10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 2006
Or
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from           to

000-31869

(Commission File Number)

UTi Worldwide Inc.

(Exact Name of Registrant as Specified in its Charter)

British Virgin Islands (State or Other Jurisdiction of Incorporation or Organization)	N/A (IRS Employer Identification Number)
9 Columbus Centre, Pelican Drive Road Town, Tortola British Virgin Islands	c/o UTi, Services, Inc. 19500 Rancho Way, Suite 116 Rancho Dominguez, CA 90220 USA
(Addresses of Principal Executive Offices and Zip Code)

310.604.3311

(Registrant’s Telephone Number, Including Area Code)

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

None

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

Ordinary shares, no par value

      Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.     Yes þ          No o

      Indicate by check mark if the registrant is not required to file report pursuant to Section 13 or Section 15(d) of the Act.     Yes o          No þ

      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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated file. See definition of “accelerate filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ          Accelerated filer o          Non-accelerated filer o

      Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes o          No þ

      The aggregate market value of the voting common equity held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter, or July 31, 2005, was $1.3 billion computed by reference to the closing price of the registrant’s ordinary shares on such date, as quoted on the Nasdaq National Stock Market.

      At April 7, 2006, the number of shares outstanding of the registrant’s ordinary shares was 96,125,012.

DOCUMENTS INCORPORATED BY REFERENCE

      Certain portions of the registrant’s definitive Proxy Statement for the 2006 Annual Meeting of Shareholders, which is expected to be filed on or before May 31, 2006 are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III of this Form 10-K.

UTi WORLDWIDE INC.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED JANUARY 31, 2006

TABLE OF CONTENTS

		Page
Forward-Looking Statements			1
PART I
Item 1.	Business		1
Item 1A.	Risk Factors		11
Item 1B.	Unresolved Staff Comments		23
Item 2.	Properties		23
Item 3.	Legal Proceedings		24
Item 4.	Submission of Matters to a Vote of Security Holders		25
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		25
Item 6.	Selected Financial Data		31
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		50
Item 8.	Financial Statements and Supplementary Data		52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		52
Item 9A.	Controls and Procedures		52
Item 9B.	Other Information		53
PART III
Item 10.	Directors and Executive Officers of the Registrant		53
Item 11.	Executive Compensation		53
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		53
Item 13.	Certain Relationships and Related Transactions		54
Item 14.	Principal Accountant Fees and Services		55
PART IV
Item 15.	Exhibits and Financial Statement Schedules		55
Signatures			58
Certifications
EXHIBIT 10.26
EXHIBIT 10.27
EXHIBIT 10.28
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.32
EXHIBIT 10.33
EXHIBIT 10.34
EXHIBIT 10.35
EXHIBIT 12.1
EXHIBIT 21
EXHIBIT 23
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

      As used in this annual report on Form 10-K, 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

      Except for historical information contained herein, this annual report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which involve certain risks and uncertainties. Forward-looking statements are included with respect to, among other things, the company’s current business plan and strategy and strategic operating plan. These forward-looking statements are identified by the use of such terms and phrases as “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “anticipates,” “anticipated,” “should,” “designed to,” “foreseeable future,” “believe,” “believes” and “scheduled” and similar expressions which generally identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying our forward-looking statements. The company’s actual results or outcomes may differ materially from those anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

      In assessing forward-looking statements contained herein, readers are urged to read carefully all cautionary statements contained in this Form 10-K, including, without limitation, those contained under the heading, “Risk Factors,” contained in Item 1A of this Form 10-K. 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. Business

History and Development of the Company

      We are an international, non-asset-based global integrated logistics company that provides services through a network of offices and contract logistics centers. We were incorporated in the British Virgin Islands on January 30, 1995 under the International Business Companies Act 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. We can also be reached through UTi, Services, Inc., 19500 Rancho Way, Suite 116, Rancho Dominguez, CA 90220 USA.

      We formed our current business from a base of three freight forwarders which we acquired between 1993 and 1995. Currently, we operate a global network of freight forwarding and domestic road transportation offices in 285 cities and we have over 130 logistics centers under management, in a total of 62 countries. In addition, we serve our customers in 78 additional countries through approximately 151 independent agent-owned offices, of which 131 offices are exclusive agents and 20 are non-exclusive agents. Our business is managed from nine principal support offices in Amsterdam, Frankfurt, Hong Kong, Johannesburg, London and Sydney and in the United States in Los Angeles, California, Columbia, South Carolina and Portland, Oregon.

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Industry

      The global integrated logistics industry consists of air and ocean freight forwarding, contract logistics, distribution, inbound logistics, truckload brokerage, warehousing and supply chain management. We believe that companies in our industry must be able to provide their customers with integrated, global supply chain solutions. Among the factors that we believe are impacting our industry are the outsourcing of supply chain activities, increased global trade and sourcing, increased demand for time definite delivery of goods, and the need for advanced information technology systems that facilitate real-time access to shipment data, customer reporting and transaction analysis. Furthermore, as supply chain management becomes more complicated, we believe companies are increasingly seeking full service solutions from a single or limited number of partners that are familiar with their requirements, processes and procedures and that can provide services globally. We believe it is becoming increasingly difficult for smaller regional competitors or providers with a more limited service or information technology offering to compete, which we expect to result in further industry consolidation.

      We seek to use our global network, proprietary information technology systems, relationships with transportation providers and expertise in outsourced logistics services to improve our customers’ visibility into their supply chains while reducing their logistics costs.

Acquisitions

      As a key part of our growth strategy, we continuously evaluate acquisition opportunities in all the markets in which we operate as we seek to continue expanding our service offerings. During the year ended January 31, 2006, we completed several acquisitions of companies and businesses, including Concentrek, Inc., Maertens International N.V. and Perfect Logistics Co., Ltd. In March 2006, we acquired Market Industries Ltd. These acquisitions, along with our other acquisitions over the past five years, have had, and will have, a significant effect on the comparability of our operating results over the respective prior periods. Historically, we have financed acquisitions with a combination of cash from operations and borrowings. We may borrow additional money in the future to finance acquisitions. From time to time we enter into non-binding letters of intent with potential acquisition targets and we are often in various stages of due diligence and preliminary negotiations with respect to those potential acquisition targets. Readers are urged to read carefully all cautionary statements contained in this Form 10-K relating to acquisitions, including, without limitation, those contained under the heading “Risk Factors”, contained in Item 1A of this Form 10-K.

      During our fiscal year ended January 31, 2006, effective October 1, 2005, we acquired 100% of the issued and outstanding shares of Concentrek, Inc., which we refer to as Concentrek, a third-party provider of transportation management and other supply chain solutions headquartered in Grand Rapids, Michigan. Effective July 1, 2005, we acquired the business and net assets of Maertens International N.V., which we refer to as Maertens, a Belgium company involved in the national and international transportation and storage of art, antiques and other valuables. Effective June 1, 2005, we acquired 100% of the issued and outstanding shares of Perfect Logistics Co., Ltd., which we refer to as Perfect Logistics, a third-party contract logistics provider and customs broker headquartered in Taiwan. Also, effective May 1, 2005, we acquired the assets and ongoing contract logistics business of a small transportation management provider in New Zealand and it acquired the remaining outstanding shares of Ilanga Freight (Pty) Ltd., which we refer to as Ilanga, a South African company, of which we had already owned 50%, and UTi Egypt Limited, of which we had already owned 55%. Effective May 31, 2005, we acquired the remaining 49% minority shareholder interest in UTi Eilat Overseas Ltd., our Israeli subsidiary. Effective December 29, 2005, the company acquired 100% of the outstanding shares of Logica GmbH and Logica Services Gmbh, which we collectively refer to as Logica.

      In addition, during June 2005, we made the fourth earn-out payment to the sellers of Grupo SLi and Union, SLi, which we refer to collectively as SLi, which was acquired in January 2002, during December 2005, we made the first of two earn-out payments to the sellers of Unigistix Inc., which we refer to as Unigistix, and during April 2005, we made the first of four earn-out payments to the sellers of ET Logistics, S.L., which we refer to as ET Logistics.

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      Subsequent to January 31, 2006, effective March 7, 2006, we acquired 100% of the issued and outstanding shares of Market Industries, Ltd. and its subsidiaries, branded under the trade name Market Transport Services, which we refer to as Market Transport. Market Transport is a third-party provider of logistics services and multi-modal transportation capacity solutions specializing in truck brokerage headquartered in Portland, Oregon.

      Additional information regarding our acquisitions is set forth in Note 2, “Acquisitions,” in our consolidated financial statements included in this annual report and in Part II, Item 7 of this report appearing under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.

Organizational Structure

      UTi Worldwide Inc. 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 21, included with this report. The proportion of voting power that we hold for each subsidiary is equivalent to our percentage ownership.

Business Overview

      Through our supply chain planning and optimization services, we assist our clients in designing and implementing solutions that improve the predictability and visibility and reduce the overall costs of their supply chains. Our primary services include air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management 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, pick-up and delivery service between the carrier and the location of the shipper or recipient. Our domestic delivery service in South Africa uses predominantly outsourced resources to provide pick-up and delivery services between the location of the shipper or recipient and the local distribution center.

When we act as an authorized agent for an airline or ocean carrier, we arrange for the transportation of individual shipments to the airline or ocean carrier. As compensation for arranging for the shipments, the airline or ocean carrier pays us a commission. If we provide the customer with ancillary services, such as the preparation of export documentation, we receive an additional fee.

Airfreight forwarding services accounted for approximately 43%, 45% and 48% of our consolidated gross revenues for the years ended January 31, 2006, 2005 and 2004, respectively (which we refer to as fiscal 2006, 2005 and 2004, respectively), and approximately 30%, 33% and 33% of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively. Ocean freight forwarding services accounted for approximately 30%, 30% and 24% of our fiscal 2006, 2005 and 2004 consolidated gross revenues, respectively, and approximately 12%, 13% and 13% of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively.

•  Contract Logistics. Our contract logistics services primarily relate to the value-added warehousing and distribution of goods and materials in order to meet customers’ inventory needs and production or

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distribution schedules. Our distribution services include receiving, deconsolidation and decontainerization, sorting, put away, consolidation, assembly, cargo loading and unloading, assembly of freight and protective packaging, storage and distribution. Our outsourced services include inspection services, quality centers and manufacturing support.

In June 2005, we acquired Perfect Logistics, a third-party contract logistics provider and customs broker headquartered in Taiwan, which increased our contract logistics capabilities and customer base in our Asia Pacific region.

Contract logistics services accounted for approximately 16%, 14% and 15% of our fiscal 2006, 2005 and 2004 consolidated gross revenues, respectively, and approximately 39%, 33% and 32% of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively.

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

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

Customs brokerage services accounted for approximately 3%, 3% and 5% of our fiscal 2006, 2005 and 2004 consolidated gross revenues, respectively, and approximately 8%, 10% and 11% of our fiscal 2006, 2005 and 2004 consolidated net revenues, respectively.

•  Other Supply Chain Management Services. We also provide a range of other supply chain management services, such as domestic road transportation, truck brokerage, warehousing services, consulting, order management, planning and optimization services, outsourced management services, developing specialized customer-specific supply chain solutions, and customized distribution and inventory management services. We receive fees for the other supply chain management services that we perform.

In October 2005, we acquired Concentrek, a third-party provider of transportation management and other supply chain solutions and subsequent to fiscal year 2006, we acquired Market Transport, a third-party logistics services and multi-modal transportation capacity solutions specializing in truck brokerage. These acquisitions are expected to increase our gross and net revenues for our other supply chain management services in the future as compared to our historic results.

Following our acquisition of Market Transport, we now offer a range of services in North America of domestic transportation services, including dedicated transportation and truckload brokerage through an asset-light business model, which features a network of agents, broker affiliates, owner-operators and selected company-owned assets.

Other supply chain management services accounted for approximately 8% of each of our fiscal 2006, 2005 and 2004 consolidated gross revenues, and approximately 11% of each of our fiscal 2006, 2005 and 2004 consolidated net revenues.

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Financial Information about Services and Geographic Segments

      Additional information regarding our operations by geographic segment and gross revenue and net revenue attributable to our principal services is set forth in Note 17, “Segment Reporting” in our consolidated financial statements included in this annual report and in Part II, Item 7 of this report appearing under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which are incorporated herein by reference.

      We conduct a majority of our business outside of the U.S. and we anticipate that revenue from foreign operations will continue to account for a significant amount of our future revenue. Our global operations are directly related to and are dependent upon the volume of international trade and are subject to various factors, risks and uncertainties, including those included in Part I, Item 1A of this report appearing under the caption, “Risk Factors.”

Seasonality

      Historically, our operating results have been subject to seasonal trends when measured on a quarterly basis. Our first and fourth fiscal quarters are traditionally weaker compared with our other fiscal quarters. This trend is dependent on numerous factors, including the markets in which we operate, holiday seasons, climate, economic conditions and numerous other factors. A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand or are based on just-in-time production schedules. 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 logistics partner for supply chain services, thereby increasing the range and volume of transactions and services provided to our clients. For fiscal 2006, no single customer accounted for more than 3% of our gross revenue.

      We market our services through an organization consisting of approximately 580 full-time salespersons who receive assistance from our senior management and regional and local managers. Our four principal geographic regions are Europe, the Americas, Asia Pacific and Africa, and each regional manager is responsible for the financial performance of his or her region. In connection with our sales process and in order to serve the needs of our clients, 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 individually our air and ocean freight forwarding, contract logistics and customs brokerage services and the other group focuses on marketing all our supply chain solutions services.

      In addition, Market Transport markets our truck brokerage services primarily through 130 independent affiliate offices located in 34 states in the U.S. and in three Canadian provinces. Independent affiliates are trained by Market Transport at our Medford, Oregon facility where they are trained on customer service skills and the use of Market Transport Services propriety freight brokerage software. Independent affiliates receive commissions from Market Transports based on the independent affiliate’s net revenues.

      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 which 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.

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      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, retail, apparel, chemical, automotive and high technology electronics 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 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. We believe it is becoming increasingly difficult for smaller regional competitors or providers with a more limited service or information technology offering to compete, which we expect to result in further industry consolidation.

      Following the acquisition of Market Transport, we have expanded our presence in the competitive and fragmented domestic transportation services business in North America. With respect to the services provided in this niche, we compete primarily with truckload carriers, intermodal transportation service providers, less-than-truckload carriers, railroads and third party broker carriers. We compete in this niche primarily on the basis of service, efficiency and freight rates.

      Generally, we believe that companies in our industry must be able to provide their customers with integrated, global supply chain solutions. Among the factors that we believe are impacting our industry are the outsourcing of supply chain activities, increased global trade and sourcing, increased demand for time definite delivery of goods, and the need for advanced information technology systems that facilitate real-time access to shipment data, customer reporting and transaction analysis. Furthermore, as supply chain management becomes more complicated, we believe companies are increasingly seeking full service solutions from a single or limited number of partners that are familiar with their requirements, processes and procedures and that can provide services globally.

      We seek to compete in our industry by using our global network, proprietary information technology systems, relationships with transportation providers and expertise in outsourced logistics services to improve our customers’ visibility into their supply chains while reducing their logistics costs.

Information Technology Systems

      Our eMpower suite of supply chain technology systems is based on an open architecture design. eMpower facilitates the online operations of our supply chain activities, allows our offices and agents to link to our supply chain visibility 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. eMpower5, our next generation of eMpower provides pilot customers with a customizable

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web portal, along with powerful supply chain visibility tools for managing their integrated end-to-end supply chains, whether at rest or in motion, at the order, stock keeping unit (SKU) or item level.

      Within eMpower are various supply chain information systems, including the following:

•  uOp, which is used by our offices and agents as a local operating system for air and ocean freight import and export documentation, customs brokerage and accounting functions that feed shipment and other customer data into our global information systems;

•  uOrder, which assists our clients with order management;

•  uTrac, which provides our clients with supply chain visibility, enabling them to track shipments of goods and materials,

•  uWarehouse, which enables our clients to track the location and status of goods and materials; it is a warehouse management system package provided by SSA Global^tm and integrated into eMpower;

•  uClear, which provides visibility into customs clearance transactions for our customers;

•  uAnalyze, which assists us and our clients with isolating the factors causing variability in transit times;

•  uReport, which provides clients with customized reports;

•  uConnect, which enables the electronic transfer of data (EDI) between our systems and those of our clients and also integrates our internal applications;

•  uPlan, which is a suite of selected planning and optimization software developed by i2 Technologies;

•  uDistribute, which enables tracking of goods and materials within domestic distribution networks; and

•  uShip, which enables clients to initiate shipping transactions and alert these directly to our origin offices.

      In addition to our various supply chain information systems, our information system also includes Enterprise Information Portal, which enables the online interaction and collaboration between internal business entities and facilitates the integration of corporate acquisitions.

Intellectual Property

      We have applied for federal trademark or service mark registration of the marks UTi and Inzalo. The mark UTi has been or is currently being registered in selected foreign countries. Our application for the name and mark UTi has been opposed in the U.S. Patent and Trademark Office, and our request for reconsideration and rehearing in connection with the matter was denied. Our request for reconsideration and rehearing in connection with this matter was denied by the USPTO and we filed an appeal regarding the decision in the United States Court of Appeals for the District of Columbia. No assurance can be given that our appeal will be successful. 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 skills and abilities of our personnel rather than on any trademarks, patents or other registrations we may obtain.

Government Regulation

      Our airfreight forwarding business in the U.S. is subject to regulation, as an indirect air 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 U.S. is also subject to regulation by the Transportation Security Administration. Our indirect air carrier status is registered and in compliance with the Indirect Air Carrier Standard Security Program Change 3 mandated by Department of Homeland Security regulations. To facilitate compliance with “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

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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 U.S. 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 U.S., the applicable regulations and licensing requirements typically are less stringent than those that originate or terminate in the U.S.

      We are licensed as a customs broker by the U.S. Customs and Border Protection of the Department of Homeland Security (CBP) in United States’ customs districts in which we do business. All U.S. customs brokers are required to maintain prescribed records and are subject to periodic audits by the CBP. As a certified and validated party under the self-policing Customs-Trade Partnership Against Terrorism (C-TPAT), we are also subject to compliance with security regulations within the trade environment that are enforced by the CBP. We are also subject to regulations under the Container Security Initiative, which is administered by the CBP. Since February 1, 2003, we have been 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.

      We must comply with export regulations of the U.S. Department of State, including the International Traffic in Arms Regulations, the U.S. Department of Commerce and the CBP regarding what commodities are shipped to what destination, to what end-user and for what end-use, as well as statistical reporting requirements.

      Some portions of our warehouse operations require authorizations and bonds by the U.S. Department of the Treasury and approvals by the CBP. 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.

      Certain of our U.S. trucking and truck brokerage operations are subject to regulation by the Federal Motor Carrier Safety Administration (the FMCSA), which is an agency of the U.S. Department of Transportation, and by various state agencies. The FMCSA has broad regulatory powers with respect to activities such as motor carrier operations, practices and insurance. Interstate motor carrier operations are subject to safety requirements prescribed by the FMCSA. Subject to federal and state regulation, we may transport most types of freight to and from any point in the United States. The trucking industry is subject to possible regulatory and legislative changes (such as the possibility of more stringent environmental, safety or security regulations or limits on vehicle weight and size) that may affect the economics of the industry by requiring changes in operating practices or the cost of providing truckload services.

      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 store, transport or arrange for the storage or transportation of substances defined as hazardous under applicable laws. If a release of hazardous substances occurs on or from our facilities or while being transported by us or our subcontracted carrier, 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.

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      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. If we fail to comply with applicable governmental regulations, we could be subject to substantial fines or revocation of our permits and licenses.

Employees

      At January 31, 2006, we employed a total of 16,245 persons. A breakdown of our employees by region is as follows:

Europe		2,731
Americas		5,815
Asia Pacific		2,553
Africa		5,030
Corporate		116
	Total	16,245

      In March 2006, our number of employees increased by approximately 600 employees due to the acquisition of Market Transport.

      Approximately 1,850 of our employees are subject to collective bargaining arrangements in several countries, but primarily in South Africa, which are renegotiated annually. We believe our employee relations to be generally good.

Executive Officers and Other Senior Managers of Registrant

      Our executive officers are as follows:

Name	Age		Position
Roger I. MacFarlane		61	Chief Executive Officer and Director
Matthys J. Wessels		60	Vice Chairman of the Board of Directors, Chief Executive Officer – African Region and Director
Alan C. Draper		53	Executive Vice President, President – Asia Pacific Region and Director
John S. Hextall		49	Executive Vice President – Global Leader of Client Solutions and Delivery
Gene Ochi		56	Executive Vice President – Global Leader of Client Solutions Development
Lawrence R. Samuels		49	Senior Vice President – Finance, Chief Financial Officer and Secretary
Linda C. Bennett		55	Senior Vice President and Chief Information Officer
Michael K. O’Toole		61	Vice President – Global Forwarding Operations

      Roger I. MacFarlane has 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 Deutsche Bahn AG, a German 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 that was acquired by BAX

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Global in 1987. Mr. MacFarlane received a Bachelor of Arts degree and an L.L.B. degree from the University of Cape Town.

      Matthys J. Wessels was appointed Vice Chairman of the Board of Directors in May 2004. Prior to that, Mr. Wessels served as our Chairman of the Board of Directors from January 1999 until May 2004 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. From 1987 until January 2006, Mr. Wessels served as Chairman of United Service Technologies Limited, which we refer to as Uniserv, a company which was publicly listed on the JSE Securities Exchange South Africa until December 2004. 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 Uniserv later that year. 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. Draper has 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 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. 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. On March 29, 2006, Mr. Draper announced his plans to retire from his executive and director positions with the company effective June 30, 2006.

      John S. Hextall was appointed as Executive Vice President – Global Leader of Client Solutions and Delivery in March 2006. Prior to that, Mr. Hextall served as President of our Europe Region since May 2001. In June 2004, the duties of President of the Americas Region for Freight Forwarding were added to Mr. Hextall’s responsibilities. From March 2000 to May 2001, Mr. Hextall served as Managing Director Atlantic Region. From 1997 to 2000, Mr. Hextall served as the Managing Director of UTi Worldwide (U.K.) Ltd., one of our subsidiaries. From 1993 to 1997, Mr. Hextall served as the Managing Director of UTi Belgium N.V., one of our subsidiaries. Mr. Hextall received a Bachelor of Science Combined Honours degree in Transport Planning & Operations from the University of Aston, Birmingham, United Kingdom.

      Gene Ochi was appointed as Executive Vice President – Global Leader of Client Solutions Development in March 2006. Prior to that, Mr. Ochi 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 UTi, United States, Inc., 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.

      Lawrence R. Samuels has served as our Senior Vice President – Finance and Secretary since 1996 and Chief Financial Officer since May 2000. Mr. Samuels also serves as our principal financial officer and our principal accounting officer. 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 in South Africa. 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.

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      Linda C. Bennett has 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 Andersen School of Management at the University of California, Los Angeles.

      Michael K. O’Toole has served as Vice President – Global Forwarding Operations since September 2004. From May 2000 to September 2004, Mr. O’Toole served as our Vice President – Predictable Performance. From 1995 until 2000, Mr. O’Toole served in various positions within UTi, United States, Inc., including Western Regional Vice President from 1998 to 2000. From 1994 to 1995, Mr. O’Toole served as Regional Vice President of Circle International. From 1986 until 1993, Mr. O’Toole served as Vice President of Burlington Air Express. Mr. O’Toole received a Bachelor of Science degree in Economics from Portland State University.

      Our other senior managers are as follows:

Name	Age		Position
Gordon C. Abbey		53	Executive Vice President; Managing Director UTi Africa International Region
David Cheng		61	President of Greater China
Brian R. J. Dangerfield		47	President of Solutions Delivery – Asia Pacific
Carlos Escario Pascual		44	President Client Solutions – Europe, Middle East and North Africa (EMENA) Region
William T. Gates		58	Vice President; Chief Executive Officer – UTi Integrated Logistics, Inc.
Walter R. Mapham		58	Vice President; Director Strategic Services – Africa
Glenn Mills		53	President of Client Solutions – Asia Pacific Region
Graham Somerville		51	Vice President; Managing Director UTi Africa – IHD Division
Christopher Dale		46	Chief Operating Officer – UTi, United States, Inc.

Available Information

      Our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available without charge through our website, http://www.go2uti.com, as soon as reasonably practicable after they are filed or furnished electronically with the SEC. We are providing the address to our Internet site solely for the information of investors. We do not intend the address to be an active link and the contents of our website are not incorporated into this report.

ITEM 1A. Risk Factors

      Our business and operations are subject to a number of factors, risks and uncertainties, and the following list should not be considered to be a definitive list of all factors that may affect our business, financial condition and future results of operations and should be read in conjunction with the factors, risks and uncertainties contained in our other filings with the Securities and Exchange Commission (SEC). This annual report on Form 10-K, our annual report to our shareholders, any of our quarterly reports on Form 10-Q or our current reports on Form 8-K, or any other oral or written statements which we may make in a news release or otherwise may contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which involve certain risks and uncertainties. These forward-looking statements are often identified by the use of terms or phrases such as “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” and other similar expressions. We caution readers that any forward-looking

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statements made by us are made with the intention of obtaining the benefits of the “safe harbor” provisions of the Private Securities Litigation Reform Act and that a number of factors, including but not limited to those discussed below, could cause our actual results and experiences to differ materially from the anticipated results or expectations expressed in any forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events, or otherwise.

We conduct business throughout the world and our results of operations may be impacted by fluctuations in trade volumes and by global, regional and local economic conditions.

      Our business is related to and dependent on general world economic conditions, and the local, regional, national and international conditions that affect trade in the specific regions or countries that we serve. We are affected by adjustments in our clients’ inventory levels, recessionary economic cycles and downturns in our customers’ business cycles, particularly in market segments and industries such as retail, apparel, pharmaceutical, chemical, automotive and high technology electronics, where we have a significant concentration of customers.

      Economic conditions, which may be affected by natural disasters, wars, civil unrest, acts of terrorism and other conflicts, and increases in energy prices may adversely affect the global economy, trade volumes, our customers’ demand for our services 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 impact 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 and risks associated with distant operations and to various economic, regulatory, political and other uncertainties and 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 trade and the social, economic and political conditions in various countries. For the fiscal year ended January 31, 2006, approximately 61% of our net revenues were reported in our Europe, Asia Pacific and Africa regions combined and those regions accounted for approximately 71% of our total assets as of January 31, 2006. Our international operations and international commerce are influenced by many factors, including:

•  changes in a specific country’s or region’s economic, social and political conditions or governmental policies,

•  changes in international and domestic customs regulations,

•  trade laws, tariffs, export quotas and other trade restrictions

•  difficulties in staffing, managing or overseeing foreign operations over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs,

•  expropriation of our international assets or adverse changes in tax laws and regulations,

•  limitations on the repatriation of earnings or assets, including cash,

•  different liability standards and less developed legal systems that may be less predictable than those in the United States, and

•  intellectual property laws of countries which do not protect our intellectual property rights to the same extent as the laws of the United States.

      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.

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

      We have grown through acquisitions and we intend to continue pursuing opportunities to expand our business by acquiring other companies and business operations in the future.

      Acquisitions involve risks, including those relating to:

•  identification of appropriate acquisition candidates or negotiation of acquisitions on favorable terms and valuations,

•  integrating accounting management information, human resources and other administrative systems to permit effective management,

•  implementing or remediating controls, procedures and policies appropriate for a larger public company at companies that prior to the acquisition lacked these controls, procedures and policies,

•  possible write-offs or impairment charges resulting from acquisitions,

•  diversion of management attention,

•  retention of employees and customers, and

•  unexpected or unanticipated costs, expenses and liabilities.

      Our strategy to grow in part through acquisitions may affect our short-term cash flow and net income as we expend funds, increase indebtedness and incur additional expenses in connection with pursuing acquisitions. We also may issue our ordinary shares or other securities from time to time as consideration for future acquisitions and investments. In the event any such acquisition or investment is significant, the number of our ordinary shares or other securities that we may issue could in turn be significant. In addition, we may also grant registration rights covering those ordinary shares or other securities in connection with any such acquisitions and investments. Acquisitions completed by us have included contingent earn-out arrangements which provide for payments which may be made by us in cash which would reduce the amount of cash available to us or could cause us to incur additional indebtedness and by our issuance of additional shares resulting in an increase in the number of our outstanding shares. 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.

We may need additional financing to fund our operations and finance our growth or we may need replacement financing, 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 will need to obtain replacement financing. Two of our largest credit facilities are with Nedbank, and the bank has the right to terminate these facilities at any time and cause the interest and principal outstanding under these facilities to become immediately due and payable. Additional or replacement financing may involve incurring debt or selling equity securities and 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 additional debt, the risks associated with our business could increase. If we raise capital through the sale of additional 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.

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Restrictions and controls on investments and acquisitions outside of the United States 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 our 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. 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 or our investments in various countries will not be imposed in the future or, if imposed, as to the duration or impact of any such restrictions or policies.

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 placing 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.

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), Matthys Wessels (Vice Chairman of the Board and Chief Executive Officer – African Region), John Hextall (Executive Vice President – Global Leader of Client Solutions and Delivery), Gene Ochi (Executive Vice President – Global Leader of Client Solutions Development) 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 unplanned 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. In addition, Alan Draper, our Executive Vice President and President – Asia Pacific Region, announced his intention in March 2006 to retire effective June 30, 2006. No assurances can be given that our recent organizational changes in our Asia Pacific region will be successful. 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 that we will be successful in our efforts.

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We are dependent on our relationships with our agents, key employees and third-party carriers in various countries around the world.

      We conduct business in some countries using a local agent who can provide knowledge of the local market conditions and facilitate the acquisition of necessary licenses and permits. We rely in part upon the services of these agents, as well as our country-level executives, branch managers and other key employees, to market our services, to act as intermediaries with customers and to provide other services on our behalf. We also utilize the services of a number of third-party carriers in our truck brokerage operations. There can be no assurance that we will continue to be successful in maintaining our relationships with our agents or key employees in various foreign countries, or that we will find qualified replacements for agents and key employees who may terminate their relationships with us. Because our agents and employees may occasionally have the primary relationship with certain of our customers, we could lose some customers if a particular agent or key employee were to terminate his or her relationship with us. The loss of or failure to obtain qualified agents or employees in a particular country or region could result in the temporary or permanent cessation of our operations and/or the failure to develop our business in that country or region.

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. For the fiscal year ended January 31, 2006, 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 significant amount 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 dollars 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.

Because our freight forwarding and truck brokerage operations are dependent on commercial airfreight carriers and air charter operators, ocean freight carriers, major U.S. railroads, other transportation companies, draymen and longshoremen, changes in available cargo capacity and other changes affecting such carriers, as well as interruptions in service or work stoppages, may negatively impact our business.

      We rely on commercial airfreight carriers and air charter operators, ocean freight carriers, trucking companies, major U.S. railroads, other transportation companies, draymen and longshoremen for the movement of our customers’ cargo. Consequently, our ability to provide these 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 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 non asset-based transportation management, truck brokerage and trucking businesses are subject to a number of factors that are largely beyond our control, any of which could have a material adverse effect on our results of operations.

      We recently acquired Concentrek, a non-asset-based transportation management services company, and Market Transport, a third-party logistics services and multi-modal transportation capacity solutions provider

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specializing in trucking and truck brokerage. These businesses could be materially adversely affected by numerous risks beyond our control including:

•  potential liability to third parties and customers as a result of accidents involving our employees, independent contractors or third party carriers,

•  increased insurance premiums or the unavailability of adequate insurance coverage,

•  dependence on independent sales agents,

•  adverse weather and natural disasters,

•  interruptions in services or stoppages in transportation as a result of labor disputes,

•  changes in fuel taxes,

•  the extremely competitive and fragmented nature of the trucking and truck brokerage industry,

•  changes in governmental regulations or legislation impacting the transportation or trucking industry and unanticipated changes in transportation rates, and

•  a carrier’s failure to deliver freight pursuant to customer requirements.

      In addition, the trucking industry periodically experiences difficulty in attracting and retaining qualified drivers, including independent contractors, and the shortage of qualified drivers and independent contractors has proven to be severe in the past few years. If we are unable to continue attracting an adequate number of drivers or contract with enough independent contractors, we could be required to significantly increase our driver compensation package or let trucks sit idle, which could adversely affect our growth and profitability.

If we are required to reclassify independent contractors as employees in our trucking, truck brokerage and other carrier businesses, we may incur additional costs and taxes which could have a material adverse effect on our results of operations.

      We use a significant number of independent contractors in our trucking, truck brokerage and other carrier businesses. Currently, there are a number of different tests used in determining whether an individual is an employee or an independent contractor and such tests generally take into account multiple factors. There can be no assurance that legislative, judicial, or regulatory (including tax) authorities will not introduce proposals or assert interpretations of existing rules and regulations that would change the classification of our independent contractors. Although we believe we have properly classified our independent contractors, the Internal Revenue Service or other U.S. federal or state authorities or similar authorities of a foreign government may determine that we have misclassified our independent contractors for employment tax or other purposes. In that regard, we are currently involved in a dispute with the South African Revenue Service which is attempting to claim that we are liable for approximately $15.8 million, based on exchange rates as of January 31, 2006, in employee taxes in respect of “owner drivers” used for the collection and delivery of cargo in that country. If we are required to change the classification of our independent contractors, we may incur additional costs and be required to pay additional taxes, relating to past, present and future periods, which could have a material adverse effect on our results of operations.

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 and fourth fiscal quarters are traditionally weaker compared with our second and third fiscal quarters. This trend is dependent on numerous factors, including the markets in which we operate, holiday seasons, climate, economic conditions and numerous other factors. A substantial portion of our revenue is derived from customers in industries whose shipping patterns are tied closely to consumer demand which can sometimes be difficult to predict or are based on just-in-time production schedules. Therefore, our revenue is, to a larger degree, affected by factors that are outside of 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.

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

      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,

•  costs relating to the expansion of operations,

•  costs and revenue fluctuations due to acquisitions,

•  adoption of recent accounting pronouncements,

•  pricing and availability of cargo space on airlines, ships and trucks which we utilize to transport freight,

•  fluctuations in fuel prices and fuel surcharges,

•  pricing pressures from our competitors,

•  changes in our customers’ requirements for contract logistics and outsourcing services,

•  customer discounts and credits, and

•  timing and magnitude of capital expenditures.

      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.

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. In addition, our operating margins may be adversely affected by the expansion of our business. Slower or less profitable growth or losses would adversely affect our results of operations, which may result in a decrease in our stock price.

We may not succeed with our NextLeap strategic operating plan or with our next long-term strategic operating plan and, as a result, our revenue and profitability may be adversely impacted.

      We recently completed the sixteenth quarter of NextLeap, our five-year strategic operating plan designed to help us transition from being a global freight forwarding operator to a global integrated logistics provider offering our customers a comprehensive range of services across the entire supply chain. Under NextLeap, we are undertaking various efforts to attempt to increase the number of our customers and our revenue, improve our operating margins, and train and develop our employees. We face numerous challenges in trying to achieve our objectives under this strategic plan, including challenges involving attempts to leverage customer relationships, improve margins, integrate acquisitions and improve our systems. We also face challenges developing, training and recruiting personnel. This strategic operating plan requires that we successfully manage our operations and growth which we may not be able to do as well as we anticipate. In addition, we have begun the process of developing our next long-term strategic operating plan and there can be no guarantee that we will be successful in developing or implementing our next long-term plan. Our industry is extremely competitive and our business is subject to numerous factors and risks beyond our control. If we are not able to successfully implement NextLeap or our next long-term strategic operating plan, we cannot give assurance that our efforts associated with these strategic plans will result in increased revenues, improved margins or improved profitability. If we are not able to increase our revenue or improve our operating margins in the future, our results of operations could be adversely affected.

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Our effective income tax rate will impact our results of operations, cash flow and 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 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, truck brokerage 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. 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 truck brokerage niche players, including wholesalers in the pharmaceutical industry, trucking companies, 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 have begun expanding 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 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.

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 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 our credit facilities. In general, our subsidiaries cannot pay dividends to us in excess of their retained earnings and most countries in which we conduct business require us to pay a distribution tax on all dividends paid. 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 localized basis in many countries around the world, our operations and internal controls may be materially adversely affected by inconsistent management practices.

      We manage our business in many countries around the world, with local and regional management retaining responsibility for day-to-day operations, profitability and the growth of the business. Our operating approach can make it difficult for us to implement strategic decisions and coordinated practices and

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procedures throughout our global operations, including implementing and maintaining effective internal controls throughout our worldwide organization. In addition, some of our subsidiaries operate with management, sales and support personnel that may be insufficient to support growth in their respective businesses without regional oversight and global coordination. Our decentralized operating approach could result in inconsistent management practices and procedures and adversely affect our overall profitability, and ultimately our business, results of operations, financial condition and prospects.

      As of January 31, 2006 we had no material weaknesses in our internal controls over financial reporting as defined by the Public Company Accounting Oversight Board, there can be no assurances that we will be able to comply in future years with the requirements and deadlines of Section 404 of the Sarbanes-Oxley Act of 2002, particularly in light of our decentralized management structure. A reported material weakness or the failure to meet the reporting deadline of Section 404 could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements and this loss of confidence could cause a decline in the market price of our stock.

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.

We may be adversely affected if we are unable to license the software necessary for our information technology system.

      We license a variety of software that is used in our information technology system, which we call eMpower. As a result, the success and functionality of our information technology system is dependent upon our ability to continue our licenses for this software. There can be no assurance that we will be able to maintain these licenses or replace the functionality provided by this software on commercially reasonable terms or at all. The failure to maintain these licenses or a significant delay in the replacement of this software could have a material adverse effect on our business, financial condition and results of operations.

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 countries do not protect our intellectual property rights to the same extent as the laws of the United States. As we previously disclosed, our application for the name and mark “UTi” was opposed in the United States Patent and Trademark Office (USPTO). Our request for reconsideration and rehearing in connection with this matter was denied by the USPTO and we filed an appeal regarding the decision in the United States Court of Appeals for the District of Columbia. No assurance can be given that our appeal will be successful. 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 limit our exposure through 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 seek to limit by contract and/or International Conventions and laws our liability to our customers for loss or damage to their goods to $20 per kilogram (approximately $9.07 per pound) or 17 SDRs

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(Special Drawing Rights) for airfreight shipments (depending on the International Convention applicable) and $500 per carton or customary unit, or 666.67 SDRs per package/2 SDRs per kilo (whichever is higher) including an ocean container, for ocean freight shipments, again depending on the International Convention. For truck/land based risks there are a variety of limits ranging from a nominal amount to full value. 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 we, assumes liability for the safe delivery of the customer’s cargo to its ultimate destination, other than in respect of any of our own errors and omissions.

      We have, from time to time, made payments to our customers for claims related to our services and may make such payments in the future. Should we experience an increase in the number or size 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 or exceed our insurance levels. As with every insurance policy, there are limits, exclusions and deductibles that apply. In addition, significant increases in insurance costs 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 store, transport or to arrange for the storage or transportation of substances defined as hazardous under applicable laws. As is the case with any such operations, if a release of hazardous substances occurs on or from our facilities or equipment 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 we store, transport or 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 and face criminal liability. In addition, if any damage or injury occurs as a result of our storage or transportation of hazardous, explosive or illegal materials, we may be subject to claims from third parties, and bear liability, for such damage or injury even if we were unaware of the presence of the hazardous, explosive or illegal materials.

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

      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. We are also subject to security measures and strict shipper and customer classifications by the Department of Homeland Security through the Transportation Security Administration (TSA). 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. Our indirect air carrier status is also subject to the Indirect Air Carrier Standard Security Program administered by the TSA. We are licensed as a customs broker by the CBP in each United States customs district in which we do business. All United States customs brokers are required to maintain prescribed records and are subject to periodic audits by the CBP. As a certified and validated party under the self-policing C-TPAT, we are subject to compliance with security regulations within

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the trade environment that are enforced by the CBP. We are also subject to regulations under the Container Security Initiative, or CSI, which is administered by the CBP. 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 national and state environmental, work safety and hazardous materials regulations, including those in South Africa related to the pharmaceutical industry.

      Certain of our U.S. trucking and truck brokerage operations are subject to regulation by the Federal Motor Carrier Safety Administration (the FMCSA), which is an agency of the U.S. Department of Transportation, and by various state agencies. The FMCSA has broad regulatory powers with respect to activities such as motor carrier operations, practices and insurance. Interstate motor carrier operations are subject to safety requirements prescribed by the FMCSA. Subject to federal and state regulation, we may transport most types of freight to and from any point in the United States. The trucking industry is subject to possible regulatory and legislative changes (such as the possibility of more stringent environmental, safety or security regulations or limits on vehicle weight and size) that may affect the economics of the industry by requiring changes in operating practices or the cost of providing truckload services. We must comply with certain insurance and surety bond requirements to act in this capacity. If we were found to be out of compliance, our operations could be restricted or otherwise adversely impacted.

      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. Compliance with changing governmental regulations can be expensive. No assurance 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 the revocation of our operating permits and licenses.

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

      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 also 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 and our results would be adversely affected. With our acquisition of Market Transport, we lease or own a number of trucks which are

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utilized in our trucking business. If we are unable to efficiently utilize these trucks, we will not be able to recover all of our expenses associated with operating these trucks and our results would be adversely affected.

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 seek to develop and expand our contract logistics, distribution and outsourcing services.

      In some cases, we lease single-tenant warehouses and distribution facilities under leases with terms longer than the contract logistics services contracts we have with our customers. We are required to pay rent under these real property leases even if our 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 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.

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. Some 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 certain of 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 (Cap 291) 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 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, shareholders may have more difficulty protecting their interests in the face of actions by our board of directors or our principal shareholders than they 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.

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Our board of directors may determine the rights and preferences of the Class A and Class B preference shares within the limits set forth in our Memorandum and Articles of Association and applicable law. Among other rights, our board of directors may determine, without further vote or action by our shareholders, the dividend, voting, conversion, redemption and liquidation rights of our preference shares. Our board of directors may also amend our Memorandum and Articles of Association to create from time to time one or more classes of preference shares. The issuance of any preference shares could adversely affect the rights of the holders of ordinary shares, and therefore reduce the value of the ordinary shares. While currently no preference shares are outstanding, no assurance 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 other proposals by shareholders for consideration at shareholder meetings, and

•  the requirement that the holders of two-thirds of the outstanding shares entitled to vote at a meeting are required to approve changes to specific provisions of our Memorandum and Articles of Association including those provisions described above and others which are designed to discourage non-negotiated takeover attempts.

      In addition, our Memorandum and Articles of Association permit special meetings of the shareholders to be called only by our board of directors upon a resolution of the directors or by the directors upon the written request of holders of more than 50% of our outstanding voting shares. Provisions of British Virgin Islands law to which we are subject could substantially impede the ability of our shareholders to benefit from a merger, takeover or other business combination involving us, discourage a potential acquiror from making a tender offer or otherwise attempting to obtain control of us, and impede the ability of our shareholders to change our management and board of directors.

ITEM 1B. Unresolved Staff Comments

      None.

ITEM 2. Properties

      As of January 31, 2006, we leased or, in a few cases, owned, 499 facilities in 61 countries. These facilities are generally comprised of office and warehouse space. In most countries, these facilities typically are located close to an airport, ocean port, or an important border crossing. Leases for our principal properties generally have terms ranging from three to ten 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.

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      As of January 31, 2006, we leased or owned the following facilities in the regions indicated:

		Freight
		Forwarding
		Facilities				Contract
						Logistics
		Owned		Leased		Centers		Total
Europe			4		120		20		144
Americas			2		85		34		121
Asia Pacific			—		114		18		132
Africa			11		72		19		102
	Total		17		391		91		499

      Included in our leased facilities are single-tenant warehouses and distribution facilities as well as shared warehouses. Approximately 5,300 square feet of our leased facilities represent single-tenant warehouses and distribution facilities under leases with a term longer than the logistics services contracts we have with our customers. In addition to the contract logistics centers reported above, we also manage 43 contract logistics centers globally for our clients within their facilities.

      With our acquisition of Market Transport in March 2006, we increased our number of facilities by 15 in the Americas region. Of the additional facilities acquired, we own three offices and terminal facilities and lease 12 offices. In addition, as a result of our acquisition of Market Transport, we also now operate within three additional client facilities in the Americas region.

      Additional information regarding our lease commitments is set forth in Note 14, “Commitments” in our consolidated financial statements included in this annual report, which is incorporated herein by reference.

ITEM 3. Legal 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.

      The company is involved in a dispute with the South African Revenue Service where the company makes use of “owner drivers” for the collection and delivery of cargo. The South African Revenue Service is attempting to claim that the company is liable for employee taxes in respect of these owner drivers. The company has strongly objected to this, and together with their expert legal and tax advisors, as we believe that the company is in full compliance with the relevant sections of the income tax act governing this situation and has no tax liability in respect of these owner drivers. The amount claimed by the South African Revenue Service is approximately $15.8 million based on exchange rates as of January 31, 2006.

      The company is involved in litigation in Italy (in cases filed in 2000 in the Court of Milan) and England (in a case filed on April 13, 2000 in the High Court of Justice, London) 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 former ultimate 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. One such claim in particular (filed on February 27, 2004 in the Court of Milan, Italy, by Locafit) was waived by the plaintiff on March 7, 2006, with no settlement payment required by us. The aggregate amount underlying all such remaining actual and potential claims, albeit duplicated in several proceedings, is approximately $11.5 million, based on exchange rates as of January 31, 2006.

      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

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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 billion in damages. To date, the plaintiffs have not obtained class certification. The company believes it is 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 the company’s 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 thus far to produce evidence that the company acted as a freight forwarder for cargo that included chemicals used by the Iraqi army.

      The legal proceeding in connection with an alleged hijacking of several electrical generator power modules moved from Alexandria, Egypt, to Iraq (filed on September 3, 2004 in the United States District Court for the Eastern District of Pennsylvania) was settled in March 2006 under the company’s cargo liability insurance.

ITEM 4. Submission of Matters to a Vote of Security Holders

      No matters were submitted to a vote of our shareholders during the fourth quarter of fiscal 2006.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

      On March 7, 2006, we declared a three-for-one stock split of our ordinary shares. As a result, shareholders of record as of the close of business on March 17, 2006 were entitled to receive two additional shares for each one share held on the record date, with the distribution of the additional shares occurring on March 27, 2006. Share, per share, dividend, option and restricted share unit data for all periods presented in this Form 10-K and related disclosures have been adjusted to give effect to the stock split.

Price Range of our Ordinary Shares

      Our ordinary shares trade on the Nasdaq National Market System under the symbol UTIW. The high and low market prices for our ordinary shares for each fiscal quarter during the last two fiscal years are as follows, as adjusted to give effect to the company’s three-for-one stock split effected on March 27, 2006:

		High		Low
Fiscal Year Ended January 31, 2006:
	4th Quarter	$	34.93	$	28.08
	3rd Quarter		29.07		23.76
	2nd Quarter		25.23		21.18
	1st Quarter		25.72		20.91
Fiscal Year Ended January 31, 2005:
	4th Quarter		24.33		20.75
	3rd Quarter		22.42		16.08
	2nd Quarter		18.17		14.37
	1st Quarter		16.07		13.39

      As of March 31, 2006, the number of holders of record of our ordinary shares was 217.

Dividend Policy

      During fiscal 2006 and fiscal 2005, we paid an annual regular cash dividend of $0.05 and $0.038 per ordinary share, respectively, as adjusted to give effect to the company’s three-for-one stock split completed on

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March 27, 2006. On March 29, 2006, our board of directors declared an annual regular cash dividend of $0.06 per outstanding ordinary share, payable on May 19, 2006 to shareholders of record as of April 28, 2006. 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. Our articles of association provide that dividends may only be declared and paid out of “surplus” and contain certain other limitations regarding the payment of dividends in accordance with the laws of the British Virgin Islands. In addition, our bank credit facilities contain limitations on our ability to pay dividends. We intend to reinvest a substantial portion of our earnings in the development of our business and no assurance can be given that dividends will be paid to our shareholders at any time in the future.

      Because we are a holding company and all of our operations are conducted through subsidiaries, we rely on dividends or advances from our subsidiaries to meet our financial obligations and to pay dividends on our ordinary shares. The ability of our subsidiaries to pay dividends to us is subject to applicable local law and other restrictions including, but not limited to, applicable tax laws and limitations contained in some of their bank credit facilities.

Transfer Agent and Registrar

      Our transfer agent and registrar is Computershare Trust Company, 350 Indiana Street, Suite 800, Golden, Colorado, 80401.

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 holders of our ordinary shares 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 holding company.

Taxation

United States Federal Income Tax Consequences

     General

      This section summarizes certain 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;

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•  a person liable for alternative minimum tax; or

•  a person that owns, or is treated as owning, 10% or more of any class of our shares.

      The discussion is based on current law as of the filing of this annual report. 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. See “Controlled Foreign Corporation” below.

      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 worldwide income is subject to U.S. federal income tax; or

•  a trust if (1) a U.S. court is able to exercise primary supervision over its administration and (2) one or more U.S. persons have authority to control all substantial decisions of the trust.

      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% 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.

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Sale or Other Disposition of our Ordinary Shares

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

•  you will recognize a gain or loss equal to the difference (if any) between the U.S. dollar value of the amount realized on such sale or other taxable disposition, and your adjusted tax basis in such ordinary shares;

•  any gain or loss will be capital gain or loss and will be long-term capital gain or loss if your holding period for our ordinary shares is more than one year at the time of such sale or other disposition;

•  any gain or loss will be treated as having a United States source for U.S. foreign tax credit purposes and as a result of the foreign tax credit provisions of the Internal Revenue Code of 1986 you may be unable to claim a foreign tax credit for British Virgin Islands taxes, if any, imposed upon the sale or disposition of ordinary shares; and

•  your ability to deduct capital losses 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 taxed 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

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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.

Controlled Foreign Corporation

      If more than 50% of our shares (by vote or value) is owned, directly or indirectly, by U.S. holders, each of whom owns, or is deemed to own under certain attribution rules, 10% or more of the total combined voting power of all classes of shares of our company (for purposes of the following paragraph a “10% Shareholder”), we could be treated as a “controlled foreign corporation,” or a CFC, under Subpart F of the Code. It is unclear how controlling blocks of shares will be valued for these purposes.

      As of the date of this report, we do not believe that we qualify as a CFC; however, no assurance can be given that we will not become a CFC in the future if changes in our share ownership occur. If we become a CFC, each 10% Shareholder would be required to include in taxable income as a deemed dividend its pro rata share of certain of our undistributed income and certain investments by us in United States property, and all or a portion of the gain from the sale or exchange of our ordinary shares may be treated under Section 1248 of the Code as dividend income. Neither us nor our advisors have the duty to or will undertake to inform U.S. holders of changes in circumstances that would cause us to become a CFC. U.S. holders who may be 10% Shareholders should consult their own tax advisors concerning our possible status as a CFC.

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.

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Sale or Other Disposition of our Ordinary Shares

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

•  your gain is effectively connected with a trade or business that you conduct in the United States (and, if an applicable income tax treaty so requires as a condition for you to be subject to U.S. federal income tax on a net income basis in respect of gain from the sale or other disposition of our ordinary shares, such gain is attributable to a permanent establishment maintained by you in the United States), or

•  you are an individual and are present in the United States for at least 183 days in the taxable year of the sale or other disposition, and either:

•  your gain is attributable to an office or other fixed place of business that you maintain in the United States, or

•  you have a tax home in the United States.

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

Backup Withholding and Information Reporting

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

•  you are a corporation or other exempt recipient, or

•  you provide a social security number (which, in the case of an individual, that is his or her taxpayer identification number) and certify that no loss of exemption from backup withholding has occurred.

      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 Islands 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 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.

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ITEM 6. Selected Financial Data

      The following selected consolidated financial data should be read in conjunction with the consolidated financial statements and related notes thereto and Item 7 of this report appearing under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial data included elsewhere in this report.

      The selected consolidated financial data as of January 31, 2006 and 2005, and for each of the years in the three-year period ended January 31, 2006 have been derived from our audited consolidated financial statements which appear elsewhere in this report. The selected consolidated financial data as of January 31, 2004, 2003 and 2002 and for each of the years in the two-year period ended January 31, 2003 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 U.S. dollars and in accordance with accounting principles generally accepted in the United States (U.S. GAAP).

			Year Ended January 31,
			2006		2005		2004		2003		2002
			(In thousands, except per share amounts)
INCOME STATEMENT DATA:
Gross revenue(1)(3)			$	2,785,575	$	2,259,793	$	1,502,875	$	1,170,060	$	889,786
Freight consolidation costs(1)(2)				1,819,171		1,486,012		906,734		765,270		585,227
Net revenues(2):
	Airfreight forwarding			290,993		253,289		198,822		157,493		142,312
	Ocean freight forwarding			118,346		98,877		75,131		66,554		58,633
	Customs brokerage			78,503		75,352		65,532		61,105		54,034
	Contract logistics(3)			370,714		257,141		192,969		79,517		14,957
	Other			107,848		89,122		63,687		40,121		34,623
		Total net revenues		966,404		773,781		596,141		404,790		304,559
Staff costs				514,752		397,765		318,727		204,971		156,005
Depreciation and amortization				21,952		19,453		14,806		11,174		9,411
Amortization of intangible assets(4)				4,690		1,980		663		198		5,339
Other operating expenses				292,946		259,132		202,874		142,942		104,134
Operating income(4)				132,064		95,451		59,071		45,505		29,670
Net income(4)			$	88,424	$	67,529	$	44,771	$	29,294	$	19,158
Basic earnings per ordinary share(4)(5)			$	0.94	$	0.73	$	0.49	$	0.38	$	0.25
Diluted earnings per ordinary share(4)(5)			$	0.90	$	0.71	$	0.47	$	0.37	$	0.25
Cash dividends declared per ordinary share			$	0.05	$	0.038	$	0.032	$	0.025	$	0.025
Number of weighted average shares used for per share calculations(5):
		Basic shares		94,147		92,203		90,875		77,796		75,700
		Diluted shares		98,042		95,705		94,440		79,513		76,506
BALANCE SHEET DATA:
Total assets(5)				1,258,764		1,044,667		703,341		627,075		404,611
Long-term liabilities				51,520		36,000		12,530		9,969		9,177

(1)  Gross revenue represents billings on exports to customers, plus net revenue on imports, net of any billings for value added taxes, customs duties and freight insurance premiums whereby we also act as an agent.

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	Gross revenue and freight consolidation costs for airfreight and ocean freight forwarding services, including commissions earned from our services as an authorized agent for airline and ocean carriers and third-party freight insurers, are recognized at the time the freight departs the terminal of origin, which is when the customer is billed. Gross customs brokerage revenue and contract logistics and other revenue are recognized when we bill the customer, which for customs brokerage revenue is when the necessary documentation for customs clearance has been completed, and for contract logistics and other revenue is when the service has been provided to third parties in the ordinary course of business.
(2)	Net revenue is determined by deducting freight consolidation costs from gross revenue. Freight consolidation costs are recognized at the time the freight departs the terminal of origin.
(3)	We acquired SLi, UTi Integrated Logistics, IHD and Unigistix in January 2002, October 2002, June 2004 and October 2004, respectively. Because of these acquisitions, our contract logistics gross and net revenues have increased over our historical levels. Additional information regarding acquisitions and the impact of acquisitions is included in Part II, Item 7 of this report appearing under the caption, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2, “Acquisitions,” in our consolidated financial statements included in this annual report.
(4)	Effective with the fiscal year ended January 31, 2003, operating income and net income, as well as basic and diluted earnings per share, exclude the effect of amortization of goodwill in accordance with the adoption of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets.
(5)	In December 2002, we sold 13,800,000 of our ordinary shares in a public offering. Net proceeds to us totaled approximately $100.0 million (after underwriting discounts and commissions and related transaction expenses).

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

      This management’s discussion and analysis of financial condition and results of operations is intended to provide investors with an understanding of our financial condition, changes in financial condition and results of operations.

      We will discuss and provide our analysis in the following order:

•  Overview

•  Discussion of Operating Results

•  Liquidity and Capital Resources

•  Off-Balance Sheet Arrangements

•  Impact of Inflation

•  Critical Accounting Policies and Use of Estimates

Overview

      We are an international, non-asset-based global integrated logistics company that provides air and ocean freight forwarding, contract logistics, customs clearances, distribution, inbound logistics, truckload brokerage and other supply chain management services. Our business operates in four geographic segments comprised of Europe, the Americas, Asia Pacific and Africa and in each of these geographic segments our principal sources of income include airfreight forwarding, ocean freight forwarding, customs brokerage, contract logistics and other supply chain management services.

      Our recent growth in gross revenue and net revenue for the years ended January 31, 2006 and January 31, 2005, compared to the respective prior year period, resulted from growth which we attribute to the growth of our existing operations, our acquisitions made during the year and generally favorable exchange rates as

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compared to the U.S. dollar. The growth in our existing operations is attributable to serving new clients as well as the increase in business from existing clients, which we collectively refer to as organic growth.

      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.

      In February 2002, we initiated a five-year strategic operating plan which we named NextLeap. NextLeap is our plan designed to help us transition from being a global freight forwarding operator to a global integrated logistics provider offering our customers a comprehensive and integrated range of services across the entire supply chain. NextLeap is a process of expanding and integrating our relationship with our customers and increasing the range of services we offer and provide for our clients through acquisitions and other ways, and thus cannot be measured in terms of “percentage implemented.” Under NextLeap, we are undertaking various efforts to attempt to increase our clients and revenue, improve our operating margins, and train and develop our employees. As of January 31, 2006, we have completed 16 of the 20 quarters covered by NextLeap. We face numerous challenges in trying to achieve our objectives under this strategic plan, including challenges involving attempts to leverage clients’ relationships, improve margins, integrate acquisitions and improve our systems. We also face challenges developing, training and recruiting personnel. This strategic operating plan requires that we successfully manage our operations and growth which we may not be able to do as well as we anticipate. In addition, we have begun the process of developing our next long-term strategic operating plan and there can be no guarantee that we will be successful in developing or implementing our next long term plan. Our industry is extremely competitive and our business is subject to numerous factors beyond our control. We may not be able to successfully implement NextLeap or our next long-term strategic operating plan, and no assurances can be given that our efforts associated with these strategic operating plans will result in increased revenues, improved margins or profitability. If we are not able to increase our revenues and improve our operating margins in the future, our results of operations could be adversely affected.

Effect of Foreign Currency Translation on Comparison of Results

      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 movements 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. Similarly, the opposite effect will occur if these currencies appreciate against the U.S. dollar. Additionally, the assets and liabilities of our international operations are denominated in each country’s local currency. As such, when the values of those assets and liabilities are translated into U.S. dollars, foreign currency exchange rates may adversely impact the net book value of our assets. We cannot predict the effects of foreign currency exchange rate fluctuations on our future operating results.

Description of Services & Revenue Recognition

      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.

      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

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customers plus the fees we receive for our other services. Therefore, our net revenue is influenced by our ability to charge our customers a rate which is higher than the rate we obtain from the airlines, but which is also lower than the rate the customers could otherwise obtain directly from the airlines.

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

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

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

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

      Customs Brokerage. We provide customs clearance and brokerage services with respect to the majority of the shipments we handle as a freight forwarder. We also provide customs brokerage services for shipments handled by our 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 our value-added warehousing services 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 and net revenue excludes transportation costs incurred in providing contract logistics services. We have expanded our contract logistics services with our acquisitions of Perfect Logistics in fiscal 2006, IHD and Unigistix in fiscal 2005, UTi Integrated Logistics in fiscal 2003 and SLi in fiscal 2002.

      Other Supply Chain Management Services. We also provide a range of other supply chain management services, such as domestic road transportation, truckload brokerage, warehousing services, consulting, order

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management, planning and optimization services, outsourced distribution services, developing specialized customer-specific supply chain solutions, and customized distribution and inventory management services.

      Our gross revenue in these capacities includes commissions and fees earned by us and are recognized upon performance. We have expanded our range of other supply chain management services with our acquisitions of Concentrek in fiscal 2006 and Market Transport in March 2006.

Acquisitions

      As a key part of our growth strategy, we continuously evaluate acquisition opportunities in all the markets in which we operate as we seek to continue expanding our service offerings. During the year ended January 31, 2006, we completed several acquisitions of companies and businesses, including Concentrek, Maertens and Perfect Logistics. In March 2006, we acquired Market Transport. These acquisitions, along with our other acquisitions over the past five years, have had, and will have, a significant effect on the comparability of our operating results, increasing gross revenues, net revenues and expenses, over the respective prior periods and to subsequent years, depending on the date of acquisition (i.e., acquisitions made on February 1, the first day of our fiscal year, will only affect a comparison with the prior year’s results). The results of acquired businesses are included in our consolidated financial statements from the dates of their respective acquisitions. We consider the operating results of an acquired company during the first twelve months following the date of its acquisition to be an “acquisition impact” or a “benefit from acquisitions.” Thereafter, we consider the growth in an acquired company’s results to be organic growth. Historically, we have financed acquisitions with a combination of cash from operations and borrowed money. We may borrow additional money in the future to finance acquisitions. From time to time we enter into non-binding letters of intent with potential acquisition targets and we are often in various stages of due diligence and preliminary negotiations with respect to those potential acquisition targets.

      We cannot assure you that we will be able to consummate acquisitions in the future on terms acceptable to us, or at all, in which case our rate of growth may be negatively impacted. We may not be successful in integrating the companies we have acquired, or we acquire in the future, and may not achieve expected cost savings on the anticipated timeframe, if at all. Future acquisitions are accompanied by the risk that the liabilities of such acquired company may not be adequately reflected in the historical financial statements of such company and the risk that such historical financial statements may be based on assumptions that are incorrect or inconsistent with our assumptions. To the extent we make additional acquisitions in the future, the risks associated with our acquisition strategy will be exacerbated. Readers are urged to read carefully all cautionary statements contained in this Form 10-K relating to acquisitions, including, without limitation, those contained under the heading “Risk Factors”, contained in Item 1A of this Form 10-K.

      Effective October 1, 2005, we acquired 100% of the issued and outstanding shares of Concentrek, a third-party contract logistics provider of transportation management and other supply chain solutions headquartered in Grand Rapids, Michigan, for an initial cash payment of $9.6 million, which includes the repayment of debt of $6.9 million. In addition, there is a guaranteed minimum future earn-out payment of $1.2 million due in March 2007. The terms of the acquisition agreement also provide for a net working capital adjustment and four additional earn-out payments up to a maximum of $7.5 million, based on the future performance of Concentrek over each of the four twelve-month periods ending January 31, 2010, inclusive of the guaranteed minimum of $1.2 million due in March 2007. The final purchase price allocation has not yet been determined.

      Effective June 1, 2005, we acquired 100% of the issued and outstanding shares of Perfect Logistics, a third-party contract logistics provider and customs broker headquartered in Taiwan. The initial purchase price was approximately $13.8 million in cash. In addition to the initial payment, the terms of the acquisition agreement provide for four additional payments of up to a maximum U.S. dollar equivalent of approximately $5.6 million in total, based on the future performance of Perfect Logistics over each of the four twelve-month periods ending May 31, 2009.

      We made several smaller acquisitions in fiscal 2006. Effective July 1, 2005, we acquired the business and net assets of Maertens, a Belgium company involved in the national and international transportation and storage of art, antiques and other valuables for a total purchase price of approximately $1.1 million in cash. In

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addition, effective May 1, 2005, we acquired the assets and ongoing contract logistics business of a small transportation management provider in Zealand and effective December 29, 2005 and we acquired 100% of the outstanding shares of Logica, which provides contract logistics services, for $1.2 million. We acquired the remaining outstanding shares of Ilanga, a South African company, of which we had already owned 50%, and UTi Egypt Limited, of which we had already owned 55%. Effective May 31, 2005, we acquired the remaining 49% minority shareholder interest in UTi Eilat Overseas Ltd., our Israeli subsidiary.

      During June 2005, we made the fourth earn-out payment to the sellers of SLi, which was acquired in January 2002. The earn-out payment consisted of a cash payment of $15.4 million and the issuance of 626,901 ordinary shares, which increased our goodwill balance by a total of $30.3 million related to the SLi acquisition.

      During fiscal 2005 we also made a number of acquisitions. Effective October 12, 2004, we acquired 100% of the issued and outstanding shares of Unigistix, a Canadian corporation which serves customers in the telecommunications, apparel, pharmaceuticals and healthcare sectors with integrated e-commerce-based logistics solutions. The initial purchase price was approximately $76.6 million in cash, not including the working capital adjustment and earn-out payments. In addition to the initial payment, the terms of the acquisition agreement provide for a working capital adjustment and two additional payments of up to approximately $6.0 million Canadian dollars (equivalent to approximately $5.2 million as of January 31, 2006) contingent upon the anticipated future growth of Unigistix over each of the two twelve-month periods ending October 31, 2006. During December 2005, we paid the first of two earn-out payments to the sellers of Unigistix, which consisted of a cash payment of approximately $4.0 million. During fiscal 2006, we also made a working capital adjustment payment of approximately $1.2 million.

      Effective June 1, 2004, we acquired 100% of the issued and outstanding shares of IHD, a South African corporation. Effective November 1, 2004, we contributed IHD for a 74.9% share of a partnership formed with a South African black economic empowerment organization (BEE). The purchase price for IHD was approximately $38.6 million in cash. We subsequently entered into a partnership agreement with the BEE, in terms of which a put option was granted to the BEE whereby they have the option to put their 25.1% share of the partnership to us in 2010. The put option has been accounted for by increasing goodwill and minority interest on the balance sheet by approximately $18.5 million. IHD provides logistics and warehousing support and distribution services of pharmaceutical products throughout southern Africa directly to end dispensers as well as to wholesalers.

      Effective February 1, 2004, we acquired 100% of the issued and outstanding shares of ET Logistics and ILEX Consulting, S.L., both of which are Spanish corporations which provide logistics services. In addition to the initial cash purchase price for ET Logistics, the acquisition agreement provided for four contingent earn-out payments which will be calculated based on a multiple of the acquired operation’s future earnings for each of the four fiscal years in the period ending January 31, 2008 in accordance with the modified purchase agreement dated November 3, 2004. During fiscal 2006, we paid the first of four earn-out payments to the sellers of ET Logistics, which consisted of a cash payment of approximately $1.0 million. We also acquired an additional 14% of the issued and outstanding shares of PT Union Trans Internusa (Indonesia) as of February 1, 2004.

      Effective June 1, 2004 and October 28, 2004, we acquired the remaining 27% and 40% of the issued and outstanding shares of UTi (Taiwan) Limited and UTi Tasimacilik Limited, our Turkish subsidiary, respectively.

      In fiscal 2004, effective May 1, 2003 and July 1, 2003, we acquired 100% of the issued and outstanding shares of IndAir Carriers (Pvt) Ltd. (IndAir), an Indian corporation, and 50% of the issued and outstanding shares of Kite Logistics (Pty) Limited (Kite), a South African corporation, respectively. Since IHD owns the remaining 50% issued and outstanding shares of Kite, we acquired those remaining shares effective June 1, 2004 with our acquisition of IHD. Effectively 25.1% of Kite was sold on November 1, 2004 in conjunction with the contribution of IHD into a partnership, as discussed above.

      Subsequent to fiscal 2006, effective March 7, 2006, we acquired Market Transport, a privately held provider of third-party logistics services and multi-modal transportation capacity solutions specializing in truck brokerage, for approximately $197.1 million in cash, a portion of which was used to pay off Market Transport’s outstanding indebtedness. The initial purchase price is subject to certain closing, working capital and tax-

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related adjustments. The acquisition of Market Transport was funded by a combination of our cash reserves and the proceeds of a $150.0 million senior secured six month term credit facility. The final purchase price allocation for this acquisition has not yet been determined.

Reorganization of South African Operations

      In fiscal 2005, we executed the documentation for a transaction designed to qualify our South African operations as black empowered under legislation enacted in South Africa. The transaction did not impact our IHD operations. Pursuant to this transaction, our subsidiary Pyramid Freight (Proprietary) Limited (which we refer to as Pyramid Freight) sold most of its South African operations to a newly-formed corporation called UTi South Africa (Proprietary) Limited (which we refer to as UTiSA). UTiSA also assumed liabilities associated with the transferred businesses.

      The businesses were transferred to UTiSA in exchange for an interest-bearing obligation pursuant to which UTiSA owes Pyramid Freight the principal sum of 680.0 million South African rand (equivalent to $111.7 million as of January 31, 2006). Under the terms of this loan, the outstanding balance bears interest at an effective annual rate of 14.5%. Three months prior to the fifth anniversary of the loan, the parties are to meet to negotiate the terms of repayment of the outstanding principal on the loan. If the parties are unable to agree on the terms of repayment, the outstanding principal and any remaining accrued and unpaid interest thereon are repayable in full on demand. UTiSA has the right to prepay the loan without penalty.

      UTiSA was formed for the purpose of this transaction and approximately 75% of its outstanding share capital is held by Pyramid Freight with the remaining approximately 25% held by the UTi Empowerment Trust, a trust registered in South Africa (which we refer to as the Empowerment Trust). The Empowerment Trust was established to provide broad-based educational benefits to UTi’s staff in South Africa and their dependants. The transaction allows the Empowerment Trust to, in substance, share in approximately 25% of the future net income of UTi’s current South Africa operations (excluding IHD) above fiscal 2005 net income levels.

      The Empowerment Trust and Pyramid Freight also entered into a shareholders agreement which provides for the method of appointing directors by the parties and contains other provisions concerning board and shareholder meetings, preemptive rights, rights of first refusal and other matters.

Discussion of Operating Results

      The following discussion of our operating results explains material changes in our consolidated results of operations for fiscal 2006 and fiscal 2005 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 in Part I, Item 1A under the heading, “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 U.S. dollars and in accordance with U.S. GAAP.

Geographic Segment Operating Results

      We manage our business through four geographic segments comprised of Europe, the Americas, Asia Pacific and Africa, which offer similar products and services. Each geographic segment is managed regionally by executives who are directly accountable to and maintain regular contact with our Chief Executive Officer to discuss operating activities, financial results, forecasts and plans for each geographic region.

      For segment reporting purposes by geographic region, airfreight and ocean freight forwarding gross 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. Our gross and net revenues and operating income by operating segment for the fiscal years ended January 31, 2006 and

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2005, along with the dollar amount of the changes and the percentage changes between the time periods shown, are set forth in the following tables (in thousands):

		Year Ended January 31,
		2006							2005
		Gross		Net		Operating			Gross		Net		Operating
		Revenue		Revenue		Income			Revenue		Revenue		Income
Europe		$	693,661	$	209,165	$	35,628		$	582,428	$	176,425	$	27,323
Americas			698,222		373,859		33,084			562,853		286,760		22,414
Asia Pacific			854,717		136,358		42,679			681,532		109,159		34,991
Africa			538,975		247,022		45,576			432,980		201,437		30,020
Corporate			—		—		(24,903	)		—		—		(19,297	)
	Total	$	2,785,575	$	966,404	$	132,064		$	2,259,793	$	773,781	$	95,451

		Change to Year Ended January 31, 2006
		from Year Ended January 31, 2005
		Amount							Percentage
		Gross		Net		Operating			Gross			Net			Operating
		Revenue		Revenue		Income			Revenue			Revenue			Income
Europe		$	111,233	$	32,740	$	8,305			19	%		19	%		30	%
Americas			135,369		87,099		10,670			24			30			48
Asia Pacific			173,185		27,199		7,688			25			25			22
Africa			105,995		45,585		15,556			24			23			52
Corporate			—		—		(5,606	)		—			—			(29	)
	Total	$	525,782	$	192,623	$	36,613			23	%		25	%		38	%

		Year Ended January 31,
		2005							2004
		Gross		Net		Operating			Gross		Net		Operating
		Revenue		Revenue		Income			Revenue		Revenue		Income
Europe		$	582,428	$	176,425	$	27,323		$	424,457	$	129,404	$	11,050
Americas			562,853		286,760		22,414			449,381		252,378		15,847
Asia Pacific			681,532		109,159		34,991			430,376		86,489		25,886
Africa			432,980		201,437		30,020			198,661		127,870		17,782
Corporate			—		—		(19,297	)		—		—		(11,494	)
	Total	$	2,259,793	$	773,781	$	95,451		$	1,502,875	$	596,141	$	59,071

		Change to Year Ended January 31, 2005
		from Year Ended January 31, 2004
		Amount							Percentage
		Gross		Net		Operating			Gross			Net			Operating
		Revenue		Revenue		Income			Revenue			Revenue			Income
Europe		$	157,971	$	47,021	$	16,273			37	%		36	%		147	%
Americas			113,472		34,382		6,567			25			14			41
Asia Pacific			251,156		22,670		9,105			58			26			35
Africa			234,319		73,567		12,238			118			58			69
Corporate			—		—		(7,803	)		—			—			(68	)
	Total	$	756,918	$	177,640	$	36,380			50	%		30	%		62	%

      All of our regions reported improvements in gross and net revenues as well as in operating income for fiscal 2006 when compared to fiscal 2005.

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      Our Europe region showed improvements in gross and net revenues for fiscal 2006 versus fiscal 2005 primarily due to organic growth in airfreight forwarding revenues, which were driven primarily by higher shipment volumes in our Spanish operations during fiscal 2006 compared to fiscal 2005 and to increases in our contract logistics gross and net revenues during fiscal 2006 compared to fiscal 2005. The impact of exchange rates on our gross and net revenues for our Europe region as compared to the U.S. dollar in fiscal 2006 when compared to fiscal 2005 was estimated to be less than 2%. The improvement in operating income in the Europe region in fiscal 2006 as compared to fiscal 2005 was due primarily to the benefits of network density whereby more revenues were generated in the region without a corresponding increase in the Europe region’s operating costs.

      The increase in gross and net revenues in the Americas region for fiscal 2006 as compared to fiscal 2005 was due primarily to higher gross and net revenues from our contract logistics services, resulting from both an increase in business due to organic growth and to the impact of our Unigistix and Concentrek acquisitions, which were completed in October 2004 and October 2005, respectively. During fiscal 2006, our Americas’ gross and net revenues also benefited from increased ocean freight forwarding gross and net revenues when compared to the corresponding prior year periods. These increases in ocean freight forwarding gross and net revenues were primarily driven by increased volumes in the region for fiscal 2006 when compared to the prior year as we intentionally sought to grow our ocean freight forwarding business. Additionally, our acquisition of Concentrek in October 2005 contributed to the increase in gross and net revenues in the Americas region for fiscal 2006 as compared to fiscal 2005. Our percentage increase in operating income in the Americas’ region for fiscal 2006 versus fiscal 2005 was higher than our percentage increase in net revenues during the same period as we were successful in holding the increases in operating costs to a lower rate of growth than our growth in net revenues. We expect our gross and net revenues in the Americas region to increase in the year ending January 31, 2007 (which we refer to as fiscal 2007) compared to fiscal 2006 due to our recent acquisition of Market Transport in March 2006.

      Gross and net revenues in our Asia Pacific region increased during fiscal 2006 when compared to fiscal 2005 primarily due to organic growth, resulting from higher overall export shipment volumes especially out of China and Hong Kong. Additionally, our acquisition of Perfect Logistics in June 2005 contributed to the increase in gross and net revenues in our Asia Pacific region for fiscal 2006 as compared to fiscal 2005. At the operating income line, Asia Pacific continued to be our region with the highest operating profit margin, calculated by dividing operating income for the region by net revenues for the region, reporting 31% for fiscal 2006. The higher operating profit margin in this region resulted primarily from having a lower cost structure than our other regions.

      The increases in gross and net revenues during fiscal 2006 when compared to fiscal 2005 for our Africa region resulted primarily from organic growth in all of our service lines due to increased levels of business. Contract logistics gross and net revenues for fiscal 2006 compared to fiscal 2005 also benefited from the contributions from our IHD acquisition, which was completed in June 2004. The impact of exchange rates on our gross and net revenues for this region as compared to the U.S. dollar in fiscal 2006 when compared to fiscal 2005 was estimated to be less than 1%. Our Africa region’s operating income for fiscal 2006 grew at faster rates than our growth rates for net revenues for fiscal 2006 in this region because we focused on improving our operating profit margin, calculated by dividing operating income for the region by net revenues for the region, by increasing revenues while holding costs in check so that they increase at a slower rate than net revenues.

      Because of the integrated nature of our business, with global customers being served by more than one of our geographic regions and with at least two regions often operating together to carry out our freight forwarding services, we also analyze our revenues by type of service in addition to looking at our results by geographic regions.

      By service line, our total increase of $525.8 million, or 23%, in gross revenue in fiscal 2006 over fiscal 2005 was due to increases in airfreight forwarding of $196.4 million, ocean freight forwarding of $153.4 million, contract logistics of $131.5 million, other revenue of $41.1 million and customs brokerage of $3.4 million.

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      We estimate that organic growth accounted for approximately $454.1 million of the aggregate increases in gross revenue for fiscal 2006 versus fiscal 2005, while the balance of the growth for the period was comprised of the impact of acquisitions and to a lesser degree, the impact of favorable exchange rates as compared to the U.S. dollar.

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

      The 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,
		2006			2005			2004
Net revenues:
	Airfreight forwarding		30	%		33	%		33	%
	Ocean freight forwarding		12			13			13
	Customs brokerage		8			10			11
	Contract logistics		39			33			32
	Other		11			11			11
Total net revenues			100			100			100
Operating expenses:
	Staff costs		53			51			53
	Depreciation and amortization		2			3			2
	Amortization of intangible assets		*			*			*
	Other operating expenses		30			33			34
Operating income			14			12			10
Interest income			1			1			1
Interest expense			(1	)		(1	)		(1	)
(Losses)/gains on foreign exchange			*			*			*
Pretax income			13			12			10
Provision for income taxes			4			3			2
Minority interests			*			*			*
Net income			9	%		9	%		8	%

*  Less than one percent.

Year Ended January 31, 2006 Compared to Year Ended January 31, 2005

      Net revenue increased $192.6 million, or 25%, to $966.4 million for fiscal 2006 compared to $773.8 million for fiscal 2005. Our net revenue increase resulted primarily from organic growth from operations in all our geographic regions totaling approximately $149.2 million, contributions from our acquisitions made during the current year as well as from IHD and Unigistix, which were acquired during fiscal 2005, and the impact of generally favorable exchange rates as compared to the U.S. dollar during fiscal 2006 when compared to fiscal 2005. On a constant currency basis when we translate our fiscal 2006 results using currency exchange rates in

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effect for fiscal 2005, we estimate that acquisitions and favorable exchange rates accounted for approximately $40.1 million and $3.3 million, respectively, of the net revenue increase for fiscal 2006 versus fiscal 2005.

      Airfreight forwarding net revenue increased $37.7 million, or 15%, to $291.0 million for fiscal 2006 compared to $253.3 million for the prior year. This increase primarily resulted from organic growth in all of our regions which totaled approximately $36.8 million and from the impact of favorable exchange rates as compared to the U.S. dollar in fiscal 2006 when compared to fiscal 2005. Our organic growth resulted primarily from higher airfreight shipment volumes in our Asia Pacific and Europe regions, which resulted in higher airfreight forwarding net revenue during fiscal 2006 when compared to fiscal 2005.

      Ocean freight forwarding net revenue increased $19.4 million, or 20%, to $118.3 million for fiscal 2006 compared to $98.9 million for fiscal 2005. This increase was due primarily to organic growth in all of our regions, but particularly noticeable in the Asia Pacific, Africa and Americas regions, resulting from higher ocean freight shipment volumes during fiscal 2006 when compared to fiscal 2005.

      Customs brokerage net revenue increased $3.1 million, or 4%, to $78.5 million for fiscal 2006 compared to $75.4 million for the prior year. Customs brokerage net revenue increased primarily as a result of organic growth in our Africa and Europe regions.

      Contract logistics net revenue increased $113.6 million, or 44%, to $370.7 million for fiscal 2006 compared to $257.1 million for fiscal 2005. This increase resulted primarily from organic growth in all our regions, but particularly noticeable in the Americas region, which was driven primarily by new business. The increase is also attributable to the impact of our acquisitions, including Perfect Logistics which we acquired in fiscal 2006 and IHD and Unigistix which were acquired in fiscal 2005. We estimate that about one-third of the increase in contract logistics net revenue for fiscal 2006 was due to the impact of these acquisitions.

      Other net revenue, which includes revenue from our other supply chain management services including transportation management and outsourced distribution services, increased $18.7 million, or 21%, to $107.8 million for fiscal 2006 compared to $89.1 million for fiscal 2005. This increase was primarily due to organic growth in our Americas and Africa regions, as well as the impact of our acquisitions of Concentrek and Maertens in the fiscal 2006. We expect our other net revenue to increase in fiscal 2007 compared to fiscal 2006 due to our recent acquisition of Market Transport in March 2006.

      Staff costs increased $117.0 million, or 29%, to $514.8 million for fiscal 2006 from $397.8 million for the prior year, primarily as a result of increased resources to accommodate the increase in business activity and the addition of personnel in connection with our acquisitions of Perfect Logistics and Concentrek in fiscal 2006 and IHD and Unigistix in fiscal 2005, which we estimated were responsible for approximately 13% of the total increase. Additionally, we added several experienced people with strong customer relationships to our sales team during fiscal 2006 and we are currently still recruiting additional salespeople. These experienced new hires are included in the staff costs for fiscal 2006 from their date of hire and will add to staff costs going forward. Furthermore, we have incurred additional staff costs due to changes made in our Brazilian management team in fiscal 2006. Stock compensation expense increased by approximately $4.6 million in fiscal 2006 compared to fiscal 2005 primarily as a result of restricted stock units issued to directors, officers and employees under our share-based compensation plans. This expense relating to retention based awards commenced in the later part of fiscal 2005 when they were allocated. These awards are expensed evenly over their vesting period. In addition, we recognized stock compensation expense in respect of performance based stock awards because it became probable in fiscal 2006 that the performance criteria would be achieved. We expect stock compensation expense to increase to approximately $12.9 million in fiscal 2007 due to the adoption of SFAS No. 123 (revised 2004), Share-Based Payment, as follows: in the first quarter ending April 30, 2006 approximately $4.9 million, approximately $2.7 million for each of the second and third quarters and approximately $2.6 million in the last quarter of fiscal 2007. We also expect staff costs to increase in fiscal 2007 due to the increase in specialized staff required for our 4asONE key initiative, which is the migration of our operational freight forwarding systems into a single operating platform and which will eventually encompass all of our operational systems. Total staff costs expressed as a percentage of net revenues increased to 53% in fiscal 2006 from 51% in fiscal 2005.

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      Depreciation and amortization expense increased by $2.5 million, or 13%, to $22.0 million for fiscal 2006 over fiscal 2005 primarily due to capital spending during fiscal 2006, along with the impact of our acquisitions, and to a lesser degree, the impact of exchange rates as compared to the generally weakening U.S. dollar during fiscal 2006 as compared to fiscal 2005.

      Amortization of intangible assets expenses is expected to increase in fiscal 2007. Our recent acquisition of Market Transport, in March 2006, is expected to increase amortization of intangible assets expenses by approximately $4.0 million in fiscal 2007 from fiscal 2006, based on our preliminary purchase price allocation.

      Other operating expenses increased by $33.8 million, or 13%, to $292.9 million in fiscal 2006 compared to $259.1 million for fiscal 2005. These expenses increased primarily because of the increased costs associated with the higher volumes and organic growth experienced by the company and secondarily from the additional operating costs incurred by our acquisitions which we made during fiscal 2006 as well as the IHD and Unigistix acquisitions. Approximately $9.8 million of the increase was due to the impact of our acquisitions. Included in other operating expenses for fiscal 2006 are facilities and communications costs of $103.0 million compared to $83.8 million of such costs for fiscal 2005, representing an increase of 23%. Facilities and communications costs increased primarily as a result of the addition of new locations, including locations acquired with our acquisitions, in fiscal 2006 as compared to fiscal 2005. The balance of the other operating expenses is comprised of selling, general and administrative costs. For fiscal 2006, selling, general and administrative costs increased 8% to $189.9 million compared to $175.3 million for fiscal 2005. The increase in selling, general and administrative costs was primarily a result of the increased level of business activity, and, to a lesser degree, the impact of our acquisitions, including IHD and Unigistix. As we manage our business, we continue to focus on our other operating expense line items. In this regard, we set ourselves specific cost budgets and manage to these budgets by seeking to limit or even possibly reduce expenditures where possible in specific line items to offset both planned and unplanned increases in others. For example, the increases in fiscal 2006 in other operating expenses described above were partially offset by reducing, when compared to fiscal 2005, our provision for bad debts as a result of our bad debt experience and continued improvement in our accounts receivable management. When expressed as a percentage of net revenue, other operating expenses decreased to 30% for fiscal 2006 from 33% for fiscal 2005 due to our efforts in holding increases in operating costs to a lower rate of growth than our growth in net revenues. In our experience, our contract logistics operations typically incur a lower ratio of other operating expenses compared to net revenues than our other service lines, and if this service line increases as a percentage of our aggregate net revenues, we currently anticipate that other operating expenses expressed as a percentage of net revenues to decrease.

      Our interest income relates primarily to interest earned on our cash deposits, while our interest expense consists primarily of interest on our credit facilities and capital lease obligations. Interest income and interest expense increased in fiscal 2006 as compared to fiscal 2005 by $0.8 million, or 20%, and $4.2 million, or 92%, respectively. Our interest income increased primarily as a result of higher interest rates. Our interest expense increased primarily due to higher levels of borrowings and higher interest rates in fiscal 2006 compared to fiscal 2005 resulting from cash being used for our acquisitions made during the current fiscal year, as well as the earn-out payment made in our second quarter of fiscal 2006 for SLi, and to an increase in our capital lease obligations in fiscal 2006 versus fiscal 2005.

      We anticipate our interest income to decrease in fiscal 2007 due to our expected utilization of our cash resources primarily in respect of contingent earn-out payments and our recent acquisition of Market Transport. We also expect our interest expense to increase in fiscal 2007 due to the interest expense associated with the addition of a new $150.0 million senior, secured term loan credit facility we obtained in connection with our recent acquisition of Market Transport in March 2006. We are seeking to replace the $150.0 million senior, secured term loan credit facility with an alternative long-term debt financing of up to $200.0 million, which we expect to further increase our interest expense in fiscal 2007 compared to fiscal 2006.

      Our effective income tax rate of 28% in fiscal 2006 was higher than the effective income tax rate of 27% in the prior year. Our overall effective tax rate is impacted by the geographic composition of our worldwide earnings and in fiscal 2005, we had a higher proportion of taxable income generated in jurisdictions with lower tax rates than in fiscal 2006.

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      Minority interests increased, causing net income to decrease, by $1.5 million, or 55%, to $4.2 million in fiscal 2006 as compared to fiscal 2005 primarily due to the minority interests in the income of our South African operations which arose in December 2004 when those operations were reorganized. We expect this trend to continue into fiscal 2007.

      Net income increased by $20.9 million, or 31%, to $88.4 million in fiscal 2006 as compared to the prior year for the reasons listed above.

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

      Net revenue increased $177.7 million, or 30%, to $773.8 million for fiscal 2005 compared to $596.1 million for fiscal 2004. Overall, our net revenue benefited from organic growth from all our operations, from the impact of acquisitions made during fiscal 2005 as well as from favorable exchange rates as compared to the U.S. dollar. On a constant currency basis when we translate our fiscal 2005 results using currency exchange rates in effect for fiscal 2004, we estimate that acquisitions and favorable exchange rates accounted for approximately $34.0 million and $51.8 million, respectively, of the net revenue increase for fiscal 2005 versus the prior fiscal year.

      Airfreight forwarding net revenue increased $54.5 million, or 27%, to $253.3 million for fiscal 2005 compared to $198.8 million for the prior year. This increase primarily resulted from organic growth in all regions and favorable exchange rates as compared to the U.S. dollar in fiscal 2005 when compared to fiscal 2004, mostly in our Africa and Europe regions, due to changes in the South African rand and the euro, respectively, compared to the U.S. dollar. Airfreight volumes increased in all regions, although the benefit of this increase was offset by the higher carrier costs, resulting in lower airfreight yields overall in fiscal 2005 when compared to fiscal 2004. We experienced our highest volume growth for fiscal 2005 in Asia and Africa.

      Ocean freight forwarding net revenue increased $23.8 million, or 32%, to $98.9 million for fiscal 2005 compared to $75.1 million for fiscal 2004. This increase was due primarily to increased volumes in fiscal 2005 versus fiscal 2004 especially in the Africa and Asia Pacific regions, which offset our decline in yields caused by price increases from ocean carriers which were typically passed through to customers at lower margins than we have historically experienced.

      Customs brokerage net revenue increased $9.9 million, or 15%, to $75.4 million for fiscal 2005 compared to $65.5 million for fiscal 2004. Customs brokerage net revenue increased primarily as a result of the higher shipping volumes resulting from increased demand for our airfreight and ocean freight services.

      Contract logistics net revenue increased $64.1 million, or 33%, to $257.1 million for fiscal 2005 compared to $193.0 million for the prior year. We estimate that approximately 51% of this increase for fiscal 2005 was due to the acquisitions of IHD and Unigistix during fiscal 2005.

      Other net revenue, which includes revenue from our other supply chain management services including outsourced distribution services, increased $25.4 million, or 40%, to $89.1 million for fiscal 2005 compared to $63.7 million for fiscal 2004. This increase was due primarily to organic growth particularly in the Americas and Africa regions, as well as from favorable exchange rates as compared to the U.S. dollar.

      Staff costs increased $79.1 million, or 25%, to $397.8 million for fiscal 2005 from $318.7 million for the prior year. Staff costs were higher in fiscal 2005 as compared to fiscal 2004 because of increased resources to accommodate the increase in business activity, an increase in reported staff costs in the Europe and Africa regions over the prior year as a result of the stronger euro and South African rand, respectively, as compared to the U.S. dollar during the year and the addition of personnel in connection with our acquisitions of IHD and Unigistix, which we estimated accounted for approximately $13.1 million of the total increase. Total staff costs expressed as a percentage of net revenues decreased from 53% in fiscal 2004 to 51% in fiscal 2005. This decrease when expressed as a percentage of net revenues was primarily related to an increase in these costs at a slower rate of growth than the increase in net revenue. Staff costs are the largest component of operating expenses and we strive to manage these costs in relation to net revenue growth.

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      Depreciation and amortization expense increased by $4.6 million, or 31%, for fiscal 2005 over fiscal 2004 to $19.4 million primarily due to increases in capital spending for computer equipment and fixtures and fittings during the period, along with the impact of fiscal 2005 business acquisitions and the full year impact of fiscal 2004 business acquisitions. Depreciation and amortization expense increased slightly to 3% of net revenue in fiscal 2005 as compared to 2% in the prior year when expressed as a percentage of net revenues for the periods.

      Other operating expenses increased by $56.2 million, or 28%, to $259.1 million in fiscal 2005 compared to $202.9 million for fiscal 2004. Generally these expenses increased because of the increased costs associated with the higher volumes and organic growth experienced by the company, as well as an increase in reported costs in the Europe and Africa regions in fiscal 2005 over the prior year as a result of the stronger euro and South African rand, respectively, as compared to the U.S. dollar during the year. In addition, operating costs as a result of the acquisitions of IHD and Unigistix, accounted for approximately $10.0 million of the total increase in other operating expenses in fiscal 2005. Included in other operating expenses for fiscal 2005 are facilities and communications costs of $83.8 million compared to $67.7 million of such costs for the prior fiscal year. Facilities and communications costs increased primarily as a result of the addition of new locations in fiscal 2005 as compared to the prior fiscal year, including those acquired with IHD and Unigistix. The balance of the other operating expenses is comprised of selling, general and administrative costs. For fiscal 2005, selling, general and administrative costs were $175.3 million compared to $135.2 million for the same prior year period. The increase in selling, general and administrative costs was primarily a result of the increased level of business activity, the increase in reported costs in the Europe and Africa regions over the prior year as a result of the stronger euro and South African rand, respectively, as compared to the U.S. dollar during the year. In addition the acquisitions of IHD and Unigistix during the year increased other operating expenses (estimated to be $6.0 million). When expressed as a percentage of net revenue, other operating expenses decreased to 33% for fiscal 2005 from 34% for fiscal 2004.

      Our interest income relates primarily to interest earned on our cash deposits, while our interest expense consists primarily of interest on our credit facilities and capital lease obligations. Both interest income and interest expense decreased in fiscal 2005 as compared to fiscal 2004 by $2.8 million, or 40%, and $1.3 million, or 21%, respectively, due to the cash used in our acquisitions and the additional working capital requirements for the increase in business activity during fiscal 2005.

      The effective income tax rate increased to 27% in fiscal 2005 compared to 22% in the prior year. The effective income tax rate increased in fiscal 2005 as compared to fiscal 2004, primarily due to a change in the geographic composition of our worldwide taxable income when compared to the prior year.

      Net income increased by $22.8 million, or 51%, to $67.5 million in fiscal 2005 as compared to the prior year for the reasons listed above.

Liquidity and Capital Resources

      As of January 31, 2006, our cash and cash equivalents totaled $246.5 million, representing an increase of $68.4 million from January 31, 2005, as a result of generating a net amount of $72.3 million of cash in our operating, investing and financing activities offset by a negative impact of $3.9 million related to the effect of foreign exchange rate changes on our cash balances. Historically, 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 2006, we generated approximately $131.0 million in net cash from operating activities. This resulted from net income of $88.4 million plus depreciation and amortization of intangible assets totaling $26.6 million and other items totaling $8.2 million, plus an increase in trade payables and other current liabilities of $61.9 million which was offset by an increase in trade receivables and other current assets of $54.1 million. The increases in trade receivables and other current assets and trade payables and other current liabilities of fiscal 2006 were primarily due to increased levels of business in all of our geographic regions during fiscal 2006 as compared to the comparable prior year period.

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      During fiscal 2006, cash used for capital expenditures was approximately $17.8 million, consisting primarily of computer hardware and software and furniture, fixtures and fittings. Based on our current operations, we expect our capital expenditures to grow in line with an increase in our business operations for fiscal 2007.

      During fiscal 2006, we used an aggregate of $53.2 million of cash for acquisitions and contingent earn-out payments, including $13.1 million and $9.2 million, net of cash acquired, for our acquisitions of Perfect Logistics and Concentrek, respectively. Approximately $15.4 million of cash was used for the cash portion of the earn-out payment made in connection with our acquisition of SLi and approximately $5.2 million for the first of two earn-out payments and a working capital adjustment made in connection with our acquisition of Unigistix.

      Future earn-out payment calculations may result in a significant use of cash. In the case of our acquisition of SLi, where the acquisition agreement requires the earn-out payment to be made in the form of ordinary shares at a deemed price of $5.27 per ordinary share, the sellers have accepted cash payments or a combination of cash and ordinary shares in the past and we expect that they will accept a cash payment or a combination of cash and ordinary shares for the final earn-out-payment, which, based on year-to-date results and the current share price of our ordinary shares, we expect could be in the range of $50.0 million to $60.0 million. Future earn-out payments include the remaining contingent earn-out payment related to our acquisition of SLi, which is scheduled for the second quarter of fiscal 2007 and three remaining contingent earn-out payments related to our acquisition of ET Logistics which will be calculated based on the future performance of the acquired operation for each of the fiscal years in the three-year period ending January 31, 2008. There are no contractual limits on the amounts that may be payable under the contingent earn-out payment terms for SLi or ET Logistics as they are contingent on the earnings of each of the acquired businesses; however, we anticipate that the contingent cash earn-out payments would generally be funded from a combination of our current cash balances, cash generated from future operations and future debt financing. Our one remaining contingent earn-out payment related to our acquisition of Unigistix is to be calculated based on a multiple of the acquired operation’s future earnings for the twelve-month period ending October 31, 2006 and which is subject to a maximum of approximately 2.0 million Canadian dollars (equivalent to approximately $1.8 million as of January 31, 2006), calculated after the first payment of approximately $4.0 million made in December 2005. Our acquisition of Perfect Logistics contains four earn-out payments which will be based on the acquired operation’s future earnings over each of the four twelve-month periods in the period ending May 31, 2009 and which are subject to a cumulative maximum U.S. dollar equivalent of approximately $5.6 million. In addition, we anticipate making four contingent earn-out payments, totaling at least $1.2 million and subject to a maximum of $7.5 million, related to our acquisition of Concentrek which will be calculated based on a multiple of the acquired operation’s future earnings for each of the four twelve-month periods in the period ending January 31, 2010 and four contingent earn-out payments related to our acquisition of Logica which will be calculated based on a multiple of the acquired operation’s future earnings for each of the four twelve-month periods in the period ending January 31, 2010 and which are subject to a maximum of 10.0 million euros (equivalent to approximately $12.1 million as of January 31, 2006) and offset against the initial purchase price.

      Our financing activities during fiscal 2006 provided $11.3 million of cash, primarily due to net increased long-term borrowings of $8.2 million, which related primarily to our purchase of Perfect Logistics, plus $10.8 million of net proceeds from the issuance of ordinary shares resulting from the exercise of stock options granted to employees and directors, partially offset by dividends paid during the period of $4.7 million and repayments of capital lease obligations totaling $5.7 million. We expect to use approximately $5.7 million of cash in the second quarter of fiscal 2007 for the payment of dividends on our ordinary shares as declared by our board of directors on March 29, 2006.

      In March 2006, we completed the acquisition of Market Transport for $197.1 million in cash. The acquisition was funded by a combination of our cash reserves and the proceeds from a new $150.0 million senior secured six-month term credit facility with LaSalle Bank National Association, which we refer to as LaSalle, as agent, and various other lenders. Additional information regarding this $150.0 million senior secured six-month term credit facility is discussed in this item under “Credit Facilities.”

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Credit Facilities

      We have various credit and guarantee facilities established in countries where such facilities are required for our business. At January 31, 2006, these facilities totaled $323.7 million and provided for borrowing capacities from approximately $0.1 million to $65.0 million totaling $209.6 million, and also provided for guarantees, which are a necessary part of our business, totaling $114.1 million. Our outstanding borrowings under these credit facilities totaled $95.2 million at January 31, 2006 and we had approximately $114.4 million of available, unused borrowing capacity under these facilities. Certain of these credit facilities have financial covenants, with which the company was in compliance as of January 31, 2006.

      Due to the global nature of our business, we utilize a number of different financial institutions to provide these various facilities. Consequently, the use of a particular credit facility is normally restricted to the country in which it originated and a particular credit facility may restrict distributions by the subsidiary operating in the country. 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 0.6% to 9.5% at January 31, 2006. 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. The customs bonds and guarantees relate primarily to our obligations for credit that is extended to us in the ordinary course of business by direct carriers, primarily airlines, and for duty and tax deferrals granted by governmental entities responsible for the collection of customs duties and value-added taxes. The total underlying amounts that are due and payable by us for transportation costs and governmental excises are recorded as liabilities in our financial statements. Therefore, no additional liabilities have been recorded for these guarantees in the unlikely event that the guarantor company was to be required to perform as those liabilities would be duplicative. While the majority of our borrowings are due and payable within one year, we believe we should be able to renew such facilities on commercially reasonable terms.

      Our largest credit facility as of January 31, 2006 was a senior revolving credit facility agreement with Nedbank in South Africa (Nedbank SA), which provides for an aggregate credit facility of 480.0 million South African rands (equivalent to approximately $78.9 million as of January 31, 2006). Of this facility, approximately $41.1 million is available for overdrafts, $24.7 million is available for guarantees and standby letters of credit, $11.5 million is available for capital leases and $1.6 million is available for foreign exchange contracts. As with our Nedbank Limited facility in the United Kingdom (Nedbank UK) (discussed below) and with other facilities we have had with Nedbank in the past, this facility is available on an ongoing basis until further notice, subject to Nedbank SA’s credit review procedures and may be terminated by the bank at any time. In the event this credit facility is terminated by the bank, we would be required to seek replacement financing which could involve selling equity securities or incurring debt from another lender which may not be on terms as advantageous as those we obtained from Nedbank SA. The facility is secured by cross guarantees and indemnities of selected subsidiary companies.

      Our second largest credit facility as of January 31, 2006 was a senior revolving syndicated credit facility agreement between certain of our subsidiaries in the United States and LaSalle, as agent, and various other lenders, which provides for up to $65.0 million of borrowings based on a formula of eligible accounts receivable primarily for use in our operations in the United States. The credit facility is secured by substantially all of the assets of our U.S. subsidiaries, excluding Market Transport and Concentrek, as well as a pledge of the stock of the U.S. subsidiaries, excluding Market Transport and Concentrek. This credit facility matures in August 2007 and contains financial and other covenants and restrictions applicable to our U.S. operations, excluding Market Transport and Concentrek, and a change of control provision applicable to changes at the U.S. holding company level. This agreement limits the right of the affected U.S. operating company to distribute funds to holding companies.

      As of January 31, 2006, we also had a credit facility with Nedbank UK, totaling $60.0 million. We entered into this credit facility in September 2005 as a replacement for our prior credit facility with Nedbank UK which was denominated in British pounds sterling. This facility is primarily used for guarantees and standby letters of credit to secure banking facilities and for guaranteeing performance undertakings of our

46

subsidiary companies with $6.0 million available for foreign exchange contracts. Aggregate borrowing availability under this credit facility includes a revolving short-term loan of up to $30.0 million. The facility is available on an ongoing basis until further notice, subject to Nedbank UK’s credit review procedures and may be terminated by the bank at any time. In the event this credit facility is terminated by the bank, we would be required to seek replacement financing which could involve selling equity securities or incurring debt from another lender which may not be on terms as advantageous as those we obtained from Nedbank UK. The facility is secured by cross guarantees and indemnities of selected subsidiary companies.

      Effective March 7, 2006, we entered into a new $150.0 million senior, secured term loan credit facility, which we refer to as the Bridge Facility. This credit facility matures on September 7, 2006 and contains financial and other covenants. The Bridge Facility is with a syndication of various financial institutions with LaSalle as administrative agent for the lenders. We entered into the Bridge Facility to provide short-term financing for our acquisition of Market Transport. The Bridge Facility is secured by a pledge of all the shares of Market Transport and each of its subsidiaries. Our obligations under the Bridge Facility are guaranteed by us and selected subsidiaries. At our election, amounts outstanding under the Bridge Facility bear interest at (i) the greater of LaSalle’s prime rate or the overnight federal funds rate plus 0.5%, or (ii) LIBOR plus 1.25%. To repay the Bridge Facility, we are seeking replacement alternative long-term debt financing of up to $200.0 million. In addition, we are also commencing the process of proceeding with a new $250.0 million worldwide revolving credit facility which, if completed, will replace substantially all our other existing credit facilities.

      In 2004, we filed a prospectus as part of a registration statement on Form S-3 with the SEC, using a “shelf” registration process. Under this shelf process, we may sell from time to time any combination of the securities in one or more offerings up to an aggregate dollar amount of proceeds of $250.0 million. The securities described in the prospectus include, ordinary shares, class A preferred stock, class B preferred stock, debt securities, warrants to purchase ordinary shares, warrants to purchase class A preferred stock and warrants to purchase class B preferred stock. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of the securities being offered and of the offering. We may offer and sell the securities pursuant to this prospectus from time to time in one or more of the following ways: through underwriters or dealers, through agents, directly to purchasers or through a combination of any of these methods of sales. Proceeds from the sale of these securities may be used for general corporate purposes, which may include repayment of indebtedness, working capital and potential business acquisitions, including potential earn-out payments related to acquisitions.

Contractual Obligations

      At January 31, 2006, we had the following contractual obligations (in thousands):

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

(1)	Includes estimated interest expense based on the variable interest rates on these obligations.
(2)	Includes interest expense due to the fixed nature of interest rates on these obligations.

      The amounts in the above table do not include the $150.0 million outstanding under the Bridge Facility, which we entered into in March 2006. The Bridge Facility matures on September 7, 2006.

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      We believe that with our current cash position, various bank credit facilities, operating cash flows, and the replacement alternative long-term debt financing and new revolving credit facility which we currently anticipate will be available to us, we have sufficient means to meet our working capital and liquidity requirements for the foreseeable future as our operations are 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 7A. Quantitative and Qualitative Disclosures about Market Risk.”

Off-Balance Sheet Arrangements

      Other than operating lease obligations, which are included in the preceding contractual obligations table, we have no material off-balance sheet arrangements.

Impact of Inflation

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

Critical Accounting Policies and Use of 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 uncollectible 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, “Summary of Significant Accounting Policies,” in the consolidated financial statements included in this report; however, we believe that certain accounting policies are more critical to our financial statement preparation process than others. These include our policies on revenue recognition, income taxes, allowance for doubtful receivables, goodwill and other intangible assets, 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. Certain costs, related primarily to ancillary services, are estimated and accrued at the time the services are provided, and adjusted upon receipt of the suppliers’ final invoices.

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Income Taxes

      Our overall effective income tax rate is determined by the geographic composition of our worldwide taxable income, with some of our operations in countries with low effective income tax rates. Consequently our provision of tax expense on an interim basis is based on an estimate of our overall effective tax rate for the related annual period.

      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 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.

      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. We consider our historical performance, forecast taxable income and other factors when we determine the sufficiency of our valuation allowances. We believe the estimates and assumptions used to determine future taxable income to be reasonable, although they are inherently unpredictable and uncertain and actual results may differ from these estimates.

Allowance for Doubtful Receivables

      We maintain an allowance for doubtful receivables based on a variety of factors and estimates. These factors include historical customer trends, general and specific economic conditions and local market conditions. We believe our estimate for doubtful receivables is based on reasonable assumptions and estimates, although they are inherently unpredictable and uncertain and actual results may differ from these estimates.

Goodwill and Other Intangible Assets

      Goodwill is the difference between the purchase price of a company and the fair market value of the acquired company’s net assets. Other intangible assets, with either indefinite or definite lives, include customer relationships, trade names and non-compete agreements. Intangible assets with definite lives are being amortized using the straight-line method over their estimated lives, which currently ranges from one to seventeen years. Other intangible assets with indefinite lives, including goodwill are assessed at least annually for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. We complete the required impairment test annually in the second quarter, or when certain events occur or circumstances change.

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. Where the company is self-insured in relation to freight related exposures or employee benefits, adequate liabilities are estimated and recorded for the portion we are self-insured. 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 U.S. dollars are translated at the rates of exchange ruling at the balance sheet date. Operating results for the fiscal year are translated using average rates of exchange for the fiscal 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

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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 U.S. dollars.

Stock Split

      On March 7, 2006, our board of directors declared a three-for-one stock split of our ordinary shares. Shareholders of record as of the close of business on March 17, 2006 received two additional shares for each one share held on the record date with distribution of the additional shares effected on March 27, 2006. Share, per share, stock option and restricted stock unit data for all periods presented in this report on Form 10-K, including the consolidated financial statements and related disclosures have been adjusted to give effect to the stock split.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R). SFAS No. 123R requires all companies to record compensation cost for all share-based payments (including employee stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans) at fair value. This statement is effective for annual periods beginning after June 15, 2005, which, for the company, is its fiscal year beginning February 1, 2006. The statement allows companies to use the modified prospective transition method or the modified retrospective transition method to adopt the new standards. The company has selected to apply the modified prospective method in the adoption of SFAS No. 123R. The company has evaluated the requirements of SFAS No. 123R and has determined that the adoption of SFAS No. 123R will have a significant impact on the consolidated financial position, earnings per share and results of operations. The company expects compensation costs to increase to approximately $12.9 million due to the adoption of SFAS No. 123R in the initial year based on current and expected grants to be made during fiscal 2007.

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS No. 154). SFAS No. 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a change in accounting principle. This statement applies to voluntary changes and to changes required by an accounting pronouncement if the pronouncement does not include specific transition provisions. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005, which, for the company, is its fiscal year beginning February 1, 2006. The company has evaluated the adoption of SFAS No. 154 and determined such adoption will not have a material impact on its consolidated financial position or results of operations.

ITEM 7A. 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, 2006, the notional value of all of our open forward foreign exchange contracts was $24.0 million related to transactions denominated in various currencies, but predominantly in U.S. dollars, euros and British

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pounds sterling. These contracts are generally 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 U.S. dollar equivalents at January 31, 2006 and 2005. 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 U.S. dollar equivalents is as follows (in thousands):

										Foreign Exchange
										Gain/(Loss)
										if Functional Currency
							Net Exposure			Appreciates			Depreciates
			Assets		Liabilities		Long/(Short)			by 10%			by 10%
At January 31, 2006:
	U.S. dollars		$	43,614	$	28,832	$	14,782		$	1,478		$	(1,478	)
	Euros			2,382		4,613		(2,231	)		(223	)		223
	British pounds sterling			3,741		3,568		173			17			(17	)
	Hong Kong dollars			298		890		(592	)		(59	)		59
	Other			1,820		2,427		(607	)		(61	)		61
		Total	$	51,855	$	40,330	$	11,525		$	1,152		$	(1,152	)
At January 31, 2005:
	U.S. dollars		$	13,639	$	9,306	$	4,333		$	433		$	(433	)
	Euros			1,404		3,050		(1,646	)		(165	)		165
	British pounds sterling			2,863		2,154		709			71			(71	)
	Hong Kong dollars			78		1,091		(1,013	)		(101	)		101
	Other			1,391		2,005		(614	)		(61	)		61
		Total	$	19,375	$	17,606	$	1,769		$	177		$	(177	)

Qualitative Information about Market Risk

Foreign Exchange Risk

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

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

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

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      Many of our operations operate in functional currencies other than in U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive loss in shareholders’ equity. Such translation resulted in unrealized losses of $3,164 in fiscal 2006. the company has historically not attempted to hedge this equity risk.

Interest Rate Risk

      As a result of our normal borrowing and leasing activities, our operating results are exposed to fluctuations in interest rates, which we manage primarily through our regular financing activities. We have short-term and long-term debt with both fixed and variable interest rates. Sort-term debt is primarily comprised of bank lines of credit used to finance working capital requirements and the current portion of long-term debt maturing within twelve months from the balance sheet date. Generally, our short-term debt is at variable interest rates, while our long-term debt is at fixed interest rates.

      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.

Market Rate Risk

      The fair value of our long-term bank loans approximates the carrying value at January 31, 2006 and 2005. 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 8. Financial Statements and Supplementary Data

Consolidated Statements and Other Financial Information

      Our consolidated financial statements, along with the report of our independent registered public accounting firm thereon, are attached to this report beginning on page F-1 and are incorporated herein by reference.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

      None.

ITEM 9A. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

      As of January 31, 2006, the end of the period covered by this report, an evaluation was performed under the supervision and with the participation of the company’s management, including the Chief Executive Officer and Chief Financial Officer, of the company’s disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). Based on that evaluation, the company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the company’s disclosure controls and procedures were effective as of January 31, 2006 to ensure that material information is recorded, processed, summarized and reported by company’s management on a timely basis in the company’s reports filed under the Exchange Act. See “Management’s Report on Internal Control over Financial Reporting” and “Report of Independent Registered Public Accounting Firm” attached to this report beginning on page F-1 and incorporated herein by reference.

Changes in Internal Controls over Financial Reporting

      No change in the company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) has occurred during the fourth fiscal quarter ended January 31, 2006 that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting.

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ITEM 9B. Other Information

      None.

PART III

ITEM 10. Directors and Executive Officers of the Registrant

      The information required by this Item with respect to directors, the audit committee and Section 16(a) compliance is incorporated by reference under the captions, “Election of Directors,” “Information about the Board of Directors and Committees of the Board” and “Section 16(a) Beneficial Ownership Reporting Compliance,” respectively, from our definitive Proxy Statement for our 2006 Annual Meeting of Shareholders, which we refer to as the 2006 Proxy Statement, which will be filed within 120 days of January 31, 2006 pursuant to Regulation 14A.

      Information regarding our executive officers is included in Part I, Item 1 of this report appearing under the caption, “Executive Officers and Other Senior Managers of Registrant.”

      We have adopted a Code of Conduct and Ethics that applies to our executive officers, including the Chief Executive Officer and the Chief Financial Officer. The full text of the code is published on the company’s website at www.go2uti.com in the “Corporate Governance” section and a copy of the code will be provided to any person without charge, upon written request addressed through UTi, Services, Inc., 19500 Rancho Way, Suite 116, Rancho Dominguez, CA 90020, USA, attention: Investor Relations. In the event that we make any amendments to, or grant any waivers of, a provision of the Code of Ethics applicable to its principal executive officer, principal financial officer or principal accounting officer, we intend to disclose such amendment or waiver on our website. Information on our website, however, does not form a part of this annual report on Form 10-K.

ITEM 11. Executive Compensation

      The information required by this Item is incorporated by reference under the captions “Information about the Board of Directors and Committees of the Board – Compensation of Directors” and “Compensation of Executive Officers” from our 2006 Proxy Statement.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

      The information required by this Item with regard to the security ownership of certain beneficial owners and management is incorporated by reference under the captions “Security Ownership of Certain Beneficial Owners and Management” from our 2006 Proxy Statement.

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Securities Authorized for Issuance under Equity Compensation Plans

      The following table sets forth information as of January 31, 2006 regarding the number of our ordinary shares that may be issued pursuant to our equity compensation plans:

		(a)					(c)
		Number of					Number of Securities
		Securities to be			(b)		Remaining Available for
		Issued upon			Weighted-average		Future Issuance under
		Exercise of			Exercise Price of		Equity Compensation
		Outstanding			Outstanding		Plans (Excluding
		Options, Warrants			Options, Warrants,		Securities Reflected in
		and Rights			and Rights		Column (a))
Plan category
Equity compensation plans approved by security holders			6,865,269	(1)(2)	$	10.13		4,847,847	(3)
Equity compensation plans not approved by security holders			—			—		—
	Total		6,865,269		$	10.13		4,847,847

(1)	Of these shares, 16,041 are restricted share units outstanding under the 2004 Non-Employee Directors Share Incentive Plan. In addition, 284,628 are restricted share units granted as retention awards, which we refer to as the Retention Awards, and 223,392 are unvested restricted share units allocated as performance awards, which we refer to as the Performance Awards, in each case under our 2004 Long-Term Incentive Plan. Restricted share units granted under the 2004 Non-Employee Directors Share Incentive Plan generally vest and become non-forfeitable on the date immediately proceeding the annual meeting of the shareholders which follows the grant date of the restricted share units, provided that the director receiving such restricted share units is then serving as a director on such date. Receipt of such shares may be deferred under the terms of the plan. The Retention Awards consist of restricted share units, which entitle the holder to have shares issued to him or her upon the passage of time. Under the Retention Awards, 100% of the shares will vest at the end of the required retention period. The Performance Awards consist of restricted share units, which entitle the holder to have shares issued to him or her upon the satisfaction of certain performance criteria over a three year period with 100% of the shares vesting at the end of the performance period.
(2)	The amounts included in the table above also include a total of 34,113 ordinary shares held as of January 31, 2006 in the Guernsey Island trust established for the Union-Transport Inc. Share Incentive Plan, which we refer to as the Share Incentive Plan. The Share Incentive Plan was approved by our shareholders in 1997 and provides participants the opportunity to purchase ordinary shares held in trust for this plan. Under this plan, options (offers to purchase) to acquire 33,201 shares with an average weighted exercised price of $3.23 per share were outstanding as of the end of fiscal 2006. At the end of fiscal 2006, 912 ordinary shares remained available for future option grants (offers to purchase) under the Share Incentive Plan. However, the trust administrating this plan is expected to return such shares back to us for cancellation and such shares are not included in column (c). Such shares are presented on the face of our balance sheet as issued and outstanding, but are excluded by us from the denominator when computing basic earnings per share because the related share debt had not been discharged by the participant. We include potential dilutive ordinary shares in the denominator when computing diluted earnings per share.
(3)	The restricted share units identified in Footnote 1 are not included in column (c).

ITEM 13. Certain Relationships and Related Transactions

      The information required by this Item is incorporated by reference under the caption “Transactions with Management and Others” from our 2006 Proxy Statement.

54

ITEM 14. Principal Accountant Fees and Services

      The information required by this Item is incorporated by reference under the caption “Independent Public Accountants” from our 2006 Proxy Statement.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

      1. Financial Statements and Financial Statement Schedule

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

      2. Exhibits

      The following documents are filed herewith or incorporated herein by reference to the location indicated.

Exhibit			Description
	2	.1*	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 (incorporated by reference to Exhibit 2.1 to the company’s Registration Statement on Form F-3, No. 333-101309, dated November 19, 2002)(1)
	2	.2*	Share Purchase Agreement, dated as of October 12, 2004, among UTi Worldwide Inc., 6289541 Canada Inc., and the other parties named therein (incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K, dated October 15, 2004)(1)
	2	.3*	Stock Purchase Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., Market Industries, Ltd., and the other parties named therein (incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K, dated March 7, 2006)(1)
	3	.1	Memorandum of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, dated October 25, 2005)
	3	.2	Articles of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, dated March 3, 2006)
	10	.1+	Form of Employment Agreement between Mr. Wessels and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.2+	Form of Employment Agreement between Mr. MacFarlane and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.3+	Form of Employment Agreement between Mr. Draper and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.4+	2000 Employee Share Purchase Plan, as amended (incorporated by reference to Exhibit 4 to the company’s Registration Statement on Form S-8, No. 333-58832, dated April 12, 2001)
	10	.5+	Non-Employee Directors Share Option Plan (incorporated by reference to Exhibit 10.1 to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.6+	Union-Transport Inc. Share Incentive Plan, as amended (incorporated by reference to Exhibit 4.20 to the company’s Annual Report on Form 20-F, dated May 8, 2002)
	10	.7	Amended and Restated Registration Rights Agreement between PTR Holdings, Inc., Union-Transport Holdings Inc. and the company (incorporated by reference to Exhibit 10.12 to Amendment No. 2 to the company’s Annual Report on Form 10-K, dated April 15, 2004)
	10	.8+	2000 Stock Option Plan, as amended (incorporated by reference to the company’s Registration Statement on Form S-8, No. 333-116896, dated June 25, 2004)
	10	.9	Credit Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation and UTi, (U.S.) Holdings, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)

55

Exhibit			Description
	10	.10	Guaranty and Collateral Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation, UTi, (U.S.) Holdings, Inc. and UTi, Services, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)
	10	.11+	Employment Agreement between the company and Peter Thorrington, dated September 7, 2004 (incorporated by reference to Exhibit 10.6 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)
	10	.12	Credit Agreement between UTi Logistics (Proprietary) Limited, Pyramid Freight (Proprietary) Limited, UTi South Africa (Proprietary) Limited, International Healthcare Distributors (Proprietary) Limited, Kite Logistics (Proprietary) Limited and NedBank Limited, entered into December 6, 2004 (incorporated by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.13	Sale of Shares Agreement, entered into December 6, 2004, between Pyramid Freight (Proprietary) Limited and The Trustees For the Time Being of the UTi Empowerment Trust (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.14	Loan Agreement, entered into December 6, 2004, between Pyramid Freight (Proprietary) Limited and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.5 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.15	Shareholders’ Agreement, entered into December 6, 2004, among Pyramid Freight (Proprietary) Limited, the Trustees for the Time Being of the UTi Empowerment Trust and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.6 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.16	Registration Rights Agreement, dated as of November 23, 2004, between UTi Worldwide Inc. and United Service Technologies Limited (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.17	Affiliated Lender Registration Rights Agreement, dated as of November 23, 2004, among UTi Worldwide Inc., PTR Holdings Inc., Union-Transport Holdings Inc., Wagontrails Investments N.V., and Alan C. Draper (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.18	Amendment No. 1 to Registration Rights Agreement, dated as of December 17, 2004, between UTi Worldwide Inc. and United Service Technologies Limited (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated December 17, 2004)
	10	.19	Sale of Business Agreement, entered into December 6, 2004, between Pyramid Freight Proprietary) Limited and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.20+	Amended and Restated Senior Leadership Team (SLT) Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.11 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.21*	Agreement between UTi Spain, S.L. and the other parties named therein (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated June 9, 2005)
	10	.22	Amendment No. 1, dated May 31, 2005, to the Credit Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation and UTi, (U.S.) Holdings, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated September 8, 2005)
	10	.23	Amendment No. 2, dated September 29, 2005, to Credit Agreement by and among UTi United States, Inc., UTi Integrated Logistics, Inc. (formerly known as Standard Corporation), UTi, Brokerage, Inc., UTi (U.S.) Holdings, Inc., UTi Services, Inc. and LaSalle Bank National Association, as administrative agent and lender, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated September 29, 2005)
	10	.24	Credit Facility between Nedbank Limited and UTi Worldwide Inc. dated September 19, 2005 (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q, dated December 9, 2005)

56

Exhibit			Description
	10	.25	Credit Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., UTi Worldwide Inc., UTi (Netherlands) Holdings B.V., LaSalle Bank National Association and the lenders identified therein (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated March 7, 2006)
	10	.26+	2004 Long-Term Incentive Plan, as amended and restated
	10	.27+	2004 Non-Employee Directors Share Incentive Plan, as amended and restated
	10	.28+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Stock Option Award Agreement, as amended
	10	.29+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Performance Enhancement Award Agreement, as amended (Type A)
	10	.30+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Performance Enhancement Award Agreement, as amended (Type B)
	10	.31+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Long-Term Award Agreement, as amended (Type A)
	10	.32+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Long-Term Award Agreement, as amended (Type B)
	10	.33+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Restricted Share Unit Award Agreement and Election Forms, as amended
	10	.34+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Deferral and Distribution Election Form for Restricted Share Units and Restricted Shares, as amended
	10	.35+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Combined Elective Grant and Deferral Election Agreement, as amended
	10	.36+	Employment Agreement of Ms. Linda Bennett (incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.37+	Employment Agreement of Mr. John Hextall (incorporated by reference to Exhibit 99.2 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.38+	Employment Agreement of Mr. Gene Ochi (incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.39+	Employment Agreement of Mr. Michael O’Toole (incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.40+	Employment Agreement of Mr. Lawrence Samuels (incorporated by reference to Exhibit 99.5 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	12	.1	Statement regarding computation of ratio of earnings to fixed charges
	21		Subsidiaries of the company
	23		Consent of Independent Registered Public Accounting Firm
	31	.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 * Certain confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.

 + Management contract or compensatory arrangement.

(1)  The exhibits and schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

57

SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UTi Worldwide Inc.

By:  /s/ Roger I. MacFarlane
 

Roger I. MacFarlane

Chief Executive Officer and Director

Date: April 17, 2006

58

SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

UTi Worldwide Inc.

Date: April 17, 2006	By: /s/ Roger I. MacFarlane Roger I. MacFarlane Chief Executive Officer and Director Principal Executive Officer
Date: April 17, 2006	By: /s/ Lawrence R. Samuels Lawrence R. Samuels Senior Vice President – Finance, Chief Financial Officer and Secretary Principal Financial Officer and Principal Accounting Officer
Date: April 17, 2006	By: /s/ J. Simon Stubbings J. Simon Stubbings Chairman of the Board of Directors
Date: April 17, 2006	By: /s/ Matthys J. Wessels Matthys J. Wessels Vice Chairman of the Board of Directors and Chief Executive Officer – African Region
Date: April 17, 2006	By: /s/ Brian Belchers Brian Belchers Director
Date: April 17, 2006	By: /s/ Alan C. Draper Alan C. Draper Executive Vice President and President – Asia Pacific Region and Director
Date: April 17, 2006	By: /s/ C. John Langley, Jr. C. John Langley, Jr. Director
Date: April 17, 2006	By: /s/ Leon J. Level Leon J. Level Director
Date: April 17, 2006	By: /s/ Allan M. Rosenzweig Allan M. Rosenzweig Director

59

UTi WORLDWIDE INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Management’s Report on Internal Control Over Financial Reporting	F-2
Reports of Independent Registered Public Accounting Firm	F-3
Consolidated Income Statements for the years ended January 31, 2006, 2005 and 2004	F-5
Consolidated Balance Sheets as of January 31, 2006 and 2005	F-6
Consolidated Statements of Changes in Shareholders’ Equity for the years ended January 31, 2006, 2005 and 2004	F-7
Consolidated Statements of Cash Flows for the years ended January 31, 2006, 2005 and 2004	F-8
Notes to the Consolidated Financial Statements	F-9
Financial Statement Schedule (Valuation and Qualifying Accounts)	F-43

F-1

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

      Our Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined under Rule 13a-15(f) promulgated under the Exchange Act. Our system of internal control was designed to provide reasonable assurance to UTi’s management and Board of Directors regarding the preparation and fair presentation of published financial statements.

      All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

      Management assessed the effectiveness of the company’s internal control over financial reporting as of January 31, 2006. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on our assessment using the COSO model, we believe that the Company’s internal control over financial reporting is effective as of January 31, 2006.

      Management’s assessment of the effectiveness of internal control over financial reporting as of January 31, 2006, has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who also audited our consolidated financial statements as stated in their report which is included in this annual report on Form 10-K. Deloitte & Touche LLP has issued an attestation report, set forth below, on management’s assessment of the Company’s internal control over financial reporting.

Roger I. MacFarlane

Chief Executive Officer

Lawrence R. Samuels

Senior Vice President – Finance, Chief Financial Officer

April 17, 2006

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

      We have audited management’s assessment, included in the accompanying Management’s Report on Internal Control over Financial Reporting, that UTi Worldwide Inc. and its subsidiaries (UTi) maintained effective internal control over financial reporting as of January 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. UTi’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of UTi’s internal control over financial reporting based on our audit.

      We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

      A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

      Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

      In our opinion, management’s assessment that UTi maintained effective internal control over financial reporting as of January 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Also in our opinion, UTi maintained, in all material respects, effective internal control over financial reporting as of January 31, 2006, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended January 31, 2006 of UTi and our report dated April 17, 2006 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ Deloitte & Touche LLP

Los Angeles, California

April 17, 2006

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

      We have audited the accompanying consolidated balance sheets of UTi Worldwide Inc. and subsidiaries (the “Company”) as of January 31, 2006 and 2005, 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, 2006. 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 the financial statements and financial statement schedule based on our audits.

      We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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 subsidiaries at January 31, 2006 and 2005, and the results of their operations and their cash flows for each of the three years in the period ended January 31, 2006, 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.

      We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company’s internal control over financial reporting as of January 31, 2006, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 17, 2006 expressed an unqualified opinion on management’s assessment of the effectiveness of the Company’s internal control over financial reporting and an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ Deloitte & Touche LLP

Los Angeles, California

April 17, 2006

F-4

UTi WORLDWIDE INC.

CONSOLIDATED INCOME STATEMENTS

For the Years Ended January 31, 2006, 2005 and 2004

		Year Ended January 31,
		2006			2005			2004
		(In thousands, except share and
		per share amounts)
Gross revenue		$	2,785,575		$	2,259,793		$	1,502,875
Freight consolidation costs			1,819,171			1,486,012			906,734
Net revenue			966,404			773,781			596,141
Staff costs			514,752			397,765			318,727
Depreciation and amortization			21,952			19,453			14,806
Amortization of intangible assets			4,690			1,980			663
Other operating expenses			292,946			259,132			202,874
Operating income			132,064			95,451			59,071
Interest income			4,945			4,112			6,881
Interest expense			(8,814	)		(4,586	)		(5,840	)
(Losses)/gains on foreign exchange			(303	)		973			(341	)
Pretax income			127,892			95,950			59,771
Provision for income taxes			35,255			25,698			13,403
Income before minority interests			92,637			70,252			46,368
Minority interests			(4,213	)		(2,723	)		(1,597	)
Net income		$	88,424		$	67,529		$	44,771
Basic earnings per share		$	0.94		$	0.73		$	0.49
Diluted earnings per share		$	0.90		$	0.71		$	0.47
Number of weighted average shares used for per share calculations:
	Basic shares		94,146,993			92,203,080			90,874,629
	Diluted shares		98,042,114			95,705,328			94,439,661

See accompanying notes to the consolidated financial statements.

F-5

UTi WORLDWIDE INC.

CONSOLIDATED BALANCE SHEETS

As of January 31, 2006 and 2005

			January 31,
			2006			2005
			(In thousands, except
			share amounts)
ASSETS
Cash and cash equivalents			$	246,510		$	178,132
Trade receivables (net of allowance for doubtful receivables of $14,367 and $16,687 as of January 31, 2006 and 2005, respectively)				497,990			435,223
Deferred income tax assets				8,517			10,027
Other current assets				39,172			44,509
Total current assets				792,189			667,891
Property, plant and equipment, net				80,443			71,190
Goodwill				326,959			251,093
Other intangible assets, net				42,412			42,682
Investments				1,050			587
Deferred income tax assets				4,027			1,104
Other non-current assets				11,684			10,120
Total assets			$	1,258,764		$	1,044,667
LIABILITIES & SHAREHOLDERS’ EQUITY
Bank lines of credit			$	95,177		$	92,340
Short-term borrowings				4,441			3,165
Current portion of capital lease obligations				6,189			3,465
Trade payables and other accrued liabilities				465,100			413,003
Income taxes payable				22,904			18,533
Deferred income tax liabilities				1,694			678
Total current liabilities				595,505			531,184
Long-term borrowings				13,775			5,105
Capital lease obligations				16,068			9,820
Deferred income tax liabilities				11,593			19,607
Retirement fund obligations				5,124			1,332
Other				4,960			136
Minority interests				25,219			3,293
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 95,208,066 and 92,929,809 shares as of January 31, 2006 and 2005, respectively			368,159			329,098
	Deferred compensation related to restricted share units			(8,324	)		(3,193	)
	Retained earnings			253,573			169,821
	Accumulated other comprehensive loss			(26,888	)		(21,536	)
Total shareholders’ equity				586,520			474,190
Total liabilities and shareholders’ equity			$	1,258,764		$	1,044,667

See accompanying notes to the consolidated financial statements.

F-6

UTi WORLDWIDE INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Years Ended January 31, 2006, 2005 and 2004

								Deferred
								Compensation						Accumulated
			Common Stock					Related to						Other
								Restricted			Retained			Comprehensive
			Shares			Amount		Shares Units			Earnings			Loss			Total
			(In thousands, except share data)
Balance at January 31, 2003				91,653,372		$	311,161	$	—		$	63,973		$	(50,965	)	$	324,169
Comprehensive income:
	Net income			—			—		—			44,771			—			44,771
	Foreign currency translation adjustment			—			—		—			—			12,547			12,547
		Total comprehensive income																57,318
Shares issued				73,869			694		—			—			—			694
Stock options exercised				1,011,915			4,920		—			—			—			4,920
Stock compensation costs				50,286			798		—			—			—			798
Tax benefit related to exercise of stock options				—			836		—			—			—			836
Dividends				—			—		—			(2,889	)		—			(2,889	)
Balance at January 31, 2004				92,789,442			318,409		—			105,855			(38,418	)		385,846
Comprehensive income:
	Net income			—			—		—			67,529			—			67,529
	Foreign currency translation adjustment			—			—		—			—			16,882			16,882
		Total comprehensive income																84,411
Shares issued				57,333			972		—			—			—			972
Shares cancelled				(738,987	)		—		—			—			—			—
Stock options exercised				822,021			4,362		—			—			—			4,362
Stock compensation costs				—			131		445			—			—			576
Restricted share units issued, net of cancellation				—			3,638		(3,638	)		—			—			—
Tax benefit related to exercise of stock options				—			1,586		—			—			—			1,586
Dividends				—			—		—			(3,563	)		—			(3,563	)
Balance at January 31, 2005				92,929,809			329,098		(3,193	)		169,821			(21,536	)		474,190
Comprehensive income:
	Net income			—			—		—			88,424			—			88,424
	Minimum Pension Liability adjustment (net of tax of $938)			—			—		—			—			(2,188	)		(2,188	)
	Foreign currency translation adjustment			—			—		—			—			(3,164	)		(3,164	)
		Total comprehensive income																83,072
Shares issued				686,073			15,526		—			—			—			15,526
Shares cancelled				(32,859	)		—		—			—			—			—
Stock options exercised				1,625,043			10,257		—			—			—			10,257
Stock compensation costs				—			7		5,156			—			—			5,163
Restricted share units issued, net of cancellation				—			10,287		(10,287	)		—			—			—
Tax benefit related to exercise of stock options				—			2,984		—			—			—			2,984
Dividends				—			—		—			(4,672	)		—			(4,672	)
Balance at January 31, 2006				95,208,066		$	368,159	$	(8,324	)	$	253,573		$	(26,888	)	$	586,520

See accompanying notes to the consolidated financial statements.

F-7

UTi WORLDWIDE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended January 31, 2006, 2005 and 2004

			Year Ended January 31,
			2006			2005			2004
			(In thousands)
OPERATING ACTIVITIES:
Net income			$	88,424		$	67,529		$	44,771
Adjustments to reconcile net income to net cash provided by operations:
	Stock compensation costs			5,163			576			798
	Depreciation and amortization			21,952			19,453			14,806
	Amortization of intangible assets			4,690			1,980			663
	Deferred income taxes			(3,154	)		1,440			847
	Tax benefit relating to exercise of stock options			2,984			1,586			836
	(Gain)/loss on disposal of property, plant and equipment			(1,046	)		(177	)		171
	Other			4,210			2,481			1,395
	Changes in operating assets and liabilities:
		Increase in trade receivables		(59,385	)		(124,733	)		(7,582	)
		Decrease/(increase) in other current assets		5,267			(2,383	)		(2,590	)
		Increase in trade payables		37,658			79,061			10,713
		Increase in other current liabilities		24,227			24,586			1,030
	Net cash provided by operating activities			130,990			71,399			65,858
INVESTING ACTIVITIES:
Purchases of property, plant and equipment				(17,802	)		(20,870	)		(18,720	)
Proceeds from disposal of property, plant and equipment				3,117			2,698			889
Increase in other non-current assets				(2,230	)		(888	)		(1,674	)
Acquisitions and contingent earn-out payments				(53,168	)		(118,179	)		(30,288	)
Other				118			773			(587	)
	Net cash used in investing activities			(69,965	)		(136,466	)		(50,380	)
FINANCING ACTIVITIES:
Increase/(decrease) in bank lines of credit				2,837			74,160			(15,278	)
Increase/(decrease) in short-term borrowings				663			4,063			(7,421	)
Long-term borrowings — advanced				13,814			1,946			—
Long-term borrowings — repaid				(5,626	)		(316	)		(146	)
Repayments of capital lease obligations				(5,713	)		(4,612	)		(3,444	)
Dividends to minority interests				(773	)		(713	)		(1,296	)
Net proceeds from the issuance of ordinary shares				10,766			5,334			5,614
Dividends paid				(4,672	)		(3,563	)		(2,889	)
	Net cash provided by/(used in) financing activities			11,296			76,299			(24,860	)
Effect of foreign exchange rate changes on cash				(3,943	)		10,213			(2,056	)
Net increase/(decrease) in cash and cash equivalents				68,378			21,445			(11,438	)
Cash and cash equivalents at beginning of year				178,132			156,687			168,125
Cash and cash equivalents at end of the year			$	246,510		$	178,132		$	156,687

See accompanying notes to the consolidated financial statements.

F-8

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended January 31, 2006, 2005 and 2004

1. Summary of Significant Accounting Policies

Basis of Presentation

      UTi Worldwide Inc. (the Company or UTi) is an international, non-asset-based global integrated logistics company that provides air and ocean freight forwarding, contract logistics, customs clearances, distribution, inbound logistics, truckload brokerage and other supply chain management services. The Company serves its clients through a worldwide network of freight forwarding offices in 140 countries, including agents, and over 130 contract logistics centers under management.

      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.

      The preparation of financial statements in conformity with accounting principles generally accepted in the United States (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.

Stock Split

      On March 7, 2006, the Company’s board of directors declared a three-for-one stock split of the Company’s ordinary shares. Shareholders of record as of the close of business on March 17, 2006 received two additional shares for each one share held on the record date with distribution of the additional shares effected on March 27, 2006. Share, per share, stock option and restricted stock unit data for all periods presented in the consolidated financial statements and related disclosures have been adjusted to give effect to the stock split.

Currency Translation

      For consolidation purposes, balance sheets of subsidiaries expressed in currencies other than U.S. dollars are translated at the rates 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 remeasured as if the functional currency were the reporting currency before they are translated into U.S. 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

F-9

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

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. 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. Certain costs, related primarily to ancillary services, are estimated and accrued at the time the services are provided, and adjusted upon receipt of the suppliers’ final invoices.

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. 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.

      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.

Share-Based Compensation

      As of January 31, 2006, the Company accounts for its share-based compensation plans, granted to employees and non-employee directors, using the intrinsic value method under the recognition and measurement principles of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and its related interpretations (APB No. 25). Compensation cost is recorded in net income only for stock options and restricted stock units that have an exercise price below 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

F-10

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

share as if the Company had applied the fair value recognition provision of SFAS No. 123, Accounting for Stock-Based Compensation, to all share-based compensation plans.

		Year Ended January 31,
		2006			2005			2004
Net income as reported		$	88,424		$	67,529		$	44,771
	Add: Stock-based employee compensation expense included in reported net income, net of income taxes		4,270			576			173
	Less: Total stock-based compensation expense determined under the fair value based method, net of income taxes		(9,216	)		(5,422	)		(4,815	)
Pro forma net income		$	83,478		$	62,683		$	40,129
Earnings per share, as reported:
	Basic earnings per share	$	0.94		$	0.73		$	0.49
	Diluted earnings per share		0.90			0.71			0.47
Earnings per share, pro forma:
	Basic earnings per share		0.89			0.68			0.44
	Diluted earnings per share		0.86			0.65			0.42

      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,
	2006		2005		2004
Risk free rate of return, annual		4%		3%		3%
Expected life		8  years		8  years		8  years
Expected volatility		39%		42%		45%
Dividend yield		0.2%		0.3%		0.4%

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.

Allowance for Doubtful Receivables

      The Company maintains an allowance for doubtful receivables based on a variety of factors and estimates. These factors include historical customer trends, general and specific economic conditions and local market conditions. The estimate for doubtful receivables is based on what management believes to be reasonable assumptions.

F-11

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

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

      Goodwill is the difference between the purchase price of a company and the fair market value of the acquired company’s net assets. Other intangible assets, with either indefinite or definite lives, include customer relationships, trade names and non-compete agreements. Intangible assets with definite lives are being amortized using the straight-line method over their estimated lives, which currently range from one to seventeen years. Other intangible assets with indefinite lives, including goodwill are assessed at least annually for impairment in accordance with SFAS No. 142, Goodwill and Other Intangible Assets (SFAS No. 142). The Company completes the required impairment test annually in the second quarter, or when certain events occur or circumstances change.

Investments

      Investments in unconsolidated subsidiaries 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%). The goodwill arising on the acquisition of an investment is included within the carrying amount of the investment.

Retirement Benefit Costs

      Payments to defined contribution retirement plans are expensed as they are incurred. For defined benefit retirement 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.

F-12

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      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 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 as part of freight consolidation costs.

Contingencies

      The Company is 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. Where the Company is self-insured in relation to freight-related and employee benefit-related exposures, adequate liabilities are estimated and recorded for the portion the Company is self-insured. When estimates of the 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.

Recent Accounting Pronouncements

      In December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R). SFAS No. 123R requires all companies to record compensation cost for all share-based payments (including employee stock options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans) at fair value. This statement is effective for annual periods beginning after June 15, 2005, which, for the Company, is its fiscal year beginning February 1, 2006.

F-13

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

The statement allows companies to use the modified prospective transition method or the modified retrospective transition method to adopt the new standard. The Company has selected to apply the modified prospective method in the adoption of SFAS 123R. The Company has evaluated the requirements of SFAS No. 123R and has determined that the adoption of SFAS No. 123R will have a significant impact on the consolidated financial position, earnings per share and results of operations. The Company expects compensation costs to increase due to the adoption of SFAS No. 123R in the initial year.

      In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error Corrections — a replacement of APB Opinion No. 20 and FASB Statement No. 3 (SFAS No. 154). SFAS No. 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154 requires retrospective application to prior periods’ financial statements of a change in accounting principle. This statement applies to voluntary changes and to changes required by an accounting pronouncement if the pronouncement does not include specific transition provisions. SFAS No. 154 is effective for fiscal years beginning after December 15, 2005, which, for the Company, is its fiscal year beginning February 1, 2006. The Company has evaluated the adoption of SFAS No. 154 and determined such adoption will not have a material impact on its consolidated financial position or results of operations.

2. Acquisitions

      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 allocated to goodwill. All acquisitions are primarily engaged in providing transportation logistics management, including international air and ocean freight forwarding, customs brokerage, contract logistics services and transportation management 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, 2006

      Effective June 1, 2005, the Company acquired 100% of the issued and outstanding shares of Perfect Logistics Co., Ltd. (Perfect Logistics), which is a third-party contract logistics provider and customs broker headquartered in Taiwan. The initial purchase price was approximately $13,837 in cash. In addition to the initial payment, the terms of the acquisition agreement provide for four additional payments of up to a maximum U.S. dollar equivalent of approximately $5,628 in total, based on the future performance of Perfect Logistics over each of the four twelve-month periods ending May 31, 2009.

      During June 2005, the Company made the fourth earn-out payment to the sellers of Grupo SLi and Union, SLi (SLi), which was acquired in January 2002. The earn-out payment consisted of a cash payment of $15,355 and the issuance of 626,901 ordinary shares, which increased the Company’s goodwill balance by a total of $30,256 related to the SLi acquisition.

      Effective July 1, 2005, the Company acquired the business and net assets of Maertens International N.V., a Belgium company involved in the national and international transportation and storage of art, antiques and other valuables for a total purchase price of approximately $1,053 in cash. Also, effective May 1, 2005, the Company acquired the assets and ongoing contract logistics business of a small transportation management provider in New Zealand for a purchase price of approximately $536 in cash and effective December 29, 2005 and we acquired 100% of the outstanding shares of Logica, which provides contract logistics services, for $1.2 million. Additionally the Company acquired the remaining outstanding shares of Ilanga Freight (Pty) Ltd., a South African company, of which it had already owned 50%, and UTi Egypt Limited, of which it had already owned 55%. Effective May 31, 2005, the Company acquired the remaining 49% minority shareholder interest in UTi Eilat Overseas Ltd., its Israeli subsidiary.

F-14

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      Effective October 1, 2005, the Company acquired 100% of the issued and outstanding shares of Concentrek, Inc. (Concentrek), which is a third-party contract logistics provider of transportation management and other supply chain solutions headquartered in Grand Rapids, Michigan, for an initial cash payment of $9,574, which includes the repayment of debt of $6,886. In addition, there is a guaranteed minimum future earn-out payment of $1,200 due in March 2007. The terms of the acquisition agreement also provide for a net working capital adjustment and four additional earn-out payments up to a maximum of $7,500, based on the future performance of Concentrek over each of the four twelve-month periods ending January 31, 2010, inclusive of the guaranteed minimum of $1,200 due in March 2007. The final purchase price allocation has not yet been determined.

For the Year Ended January 31, 2005

      Effective February 1, 2004, the Company acquired 100% of the issued and outstanding shares of ET Logistics, S.L. (ET Logistics) and ILEX Consulting, S.L. (ILEX), both of which are Spanish corporations providing contract logistics services. In addition to the initial cash purchase price for ET Logistics, there are four contingent earn-out payments which will be calculated based on a multiple of the acquired operation’s future earnings for each of the four fiscal years in the period ending January 31, 2008 in accordance with the modified purchase agreement dated November 3, 2004. The initial total purchase price for ET Logistics and ILEX was $1,500. During the year ended January 31, 2006, the Company made the first of four earn-out payments to the sellers of ET Logistics of approximately $1,038.

      Effective June 1, 2004, the Company acquired 100% of the issued and outstanding shares of International Healthcare Distributors (Pty.) Limited (IHD), a South African corporation, for a purchase price of $38,616. Effective November 1, 2004, the Company contributed IHD for a 74.9% share of a partnership formed with a South African black economic empowerment organization (BEE). The Company subsequently entered into a partnership agreement with the BEE, in terms of which a put option was granted to the BEE whereby they have the option to put their 25.1% share of the partnership to the Company in 2010. The put option has been accounted for by increasing goodwill and minority interest in the balance sheet by approximately $18.5 million. The Company has reflected the present value of the expected future redemption amount. IHD provides logistics and warehousing support and distribution services of pharmaceutical products throughout southern Africa directly to end dispensers as well as to wholesalers. The Company expects that the amortization of goodwill for tax purposes will not be deductible. The weighted average life of the customer contracts and relationships is 10 years as of acquisition date. The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition.

Current assets		$	21,341
Property, plant and equipment			2,242
Customer contracts and relationships			4,941
Trademarks			6,350
Goodwill			47,741
	Total assets acquired		82,615
Liabilities assumed			(21,380	)
Minority interest			(18,464	)
Deferred income taxes			(4,155	)
	Net assets acquired	$	38,616

      Effective October 12, 2004, the Company acquired 100% of the issued and outstanding shares of Unigistix Inc. (Unigistix), a Canadian corporation which serves customers in the telecommunications,

F-15

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

apparel, pharmaceuticals and healthcare sectors with integrated e-commerce-based logistics solutions, for an initial purchase price of approximately $76,560 in cash, before the first earn-out payment and working capital adjustment made in the year ended January 31, 2006 (fiscal 2006). In addition to the initial payment, the terms of the acquisition agreement provide for a working capital adjustment and two additional payments of up to approximately 6,000 Canadian dollars (equivalent to approximately $5,249 as of January 31, 2006) contingent upon the anticipated future growth of Unigistix over the each of the two twelve-month periods ending October 31, 2006. The weighted average life of the customer contracts and relationships and non-compete agreements were 9.3 and 2 years, respectively, as of the acquisition date. The Company expects that approximately 10,840 Canadian dollars (equivalent to approximately $9,484 as of January 31, 2006), of the amortization of goodwill for tax purposes will be deductible as of the acquisition date. The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition, including the first subsequent earn-out payment of $4,000 and a working capital adjustment of $1,181 made during the year ended January 31, 2006.

Current assets		$	9,265
Property, plant and equipment			5,341
Customer contracts and relationships			20,538
Non-compete agreements			1,450
Goodwill			54,225
	Total assets acquired		90,819
Liabilities assumed			(2,987	)
Deferred income taxes			(6,091	)
	Net assets acquired	$	81,741

      The Company also acquired an additional 14% of the issued and outstanding shares of PT Union Trans Internusa (Indonesia) as of February 1, 2004. Effective June 1, 2004 and October 28, 2004, the Company acquired the remaining 27% and 40% of the issued and outstanding shares of UTi (Taiwan) Limited and UTi Tasimacilik Limited, the Company’s Turkish subsidiary, respectively. The total amounts paid for these acquisitions were $2,000.

      In addition, the Company paid approximately $13,100 in the year ended January 31, 2005 (fiscal 2005) for an earn-out payment related to our January 2001 acquisition of Grupo SLi and Union, SLi (SLi).

For the Year Ended January 31, 2004

      Effective May 1, 2003, the Company acquired 100% of the issued and outstanding share capital of IndAir Carriers (Pvt) Ltd, incorporated in India, for an initial purchase price of approximately $1,671. An additional $760 was paid during fiscal 2006 and 2005, the total of two earn-out payments based on net revenue.

      Effective July 1, 2003, the Company acquired 50% of the issued and outstanding share capital of Kite Logistics (Pty) Limited (Kite), incorporated in South Africa, for the purchase price of approximately $5,324. As a result of IHD owning the remaining 50% issued and outstanding shares of Kite, the Company acquired those remaining shares effective June 1, 2004 with its acquisition of IHD. Effectively 25.1% of Kite was sold on November 1, 2004 in conjunction with the sale of 25.1% of IHD, as disclosed above.

F-16

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      An analysis of the net outflow of cash and cash equivalents in respect of acquisitions and contingent earn-out payments is as follows:

	Year Ended January 31,
	2006			2005			2004
Cash consideration	$	52,968		$	132,491		$	30,856
Cash at bank acquired		(1,507	)		(14,312	)		(568	)
Bank overdrafts acquired		1,707			—			—
Net outflow of cash and cash equivalents in respect of the acquisitions and contingent earn-out payments	$	53,168		$	118,179		$	30,288

Reorganization of South African Operations

      In fiscal 2005, the Company executed the documentation for a transaction designed to qualify our South African operations as black empowered under legislation enacted in South Africa. The transaction did not impact the IHD operations. Pursuant to this transaction, the Company’s subsidiary Pyramid Freight (Proprietary) Limited (Pyramid Freight) sold most of its South African operations to a newly-formed corporation called UTi South Africa (Proprietary) Limited (UTiSA). UTiSA also assumed liabilities associated with the transferred businesses.

      The businesses were transferred to UTiSA in exchange for an interest-bearing obligation pursuant to which UTiSA owes Pyramid Freight the principal sum of 680,000 South African rand (equivalent to $111,713 as of January 31, 2006). Under the terms of this loan, the outstanding balance bears interest at an effective annual rate of 14.5%. Three months prior to the fifth anniversary of the loan, the parties are to meet to negotiate the terms of repayment of the outstanding principal on the loan. If the parties are unable to agree on the terms of repayment, the outstanding principal and any remaining accrued and unpaid interest thereon are repayable in full on demand. UTiSA has the right to prepay the loan without penalty.

      UTiSA was formed for the purpose of this transaction and approximately 75% of its outstanding share capital is held by Pyramid Freight with the remaining approximately 25% held by the UTi Empowerment Trust, a trust registered in South Africa (Empowerment Trust). The Empowerment Trust was established to provide broad based educational benefits to UTi’s staff in South Africa and their dependents. The transaction allows the Empowerment Trust to share, in substance, in approximately 25% of the growth in net income of UTi’s South Africa operations (excluding IHD) from fiscal 2005 net income levels. Such amounts are recorded as minority interests in the consolidated income statements.

Subsequent to the Year Ended January 31, 2006

      Effective March 7, 2006, the Company acquired 100% of the issued and outstanding shares of Market Industries, Ltd. and its subsidiaries, branded under the trade name Market Transport Services (Market Transport) for approximately $197.1 million in cash, a portion of which was used to pay off Market Transport’s outstanding indebtedness. The initial purchase price is subject to certain closing, working capital and tax-related adjustments. Market Transport is a privately held provider of third-party logistics services and multi-modal transportation capacity solutions specializing in truck brokerage headquartered in Portland, Oregon. The final purchase price allocation has not yet been determined. The weighted average life of the customer contracts and relationships is expected to be approximately 15.4 years as of the acquisition date. The Company expects that approximately $17,600 of the amortization of goodwill for tax purposes will be deductible as of the acquisition date. The following table summarizes the preliminary estimated fair value of the assets acquired and liabilities assumed at the date of acquisition.

F-17

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

Current assets		$	48,400
Long term assets			2,474
Property, plant and equipment			29,630
Customer contracts and relationships and other intangible assets			38,930
Goodwill			138,928
	Total assets acquired		258,362
Liabilities assumed			(42,232	)
Deferred income taxes			(19,030	)
	Net assets acquired	$	197,100

3. Income Taxes

      The provision for income taxes is comprised of the following:

		Federal		State			Foreign			Total
Year ended January 31, 2006:
	Current	$	3,495	$	1,223		$	33,461		$	38,179
	Deferred		1,042		(3	)		(3,963	)		(2,924	)
		$	4,537	$	1,220		$	29,498		$	35,255
Year ended January 31, 2005:
	Current	$	2,027	$	810		$	21,421		$	24,258
	Deferred		2,085		361			(1,006	)		1,440
		$	4,112	$	1,171		$	20,415		$	25,698
Year ended January 31, 2004:
	Current	$	849	$	471		$	10,786		$	12,106
	Deferred		1,205		417			(325	)		1,297
		$	2,054	$	888		$	10,461		$	13,403

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

		Year Ended
		January 31,
		2006			2005			2004
Statutory income tax rate for the Company(1)			—	%		—	%		—	%
Increase/(decrease) in rate resulting from:
	Foreign income tax differential		26.5			24.0			20.8
	Non-deductible expenses		1.3			2.5			2.4
	Decrease in income tax rates		—			—			(0.2	)
	Change in valuation allowance		0.1			0.5			(0.7	)
	Other		(0.3	)		(0.2	)		0.1
Effective income tax rate			27.6	%		26.8	%		22.4	%

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

F-18

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

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

		As of January 31,
		2006			2005
Gross deferred income tax assets:
	Allowance for doubtful accounts	$	3,338		$	3,320
	Provisions not currently deductible		6,634			6,005
	Property, plant and equipment		613			131
	Goodwill		1,028			1,134
	Net operating loss carryforwards		5,527			2,688
	Other		4,472			1,033
Total gross deferred income tax assets			21,612			14,311
Gross deferred income tax liabilities:
	Property, plant and equipment	$	(2,455	)	$	(2,942	)
	Retirement benefit obligations		(1,422	)		(1,687	)
	Goodwill and intangible assets		(14,458	)		(14,999	)
	Other		(771	)		(706	)
Total gross deferred income tax liabilities			(19,106	)		(20,334	)
Valuation allowance			(3,249	)		(3,131	)
Net deferred income tax liability		$	(743	)	$	(9,154	)

      As of January 31, 2006, the Company had approximately $14,112 of net operating loss carryforwards in various countries. These expire at various dates with certain locations having indefinite time periods in which to use their net operating loss carryforwards.

      The Company has established a valuation allowance in accordance with the provisions of SFAS No. 109, Accounting for Income Taxes. The valuation allowance primarily relates to the net operating losses of subsidiaries. The Company continually reviews the adequacy of valuation allowances and establishes the allowances when it is determined that it is more likely than not that the benefits will not be realized. During the years ended January 31, 2006 and 2005, the valuation allowance increased by $118 and $2,332, respectively.

      No income tax provision has been made for the portion of undistributed earnings of foreign subsidiaries deemed permanently reinvested that amounted to approximately $119,341 and $25,142 at January 31, 2006 and 2005, respectively.

F-19

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

4. Earnings per Share

      Earnings per share are calculated as follows:

	Year Ended January 31,
	2006		2005		2004
Basic earnings per share:
Net income	$	88,424	$	67,529	$	44,771
Weighted average number of ordinary shares		94,146,993		92,203,080		90,874,629
Basic earnings per share	$	0.94	$	0.73	$	0.49
Diluted earnings per share:
Net income	$	88,424	$	67,529	$	44,771
Weighted average number of ordinary shares		94,146,993		92,203,080		90,874,629
Incremental shares required for diluted earnings per share related to employee stock options and restricted shares		3,895,121		3,502,248		3,565,032
Diluted weighted average number of shares		98,042,114		95,705,328		94,439,661
Diluted earnings per share	$	0.90	$	0.71	$	0.47
Cash dividends paid per share	$	0.05	$	0.038	$	0.032

      The above calculations exclude 35,721, 295,011 and 1,033,998 ordinary shares held in the incentive trusts for the Union-Transport Share Incentive Plan and for the Executive Share Plan as of January 31, 2006, 2005 and 2004, respectively. In May 2005, 30,732 ordinary shares held in the incentive trusts were returned to the Company, without any cost to the Company, and cancelled in connection with the Long-Term Incentive Plan as approved by the Company’s shareholders in February 2004.

      There were 4,731, 138,540 and 457,500 options outstanding for the years ended January 31, 2006, 2005 and 2004, respectively, which were excluded from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the ordinary shares and were therefore anti-dilutive. In fiscal 2005, 223,392 restricted share units were also excluded from the computation of diluted earnings per share because it was not probable that certain performance criteria would be achieved based on which criteria these shares would be issued.

5. Property, Plant and Equipment

      At January 31, 2006 and 2005, property, plant and equipment at cost and accumulated depreciation were:

	January 31,
	2006			2005
Land	$	3,456		$	3,240
Buildings and leasehold improvements		29,801			27,426
Furniture, fixtures and equipment		118,216			101,010
Vehicles		17,418			16,523
Property, plant and equipment, gross		168,891			148,199
Accumulated depreciation and amortization		(88,448	)		(77,009	)
Property, plant and equipment, net	$	80,443		$	71,190

F-20

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      The components of property, plant and equipment at cost and accumulated depreciation recorded under capital leases were:

	January 31,
	2006			2005
Land	$	1,355		$	1,385
Buildings and leasehold improvements		8,149			6,612
Furniture, fixtures and equipment		15,302			7,651
Vehicles		7,378			4,471
Property, plant and equipment, gross		32,184			20,119
Accumulated depreciation and amortization		(7,566	)		(4,493	)
Property, plant and equipment, net	$	24,618		$	15,626

6. Goodwill and Other Intangible Assets

      The changes in the carrying amount of goodwill by reportable segment for the years ended January 31, 2006 and 2005 are as follows:

							Asia
	Europe			Americas			Pacific			Africa		Total
Balance as of January 31, 2004	$	32,226		$	34,831		$	59,149		$	22,166	$	148,372
Contingent earn-out payments made		4,800			2,573			8,811			2,537		18,721
Acquisitions		—			51,038			—			27,121		78,159
Foreign currency translation and other adjustments		1,056			(232	)		1,939			3,078		5,841
Balance as of January 31, 2005		38,082			88,210			69,899			54,902		251,093
Contingent earn-out payments made		8,559			4,886			16,732			4,824		35,001
Acquisitions		4,995			8,189			9,472			18,331		40,987
Foreign currency translation and other adjustments		(1,296	)		2,763			(2,619	)		1,030		(122	)
Balance as of January 31, 2006	$	50,340		$	104,048		$	93,484		$	79,087	$	326,959

      In accordance with SFAS No. 142, the Company completed the required annual impairment test during the three months ended July 31, 2005. No impairment was recognized based on the results of the annual goodwill impairment test.

F-21

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      The amortized intangible assets as of January 31, 2006 and 2005 relate to the estimated fair value of the customer contracts and customer relationships acquired and non-compete agreements in respect of certain acquisitions. The changes in the carrying value of intangible assets as of January 31, 2006 and 2005 are as follows:

									Weighted
		Gross		Accumulated			Net Carry		Average Life
		Carry Value		Amortization			Value		(Years)
As of January 31, 2006:
Customer contracts and relationships		$	41,164	$	(6,195	)	$	34,969		10.7
Non-compete agreements			2,124		(1,233	)		891		2.5
	Total	$	43,288	$	(7,428	)	$	35,860
As of January 31, 2005:
Customer contracts and relationships		$	37,011	$	(2,421	)	$	34,590		11.2
Non-compete agreements			2,162		(420	)		1,742		2.5
	Total	$	39,173	$	(2,841	)	$	36,332

      Amortization expense totaled $4,690, $1,980 and $663 for the years ended January 31, 2006, 2005 and 2004, respectively. The following table shows the expected amortization expense for intangible assets, including the expected amortization expense for Market Transport, for each of the next five fiscal years ended January 31.

2007	$	8,889
2008		8,315
2009		8,198
2010		6,057
2011		5,740

      In addition to the amortizable intangible assets, the Company also has $6,552 and $6,350 of intangible assets not subject to amortization as of January 31, 2006 and 2005, respectively, related to trademarks acquired with IHD and Unigistix.

7. Trade Payables and Other Accrued Liabilities

      At January 31, 2006 and 2005, trade payables and other accrued liabilities were comprised of the following:

		January 31,
		2006		2005
Trade payables:
	Due to agents	$	3,276	$	3,351
	Other trade payables		365,655		327,557
Trade payables			368,931		330,908
Interest payable			235		592
Staff cost related accruals			47,819		41,265
Other payables and accruals			48,115		40,238
Total trade payables and other accrued liabilities		$	465,100	$	413,003

F-22

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

8. Borrowings

      At January 31, 2006 and 2005, borrowings were comprised of the following:

	January 31,
	2006		2005
Bank lines of credit	$	95,177	$	92,340
Short-term borrowings		4,441		3,165
Long-term bank borrowings		13,775		5,105
	$	113,393	$	100,610

      The amounts due as of January 31, 2006 are repayable in the following fiscal years:

2007	$	99,617
2008		1,435
2009		1,418
2010		1,744
2011		2,534
2012 and thereafter		6,645
	$	113,393

      Borrowings are denominated primarily in U.S. dollars, Australian dollars and other currencies, as follows (presented in U.S. dollar equivalents):

	US$		AUD		Euro		TWD		Other		Total
As of January 31, 2006:
Bank lines of credit	$	64,000	$	15,657	$	1,169	$	469	$	13,882	$	95,177
Short-term borrowings		—		—		657		—		3,784		4,441
Long-term bank loans		—		—		729		12,304		742		13,775
As of January 31, 2005:
Bank lines of credit	$	68,000	$	10,841	$	5,750	$	—	$	7,749	$	92,340
Short-term borrowings		—		—		616		—		2,549		3,165
Long-term bank loans		—		—		—		—		5,105		5,105

      As of January 31, 2006 and 2005, the weighted average interest rate on the Company’s outstanding debt was 7.3% and 4.7%, respectively. An analysis of interest rates by currency is as follows (presented in U.S. dollar equivalents):

	US$			AUD			Euro			TWD			Other
As of January 31, 2006:
Bank lines of credit		5.7- 7.5	%		9.4	%		4.0- 8.8	%		2.8	%		0.6- 9.5	%
Short-term borrowings		—			—			3.0	%		—			0.0
Long-term bank loans		—			—			4.1- 8.8	%		2.8	%		8.4-9.5
As of January 31, 2005:
Bank lines of credit		3.2- 5.0	%		9.0	%		2.5- 8.8	%		—			0.6- 16.8	%
Short-term borrowings		—			—			1.7-2.3			—			0.6
Long-term bank loans		—			—			—			—			8.3-14.5

F-23

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      The Company’s credit facilities at January 31, 2006 allow for borrowings and guarantees of up to $209,532 and $114,127, respectively, depending on available receivables and other restrictions. Borrowings under these facilities totaled approximately $95,177 as of January 31, 2006 and we had approximately $114,355 million of available, unused borrowing capacity under our various bank lines of credit. 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 above mentioned facilities. Consequently, the uses of these facilities are normally restricted to the country in which they are offered. Certain of these facilities have financial covenants, all of which the Company was in compliance with as of January 31, 2006.

      Borrowings on bank lines of credit at January 31, 2006 and 2005 of $70,464 and $62,528, 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 $149,657 are pledged as security against certain of the Company’s borrowings, which amount to $53,797 at January 31, 2006. Certain of these facilities are secured by cross guarantees and indemnities of selected subsidiary companies and by substantially all of the assets of our U.S. subsidiaries as well as a pledge of the stock of the U.S. subsidiaries.

      Effective March 7, 2006, the Company entered into a new $150,000 senior, secured term loan credit facility (Bridge Facility). This credit facility matures on September 7, 2006 and contains financial and other covenants.

      The Company entered into the Bridge Facility to provide short-term financing for the acquisition of Market Transport. The Bridge Facility is secured by a pledge of all the shares of Market Transport and each of its subsidiaries. To repay the Bridge Facility, the Company is seeking replacement alternative long-term debt financing of up to $200,000. In addition, the Company is also commencing the process of proceeding with a new $250,000 worldwide revolving credit facility which will replace substantially all the existing borrowing capacities.

9. Supplemental Financial Information

Other Operating Expenses

      Included in other operating expenses are facilities and communication costs for the years ended January 31, 2006, 2005 and 2004 of $103,033, $83,794 and $67,711, respectively. The balance of other operating expenses is comprised of selling, general and administrative costs.

Supplemental Cash Flow Information

			Year Ended January 31,
			2006			2005			2004
Net cash (received)/paid for:
		Interest	$	(4,115	)	$	(88	)	$	(950	)
		Income taxes		30,677			18,787			10,090
Non-cash activities:
	Capital lease obligations incurred to acquire assets			14,948			6,566			2,049
	Value of shares issued as acquisition earn-out payment			15,017			—			—
	Liability incurred for acquisition earn-out payment			1,200			—			—

      UTi is a holding company and so relies on dividends or advances from its subsidiaries to meet its financial obligations and to pay dividends on its ordinary shares. The ability of UTi’s subsidiaries to pay dividends to the

F-24

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

Company and UTi’s ability to receive distributions is subject to applicable local law and other restrictions including, but not limited to, applicable tax laws and limitations contained in some of its bank credit facilities. Such laws and restrictions could limit the payment of dividends and distributions to the Company which would restrict UTi’s ability to continue operations. In general, UTi’s subsidiaries cannot pay dividends in excess of their retained earnings and most countries require the subsidiaries pay a distribution tax on all dividends paid. In addition, the amount of dividends that UTi’s subsidiaries could declare may be limited by exchange controls.

10. Retirement Benefit Plans

Defined Contribution Plans

      In certain countries, the Company operates defined contribution retirement 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. The Company is required to contribute a specified percentage of the payroll costs to the retirement benefit plan to fund the benefits. The only obligation of the Company with respect to the retirement benefit plans is to make the required contribution. For the years ended January 31, 2006, 2005 and 2004, the Company’s contributions to the above plans were $8,464, $8,016 and $6,298, 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 Company uses January 31 as the measurement date for its defined benefit plans.

      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 primarily to South Africa.

		Year Ended January 31,
		2006			2005			2004
Change in projected benefit obligations:
Projected benefit obligation at beginning of year		$	26,852		$	20,587		$	14,942
Service cost			1,077			1,290			1,049
Plan participants’ contributions			488			403			328
Interest cost			2,067			2,302			1,697
Actuarial gains/(losses)			5,295			(8	)		(36	)
Benefits paid			(1,525	)		(1,566	)		(548	)
Foreign exchange translation adjustment			(194	)		3,844			3,155
	Projected benefit obligations at end of year	$	34,060		$	26,852		$	20,587

F-25

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

			Year Ended January 31,
			2006			2005			2004
Change in plan assets:
Fair value of plan assets at beginning of year			$	24,199		$	18,864		$	13,584
Realized gains on assets				2,678			1,355			1,816
Employer contributions				1,319			1,021			762
Benefits paid				(1,525	)		(1,566	)		(548	)
Plan participants’ contribution				488			403			328
Foreign exchange translation adjustment				(399	)		4,122			2,922
Fair value of plan assets at end of year			$	26,760		$	24,199		$	18,864
Reconciliation of funded status and net amount recognized in the accompanying consolidated balance sheets:
	Funded status at end of year		$	(7,300	)	$	(2,653	)	$	(1,723	)
	Unrecognized net loss			10,182			6,916			5,571
		Net amount recognized at end of year	$	2,882		$	4,263		$	3,848
Weighted average assumptions used to determine benefit obligations at end of year:
Discount rate				8	%		11	%		11	%
Rate of increase in future compensation levels				6	%		9	%		9	%
Expected long-term rate of return on assets				8	%		9	%		14	%
Weighted average assumptions used to determine net periodic benefit expense at end of year:
Discount rate				8	%		11	%		11	%
Rate of increase in future compensation levels				6	%		9	%		9	%
Expected long-term rate of return on assets				8	%		9	%		14	%

      The accumulated benefit obligation for all defined benefit plans was $21,139, $10,839 and $8,253 at January 31, 2006, 2005 and 2004, respectively.

      Net periodic pension expense consists of:

		Year Ended January 31,
		2006			2005			2004
Service cost component		$	1,077		$	1,290		$	1,049
Plan participants’ contributions			488			403			328
Interest cost component			2,067			2,302			1,697
Expected return on assets			(2,008	)		(2,995	)		(2,235	)
Amortization of unrecognized net loss			445			345			352
	Net periodic pension expense	$	2,069		$	1,345		$	1,191

F-26

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      Amounts recognized in the balance sheet consist of:

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

      One of the Company’s plans has an accumulated benefit obligation in excess of plan assets, with projected and accumulated benefit obligations of $6,316, respectively, and the fair value of plan assets being $3,190. Consequently, there is an increase in the minimum liability included in other comprehensive income of $3,126.

      The fair value of plan assets for the Company’s South African pension benefits as of January 31, 2006 was $23,628. The following table sets forth the weighted-average asset allocation and target asset allocation for the plan assets:

	As of
	January 31,
							Target
	2006			2005			Allocation
Equity securities		54	%		58	%		45-55	%
Debt securities		21			34			25-35
Real estate		5			6			0-10
Other		20			2			10-20
Total		100	%		100	%

      Equity securities did not include any of the Company’s ordinary shares at January 31, 2006 and 2005.

      The objectives of the Company’s South African investment strategy of the defined benefit plans are to earn the required rate of return on investments in order to ensure that the assets at least match the member’s actuarial liabilities, and to manage the risk of negative returns. An analysis of the required rate of return showed that a real rate of return of 4% was required. A portfolio targeting the South African Consumer Price Index excluding interest rates on mortgage bonds plus 4% has therefore been proposed. The investment strategy has been set up in such a way, so that it complies with Regulation 28 of the South African Pension Funds Act. The investment strategy also satisfies the liquidity requirements of the fund to ensure that payments such as expenses, taxes, withdrawals and other contingencies can be made.

      The strategic asset allocation of the South African pension benefits refers to the allocation of the assets across the various asset classes. The asset allocation decided on is 60% of the assets in equities, 25% in bonds, 5% in cash and 10% in alternative strategies. The expected overall long term return on assets is 9%. This figure was attained by calculating historic five-year rolling returns on a monthly basis for the different classes of assets (e.g., equities, bonds, property and cash). These returns were based on monthly returns since Jan 1993, compiled by outside investment consultants. These returns were then compared to the appropriate inflation rates so that real returns could be calculated. An appropriate notional portfolio was constructed. A return for this portfolio was calculated using the five-year rolling values. The calculation indicated that a real annual return of approximately 4% was achievable (on average) for the notional portfolio. This return could be expected to vary between 0% and 9%. As a result, it was decided that a real return of 4% should be adopted, allowing for fees and tax. An indication of the long term expectation of inflation was determined by comparing

F-27

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

the return on fixed interest bonds and inflation linked bonds. This comparison indicated an inflation rate of 5% per annum currently. With the real annual return of 4% and the inflation rate of 5%, this implies that a gross return on assets of 9% may reasonably be expected over the long term.

      The objectives of the Company’s United Kingdom (U.K.) investment strategy of the defined benefit plans are to earn the required rate of return on investments in order to ensure that the assets at least match the member’s actuarial liabilities, and to manage the risk of negative returns. An analysis of the required rate of return showed that a real rate of return of 4% was required. A portfolio targeting the U.K. Retail Price Index plus 4% has therefore been proposed. The investment strategy also satisfies the liquidity requirements of the fund to ensure that payment such as expenses, taxes, withdrawals and other contingencies can be made. The strategic asset allocation of the U.K. pension benefits refers to the allocation of the assets across the various asset classes. The asset allocation decided on is 60% of the assets in equities, 20% in government bonds.

      For the year ended January 31, 2006, $1,319 of contributions have been made by the Company to its pension plans. The Company presently anticipates contributing $1,523 to fund its pension plans during the year ending January 31, 2007.

      The following table shows the estimated future benefit payments for each of the next five fiscal years ended January 31 and thereafter:

2007	$	1,523
2008		3,522
2009		1,834
2010		530
2011		1,670
2012-2016		5,607

11. Shareholders’ Equity

      During the years ended January 31, 2006, 2005 and 2004, the Company’s Board of Directors declared a dividend on the Company’s outstanding ordinary shares of $0.05, $0.038 and $0.032 per share, respectively, totaling $4,672, $3,563 and $2,889, respectively.

      On March 7, 2006, the Company’s Board of Directors (the Board) declared a three-for-one stock split of the Company’s ordinary shares. Shareholders of record as of the close of business on March 17, 2006 received two additional shares for each one share held on the record date with distribution of the additional shares effected on March 27, 2006.

      On March 29, 2006, the Board declared an annual regular cash dividend on the Company’s outstanding ordinary shares of $0.06 per share payable on May 19, 2006 to shareholders of record as of April 28, 2006.

12. Share-Based Compensation Plans

      As of January 31, 2006, the Company had the following share-based compensation plans: the 2000 Employee Share Purchase Plan; 2004 Long Term Incentive Plan (LTIP); 2000 Stock Option Plan; 2004 Non-Employee Directors Share Incentive Plan (2004 Directors Incentive Plan); Non-Employee Directors Share Option Plan (Directors Option Plan) and Union-Transport Share Incentive Plan.

      The Company applies the intrinsic value-based methodology in accordance with APB No. 25 as permitted by SFAS No. 123 in accounting for all share-based compensation plans. Had compensation expense for ordinary shares and restricted stock units awarded under all share-based compensation plans been

F-28

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

determined based on their fair value at the grant date, 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 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 1,200,000 ordinary shares are reserved for issuance under this plan, subject to adjustments as provided for in the plan. During fiscal 2006, the Company issued 50,895 ordinary shares under 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.

2004 Long-Term Incentive Plan

      The Company’s LTIP, was approved by the shareholders on February 27, 2004, and provides for the issuance of a variety of awards, including options, share appreciation rights (sometimes referred to as SARs), restricted shares, restricted share units, deferred share units, and performance based awards. This plan allows for the grant of incentive and non-qualified stock options. 6,000,000 shares were originally reserved for issuance under this plan when it was adopted, subject to adjustments. As a result of the adoption of the LTIP, the Company reduced the maximum number of ordinary shares which may be issued pursuant to options granted under the 2000 Stock Option Plan by 3,900,000 shares. In May 2005, 30,732 ordinary shares held in the incentive trusts for the Union-Transport Share Incentive Plan and the Executive Share Plan were returned to the Company, without any cost to the Company, and cancelled in connection with the LTIP as approved by the Company’s shareholders in February 2004.

      Options granted under this plan generally vest in four annual increments of 25% each starting on the first anniversary of the grant date. Incentive options vest only as long as participants remain employees of the Company. Deferred share units are 100% vested at all times. At January 31, 2006 and 2005, there were 197,763 and 0 options, respectively, which were exercisable. As of January 31, 2006 and 2005, there were 3,420,975 and 4,770,078 shares, respectively, available to be granted. The weighted average fair value of the options granted under this plan during fiscal 2006 and 2005 were $12.66 and $8.25 per share, respectively.

F-29

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      A summary of the LTIP option activity is as follows:

		2004 LTIP
					Weighted
					average
		Options			exercise
		outstanding			price
Balance at January 31, 2004			—
	Options granted		1,041,240		$	16.47
	Options exercised		—
	Options cancelled/forfeited		—
Balance at January 31, 2005			1,041,240			16.47
	Options granted		1,044,765			24.31
	Options exercised		(35,892	)		15.50
	Options cancelled/forfeited		(15,000	)		22.18
Balance at January 31, 2006			2,035,113			20.47

      A summary of stock options outstanding and exercisable pursuant to the LTIP as of January 31, 2006 is as follows:

	Options outstanding						Options exercisable
			Weighted		Weighted				Weighted
			average		average				average
			remaining		exercise		Number		exercise
Range of exercise prices	Number outstanding		life (years)		price		exercisable		price
$15.01 - $16.64		821,808		8.4	$	15.78		151,890	$	15.68
$18.13 - $22.88		934,179		9.2		21.77		45,873		19.74
$25.15 - $25.58		15,000		9.6		25.37		—		—
$30.16 - $30.61		264,126		10.0		30.18		—		—

      At January 31, 2006 and 2005, there were 284,628 and 188,682 restricted share units, respectively, which were allocated to employees and officers of the Company for retention based awards under the LTIP with a weighted average grant-date fair value of approximately $19.65 and $18.19 per unit, respectively. During fiscal 2006, the Company allocated 95,946 restricted share units with a weighted average grant-date fair value of approximately $22.43. The restricted share units vest and convert into ordinary shares of the Company over a period between four and five years. Granted but unvested units are forfeited upon termination of employment. At January 31, 2006, there were 284,628 unvested restricted share units with a weighted average grant-date fair value of approximately $19.65 per unit.

      At January 31, 2006 and 2005, there were 223,392 restricted share units, which were allocated to employees and officers of the Company for performance based awards under the LTIP with a weighted average grant-date fair value of approximately $18.29 per unit. During the year ended January 31, 2006, no restricted share units were allocated to employees and officers of the Company for performance based awards under the LTIP. The restricted share units vest and convert into ordinary shares of the Company at the end of a three year period should certain performance criteria be met. In fiscal 2006, gross compensation expense of $3,804 was recognized by the Company in the income statement in respect of these performance based awards as it was probable that these performance criteria would be achieved. During fiscal 2005, it was not probable that these performance criteria would be achieved and therefore the impact of these restricted share units were excluded from the Company’s income statement and the potential dilutive shares in the denominator when

F-30

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

computing diluted earnings per share. At January 31, 2006, there were 223,392 unvested restricted share units with a weighted average grant-date fair value of approximately $18.29 per unit.

Summary of the 2000 Stock Option Plan

      The Company’s 2000 Stock Option Plan, created in the fiscal 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. With the approval of the 2004 Long Term Incentive Plan in February 2004, any options outstanding under the 2000 Stock Option Plan which are cancelled or terminated or otherwise forfeited by the participants or optionees will not be made available for reissuance under the 2000 Stock Option Plan. At January 31, 2006, no shares were 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. Incentive options vest only as long as participants remain employees of the Company. At January 31, 2006, 2005, and 2004, there were 2,950,671, 3,621,282 and 2,523,867, options, respectively, which were exercisable at a weighted average exercise price of $5.80, $5.36 and $4.89 per share, respectively.

      A summary of the 2000 Stock Option Plan option activity is as follows:

		2000 Stock Option Plan
					Weighted
					average
		Options			exercise
		outstanding			price
Balance at January 31, 2003			6,261,024		$	5.23
	Options granted		1,278,000			9.50
	Options exercised		(957,915	)		4.83
	Options cancelled/forfeited		(83,202	)		4.63
Balance at January 31, 2004			6,497,907			6.13
	Options granted		—
	Options exercised		(766,056	)		5.29
	Options cancelled/forfeited		(13,569	)		6.70
Balance at January 31, 2005			5,718,282			6.24
	Options granted		—
	Options exercised		(1,559,151	)		5.71
	Options cancelled/forfeited		(18,960	)		9.14
Balance at January 31, 2006			4,140,171			6.42

F-31

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      A summary of stock options outstanding and exercisable pursuant to the 2000 Stock Option Plan as of January 31, 2006 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
$4.16 - $5.00		1,373,472		4.3	$	4.51		1,373,472	$	4.51
$5.33 - $6.18		645,174		5.2		5.57		531,174		5.53
$6.33 - $8.26		1,633,350		6.6		7.01		843,150		6.81
$10.18 - $11.24		488,175		7.5		10.97		202,875		11.00

      The Company applies the intrinsic value-based methodology in accordance with APB No. 25 as permitted by SFAS No. 123 in accounting for the 2000 Stock Option Plan. In accordance with APB No. 25, no compensation has been recognized for the years ended January 31, 2006, 2005 and 2004. 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. There were no options granted under this plan during fiscal 2006. The weighted average fair value of the options granted under this plan during fiscal 2004 was $4.88 per share.

2004 Non-Employee Directors Share Incentive Plan

      The Company’s 2004 Directors Incentive Plan, was approved by the shareholders on June 25, 2004, and provides for the issuance of restricted shares, restricted share units, elective grants and deferred share units. 600,000 shares are reserved for issuance under this plan, subject to adjustments. The 2004 Directors Incentive Plan terminates on June 25, 2014.

      At January 31, 2006 and 2005, there were 12,252 and 15,855 restricted share units, respectively, which were granted to members of the Board of Directors under the 2004 Directors Incentive Plan with a weighted average grant-date fair value of approximately $22.21 and $17.15, respectively. The restricted share units vest and convert into the right to receive ordinary shares of the Company over a one-year period. Granted but unvested units are forfeited upon termination of office, subject to the directors’ rights to defer receipt of any restricted shares. At January 31, 2006, there were 12,252 unvested restricted share units with a weighted average grant-date fair value of approximately $22.21 per unit. At January 31, 2006, no options had been issued.

Summary of the Non-Employee Directors Share Option Plan

      The Company’s Directors Option Plan provides for the issuance of options to purchase ordinary shares to each of the Company’s non-employee directors. Due to the adoption of the 2004 Directors Incentive Plan, no further option grants will be made pursuant to the Directors Option Plan. Under this plan, non-executive directors received an initial grant to purchase 45,000 ordinary shares on the day they joined our Board. The plan also provided that each non-employee director received options to purchase 9,000 ordinary shares on the date of each of the Company’s annual meetings, excluding the annual meeting in the year the director joined the Board. 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, 2006 options to acquire 279,000 ordinary shares have been granted, with exercise prices ranging from $5.31 to $11.93 per share. The weighted average fair value of the options granted under this plan during fiscal 2004 was $5.18 per share.

F-32

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      Options granted under this plan vest in three annual increments, beginning one year from the grant date. As of January 31, 2006, 2005 and 2004, there were 108,000, 105,000 and 99,000 options, respectively, which were exercisable under this plan at a weighted average exercise price of $8.33, $7.06 and $5.64, respectively. 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:

		Directors Option Plan
					Weighted
					average
		Options			exercise
		outstanding			price
Balance at January 31, 2003			198,000		$	5.68
	Options granted		81,000			11.20
	Options exercised		(54,000	)		5.51
	Options cancelled/forfeited		—
Balance at January 31, 2004			225,000			7.71
	Options granted		—
	Options exercised		(54,000	)		5.72
	Options cancelled/forfeited		(9,000	)		9.04
Balance at January 31, 2005			162,000			8.29
	Options granted		—
	Options exercised		(30,000	)		5.75
	Options cancelled/forfeited		—
Balance at January 31, 2006			132,000			8.87

      A summary of stock options outstanding and exercisable under this plan as of January 31, 2006 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
$5.31 - 6.57		60,000		5.6	$	5.95		60,000	$	5.95
$10.28 - 11.93		72,000		7.7		11.31		48,000		11.31

Summary of the Union-Transport Share Incentive Plan

      In September 1997, 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 were offered the opportunity to enter into an agreement with the Trust to acquire ordinary shares (Plan Shares).

      Under the Plan, ordinary shares were 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 $3.23 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

F-33

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

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.

      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 Company applies the intrinsic value-based methodology in accordance with APB No. 25 as permitted by SFAS No. 123 in accounting for the Plan. In accordance with APB No. 25, total compensation cost related to the Plan was $8, $131 and $131 for the years ended January 31, 2006, 2005 and 2004, respectively, with corresponding increases to shareholders’ equity.

      A summary of Plan activity is as follows:

		Year ended January 31,
		2006			2005			2004
Unvested shares at beginning of year			43,278			268,200			326,934
Shares granted			—			—			—
Shares exercised			(10,077	)		(207,714	)		(49,449	)
Shares returned			—			(17,208	)		(9,285	)
Unvested shares at end of year			33,201			43,278			268,200
Shares available for future grants at end of year			912			31,644			51,435
	Total shares held in Trust at end of year		34,113			74,922			319,635

Shares Held in Employer Stock Benefit Trust

      The ordinary shares held by the trust for the Plan 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.

13. Derivative Financial Instruments

      The Company generally 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, 2006, the Company had contracted to sell the following amounts under forward exchange contracts which all mature within 60 days of January 31, 2006: $5,077 in euros; $15,813 in U.S. dollars; $1,278 in British pounds sterling; and, $1,837 in other currencies. The fair values of forward exchange contracts were $61 and $74 for the years ended January 31, 2006 and 2005, respectively.

F-34

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

14. Commitments

      At January 31, 2006, 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
2007	$	6,801		$	60,152
2008		5,846			46,516
2009		8,923			33,332
2010		2,148			26,168
2011		1,064			21,004
2012 and thereafter		55			29,222
Total payments		24,837		$	216,394
Less amounts representing interest		(2,580	)
Present value of minimum capital lease obligations	$	22,257

      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, 2006, 2005 and 2004 was $55,841, $43,719 and $36,202, respectively.

      It is the Company’s policy to lease certain of its property, plant and equipment under capital leases. The normal lease term for furniture, fixtures and equipment is two to five years and the normal lease term for buildings varies between three and ten years. For the year ended January 31, 2006, the average effective borrowing rate for property, plant and equipment under capital leases was 6.9%. Interest rates usually vary during the contract period.

      Capital commitments contracted for, but not provided in the accompanying consolidated balance sheet as of January 31, 2006 totaled $5,201.

15. Contingencies

      From time to time, the Company is a defendant or plaintiff in various legal proceedings, including litigation arising in the ordinary course of business. To date, none of these types of litigation has had a material effect on the Company and, as of January 31, 2006, the Company is not a party to any material litigation except as described below.

      The Company is involved in a dispute with the South African Revenue Service where the Company makes use of “owner drivers” for the collection and delivery of cargo. The South African Revenue Service is attempting to claim that the Company is liable for employee taxes in respect of these owner drivers. The Company has strongly objected to this, and together with their expert legal and tax advisors, as the Company believes that the Company is in full compliance with the relevant sections of the income tax act governing this situation and has no tax liability in respect of these owner drivers. The amount claimed by the South African Revenue Service is approximately $15,839 based on exchange rates as of January 31, 2006.

      The Company is involved in litigation in Italy (in cases filed in 2000 in the Court of Milan) and England (in a case filed on April 13, 2000 in the High Court of Justice, London) 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

F-35

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

monetary damages, including compensation for termination of the former ultimate 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. One such claim in particular (filed on February 27, 2004 in the Court of Milan, Italy, by Locafit) was waived by the plaintiff on March 7, 2006, with no settlement payment required by the Company. The total of all such remaining actual and potential claims, albeit duplicated in several proceedings, is approximately $11,527, based on exchange rates as of January 31, 2006.

      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 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 billion in damages. To date, the plaintiffs have not obtained class certification. The Company believes it is 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 the company’s 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 thus far to produce evidence that the Company acted as a freight forwarder for cargo that included chemicals used by the Iraqi army.

      In accordance with SFAS No. 5, Accounting for Contingencies, the Company has not accrued for a loss contingency relating to the disclosed legal proceedings because it believes that, although unfavorable outcomes in the proceedings may be reasonably possible, they are not considered by management to be probable or reasonably estimable.

16. Related Party Transactions

      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 such subsidiary) and members of his family, provides management consulting and sales solicitation services. During the years ended January 31, 2006, 2005 and 2004, the Company’s Hong Kong subsidiary paid the company approximately $437, $180 and $206, 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 President Client Solutions-Europe, Middle East and North Africa (EMENA) Region and his three brothers, two of whom are current employees of the Company, all of whom were previous owners of SLi. During the years ended January 31, 2006, 2005 and 2004, approximately $1,213, $664 and $864, respectively, was billed by the Company’s Spanish subsidiary for fees pursuant to this agreement. As of January 31, 2006 and 2005, the total net amount due from the company owned by these three employees, their immediate family members and companies owned by them was $315 and $284, respectively.

      The Company’s Israeli operating subsidiary is party to various agreements, effective for the year ended January 31, 2004, pursuant to which a company partially owned by the Managing Director of UTi Eliat Overseas Ltd., provides facility and vehicle leases. During the years ended January 31, 2006, 2005 and 2004, the Company’s Israeli subsidiary paid the company approximately $71, $163 and $273, respectively, under these agreements. During the year ended January 31, 2006, the Company’s Israeli operating subsidiary was also party to a service agreement pursuant to which a company owned by the Managing Director of the Company’s Israeli subsidiary provides custom clearances for our customers. During the year ended Janu-

F-36

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

ary 31, 2006, the Company’s Israeli subsidiary paid the company approximately $619 under this service agreement. As of January 31, 2006, the total net amount due to the company pursuant to these leases and service agreements was $118.

      During the year ended January 31, 2006, one of the Company’s South African operating subsidiaries was party to a service agreement pursuant to which a company controlled by one of the Company’s South African subsidiary’s directors and members of his family, provides management and accounting services. During the year ended January 31, 2006, the Company’s South African subsidiary paid the company approximately $627 under this service agreement. As of January 31, 2006, the total amount due to the company pursuant to this service agreement was $116.

      Pursuant to an amended and restated registration rights agreement, PTR Holdings Inc. (PTR Holdings) and Union-Transport Holdings Inc., who are shareholders, are entitled to rights with respect to the registration of their shares under the Securities Act of 1933.

      In fiscal 2005, the Company entered into a registration rights agreement with United Services Technologies Limited (Uniserv), the Company’s largest shareholder. Pursuant to the registration rights agreement, the Company filed an amendment to a registration statement for use by Uniserv which permitted Uniserv to monetize a portion of its equity ownership in the Company in order to raise the proceeds necessary to finance a merger transaction. The merger transaction resulted in the cancellation of the outstanding shares in Uniserv held by its shareholders other than PTR Holdings, a company controlled by certain current and former members of the Company’s management and by the Anubis Trust (a Guernsey Island Trust which has an independent trustee and protector). As a result of the merger transaction and the Uniserv monetization, PTR Holdings became Uniserv’s sole remaining shareholder and Uniserv delisted from the JSE Securities Exchange South Africa. The Company was not a party to the merger nor did the Company sell any shares in the transaction. As part of the Uniserv monetization transaction, the Company entered into an underwriting agreement with Uniserv, the underwriters and certain other parties named therein. Uniserv was responsible for all the costs associated with the transaction and during fiscal 2005, the Company was reimbursed by Uniserv for all costs the Company incurred in connection with the transaction, which totaled $301. As of January 31, 2005, the total amount due from Uniserv was $200, which was subsequently paid in full in March 2005. In January 2006, Uniserv was liquidated and dissolved.

17. Segment Reporting

      The Company operates in four 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 oftentimes affected by different 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-37

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

      Certain information regarding the Company’s operations by segment is summarized as follows:

	Year Ended January 31, 2006
					Asia
	Europe		Americas		Pacific		Africa		Corporate			Total
Gross revenue from external Customers	$	693,661	$	698,222	$	854,717	$	538,975	$	—		$	2,785,575
Net revenue	$	209,165	$	373,859	$	136,358	$	247,022	$	—		$	966,404
Staff costs		112,394		224,879		57,610		108,312		11,557			514,752
Depreciation and amortization		5,718		4,912		3,162		6,366		1,794			21,952
Amortization of intangible assets		—		3,679		306		705		—			4,690
Other operating expenses		55,425		107,305		32,601		86,063		11,552			292,946
Operating income/(loss)	$	35,628	$	33,084	$	42,679	$	45,576	$	(24,903	)		132,064
Interest income													4,945
Interest expense													(8,814	)
Losses on foreign exchange													(303	)
Pretax income													127,892
Provision for income taxes													35,255
Income before minority interests												$	92,637
Capital expenditures	$	7,804	$	7,182	$	3,531	$	14,191	$	42		$	32,750
Segment assets at year-end	$	249,266	$	351,959	$	263,915	$	381,136	$	12,488		$	1,258,764

F-38

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

	Year Ended January 31, 2005
					Asia
	Europe		Americas		Pacific		Africa		Corporate			Total
Gross revenue from external Customers	$	582,428	$	562,853	$	681,532	$	432,980	$	—		$	2,259,793
Net revenue	$	176,425	$	286,760	$	109,159	$	201,437	$	—		$	773,781
Staff costs		94,202		164,615		44,587		87,110		7,251			397,765
Depreciation and amortization		5,413		3,674		2,476		6,069		1,821			19,453
Amortization of intangible assets		—		1,477		—		503		—			1,980
Other operating expenses		49,487		94,580		27,105		77,735		10,225			259,132
Operating income/(loss)	$	27,323	$	22,414	$	34,991	$	30,020	$	(19,297	)		95,451
Interest income													4,112
Interest expense													(4,586	)
Gains on foreign exchange													973
Pretax income													95,950
Provision for income taxes													25,698
Income before minority interests												$	70,252
Capital expenditures	$	7,615	$	6,378	$	3,293	$	10,126	$	24		$	27,436
Segment assets at year-end	$	210,617	$	304,955	$	197,294	$	305,784	$	26,017		$	1,044,667

F-39

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

	Year Ended January 31, 2004
					Asia
	Europe		Americas		Pacific		Africa		Corporate			Total
Gross revenue from external customers	$	424,457	$	449,381	$	430,376	$	198,661	$	—		$	1,502,875
Net revenue	$	129,404	$	252,378	$	86,489	$	127,870	$	—		$	596,141
Staff costs		73,814		147,201		36,708		55,667		5,337			318,727
Depreciation and amortization		4,415		3,976		2,140		3,088		1,187			14,806
Amortization of intangible assets		—		594		—		69		—			663
Other operating expenses		40,125		84,760		21,755		51,264		4,970			202,874
Operating income/(loss)	$	11,050	$	15,847	$	25,886	$	17,782	$	(11,494	)		59,071
Interest income													6,881
Interest expense													(5,840	)
Losses on foreign exchange													(341	)
Pretax income													59,771
Provision for income taxes													13,403
Income before minority interests												$	46,368
Capital expenditures	$	5,339	$	6,710	$	3,238	$	4,959	$	522		$	20,768
Segment assets at year-end	$	162,890	$	170,609	$	155,834	$	158,302	$	55,706		$	703,341

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

F-40

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

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

		Year Ended January 31,
		2006		2005		2004
Gross revenues:
	Airfreight forwarding	$	1,213,987	$	1,017,560	$	720,689
	Ocean freight forwarding		826,079		672,641		360,253
	Customs brokerage		80,960		77,568		67,859
	Contract logistics		443,738		312,289		229,709
	Other		220,811		179,735		124,365
		$	2,785,575	$	2,259,793	$	1,502,875
Net revenues:
	Airfreight forwarding	$	290,993	$	253,289	$	198,822
	Ocean freight forwarding		118,346		98,877		75,131
	Customs brokerage		78,503		75,352		65,532
	Contract logistics		370,714		257,141		192,969
	Other		107,848		89,122		63,687
		$	966,404	$	773,781	$	596,141

18. Selected Quarterly Financial Data (Unaudited)

For the Year Ended January 31,		First		Second		Third		Fourth		Total
Gross revenue:
	2006	$	630,193	$	686,232	$	740,946	$	728,204	$	2,785,575
	2005		489,628		540,359		602,503		627,303		2,259,793
Net revenue:
	2006		221,198		238,265		253,227		253,714		966,404
	2005		169,989		186,503		202,019		215,270		773,781
Operating income:
	2006		26,927		33,648		40,273		31,216		132,064
	2005		18,685		23,530		26,743		26,493		95,451
Net income:
	2006		17,769		22,343		26,054		22,258		88,424
	2005		12,793		16,214		19,910		18,612		67,529
Basic earnings per share:
	2006		0.19		0.24		0.28		0.23		0.94
	2005(1)		0.14		0.18		0.22		0.20		0.73
Diluted earnings per share:
	2006(2)		0.18		0.23		0.27		0.23		0.90
	2005(3)		0.13		0.17		0.21		0.19		0.71

F-41

UTi WORLDWIDE INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Years Ended January 31, 2006, 2005 and 2004

(1)	The basic earnings per share amounts for the fiscal 2005 quarters do not add to the total year ended January 31, 2005 amount due to the effects of rounding.
(2)	The diluted earnings per share amounts for the fiscal 2006 quarters do not add to the total year ended January 31, 2006 amount due to the effects of rounding.
(3)	The diluted earnings per share amounts for the fiscal 2005 quarters do not add to the total year ended January 31, 2005 amount due to the effects of rounding.

F-42

UTi Worldwide Inc.

Schedule II

Valuation and Qualifying Accounts

(in thousands)

Allowance for Doubtful Accounts

	Balance at		Amounts		Charges					Foreign
	Beginning		Charged		Against the					Currency			Balance at
Year Ended January 31,	of Year		to Expense		Allowance			Other		Translation			End of Year
2006	$	16,687	$	1,349	$	(3,429	)	$	—	$	(240	)	$	14,367
2005		14,300		7,658		(6,519	)		—		1,248			16,687
2004		11,943		4,792		(3,876	)		159		1,282			14,300

      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-43

INDEX TO EXHIBITS

Exhibit			Description
	2	.1*	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 (incorporated by reference to Exhibit 2.1 to the company’s Registration Statement on Form F-3, No. 333-101309, dated November 19, 2002)(1)
	2	.2*	Share Purchase Agreement, dated as of October 12, 2004, among UTi Worldwide Inc., 6289541 Canada Inc., and the other parties named therein (incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K, dated October 15, 2004)(1)
	2	.3*	Stock Purchase Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., Market Industries, Ltd., and the other parties named therein (incorporated by reference to Exhibit 2.1 to the company’s Current Report on Form 8-K, dated March 7, 2006)(1)
	3	.1	Memorandum of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, dated October 25, 2005)
	3	.2	Articles of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, dated March 3, 2006)
	10	.1+	Form of Employment Agreement between Mr. Wessels and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.2+	Form of Employment Agreement between Mr. MacFarlane and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.3+	Form of Employment Agreement between Mr. Draper and the company (incorporated by reference to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.4+	2000 Employee Share Purchase Plan, as amended (incorporated by reference to Exhibit 4 to the company’s Registration Statement on Form S-8, No. 333-58832, dated April 12, 2001)
	10	.5+	Non-Employee Directors Share Option Plan (incorporated by reference to Exhibit 10.1 to the company’s Registration Statement on Form F-1, No. 333-47616, dated October 10, 2000)
	10	.6+	Union-Transport Inc. Share Incentive Plan, as amended (incorporated by reference to Exhibit 4.20 to the company’s Annual Report on Form 20-F, dated May 8, 2002)
	10	.7	Amended and Restated Registration Rights Agreement between PTR Holdings, Inc., Union-Transport Holdings Inc. and the company (incorporated by reference to Amendment No. 2 to Exhibit 4.4 to the company’s Registration Statement on Form F-3, No. 333-101309, dated December 10, 2002)
	10	.8+	2000 Stock Option Plan, as amended (incorporated by reference to Exhibit 10.12 to the company’s Annual Report on Form 10-K, dated April 15, 2004)
	10	.9	Credit Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation and UTi, (U.S.) Holdings, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)
	10	.10	Guaranty and Collateral Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation, UTi, (U.S.) Holdings, Inc. and UTi, Services, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)
	10	.11+	Employment Agreement between the company and Peter Thorrington, dated September 7, 2004 (incorporated by reference to Exhibit 10.6 to the company’s Quarterly Report on Form 10-Q, dated September 9, 2004)
	10	.12	Credit Agreement between UTi Logistics (Proprietary) Limited, Pyramid Freight (Proprietary) Limited, UTi South Africa (Proprietary) Limited, International Healthcare Distributors (Proprietary) Limited, Kite Logistics (Proprietary) Limited and NedBank Limited, entered into December 6, 2004 (incorporated by reference to Exhibit 10.3 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)

Exhibit			Description
	10	.13	Sale of Shares Agreement, entered into December 6, 2004, between Pyramid Freight (Proprietary) Limited and The Trustees For the Time Being of the UTi Empowerment Trust (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.14	Loan Agreement, entered into December 6, 2004, between Pyramid Freight (Proprietary) Limited and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.5 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.15	Shareholders’ Agreement, entered into December 6, 2004, among Pyramid Freight (Proprietary) Limited, the Trustees for the Time Being of the UTi Empowerment Trust and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.6 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.16	Registration Rights Agreement, dated as of November 23, 2004, between UTi Worldwide Inc. and United Service Technologies Limited (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.17	Affiliated Lender Registration Rights Agreement, dated as of November 23, 2004, among UTi Worldwide Inc., PTR Holdings Inc., Union-Transport Holdings Inc., Wagontrails Investments N.V., and Alan C. Draper (incorporated by reference to Exhibit 10.2 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.18	Amendment No. 1 to Registration Rights Agreement, dated as of December 17, 2004, between UTi Worldwide Inc. and United Service Technologies Limited (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated December 17, 2004)
	10	.19	Sale of Business Agreement, entered into December 6, 2004, between Pyramid Freight Proprietary) Limited and UTi South Africa (Proprietary) Limited (incorporated by reference to Exhibit 10.7 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.20+	Amended and Restated Senior Leadership Team (SLT) Annual Cash Bonus Plan (incorporated by reference to Exhibit 10.11 to the company’s Quarterly Report on Form 10-Q, dated December 8, 2004)
	10	.21*	Agreement between UTi Spain, S.L. and the other parties named therein (incorporated by reference to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated June 9, 2005)
	10	.22	Amendment No. 1, dated May 31, 2005, to the Credit Agreement between UTi, United States, Inc., UTi, Brokerage, Inc., Standard Corporation and UTi, (U.S.) Holdings, Inc. and LaSalle Bank National Association, as agent, and other lenders, dated August 5, 2004 (incorporated by reference
			to Exhibit 10.1 to the company’s Quarterly Report on Form 10-Q, dated September 8, 2005)
	10	.23	Amendment No. 2, dated September 29, 2005, to Credit Agreement by and among UTi United States, Inc., UTi Integrated Logistics, Inc. (formerly known as Standard Corporation), UTi, Brokerage, Inc., UTi (U.S.) Holdings, Inc., UTi Services, Inc. and LaSalle Bank National Association, as administrative agent and lender, and other lenders, dated August 5, 2004 (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated September 29, 2005)
	10	.24	Credit Facility between Nedbank Limited and UTi Worldwide Inc. dated September 19, 2005 (incorporated by reference to Exhibit 10.4 to the company’s Quarterly Report on Form 10-Q, dated December 9, 2005)
	10	.25	Credit Agreement, dated as of March 7, 2006, among UTi (U.S.) Logistics Holdings Inc., UTi Worldwide Inc., UTi (Netherlands) Holdings B.V., LaSalle Bank National Association and the lenders identified therein (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, dated March 7, 2006)
	10	.26+	2004 Long-Term Incentive Plan, as amended and restated
	10	.27+	2004 Non-Employee Directors Share Incentive Plan, as amended and restated
	10	.28+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Stock Option Award Agreement, as amended
	10	.29+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Performance Enhancement Award Agreement, as amended (Type A)

Exhibit			Description
	10	.30+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Performance Enhancement Award Agreement, as amended (Type B)
	10	.31+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Long-Term Award Agreement, as amended (Type A)
	10	.32+	Form of UTi Worldwide Inc. 2004 Long-Term Incentive Plan — Long-Term Award Agreement, as mended (Type B)
	10	.33+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Restricted Share Unit Award Agreement and Election Forms, as amended
	10	.34+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Deferral and Distribution Election Form for Restricted Share Units and Restricted Shares, as amended
	10	.35+	Form of UTi Worldwide Inc. 2004 Non-Employee Directors Share Incentive Plan — Combined Elective Grant and Deferral Election Agreement, as amended
	10	.36+	Employment Agreement of Ms. Linda Bennett (incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.37+	Employment Agreement of Mr. John Hextall (incorporated by reference to Exhibit 99.2 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.38+	Employment Agreement of Mr. Gene Ochi (incorporated by reference to Exhibit 99.3 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.39+	Employment Agreement of Mr. Michael O’Toole (incorporated by reference to Exhibit 99.4 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	10	.40+	Employment Agreement of Mr. Lawrence Samuels (incorporated by reference to Exhibit 99.5 to the company’s Current Report on Form 8-K, dated February 21, 2006)
	12	.1	Statement regarding computation of ratio of earnings to fixed charges
	21		Subsidiaries of the company
	23		Consent of Independent Registered Public Accounting Firm
	31	.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	31	.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	32	.1	Certification of Chief Executive Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	32	.2	Certification of Chief Financial Officer pursuant to Section 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 * Certain confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment. Omitted portions have been filed separately with the Securities and Exchange Commission.

 + Management contract or compensatory arrangement.

(1)  The exhibits and schedules to the Stock Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The company will furnish copies of any of the exhibits and schedules to the Securities and Exchange Commission upon request.

EX-10.26

                                                                   EXHIBIT 10.26

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

1. ESTABLISHMENT, PURPOSE, AND TYPES OF AWARDS

     UTi Worldwide Inc. (the "Company") amends and restates this UTi Worldwide
Inc. 2004 Long-Term Incentive Plan (the "Plan"), effective December 2, 2005, for
the purpose of attracting, retaining and motivating select employees, officers,
directors, advisors, and consultants for the Company and its Affiliates and to
provide incentives and awards for superior performance. Notwithstanding the
foregoing, the amendments contained in this amendment and restatement that
reflect the requirements of Section 409A of the Internal Revenue Code of 1986,
as amended, are effective January 1, 2005.

     The Plan permits the granting of the following types of awards ("Awards"),
according to the Sections of the Plan listed here:

          
Section 6    Options
Section 7    Share Appreciation Rights
Section 8    Restricted Shares and Restricted Share Units
Section 9    Deferred Share Units
Section 10   Performance Awards



     The Plan is not intended to affect any stock options, equity-based
compensation, or other benefits that the Company or its Affiliates may have
provided, or may separately provide in the future.

2. DEFINED TERMS

     Terms in the Plan that begin with an initial capital letter have the
defined meaning set forth in APPENDIX A, unless defined elsewhere in this Plan
or the context of their use clearly indicates a different meaning.

3. SHARES SUBJECT TO THE PLAN

     Subject to the provisions of Section 13 of the Plan, the maximum number of
Shares that the Company may issue pursuant to Awards is 2,000,000. These Shares
may be authorized but unissued Shares, or Shares that the Company has reacquired
or otherwise holds in treasury.

     Shares that are subject to an Award that for any reason expires, is
forfeited, is cancelled, or becomes unexercisable, and Shares that are for any
other reason not paid or delivered under the Plan shall again, except to the
extent prohibited by Applicable Law, be available for subsequent Awards under
the Plan. In addition, the Committee may make future Awards with respect to
Shares that the Company retains from otherwise delivering pursuant to an Award
either (i) as payment of the exercise price of an Award, or (ii) in order to
satisfy the withholding or employment taxes due upon the grant, exercise,
vesting, or distribution of an Award. Notwithstanding the foregoing,



subject to adjustments pursuant to Section 13 below and to the extent required
under applicable tax laws, the number of Shares that are available for ISO
Awards shall equal the number of Shares designated in the preceding paragraph
reduced by the number of Shares issued pursuant to Awards; provided that any
Shares that are either purchased under the Plan and forfeited back to the Plan
or surrendered in payment of the exercise price for an Award or in order to
satisfy the withholding or employment taxes due upon the grant, exercise,
vesting, or distribution of an Award shall be available for issuance pursuant to
ISO Awards.

4. ADMINISTRATION

     (a) General. The Committee shall administer the Plan in accordance with its
terms, provided that the Board may act in lieu of the Committee on any matter.
The Committee shall hold meetings at such times and places as it may determine
and make such rules and regulations for the conduct of its business as it deems
advisable. In the absence of a duly appointed Committee or if the Board
otherwise chooses to act in lieu of the Committee, the Board shall function as
the Committee for all purposes of the Plan.

     (b) Committee Composition. The Board shall appoint the members of the
Committee. If and to the extent permitted by Applicable Law, the Committee may
authorize one or more managing directors or officers to make Awards to
individuals who are not Reporting Persons. The Board may at any time appoint
additional members to the Committee, remove and replace members of the Committee
with or without Cause, and fill vacancies on the Committee however caused.

     (c) Powers of the Committee. Subject to the provisions of the Plan, the
Committee shall have the authority, in its sole discretion:

          (i) to determine Eligible Persons to whom Awards shall be granted from
     time to time and the number of Shares, units, or SARs to be covered by each
     Award;

          (ii) to determine, from time to time, the Fair Market Value of Shares;

          (iii) to determine, and to set forth in Award Agreements, the terms
     and conditions of all Awards, including any applicable exercise or purchase
     price, the installments and conditions under which an Award shall become
     vested (which may be based on performance), terminated, expired, cancelled,
     or replaced, and the circumstances for vesting acceleration or waiver of
     forfeiture restrictions, and other restrictions and limitations;

          (iv) to approve the forms of Award Agreements and all other documents,
     notices and certificates in connection therewith which need not be
     identical either as to type of Award or among Participants;

          (v) to construe and interpret the terms of the Plan and any Award
     Agreement, to determine the meaning of their terms, and to prescribe,
     amend, and rescind rules and procedures relating to the Plan and its
     administration; and

          (vi) in order to fulfill the purposes of the Plan and without amending
     the Plan, modify, cancel, or waive the Company's rights with respect to any
     Awards, to adjust or to


                                      -2-



     modify Award Agreements for changes in Applicable Law, and to recognize
     differences in foreign law, tax policies, or customs; and

          (vii) to make all other interpretations and to take all other actions
     that the Committee may consider necessary or advisable to administer the
     Plan or to effectuate its purposes.

     Subject to Applicable Law and the restrictions set forth in the Plan, the
Committee may delegate administrative functions to individuals who are managing
directors, officers, or Employees of the Company or its Affiliates.

     (d) Deference to Committee Determinations. The Committee shall have the
discretion to interpret or construe ambiguous, unclear, or implied (but omitted)
terms in any fashion it deems to be appropriate in its sole discretion, and to
make any findings of fact needed in the administration of the Plan or Award
Agreements. The Committee's prior exercise of its discretionary authority shall
not obligate it to exercise its authority in a like fashion thereafter. The
Committee's interpretation and construction of any provision of the Plan, or of
any Award or Award Agreement, shall be final, binding, and conclusive. The
validity of any such interpretation, construction, decision or finding of fact
shall not be given de novo review if challenged in court, by arbitration, or in
any other forum, and shall be upheld unless clearly arbitrary or capricious.

     (e) No Liability; Indemnification. Neither the Board nor any Committee
member, nor any Person acting at the direction of the Board or the Committee,
shall be liable for any act, omission, interpretation, construction or
determination made in good faith with respect to the Plan, any Award or any
Award Agreement. The Company and its Affiliates shall pay or reimburse any
member of the Committee, as well as any Director, Employee, or Consultant who
takes action in connection with the Plan, for all expenses incurred with respect
to the Plan, and to the full extent allowable under Applicable Law shall
indemnify each and every one of them for any claims, liabilities, and costs
(including reasonable attorney's fees) arising out of their good faith
performance of duties under the Plan. The Company and its Affiliates may obtain
liability insurance for this purpose.

5. ELIGIBILITY

     (a) General Rule. The Committee may grant ISOs only to Employees (including
officers who are Employees), and may grant all other Awards to any Eligible
Person. A Participant who has been granted an Award may be granted an additional
Award or Awards if the Committee shall so determine, if such person is otherwise
an Eligible Person and if otherwise in accordance with the terms of the Plan.

     (b) Grant of Awards. Subject to the express provisions of the Plan, the
Committee shall determine from the class of Eligible Persons those individuals
to whom Awards under the Plan may be granted, the number of Shares subject to
each Award, the price (if any) to be paid for the Shares or the Award and, in
the case of Performance Awards, in addition to the matters addressed in Section
10 below, the specific objectives, goals and performance criteria that further
define the Performance Award. Each Award shall be evidenced by an Award
Agreement signed by the Company and, if required by the Committee, by the
Participant. The Award Agreement shall set forth the material terms and
conditions of the Award established by the Committee.


                                      -3-



     (c) Limits on Individual Awards. At no time may the number of Shares
subject to all Awards granted to any one Participant under the Plan exceed
500,000, subject to adjustment by the Committee pursuant to Section 13 below.

     (d) Replacement Awards. The Committee may, in its sole discretion and upon
such terms as it deems appropriate, require as a condition of the grant of an
Award to a Participant that the Participant surrender for cancellation some or
all of the Awards that have previously been granted to the Participant under
this Plan or otherwise. An Award that is conditioned upon such surrender may or
may not be the same type of Award, may cover the same (or a lesser or greater)
number of Shares as such surrendered Award, may have other terms that are
determined without regard to the terms or conditions of such surrendered Award,
and may contain any other terms that the Committee deems appropriate. In the
case of Options, these other terms may involve an Exercise Price that is lower
(or higher) than the Exercise Price of the surrendered Option.

6. OPTION AWARDS

     (a) Types; Documentation. The Committee may in its discretion grant ISOs to
any Employee and Non-ISOs to any Eligible Person, and shall evidence such grant
in an Award Agreement that is delivered to the Participant. Each Option shall be
designated in the Award Agreement as an ISO or a Non-ISO, and the same Award
Agreement may grant both types of Options. At the sole discretion of the
Committee, any Option may be exercisable, in whole or in part, immediately upon
the grant thereof, or only after the occurrence of a specified event, or only in
installments, which installments may vary. Options granted under the Plan may
contain such terms and provisions not inconsistent with the Plan that the
Committee shall deem advisable in its sole and absolute discretion.

     (b) ISO $100,000 Limitation. To the extent that the aggregate Fair Market
Value of Shares with respect to which Options designated as ISOs first become
exercisable by a Participant in any calendar year (under this Plan and any other
plan of the Company or any Affiliate) exceeds $100,000, such excess Options
shall be treated as Non-ISOs. For purposes of determining whether the $100,000
limit is exceeded, the Fair Market Value of the Shares subject to an ISO shall
be determined as of the Grant Date. In reducing the number of Options treated as
ISOs to meet the $100,000 limit, the most recently granted Options shall be
reduced first. In the event that Section 422 of the Code is amended to alter the
limitation set forth therein, the limitation of this Section 6(b) shall be
automatically adjusted accordingly.

     (c) Term of Options. Each Award Agreement shall specify a term at the end
of which the Option automatically expires, subject to earlier termination
provisions contained in Section 6(h) hereof; provided, that, the term of any
Option may not exceed ten years from the Grant Date. In the case of an ISO
granted to an Employee who is a Ten Percent Holder on the Grant Date, the term
of the ISO shall not exceed five years from the Grant Date.

     (d) Exercise Price. The exercise price of an Option shall be determined by
the Committee in its discretion and shall be set forth in the Award Agreement,
subject to the following special rules:

          (i) ISOs. If an ISO is granted to an Employee who on the Grant Date is
     a Ten Percent Holder, the per Share exercise price shall not be less than
     110% of the Fair Market Value per Share on such Grant Date. If an ISO is
     granted to any other Employee, the per


                                      -4-



     Share exercise price shall not be less than 100% of the Fair Market Value
     per Share on the Grant Date.

          (ii) Non-ISOs. The per Share exercise price for the Shares to be
     issued pursuant to the exercise of a Non-ISO shall not be less than 85% of
     the Fair Market Value per Share on the Grant Date.

          (iii) Named Executives. The per Share exercise price shall not be less
     than 100% of the Fair Market Value per Share on the Grant Date of an Option
     if (A) on such Grant Date, the Participant is subject to the limitations
     set forth in Section 162(m) of the Code, and (B) the grant is intended to
     qualify as performance-based compensation under Section 162(m) of the Code.

     (e) Exercise of Option. The times, circumstances and conditions under which
an Option shall be exercisable shall be determined by the Committee in its sole
discretion and set forth in the Award Agreement. The Committee shall have the
discretion to determine whether and to what extent the vesting of Options shall
be tolled during any unpaid leave of absence; provided, however, that in the
absence of such determination, vesting of Options shall be tolled during any
such leave approved by the Company.

     (f) Minimum Exercise Requirements. An Option may not be exercised for a
fraction of a Share. The Committee may require in an Award Agreement that an
Option be exercised as to a minimum number of Shares, provided that such
requirement shall not prevent a Participant from purchasing the full number of
Shares as to which the Option is then exercisable.

     (g) Methods of Exercise. Prior to its expiration pursuant to the terms of
the applicable Award Agreement, each Option may be exercised, in whole or in
part (provided that the Company shall not be required to issue fractional
shares), by delivery of written notice of exercise to the secretary of the
Company accompanied by the full exercise price of the Shares being purchased. In
the case of an ISO, the Committee shall determine the acceptable methods of
payment on the Grant Date and it shall be included in the applicable Award
Agreement. The methods of payment that the Committee may in its discretion
accept or commit to accept in an Award Agreement include:

          (i) cash or check payable to the Company (in U.S. dollars);

          (ii) other Shares that (A) are owned by the Participant who is
     purchasing Shares pursuant to an Option, (B) have a Fair Market Value on
     the date of surrender equal to the aggregate exercise price of the Shares
     as to which the Option is being exercised, (C) were not acquired by such
     Participant pursuant to the exercise of an Option, unless such Shares have
     been owned by such Participant for at least six months or such other longer
     period as the Committee may determine, (D) are all, at the time of such
     surrender, free and clear of any and all claims, pledges, liens and
     encumbrances, or any restrictions which would in any manner restrict the
     transfer of such shares to or by the Company (other than such restrictions
     as may have existed prior to an issuance of such Shares by the Company to
     such Participant), and (E) are duly endorsed for transfer to the Company;

          (iii) a cashless exercise program that the Committee may approve, from
     time to time in its discretion, pursuant to which a Participant may
     concurrently provide irrevocable instructions (A) to such Participant's
     broker or dealer to effect the immediate sale of the


                                      -5-



     purchased Shares and remit to the Company, out of the sale proceeds
     available on the settlement date, sufficient funds to cover the exercise
     price of the Option plus all applicable taxes required to be withheld by
     the Company by reason of such exercise and (B) to the Company to deliver
     the certificates for the purchased Shares directly to such broker or dealer
     in order to complete the sale; or

          (iv) any combination of the foregoing methods of payment.

     The Company shall not be required to deliver Shares pursuant to the
exercise of an Option until payment of the full exercise price therefore is
received by the Company.

     (h) Termination of Continuous Service. The Committee may establish and set
forth in the applicable Award Agreement the terms and conditions on which an
Option shall remain exercisable, if at all, following termination of a
Participant's Continuous Service. The Committee may waive or modify these
provisions at any time. To the extent that a Participant is not entitled to
exercise an Option at the date of his or her termination of Continuous Service,
or if the Participant (or other person entitled to exercise the Option) does not
exercise the Option to the extent so entitled within the time specified in the
Award Agreement or below (as applicable), the Option shall terminate and the
Shares underlying the unexercised portion of the Option shall revert to the Plan
and become available for future Awards. In no event may any Option be exercised
after the expiration of the Option term as set forth in the Award Agreement.

     (i) General Terms of Award Agreements. The following provisions shall apply
to the extent an Award Agreement does not specify the terms and conditions upon
which an Option shall terminate when there is a termination of a Participant's
Continuous Service:

          (i) Termination other than Upon Disability or Death or for Cause. In
     the event of termination of a Participant's Continuous Service (other than
     as a result of Participant's death, disability, retirement or termination
     for Cause), the Participant shall have the right to exercise an Option at
     any time within 90 days following such termination to the extent the
     Participant was entitled to exercise such Option at the date of such
     termination.

          (ii) Disability. In the event of termination of a Participant's
     Continuous Service as a result of being Disabled, the Participant shall
     have the right to exercise an Option at any time within one year following
     such termination to the extent the Participant was entitled to exercise
     such Option at the date of such termination.

          (iii) Retirement. In the event of termination of a Participant's
     Continuous Service as a result of Participant's retirement, the Participant
     shall have the right to exercise the Option at any time within six months
     following such termination to the extent the Participant was entitled to
     exercise such Option at the date of such termination.

          (iv) Death. In the event of the death of a Participant during the
     period of Continuous Service since the Grant Date of an Option, or within
     thirty days following termination of the Participant's Continuous Service,
     the Option may be exercised, at any time within one year following the date
     of the Participant's death, by the Participant's estate or by a person who
     acquired the right to exercise the Option by bequest or inheritance, but
     only to the extent the right to exercise the Option had vested at the date
     of death or, if earlier, the date the Participant's Continuous Service
     terminated.


                                      -6-



          (v) Cause. If the Committee determines that a Participant's Continuous
     Service terminated due to Cause, the Participant shall immediately forfeit
     the right to exercise any Option, and it shall be considered immediately
     null and void.

          (vi) Buyout Provisions. The Committee may at any time offer to buy out
     an Option, in exchange for a payment in cash or Shares, based on such terms
     and conditions as the Committee shall establish and communicate to the
     Participant at the time that such offer is made. In addition, if the Fair
     Market Value for Shares subject to an Option is more than 33% below their
     exercise price for more than 30 consecutive business days, the Committee
     may unilaterally terminate and cancel the Option either (i) by paying the
     Participant, in cash or Shares, an amount not less than the Black-Scholes
     value of the vested portion of the Option, or (ii) by irrevocably
     committing to grant a new Option, on a designated date more than six months
     after such termination and cancellation of such Option (but only if the
     Participant's Continuous Service has not terminated prior to such
     designated date), on substantially the same terms as the cancelled Option,
     provided that the per Share exercise price for the new Option shall equal
     the per Share Fair Market Value of a Share on the date the new grant
     occurs.

          (vii) Adjustment for Section 409A of the Code. In the event an Option
     is granted with an Exercise Price that is below Fair Market Value on the
     Grant Date, subject to Section 11(e) below, the Option shall be subject to
     any terms and conditions that the Committee may in its sole discretion
     determine in an Award Agreement to be necessary to avoid the income tax
     penalties set forth under Section 409A of the Code.

7. SHARE APPRECIATE RIGHTS (SARS)

     (a) Grants. The Committee may in its discretion grant Share Appreciation
Rights to any Eligible Person, in any of the following forms:

          (i) SARs related to Options. The Committee may grant SARs either
     concurrently with the grant of an Option or with respect to an outstanding
     Option, in which case the SAR shall extend to all or a portion of the
     Shares covered by the related Option. An SAR shall entitle the Participant
     who holds the related Option, upon exercise of the SAR and surrender of the
     related Option, or portion thereof, to the extent the SAR and related
     Option each were previously unexercised, to receive payment of an amount
     determined pursuant to Section 7(e) below. Any SAR granted in connection
     with an ISO will contain such terms as may be required to comply with the
     provisions of Section 422 of the Code and the regulations promulgated
     thereunder.

          (ii) SARs Independent of Options. The Committee may grant SARs which
     are independent of any Option subject to such conditions as the Committee
     may in its discretion determine, which conditions will be set forth in the
     applicable Award Agreement.

          (iii) Limited SARs. The Committee may grant SARs exercisable only upon
     or in respect of a Change in Control or any other specified event, and such
     limited SARs may relate to or operate in tandem or combination with or
     substitution for Options or other SARs, or on a stand-alone basis, and may
     be payable in cash or Shares based on the spread between the exercise price
     of the SAR, and (A) a price based upon or equal to the Fair


                                      -7-



     Market Value of the Shares during a specified period, at a specified time
     within a specified period before, after or including the date of such
     event, or (B) a price related to consideration payable to Company's
     shareholders generally in connection with the event.

     (b) Exercise Price. The per Share exercise price of an SAR shall be
determined in the sole discretion of the Committee, shall be set forth in the
applicable Award Agreement, and shall be no less than 85% of the Fair Market
Value of one Share. The exercise price of an SAR related to an Option shall be
the same as the exercise price of the related Option. The exercise price of an
SAR shall be subject to the special rules on pricing contained in paragraphs
(iii) and (iv) of Section 6(d) hereof.

     (c) Exercise of SARs. Unless the Award Agreement otherwise provides, an SAR
related to an Option will be exercisable at such time or times, and to the
extent, that the related Option will be exercisable. An SAR may not have a term
exceeding ten years from its Grant Date. An SAR granted independently of any
other Award will be exercisable pursuant to the terms of the Award Agreement.
Whether an SAR is related to an Option or is granted independently, the SAR may
only be exercised when the Fair Market Value of the Shares underlying the SAR
exceeds the exercise price of the SAR.

     (d) Effect on Available Shares. To the extent that an SAR is exercised,
only the actual number of delivered Shares (if any) will be charged against the
maximum number of Shares that may be delivered pursuant to Awards under this
Plan. The number of Shares subject to the SAR and the related Option of the
Participant will, however, be reduced by the number of underlying Shares as to
which the exercise relates, unless the Award Agreement otherwise provides.

     (e) Payment. Upon exercise of an SAR related to an Option and the attendant
surrender of an exercisable portion of any related Award, the Participant will
be entitled to receive payment of an amount determined by multiplying -

          (i) the excess of the Fair Market Value of a Share on the date of
     exercise of the SAR over the exercise price per Share of the SAR, by

          (ii) the number of Shares with respect to which the SAR has been
     exercised.

     Notwithstanding the foregoing, an SAR granted independently of an Option
(i) may limit the amount payable to the Participant to a percentage, specified
in the Award Agreement but not exceeding one-hundred percent (100%), of the
amount determined pursuant to the preceding sentence, and (ii) shall be subject
to any payment or other restrictions that the Committee may at any time impose
in order to conform with Section 409A of the Code.

     (f) Form and Terms of Payment. Subject to Applicable Law, the Committee
may, in its sole discretion, settle the amount determined under Section 7(e)
above solely in cash, solely in Shares (valued at their Fair Market Value on the
date of exercise of the SAR), or partly in cash and partly in Shares. In any
event, cash shall be paid in lieu of fractional Shares. Absent a contrary
determination by the Committee, all SARs shall be settled in cash as soon as
practicable after exercise. Notwithstanding the foregoing, the Committee may, in
an Award Agreement, determine the maximum amount of cash or Shares or
combination thereof that may be delivered upon exercise of an SAR.


                                      -8-



     (g) Termination of Employment or Consulting Relationship. The Committee
shall establish and set forth in the applicable Award Agreement the terms and
conditions on which an SAR shall remain exercisable, if at all, following
termination of a Participant's Continuous Service. The provisions of Section
6(h) above shall apply to the extent an Award Agreement does not specify the
terms and conditions upon which an SAR shall terminate when there is a
termination of a Participant's Continuous Service.

     (h) Repricing and Buy-out. The Committee has the same discretion to reprice
and to buy-out SARs as it has to take such actions with respect to Options.

8. RESTRICTED SHARES AND RESTRICTED SHARE UNITS

     (a) Grants. The Committee may in its discretion grant restricted shares
("Restricted Shares") to any Eligible Person and shall evidence such grant in an
Award Agreement that is delivered to the Participant which sets forth the number
of Restricted Shares, the purchase price for such Restricted Shares (if any) and
the terms upon which the Restricted Shares may become vested. In addition, the
Company may in its discretion grant the right to receive Shares after certain
vesting requirements are met ("Restricted Share Units") to any Eligible Person
and shall evidence such grant in an Award Agreement that is delivered to the
Participant which sets forth the number of Shares that the Participant shall be
entitled to receive upon vesting and the terms upon which the Shares subject to
a Restricted Share Unit may become vested. The Committee may condition any Award
of Restricted Shares or Restricted Share Units to a Participant on receiving
from the Participant such further assurances and documents as the Committee may
require to enforce the restrictions.

     (b) Vesting and Forfeiture. The Committee shall set forth in an Award
Agreement granting Restricted Shares or Restricted Share Units, the terms and
conditions under which the Participant's interest in the Restricted Shares or
the Shares subject to Restricted Share Units will become vested. Except as set
forth in the applicable Award Agreement or the Committee otherwise determines,
upon termination of a Participant's Continuous Service for any other reason, the
Participant shall forfeit his or her Restricted Shares and Restricted Share
Units; provided that if a Participant purchases the Restricted Shares and
forfeits them for any reason, the Company shall return the purchase price to the
Participant only if and to the extent set forth in an Award Agreement.

     (c) Issuance of Restricted Shares Prior to Vesting. The Company shall issue
stock certificates that evidence Restricted Shares pending the lapse of
applicable restrictions, and that bear a legend making appropriate reference to
such restrictions. Except as set forth in the applicable Award Agreement or the
Committee otherwise determines, the Company or a third party that the Company
designates shall hold such Restricted Shares and any dividends that accrue with
respect to Restricted Shares pursuant to Section 8(e) below.

     (d) Issuance of Shares upon Vesting. As soon as practicable after vesting
of a Participant's Restricted Shares (or Shares underlying Restricted Share
Units) and the Participant's satisfaction of applicable tax withholding
requirements, but no later than the 15th day of the third month following the
calendar year in which the Participant becomes vested in an Award, the Company
shall release to the Participant, free from the vesting restrictions, one Share
for each vested Restricted Share (or issue one Share free of the vesting
restriction for each vested Restricted Share Unit), unless an Award Agreement
provides otherwise. No fractional shares shall be distributed, and cash shall be
paid in lieu thereof.


                                      -9-



     (e) Dividends Payable on Vesting. Whenever Shares are released to a
Participant or duly-authorized transferee pursuant to Section 8(d) above
pursuant to the vesting of Restricted Shares or the Shares underlying Restricted
Share Units are issued to a Participant pursuant to Section 8(d) above, such
Participant or duly-authorized transferee shall also be entitled to receive,
with respect to each Share released or issued, an amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum or such
other reasonable rate as the Committee may determine and establish in an Award
Agreement) and a number of Shares equal to any stock dividends which were
declared and paid to the holders of Shares between the Grant Date and the date
such Share is released from the vesting restrictions in the case of Restricted
Shares or issued in the case of Restricted Share Units. Notwithstanding the
foregoing, the Committee may provide in an Award Agreement that some or all of
such dividends (plus any interest thereon) may not be paid at all, or may be
paid on a date or dates later than those determined in accordance with the
preceding sentence or may otherwise be subject to such restrictions, limitations
and conditions as provided in the applicable Award Agreement.

     (f) Section 83(b) Elections. A Participant may make an election under
Section 83(b) of the Code (the "Section 83(b) Election") with respect to
Restricted Shares. If a Participant who has received Restricted Share Units
provides the Committee with written notice of his or her intention to make a
Section 83(b) Election with respect to the Shares subject to such Restricted
Share Units, the Committee may in its discretion convert the Participant's
Restricted Share Units into Restricted Shares, on a one-for-one basis, in full
satisfaction of the Participant's Restricted Share Unit Award. The Participant
may then make a Section 83(b) Election with respect to those Restricted Shares.
Shares with respect to which a Participant makes a Section 83(b) Election shall
not be eligible for deferral pursuant to Section 9 below.

     (g) Deferral Elections. At any time within the thirty-day period (or other
shorter or longer period that the Committee selects in its sole discretion) in
which a Participant who is a member of a select group of management or highly
compensated employees (within the meaning of the Code) receives an Award of
either Restricted Shares or Restricted Share Units, the Committee may permit the
Participant to irrevocably elect, on a form provided by and acceptable to the
Committee, to defer the receipt of all or a percentage of the Shares that would
otherwise be transferred to the Participant upon the vesting of such Award,
provided that any such election is made at least twelve months in advance of the
date that the Participant could first become vested in the Award, or before the
calendar year in which the Award occurs (or, if later, before the Grant Date of
the Award, but only in the case of a Participant who is newly-eligible for
Awards under the Plan or for award under any other plan maintained by the
Company). If the Participant makes this election, the Shares subject to the
election, and any associated dividends and interest, shall be credited to an
account established pursuant to Section 9 hereof on the date such Shares would
otherwise have been released or issued to the Participant pursuant to Section
8(d) above.

9. DEFERRED SHARE UNITS

     (a) Elections to Defer. The Committee may permit any Eligible Person who is
a Director, Consultant or member of a select group of management or highly
compensated employees (within the meaning of the Code) to irrevocably elect, on
a form provided by and acceptable to the Committee (the "Election Form"), to
forego the receipt of cash or other compensation (including the Shares
deliverable pursuant to any Award other than Restricted Shares for which a
Section 83(b) Election has been made), and in lieu thereof to have the Company
credit to an internal Plan account


                                      -10-



(the "Account") a number of deferred share units ("Deferred Share Units") having
a Fair Market Value equal to the Shares and other compensation deferred. These
credits will be made at the end of each calendar month during which compensation
is deferred. Each Election Form shall take effect on the first day of the next
calendar year (or immediately in the case of an initial election by a
Participant who first becomes eligible to participate in this Plan or any other
equity-based compensation plan maintained by the Company) after its delivery to
the Company, subject to Section 8(g) regarding deferral of Restricted Shares and
Restricted Share Units and to Section 10(d) regarding deferral of Performance
Awards, unless during such period the Company sends the Participant a written
notice explaining why the Election Form is invalid. Notwithstanding the
foregoing: (i) Election Forms shall be ineffective with respect to any
compensation that a Participant earns before the date on which the Company
receives the Election Form, and (ii) the Committee may unilaterally make awards
in the form of Deferred Share Units, regardless of whether or not the
Participant forgoes other compensation.

     (b) Vesting. Deferred Share Units shall be 100% vested at all times.

     (c) Issuances of Shares. The Company shall provide a Participant with one
Share for each Deferred Share Unit in five substantially equal annual
installments that are issued before the last day of each of the five calendar
years that end after the date on which the Participant's Continuous Service
terminates, unless -

          (i) the Participant has properly elected a different form of
     distribution, on a form approved by the Committee, that permits the
     Participant to select any combination of a lump sum and annual installments
     that are completed within ten years following termination of the
     Participant's Continuous Service, and

          (ii) the Company received the Participant's distribution election form
     on or before the time the Participant elects to defer the receipt of cash
     or other compensation pursuant to Section 9(a), provided that (subject to
     any prospective changes that the Committee communicates in writing to a
     Participant), the Participant may change such election through any
     subsequent election that (i) is effective on the first day of the
     thirteenth month after the election is made, (ii) is made at least twelve
     months before the date that distributions pursuant to the Participant's
     initial election would have commenced, and (iii) defers the commencement of
     distributions by at least five years from the originally scheduled
     commencement date.

     Fractional shares shall not be issued, and instead shall be paid out in
cash.

     (d) Crediting of Dividends. Whenever Shares are issued to a Participant
pursuant to Section 9(c) above, such Participant shall also be entitled to
receive, with respect to each Share issued, a cash amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum, or such
other reasonable rate as the Committee may determine in an Award Agreement), and
a number of Shares equal to any stock dividends which were declared and paid to
the holders of Shares between the Grant Date and the date such Share is issued.

     (e) Emergency Withdrawals. In the event a Participant suffers an
unforeseeable emergency within the contemplation of this Section and Section
409A of the Code, the Participant may apply to the Company for an immediate
distribution of all or a portion of the Participant's Deferred Share


                                      -11-



Units. The unforeseeable emergency must result from a sudden and unexpected
illness or accident of the Participant, the Participant's spouse, or a dependent
(within the meaning of Section 152(a) of the Code) of the Participant, casualty
loss of the Participant's property, or other similar extraordinary and
unforeseeable conditions beyond the control of the Participant. Examples of
purposes which are not considered unforeseeable emergencies include
post-secondary school expenses or the desire to purchase a residence. In no
event will a distribution be made to the extent the unforeseeable emergency
could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Participant's nonessential assets to the
extent such liquidation would not itself cause a severe financial hardship. The
amount of any distribution hereunder shall be limited to the amount necessary to
relieve the Participant's unforeseeable emergency plus amounts necessary to pay
taxes reasonably anticipated as a result of the distribution. The Committee
shall determine whether a Participant has a qualifying unforeseeable emergency
and the amount which qualifies for distribution, if any. The Committee may
require evidence of the purpose and amount of the need, and may establish such
application or other procedures as it deems appropriate.

     (f) Unsecured Rights to Deferred Compensation. A Participant's right to
Deferred Share Units shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. The right of the Participant or the
Participant's duly-authorized transferee to receive benefits hereunder shall be
solely an unsecured claim against the general assets of the Company. Neither the
Participant nor the Participant's duly-authorized transferee shall have any
claim against or rights in any specific assets, shares, or other funds of the
Company.

10. PERFORMANCE AWARDS

     (a) Performance Units. The Committee may in its discretion grant
Performance Units to any Eligible Person and shall evidence such grant in an
Award Agreement which sets forth the terms and conditions of the Award. A
Performance Unit is an Award which is based on the achievement of specific goals
with respect to the Company or any Affiliate or individual performance of the
Participant, or a combination thereof, over a specified period of time. The
maximum Performance Unit compensation that may be paid to any one Participant
with respect to any one Performance Period (hereinafter defined) shall be
200,000 Shares and $1,000,000 in cash.

     (b) Performance Compensation Awards. The Committee may, at the time of
grant of a Performance Unit, designate such Award as a "Performance Compensation
Award" in order that such Award constitutes "qualified performance-based
compensation" under Code Section 162(m), in which event the Committee shall have
the power to grant such Performance Compensation Award upon terms and conditions
that qualify it as "qualified performance-based compensation" within the meaning
of Code Section 162(m). With respect to each such Performance Compensation
Award, the Committee shall establish, in writing within the time required under
Code Section 162(m), a "Performance Period," "Performance Measure(s)", and
"Performance Formula(e)" (each such term being hereinafter defined). Once
established for a Performance Period, the Performance Measure(s) and Performance
Formula(e) shall not be amended or otherwise modified to the extent such
amendment or modification would cause the compensation payable pursuant to the
Award to fail to constitute qualified performance-based compensation under Code
Section 162(m).

     A Participant shall be eligible to receive payment in respect of a
Performance Compensation Award only to the extent that the Performance
Measure(s) for such Award are achieved and the Performance Formula(e) as applied
against such Performance Measure(s) determines that all or


                                      -12-



some portion of such Participant's Award has been earned for the Performance
Period. As soon as practicable after the close of each Performance Period, the
Committee shall review and certify in writing whether, and to what extent, the
Performance Measure(s) for the Performance Period have been achieved and, if so,
determine and certify in writing the amount of the Performance Compensation
Award to be paid to the Participant and, in so doing, may use negative
discretion to decrease, but not increase, the amount of the Award otherwise
payable to the Participant based upon such performance. The maximum Performance
Compensation Award for any one Participant for any one Performance Period shall
be 200,000 Shares and $1,000,000 in cash.

     (c) Definitions.

          (i) "Performance Formula" means, for a Performance Period, one or more
     objective formulas or standards established by the Committee in writing
     within ninety days of the beginning of the Performance Period and when
     satisfaction of the performance goals is substantially uncertain to occur
     for purposes of determining whether or the extent to which an Award has
     been earned based on the level of performance attained or to be attained
     with respect to one or more Performance Measure(s). Performance Formulae
     may vary from Performance Period to Performance Period and from Participant
     to Participant and may be established on a stand-alone basis, in tandem or
     in the alternative.

          (ii) "Performance Measure" means one or more of the following selected
     by the Committee to measure Company, Affiliate, and/or business unit
     performance for a Performance Period, whether in absolute or relative terms
     (including, without limitation, terms relative to a peer group or index):
     basic or diluted earnings per share; sales or revenue; earnings before
     interest and taxes (in total or on a per share basis); net income; returns
     on equity, assets, capital, revenue or similar measure; economic value
     added; working capital; total shareholder return; and product development,
     product market share, research, licensing, litigation, human resources,
     information services, mergers, acquisitions, sales of assets of Affiliates
     or business units. Each such measure shall be to the extent applicable,
     determined in accordance with generally accepted accounting principles as
     consistently applied by the Company (or such other standard applied by the
     Committee) and, if so determined by the Committee, and in the case of a
     Performance Compensation Award, to the extent permitted under Code Section
     162(m), adjusted to omit the effects of extraordinary items, gain or loss
     on the disposal of a business segment, unusual or infrequently occurring
     events and transactions and cumulative effects of changes in accounting
     principles. Performance Measures may vary from Performance Period to
     Performance Period and from Participant to Participant, and may be
     established on a stand-alone basis, in tandem or in the alternative.

          (iii) "Performance Period" means one or more periods of time (of not
     less than one fiscal year of the Company), as the Committee may designate,
     over which the attainment of one or more Performance Measure(s) will be
     measured for the purpose of determining a Participant's rights in respect
     of an Award.

     (d) Deferral Elections. At any time prior to the date that is both (i) at
least six months before the close of a Performance Period with respect to an
Award of either Performance Units or Performance Compensation and (ii) before
the Award's performance conditions become substantially certain to be satisfied,
the Committee may permit a Participant who is a member of a


                                      -13-



select group of management or highly compensated employees (within the meaning
of the Code) and who has remained a continuous employee of the Company from the
date that the Performance Formula of such Award were established to irrevocably
elect, on a form provided by and acceptable to the Committee, to defer the
receipt of all or a percentage of the cash or Shares that would otherwise be
transferred to the Participant upon the vesting of such Award. If the
Participant makes this election, the cash or Shares subject to the election, and
any associated interest and dividends, shall be credited to an account
established pursuant to Section 9 hereof on the date such cash or Shares would
otherwise have been released or issued to the Participant pursuant to Section
10(a) or Section 10(b) above.

11. TAXES

     (a) General. As a condition to the issuance or distribution of Shares
pursuant to the Plan, the Participant (or in the case of the Participant's
death, the person who succeeds to the Participant's rights) shall make such
arrangements as the Company may require for the satisfaction of any applicable
federal, state, local or foreign withholding tax obligations that may arise in
connection with the Award and the issuance of Shares. The Company shall not be
required to issue any Shares until such obligations are satisfied. If the
Committee allows the withholding or surrender of Shares to satisfy a
Participant's tax withholding obligations, the Committee shall not allow Shares
to be withheld in an amount that exceeds the minimum statutory withholding rates
for applicable tax purposes, including payroll taxes.

     (b) Default Rule for Employees. In the absence of any other arrangement, an
Employee shall be deemed to have directed the Company to withhold or collect
from his or her cash compensation an amount sufficient to satisfy such tax
obligations from the next payroll payment otherwise payable after the date of
the exercise of an Award.

     (c) Special Rules. In the case of a Participant other than an Employee (or
in the case of an Employee where the next payroll payment is not sufficient to
satisfy such tax obligations, with respect to any remaining tax obligations), in
the absence of any other arrangement and to the extent permitted under the
Applicable Law, the Participant shall be deemed to have elected to have the
Company withhold from the Shares or cash to be issued pursuant to an Award that
number of Shares having a Fair Market Value determined as of the applicable Tax
Date (as defined below) equal to the amount required to be withheld. For
purposes of this Section 11, the Fair Market Value of the Shares to be withheld
shall be determined on the date that the amount of tax to be withheld is to be
determined under the Applicable Law (the "Tax Date").

     (d) Surrender of Shares. If permitted by the Committee, in its discretion,
a Participant may satisfy the minimum statutory tax withholding and employment
tax obligations associated with an Award by surrendering Shares to the Company
(including Shares that would otherwise be issued pursuant to the Award) that
have a Fair Market Value determined as of the applicable Tax Date equal to the
amount required to be withheld. In the case of Shares previously acquired from
the Company that are surrendered under this Section 11, such Shares must have
been owned by the Participant for more than six months on the date of surrender
(or such longer period of time the Company may in its discretion require).

     (e) Income Taxes and Deferred Compensation. Participants are solely
responsible and liable for the satisfaction of all taxes and penalties that may
arise in connection with Awards (including any


                                      -14-



taxes arising under Section 409A of the Code), and the Company shall not have
any obligation to indemnify or otherwise hold any Participant harmless from any
or all of such taxes. The Committee shall have the discretion to organize any
deferral program, to require deferral election forms, and to grant or to
unilaterally modify any Award in any manner that (i) conforms with the
requirements of Section 409A of the Code with respect to compensation that is
deferred and that vests after December 31, 2004, (ii) voids any Participant
election to the extent it would violate Section 409A of the Code, and (iii) for
any distribution event or election that could be expected to violate Section
409A of the Code, make the distribution only upon the earliest of the first to
occur of a "permissible distribution event" within the meaning of Section 409A
of the Code, or a distribution event that the Participant elects in accordance
with Section 409A of the Code. The Committee shall have the sole discretion to
interpret the requirements of the Code, including Section 409A, for purposes of
the Plan and all Awards.

12. NON-TRANSFERABILITY OF AWARDS

     (a) General. Except as set forth in this Section 12, or as otherwise
approved by the Committee for a select group of management or highly compensated
Employees, Awards may not be sold, pledged, assigned, hypothecated, transferred
or disposed of in any manner other than by will or by the laws of descent or
distribution. The designation of a beneficiary by a Participant will not
constitute a transfer. An Award may be exercised, during the lifetime of the
holder of an Award, only by such holder, the duly-authorized legal
representative of a Participant who is Disabled, or a transferee permitted by
this Section 12.

     (b) Limited Transferability Rights. Notwithstanding anything else in this
Section 12, the Committee may in its discretion provide that an Award may be
transferred by instrument to an inter vivos or testamentary trust (or other
entity) in which the Award is to be passed to beneficiaries upon the death of
the trustor (settlor), or by gift to charitable institutions, the Participant's
"Immediate Family" (as defined below), on such terms and conditions as the
Committee deems appropriate. "Immediate Family" means any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, and shall include adoptive relationships.

13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, MERGER OR CERTAIN OTHER
TRANSACTIONS

     (a) Changes in Capitalization. The Committee shall equitably adjust the
number of Shares covered by each outstanding Award, and the number of Shares
that have been authorized for issuance under the Plan but as to which no Awards
have yet been granted or that have been returned to the Plan upon cancellation,
forfeiture, or expiration of an Award, as well as the price per Share covered by
each such outstanding Award, to reflect any increase or decrease in the number
of issued Shares resulting from a stock-split, reverse stock-split, stock
dividend, combination, recapitalization or reclassification of the Shares, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company. In the event of any such transaction or
event, the Committee may provide in substitution for any or all outstanding
Options under the Plan such alternative consideration (including securities of
any surviving entity) as it may in good faith determine to be equitable under
the circumstances and may require in connection therewith the surrender of all
Options so replaced. In any case, such substitution of securities shall not
require the consent of any person who is granted Options pursuant to the Plan.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities


                                      -15-



convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be required to be made with respect to, the number or
price of Shares subject to any Award.

     (b) Dissolution or Liquidation. In the event of the dissolution or
liquidation of the Company other than as part of a Change of Control, each Award
will terminate immediately prior to the consummation of such action, subject to
the ability of the Board to exercise any discretion authorized in the case of a
Change in Control.

     (c) Change in Control. In the event of a Change in Control, each
outstanding Award shall be assumed or a substantially equivalent award shall be
substituted by the surviving or successor corporation or a parent or subsidiary
of such surviving or successor corporation (the "Successor Corporation") upon
the consummation of the transaction; provided, however, that to the extent
outstanding Awards are neither being assumed nor replaced with substantially
equivalent Awards by the Successor Corporation, the Board shall have the
discretion and authority, with respect to such Awards:

          (i) to provide that the vesting of such Awards shall accelerate so
     that Awards shall vest (and, to the extent applicable, become exercisable)
     as to the Shares that otherwise would have been unvested, and provide that
     any repurchase right of the Company with respect to Shares issued upon
     exercise of an Award shall lapse as to the Shares subject to such
     repurchase right;

          (ii) that the Company or Successor Corporation shall pay cash or other
     consideration to Participants in exchange for the satisfaction and
     cancellation of outstanding Awards; and

          (iii) to make such other modifications, adjustments or amendments to
     outstanding Awards or this Plan as the Committee deems necessary or
     appropriate, including terminating Awards upon consummation of a
     transaction or upon the occurrence of any other event.

     Notwithstanding the above, in the event a Participant holding an Award
assumed or substituted by the Successor Corporation in a Change in Control is
Involuntarily Terminated by the Successor Corporation in connection with, or
within 12 months following consummation of, the Change in Control, then any
assumed or substituted Award held by the terminated Participant at the time of
termination shall accelerate and become fully vested (and exercisable in full in
the case of Options and SARs), and any repurchase right applicable to any Shares
shall lapse in full, unless an Award Agreement provides for a more restrictive
acceleration or vesting schedule or more restrictive limitations on the lapse of
repurchase rights or otherwise places additional restrictions, limitations and
conditions on an Award. The acceleration of vesting and lapse of repurchase
rights provided for in the previous sentence shall occur immediately prior to
the effective date of the Participant's termination, unless an Award Agreement
provides otherwise.

     For purposes of this Section 13(c), an Award shall be considered assumed,
without limitation, if each holder of an Award would be entitled to receive upon
exercise of the Award the same number and kind of Shares or other property, cash
or securities as such holder would have been entitled to receive upon the
consummation of the transaction if the holder had been, immediately prior to
such consummation, the holder of the number of Shares covered by the Award


                                      -16-



at such time (after giving effect to any adjustments in the number of Shares
covered by the Award as provided for in this Section 13); provided that if such
consideration received in the transaction is not solely common stock of the
Successor Corporation, the Board may, with the consent of the Successor
Corporation, provide for the consideration to be received upon exercise of the
award to be solely common stock of the Successor Corporation equal to the Fair
Market Value of the per Share consideration received by holders of Shares in the
transaction.

     (d) Certain Distributions. In the event of any distribution to the
Company's shareholders of securities of any other entity or other assets (other
than dividends payable in cash or stock of the Company) without receipt of
consideration by the Company, the Committee may, in its discretion,
appropriately adjust the price per Shares covered by each outstanding Award to
reflect the effect of such distribution.

14. TIME OF GRANTING AWARDS. The date of grant ("Grant Date") of an Award shall
be the date on which the Committee makes the determination granting such Award
or such other date as is determined by the Committee, provided that in the case
of an ISO, the Grant Date shall be the later of the date on which the Committee
makes the determination granting such ISO or the date of commencement of the
Participant's employment relationship with the Company.

15. MODIFICATION OF AWARDS AND SUBSTITUTION OF OPTIONS.

     (a) Modification, Extension, and Renewal of Awards. Within the limitations
of the Plan, the Committee may modify an Award, accelerate the rate at which an
Option or SAR may be exercised (including without limitation permitting an
Option or SAR to be exercised in full without regard to the installment or
vesting provisions of the applicable Award Agreement or whether the Option or
SAR is at the time exercisable, to the extent it has not previously been
exercised), accelerate the vesting of any Award, extend or renew outstanding
Awards, or accept the cancellation of outstanding Awards to the extent not
previously exercised either for the granting of new Awards or for other
consideration in substitution or replacement thereof. The foregoing
notwithstanding, no modification of an outstanding Award shall materially and
adversely affect such Participant's rights thereunder, unless either the
Participant provides written consent or there is an express Plan provision
permitting the Committee to unilaterally make the modification.

     (b) Substitution of Options. Notwithstanding any inconsistent provisions or
limits under the Plan, in the event the Company or an Affiliate acquires
(whether by purchase, merger or otherwise) all or substantially all of
outstanding capital stock or assets of another corporation or in the event of
any reorganization or other transaction qualifying under Section 424 of the
Code, the Committee may, in accordance with the provisions of that Section,
substitute Options for options under the plan of the acquired company provided
(i) the excess of the aggregate fair market value of the shares subject to an
option immediately after the substitution over the aggregate option price of
such shares is not more than the similar excess immediately before such
substitution and (ii) the new Option does not give persons additional benefits,
including any extension of the exercise period.


                                      -17-



16. TERM OF PLAN. The Plan shall continue in effect for a term of ten (10) years
from its effective date as determined under Section 20 below, unless the Plan is
sooner terminated under Section 17 below.

17. AMENDMENT AND TERMINATION OF THE PLAN.

     (a) Authority to Amend or Terminate. Subject to Applicable Laws, the Board
may from time to time amend, alter, suspend, discontinue, or terminate the Plan.

     (b) Effect of Amendment or Termination. No amendment, suspension, or
termination of the Plan shall materially and adversely affect Awards already
granted unless either it relates to an adjustment pursuant to Section 13 above,
or it is otherwise mutually agreed between the Participant and the Committee,
which agreement must be in writing and signed by the Participant and the
Company. Notwithstanding the foregoing, the Committee may amend the Plan to
eliminate provisions which are no longer necessary as a result of changes in tax
or securities laws or regulations, or in the interpretation thereof.

18. CONDITIONS UPON ISSUANCE OF SHARES. Notwithstanding any other provision of
the Plan or any agreement entered into by the Company pursuant to the Plan, the
Company shall not be obligated, and shall have no liability for failure, to
issue or deliver any Shares under the Plan unless such issuance or delivery
would comply with the Applicable Law, with such compliance determined by the
Company in consultation with its legal counsel.

19. RESERVATION OF SHARES. The Company, during the term of this Plan, will at
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

20. EFFECTIVE DATE. This Plan shall become effective on the date of its approval
by the Board (which occurred on January 23, 2004), provided that this Plan shall
be submitted to the Company's shareholders for approval, and if not so approved
within one year from the date of approval by the Board, this Plan and any Awards
shall be null, void, and of no force and effect. Awards granted under this Plan
before approval of this Plan by the shareholders (which occurred on February 27,
2004) shall be granted subject to such approval and no Shares shall be
distributed before such approval.

21. CONTROLLING LAW. All disputes relating to or arising from the Plan shall be
governed by the internal substantive laws (and not the laws of conflicts of
laws) of the British Virgin Islands, to the extent not preempted by United
States federal law. If any provision of this Plan is held by a court of
competent jurisdiction to be invalid and unenforceable, the remaining provisions
shall continue to be fully effective.

22. LAWS AND REGULATIONS.

     (a) U.S. Securities Laws. This Plan, the grant of Awards, and the exercise
of Options and SARs under this Plan, and the obligation of the Company to sell
or deliver any of its securities (including, without limitation, Options,
Restricted Shares, Restricted Share Units, Deferred Share Units, and Shares)
under this Plan shall be subject to all Applicable Law. In the event that the
Shares are not registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state securities laws prior to the delivery of such
Shares, the Company may require, as a condition to


                                      -18-



the issuance thereof, that the persons to whom Shares are to be issued represent
and warrant in writing to the Company that such Shares are being acquired by him
or her for investment for his or her own account and not with a view to, for
resale in connection with, or with an intent of participating directly or
indirectly in, any distribution of such Shares within the meaning of the Act,
and a legend to that effect may be placed on the certificates representing the
Shares.

     (b) Other Jurisdictions. To facilitate the making of any grant of an Award
under this Plan, the Committee may provide for such special terms for Awards to
Participants who are foreign nationals or who are employed by the Company or any
Affiliate outside of the United States of America as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Company may adopt rules and procedures relating to the operation and
administration of this Plan to accommodate the specific requirements of local
laws and procedures of particular countries. Without limiting the foregoing, the
Company is specifically authorized to adopt rules and procedures regarding the
conversion of local currency, taxes, withholding procedures and handling of
stock certificates which vary with the customs and requirements of particular
countries. The Company may adopt sub-plans and establish escrow accounts and
trusts as may be appropriate or applicable to particular locations and
countries.

23. NO SHAREHOLDER RIGHTS. Neither a Participant nor any transferee of a
Participant shall have any rights as a shareholder of the Company with respect
to any Shares underlying any Award until the date of entry of their name with
respect to such Shares in the Company's Registry of Members in accordance with
the Company's Memorandum and Articles of Association. Prior to the issuance of
Shares pursuant to an Award (as evidenced by the entry of the Participant's name
with respect to such Shares in the Company's Registry of Members in accordance
with the Company's Memorandum and Articles of Association), a Participant shall
not have the right to vote or to receive dividends or any other rights as a
shareholder with respect to the Shares underlying the Award, notwithstanding its
exercise in the case of Options and SARs. No adjustment will be made for a
dividend or other right that is determined based on a record date prior to the
date the stock certificate is issued, except as otherwise specifically provided
for in this Plan.

24. NO EMPLOYMENT RIGHTS. The Plan shall not confer upon any Participant any
right to continue an employment, service or consulting relationship with the
Company, nor shall it affect in any way a Participant's right or the Company's
right to terminate the Participant's employment, service, or consulting
relationship at any time, with or without Cause.


                                      -19-



                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                             APPENDIX A: DEFINITIONS

                                   ----------

As used herein, the following definitions shall apply:

     "AFFILIATE" means any entity, including any "parent corporation" or
"subsidiary corporation" within the meaning of Section 424 of the Code, which
together with the Company is under common control within the meaning of Section
414 of the Code.

     "APPLICABLE LAW" means the legal requirements relating to the
administration of options and share-based plans under applicable U.S. federal
and state laws, the Code, any applicable stock exchange rules or regulations,
and the applicable laws of any other country or jurisdiction where Awards are
granted, as such laws, rules, regulations and requirements shall be in place
from time to time.

     "AWARD" means any award made pursuant to the Plan, including awards made in
the form of an Option, an SAR, a Restricted Share, a Restricted Share Unit, a
Deferred Share Unit and a Performance Award, or any combination thereof, whether
alternative or cumulative, authorized by and granted under this Plan.

     "AWARD AGREEMENT" means any written document setting forth the terms of an
Award that has been authorized by the Committee. The Committee shall determine
the form or forms of documents to be used, and may change them from time to time
for any reason, including different documents as may be appropriate or
applicable for particular locations and countries.

     "BOARD" means the Board of Directors of the Company.

     "CAUSE" for termination of a Participant's Continuous Service will exist if
the Participant is terminated from employment or other service with the Company
or an Affiliate for any of the following reasons: (i) the Participant's willful
failure substantially to perform his or her duties and responsibilities to the
Company or deliberate violation of a Company policy; (ii) the Participant's
commission of any material act of fraud, embezzlement, dishonesty or any other
willful misconduct; (iii) material unauthorized use or disclosure by the
Participant of any proprietary information or trade secrets of the Company or
any other party to whom the Participant owes an obligation of nondisclosure as a
result of his or her relationship with the Company; or (iv) Participant's
willful and material breach of any of his or her obligations under any written
agreement or covenant with the Company. The determination as to whether a
Participant is being terminated for Cause shall be made in good faith by the
Committee, and shall be final and binding on the Participant. The foregoing
definition does not in any way limit the Company's ability to terminate a
Participant's employment or consulting relationship at any time, and the term
"Company" will be interpreted herein to include any Affiliate or successor
thereto, if appropriate.


                                      -20-



     "CHANGE IN CONTROL" shall be deemed to have occurred if:

          (i) a sale, transfer, or other disposition of all or substantially all
     of the Company's assets and properties is closed or consummated;

          (ii) any "person", "entity" or "group" (within the meaning of Section
     13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company or any
     majority-owned subsidiary of the Company, is or becomes the "beneficial
     owner" (as defined in Rule 13d-3 under the Exchange Act), directly or
     indirectly, of securities of the Company representing fifty percent (50%)
     or more of the combined voting power of the Company's then outstanding
     securities that have the right to vote in the election of directors
     generally, provided, however, that the following shall not constitute a
     "Change in Control" of the Company:

               (a)  any acquisition directly from the Company or any subsidiary
                    thereof (excluding any acquisition resulting from the
                    exercise of a conversion or exchange privilege in respect of
                    outstanding convertible or exchangeable securities); or

               (b)  any acquisition by an employee benefit plan (or related
                    trust) sponsored or maintained by the Company or any entity
                    controlled by the Company;

          (iii) during any period of two consecutive years during the term of
     this Plan, individuals who at the beginning of such period constitute the
     Board cease for any reason to constitute at least a majority thereof,
     unless the election of each director who was not a director at the
     beginning of such period has been approved in advance by directors
     representing at least two-thirds of the directors then in office who were
     directors at the beginning of the period; or

          (iv) the Company is dissolved or liquidated or a merger,
     reorganization, or consolidation involving the Company is closed or
     consummated, other than a merger, reorganization, or consolidation in which
     holders of the combined voting power of the Company's then outstanding
     securities that have the right to vote in the election of directors
     generally immediately prior to such transaction own, either directly or
     indirectly, fifty percent (50%) or more of the combined voting power of the
     securities entitled to vote in the election of directors generally of the
     reorganized, merged or consolidated entity (or its parent company)
     immediately following such transaction.

     "CODE" means the U.S. Internal Revenue Code of 1986, as amended.

     "COMMITTEE" means one or more committees or subcommittees of the Board
appointed by the Board to administer the Plan in accordance with Section 4
above. With respect to any decision involving an Award intended to satisfy the
requirements of Section 162(m) of the Code, the Committee shall consist of two
or more Directors of the Company who are "outside directors" within the meaning
of Section 162(m) of the Code.

     "COMPANY" means UTi Worldwide, Inc. a British Virgin Islands corporation.


                                      -21-



     "CONSULTANT" means any person, including an advisor, who is engaged by the
Company or any Affiliate to render services and is compensated for such
services.

     "CONTINUOUS SERVICE" means the absence of any interruption or termination
of service as an Employee, Director, or Consultant. Continuous Service shall not
be considered interrupted in the case of: (i) sick leave; (ii) military leave;
(iii) any other leave of absence approved by the Committee, provided that such
leave is for a period of not more than 90 days, unless reemployment upon the
expiration of such leave is guaranteed by contract or statute, or unless
provided otherwise pursuant to Company policy adopted from time to time; (iv)
changes in status from Director to advisory director or emeritus status; or (iv)
in the case of transfers between locations of the Company or between the
Company, its Affiliates or their respective successors. Changes in status
between service as an Employee, Director, and a Consultant will not constitute
an interruption of Continuous Service.

     "DEFERRED SHARE UNITS" mean Awards pursuant to Section 9 of the Plan.

     "DIRECTOR" means a member of the Board, or a member of the board of
directors of an Affiliate.

     "DISABLED" means a Participant who

     (a) is unable to engage in any substantial gainful activity by reason of
any medically determinable physical or mental impairment which can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, or

     (b) by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, received income replacement
benefits for a period of not less than 3 months under an accident or health plan
covering employees of the Company.

     "ELIGIBLE PERSON" means any Consultant, Director or Employee and includes
non-Employees to whom an offer of employment has been extended.

     "EMPLOYEE" means any person whom the Company or any Affiliate classifies as
an employee (including an officer) for employment tax purposes. The payment by
the Company of a director's fee to a Director shall not be sufficient to
constitute "employment" of such Director by the Company.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

     "FAIR MARKET VALUE" means, as of any date (the "Determination Date") means:
(i) the closing price of a Share on the New York Stock Exchange or the American
Stock Exchange (collectively, the "Exchange"), on the Determination Date, or, if
shares were not traded on the Determination Date, then on the nearest preceding
trading day during which a sale occurred; or (ii) if such stock is not traded on
the Exchange but is quoted on NASDAQ or a successor quotation system, (A) the
last sales price (if the stock is then listed as a National Market Issue under
The Nasdaq National Market System) or (B) the mean between the closing
representative bid and asked prices (in all other cases) for the stock on the
Determination Date as reported by NASDAQ or such successor quotation system; or
(iii) if such stock is not traded on the Exchange or quoted on


                                      -22-



NASDAQ but is otherwise traded in the over-the-counter, the mean between the
representative bid and asked prices on the Determination Date; or (iv) if
subsections (i)-(iii) do not apply, the fair market value established in good
faith by the Board.

     "GRANT DATE" has the meaning set forth in Section 14 of the Plan.

     "INCENTIVE SHARE OPTION OR ISO" hereinafter means an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code, as designated in the applicable Award Agreement.

     "INVOLUNTARY TERMINATION" means termination of a Participant's Continuous
Service under the following circumstances occurring on or after a Change in
Control: (i) termination without Cause by the Company or an Affiliate or
successor thereto, as appropriate; or (ii) voluntary termination by the
Participant within 60 days following (A) a material reduction in the
Participant's job responsibilities, provided that neither a mere change in title
alone nor reassignment to a substantially similar position shall constitute a
material reduction in job responsibilities; (B) an involuntary relocation of the
Participant's work site to a facility or location more than 25 miles from the
Participant's principal work site at the time of the Change in Control; or (C) a
material reduction in Participant's total compensation other than as part of an
reduction by the same percentage amount in the compensation of all other
similarly-situated Employees, Directors or Consultants.

     "NON-ISO" means an Option not intended to qualify as an ISO, as designated
in the applicable Award Agreement.

     "OPTION" means any stock option granted pursuant to Section 6 of the Plan.

     "PARTICIPANT" means any holder of one or more Awards, or the Shares
issuable or issued upon exercise of such Awards, under the Plan.

     "PERFORMANCE AWARDS" mean Performance Units and Performance Compensation
Awards granted pursuant to Section 10.

     "PERFORMANCE COMPENSATION AWARDS" mean Awards granted pursuant to Section
10(b) of the Plan.

     "PERFORMANCE UNIT" means Awards granted pursuant to Section 10(a) of the
Plan which may be paid in cash, in Shares, or such combination of cash and
Shares as the Committee in its sole discretion shall determine.

     "PLAN" means this UTi Worldwide Inc. Amended and Restated 2004 Long-term
Incentive Plan.

     "REPORTING PERSON" means an officer, Director, or greater than ten percent
shareholder of the Company within the meaning of Rule 16a-2 under the Exchange
Act, who is required to file reports pursuant to Rule 16a-3 under the Exchange
Act.

     "RESTRICTED SHARES" mean Shares subject to restrictions imposed pursuant to
Section 8 of the Plan.


                                      -23-



     "RESTRICTED SHARE UNITS" mean Awards pursuant to Section 8 of the Plan.

     "RULE 16B-3" means Rule 16b-3 promulgated under the Exchange Act, as
amended from time to time, or any successor provision.

     "SAR" OR "SHARE APPRECIATION RIGHT" means Awards granted pursuant to
Section 7 of the Plan.

     "SHARE" means an ordinary voting share of the Company, as adjusted in
accordance with Section 13 of the Plan.

     "TEN PERCENT HOLDER" means a person who owns stock representing more than
ten percent (10%) of the combined voting power of all classes of stock of the
Company or any Affiliate.


                                      -24-

EX-10.27

                                                                   EXHIBIT 10.27

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

     1. PURPOSE. The purpose of this UTi Worldwide Inc. 2004 Non-Employee
Directors Share Incentive Plan (the "Plan"), as amended and restated herein
effective December 2, 2005, is to advance the interests of UTi Worldwide Inc., a
British Virgin Islands corporation (the "Company"), and its shareholders
(members) (referred to herein as "shareholders") by (a) encouraging increased
share ownership by the Company's directors who are not employees of the Company
or any of its subsidiaries, (b) enhancing the Company's ability to attract and
retain the services of experienced, able and knowledgeable persons to serve as
directors, and (c) providing additional incentive for directors to contribute
their best efforts to the Company's success. Notwithstanding the foregoing, the
amendments contained in this amendment and restatement that reflect the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended
(the "Code"), are effective January 1, 2005.

     2. AWARDS. The Plan permits the granting of the following types of awards
("Awards" or individually, an "Award"), according to the sections of the Plan
listed here:

          Section 5    Restricted Share Units and Restricted Shares
          Section 6    Elective Grants
          Section 7    Deferred Share Units

The date of grant of any Award is referred to herein as the "Grant Date."

     3. ADMINISTRATION AND AGREEMENTS

          (a) Plan Administration. This Plan shall be administered by the
Company's Board of Directors (the "Board"). The Board shall have full authority,
consistent with this Plan, to construe and interpret this Plan and any
agreements defining the rights and obligations of the Company and Eligible
Directors (as defined below) under the Plan, to promulgate, amend and rescind
such rules and regulations with respect to this Plan as it deems desirable and
to make all other determinations necessary or desirable for the administration
of this Plan. Unless arbitrary and capricious, all decisions, determinations and
interpretations of the Board shall be binding upon all Eligible Directors, the
Company, and all other interested persons. The Board may, in its discretion,
delegate any or all of its authority under the Plan to a committee consisting of
two or more non-employee directors of the Company, so long as allowable under
applicable law. If such Board authority is so delegated to a committee, all
references to the Board in this Plan shall mean and relate to such committee to
the extent of the powers so delegated. The Company shall pay or reimburse any
member of the Board, as well as any employee or consultant who takes action in
connection with the Plan, for all expenses incurred with respect to the Plan,
and shall indemnify each and every one of them for any claims, liabilities, and
costs (including reasonable attorneys' fees) arising out of their good faith
performance of duties under the Plan. The Company may obtain liability insurance
for this purpose.

          (b) Award Agreements. Awards made pursuant to this Plan shall be
evidenced by a written agreement executed by the Company and the Eligible
Director receiving such Award. Each such agreement shall state the terms and
conditions of the Award, not inconsistent with this




Plan, as the Board in its sole discretion shall determine and approve. The
Company shall maintain records as to all Awards granted under the Plan.

     4. SHARES SUBJECT TO THE PLAN. The shares of stock to be issued pursuant to
Awards shall be authorized shares of the Company's voting ordinary shares
("Shares" or, individually, a "Share"), either previously unissued or previously
issued but reacquired by the Company. The aggregate number of Shares to be
issued pursuant to Awards shall be Two Hundred Thousand (200,000), subject to
adjustment as provided in Section 8 below. Any Share subject to an Award which
is cancelled, terminated, forfeited, or otherwise expires shall again be
available for subsequent Awards under this Plan.

     5. RESTRICTED SHARE UNITS AND RESTRICTED SHARES

          (a) Eligible Director. As used herein, "Eligible Director" means any
of the Company's directors who are not employees of the Company or any
subsidiary of the Company and have not been employees of the Company or any
subsidiary of the Company during the twelve (12) months preceding (i) the date
such person first became a director for purposes of Section 5(c) below or (ii)
the date of an Annual Meeting (as defined below) for purposes of Section 5 (d)
below (collectively, "Eligible Directors" and individually, an "Eligible
Director").

          (b) Grants. The Company shall grant to Eligible Directors the right to
receive Shares after certain vesting requirements are met ("Restricted Share
Units") or, in the Board's sole discretion, restricted Shares ("Restricted
Shares") in accordance with the terms and conditions set forth in this Section
5. Subject to the requirements set forth in Sections 5(c), 5(d) and 5(e) below,
the Board shall have the sole discretion to determine whether Restricted Share
Units or Restricted Shares will be granted under this Section 5 at any given
time.

          (c) Initial Awards. The Company shall grant, to each person who first
becomes an Eligible Director after the date this Plan becomes effective pursuant
to Section 13 below (but, excluding each person who was already serving as an
Eligible Director on the date of the Annual Meeting at which this Plan is first
approved by the Company's shareholders) on the date such person first becomes an
Eligible Director, an initial Award (the "Initial Award") of that number of
Restricted Share Units (or, if determined by the Board, Restricted Shares)
determined by dividing $65,000 or such other amount as determined by the Board
in its sole discretion from time to time (the "Initial Award Amount"), by the
Fair Market Value (as defined below) on the Grant Date. If an Eligible Director
first becomes an Eligible Director on a date other than the date of an annual
meeting of the Company's shareholders (an "Annual Meeting"), the Initial Award
Amount then in effect shall be reduced to an amount equal to the product of the
Initial Award Amount times a fraction, (i) the numerator of which shall be the
difference between 365 and the number of days elapsed since the Annual Meeting
immediately preceding such Eligible Director's election and (ii) the denominator
of which shall be 365. If the number of Restricted Share Units or Restricted
Shares in an Initial Award is less than a whole number, such number shall be
rounded to the nearest whole number.

          (d) Automatic Awards. On the date of each Annual Meeting, commencing
with the Annual Meeting at which this Plan is first approved by the Company's
shareholders (subject to


                                       2



the limitations contained in this Section 5(d)), the Company shall grant to each
Eligible Director as of the date of such meeting an Award (an "Automatic Award")
of that number of Restricted Share Units (or, if determined by the Board,
Restricted Shares) determined by dividing $65,000 or such other amount as
determined by the Board in its sole discretion from time to time, by the Fair
Market Value on the Grant Date, provided that such Eligible Director continues
as a director after such Annual Meeting. If an Eligible Director receives an
Initial Award on the date of an Annual Meeting, then such Eligible Director
shall not be entitled to an Automatic Award pursuant to this Section 5(d) with
respect to the same Annual Meeting. Notwithstanding anything in this Section
5(d) to the contrary, if an Eligible Director received an initial grant of
options pursuant to Section 5(b) of the Company's previously existing
Non-Employee Director Share Option Plan within twelve (12) months of the Annual
Meeting pursuant to which this Plan is first approved by the Company's
shareholders, then such Eligible Director shall not be entitled to receive an
Automatic Award pursuant to this Section 5(d) on the date of the Annual Meeting
at which this Plan is so approved by the shareholders. If the number of
Restricted Share Units or Restricted Shares in an Automatic Award is less than a
whole number, such number shall be rounded to the nearest whole number.

          (e) Chairman Awards. On the date of each Annual Meeting, commencing
with the Annual Meeting at which this Plan is first approved by the Company's
shareholders, the Company shall grant to the Chairman of the Board, if the
Chairman of the Board is then an Eligible Director, as of the date of such
meeting, an Award of that number of Restricted Share Units (or, if determined by
the Board, Restricted Shares) determined by dividing $12,000 or such other
amount as determined by the Board in its sole discretion from time to time, by
the Fair Market Value on the Grant Date, provided that such person continues to
be both an Eligible Director and Chairman of the Board after the Annual Meeting
(a "Chairman Award"). A Chairman Award made pursuant to this Section 5(e) shall
be in addition to any Initial Awards or Automatic Awards an Eligible Director
might otherwise be entitled to receive pursuant to Sections 5(c) and 5(d) above.
If the number of Restricted Share Units or Restricted Shares in a Chairman Award
is less than a whole number, such number shall be rounded to the nearest whole
number.

          (f) Definition of Fair Market Value. For purposes of this Plan, "Fair
Market Value" as of a certain date (the "Determination Date") means: (i) the
closing price of a Share on the New York Stock Exchange or the American Stock
Exchange (collectively, the "Exchange"), on the Determination Date, or, if
Shares were not traded on the Determination Date, then on the nearest preceding
trading day during which a sale occurred; or (ii) if Shares are not traded on
the Exchange but are quoted on NASDAQ or a successor quotation system, (A) the
last sales price (if Shares are then listed as a National Market Issue under The
Nasdaq National Market System) or (B) the mean between the closing
representative bid and asked prices (in all other cases) for the Shares on the
Determination Date as reported by NASDAQ or such successor quotation system; or
(iii) if such Shares are not traded on the Exchange or quoted on NASDAQ but are
otherwise traded in the over-the-counter, the mean between the representative
bid and asked prices on the Determination Date; or (iv) if subsections (i)-(iii)
do not apply, the fair market value established in good faith by the Board.

          (g) No Award Where Prohibited. No person shall be granted an Award
under this Plan if at the time of such Award, the Award is prohibited by
applicable law or by the policies of the employer of such person or the policies
of any other company of which such person is a member of the board of directors,
officer, executive, a general partner or a manager.


                                       3



          (h) Vesting and Forfeiture. Initial Awards made pursuant to Section
5(c) above shall become vested and non-forfeitable on the date immediately
preceding the Annual Meeting which follows the Grant Date of the Initial Award,
provided that the Eligible Director is then serving as an Eligible Director on
the particular vesting date. Automatic Awards made pursuant to Section 5(d) and
Chairman Awards made pursuant to Section 5(e) above shall become vested and
non-forfeitable on the date immediately preceding the Annual Meeting which
follows the Annual Meeting on which such Award was made, provided that on such
date the Eligible Director is then an Eligible Director and, in the case of a
Chairman Award, is also serving as Chairman of the Board. Notwithstanding the
foregoing, in the event the date of an Annual Meeting is delayed by more than
thirty (30) days from the first anniversary of the preceding year's Annual
Meeting, then the Initial Awards, Automatic Awards and Chairman Awards
outstanding on such thirtieth day shall become vested and non-forfeitable.
Notwithstanding the preceding sentences, outstanding Initial Awards, Automatic
Awards and Chairman Awards shall become fully vested and non-forfeitable upon a
Change in Control or upon termination of an Eligible Director's membership on
the Board due to death or upon such other circumstances as the Board may
determine in its sole discretion. Any Shares underlying Awards granted pursuant
to Sections 5(c), (d) and (e) above that do not become vested and
non-forfeitable pursuant to this Section 5(h) shall be forfeited.

          (i) Definition of Change in Control. For purposes of this Plan, a
"Change in Control" of the Company shall be deemed to have occurred if:

               (i) a sale, transfer, or other disposition of all or
substantially all of the Company's assets and properties is closed or
consummated;

               (ii) any "person", "entity" or "group" (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than the Company or any
majority-owned subsidiary of the Company, is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing fifty percent (50%) or more of the
combined voting power of the Company's then outstanding securities that have the
right to vote in the election of directors generally, provided, however, that
the following shall not constitute a "Change in Control" of the Company:

                    (1)  any acquisition directly from the Company or any
                         subsidiary thereof (excluding any acquisition resulting
                         from the exercise of a conversion or exchange privilege
                         in respect of outstanding convertible or exchangeable
                         securities); or

                    (2)  any acquisition by an employee benefit plan (or related
                         trust) sponsored or maintained by the Company or any
                         entity controlled by the Company;

               (iii) during any period of two consecutive years during the term
of this Plan, individuals who at the beginning of such period constitute the
Board cease for any reason to constitute at least a majority thereof, unless the
election of each director who was not a director at the beginning of such period
has been approved in advance by directors representing at least two-thirds of
the directors then in office who were directors at the beginning of the period;
or


                                       4



               (iv) the Company is dissolved or liquidated or a merger,
reorganization, or consolidation involving the Company is closed or consummated,
other than a merger, reorganization, or consolidation in which holders of the
combined voting power of the Company's then outstanding securities that have the
right to vote in the election of directors generally immediately prior to such
transaction own, either directly or indirectly, fifty percent (50%) or more of
the combined voting power of the securities entitled to vote in the election of
directors generally of the reorganized, merged or consolidated entity (or its
parent company) immediately following such transaction.

          (j) Issuance of Restricted Shares Prior to Vesting. The Company shall
issue stock certificates that evidence Restricted Shares pending the lapse of
applicable restrictions, and that bear a legend making appropriate reference to
such restrictions. Except as set forth in the applicable Award Agreement or the
Board otherwise determines, the Company or a third party that the Company
designates shall hold such Restricted Shares. The Company may require that an
Eligible Director who receives Restricted Shares execute an assignment separate
from certificate or such other documents as it deems necessary or desirable.

          (k) Issuance of Shares upon Vesting. As soon as practicable after the
vesting of an Award made pursuant to this Section 5 but no later than the
fifteenth (15th) day of the third (3rd) month following the calendar year in
which the Participant becomes vested in the Award, the Company shall release to
the Eligible Director, free from vesting restrictions, one Share for each vested
Restricted Share or issue one Share free from vesting restrictions for each
vested Restricted Share Unit, unless an Award Agreement provides otherwise or
the Eligible Director has irrevocably elected to defer receiving such Shares
pursuant to Section 5(n) hereof.

          (l) Cash Dividends. If cash dividends are declared and paid on
outstanding Shares based on a record date on or after a Grant Date, then the
Board may, in its discretion, provide in an Award Agreement that an Eligible
Director holding Restricted Shares on such record date shall receive the cash
dividends payable on such Shares and, in the case of Restricted Share Units, an
amount equal to the per share cash dividend otherwise paid on outstanding Shares
equal to the number of Restricted Share Units held by an Eligible Director at
the time the cash dividend is paid. If an Award Agreement provides for payments
on account of cash dividends declared and paid on or after the Grant Date to be
made at the time such cash dividends are declared and paid, such payments will
be made no later than the end of the calendar year in which such cash dividends
are declared and paid to by the Company, or, if later, the fifteenth (15th) day
of the third (3rd) month following the date that the cash dividends are declared
and paid by the Company. Notwithstanding the foregoing, the Board may provide in
an Award Agreement that some or all of such cash dividends or amounts equal to
such cash dividends may not be paid at all, or may be paid on a later day or
dates (with or without interest) or may otherwise be subject to restrictions,
limitations and conditions as provided in the applicable Award Agreement.

          (m) Section 83(b) Elections. If an Eligible Director who has received
Restricted Share Units provides the Company with written notice of his or her
intention to make an election under Section 83(b) of the Code, within the
prescribed time period (or a similar election under the laws of another
country), with respect to the Shares subject to Restricted Share Units (the
"Section 83(b) Election"), the Board may, in its discretion, convert the
Eligible Director's Restricted Share Units into Restricted Shares, on a
one-for-one basis, in full satisfaction of the Eligible Director's Restricted
Share Unit Award. Any Restricted Shares issued pursuant to this Section 8(m)
shall


                                       5



continue to vest as provided in Section 8(h) and such Restricted Shares which do
not vest in accordance with Section 8(h) above shall be forfeited and cancelled
by the Company.

          (n) Deferral Elections.

               (i) Initial Awards. At any time on or before the Grant Date of an
Initial Award, the Eligible Director who receives such Initial Award may
irrevocably elect, on a form provided by and acceptable to the Company, to defer
the receipt of all or a percentage of the Shares that would otherwise be issued
to the Eligible Director upon the vesting of such Initial Award in the future.

               (ii) Automatic Awards. At any time before and not later than the
December 31 of the calendar year preceding the Grant Date of any Automatic
Award, the Eligible Director may irrevocably elect, on a form provided by and
acceptable to the Company, to defer the receipt of all or a percentage of the
Shares that would otherwise be issued to the Eligible Director upon the vesting
of such Automatic Award in the future.

               (iii) If an Eligible Director makes a deferral election pursuant
to this Section 5(n), the Shares subject to such election shall be deferred
pursuant to Section 7 hereof on the date such Shares would otherwise have been
released or issued to the Eligible Director. Notwithstanding the foregoing
provisions of this Section 5(n), Shares with respect to which an Eligible
Director has made a Section 83(b) Election shall not be eligible for deferral
pursuant to Section 5(n) and Section 7 hereof.

     6. ELECTIVE GRANTS.

          (a) Election. Each Eligible Director may make an election to receive
up to 100 percent (100%) of his or her Quarterly Compensation (as defined below)
in increments of five percent (5%), in the form of Shares (an "Elective Grant")
in accordance with this Section 6. The election by the Eligible Director to
receive an Elective Grant of Shares must be in writing and must be delivered to
the Secretary of the Company before the start of the fiscal quarter during which
services are to be rendered by the Eligible Director giving rise to the
Quarterly Compensation. The election made by an Eligible Director pursuant to
this Section 6 shall be in effect as to Quarterly Compensation payable for
services rendered during the fiscal quarter of the Company covered by the
election.

          (b) Shares Issued. The number of Shares to be granted to an Eligible
Director who makes an Elective Grant shall equal (i) the amount of the Quarterly
Compensation earned during the Company's fiscal quarter subject to the Elective
Grant, divided by (ii) the Fair Market Value on the last day of such fiscal
quarter. In no event shall the Company be required to issue fractional Shares
and any fractional Share will be rounded to the nearest whole Share. As soon as
practicable after each Eligible Director's Elective Grant of Shares is
determined, and in no event later than the fifteenth day of the third month
following the year in which such Elective Grant of Shares is determined, the
Company shall cause to be issued and delivered to such Eligible Director a stock
certificate registered in the name of the Eligible Director evidencing his or
her Elective Grant, less any Shares withheld by the Company pursuant to Section
9 below.


                                       6



          (c) No Assignment. No right to an Elective Grant and no interest
therein may be assigned, pledged, hypothecated, or otherwise transferred by an
Eligible Director except that, in the event of the death of an Eligible Director
prior to the issuance of a stock certificate evidencing an Elective Grant, such
right to such Elective Grant may be transferred to the Eligible Director's
designated beneficiary or, in the absence of such designation, by will or the
laws of descent and distribution.

          (d) Quarterly Compensation. For purposes of this Plan, "Quarterly
Compensation" shall mean the sum of all meeting fees, annual retainer fees, fees
for chairing the Board or a Board committee, and committee fees for service as a
director earned by an Eligible Director during a quarter. Compensation paid to
an Eligible Director for service to the Company in any other capacity shall be
excluded from the calculation of Quarterly Compensation.

          (e) Deferral Elections. An Eligible Director may irrevocably elect, on
a form provided by and acceptable to the Company, to defer the receipt of all or
a percentage of the Quarterly Compensation that would otherwise be payable to
the Eligible Director in a future calendar year by delivering such deferral
election to the Company on or before December 31st of the year preceding the
year in which the first deferral of Quarterly Compensation is to occur.
Notwithstanding the foregoing, an Eligible Director may make such deferral
election within the 30-day period after he or she first becomes an Eligible
Director, provided that such deferral election will be effective only with
respect to Quarterly Compensation earned after the end of the fiscal quarter in
which such deferral election is made. If an Eligible Director makes a deferral
election pursuant to this Section 6(e), the Quarterly Compensation subject to
the election shall be deferred pursuant to Section 7 hereof on the date such
compensation would otherwise have been paid to the Eligible Director.

     7. DEFERRED SHARE UNITS

          (a) Elections to Defer. Any Eligible Director may irrevocably elect,
on a form provided by and acceptable to the Company (the "Election Form"), to
defer the receipt of Restricted Shares for which a Section 83(b) Election has
not been made, Shares subject to Restricted Share Units, and Quarterly
Compensation, and in lieu thereof to have the Company credit to an internal Plan
account (the "Account") that number of deferred share units ("Deferred Share
Units") equal to the Restricted Shares or Restricted Share Units that the
Eligible Director has deferred, and in the case of Quarterly Compensation which
is deferred, the number of Deferred Share Units determined by dividing the
amount of Quarterly Compensation that the Eligible Director has deferred by the
Fair Market Value of a Share on the last day of the quarter for which
compensation has been deferred. Each Election Form will be effective only if it
is delivered to the Company in accordance with the election timing restrictions
set forth in Section 5(n) or Section 6(e), whichever shall be applicable to the
Election Form.

          (b) Vesting. Deferred Share Units shall be 100% vested at all times.

          (c) Cash Dividends. If cash dividends are declared and paid on
outstanding Shares based on a record date on or after the date that receipt of
Restricted Shares, Restricted Share Units or Quarterly Compensation is
effectively deferred pursuant to Section 7(a) above, then the Board may in its
sole discretion, provide that an amount equal to the per share cash dividend


                                       7



otherwise paid on outstanding Shares be paid to the deferring Eligible Director
on the number of Deferred Share Units credited to the Account of such person.
Notwithstanding the foregoing, the Board may provide in an Award Agreement that
some or all of such amounts equal to such cash dividends may not be paid at all,
or may be paid on a later date or dates (with or without interest) or may
otherwise be subject to restrictions, limitations and conditions as determined
by the Board.

          (d) Distributions of Shares. The Company shall provide an Eligible
Director with one Share for each Deferred Share Unit in three (3) substantially
equal annual installments that are issued before the last day of each of the
three (3) calendar years that end after the date on which the Eligible
Director's membership on the Board terminates; provided, however, in the event
of a Change in Control that is a permissible distribution event under Code
Section 409A(a)(2)(A)(v) (as certified by the Board), the Company shall provide
an Eligible Director one Share for each Deferred Share Unit issued at one time
upon the occurrence of such Change in Control; unless in either case-

               (i) the Eligible Director has properly elected a different form
of distribution, on a form approved by the Board that permits the Participant to
select any combination of a lump sum and annual installments that are completed
within ten years following termination of the Participant's Continuous Service,
and

               (ii) the Company has received the Eligible Director's
distribution election form on or before the effective date of the Eligible
Director's deferral election in accordance with Section 5(n) or Section 6(e),
whichever shall be applicable.

Cash shall be paid in lieu of any fractional shares.

          (e) Emergency Withdrawals. In the event an Eligible Director suffers
an unforeseeable emergency within the contemplation of this Section and Section
409A of the Code, the Eligible Director may apply to the Company for an
immediate distribution of all or a portion of his or her Deferred Share Units.
The unforeseeable emergency must result from a sudden and unexpected illness or
accident of the Eligible Director, the Eligible Director's spouse, or a
dependent (within the meaning of Section 152(a) of the Code) of the Eligible
Director, casualty loss of the Eligible Director's property, or other similar
extraordinary and unforeseeable conditions beyond the control of the Eligible
Director. Examples of purposes which are not considered hardships include
post-secondary school expenses or the desire to purchase a residence. In no
event will a distribution be made to the extent the unforeseeable emergency
could be relieved through reimbursement or compensation by insurance or
otherwise, or by liquidation of the Eligible Director's nonessential assets to
the extent such liquidation would not itself cause a severe financial hardship.
The amount of any distribution hereunder shall be limited to the amount
necessary to relieve the Eligible Director's unforeseeable emergency plus
amounts necessary to pay taxes reasonably anticipated as a result of the
distribution. The Board shall determine whether an Eligible Director has a
qualifying unforeseeable emergency and the amount which qualifies for
distribution, if any. The Board may require evidence of the purpose and amount
of the need, and may establish such application or other procedures as it deems
appropriate.

          (f) No Rights to Deferred Share Units. An Eligible Director's right to
Deferred Share Units shall at all times constitute an unsecured promise of the
Company to pay benefits as they come due. Deferred Share Units shall have no
voting rights. The right of an Eligible Director or his or her beneficiary to
receive benefits hereunder shall be solely an unsecured claim against the


                                       8



general assets of the Company. Neither the Eligible Director nor his or her
beneficiary shall have any claim against or rights in any specific assets,
shares, or other funds of the Company.

     8. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. If a reorganization,
recapitalization, stock split, stock dividend, combination of shares, merger,
consolidation, rights offering, or any other change in the corporate structure
or shares of voting ordinary shares of the Company occurs, the number and kind
of Shares authorized by this Plan and the number and kind of Shares subject to
Awards, shall be automatically adjusted as required in order to prevent an
unfavorable effect upon the value of the Shares covered by the then outstanding
Awards and Shares covered by Awards subsequently granted.

     9. TAXES.

          (a) Withholding. Any distribution of Shares pursuant to this Plan
shall be subject to withholding of state and federal income taxes, or other
taxes to the extent required by applicable law. In the discretion of the Board,
an Eligible Director may satisfy the applicable tax withholding and employment
tax obligations (if any) associated with an Award by surrendering to the Company
Shares (including Shares subject to the Award) that have a Fair Market Value
determined as of the applicable tax date equal to the amount required to be
withheld. In the case of Shares previously acquired from the Company that are
surrendered under this Section, such Shares must have been owned by the Eligible
Director for more than six months on the date of surrender (or such longer
period of time that the Board may in its discretion require).

          (b) Income Taxes and Deferred Compensation. Participants are solely
responsible and liable for the satisfaction of all taxes and penalties that may
arise in connection with Awards (including any taxes arising under Section 409A
of the Code), and the Company shall not have any obligation to indemnify or
otherwise hold any Participant harmless from any or all of such taxes. The Board
shall have the discretion to organize any deferral program, to require deferral
election forms, and to grant or to unilaterally modify any Award in any manner
that (i) conforms with the requirements of Section 409A of the Code with respect
to compensation that is deferred and that vests after December 31, 2004, (ii)
voids any Participant election to the extent it would violate Section 409A of
the Code, and (iii) for any distribution event or election that could be
expected to violate Section 409A of the Code, make the distribution only upon
the earliest of the first to occur of a "permissible distribution event" within
the meaning of Section 409A of the Code, or a distribution event that the
Participant elects in accordance with Section 409A of the Code. The Board shall
have the sole discretion to interpret the requirements of the Code, including
Section 409A, for purposes of the Plan and all Awards.

     10. NO SHAREHOLDER RIGHTS. Except as otherwise provided in this Plan,
neither an Eligible Director nor any transferee of an Eligible Director shall
have any rights as a shareholder of the Company with respect to any Shares
underlying an Award until the date of entry of their name with respect to such
Shares in the Company's Registry of Members in accordance with the Company's
Memorandum and Articles of Association. Prior to the issuance of Shares pursuant
to an Award (as evidenced by the entry of the Eligible Director's name with
respect to such Shares in the Company's Registry of Members in accordance with
the Company's Memorandum and Articles of Association), an Eligible Director
shall not have the right to vote or any other rights as a shareholder with
respect to the Shares underlying the Award. No adjustment will be made for a
dividend or other right that is determined based on a record date prior to the
date of entry of their


                                       9



name with respect to such Shares in the Company's Registry of Members, except as
otherwise specifically provided for in this Plan.

     11. LAWS AND REGULATIONS.

          (a) U.S. Securities Laws. This Plan, the award of Restricted Share
Units, Restricted Shares or Deferred Share Units, and the obligation of the
Company to sell or deliver any of its securities (including, without limitation,
Restricted Share Units, Deferred Share Units, and Shares) under this Plan shall
be subject to all applicable laws, regulations and rules. In the event that the
Shares are not registered under the Securities Act of 1933, as amended (the
"Act"), or any applicable state securities laws prior to the delivery of such
Shares, the Company may require, as a condition to the issuance thereof, that
the persons to whom Shares are to be issued represent and warrant in writing to
the Company that such Shares are being acquired by him or her for investment for
his or her own account and not with a view to, for resale in connection with, or
with an intent of participating directly or indirectly in, any distribution of
such Shares within the meaning of the Act, and a legend to that effect may be
placed on the certificates representing the Shares.

          (b) Other Jurisdictions. To facilitate the making of any grant of an
Award under this Plan, the Board may provide for such special terms for Awards
to Eligible Directors who are foreign nationals as the Board may consider
necessary or appropriate to accommodate differences in local law, tax policy or
custom. The Board may adopt rules and procedures relating to the operation and
administration of this Plan to accommodate the specific requirements of local
laws and procedures of particular countries. Without limiting the foregoing, the
Board is specifically authorized to adopt rules and procedures regarding the
conversion of local currency, taxes, withholding procedures and handling of
stock certificates which vary with the customs and requirements of particular
countries. The Board may adopt sub-plans applicable to particular locations and
countries.

     12. TERM OF PLAN; TERMINATION AND AMENDMENT OF THIS PLAN. The Plan shall
continue in effect for a term of ten (10) years from its effective date as
determined by Section 13 hereof, unless earlier terminated by this Section 12.
The Board may at any time terminate this Plan or may at any time or times amend
or modify this Plan for any purpose which at the time may be permitted by
applicable law. No amendment, suspension, or termination of the Plan or any
Awards shall materially and adversely affect Awards already granted and
outstanding, unless either (i) it relates to an adjustment pursuant to Section 8
above, (ii) it is mutually agreed otherwise between the Eligible Director and
the Company, which agreement must be in writing and signed by both parties, or
(iii) the Board determines with respect to outstanding Awards that the amendment
or modification is for the purpose of satisfying the requirements of any changes
in applicable laws or regulations or to avoid or minimize adverse tax
consequences for Eligible Directors.

     13. EFFECTIVE DATE. This Plan shall become effective on the date of its
approval by the Company's shareholders (which was June 25, 2004).

     14. NONTRANSFERABILITY. Except as set forth in this Section 14 or as
otherwise approved by the Board, Awards shall be nonassignable and
nontransferable other than by will or the laws of descent and distribution.
Notwithstanding the foregoing, Awards (except for Elective Grants which are
governed by Section 6(c) above) may be transferred, with the consent of the


                                       10



Board, by gift to charitable institutions, or by gift to an Eligible Director's
"Immediate Family." "Immediate Family" means any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and shall include adoptive relationships, any person sharing the
Eligible Director's household (other than as a tenant or employee), a trust in
which these persons have more than fifty percent (50%) of the beneficial
interest, a foundation in which these persons (or the Eligible Director) control
the management of assets, and any other entity in which these persons (or the
Eligible Director) own more than fifty percent (50%) of the voting interest.

     15. CONTROLLING LAW. All disputes relating to or arising from the Plan
shall be governed by the internal substantive laws (and not the conflicts of
laws) of the British Virgin Islands to the extent not preempted by United States
federal laws. If any provision of this Plan is held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions shall
continue to be fully effective.


                                       11

EX-10.28

                                                                   EXHIBIT 10.28

                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                          STOCK OPTION AWARD AGREEMENT

                                   ----------

                                 AWARD NO. _____

          You (the "Participant") are hereby awarded the following stock option
(the "Option") to purchase Shares of UTi Worldwide Inc. ("the "Company"),
subject to the terms and conditions set forth in this Stock Option Award
Agreement (the "Award Agreement") and in the UTi Worldwide Inc. Amended and
Restated 2004 Long-Term Incentive Plan (the "Plan"), which is attached hereto as
Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as
Exhibit B. You should carefully review these documents, and consult with your
personal financial advisor, before exercising this Option.

          By executing this Award Agreement, you agree to be bound by all of the
Plan's terms and conditions as if they had been set out verbatim in this Award
Agreement. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
will be made by the Board of Directors of UTi Worldwide Inc. (the "Board") or
any Committee appointed by the Board to administer the Plan, and shall be final,
conclusive and binding on all parties, including you and your successors in
interest. Capitalized terms are defined in the Plan or in this Award Agreement.

1. VARIABLE TERMS. This Option shall have, and be interpreted according to, the
following terms, subject to the provisions of the Plan in all instances:

     Name of Participant:                _______________________________________

     Type of Stock Option:               [ ]  Incentive Stock Option (ISO)(1)

                                         [ ]  Non-Incentive Stock Option(2)

     Number of Shares subject to Option: _______________________________________

     Option Exercise Price per Share:    _______________________________________

     Grant Date:                         _______________________________________

     Expiration Date:                    [ ]  ___ years after Grant Date

                                         [ ]  10 years after Grant Date

- ----------
(1)  If an ISO is awarded to a person owning more than 10% of the voting power
     of all classes of stock of the Company or of any Subsidiary, then the term
     of the Option cannot exceed 5 years and the exercise price must be at least
     110% of the Fair Market Value (100% for any other employee who is receiving
     ISO awards).

(2)  The exercise price of a non-ISO must be at least 85% of the Fair Market
     Value.



Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2


     Vesting Schedule: (Establishes the  Participant's  rights to exercise this
                        Option with respect to the Number of Shares stated
                        above.)

          [ ]  ___% on Grant Date.

          [ ]  ___% on each of the first __(#) annual (_quarterly/__monthly)
               anniversary dates of the Participant's Continuous Service after
               the Grant Date.

          [ ]  The Participant may exercise this Option before vesting  occurs,
               in accordance with Section ___ of the Plan.

2. TERM OF OPTION. The term of the Option will expire at 5:00 p.m. (E.D.T. or
E.S.T., as applicable) on the Expiration Date.

3. MANNER OF EXERCISE. The Option shall be exercised in the manner set forth in
the Plan. The amount of Shares for which the Option may be exercised is
cumulative; that is, if you fail to exercise the Option for all of the Shares
vested under the Option during any period set forth above, then any Shares
subject to the Option that are not exercised during such period may be exercised
during any subsequent period, until the expiration or termination of the Option
pursuant to Sections 2 and 5 of this Award Agreement and the terms of the Plan.
Fractional Shares may not be purchased.

4. SPECIAL ISO PROVISIONS. If designated as an ISO, this Option shall be treated
as an ISO to the extent allowable under Section 422 of the Code, and shall
otherwise be treated as a Non-ISO. If you sell or otherwise dispose of Shares
acquired upon the exercise of an ISO within 1 year from the date such Shares
were acquired or 2 years from the Grant Date, you agree to deliver a written
report to the Company within 10 days following the sale or other disposition of
such Shares detailing the net proceeds of such sale or disposition.

5. TERMINATION OF CONTINUOUS SERVICE. If your Continuous Service with the
Company is terminated for any reason, this Option shall terminate on the date on
which you cease to have any right to exercise the Option pursuant to the terms
and conditions set forth in Section 6 of the Plan.

6. OCCURRENCE OF A CHANGE IN CORPORATE CONTROL. Notwithstanding Section 13(c) of
the Plan, if this Option is assumed or substituted by a Successor Corporation in
a Change in Control, and your Continuous Service is Involuntarily Terminated by
the Successor Corporation in connection with, or within 12 months following
consummation of, the Change in Control, then your right to exercise this Option
shall not become fully vested and exercisable unless the Committee provides you
with written notice that the Committee has decided, in its sole and absolute
discretion, to accelerate such vesting.

7. DESIGNATION OF BENEFICIARY. Notwithstanding anything to the contrary
contained herein or in the Plan, following the execution of this Award
Agreement, you may expressly designate a beneficiary (the "Beneficiary") to his
or her interest in the Option awarded hereby. You shall designate the
Beneficiary by completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit B (the "Designation of
Beneficiary") and delivering an executed copy of the Designation of Beneficiary
to the Company.



Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3


8. NOTICES. Any notice or communication required or permitted by any provision
of this Award Agreement to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award Agreement.
Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.

9. BINDING EFFECT. Except as otherwise provided in this Award Agreement or in
the Plan, every covenant, term, and provision of this Award Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, legatees, legal representatives, successors, transferees, and assigns.

10. MODIFICATIONS. This Award Agreement may be modified or amended at any time,
provided that you must consent in writing to any modification that adversely
alters or impairs any rights or obligations under this Option.

11. HEADINGS. Section and other headings contained in this Award Agreement are
for reference purposes only and are not intended to describe, interpret, define
or limit the scope or intent of this Award Agreement or any provision hereof.

12. SEVERABILITY. Every provision of this Award Agreement and of the Plan is
intended to be severable. If any term hereof is illegal or invalid for any
reason, such illegality or invalidity shall not affect the validity or legality
of the remaining terms of this Award Agreement.

13. GOVERNING LAW. The laws of the British Virgin Islands shall govern the
validity of this Award Agreement, the construction of its terms, and the
interpretation of the rights and duties of the parties hereto.

14. COUNTERPARTS. This Award Agreement may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute one and the same
instrument.

15. PLAN GOVERNS. By signing this Award Agreement, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award
Agreement and your Award is subject to all interpretations, amendments, rules
and regulations which from time to time may be promulgated and adopted pursuant
to the Plan. In the event of a conflict between the provisions of this Award
Agreement and those of the Plan, the provisions of the Plan shall control.

16. TAXES. If you are subject to taxation in the United States, by signing this
Award, you acknowledge that you shall be solely responsible for the satisfaction
of any federal, state, or local taxes that may arise with respect to this Award
Agreement (including any taxes arising under Sections 409A or 4999 of the Code),
and that neither the Company nor the Committee shall have any obligation
whatsoever to pay such taxes or to prevent you from occurring them. The Company
shall not have any obligation to pay, mitigate, or protect you from any such tax
liabilities. Nevertheless, if the Company reasonably determines that your
receipt of payments or benefits



Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4


pursuant to Section 9 of the Plan would cause you to incur liability for
additional tax under Section 409A of the Code, then the Company may in its
discretion suspend such payments or benefits until the end of the six-month
period following termination of your service with the Company (the "409A
Suspension Period"). As soon as reasonably practical after the end of the 409A
Suspension Period, the Company shall make a lump sum payment to you, in cash, in
an amount equal to any payments and benefits that the Company does not make
during the 409A Suspension Period. Thereafter, you shall receive any remaining
payments and benefits due pursuant to Section 9 of the Plan in accordance with
the terms of that Section (as if there had not been any suspension beforehand).

                            [signature page follows]




Stock Option Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 5


     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Option is awarded under and
governed by the terms and conditions of this Award Agreement and the Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                        PARTICIPANT

                                        The undersigned Participant hereby
                                        accepts the terms of this Award
                                        Agreement and the Plan.


                                        By:
                                            ------------------------------------
                                        Name of Participant:
                                                             -------------------



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT A

                                  PLAN DOCUMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT B

                                   PROSPECTUS



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT C

                           DESIGNATION OF BENEFICIARY

          In connection with the STOCK OPTION AWARD AGREEMENT (the "Award
Agreement") entered into on _______________, 200_ between UTi Worldwide Inc.
(the "Company") and _______________, an individual residing at _______________
(the "Participant"), you hereby designate the person specified below as the
beneficiary of the Participant's interest in a stock option to purchase
_______________ Shares (as defined in the Amended and Restated 2004 Long-Term
Incentive Plan) of the Company awarded pursuant to the Award Agreement. This
designation shall remain in effect until revoked in writing by the Participant.

          Name of Beneficiary: _____________________________________

          Address:             _____________________________________

                               _____________________________________

                               _____________________________________

          Social Security No.: _____________________________________

          You understand that this designation operates to entitle the
above-named beneficiary to the rights conferred by the Award Agreement from the
date this form is delivered to the Company until such date as this designation
is revoked in writing by you, including by delivery to the Company of a written
designation of beneficiary executed by you on a later date.

                                        Date:
                                              ------------------------


                                        By:
                                            ------------------------------------
                                            [Participant Name]

Sworn to before me this

____ day of ____________, 200_


- -------------------------------------
Notary Public

County of
          ---------------------------
State of
         ----------------------------

EX-10.29

                                                                   EXHIBIT 10.29

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                     PERFORMANCE ENHANCEMENT AWARD AGREEMENT

                                   ----------

                              AWARD NO. ___________

          You (the "Participant") are hereby awarded Performance Units subject
to the terms and conditions set forth in this Performance Enhancement Award
Agreement (the "Award") and in the UTi Worldwide Inc. 2004 Long-Term Incentive
Plan ("Plan"). A copy of the Plan is attached hereto as Exhibit A. A summary of
the Plan appears in its Prospectus, which is attached as Exhibit B. This Award
is conditioned on your execution of this Award and the Non-Solicitation
Agreement attached hereto as Exhibit C. You should carefully review these
documents, and consult with your personal legal and financial advisor, in order
to assure that you fully understand the terms, conditions, and financial
implications of this Award.

          By executing these documents, you are agreeing to be bound irrevocably
by all of their terms and conditions as if they had been set out verbatim in
this Award. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award will be
made by the by the Board of Directors of UTi Worldwide Inc. ("Board") or any
Committee appointed by the Board to administer the Plan, and shall (unless
arbitrary and capricious) be final, conclusive and binding on all parties,
including you and your successors in interest. Capitalized terms are defined in
the Plan or in this Award.

     1. SPECIFIC TERMS OF YOUR AWARD. Your Award is being granted pursuant to
Article 10(b) of the Plan as a "Performance Compensation Award," and shall have
the following terms; subject, if you are a "covered employee" within the meaning
of Section 162(m) of the Code for a taxable year of the Company in which a
Performance Period ends, to the Committee's interpretation of the Plan and this
Award in any manner that the Committee may deem reasonably necessary or
appropriate in order for this Award to satisfy the requirements for
"performance-based compensation" within the meaning of Section 162(m)(4) of the
Code, and associated tax regulations and rulings:

                                   
Name of Participant                   ________________________________________

Grant Date of Award                   ________________________________________

Maximum Number of Shares Subject to
Performance Units                     _____________ ("Maximum Award"), which
(may not exceed 200,000)              equals 120% of the Target Award.

Target Number of Shares Subject to
Performance Units                     ______________ ("Target Award")

Performance Period                    The 3-year period that that ends after the
                                      Grant Date.

Performance Goals for each            To be determined by the Committee in its
                                      discretion for each





Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2


                                   
Performance Period                    Performance Period.

                                      

Requirements for Vesting              Subject to acceleration pursuant to Section 2 below,
                                      as of the last day of the Performance Period, you
                                      shall become vested, with respect to the Target Number
                                      of Performance Units subject to this Award, in the
                                      following percentage that corresponds to your
                                      achievement of the specified Performance Goals:

                                      % Vesting   Performance Range   Performance Level
                                      ---------   -----------------   -----------------
                                           0%      < 80% of target      Below minimum
                                          80%        80% of target      Minimum
                                         100%       100% of target      Target
                                         120%       120% of target      Maximum

                                      In its sole and absolute discretion, the Committee
                                      shall (i) determine the Performance Level and
                                      Performance Range, and (ii) may adjust your vesting
                                      percentage to take into account intermediate results
                                      between Performance Levels, provided that your vesting
                                      percentage shall under no event exceed 120%.



     If the Performance Goals for any Performance Period are not satisfied, the
Committee shall have the sole and absolute discretion, to be exercised only in
writing, with respect to all or some of the Shares allocated to that Performance
Period, either (i) to add those Shares to the Shares allocated to one or more
future Performance Periods, or (ii) to determine that the Performance Goals have
been satisfied with respect to such Shares, but only if you are not a "covered
employee" within the meaning of Section 162(m) of the Code for a taxable year of
the Company in which a Performance Period ends.

     2. ACCELERATED VESTING. If your Continuous Service ends due to your death
or because you become Disabled, you will become partially vested in the Shares
subject to this Award, provided that the Compensation Committee has determined
that performance is on track to meet the Performance Goals (and will forfeit all
other rights under this Award). The number of Shares in which your interest
vests will be determined by multiplying the total number of Shares subject to
this Award by a fraction having (a) a numerator equal to the number of full
months of your Continuous Service after the Grant Date, and (b) a denominator
equal to 36.

     3. CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall
supersede any contrary or inconsistent provisions set forth in Section 13 of the
Plan. In the event of a Change in Control that is a permissible distribution
event under Code Section 409A(a)(2)(A)(v) (as determined by the Committee in its
sole discretion), you will become partially vested in the Shares subject to this
Award, to the extent allowable under Treasury Regulations under Section 409A of
the Code and provided that the Compensation Committee of the Board has
determined that the


                                       2



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3

organization is on track to meet the Performance Goals. The number of Shares in
which your interest vests will be determined by multiplying the total number of
Shares subject to this Award by a fraction having (a) a numerator equal to the
number of full months of your Continuous Service between the Grant Date and the
date of the Change in Control, and (b) a denominator equal to 36. In addition,
if the unvested portion of this Award is assumed or substituted by a Successor
Corporation in a Change in Control that is a permissible distribution event
under Code Section 409A(a)(2)(A)(v) (as determined by the Committee in its sole
discretion), and your employment is Involuntarily Terminated by the Successor
Corporation in connection with, or within 12 months following consummation of,
the Change in Control, then the number of remaining Shares in which your
interest vests shall be determined by multiplying the total number of Shares
subject to this Award by a fraction having (a) a numerator equal to the lesser
of 12 and the number of months between the date of such termination and the
third anniversary of the Grant Date, and (b) a denominator equal to 36;
provided, however, that the Committee may decide, in its sole and absolute
discretion, to accelerate such vesting.

     Notwithstanding the foregoing, if the Committee notifies you in writing
within 25 months after a Change in Control that you have violated the
Non-Solicitation Agreement attached as Exhibit C, the Company shall have the
right to coincidentally redeem any Shares in which your rights vested pursuant
to Section 2 hereof as a result of your retirement. The price payable to redeem
such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with
the written notice referenced in the preceding sentence. By executing this
Agreement, you agree to execute any document that the Company considers
reasonably necessary or proper to consummate this redemption.

     4. SATISFACTION OF VESTING RESTRICTIONS. No Shares will be issued before
you complete the requirements that are necessary for you to vest in the Shares
underlying your Performance Units. As soon as practicable after the date on
which your Award vests in whole or in part, the Company will issue to you or
your duly-authorized transferee, free from vesting restrictions (but subject to
such legends as the Company determines to be appropriate), one Share for each
vested Performance Unit. Fractional shares will not be issued, and cash will be
paid in lieu thereof. Notwithstanding the foregoing, the Company will not issue
Share certificates to you unless you have made arrangements satisfactory to the
Committee to satisfy any applicable tax withholding obligations.

     5. FAILURE OF VESTING RESTRICTIONS. By executing this Award, you
acknowledge and agree that:

     (a)  if your Continuous Service terminates under circumstances that do not
          result in accelerated vesting pursuant to Section 2 above, you will
          irrevocably forfeit any and all rights under this Award, and this
          Award will immediately become null, void, and unenforceable; and

     (b)  if the Committee determines that the Performance Goals for any
          Performance Period have not been fully satisfied, you will irrevocably
          forfeit any and all rights with respect to the Performance Units
          attributable to that Performance Period.

     6. DIVIDENDS. When Shares are issued to you or your duly-authorized
transferee pursuant to the vesting of the Shares underlying your Performance
Units, you or your duly-


                                       3



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4

authorized transferee shall also be entitled to receive, with respect to each
Share issued, an amount equal to any cash dividends (plus simple interest at a
rate of five percent per annum, or such other reasonable rate as the Committee
may determine) and a number of Shares equal to any stock dividends, which were
declared and paid to the holders of Shares between the Grant Date and the date
such Share is issued.

     7. VOTING. With respect to the Shares to be issued and held by you pursuant
to this Award, you may not exercise voting rights until you become the record
owner of the Shares.

     8. INVESTMENT PURPOSES. By executing this Award, you represent and warrant
to the Company that any Shares issued to you pursuant to this Award will be for
investment for your own account and not with a view to, for resale in connection
with, or with an intent of participating directly or indirectly in, any
distribution of such Shares within the meaning of the Securities Act of 1933, as
amended.

     9. SECTION 83(B) ELECTION NOTICE. If you provide the Company with prior
written notice of your intention to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares underlying
your Award (a "Section 83(b) election"), the Committee shall treat your
Performance Units as Restricted Stock Units, and accordingly convert your
Maximum Award of Performance Units into Restricted Shares, on a one-for-one
basis, pursuant to the terms of (and in full satisfaction of) this Award. You
agree to provide a copy of such election to the Company within 10 days after
filing that election with the Internal Revenue Service. Exhibit D contains a
suggested form of Section 83(b) election. Any Restricted Shares issued to you
pursuant to this Section 9 shall bear such legends as the Company determines to
be appropriate until all vesting restrictions lapse and replacement certificates
for unrestricted Shares are issued to you pursuant to Section 4 of this Award.

     10. DEFERRAL ELECTION. At any time prior to the date that is six months
before the end of the Performance Period, provided that you have remained a
continuous employee of the Company since the date that the Performance Goals
were established by the Committee, you may irrevocably elect to defer the
receipt of all or a percentage of the Shares that would otherwise be issued to
you on the vesting of this Award. A copy of the form which you may use to make a
deferral election is attached hereto as Exhibit E. Notwithstanding the
foregoing, Shares which have been subject to a Section 83(b) election are not
eligible for deferral.

     11. NOT A CONTRACT OF EMPLOYMENT. By executing this Award, you acknowledge
and agree that (i) any person who is terminated before full vesting of an award,
such as the one granted to you by this Award, could claim that he or she was
terminated to preclude vesting; (ii) you promise never to make such a claim;
(iii) nothing in this Award or the Plan confers on you any right to continue an
employment, service or consulting relationship with the Company, nor shall it
affect in any way your right or the Company's right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.

     12. SEVERABILITY. Subject to one exception, every provision of this Award
and the Plan is intended to be severable, and if any provision of the Plan or
this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to


                                       4



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 5

be fully effective. The only exception is that this Award shall be unenforceable
if any provision of the preceding section is illegal, invalid, or unenforceable.

     13. NOTICES. Any notice or communication required or permitted by any
provision of this Award to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award. Any such
notice shall be deemed to be given as of the date such notice is personally
delivered or properly mailed.

     14. BINDING EFFECT. Every provision of this Award shall be binding on and
inure to the benefit the parties' respective heirs, legatees, legal
representatives, successors, transferees, and assigns.

     15. HEADINGS. Headings shall be ignored in interpreting this Award.

     16. COUNTERPARTS. This Award may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.

     17. PLAN GOVERNS. By signing this Award, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award and
your Award is subject to all interpretations, amendments, rules and regulations
which from time to time may be promulgated and adopted pursuant to the Plan. In
the event of a conflict between the provisions of this Award and those of the
Plan, the provisions of the Plan shall control. In addition, you recognizes and
agrees that all determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board or of the Committee in their sole
and absolute discretion, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including you, your heirs, and representatives.

     18. TAXES. If you are subject to taxation in the United States, by signing
this Award, you acknowledge that you shall be solely responsible for the
satisfaction of any federal, state, or local taxes that may arise with respect
to this Award (including any taxes arising under Sections 409A or 4999 of the
Code), and that neither the Company nor the Committee shall have any obligation
whatsoever to pay such taxes or to prevent you from occurring them.

     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that this Award is being made under
and governed by the terms and conditions of this Award and the Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                       5



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 6

     The undersigned Participant hereby accepts the terms of this Award and the
Plan.


                                        By:
                                            ------------------------------------

                                        Name of Participant:
                                                             -------------------


                                       6



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT A

                                  PLAN DOCUMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT B

                                   PROSPECTUS


                                       2



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT C

                           NON-SOLICITATION AGREEMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT D

                           SECTION 83(B) ELECTION FORM

          Attached is an Internal Revenue Code Section 83(b) Election Form. If
you wish to make a Section 83(b) election, you must do so within 30 days after
the date the Restricted Shares covered by the election were transferred to you.
In order to make the election, you must completely fill out the attached form
and file one copy with the Internal Revenue Service office where you file your
tax return. In addition, one copy of the statement also must be submitted with
your income tax return for the taxable year in which you make this election.
Finally, you also must submit a copy of the election form to the Company within
10 days after filing that election with the Internal Revenue Service. A Section
83(b) election normally cannot be revoked.



                               UTi WORLDWIDE INC.

                                   ----------

         ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
          IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(B)

                                   ----------

     Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.

1.   My General Information:

         Name:
               __________________________________
         Address:
                  _______________________________

                  _______________________________
         S.S.N.
         or T.I.N.:
                    _____________________________

2.   Description of the property with respect to which I am making this
     election:

          ____________________ ordinary shares of ___________ stock of UTi
          Worldwide Inc. (the "Restricted Shares").

3.   The Restricted Shares were transferred to me on ______________ ___, 20__.
     This election relates to the 20____ calendar taxable year.

4.   The Restricted Shares are subject to the following restrictions:

          The Restricted Shares are forfeitable until they are earned in
          accordance with Sections 1, 4, and 5 of the UTi Worldwide Inc. 2004
          Long-Term Incentive Plan ("Plan") Performance Enhancement Award
          ("Award") or other Award or Plan provisions. The Restricted Shares
          generally are not transferable until my interest becomes vested and
          nonforfeitable, pursuant to the Award and the Plan.

5.   Fair market value:

          The fair market value at the time of transfer (determined without
          regard to any restrictions other then restrictions which by their
          terms never will lapse) of the Restricted Shares with respect to which
          I am making this election is $_____ per share.



6.   Amount paid for Restricted Shares:

          The amount I paid for the Restricted Shares is $____ per share.

7.   Furnishing statement to employer:

          A copy of this statement has been furnished to my employer,
          ______________. If the transferor of the Restricted Shares is not my
          employer, that entity also has been furnished with a copy of this
          statement.

8.   Award or Plan not affected:

          Nothing contained herein shall be held to change any of the terms or
          conditions of the Award or the Plan.

Dated: ____________ __, 200_.


                                        ----------------------------------------
                                        Taxpayer



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT E

                     DEFERRAL AND DISTRIBUTION ELECTION FORM

     Attached is the form you may use if you wish to defer the receipt of all or
a percentage of the Shares that would otherwise be issued to you from the
vesting of your Award. You must submit a copy of the Deferral Election Form
executed by you to the Company as provided for in the form. An election to defer
receipt of your Shares may not be revoked.

     You are advised to consult with your individual tax advisor with respect to
the tax consequences related to your Award and any elections you may make to
defer the receipt of Shares.



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                       DEFERRAL AND DISTRIBUTION ELECTION

                                   ----------

     AGREEMENT, made this __ day of ________, ____, by and between me, as a
participant in the UTi Worldwide Inc. Amended and Restated 2004 Long-term
Incentive Plan (the "Plan"), and UTi Worldwide Inc. (the "Company"). This
Agreement shall control the distribution of any of the Company's ordinary shares
("Shares") that I become entitled to receive pursuant to my Performance
Enhancement Award having a grant date of ___________ __, ____ (the "Award
Agreement"). We agree that any term that begins herein with initial capital
letters shall have the special meaning defined in the Plan or the Award
Agreement, unless the context clearly requires otherwise.

     *** ELECTION TIMING REQUIREMENT ***. I understand and agree that this
election will be ineffective if it is made after the date that is six months
prior to the end of the Performance Period.

     1. Deferral Election. Pursuant to Section 10(d) of the Award Agreement, I
hereby irrevocably elect to defer the receipt of _____% of the Shares that would
otherwise be issued to me at any time or from time to time pursuant to the Award
Agreement. I recognize and agree that the Company will establish an Account for
me under the Plan, and will credit that account with Deferred Share Units
pursuant to Section 9 of the Plan.

     2. Nature of Distribution. I recognize that distributions from my Account
will be made in the form of (i) one Share for each Deferred Share Unit credited
to my Account, and (ii) with respect to each Share issued to me, a cash payment
equal to any cash dividends (plus simple interest at 5% per annum), and
additional Shares representing any Share dividends, that were declared and paid
to holders of Shares between the Grant Date and the date such Share is issued to
me.

     3. Timing of Distributions. I hereby elect to commence receiving
distributions from my Account on the following date (but not earlier than six
months after my termination of service with the Company if the Administrator
determines that an earlier commencement date would violate Section 409A of the
Code):

          [ ]  as soon as practicable after termination of my Continuous
               Service.

          [ ]  on the January 1st that next follows the date that is ___ years
               after the termination of my Continuous Service with the Company.

          [ ]  on _________ ___, ____ (which is not later than my 70th
               birthday).



          [ ]  the date of a Change in Control of the Company that is a
               permissible distribution event under Section 409A(a)(2)(A)(v) of
               the Code.

     4. Manner of Distribution. I hereby elect to have my Account distributed in
the following manner:

          [ ]  in a single lump sum.

          [ ]  in substantially equal annual installments over a period of ___
               years (not to exceed 10 years from the date that payments
               commence).

     5. Form of Payment to Beneficiary. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--

          [ ]  in a single lump sum to be distributed as soon as
               administratively practicable following my death.

          [ ]  in accordance with the payment schedule selected in paragraphs 3
               and 4 hereof (with payments made as though I survived to collect
               all benefits, and as though I terminated service on the date of
               my death if payments had not already begun).

     6. Designation of Beneficiary. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:

     a. Primary Beneficiary. I hereby designates the person(s) named below to be
my primary beneficiary and to receive the balance of any unpaid portion of my
Account.



      Name of                                                    Percentage of
Primary Beneficiary   Social Security Number   Mailing Address   Death Benefit
- -------------------   ----------------------   ---------------   -------------
                                                        
                                                                       %
                                                                       %


     b. Contingent Beneficiary. In the event that a primary beneficiary or
beneficiaries named above are not living at the time of my, I hereby designate
the following person(s) to be my contingent beneficiary for purposes of the
Plan:



        Name of                                                     Percentage of
Contingent Beneficiary   Social Security Number   Mailing Address   Death Benefit
- ----------------------   ----------------------   ---------------   -------------
                                                           
                                                                          %




                                                           
                                                                          %



     7. Effect of Election. The elections made in paragraphs 1, 2, 3, and 4
hereof shall be IRREVOCABLE. I recognize, however, that I may, by submitting an
effective superseding election, at any time and from time to time prospectively
change the beneficiary designation and the manner of payment to a Beneficiary.
Such elections shall, however, become irrevocable upon my death.

     8. Satisfaction of Award Commitments. The parties recognize and agree that
the Company will have fully honored and discharged its obligations under this
Agreement, the Award Agreement, and the Plan if the Company distributes my
Account in accordance with the provisions hereof.

UTi WORLDWIDE INC.                      PARTICIPANT


By
   ---------------------------------    ----------------------------------------
   A duly authorized officer or
   director

DATE:                                   DATE:
      -------------------------------         ----------------------------------

EX-10.30

                                                                   EXHIBIT 10.30

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                     PERFORMANCE ENHANCEMENT AWARD AGREEMENT

                                   ----------

                                AWARD NO. ______

          You (the "Participant") are hereby awarded Performance Units subject
to the terms and conditions set forth in this Performance Enhancement Award
Agreement (the "Award") and in the UTi Worldwide Inc. Amended and Restated 2004
Long-Term Incentive Plan ("Plan"). A copy of the Plan is attached hereto as
Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as
Exhibit B. This Award is conditioned on your execution of this Award and the
Non-Solicitation Agreement attached hereto as Exhibit C. You should carefully
review these documents, and consult with your personal legal and financial
advisor, in order to assure that you fully understand the terms, conditions, and
financial implications of this Award.

          By executing these documents, you are agreeing to be bound irrevocably
by all of their terms and conditions as if they had been set out verbatim in
this Award. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award will be
made by the by the Board of Directors of UTi Worldwide Inc. ("Board") or any
Committee appointed by the Board to administer the Plan, and shall (unless
arbitrary and capricious) be final, conclusive and binding on all parties,
including you and your successors in interest. Capitalized terms are defined in
the Plan or in this Award.

     1. SPECIFIC TERMS OF YOUR AWARD. Your Award is being granted pursuant to
Article 10(b) of the Plan as a "Performance Compensation Award," and shall have
the following terms; subject, if you are a "covered employee" within the meaning
of Section 162(m) of the Code for a taxable year of the Company in which a
Performance Period ends, to the Committee's interpretation of the Plan and this
Award in any manner that the Committee may deem reasonably necessary or
appropriate in order for this Award to satisfy the requirements for
"performance-based compensation" within the meaning of Section 162(m)(4) of the
Code, and associated tax regulations and rulings:

                                   
Name of Participant                   ______________________________________

Grant Date of Award                   ______________________________________

Maximum Number of Shares Subject to
Performance Units (may not exceed
200,000)                              _____________ ("Maximum Award"), which
                                      equals 120% of the Target Award.

Target Number of Shares Subject to
Performance Units                     ______________ ("Target Award")

Performance Period                    The 3-year period that that ends after the
                                      Grant Date.

Performance Goals for each            To be determined by the Committee in its
                                      discretion for each






Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2

                                   
Performance Period                    Performance Period.

                                      

Requirements for Vesting              Subject to acceleration pursuant to
                                      Section 2 below, as of the last day of the
                                      Performance Period, you shall become
                                      vested, with respect to the Target Number
                                      of Performance Units subject to this
                                      Award, in the following percentage that
                                      corresponds to your achievement of the
                                      specified Performance Goals:

                                      %  Vesting  Performance Range  Performance Level
                                      ----------  -----------------  -----------------
                                           0%      < 80% of target     Below minimum
                                          80%        80% of target     Minimum
                                         100%       100% of target     Target
                                         120%       120% of target     Maximum

                                      In its sole and absolute discretion, the
                                      Committee shall (i) determine the
                                      Performance Level and Performance Range,
                                      and (ii) may adjust your vesting
                                      percentage to take into account
                                      intermediate results between Performance
                                      Levels, provided that your vesting
                                      percentage shall under no event exceed
                                      120%.



     If the Performance Goals for any Performance Period are not satisfied, the
Committee shall have the sole and absolute discretion, to be exercised only in
writing, with respect to all or some of the Shares allocated to that Performance
Period, either (i) to add those Shares to the Shares allocated to one or more
future Performance Periods, or (ii) to determine that the Performance Goals have
been satisfied with respect to such Shares, but only if you are not a "covered
employee" within the meaning of Section 162(m) of the Code for a taxable year of
the Company in which a Performance Period ends.

     2. ACCELERATED VESTING. If your Continuous Service ends due to your death
or because you become Disabled, you will become partially vested in the Shares
subject to this Award, provided that the Committee has determined that
performance is on track to meet the Performance Goals (and will forfeit all
other rights under this Award). The number of Shares in which your interest
vests will be determined by multiplying the total number of Shares subject to
this Award by a fraction having (a) a numerator equal to the number of full
months of your Continuous Service after the Grant Date, and (b) a denominator
equal to 36.

     3. CHANGE IN CORPORATE CONTROL. The provisions of this paragraph shall
supersede any contrary or inconsistent provisions set forth in Section 13 of the
Plan. In the event of a Change in Control that is a permissible distribution
event under Code Section 409A(a)(2)(A)(v) (as certified by the Committee), you
will become partially vested in the Shares subject to this Award, provided that
the Committee has determined that the organization is on track to meet the
Performance Goals. The number of Shares in which your interest vests will be
determined by multiplying the total


                                       2



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3

number of Shares subject to this Award by a fraction having (a) a numerator
equal to the number of full months of your Continuous Service between the Grant
Date and the date of the Change in Control, and (b) a denominator equal to 36.
If the unvested portion of this Award is assumed or substituted by a Successor
Corporation in a Change in Control, and your employment is Involuntarily
Terminated by the Successor Corporation in connection with, or within 12 months
following consummation of, the Change in Control, then you shall not become
fully vested in this Award unless the Committee provides you with written notice
that the Committee has decided, in its sole and absolute discretion, to
accelerate such vesting.

     Notwithstanding the foregoing, if the Committee notifies you in writing
within 25 months after a Change in Control that you have violated the
Non-Solicitation Agreement attached as Exhibit C, the Company shall have the
right to coincidentally redeem any Shares in which your rights vested pursuant
to Section 2 hereof as a result of your retirement. The price payable to redeem
such Shares will be U.S. $1.00 per Share, and the Company shall enclose it with
the written notice referenced in the preceding sentence. By executing this
Agreement, you agree to execute any document that the Company considers
reasonably necessary or proper to consummate this redemption.

     4. SATISFACTION OF VESTING RESTRICTIONS. No Shares will be issued before
you complete the requirements that are necessary for you to vest in the Shares
underlying your Performance Units. As soon as practicable after the date on
which your Award vests in whole or in part, the Company will issue to you or
your duly-authorized transferee, free from vesting restrictions (but subject to
Section 10 below and to such legends as the Company determines to be
appropriate), one Share for each vested Performance Unit. Fractional shares will
not be issued, and cash will be paid in lieu thereof. Notwithstanding the
foregoing, the Company will not issue Share certificates to you unless you have
made arrangements satisfactory to the Committee to satisfy any applicable tax
withholding obligations.

     5. FAILURE OF VESTING RESTRICTIONS. By executing this Award, you
acknowledge and agree that:

     (a)  if your Continuous Service terminates under circumstances that do not
          result in accelerated vesting pursuant to Section 2 above, you will
          irrevocably forfeit any and all rights under this Award, and this
          Award will immediately become null, void, and unenforceable; and

     (b)  if the Committee determines that the Performance Goals for any
          Performance Period have not been fully satisfied, you will irrevocably
          forfeit any and all rights with respect to the Performance Units
          attributable to that Performance Period.

     6. DIVIDENDS. When Shares are issued to you or your duly-authorized
transferee pursuant to the vesting of the Shares underlying your Performance
Units, you or your duly-authorized transferee shall also be entitled to receive,
with respect to each Share issued, an amount equal to any cash dividends (plus
simple interest at a rate of five percent per annum, or such other reasonable
rate as the Committee may determine) and a number of Shares equal to any stock
dividends, which were declared and paid to the holders of Shares between the
Grant Date and the date such Share is issued.


                                       3



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4

     7. VOTING. With respect to the Shares to be issued and held by you pursuant
to this Award, you may not exercise voting rights until you become the record
owner of the Shares.

     8. INVESTMENT PURPOSES. By executing this Award, you represent and warrant
to the Company that any Shares issued to you pursuant to this Award will be for
investment for your own account and not with a view to, for resale in connection
with, or with an intent of participating directly or indirectly in, any
distribution of such Shares within the meaning of the Securities Act of 1933, as
amended.

     9. SECTION 83(B) ELECTION NOTICE. If you provide the Company with prior
written notice of your intention to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares underlying
your Award (a "Section 83(b) election"), the Committee shall treat your
Performance Units as Restricted Stock Units, and accordingly convert your
Maximum Award of Performance Units into Restricted Shares, on a one-for-one
basis, pursuant to the terms of (and in full satisfaction of) this Award. You
agree to provide a copy of such election to the Company within 10 days after
filing that election with the Internal Revenue Service. Exhibit D contains a
suggested form of Section 83(b) election. Any Restricted Shares issued to you
pursuant to this Section 9 shall bear such legends as the Company determines to
be appropriate until all vesting restrictions lapse and replacement certificates
for unrestricted Shares are issued to you pursuant to Section 4 of this Award.

     10. DEFERRAL ELECTION. At any time prior to the date that is six months
before the end of the Performance Period, provided that you have remained a
continuous employee of the Company since the date that the Performance Goals
were established by the Committee, you may irrevocably elect to defer the
receipt of all or a percentage of the Shares that would otherwise be issued to
you on the vesting of this Award. A copy of the form which you may use to make a
deferral election is attached hereto as Exhibit E. Notwithstanding the
foregoing, Shares which have been subject to a Section 83(b) election are not
eligible for deferral.

     11. NOT A CONTRACT OF EMPLOYMENT. By executing this Award, you acknowledge
and agree that (i) any person who is terminated before full vesting of an award,
such as the one granted to you by this Award, could claim that he or she was
terminated to preclude vesting; (ii) you promise never to make such a claim;
(iii) nothing in this Award or the Plan confers on you any right to continue an
employment, service or consulting relationship with the Company, nor shall it
affect in any way your right or the Company's right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.

     12. SEVERABILITY. Subject to one exception, every provision of this Award
and the Plan is intended to be severable, and if any provision of the Plan or
this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to be fully effective.
The only exception is that this Award shall be unenforceable if any provision of
the preceding section is illegal, invalid, or unenforceable.

     13. NOTICES. Any notice or communication required or permitted by any
provision of this Award to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on


                                       4



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 5

its records. Each party may, from time to time, by notice to the other party
hereto, specify a new address for delivery of notices relating to this Award.
Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.

     14. BINDING EFFECT. Every provision of this Award shall be binding on and
inure to the benefit the parties' respective heirs, legatees, legal
representatives, successors, transferees, and assigns.

     15. HEADINGS. Headings shall be ignored in interpreting this Award.

     16. COUNTERPARTS. This Award may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.

     17. PLAN GOVERNS. By signing this Award, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award and
your Award is subject to all interpretations, amendments, rules and regulations
which from time to time may be promulgated and adopted pursuant to the Plan. In
the event of a conflict between the provisions of this Award and those of the
Plan, the provisions of the Plan shall control. In addition, you recognizes and
agrees that all determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board or of the Committee in their sole
and absolute discretion, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including you, your heirs, and representatives.

     18. TAXES. If you are subject to taxation in the United States, by signing
this Award, you acknowledge that you shall be solely responsible for the
satisfaction of any federal, state, or local taxes that may arise with respect
to this Award (including any taxes arising under Sections 409A or 4999 of the
Code), and that neither the Company nor the Administrator shall have any
obligation whatsoever to pay such taxes or to prevent you from occurring them.
The Company shall not have any obligation to pay, mitigate, or protect you from
any such tax liabilities. Nevertheless, if the Company reasonably determines
that your receipt of payments or benefits pursuant to Section 9 of the Plan
would cause you to incur liability for additional tax under Section 409A of the
Code, then the Company may in its discretion suspend such payments or benefits
until the end of the six-month period following termination of your service with
the Company (the "409A Suspension Period"). As soon as reasonably practical
after the end of the 409A Suspension Period, the Company shall make a lump sum
payment to you, in cash, in an amount equal to any payments and benefits that
the Company does not make during the 409A Suspension Period. Thereafter, you
shall receive any remaining payments and benefits due pursuant to Section 9 of
the Plan in accordance with the terms of that Section (as if there had not been
any suspension beforehand).

                            [signature page follows]


                                       5



Performance Enhancement Award
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 6

     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that this Award is being made under
and governed by the terms and conditions of this Award and the Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

     The undersigned Participant hereby accepts the terms of this Award and the
Plan.


                                        By:
                                            ------------------------------------
                                        Name of Participant:
                                                             -------------------


                                       6



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT A

                                  PLAN DOCUMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT B

                                   PROSPECTUS


                                       2


                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT C

                           NON-SOLICITATION AGREEMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT D

                           SECTION 83(B) ELECTION FORM

          Attached is an Internal Revenue Code Section 83(b) Election Form. If
you wish to make a Section 83(b) election, you must do so within 30 days after
the date the Restricted Shares covered by the election were transferred to you.
In order to make the election, you must completely fill out the attached form
and file one copy with the Internal Revenue Service office where you file your
tax return. In addition, one copy of the statement also must be submitted with
your income tax return for the taxable year in which you make this election.
Finally, you also must submit a copy of the election form to the Company within
10 days after filing that election with the Internal Revenue Service. A Section
83(b) election normally cannot be revoked.



                               UTi WORLDWIDE INC.

                                   ----------

         ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
          IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(B)

                                   ----------

     Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.

1.   My General Information:

          Name: _________________________________

          Address: ______________________________

                   ______________________________

          S.S.N.
          or T.I.N.: ____________________________


2.   Description of the property with respect to which I am making this
     election:

          ____________________ ordinary shares of ___________ stock of UTi
          Worldwide Inc. (the "Restricted Shares").

3.   The Restricted Shares were transferred to me on ______________ ___, 20__.
     This election relates to the 20____ calendar taxable year.

4.   The Restricted Shares are subject to the following restrictions:

          The Restricted Shares are forfeitable until they are earned in
          accordance with Sections 1, 4, and 5 of the UTi Worldwide Inc. Amended
          and Restated 2004 Long-Term Incentive Plan ("Plan"), Performance
          Enhancement Award Agreement ("Award") or other Award or Plan
          provisions. The Restricted Shares generally are not transferable until
          my interest becomes vested and nonforfeitable, pursuant to the Award
          and the Plan.

5.   Fair market value:

          The fair market value at the time of transfer (determined without
          regard to any restrictions other then restrictions which by their
          terms never will lapse) of the Restricted Shares with respect to which
          I am making this election is $_____ per share.



6.   Amount paid for Restricted Shares:

          The amount I paid for the Restricted Shares is $____ per share.

7.   Furnishing statement to employer:

          A copy of this statement has been furnished to my employer,
          ______________. If the transferor of the Restricted Shares is not my
          employer, that entity also has been furnished with a copy of this
          statement.

8.   Award or Plan not affected:

          Nothing contained herein shall be held to change any of the terms or
          conditions of the Award or the Plan.

Dated: ____________ __, 20__.


                                        ----------------------------------------
                                        Taxpayer



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT E

                     DEFERRAL AND DISTRIBUTION ELECTION FORM

     Attached is the form you may use if you wish to defer the receipt of all or
a percentage of the Shares that would otherwise be issued to you from the
vesting of your Award. You must submit a copy of the Deferral Election Form
executed by you to the Company as provided for in the form. An election to defer
receipt of your Shares may not be revoked.

     You are advised to consult with your individual tax advisor with respect to
the tax consequences related to your Award and any elections you may make to
defer the receipt of Shares.



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                       DEFERRAL AND DISTRIBUTION ELECTION

                                   ----------

     AGREEMENT, made this __ day of ________, ____, by and between me, as a
participant in the UTi Worldwide Inc. Amended and Restated Amended and Restated
2004 Long-Term Incentive Plan (the "Plan"), and UTi Worldwide Inc. (the
"Company"). This Agreement shall control the distribution of any of the
Company's ordinary shares ("Shares") that I become entitled to receive pursuant
to my Performance Enhancement Award Agreement having a grant date of ___________
__, ____ (the "Award Agreement"). We agree that any term that begins herein with
initial capital letters shall have the special meaning defined in the Plan or
the Award Agreement, unless the context clearly requires otherwise.

     *** ELECTION TIMING REQUIREMENT ***. I understand and agree that this
election will be ineffective if it is made after the date that is six months
prior to the end of the Performance Period.

     1. Deferral Election. Pursuant to Section 10 of the Award Agreement, I
hereby irrevocably elect to defer the receipt of _____% of the Shares that would
otherwise be issued to me at any time or from time to time pursuant to the Award
Agreement. I recognize and agree that the Company will establish an Account for
me under the Plan, and will credit that account with Deferred Share Units
pursuant to Section 9 of the Plan.

     2. Nature of Distribution. I recognize that distributions from my Account
will be made in the form of (i) one Share for each Deferred Share Unit credited
to my Account, and (ii) with respect to each Share issued to me, a cash payment
equal to any cash dividends (plus simple interest at 5% per annum), and
additional Shares representing any Share dividends, that were declared and paid
to holders of Shares between the Grant Date and the date such Share is issued to
me.

     3. Timing and Form of Distributions. I hereby elect to commence receiving
distributions from my Account on the earliest of the events checked in the table
on the following page (but not earlier than six months after my termination of
service with the Company if the Committee determines that an earlier
commencement date would violate Section 409A of the Code):





EVENT              FORM OF DISTRIBUTION                          TIME OF DISTRIBUTION
- -----              --------------------                          --------------------
                                                           
__ Death           [ ]  One lump sum distribution.               [ ]  As soon as practicable.

                   [ ]  Substantially equal annual payments      [ ]  The next January 1st.
                        over a period of ___ years (up to 10).
                                                                 [ ]  Other:____________.

__ Disability      [ ]  One lump sum distribution.               [ ]  As soon as practicable.

                   [ ]  Substantially equal annual payments      [ ]  The next January 1st.
                        over a period of ___ years (up to 10).
                                                                 [ ]  Other:____________.

__ Other           [ ]  One lump sum distribution.               [ ]  As soon as practicable.
Separation
from Service       [ ]  Substantially equal annual payments      [ ]  The next January 1st.
                        over a period of ___ years (up to 10).
                                                                 [ ]  Other:____________.

__ Change in       [ ]  One lump sum distribution.               [ ]  As soon as practicable.
Control that
is a permissible   [ ]  Substantially equal annual payments      [ ]  The next January 1st.
distribution            over a period of ___ years (up to 10).
event under                                                      [ ]  Other:____________.
Section
409A(a)(2)(A)(v)
of the Code

___ Specified      [ ]  One lump sum distribution.               Date: ________  ___, ___.
Date
                   [ ]  Substantially equal annual payments
                        over a period of ___ years (up to 10).


     4. Form of Payment to Beneficiary. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--

          [ ]  in a single lump sum to be distributed as soon as
               administratively practicable following my death.

          [ ]  in accordance with the payment schedule selected in paragraph 3
               hereof (with payments made as though I survived to collect all



               benefits, and as though I terminated service on the date of my
               death if payments had not already begun).

     5. Designation of Beneficiary. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:

     a. Primary Beneficiary. I hereby designates the person(s) named below to be
my primary beneficiary and to receive the balance of any unpaid portion of my
Account.



      Name of                                                    Percentage of
Primary Beneficiary   Social Security Number   Mailing Address   Death Benefit
- -------------------   ----------------------   ---------------   -------------
                                                        
                                                                        %
                                                                        %


     b. Contingent Beneficiary. In the event that a primary beneficiary or
beneficiaries named above are not living at the time of my, I hereby designate
the following person(s) to be my contingent beneficiary for purposes of the
Plan:



        Name of                                                     Percentage of
Contingent Beneficiary   Social Security Number   Mailing Address   Death Benefit
- ----------------------   ----------------------   ---------------   -------------
                                                           
                                                                           %
                                                                           %


     6. Effect of Elections. I understand and acknowledge that the election made
in paragraph 1 hereof shall be irrevocable with respect to compensation subject
to such election and shall continue in full force until either the effective
date of a superseding written election made by me, or until my role as a
director of the Company is terminated, or until the Plan is terminated by
appropriate corporate action, whichever shall occur first. My elections in
paragraphs 4 and 5 shall be revocable until my death, at which time they become
irrevocable

     7. Changing of Elections. I recognize that I may, by submitting an
effective superseding election, file new elections under paragraph 3. Such
superseding election shall be effective on the first day of the 13th month after
I make such election only if (i) I make the election at least 12 months prior to
the date that the Shares would have been distributed (or begun to be
distributed) to me pursuant to my initial election and (ii) the election defers
my receipt of Shares for at least 5 years from the date that the Shares would
have been distributed (or begun to be distributed) to me pursuant to my initial
election.

     8. Satisfaction of Award Commitments. The parties recognize and agree that
the Company will have fully honored and discharged its obligations under this
Agreement,



the Award Agreement, and the Plan if the Company distributes my Account in
accordance with the provisions hereof.

                            [signature page follows]



UTi WORLDWIDE INC.                                     PARTICIPANT


By
   ----------------------------------   ----------------------------------------
   A duly authorized officer or
   director

DATE:                                   DATE:
      -------------------------------         ----------------------------------

EX-10.31

                                                                   EXHIBIT 10.31

                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                            LONG TERM AWARD AGREEMENT

                                   ----------

                                  AWARD NO. ___

          You (the "Participant") are hereby awarded Restricted Share Units
subject to the terms and conditions set forth in this Long Term Award Agreement
("Award") and in the UTi Worldwide Inc. 2004 Long-Term Incentive Plan ("Plan"),
which is attached hereto as Exhibit A. A summary of the Plan appears in its
Prospectus, which is attached as Exhibit B. You should carefully review these
documents, and consult with your personal financial advisor, in order to assure
that you fully understand the terms, conditions, and financial implications of
this Award.

          By executing this Award, you agree to be bound by all of the Plan's
terms and conditions as if they had been set out verbatim in this Award. In
addition, you recognize and agree that all determinations, interpretations, or
other actions respecting the Plan and this Award will be made by the Board of
Directors of UTi Worldwide Inc. ("Board") or any Committee appointed by the
Board to administer the Plan, and shall be final, conclusive and binding on all
parties, including you and your successors in interest. Capitalized terms are
defined in the Plan or in this Award.

     1. SPECIFIC TERMS. This Award of Restricted Share Units shall have, and be
interpreted according to, the following terms, subject to the provisions of the
Plan in all instances:

                                
Name of Participant                _____________________________________________

Number of Restricted Share Units
Subject to Award                   _____________________________________________

Grant Date of Award                _____________________________________________

Service Requirements               Subject to acceleration pursuant to Section 2
for Vesting                        below and to forfeiture pursuant to Section 5
                                   below, your rights under this Award shall
                                   become 100% vested and non-forfeitable five
                                   (5) years after the Grant Date.



     2. ACCELERATED VESTING. If your Continuous Service ends due to your death,
your retirement at or after you have attained the age of ___ and completed at
least ___ full years of Continuous Service, or because you become Disabled, you
will become partially vested in the Shares subject to this Award (and will
forfeit all other rights under this Award). The number of Shares in which your
interest vests will be determined by multiplying the total number of Shares
subject to this Award by a fraction having (a) a numerator equal to the number
of full months of your Continuous Service after the Grant Date, and (b) a
denominator equal to 60.

     3. CHANGE IN CORPORATE CONTROL. In the event of a Change in Control, you
will become partially vested in the Shares subject to this Award to the extent
allowable under Treasury Regulations under Section 409A of the Code. The number
of Shares in which your interest vests



Long Term Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 2

will be determined by multiplying the total number of Shares subject to this
Award by a fraction having (a) a numerator equal to the number of full months of
your Continuous Service between the Grant Date and the date of the Change in
Control, and (b) a denominator equal to 60. In addition, if the unvested portion
of this Award is assumed or substituted by a Successor Corporation in a Change
in Control, and your employment is Involuntarily Terminated by the Successor
Corporation in connection with, or within 12 months following consummation of,
the Change in Control, then the number of remaining Shares in which your
interest vests shall be determined by multiplying the total number of Shares
subject to this Award by a fraction having (a) a numerator equal to the lesser
of 12 and the number of months between the date of such termination and the
fifth anniversary of the Grant Date, and (b) a denominator equal to 60;
provided, however, that the Committee may decide, in its sole and absolute
discretion, to further accelerate such vesting. The provisions of this paragraph
shall supersede any contrary or inconsistent provisions set forth in Section
13(c) of the Plan.

     4. SATISFACTION OF VESTING RESTRICTIONS. No Shares will be issued before
you complete the requirements that are necessary for you to vest in the Shares
underlying your Restricted Share Units. As soon as practicable after the date on
which your Award vests in whole or in part, the Company will issue to you or
your duly-authorized transferee, free from vesting restrictions (but subject to
such legends as the Company determines to be appropriate), one Share for each
vested Restricted Share Unit. Fractional shares will not be issued, and cash
will be paid in lieu thereof. Certificates shall not be delivered to you unless
you have made arrangements satisfactory to the Committee to satisfy
tax-withholding obligations.

     5. FAILURE OF VESTING RESTRICTIONS. By executing this Award, you
acknowledge and agree that if your Continuous Service terminates prior to the
fifth anniversary of the Grant Date under circumstances that do not result in
accelerated vesting pursuant to Sections 2 or 3 above, you will irrevocably
forfeit any and all rights under this Award, and this Award will immediately
become null, void, and unenforceable.

     6. DIVIDENDS. When Shares are issued to you or your duly-authorized
transferee pursuant to the vesting of the Shares underlying your Restricted
Share Units, you or your duly-authorized transferee shall also be entitled to
receive, with respect to each Share issued, an amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum, or such
other reasonable rate as the Committee may determine) and a number of Shares
equal to any stock dividends, which were declared and paid to the holders of
Shares between the Grant Date and the date such Share is issued.

     7. VOTING. With respect to the Shares to be issued pursuant to this Award,
you may not exercise voting rights until you become the record owner of the
Shares.

     8. INVESTMENT PURPOSES. By executing this Award, you represent and warrant
to the Company that any Shares issued to you pursuant to your Award will be for
investment for your own account and not with a view to, for resale in connection
with, or with an intent of participating directly or indirectly in, any
distribution of such Shares within the meaning of the Securities Act of 1933, as
amended.


                                       2



Long Term Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 3

     9. SECTION 83(B) ELECTION NOTICE. If you provide the Company with prior
written notice of your intention to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares underlying
your Restricted Share Units (a "Section 83(b) election"), the Committee shall
convert your Restricted Share Units into Restricted Shares, on a one-for-one
basis, pursuant to the terms of (and in full satisfaction of) this Award. You
agree to provide a copy of such election to the Company within 10 days after
filing that election with the Internal Revenue Service. Exhibit C contains a
suggested form of Section 83(b) election. Any Restricted Shares issued to you
pursuant to this Section 9 shall bear such legends as the Company determines to
be appropriate until all vesting restrictions lapse and replacement certificates
for unrestricted Shares are issued to you pursuant to Section 4 of this Award.

     10. DEFERRAL ELECTION. At any time within the thirty-day period within
which you receive this Award, you may irrevocably elect to defer the receipt of
all or a percentage of the Shares that would otherwise be issued to you on the
vesting of this Award. A copy of the form which you may use to make a deferral
election is attached hereto as Exhibit D. Notwithstanding the foregoing, Shares
which have been subject to a Section 83(b) election are not eligible for
deferral.

     11. NOT A CONTRACT OF EMPLOYMENT. By executing this Award, you acknowledge
and agree that (i) any person who is terminated before full vesting of an award,
such as the one granted to you by this Award, could claim that he or she was
terminated to preclude vesting; (ii) you promise never to make such a claim;
(iii) nothing in this Award or the Plan confers on you any right to continue an
employment, service or consulting relationship with the Company, nor shall it
affect in any way your right or the Company's right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.

     12. SEVERABILITY. Subject to one exception, every provision of this Award
and the Plan is intended to be severable, and if any provision of the Plan or
this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to be fully effective.
The only exception is that this Award shall be unenforceable if any provision of
the preceding Section 11 is illegal, invalid, or unenforceable.

     13. NOTICES. Any notice or communication required or permitted by any
provision of this Award to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award. Any such
notice shall be deemed to be given as of the date such notice is personally
delivered or properly mailed.

     14. BINDING EFFECT. Every provision of this Award shall be binding on and
inure to the benefit the parties' respective heirs, legatees, legal
representatives, successors, transferees, and assigns.

     15. HEADINGS. Headings shall be ignored in interpreting this Award.


                                       3



Long Term Award Agreement
UTi Worldwide Inc.
2004 Long-Term Incentive Plan
Page 4

     16. COUNTERPARTS. This Award may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.

     17. PLAN GOVERNS. By signing this Award, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award and
your Award is subject to all interpretations, amendments, rules and regulations
which from time to time may be promulgated and adopted pursuant to the Plan. In
the event of a conflict between the provisions of this Award and those of the
Plan, the provisions of the Plan shall control. In addition, you recognize and
agree that all determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board or of the Committee in their sole
and absolute discretion, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including you, your heirs, and representatives.

     18. TAXES. If you are subject to taxation in the United States, by signing
this Award, you acknowledge that you shall be solely responsible for the
satisfaction of any taxes that may arise under Sections 409A or 4999 of the
Code, and that neither the Company nor the Administrator shall have any
obligation whatsoever to pay such taxes or to prevent you from occurring them.

     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Share Units are
awarded under and governed by the terms and conditions of this Award and the
Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

          The undersigned Participant hereby accepts the terms of this Award and
the Plan.


                                        By:
                                            ------------------------------------
                                        Name of Participant:
                                                             -------------------


                                       4



                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT A

                                  PLAN DOCUMENT



                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT B

                                   PROSPECTUS

                    


                                       2



                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT C

                           SECTION 83(B) ELECTION FORM

     Attached is an Internal Revenue Code Section 83(b) Election Form. If you
wish to make a Section 83(b) election, you must do so within 30 days after the
date the Restricted Shares covered by the election were transferred to you. In
order to make the election, you must completely fill out the attached form and
file one copy with the Internal Revenue Service office where you file your tax
return. In addition, one copy of the statement also must be submitted with your
income tax return for the taxable year in which you make this election. Finally,
you also must submit a copy of the election form to the Company within 10 days
after filing that election with the Internal Revenue Service. A Section 83(b)
election normally cannot be revoked.



                               UTi WORLDWIDE INC.

                                   ----------

         ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
          IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(B)

                                   ----------

     Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.

1.   My General Information:

               Name: __________________________________________

               Address: _______________________________________

               S.S.N.
               or T.I.N.: _____________________________________

2.   Description of the property with respect to which I am making this
     election:

          ____________________ ordinary shares of ___________ stock of UTi
          Worldwide Inc. (the "Restricted Shares").

3.   The Restricted Shares were transferred to me on ______________ ___, 20__.
     This election relates to the 20____ calendar taxable year.

4.   The Restricted Shares are subject to the following restrictions:

          The Restricted Shares are forfeitable until they are earned in
          accordance with Sections 1, 4, and 5 of the UTi Worldwide Inc. 2004
          Long-Term Incentive Plan ("Plan") Retention Award Agreement ("Award")
          or other Award or Plan provisions. The Restricted Shares generally are
          not transferable until my interest becomes vested and nonforfeitable,
          pursuant to the Award and the Plan.

5.   Fair market value:

          The fair market value at the time of transfer (determined without
          regard to any restrictions other then restrictions which by their
          terms never will lapse) of the Restricted Shares with respect to which
          I am making this election is $_____ per share.



6.   Amount paid for Restricted Shares:

          The amount I paid for the Restricted Shares is $____ per share.

7.   Furnishing statement to employer:

          A copy of this statement has been furnished to my employer,
          ______________. If the transferor of the Restricted Shares is not my
          employer, that entity also has been furnished with a copy of this
          statement.

8.   Award or Plan not affected:

          Nothing contained herein shall be held to change any of the terms or
          conditions of the Award or the Plan.

Dated: ____________ __, 200_.


                                        ----------------------------------------
                                        Taxpayer



                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT D

                     DEFERRAL AND DISTRIBUTION ELECTION FORM

     Attached is the form you may use if you wish to defer the receipt of all or
a percentage of the Shares that would otherwise be issued to you from the
vesting of your Award. You must submit a copy of the Deferral Election Form
executed by you to the Company as provided for in the form. An election to defer
receipt of your Shares may not be revoked.

     You are advised to consult with your individual tax advisor with respect to
the tax consequences related to your Award and any elections you may make to
defer the receipt of Shares.



                               UTi WORLDWIDE INC.
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                       DEFERRAL AND DISTRIBUTION ELECTION

                                   ----------

     AGREEMENT, made this __ day of ________, ____, by and between me, as a
participant in the UTi Worldwide Inc. 2004 Long-term Incentive Plan (the
"Plan"), and UTi Worldwide Inc. (the "Company"). This Agreement shall control
the distribution of any of the Company's ordinary shares ("Shares") that I
become entitled to receive pursuant to my Retention Award Agreement having a
grant date of ___________ __, ____ (the "Award Agreement"). We agree that any
term that begins herein with initial capital letters shall have the special
meaning defined in the Plan or the Award Agreement, unless the context clearly
requires otherwise.

     *** ELECTION TIMING REQUIREMENT ***. I understand and agree that this
election will be ineffective if it is not made within the thirty-day period
within which the Award Agreement was made.

     1. Deferral Election. Pursuant to Section 10 of the Award Agreement, I
hereby irrevocably elect to defer the receipt of _____% of the Shares that would
otherwise be issued to me at any time or from time to time pursuant to the Award
Agreement. I recognize and agree that the Company will establish an Account for
me under the Plan, and will credit that account with Deferred Share Units
pursuant to Section 9 of the Plan.

     2. Nature of Distribution. I recognize that distributions from my Account
will be made in the form of (i) one Share for each Deferred Share Unit credited
to my Account, and (ii) with respect to each Share issued to me, a cash payment
equal to any cash dividends (plus simple interest at 5% per annum), and
additional Shares representing any Share dividends, that were declared and paid
to holders of Shares between the Grant Date and the date such Share is issued to
me.

     3. Timing of Distributions. I hereby elect to commence receiving
distributions from my Account on the following date (but not earlier than six
months after my termination of service with the Company if the Administrator
determines that an earlier commencement date would violate Section 409A of the
Code):

          [ ]  as soon as practicable after termination of my Continuous
               Service.

          [ ]  on the January 1st that next follows the date that is ___ years
               after the termination of my Continuous Service with the Company.

          [ ]  on _________ ___, ____ (which is not later than my 70th
               birthday).



          [ ]  the date of a Change in Control of the Company, to the extent
               allowable under Treasury Regulations under Section 409A of the
               Code.

     4. Manner of Distribution. I hereby elect to have my Account distributed in
the following manner:

          [ ]  in a single lump sum.

          [ ]  in substantially equal annual installments over a period of ___
               years (not to exceed 10 years from the date that payments
               commence).

     5. Form of Payment to Beneficiary. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--

          [ ]  in a single lump sum to be distributed as soon as
               administratively practicable following my death.

          [ ]  in accordance with the payment schedule selected in paragraphs 3
               and 4 hereof (with payments made as though I survived to collect
               all benefits, and as though I terminated service on the date of
               my death if payments had not already begun).

     6. Designation of Beneficiary. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:

     a. Primary Beneficiary. I hereby designates the person(s) named below to be
my primary beneficiary and to receive the balance of any unpaid portion of my
Account.



      Name of         Social Security                     Percentage of
Primary Beneficiary        Number       Mailing Address   Death Benefit
- -------------------   ---------------   ---------------   -------------
                                                 
                                                                %
                                                                %


     b. Contingent Beneficiary. In the event that a primary beneficiary or
beneficiaries named above are not living at the time of my, I hereby designate
the following person(s) to be my contingent beneficiary for purposes of the
Plan:



        Name of          Social Security                     Percentage of
Contingent Beneficiary        Number       Mailing Address   Death Benefit
- ----------------------   ---------------   ---------------   -------------
                                                    
                                                                   %
                                                                   %




     7. Effect of Election. The elections made in paragraphs 1, 2, 3, and 4
hereof shall be irrevocable. I recognize, however, that I may, by submitting an
effective superseding election, at any time and from time to time prospectively
change the beneficiary designation and the manner of payment to a Beneficiary.
Such elections shall, however, become irrevocable upon my death.

     8. Satisfaction of Award Commitments. The parties recognize and agree that
the Company will have fully honored and discharged its obligations under this
Agreement, the Award Agreement, and the Plan if the Company distributes my
Account in accordance with the provisions hereof.

UTi WORLDWIDE INC.                      PARTICIPANT


By
   ----------------------------------   ----------------------------------------
   A duly authorized officer or
   director
DATE:                                   DATE:
      -------------------------------         ----------------------------------

EX-10.32

                                                                   EXHIBIT 10.32

                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                            LONG TERM AWARD AGREEMENT

                                   ----------

                                 AWARD NO. _____

          You (the "Participant") are hereby awarded Restricted Share Units
subject to the terms and conditions set forth in this Long Term Award Agreement
("Award") and in the UTi Worldwide Inc. Amended and Restated 2004 Long-Term
Incentive Plan ("Plan"), which is attached hereto as Exhibit A. A summary of the
Plan appears in its Prospectus, which is attached as Exhibit B. You should
carefully review these documents, and consult with your personal financial
advisor, in order to assure that you fully understand the terms, conditions, and
financial implications of this Award.

          By executing this Award, you agree to be bound by all of the Plan's
terms and conditions as if they had been set out verbatim in this Award. In
addition, you recognize and agree that all determinations, interpretations, or
other actions respecting the Plan and this Award will be made by the Board of
Directors of UTi Worldwide Inc. ("Board") or any Committee appointed by the
Board to administer the Plan, and shall be final, conclusive and binding on all
parties, including you and your successors in interest. Capitalized terms are
defined in the Plan or in this Award.

     1. SPECIFIC TERMS. This Award of Restricted Share Units shall have, and be
interpreted according to, the following terms, subject to the provisions of the
Plan in all instances:

                          
Name of Participant          __________________________________________________

Number of Restricted Share   __________________________________________________
Units Subject to Award

Grant Date of Award          __________________________________________________

Service Requirements         Subject to acceleration pursuant to Section 2 below
for Vesting                  and to forfeiture pursuant to Section 5 below, your
                             rights under this Award shall become 100% vested
                             and non-forfeitable five (5) years after the Grant
                             Date.



     2. ACCELERATED VESTING. If your Continuous Service ends due to your death
or because you become Disabled, you will become partially vested in the Shares
subject to this Award (and will forfeit all other rights under this Award). The
number of Shares in which your interest vests will be determined by multiplying
the total number of Shares subject to this Award by a fraction having (a) a
numerator equal to the number of full months of your Continuous Service after
the Grant Date, and (b) a denominator equal to 60.

     3. CHANGE IN CORPORATE CONTROL. In the event of a Change in Control that is
a permissible distribution event under Section 409A(a)(2)(A)(v) of the Code (as
certified by the



Long Term Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 2

Committee), you will become partially vested in the Shares subject to this
Award. The number of Shares in which your interest vests will be determined by
multiplying the total number of Shares subject to this Award by a fraction
having (a) a numerator equal to the number of full months of your Continuous
Service between the Grant Date and the date of the Change in Control, and (b) a
denominator equal to 60. If the unvested portion of this Award is assumed or
substituted by a Successor Corporation in a Change in Control, and your
employment is Involuntarily Terminated by the Successor Corporation in
connection with, or within 12 months following consummation of, the Change in
Control, then you shall not become fully vested in this Award unless the
Committee provides you with written notice that the Committee has decided, in
its sole and absolute discretion, to accelerate such vesting. The provisions of
this paragraph shall supersede any contrary or inconsistent provisions set forth
in Section 13(c) of the Plan.

     4. SATISFACTION OF VESTING RESTRICTIONS. No Shares will be issued before
you complete the requirements that are necessary for you to vest in the Shares
underlying your Restricted Share Units. As soon as practicable after the date on
which your Award vests in whole or in part, the Company will issue to you or
your duly-authorized transferee, free from vesting restrictions (but subject to
such legends as the Company determines to be appropriate), one Share for each
vested Restricted Share Unit. Fractional shares will not be issued, and cash
will be paid in lieu thereof. Certificates shall not be delivered to you unless
you have made arrangements satisfactory to the Committee to satisfy
tax-withholding obligations.

     5. FAILURE OF VESTING RESTRICTIONS. By executing this Award, you
acknowledge and agree that if your Continuous Service terminates prior to the
date that you satisfy the vesting requirements set forth in Section 1 of this
Award under circumstances that do not result in accelerated vesting pursuant to
Sections 2 or 3 above, you will irrevocably forfeit any and all rights under
this Award, and this Award will immediately become null, void, and
unenforceable.

     6. DIVIDENDS. When Shares are issued to you or your duly-authorized
transferee pursuant to the vesting of the Shares underlying your Restricted
Share Units, you or your duly-authorized transferee shall also be entitled to
receive, with respect to each Share issued, an amount equal to any cash
dividends (plus simple interest at a rate of five percent per annum, or such
other reasonable rate as the Committee may determine) and a number of Shares
equal to any stock dividends, which were declared and paid to the holders of
Shares between the Grant Date and the date such Share is issued.

     7. VOTING. With respect to the Shares to be issued pursuant to this Award,
you may not exercise voting rights until you become the record owner of the
Shares.

     8. INVESTMENT PURPOSES. By executing this Award, you represent and warrant
to the Company that any Shares issued to you pursuant to your Award will be for
investment for your own account and not with a view to, for resale in connection
with, or with an intent of participating directly or indirectly in, any
distribution of such Shares within the meaning of the Securities Act of 1933, as
amended.

     9. SECTION 83(B) ELECTION NOTICE. If you provide the Company with prior
written notice of your intention to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares underlying
your Restricted Share Units (a "Section


                                       2



Long Term Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 3

83(b) election"), the Committee shall convert your Restricted Share Units into
Restricted Shares, on a one-for-one basis, pursuant to the terms of (and in full
satisfaction of) this Award. You agree to provide a copy of such election to the
Company within 10 days after filing that election with the Internal Revenue
Service. Exhibit C contains a suggested form of Section 83(b) election. Any
Restricted Shares issued to you pursuant to this Section 9 shall bear such
legends as the Company determines to be appropriate until all vesting
restrictions lapse and replacement certificates for unrestricted Shares are
issued to you pursuant to Section 4 of this Award.

     10. DEFERRAL ELECTION. At any time within the thirty-day period following
the Grant Date of this Award, you may irrevocably elect to defer the receipt of
all or a percentage of the Shares that would otherwise be issued to you on the
vesting of this Award, provided that any such election is made at least twelve
months in advance of the date on which you first satisfy the vesting
requirements set forth in Section 1 of this Award. A copy of the form which you
may use to make a deferral election is attached hereto as Exhibit D.
Notwithstanding the foregoing, Shares which have been subject to a Section 83(b)
election are not eligible for deferral.

     11. NOT A CONTRACT OF EMPLOYMENT. By executing this Award, you acknowledge
and agree that (i) any person who is terminated before full vesting of an award,
such as the one granted to you by this Award, could claim that he or she was
terminated to preclude vesting; (ii) you promise never to make such a claim;
(iii) nothing in this Award or the Plan confers on you any right to continue an
employment, service or consulting relationship with the Company, nor shall it
affect in any way your right or the Company's right to terminate your
employment, service, or consulting relationship at any time, with or without
Cause; and (iv) the Company would not have granted this Award to you but for
these acknowledgements and agreements.

     12. SEVERABILITY. Subject to one exception, every provision of this Award
and the Plan is intended to be severable, and if any provision of the Plan or
this Award is held by a court of competent jurisdiction to be invalid and
unenforceable, the remaining provisions shall continue to be fully effective.
The only exception is that this Award shall be unenforceable if any provision of
Section 11 is illegal, invalid, or unenforceable.

     13. NOTICES. Any notice or communication required or permitted by any
provision of this Award to be given to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award. Any such
notice shall be deemed to be given as of the date such notice is personally
delivered or properly mailed.

     14. BINDING EFFECT. Every provision of this Award shall be binding on and
inure to the benefit the parties' respective heirs, legatees, legal
representatives, successors, transferees, and assigns.

     15. HEADINGS. Headings shall be ignored in interpreting this Award.

     16. COUNTERPARTS. This Award may be executed by the parties hereto in
separate counterparts, each of which when so executed and delivered shall be an
original, but all such counterparts shall together constitute the same
instrument.


                                       3



Long Term Award Agreement
UTi Worldwide Inc.
Amended and Restated 2004 Long-Term Incentive Plan
Page 4

     17. PLAN GOVERNS. By signing this Award, you acknowledge that you have
received a copy of the Plan and that your Award is subject to all the provisions
contained in the Plan, the provisions of which are made a part of this Award and
your Award is subject to all interpretations, amendments, rules and regulations
which from time to time may be promulgated and adopted pursuant to the Plan. In
the event of a conflict between the provisions of this Award and those of the
Plan, the provisions of the Plan shall control. In addition, you recognize and
agree that all determinations, interpretations or other actions respecting the
Plan may be made by a majority of the Board or of the Committee in their sole
and absolute discretion, and that such determinations, interpretations or other
actions are (unless arbitrary and capricious) final, conclusive and binding upon
all parties, including you, your heirs, and representatives.

     18. TAXES. If you are subject to taxation in the United States, by signing
this Award, you acknowledge that you shall be solely responsible for the
satisfaction of any federal, state, or local taxes that may arise with respect
to this Award (including any taxes arising under Sections 409A or 4999 of the
Code), and that neither the Company nor the Committee shall have any obligation
whatsoever to pay such taxes or to prevent you from occurring them. The Company
shall not have any obligation to pay, mitigate, or protect you from any such tax
liabilities. Nevertheless, if the Company reasonably determines that your
receipt of payments or benefits pursuant to Section 9 of the Plan would cause
you to incur liability for additional tax under Section 409A of the Code, then
the Company may in its discretion suspend such payments or benefits until the
end of the six-month period following termination of your service with the
Company (the "409A Suspension Period"). As soon as reasonably practical after
the end of the 409A Suspension Period, the Company shall make a lump sum payment
to you, in cash, in an amount equal to any payments and benefits that the
Company does not make during the 409A Suspension Period. Thereafter, you shall
receive any remaining payments and benefits due pursuant to Section 9 of the
Plan in accordance with the terms of that Section (as if there had not been any
suspension beforehand).

     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Share Units are
awarded under and governed by the terms and conditions of this Award and the
Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

          The undersigned Participant hereby accepts the terms of this Award and
the Plan.


                                        By:
                                            ------------------------------------
                                        Name of Participant:
                                                             -------------------


                                       4



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT A

                                  PLAN DOCUMENT



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT B

                                   PROSPECTUS


                                       2



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT C

                           SECTION 83(B) ELECTION FORM

          Attached is an Internal Revenue Code Section 83(b) Election Form. If
you wish to make a Section 83(b) election, you must do so within 30 days after
the date the Restricted Shares covered by the election were transferred to you.
In order to make the election, you must completely fill out the attached form
and file one copy with the Internal Revenue Service office where you file your
tax return. In addition, one copy of the statement also must be submitted with
your income tax return for the taxable year in which you make this election.
Finally, you also must submit a copy of the election form to the Company within
10 days after filing that election with the Internal Revenue Service. A Section
83(b) election normally cannot be revoked.



                               UTi WORLDWIDE INC.

                                   ----------

         ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
          IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(B)

                                   ----------

     Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.

1.   My General Information:

          Name: _________________________________

          Address: ______________________________

          S.S.N.
          or T.I.N.: ____________________________

2.   Description of the property with respect to which I am making this
     election:

          ____________________ ordinary shares of ___________ stock of UTi
          Worldwide Inc. (the "Restricted Shares").

3.   The Restricted Shares were transferred to me on ______________ ___, 20__.
     This election relates to the 20____ calendar taxable year.

4.   The Restricted Shares are subject to the following restrictions:

          The Restricted Shares are forfeitable until they are earned in
          accordance with Sections 1, 4, and 5 of the UTi Worldwide Inc. Amended
          and Restated 2004 Long-Term Incentive Plan ("Plan"), Long Term Award
          Agreement ("Award") or other Award or Plan provisions. The Restricted
          Shares generally are not transferable until my interest becomes vested
          and nonforfeitable, pursuant to the Award and the Plan.

5.   Fair market value:

          The fair market value at the time of transfer (determined without
          regard to any restrictions other then restrictions which by their
          terms never will lapse) of the Restricted Shares with respect to which
          I am making this election is $_____ per share.



6.   Amount paid for Restricted Shares:

          The amount I paid for the Restricted Shares is $____ per share.

7.   Furnishing statement to employer:

          A copy of this statement has been furnished to my employer,
          ______________. If the transferor of the Restricted Shares is not my
          employer, that entity also has been furnished with a copy of this
          statement.

8.   Award or Plan not affected:

          Nothing contained herein shall be held to change any of the terms or
          conditions of the Award or the Plan.

Dated: ____________ __, 200_.


                                        ----------------------------------------
                                        Taxpayer



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                    EXHIBIT D

                     DEFERRAL AND DISTRIBUTION ELECTION FORM

     Attached is the form you may use if you wish to defer the receipt of all or
a percentage of the Shares that would otherwise be issued to you from the
vesting of your Award. You must submit a copy of the Deferral Election Form
executed by you to the Company as provided for in the form. An election to defer
receipt of your Shares may not be revoked.

     You are advised to consult with your individual tax advisor with respect to
the tax consequences related to your Award and any elections you may make to
defer the receipt of Shares.



                               UTi WORLDWIDE INC.
                              AMENDED AND RESTATED
                          2004 LONG-TERM INCENTIVE PLAN

                                   ----------

                       DEFERRAL AND DISTRIBUTION ELECTION

                                   ----------

     AGREEMENT, made this __ day of ________, ____, by and between me, as a
participant in the UTi Worldwide Inc. Amended and Restated 2004 Long Term
Incentive Plan (the "Plan"), and UTi Worldwide Inc. (the "Company"). This
Agreement shall control the distribution of any of the Company's ordinary shares
("Shares") that I become entitled to receive pursuant to my Long Term Award
Agreement having a grant date of ___________ __, ____ (the "Award Agreement").
We agree that any term that begins herein with initial capital letters shall
have the special meaning defined in the Plan or the Award Agreement, unless the
context clearly requires otherwise.

     *** ELECTION TIMING REQUIREMENT ***. I understand and agree that this
election will be ineffective if it is not made within the thirty-day period
following the Grant Date of the Award Agreement and when at least twelve months
in advance of the date on which I could first become vested in the Shares
pursuant to Section 1 of the Award Agreement.

     1. Deferral Election. Pursuant to Section 10 of the Award Agreement, I
hereby irrevocably elect to defer the receipt of _____% of the Shares that would
otherwise be issued to me at any time or from time to time pursuant to the Award
Agreement. I recognize and agree that the Company will establish an Account for
me under the Plan, and will credit that account with Deferred Share Units
pursuant to Section 9 of the Plan.

     2. Nature of Distribution. I recognize that distributions from my Account
will be made in the form of (i) one Share for each Deferred Share Unit credited
to my Account, and (ii) with respect to each Share issued to me, a cash payment
equal to any cash dividends (plus simple interest at 5% per annum), and
additional Shares representing any Share dividends, that were declared and paid
to holders of Shares between the Grant Date and the date such Share is issued to
me.

     3. Timing and Form of Distributions. I hereby elect to commence receiving
distributions from my Account on the earliest of the events checked in the table
on the following page (but not earlier than six months after my termination of
service with the Company if the Committee determines that an earlier
commencement date would violate Section 409A of the Code):





EVENT                       FORM OF DISTRIBUTION          TIME OF DISTRIBUTION
- -----                       --------------------          --------------------
                                                 
__ Death               [ ]  One lump sum               [ ]  As soon as
                            distribution.                   practicable.

                       [ ]  Substantially equal        [ ]  The next January
                            annual payments over a          1st.
                            period of ___ years (up
                            to 10).                    [ ]  Other:____________.

__ Disability          [ ]  One lump sum               [ ]  As soon as
                            distribution.                   practicable.

                       [ ]  Substantially equal        [ ]  The next January
                            annual payments over a          1st.
                            period of ___ years (up
                            to 10).                    [ ]  Other:____________.

__ Other Separation    [ ]  One lump sum               [ ]  As soon as
from Service                distribution.                   practicable.

                       [ ]  Substantially equal        [ ]  The next January
                            annual payments over a          1st.
                            period of ___ years (up
                            to 10).                    [ ]  Other:____________.

__ Change in Control   [ ]  One lump sum               [ ]  As soon as
that is a                   distribution.                   practicable.
permissible
distribution event     [ ]  Substantially equal        [ ]  The next January
under Section               annual payments over a          1st.
409A(a)(2)(A)(v) of         period of ___ years (up
the Code                    to 10).                    [ ]  Other:____________.

___ Specified Date     [ ]  One lump sum               Date: ________ ___, ___.
                            distribution.

                       [ ]  Substantially equal
                            annual payments over a
                            period of ___ years (up
                            to 10).


     4. Form of Payment to Beneficiary. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--

          [ ]  in a single lump sum to be distributed as soon as
               administratively practicable following my death.

          [ ]  in accordance with the payment schedule selected in paragraph 3
               hereof (with payments made as though I survived to collect all
               benefits, and as though I terminated service on the date of my
               death if payments had not already begun).



     5. Designation of Beneficiary. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:

     a. Primary Beneficiary. I hereby designates the person(s) named below to be
my primary beneficiary and to receive the balance of any unpaid portion of my
Account.



      Name of                                                    Percentage of
Primary Beneficiary   Social Security Number   Mailing Address   Death Benefit
- -------------------   ----------------------   ---------------   -------------
                                                        
                                                                       %
                                                                       %


     b. Contingent Beneficiary. In the event that a primary beneficiary or
beneficiaries named above are not living at the time of my, I hereby designate
the following person(s) to be my contingent beneficiary for purposes of the
Plan:



        Name of                                                     Percentage of
Contingent Beneficiary   Social Security Number   Mailing Address   Death Benefit
- ----------------------   ----------------------   ---------------   -------------
                                                           
                                                                          %
                                                                          %


     6. Effect of Elections. The elections made in paragraph 1 hereof shall be
IRREVOCABLE, and the elections in paragraphs 4 and 5 shall be revocable until my
death, at which time they become irrevocable.

     7. Changing of Elections. The elections made in paragraph 3 hereof may be
changed by submitting an effective superseding election in accordance with this
paragraph. Such superseding election shall be effective on the first day of the
13th month after I make such election only if (i) I make the election at least
12 months prior to the date that the Shares would have been distributed (or
begun to be distributed) to me pursuant to my initial election and (ii) the
election defers my receipt of Shares for at least 5 years from the date that the
Shares would have been distributed (or begun to be distributed) to me pursuant
to my initial election.

     8. Satisfaction of Award Commitments. The parties recognize and agree that
the Company will have fully honored and discharged its obligations under this
Agreement, the Award Agreement, and the Plan if the Company distributes my
Account in accordance with the provisions hereof.

                            [signature page follows]



UTi WORLDWIDE INC.                      PARTICIPANT


By
   ----------------------------------   ----------------------------------------
   A duly authorized officer or
   director

DATE:                                   DATE:
      -------------------------------         ----------------------------------

EX-10.33

                                                                   EXHIBIT 10.33

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

                                   ----------

                      RESTRICTED SHARE UNIT AWARD AGREEMENT
                         AND SECTION 83(B) ELECTION FORM

                                  AWARD NO. __

                                   ----------

          You (the "Participant") are hereby awarded Restricted Share Units (the
"Award") subject to the terms and conditions set forth in this Restricted Share
Unit Award Agreement ("the Award Agreement") and in the UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan (the
"Plan"). By executing this Award Agreement, you agree to be bound by all of the
Plan's terms and conditions as if they had been set out verbatim in this Award
Agreement. In addition, you recognize and agree that all determinations,
interpretations, or other actions respecting the Plan and this Award Agreement
will be made by the Board of Directors of UTi Worldwide Inc. (the "Board") or a
committee thereof which is delegated by the Board the authority to administer
the Plan, and shall be final, conclusive and binding on all parties, including
you and your successors in interest. All terms herein that begin with initial
capital letters and not herein defined have the same meaning defined in the
Plan, unless the context clearly requires otherwise.

     1. SPECIFIC TERMS. Certain terms of your Award are as follows:

                                
Name of Participant                _____________________________________________

Number of Restricted Share Units
Subject to Award                   _____________________________________________

Grant Date                         ______________ ___, 20___



     2. VESTING. Your Award shall vest and become non-forfeitable on the date
immediately preceding the next Annual Meeting, provided that on such date you
are then serving as an Eligible Director. Notwithstanding the foregoing, in the
event the date of the next Annual Meeting is delayed by more than thirty (30)
days from the first anniversary of the Grant Date stated above, then your Award
shall become vested and non-forfeitable on such thirtieth day. Notwithstanding
the preceding sentences, your Award shall become fully vested and
non-forfeitable upon a Change in Control or upon termination of your membership
on the Board due to death or upon such other circumstances that the Board may
determine in its sole discretion. If your Award does not become vested and
non-forfeitable pursuant to this paragraph 2, then the Award shall be forfeited.

     3. CASH DIVIDENDS. If cash dividends are declared and paid by the Company
on outstanding Shares based on a record date on or after the Grant Date stated
above and prior to such time as your Award becomes fully vested in accordance
with paragraph 2 above, then you shall be



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Restricted Share Unit Award Agreement
Page 2


entitled to receive an amount equal to the per share cash dividend otherwise
paid by the Company on outstanding Shares times the number of Restricted Share
Units subject to this Award. Such amounts shall be paid to you on or about the
same time that cash dividends are paid on outstanding Shares, and shall in no
event be paid later than the end of the calendar year in which such cash
dividends are declared and paid to by the Company, or, if later, the 15th day of
the 3rd month following the date that the cash dividends are declared and paid
by the Company.

     4. SATISFACTION OR FAILURE OF VESTING RESTRICTIONS. As the vesting
restrictions in this Award Agreement are satisfied, the Company shall cause
certificates for the Shares underlying the Restricted Share Units to be issued
and delivered to you, with such legends the Company determines to be
appropriate, unless you have irrevocably elected to defer receipt of such Shares
pursuant to paragraph 6 below. Certificates shall not be delivered to you unless
you have made arrangements satisfactory to the Company to satisfy applicable
tax-withholding obligations.

     5. SECTION 83(B) ELECTION NOTICE. If you provide the Company with prior
written notice of your intention to make an election under Section 83(b) of the
Internal Revenue Code of 1986, as amended, with respect to the Shares underlying
your Restricted Share Units (a "Section 83(b) election"), the Board may in its
discretion convert your Restricted Share Units into Restricted Shares, on a
one-for-one basis, in full satisfaction of your Restricted Share Unit Award. You
agree to provide a copy of such election to the Company within 5 days after
filing that election with the Internal Revenue Service. Exhibit A contains a
suggested form of Section 83(b) election. Any Restricted Shares issued to you
pursuant to this paragraph 5 shall bear such legends as the Company determines
to be appropriate and shall remain in the Company's possession until all vesting
restrictions lapse and certificates are released to you pursuant to paragraph 2
of this Award.

     6. DEFERRAL ELECTION. If this Award constitutes your Initial Award pursuant
to Section 5(c) of the Plan, you may irrevocably elect to defer the receipt of
all or a percentage of the Shares that would otherwise be issued to you as this
Award vests only if you make such election to defer time on or before the Grant
Date. If this Award constitutes an Automatic Award pursuant to Section 5(d) of
the Plan, you may irrevocably elect to defer the receipt of all or a percentage
of the Shares that would otherwise be issued to you as this Award vests only if
you make such election to defer not later than the December 31st of the calendar
year prior to the Grant Date.

     7. SEVERABILITY. Every provision of this Award Agreement is intended to be
severable, and if any provision of this Award is held by a court of competent
jurisdiction to be invalid and unenforceable, the remaining provisions shall
continue to be fully effective.

     8. NOTICES. Any notice or communication required or permitted to be given
by any provision of this Award Agreement to you shall be in writing and shall be
delivered personally or sent by certified mail, return receipt requested,
addressed to you at the last address that the Company had for you on its
records. Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award Agreement.
Any such notice shall be deemed to be given as of the date such notice is
personally delivered or properly mailed.



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Restricted Share Unit Award Agreement
Page 3


     9. BINDING EFFECT. Every provision of this Award Agreement shall be binding
on and inure to the benefit the parties' respective heirs, legatees, legal
representatives, successors, transferees, and permitted assigns. Transferability
and assignability of this Award are limited as provided for in Section 14 of the
Plan.

     10. HEADINGS. Headings shall be ignored in interpreting this Award
Agreement.

     11. COUNTERPARTS. This Award Agreement may be executed by the parties
hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute the
same instrument.

     12. PLAN GOVERNS. By signing this Award Agreement, you acknowledge that you
have received a copy of the Plan and that your Award is subject to all the
provisions contained in the Plan, the provisions of which are made a part of
this Award Agreement and your Award is subject to all interpretations,
amendments, rules and regulations which from time to time may be promulgated and
adopted pursuant to the Plan. In the event of a conflict between the provisions
of this Award Agreement and those of the Plan, the provisions of the Plan shall
control. Nothing in this Award Agreement shall be deemed to create in any way
whatsoever any obligation on the part of the Company to nominate you as a
director or otherwise support your continued service as a director.

     13. TAXES. By signing this Award Agreement, you recognize and agree that
you are solely responsible for the satisfaction of any federal, state, or local
taxes that may arise under this Award (including any taxes arising under
Sections 409A or 4999 of the Code), and that neither the Company nor any of its
employees, officers, directors, or service providers has any right or obligation
to provide you with tax planning advice, or to structure the terms of the Plan
or any payments to you in a manner that mitigates your tax liability. The
Company shall not have any obligation to pay, mitigate, or protect you from any
such tax liabilities. Nevertheless, if the Company reasonably determines that
your receipt of payments or benefits pursuant to Section 7(d) of the Plan would
cause you to incur liability for additional tax under Section 409A of the Code,
then the Company may in its discretion suspend such payments or benefits until
the end of the six-month period following termination of your service with the
Company (the "409A Suspension Period"). As soon as reasonably practical after
the end of the 409A Suspension Period, the Company shall make a lump sum payment
to you, in cash, in an amount equal to any payments and benefits that the
Company does not make during the 409A Suspension Period. Thereafter, you shall
receive any remaining payments and benefits due pursuant to Section 7(d) of the
Plan in accordance with the terms of that Section (as if there had not been any
suspension beforehand).

                            [signature page follows]



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Restricted Share Unit Award Agreement
Page 4


     BY YOUR SIGNATURE BELOW, along with the signature of the Company's
representative, you and the Company agree that the Restricted Share Units are
awarded under and governed by the terms and conditions of this Award Agreement
and the Plan.

                                        UTi WORLDWIDE INC.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

     The undersigned Participant hereby accepts the terms of this Award and the
Plan.


                                        By:
                                            ------------------------------------
                                        Name of Participant:
                                                             -------------------



                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

                                    EXHIBIT A

                           SECTION 83(B) ELECTION FORM

          Attached is an Internal Revenue Code Section 83(b) Election Form. If
you wish to make a Section 83(b) election, you must do so within 30 days after
the date the Restricted Shares covered by the election were transferred to you.
Note that you must file a request with the Company in order to receive
Restricted Shares. The Company has sole discretion to accept or to reject your
request. If you receive Restricted Shares, they will be in full settlement of
your rights under the Restricted Share Unit Award Agreement to which your
request relates.

          In order to make the election, you must completely fill out the
attached form and file one copy with the Internal Revenue Service office where
you file your tax return. In addition, one copy of the statement also must be
submitted with your income tax return for the taxable year in which you make
this election. Finally, you also must submit a copy of the election form to the
Company within 10 days after filing that election with the Internal Revenue
Service. A Section 83(b) election normally cannot be revoked.



                               UTi WORLDWIDE INC.

                                   ----------

         ELECTION TO INCLUDE VALUE OF RESTRICTED SHARES IN GROSS INCOME
          IN YEAR OF TRANSFER UNDER INTERNAL REVENUE CODE SECTION 83(B)

                                   ----------

     Pursuant to Section 83(b) of the Internal Revenue Code, I hereby elect
within 30 days after receiving the property described herein to be taxed
immediately on its value specified in item 5 below.

1.   My General Information:

          Name: ______________________________________

          Address: ___________________________________

                   ___________________________________

          S.S.N.
          or T.I.N.: _________________________________

2.   Description of the property with respect to which I am making this
     election:

          ____________________ shares of ___________ stock of UTi Worldwide Inc.
          (the "Restricted Shares").

3.   The Restricted Shares were transferred to me on ______________ ___, 20__.
     This election relates to the 20____ calendar taxable year.

4.   The Restricted Shares are subject to the following restrictions:

          The Restricted Shares are forfeitable until they are earned in
          accordance with Sections 1 and 3 of the UTi Worldwide Inc. 2004
          Non-Employee Directors Share Incentive Plan ("Plan") Restricted Share
          Unit Award Agreement ("Award") or other Award or Plan provisions. The
          Restricted Shares generally are not transferable until my interest
          becomes vested and nonforfeitable, pursuant to the Award and the Plan.

5.   Fair market value:

          The fair market value at the time of transfer (determined without
          regard to any restrictions other then restrictions which by their
          terms never will lapse) of the Restricted Shares with respect to which
          I am making this election is $_____ per share.



Section 83(b) Election Form
UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Page 2


6.   Amount paid for Restricted Shares:

          The amount I paid for the Restricted Shares is $____ per share.

7.   Furnishing statement to employer:

          A copy of this statement has been furnished to my employer. If the
          transferor of the Restricted Shares is not my employer, that entity
          also has been furnished with a copy of this statement.

8.   Award or Plan not affected:

          Nothing contained herein shall be held to change any of the terms or
          conditions of the Award or the Plan.

Dated: ____________ __, 20__.


                                        ----------------------------------------
                                        Taxpayer

EX-10.34

                                                                   EXHIBIT 10.34

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

                   DEFERRAL AND DISTRIBUTION ELECTION FORM FOR
                  RESTRICTED SHARE UNITS AND RESTRICTED SHARES

                   (FOR USE WITH INITIAL AWARDS AND AUTOMATIC
                    AWARDS PURSUANT TO SECTION 5 OF THE PLAN)

     Attached is the form you may use if you wish to defer the receipt of all or
a percentage of the Shares that would otherwise be issued to you upon the
vesting of any award you receive pursuant to Section 5 of the Amended and
Restated 2004 Non-Employee Directors Share Incentive Plan (the "Plan"). You must
submit a copy of this Deferral and Distribution Election Form executed by you to
the Company as provided for in the form. An election to defer receipt of your
Shares may not be revoked.

     You are advised to consult with your individual tax advisor with respect to
the tax consequences related to an award under the Plan and any elections you
may make to defer the receipt of Shares.




                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

                                   ----------

                   DEFERRAL AND DISTRIBUTION ELECTION FORM FOR
                  RESTRICTED SHARE UNITS AND RESTRICTED SHARES

                   (FOR USE WITH INITIAL AWARDS AND AUTOMATIC
                    AWARDS PURSUANT TO SECTION 5 OF THE PLAN)

                                   ----------

     AGREEMENT, made this __ day of ________, 20__, by and between me, as a
participant in the UTi Worldwide Inc. Amended and Restated 2004 Non-Employee
Directors Share Incentive Plan (the "Plan"), and UTi Worldwide Inc. (the
"Company"). We agree that any term that begins herein with initial capital
letters shall have the special meaning defined in the Plan unless the context
clearly requires otherwise.

     1. DEFERRAL ELECTION. I hereby IRREVOCABLY ELECT to defer the receipt of
_____% of the Shares (the "Deferral Election") that would otherwise be issued to
me at any time and from time to time pursuant to the Restricted Share Unit (or
Restricted Shares) Award Agreements (the "Award Agreements") designated below. I
recognize and agree that the Company will establish an Account for me under the
Plan, and will credit that Account pursuant to Section 7 of the Plan with
Deferred Share Units, on a one-to-one basis with the Restricted Share Units (or
Restricted Shares) awarded to me in the Award Agreements, as my interest in such
units (or shares) vests.

     2. AWARD AGREEMENTS SUBJECT TO THE DEFERRAL ELECTION. This Deferral
Election shall be effective for Award Agreements that I receive (select one or
both of the following as desired):

          [ ]  as an Initial Award pursuant to Section 5(c) of the Plan,
               provided that this Deferral Election is made on or before the
               Grant Date of such Initial Award.

          [ ]  as Automatic Awards pursuant to Section 5(d) of the Plan, the
               Grant Dates of which will occur in calendar years following the
               calendar year in which this Deferral Election is effective.

     3. NATURE OF DISTRIBUTION. I recognize that distributions in respect of my
Account will be made in the form of (a) one Share for each Deferred Share Unit
credited to my Account, and (b) a cash payment with respect to each Share that I
receive pursuant to this paragraph 3, in an amount equal to the cash dividends
(plus interest at a rate of five percent (5%) per annum) declared and paid on
the Company's outstanding Shares between the grant dates of the applicable Award
Agreements and the issuance of the Shares to me. Cash shall also be paid in lieu
of fractional Shares.



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Deferral and Distribution Election Form
Page 2


     4. MANNER OF DISTRIBUTIONS UPON CESSATION OF MY CONTINUOUS SERVICE. I
hereby elect to commence receiving distributions from my Account following the
date that my membership on the board terminates (such date being the cessation
of my "Continuous Service") in the following manner:

          [ ]  three (3) substantially equal installment distributions to be
               made before the last day of each of the three (3) calendar years
               following the cessation of my Continuous Service.

          [ ]  a lump sum distribution of ______ Shares as soon as practicable
               following the cessation of my Continuous Service and, with
               respect to the remaining Shares, in ____ substantially equal
               annual installments (not to exceed 10) on each January 1st
               following such distribution until such Shares are distributed.

     5. MANNER OF DISTRIBUTIONS UPON A CHANGE IN CONTROL. I hereby elect to
commence receiving distributions from my Account in the event of a Change in
Control that is a permissible distribution event under Code Section
409A(a)(2)(A)(v) (as certified by the Board) in the following manner:

          [ ]  a lump sum distribution to be made as soon as administratively
               practicable after the Change in Control.

          [ ]  a lump sum distribution of ______ Shares as soon as practicable
               following the cessation of my Continuous Service, and, with
               respect to the remaining Shares, in ____ substantially equal
               annual installments (not to exceed 10) on each January 1st
               following such distribution until such Shares are distributed.

     6. FORM OF PAYMENT TO BENEFICIARY. In the event of my death before
collecting all of my Account, any remaining portion of my Account shall be
distributed to my beneficiary or beneficiaries named below in the following
manner--

          [ ]  in a single lump sum to be distributed as soon as
               administratively practicable following my death.

          [ ]  in accordance with the payment schedule selected in paragraphs 4
               and 5 hereof (with payments made as though I survived to collect
               all benefits, and as though I terminated service on the date of
               my death if payments had not already begun).



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Deferral and Distribution Election Form
Page 3


     7. DESIGNATION OF BENEFICIARY. In the event of my death before I have
collected all of my Account, I hereby direct that my beneficiaries shall be as
follows:

     (a)  Primary Beneficiary. I hereby designate the person(s) named below to
          be my primary beneficiary and to receive the balance of any unpaid
          portion of my Account.



      Name of                                                    Percentage of
Primary Beneficiary   Social Security Number   Mailing Address   Death Benefit
- -------------------   ----------------------   ---------------   -------------
                                                        
                                                                       %
                                                                       %


     (b)  Contingent Beneficiary. In the event that a primary beneficiary or
          beneficiaries named above are not living at the time of my death, I
          hereby designate the following person(s) to be my contingent
          beneficiary for purposes of the Plan with respect to any Shares not
          previously issued to a primary beneficiary pursuant to paragraph 6(a)
          above:



        Name of                                                     Percentage of
Contingent Beneficiary   Social Security Number   Mailing Address   Death Benefit
- ----------------------   ----------------------   ---------------   -------------
                                                           
                                                                          %
                                                                          %


     8. EFFECT OF ELECTIONS. I understand and acknowledge that the election made
in paragraphs 1 and 2 hereof shall be irrevocable with respect to compensation
subject to such election and shall continue in full force until either the
effective date of a superseding written election made by me, or until my role as
a director of the Company is terminated, or until the Plan is terminated by
appropriate corporate action, whichever shall occur first. My elections in
paragraphs 6 and 7 shall be revocable until my death, at which time they become
irrevocable.

     9. CHANGING OF ELECTIONS. I recognize that I may, by submitting an
effective superseding election, file new elections under paragraphs 4 and 5.
Such superseding election shall be effective on the first day of the thirteenth
(13th) month after I make such election only if (i) I make the election at least
twelve (12) months prior to the date that the Shares would have been distributed
(or begun to be distributed) to me pursuant to my initial election and (ii) the
election defers my receipt of Shares for at least five (5) years from the date
that the Shares would have been distributed (or begun to be distributed) to me
pursuant to my initial election.

     10. CHANGE IN U.S. TAX LAWS. The parties recognize and agree that the
Company will take any actions that it considers reasonably necessary or proper
to assure that any changes in the U.S. federal tax laws will not accelerate the
date of my income taxation to a date before I receive distributions of Shares or
cash pursuant to my elections in this Agreement. If such taxation will occur on
an accelerated basis and I have not executed such documents, if any, that the
Company



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Deferral and Distribution Election Form
Page 4


considers reasonably necessary or proper to avoid immediate taxation, then the
Company shall distribute Shares and cash to me having a value equal to the
income I recognize.

     11. SATISFACTION OF AWARD COMMITMENTS. The parties recognize and agree that
the Company will have fully honored and discharged its obligations under this
Agreement, the Award Agreement, and the Plan if the Company distributes my
Account in accordance with the provisions hereof.

     12. TAXES. By signing this Award, I recognize and agree that I am solely
responsible for the satisfaction of any federal, state, or local taxes that may
arise with respect to the Award Agreements to which this Deferral Election
relates (including any taxes arising under Sections 409A or 4999 of the Code),
and that neither the Company nor any of its employees, officers, directors, or
service providers has any right or obligation to provide me with tax planning
advice, or to structure the terms of the Plan or any payments to me in a manner
that mitigates my tax liability. The Company shall not have any obligation to
pay, mitigate, or protect me from any such tax liabilities. Nevertheless, if the
Company reasonably determines that my receipt of payments or benefits pursuant
to Section 7(d) of the Plan upon cessation of my Continuous Service and my
election in paragraph 4 hereof would cause me to incur liability for additional
tax under Section 409A of the Code, then the Company may in its discretion
suspend such payments or benefits until the end of the six-month period
following termination of my service with the Company (the "409A Suspension
Period"). As soon as reasonably practical after the end of the 409A Suspension
Period, the Company shall make a lump sum payment to me, in cash, in an amount
equal to any payments and benefits that the Company does not make during the
409A Suspension Period. Thereafter, I shall receive any remaining payments and
benefits due pursuant to Section 7(d) of the Plan and my election in paragraphs
4 and 5 hereof in accordance with the terms of such provisions (as if there had
not been any suspension beforehand).

                            [signature page follows]



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Deferral and Distribution Election Form
Page 5


WITNESSED BY:                           PARTICIPANT


- --------------------------------        ----------------------------------------
                                        Name:
                                              ----------------------------------


                                        UTi WORLDWIDE INC.


                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

EX-10.35

                                                                   EXHIBIT 10.35

                               UTi WORLDWIDE INC.

                              AMENDED AND RESTATED
                2004 NON-EMPLOYEE DIRECTORS SHARE INCENTIVE PLAN

                                   ----------

                             COMBINED ELECTIVE GRANT

                                       AND

                           DEFERRAL ELECTION AGREEMENT

                   (FOR USE PURSUANT TO SECTION 6 OF THE PLAN)

                                   ----------

     AGREEMENT, made this __ day of ________, 20__, by and between me, as a
participant in the UTi Worldwide Inc. Amended and Restated 2004 Non-Employee
Directors Share Incentive Plan (the "Plan"), and UTi Worldwide Inc. (the
"Company").

1.   QUARTERLY COMPENSATION

     (a)  I hereby elect to receive ______% of my Quarterly Compensation in
          Shares, as permitted by Section 6 of the Plan.

     (b)  I understand and acknowledge that this election to receive Shares in
          lieu of Quarterly Compensation (a "Share Election") will take effect
          on the first day of the next fiscal quarter after the date of this
          election. This Share Election will supersede any prior Share Election
          that I have made.

     (c)  I understand and acknowledge that any Share Election for which I have
          made an irrevocable Deferral Election (as defined below) with respect
          to the same portion of Quarterly Compensation will be ineffective.

     (d)  I understand and acknowledge that this Share Election will continue in
          full force until either the effective date of a superseding written
          Share Election made by me, or until I am no longer a director of the
          Company, or until the Plan is terminated by appropriate corporate
          action, whichever shall occur first.

2.   DEFERRAL OF QUARTERLY COMPENSATION

     (a)  Deferral Election. I hereby elect to defer the receipt of ______% of
          my Quarterly Compensation that would otherwise be due to me pursuant
          to Sections 6(e) and 7(a) of the Plan. I recognize and agree that the
          Company will establish an Account for me under the Plan, and will
          credit that Account in accordance with Section 7 of the Plan with the
          number of Deferred Share Units obtained when (i) my Quarterly
          Compensation earned during the fiscal quarter subject to this Deferral
          Election is divided by (ii) the Fair Market Value on the last day of
          the fiscal quarter for which compensation has been deferred.



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Combined Elective Grant and Deferral Election Agreement
Page 2

     (b)  Revocability of Elections.

          (i)  Effect of Elections. I understand and acknowledge that the
               election made in paragraph 2(a) hereof (the "Deferral Election")
               shall be irrevocable with respect to compensation subject to this
               Deferral Election, and that it shall continue in full force until
               either the effective date of a superseding written Deferral
               Election made by me, or until my role as a director of the
               Company is terminated, or until the Plan is terminated by
               appropriate corporate action, whichever shall occur first. I
               further understand and acknowledge that the distribution election
               made in paragraphs 2(e) and 2(f) hereof shall be effective
               immediately with respect to compensation subject to this Deferral
               Election and that I may change such distribution election under
               paragraph 2(e) only in accordance with paragraph 2(b)(ii) below.
               My elections in paragraphs 2(g) and 2(h) shall be revocable until
               my death, at which time they become irrevocable.

          (ii) Changing of Elections. I recognize that I may, by submitting an
               effective superseding election, at any time and from time to time
               file new elections under paragraph (2)(e) hereof. I understand
               and acknowledge that a superceding election under paragraph
               (2)(e) shall be effective on the first day of the thirteenth
               (13th) month after I make such superseding election only if:

               (1)  I make such election at least one (1) year before the date
                    that the Shares would have been distributed (or begun to be
                    distributed) to me pursuant to my initial election pursuant
                    to paragraph 2(e) and

               (2)  Such election defers my receipt of Shares for at least five
                    (5) years from the date that the Shares would have been
                    distributed (or begun to be distributed) to me pursuant to
                    my initial election pursuant to paragraph 2(e).

     (c)  Effective Date of Election. I understand and acknowledge that this
          Deferral Election will take effect on the next January 1st after the
          date of this Deferral Election, and will be ineffective with respect
          to any Quarterly Compensation earned after the date of this Deferral
          Election but prior to such date. This Deferral Election will supersede
          any prior Deferral Election made by me. Notwithstanding the foregoing,
          I understand that this Deferral Election will be effective immediately
          for this calendar year only with respect to Quarterly Compensation
          that is earned by me in future fiscal quarters if I have recently
          become an Eligible Director, so long as I sign and deliver this
          Deferral Election to the Company within thirty (30) days after the
          date that I became an Eligible Director.

     (d)  Nature of Distribution. I recognize that distributions in respect of
          my Account will be made (i) in the form of one Share for each Deferred
          Share Unit credited to my


                                       2



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Combined Elective Grant and Deferral Election Agreement
Page 3

          Account by virtue of this Deferral Election, and (ii) a cash payment
          with respect to each Share that I receive pursuant to paragraph
          2(d)(i) hereof in an amount equal to the cash dividends declared and
          paid on the Company's outstanding Shares between the date the Deferred
          Share Unit in respect of such Share was credited to my Account and the
          issuance of the Shares to me. Cash shall also be paid in lieu of
          fractional Shares.

     (e)  Manner of Distributions Upon Cessation of My Continuous Service. I
          hereby elect to commence receiving distributions from my Account
          following the date that my membership on the board terminates (such
          date being the cessation of my "Continuous Service") in the following
          manner:

               [ ]  three (3) substantially equal installment distributions to
                    be made before the last day of each of the three (3)
                    calendar years following the cessation of my Continuous
                    Service.

               [ ]  a lump sum distribution of ______ Shares as soon as
                    practicable following the cessation of my Continuous Service
                    and, with respect to the remaining Shares, in ____
                    substantially equal annual installments (not to exceed ten
                    (10)) on each January 1 following such distribution until
                    such Shares are distributed.

     (f)  Manner of Distributions Upon A Change in Control. I hereby elect to
          commence receiving distributions from my Account in the event of a
          Change in Control that is a permissible distribution event under Code
          Section 409A(a)(2)(A)(v) (as certified by the Board) in the following
          manner:

               [ ]  a lump sum distribution to be made as soon as
                    administratively practicable after the Change in Control.

               [ ]  a lump sum distribution of ______ Shares as soon as
                    practicable following the cessation of my Continuous
                    Service, and, with respect to the remaining Shares, in ____
                    substantially equal annual installments (not to exceed 10)
                    on each January 1st following such distribution until such
                    Shares are distributed.

     (g)  Form of Payment to Beneficiary. In the event of my death before
          collecting all of my Account, any remaining portion of my Account
          shall be distributed to my beneficiary or beneficiaries named below in
          the following manner--

               [ ]  in a single lump sum to be distributed as soon as
                    administratively practicable following my death.

               [ ]  in accordance with the payment schedule selected in
                    paragraphs 2(e) and 2(f) hereof (with payments made as
                    though I survived to collect all benefits, and as though I
                    terminated service on the date of my death if payments had
                    not already begun).


                                       3



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Combined Elective Grant and Deferral Election Agreement
Page 4

     (h)  Designation of Beneficiary. In the event of my death before I have
          collected all of my Account, I hereby direct that my beneficiaries
          shall be as follows:

          (i)  Primary Beneficiary. I hereby designate the person(s) named below
               to be my primary beneficiary and to receive the balance of any
               unpaid portion of my Account.



      Name of         Social Security                     Percentage of
Primary Beneficiary        Number       Mailing Address   Death Benefit
- -------------------   ---------------   ---------------   -------------
                                                 
                                                                %
                                                                %


          (ii) Contingent Beneficiary. In the event that a primary beneficiary
               or beneficiaries named above are not living at the time of my
               death, I hereby designate the following person(s) to be my
               contingent beneficiary for purposes of the Plan with respect to
               any Shares not otherwise previously issued to a primary
               beneficiary pursuant to paragraph 2(i)(i) above.



        Name of          Social Security                     Percentage of
Contingent Beneficiary        Number       Mailing Address   Death Benefit
- ----------------------   ---------------   ---------------   -------------
                                                    
                                                                   %
                                                                   %


3.   SATISFACTION OF COMMITMENTS. The parties recognize and agree that the
     Company will have fully honored and discharged its obligations under this
     Agreement and the Plan if the Company distributes my Account in accordance
     with the provisions hereof.

4.   CHANGE IN U.S. TAX LAWS. The parties recognize and agree that the Company
     will take any actions that it considers reasonably necessary or proper to
     assure that any changes in the U.S. federal tax laws will not accelerate
     the date of my income taxation to a date before I receive distributions of
     Shares or cash pursuant to my elections in this Agreement. If such taxation
     will occur on an accelerated basis and I have not executed such documents,
     if any, that the Company considers reasonably necessary or proper to avoid
     immediate taxation, then the Company shall distribute Shares and cash to me
     having a value equal to the income I recognize.

5.   DEFINED TERMS. The parties agree that any term in this Agreement that
     begins with initial capital letters shall have the special meaning defined
     in the Plan unless the context clearly requires otherwise.

6.   TAXES. By signing this Agreement, I recognize and agree that I am solely
     responsible for the satisfaction of any federal, state, or local taxes that
     may arise under the Plan (including any taxes arising under Sections 409A
     or 4999 of the Code), and that neither the Company nor


                                       4



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Combined Elective Grant and Deferral Election Agreement
Page 5

     any of its employees, officers, directors, or service providers has any
     right or obligation to provide me with tax planning advice, or to structure
     the terms of the Plan or any payments to me in a manner that mitigates my
     tax liability. The Company shall not have any obligation to pay, mitigate,
     or protect me from any such tax liabilities. Nevertheless, if the Company
     reasonably determines that my receipt of payments or benefits pursuant to
     Section 7(d) of the Plan upon cessation of my Continuous Service and my
     election in paragraph 2(e) hereof would cause me to incur liability for
     additional tax under Section 409A of the Code, then the Company may in its
     discretion suspend such payments or benefits until the end of the six-month
     period following termination of my service with the Company (the "409A
     Suspension Period"). As soon as reasonably practical after the end of the
     409A Suspension Period, the Company shall make a lump sum payment to me, in
     cash, in an amount equal to any payments and benefits that the Company does
     not make during the 409A Suspension Period. Thereafter, I shall receive any
     remaining payments and benefits due pursuant to Section 7(d) of the Plan
     and my election in paragraphs 2(e) and 2(f) hereof in accordance with the
     terms of such provisions (as if there had not been any suspension
     beforehand).

                            [signature page follows]


                                       5



UTi Worldwide Inc.
Amended and Restated 2004 Non-Employee Directors Share Incentive Plan
Combined Elective Grant and Deferral Election Agreement
Page 6

WITNESSED BY:                           PARTICIPANT


- -------------------------------------   ----------------------------------------


                                        UTi WORLDWIDE INC.


                                        ----------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       6

EX-12.1

EXHIBIT 12.1

UTi WORLDWIDE INC.
RATIO OF EARNINGS TO FIXED CHARGES

	Year ended January 31,
	2006		2005		2004		2003		2002
Pre-tax income from continuing operations (net of minority interest in net income)	$	127,892	$	95,950	$	59,771	$	43,294	$	28,477
Add fixed charges computed below		36,034		25,849		23,227		16,254		13,542
Consolidated earnings available for Fixed Charges	$	163,926	$	121,799	$	82,998	$	59,548	$	42,019
Consolidated Fixed Charges
Interest expense per financial statements	$	8,814	$	4,586	$	5,840	$	5,127	$	5,312
Portion of rentals (1/3) representing an interest factor		27,220		21,263		17,387		11,127		8,230
Consolidated Fixed Charges	$	36,034	$	25,849	$	23,227	$	16,254	$	13,542
Consolidated Ratio of Earnings to Fixed Charges		4.5x		4.7x		3.6x		3.7x		3.1x

EX-21

EXHIBIT 21

UTi WORLDWIDE INC.
LISTING OF SUBSIDIARIES

Details of the consolidated subsidiaries at January 31, 2006 are as follows:

	Country of incorporation	% share holding
UTi Logistics Argentina SA	Argentina	100
UTi (Aust) Pty Limited	Australia	100
UTi Logistik GmbH	Austria	100
UTi Belgium NV	Belgium	100
UTi Logistics NV	Belgium	100
Maertens Art Packers & Shippers B.V.B.A.	Belgium	100
UTi (Botswana)	Botswana	100
UTi do Brasil Limitada	Brazil	100
Corrib Limited	British Virgin Islands	100
Goddard Company Limited	British Virgin Islands	100
Pyramid Freight (Proprietary) Limited	British Virgin Islands	100
Thomas International Freight Auditors Limited	British Virgin Islands	100
Transnacala Africa Express	British Virgin Islands	100
Transtec Ocean Express Holdings Inc.	British Virgin Islands	100
UTi Africa Services Limited	British Virgin Islands	100
UTi Asia Pacific Limited	British Virgin Islands	100
UTi International Inc.	British Virgin Islands	100
UTi Logistics (Proprietary) Limited	British Virgin Islands	100
UTi Networks Inc.	British Virgin Islands	100
UTi Kazakhstan Investments Limited	British Virgin Islands	100
UTi Pharma Limited (formerly Direct Healthcare Distribution Limited)	British Virgin Islands	100
UTi Burundi S.A.R.L.	Burundi	100
UTi, Canada, Inc.	Canada	100
Commerce Customs Brokers and Freight Forwarders Limited	Canada	100
W.J. Bondy Customs Brokers Limited	Canada	100
CCB Ventures Limited	Canada	100
Commerce International Freight Forwarders Limited	Canada	100
W. Wingate & Johnston Ltd.	Canada	100
Ambassador Brokerage Limited	Canada	60
UTi Canada Holdings Inc.	Canada	100
Unigistix Inc.	Canada	100
UTi Chile S.A.	Chile	100
Air & Sea Union Holdings Ltd.	China	100
UTi (Shanghai) Ltd.	China	100
UTi Logistics (Shanghai) Company Ltd.	China	100
UTi Hatro Hanse Transport Ltd.	China	100
International Liner Agencies (HK) Ltd.	China	100
Transtec Ocean Express Ltd.	China	100
UTi (HK) Ltd (formerly Union-Transport (HK) Ltd)	China	100
UTi (China) Ltd.	China	100
UTi Colcarga Transporte Internacional S.A.	Colombia	51
UTi Colombiana de Carga Internacional S.A.	Colombia	51
UTi Aducol S.A. SIA	Colombia	51
UTi (CZ) s.r.o	Czech Republic	100
Union-Transport Egypt Limited	Egypt	100
UTi Egypt Limited	Egypt	100
UTi France S.A.R.L.	France	100
UTi Logistics France S.A.R.L.	France	100
UTi Deutschland GmbH	Germany	100

1

	Country of incorporation	% share holding
Gerlach Art Packers and Shippers GmbH	Germany	100
Logica GmbH	Germany	100
Logica Services GmbH	Germany	100
UTi Administration Limited	Guernsey	100
UT Worldwide (India) (Pvt) Limited	India	100
IndAir Carriers (Pvt) Ltd.	India	100
PT Union Trans Internusa	Indonesia	65
UTi Ireland Limited	Ireland	100
UTi Eilat Overseas Ltd.	Israel	100
UTi Italy SrL	Italy	100
UTi Japan K.K	Japan	100
UTi Jordan Ltd.	Jordan	100
UTi Kazakhstan LLP	Kazakhstan	100
UTi Korea Co Limited	Korea	100
SIA UTi Logistics Latvia	Latvia	100
S.A.R.L. MT Art Services	Luxembourg	51
UTi Malawi Limited	Malawi	100
UTi Worldwide (M) Sdn Bhd	Malaysia	100
UTi Holdings (Mauritius) Ltd.	Mauritius	100
UTi (Mtius) Limited	Mauritius	100
UTi Logistics Mex. S.A. de CV	Mexico	100
UTi Services SA de CV	Mexico	100
UTi Mozambique, Limitada	Mozambique	100
Pyramid Freight (Propriety) Limited	Namibia	100
African Investments BV	Netherlands	100
Gerlach Art Packers and Shippers BV	Netherlands	100
TOX Holdings BV	Netherlands	100
UTi Nederland BV	Netherlands	100
UTi (Netherlands) Holdings BV	Netherlands	100
UTi Russia B.V	Netherlands	100
Active Airline Representatives BV	Netherlands	100
African Investment Holdings NV	Netherlands Antilles	100
TOX Holdings NV	Netherlands Antilles	100
UTi (N.A.) Holdings NV	Netherlands Antilles	100
UTi (N.A.) NV	Netherlands Antilles	100
UTi New Zealand Limited	New Zealand	100
UTi Pakistan (Private) Limited	Pakistan	80
UTi del Peru S.A.	Peru	100
UTi (Global Logistics) Inc.	Philippines	100
UTi (Poland) Sp. Zo.o.	Poland	100
DHD Polska Sp. Zo.o.	Poland	100
GSLI-Grupo De Servicos Logisticos Integrados LDA	Portugal	100
UTi Logistics Romania S.R.L.	Romania	100
UTi Worldwide (Singapore) Pte Ltd.	Singapore	100
Co-ordinated Investment Holdings (Pty) Ltd.	South Africa	50
Co-ordinated Materials Handling (Pty) Ltd.	South Africa	50
Kite Logistics (Pty) Limited	South Africa	74.9
UTi South Africa (Pty) Limited	South Africa	75
Granat Property Investments (Pty) Limited	South Africa	100
e-Deliveries (Pty) Limited	South Africa	100
Deldevco Properties (Pty) Limited	South Africa	100
Marine Link (Pty) Limited	South Africa	100
Portion 118 Rietfontein (Pty) Ltd.	South Africa	100
Chilltrac (Pty) Limited	South Africa	100
International Healthcare Distributors (Pty.) Limited	South Africa	74.9

2

	Country of incorporation	% share holding
Sisonke Partnership	South Africa	74.9
Sun Exco Investments (Pty) Limited	South Africa	100
Ilanga Freight (Pty) Ltd.	South Africa	100
UTi CMH Sub Assembly (Pty) Ltd.	South Africa	37.5
Servicios Logisticos Integrados SLI, S.A.	Spain	100
Techicos Asesores De Seguros Brokers Correduna De Seguros, S.A.	Spain	100
Union De Servicios Logisticos Integrados, S.A.	Spain	100
UTi Spain, S.L.	Spain	100
ET Logistics, S.L.	Spain	100
Vandeana de Comercio, S.L.	Spain	100
ET Logistics Repair, S.L.	Spain	100
ILEX Consulting, S.L.	Spain	100
Grupo SLI & Union	Spain	100
UTi Pership (Pvt) Limited	Sri Lanka	51
UTi Logistics AB	Sweden	100
UTi (Taiwan) Limited	Taiwan	100
UTi Holdings Co., Limited	Taiwan	100
Perfect Logistics Co., Ltd.	Taiwan	100
Trans Express Enterprise Co., Ltd.	Taiwan	100
McTrans International Inc.	Taiwan	100
Star-Trans Express Ltd.	Taiwan	100
UTi Worldwide Co., Limited	Thailand	100
UTi Tasimacilik Limited	Turkey	100
Transtec International Freight Services Limited	United Kingdom	100
UTi Worldwide (UK) Limited	United Kingdom	100
UTi (UK) Holdings Limited	United Kingdom	100
SLI Tacisa, Inc.	United States of America	100
UTi Integrated Logistics Inc.	United States of America	100
UTi Brokerage, Inc.	United States of America	100
UTi Logistics, Inc.	United States of America	100
UTi, United States, Inc.	United States of America	100
UTi, (U.S.) Holdings, Inc.	United States of America	100
UTi Services Inc.	United States of America	100
Vanguard Cargo Systems Inc.	United States of America	100
Concentrek, Inc.	United States of America	100
UTi Uruguay SA	Uruguay	100
UTi (Zambia) Limited	Zambia	100
Transtec Freight (Zimbabwe) (Pvt) Limited	Zimbabwe	100

Co-ordinated Investment Holdings (Pty) Limited and Co-ordinated Materials Handling (Pty) Ltd. in which the Company holds 50% investments, have been consolidated as the Company has the power to govern the financial and operating policies of these companies. Co-ordinated Materials Handling (Pty) Ltd. consolidates UTi CMH Sub Assembly (Pty) Ltd. in which it holds an investment of 75%. As a result, the Company also consolidates UTi CMH Sub Assembly (Pty) Ltd.

3

EX-23

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-120040 on Form S-3 and Registration Statement Nos. 333-116896, 333-116894, 333-118055, 333-58832, 333-58836, and 333-58840 on Form S-8 of our reports dated April 17, 2006, relating to the financial statements and financial statement schedule of UTi Worldwide Inc. and management’s report on the effectiveness of internal control over financial reporting, appearing in this Annual Report on Form 10-K of UTi Worldwide Inc. for the year ended January 31, 2006.

/s/ Deloitte & Touche LLP
Los Angeles, California
April 17, 2006

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Roger I. MacFarlane, certify that:

1.	I have reviewed this annual report on Form 10-K of UTi Worldwide Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 17, 2006

/s/ Roger I. MacFarlane

Roger I. MacFarlane 

Chief Executive Officer 

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Lawrence R. Samuels, certify that:

1.	I have reviewed this annual report on Form 10-K of UTi Worldwide Inc.;
2.	Based on my knowledge, this 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 report;
3.	Based on my knowledge, the financial statements, and other financial information included in this 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 report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15 (f) and 15d-15(f)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

April 17, 2006

/s/ Lawrence R. Samuels

Lawrence R. Samuels 

Chief Financial Officer 

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of UTi Worldwide Inc. (the Company) for the year ended January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Roger I. MacFarlane, as Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,
2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ Roger I. MacFarlane
Name:	Roger I. MacFarlane
Title:	Chief Executive Officer

Date: April 17, 2006

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of UTi Worldwide Inc. (the Company) for the year ended January 31, 2006 as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Lawrence R. Samuels, as Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that:

1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and,
2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ Lawrence R. Samuels
Name:	Lawrence R. Samuels
Title:	Chief Financial Officer

Date: April 17, 2006