United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2013

Or

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

(Addresses of Principal Executive Offices)

562.552.9400

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

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

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

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

At June 3, 2013, the number of shares outstanding of the issuer’s ordinary shares of no par value was 104,520,936.

UTi Worldwide Inc.

Report on Form 10-Q

For the Quarter Ended April 30, 2013

Table of Contents

PART I.	Financial Information	2
Item 1.	Financial Statements (Unaudited)	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	46
PART II.	Other Information	47
Item 1.	Legal Proceedings	47
Item 1A.	Risk Factors	48
Item 5.	Other Information	48
Item 6.	Exhibits	50
Signatures		51
Exhibit Index		52

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements.

UTi Worldwide Inc.

Consolidated Balance Sheets

As of April 30, 2013 and January 31, 2013

(in thousands, except share amounts)

	April 30, 2013			January 31, 2013
	(Unaudited)
ASSETS
Cash and cash equivalents	$	185,339		$	237,276
Trade receivables (net of allowances for doubtful accounts of $16,045 and $16,011 as of April 30, 2013 and January 31, 2013, respectively)		985,144			898,809
Deferred income taxes		15,905			19,595
Other current assets		153,788			156,385
Total current assets		1,340,176			1,312,065
Property, plant and equipment (net of accumulated deprecation of $225,778 and $220,367 as of April 30, 2013 and January 31, 2013, respectively)		240,014			242,898
Goodwill		312,608			314,269
Other intangible assets, net		148,935			143,366
Investments		972			969
Deferred income taxes		24,507			25,802
Other non-current assets		36,018			34,688
Total assets	$	2,103,230		$	2,074,057
LIABILITIES & EQUITY
Bank lines of credit	$	102,104		$	79,213
Short-term borrowings		1,132			1,129
Current portion of long-term borrowings		2,678			5,663
Current portion of capital lease obligations		11,672			11,377
Trade payables and other accrued liabilities		806,682			786,444
Income taxes payable		9,310			8,470
Deferred income taxes		4,199			2,775
Total current liabilities		937,777			895,071
Long-term borrowings, excluding current portion		203,949			204,434
Capital lease obligations, excluding current portion		70,794			73,538
Deferred income taxes		27,951			29,654
Other non-current liabilities		47,506			47,178
Commitments and contingencies
UTi Worldwide Inc. shareholders’ equity:
Common stock—ordinary shares of no par value; issued and outstanding 104,504,843 and 103,848,134 shares as of April 30, 2013 and January 31, 2013, respectively		505,715			505,237
Retained earnings		384,528			396,946
Accumulated other comprehensive loss		(90,798	)		(92,348	)
Total UTi Worldwide Inc. shareholders’ equity		799,445			809,835
Non-controlling interests		15,808			14,347
Total equity		815,253			824,182
Total liabilities and equity	$	2,103,230		$	2,074,057

See accompanying notes to the consolidated financial statements.

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UTi Worldwide Inc.

Consolidated Statements of Operations

For the three months ended April 30, 2013 and 2012

(in thousands, except share and per share amounts)

	Three months ended April 30,
	2013			2012
	(Unaudited)
Revenues	$	1,080,653		$	1,168,657
Purchased transportation costs		704,918			762,890
Staff costs		220,212			231,188
Depreciation		13,182			11,496
Amortization of intangible assets		2,792			3,242
Severance and other		2,669			1,700
Other operating expenses		132,903			134,601
Operating income		3,977			23,540
Interest income		5,279			3,585
Interest expense		(8,572	)		(6,393	)
Other expense, net		(242	)		(28	)
Pretax income		442			20,704
Provision for income taxes		11,306			6,474
Net (loss)/income		(10,864	)		14,230
Net income attributable to non-controlling interests		1,554			1,344
Net (loss)/income attributable to UTi Worldwide Inc.	$	(12,418	)	$	12,886
Basic (loss)/earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	(0.12	)	$	0.13
Diluted (loss)/earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	(0.12	)	$	0.12
Number of weighted average common shares outstanding used for per share calculations
Basic shares		104,027,228			103,003,684
Diluted shares		104,027,228			103,947,963

See accompanying notes to the consolidated financial statements.

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UTi Worldwide Inc.

Consolidated Statements of Comprehensive Income/(Loss)

For the three months ended April 30, 2013 and 2012

(in thousands)

	Three months ended April 30,
	2013			2012
	(Unaudited)
Net (loss)/income	$	(10,864	)	$	14,230
Other comprehensive income/(loss):
Foreign currency translation		1,401			(761	)
Defined benefit pension plan adjustments		138			450
Other comprehensive income/(loss)		1,539			(311	)
Comprehensive (loss)/income		(9,325	)		13,919
Comprehensive income attributable to non-controlling interests		1,543			1,101
Comprehensive (loss)/income attributable to UTi Worldwide Inc.	$	(10,868	)	$	12,818

See accompanying notes to the consolidated financial statements.

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UTi Worldwide Inc.

Consolidated Statements of Cash Flows

For the three months ended April 30, 2013 and 2012

(in thousands)

	Three months ended April 30,
	2013			2012
	(Unaudited)
OPERATING ACTIVITIES:
Net (loss)/income	$	(10,864	)	$	14,230
Adjustments to reconcile net (loss)/income to net cash used in operating activities:
Share-based compensation costs		3,366			3,569
Depreciation		13,182			11,496
Amortization of intangible assets		2,792			3,242
Amortization of debt issuance costs		172			384
Deferred income taxes		4,474			2,154
Uncertain tax positions		298			206
Excess tax benefits from share-based compensation		—			(256	)
(Gain)/loss on disposal of property, plant and equipment		(370	)		15
Provision for doubtful accounts		1,470			62
Other		1,805			697
Changes in operating assets and liabilities:
Increase in trade receivables		(95,087	)		(6,839	)
Increase in other current assets		(1,225	)		(8,860	)
Increase/(decrease) in trade payables		335			(8,755	)
Increase/(decrease) in accrued liabilities and other liabilities		27,089			(21,593	)
Net cash used in operating activities		(52,563	)		(10,248	)
INVESTING ACTIVITIES:
Purchases of property, plant and equipment, excluding software		(8,543	)		(11,790	)
Proceeds from disposals of property, plant and equipment		969			1,786
Purchases of software and other intangible assets		(6,573	)		(6,524	)
Net increase in other non-current assets		(1,216	)		(661	)
Other		(11	)		108
Net cash used in investing activities		(15,374	)		(17,081	)
FINANCING ACTIVITIES:
Borrowings from bank lines of credit		98,628			65,642
Repayments of bank lines of credit		(98,586	)		(16,743	)
Net borrowings under revolving lines of credit		26,553			3,770
Net decrease in short-term borrowings		(2	)		(18	)
Proceeds from issuances of long-term borrowings		14			556
Repayments of long-term borrowings		(3,501	)		(10,072	)
Debt issuance costs		—			(1,112	)
Repayments of capital lease obligations		(4,355	)		(5,506	)
Distributions to non-controlling interests and other		(82	)		(47	)
Ordinary shares settled under share-based compensation plans		(2,307	)		(2,408	)
Proceeds from issuance of ordinary shares		828			1,449
Excess tax benefits from share-based compensation		—			256
Net cash provided by financing activities		17,190			35,767
Effect of foreign exchange rate changes on cash and cash equivalents		(1,190	)		(765	)
Net (decrease)/increase in cash and cash equivalents		(51,937	)		7,673
Cash and cash equivalents at beginning of period		237,276			321,761
Cash and cash equivalents at end of period	$	185,339		$	329,434

See accompanying notes to the consolidated financial statements.

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UTi Worldwide Inc.

Notes to the Consolidated Financial Statements

For the three months ended April 30, 2013 and 2012 (Unaudited)

NOTE 1. Presentation of Financial Statements

Basis of Presentation. The accompanying unaudited condensed consolidated financial statements of UTi Worldwide Inc. and its subsidiaries (the Company, we, us, or UTi) contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the consolidated balance sheets as of April 30, 2013 and January 31, 2013, and the consolidated statements of operations, comprehensive income/(loss) and cash flows for the three months ended April 30, 2013 and 2012. These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The results of operations for the three months ended April 30, 2013 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending January 31, 2014 or any other future periods. These consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

All amounts in the notes to the consolidated financial statements are presented in thousands except for share and per share data.

Use of Estimates. The preparation of the consolidated financial statements, in accordance with U.S. GAAP, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, certain estimates relating to the Company’s business transformation initiatives, including useful life assumptions and the dates at which certain software applications become ready for their intended use (both of which impact the timing and amount of amortization), revenue recognition, income taxes, share-based compensation assumptions, allowances for doubtful accounts, the initial and recurring valuation of certain assets acquired and liabilities assumed through business combinations (including goodwill, indefinite lived intangible assets, and contingent earn-out payments), and contingent liabilities. Actual results could differ from those estimates.

Income Taxes. Under the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 270, Interim Reporting, and ASC 740, Income Taxes, the Company is required to adjust its effective tax rate for each quarter to be consistent with its estimated annual effective tax rate. Jurisdictions with a projected loss where no tax benefit can be recognized are excluded from the calculation of the estimated annual effective tax rate. Applying the provisions of ASC 270 and ASC 740 can result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings versus annual projections.

The Company records a provision for estimated additional tax and interest and penalties that may result from tax authorities disputing uncertain tax positions taken at the largest amount that is greater than 50% likely of being realized. The Company recognizes accrued interest and penalties related to uncertain tax positions in interest and other expense, respectively. For further information, see Note 12, “Uncertain Tax Positions.”

Provision for income taxes of $11,306 for the three months ended April 30, 2013, includes an out of period adjustment to income tax expense of $5,000 to increase the valuation allowances on certain deferred tax assets. Management has concluded that this correction is immaterial.

Segment Reporting. The Company’s reportable business segments are (i) Freight Forwarding and (ii) Contract Logistics and Distribution. The Freight Forwarding segment includes airfreight forwarding, ocean freight forwarding, customs brokerage and other related services. The Contract Logistics and

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Distribution segment includes all operations providing contract logistics, distribution and other related services. Certain corporate costs, enterprise-led costs, and various holding company expenses within the group structure are presented separately.

Foreign Currency Translation. Included in other expense, net, are net losses of $242 and $28 on foreign exchange for the three months ended April 30, 2013 and 2012, respectively.

Concentration of Credit Risks and Other. The Company maintains its primary cash accounts with established banking institutions around the world. The Company estimates that approximately $168,498 of these deposits were not insured by the Federal Deposit Insurance Corporation (FDIC) or similar entities outside of the United States of America (U.S.) as of April 30, 2013.

Pharma Property Development Agreements. During the fiscal year ended January 31, 2012, the Company entered into various agreements providing for the development of a logistics facility to be used in the Company’s pharmaceutical distribution business in South Africa. In addition to a property development agreement, the Company signed an agreement to purchase the property at the conclusion of the development at the project’s total cost, which includes interest on the financing for the project, subject to certain conditions being met, including among other items, the property having been registerable for transfer and having been ready for beneficial occupation as described under the development agreement. In addition to the other documents for the transaction, the Company also entered into a lease agreement for the property and facility following the conclusion of its development, should the property not be saleable at that time. Due to routine administrative processes, the property is not yet registerable for transfer, and accordingly, the lease agreement is effective until such time as the purchase can be completed. As of April 30, 2013, liabilities outstanding of $62,098, including $1,584 in current portion, are included in capital lease obligations. This liability is intended to be replaced with long-term financing upon the purchase.

Fair Values of Financial Instruments. The estimated fair values of financial instruments have been determined using available market information and other appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Therefore, the estimates are not necessarily indicative of the amounts that could be realized or would be paid in a current market exchange. The effect of using different market assumptions and estimation methodologies may be material to the estimated fair value amounts.

The Company’s principal financial instruments are cash and cash equivalents, trade receivables, bank lines of credit, long-term deposits, short-term borrowings, trade payables and other accrued liabilities, long-term borrowings, forward contracts and other derivative instruments. With the exception of the Company’s senior unsecured guaranteed notes, the carrying values of these financial instruments approximate fair values either because of the short maturities of these instruments or because the interest rates are based upon variable reference rates. As discussed further in Note 11, “Borrowings”, on January 25, 2013, the Company issued $150,000 and $50,000 of senior unsecured guaranteed notes bearing an interest rate of 4.10% and 3.50%, respectively. As of April 30, 2013, the fair values of these notes was $152,360 and $50,689, respectively.

Correction of Amounts Previously Stated. Revenue and purchased transportation costs for the first quarter of fiscal 2013 have been corrected for a classification error occurring in the Company’s China forwarding business. The correction of the error resulted in increased revenues and purchased transportation costs related to the Ocean freight forwarding product segment, of $20,374 for the first quarter of fiscal 2013, from the amounts previously reported by the Company in that quarterly period. Refer to Note 21, Selected Quarterly Financial Data, of the Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2013. This correction did not impact reported operating income, net income, net income per share, or balance sheet information in the consolidated financial statements and was determined to be immaterial.

Recent Accounting Pronouncements

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Adoption of New Accounting Standards. In February 2013, the FASB issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This update requires additional disclosures about the amounts reclassified out of other comprehensive income, including the effect on net income. The accounting guidance in ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012 and provides for prospective application. The Company will be required to make additional disclosures about the effect that reclassification adjustments have on net income, which may include cross-referencing to other disclosures currently required by U.S. GAAP.

Proposed Amendments to Current Accounting Standards. Updates to existing accounting standards and exposure drafts, such as exposure drafts related to revenue recognition, lease accounting, loss contingencies and fair value measurements, that have been issued or proposed by FASB or other standards setting bodies that do not require adoption until a future date are being evaluated by the Company to determine whether adoption will have a material impact on the Company’s consolidated financial statements.

NOTE 2. Acquisitions

The Company did not complete any acquisitions during the three months ended April 30, 2013 and 2012, respectively.

NOTE 3. Earnings per Share

Earnings per share are calculated as follows:

	Three months ended April 30,
	2013			2012
Amounts attributable to UTi Worldwide Inc. common shareholders:
Net (loss)/income	$	(12,418	)	$	12,886
Weighted average number of ordinary shares		104,027,228			103,003,684
Incremental shares required for diluted earnings per share related to stock options/restricted share units		—			944,279
Diluted weighted average number of ordinary shares		104,027,228			103,947,963
Basic (loss)/earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	(0.12	)	$	0.13
Diluted (loss)/earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	(0.12	)	$	0.12
Weighted-average diluted shares excluded from computation		—			2,249,510

Weighted-average diluted shares outstanding exclude shares representing stock awards that have exercise prices in excess of the average market price of the Company’s common stock during the relevant period or do not result in incremental shares when applying the treasury stock method under ASC 260, Earnings Per Share. For the three months ended April 30, 2013, no incremental common shares are included in the computation of diluted (loss)/earnings per common share, as the Company had a net loss.

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NOTE 4. Equity and Accumulated Other Comprehensive Income/(Loss)

UTi Worldwide Inc. Shareholders’ Equity. Certain information regarding changes in equity and non-controlling interests are as follows:

	UTi Worldwide Inc. Shareholders’ Equity
	Common Stock			Retained earnings			Accumulated other comprehensive loss			Non-controlling interests			Total Equity
Balance at February 1, 2013	$	505,237		$	396,946		$	(92,348	)	$	14,347		$	824,182
Net (loss)/income		—			(12,418	)		—			1,554			(10,864	)
Other comprehensive income/(loss)		—			—			1,550			(11	)		1,539
Ordinary shares settled under share-based compensation plans		(2,307	)		—			—			—			(2,307	)
Shared-based compensation costs		4,194			—			—			—			4,194
Non-controlling interests and other		(1,409	)		—			—			(82	)		(1,491	)
Balance at April 30, 2013	$	505,715		$	384,528		$	(90,798	)	$	15,808		$	815,253
Balance at February 1, 2012	$	491,073		$	503,675		$	(55,983	)	$	12,743		$	951,508
Net income		—			12,886			—			1,344			14,230
Other comprehensive loss		—			—			(68	)		(243	)		(311	)
Ordinary shares settled under share-based compensation plans		(2,408	)		—			—			—			(2,408	)
Shared-based compensation costs		5,275			—			—			—			5,275
Non-controlling interests and other		—			—			—			(47	)		(47	)
Balance at April 30, 2012	$	493,940		$	516,561		$	(56,051	)	$	13,797		$	968,247

Accumulated Other Comprehensive Income/(Loss). The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income/(loss) (AOCI) before- and after-tax for the three months ended April 30, 2013 and 2012:

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	Foreign Currency Translation			Defined Benefit Pension Plans			Total
Balance at February 1, 2013	$	(85,319	)	$	(7,029	)	$	(92,348	)
Other comprehensive income before reclassifications, before tax		2,354			—			2,354
Tax-effect		(942	)		—			(942	)
Other comprehensive income before reclassifications, after tax		1,412			—			1,412
Amounts reclassified from AOCI, before tax		—			204			204
Tax-effect		—			(66	)		(66	)
Amounts reclassified from AOCI, after tax reclassifications, after tax		—			138			138
Net current-period other comprehensive income		1,412			138			1,550
Balance at April 30, 2013	$	(83,907	)	$	(6,891	)	$	(90,798	)
Balance at February 1, 2012	$	(50,864	)	$	(5,119	)	$	(55,983	)
Other comprehensive loss before reclassifications, before tax		(863	)		—			(863	)
Tax-effect		345			—			345
Other comprehensive loss before reclassifications, after tax		(518	)		—			(518	)
Amounts reclassified from AOCI, before tax		—			643			643
Tax-effect		—			(193	)		(193	)
Amounts reclassified from AOCI, after tax reclassifications, after tax		—			450			450
Net current-period other comprehensive income		(518	)		450			(68	)
Balance at April 30, 2012	$	(51,382	)	$	(4,669	)	$	(56,051	)

The effects on net (loss)/income of significant amounts reclassified out of each component of AOCI for the three months ended April 30, 2013 and 2012 are summarized as follows:

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		Three months ended April 30,
		2013			2012
Details about AOCI components	Affected line item on the consolidated statements of operations	Amount reclassified from AOCI			Amount reclassified from AOCI
Defined benefit plans:
Amortization of net actuarial gain	Staff costs	$	90		$	676
Amortization of net transition obligation	Staff costs		4			—
Amortization of prior service cost	Staff costs		—			(4	)
Foreign currency translation	Staff costs		110			(29	)
	Pretax income		204			643
	Provision for income taxes		(66	)		(193	)
Total reclassification for the period	Net (loss)/income	$	138		$	450

NOTE 5. Segment Reporting

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

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	Three months ended April 30, 2013
	Freight Forwarding		Contract Logistics and Distribution		Corporate			Total
Revenues	$	719,516	$	361,137	$	—		$	1,080,653
Purchased transportation costs		549,963		154,955		—			704,918
Staff costs		105,068		106,277		8,867			220,212
Depreciation		4,283		7,796		1,103			13,182
Amortization of intangible assets		1,120		1,236		436			2,792
Severance and other		236		992		1,441			2,669
Other operating expenses		46,048		79,572		7,283			132,903
Total operating expenses		706,718		350,828		19,130			1,076,676
Operating income/(loss)	$	12,798	$	10,309	$	(19,130	)		3,977
Interest income									5,279
Interest expense									(8,572	)
Other expense, net									(242	)
Pretax income									442
Provision for income taxes									11,306
Net loss									(10,864	)
Net income attributable to non-controlling interests									1,554
Net loss attributable to UTi Worldwide Inc.								$	(12,418	)
Capital expenditures for property, plant and equipment	$	4,627		3,955		2,861		$	11,443
Capital expenditures for internally developed software	$	—		16		8,335		$	8,351
Segment assets	$	1,227,748		682,495		192,987		$	2,103,230

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	Three months ended April 30, 2012
	Freight Forwarding		Contract Logistics and Distribution		Corporate			Total
Revenues	$	781,922	$	386,735	$	—		$	1,168,657
Purchased transportation costs		605,608		157,282		—			762,890
Staff costs		106,432		115,829		8,927			231,188
Depreciation		4,207		6,753		536			11,496
Amortization of intangible assets		1,054		1,648		540			3,242
Severance and other		667		826		207			1,700
Other operating expenses		46,604		83,743		4,254			134,601
Total operating expenses		764,572		366,081		14,464			1,145,117
Operating income/(loss)	$	17,350	$	20,654	$	(14,464	)		23,540
Interest income									3,585
Interest expense									(6,393	)
Other expense, net									(28	)
Pretax income									20,704
Provision for income taxes									6,474
Net income									14,230
Net income attributable to non-controlling interests									1,344
Net income attributable to UTi Worldwide Inc.								$	12,886
Capital expenditures for property, plant and equipment	$	4,340	$	22,873	$	1,717		$	28,930
Capital expenditures for internally developed software	$	—	$	—	$	9,013		$	9,013
Segment assets	$	1,288,275	$	861,510	$	145,166		$	2,294,951

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For reporting purposes by segment and by geographic region, airfreight and ocean freight forwarding revenues for the movement of goods is attributed to the country where the shipment originates. Revenues for all other services, including contract logistics services, are attributed to the country where the services are performed.

The following table shows the revenues attributable to the Company’s geographic regions, EMENA (which is comprised of Europe, Middle East and North Africa), the Americas, Asia Pacific and Africa (excluding North Africa):

	Three months ended April 30,
	2013						2012
	Freight Forwarding Revenues		Contract Logistics and Distribution Revenues		Total		Freight Forwarding Revenues		Contract Logistics and Distribution Revenues		Total
EMENA	$	212,691	$	54,269	$	266,960	$	244,345	$	62,988	$	307,333
Americas		174,421		194,764		369,185		186,665		196,723		383,388
Asia Pacific		219,519		17,882		237,401		233,238		16,975		250,213
Africa		112,885		94,222		207,107		117,674		110,049		227,723
Total	$	719,516	$	361,137	$	1,080,653	$	781,922	$	386,735	$	1,168,657

Corporate assets have been included in the regions and countries for which those assets reside. The following table shows long-lived assets attributable to the Company’s geographic regions:

	April 30, 2013		January 31, 2013
EMENA	$	53,978	$	52,962
Americas		48,482		49,880
Asia Pacific		38,031		38,589
Africa		99,523		101,467
Total	$	240,014	$	242,898

The following table shows long-lived assets attributable to specific countries:

	April 30, 2013		January 31, 2013
United States	$	42,269	$	43,303
South Africa		97,467		99,148
China		17,846		18,180
Spain		6,805		7,485
All others		75,627		74,782
Total	$	240,014	$	242,898

The following table shows revenues attributable to specific countries:

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	Three months ended April 30,
	2013		2012
United States	$	306,585	$	312,744
South Africa		198,203		220,606
China		88,278		101,116
Germany		43,293		56,404
All others		444,294		477,787
Total	$	1,080,653	$	1,168,657

The following table shows revenues and purchased transportation costs attributable to the Company’s principal services:

	Three months ended April 30,
	2013		2012
Revenues:
Airfreight forwarding	$	323,829	$	381,140
Ocean freight forwarding		303,778		305,081
Customs brokerage		29,818		28,266
Contract logistics		180,682		201,653
Distribution		147,710		148,888
Other		94,836		103,629
Total	$	1,080,653	$	1,168,657
Purchased transportation costs:
Airfreight forwarding	$	250,472	$	301,822
Ocean freight forwarding		256,975		254,879
Customs brokerage		1,342		1,443
Contract logistics		44,458		49,983
Distribution		101,208		97,007
Other		50,463		57,756
Total	$	704,918	$	762,890

NOTE 6. Goodwill and Other Intangible Assets

Goodwill. The changes in the carrying amount of goodwill by reportable segment for the three months ended April 30, 2013 are as follows:

	Freight Forwarding			Contract Logistics and Distribution		Total
Balance at January 31, 2013	$	172,647		$	141,622	$	314,269
Foreign currency translation adjustment		(1,807	)		146		(1,661	)
Balance at April 30, 2013	$	170,840		$	141,768	$	312,608

In accordance with ASC 350, Intangibles – Goodwill and Other, the Company reviews goodwill and other intangible assets for impairment annually at the end of the second quarter of each fiscal year, or more often if events or circumstances indicate that impairment may have occurred. No impairment was recognized during the three months ended April 30, 2013. The Company’s accumulated goodwill

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impairment charge since its adoption of ASC 350 was $193,502 at April 30, 2013 and January 31, 2013, all of which is included in the Company’s Contract Logistics and Distribution segment.

Other Intangible Assets. Amortizable intangible assets at April 30, 2013 and January 31, 2013 relate primarily to software applications internally-developed by the Company for internal use and the estimated fair values of client relationships acquired with respect to certain acquisitions. The carrying values of amortizable intangible assets at April 30, 2013 and January 31, 2013 were as follows:

	Gross carrying value		Accumulated amortization			Net carrying value		Weighted average life (years)
Balance at April 30, 2013
Internally-developed software	$	126,607	$	(7,324	)	$	119,283		6.8
Client relationships		84,520		(56,015	)		28,505		8.8
Non-compete agreements		281		(126	)		155		4.5
Other		3,878		(3,802	)		76		3.7
Total	$	215,286	$	(67,267	)	$	148,019
Balance at January 31, 2013
Internally-developed software	$	118,259	$	(6,775	)	$	111,484		6.7
Client relationships		84,132		(53,431	)		30,701		8.8
Non-compete agreements		285		(111	)		174		4.5
Other		4,007		(3,916	)		91		3.7
Total	$	206,683	$	(64,233	)	$	142,450

Amortization expense totaled $2,792 and $3,242 for the three months ended April 30, 2013 and 2012, respectively. The following table shows the expected amortization expense for these intangible assets for the remainder of fiscal 2014 and each of the next four fiscal years ending January 31:

2014	$	14,665
2015		25,282
2016		23,949
2017		21,802
2018 and after		62,320

The Company had $916 of intangible assets not subject to amortization at April 30, 2013 and January 31, 2013, related primarily to acquired trade names.

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NOTE 7. Supplemental Cash Flow Information

Supplemental cash flow information. The following table shows the supplemental cash flow information and supplemental non-cash investing and financing activities:

	Three months ended April 30,
	2013		2012
Net cash paid for:
Interest	$	7,762	$	11,867
Income taxes		4,979		11,518
Withholding taxes		274		562
Non-cash activities:
Capital lease and other obligations to acquire assets		2,900		2,523
Software purchases		1,300		2,489
Obligations incurred to acquire assets pursuant to the Pharma Property Development Agreements		—		14,033

Limitations on dividends. UTi Worldwide Inc. (UTi Worldwide) is a holding company that relies on dividends, distributions and advances from its subsidiaries to pay dividends on its ordinary shares and meet its financial obligations. The ability of UTi’s subsidiaries to pay such amounts and UTi Worldwide’s ability to pay dividends and distributions to its shareholders is subject to restrictions including, but not limited to, applicable local laws and limitations contained in the Company’s bank credit facilities and long-term borrowings. Additionally, intercompany payments of dividends, distributions and advances can, in certain circumstances, result in adverse tax effects such as the requirement to pay withholding and corporate income taxes and distribution taxes on dividends and distributions, and can also require, in certain situations, that UTi’s subsidiaries make pro-rata payments to the minority interest holders in such entities. Additionally, in general, UTi’s subsidiaries cannot pay dividends in excess of their retained earnings. Such laws, restrictions, and effects could limit or impede intercompany dividends and distributions, or the making of intercompany advances.

Exchange control laws and regulations. Some of the Company’s 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 UTi Worldwide. Total net assets which may not be transferred to UTi Worldwide in the form of loans, advances, or cash dividends by the Company’s subsidiaries without the consent of a third party were less than 10% of the Company’s consolidated total net assets as of the end of the most recent fiscal year.

NOTE 8. Contingencies

In connection with ASC 450, Contingencies, the Company has not accrued for material loss contingencies relating to the investigations and legal proceedings disclosed below because the Company believes that, although unfavorable outcomes in the investigations or proceedings may be reasonably possible, they are not considered by the Company’s management to be probable and reasonably estimable.

From time to time, claims are made against the Company or the Company may make claims against others, including in the ordinary course of the Company’s business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting the Company from engaging in certain activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on the Company’s consolidated results of operations for that period or future periods. As of the date of these consolidated financial statements, the Company is not a party to any material litigation, except as described below.

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Industry-Wide Anti-Trust Investigations. On March 28, 2012, the Company was notified by the European Commission (EC) that it had adopted a decision against the Company and two of its subsidiaries relating to alleged anti-competitive behavior in the market for freight forwarding services in the European Union/European Economic Area. The decision of the EC imposes a fine of euro 3,068 (or approximately $4,010 at April 30, 2013) against the Company. The Company believes that neither the Company nor its subsidiaries violated European competition rules. In June 2012, the Company lodged an appeal against the decision and the amount of the fine before the European Union’s General Court.

In May 2009, the Company learned that the Brazilian Ministry of Justice was investigating possible alleged cartel activity in the international air and ocean freight forwarding market. On August 6, 2010, the Company received notice of an administrative proceeding from the Brazilian Ministry of Justice. The administrative proceeding initiates a proceeding against the Company, its Brazilian subsidiary and two of its employees, among many other forwarders and their employees, alleging possible anti-competitive behavior contrary to Brazilian rules on competition. The Company intends to respond to this proceeding within 30 days after the last defendant in this global proceeding has been notified, which has not yet occurred.

In May 2012, the Competition Commission of Singapore informed the Company that it was contemplating an administrative investigation into possible alleged cartel activity in the international freight forwarding market. In January 2013, the Company provided information and documents related to the air Automated Manifest System fee in response to a notice the Company received in November 2012 from the Competition Commission of Singapore requesting the information and indicating that the commission suspected that the Company engaged in alleged anti-competitive behavior relating to freight forwarding services to and from Singapore.

From time to time the Company may receive additional requests for information, documents and interviews from various governmental agencies with respect to these investigations, and the Company has provided, and may continue to provide in the future, further responses as a result of such requests.

The Company (along with numerous other global logistics providers) was named as a defendant in a federal antitrust class action lawsuit filed on January 3, 2008 in the U.S. District Court of the Eastern District of New York (Precision Associates, Inc., et. al. v. Panalpina World Transport (Holding) Ltd., et. al.). This lawsuit alleges that the defendants engaged in various forms of anti-competitive practices and seeks an unspecified amount of treble monetary damages and injunctive relief under U.S. antitrust laws. On December 5, 2012, the Company entered into a settlement agreement to resolve the entire portion of the lawsuit against the Company. The settlement has been preliminarily approved by the Court and is subject to final judicial approval after proper notice to the putative class. The Court has scheduled a hearing to take place on August 9, 2013 to determine whether to issue final approval of the settlement and to set the amount of class action counsel fees. The Company has denied any wrongdoing and has made no admission of liability by entering into this settlement. The Company does not expect there to be any material impact on the Company’s consolidated financial statements as a result of this settlement.

The Company has incurred, and may in the future incur, significant legal fees and other costs in connection with these governmental investigations and lawsuits. If any regulatory body concludes that the Company or any of its subsidiaries have engaged in anti-competitive behavior, the Company could incur significant additional legal fees and other costs and penalties, which could include substantial fines, penalties and/or criminal sanctions against the Company and/or certain of the Company’s current or former officers, directors and employees, and the Company could be liable for damages. Any of these fees, costs, penalties, damages, sanctions or liabilities could have a material adverse effect on the Company and its financial results. As of the date of this filing, except for the decision and fine imposed by the EC, an estimate of any possible loss or range of loss cannot be made. In the case of the decision and fine imposed by the EC, the possible loss ranges from no loss, in the event of a successful appeal by the Company, to the full amount of the fine.

Per Transport Litigation. The Company is involved in litigation in Italy (in various 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)

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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 services 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 maximum total of all such actual and potential claims, albeit duplicated in several proceedings, is estimated to be approximately $12,412 based on exchange rates as of April 30, 2013. In connection with the Per Transport litigation, legal proceedings have also been brought against a former director and officer of the Company and a current employee of the Company. The Company fully supports the actions of each of the two individuals involved and is vigorously defending them in this matter. The Company has also agreed to indemnify these individuals in connection with these proceedings.

NOTE 9. Defined Benefit Plans

The Company sponsors defined benefit plans for eligible employees in certain countries. Under these plans, employees are entitled to retirement benefits based on years of service and the employee’s final average salary on attainment of qualifying retirement age.

Net periodic benefit cost for the Company’s defined benefit plans consists of:

	Three months ended April 30,
	2013			2012
Service cost	$	504		$	304
Interest cost		483			545
Expected return on plan assets		(429	)		(337	)
Amortization of net actuarial loss		94			26
Total	$	652		$	538

The Company contributed approximately $578 and $574, respectively, to its defined benefit plans for the three months ended April 30, 2013 and 2012.

NOTE 10. Share-Based Compensation

In 2009, the Company’s shareholders approved the 2009 Long Term Incentive Plan (2009 LTIP). The plan provides for the issuance of a variety of awards, including stock options, share appreciation rights (sometimes referred to as SARs), restricted shares, restricted share units (RSUs), deferred share units and performance awards. A total of 6,250,000 shares were originally reserved for issuance under the 2009 LTIP, subject to adjustments as provided for in the plan.

In addition to the 2009 LTIP, at April 30, 2013, the Company had stock based compensation awards outstanding under the following plans: the 2004 Long Term Incentive Plan (2004 LTIP), the 2000 Stock Option Plan, the 2000 Employee Share Purchase Plan, the 2004 Non-Employee Directors Share Incentive Plan (2004 Directors Incentive Plan) and the Non-Employee Directors Share Option Plan (Directors Option Plan).

Under the 2004 Directors Incentive Plan, the Company may grant non-qualified stock options, share appreciation rights, restricted shares, RSUs and deferred share units.

Since the adoption of the 2009 LTIP, no additional awards may be made pursuant to the 2004 LTIP. In addition, the Company no longer grants awards under the 2000 Stock Option Plan and the Directors Option Plan. Vesting of these awards occurs over different periods, depending on the terms of the individual award.

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Under the 2000 Employee Share Purchase Plan (ESPP), eligible employees may purchase shares of the Company’s stock at the end of an offering period through payroll deductions in an amount not to exceed 10% of an employee’s annual base compensation subject to an annual maximum of $25.

Stock Options:	2009 LTIP				2004 LTIP					2000 Stock Option Plan					Directors Option Plan*				Total
	Shares subject to stock options		Weighted average exercise price		Shares subject to stock options			Weighted average exercise price		Shares subject to stock options			Weighted average exercise price		Shares subject to stock options		Weighted average exercise price		Shares subject to stock options			Weighted average exercise price
Outstanding balance at February 1, 2013	$	418,460	$	18.09	$	1,306,001		$	20.24	$	178,150		$	10.53	$	54,000	$	11.66	$	1,956,611		$	18.66
Granted		298,204		14.05		—			—		—			—		—		—		298,204			14.05
Exercised		—		—		—			—		(97,150	)		10.13		—		—		(97,150	)		10.13
Cancelled/forfeited		—		—		(2,487	)		30.16		(6,000	)		8.26		—		—		(8,487	)		14.68
Outstanding balance at April 30, 2013	$	716,664	$	16.41	$	1,303,514		$	20.22	$	75,000		$	11.23	$	54,000	$	11.66	$	2,149,178		$	18.42

* This plan has been established for non-employee directors.

RSUs:	2009 LTIP					2004 LTIP					2004 Directors Incentive Plan*				Total
	Restricted stock units			Weighted average grant date fair value		Restricted stock units			Weighted average grant date fair value		Restricted stock units		Weighted average grant date fair value		Restricted stock units			Weighted average grant date fair value
Outstanding balance at February 1, 2013	$	1,979,581		$	17.34	$	339,318		$	14.72	$	35,880	$	15.05	$	2,354,779		$	16.93
Granted		1,004,364			14.05		—			—		—		—		1,004,364			14.05
Vested		(523,386	)		17.39		(190,441	)		15.29		—		—		(713,827	)		16.83
Cancelled		(63,622	)		17.59		(9,826	)		14.42		—		—		(73,448	)		17.17
Outstanding balance at April 30, 2013	$	2,396,937		$	15.94	$	139,051		$	13.96	$	35,880	$	15.05	$	2,571,868		$	15.82

* This plan has been established for non-employee directors.

In connection with its share-based compensation plans, the Company recorded approximately $3,366 and $3,569 of share-based compensation expense for the three months ended April 30, 2013 and 2012, respectively. As of April 30, 2013, the Company had approximately $38,217 of unvested share-based compensation granted under all the Company’s share-based compensation plans, which amounts will be expensed in full through April 2018.

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NOTE 11. Borrowings

Bank Lines of Credit. The Company utilizes a number of financial institutions to provide it with borrowings and letters of credit, guarantee and working capital facilities. Certain of these credit facilities are used for working capital, for issuing letters of credit to support the working capital and operational needs of various subsidiaries, to support various customs bonds and guarantees, and for general corporate purposes. In other cases, customs bonds and guarantees are issued directly by various financial institutions. In some cases, the use of a particular credit facility is restricted to the country in which it originates. These particular credit facilities may restrict distributions by the subsidiary operating in such country.

The following table presents information about the facility limits, aggregate amount of borrowings outstanding, as well as availability for borrowings under various bank lines, letter of credit and other credit facilities as of April 30, 2013:

	2011 Royal Bank of Scotland N.V. (RBS) Facility(1)		2011  Nedbank Facility(2)		2011 Bank of  the West Facility(3)		Germany  Credit Facility(5)		2009 Nedbank South African Facilities(4)		Other Facilities(6)		Total
Maturity date	June 24, 2014		June 24, 2016		June 24, 2014		January 31, 2014		July 9, 2016		Various
Credit facility limit	$	50,000	$	75,000	$	50,000	$	49,673	$	57,992	$	187,799	$	470,464
Facility usage for cash withdrawals(7)		—		—		—		1,436		3,908		96,760		102,104
Letters of credit and guarantees outstanding		28,775		3,396		—		78		31,051		73,355		136,655
Total facility/usage	$	28,775	$	3,396	$	—	$	1,514	$	34,959	$	170,115	$	238,759
Available, unused capacity	$	21,225	$	71,604	$	50,000	$	48,159	$	23,033	$	17,684	$	231,705
Available for cash withdrawals	$	—	$	35,000	$	50,000	$	48,159	$	29,230	$	13,212	$	175,601

⁽¹⁾  The Company entered into an amendment with the Royal Bank of Scotland to the 2011 RBS Facility which extended the maturity date of the agreement from June 24, 2013 to June 24, 2014.

⁽²⁾  This facility with Nedbank Limited acting through its London Branch (the 2011 Nedbank Facility) matures on June 24, 2016 for letter of credit items and no sooner than June 24, 2014 for cash draw items. This facility provides for a $40,000 committed standby letter of credit facility and a $35,000 cash draw facility. This facility bears interest at 2% above the daily London Interbank Offered Rate (LIBOR) rate.

⁽³⁾  This facility with the Bank of the West (the 2011 Bank of the West Facility) provides for up to $50,000 availability for both cash withdrawals and letters of credit, with a sublimit for certain letters of credit of $30,000. This facility bears interest at the Company’s choice of either (a) the one-month LIBOR rate plus 1.5% or (b) the highest of (i) the bank’s prime rate, (ii) 0.5% above the federal funds rate, or (iii) 1% above the one-month LIBOR rate.

⁽⁴⁾  The amounts in the table above reflect the Company’s South African rand (ZAR) 525,000 revolving credit facility, with Nedbank Limited, acting through its Corporate Banking Division (the South African Facilities Agreement). The revolving facility is comprised of a ZAR 300,000 working capital facility and a ZAR 225,000 letters of credit, guarantees and forward exchange contract facility. Excluded from the table are

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amounts outstanding under the ZAR 250,000 revolving asset-based finance facility, which is a part of the South African Facilities Agreement, and which are included under capital lease obligations on the Company’s consolidated balance sheet. Total facility/usage on the South African Facilities Agreement is presented net of cash and cash equivalents of $81,410 as of April 30, 2013.

⁽⁵⁾  On January 25, 2013, UTi Deutschland GmbH, a subsidiary of UTi Worldwide Inc., entered into an Agreement Relating to Credit Facility with Commerzbank Aktiengesellschaft (German Credit Facility). The German Credit Facility bears interest at the Euro OverNight Index Average rate plus 1.7% and provides for both cash draws and guarantees.

⁽⁶⁾  Includes cash pooling arrangements utilized by a number of the Company’s subsidiaries. The largest of these other additional facilities is the credit facility of the Company’s subsidiary in Japan with Sumitomo Mitsui Banking Corporation.

⁽⁷⁾  Amounts in this row reflect cash withdrawals supporting outstanding cash borrowings by the Company’s subsidiaries.

The 2011 Nedbank Facility, 2011 RBS Facility, the 2011 Bank of the West Facility and the German Credit Facility are referred to, collectively, as the Global Credit Facilities. The Company’s obligations under the Global Credit Facilities are guaranteed by certain of its subsidiaries (Subsidiary Guarantors).

2009 South African Facilities Agreement. On July 9, 2009, certain of the Company’s subsidiaries operating in South Africa entered into a South African credit facility pursuant to an agreement (as amended, the South African Facilities Agreement) with Nedbank Limited, acting through its Corporate Banking Division, which agreement was amended by a First Addendum to Facilities Agreement dated April 4, 2012. The obligations of the Company’s subsidiaries under the South African Facilities Agreement are guaranteed by selected subsidiaries registered in South Africa. In addition, certain of the Company’s operating assets in South Africa, and the rights and interests of the South African branch of one of the Company’s subsidiaries in various intercompany loans made to a South African subsidiary and to a South African partnership, are pledged as collateral under the South African Facilities Agreement.

The South African Facilities Agreement provides the Company with the option to request that the lenders increase their commitments under the revolving credit facility and the revolving asset-based finance facility in an aggregate amount up to ZAR 225,000 subject to the approval of such lenders and the satisfaction of certain conditions precedent.

Other Additional Facilities. In addition to the credit, letters of credit and guarantee facilities provided under the Global Credit Facilities and the South African Facilities Agreement the Company and its subsidiaries utilize a number of financial institutions to provide it and its subsidiaries with additional credit, letters of credit and guarantee facilities. In some cases the use of these particular letters of credits, guarantee and credit facilities may be restricted to the country in which they originated and may restrict distributions by the subsidiary operating in the country. In connection with these other additional facilities, in October 2012 the Company’s subsidiary in Japan entered into a Japanese Yen (JPY) 4,000,000 borrowing arrangement with Sumitomo Mitsui Banking Corporation (the Japan Credit Facility). At April 30, 2013, the Company had $40,881 of indebtedness outstanding under the Japan Credit Facility, which amount is included in the column “Other Facilities” in the table above. The Japan Credit Facility bears interest at the three-month Tokyo Interbank Offered Rate plus 1.2% and has a maturity date of October 19, 2013. The Company’s subsidiary may at any time prepay all or part of the outstanding borrowings under the Japan Credit Facility, subject to terms of the agreement.

Short-term Borrowings. The Company also has a number of short-term borrowings issued by various parties, not covered under the facilities described above. The total of such bank borrowings was $1,132 and $1,129, respectively, at April 30, 2013 and January 31, 2013.

Long-term Borrowings. The following table presents information of the Company’s indebtedness pursuant to its outstanding senior unsecured guaranteed notes and other long-term borrowings as of April 30, 2013:

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	2013 Series A Notes			2013 Series B Notes			Other Facilities			Total
Maturity date		February 1, 2022			February 1, 2020
Original principal	$	150,000		$	50,000
Interest rate per annum		4.10	%		3.50	%		4.54	%
Balance at April 30, 2013:
Current portion of long-term borrowings		—			—			2,678			2,678
Long-term borrowings, excluding current portion		150,000			50,000			3,949			203,949
Total	$	150,000		$	50,000		$	6,627		$	206,627

On January 25, 2013, the Company issued $200,000 (principal amount) of senior unsecured guaranteed notes (collectively, the 2013 Notes) pursuant to a note purchase agreement (2013 Note Purchase Agreement) entered into among the Company, certain of its subsidiaries as guarantors (Subsidiary Guarantors) and The Prudential Insurance Company of America (Prudential), and a limited number of entities affiliated with, or managed by, Prudential. The 2013 Notes consist of the 2013 Series A Notes and the 2013 Series B Notes.

The 2013 Series A Notes bear interest, payable semi-annually, on the first day of February and August of each year, commencing February 1, 2013, until the principal of the 2013 Series A Notes shall have become due and payable. Pursuant to the 2013 Series A Notes, principal payments of $20,000 each are due on February 1, 2018, August 1, 2018, August 1, 2020, February 1, 2021, August 1, 2021 and February 1, 2022 and of $10,000 each on February 1, 2019, August 1, 2019 and February 1, 2020. The 2013 Series A Notes have a maturity date of February 1, 2022, on which date the principal which has not been prepaid is due and payable. The 2013 Series B Notes bear interest, payable semi-annually, on the first day of February and August of each year, commencing February 1, 2013, until the principal thereof shall have become due and payable. Pursuant to the 2013 Series B Notes, principal payments of $10,000 each are due on the first day of February and August of each year, commencing February 1, 2018 and continuing through February 1, 2020. The 2013 Series B Notes have a maturity date of February 1, 2020, on which date the principal which has not been prepaid is due and payable. The Company may at any time prepay all or a part of the principal amount of the 2013 Notes subject to a make-whole payment and other terms. If a “Change of Control” (as defined in the 2013 Note Purchase Agreement) occurs, the Company is required to offer to prepay the outstanding 2013 Notes at 100% of the principal amount of such 2013 Notes, together with interest thereon, to the date of prepayment.

The 2013 Note Purchase Agreement contains various covenants and events of defaults including, but not limited to, financial covenants, restrictions on certain types of activities and transactions, restrictions on dividends in certain circumstances, reporting covenants, affirmative and negative covenants and other provisions. In the case of certain events of default, the entire unpaid principal amount of, and all accrued but unpaid interest on, the 2013 Notes will automatically, or depending on the nature of the event of default, may at the election of the holder(s) thereof, become immediately due and payable. The payment and performance of all obligations of UTi under the 2013 Note Purchase Agreement are guaranteed by the Subsidiary Guarantors.

The Global Credit Facilities, the South African Facilities Agreement, the 2013 Note Purchase Agreement and the Company’s other credit, letters of credit and guarantee facilities require the Company and, in certain cases some of the Company’s subsidiaries, to comply with financial and other affirmative and negative covenants. Such covenants include limitations on restricted payments, maintaining a minimum debt service ratio, limitations on priority debt and other indebtedness, minimum interest charge coverage requirements, and other restrictions and limitations. In addition, if a “change in control” (as defined in the various agreements and facilities) should occur, then the outstanding

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indebtedness thereunder may become due and payable. These agreements and facilities also contain limitations on the payment by the Company and/or by various subsidiaries of the Company dividends and distributions. Furthermore, the Global Credit Facilities, the South African Facilities Agreement, the 2013 Note Purchase Agreement and certain of the Company’s other credit facilities contain cross-default provisions with respect to other indebtedness, giving the lenders under such credit facilities and the note holders under the 2013 Note Purchase Agreement the right to declare a default if the Company or its subsidiaries default under other indebtedness in certain circumstances. Should the Company fail to comply with these covenants, the Company would be required to seek to amend the covenant or to seek a waiver of such non-compliance. If the Company is unable to obtain any necessary amendments or waivers, all or a portion of the indebtedness and obligations under the various facilities the 2013 Note Purchase Agreement could become immediately due and payable and the various agreements and facilities could be terminated and the credit, letters of credit and guarantee facilities provided thereunder would no longer be available to the Company and its subsidiaries. As of April 30, 2013, we were in compliance with the covenants set forth in the Global Credit Facilities, the South African Facilities Agreement and the 2013 Note Purchase Agreement, each as amended as of such date.

NOTE 12. Uncertain Tax Positions

The Company recognizes interest and penalties related to uncertain tax positions as interest and other expense, respectively. For the three months ended April 30, 2013 and 2012, the Company accrued $221 and $206 of interest, respectively. The total amount of unrecognized tax benefits that would favorably affect the Company’s effective tax rate if recognized was $7,922 and $8,296 as of April 30, 2013 and January 31, 2013, respectively. The total amount of interest accrued associated with the unrecognized tax benefits was $2,071 and $1,895 as of April 30, 2013 and January 31, 2013, respectively. Tax years 2008 through 2012 generally remain open to examination by major taxing jurisdictions in which we operate. In addition, previously filed tax returns are under review in various other countries in which we operate. However, as a result of the expiration of the statute of limitations in various jurisdictions, it is reasonably possible that the total amounts of unrecognized tax benefits as of April 30, 2013 will decrease by up to $2,005 during the next twelve months. This reduction would have a favorable impact on the Company’s provision for income taxes.

NOTE 13. Fair Value Disclosures

Fair Value Measurements on Recurring Basis. The Company measures the fair value of certain assets and liabilities on a recurring basis based upon a fair value hierarchy in accordance with ASC 820, Fair Value Measurements and Disclosures, as follows:

• Level 1 – Quoted prices in active markets for identical assets or liabilities;

• Level 2 – Observable market data, including quoted prices for similar assets and liabilities, and inputs other than quoted prices that are observable, such as interest rates and yield curves; and

• Level 3 – Unobservable data reflecting the Company’s own assumptions, where there is little or no market activity for the asset or liability.

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of April 30, 2013 and January 31, 2013 and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value:

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	Fair Value Measurement at Reporting Date Using:
Balance at April 30, 2013	Total		Level 1		Level 2		Level 3
Assets:
Cash and cash equivalents	$	185,339	$	185,339	$	—	$	—
Forward exchange contracts		52		—		52		—
Total	$	185,391	$	185,339	$	52	$	—
Liabilities:
Forward exchange contracts	$	158	$	—	$	158	$	—
Total	$	158	$	—	$	158	$	—
Balance at January 31, 2013
Assets:
Cash and cash equivalents	$	237,276	$	237,276	$	—	$	—
Forward exchange contracts		101		—		101		—
Total	$	237,377	$	237,276	$	101	$	—
Liabilities:
Forward exchange contracts	$	79	$	—	$	79	$	—
Total	$	79	$	—	$	79	$	—

Forward Exchange Contracts. The Company’s forward exchange contracts are over-the-counter derivatives, which are valued using pricing models that rely on currency exchange rates, and therefore, are classified as Level 2.

Fair Value Measurements on a Non-Recurring Basis. As of April 30, 2013, there were no non-recurring measurements of fair value.

NOTE 14. Derivative Financial Instruments

The Company generally utilizes forward exchange contracts to reduce its exposure to foreign currency denominated assets and 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.

The Company had contracted to sell the following amounts under forward exchange contracts with

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maturities within 60 days of April 30, 2013 and 2012:

	April 30,
	2013		2012
Euro	$	5,482	$	7,911
U.S. Dollars		27,225		49,018
British Pound Sterling		762		1,065
All others		1,112		2,233
Total	$	34,581	$	60,227

Changes in the fair value of forward exchange contracts are recorded within purchased transportation costs in the consolidated statements of operations.

The Company does not designate foreign currency derivatives as hedges. Foreign currency derivative assets and liabilities are included in trade receivables and payables, respectively. The Company had the following balances for foreign currency derivative assets and liabilities at April 30, 2013 and January 31, 2013:

	April 30, 2013		January 31, 2013
Foreign currency derivative assets	$	52	$	101
Foreign currency derivative liabilities	$	158	$	79

Net gains and losses on foreign currency derivatives as of April 30, 2013 and 2012 are as follows:

	Three months ended April 30,
	2013		2012
Net gains	$	—	$	58
Net losses	$	106	$	—

NOTE 15. Severance and Other

Severance and other costs incurred by the Company were not incurred pursuant to a formal plan of restructuring or termination as defined in ASC 420, Exit or Disposal Cost Obligations or ASC 715, Compensation – Retirement Benefits. Severance and other costs for the three months ended April 30, 2013 and 2012 were comprised of employee severance costs.

Certain information regarding employee severance and other costs by segment is summarized as follows:

	Three months ended April 30,
	2013		2012
Freight Forwarding	$	236	$	667
Contract Logistics and Distribution		992		826
Corporate		1,441		207
Total	$	2,669	$	1,700

Charges incurred for employee severance for the three months ended April 30, 2013 and 2012, were primarily related to severance and activities related to the Company’s ongoing business transformation initiatives, which include redefining business processes, developing the Company’s next generation freight forwarding operating system and rationalizing business segments to a consistent organizational structure on a worldwide basis. Although the Company has not adopted a formal plan of restructuring or termination pursuant to ASC 420 or ASC 715, the Company expects to incur severance costs related to

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these transformation activities through the fiscal year ending January 31, 2015. The amount, timing and nature of such costs are not yet determinable and will likely not be determinable until the later stages of the transformation effort.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

As used in this Quarterly Report on Form 10-Q, the terms “we,” “us,” “our,” “UTi” and the “company” refer to UTi Worldwide Inc. and its subsidiaries as a consolidated entity, except where it is noted or the context makes clear the reference is only to UTi Worldwide Inc.

Forward-Looking Statements, Uncertainties and Other Factors

Except for historical information contained herein, this Quarterly Report on Form 10-Q 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 (the “Exchange Act”), which involve certain risks and uncertainties. These forward-looking statements are identified by the use of such terms and phrases as “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “projects,” “project,” “projected,” “projections,” “plans,” “planned,” “seeks,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” “scheduled,” and other similar expressions which generally identify forward-looking statements and include all statements not of an historical fact. 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 any forward-looking statements. Many important factors may cause the company’s results to differ materially from those discussed in any such forward-looking statements, including but not limited to volatility with respect to global trade, particularly as it relates to global airfreight, ocean freight and contract logistics and distribution markets; global economic, political and market conditions and unrest, including those in Africa (excluding North Africa), Asia Pacific and EMENA (which is comprised of Europe, Middle East and North Africa); risks associated with the company’s ongoing business transformation initiative, which include unanticipated difficulties and delays and additional costs and expenses; changes in interest and foreign currency exchange rates; risks that we may be required to record impairment charges to our goodwill or additional increases in our valuation allowance on deferred tax assets; risks associated with the profitability of certain operations and changes in statutory tax rates worldwide, changes in the geographic composition of the company’s worldwide taxable income, changes in the company’s unrecognized tax positions, and the impact of audit settlements with local tax authorities; volatile fuel costs; transportation capacity, pricing dynamics and the ability of the company to secure space on third party aircraft, ocean vessels and other modes of transportation; material interruptions in transportation services; risks of international operations; risks associated with, and the potential for penalties, fines, costs and expenses the company may incur as a result of, the ongoing publicly announced governmental investigations into the international air freight and air cargo transportation industry and other related investigations and lawsuits; risks of adverse legal judgments or other liabilities not limited by contract or covered by insurance; the company’s ability to retain clients; the financial condition of the company’s clients; the company’s ability to refinance, renew or replace its credit facilities and other indebtedness on commercially reasonable terms or at all; disruptions caused by epidemics, natural disasters, conflicts, strikes, wars and terrorism; the other risks and uncertainties described herein and in the company’s other filings with the Securities and Exchange Commission (SEC); and other factors outside the company’s control. Although UTi believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, UTi cannot assure any reader 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 UTi’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.

In addition to the risks, uncertainties and other factors discussed elsewhere in this Quarterly Report on Form 10-Q, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in any forward-looking statements include, without limitation, those set forth under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013 filed with the SEC (together with any amendments thereto and additions and changes thereto contained in our filings with the SEC since the filing of the our Annual Report on Form 10-K, and those set forth above. For these forward-looking statements, we claim the

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protection of the safe harbor for forward-looking statements in Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.

Overview

We are an international, non-asset-based supply chain services and solutions company that provides airfreight and ocean freight forwarding, contract logistics, customs brokerage, distribution, inbound logistics, truckload brokerage and other supply chain management services. We serve our clients through a worldwide network of freight forwarding offices, and contract logistics and distribution centers. Freight Forwarding Segment. We do not own or operate aircraft or vessels and, consequently, contract with commercial carriers to arrange for the shipment of cargo. A majority of our freight forwarding business is conducted through non-committed space allocations with carriers. We arrange for, and in many cases provide, pick-up and delivery service between the carrier and the location of the shipper or recipient.

We provide airfreight forwarding services in two principal forms (i) as an indirect carrier, and occasionally (ii) as an authorized agent for airlines. When we act as an indirect carrier with respect to shipments of freight, we typically issue a House Airway Bill (HAWB) upon instruction from our client (the shipper). The HAWB serves as the contract of carriage between us and the shipper. When we tender freight to the airline (the direct carrier), we receive a Master Airway Bill. The Master Airway Bill serves as the contract of carriage between us and the air carrier. Because we provide services across a broad range of clients on commonly traveled trade lanes, when we act as an indirect carrier we typically consolidate individual shipments into larger shipments, optimizing weight and volume combinations for lower-cost shipments on a consolidated basis. We typically act as an indirect carrier with respect to shipments tendered to us by our clients, however, in certain circumstances; we occasionally act as an authorized agent for airlines. In such circumstances, we are not an indirect carrier and do not issue a HAWB, but rather we arrange for the transportation of individual shipments directly with the airline. In these instances, as compensation for arrangement for these shipments, the carriers pay us a management fee.

We provide ocean freight forwarding services in two principal forms (i) as an indirect carrier, sometimes referred to as a Non-Vessel Operating Common Carrier (NVOCC), and (ii) as an ocean freight forwarder nominated by our client (ocean freight forwarding agent). When we act as an NVOCC with respect to shipments of freight, we typically issue a House Ocean Bill of Lading (HOBL) to our client (the shipper). The HOBL serves as the contract of carriage between us and the shipper. When we tender the freight to the ocean carrier (the direct carrier), we receive a contract of carriage known as a Master Ocean Bill of Lading. The Master Ocean Bill of Lading serves as the contract of carriage between us and the ocean carrier. When we act as an ocean freight forwarding agent, we typically do not issue a HOBL but rather we receive management fees for managing the transaction as an agent, including booking and documentation between our client and the underlying carrier (contracted by the client).

Regardless of the forms through which we provide airfreight and ocean freight services, if we provide the client with ancillary services, such as the preparation of export documentation, we receive additional fees.

As part of our freight forwarding 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 levels of expertise 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 air 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 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

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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 client, and the type, number and complexity of services provided. Revenues from customs brokerage and related services are recognized upon completion of the services. Other revenue in our freight forwarding segment is primarily comprised of international road freight shipments.

A significant portion of our expenses are variable and adjust to reflect the level of our business activities. Other than purchased transportation costs, staff costs are our single largest variable expense and, other than the incentive compensation component thereof, they are generally less flexible than purchased transportation costs in the near term as we must staff to meet uncertain future demand. Staff costs and other operating expenses in our Freight Forwarding segment are largely driven by total shipment counts rather than volumes stated in kilograms for airfreight or containers for ocean freight, which are most commonly expressed as twenty foot units (TEUs).

Contract Logistics and Distribution Segment. Our contract logistics services primarily relate to value-added warehousing and the subsequent distribution of goods and materials in order to meet clients’ inventory needs and production or distribution schedules. Our services include receiving, deconsolidation and decontainerization, sorting, put away, consolidation, assembly, cargo loading and unloading, assembly of freight and protective packaging, warehousing services, order management, and customized distribution and inventory management services. Our outsourced services include inspection services, quality centers and manufacturing support. Out inventory management services include materials sourcing services pursuant to contractual, formalized repackaging programs and materials sourcing agreements. Contract logistics revenues are recognized when the service has been completed in the ordinary course of business.

We also provide a range of distribution, consultation, outsourced management services, planning and optimization services, and other supply chain management services. We receive fees for the other supply chain management services that we perform. Distribution and other contract logistics revenues are recognized when the service has been completed in the ordinary course of business.

Multi-year Business Transformation Initiative. We have undertaken a multi-year business transformation initiative to establish a single set of global processes for our freight forwarding business and our global financial management. We anticipate total capital expenditures related to the development of software of approximately $135.0 million to $145.0 million in connection with these initiatives, the majority of which is nearing completion. We currently expect to incur an aggregate of approximately $20.0 million to $30.0 million during fiscal 2014 related to our business transformation initiatives. We expect our global operating system to be ready for its intended use during fiscal 2014. Although the deployment of our operating system has begun, we will consider it ready for its intended use depending upon a variety of factors, including but not limited to operational acceptance testing and other operational milestones having been achieved. We expect to incur depreciation expense and amortization expense over a seven-year useful life, beginning once the applications are considered ready for their intended use.

Significant accounting estimates relating to the business transformation include the date which we consider the applications to be ready for their intended use, which will serve as the commencement date for amortization, as well as estimated useful lives over which we expect to incur depreciation and amortization expense.

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 is affected by movements in these currencies against the U.S. dollar. A depreciation of these currencies against the U.S. dollar results in lower revenues reported; however, as applicable costs are also converted from these currencies, costs would also be lower. Similarly, the opposite effect occurs 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

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may adversely impact the net carrying value of our assets. These translation effects are included as a component of accumulated other comprehensive income or loss in shareholders’ equity. We have historically not attempted to hedge this equity risk and we cannot predict the effects of foreign currency exchange rate fluctuations on our future operating results.

Acquisitions. We did not complete any acquisitions during the three months ended April 30, 2013 and 2012, respectively.

Seasonality. Historically, our results for our operating segments 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 many other factors. A substantial portion of our revenue is derived from clients in industries whose shipping patterns are tied closely to consumer demand for certain products 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.

Discussion of Operating Results

The following discussion of our operating results explains material changes in our consolidated results of operations for the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013. The discussion should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this quarterly report and our audited consolidated financial statements and notes thereto for the fiscal year ended January 31, 2013, which are included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013, on file with the SEC. Our unaudited consolidated financial statements included in this report have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

Our year-over-year comparative results were, in many cases, materially impacted by foreign currency fluctuations between comparable periods, particularly the year-over-year exchange rate fluctuations between the Euro and South African Rand (ZAR), on the one hand, and the U.S. Dollar, on the other hand. In order to enhance the ability of investors to analyze our performance over comparable periods, we have provided in certain instances comparative information and variances excluding the impact of these foreign currency fluctuations where the effect of foreign currency translation is material to our comparative results. This information is among the information we use as a basis for evaluating our performance on a comparable basis over time, in allocating resources and in planning and forecasting of future periods. This information, however, is not intended to be considered in isolation or as a substitute for, or superior to, the relevant measures prepared and presented in accordance with U.S. GAAP, which are also presented. We calculate the effects of foreign currency fluctuations by subtracting (i) our current-period financial results as reported in local currencies, translated at current-period foreign currency exchange rates, from (ii) our current-period financial results as reported in local currency, as translated at the prior-period foreign currency exchange rates.

Segment Operating Results. The factors for determining the reportable segments include the manner in which management evaluates the performance of the company combined with the nature of the individual business activities. Our reportable business segments are (i) Freight Forwarding and (ii) Contract Logistics and Distribution. The Freight Forwarding segment includes airfreight forwarding, ocean freight forwarding, customs brokerage and other related services. The Contract Logistics and Distribution segment includes all operations providing contract logistics, distribution and other related services. Certain corporate costs, enterprise-led costs, and various holding company expenses within the group structure are presented separately.

We believe that for our Freight Forwarding segment, net revenues (a non-GAAP financial measure we use to describe revenues less purchased transportation costs) are a better measure of growth in our freight forwarding business than revenues because our revenues and our purchased transportation costs

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for our services as an indirect air and ocean carrier include the carriers’ charges to us for carriage of the shipment. Our revenues and purchased transportation costs are also impacted by changes in fuel and similar surcharges, which have little relation to the volume or value of our services provided. When we act as an indirect air and ocean carrier, our net revenues are determined by the differential between the rates charged to us by the carrier and the rates we charge our clients plus the fees we receive for our ancillary services. Revenues derived from freight forwarding generally are shared between the points of origin and destination, based on a standard formula. Our revenues in our other capacities include only management fees earned by us and are substantially similar to net revenues for the Freight Forwarding segment in this respect.

For segment reporting purposes by geographic region, airfreight and ocean freight forwarding revenues for the movement of goods is attributed to the country where the shipment originates. Revenues for all other services (including contract logistics and distribution services) are attributed to the country where the services are performed.

Three months ended April 30, 2013 compared to three months ended April 30, 2012

The following tables and discussion and analysis address the operating results attributable to our reportable segments for the three months ended April 30, 2013 compared to the three months ended April 30, 2012:

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Freight Forwarding

	Freight Forwarding Three months ended April 30,
	2013			2012			Change Amount			Change Percentage
Revenues:
Airfreight forwarding	$	323,829		$	381,140		$	(57,311	)		(15	)%
Ocean freight forwarding		303,778			305,081			(1,303	)		—
Customs brokerage		29,818			28,266			1,552			5
Other		62,091			67,435			(5,344	)		(8	)
Total revenues		719,516			781,922			(62,406	)		(8	)
Purchased transportation costs:
Airfreight forwarding		250,472			301,822			(51,350	)		(17	)
Ocean freight forwarding		256,975			254,879			2,096			1
Customs brokerage		1,342			1,443			(101	)		(7	)
Other		41,174			47,464			(6,290	)		(13	)
Total purchased transportations costs		549,963			605,608			(55,645	)		(9	)
Net revenues:
Airfreight forwarding		73,357			79,318			(5,961	)		(8	)
Ocean freight forwarding		46,803			50,202			(3,399	)		(7	)
Customs brokerage		28,476			26,823			1,653			6
Other		20,917			19,971			946			5
Total net revenues		169,553			176,314			(6,761	)		(4	)
Yields:
Airfreight forwarding		22.7	%		20.8	%
Ocean freight forwarding		15.4	%		16.5	%
Staff costs		105,068			106,432			(1,364	)		(1	)
Depreciation		4,283			4,207			76			2
Amortization of intangible assets		1,120			1,054			66			6
Severance and other		236			667			(431	)		(65	)
Other operating expenses		46,048			46,604			(556	)		(1	)
Operating income	$	12,798		$	17,350		$	(4,551	)		(26	)%

Airfreight Forwarding. Airfreight forwarding revenues decreased $57.3 million, or 15%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, airfreight forwarding revenues decreased $51.2 million, or 13%, compared to the corresponding prior year period. Airfreight conditions continued to remain weak throughout our first quarter of fiscal 2014. Additionally, our results for airfreight and our other products and segments for the three months ended April 30, 2013, were negatively impacted by a weaker South African rand, compared to the U.S. Dollar, when compared to the corresponding prior year period. When the effects of foreign currency fluctuations are excluded, (i) $40.6 million of the decrease in airfreight forwarding revenues was attributable to a decline of our selling rates, caused in part by lower carrier rates incurred by us; (ii) $5.9 million of the decrease was attributable to a decline of airfreight forwarding volumes (which we measure in terms of total kilograms); and (iii) $4.7 million of the decrease was attributable to reduced fuel surcharges.

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Airfreight forwarding volumes decreased 2% for the three months ended April 30, 2013, compared to the corresponding prior year period, reflecting a continued weak airfreight environment compared to the same period in the prior year. On a sequential basis, airfreight tonnage deteriorated 2% for the first quarter of fiscal 2014 compared to the fourth quarter of fiscal 2013.

Airfreight forwarding net revenues decreased $6.0 million, or 8%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, airfreight forwarding net revenues decreased $4.3 million, or 5%. Changes in net revenues are primarily a function of volume movements and the expansion or contraction in yields, which is the difference between our selling rates and the carrier rates incurred by us. The $4.3 million decline in airfreight forwarding net revenues when calculated on a basis which excludes the effects of foreign currency fluctuations was caused by (i) a $2.4 million decrease attributable to a decline both in our selling rates and carrier rates; and (ii) a $1.9 million decrease attributable to a decline of airfreight forwarding volumes.

Airfreight yields for the three months ended April 30, 2013 increased approximately 190 basis points to 22.7% compared to 20.8% for the corresponding prior year period, as both our selling and carrier rates declined, therefore, impacting computed yields. On a sequential basis, airfreight yields of 22.7% for the first quarter of fiscal 2014 were 160 basis points higher when compared to airfreight yields of 21.1% for the fourth quarter of fiscal 2013.

Ocean Freight Forwarding. Ocean freight forwarding revenues decreased $1.3 million, or less than 1%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, ocean freight forwarding revenues increased $13.5 million, or 4%. When the effects of foreign currency fluctuations are excluded, (i) an increase in ocean freight volumes generated a $15.5 million increase in ocean freight forwarding revenues; offset by (ii) a $2.0 million decrease attributable to lower selling rates caused in part by reduced carrier rates. Ocean freight volumes (which we measure in terms of TEUs) increased 5% during the three months ended April 30, 2013 compared to the corresponding prior year period.

Ocean freight forwarding net revenues decreased $3.4 million, or 7%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, ocean freight forwarding net revenues decreased $2.1 million, or 4%. The $2.1 million decline in ocean freight forwarding net revenues calculated on a basis which excludes the effects of foreign currency fluctuations was caused by (i) a $4.4 million decrease attributable to a decline of our selling rates combined with an increase of our carrier rates; offset by (ii) a $2.3 million increase attributable to increased ocean freight volumes. Ocean freight yields for the three months ended April 30, 2013, decreased 110 basis points to 15.4% compared to 16.5% for the corresponding prior year period, as a decline of our selling rates was combined with an increase of carrier rates.

Customs Brokerage and Other. Customs brokerage revenues increased $1.6 million, or 5%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, customs brokerage revenues increased $3.2 million, or 11%. Other freight forwarding related revenues, which are primarily comprised of international road freight shipments and distribution, decreased $5.3 million, or 8%, for the three months ended April 30, 2013, compared to the corresponding prior year period. However, when the effects of foreign currency fluctuations are excluded, other freight forwarding related revenues decreased $2.3 million, or 3%.

Customs brokerage net revenues increased $1.7 million, or 6%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, customs brokerage net revenues increased $3.2 million, or 12%. Other freight forwarding related net revenues increased $1.0 million, or 5%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, other freight forwarding net revenues increased $1.7 million, or 9%.

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Staff Costs. Staff costs in our Freight Forwarding segment decreased $1.4 million, or 1%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, staff costs in our Freight Forwarding segment increased $1.6 million, or 2%. As a percentage of our Freight Forwarding segment revenues, staff costs were 15% for the three months ended April 30, 2013 compared to 14% in the corresponding prior year period. Movements of staff costs in our Freight Forwarding segment are typically driven by changes in total shipment counts rather than changes in volumes. The number of airfreight shipments declined 3%, for the three months ended April 30, 2013 compared to the corresponding prior year period, which was slightly offset by a 2% increase in ocean freight shipments during the same period.

Severance and Other. During the three months ended April 30, 2013 and 2012, we incurred severance and other costs in the Freight Forwarding segment of approximately $0.2 million and $0.7 million, respectively, comprised primarily of severance charges. These charges were primarily related to our ongoing business transformation initiatives, which include redefining business processes, developing our next generation freight forwarding operating system and rationalizing business operations to a more common organizational structure on a worldwide basis. Although a formal plan of restructuring or termination has not been adopted pursuant to Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 420, Exit or Disposal Cost Obligations (ASC 420) or ASC 715, Compensation – Retirement Benefits (ASC 715), we expect to incur severance costs related to these transformation activities through the fiscal year ending January 31, 2015. The amount, timing and nature of such costs are not yet determinable and will likely not be determinable until the later stages of the transformation effort.

Other Operating Expenses. Other operating expenses in the Freight Forwarding segment decreased $0.6 million, or less than 1%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, other operating expenses increased $1.0 million, or 2%.

Contract Logistics and Distribution

	Contract Logistics and Distribution Three months ended April 30,
	2013		2012		Change Amount			Change Percentage
Revenues:
Contract logistics	$	180,682	$	201,653	$	(20,971	)		(10	)%
Distribution		147,710		148,888		(1,178	)		(1	)
Other		32,745		36,194		(3,449	)		(10	)
Total revenues		361,137		386,735		(25,598	)		(7	)
Purchased transportation costs:
Contract logistics		44,458		49,983		(5,525	)		(11	)
Distribution		101,208		97,007		4,201			4
Other		9,289		10,292		(1,003	)		(10	)
Total purchased transportations costs		154,955		157,282		(2,327	)		(1	)
Staff costs		106,277		115,829		(9,552	)		(8	)
Depreciation		7,796		6,753		1,043			15
Amortization of intangible assets		1,236		1,648		(412	)		(25	)
Severance and other		992		826		166			20
Other operating expenses		79,572		83,743		(4,171	)		(5	)
Operating income	$	10,309	$	20,654	$	(10,345	)		(50	)%

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Contract Logistics. Contract logistics revenues decreased $21.0 million, or 10%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, contract logistics revenues decreased $13.9 million, or 7%. On a year over year basis, we experienced lower volumes from existing business and were negatively impacted by the prior loss of certain high-margin accounts. However, overall revenues improved sequentially on a month-by-month basis within the quarter ended April 30, 2013.

Contract logistics purchased transportation costs decreased $5.5 million, or 11%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, purchased transportation costs decreased $4.7 million, or 9%. In addition to purchased transportation costs related directly to the contract logistics operations, purchased transportation costs within our Contract Logistics and Distribution segment include materials sourcing costs which we incur pursuant to formalized repackaging programs and materials sourcing agreements. These sourcing activities decreased slightly during the three months ended April 30, 2013 when compared to the corresponding prior year period, resulting in a decrease in materials sourcing costs of $4.0 million. Excluding materials sourcing costs, purchased transportation costs declined $1.5 million for the three months ended April 30, 2013, compared to the corresponding prior year period.

Distribution. Distribution revenues decreased $1.2 million, or 1%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, distribution revenues increased $5.2 million, or 3%. When the effects of foreign currency fluctuations are excluded, the increase was primarily due to increased client volumes in our Africa and Americas regions.

Distribution purchased transportation costs increased $4.2 million, or 4%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, distribution purchased transportation costs increased $6.3 million, or 7%, primarily due to increased client volumes within our distribution businesses in our Africa and Americas regions.

Other. Other contract logistics and distribution revenues decreased $3.4 million, or 10%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, other contract logistics and distribution revenues were comparable with the corresponding prior year period. Other purchased transportation costs decreased $1.0 million, or 10%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, other purchased transportation costs were comparable with the corresponding prior year period.

Staff Costs. Staff costs in our Contract Logistics and Distribution segment decreased $9.6 million, or 8%, for the three months ended April 30, 2013, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, staff costs in our Contract Logistics and Distribution segment decreased $4.0 million, or 3%. The decrease was partially the result of facilities exited between comparable periods.

Severance and Other. During the three months ended April 30, 2013, we incurred severance and other costs of $1.0 million in our Contract Logistics and Distribution segment, which was comparable to the $0.8 million charged for the corresponding prior year period.

Other Operating Expenses. Other operating expenses in our Contract Logistics and Distribution segment decreased $4.2 million, or 5%, for the three months ended April 30, 2013, compared to the corresponding period year period; however, when the effects of foreign currency fluctuations are excluded, other operating expenses in our Contract Logistics and Distribution segment increased $2.1 million, or 3%.

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Corporate

Staff Costs. Staff costs at corporate were $8.9 million for the three months ended April 30, 2013, consistent with the staff costs from the corresponding prior year period. Severance and other costs at corporate were $1.4 million for the three months ended April 30, 2013, caused primarily by organizational changes made during the period. Other operating expenses at corporate were $7.3 million for the three months ended April 30, 2013, compared to $4.3 million for the corresponding prior year period.

Interest Expense, Net. Interest income relates primarily to interest earned on our cash deposits, while interest expense consists primarily of interest on our credit facilities, our senior unsecured guaranteed notes, of which $200.0 million of principle was outstanding as of April 30, 2013, and our capital lease obligations. Interest income increased $1.7 million, or 47%, and interest expense increased $2.2 million, or 34%, for the three months ended April 30, 2013 compared to the corresponding prior year period, primarily due to an increased level of average borrowings outstanding throughout the quarter in part because of the issuance of our 2013 Senior Notes. The movements in interest income and interest expense are primarily due to a change in the mix of total net deposits and borrowings outstanding during the comparative periods, as well as interest rate movements.

Other Expenses, Net. Other income and expenses primarily relate to foreign currency gains and losses on certain of our intercompany loans.

Provision for Income Taxes. Our effective income tax rate for the three months ended April 30, 2013 was impacted by several items, including, but not limited to, lower income across various jurisdictions and valuation allowances recorded during the first quarter. Our effective income tax rate for the three months ended April 30, 2012 was 31.3%. Our provision for income taxes in the three months ended April 30, 2013 was $11.3 million based on pretax income of $0.4 million compared to our provision for income taxes for the corresponding prior year period of $6.5 million based on pretax income of $20.7 million. The $4.8 million increase in our provision for income taxes in absolute dollars in the three months ended April 30, 2013 relative to the corresponding prior year period of fiscal 2013 was due to (i) higher net changes in valuation allowances recorded in certain jurisdictions which increased our current year provision year over year by approximately $7.0 million, which includes a discrete item of $5.0 million, related to an increase in a deferred tax valuation allowance associated with certain deferred tax assets, (ii) higher net changes in uncertain tax positions across various jurisdictions which increased our provision by $0.5 million and (iii) the impact of adjustments of $0.4 million across various jurisdictions, partially offset by lower income in the current period across various jurisdictions which decreased our provision by $3.1 million. We currently expect that our effective tax rate for fiscal 2014 will be approximately 37 percent.

Net Income Attributable to Non-Controlling Interests. Net income attributable to non-controlling interests was $1.6 million for the three months ended April 30, 2013, compared to $1.3 million for the corresponding prior year period.

The following tables show the revenues and net revenues attributable to our geographic regions:

	Three months ended April 30,
	2013						2012
	Freight Forwarding Revenues		Contract Logistics and Distribution Revenues		Total		Freight Forwarding Revenues		Contract Logistics and Distribution Revenues		Total
EMENA	$	212,691	$	54,269	$	266,960	$	244,345	$	62,988	$	307,333
Americas		174,421		194,764		369,185		186,665		196,723		383,388
Asia Pacific		219,519		17,882		237,401		233,238		16,975		250,213
Africa		112,885		94,222		207,107		117,674		110,049		227,723
Total	$	719,516	$	361,137	$	1,080,653	$	781,922	$	386,735	$	1,168,657

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	Three months ended April 30,
	2013						2012
	Freight Forwarding Net Revenues		Contract Logistics and Distribution Net Revenues		Total		Freight Forwarding Net Revenues		Contract Logistics and Distribution Net Revenues		Total
EMENA	$	57,218	$	32,097	$	89,315	$	58,164	$	38,153	$	96,317
Americas		44,281		85,734		130,015		46,383		88,611		134,994
Asia Pacific		44,235		11,773		56,008		46,539		11,146		57,685
Africa		23,819		76,578		100,397		25,228		91,543		116,771
Total	$	169,553	$	206,182	$	375,735	$	176,314	$	229,453	$	405,767

The following table shows revenues and purchased transportation costs attributable to our principal services.

	Three months ended April 30,
	2013		2012
Revenues:
Airfreight forwarding	$	323,829	$	381,140
Ocean freight forwarding		303,778		305,081
Customs brokerage		29,818		28,266
Contract logistics		180,682		201,653
Distribution		147,710		148,888
Other		94,836		103,629
Total	$	1,080,653	$	1,168,657
Purchased transportation costs:
Airfreight forwarding	$	250,472	$	301,822
Ocean freight forwarding		256,975		254,879
Customs brokerage		1,342		1,443
Contract logistics		44,458		49,983
Distribution		101,208		97,007
Other		50,463		57,756
Total	$	704,918	$	762,890

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The following table shows our revenues, purchased transportation costs and other operating expenses for the periods presented, expressed as a percentage of revenues:

	Three months ended April 30,
	2013			2012
Revenues:
Airfreight forwarding		30	%		33	%
Ocean freight forwarding		28			25
Customs brokerage		3			2
Contract logistics		17			18
Distribution		14			13
Other		8			9
Total revenues		100			100
Purchased transportation costs:
Airfreight forwarding		23			27
Ocean freight forwarding		24			20
Customs brokerage		*			*
Contract logistics		4			4
Distribution		9			9
Other		5			5
Total purchased transportation costs		65			65
Staff costs		20			20
Depreciation		1			1
Amortization of intangible assets		*			*
Severance and other		*			*
Other operating expenses		13			12
Total operating expenses		99			98
Operating income		1			2
Interest income		*			*
Interest expense		(1	)		(1	)
Other expense, net		*			*
Pretax income		*			1
Provision for income taxes		1			*
Net (loss)/income		(1	)		1
Net income attributable to non-controlling interests		*			*
Net (loss)/income attributable to UTi Worldwide Inc.		(1	)%		1	%

* Less than one percent.

Liquidity and Capital Resources

Limitations on dividends. We are a holding company that relies on dividends, distributions and advances from our subsidiaries to pay dividends on our ordinary shares and meet our financial obligations. The ability of our subsidiaries to pay such amounts to us and our ability to pay dividends and distributions to our shareholders is subject to restrictions including, but not limited to, applicable local laws and limitations contained in our bank credit facilities and long-term borrowings. Additionally, intercompany payments of dividends, distributions and advances can, in certain circumstances, result

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in adverse tax effects such as the requirement to pay withholding and corporate income taxes and distribution taxes on dividends and distributions, and can also require, in certain situations, that our subsidiaries make pro-rata payments to the minority interest holders in such entities. Additionally, in general, our subsidiaries cannot pay dividends in excess of their retained earnings. Such laws, restrictions, and effects could limit or impede intercompany dividends and distributions, or the making of intercompany advances. In addition, we currently expect that the cash and cash equivalents held by our non-U.S. subsidiaries will be used primarily to support our international operations, including paying debt service, making capital expenditures and meeting the cash needs of such operations.

Exchange control laws and regulations. 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 parent holding company. Total net assets which may not be transferred to us in the form of loans, advances, or cash dividends by our subsidiaries without the consent of a third party were less than 10% of our consolidated total net assets as of the end of the most recent fiscal year.

Client agreements involving cash. Additionally, we have entered into agreements with certain distribution clients specifying the use of designated cash accounts for receivables collections from their respective ultimate end clients. Although we are required under these contracts to use such accounts for cash activity related to these clients, we have access and control over such balances in the normal course of our operations. Balances in such accounts totaled approximately $31.5 million and $27.6 million at April 30, 2013 and January 31, 2013, respectively, and are included in cash and cash equivalents in the accompanying consolidated balance sheets.

Operating cash advances and disbursements. When we act as a customs broker, we make significant cash advances on behalf of our clients to various customs authorities around the world, predominantly in countries where our clients are importers of goods such as South Africa and Israel. These customs duties and taxes, in addition to certain other pass-through items, are not included as components of revenues and expenses. However, these advances temporarily consume cash as these items are typically paid to third parties in advance of our reimbursement from our clients. Accordingly, on a comparative basis, operating cash flows are typically stronger in periods of declining logistics activity and are comparably weaker in periods of volume growth as we must disburse cash in advance of collections from clients.

As of April 30, 2013, our cash and cash equivalents totaled $185.3 million, representing a decrease of $51.9 million from January 31, 2013. There was a decrease from net cash provided by our operating, investing and financing activities of $50.7 million. There was also a decrease of $1.2 million related to the effect of foreign exchange rate changes on our cash balances when compared to our position at January 31, 2013.

Cash Used in Operating Activities. During the first quarter of fiscal 2014, net cash used in operating activities was $52.6 million, compared to net loss of $10.9 million. During the corresponding prior year period, net cash used in operating activities was $10.2 million, compared to net income of $14.2 million.

During the first quarter of fiscal 2014, we used approximately $52.6 million in net cash from operating activities. This resulted from usages from (i) a net loss of $10.9 million and (ii) an increase in trade receivables and other current assets of $96.3 million. These usages were offset by (i) depreciation and amortization of intangible assets totaling $16.0 million, (ii) provision for doubtful accounts of $1.5 million, (iii) an increase in trade payables and other current liabilities of $27.4 million, (iv) deferred income taxes of $4.5 million and (v) increases in other items totaling $5.2 million.

Our primary sources of liquidity include cash generated from operating activities, which is subject to seasonal fluctuations, particularly in our Freight Forwarding segment, and available funds under our various credit facilities. We typically experience increased activity associated with our peak season, generally during the second and third fiscal quarters, requiring significant disbursements on behalf of

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clients. During the second quarter and the first half of the third quarter, this seasonal growth in client receivables tends to consume available cash. Historically, the latter portion of the third quarter and the fourth quarter tend to generate cash recovery as cash collections usually exceed client cash disbursements. Cash disbursements in the first quarter of the fiscal year typically exceed cash collections and, as a result, our first fiscal quarter historically results in the usage of available cash.

During the first quarter of fiscal 2014, advances for customs duties and taxes were approximately $1,024.9 million, compared to approximately $1,024.3 million for the corresponding prior year period. Excluding the effects of foreign currency fluctuations, advances for customs duties and taxes increased $86.8 million for the first quarter of fiscal 2014 compared to the corresponding prior year period. Timing differences with respect to these advances and subsequent collection activity related to customs duties and taxes had a relatively unfavorable impact on our net cash generated from operating activities in the first quarter of fiscal 2014, compared to the corresponding prior year period, when such cash flows are compared to net income.

Cash Used in Investing Activities. Cash used in investing activities for the first quarter of fiscal 2014 and 2013 was $15.4 million and $17.1 million, respectively. Cash used for the acquisition of property, plant and equipment during the first quarter of fiscal 2014 was approximately $8.5 million, consisting primarily of computer hardware and furniture, replacement vehicles, fixtures and equipment. During the normal course of operations, we have a need to acquire technology, office furniture and equipment to facilitate the handling of our client freight and logistics volumes. Additionally, we used cash related to development activities with respect to our ongoing business transformation initiatives, including the development of our next generation freight forwarding system. During the first quarter of fiscal 2014, we used $6.6 million of cash in purchases of software and other intangible assets relating to these business transformation initiatives, which was comparable to the corresponding prior year period. Inclusive of technology upgrades and business transformation initiatives, including expenditures we incurred in the first quarter, we currently expect to expend an aggregate of approximately $80.0 million for capital expenditures for fiscal 2014, which excludes the Pharma Property Development Agreements described below.

Cash Provided by Financing Activities. Our financing activities during the first quarter of fiscal 2014 provided $17.2 million of cash, including (i) proceeds from bank lines of credit of $98.6 million, (ii) an increase in short-term credit facilities of $26.6 million and (iii) net proceeds from the issuance of ordinary shares of $0.8 million, offset by (i) net repayments of bank lines of credit and long term borrowings, totaling $102.1 million, (ii) repayments of capital lease obligations totaling $4.4 million and (iii) other net usages of cash of $2.3 million.

Pharma Property Development Agreements. During the fiscal year ended January 31, 2012, we entered into various agreements providing for the development of a logistics facility to be used in our pharmaceutical distribution business in South Africa. In addition to a property development agreement, we signed an agreement to purchase the property at the conclusion of the development at the project’s total cost, which includes interest on the financing for the project, subject to certain conditions being met, including among other items, the property having been registerable for transfer and having been ready for beneficial occupation as described under the development agreement. In addition to the other documents for the transaction, we also entered into a lease agreement for the property and facility following the conclusion of its development, should the property not be saleable at that time. Due to routine administrative processes, the property is not yet registerable for transfer, and accordingly, the lease agreement is effective until such time as the purchase can be completed. As of April 30, 2013 liabilities outstanding of $62.1 million, including $1.6 million in current portion, are included in capital lease obligations. This liability is intended to be replaced with long-term financing upon the purchase.

Credit Facilities and Senior Notes

Bank Lines of Credit. We utilize a number of financial institutions to provide us with borrowings and letters of credit, guarantee and working capital facilities. Certain of these credit facilities are used for working capital, for issuing letters of credit to support the working capital and operational needs of various

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subsidiaries, to support various customs bonds and guarantees, and for general corporate purposes. In other cases, customs bonds and guarantees are issued directly by various financial institutions. In some cases, the use of a particular credit facility is restricted to the country in which it originates. These

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particular credit facilities may restrict distributions by the subsidiary operating in such country.

The following table presents information about the facility limits, aggregate amount of borrowings outstanding, as well as availability for borrowings under various bank lines, letter of credit and other credit facilities as of April 30, 2013 (the table and footnotes are in thousands):

	2011 Royal Bank of Scotland N.V. (RBS) Facility(1)		2011  Nedbank Facility(2)		2011 Bank of the West Facility(3)		Germany  Credit Facility(5)		2009 Nedbank South African Facilities(4)		Other  Facilities(6)		Total
Maturity date	June 24, 2014		June 24, 2016		June 24, 2014		January 31, 2014		July 9, 2016		Various
Credit facility limit	$	50,000	$	75,000	$	50,000	$	49,673	$	57,992	$	187,799	$	470,464
Facility usage for cash withdrawals(7)		—		—		—		1,436		3,908		96,760		102,104
Letters of credit and guarantees outstanding		28,775		3,396		—		78		31,051		73,355		136,655
Total facility/usage	$	28,775	$	3,396	$	—	$	1,514	$	34,959	$	170,115	$	238,759
Available, unused capacity	$	21,225	$	71,604	$	50,000	$	48,159	$	23,033	$	17,684	$	231,705
Available for cash withdrawals	$	—	$	35,000	$	50,000	$	48,159	$	29,230	$	13,212	$	175,601

⁽¹⁾  The Company entered into an amendment with the Royal Bank of Scotland to the 2011 RBS Facility, which extended the maturity date of the agreement from June 24, 2013 to June 24, 2014.

⁽²⁾  This facility with Nedbank Limited acting through its London Branch (the 2011 Nedbank Facility) matures on June 24, 2016 for letter of credit items and no sooner than June 24, 2014 for cash draw items. This facility provides for a $40,000 committed standby letter of credit facility and a $35,000 cash draw facility. This facility bears interest at 2% above the daily London Interbank Offered Rate (LIBOR) rate.

⁽³⁾  This facility with the Bank of the West (the 2011 Bank of the West Facility) provides for up to $50,000 availability for both cash withdrawals and letters of credit, with a sublimit for certain letters of credit of $30,000. This facility bears interest at our choice of either (a) the one-month LIBOR rate plus 1.5% or (b) the highest of (i) the bank’s prime rate, (ii) 0.5% above the federal funds rate, or (iii) 1% above the one-month LIBOR rate.

⁽⁴⁾  The amounts in the table above reflect the company’s ZAR 525,000 with Nedbank Limited acting through its Corporate Banking Division (the South African Facilities Agreement). The revolving credit facility, which is comprised of a ZAR 300,000 working capital facility and a ZAR 225,000 letters of credit, guarantees and forward exchange contract facility. Excluded from the table are amounts outstanding under the ZAR 250,000 revolving asset-based finance facility, which is a part of the South African Facilities Agreement, and which are included under capital lease obligations on the company’s consolidated balance sheet. Total facility/usage on the South African Facilities Agreement is presented net of cash and cash equivalents of $81.4 million as of April 30, 2013.

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⁽⁵⁾  On January 28, 2013, UTi Deutschland GmbH, a subsidiary of UTi Worldwide Inc., entered into an Agreement Relating to Credit Facility with Commerzbank Aktiengesellschaft (German Credit Facility). The German Credit Facility bears interest at the Euro OverNight Index Average rate plus 1.7% and provides for both cash draws and guarantees.

⁽⁶⁾  Includes cash pooling arrangements utilized by a number of the company’s subsidiaries. The largest of these other additional facilities is the credit facility of our subsidiary in Japan.

⁽⁷⁾  Amounts in this row reflect cash withdrawals supporting outstanding cash borrowings by the company’s subsidiaries.

We refer to the 2011 Nedbank Facility, the 2011 RBS Facility, the 2011 Bank of the West Facility and the 2013 German Credit Facility, collectively, as the Global Credit Facilities. Pursuant to the terms of the Global Credit Facilities, we are charged fees relating to, among other things, the issuance of letters of credit and the amount of outstanding borrowings, as well as the unused portions of these facilities, all at the rates specified in the applicable agreement. Borrowings under the Global Credit Facilities are guaranteed by UTi Worldwide, Inc. and certain of its subsidiaries.

2009 South African Facilities Agreement. The obligations of our subsidiaries under the South African Facilities Agreement are guaranteed by selected subsidiaries registered in South Africa. In addition, certain of our operating assets in South Africa, and the rights and interests of the South African branch of one of our subsidiaries in various intercompany loans made to a South African subsidiary and to a South African partnership, are pledged as collateral under the South African Facilities Agreement.

The South African Facilities Agreement provides us with an option to request that the lenders increase their commitments under the revolving credit facility and the revolving asset-based finance facility in an aggregate amount up to ZAR 225.0 million subject to the approval of such lenders and the satisfaction of certain conditions precedent.

Overdrafts under the South African working capital facility bear interest at a rate per annum equal to Nedbank’s publicly quoted prime rate minus 1%. The per annum interest rate payable in respect of foreign currency accounts is generally at the LIBOR, or with respect to a foreign currency account in Euro, the Euro Interbank Offered Rate (EURIBOR), plus the lender’s cost of funds (to the extent greater than LIBOR or EURIBOR, as applicable), plus 3%. Instruments issued under the letter of credit, guarantee and forward exchange contract facility bear interest at a rate to be agreed upon in writing by our subsidiaries party to the South African Facilities Agreement and Nedbank.

In addition to the South African Facilities Agreement described above, our South African subsidiaries have obtained customs bonds to support their customs and duties obligations to the South African customs authorities. These customs bonds are issued by South African registered insurance companies. As of April 30, 2013 the value of these contingent liabilities was $30.2 million.

Cash Pooling Arrangements. A significant number of our subsidiaries participate in cash pooling arrangements administered by various banks and which we use to fund liquidity needs of our subsidiaries. The cash pooling arrangements have no stated maturity dates and yield and bear interest at varying rates. The facilities do not permit aggregate outstanding withdrawals by our subsidiaries under an arrangement to exceed the aggregate amount of cash deposits by our subsidiaries in the arrangement at any one time. Under these arrangements, cash withdrawals of $3.6 million were included in bank lines of credit on our balance sheet at April 30, 2013.

Other Additional Facilities. In addition to the credit, letters of credit, and guarantee facilities provided under the Global Credit Facilities and the South African Facilities Agreement, we utilize a number of financial institutions to provide us and our subsidiaries with additional letters of credit and guarantee facilities. In some cases, the use of these particular letters of credits, guarantee and credit facilities may be restricted to the country in which they originated and may restrict distributions by the subsidiary operating in the country. In connection with these other additional facilities, in October 2012 our subsidiary in Japan entered into a Japanese Yen (JPY) 4,000.0 million borrowing arrangement with Sumitomo Mitsui Banking Corporation (the Japan Credit Facility). At April 30, 2013, we had $40.9 million of indebtedness outstanding under the Japan Credit Facility, which amount is included in the column “Other Facilities” in the table above. The Japan Credit

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Facility bears interest at the three-month Tokyo Interbank Offered Rate plus 1.2% and has a maturity date of October 19, 2013. We may at any time prepay all or part of the outstanding borrowings under the Japan Credit Facility subject to terms of the agreement.

The maximum and average borrowings against all of our bank lines of credit during the first quarter of fiscal 2014 were $293.4 million and $220.8 million, respectively. The maximum and average borrowings against all of our bank lines of credit during the first quarter of fiscal 2013 were $148.1 million and $142.1 million, respectively. Borrowings during our reporting periods may be materially different than the period-end amounts recorded in the financial statements, due to requirements to fund customs duties and taxes, changes in accounts receivable and payable, and other working capital requirements.

Short-term Borrowings. We also have a number of short-term borrowings issued by various parties not covered under the facilities described above. The total of such borrowings at April 30, 2013 and January 31, 2013 was $1.1 million, respectively.

Long-term Borrowings. The following table presents information about our indebtedness pursuant to our outstanding senior unsecured guaranteed notes and other long-term borrowings as of April 30, 2013 (in thousands):

	2013 Series A Notes			2013 Series B Notes			Other Facilities			Total
	February 1, 2022			February 1, 2020
Maturity date
Original principal	$	150,000		$	50,000
Interest rate per annum		4.10	%		3.50	%		4.54	%
Balance at April 30, 2013:
Current portion of long-term borrowings		—			—			2,678			2,678
Long-term borrowings, excluding current portion		150,000			50,000			3,949			203,949
Total	$	150,000		$	50,000		$	6,627		$	206,627

On January 25, 2013, we issued $200.0 million (principal amount) of senior unsecured guaranteed notes (collectively, the 2013 Notes) pursuant to a note purchase agreement (2013 Note Purchase Agreement) entered into among us, certain of its subsidiaries as guarantors (Subsidiary Guarantors) and The Prudential Insurance Company of America (Prudential), and a limited number of entities affiliated with, or managed by, Prudential. The 2013 Notes consist of the 2013 Series A Notes and the 2013 Series B Notes.

The 2013 Series A Notes bear interest, payable semi-annually, on the first day of February and August of each year, commencing February 1, 2013, until the principal of the 2013 Series A Notes shall have become due and payable. Pursuant to the 2013 Series A Notes, principal payments of $20.0 million each are due on February 1, 2018, August 1, 2018, August 1, 2020, February 1, 2021, August 1, 2021 and February 1, 2022 and of $10.0 million each on February 1, 2019, August 1, 2019 and February 1, 2020. The 2013 Series A Notes have a maturity date of February 1, 2022, on which date the principal which has not been prepaid is due and payable. The 2013 Series B Notes bear interest, payable semi-annually, on the first day of February and August of each year, commencing February 1, 2013, until the principal thereof shall have become due and payable. Pursuant to the 2013 Series B Notes, principal payments of $10.0 million each are due on the first day of February and August of each year, commencing February 1, 2018 and continuing through February 1, 2020. The 2013 Series B Notes have a maturity date of February 1, 2020, on which date the principal which has not been prepaid is due and payable. We may at any time prepay all or a part of the principal amount of the 2013 Notes subject to a make-whole payment and other terms. If a “Change of Control” (as defined in the 2013 Note Purchase Agreement) occurs, we are required to offer to prepay the outstanding 2013 Notes at 100% of the principal amount of such 2013 Notes, together with interest thereon, to the date of prepayment.

The Global Credit Facilities, the South African Facilities Agreement, the 2013 Note Purchase Agreement and our other credit, letters of credit and guarantee facilities require us and, in certain cases some of our subsidiaries, to comply with financial and other affirmative and negative covenants. Such covenants include

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limitations on restricted payments, maintaining a minimum debt service ratio, limitations on priority debt and other indebtedness, minimum interest charge coverage requirements, and other restrictions and limitations. In addition, if a “change in control” (as defined in the various agreements and facilities) should occur, then the outstanding indebtedness thereunder may become due and payable. These agreements and facilities also contain limitations on the payment by us and/or by our various subsidiaries of dividends and distributions. Furthermore, the Global Credit Facilities, the South African Facilities Agreement, the 2013 Note Purchase Agreement and certain of our other credit facilities contain cross-default provisions with respect to other indebtedness, giving the lenders under such credit facilities and the note holders under the 2013 Note Purchase Agreement the right to declare a default if we default under other indebtedness in certain circumstances. Should we fail to comply with these covenants, we would be required to seek to amend the covenant or to seek a waiver of such non-compliance. If we are unable to obtain any necessary amendments or waivers, all or a portion of the indebtedness and obligations under the various facilities and the 2013 Note Purchase Agreement could become immediately due and payable and the various agreements and facilities could be terminated and the credit, letters of credit and guarantee facilities provided thereunder would no longer be available to us. As of April 30, 2013, we were in compliance with the covenants set forth in the Global Credit Facilities, the South African Facilities Agreement and the 2013 Note Purchase Agreement, each as amended as of such date.

Off-Balance Sheet Arrangements

Other than operating leases, we have no material off-balance sheet arrangements.

Critical Accounting Estimates

Our consolidated financial statements are prepared in conformity with U.S. GAAP. The preparation thereof requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. Estimates have been prepared on the basis of the most current and best available information and actual results could differ materially from those estimates. There have been no significant changes in our critical accounting estimates during the first quarter of fiscal 2014.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As of April 30, 2013, there had been no material changes to our exposure to market risks since January 31, 2013, as described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013 on file with the SEC. For a discussion of our market risks associated with foreign currencies, interest rates and market rates, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2013.

Item 4. Controls and Procedures.

“Disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are the controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports filed or submitted by it under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. “Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in its Exchange Act reports is accumulated and communicated to the issuer’s management, including each of its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the direction and with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated our disclosure controls and procedures as of April 30, 2013. Based upon this evaluation, management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures were effective as of April 30, 2013.

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“Internal control over financial reporting” (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) is a process designed by, or under the supervision of each of the issuer’s principal executive officer and principal financial officer, and effected by the issuer’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 and 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 issuer;

(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 issuer are being made only in accordance with authorizations of management and directors of the issuer; and

(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

There were no changes in our internal control over financial reporting during the most recently completed quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We have initiated a multi-year effort to upgrade the technology supporting our financial systems. As part of this effort, we have licensed enterprise resource planning (ERP) software and have begun a process to expand and upgrade our financial systems. Additionally, we are in the process of migrating certain financial processes to centralized locations. The planned implementation of these processes will affect the processes that constitute our internal control over financial reporting in the future and will require testing for effectiveness prior to and concurrently with the implementation.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

In connection with ASC 450, Contingencies, we have not accrued for material loss contingencies relating to the investigations and legal proceedings disclosed below because we believe that, although unfavorable outcomes in the investigations or proceedings may be reasonably possible, they are not considered by our management to be probable and reasonably estimable.

From time to time, claims are made against us or we may make claims against others, including in the ordinary course of our business, which could result in litigation. Claims and associated litigation are subject to inherent uncertainties. Unfavorable outcomes could occur, such as monetary damages, fines, penalties or injunctions prohibiting us from engaging in certain activities. The occurrence of an unfavorable outcome in any specific period could have a material adverse effect on our results of operations for that period or future periods. As of the date of this report, we are not a party to any material litigation, except as described below.

Industry-Wide Anti-Trust Investigation. On March 28, 2012 we were notified by the EC that it had adopted a decision against us and two of our subsidiaries relating to alleged anti-competitive behavior in the market for freight forwarding services in the European Union/European Economic Area. The decision of the EC imposes a fine of euro 3.1 million (or approximately $4.0 million at April 30, 2013) against us. We believe that neither we nor our subsidiaries violated European competition rules. In June 2012, we appealed the decision and the amount of the fine before the European Union’s General Court.

In May 2009, we learned that the Brazilian Ministry of Justice was investigating possible alleged cartel activity in the international air and ocean freight forwarding market. On August 6, 2010, we received notice of an administrative proceeding from the Brazilian Ministry of Justice. The administrative proceeding initiates a proceeding against us, our Brazilian subsidiary and two of its employees, among many other forwarders and their employees, alleging possible anti-competitive behavior contrary to Brazilian rules on competition. We

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intend to respond to this proceeding within 30 days after the last defendant in this global proceeding has been notified, which has not yet occurred.

In May 2012, the Competition Commission of Singapore informed us that it was contemplating an administrative investigation into possible alleged cartel activity in the international freight forwarding market. In January 2013, we provided information and documents related to the air Automated Manifest System (AMS) fee in response to a notice we received in November 2012 from the Competition Commission of Singapore requesting the information and indicating that the commission suspected that we engaged in alleged anti-competitive behavior relating to freight forwarding services to and from Singapore.

From time to time we may receive additional requests for information, documents and interviews from various governmental agencies with respect to these investigations, and we have provided, and may continue to provide in the future, further responses as a result of such requests.

We (along with numerous other global logistics providers) were named as a defendant in a federal antitrust class action lawsuit filed on January 3, 2008 in the U.S. District Court of the Eastern District of New York (Precision Associates, Inc., et. al. v. Panalpina World Transport (Holding) Ltd., et. al.). This lawsuit alleges that the defendants engaged in various forms of anti-competitive practices and seeks an unspecified amount of treble monetary damages and injunctive relief under U.S. antitrust laws. On December 5, 2012, we entered into a settlement agreement to resolve the entire portion of the lawsuit against us. The settlement has been preliminarily approved by the Court and is subject to final judicial approval after proper notice to the putative class. The Court has scheduled a hearing to take place on August 9, 2013 to determine whether to issue final approval of the settlement and to set the amount of class action counsel fees. We have denied any wrongdoing and have made no admission of liability by entering into this settlement. We do not expect there to be any material impact on our consolidated financial statements as a result of this settlement.

We have incurred, and we may in the future incur, significant legal fees and other costs in connection with these governmental investigations and lawsuits. If any regulatory body concludes that we have engaged in anti-competitive behavior, we could incur significant additional legal fees and other costs and penalties, which could include substantial fines, penalties and/or criminal sanctions against us and/or certain of our current or former officers, directors and employees, and we could be liable for damages. Any of these fees, costs, penalties, damages, sanctions or liabilities could have a material adverse effect on us and our financial results.

Per Transport Litigation. We are involved in litigation in Italy (in various 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 services 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. We have brought counter-claims for monetary damages in relation to warranty claims under the purchase agreement. The maximum total of all such actual and potential claims, albeit duplicated in several proceedings, is estimated to be approximately $12.4 million, based on exchange rates as of April 30, 2013. In connection with the Per Transport litigation, legal proceedings have also been brought against a former director and officer of the company and a current employee of the company. We fully support the actions of each of the two individuals involved and we are vigorously defending them in this matter. We have also agreed to indemnify these individuals in connection with these proceedings.

Item 1A. Risk Factors

Our business, financial condition and results of operations are subject to a number of factors, risks and uncertainties. There have been no material changes to the risk factors as disclosed under Part I, Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2013 filed with the SEC. The disclosures in our Annual Report on Form 10-K and in other reports and filings are not necessarily a definitive list of all factors that may affect our business, financial condition and future results of operations.

Item 5. Other Information.

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As previously disclosed in this From 10-Q, in June 2013 the company and the banks under the Global Credit Facilities and the company and a majority of the holders of the company’s 2013 Notes entered into agreements amending, effective April 30, 2013, the method of calculating the minimum debt service ratio covenant contained in the Global Credit Facilities and the 2013 Note Purchase Agreement. In this regard, attached to this Form 10-Q as 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, are the following: (i) First Amendment to Amended and Restated Letter of Credit and Cash Draw Agreement dated June 5, 2013 among the Company, certain of its subsidiaries, and Nedbank Limited acting through its London Branch, (ii) Amendment No. 1 to Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and Bank of the West, (iii) letter of amendment dated June 5, 2013 from Commerzbank AG, (iv) First Amendment Agreement dated June 5, 2013 among the Company, certain of its subsidiaries, The Prudential Insurance Company of America and other holders of the company’s 2013 Notes and (v) First Amendment to Amended and Restated Letter of Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries, and The Royal Bank of Scotland N.V (the RBS Amendment). The RBS Amendment also extended the maturity date of the 2011 RBS Facility from June 24, 2013 to June 24, 2014. These exhibits are hereby incorporated herein by reference.

As previously reported by the Company, on April 22, 2013, the Company entered into a letter agreement with P2 Capital Partners, LLC (“P2 Capital”), which provided that the Company was to enter into a Registration Rights Agreement with P2 Capital. Pursuant to such letter agreement, on June 6, 2013, the Company and certain holders of the Company’s ordinary shares affiliated with P2 Capital (collectively, the “Holders”) entered into a Registration Rights Agreement (the “Rights Agreement”). Subject to the terms and conditions contained in the Rights Agreement, the Holders have the right to demand that the Company file no more than two shelf registration statements on their behalf and also have piggyback registration rights. The Rights Agreement contains terms and conditions customary for such agreements and the Rights Agreement terminates on the first date that no manager, member, partner, officer, director or employee of any Holder or P2 Capital is a member of the Company’s Board of Directors. P2 Capital is a shareholder of the Company and Josh Paulson, a partner at P2 Capital, is a director of the Company. The foregoing description of the Rights Agreement is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached to this Form 10-Q as Exhibit 10.6 and is hereby incorporated herein by reference.

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Item 6. Exhibits

Exhibit	Description
3.1	Amended and Restated Memorandum of Association of the company (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, filed December 7, 2012)
3.2	Amended and Restated Articles of Association of the company (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K, filed December 7, 2012)
10.1	First Amendment to Amended and Restated Letter of Credit and Cash Draw Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and Nedbank Limited acting through its London Branch
10.2	Amendment No. 1 to Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and Bank of the West
10.3	Letter of amendment dated June 5, 2013 from Commerzbank AG
10.4	First Amendment Agreement dated June 5, 2013 among the Company, certain of its subsidiaries, The Prudential Insurance Company of America and other related entities as the holders of the Company’s 2013 Notes
10.5	First Amendment to Amended and Restated Letter of Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and The Royal Bank of Scotland N.V.
10.6	Registration Rights Agreement dated as of June 6, 2013 by and among UTi Worldwide Inc., P2 Capital Partners, LLC and the other parties thereto
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	Certification of Chief Executive Officer and 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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Definition Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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 7, 2013	By:	/s/ Eric W. Kirchner
		Eric W. Kirchner
		Chief Executive Officer
Date: June 7, 2013	By:	/s/ Richard G. Rodick
		Richard G. Rodick
		Executive Vice President – Finance and
		Chief Financial Officer
		Principal Financial Officer and
		Principal Accounting Officer

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EXHIBIT INDEX

Exhibit	Description
3.1	Amended and Restated Memorandum of Association of the company (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, filed December 7, 2012)
3.2	Amended and Restated Articles of Association of the company (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K, filed December 7, 2012)
10.1	First Amendment to Amended and Restated Letter of Credit and Cash Draw Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and Nedbank Limited acting through its London Branch
10.2	Amendment No. 1 to Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and Bank of the West
10.3	Letter of amendment dated June 5, 2013 from Commerzbank AG
10.4	First Amendment Agreement dated June 5, 2013 among the Company, certain of its subsidiaries, The Prudential Insurance Company of America and other holders of the Company’s 2013 Notes
10.5	First Amendment to Amended and Restated Letter of Credit Agreement dated June 5, 2013 among the Company, certain of its subsidiaries and The Royal Bank of Scotland N.V.
10.6	Registration Rights Agreement dated as of June 6, 2013 by and among UTi Worldwide Inc., P2 Capital Partners, LLC and the other parties thereto
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	Certification of Chief Executive Officer and 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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Definition Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

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