1124827--4/1/2009--UTi_WORLDWIDE

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{acquisition, growth, future}

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The global economic slowdown increases the risk that we may be required to record impairment charges to our goodwill, and identifiable intangible assets and property, plant and equipment, which would impact the results of our operations. We have substantial outstanding indebtedness and our outstanding indebtedness could adversely impact our financial condition and results of operations. We will need replacement financing for our indebtedness, we may need additional financing to fund our operations and we may not be able to obtain financing on terms acceptable to us or at all. The Facility Agreement and the Note Purchase Agreement contain a variety of covenants imposing operating and financial restrictions on us and may limit our operating and financial flexibility. Our failure to comply with such covenants could result in an event of default under both of these agreements. Our information technology restructuring plan and other recent cost reduction measures involve risks, could result in higher than expected costs or otherwise adversely impact our operations and profitability. Our business transformation initiative, which we call 4asOne, involves risks, could result in higher than expected costs or otherwise adversely impact our operations and profitability. We conduct business throughout the world and our international presence exposes us to potential difficulties and risks associated with distant operations and to various global, regional and local economic, regulatory, political and other uncertainties and risks. We have grown in the past, and may grow in the future, through acquisitions. Growth by acquisitions involves risks and we may not be able to identify or acquire companies consistent with our growth strategy or successfully integrate any acquired business into our operations. If we fail to develop and integrate information technology systems or we fail to upgrade or replace our information technology systems to handle increased volumes and levels of complexity, meet the demands of our clients and protect against disruptions of our operations, our business could be seriously harmed. We are dependent on key management personnel and the loss of any such personnel could materially and adversely affect our business. We are dependent on our relationships with our agents, affiliates, key employees and third-party carriers in various countries around the world. Foreign currency fluctuations could result in currency translation exchange gains or losses or could increase or decrease the book value of our assets. Because our freight forwarding and domestic ground transportation operations are dependent on commercial airfreight carriers and air charter operators, ocean freight carriers, major United States railroads, other transportation companies, draymen and longshoremen, changes in available cargo capacity and other changes affecting such carriers, as well as interruptions in service or work stoppages, may negatively impact our business. Our North American ground transportation businesses are subject to a number of factors that are largely beyond our control, any of which could have a material adverse effect on our results of operations. If we are required to reclassify independent contractors as employees in our trucking, truck brokerage and other carrier businesses, we may incur additional costs and taxes which could have a material adverse effect on our results of operations. Comparisons of our operating results from period to period are not necessarily meaningful and should not be relied upon as an indicator of future performance. We may not succeed with our long-term strategic operating plan, and as a result, our revenue, results of operations and profitability may be adversely impacted. We face intense competition in the freight forwarding, customs brokerage, contract logistics, domestic ground transportation and supply chain management industry. Our effective income tax rate will impact our results of operations, cash flow and profitability and the tax returns of some of our subsidiaries are under review by various tax authorities. Proposed tax legislation in the United States and other jurisdictions in which we operate could affect our ability to realize tax benefits from operations in certain tax jurisdictions. Because we are a holding company, we are financially dependent on receiving distributions from our subsidiaries and we could be harmed if such distributions can not be made in the future. Because we manage our business on a localized basis in many countries around the world, our operations and internal controls may be materially adversely affected by inconsistent management practices. If we are not able to limit our liability for clients claims through contract terms and limit our exposure through the purchase of insurance, we could be required to pay large amounts to our clients as compensation for their claims and our results of operations could be materially adversely affected. The failure of our policies and procedures which are designed to prevent the unlawful transportation or storage of hazardous, explosive or illegal materials could subject us to large fines, penalties or lawsuits. If we fail to comply with applicable governmental regulations, we could be subject to substantial fines or revocation of our permits and licenses and we may experience increased costs as a result of governmental regulation. If we are not able to sell container space that we purchase from ocean shipping lines, capacity that we charter from our air carriers and utilize our truck capacity, we will not be able to recover our out-of-pocket costs and our profitability may suffer. If we lose certain of our contract logistics clients or we cannot maintain adequate levels of utilization in our shared warehouses, then we may experience revenue losses and decreased profitability. If we are not reimbursed for amounts which we advance for our clients, our revenue and profitability may decrease. It may be difficult for our shareholders to effect service of process and enforce judgments obtained in United States courts against us or our directors and executive officers who reside outside of the United States. Because we are incorporated under the laws of the British Virgin Islands, it may be more difficult for our shareholders to protect their rights than it would be for a shareholder of a corporation incorporated in another jurisdiction. Future issuances of preference shares could adversely affect the holders of our ordinary shares. Our Memorandum and Articles of Association contain anti-takeover provisions which may discourage attempts by others to acquire or merge with us and which could reduce the market value of our ordinary shares.

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1124827--4/1/2009--UTi_WORLDWIDE_INC