8-K

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):
June 5, 2008

UTi Worldwide Inc.

(Exact name of Registrant as Specified in its Charter)

000-31869
(Commission File Number)

British Virgin Islands	N/A
(State or Other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
9 Columbus Centre, Pelican Drive	c/o UTi, Services, Inc.
Road Town, Tortola	100 Oceangate, Suite 1500
British Virgin Islands	Long Beach, CA 90802 USA

(Addresses of Principal Executive Offices)

562.552.9400
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 99.1

UTi Worldwide Inc.

Current Report on Form 8-K
June 5, 2008

Item 2.02. Results of Operations and Financial Condition

UTi Worldwide Inc., a British Virgin Islands corporation, which we refer to as UTi or the company, issued a news release dated June 5, 2008, which we refer to as the Earnings News Release, announcing its results for the three-month period ended April 30, 2008. The Earnings News Release is attached as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information contained in the Earnings News Release shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit	Description
99.1	Earnings News Release dated June 5, 2008

Safe Harbor Statement

     Certain statements in this news release may be deemed to be 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. The company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Such statements may include, but are not limited to, the expected impact from CLIENTasONE, the company’s long-term strategy, the company’s discussion of its financial goals, as well as the expected impact of the company’s cost reduction program and the future restructuring charges in connection therewith. Many important factors may cause the Company’s actual results to differ materially from those discussed in any such forward-looking statements, including but not limited to economic conditions that are adversely affecting trade volumes; our clients’ demand for our services; the impact of cost reduction measures recently undertaken by the Company and the amount and timing of the expected benefits from such measures, including expected severance costs and dispositions of existing operations in connection therewith; integration risks associated with acquisitions; the ability to retain client and management of acquisition targets; increased competition; the impact of higher fuel costs; the effects of changes in foreign exchange rates; changes in the Company’s effective tax rates; industry consolidation making it more difficult to compete against larger companies; general economic, political and market conditions, including those in Africa, Asia and EMENA which is comprised of Europe, Middle East and North Africa; work stoppages or slowdowns or other material interruptions in transportation services; risks of international operations; risks associated with, and costs and expenses the Company will incur as a result of, the ongoing publicly announced U.S. Department of Justice and other governmental investigations into the pricing practices of the international freight forwarding and cargo transportation industry and other similar or related investigations and lawsuits; the success and effects of new strategies and of the realignment of the Company’s executive management structure; disruptions caused by epidemics, conflicts, wars and terrorism; and the other risks and uncertainties described herein and in our other filings with the Securities and Exchange Commission. Although UTi believes that the assumptions

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underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, we cannot assure you that the results contemplated in forward-looking statements will be realized in the timeframe anticipated or at all. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by UTi or any other person that UTi’s objectives or plans will be achieved. Accordingly, investors are cautioned not to place undue reliance on our forward-looking statements. UTi undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

SIGNATURE

Pursuant to the requirements 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.
Date: June 5, 2008	By:	/s/ Lawrence R. Samuels
		Lawrence R. Samuels
		Executive Vice President - Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings News Release dated June 5, 2008

EX-99.1

Exhibit 99.1

Contact:
Jeff Misakian
Vice President, Investor Relations
(562) 552-9417
jmisakian@go2uti.com

UTi WORLDWIDE REPORTS FISCAL 2009
FIRST QUARTER RESULTS

— Revenue Growth Continues to Outpace the Market —
— Cost Reduction Plan on Target —

     LONG BEACH, Calif., June 5, 2008 – UTi Worldwide Inc. (NASDAQ: UTIW) today reported financial results for its fiscal 2009 first quarter ended April 30, 2008.

Fiscal First Quarter 2009 vs. 2008 Results

§	Revenues increased 26 percent to $1,188.1 million from $944.7 million.
§	Net revenues (revenues minus freight consolidation costs) increased 17 percent to $391.8 million from $336.0 million.
§	Net income was $13.5 million, or $0.13 per diluted share, compared to $18.1 million, or $0.18 per diluted share.

     Excluding after-tax restructuring charges of $4.4 million, adjusted net income in the 2009 fiscal first quarter was $17.9 million, or $0.18 per diluted share. A reconciliation of GAAP to non-GAAP results is provided in the supplemental financial information attached to this release.

     “Revenues continued to outpace the market primarily due to solid organic growth,” said Roger I. MacFarlane, chief executive officer. “Volumes in our freight forwarding operations were strong and we continued to add new logistics business. The skill and dedication of our people, along with the breadth of our service offering, have enabled us to gain market share in a tough economic environment. We expect to continue this trend in fiscal 2009, but a protracted economic downturn could impede our anticipated growth. As expected, all actions under our cost reduction plan were initiated by the end of the first quarter. While we are already seeing some benefits from these actions, the majority of anticipated improvement is still expected in the second half of fiscal 2009.”

     Revenue gains for the fiscal 2009 first quarter were due to organic growth in all geographic regions, as well as contributions from acquisitions made by the company since May 1, 2007, and to a lesser extent, to currency fluctuations. The company’s adjusted net revenues, excluding acquisitions, increased 13 percent in the fiscal 2009 first quarter, compared to the same period last year.

     Operating expenses, excluding freight consolidation costs, in the first quarter of fiscal 2009 totaled $367.9 million. Excluding restructuring charges of $6.0 million, these adjusted operating expenses

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in the fiscal 2009 first quarter were $361.9 million, an increase of 19 percent compared to the same period last year. The increase primarily reflects costs to support the company’s overall growth, as well as costs of $2.5 million incurred by the company as a result of the U.S. Department of Justice’s publicly announced investigation into the pricing practices of the international freight forwarding and cargo transportation industry and other related investigations and lawsuits.

     First quarter fiscal 2009 operating income totaled $23.9 million, which represented 6.1 percent of net revenues. Excluding restructuring charges, adjusted operating income in the first quarter was $30.0 million, or 7.6 percent of net revenues. This compares to operating income in the same period last year of $31.4 million, or 9.3 percent of net revenues.

     As previously announced, the company has undertaken a cost reduction plan to streamline operations and improve operating performance. In total, the plan is expected to reduce annualized expenses by approximately $102 million, and result in associated annualized net revenue reductions of $68 million. The company expects that these anticipated expense and revenue reductions ultimately will result in an increase in its annualized operating income of approximately $34 million and an improvement in its operating margin of approximately 200 basis points with most of these benefits to be realized starting in the second half of fiscal 2009.

Segment Reporting

     The company changed its segment reporting in the fiscal 2009 first quarter to reflect the realignment of its management structure around its core business operations, as announced on February 8, 2008. The company’s reportable business segments are freight forwarding (including customs brokerage), contract logistics and distribution, and corporate. In conjunction with this change, certain costs that were previously recorded in corporate are now recorded in the freight forwarding and contract logistics and distribution segments. Comparative information has been provided for each quarter in fiscal 2008 to reflect this allocation. The company will continue to provide geographic information in supplemental schedules. These changes and reclassifications had no effect on the company’s reported earnings, or earnings per basic and diluted share.

Investor Conference Call

     UTi management will host an investor conference call today, June 5, 2008, at 8:00 a.m. PDT (11:00 a.m. EDT) to review the company’s financials and operations for the fiscal 2009 first quarter. Investment professionals are invited to participate in the live call by dialing 888-505-2282 (domestic) or 706-634-5910 (international) using conference ID 48514002. The call will be open to all interested investors through a live, listen-only audio Internet broadcast at www.go2uti.com and www.earnings.com. For those who are not available to listen to the live broadcast, the call will be archived for one year at both Web sites. A telephonic playback of the conference call also will be

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available from approximately 11:00 a.m. PDT, today, through June 12, 2008, by calling 800-642-1687 (domestic) or 706-645-9291 (international) and using replay passcode 48514002.

About UTi Worldwide

     UTi Worldwide Inc. is an international, non-asset-based supply chain services and solutions company providing air and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management services. The company serves a large and diverse base of global and local companies, including clients operating in industries with unique supply chain requirements such as the pharmaceutical, retail, apparel, chemical, automotive and technology industries. The company seeks to use its global network, proprietary information technology systems, relationships with transportation providers, and expertise in outsourced logistics services to deliver competitive advantage to each of its clients’ supply chains.

Use of Non-GAAP Financial Information

     This press release includes “non-GAAP financial measures” within the meaning of the Securities and Exchange Commission rules. UTi believes that meaningful analysis of its financial performance requires an understanding of the factors underlying that performance and the company’s judgments about the likelihood that particular factors will repeat. Short-term patterns and long-term trends may be obscured by the impact of certain items. For this reason, the company has referred to revenue and net revenue growth adjusted to exclude the impact of acquisitions made since the beginning of the comparative period, as well as operating expenses excluding freight consolidation costs, operating income, net income and diluted earnings per share adjusted to exclude restructuring expenses. This information is among the information the company uses as a basis for evaluating company performance on a comparable basis over time, allocating resources and planning and forecasting of future periods. The company has also provided this information because such adjustments make performance information more comparable to prior disclosures for investors, and may enhance the ability of investors to analyze the company’s performance. This information is not intended to be considered in isolation or as a substitute for the relevant measures calculated in accordance with U.S. GAAP.

Safe Harbor Statement

     Certain statements in this news release may be deemed to be 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. The company intends that all such statements be subject to the “safe-harbor” provisions contained in those sections. Such statements may include, but are not limited to, the company’s discussion of its expected volume trends and financial goals, as well as the expected impact of the company’s cost reduction program. Many important factors may cause the company’s actual results to differ materially from those discussed in any such forward-looking statements, including but not limited to

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economic conditions that are adversely affecting trade volumes; clients’ demand for the company’s services; the impact of cost reduction measures recently undertaken by the company and the timing of the expected benefits from such measures; integration risks associated with acquisitions; the ability to retain client and management of acquisition targets; increased competition; the impact of higher fuel costs; the effects of changes in foreign exchange rates; changes in the company’s effective tax rates; industry consolidation making it more difficult to compete against larger companies; general economic, political and market conditions, including those in Africa, Asia and EMENA; work stoppages or slowdowns or other material interruptions in transportation services; risks of international operations; risks associated with, and costs and expenses the company will incur as a result of, the ongoing publicly announced U.S. Department of Justice and other governmental investigations into the pricing practices of the international freight forwarding and cargo transportation industry and other similar or related investigations and lawsuits; the success and effects of new strategies and of the realignment of the company’s executive management structure; disruptions caused by epidemics, conflicts, wars and terrorism; and the other risks and uncertainties described in the company’s filings with the Securities and Exchange Commission. Although UTi believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, the company cannot assure you that the results contemplated in forward-looking statements will be realized in the timeframe anticipated or at all. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by UTi or any other person that UTi’s objectives or plans will be achieved. Accordingly, investors are cautioned not to place undue reliance on the company’s forward-looking statements. UTi undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

# # #

(Tables Follow)

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UTi Worldwide Inc.
Condensed Consolidated Income Statements
(in thousands, except share and per share amounts)

	Three months ended
	April 30,
	2008			2007
	(Unaudited)			(Unaudited)
Revenues:
Airfreight forwarding	$	449,790		$	318,739
Ocean freight forwarding		293,503			232,290
Customs brokerage		28,243			21,883
Contract logistics		164,803			141,515
Distribution		149,379			144,256
Other		102,429			86,055
Total revenues		1,188,147			944,738
Operating expenses:
Freight consolidation costs:
Airfreight forwarding		361,441			248,495
Ocean freight forwarding		248,665			195,315
Customs brokerage		1,530			725
Contract logistics		20,873			19,774
Distribution		105,357			93,741
Other		58,454			50,647
Staff costs		217,834			184,717
Depreciation and amortization		10,301			9,387
Amortization of intangible assets		3,102			1,985
Restructuring and impairments		6,036			—
Other operating expenses		130,622			108,534
Total operating expenses		1,164,215			913,320
Operating income		23,932			31,418
Interest income		3,191			2,206
Interest expense		(7,735	)		(6,297	)
Other income/(expense)		440			(368	)
Pretax income		19,828			26,959
Provision for income taxes		5,489			7,967
Income before minority interests		14,339			18,992
Minority interests		(797	)		(872	)
Net income	$	13,542		$	18,120
Basic earnings per share	$	0.14		$	0.18
Diluted earnings per share	$	0.13		$	0.18
Number of weighted-average shares outstanding used for per share calculations:
Basic shares		99,180,213			98,659,869
Diluted shares		100,617,409			100,209,000

5

UTi Worldwide Inc.
Condensed Consolidated Balance Sheets
(in thousands)

	April 30,			January 31,
	2008			2008
	(Unaudited)
Assets
Cash and cash equivalents	$	271,170		$	289,141
Trade receivables, net		948,676			865,019
Deferred income tax assets		20,774			18,768
Other current assets		93,045			79,207
Total current assets		1,333,665			1,252,135
Property, plant and equipment, net		158,676			154,123
Goodwill		544,012			537,429
Other intangible assets, net		79,550			80,432
Investments		3,104			2,765
Deferred income tax assets		19,022			17,311
Other non-current assets		31,486			30,481
Total assets	$	2,169,515		$	2,074,676
Liabilities & Shareholders’ Equity
Bank lines of credit	$	135,720		$	113,199
Short-term borrowings		6,423			5,913
Current portion of long-term borrowings		33,333			33,333
Current portion of capital lease obligations		20,358			21,701
Trade payables and other accrued liabilities		866,712			817,058
Income taxes payable		18,407			12,622
Deferred income tax liabilities		4,999			5,030
Total current liabilities		1,085,952			1,008,856
Long-term borrowings		178,672			178,047
Capital lease obligations		27,609			30,612
Deferred income tax liabilities		35,627			38,063
Retirement fund obligations		4,531			4,287
Other non-current liabilities		21,397			19,322
Minority interests		21,611			21,289
Total liabilities		1,375,399			1,300,476
Shareholders’ equity:
Common stock		439,603			435,355
Retained earnings		356,570			349,237
Accumulated other comprehensive loss		(2,057	)		(10,392	)
Total shareholders’ equity		794,116			774,200
Commitments and contingencies
Total liabilities and shareholders’ equity	$	2,169,515		$	2,074,676

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UTi Worldwide Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)

	Three months ended
	April 30,
	2008			2007
	(Unaudited)			(Unaudited)
Operating Activities:
Net income	$	13,542		$	18,120
Adjustments to reconcile net income to net cash used in operations:
Share-based compensation costs, net		2,588			365
Depreciation and amortization		10,301			9,387
Amortization of intangible assets		3,102			1,985
Restructuring and impairments		6,036			—
Deferred income taxes		(5,247	)		(363	)
Tax benefit relating to exercise of stock options		126			42
Excess tax benefits from share-based compensation		(68	)		(24	)
(Gain)/loss on disposal of property, plant and equipment		(198	)		29
Minority interest and other		901			(858	)
Changes in operating assets and liabilities:
Increase in trade receivables		(77,054	)		(44,287	)
Increase in other current assets		(3,259	)		(3,689	)
Increase/(decrease) in trade payables		10,019			(24,096	)
Increase in accrued liabilities and other liabilities		17,285			6,987
Net cash used in operating activities		(21,926	)		(36,402	)
Investing Activities:
Purchases of property, plant and equipment		(11,742	)		(6,143	)
Proceeds from disposal of property, plant and equipment		1,269			425
Decrease/(Increase) in other non-current assets		990			(209	)
Acquisitions and contingent earn-out payments		(421	)		(3,666	)
Other		(332	)		(818	)
Net cash used in investing activities		(10,236	)		(10,411	)
Financing Activities:
Increase/(decrease) in bank lines of credit		18,656			(8,615	)
Increase/(decrease) in short-term borrowings		262			(1,570	)
Repayment of long-term borrowings		(6	)		(26	)
Repayments of capital lease obligations		(7,758	)		(5,487	)
Dividends to minority interests		(509	)		—
Net proceeds from the issuance of ordinary shares		1,660			3,378
Excess tax benefits from share-based compensation		68			24
Dividends paid		—			—
Net cash provided by/(used in) financing activities		12,373			(12,296	)
Effect of foreign exchange rate changes on cash and cash equivalents		1,818			5,349
Net decrease in cash and cash equivalents		(17,971	)		(53,760	)
Cash and cash equivalents at beginning of period		289,141			278,408
Cash and cash equivalents at end of period	$	271,170		$	224,648

7

UTi Worldwide Inc.
Segment Reporting
(in thousands)
(Unaudited)

	Three months ended April 30, 2008
			Contract
	Freight Forwarding		Logistics and Distribution		Corporate			Total
Revenues	$	826,193	$	361,954	$	—		$	1,188,147
Freight consolidation costs		650,524		145,796		—			796,320
Staff costs		99,171		116,252		2,411			217,834
Depreciation and amortization		3,812		6,406		83			10,301
Amortization of intangible assets		845		2,257		—			3,102
Restructuring and impairments		2,382		3,654		—			6,036
Other operating expenses		41,578		84,086		4,958			130,622
Total operating expenses		798,312		358,451		7,452			1,164,215
Operating income/(loss)	$	27,881	$	3,503	$	(7,452	)		23,932
Interest income									3,191
Interest expense									(7,735	)
Other income									440
Pretax income									19,828
Provision for income taxes									5,489
Income before minority Interests									14,339
Minority interests									(797	)
Net income								$	13,542

8

UTi Worldwide Inc.
Segment Reporting
(in thousands)
(Unaudited)

	Three months ended April 30, 2007
			Contract
	Freight Forwarding		Logistics and Distribution		Corporate			Total
Revenues	$	612,088	$	332,650	$	—		$	944,738
Freight consolidation costs		474,516		134,181		—			608,697
Staff costs		77,545		104,018		3,154			184,717
Depreciation and amortization		3,203		6,145		39			9,387
Amortization of intangible assets		—		1,985		—			1,985
Restructuring and impairments		—		—		—			—
Other operating expenses		32,577		73,754		2,203			108,534
Total operating expenses		587,841		320,083		5,396			913,320
Operating income/(loss)	$	24,247	$	12,567	$	(5,396	)		31,418
Interest income									2,206
Interest expense									(6,297	)
Other income									(368	)
Pretax income									26,959
Provision for income taxes									7,967
Income before minority Interests									18,992
Minority interests									(872	)
Net income								$	18,120

9

UTi Worldwide Inc.
Geographic Reporting
(in thousands)
(Unaudited)

	Three months ended April 30, 2008
					Asia
	EMENA		Americas		Pacific		Africa		Corporate			Total
Revenues
Freight Forwarding	$	282,233	$	159,790	$	288,748	$	95,422	$	—		$	826,193
Contract Logistics and Distribution		71,578		209,247		7,652		73,477		—			361,954
Net Revenue
Freight Forwarding		69,626		41,522		41,661		22,860		—			175,669
Contract Logistics and Distribution		42,713		115,422		5,134		52,889		—			216,158
Operating income/(loss)		5,785		5,886		10,283		9,430		(7,452	)		23,932
Restructuring and impairments		1,572		3,737		240		487		—			6,036

	Three months ended April 30, 2007
					Asia
	EMENA		Americas		Pacific		Africa		Corporate			Total
Revenues
Freight Forwarding	$	180,633	$	131,033	$	218,164	$	82,258	$	—		$	612,088
Contract Logistics and Distribution		58,873		199,507		7,143		67,127		—			332,650
Net Revenue
Freight Forwarding		45,691		37,715		35,299		18,867		—			137,572
Contract Logistics and Distribution		30,161		114,615		4,970		48,723		—			198,469
Operating income/(loss)		7,220		12,875		8,524		8,195		(5,396	)		31,418
Restructuring and impairments		—		—		—		—		—			—

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UTi Worldwide Inc.
Revenue Growth Reconciliation
(in thousands)
(Unaudited)

     Set forth below is a reconciliation of our growth, excluding acquisitions, in our revenues and net revenues over the corresponding prior-year period.

				Growth
				excluding
				acquisitions
Revenues:
Three months ended April 30, 2008 (as reported)	$	1,188,147
Less: Acquisitions impact (1)		(26,921	)
Three months ended April 30, 2008 (as adjusted)	$	1,161,226
Three months ended April 30, 2007	$	944,738			23	%

(1) Represents revenues attributable to acquisitions that were completed on or after February 1, 2007.

				Growth
				excluding
				acquisitions
Net Revenues:
Three months ended April 30, 2008 (as reported)	$	391,827
Less: Acquisitions impact (2)		(12,365	)
Three months ended April 30, 2008 (as adjusted)	$	379,462
Three months ended April 30, 2007	$	336,041			13	%

(2) Represents net revenues attributable to acquisitions that were completed on or after February 1, 2007.

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UTi Worldwide Inc.
Supplemental Financial Information – Other Information
(in thousands)
(Unaudited)

	Twelve Months Ended January 31, 2008
	(Unaudited)
	Q1		Q2		Q3		Q4		Total
Freight Forwarding (1)
Revenues	$	612,088	$	694,224	$	812,141	$	809,082	$	2,927,535
Freight consolidation costs		474,516		538,075		645,666		635,603		2,293,860
Staff costs		77,545		81,322		84,656		94,234		337,757
Depreciation and amortization		3,203		3,241		3,506		3,711		13,661
Amortization of intangible assets		—		—		—		863		863
Restructuring and impairments		—		—		—		912		912
Other operating expenses		32,577		37,172		38,776		41,453		149,978
Total operating expenses		587,841		659,810		772,604		776,776		2,797,031
Operating income	$	24,247	$	34,414	$	39,537	$	32,306	$	130,504
Contract Logistics and Distribution (1)
Revenues	$	332,650	$	351,377	$	370,904	$	396,544	$	1,451,475
Freight consolidation costs		134,181		140,678		146,346		167,241		588,446
Staff costs		104,018		111,696		119,197		120,223		455,134
Depreciation and amortization		6,145		6,541		6,481		6,566		25,733
Amortization of intangible assets		1,985		2,053		2,051		2,484		8,573
Restructuring and impairments		—		—		—		5,800		5,800
Other operating expenses		73,754		75,770		82,028		88,102		319,654
Total operating expenses		320,083		336,738		356,103		390,416		1,403,340
Operating income	$	12,567	$	14,639	$	14,801	$	6,128	$	48,135

(1) The company changed its segment reporting in the fiscal 2009 first quarter to reflect the realignment of its management structure around its core business operations, as announced on February 8, 2008. In conjunction with this change, the company has reallocated certain operational related costs that were previously reported in corporate to the freight forwarding and contract logistics and distribution segments.

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UTi Worldwide Inc.
Supplemental Financial Information – Reconciliation to US GAAP
(in thousands, except share and per share amounts)
(Unaudited)

	Three months ended April 30, 2008
							Non
	US GAAP			Adjustment			US GAAP
Revenue	$	1,188,147		$	—		$	1,188,147
Freight consolidation costs		796,320			—			796,320
Staff costs		217,834			—			217,834
Depreciation and amortization		10,301			—			10,301
Amortization of intangible assets		3,102			—			3,102
Restructuring and impairments		6,036			(6,036	)		—
Other operating expenses		130,622			—			130,622
Operating income		23,932			6,036			29,968
Interest expense, net		(4,544	)		—			(4,544	)
Other income		440			—			440
Pretax income		19,828			6,036			25,864
Provision for income taxes		5,489			1,671			7,160
Income before minority interests		14,339			4,365			18,704
Minority interests		(797	)		—			(797	)
Net income	$	13,542		$	4,365		$	17,907
Basic earnings per share	$	0.14		$	0.04		$	0.18
Diluted earnings per share	$	0.13		$	0.04		$	0.18
Number of weighted-average shares outstanding used for per share calculations:
Basic shares		99,180,213			99,180,213			99,180,213
Diluted shares		100,617,409			100,617,409			100,617,409

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