UTi WORLDWIDE INC - FORM 10-Q - September 3, 2010

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - UTi WORLDWIDE INC	Financial_Report.xls
EX-32 - EXHIBIT 32 - UTi WORLDWIDE INC	c02310exv32.htm
EX-31.1 - EXHIBIT 31.1 - UTi WORLDWIDE INC	c02310exv31w1.htm
EX-31.2 - EXHIBIT 31.2 - UTi WORLDWIDE INC	c02310exv31w2.htm

United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended July 31, 2010


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

For the transition period from to

000-31869

(Commission File Number)

UTi Worldwide Inc.

(Exact name of Registrant as Specified in its Charter)


British Virgin Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

9 Columbus Centre, Pelican Drive		c/o UTi, Services, Inc.
Road Town, Tortola		100 Oceangate, Suite 1500
British Virgin Islands		Long Beach, CA 90802 USA

(Addresses of Principal Executive Offices)

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

N/A
(Former Name, 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 þ No o

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 þ No o

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 þ		Accelerated filer o		Non-accelerated filer o		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

At September 2, 2010, the number of shares outstanding of the issuer’s ordinary shares was 101,789,486.

UTi Worldwide Inc.

Report on Form 10-Q
For the Quarter Ended July 31, 2010

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			53

Item 4. Controls and Procedures			53

PART II. Other Information			54

Item 1. Legal Proceedings			54

Item 1A. Risk Factors			56

Item 6. Exhibits			57

Signatures			58

Exhibit Index			59

Exhibit 31.1
Exhibit 31.2
Exhibit 32
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT

- i -

Part I. Financial Information


Item 1.		Financial Statements

Consolidated Statements of Income

For the three and six months ended July 31, 2010 and 2009

(in thousands, except share and per share amounts)


	Three months ended July 31,						Six months ended July 31,
	2010			2009			2010			2009
	(Unaudited)

Revenues	$	1,151,090		$	840,502		$	2,206,246		$	1,608,858


Purchased transportation costs		772,020			501,136			1,461,428			959,985
Staff costs		204,519			186,663			411,520			362,466
Depreciation		11,263			10,491			22,675			20,345
Amortization of intangible assets		3,163			2,812			6,507			5,449
Restructuring charges		—			—			—			1,231
Other operating expenses		126,224			116,992			251,263			219,122


Operating income		33,901			22,408			52,853			40,260
Interest income		3,344			2,233			5,903			4,956
Interest expense		(7,270	)		(4,531	)		(13,948	)		(10,707	)
Other income/(expense), net		171			(796	)		1,015			(998	)


Pretax income		30,146			19,314			45,823			33,511
Provision for income taxes		9,319			5,907			14,255			10,224


Net income		20,827			13,407			31,568			23,287

Net income attributable to noncontrolling interests		1,958			1,652			2,625			1,687


Net income attributable to UTi Worldwide Inc.	$	18,869		$	11,755		$	28,943		$	21,600


Basic earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	0.19		$	0.12		$	0.29		$	0.22

Diluted earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	0.19		$	0.12		$	0.28		$	0.21

Number of weighted average common shares outstanding used for per share calculations
Basic shares		100,631,550			99,930,796			100,360,009			99,796,544
Diluted shares		101,707,067			100,956,130			101,702,457			100,963,105

See accompanying notes to the consolidated financial statements.

- 2 -

Consolidated Balance Sheets

As of July 31, 2010 and January 31, 2010

(in thousands, except share amounts)


	July 31,			January 31,
	2010			2010
	(Unaudited)
ASSETS
Cash and cash equivalents	$	392,025		$	350,784
Trade receivables (net of allowance for doubtful accounts of $13,570 and $13,686 as of July 31, 2010 and January 31, 2010, respectively)		889,904			727,413
Deferred income taxes		17,187			16,917
Other current assets		125,407			111,575

Total current assets		1,424,523			1,206,689
Property, plant and equipment (net of accumulated depreciation of $189,519 and $171,972 as of July 31, 2010 and January 31, 2010, respectively)		187,086			180,422
Goodwill		416,523			414,791
Other intangible assets, net		65,921			72,182
Investments		853			1,717
Deferred income taxes		30,648			31,815
Other non-current assets		33,446			29,430


Total assets	$	2,159,000		$	1,937,046


LIABILITIES & EQUITY
Bank lines of credit	$	264,018		$	100,653
Short-term borrowings		10,195			8,032
Current portion of long-term borrowings		70,578			69,934
Current portion of capital lease obligations		17,125			16,832
Trade payables and other accrued liabilities		790,490			731,518
Income taxes payable		4,995			1,929
Deferred income taxes		3,372			3,503

Total current liabilities		1,160,773			932,401

Long-term borrowings, excluding current portion		62,173			99,097
Capital lease obligations, excluding current portion		23,441			23,892
Deferred income taxes		30,865			32,874
Retirement fund obligations		6,498			8,123
Other non-current liabilities		27,600			26,377

Commitments and contingencies

UTi Worldwide Inc. shareholders’ equity:
Common stock — ordinary shares of no par value: 101,751,428 and 100,900,556 shares issued and outstanding as of July 31, 2010 and January 31, 2010, respectively		472,241			464,731
Retained earnings		396,385			373,548
Accumulated other comprehensive loss		(45,782	)		(46,904	)

Total UTi Worldwide Inc. shareholders’ equity		822,844			791,375
Noncontrolling interests		24,806			22,907

Total equity		847,650			814,282


Total liabilities and equity	$	2,159,000		$	1,937,046

See accompanying notes to the consolidated financial statements.

- 3 -

Consolidated Statements of Cash Flows

For the six months ended July 31, 2010 and 2009

(in thousands)


	Six months ended
	July 31,
	2010			2009
	(Unaudited)
OPERATING ACTIVITIES:
Net income	$	31,568		$	23,287
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:
Share-based compensation costs, net		4,062			4,375
Depreciation		22,675			20,345
Amortization of intangible assets		6,507			5,449
Amortization of debt issuance costs		1,448			86
Deferred income taxes		(1,464	)		320
Uncertain tax positions		135			—
Tax benefit relating to share-based compensation		1,880			789
Excess tax benefit from share-based compensation		(61	)		—
Gain on disposal of property, plant and equipment		(123	)		(6,428	)
Provision for doubtful accounts		2,451			867
Other		290			(1,668	)
Changes in operating assets and liabilities:
(Increase)/decrease in trade receivables		(164,928	)		92,168
Increase in other assets		(2,168	)		(5,616	)
Increase/(decrease) in trade payables		42,458			(59,761	)
Increase/(decrease) in accrued liabilities and other liabilities		6,741			(7,911	)

Net cash (used in)/provided by operating activities		(48,529	)		66,302

INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(19,718	)		(16,752	)
Proceeds from disposal of property, plant and equipment		797			10,949
Net (increase)/decrease in other non-current assets		(2,435	)		504
Acquisitions and contingent earn-out payments		(3,449	)		(2,043	)
Other		(160	)		352

Net cash used in investing activities		(24,965	)		(6,990	)

FINANCING ACTIVITIES:
Borrowings from bank lines of credit		111,788			12,334
Repayments of bank lines of credit		(5,102	)		(23,863	)
Net borrowings/(repayments) under revolving bank lines of credit		56,562			(23,130	)
Net increase/(decrease) in short-term borrowings		548			(2,124	)
Proceeds from issuance of long-term borrowings		79			56,498
Repayment of long-term borrowings		(37,891	)		(36,956	)
Debt issuance costs		—			(4,206	)
Repayment of capital lease obligations		(10,389	)		(10,737	)
Dividends paid to noncontrolling interests		(1,719	)		(998	)
Net proceeds from issuance of ordinary shares		3,388			489
Excess tax benefit from share-based compensation		61			—
Dividends paid		(6,106	)		—

Net cash provided by/(used in) financing activities		111,219			(32,693	)

Effect of foreign exchange rate changes on cash and cash equivalents		3,516			34,040

Net increase in cash and cash equivalents		41,241			60,659
Cash and cash equivalents at beginning of period		350,784			256,869


Cash and cash equivalents at end of period	$	392,025		$	317,528

See accompanying notes to the consolidated financial statements.

- 4 -

Notes to the Consolidated Financial Statements
For the three and six months ended July 31, 2010 and 2009 (Unaudited)

NOTE 1. Presentation of Financial Statements

Basis of Presentation

In the opinion of management, the accompanying unaudited 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 July 31, 2010 and January 31, 2010, the consolidated statements of income for the three and six months ended July 31, 2010 and 2009 and the consolidated statements of cash flows for the six months ended July 31, 2010 and 2009. 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 have been condensed and 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 and six months ended July 31, 2010 are not necessarily indicative of the results of operations that may be expected for the fiscal year ending January 31, 2011 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 year ended January 31, 2010.

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

Income Taxes

Under 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 could 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.”

Segment Reporting

The Company’s reportable business segments are Freight Forwarding and 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. Corporate office expenses, eliminations, and various holding companies within the group structure have been presented separately.

Foreign Currency Translation

Included in other income, net, are net gains on foreign exchange of $359 and $1,392, for the three and six months ended July 31, 2010, respectively. Included in other income, net, are net gains on foreign exchange of $46 and net losses of $144, for the three and six months ended July 31, 2009, respectively.

- 5 -

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 $360,159 of these deposits was not insured by the Federal Deposit Insurance Corporation (FDIC) or similar entities outside of the United States (U.S.) as of July 31, 2010.

Call and Put Options

In connection with the Company’s merger of one of its subsidiaries with Newlog, Ltd. during fiscal 2008, the Company obtained an option providing it with the right to call the minority partner’s shares of the subsidiary under certain circumstances, including a change in control of the minority partner. The Company recorded an asset related to this call option in other non-current assets. The amount recorded represents the difference between the estimated strike price and the estimated fair value of the subsidiary equity held by the minority partner, if the call option becomes exercisable. The amounts included in other non-current assets were $501 and $476 at July 31, 2010 and January 31, 2010, respectively.

Additionally, the Company granted an option providing the minority partner with the right to call the Company’s shares of the subsidiary in the event the Company does not exercise its right, under specific circumstances, to call the minority partner’s shares. The Company recorded a liability related to this option in other non-current liabilities. The amounts included in other non-current liabilities were $862 and $811 at July 31, 2010 and January 31, 2010, respectively.

In connection with the formation of a partnership in South Africa that holds the shares of a subsidiary that distributes pharmaceutical supplies and equipment, the Company granted a put option to the minority partner (South Africa Minority Put) providing the partner with a right to put their 25.1% share of the partnership to the Company in fiscal 2011. The liability associated with this put option at July 31, 2010 and January 31, 2010 was determined to be zero. The Company estimates that the purchase price to be paid in connection with the exercise of the put option to be approximately $8,535, although the price remains subject to finalization. The Company believes that the expected purchase price is substantially less than the fair value of the minority partner’s interest in the partnership. See Note 15, “Subsequent Event.”

Fair Values of Financial Instruments

The estimated fair value of financial instruments has 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, short-term borrowings, trade payables and other accrued liabilities, long-term borrowings, call and put options, and forward contracts and other derivative instruments. With the exception of the Company’s senior unsecured guaranteed notes and the call and put options, the carrying value 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 of July 31, 2010 and January 31, 2010, the fair value of the Company’s 6.31% senior unsecured guaranteed notes was $66,852 and $99,569, respectively, compared to a book value of $66,667 and $100,000, respectively, for each of these periods. As discussed further in Note 11, “Borrowings” on July 9, 2009, the Company issued $55,000 of senior unsecured guaranteed notes bearing an interest rate of 8.06%. As of July 31, 2010 and January 31, 2010, the fair value of these notes was $56,083 and $55,053, respectively, compared to a book value of $55,000 for each of these periods. The call and put options are recorded at their estimated fair value. For further information, see Note 1, “Call and Put Options.”

- 6 -

Sale of Property

Effective April 1, 2009, the Company disposed of property located in South Africa for a sale price of $8,130. The property was comprised of land and buildings with carrying values of $572 and $967, respectively, all of which was included within corporate in the segment disclosure in Note 5, “Segment Reporting”. After adjusting for the net costs of the assets sold and for expenses associated with the sale, the Company realized a pre-tax gain of $6,271, which was recorded in other operating expenses in the consolidated statements of income for the six months ended July 31, 2009.

Change in Cash Flow Presentation

In the consolidated statements of cash flows, the Company has presented gross borrowings on certain lines of credit with original repayment terms of greater than three months, separate from the repayments on those lines of credit for the six months ended July 31, 2010. The presentation of these lines of credit was previously reflected on a net basis for the six months ended July 31, 2009. The change has no impact on cash flows from financing activities or any other financial statement information.

Recent Accounting Pronouncements

Adoption of New Accounting Standards

There were no accounting standards adopted during the three months ended July 31, 2010 that had a material impact on our consolidated financial statements.

Standards Issued But Not Yet Effective

Other new pronouncements issued but not effective until after July 31, 2010 are not expected to have a significant effect on our consolidated financial position or results of operations.

NOTE 2. Acquisitions

All acquired businesses are primarily engaged in providing logistics management, including international air and ocean freight forwarding, customs brokerage, contract logistics services and transportation management services. The results of acquired businesses have been included in the Company’s consolidated financial statements from the effective dates of acquisition.

Effective May 25, 2010, the Company acquired the remaining outstanding shares of EMAsu2, Ltd. (EMA Ireland), of which the Company already held a non-controlling financial interest that was acquired through the Company’s acquisition of EMA Ireland’s parent company near the end of fiscal 2010. The total consideration for the previously unheld shares of EMA Ireland totaled $648. The purchase price includes contingent consideration estimated to be $300 which is based on projected net revenues from a specific client for the four years ending January 31, 2014. The purchase price exceeded the estimated fair value of the net assets acquired and non-controlling interest adjusted, and accordingly, $1,282 was allocated to goodwill, all of which is included in the Company’s Contract Logistics and Distribution segment. The estimated fair value of the net assets acquired and non-controlling interests adjusted is preliminary. A valuation of the net assets acquired is being conducted and final allocations will be made when completed.

Effective December 21, 2009, the Company acquired the remaining outstanding shares of Exel MPL-A.V.B.A., LP (EMA Israel), of which the Company already held a controlling financial interest that was acquired through the Company’s acquisition of EMA Israel’s parent company in early fiscal 2010. The Company has been consolidating the financial results of EMA Israel from the time the controlling financial interest was obtained in the prior year. In connection with this acquisition, the Company obtained the remaining non-controlling financial interest in EMA Ireland. The purchase price of the previously unheld shares of EMA Israel totaled $6,500. The purchase price includes contingent consideration estimated to be $300, which is based on projected net revenues from a specific client for the four years ending January 31, 2014. The estimated difference between the fair values of the consideration paid and the non-controlling interest adjusted has been recognized in equity attributable to the Company as the change in ownership interest did not affect the Company’s controlling financial interest in EMA Israel. A valuation of the net assets acquired is being conducted and final allocations will be made when completed.

- 7 -

Effective October 16, 2009, the Company acquired the issued and outstanding shares of Tacisa Transitaria, S.L. (Tacisa), a Spanish freight forwarder. An employee of one of the Company’s Spanish subsidiaries held a majority ownership interest in Tacisa prior to the Company’s acquisition. The purchase price totaled $5,463, net of cash acquired of $750, and included contingent consideration of $4,734, which was paid in August 2010 based on the fiscal 2010 operating results of Tacisa. The acquisition expanded the Company’s freight forwarding coverage in Spain. The total cost of the acquisition has been allocated to the assets acquired and liabilities assumed based on their estimated fair values at the date of acquisition. The preliminary allocation resulted in an excess of the purchase price over the fair value of the acquired net assets, and accordingly, $3,151 was allocated to goodwill, all of which is included in the Company’s Freight Forwarding segment. The Company is currently determining whether the goodwill is deductible for tax purposes.

The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition that was recorded for Tacisa, which was subsequently revised upon the finalization and payment of the contingent consideration as indicated in the paragraph above. A valuation of the assets acquired and liabilities assumed is being conducted and the final allocation will be made when completed.


Current assets	$	3,237
Goodwill		3,151
Acquired intangible assets		3,476
Other non-current assets		55

Total assets acquired		9,919
Liabilities assumed		(2,515	)
Deferred income taxes		(1,043	)

Net assets acquired	$	6,361

Combined revenues attributable to EMA Ireland, EMA Israel and Tacisa were $14,464 and $26,742, for the three and six months ended July 31, 2010, respectively. Net income attributable to UTi Worldwide, Inc. as a result of these acquisitions totaled $244 and $498, for the three and six months ended July 31, 2010, respectively. The following supplemental pro forma information summarizes the results of operations of EMA Ireland, EMA Israel and Tacisa for the three and six months ended July 31, 2009, as if the acquisitions had occurred at the beginning of the period presented. The pro forma information is not necessarily indicative of the actual operating results that would have been obtained if the acquisitions had occurred at the beginning of the period presented or may be obtained in the future.


			Net income
			attributable to		Diluted
			UTi Worldwide		earnings
	Revenue		Inc.		per share*
Three months ended July 31, 2009:

As reported	$	840,502	$	11,755	$	0.12
Acquisitions		5,230		140		—

Total	$	845,732	$	11,895	$	0.12


			Net income
			attributable to		Diluted
			UTi Worldwide		earnings
	Revenue		Inc.		per share*
Six months ended July 31, 2009:

As reported	$	1,608,858	$	21,600	$	0.21
Acquisitions		10,578		132		0.01

Total	$	1,619,436	$	21,732	$	0.22


*		Diluted pro forma earnings per share were calculated using 100,956,130 and 100,963,105 diluted ordinary shares for the three and six months ended July 31, 2009, respectively.

- 8 -

NOTE 3. Earnings per Share

Earnings per share are calculated as follows:


	Three months ended				Six months ended
	July 31,				July 31,
	2010		2009		2010		2009
Amounts attributable to UTi Worldwide Inc. common shareholders:
Net income	$	18,869	$	11,755	$	28,943	$	21,600

Weighted average number of ordinary shares		100,631,550		99,930,796		100,360,009		99,796,544

Incremental shares required for diluted earnings per share related to stock options/restricted share units		1,075,517		1,025,334		1,342,448		1,166,561

Diluted weighted average number of ordinary shares		101,707,067		100,956,130		101,702,457		100,963,105


Basic earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	0.19	$	0.12	$	0.29	$	0.22

Diluted earnings per common share attributable to UTi Worldwide Inc. common shareholders	$	0.19	$	0.12	$	0.28	$	0.21

Cash dividends declared per common share	$	0.06	$	—	$	0.06	$	—

Weighted-average diluted shares outstanding exclude 3,097,130 and 3,082,758 shares for the three and six months ended July 31, 2010, respectively, and exclude 3,794,394 and 3,804,613 shares for the three and six months ended July 31, 2009, respectively, because such shares represent stock options that have exercise prices in excess of the average market price of the Company’s common stock during the relevant period, and were therefore anti-dilutive.

- 9 -

NOTE 4. Shareholders’ Equity

Certain information regarding changes in shareholders’ equity and noncontrolling interests are as follows:

UTi Worldwide Inc. Shareholders’ Equity


						Accumulated
						other
	Common		Retained			comprehensive			Noncontrolling
	stock		earnings			loss			interests			Total

Balance at February 1, 2010	$	464,731	$	373,548		$	(46,904	)	$	22,907		$	814,282
Employee share-based compensation plans		7,510		—			—			—			7,510
Net income		—		28,943			—			2,625			31,568
Foreign currency translation adjustment and other		—		—			1,122			993			2,115
Dividends		—		(6,106	)		—			—			(6,106	)
Distributions to noncontrolling interests		—		—			—			(1,719	)		(1,719	)

Balance at July 31, 2010	$	472,241	$	396,385		$	(45,782	)	$	24,806		$	847,650


Balance at February 1, 2009	$	450,553	$	338,461		$	(112,268	)	$	16,224		$	692,970
Employee share-based compensation plans		4,862		—			—			—			4,862
Net income		—		21,600			—			1,687			23,287
Foreign currency translation adjustment and other		—		—			59,837			3,732			63,569
Distributions to noncontrolling interests		—		—			—			(197	)		(197	)

Balance at July 31, 2009	$	455,415	$	360,061		$	(52,431	)	$	21,446		$	784,491

Other comprehensive income is comprised of the following:


	Three months ended					Six months ended
	July 31,					July 31,
	2010			2009		2010		2009

Net income	$	20,827		$	13,407	$	31,568	$	23,287
Other comprehensive income, net of tax:
Foreign currency translation adjustments and other		(5,354	)		36,209		2,115		63,569

Comprehensive income		15,473			49,616		33,683		86,856
Comprehensive income attributable to noncontrolling interests		2,094			2,518		3,618		5,419

Comprehensive income attributable to UTi Worldwide Inc.	$	13,379		$	47,098	$	30,065	$	81,437

- 10 -

NOTE 5. Segment Reporting

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


	Three months ended July 31, 2010
			Contract
			Logistics
	Freight		and
	Forwarding		Distribution		Corporate			Total

Revenues	$	808,990	$	342,100	$	—		$	1,151,090


Purchased transportation costs		635,147		136,873		—			772,020
Staff costs		94,363		104,664		5,492			204,519
Depreciation		3,965		7,277		21			11,263
Amortization of intangible assets		1,000		2,163		—			3,163
Other operating expenses		46,513		74,047		5,664			126,224

Total operating expenses		780,988		325,024		11,177			1,117,189


Operating income/(loss)	$	28,002	$	17,076	$	(11,177	)		33,901

Interest income									3,344
Interest expense									(7,270	)
Other income, net									171

Pretax income									30,146
Provision for income taxes									9,319

Net income									20,827
Net income attributable to noncontrolling interests									1,958

Net income attributable to UTi Worldwide Inc.								$	18,869

Capital expenditures	$	5,687	$	5,338	$	7,396		$	18,421

Segment assets	$	1,286,621	$	748,540	$	123,839		$	2,159,000

- 11 -


	Three months ended July 31, 2009
			Contract
			Logistics
	Freight		and
	Forwarding		Distribution		Corporate			Total

Revenues	$	539,364	$	301,138	$	—		$	840,502


Purchased transportation costs		390,259		110,877		—			501,136
Staff costs		85,397		97,637		3,629			186,663
Depreciation		3,722		6,664		105			10,491
Amortization of intangible assets		987		1,825		—			2,812
Other operating expenses		38,313		71,403		7,276			116,992

Total operating expenses		518,678		288,406		11,010			818,094


Operating income/(loss)	$	20,686	$	12,732	$	(11,010	)		22,408

Interest income									2,233
Interest expense									(4,531	)
Other expense, net									(796	)

Pretax income									19,314
Provision for income taxes									5,907

Net income									13,407
Net income attributable to noncontrolling interests									1,652

Net income attributable to UTi Worldwide Inc.								$	11,755

Capital expenditures	$	5,903	$	6,025	$	2,414		$	14,342

Segment assets	$	982,584	$	692,902	$	110,702		$	1,786,188

- 12 -


	Six months ended July 31, 2010
			Contract
			Logistics
	Freight		and
	Forwarding		Distribution		Corporate			Total

Revenues	$	1,530,764	$	675,482	$	—		$	2,206,246


Purchased transportation costs		1,197,482		263,946		—			1,461,428
Staff costs		188,753		211,641		11,126			411,520
Depreciation		7,797		14,505		373			22,675
Amortization of intangible assets		2,030		4,477		—			6,507
Other operating expenses		92,883		147,071		11,309			251,263

Total operating expenses		1,488,945		641,640		22,808			2,153,393


Operating income/(loss)	$	41,819	$	33,842	$	(22,808	)		52,853

Interest income									5,903
Interest expense									(13,948	)
Other income, net									1,015

Pretax income									45,823
Provision for income taxes									14,255

Net income									31,568
Net income attributable to noncontrolling interests									2,625

Net income attributable to UTi Worldwide Inc.								$	28,943

Capital expenditures	$	9,421	$	8,298	$	11,466		$	29,185

Segment assets	$	1,286,621	$	748,540	$	123,839		$	2,159,000

- 13 -


	Six months ended July 31, 2009
			Contract
			Logistics
	Freight		and
	Forwarding		Distribution		Corporate			Total

Revenues	$	1,032,954	$	575,904	$	—		$	1,608,858


Purchased transportation costs		749,623		210,362		—			959,985
Staff costs		166,302		189,015		7,149			362,466
Depreciation		7,349		12,792		204			20,345
Amortization of intangible assets		1,813		3,636		—			5,449
Restructuring charges		—		—		1,231			1,231
Other operating expenses		76,178		136,894		6,050			219,122

Total operating expenses		1,001,265		552,699		14,634			1,568,598


Operating income/(loss)	$	31,689	$	23,205	$	(14,634	)		40,260

Interest income									4,956
Interest expense									(10,707	)
Other expense, net									(998	)

Pretax income									33,511
Provision for income taxes									10,224

Net income									23,287
Net income attributable to noncontrolling interests									1,687

Net income attributable to UTi Worldwide Inc.								$	21,600

Capital expenditures	$	8,989	$	10,477	$	3,392		$	22,858

Segment assets	$	982,584	$	692,902	$	110,702		$	1,786,188

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:


	Three months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Revenue		Revenue		Total		Revenue		Revenue		Total

EMENA	$	229,934	$	62,889	$	292,823	$	202,916	$	59,994	$	262,910
Americas		165,538		182,852		348,390		113,623		157,439		271,062
Asia Pacific		316,969		11,132		328,101		160,965		9,479		170,444
Africa		96,549		85,227		181,776		61,860		74,226		136,086

Total	$	808,990	$	342,100	$	1,151,090	$	539,364	$	301,138	$	840,502

- 14 -


	Six months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Revenue		Revenue		Total		Revenue		Revenue		Total

EMENA	$	460,328	$	128,083	$	588,411	$	386,748	$	113,550	$	500,298
Americas		315,638		356,156		671,794		219,711		309,384		529,095
Asia Pacific		572,031		20,319		592,350		306,480		16,788		323,268
Africa		182,767		170,924		353,691		120,015		136,182		256,197

Total	$	1,530,764	$	675,482	$	2,206,246	$	1,032,954	$	575,904	$	1,608,858

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


	Three months ended				Six months ended
	July 31,				July 31,
	2010		2009		2010		2009

Revenues:
Airfreight forwarding	$	419,439	$	270,010	$	787,131	$	509,298
Ocean freight forwarding		304,626		205,548		576,458		397,614
Customs brokerage		26,611		23,363		52,046		43,312
Contract logistics		179,299		157,736		356,309		300,662
Distribution		121,219		104,514		238,593		203,014
Other		99,896		79,331		195,709		154,958

Total	$	1,151,090	$	840,502	$	2,206,246	$	1,608,858


Purchased transportation costs:
Airfreight forwarding	$	336,119	$	197,906	$	629,661	$	373,262
Ocean freight forwarding		257,782		162,865		484,968		315,275
Customs brokerage		2,248		1,564		3,818		2,682
Contract logistics		41,563		28,787		77,286		52,178
Distribution		83,921		69,399		163,038		135,898
Other		50,387		40,615		102,657		80,690

Total	$	772,020	$	501,136	$	1,461,428	$	959,985

NOTE 6. Goodwill and Other Intangible Assets

The changes in the carrying amount of goodwill by reportable segment for the six months ended July 31, 2010 are as follows:


				Contract
				Logistics
	Freight			and
	Forwarding			Distribution			Total

Balance at February 1, 2010	$	170,034		$	244,757		$	414,791
Acquisitions and contingent earn-out payments		—			1,282			1,282
Fair value adjustments		508			(2,035	)		(1,527	)
Foreign currency translation		(1,587	)		3,564			1,977

Balance at July 31, 2010	$	168,955		$	247,568		$	416,523

- 15 -

Amortizable intangible assets as of July 31, 2010 and January 31, 2010 relate primarily to the estimated fair value of the client relationships acquired with respect to certain acquisitions. The carrying values of amortizable intangible assets as of July 31, 2010 and January 31, 2010 were as follows:


	Gross					Net		Weighted
	carrying		Accumulated			carrying		average/life
	Value		amortization			value		years
As of July 31, 2010:
Client relationships	$	105,382	$	(42,329	)	$	63,053		6.5
Non-compete agreements		3,110		(2,929	)		181		1.3
Other		4,591		(2,902	)		1,689		2.1

Total	$	113,083	$	(48,160	)	$	64,923


As of January 31, 2010:
Client relationships	$	105,320	$	(36,586	)	$	68,734		9.6
Non-compete agreements		3,048		(2,797	)		251		3.1
Other		4,473		(2,270	)		2,203		3.7

Total	$	112,841	$	(41,653	)	$	71,188

Amortization expense totaled $3,163 and $6,507 for the three and six months ended July 31, 2010, respectively, and $2,812 and $5,449 for the three and six months ended July 31, 2009, respectively. The following table shows the expected amortization expense for these intangible assets for the current fiscal year and each of the next four fiscal years ending January 31,


2011	$	11,781
2012		11,236
2013		10,641
2014		10,025
2015		7,626

In addition to its amortizable intangible assets, the Company also has $998 and $994 of intangible assets not subject to amortization as of July 31, 2010 and January 31, 2010, respectively, related primarily to acquired trade names.

In accordance with ASC 350, Intangibles — Goodwill and Other, the Company completed the required annual impairment tests during the second quarter ended July 31, 2010. No impairment was determined based on the results of the annual impairment tests.

NOTE 7. Supplemental Cash Flow Information

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


	Six months ended
	July 31,
	2010		2009

Net cash paid for:
Interest	$	15,765	$	10,748
Income taxes		17,406		13,527
Withholding taxes		377		854
Non-cash activities:
Capital lease obligations incurred to acquire assets		9,467		6,106

- 16 -

UTi is a holding company that relies on dividends or advances from its subsidiaries to meet its financial obligations and to pay dividends on its ordinary shares. The ability of UTi’s subsidiaries to pay dividends to the Company and UTi’s ability to receive distributions is subject to applicable local law and other restrictions including, but not limited to, applicable tax laws and limitations contained in some of the Company’s bank credit facilities and in the note purchase agreements for the Company’s outstanding senior notes. Such laws and restrictions could limit the payment of dividends and distributions to the Company which would restrict UTi’s ability to continue operations. In general, UTi’s subsidiaries cannot pay dividends in excess of their retained earnings and most countries require that the subsidiaries pay a distribution tax on all dividends paid. In addition, the amount of dividends that UTi’s subsidiaries could declare may be limited in certain countries by exchange controls. Total net assets which may not be transferred to the Company 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 a loss contingency relating to any of 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 or 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 and 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 affect on our consolidated results of operations for that period or future periods. As of the date of these consolidated financial statements, we are not a party to any material litigation except as described below.

Industry-Wide Anti-Trust Investigation

In June 2007, we responded to a grand jury subpoena requesting documents in connection with the United States Department of Justice’s (U.S. DOJ) investigation into the pricing practices in the international freight forwarding and cargo transportation industry which had been served on us in June 2006. On October 10, 2007, the U.S. DOJ executed a search warrant on us at our offices in Long Beach, California, and served one of our subsidiaries with a subpoena requesting numerous documents and other materials in connection with its investigation of the international freight forwarding and cargo transportation industry. In addition to its previous request for documents regarding air freight forwarding, the U.S. DOJ also requested that we produce various documents regarding ocean freight forwarding. We believe we are a subject of the U.S. DOJ investigation.

On October 25, 2007, one of our subsidiaries received a notice from the New Zealand Commerce Commission that it was conducting an investigation in relation to international freight forwarding services in New Zealand and requesting that we provide documents and information as it relates to New Zealand. Our subsidiary responded to the request from the New Zealand Commerce Commission on December 21, 2007. In June 2010, the New Zealand Commerce Commission informed us that their investigation concerning us was closed.

In June 2008 and February 2009, we received a request for information issued by the European Commission (EC) requesting information and records relating to the EC’s ongoing investigation of alleged anti-competitive behavior relating to freight forwarding services in the European Union/European Economic Area. In July 2008 and March 2009, we submitted responses to these requests. In February 2010, in connection with the EC’s ongoing investigation, the EC sent a Statement of Objections to us and a number of other freight forwarding and logistics providers. The Statement of Objections alleges infringements of European Union competition law with respect to various surcharges. We responded in writing to the EC’s Statement of Objections in April 2010. We attended a hearing in July 2010 to discuss our position with the EC officials.

- 17 -

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 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.

In November 2009, one of our subsidiaries received a summons from the South African Competition Commission requesting certain information and records in connection with its ongoing investigation of alleged anti-competitive behavior relating to the market for air freight forwarding services in South Africa. In January 2010, we responded to this request.

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

We (along with several other global logistics providers) have been named as a defendant in a federal antitrust class action lawsuit filed on January 3, 2008 in the United States 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.

We have incurred, and we expect to continue to incur, significant legal fees and other costs in connection with these governmental investigations and lawsuits. If the U.S. DOJ, the EC, or any other regulatory body concludes that we have engaged in anti-competitive behavior, we could incur significant additional legal fees and other costs, which could include fines and/or penalties, which may be material to our consolidated financial statements.

South Africa Revenue Service Matter

The Company is involved in a dispute with the South African Revenue Service where the Company makes use of “owner drivers” for the collection and delivery of cargo. The South African Revenue Service is claiming that the Company is liable for employee taxes in respect of these owner drivers. The Company has objected to this claim and together with its legal and tax advisors, believes that the Company is in full compliance with the relevant sections of the income tax act governing this situation and has no tax liability in respect of these owner drivers. The amount claimed by the South African Revenue Service is approximately $9,805 based on exchange rates as of July 31, 2010.

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) 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 total of all such actual and potential claims, albeit duplicated in several proceedings, is approximately $12,379 based on exchange rates as of July 31, 2010. 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 has agreed to indemnify these individuals in connection with these proceedings. There were no material developments concerning this matter during the first half of fiscal 2011.

- 18 -

Artwork Matter

The Company was previously engaged through various indirect subsidiaries in the business of transportation and storage of fine works of art. A client of one of these subsidiaries previously alleged that during several weeks of June 2007 a malfunctioning climate-control unit at such subsidiaries’ warehouses may have caused numerous works of art to be exposed to humidity levels beyond what are considered normal storage conditions. The Company received communication from the client that several works of art may have been affected by the humidity; however no claim was ever filed by the client and it is not known whether the works suffered any depreciation beyond normal restoration costs. The Company sold this business and the related indirect subsidiaries during fiscal 2009, although it remains liable for any liabilities associated with this matter. In May 2010, the Company was made aware that the former client’s insurance company made a related payment to the former client in an amount that is not material to the Company as a whole. Based on all the facts and circumstances, the Company has determined that although materially unfavorable outcomes in this matter may be possible, they are considered to be remote.

Big Baboon Patent Litigation

The Company and one of its subsidiaries (along with sixteen other global corporations) were named as defendants by a patent holding company, in a patent infringement lawsuit filed on May 7, 2009, in the United States District Court for the Central District of California (Big Baboon, Inc. v. Dell Inc., et. al.). On May 12, 2010, after discovery regarding the eMpower software tools, the plaintiff dismissed its lawsuit against the Company and subsidiary without prejudice.

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 the qualifying retirement age.

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


	Three months ended						Six months ended
	July 31,						July 31,
	2010			2009			2010			2009

Service cost	$	134		$	106		$	273		$	205
Interest cost		454			445			916			839
Expected return on assets		(306	)		(244	)		(615	)		(454	)
Amortization of net actuarial loss		17			62			34			120

Net periodic pension cost	$	299		$	369		$	608		$	710

For the six months ended July 31, 2010 and 2009, the Company contributed approximately $689 and $906, respectively, to its defined benefit plans.

NOTE 10. Share-Based Compensation

On June 8, 2009, the Company’s shareholders approved the 2009 Long Term Incentive Plan (2009 LTIP). The plan provides for the issuance of a variety 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 July 31, 2010, 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).

- 19 -

Under the 2000 Employee Share Purchase Plan, eligible employees may purchase shares of the Company’s stock at 85% of the market price of the common stock at the beginning 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.

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

Since the 2009 LTIP was approved by the Company’s shareholders in June 2009, 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, however expenses relating to these awards are all recognized on a straight line basis over the applicable vesting period.

Employee Share-Based Compensation Activity

A summary of share-based compensation activity applicable to employee shared-based plans for the six months ended July 31, 2010 is as follows:


	2009 LTIP
			Weighted					Weighted
	Shares		average					average
	subject to		exercise		Restricted			grant date
	stock options		price		share units			fair value

Outstanding balance at February 1, 2010		—	$	—		46,232		$	13.05
Granted		8,408		12.58		1,005,488			17.01
Exercised/vested		—		—		(21,866	)		12.73
Cancelled/forfeited		—		—		(5,319	)		—

Outstanding balance at July 31, 2010		8,408	$	12.58		1,024,535		$	16.92


	2004 LTIP
				Weighted					Weighted
	Shares			average					average
	subject to			exercise		Restricted			grant date
	stock options			price		share units			fair value

Outstanding balance at February 1, 2010		1,827,663		$	20.32		1,794,895		$	18.00
Exercised/vested		(87,488	)		15.62		(394,796	)		17.35
Cancelled/forfeited		(95,895	)		22.34		(46,208	)		16.79

Outstanding balance at July 31, 2010		1,644,280		$	20.51		1,353,891		$	18.05


	2000 Stock Option Plan
	Shares			Weighted
	subject to			average
	stock options			exercise price
Outstanding balance at February 1, 2010		1,113,564		$	7.44
Exercised		(247,305	)		6.29
Cancelled/forfeited		(15,738	)		4.33

Outstanding balance at July 31, 2010		850,521		$	7.89

- 20 -

Share-Based Compensation Activity

A summary of share-based compensation activity applicable to the non-employee director share-based plans for the six months ended July 31, 2010 is as follows:



	2004
	Directors Incentive Plan					Directors Option Plan
				Weighted		Shares		Weighted
	Restricted			average		subject to		average
	share			grant date		stock		exercise
	units			fair value		options		price

Outstanding balance at February 1, 2010		30,457		$	12.36		81,000	$	10.33
Granted		39,970			14.01		—		—
Exercised/vested		(30,457	)		12.36		—		—


Outstanding balance at July 31, 2010		39,970		$	14.01		81,000	$	10.33

In connection with its share-based compensation plans, the Company recorded approximately $2,379 and $1,904 of share-based compensation expense for the three months ended July 31, 2010 and 2009, respectively, and approximately $4,062 and $4,375 of share-based compensation expense for the six months ended July 31, 2010 and 2009, respectively. As of July 31, 2010, the Company had approximately $25,848 of total unrecognized compensation related to share-based compensation to be expensed through April 2015.

NOTE 11. Borrowings

The Company utilizes a number of financial institutions to provide it with borrowings, letters of credit, guarantees and working capital facilities. Certain of these credit facilities are used for working capital and for issuing letters of credit to support the working capital and operational needs of various subsidiaries and to support various customs bonds and guarantees. In other cases, customs bonds and guarantees are issued directly by various financial institutions. In many cases, the use of these particular borrowings, letter of credit, guarantee, and working capital facilities is restricted to the country in which they originated although this is not always the case. These particular borrowings, letter of credit, guarantee, and working capital facilities may restrict distributions by the subsidiary operating in such country.

- 21 -

The following table presents information about the facility limits, aggregate amounts of borrowings outstanding as well as availability for borrowings under various bank lines and letters of credit and other credit facilities as of July 31, 2010.


					South
					African						Other
	ABN/RBS		Nedbank		Facilities		US Facility¹		Spain Facility²		Facilities		Total

Credit facility limit	$	50,000	$	61,000	$	130,788	$	25,000	$	25,000	$	105,569	$	397,357


Facility usage for cash items	$	9,104	$	51,002	$	64	$	25,000	$	22,816	$	57,575	$	165,561
Letters of credit and guarantees		37,035		6,768		75,219		—		—		42,630		161,652

Total	$	46,139	$	57,770	$	75,283	$	25,000	$	22,816	$	100,205	$	327,213


Available, unused capacity	$	3,861	$	3,230	$	55,505	$	—	$	2,184	$	5,364	$	70,144
Available for cash withdrawal	$	—	$	3,230	$	55,505	$	—	$	2,184	$	5,050	$	65,969


¹		Represents one of the Company’s two largest single-country credit facilities. This facility expires in May 2011.

²		Represents one of the Company’s two largest single-country credit facilities. This facility expires in April 2011.

ABN/RBS Letter of Credit Agreement

On July 9, 2009, the Company and certain of its subsidiaries entered into a letter of credit facility pursuant to an agreement with ABN AMRO N.V. (ABN) and The Royal Bank of Scotland plc. (the ABN/RBS Letter of Credit Agreement). The ABN/RBS Letter of Credit Agreement provided for an aggregate availability of up to $50,000 in letters of credit as of July 31, 2010. The facility matures on July 9, 2011. The Company’s obligations under the ABN/RBS Letter of Credit Agreement are guaranteed by the Company and selected subsidiaries.

Nedbank Letter of Credit Agreement

On July 9, 2009, the Company and certain of its subsidiaries also entered into a letter of credit facility pursuant to an agreement with Nedbank Limited, acting through its London Branch (the Nedbank Letter of Credit Agreement). The Nedbank Letter of Credit Agreement provided for an aggregate initial availability of up to $36,000 in letters of credit. On January 8, 2010, the Company and certain of its subsidiaries entered into an amendment to this agreement (First Nedbank Amendment) which temporarily increased the aggregate availability under the facility to $46,000 in letters of credit. The First Nedbank Amendment expired on March 1, 2010, after which the aggregate availability under the Nedbank Letter or Credit Agreement reverted to the original availability of $36,000 in letters of credit.

- 22 -

On July 23, 2010, UTi Worldwide Inc. (UTi) and certain of its subsidiaries as guarantors (collectively with UTi, the Obligors) entered into an Amendment to Letter of Credit Agreement (Third Nedbank Amendment). The Third Nedbank Amendment among other things increased the current “Maximum Draw Amount” (as such term is defined in the Nedbank Letter of Credit Agreement) under the Nedbank Letter of Credit Agreement by $25,000, from $36,000 to $61,000. In addition, the Third Nedbank Amendment provides that in no event shall any letter of credit) issued after July 23, 2010 under the Nedbank Letter of Credit Agreement have an expiration date later than July 9, 2011 unless otherwise agreed to by Nedbank. The Nedbank Letter of Credit Agreement matures on July 9, 2011. The Company’s obligations under the Nedbank Letter of Credit Agreement are guaranteed by the Company and selected subsidiaries.

Together, the Company refers to the ABN/RBS Letter of Credit Agreement and the Nedbank Letter of Credit Agreement as the “Letter of Credit Agreements.” Pursuant to the terms of the Letter of Credit Agreements, the Company is charged fees relating to, among other things, the issuance of letters of credit, the aggregate amount of letters of credit outstanding, and the unused portions of these facilities, all at the rates specified in the applicable agreement.

South African Facilities

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 with Nedbank Limited, acting through its Corporate Banking Division (the South African Facilities Agreement). The South African Facilities Agreement provides for a 650,000 South African rand revolving credit facility, which is comprised of a 400,000 South African rand working capital facility and a 250,000 South African rand letter of credit, guarantee and forward exchange contract facility. The South African Facilities Agreement also provides the Company’s South African operations with a 150,000 South African rand revolving asset-based finance facility, which includes, among other things, a capital lease line. 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 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.

Overdrafts under the new 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 London Interbank Offered Rate (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 the Company’s subsidiaries party to the South African Facilities Agreement and Nedbank.

In addition to the facilities described above, the South African entities 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 July 31, 2010 the value of these bonds was $42,268.

During the second quarter ended July 31, 2010, the Company entered into a number of new credit facilities with aggregate borrowing credit facility limits of approximately $65,000. Such facilities include those entered into by the Company’s subsidiaries in the U.S. and Spain as well as a borrowing by the parent company, UTi Worldwide, Inc. and generally expire on various dates in calendar 2011 and bear interest at rates determined based on certain benchmark interest rates plus a margin as specified in the underlying agreements. Total borrowings outstanding under such facilities totaled approximately $62,800 at July 31, 2010.

Cash Pooling Arrangement

A significant number of our subsidiaries participate in a cash pooling arrangement which is used by us to fund liquidity needs of the subsidiaries. The cash pooling arrangement has no stated maturity date and yields and bears interest at varying rates. The facility does not permit aggregate outstanding withdrawals by our subsidiaries under the arrangement to exceed the aggregate amount of cash deposits by our subsidiaries in the arrangement at any one time, as determined on a global basis. At July 31, 2010, cash deposits exceeded to cash withdrawals. Under this arrangement, cash withdrawals of $108,652 are included in bank lines of credit and cash deposits of $125,921 are included in cash and cash equivalents on our balance sheet at July 31, 2010.

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Senior Unsecured Guaranteed Notes

The following table presents information about the aggregate amount of the Company’s indebtedness pursuant to its outstanding senior unsecured guaranteed notes as of July 31, 2010.


	2006 Note		2009 Note
	Purchase		Purchase		Other
	Agreement		Agreement		Borrowings		Total

Current portion of long-term borrowings	$	66,668	$	—	$	3,910	$	70,578
Long-term borrowings, excluding current portion		—		55,000		7,173		62,173

Total	$	66,668	$	55,000	$	11,083	$	132,751

2009 Note Purchase Agreement

On July 9, 2009, the Company issued $55,000 of senior unsecured guaranteed notes (2009 Senior Notes) under a note purchase agreement (2009 Note Purchase Agreement), entered into among UTi, certain of its subsidiaries as guarantors and the purchasers named therein. The 2009 Senior Notes bear interest at a rate of 8.06% per annum, payable semi-annually, on the 9th day of February and August. The Company is required to repay approximately $9,167, or such lesser principal amount as shall then be outstanding, on February 9, 2012 and each February 9th and August 9th thereafter up to and including August 9, 2014. The 2009 Senior Notes mature on August 9, 2014. The Company’s obligations under the 2009 Senior Notes and the 2009 Note Purchase Agreement are guaranteed by the Company and selected subsidiaries.

2006 Note Purchase Agreement

On July 13, 2006, the Company issued $200,000 of senior unsecured guaranteed notes (the 2006 Senior Notes and, together with the 2009 Senior Notes, the Senior Notes) under a note purchase agreement (the 2006 Note Purchase Agreement, and together with the 2009 Note Purchase Agreement, the Note Purchase Agreements), entered into among UTi, certain of its subsidiaries as guarantors and the purchasers named therein. The 2006 Senior Notes bear interest at a rate of 6.31% per annum, payable semi-annually, on the 13th day of each January and July. The Company is required to repay approximately $33,333, or such lesser principal amount as shall then be outstanding, on each January 13th and July 13th up to and including July 13, 2011. The 2006 Senior Notes mature on July 13, 2011. The Company’s obligations under the 2006 Senior Notes and the 2006 Note Purchase Agreement are guaranteed by the Company and selected subsidiaries.

The Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements require the Company to comply with financial and other covenants and certain change of control provisions. Some of the covenants include maintaining a specified net worth, maintaining a specified ratio of total debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and minimum interest charge coverage requirements, among others. Should the Company fail to comply with these covenants and be unable to obtain any necessary amendments or waivers, all or a portion of the obligations under the Senior Notes, the Letter of Credit Agreements and the South African Facilities Agreement could become immediately due and payable and the Letter of Credit Agreements and the South African Facilities Agreement could be terminated and the credit, letter of credit, and guarantee facilities provided thereunder would no longer be available. The Company was in compliance with all the covenants set forth in the Note Purchase Agreements, the Letter of Credit Agreements and the South African Facilities Agreement as of July 31, 2010.

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Furthermore, the Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements each contain cross-default provisions with respect to other indebtedness, giving the lenders under the Letter of Credit Agreements and the South African Facilities Agreement and the note holders under the Note Purchase Agreements the right to declare a default if the Company defaults under other indebtedness in certain circumstances. Should the Company fail to comply with these provisions and be unable to obtain any necessary amendments or waivers, all or a portion of the obligations under the Senior Notes, the Letter of Credit Agreements and the South African Facilities Agreement could become immediately due and payable and the Letter of Credit Agreements and the South African Facilities Agreement could be terminated and the credit, letter of credit, and guarantee facilities provided thereunder would no longer be available.

Pursuant to the terms of the Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements, the Company is required to indemnify the lenders and others with respect to certain losses, liabilities and costs, those relating to income and other taxes, increased costs suffered as a result of, among other things, changes in laws or regulations, or other requirements which may be imposed by regulatory authorities from time to time, and increased costs suffered as a result of a default under the agreements. The indemnification obligations created by each respective agreement arose at the time such agreement was entered into and will continue in accordance with the terms of such agreement. The Company cannot currently estimate the maximum potential amount which could be payable pursuant to its indemnification obligations under these agreements. Liabilities for these indemnification obligations were not material to the Company as a whole as of the dates that each of the respective agreements was entered into. The Company has not recorded any liabilities related to the indemnification obligations as of July 31, 2010.

NOTE 12. Uncertain Tax Positions

A reconciliation of the total amounts of unrecognized tax positions and interest recognized in other non-current liabilities at the beginning and end of the period is as follows:


	Uncertain
	Tax
	Positions			Interest

Balance at February 1, 2010	$	8,234		$	2,088
Increase for tax positions taken during the current year		84			—
Interest		—			410
Foreign currency translation		(2	)		4

Balance at July 31, 2010	$	8,316		$	2,502

The Company recognizes interest and penalties related to uncertain tax positions as interest and other expense, respectively. The total amount of unrecognized tax benefits that would favorably affect our effective tax rate if recognized was $6,750 as of July 31, 2010. Tax years 2006 through 2010 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 July 31, 2010 will decrease by up to $3.0 million during the next twelve months. This reduction would have a favorable impact on the Company’s provision for income taxes.

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NOTE 13. Fair Value Disclosures

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 July 31, 2010, and indicate the fair value hierarchy of the valuation techniques utilized to determine such fair value.


			Fair Value Measurement at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
			Identical		Observable		Unobservable
	Balance at		Assets		Inputs		Inputs
	July 31, 2010		(Level 1)		(Level 2)		(Level 3)

Assets
Cash and cash equivalents	$	392,025	$	392,025	$	—	$	—
Forward exchange contracts		292		—		292		—
Other		501		—		—		501

Total	$	392,818	$	392,025	$	292	$	501


Liabilities
Forward exchange contracts	$	1,132	$	—	$	1,132	$	—
Other		862		—		—		862

Total	$	1,994	$	—	$	1,132	$	862

The following methods were used to measure the fair value of assets and liabilities:

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.

Other — Other financial assets and liabilities utilizing Level 3 inputs include minority call and put options granted to the Company and certain of the Company’s minority partners. These call and put options do not have any quoted prices, nor can they be valued using inputs based on observable market data. These investments are valued internally, based on the difference between the estimated strike price and the estimated fair value of the minority partner equity, when the call and put options become exercisable.

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The following table presents the changes in Level 3 instruments measured on a recurring basis for the six months ended July 31, 2010:


	Assets			Liabilities

Beginning balance at February 1, 2010	$	476		$	811
Net change in fair value included in earnings		30			61
Translation adjustment		(5	)		(10	)

Ending balance at July 31, 2010	$	501		$	862

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.

As of July 31, 2010, the Company had contracted to sell the following amounts under forward exchange contracts which all mature within 60 days of July 31, 2010: $7,620 in Euros; $24,009 in U.S. dollars; $1,207 in British pound sterling; and, $2,120 in other currencies. Changes in the fair value of forward exchange contracts are recorded within purchased transportation costs in the consolidated statements of income.

The Company does not designate foreign currency derivatives as hedges. Foreign currency derivative assets included in trade receivables were $292 and $273 at July 31, 2010 and January 31, 2010, respectively. Foreign currency liability derivatives included in trade payables and other accrued liabilities were $1,132 and $294 at July 31, 2010 and January 31, 2010, respectively. The Company recorded net losses on foreign currency derivatives of $719 and $840 for the three and six months ended July 31, 2010, respectively, and net gains on foreign currency derivatives of $30 and $14 for the three and six months ended July 31, 2009, respectively.

NOTE 15. Subsequent Event

On August 11, 2010, the Company received notification from the minority partner holding the South Africa Minority Put that the minority partner intends to exercise its right to require the Company to purchase such partner’s interest. The preliminary redemption value of $8,535 was paid on August 26, 2010, although this amount remains subject to further adjustments and finalization. The Company estimates the redemption value to be substantially less than the fair value of the minority partner’s interest in the partnership. The Company expects to record the difference between the redemption value and the carrying amount of the related noncontrolling interest as a component of shareholders’ equity.

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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.

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. The company serves its clients through a worldwide network of freight forwarding offices, and contract logistics and distribution centers.

The company’s operations are principally managed by core business operations. 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. As discussed above in Note 1 “Presentation of Financial Statements” of our Notes to the Consolidated Financial Statements, our operations are broken into the following reportable segments: Freight Forwarding and Contract Logistics and Distribution. Certain corporate office expenses, eliminations, and various holding companies within the group structure are presented separately.

Freight Forwarding Segment. As a freight forwarder, we conduct business as an indirect carrier for our clients or occasionally as an authorized agent for airlines and ocean carriers. We typically act as an indirect carrier with respect to shipments of freight unless the volume of freight to be shipped over a particular route is not large enough to warrant consolidating such freight with other shipments. In such situations, we usually forward the freight as an agent for the carrier.

We do not own or operate aircraft or ocean 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.

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

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 level of expertise that is required to perform the customs brokerage services. We provide customs brokerage services in connection with a majority of the shipments which we handle as both an airfreight and ocean freight forwarder. We also provide customs brokerage services in connection with shipments forwarded by our competitors. In addition, other companies may provide customs brokerage services in connection with the shipments which we forward.

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

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We believe that for the Freight Forwarding segment, net revenue (the term used by the company to describe revenue less purchased transportation costs) is a better measure of growth in our freight forwarding business than revenue because revenue for our services as an indirect air and ocean carrier includes the carriers’ charges to us for carriage of the shipment. Our revenues 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 revenue is 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. Within our company, revenue derived from freight forwarding generally is shared between the points of origin and destination, based on a standard formula. Our revenue in our other capacities includes only commissions and fees earned by us and is substantially similar to net revenue for the Freight Forwarding segment in this respect.

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 are less flexible in the near term.

Contract Logistics and Distribution Segment. Our contract logistics services primarily relate to the value-added warehousing and 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, storage and distribution. Our outsourced services include inspection services, quality centers and manufacturing support. Contract logistics revenues are recognized when the service has been completed in the ordinary course of business.

We also provide a range of distribution and other supply chain management services, such as domestic ground transportation, warehousing services, consulting, order management, planning and optimization services, outsourced management services, developing specialized client-specific supply chain solutions, and customized distribution and inventory management services. We receive fees for the other supply chain management services that we perform.

In contrast to the Freight Forwarding segment, we believe revenue is a better measure of the growth in our contract logistics and distribution business because this segment does not incur carrier costs (and related fuel surcharges) in the same manner as freight forwarding, and purchased transportation costs under this segment primarily relate to the truck brokerage operation in the Americas region.

CLIENTasONE Strategy

We are in the third year of our five-year strategic plan, which we refer to as “CLIENTasONE,” and we continue to undertake various efforts to increase the number and size of our clients and our revenue, improve our operational performance, streamline our back-end operations, develop and implement new systems and train and develop our employees. We have made progress in achieving our objectives, which involves leveraging client relationships, integrating acquisitions, controlling costs, improving our systems and processes and implementing effective change management processes. This strategic operating plan requires that we successfully manage our operations and growth which we may not be able to do as well as we anticipate. Our industry is extremely competitive and our business is subject to numerous factors and risks beyond our control. If we are not successful in our CLIENTasONE goals, we may not increase revenues or improve operating efficiency and profitability. If we are not able to increase our revenue or improve our operational efficiency and profitability in the future, our results of operations could be adversely affected.

As a central part of our CLIENTasONE strategy, we are continuing a technology-enabled, business transformation initiative. This effort is aimed at establishing a single system and set of global processes for our freight forwarding business and global financial management. It is designed to increase efficiency through the adoption of shared services and enabling technologies. In order to achieve this goal, we intend to deploy enabling technologies to support enterprise master data management, financial management and freight forwarding operations management. As with any significant IT-enabled business transformation, we face various challenges and risks with regard to our transformation initiatives, including among others, risks associated with cost increases and changes to the scope of our efforts, technical difficulties, change management issues and delays associated with the development and implementation of our new freight forwarding and finance systems. As a result of these and other issues, the anticipated costs, expected benefits, overall scope and/or deployment schedule may change, and these changes may be material.

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Effect of Foreign Currency Translation on Comparison of Results

Our reporting currency is the U.S. dollar. However, due to our global operations, we conduct and will continue to conduct business in currencies other than our reporting currency. The conversion of these currencies into our reporting currency for reporting purposes will be affected by movements in these currencies against the U.S. dollar. A depreciation of these currencies against the U.S. dollar would result in lower revenues reported; however, as applicable costs are also converted from these currencies, costs would also be lower. Similarly, the opposite effect will occur if these currencies appreciate against the U.S. dollar. Additionally, the assets and liabilities of our international operations are denominated in each country’s local currency. As such, when the values of those assets and liabilities are translated into U.S. dollars, foreign currency exchange rates may adversely impact the net carrying value of our assets. We cannot predict the effects of foreign currency exchange rate fluctuations on our future operating results.

Acquisitions

Acquisitions affect the comparison of our results between periods prior to when acquisitions are made and to the comparable periods in subsequent years, depending on the date of acquisition (e.g. acquisitions made on February 1, the first day of the first quarter of our fiscal year, will only affect a comparison with the prior year’s results and will not affect a comparison to the following years’ results). The results of acquired businesses are included in our consolidated financial statements from the effective dates of the respective acquisitions. We consider the operating results of an acquired business during the first twelve months following the date of acquisition to be an “acquisition impact” or “benefit from acquisitions”. Thereafter we consider the growth in an acquired business’s results to be “organic growth”.

Effective May 25, 2010, the company acquired the remaining outstanding shares of EMAsu2, Ltd. (EMA Ireland), of which the company already held a non-controlling financial interest that was acquired through the company’s acquisition of EMA Ireland’s parent company near the end of fiscal 2010. The purchase price of the previously unheld shares of EMA Ireland totaled $0.6 million. The purchase price includes contingent consideration estimated to be $0.3 million, which is based on projected net revenues from a specific client for the four years ending January 31, 2014.

Effective December 21, 2009, the company acquired the remaining outstanding shares of Exel MPL-A.V.B.A., LP (EMA Israel), of which the company already held a controlling financial interest that was acquired through the company’s acquisition of EMA Israel’s parent company in early fiscal 2010. The company has been consolidating the financial results of EMA Israel from the time the controlling financial interest was obtained in the prior year. In connection with this acquisition, the company obtained a non-controlling financial interest in EMA Ireland. The purchase price of the previously unheld shares of EMA Israel totaled $6.5 million. The purchase price includes contingent consideration estimated to be $0.3 million which is based on projected net revenues from a specific client for the four years ending January 31, 2014.

Effective October 16, 2009, the company acquired all of the issued and outstanding shares of Tacisa Transitaria, S.L. (Tacisa), a Spanish freight forwarder. The acquisition expanded the company’s freight forwarding coverage in Spain. The purchase price totaled $5.5 million, net of cash acquired of $0.8 million, and included contingent consideration of $4.7 million, which was paid in August 2010 based on the fiscal 2010 operating results of Tacisa.

Seasonality

Historically, our operating results have been subject to seasonal trends when measured on a quarterly basis. Our first and fourth fiscal quarters are traditionally weaker compared with our other fiscal quarters. This trend is dependent on numerous factors, including the markets in which we operate, holiday seasons, climate, economic conditions and numerous other factors. A substantial portion of our revenue is derived from clients in industries whose shipping patterns are tied closely to consumer demand or are based on just-in-time production schedules. We cannot accurately predict the timing of these factors, nor can we accurately estimate the impact of any particular factor, and thus we can give no assurance that these historical seasonal patterns will continue in future periods.

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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 (Exchange Act), which involve certain risks and uncertainties. Forward-looking statements are included with respect to, among other things, the company’s current business plan and CLIENTasONE strategy and the intended benefits thereof, anticipated changes in certain tax benefits, anticipated costs, benefits and timing associated with our technology-enabled, business transformation initiative, the anticipated outcome of litigation and other contingencies, the company’s ability to meet its capital and liquidity requirements for the foreseeable future, the anticipated impact of various cost reduction efforts, and all other statements concerning future matters. These forward-looking statements are identified by the use of such terms and phrases as “intends,” “intend,” “intended,” “goal,” “estimate,” “estimates,” “expects,” “expect,” “expected,” “project,” “projected,” “projections,” “plans,” “anticipates,” “anticipated,” “should,” “could,” “may,” “will,” “designed to,” “foreseeable future,” “believe,” “believes,” “scheduled” and other similar expressions which generally identify forward-looking statements. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying our forward-looking statements. Many important factors may cause the company’s actual results to differ materially from those discussed in any such forward-looking statements, including but not limited to the recent economic volatility that has materially impacted trade volumes, transportation capacity, pricing dynamics and overall margins; the financial condition of many of our clients; the impact of sharply rising freight transportation rates on the company’s net revenue; capacity constraints and our ability to secure space on third party airplanes, steam ships and other modes of transportation; planned or unplanned consequences of the company’s sales initiatives, procurement initiatives and business transformation efforts; our clients’ demand for our services; the impact of cost reduction measures undertaken by the company and the amount and timing of the expected benefits from such measures; integration risks associated with acquisitions; the ability to retain clients and management of acquisition targets; increased competition; the impact of volatile fuel costs and changes in foreign exchange rates; changes in the company’s effective tax rates; industry consolidation making it more difficult to compete against larger companies; general economic, political and market conditions, including those in Africa, Asia and EMENA which is comprised of Europe, Middle East and North Africa; work stoppages or slowdowns or other material interruptions in transportation services; risks of international operations; risks associated with, and costs and expenses the company will incur as a result of, the ongoing publicly announced investigations by the U.S. Department of Justice, the European Commission (EC) and other governmental agencies into the pricing practices of the international freight forwarding and cargo transportation industry and other similar or related investigations and lawsuits; the success and effects of new strategies; disruptions caused by epidemics, conflicts, wars and terrorism; and the other risks and uncertainties described herein and in our other filings with the Securities and Exchange Commission (SEC); and other factors outside our control. Although UTi believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, we cannot assure you that the results contemplated in any forward-looking statements will be realized in the timeframe anticipated or at all. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by UTi or any other person that UTi’s objectives or plans will be achieved. Accordingly, investors are cautioned not to place undue reliance on our forward-looking statements. UTi undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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In addition to the risks, uncertainties and other factors discussed elsewhere in this 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 the company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2010 filed with the SEC (together with any amendments thereto and additions and changes thereto contained in subsequent filings of quarterly reports on Form 10-Q), those contained in the company’s other filings with the SEC, and those set forth above. For these forward-looking statements, we claim the protection of the safe harbor for forward-looking statements in Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act.

Discussion of Results

The following discussion of our operating results explains material changes in our consolidated results for the second quarter and first half of fiscal 2011 compared to the second quarter and first half of fiscal 2010. The discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this quarterly report and our audited consolidated financial statements and notes thereto for the year ended January 31, 2010, which are included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010, on file with the SEC. Our 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 (U.S. GAAP).

Segment Operating Results

The company’s operations are principally managed by core business operations. As discussed above in Note 1 “Presentation of Financial Statements” of our Notes to the Consolidated Financial Statements, our operations are broken into the following reportable segments: Freight Forwarding and Contract Logistics and Distribution. Certain corporate costs are allocated to the operating segments directly. The remaining corporate costs are those that are not specifically attributable to operating segments and are presented separately. 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.

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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. For purposes of this discussion and analysis, “net revenue” is the term management uses to describe revenues minus purchased transportation costs. Our segment reporting results for the three and six months ended July 31, 2010 and 2009, along with the dollar amount of the changes and the percentage changes between the time periods shown, are set forth in the following tables (in thousands):


	Three months ended July 31,
	2010									2009
			Contract									Contract
			Logistics									Logistics
	Freight		and							Freight		and
	Forwarding		Distribution		Corporate			Total		Forwarding		Distribution		Corporate			Total

Revenues	$	808,990	$	342,100	$	—			1,151,090	$	539,364	$	301,138	$	—		$	840,502


Purchased transportation costs		635,147		136,873		—			772,020		390,259		110,877		—			501,136
Staff costs		94,363		104,664		5,492			204,519		85,397		97,637		3,629			186,663
Depreciation		3,965		7,277		21			11,263		3,722		6,664		105			10,491
Amortization of intangible assets		1,000		2,163		—			3,163		987		1,825		—			2,812
Other operating expenses		46,513		74,047		5,664			126,224		38,313		71,403		7,276			116,992

Total operating expenses		780,988		325,024		11,177			1,117,189		518,678		288,406		11,010			818,094


Operating income/(loss)	$	28,002	$	17,076	$	(11,177	)	$	33,901	$	20,686	$	12,732	$	(11,010	)	$	22,408


	Change to three months ended July 31, 2010
	from three months ended July 31, 2009
	Amount									Percentage
			Contract										Contract
			Logistics										Logistics
	Freight		and							Freight			and
	Forwarding		Distribution		Corporate			Total		Forwarding			Distribution			Corporate			Total

Revenues	$	269,626	$	40,962	$	—		$	310,588		50	%		14	%		—	%		37	%


Purchased transportation costs		244,888		25,996		—			270,884		63			23			—			54
Staff costs		8,966		7,027		1,863			17,856		10			7			51			10
Depreciation		243		613		(84	)		772		7			9			(80	)		7
Amortization of intangible assets		13		338		—			351		1			19			—			12
Other operating expenses		8,200		2,644		(1,612	)		9,232		21			4			(22	)		8

Total operating expenses		262,310		36,618		167			299,095		51			13			2			37


Operating income/(loss)	$	7,316	$	4,344	$	(167	)	$	11,493		35	%		34	%		2	%		51	%

- 33 -


	Six months ended July 31,
	2010										2009
			Contract											Contract
			Logistics											Logistics
	Freight		and								Freight			and
	Forwarding		Distribution		Corporate			Total			Forwarding			Distribution			Corporate			Total

Revenues	$	1,530,764	$	675,482	$	—		$	2,206,246		$	1,032,954		$	575,904		$	—		$	1,608,858


Purchased transportation costs		1,197,482		263,946		—			1,461,428			749,623			210,362			—			959,985
Staff costs		188,753		211,641		11,126			411,520			166,302			189,015			7,149			362,466
Depreciation		7,797		14,505		373			22,675			7,349			12,792			204			20,345
Amortization of intangible assets		2,030		4,477		—			6,507			1,813			3,636			—			5,449
Restructuring charges		—		—		—			—			—			—			1,231			1,231
Other operating expenses		92,883		147,071		11,309			251,263			76,178			136,894			6,050			219,122

Total operating expenses		1,488,945		641,640		22,808			2,153,393			1,001,265			552,699			14,634			1,568,598


Operating income/(loss)	$	41,819	$	33,842	$	(22,808	)	$	52,853		$	31,689		$	23,205		$	(14,634	)	$	40,260


	Change to six months ended July 31, 2010
	from six months ended July 31, 2009
	Amount										Percentage
			Contract											Contract
			Logistics											Logistics
	Freight		and								Freight			and
	Forwarding		Distribution		Corporate			Total			Forwarding			Distribution			Corporate			Total

Revenues	$	497,810	$	99,578	$	—		$	597,388			48	%		17	%		—	%		37	%


Purchased transportation costs		447,859		53,584		—			501,443			60			25			—			52
Staff costs		22,451		22,626		3,977			49,054			14			12			56			14
Depreciation		448		1,713		169			2,330			6			13			83			11
Amortization of intangible assets		217		841		—			1,058			12			23			—			19
Restructuring charges		—		—		(1,231	)		(1,231	)		—			—			(100	)		(100	)
Other operating expenses		16,705		10,177		5,259			32,141			22			7			87			15

Total operating expenses		487,680		89,941		8,174			585,795			49			16			56			37


Operating income/(loss)	$	10,130	$	10,637	$	(8,174	)	$	12,593			32	%		46	%		56	%		31	%

- 34 -


	Three months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Revenues		Revenues		Total		Revenues		Revenues		Total

EMENA	$	229,934	$	62,889	$	292,823	$	202,916	$	59,994	$	262,910
Americas		165,538		182,852		348,390		113,623		157,439		271,062
Asia Pacific		316,969		11,132		328,101		160,965		9,479		170,444
Africa		96,549		85,227		181,776		61,860		74,226		136,086

Total	$	808,990	$	342,100	$	1,151,090	$	539,364	$	301,138	$	840,502


	Six months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Revenues		Revenues		Total		Revenues		Revenues		Total

EMENA	$	460,328	$	128,083	$	588,411	$	386,748	$	113,550	$	500,298
Americas		315,638		356,156		671,794		219,711		309,384		529,095
Asia Pacific		572,031		20,319		592,350		306,480		16,788		323,268
Africa		182,767		170,924		353,691		120,015		136,182		256,197

Total	$	1,530,764	$	675,482	$	2,206,246	$	1,032,954	$	575,904	$	1,608,858


	Three months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Net		Net				Net		Net
	Revenues		Revenues		Total		Revenues		Revenues		Total

EMENA	$	58,572	$	35,289	$	93,861	$	59,140	$	38,423	$	97,563
Americas		44,319		94,454		138,773		35,295		87,530		122,825
Asia Pacific		47,868		7,308		55,176		36,184		6,627		42,811
Africa		23,084		68,176		91,260		18,486		57,681		76,167

Total	$	173,843	$	205,227	$	379,070	$	149,105	$	190,261	$	339,366

- 35 -


	Six months ended July 31,
	2010						2009
			Contract						Contract
			Logistics						Logistics
	Freight		and				Freight		and
	Forwarding		Distribution				Forwarding		Distribution
	Net		Net				Net		Net
	Revenues		Revenues		Total		Revenues		Revenues		Total

EMENA	$	117,385	$	74,938	$	192,323	$	109,926	$	75,310	$	185,236
Americas		85,091		184,985		270,076		69,360		172,920		242,280
Asia Pacific		86,605		13,928		100,533		69,498		11,799		81,297
Africa		44,201		137,685		181,886		34,547		105,513		140,060

Total	$	333,282	$	411,536	$	744,818	$	283,331	$	365,542	$	648,873


	Three months ended				Six months ended
	July 31,				July 31,
	2010		2009		2010		2009

Revenues:
Airfreight forwarding	$	419,439	$	270,010	$	787,131	$	509,298
Ocean freight forwarding		304,626		205,548		576,458		397,614
Customs brokerage		26,611		23,363		52,046		43,312
Contract logistics		179,299		157,736		356,309		300,662
Distribution		121,219		104,514		238,593		203,014
Other		99,896		79,331		195,709		154,958

Total	$	1,151,090	$	840,502	$	2,206,246	$	1,608,858


Purchased transportation costs:
Airfreight forwarding	$	336,119	$	197,906	$	629,661	$	373,262
Ocean freight forwarding		257,782		162,865		484,968		315,275
Customs brokerage		2,248		1,564		3,818		2,682
Contract logistics		41,563		28,787		77,286		52,178
Distribution		83,921		69,399		163,038		135,898
Other		50,387		40,615		102,657		80,690

Total	$	772,020	$	501,136	$	1,461,428	$	959,985

- 36 -

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						Six months ended
	July 31,						July 31,
	2010			2009			2010			2009

Revenues:
Airfreight forwarding		36	%		32	%		36	%		32	%
Ocean freight forwarding		26			25			26			25
Customs brokerage		2			3			2			3
Contract logistics		16			19			16			19
Distribution		11			12			11			12
Other		9			9			9			9

Total revenues		100			100			100			100

Purchased transportation costs:
Airfreight forwarding		29	%		24	%		29	%		23	%
Ocean freight forwarding		22			19			22			20
Customs brokerage		*			*			*			*
Contract logistics		4			3			4			3
Distribution		7			8			7			8
Other		5			6			4			6

Total purchased transportation costs		67			60			66			60

Staff costs		18			22			19			23
Depreciation		1			1			1			1
Amortization of intangible assets		*			*			*			*
Restructuring charges		*			*			*			*
Other operating expenses		11			14			11			14

Total operating expenses		97			97			98			98

Operating income		3			3			2			2
Interest income		*			*			*			*
Interest expense		(1	)		1			(1	)		1
Other income		*			*			*			*

Pretax income		3			2			2			2
Provision for income taxes		1			1			1			1

Net income		2			2			1			1
Net income attributable to noncontrolling interests		*			*			*			*

Net income attributable to UTi Worldwide Inc.		2	%		1	%		1	%		1	%


*		Less than one percent.

Three months ended July 31, 2010 compared to three months ended July 31, 2009

Revenues

Total revenues increased $310.6 million, or 37%, to $1,151.1 million for the second quarter of fiscal 2011, compared to total revenues of $840.5 million for the corresponding prior year period. The increase in revenues was primarily the result of increases in freight volume and rates related to air and ocean freight and volume increases across our other service lines when compared to the corresponding prior year period. Foreign currency fluctuations did not have a material impact on revenues and expenses for the second quarter of fiscal 2011, compared to the corresponding prior year period.

- 37 -

Freight forwarding revenues in total increased $269.6 million, or 50%, to $809.0 million for the second quarter of fiscal 2011, compared to $539.4 million for the corresponding prior year period. The increase was primarily the result of increased airfreight and ocean freight forwarding volumes and rates over the corresponding prior year period as well as an increase in fuel surcharges for airfreight. We attribute the increase in volumes in the second quarter to increased shipments associated with consumer demand and continued restocking activities. We estimate that airfreight volumes during the second quarter of fiscal 2011 were nearly 20% higher than the levels for the same quarter two years ago. Looking forward, we do not expect to sustain this level of growth during the second half of the current fiscal year as leading economic indicators currently point to a slowing macro-economic environment as indicated by our growth rate which began decelerating in June and July 2010. Additionally, we will incur tougher second-half period to period comparisons.

Airfreight forwarding revenues increased $149.4 million, or 55%, to $419.4 million for the second quarter of fiscal 2011, compared to $270.0 million for the corresponding prior year period. Fuel surcharges increased approximately $38.0 million when compared to the prior year comparable period as a result of an increase in aviation fuel prices. Movements in fuel surcharges impact revenues but generally do not have a material impact on net revenues. Airfreight volumes increased 42% for the second quarter of fiscal 2011 when compared to the corresponding prior year period. Restocking activities, increased consumer demand, and modal shifts from ocean freight to airfreight brought on by ongoing capacity and vessel sailing schedule changes, all contributed to the strong airfreight volume growth. Airfreight tonnage growth was exceptionally strong in May 2010 due to strong demand however, the rate of growth decelerated in June and July 2010 because of more difficult comparisons to the comparable months from the prior year. In addition to volume increases, airfreight carrier rates also increased for the second quarter of fiscal 2011 when compared to the prior year second quarter.

Ocean freight forwarding revenues increased $99.1 million, or 48%, to $304.6 million for the second quarter of fiscal 2011, compared to $205.5 million for the corresponding prior year period. This increase was partially due to an approximately 21% increase in ocean freight volumes, as expressed in twenty-foot equivalent units (TEUs). As with airfreight, May 2010 was the strongest month in the quarter however, the rate of growth in ocean freight forwarding tapered off in June and July 2010. In addition to volume increases, ocean freight carrier rates also increased for the second quarter of fiscal 2011 when compared to the prior year second quarter.

Customs brokerage revenues increased $3.2 million, or 14%, to $26.6 million for the second quarter of fiscal 2011, compared to $23.4 million for the corresponding prior year period. The increase in customs brokerage revenues was primarily due to a 12% increase in the number of clearances.

Other freight forwarding related revenues increased $17.9 million, or 44%, to $58.3 million for the second quarter of fiscal 2011, compared to $40.4 million for the corresponding prior year period, primarily due to increases in road freight and other distribution volumes.

Contract logistics and distribution revenues in total increased $41.0 million, or 14%, to $342.1 million for the second quarter of fiscal 2011, compared to $301.1 million for the corresponding prior year period. The increase was due to the increase in logistics activity and volumes and associated increases in distribution requirements of our existing and new clients.

Contract logistics revenues increased $21.6 million, or 14%, to $179.3 million for the second quarter of fiscal 2011, compared to $157.7 million for the corresponding prior year period. The increase was primarily due to increases in client volumes where we provide services, compared to the same period of last year. Client volumes were strong in the retail and consumer segments, and we gained several new pieces of business.

Distribution revenues increased $16.7 million, or 16%, to $121.2 million for the second quarter of fiscal 2011, compared to $104.5 million for the corresponding prior year period. Domestic freight volumes in the U.S. have been improving and this has benefited our U.S. distribution businesses when compared to the prior year comparable period.

Other contract logistics and distribution related revenues increased $2.7 million, or 7%, to $41.6 million for the second quarter of fiscal 2011, compared to $38.9 million for the corresponding prior year period.

- 38 -

Net revenues

Total net revenues increased $39.7 million, or 12%, to $379.1 million for the second quarter of fiscal 2011, compared to total net revenues of $339.4 million for the corresponding prior year period. The increase in net revenues was primarily a result of increases in freight volumes across our service lines in the period when compared to the corresponding prior year period. A decline in our freight forwarding yields, computed as net revenues divided by revenues, for the second quarter of fiscal 2011 when compared to the same period last year adversely impacted the increase in net revenues for the period. While carrier rates remained volatile on many trade lanes during the second quarter of fiscal 2011, we were able to achieve improvements in net revenue per unit for both air and ocean in June and July 2010. The company is also making progress in our gateway and freight consolidation activities.

Freight forwarding net revenues increased $24.7 million, or 17%, to $173.8 million for the second quarter of fiscal 2011, compared to $149.1 million for the corresponding prior year period. Net revenues are primarily a function of volume movements and the expansion or contraction in yields.

Airfreight forwarding net revenues increased $11.2 million, or 16%, to $83.3 million for the second quarter of fiscal 2011 compared to $72.1 million for the corresponding prior year period. Although airfreight forwarding revenues increased 55% for the second quarter of fiscal 2011 compared to the corresponding prior year period, airfreight forwarding yields contracted by approximately 680 basis points on a comparative basis, causing airfreight forwarding net revenues to increase to a much lesser degree compared to the increase in airfreight forwarding revenues. Airfreight tonnage increased 42% for the second quarter of fiscal 2011, which was offset by a 19% decrease in net revenue per kilo as the rates we charged our clients did not increase to the same extent as our purchased transportation costs. On a sequential basis, net revenue per kilo for the second quarter of fiscal 2011 was consistent with the first quarter of fiscal 2011.

Airfreight yields for the second quarter of fiscal 2011 were 19.9%, a decrease of approximately 680 basis points compared to 26.7% for the corresponding prior year period. However when compared on a sequential basis to the first quarter of fiscal 2011, yields decreased approximately 30 basis points, from 20.2%. This yield compression from earlier quarters was primarily caused by less favorable airfreight pricing environments, particularly caused by continued carrier capacity shortages as described above.

Ocean freight forwarding net revenues increased $4.2 million, or 10%, to $46.8 million for the second quarter of fiscal 2011, compared to $42.7 million for the corresponding prior year period. The net increase in ocean freight forwarding net revenues was primarily due to an approximately 21% increase in TEUs, which was partially offset by a 9% decrease in net revenues per TEU.

As with airfreight, ocean freight yields contracted during the second quarter of fiscal 2011, compared to the corresponding prior year period. As a result ocean freight net revenues increased to a lesser degree than the increase in revenues. When compared on a sequential basis to the first quarter of fiscal 2011, ocean freight yields decreased approximately 100 basis points from 16.4%. For the second quarter of fiscal 2011, ocean freight yields contracted approximately 540 basis points to 15.4% from 20.8% for the corresponding prior year period. This year-over-year yield compression resulted primarily from constrained carrier capacity, which in turn allowed the shipping lines to increase their pricing compared to the comparative prior year quarter. Because we have been unable to fully pass on these increases to our clients, the increased purchased transportation costs adversely impacted ocean freight net revenues in the period. Net revenue per TEU in the second quarter of fiscal 2011 decreased 9% percent compared to the corresponding prior year period.

Customs brokerage net revenues increased $2.6 million, or 12%, to $24.4 million for the second quarter of fiscal 2011, compared to $21.8 million for the corresponding prior year period. The increase in customs brokerage net revenues was primarily due to a 12% increase in the number of clearances. Net revenue per clearance remained consistent compared to the corresponding prior year period.

- 39 -

Other freight forwarding related net revenues increased $6.8 million, or 54%, to $19.3 million for the second quarter of fiscal 2011, compared to $12.5 million for the corresponding prior year period, primarily due to increases in road freight and other distribution volumes.

Contract logistics and distribution net revenues increased $15.0 million, or 8%, to $205.2 million for the second quarter of fiscal 2011, compared to $190.3 million for the corresponding prior year period.

Contract logistics net revenues increased $8.8 million or 7% to $137.7 million for the second quarter of fiscal 2011, compared to $128.9 million for the corresponding prior year period. The increase was a result of new client sites and increases in client volumes, compared to the corresponding prior year period.

Distribution net revenues increased $2.2 million, or 6%, to $37.3 million for the second quarter of fiscal 2011, compared to $35.1 million for the corresponding prior year period. The net increase in distribution net revenue was primarily the result of increased shipment volume over the comparative prior year period.

Other contract logistics and distribution related revenues increased $4.0 million, or 15%, to $30.2 million for the second quarter of fiscal 2011, compared to $26.2 million for the corresponding prior year period.

Staff costs

Staff costs in our freight forwarding segment increased $9.0 million, or 10%, to $94.4 million for the second quarter of fiscal 2011, compared to $85.4 million for the corresponding prior year period. As a percentage of freight forwarding segment revenues, staff costs in the freight forwarding segment were approximately 12% and 16% for the second quarters of fiscal 2011 and 2010, respectively. Staff costs in our freight forwarding segment are largely driven by total shipment counts rather than volumes stated in kilograms or TEUs, and this has largely driven the increase in staff costs.

Staff costs in our contract logistics and distribution segment increased $7.0 million, or 7%, to $104.7 million for the second quarter of fiscal 2011, compared to $97.6 million for the corresponding prior year period. The majority of the net increase was caused by new client sites and an increase in logistics volumes over the comparative prior year period.

Depreciation

Total depreciation for all segments, was $11.3 million for the second quarter of fiscal 2011, compared to $10.5 million for the corresponding prior year period. When expressed as a percentage of revenue, depreciation expense remained constant at approximately 1% of revenue for the second quarter of fiscal 2011 compared to the corresponding prior year period.

Amortization of intangible assets

Amortization of intangible assets was $3.2 million for the second quarter of fiscal 2011, compared to $2.8 million for the corresponding prior year period. Acquisitions completed since the second quarter of the preceding year did not have a material impact on amortization of intangible assets for the second quarter of fiscal 2011, compared to the corresponding prior year period.

Other operating expenses

Other operating costs in the freight forwarding segment increased $8.2 million, or 21%, to $46.5 million in the second quarter of fiscal 2011, compared to $38.3 million for the corresponding prior year period. The net increase in other operating costs in our freight forwarding segment was primarily due to higher shipment volumes.

- 40 -

Other operating costs in the contract logistics and distribution segment increased by $2.6 million, or 4%, to $74.0 million for the second quarter of fiscal 2011, compared to $71.4 million for the corresponding prior year period.

Other operating expenses at corporate were $5.7 million for the second quarter of fiscal 2011, compared to other operating expenses of $7.3 million during 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 $121.7 million of principle was outstanding as of July 31, 2010, and capital lease obligations. Interest income increased $1.1 million, or 50%, and interest expense increased $2.7 million, or 60%, for the second quarter of fiscal 2011, compared to the corresponding prior year period. 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 income and expenses, net

Other income and expenses primarily relate to foreign currency gains and losses on certain of our intercompany loans, offset by withholding taxes and various other taxes not related to income taxes. Other income, net of expenses, was $0.2 million in the second quarter of fiscal 2011, compared to other expenses, net of income, of $0.8 million for the corresponding prior year period.

Provision for income taxes

Our effective income tax rate for the second quarter of fiscal 2011 was 31%, resulting in a provision for income taxes of $9.3 million compared to pretax income of $30.1 million. Our effective income tax rate for the second quarter of fiscal 2010 was 31%. Changes in our effective tax rates are primarily attributable to the mix of taxable income across geographic regions. The effective income tax rate applied to quarterly pretax income for interim quarters is based on estimated effective tax rates to be applied to our operations for the entire fiscal year. We currently estimate our effective tax rate for fiscal 2011 to be approximately 32%, however, the actual effective tax rate will depend on a variety of factors, including the geographic mix of our business during the remaining interim periods of fiscal 2011.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $2.0 million for second quarter of fiscal 2011, compared to $1.7 million for the corresponding prior year period.

Six months ended July 31, 2010 compared to six months ended July 31, 2009

Revenues

Total revenues increased $597.4 million, or 37%, to $2,206.2 million for the six months ended July 31, 2010, compared to total revenues of $1,608.9 million for the corresponding prior year period. The increase in revenues was primarily the result of increases in freight volumes and rates related to air and ocean freight and volume increases across our other service lines.

Freight forwarding revenues in total increased $497.8 million, or 48%, to $1,530.8 million for the six months ended July 31, 2010, compared to $1,033.0 million for the corresponding prior year period. The increase was primarily the result of increased airfreight and ocean freight forwarding volume and rates over the corresponding prior year period as well as an increase in fuel surcharges for airfreight when compared to the corresponding prior year period. Both airfreight and ocean freight volume levels during the six months ended July 31, 2010 were very close to levels seen in the same period two years ago, before the market downturn. Foreign currency fluctuations also contributed approximately $49.1 million to the increase.

- 41 -

Airfreight forwarding revenues increased $277.8 million, or 55%, to $787.1 million for the six months ended July 31, 2010, compared to $509.3 million for the corresponding prior year period. Fuel surcharges increased approximately $55.3 million when compared to the corresponding prior year period as a result of an increase in aviation fuel prices. Movements in fuel surcharges impact revenues but generally do not have a material impact on net revenues. Airfreight volumes increased 40% for the first six months of fiscal 2011 when compared to the corresponding prior year period. Restocking activities, increased consumer demand, and modal shifts from ocean freight brought on by ongoing capacity and vessel sailing schedule changes, all contributed to the strong airfreight volume growth. Airfreight carrier rates also increased for the first six months of fiscal 2011 when compared to the corresponding prior year period. Foreign currency fluctuations also contributed approximately $15.2 million to the increase.

Ocean freight forwarding revenues increased $178.8 million, or 45%, to $576.5 million for the six months ended July 31, 2010, compared to $397.6 million for the corresponding prior year period. This increase was primarily due to an approximately 25% increase in ocean freight volumes, as expressed in twenty-foot equivalent units (TEUs) during the six months ended July 31, 2010, compared to the corresponding prior year period. Foreign currency fluctuations also contributed approximately $23.8 million to the increase.

Customs brokerage revenues increased $8.7 million, or 20%, to $52.0 million for the six months ended July 31, 2010, compared to $43.3 million for the corresponding prior year period. The increase in customs brokerage revenues was primarily due to a 12% increase in the number of clearances. Foreign currency fluctuations also contributed approximately $3.3 million to the increase.

Other freight forwarding related revenues increased $32.4 million, or 39%, to $115.1 million for the six months ended July 31, 2010, compared to $82.7 million for the corresponding prior year period, primarily due to increases in road freight and other distribution volumes. Foreign currency fluctuations contributed approximately $6.8 million to the increase.

Contract logistics and distribution revenues in total increased $99.6 million, or 17%, to $675.5 million for the six months ended July 31, 2010, compared to $575.9 million for the corresponding prior year period. The increase was due to the increase in logistics activity and volumes and associated increases in distribution requirements of our existing and new clients. Foreign currency fluctuations also contributed approximately $28.6 million to the increase.

Contract logistics revenues increased $55.6 million, or 19%, to $356.3 million for the six months ended July 31, 2010, compared to $300.7 million for the corresponding prior year period. The increase was primarily due to increases in client volumes where we provide services, compared to the same period of last year. Foreign currency fluctuations also contributed approximately $14.0 million to the increase.

Distribution revenues increased $35.6 million, or 18%, to $238.6 million for the six months ended July 31, 2010, compared to $203.0 million for the corresponding prior year period. Domestic freight volumes in the U.S. have been improving and this has benefited our U.S. distribution businesses for the six months ended July 31, 2010 compared to the corresponding prior year period. Foreign currency fluctuations also contributed approximately $8.8 million to the increase.

Other contract logistics and distribution related revenues increased $8.4 million, or 12%, to $80.6 million for the six months ended July 31, 2010, compared to $72.2 million for the corresponding prior year period. Foreign currency fluctuations contributed approximately $5.8 million to the increase.

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Net revenues

Total net revenues increased $95.9 million, or 15%, to $744.8 million for the six months ended July 31, 2010, compared to total net revenues of $648.9 million for the corresponding prior year period. The increase in net revenues was primarily the result of increases in freight volume across our service lines when compared to the corresponding prior year period. A decline in our freight forwarding yields for the first six months of fiscal 2011, when compared to the same period last year adversely impacted the increase in net revenues for the period. While volumes improved during the six months ended July 31, 2010, carrier capacity remained tight, and transportation rates remained high, which led to continuing pressure on yields. Foreign currency fluctuations contributed approximately $35.3 million to the increase for the six months ended July 31, 2010, compared to the corresponding prior year period, as the U.S. dollar, our reporting currency, was at weaker levels during the current period compared to certain other global currencies, notably the South African rand.

Freight forwarding net revenues increased $50.0 million, or 18%, to $333.3 million for the six months ended July 31, 2010, compared to $283.3 million for the corresponding prior year period. Net revenues are primarily a function of volume movements and the expansion or contraction in yields.

Airfreight forwarding net revenues increased $21.4 million, or 16%, to $157.5 million for the six months ended July 31, 2010 compared to $136.0 million for the corresponding prior year period. Although airfreight forwarding revenues increased 55% for the six months ended July 31, 2010 compared to the corresponding prior year period, airfreight forwarding yields contracted by approximately 670 basis points on a comparative basis, causing airfreight forwarding net revenues to increase to a much lesser degree compared to the increase in airfreight forwarding revenues. Airfreight tonnage increased 40%, which was offset by a 17% decrease in net revenue per kilo as the rates we charged our clients did not increase to the same extent as our purchased transportation costs.

Airfreight yields for the six months ended July 31, 2010 were 20.0%, a decrease of approximately 670 basis points compared to 26.7% for the corresponding prior year period. This yield compression from earlier quarters was primarily caused by less favorable airfreight pricing environments, particularly caused by continued carrier capacity shortages as described above.

Ocean freight forwarding net revenues increased $9.2 million, or 11%, to $91.5 million for the six months ended July 31, 2010, compared to $82.3 million for the corresponding prior year period. The increase in ocean freight forwarding net revenues was primarily due to an approximately 25% increase in TEUs, offset by a 11% decrease in net revenues realized per TEU. Foreign currency fluctuations contributed approximately $3.3 million to the increase.

As with airfreight, ocean freight yields contracted during the six months ended July 31, 2010, compared to the corresponding prior year period, causing ocean freight net revenues to increase to a lesser degree than the increase in revenues. For the six months ended July 31, 2010, ocean freight yields contracted approximately 480 basis points to 15.9% from 20.7% for the corresponding prior year period. This year-over-year yield compression resulted primarily from constrained carrier capacity, which in turn allowed the shipping lines to increase their pricing during the period. Because we have been unable to fully pass on these increases to our clients, the increased purchased transportation costs adversely impacted ocean freight net revenues in the period. Net revenue per TEU for the six months ended July 31, 2010 decreased 11% from the corresponding prior year period.

Customs brokerage net revenues increased $7.6 million, or 19%, to $48.2 million for the six months ended July 31, 2010, compared to $40.6 million for the corresponding prior year period. The increase in customs brokerage net revenues was primarily due to a 12% increase in the number of clearances, combined with a 7% increase in net revenues per clearance. Foreign currency fluctuations contributed approximately $3.2 million to the increase.

Other freight forwarding related net revenues increased $11.8 million, or 48%, to $36.1 million for the six months ended July 31, 2010, compared to $24.3 million for the corresponding prior year period, primarily due to increases in road freight and other distribution volumes. Foreign currency fluctuations contributed approximately $2.2 million to the increase.

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Contract logistics and distribution net revenues increased $46.0 million, or 13%, to $411.5 million for the six months ended July 31, 2010, compared to $365.5 million for the corresponding prior year period. The increase was due to the increase in logistics activity and volumes and associated increases in distribution requirements of our clients primarily as a result of a partial recovery from the weak economic environment particularly in the U.S. Foreign currency fluctuations also contributed approximately $23.8 million to the increase.

Contract logistics net revenues increased $30.5 million or 12% to $279.0 million for the six months ended July 31, 2010, compared to $248.5 million for the corresponding prior year period. The increase was primarily a result of increases in client volumes, compared to the corresponding prior year period. Foreign currency fluctuations contributed approximately $12.6 million to the increase.

Distribution net revenues increased $8.4 million, or 13%, to $75.6 million for the six months ended July 31, 2010, compared to $67.1 million for the corresponding prior year period. Foreign currency fluctuations contributed approximately $5.7 million to the increase. The remaining increase in distribution net revenue was primarily the result of increased shipment volume over comparative periods.

Other contract logistics and distribution related net revenues increased $7.0 million, or 14%, to $57.0 million for the six months ended July 31, 2010, compared to $49.9 million for the corresponding prior year period. Foreign currency fluctuations contributed approximately $5.6 million to the increase.

Staff costs

Staff costs in our freight forwarding segment increased $22.5 million, or 14%, to $188.8 million for the six months ended July 31, 2010, compared to $166.3 million for the corresponding prior year period. The increased staff costs in our freight forwarding segment were largely driven by total shipment counts rather than volumes stated in kilograms or TEUs. As a percentage of freight forwarding segment revenues, staff costs in the freight forwarding segment were approximately 12% and 16% for the first six months of fiscal 2011 and 2010, respectively. Foreign currency fluctuations contributed approximately $6.8 million to the increase.

Staff costs in our contract logistics and distribution segment increased $22.6 million, or 12%, to $211.6 million for the six months ended July 31, 2010, compared to $189.0 million for the corresponding prior year period. The increase was primarily due to increased service requirements associated with new client sites and increased volumes. Foreign currency fluctuations contributed approximately $9.5 million to the increase.

Depreciation

Total depreciation for all segments, was $22.7 million for the six months ended July 31, 2010, compared to $20.3 million for the corresponding prior year period. When expressed as a percentage of revenue, depreciation expense remained constant at approximately 1% of revenue for the six months ended July 31, 2010 compared to the corresponding prior year period.

Amortization of intangible assets

Amortization of intangible assets was $6.5 million for the six months ended July 31, 2010, compared to $5.4 million for the corresponding prior year period. Acquisitions completed since the first six months of the preceding year did not have a material impact on amortization of intangible assets for the six months ended July 31, 2010, compared to the corresponding prior year period.

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Other operating expenses

Other operating costs in the freight forwarding segment increased $16.7 million, or 22%, to $92.9 million in the six months ended July 31, 2010, compared to $76.2 million for the corresponding prior year period. The increase in other operating costs in our freight forwarding segment was primarily due to higher shipment volumes. Foreign currency fluctuations also contributed approximately $4.8 million to the increase.

Other operating costs in the contract logistics and distribution segment increased by $10.2 million, or 7%, to $147.1 million for the six months ended July 31, 2010, compared to $136.9 million for the corresponding prior year period. The increase was caused primarily by foreign currency fluctuations, which contributed approximately $9.7 million to the increase. Excluding increases due to currency fluctuations, operating costs in our contract logistics and distribution segment increased $0.5 million.

Other operating expenses at corporate were $11.3 million for the six months ended July 31, 2010, compared to $6.0 million during the corresponding prior year period. During the first six months of fiscal 2010 the company recognized a gain on the sale of property in South Africa of $6.3 million. This gain is included as a reduction of other operating expenses in corporate. Excluding this gain, other operating expenses in corporate for the corresponding prior year period, were $12.3 million.

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 $121.7 million of principle was outstanding as of July 31, 2010, and capital lease obligations. Interest income increased $0.9 million, or 19%, and interest expense increased $3.2 million, or 30%, for the six months ended July 31, 2010, compared to the corresponding prior year period. 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 income and expenses, net

Other income and expenses primarily relate to foreign currency gains and losses on certain of our intercompany loans, offset by withholding taxes and various other taxes not related to income taxes. Other income, net of expenses, was $1.0 million in the six months ended July 31, 2010, compared to other expense, net of income, of $1.0 million for the corresponding prior year period.

Provision for income taxes

Our effective income tax rate for the six months ended July 31, 2010 was 31%, resulting in a provision for income taxes of $14.3 million compared to pretax income of $45.8 million. Our effective income tax rate for the first six months of fiscal 2010 was 31%. Changes in our effective tax rates are primarily attributable to the mix of taxable income across geographic regions. The effective income tax rate applied to quarterly pretax income for interim quarters is based on estimated effective tax rates to be applied to our operations for the entire fiscal year. We currently estimate our effective tax rate for fiscal 2011 to be approximately 32%, however, the actual effective tax rate will depend on a variety of factors, including the geographic mix of our business during the remaining interim periods of fiscal 2011.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests was $2.6 million for six months ended July 31, 2010, compared to $1.7 million for the corresponding prior year period. This increase was the result of increased net income from operations with noncontrolling interests.

Liquidity and Capital Resources

As of July 31, 2010, our cash and cash equivalents totaled $392.0 million, representing an increase of $41.2 million from January 31, 2010. The increase resulted from an increase of $37.7 million of net cash provided by our operating, investing and financing activities and an increase of $3.5 million related to the effect of foreign exchange rate changes on our cash balances when compared to our position at January 31, 2010.

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During the first half of fiscal 2011, we used approximately $48.5 million in net cash from operating activities. This resulted from net income of $31.6 million plus depreciation and amortization of intangible assets totaling $29.2 million, provision for doubtful accounts of $2.5 million, an increase in trade payables and other current liabilities of $49.2 million, and an increase in other items totaling $7.6 million, offset by an increase in trade receivables and other current assets of $167.1 million and deferred income taxes of $1.5 million.

The company’s primary source of liquidity is the cash generated from operating activities, which is subject to seasonal fluctuations, particularly in our freight forwarding segment. The company experiences increased activity associated with its peak season, generally during the second and third fiscal quarters, requiring significant client disbursements. 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 second half of the third quarter and the fourth quarter tended to generate significant cash as cash collections usually exceeded 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.

In addition to cash generated from the company’s income generating activities, when the company acts as a customs broker, we make significant cash advances on behalf of our clients to the 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 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 the company must disburse cash in advance of collections from clients. The significant increases in volumes and carrier rates during the six months of fiscal 2011 necessitated significant working capital to fund duties and carrier costs on behalf of clients.

During the first half of fiscal 2011, advances for customs duties and taxes were approximately $2,125.2 million, an increase of $557.6 million when compared to approximately $1,567.6 million for the corresponding prior year period. This increase of customs duties and taxes was primarily attributable to an increase in the number and value of clearances over the comparable periods. The increase in these advances and subsequent collection activity related to customs duties and taxes had an unfavorable impact on our net cash generated from operating activities in the first half of fiscal 2011.

On a comparative basis, during the first half of fiscal 2011, net cash used by operating activities was $48.5 million, compared to net income of $31.6 million for the same period in fiscal 2011. During the first half of fiscal 2010, net cash provided by operating activities was $66.3 million. Stronger economic conditions prevailed in the first half of fiscal 2011 compared to the first half of fiscal 2010 resulting in increased volumes and freight activities which resulted in consumption of cash in the first half of fiscal 2011, at a rate that is consistent with our seasonal norms prior to the recent economic downturn.

Cash used for investing activities for the six months ending July 31, 2010 and 2009 was $25.0 million and $7.0 million, respectively. During the first half of fiscal 2011, cash used for capital expenditures was approximately $19.7 million, consisting primarily of computer hardware and software and furniture, fixtures and equipment. During the normal course of operations, the company has a need to acquire technology, office furniture and equipment to facilitate the handling of our client freight and logistics volumes. The company currently expects to spend approximately $73.0 million for normal or routine capital expenditures for fiscal 2011. Included in cash used in investing activities were proceeds of $0.8 million for the disposal of property, plant and equipment.

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The following outlines certain recent earn-out payments associated with prior acquisitions, as well as the estimated future contingent earn-out payments associated with such prior acquisitions:

• We paid the final contingent earn-out payment of $4.2 million in May 2010 related to our acquisition of Concentrek, which was calculated based on a multiple of Concentrek’s earnings for the twelve-month period ended January 31, 2010. There will be no additional earn-out payments associated with the Concentrek acquisition.

• We do not anticipate making a contingent earn-out payment in regard to our acquisition of Cargoforte based upon the entity’s financial performance during fiscal 2010. One potential contingent earn-out payment remains, subject to a maximum of $19.6 million in the aggregate, which payment will be offset against the initial purchase price of $1.0 million and will be calculated based on a multiple of the acquired operation’s earnings for the twelve month period ending January 31, 2011.

• We have one potential contingent earn-out payment remaining related to our acquisition of UTi Pharma Slovakia, s.r.o. which is subject to a maximum of $3.0 million in the aggregate and is to be calculated based on a multiple of the acquired operation’s earnings for the fiscal year ending January 31, 2012.

• In connection with our acquisition of the remaining ownership interest in each of EMA Ireland and EMA Israel, based on estimated net revenue to be earned from a single client for each of the next four fiscal years ending January 31, 2011, 2012, 2013 and 2014, we currently anticipate making contingent earn-out payments in the quarter following each of such the twelve month periods. The company’s aggregate obligation with respect to these contingent earn-out payments has been estimated to be $0.6 million.

• In August 2010, we made one contingent earn-out payment of $4.7 million related to our acquisition of Tacisa. The payment was calculated based on a multiple of the acquired operation’s earnings for the twelve months ended January 31, 2010. No further payments are required to paid

In connection with the formation of a partnership in South Africa that holds the shares of a subsidiary that distributes pharmaceutical supplies and equipment, the company granted a put option to the minority partner (South Africa Minority Put) providing the partner with a right to put their 25.1% share of the partnership to the company in fiscal 2011. The liability associated with this put option at July 31, 2010 was determined to be zero. On August 11, 2010, the company received notification from the minority partner holding the South Africa Minority Put that the minority partner intends to exercise its right to require us to purchase such partner’s interest. The preliminary redemption value of $8.5 million, which remains subject to finalization, was paid on August 26, 2010 although this amount remains subject to further adjustments and finalization. The company estimates the redemption value to be substantially less than the fair value of the minority partner’s interest in the partnership. The company currently expects to record the difference between the redemption value and the carrying amount of the related noncontrolling interest will be recorded as a component of shareholders’ equity.

Our financing activities during the first half of fiscal 2011 provided $111.2 million of cash, primarily due to proceeds from bank lines of credit of $111.8 million, an increase in short-term credit facilities of $56.6 million, net borrowings of $0.5 million from short term borrowings and net proceeds from the issuance of ordinary shares of $3.4 million offset by repayments of bank lines of credit and long term borrowings, totaling $43.0 million, repayments of capital lease obligations totaling $10.4 million and dividends paid of $6.1 million.

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Many of our businesses operate in functional currencies other than the U.S. dollar. The net assets of these divisions are exposed to foreign currency translation gains and losses, which are included as a component of accumulated other comprehensive loss in shareholders’ equity. The company has historically not attempted to hedge this equity risk. Other comprehensive income is a result of foreign currency translation adjustments, net of tax and other. Included in other comprehensive income was a loss of $5.4 million and a gain of $2.1 million, for the three and six months ended July 31, 2010, respectively. Included in other comprehensive income were gains of $36.2 million and $63.6 million, the three and six months ended July 31, 2009, respectively. By comparison, the first half of the prior year comparative figure was largely caused by depreciation of the U.S. dollar against the South African rand.

Credit Facilities and Senior Notes

The company utilizes a number of financial institutions to provide it with borrowings, letters of credit, guarantees and working capital facilities. Certain of these credit facilities are used for working capital and for issuing letters of credit to support the working capital and operational needs of various subsidiaries and to support various customs bonds and guarantees. In other cases, customs bonds and guarantees are issued directly by various financial institutions. In many cases, the use of these particular borrowings, letter of credit, guarantee, and working capital facilities is restricted to the country in which they originated although this is not always the case. These particular borrowings, letter of credit, guarantee, and working capital facilities may restrict distributions by the subsidiary operating in such country.

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The following table presents information about the facility limits, aggregate amounts of borrowings outstanding as well as availability for borrowings under the various bank lines and letters of credit and other credit facilities as of July 31, 2010.


					South
					African						Other
	ABN/RBS		Nedbank		Facilities		US Facility¹		Spain Facility²		Facilities		Total

Credit facility limit	$	50,000	$	61,000	$	130,788	$	25,000	$	25,000	$	105,569	$	397,357


Facility usage for cash items	$	9,104	$	51,002	$	64	$	25,000	$	22,816	$	57,575	$	165,561
Letters of credit and guarantees		37,035		6,768		75,219		—		—		42,630		161,652

Total	$	46,139	$	57,770	$	75,283	$	25,000	$	22,816	$	100,205	$	327,213


Available, unused capacity	$	3,861	$	3,230	$	55,505	$	—	$	2,184	$	5,364	$	70,144
Available for cash withdrawal	$	—	$	3,230	$	55,505	$	—	$	2,184	$	5,050	$	65,969


¹		Represents one of the company’s two largest single-country credit facilities. This facility expires in May 2011.

²		Represents one of the company’s two largest single-country credit facilities. This facility expires in April 2011.

ABN/RBS Letter of Credit Agreement

On July 9, 2009, the company and certain of its subsidiaries entered into a letter of credit facility pursuant to an agreement with ABN AMRO N.V. (ABN) and The Royal Bank of Scotland plc. (the ABN/RBS Letter of Credit Agreement). The ABN/RBS Letter of Credit Agreement provided for an aggregate availability of up to $50.0 million in letters of credit as of July 31, 2010. The facility matures on July 9, 2011. The company’s obligations under the ABN/RBS Letter of Credit Agreement are guaranteed by the company and selected subsidiaries.

Nedbank Letter of Credit Agreement

On July 9, 2009, the company and certain of its subsidiaries also entered into a letter of credit facility pursuant to an agreement with Nedbank Limited, acting through its London Branch (the Nedbank Letter of Credit Agreement). The Nedbank Letter of Credit Agreement provided for an aggregate initial availability of up to $36.0 million in letters of credit. On January 8, 2010, the company and certain of its subsidiaries entered into an amendment to this agreement (First Nedbank Amendment) which temporarily increased the aggregate availability under the facility to $46.0 million in letters of credit. The First Nedbank Amendment expired on March 1, 2010, after which the aggregate availability under the Nedbank Letter or Credit Agreement reverted to the original availability of $36.0 million in letters of credit.

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On July 23, 2010, UTi Worldwide Inc. (UTi) and certain of its subsidiaries as guarantors (collectively with UTi, the Obligors) entered into an Amendment to Letter of Credit Agreement (Third Nedbank Amendment). The Third Nedbank Amendment among other things increased the current “Maximum Draw Amount” (as such term is defined in the Nedbank Letter of Credit Agreement) under the Nedbank Letter of Credit Agreement by $25.0 million, from $36.0 million to $61.0 million. In addition, the Third Nedbank Amendment provides that in no event shall any letter of credit) issued after July 23, 2010 under the Nedbank Letter of Credit Agreement have an expiration date later than July 9, 2011 unless otherwise agreed to by Nedbank. The Nedbank Letter of Credit Agreement matures on July 9, 2011. The company’s obligations under the Nedbank Letter of Credit Agreement are guaranteed by the company and selected subsidiaries.

Together, the company refers to the ABN/RBS Letter of Credit Agreement and the Nedbank Letter of Credit Agreement as the “Letter of Credit Agreements.” Pursuant to the terms of the Letter of Credit Agreements, the company is charged fees relating to, among other things, the issuance of letters of credit, the aggregate amount of letters of credit outstanding, and the unused portions of these facilities, all at the rates specified in the applicable agreement.

South African Facilities

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 with Nedbank Limited, acting through its Corporate Banking Division (the South African Facilities Agreement). The South African Facilities Agreement provides for a 650.0 million South African rand revolving credit facility, which is comprised of a 400.0 million South African rand working capital facility and a 250.0 million South African rand letter of credit, guarantee and forward exchange contract facility. The South African Facilities Agreement also provides the company’s South African operations with a 150.0 million South African rand revolving asset-based finance facility, which includes, among other things, a capital lease line. 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 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.

Overdrafts under the new 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 London Interbank Offered Rate (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 the company’s subsidiaries party to the South African Facilities Agreement and Nedbank.

During the second quarter ended July 31, 2010, the company entered into a number of new credit facilities with aggregate borrowing credit facility limits of approximately $65.0 million. Such facilities include those entered into by the company’s subsidiaries in the U.S. and Spain as well as a borrowing by the parent company, UTi Worldwide, Inc. and generally expire on various dates in calendar 2011 and bear interest at rates determined based on certain benchmark interest rates plus a margin as specified in the underlying agreements. Total borrowings outstanding under such facilities totaled approximately $62.8 million at July 31, 2010.

Cash Pooling Arrangement

A significant number of our subsidiaries participate in a cash pooling arrangement which is used by us to fund liquidity needs of the subsidiaries. The cash pooling arrangement has no stated maturity date and yields and bears interest at varying rates. The facility does not permit aggregate outstanding withdrawals by our subsidiaries under the arrangement to exceed the aggregate amount of cash deposits by our subsidiaries in the arrangement at any one time, as determined on a global basis. At July 31, 2010, cash deposits exceeded to cash withdrawals. Under the arrangement, cash withdrawals of $108.7 million are included in bank lines of credit and cash deposits of $125.9 million are included in cash and cash equivalents on our balance sheet at July 31, 2010.

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Senior Unsecured Guaranteed Notes

The following table presents information about the aggregate amount of the company’s indebtedness pursuant to its outstanding senior unsecured guaranteed notes as of July 31, 2010.


	2006 Note		2009 Note
	Purchase		Purchase		Other
	Agreement		Agreement		Borrowings		Total

Current portion of long-term borrowings	$	66,668	$	—	$	3,910	$	70,578
Long-term borrowings, excluding current portion		—		55,000		7,173		62,173

Total	$	66,668	$	55,000	$	11,083	$	132,751

2009 Note Purchase Agreement

On July 9, 2009, the company issued $55.0 million of senior unsecured guaranteed notes (2009 Senior Notes) under a note purchase agreement (2009 Note Purchase Agreement), entered into among UTi, certain of its subsidiaries as guarantors and the purchasers named therein. The 2009 Senior Notes bear interest at a rate of 8.06% per annum, payable semi-annually, on the 9th day of February and August. The company is required to repay approximately $9.2 million, or such lesser principal amount as shall then be outstanding, on February 9, 2012 and each February 9th and August 9th thereafter up to and including August 9, 2014. The 2009 Senior Notes mature on August 9, 2014. The company’s obligations under the 2009 Senior Notes and the 2009 Note Purchase Agreement are guaranteed by the company and selected subsidiaries.

2006 Note Purchase Agreement

On July 13, 2006, the company issued $200.0 million of senior unsecured guaranteed notes (the 2006 Senior Notes and, together with the 2009 Senior Notes, the Senior Notes) under a note purchase agreement (the 2006 Note Purchase Agreement, and together with the 2009 Note Purchase Agreement, the Note Purchase Agreements), entered into among UTi, certain of its subsidiaries as guarantors and the purchasers named therein. The 2006 Senior Notes bear interest at a rate of 6.31% per annum, payable semi-annually, on the 13th day of each January and July. The company is required to repay approximately $33.3 million, or such lesser principal amount as shall then be outstanding, on each January 13th and July 13th up to and including July 13, 2011. The 2006 Senior Notes mature on July 13, 2011. The company’s obligations under the 2006 Senior Notes and the 2006 Note Purchase Agreement are guaranteed by the company and selected subsidiaries.

The Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements require the company to comply with financial and other covenants and certain change of control provisions. Some of the covenants include maintaining a specified net worth, maintaining a specified ratio of total debt to consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) and minimum interest charge coverage requirements, among others. Should the company fail to comply with these covenants and be unable to obtain any necessary amendments or waivers, all or a portion of the obligations under the Senior Notes, the Letter of Credit Agreements and the South African Facilities Agreement could become immediately due and payable and the Letter of Credit Agreements and the South African Facilities Agreement could be terminated and the credit, letter of credit, and guarantee facilities provided thereunder would no longer be available. The company was in compliance with all the covenants set forth in the Note Purchase Agreements, the Letter of Credit Agreements and the South African Facilities Agreement as of July 31, 2010.

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Furthermore, the Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements each contain cross-default provisions with respect to other indebtedness, giving the lenders under the Letter of Credit Agreements and the South African Facilities Agreement and the note holders under the Note Purchase Agreements the right to declare a default if the company defaults under other indebtedness in certain circumstances. Should the company fail to comply with these provisions and be unable to obtain any necessary amendments or waivers, all or a portion of the obligations under the Senior Notes, the Letter of Credit Agreements and the South African Facilities Agreement could become immediately due and payable and the Letter of Credit Agreements and the South African Facilities Agreement could be terminated and the credit, letter of credit, and guarantee facilities provided thereunder would no longer be available.

Pursuant to the terms of the Letter of Credit Agreements, the South African Facilities Agreement, and the Note Purchase Agreements, the company is required to indemnify the lenders and others with respect to certain losses, liabilities and costs, those relating to income and other taxes, increased costs suffered as a result of, among other things, changes in laws or regulations, or other requirements which may be imposed by regulatory authorities from time to time, and increased costs suffered as a result of a default under the agreements. The indemnification obligations created by each respective agreement arose at the time such agreement was entered into and will continue in accordance with the terms of such agreement. The company cannot currently estimate the maximum potential amount which could be payable pursuant to its indemnification obligations under these agreements. Liabilities for these indemnification obligations were not material to the company as a whole as of the dates that each of the respective agreements was entered into. The company has not recorded any liabilities related to the indemnification obligations as of July 31, 2010.

Other Factors which May Affect our Liquidity

We are a holding company and all of our operations are conducted through subsidiaries. Consequently, we rely on dividends or advances from our subsidiaries (including those that are wholly owned) to meet our financial obligations and to pay dividends on our ordinary shares. The ability of our subsidiaries to pay dividends to us and our ability to receive distributions on our investments in other entities are subject to applicable local law and other restrictions including, but not limited to, applicable tax laws and limitations contained in our bank credit facilities and in the Note Purchase Agreements. Such laws and restrictions could limit the payment of dividends and distributions to us which would restrict our ability to continue operations. In general, our subsidiaries cannot pay dividends to us in excess of their retained earnings and most countries in which we conduct business require us to pay a distribution tax on all dividends paid. In addition, the amount of dividends that our subsidiaries could declare may be limited in certain countries by exchange controls.

Off-Balance Sheet Arrangements

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

Critical Accounting Estimates

The company’s 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 the company’s critical accounting policies during the second quarter of fiscal 2011.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

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

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

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

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

Interest Rate Risk

We are subject to changing interest rates as a result of our normal borrowing and leasing activities with both fixed and variable interest rates. We do not purchase or hold any derivative financial instruments for trading or speculative purposes.

As of July 31, 2010, there had been no material changes to our exposure to market risks since January 31, 2010, as described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010 on file with the SEC. For a discussion of the company’s 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, 2010.

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 July 31, 2010. 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 July 31, 2010.

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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.

The company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded there were no changes to our internal controls over financial reporting during the second quarter ended July 31, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II. Other Information

Item 1. Legal Proceedings

In connection with ASC 450, Contingencies, the company has not accrued for a loss contingency relating to any of 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 or 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 and 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

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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 intend to respond to this proceeding within 30 days after the last defendant in this global proceeding has been notified.

In November 2009, one of our subsidiaries received a summons from the South African Competition Commission requesting certain information and records in connection with its ongoing investigation of alleged anti-competitive behavior relating to the market for freight forwarding services in South Africa. In January 2010, we responded to this request.

South Africa Revenue Service Matter

The company is involved in a dispute with the South African Revenue Service where the company makes use of “owner drivers” for the collection and delivery of cargo. The South African Revenue Service is claiming that the company is liable for employee taxes in respect of these owner drivers. The company has objected to this claim and together with its legal and tax advisors, believes that the company is in full compliance with the relevant sections of the income tax act governing this situation and has no tax liability in respect of these owner drivers. The amount claimed by the South African Revenue Service is approximately $9.8 million based on exchange rates as of July 31, 2010. There were no material developments concerning this matter during the first half of fiscal 2011.

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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) 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 total of all such actual and potential claims, albeit duplicated in several proceedings, is approximately $12.4 million, based on exchange rates as of July 31, 2010. 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 has agreed to indemnify these individuals in connection with these proceedings. There were no material developments concerning this matter during the first half of fiscal 2011.

Artwork Matter

The company was previously engaged through various indirect subsidiaries in the business of transportation and storage of fine works of art. A client of one of these subsidiaries previously alleged that during several weeks of June 2007 a malfunctioning climate-control unit at such subsidiaries’ warehouses may have caused numerous works of art to be exposed to humidity levels beyond what are considered normal storage conditions. The company received communication from the client that several works of art may have been affected by the humidity; however no claim was ever filed by the client and it is not known whether the works suffered any depreciation beyond normal restoration costs. The company sold this business and the related indirect subsidiaries during fiscal 2009, although it remains liable for any liabilities associated with this matter. In May 2010, the company was made aware that the former client’s insurance company made a related payment to the former client in an amount that is not material to the company as a whole. Based on all the facts and circumstances, the Company has determined that although materially unfavorable outcomes in this matter may be possible, they are considered to be remote.

Big Baboon Patent Litigation

The company and one of its subsidiaries (along with sixteen other global corporations) were named as defendants by a patent holding company, in a patent infringement lawsuit filed on May 7, 2009, in the United States District Court for the Central District of California (Big Baboon, Inc. v. Dell Inc., et. al.). On May 12, 2010, after discovery regarding the eMpower software tools, the plaintiff dismissed its lawsuit against the company and subsidiary without prejudice.

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 in Part I. Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2010. The disclosures in our Annual Report on Form 10-K and in our subsequent reports and filings are not necessarily a definitive list of all factors that may affect our business, financial condition and future results of operations.

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Item 6. Exhibits


Exhibit		Description

	3.1	Memorandum of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, filed July 31, 2007)
	3.2	Articles of Association of the company, as amended (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K, filed July 31, 2007)
	10.1	Third Amendment to Letter of Credit Agreement, dated as of July 23, 2010, by and among UTi Worldwide Inc. and certain of its subsidiaries party thereto and Nedbank Limited, acting through its London Branch (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed July 29, 2010)
	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

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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: September 3, 2010	By:	/s/ Eric W. Kirchner
		Eric W. Kirchner
		Chief Executive Officer

Date: September 3, 2010	By:	/s/ Lawrence R. Samuels
		Lawrence R. Samuels 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	Memorandum of Association of the company, as amended (incorporated by reference to Exhibit 3.1 to the company’s Current Report on Form 8-K, filed July 31, 2007)
	3.2	Articles of Association of the company, as amended (incorporated by reference to Exhibit 3.2 to the company’s Current Report on Form 8-K, filed July 31, 2007)
	10.1	Third Amendment to Letter of Credit Agreement, dated as of July 23, 2010, by and among UTi Worldwide Inc. and certain of its subsidiaries party thereto and Nedbank Limited, acting through its London Branch (incorporated by reference to Exhibit 10.1 to the company’s Current Report on Form 8-K, filed July 29, 2010)
	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

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UTi WORLDWIDE INC - FORM 10-Q - September 3, 2010

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