | 853    |      
|Plan participants contributions                                                                               |                              |                                              | 179    |        |        |      | 156    |       |       |   | 269    |      
|Interest cost                                                                                                  |                              |                                              | 1,168  |        |        |      | 1,120  |       |       |   | 1,273  |      
|Amendments                                                                                                     |                              |                                              |       |        |        |      | 31     |       |       |   |       |      
|Actuarial (gain)/loss                                                                                          |                              |                                              | (159   | )      |        |      | 1,348  |       |       |   | 89     |      
|Transfer to liability due to settlement                                                                        |                              |                                              |       |        |        |      | (209   | )     |       |   |       |      
|Benefits paid                                                                                                  |                              |                                              | (401   | )      |        |      | (658   | )     |       |   | (1,453 | )    
|Foreign exchange translation adjustment                                                                        |                              |                                              | 3,569  |        |        |      | (3,883 | )     |       |   | (2,600 | )    
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|                                                                                                               |                              | Projected benefit obligations at end of year |        | $      | 14,942 |      |        | $     | 9,945 |   |        | $     | 11,380 | 
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Change in plan assets:                                                                                         |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Fair value of plan assets at beginning of year                                                                 |                              | $                                            | 10,598 |        |        | $    | 12,984 |       |       | $ | 14,380 |      
|Actual (losses)/returns on assets                                                                              |                              |                                              | (688   | )      |        |      | 2,233  |       |       |   | 2,011  |      
|Employer contributions                                                                                         |                              |                                              | 417    |        |        |      | 544    |       |       |   | 849    |      
|Benefits paid                                                                                                  |                              |                                              | (401   | )      |        |      | (658   | )     |       |   | (1,453 | )    
|Transfer to liability due to settlement                                                                        |                              |                                              |       |        |        |      | (209   | )     |       |   |       |      
|Plan participants contribution                                                                                |                              |                                              | 179    |        |        |      | 156    |       |       |   | 269    |      
|Foreign exchange translation adjustment                                                                        |                              |                                              | 3,479  |        |        |      | (4,452 | )     |       |   | (3,072 | )    
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Fair value of plan assets at end of year                                                                       |                              | $                                            | 13,584 |        |        | $    | 10,598 |       |       | $ | 12,984 |      
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Reconciliation of funded status and net amount
    recognized in the accompanying consolidated balance sheets: |                              |                                              |        |        |        |      |        |       |       |   |        |      
|                                                                                                               | Funded status at end of year |                                              | $      | (1,358 | )      |      | $      | 653   |       |   | $      | 1,604 |       
|                                                                                                               | Unrecognized net loss        |                                              |        | 4,967  |        |      |        | 1,845 |       |   |        | 2,011 |       
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|                                                                                                               |                              | Net amount recognized                        |        | $      | 3,609  |      |        | $     | 2,498 |   |        | $     | 3,615  | 
|                                                                                                               |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Weighted average assumptions at end of year:                                                                   |                              |                                              |        |        |        |      |        |       |       |   |        |      
|Discount rate                                                                                                  |                              |                                              | 611   | %      |        |      | 611   | %     |       |   | 612   | %    
|Rate of increase in future compensation levels                                                                 |                              |                                              | 9      | %      |        |      | 9      | %     |       |   | 1011  | %    
|Expected long-term rate of return on assets                                                                    |                              |                                              | 14     | %      |        |      | 14     | %     |       |   | 1016  | %    

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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


Net periodic pension expense consists of:

|                                      |                              |                        |        |      |  |      |        |     |  |   |        |     | 
|------------------------------------- | ---------------------------- | ---------------------- | ------ | ---- |  | ---- | ------ | --- |  | - | ------ | --- | 
|                                      |                              |                       
|                                      |                              | Year Ended January 31,
|                                      |                              |                       
|                                      |                              | 2003                   |        | 2002 |  | 2001
|                                      |                              |                        |        |      |  |     
|Service cost component                |                              | $                      | 641    |      |  | $    | 660    |     |  | $ | 853    |    
|Plan participants contributions      |                              |                        | 179    |      |  |      | 156    |     |  |   | 269    |    
|Interest cost component               |                              |                        | 1,168  |      |  |      | 1,120  |     |  |   | 1,273  |    
|Expected return on assets             |                              |                        | (1,671 | )    |  |      | (1,489 | )   |  |   | (2,011 | )  
|Amortization of unrecognized net loss |                              |                        | 49     |      |  |      | 52     |     |  |   | 100    |    
|                                      |                              |                        |        |      |  |      |        |     |  |   |        |    
|                                      | Net periodic pension expense |                        | $      | 366  |  |      | $      | 499 |  |   | $      | 484 | 
|                                      |                              |                        |        |      |  |      |        |     |  |   |        |    

Amounts recognized in the balance sheet consist
of:

|                             |  |                   |        |      |  |      |       |   |  |   |       |  
|---------------------------- |  | ----------------- | ------ | ---- |  | ---- | ----- | - |  | - | ----- | -
|                             |  |                  
|                             |  | As of January 31,
|                             |  |                  
|                             |  | 2003              |        | 2002 |  | 2001
|                             |  |                   |        |      |  |     
|Prepaid benefit expenses     |  | $                 | 4,625  |      |  | $    | 3,191 |   |  | $ | 4,297 |  
|Accrued benefit expenses     |  |                   | (1,016 | )    |  |      | (693  | ) |  |   | (682  | )
|                             |  |                   |        |      |  |      |       |   |  |   |       |  
|Net prepaid benefit expenses |  | $                 | 3,609  |      |  | $    | 2,498 |   |  | $ | 3,615 |  
|                             |  |                   |        |      |  |      |       |   |  |   |       |  

10.     Shareholders
Equity

During the years ended January 31, 2003,
2002 and 2001, the directors declared a dividend on the ordinary
share capital of the Company of $0.075, $0.075 and $0.15 per
share, respectively, totaling $1,929, $1,926 and $2,388,
respectively.

On April 2, 2003, the directors declared a
dividend on the ordinary share capital of the Company of $0.095
per share.

11.     Share-Based
Plans



| |                                                        
| | -------------------------------------------------------
| | Summary of the Union-Transport Share
    Incentive Plan

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

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

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

F-22



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


Unless the Board determines otherwise, Plan
Shares may not be released to a Participant from the Plan or
from pledge to the Trust unless the share debt in respect of
such Plan Shares has been fully discharged. Provided that the
related share debt is discharged, Plan Shares are released at
the rate of 25% per year beginning on December 31, on the
fourth anniversary of the date of acceptance of the offer to
acquire Plan Shares. Except in the case of death or retirement,
the termination of a Participants employment with the
Company results in forfeiture of any Plan Shares not capable of
being released at the date of termination.

The remaining shares are available for future
awards to Plan Participants. In accordance with APB 25,
total compensation cost related to the Plan was $131 for each of
the three years ended January 31, 2003, 2002 and 2001, with
corresponding increases to shareholders equity.

The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by SFAS
No. 123 in accounting for the Plan. Accordingly, no
compensation expense has been recognized under the fair value
method; however, the Company has adopted the disclosure-only
provisions of SFAS 123. Had compensation cost for Plan
Shares awarded under the Plan been determined based on their
fair values at the grant dates together with the other plans
described herein, the Companys net income, basic earnings
per share and the diluted earnings per share would have been as
reflected in Note 1.

A summary of Plan activity is as follows:

|                                                             |                                           |                        |         |         |  |      |         |         |  |   |         |         | 
|------------------------------------------------------------ | ----------------------------------------- | ---------------------- | ------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                                                             |                                           |                       
|                                                             |                                           | Year Ended January 31,
|                                                             |                                           |                       
|                                                             |                                           | 2003                   |         | 2002    |  | 2001
|                                                             |                                           |                        |         |         |  |     
|Unvested shares at beginning of year                         |                                           |                        | 116,848 |         |  |      | 127,457 |         |  |   | 130,406 |        
|Shares granted                                               |                                           |                        |        |         |  |      |        |         |  |   |        |        
|Shares exercised                                             |                                           |                        | (5,904  | )       |  |      | (2,129  | )       |  |   |        |        
|Shares returned                                              |                                           |                        | (1,966  | )       |  |      | (8,480  | )       |  |   | (2,949  | )      
|                                                             |                                           |                        |         |         |  |      |         |         |  |   |         |        
|Unvested shares at end of year                               |                                           |                        | 108,978 |         |  |      | 116,848 |         |  |   | 127,457 |        
|Shares available for future grants at end of year            |                                           |                        | 14,050  |         |  |      | 12,084  |         |  |   | 3,604   |        
|                                                             |                                           |                        |         |         |  |      |         |         |  |   |         |        
|                                                             | Total shares held in Trust at end of year |                        |         | 123,028 |  |      |         | 128,932 |  |   |         | 131,061 | 
|                                                             |                                           |                        |         |         |  |      |         |         |  |   |         |        
|Weighted average grant-date fair value of granted
    shares |                                           | $                      |        |         |  | $    |        |         |  | $ |        |        
|                                                             |                                           |                        |         |         |  |      |         |         |  |   |         |        



| |                                        
| | ---------------------------------------
| | Summary of the Executive Share
    Plan

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

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

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

F-23



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


In accordance with APB 25, total
compensation cost related to the Executive Share Plan was $51,
$60 and $141, respectively, for the years ended January 31,
2003, 2002 and 2001, with corresponding increases to
shareholders equity.

The Company applies the intrinsic value-based
methodology in accordance with APB 25 permitted by
SFAS 123 in accounting for the share options granted under
the Executive Share Plan. No compensation expense has been
recognized under the fair value method; however, the Company has
adopted the disclosure-only provisions of SFAS 123. Had
compensation cost for the shares awarded under the Executive
Share Plan been determined based on their fair value at the
grant date together with the other plans described herein, the
Companys net income, basic earnings per share and the
diluted earnings per share would have been as reflected in
Note 1.

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

|                                                                  |                             |                                                    |         |          |         |   |      |      |  | 
|----------------------------------------------------------------- | --------------------------- | -------------------------------------------------- | ------- | -------- | ------- | - | ---- | ---- |  | 
|                                                                  |                             |                                                   
|                                                                  |                             | Executive Share Plan                              
|                                                                  |                             |                                                   
|                                                                  |                             |                                                    |         | Weighted
|                                                                  |                             |                                                    |         | Average 
|                                                                  |                             | Options                                            |         | Exercise
|                                                                  |                             | Outstanding                                        |         | Price   
|                                                                  |                             |                                                    |         |         
|Balance at January 31, 2000                                       |                             |                                                    | 394,198 |          |         | $ | 2.29 |     
|                                                                  | Options granted             |                                                    |         |         |         |   |      |      | 
|                                                                  | Options exercised           |                                                    |         | (30,600  | )       |   |      | 2.28 | 
|                                                                  | Options cancelled/forfeited |                                                    |         |         |         |   |      |      | 
|                                                                  |                             |                                                    |         |          |         |   |      |     
|Balance at January 31, 2001.                                      |                             |                                                    | 363,598 |          |         |   | 2.30 |     
|                                                                  | Options granted             |                                                    |         |         |         |   |      |      | 
|                                                                  | Options exercised           |                                                    |         | (269,363 | )       |   |      | 2.03 | 
|                                                                  | Options cancelled/forfeited |                                                    |         |         |         |   |      |      | 
|                                                                  |                             |                                                    |         |          |         |   |      |     
|Balance at January 31, 2002.                                      |                             |                                                    | 94,235  |          |         |   | 3.05 |     
|                                                                  | Options granted             |                                                    |         |         |         |   |      |      | 
|                                                                  | Options exercised           |                                                    |         | (39,469  | )       |   |      | 2.53 | 
|                                                                  | Options cancelled/forfeited |                                                    |         |         |         |   |      |      | 
|                                                                  |                             |                                                    |         |          |         |   |      |     
|Balance at January 31, 2003                                       |                             |                                                    | 54,766  |          |         |   | 3.42 |     
|Shares available for future option grants at
    January 31, 2003 |                             |                                                    | 234,245 |          |         |   |      |     
|                                                                  |                             |                                                    |         |          |         |   |      |     
|                                                                  |                             | Total shares held in trust at January 31,
    2003 |         |          | 289,011 |   |      |      |  | 
|                                                                  |                             |                                                    |         |          |         |   |      |     

A summary of stock options outstanding and
exercisable as of January 31, 2003 is as follows:

|                         |       |                     |        |                     |  |          |       |             |  |          |      |      |  |  |       |        |  |   |      |      | 
|------------------------ | ----- | ------------------- | ------ | ------------------- |  | -------- | ----- | ----------- |  | -------- | ---- | ---- |  |  | ----- | ------ |  | - | ---- | ---- | 
|                         |       |                     |        |                    
|                         |       | Options Outstanding |        | Options Exercisable
|                         |       |                     |        |                    
|                         |       |                     |        | Weighted            |  | Weighted |       |             |  | Weighted
|                         |       |                     |        | Average             |  | Average  |       |             |  | Average 
|                         |       | Number              |        | Remaining           |  | Exercise |       | Number      |  | Exercise
|Range of Exercise Prices |       | Outstanding         |        | Life (Years)        |  | Price    |       | Exercisable |  | Price   
|                         |       |                     |        |                     |  |          |       |             |  |         
|$1.99  $2.57            |       |                     | 10,845 |                     |  |          | 0.003 |             |  | $        | 2.31 |      |  |  | 5,017 |        |  | $ | 1.99 |     
|                         | $3.87 |                     |        | 43,921              |  |          |       | 0.900       |  |          | $    | 3.87 |  |  |       | 27,128 |  |   | $    | 3.87 | 



| |                                                
| | -----------------------------------------------
| | Summary of the Uniserv Share Incentive
    Plan

Under the Uniserv Share Incentive Plan, stock
options to purchase ordinary shares of an investor company
(United Service Technologies Limited) were granted to certain
directors and executives of the

F-24



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


Company. The Uniserv Share Incentive Plan was
established in 1987 in the form of a Guernsey Island trust. A
liaison committee, consisting of the Chairman of Uniserv and
certain principal shareholders, makes recommendations to the
trustee of the trust as to how options should be granted under
this plan. With the consent of the liaison committee, the
trustee has the right to amend or terminate this plan.

Options granted by the trust generally vest in
three annual increments of 33.3% each starting on the third
anniversary of the grant date. Options vest only as long as
participants remain employees of the Company. At
January 31, 2003, there were no options exercisable for
Uniserv shares.

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

In accordance with APB 25, no compensation
would have been recognized for the year ended January 31,
2003, 2002 and 2001. The Company applies the intrinsic
value-based methodology in accordance with APB 25 as
permitted by SFAS 123 in accounting for the Uniserv Share
Incentive Plan. No compensation expense has been recognized
under the fair value method. Had compensation cost for plan
shares awarded under the plan been determined based on their
fair value at the grant date together with the other plans
described herein, the Companys net income, basic earnings
per share and the diluted earnings per share would have been as
reflected in Note 1.



| |                                          
| | -----------------------------------------
| | Summary of the 2000 Stock Option
    Plan

The Companys 2000 Stock Option Plan,
created in the year ended January 31, 2001, provides for
the issuance of options to purchase ordinary shares to the
Companys directors, executives, employees and consultants.
This plan allows for the grant of incentive and non-qualified
stock options. 2,298,661 shares are reserved for issuance
under this plan, subject to adjustments.

Options granted under this plan generally vest in
four annual increments of 25% each starting on the first
anniversary of the grant date. Options vest only as long as
participants remain employees of the Company. At
January 31, 2003, there were 648,669 options
exercisable at a weighted average exercise price of $13.84 per
share.

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

F-25



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


|                            |  |                        |           |          |  |   |       | 
|--------------------------- |  | ---------------------- | --------- | -------- |  | - | ----- | 
|                            |  |                       
|                            |  | 2000 Stock Option Plan
|                            |  |                       
|                            |  |                        |           | Weighted
|                            |  |                        |           | Average 
|                            |  | Options                |           | Exercise
|                            |  | Outstanding            |           | Price   
|                            |  |                        |           |         
|Balance at January 31, 2000 |  |                        |          |          |  |   |       | 
|Options granted             |  |                        | 1,456,157 |          |  | $ | 13.77 | 
|Options forfeited           |  |                        | (17,040   | )        |  |   | 14.29 | 
|                            |  |                        |           |          |  |   |       | 
|Balance at January 31, 2001 |  |                        | 1,439,117 |          |  |   | 13.76 | 
|Options granted             |  |                        | 65,172    |          |  |   | 14.00 | 
|Options exercised           |  |                        | (11,141   | )        |  |   | 12.97 | 
|Options forfeited           |  |                        | (35,387   | )        |  |   | 12.97 | 
|                            |  |                        |           |          |  |   |       | 
|Balance at January 31, 2002 |  |                        | 1,457,761 |          |  |   | 13.80 | 
|Options granted             |  |                        | 734,500   |          |  |   | 19.13 | 
|Options exercised           |  |                        | (49,307   | )        |  |   | 13.37 | 
|Options forfeited           |  |                        | (55,946   | )        |  |   | 13.81 | 
|                            |  |                        |           |          |  |   |       | 
|Balance at January 31, 2003 |  |                        | 2,087,008 |          |  |   | 15.68 | 
|                            |  |                        |           |          |  |   |       | 

|                         |  |                     |           |                     |  |          |     |             |  |          |       |  |  |  |         |  |  |   |       | 
|------------------------ |  | ------------------- | --------- | ------------------- |  | -------- | --- | ----------- |  | -------- | ----- |  |  |  | ------- |  |  | - | ----- | 
|                         |  |                     |           |                    
|                         |  | Options Outstanding |           | Options Exercisable
|                         |  |                     |           |                    
|                         |  |                     |           | Weighted            |  | Weighted |     |             |  | Weighted
|                         |  |                     |           | Average             |  | Average  |     |             |  | Average 
|                         |  | Number              |           | Remaining           |  | Exercise |     | Number      |  | Exercise
|Range of Exercise Prices |  | Outstanding         |           | Life (Years)        |  | Price    |     | Exercisable |  | Price   
|                         |  |                     |           |                     |  |          |     |             |  |         
|$12.49 - $15.00          |  |                     | 1,166,036 |                     |  |          | 7.3 |             |  | $        | 13.40 |  |  |  | 558,971 |  |  | $ | 13.42 | 
|$16.00 - $18.53          |  |                     | 306,972   |                     |  |          | 8.4 |             |  | $        | 16.83 |  |  |  | 89,698  |  |  | $ | 16.42 | 
|$19.00 - $23.98          |  |                     | 614,000   |                     |  |          | 9.4 |             |  | $        | 19.43 |  |  |  |        |  |  | $ |      | 

In accordance with APB 25, no compensation
has been recognized for the years ended January 31, 2003,
2002 and 2001. The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by
SFAS 123 in accounting for the 2000 Stock Option Plan. No
compensation expense has been recognized under the fair value
method. Had compensation cost for plan shares awarded under the
plan been determined based on their fair value at the grant date
together with the other plans described herein, the
Companys net income, basic earnings per share and the
diluted earnings per share would have been as reflected in Note
1. The weighted average fair value of the options issued under
this plan during fiscal 2003 was $8.32.



| |                                                            
| | -----------------------------------------------------------
| | Summary of the Non-Employee Directors Stock
    Option Plan

The Companys Non-Employee Directors Stock
Option Plan provides for the issuance of options to purchase
ordinary shares to each of the Companys non-employee
directors. Under this plan, three non-employee directors
received initial grants of options to purchase a total of
33,000 ordinary shares, with exercise prices ranging from
$12.97 to $17.25 per share. As new non-employee directors are
added to the Board, they will each receive on the day they join
the Board an initial grant of options to purchase
15,000 ordinary shares. This plan also provides that each
non-employee director is to be granted options to purchase
3,000 ordinary shares on the date of each of the
Companys annual meetings. A total of 400,000 shares
have been reserved for the issuance of options under this plan,
subject to adjustment in the event of specific types of changes
in our capitalization.

F-26



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

|                            |  |                        |        |          |  |   |       | 
|--------------------------- |  | ---------------------- | ------ | -------- |  | - | ----- | 
|                            |  |                       
|                            |  | Non-Employee Directors
|                            |  | Stock Option Plan     
|                            |  |                       
|                            |  |                        |        | Weighted
|                            |  |                        |        | Average 
|                            |  | Options                |        | Exercise
|                            |  | Outstanding            |        | Price   
|                            |  |                        |        |         
|Balance at January 31, 2000 |  |                        |       |          |  |   |       | 
|Options granted             |  |                        | 33,000 |          |  | $ | 16.79 | 
|Options exercised           |  |                        |       |          |  |   |       | 
|Options forfeited           |  |                        |       |          |  |   |       | 
|                            |  |                        |        |          |  |   |       | 
|Balance at January 31, 2001 |  |                        | 33,000 |          |  |   | 16.79 | 
|Options granted             |  |                        | 21,000 |          |  |   | 15.92 | 
|Options exercised           |  |                        |       |          |  |   |       | 
|Options forfeited           |  |                        |       |          |  |   |       | 
|                            |  |                        |        |          |  |   |       | 
|Balance at January 31, 2002 |  |                        | 54,000 |          |  |   | 16.45 | 
|Options granted             |  |                        | 12,000 |          |  |   | 19.70 | 
|Options exercised           |  |                        |       |          |  |   |       | 
|Options forfeited           |  |                        |       |          |  |   |       | 
|                            |  |                        |        |          |  |   |       | 
|Balance at January 31, 2003 |  |                        | 66,000 |          |  |   | 17.04 | 
|                            |  |                        |        |          |  |   |       | 

|                         |  |                     |        |                     |  |          |     |             |  |          |       |  |  |  |        |  |  |   |       | 
|------------------------ |  | ------------------- | ------ | ------------------- |  | -------- | --- | ----------- |  | -------- | ----- |  |  |  | ------ |  |  | - | ----- | 
|                         |  |                     |        |                    
|                         |  | Options Outstanding |        | Options Exercisable
|                         |  |                     |        |                    
|                         |  |                     |        | Weighted            |  | Weighted |     |             |  | Weighted
|                         |  |                     |        | Average             |  | Average  |     |             |  | Average 
|                         |  | Number              |        | Remaining           |  | Exercise |     | Number      |  | Exercise
|Range of Exercise Prices |  | Outstanding         |        | Life (Years)        |  | Price    |     | Exercisable |  | Price   
|                         |  |                     |        |                     |  |          |     |             |  |         
|$15.92 - $19.70          |  |                     | 66,000 |                     |  |          | 8.3 |             |  | $        | 17.04 |  |  |  | 29,000 |  |  | $ | 16.58 | 

In accordance with APB 25, no compensation
has been recognized for the years ended January 31, 2003,
2002 and 2001. The Company applies the intrinsic value-based
methodology in accordance with APB 25 as permitted by
SFAS 123 in accounting for the Non-Employee Directors Stock
Option Plan. No compensation expense has been recognized under
the fair value method. Had compensation cost for plan shares
awarded under the plan been determined based on their fair value
at the grant date together with the other plans described
herein, the Companys net income, basic earnings per share
and the diluted earnings per share would have been as reflected
in Note 1. The weighted average fair value of the options
issued under this plan during fiscal 2003 was $8.53.



| |                                               
| | ----------------------------------------------
| | Summary of the Phoenix Gratuity Share
    Plan

The Phoenix Gratuity Share Plan was established
in May 2000 by a shareholder in the form of a Guernsey Island
trust as the successor to certain aspects of a previously
established Guernsey Island trust. The beneficiaries of this
trust include present and former employees and directors of the
Company and the present and former employees of any other
company in which the Company has a direct or indirect
shareholder interest and which the Company directly or
indirectly controls. The class of eligible beneficiaries
specifically

F-27



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


excludes United States persons and trusts
established for the benefit of United States persons. No part of
the income or capital of this trust may be paid or accumulated
for the benefit of any United States person or trust for the
benefit of any United States person. A total of 204,592 of the
Companys issued ordinary shares were transferred from a
predecessor trust to the Phoenix Gratuity Share Plan in May 2000.

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

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

The trust was terminated in September 2000, at
which time all 228,974 shares, having a weighted average
grant-date fair value of $16.07, had been issued from the trust.
There was no activity related to this trust in the years ended
January 31, 2003 and 2002. Compensation cost related to
share awards was $3,680 for the year ended January 31,
2001, with a corresponding increase to shareholders equity.



| |                                                 
| | ------------------------------------------------
| | Shares Held in Employer Stock Benefit
    Trusts

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



| |                                                     
| | ----------------------------------------------------
| | Summary of the 2000 Employee Share Purchase
    Plan

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

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

12.     Derivative
Financial Instruments

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

As of January 31, 2003, the Company had
contracted to sell the following amounts under forward exchange
contracts which all mature within 30 days of
January 31, 2003: $3,251 in euros; $1,715 in
U.S. dollars; $929 in British pounds sterling; and, $274 in
other currencies. The fair values of forward exchange contracts
were $18 and $134 for the years ended January 31, 2003 and
2002, respectively.

F-28



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


13.     Commitments

At January 31, 2003, the Company had
outstanding commitments under capital and non-cancelable
operating leases, which fall due in the years ended
January 31, as follows:

|                                                   |  |         |        |           |  |   |         | 
|-------------------------------------------------- |  | ------- | ------ | --------- |  | - | ------- | 
|                                                   |  | Capital |        | Operating
|                                                   |  | Leases  |        | Leases   
|                                                   |  |         |        |          
|2004                                               |  | $       | 2,918  |           |  | $ | 27,162  | 
|2005                                               |  |         | 1,959  |           |  |   | 24,615  | 
|2006                                               |  |         | 967    |           |  |   | 19,863  | 
|2007                                               |  |         | 377    |           |  |   | 17,119  | 
|2008                                               |  |         | 8,826  |           |  |   | 12,860  | 
|2009 and thereafter                                |  |         |       |           |  |   | 12,502  | 
|                                                   |  |         |        |           |  |   |         | 
|Total payments                                     |  |         | 15,047 |           |  | $ | 114,121 | 
|                                                   |  |         |        |           |  |   |         | 
|Less amounts representing interest                 |  |         | (5,397 | )         |  |   |         | 
|                                                   |  |         |        |           |  |   |         | 
|Present value of minimum capital lease obligations |  | $       | 9,650  |           |  |   |         | 
|                                                   |  |         |        |           |  |   |         | 

The Company has obligations under various
operating lease agreements ranging from one to ten years. The
leases are for property, plant and equipment. These leases
require minimum annual payments, which are expensed as incurred.
Total rent expense for the years ended January 31, 2003,
2002 and 2001 was $22,975, $20,779 and $18,788, respectively.

It is the Companys policy to lease certain
of its property, plant and equipment under capital leases. The
normal lease term for plant and equipment is two to five years
and the normal lease term for property varies between three and
ten years. For the year ended January 31, 2003, the average
effective borrowing rate for property, plant and equipment under
capital leases was 11.8%. Interest rates usually vary during the
contract period. The net book value of assets under capital
leases as of January 31, 2003 and 2002 was $11,253 and
$7,415, respectively.

Capital commitments contracted for, but not
provided in the accompanying consolidated balance sheet as of
January 31, 2003 totaled $241.

14.     Contingencies

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

As of January 31, 2003, the Companys
contingent liabilities were related to outstanding claims of
$554. The Company carries commercial insurance, which is
sufficient to cover the majority of these claims.

The Company is involved in litigation in Italy
and England with the former ultimate owner of Per Transport SpA
and related entities in connection with its April 1998
acquisition of Per Transport SpA and its subsequent termination
of the employment of the former ultimate owner as a consultant.
The suits seek monetary damages, including compensation for
termination of the owners consulting agreement. The
Company has brought counter-claims for monetary damages in
relation to warranty claims under the purchase agreement. The
Company has been advised that proceedings to recover amounts
owing by the former ultimate owner and other entities owned by
him, to third parties may be instituted against the Company. It
is alleged that Per Transport SpA guaranteed certain obligations
of these other entities owned by the former ultimate owner. The
Company believes that these guarantees are the responsibility of
the former ultimate owner. These guarantees were made prior to
its acquisition, were not disclosed to the Company during its
acquisition

F-29



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


negotiations nor were they disclosed in the
audited statutory financial statements of Per Transport SpA.
Civil and criminal proceedings have also been instituted against
the former ultimate owner in relation to these guarantees. The
total of all such actual and potential claims is approximately
$14 million, based on exchange rates as of January 31,
2003. The Company believes that it has adequate defenses in
relation to these claims if these proceedings are brought
against it.

The Company is one of seven defendants named in a
lawsuit filed on July 30, 2001 in the U.S. Bankruptcy Court
for the Southern District of New York. The plaintiff, the
committee of unsecured creditors of FMI Forwarding (formerly
known as Intermaritime Forwarding), alleges under a theory of
fraudulent conveyance that UTi paid inadequate consideration for
certain assets of Intermaritime Forwarding and also alleges that
UTi is liable for debts of FMI Forwarding on a successor
liability theory. The plaintiff seeks recovery in an amount up
to $4.6 million. The Company believes that it will
ultimately prevail in this matter.

A former customer, De La Rue International, filed
a complaint against the Company in the Superior Court of
Gwinnett County, Georgia on April 21, 2003 alleging that
the Company was negligent, that it breached its contractual
obligations and that it fraudulently concealed the fact that
three shipments in August and September 1999 were not properly
and timely reported to U.S. Customs for clearance. The plaintiff
is asking for damages in excess of $2.0 million.

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

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

15.     Related Party
Transactions

Pursuant to a registration rights agreement, PTR
Holdings and UT Holdings, two of the Companys
shareholders, are entitled to rights with respect to the
registration of their shares under the Securities Act of 1933.
Pursuant to this agreement, PTR Holdings sold 1,150,000 ordinary
shares in the Companys public offering that closed in
December 2002.

Payments made to directors (including our
executive directors) for services and fees were as follows:

|                |  |                        |       |      |  |      |       |  |  |   |       | 
|--------------- |  | ---------------------- | ----- | ---- |  | ---- | ----- |  |  | - | ----- | 
|                |  |                       
|                |  | Year Ended January 31,
|                |  |                       
|                |  | 2003                   |       | 2002 |  | 2001
|                |  |                        |       |      |  |     
|Services        |  | $                      | 1,652 |      |  | $    | 1,580 |  |  | $ | 1,523 | 
|Directors fees |  |                        | 186   |      |  |      | 123   |  |  |   | 47    | 

F-30



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

The Company has a credit facility with Nedcor
Bank Limited, a direct subsidiary of Old Mutual plc, one of the
Companys shareholders, as explained in Note 7.

One of the Companys Hong Kong operating
subsidiaries is party to a service agreement pursuant to which a
company owned by one of the Companys employees (a previous
owner of Continental) and members of his family, provides
management consulting and sales solicitation services. During
the years ended January 31, 2003, 2002 and 2001, the
Companys Hong Kong subsidiary paid the company
approximately $212, $186 and $77, respectively, under this
service agreement.

One of the Companys Spanish subsidiaries is
party to a service agreement, effective January 25, 2002,
pursuant to which the Companys subsidiary provides
commercial and administrative services to a company owned by the
Managing Director of SLi and his three brothers, one of whom is
a current employee of the Company, all of whom were previous
owners of SLi. During the year ended January 31, 2003,
approximately $802 was billed by the Companys Spanish
subsidiary for fees pursuant to this agreement. As of
January 31, 2003, the total net amount due from the
Managing Director of SLi, his immediate family members and
companies owned by them was $1,436.

16.     Segment
Reporting

The Companys reportable segments are
geographic segments comprised of Europe, the Americas, Asia
Pacific and Africa, which offer similar products and services.
They are managed separately because each segment requires close
customer contact by senior management, individual requirements
of customers differ between regions and each region is affected
by similar economic conditions.

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

F-31



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|------------------------------------- |  | --------------------------- | ------- | -------- |  | ------------ | ------- | ------ |  | --------- | ------- | ----- |  | - | ------- |  |  | - | ------- | - |  | - | --------- | -
|                                      |  |                            
|                                      |  | Year Ended January 31, 2003
|                                      |  |                            
|                                      |  | Europe                      |         | Americas |  | Asia Pacific |         | Africa |  | Corporate |         | Total
|                                      |  |                             |         |          |  |              |         |        |  |           |         |      
|Gross revenue from external Customers |  | $                           | 372,515 |          |  | $            | 317,314 |        |  | $         | 337,430 |       |  | $ | 142,801 |  |  | $ |        |   |  | $ | 1,170,060 |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Net revenue                           |  | $                           | 99,571  |          |  | $            | 143,484 |        |  | $         | 70,626  |       |  | $ | 91,109  |  |  | $ |        |   |  | $ | 404,790   |  
|Staff costs                           |  |                             | 54,864  |          |  |              | 81,603  |        |  |           | 29,237  |       |  |   | 35,263  |  |  |   | 4,004   |   |  |   | 204,971   |  
|Depreciation                          |  |                             | 3,526   |          |  |              | 2,848   |        |  |           | 1,962   |       |  |   | 1,982   |  |  |   | 856     |   |  |   | 11,174    |  
|Amortization of intangible assets     |  |                             |        |          |  |              | 198     |        |  |           |        |       |  |   |        |  |  |   |        |   |  |   | 198       |  
|Other operating expenses              |  |                             | 30,608  |          |  |              | 50,382  |        |  |           | 19,981  |       |  |   | 37,695  |  |  |   | 4,276   |   |  |   | 142,942   |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Operating income/(loss)               |  | $                           | 10,573  |          |  | $            | 8,453   |        |  | $         | 19,446  |       |  | $ | 16,169  |  |  | $ | (9,136  | ) |  |   | 45,505    |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Interest expense, net                 |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   | (486      | )
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Gains on foreign exchange             |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   | (1,725    | )
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Pretax income                         |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   | 43,294    |  
|Income tax expense                    |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   | (12,492   | )
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Income before minority interests      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  | $ | 30,802    |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Segment assets at year-end            |  | $                           | 109,545 |          |  | $            | 195,351 |        |  | $         | 90,388  |       |  | $ | 93,562  |  |  | $ | 138,229 |   |  | $ | 627,075   |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  
|Capital expenditures                  |  | $                           | 5,974   |          |  | $            | 2,129   |        |  | $         | 2,223   |       |  | $ | 4,806   |  |  | $ | 912     |   |  | $ | 16,044    |  
|                                      |  |                             |         |          |  |              |         |        |  |           |         |       |  |   |         |  |  |   |         |   |  |   |           |  

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

F-32



---



##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


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

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

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

|                |                          |                        |           |         |  |      |         |         |  |   |         |         | 
|--------------- | ------------------------ | ---------------------- | --------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                |                          |                       
|                |                          | Year Ended January 31,
|                |                          |                       
|                |                          | 2003                   |           | 2002    |  | 2001
|                |                          |                        |           |         |  |     
|Gross revenues: |                          |                        |           |         |  |      |         |         |  |   |         |        
|                | Airfreight forwarding    |                        | $         | 621,905 |  |      | $       | 491,946 |  |   | $       | 474,213 | 
|                | Ocean freight forwarding |                        |           | 283,869 |  |      |         | 255,272 |  |   |         | 254,054 | 
|                | Customs brokerage        |                        |           | 64,221  |  |      |         | 55,875  |  |   |         | 58,104  | 
|                | Contract logistics       |                        |           | 101,294 |  |      |         | 23,856  |  |   |         | 12,000  | 
|                | Other                    |                        |           | 98,771  |  |      |         | 62,837  |  |   |         | 64,888  | 
|                |                          |                        |           |         |  |      |         |         |  |   |         |        
|                |                          | $                      | 1,170,060 |         |  | $    | 889,786 |         |  | $ | 863,259 |        
|                |                          |                        |           |         |  |      |         |         |  |   |         |        
|Net revenues:   |                          |                        |           |         |  |      |         |         |  |   |         |        
|                | Airfreight forwarding    |                        | $         | 157,493 |  |      | $       | 142,312 |  |   | $       | 145,594 | 
|                | Ocean freight forwarding |                        |           | 66,554  |  |      |         | 58,633  |  |   |         | 54,461  | 
|                | Customs brokerage        |                        |           | 61,105  |  |      |         | 54,034  |  |   |         | 55,295  | 
|                | Contract logistics       |                        |           | 79,517  |  |      |         | 14,957  |  |   |         | 8,478   | 
|                | Other                    |                        |           | 40,121  |  |      |         | 34,623  |  |   |         | 38,018  | 
|                |                          |                        |           |         |  |      |         |         |  |   |         |        
|                |                          | $                      | 404,790   |         |  | $    | 304,559 |         |  | $ | 301,846 |        
|                |                          |                        |           |         |  |      |         |         |  |   |         |        

F-33



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##### Table of Contents



UTi WORLDWIDE INC.


NOTES TO THE CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)

For the years ended January 31, 2003,
2002 and 2001


17.     Selected
Quarterly Financial Data (Unaudited)

|                               |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |           | 
|------------------------------ | ---- | ----- | - | ------- |  | ----- | - | ------- |  | ----- | - | ------- |  |  | - | ------- |  |  | - | --------- | 
|For the Year Ended January 31, |      | First |   | Second  |  | Third |   | Fourth  |  | Total
|                               |      |       |   |         |  |       |   |         |  |      
|Gross revenue:                 |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       | $ | 235,658 |  |       | $ | 274,819 |  |       | $ | 321,521 |  |  | $ | 338,062 |  |  | $ | 1,170,060 | 
|                               | 2002 |       |   | 214,972 |  |       |   | 219,417 |  |       |   | 235,605 |  |  |   | 219,792 |  |  |   | 889,786   | 
|Net revenue:                   |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       |   | 76,929  |  |       |   | 87,533  |  |       |   | 107,529 |  |  |   | 132,799 |  |  |   | 404,790   | 
|                               | 2002 |       |   | 74,176  |  |       |   | 78,973  |  |       |   | 79,637  |  |  |   | 71,773  |  |  |   | 304,559   | 
|Operating income:              |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       |   | 7,912   |  |       |   | 11,446  |  |       |   | 14,238  |  |  |   | 11,909  |  |  |   | 45,505    | 
|                               | 2002 |       |   | 5,304   |  |       |   | 8,485   |  |       |   | 9,476   |  |  |   | 6,405   |  |  |   | 29,670    | 
|Net income:                    |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       |   | 4,757   |  |       |   | 7,739   |  |       |   | 9,470   |  |  |   | 7,328   |  |  |   | 29,294    | 
|                               | 2002 |       |   | 4,020   |  |       |   | 5,409   |  |       |   | 5,931   |  |  |   | 3,798   |  |  |   | 19,158    | 
|Basic earnings per share:      |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       |   | 0.19    |  |       |   | 0.31    |  |       |   | 0.37    |  |  |   | 0.26    |  |  |   | 1.13      | 
|                               | 2002 |       |   | 0.16    |  |       |   | 0.22    |  |       |   | 0.24    |  |  |   | 0.15    |  |  |   | 0.76      | 
|Diluted earnings per share:    |      |       |   |         |  |       |   |         |  |       |   |         |  |  |   |         |  |  |   |          
|                               | 2003 |       |   | 0.18    |  |       |   | 0.30    |  |       |   | 0.37    |  |  |   | 0.26    |  |  |   | 1.11      | 
|                               | 2002 |       |   | 0.16    |  |       |   | 0.21    |  |       |   | 0.23    |  |  |   | 0.15    |  |  |   | 0.75      | 

F-34



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##### Table of Contents



UTi Worldwide Inc.

Schedule II

Valuation and Qualifying Accounts

(in thousands)


Allowance for Doubtful Accounts

|            |  |                |        |                 |  |                 |       |       |  |             |        |             |  |   |     |  |  |   |        |   |  |   |        | 
|----------- |  | -------------- | ------ | --------------- |  | --------------- | ----- | ----- |  | ----------- | ------ | ----------- |  | - | --- |  |  | - | ------ | - |  | - | ------ | 
|            |  | Balance at     |        |                 |  |                 |       |       |  | Foreign     |        |            
|Year Ended  |  | Beginning of   |        | Amounts Charged |  | Charges Against |       |       |  | Currency    |        | Balance at 
|January 31, |  | Year           |        | to Expense      |  | the Allowance   |       | Other |  | Translation |        | End of Year
|            |  |                |        |                 |  |                 |       |       |  |             |        |            
|            |  |               
|            |  | (In thousands)
|2003        |  | $              | 9,638  |                 |  | $               | 6,471 |       |  | $           | (6,198 | )           |  | $ | 268 |  |  | $ | 1,764  |   |  | $ | 11,943 | 
|2002        |  |                | 11,156 |                 |  |                 | 3,680 |       |  |             | (4,436 | )           |  |   | 473 |  |  |   | (1,235 | ) |  |   | 9,638  | 
|2001        |  |                | 11,303 |                 |  |                 | 4,602 |       |  |             | (3,698 | )           |  |   | 55  |  |  |   | (1,106 | ) |  |   | 11,156 | 

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

F-35



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##### Table of Contents






INDEX TO EXHIBITS

|        |      |  |  |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------- | ---- |  |  | ----------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |  | Description
|        |      |  |  |            
|        | 1.1  |  |  |             |  | Memorandum of Association of the Company**                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 1.2  |  |  |             |  | Articles of Association of the Company, as
    amended##                                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.1  |  |  |             |  | Form of Employment Agreement between
    Mr. Wessels and the Company*                                                                                                                                                                                                                                                                                                                                                                                                      
|        | 4.2  |  |  |             |  | Form of Employment Agreement between
    Mr. MacFarlane and the Company*                                                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.3  |  |  |             |  | Form of Employment Agreement between
    Mr. Thorrington and the Company*                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4.4  |  |  |             |  | Form of Employment Agreement between
    Mr. Draper and the Company*                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.5  |  |  |             |  | Amended and Restated Registration Rights
    Agreement between PTR Holdings, Inc., Union-Transport Holdings
    Inc. and the Company#####                                                                                                                                                                                                                                                                                                                                  
|        | 4.6  |  |  |             |  | Credit Agreement between Union-Transport
    Corporation, Union-Transport (U.S.) Holdings, Inc.,
    Union-Transport Logistics Inc., Union-Transport Brokerage Corp.,
    Vanguard Cargo Systems, Inc., UT Services, Inc., General
    Electric Capital Corporation and Lenders dated August 15,
    2000*                                                                                                                                                                 
|        | 4.7  |  |  |             |  | 2000 Stock Option Plan, as amended#                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4.8  |  |  |             |  | Non-Employee Directors Stock Option Plan*                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4.9  |  |  |             |  | Continuing Guaranty between Registrant and
    General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.10 |  |  |             |  | Security Agreement between Union-Transport
    Corporation, Union-Transport (U.S.) Holdings, Inc.,
    Union-Transport Brokerage Corporation, UT Services, Inc.,
    Union-Transport Logistics Inc., Vanguard Cargo Systems, Inc. and
    General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                                      
|        | 4.11 |  |  |             |  | Pledge Agreement between Union-Transport
    Corporation, Union-Transport (U.S.) Holdings, Inc.,
    Union-Transport Brokerage Corporation, UT Services, Inc.,
    Union-Transport Logistics Inc., Vanguard Cargo Systems, Inc. and
    General Electric Capital Corporation dated August 15, 2000*                                                                                                                                                                        
|        | 4.12 |  |  |             |  | Strategic Alliance Agreement between the
    Registrant and i2 Technologies (Netherlands) BV dated
    December 15, 1999+*                                                                                                                                                                                                                                                                                                                                                 
|        | 4.13 |  |  |             |  | Software License Agreement between the Registrant
    and i2 Technologies (Netherlands) BV dated December 15,
    1999+*                                                                                                                                                                                                                                                                                                                                                   
|        | 4.14 |  |  |             |  | Asset Purchase Agreement between Continental Air
    Express (HK) Limited, Continental Container Lines Limited,
    Union-Transport (HK) Limited, Cheng Kwan Kok David, Lai
    Kwok Fai, Lewis Billy Barnhill, Francis Raymond Bello, Albert
    Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang, Chau Hak Cheong,
    Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and Registrant dated
    August 25, 2000+*                                                                  
|        | 4.15 |  |  |             |  | Asset Purchase Agreement between Continental
    Container Line, Inc., Continental Cargo Logistics Inc. (New York
    corporation), Continental Cargo Logistics Inc. (California
    corporation), Union-Transport Corporation, Lai Kwok Fai, Ng Chun
    Ka, Cheng Kwan Kok David, Albert Patrick Cataldo, Lewis Billy
    Barnhill, Francis Raymond Bello, Chan Ka Ming, Chan Kwan Hang,
    Chau Hak Cheong, Cheng Kwan Lung and Ng Sai Kuen dated
    August 25, 2000+*
|        | 4.16 |  |  |             |  | Form of Severance Agreement between the Company
    and its executive officers*                                                                                                                                                                                                                                                                                                                                                                                            
|        | 4.17 |  |  |             |  | Amendment to Asset Purchase Agreement between
    Continental Air Express (HK) Limited, Continental Container
    Lines Limited, Union-Transport (HK) Limited, Cheng Kwan Kok
    David, Lai Kwok Fai, Lewis Billy Barnhill, Francis Raymond
    Bello, Albert Patrick Cataldo, Chan Ka Ming, Chan Kwan Hang,
    Chau Hak Cheong, Cheng Kwan Lung, Ng Chun Ka, Ng Sai Kuen and
    Registrant, dated October 3, 2000**                                                    
|        | 4.18 |  |  |             |  | 2000 Employee Share Purchase Plan, as amended***                                                                                                                                                                                                                                                                                                                                                                                                                           
|        | 4.19 |  |  |             |  | Union-Transport Inc. Share Incentive Plan, as
    amended#                                                                                                                                                                                                                                                                                                                                                                                                                 
|        | 4.20 |  |  |             |  | Union-Transport Executive Share Plan, as amended#                                                                                                                                                                                                                                                                                                                                                                                                                          
|        | 4.21 |  |  |             |  | Stock Purchase Agreement among Samuel
    Clarke, Jr., Claude M. Walker, Jr., James H. Walker,
    Standard Corporation and Union Transport (U.S.) Holdings, Inc.,
    dated as of October 11, 2002###+                                                                                                                                                                                                                                                                    
|        | 4.22 |  |  |             |  | Form of Underwriting Agreement#####                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 4.23 |  |  |             |  | Credit Agreement between the Company and Nedcor
    Bank Limited, dated August 1, 2002####                                                                                                                                                                                                                                                                                                                                                                                 



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##### Table of Contents



|        |      |  |  |             |  |                                                                                                                                                             
|------- | ---- |  |  | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |  |  | Description
|        |      |  |  |            
|        | 8.1  |  |  |             |  | Subsidiaries of the Company                                                                                                                                 
|        | 10.1 |  |  |             |  | Independent Auditors Consent                                                                                                                               
|        | 99.1 |  |  |             |  | Certification of Chief Executive Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.++
|        | 99.2 |  |  |             |  | Certification of Chief Financial Officer pursuant
    to 18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.++



---



|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*     | Filed as part of the Companys Registration
    Statement on Form F-1 (No. 333-47616) on
    October 10, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|     
|**    | Filed as part of Amendment No. 1 to the
    Companys Registration Statement on Form F-1
    (No. 333-47616) on October 30, 2000.                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|     
|***   | Filed as part of the Companys Registration
    Statement on Form S-8 (No. 333-58832) on
    April 12, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|     
|****  | Filed as part of the Companys Annual Report
    on Form 20-F (No. 000-31869) on May 4, 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|#     | Filed as part of the Companys Annual Report
    on Form 20-F (No. 000-31869) on May 8, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     
|##    | Submitted as Exhibit 99.2 to the
    Companys Report on Form 6-K on June 6, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|###   | Filed as part of the Companys Registration
    Statement on Form F-3 (No. 333-101309) on
    November 19, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     
|####  | Submitted as Exhibit 99.2 to the
    Companys Report on Form 6-K on December 5, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     
|##### | Filed as part of the Companys Registration
    Statement, Amendment No. 2, on Form F-3
    (No. 333-101309) on December 10, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|+     | Certain portions of the identified Exhibit were
    omitted and filed separately with the Commission and have been
    granted confidential treatment by the Commission.                                                                                                                                                                                                                                                                                                                                                                                                            
|     
|++    | Pursuant to Commission Release No. 33-8212,
    this certification will be treated as accompanying
    this annual report on Form 20-F and not filed
    as part of such report for purposes of Section 18 of the
    Exchange Act, or otherwise subject to the liability of
    Section 18 of the Exchange Act and this certification will
    not be deemed to be incorporated by reference into any filing
    under the Securities Act of 1933, as amended, or the Exchange
    Act, except to the extent that the registrant specifically
    incorporates it by reference.