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

Forward-Looking Statements, Uncertainties and Other Factors

Except for historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which involve certain risks and uncertainties. These forward-looking statements are identified by the use of such terms and phrases as "intends," "intend," "intended," "goal," "estimate," "estimates," "expects," "expect," "expected," "projects," "project," "projected," "projections," "plans," "planned," "seeks," "anticipates," "anticipated," "should," "could," "may," "will," "designed to," "foreseeable future," "believe," "believes," "scheduled," and other similar expressions which generally identify forward-looking statements and include all statements not of an historical fact. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. Future events and actual results could differ materially from those set forth in, contemplated by, or underlying any forward-looking statements. Many important factors may cause the company's results to differ materially from those discussed in any such forward-looking statements, including but not limited to volatility with respect to global trade; global economic, political and market conditions, including those in Africa (excluding North Africa), Asia Pacific and EMENA (which is comprised of Europe, Middle East and North Africa); risks associated with the company's ongoing business transformation initiative, which include unanticipated difficulties and delays and additional costs and expenses; risks that we may be required to record impairment charges to our goodwill; volatile fuel costs; transportation capacity, pricing dynamics and the ability of the company to secure space on third party aircraft, ocean vessels and other modes of transportation; changes in interest and foreign exchange rates; material interruptions in transportation services; risks of international operations; risks associated with, and the potential for penalties, fines, costs and expenses the company may incur as a result of, the ongoing publicly announced governmental investigations into the international air freight and air cargo transportation industry and other related investigations and lawsuits; risks of adverse legal judgments or other liabilities not limited by contract or covered by insurance; the financial condition of the company's clients; disruptions caused by epidemics, natural disasters, conflicts, strikes, wars and terrorism; the other risks and uncertainties described herein and in the company's other filings with the Securities and Exchange Commission (SEC); and other factors outside the company's control. Although UTi believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, UTi cannot assure any reader that the results contemplated in forward-looking statements will be realized in the timeframe anticipated or at all. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by UTi or any other person that UTi's objectives or plans will be achieved. Accordingly, investors are cautioned not to place undue reliance on UTi's forward-looking statements. UTi undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

In addition to the risks, uncertainties and other factors discussed elsewhere in this Quarterly Report on Form 10-Q, the risks, uncertainties and other factors that could cause or contribute to actual results differing materially from those expressed or implied in any forward-looking statements include, without limitation, those set forth under Part I, Item 1A "Risk Factors" in the company's Annual Report on Form 10-K/A for the fiscal year ended January 31, 2012 filed with the SEC (together with any amendments thereto and additions and changes thereto contained in our filings with the SEC since the filing of the company's Annual Report on Form 10-K/A, including, without limitation, in our Quarterly Report on Form 10-Q for the quarters ended April 31, 2012 and July 31, 2012), 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.

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.

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

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. When we act as an indirect carrier with respect to shipments of freight, we typically issue a House Airway Bill (HAWB) or a House Ocean Bill of Lading (HOBL) to our clients as the contract of carriage. When we tender the freight to the airline or ocean carrier (the direct carrier), we receive a contract of carriage known as a Master Airway Bill for airfreight shipments and a Master Ocean Bill of Lading for ocean shipments.

We do not own or operate aircraft or vessels and consequently, contract with commercial carriers to arrange for the shipment of cargo. A majority of our freight forwarding business is conducted through non-committed space allocations with carriers. We arrange for, and in many cases provide, pick-up and delivery service between the carrier and the location of the shipper or recipient.

When we act as an authorized agent for the airline or ocean carrier, we are not an indirect carrier and do not issue an HAWB or HOBL, but rather we arrange for the transportation of individual shipments directly with the airline or ocean carrier. In these instances, 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 most of the countries in which we operate. Within each country, the rules and regulations vary, along with the level of expertise that is required to perform the customs brokerage services. We provide customs brokerage services in connection with a majority of the shipments which we handle as both an air and ocean freight forwarder. We also provide customs brokerage services in connection with shipments forwarded by our competitors. In addition, other companies may provide customs brokerage services in connection with the shipments 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. Other revenues in our Freight Forwarding segment are primarily comprised of international road freight shipments.

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

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

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

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

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

Effect of Foreign Currency Translation on Comparison of Results. Our reporting currency is the U.S. dollar. However, due to our global operations, we conduct and will continue to conduct business in currencies other than our reporting currency. The conversion of these currencies into our reporting currency for reporting purposes is affected by movements in these currencies against the U.S. dollar. A depreciation of these currencies against the U.S. dollar 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 occurs if these currencies appreciate against the U.S. dollar. Additionally, the assets and liabilities of our international operations are denominated in each country's functional 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. These translation effects are included as a component of accumulated other comprehensive income or loss in shareholders' equity. We have historically not attempted to hedge this equity risk and we cannot predict the effects of foreign currency exchange rate fluctuations on our future operating results.

Acquisitions. 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". The company did not complete any acquisitions during the nine months ended October 31, 2012.

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 revenues are 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.

Discussion of Results

The following discussion of our operating results explains material changes in our consolidated results for the three and nine month periods of fiscal 2013 compared to the three and nine month periods of fiscal 2012. The discussion should be read in conjunction with the unaudited consolidated financial statements and related notes included elsewhere in this quarterly report and our audited consolidated financial statements and notes thereto for the fiscal year ended January 31, 2012, which are included in our Annual Report on Form 10-K/A for the fiscal year ended January 31, 2012, on file with the SEC. Our unaudited consolidated financial statements included in this report have been prepared in U.S. dollars and in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP).

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

During the third quarter of fiscal 2013, we were negatively impacted by approximately $1.1 million in the U.S. from superstorm Sandy and approximately $2.4 million from the transport strike in South Africa.

Segment Operating Results. The factors for determining the reportable segments include the manner in which management evaluates the performance of the company combined with the nature of the individual business activities. The company's reportable business segments are (i) Freight Forwarding and (ii) Contract Logistics and Distribution. The Freight Forwarding segment includes airfreight forwarding, ocean freight forwarding, customs brokerage and other related services. The Contract Logistics and Distribution segment includes all operations providing contract logistics, distribution and other related services. Included in corporate are certain administration and support functions, eliminations and various holding company activities within the group structure.

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

Three months ended October 31, 2012 compared to three months ended October 31, 2011

The following tables and discussion and analysis address the operating results attributable to our reportable segments for the three months ended October 31, 2012 compared to the three months ended October 31, 2011:

Freight Forwarding



                                                                Freight Forwarding
                                                          Three months ended October 31,
                                                                             Change             Change
                                           2012             2011             Amount           Percentage
Revenues:
Airfreight forwarding                    $ 344,757        $ 431,247        $  (86,490 )               (20 )%
Ocean freight forwarding                   295,434          325,499           (30,065 )                (9 )
Customs brokerage                           29,655           31,579            (1,924 )                (6 )
Other                                       68,290           71,530            (3,240 )                (5 )

Total revenues                             738,136          859,855          (121,719 )               (14 )
Purchased transportation costs:
Airfreight forwarding                      265,280          335,369           (70,089 )               (21 )
Ocean freight forwarding                   243,791          271,832           (28,041 )               (10 )
Customs brokerage                            1,375            1,062               313                  29
Other                                       48,097           50,173            (2,076 )                (4 )

Total purchased transportation costs       558,543          658,436           (99,893 )               (15 )
Net revenues:
Airfreight forwarding                       79,477           95,878           (16,401 )               (17 )
Ocean freight forwarding                    51,643           53,667            (2,024 )                (4 )
Customs brokerage                           28,280           30,517            (2,237 )                (7 )
Other                                       20,193           21,357            (1,164 )                (5 )

Total net revenues                         179,593          201,419           (21,826 )               (11 )
Yields:
Airfreight forwarding                         23.1 %           22.2 %
Ocean freight forwarding                      17.5 %           16.5 %
Staff costs                                102,476          110,609            (8,133 )                (7 )
Depreciation                                 3,858            4,287              (429 )               (10 )
Amortization of intangible assets            1,006            1,051               (45 )                (4 )
Severance and other                            833              909               (76 )                (8 )
Other operating expenses                    46,302           47,350            (1,048 )                (2 )

Operating income                         $  25,118        $  37,213        $  (12,095 )               (33 )%

Airfreight Forwarding. Airfreight forwarding revenues decreased $86.5 million, or 20%, for the three months ended October 31, 2012, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, airfreight forwarding revenues decreased $71.4 million, or 17%, compared to the corresponding prior year period. Our results for airfreight and our other products and segments for the three months ended October 31, 2012, were negatively impacted by a weaker Euro and ZAR, compared to the U.S. Dollar, when compared to the corresponding prior year period. Macroeconomic and freight conditions remained weak throughout our fiscal 2013 third quarter with no discernible peak season. Airfreight was impacted the most, as weight

per shipment fell and clients favored lower cost options such as ocean freight. Although the Company continued to secure new business, the pace of business wins was not sufficient to offset the reductions from existing business. When the effects of foreign currency fluctuations are excluded, (i) $39.3 million of the decrease in airfreight forwarding revenues was attributable to a decline of airfreight forwarding volumes (which we measure in terms of total kilograms),
(ii) $13.2 million of the decrease was attributable to reduced fuel surcharges and (iii) $18.9 million of the decrease was attributable to a decline of our selling rates, caused in part by lower carrier rates incurred by us.

Airfreight forwarding volumes decreased 12% for the three months ended October 31, 2012, compared to the corresponding prior year period, reflecting a continued weak airfreight environment compared to the same period in the prior year. On a sequential basis, airfreight tonnage deteriorated 6% for the three months ended October 31, 2012 over the second quarter of fiscal 2013.

Airfreight forwarding net revenues decreased $16.4 million, or 17%, for the three months ended October 31, 2012, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, airfreight forwarding net revenues decreased $12.7 million, or 13%. Changes in net revenues are primarily a function of volume movements and the expansion or contraction in yields, which is the difference between our selling rates and the carrier rates incurred by us. The $12.7 million decline in airfreight forwarding net revenues calculated on a basis which excludes the effects of foreign currency fluctuations was caused by an $11.9 million decrease attributable to declining airfreight forwarding volumes and by a $0.8 million decrease attributable to declining yields.

Airfreight yields for the three months ended October 31, 2012 increased approximately 90 basis points to 23.1% compared to 22.2% for the corresponding prior year period. On a sequential basis, airfreight yields of 23.1% for the three months ended October 31, 2012 were 50 basis points higher when compared to airfreight yields of 22.6% for the second quarter of fiscal 2013.

Ocean Freight Forwarding. Ocean freight forwarding revenues decreased $30.1 million, or 9%, for the three months ended October 31, 2012, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, ocean freight forwarding revenues decreased $14.1 million, or 4%. Ocean freight volumes (which we measure in terms of TEUs) were at similar levels during the three months ended October 31, 2012 compared to the corresponding prior year period. When the effects of foreign currency fluctuations are excluded, (i) $13.9 million of the decrease in ocean freight forwarding revenues was attributable to a decrease in our selling rates caused in part by reduced carrier rates and (ii) $0.2 million of the decrease was caused by a decrease in ocean freight volumes.

Ocean freight forwarding net revenues decreased $2.0 million, or 4%, for the three months ended October 31, 2012, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, ocean freight forwarding net revenues increased $0.3 million, or 1%. Ocean freight yields for the three months ended October 31, 2012, increased approximately 100 basis points to 17.5% compared to 16.5% for the corresponding prior year period. Volumes did not have a meaningful impact on the ocean freight forwarding net revenue period to period comparisons.

Customs Brokerage and Other. Customs brokerage revenues decreased $1.9 million, or 6%, for the three months ended October 31, 2012, compared to the corresponding prior year period; however, when the effects of foreign currency fluctuations are excluded, customs brokerage revenues were comparable for the . . .