Declaration and Expert Report of Cynthia L. Jones, Cfa

Date: 2023-06-28

Full text

Exhibit 6
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EXHIBIT A
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UNITED STATES DISTRICT COURT
CENTRAL DISTRICT OF CALIFORNIA, WESTERN DIVISION

IN RE UTI WORLDWIDE, INC. SECURITIES
Case No. 2:14-cv-02066-CBM-E
LITIGATION

DECLARATION AND EXPERT REPORT OF CYNTHIA L. JONES, CFA

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Table of Contents
I.
Introduction ........................................................................................................ 1
II.
Qualifications ..................................................................................................... 2
III.
Summary of Opinions ........................................................................................ 4
IV.
Defining an Efficient Market ............................................................................. 5
V.
UTi Common Stock ........................................................................................... 9
VI.
Examination of Market Efficiency Factors for UTi Common Stock...............11
A.
UTi Common Stock Was Actively Traded by Numerous Participants .13
B.
There Was Substantial Coverage by Research Analysts During the
Class Period ...........................................................................................14
C.
UTi Common Stock Traded Through Numerous Market Makers During
the Class Period .....................................................................................16
D.
UTi was Eligible to File a Form S-3 Registration Statement During the
Class Period ...........................................................................................18
E.
UTi’s Equity Market Capitalization During the Class Period Ranged
from Approximately $1.03 Billion to $1.84 Billion ..............................20
F.
UTi’s Common Stock Was Widely-Held ..............................................22
G.
UTi’s Bid-Ask Spread Was Narrow ......................................................24
H.
Empirical Facts Show a Cause and Effect Relationship Between
Unexpected Corporate Events and a Rapid Response in UTi’s Stock
Price .......................................................................................................27
VII. Class-wide Damages Are Subject to A Common Methodology .....................43
VIII. Summary and Conclusion ................................................................................44
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I, Cynthia L. Jones, do hereby declare and state as follows:

I.
Introduction

1.
I am a Vice President of Monument Economics, LLC (“MEG”). MEG
is an economic consulting firm with offices in Arlington, Virginia and New York,
New York. MEG’s senior staff provides financial analysis and related consulting to
its clients. MEG personnel have frequently been called upon to prepare reports and
to testify as experts in actions brought pursuant to Federal and State securities laws
on matters including: (1) market efficiency; (2) the materiality of information; (3)
loss causation and damages; (4) the valuation of publicly traded and privately held
securities; and (4) the quantum of economic damages sustained by investors.
2.
I have been asked by Counsel to analyze the market for the common
stock of UTi Worldwide, Inc. (“UTi” or “the Company”) during the period March
28, 2013 through February 25, 2014 (“the Class Period”) and to determine whether
UTi’s common stock traded in an efficient market.1 A graph of the daily closing
stock price and reported trading volume appears on Exhibit No. 1.2
3.
I have also been asked whether a common damage methodology could
be applied to compensate purchasers of UTi common stock on a class-wide basis,

1 Throughout this report, the term “common stock” will be used to refer to UTi’s ordinary shares of voting
stock.
2 Price and volume source is Bloomberg LP.
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assuming Defendants are found liable for alleged violations of the Securities
Exchange Act of 1934 (“Exchange Act”).
4.
A summary of the materials that I have reviewed and rely upon appear
in Exhibit No. 2. These documents include, but are not limited to:
a. Public disclosures made by the Company, including press releases and
quarterly and annual reports to shareholders;
b. News articles in the general and financial press about UTi and the
industry in which it operated;
c. Reports issued by security analysts following the Company and its
competitors during the Class Period; and
d. The Second Amended Class Action Complaint filed in this matter (the
“Complaint”).
5.
MEG is being compensated in this matter based on the number of hours
expended at the rates charged for personnel, which range from $175 to $400 per
hour, plus out-of-pocket expenses. My hourly rate is $400, and my compensation is
not in any way contingent upon the outcome of this matter.
II.
Qualifications

6.
I graduated from North Carolina State University with a Bachelor’s
Degree in Economics and Business Management and hold a Master’s of Business
Administration in Finance from Rutgers University.
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7.
I have been professionally active as a financial analyst for more than
twenty-five years. I have achieved the professional designation of Chartered
Financial Analyst (“CFA”) and am a member of the CFA Institute. The CFA
program is a globally recognized standard for measuring the competence and
integrity of financial analysts. Its curriculum develops and reinforces a fundamental
knowledge of investment principles. The curriculum includes Ethical and
Professional Standards, Quantitative Methods, Economics, Financial Statement
Analysis, Corporate Finance, Analysis of Debt Investments, Analysis of Equity
Investments, Analysis of Derivatives, Analysis of Alternative Investments, Portfolio
Management and Performance Measurement and Attribution. A candidate’s ability
to apply these principles at a professional level is measured through three levels of
examination which must be passed in succession. I participate in the CFA Institute’s
continuing education program and I am a member of the CFA Society New York
and CFA Society Philadelphia. A copy of my curriculum vitae is attached as Exhibit
No. 3.
8.
The past 25 years of my career has largely been dedicated to capital
markets consulting and expert analytics in securities and commercial litigation
matters, including valuation and economic damages. I have been retained to provide
opinions on the value of equity securities, corporate debt securities, mutual funds,
real estate investment trusts, and other financial instruments. I have been found
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qualified to testify on matters including market efficiency, materiality, causation and
damages. A complete list of matters in which I have provided oral or written
testimony is attached as Exhibit No. 4.
III.
Summary of Opinions

9.
Based upon my professional knowledge and experience, as well as my
review and analyses of the documents and data listed in Exhibit No. 2, it is my
opinion that during the Class Period: (1) the market in which UTi’s common stock
traded was open and well-developed; (2) information about UTi was readily
available and widely disseminated to investors; and (3) the price of UTi’s common
stock rapidly reflected new, relevant publicly available information concerning the
Company. Therefore, it is my opinion that the market for UTi’s common stock
during the Class Period can properly be characterized as efficient.
10. As discussed below, courts often rely on a number of factors to assess
the efficiency of the market for common stocks, including the five factors outlined in
Cammer v. Bloom, 711 F. Supp. 1264, (D.N.J. 1989) (“Cammer”). In addition to
the Cammer factors, courts have recognized three other indicators that the market for
a security is efficient: market capitalization, public float, and the bid-ask spread.3 I
have set forth a summary of the various factors that I considered in analyzing the
efficiency of the market for UTi’s common stock in Exhibit No. 5.

3 Krogman v. Sterritt, 202 F.R.D. (D. Tex 2001).
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11. It is also my opinion that should a trier of fact find Defendants liable for
damages as alleged in the Complaint, class-wide damages are subject to a common
methodology to compensate purchasers of the Company’s common stock.
IV.
Defining an Efficient Market

12. The concept of an “efficient” market evolved from the Ph.D. dissertation
of Eugene Fama.4 Dr. Fama made the argument that, in an active market that
includes many well-informed and intelligent investors, securities prices will reflect
all available information. If the market is efficient, an investment methodology for
choosing a portfolio of securities cannot be expected to consistently outperform an
appropriate comparative benchmark – for example, a randomly selected portfolio of
securities with a similar risk profile.
13. According to The Efficient Market Hypothesis (the “EMH”) there are
three forms of market efficiency -- weak, semi-strong and strong. The three forms
of efficient markets are distinguished by the degree of information that is reflected in
securities prices.
14. The weak form postulates that security prices reflect information about
their past prices, and therefore it is impossible to earn consistent profits by studying
past returns, alone. The market is said to “have no memory” regarding past prices.5

4 Fama, Eugene F., “Random Walks in Stock Market Prices,” Financial Analysts Journal, Vol. 21,
September/October 1965, pp. 55-60.
5 See, e.g., Malkiel, Burton G., “The Efficient Market Hypothesis and Its Critics,” Journal of Economic
Perspectives, Vol.17, Number 1, (2003), pps. 59-82.
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One common methodology for determining whether the market for a security is at
least weak-form efficient is to statistically analyze whether there is independence in
successive price changes. If a security is weak-form efficient, there should be no
statistically significant relationship between today’s price change and yesterday’s. If
a significant relationship does exist, it’s a condition known as “autocorrelation,” and
may be a sign of inefficiency. However, the mere presence of autocorrelation alone
does not render a market inefficient. The non-random price return patterns must be
persistent, and large enough to be considered “economically meaningful” where one
could consistently earn superior returns, after transactions costs, to that of a simple
buy-and-hold strategy.6
15. A common methodology for determining whether the market for a
security is weak-form efficient is to statistically analyze whether there is
independence in successive price changes. I performed a regression analysis of
UTi’s daily stock price returns (the “y”, or independent variable) against its one-day
lag returns (the “x”, or dependent variable) during the Class Period to test whether
the returns were random or whether the previous day’s return was a reliable
predictor of today’s return.7 The results of this regression analysis indicated no

6 See, e.g., Fama, Eugene F., “Efficient Capital Markets: A Review of Theory and Empirical Work,” The
Journal of Finance, Vol. 25, No. 2, Papers and Proceedings of the Twenty-eighth Annual Meeting of the
American Finance Association New York, N.Y. December, 28-30, 1969 (May, 1970), 383-417.
7 My analysis uses the daily and one-day lag returns for the Class Period, a methodology consistent with a
test for autocorrelation set forth in the previously cited Fama article, “Efficient Capital Markets: A Review
of Theory and Empirical Work.”
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significant correlation, as shown in the statistical summary below. In other words,
UTi’s stock price followed a “random walk” and satisfied the criteria for weak-form
efficiency.
Regression Statistics
Coefficients
Standard Error
t Stat
P-value
Multiple R
0.059

Intercept
0.000

0.001

0.238

0.812

R Square
0.003

Returns t-1
0.059

0.066

0.891

0.374

Adjusted R Square
(0.001)

Standard Error
0.017

Observations
230

16. The “Multiple R,” commonly expressed as “r,” is the correlation
coefficient and measures the strength of the relationship between two variables. It
assumes a value of -1 (perfect negative correlation) to +1 (perfect positive
correlation), thus values around zero show no meaningful correlation.8 In this case,
the correlation is only 0.059, indicating weak correlation. The “R-square” shown in
the preceding table is the measure of the “goodness of fit” of the model, and defines
how much of the variation in UTi’s stock price return each day is explained by the
variation in the preceding trading date’s returns. It assumes a value between 0,
indicating no predictive value in the equation, and 1, indicating perfect predictive
value. In this case, the R-square was 0.003, or 0.3 percent, indicating that less than
one half of one percent of the variability in UTi’s daily stock price returns was
explained by its return on the prior day. The absolute value of the t-statistic for the
one-day lag return coefficient (x variable) is substantially less than 1.96, which is the

8 See, e.g.: https://statistics.laerd.com/statistical-guides/pearson-correlation-coefficient-statistical-guide.php.
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threshold for statistical significance at the 5 percent confidence level, meaning the
one-day lag returns are not a reliable predictor of the daily returns. Thus, based on
this analysis, there is sufficient empirical evidence to conclude that UTi’s successive
price changes were independent and therefore the market for UTi’s common stock
was at least weak-form efficient during the Class Period.
17. At the other end of the spectrum is the perfectly efficient market, also
known as “strong-form efficient,” where prices reflect all information about a
security, including non-public information. Market participants and academics
generally agree that strong-form efficiency is an ideal, with very little real-world
existence.9 I will therefore turn my attention to the issue of whether the market for
UTi common stock was semi-strong form efficient, the applicable foundation for the
Fraud on the Market Theory.
18. In markets that are semi-strong efficient, security prices reflect all
publicly available information.10 The speed with which security prices adjust to new
information depends upon the nature of the new information and how quickly
investors can digest the implications of the information. I agree with Dr. Fama and
others that the rapid inclusion of new, relevant information in the price of a security
is a reliable indication of market efficiency:

9 See, e.g.: Jensen, Michael C. “Some Anomalous Evidence Regarding Market Efficiency.” Journal of
Financial Economics, Vol. 6, Nos. 2/3 (1978) 95-101.
10 Fama, Eugene F. “Efficient Capital Markets: A Review of Theory and Empirical Work,” p.383.
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The typical result in event studies on daily data is that, on average,
stock prices seem to adjust within a day to event announcements. The
result is so common that this work now devotes little space to market
efficiency. The fact that quick adjustment is consistent with efficiency
is noted, and then the studies move on to other issues.11

19. The remainder of my discussions and opinions regarding the efficiency
of the market for UTi common stock during the Class Period refer to efficiency in
the semi-strong form. As discussed in detail below, it is my opinion that during the
Class Period, the market for UTi common stock met the criteria for semi-strong
efficiency. In the next section, I will discuss UTi in general and the market for its
common stock.
V.
UTi Common Stock

20. During the Class Period, UTi operated as a non-asset-based supply chain
services and solutions company. Incorporated in the British Virgin Islands in 1995,
its main office was located in Long Beach, California. UTi had a global network of
freight forwarding offices and contract logistics and distribution centers in 59
countries. It served clients in an additional 92 countries through independent agent-
owned offices.12 As of January 2014, UTi had approximately 21,000 employees,
located in Europe, the Americas, Asia Pacific, the Middle East and Africa.
21. The Company described the industry in which it operated as follows:

11 Fama, Eugene F. “Efficient Capital Markets II.” Journal of Finance, 46, no. 5 (1991): 1575–1617.
12 Source: UTi Worldwide, Inc. Form 10-K for fiscal year ended January 31, 2014, p.2.
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The global supply chain services and solutions industry consists of air
and ocean freight forwarding, contract logistics, domestic ground
transportation, customs brokerage, distribution, inbound logistics,
warehousing and supply chain management, and other services.13

22. In its fiscal year ended January 31, 2014, UTi earned approximately $4.4
billion in revenue. The percentage revenue earned by each operating segment was
as follows:14
1/31/2014
Airfreight forwarding
30%
Ocean freight forwarding
28%
Customs brokerage
3%
Other freight forwarding
6%
Total freight forwarding
67%
Contract logistics
17%
Distribution
13%
Other freight forwarding
3%
Total contract logistics
and distribution segment
33%
Total Revenues
100%

23. In October 2015, the Company announced it entered into a merger
agreement with the DSV Group (“DSV”), a Denmark-based global logistics
company, pursuant to which DSV would acquire all of UTi’s outstanding shares of
common stock for $7.10 per share.15 That transaction was completed in January
2016, and UTi is no longer an independent publicly-traded company.

13 Ibid, p.2.
14 Ibid, p.4.
15 http://www.dsv.com/About-DSV/media/latest-news/2015/10/DSV-agrees-to-acquire-UTi-Worldwide-
Inc.
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24. During the Class Period, UTi common stock was listed for trading on
the NASDAQ Global Select Market (“NASDAQ GSM”), which is the highest tier of
the NASDAQ stock market. According to NASDAQ’s website,
NASDAQ Global Select Market has the highest initial listing
standards of any of the world’s stock markets. Companies listed
on the Global Select market must meet financial and liquidity
requirements, and satisfy corporate governance and disclosure
requirements on both an initial and continuing basis.16

25. The Company had approximately 104 million common shares
outstanding at the beginning of the Class Period.
VI.
Examination of Market Efficiency Factors for UTi Common Stock

26. Many courts have relied upon the existence of certain criteria that are
indicative of an efficient market for a particular security. For example, the court in
Cammer, discussed five characteristics, applicable to common stock, that were
positively related to an inference of market efficiency:
a.
an active trading market; turnover measured by average weekly trading
of two percent or more of the outstanding shares would justify a strong
presumption that the market for the security is an efficient one; one
percent would justify a substantial presumption;

b.
a significant number of securities analysts following and reporting on
the subject security;

c.
the presence of numerous market makers;

d.
the ability of the Company to file a Form S-3 Registration Statement in
connection with public offerings; and

16 http://business.nasdaq.com/list/listing-options/US-Market-Tiers/global-select-market.
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e.
the existence of empirical facts showing a cause and effect relationship
between unexpected corporate events and financial releases and an
immediate response in the stock price.

27. In my opinion, the first four factors are descriptive of the structural
foundation for liquidity and the availability of information about the subject
company. While direct evidence of a cause and effect relationship is not always
necessary,17 financial economists generally find the most important factor is the fifth
factor, which tests the cause and effect relationship between the dissemination of
new, relevant information and changes in the price of the security.
28. Various courts have considered three more factors in addition to the five
Cammer factors when determining efficiency:18
a.
the Company’s market capitalization;
b.
float, the percentage of shares held by the public rather than insiders;
and
c.
the size of the bid-ask spread.

17 In re Petrobras Sec. Litig., 312 F.R.D. 354,367 (S.D.N.Y. 2016); and Strougo et al. v. Barclays PLC et
al., case number 16-1912, in the U.S. Court of Appeals for the Second Circuit, Opinion, dated November 6,
2017.
18 In Teamsters Local 445 Freight Division Pension Fund v. Bombardier, Inc., 2006 U.S. Dist. LEXIS
52991, at *22-24 (S.D. N.Y. Aug. 1, 2006), Judge Scheindlin observed that courts “typically consult some
or all” of the 5 Cammer factors and 3 additional factors from the economic literature in determining market
efficiency. On appeal, the Second Circuit Court of Appeals also referred to these 8 factors as being
“routinely applied,” while pointing out that it has not adopted a particular test for market efficiency.
Teamsters Local 445 Freight Division Pension Fund v. Bombardier, Inc., 2008 U.S. App. LEXIS 21498.
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29. The remainder of this report will discuss the efficiency of the market for
UTi common stock during the Class Period in the context of these eight factors.
A.
UTi Common Stock Was Actively Traded by Numerous Participants

30. For measuring turnover in common stocks, Cammer sets forth certain
thresholds, measured by average weekly trading volume as a percentage of total
shares outstanding, that are indicative of market efficiency. It states that turnover of
two percent or more of the outstanding shares would justify a strong presumption
that the market for the security is an efficient one; and that one percent would justify
a substantial presumption.19 I use these as guidelines in analyzing the turnover of
UTi’s common stock.
31. I examined the weekly trading volume of the common stock during the
Class Period, including the weeks ending March 29, 2013 through February 28,
2014.20 I calculated turnover as the weekly trading volume divided by the total
shares outstanding. During the Class Period, UTi had an average weekly trading
volume of approximately 2.8 million shares and turnover of 2.7 percent, exceeding
the Cammer threshold for a “strong presumption” of market efficiency. I did not
include the last week’s volume in my turnover calculation, as this includes the date
upon which the alleged corrective disclosures entered the market (followed by
extremely heavy trading volume), as it would bias the results in favor of a finding of

19 Cammer, 711 F. supp. at 1286.
20 Data source: Bloomberg LP.
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efficiency. The median turnover for all the weeks during the Class Period was 2.3
percent. A table of these results is set forth in Exhibit No. 6 and a graphical display
is attached as Exhibit No. 7.
32. I observed that the reported trading volume for June 28, 2013, was
unusually high at approximately 11.1 million shares. The average daily volume
from the beginning of the Class Period through June 27, 2013 was just 610,000
shares. I am not aware of any corporate event to which to attribute the abnormally
high reported volume that day. For purposes of checking the sensitivity of my
turnover calculations to a potential aberration in the data, I removed the volume for
the week ended June 28, 2013 from my data set and recalculated turnover, resulting
in average and median turnover of 2.5 percent and 2.3 percent, respectively. UTi’s
adjusted turnover still exceeded the threshold set forth by Cammer of 2 percent
suggesting a “strong presumption” of market efficiency.
33. It is my opinion that the large turnover in the Company’s common
shares during the Class Period supports a finding that the market was active and
efficient.
B.
There Was Substantial Coverage by Research Analysts During the Class
Period

34. I obtained a compendium of the analyst reports that were issued during
the relevant period, and archived by Thomson Reuters, a list of which is included in
Exhibit No. 8. The depth of analyst coverage shows that informed research about
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the Company was widely available to UTi’s investors. These reports, which detailed
information about the Company’s earnings, financial condition, and corporate
events, contained important information pertinent to the investment community and
the Company’s shareholders. Exhibit No. 8 shows that more than 70 research
reports were published during the Class Period on the subject of UTi, by more than
13 different firms. Some of the firms following the Company, and publishing
reports, include: Morgan Stanley, J.P. Morgan, Morningstar, Jefferies, and RBC
Capital Markets.
35. The Company also hosted regular conference calls with the investment
community in conjunction with the release of its quarterly financial results
throughout the Class Period. As evidenced by the transcripts of these calls, on
March 28, 2013, June 6, 2013, September 6, 2013, and December 5, 2013, numerous
analysts participated in the Q&A sessions, posing questions regarding the
Company’s earnings, operating margins, and potential cost savings associated with
the implementation of the new IT systems, among other things. Management
representatives for UTi also participated in industry conferences sponsored by
brokerage firms including the RBC Capital Markets Global Industrials Conference
on September 10, 2013 and the Morgan Stanley Industrials and Autos Conference on
September 17, 2013. The transcripts of these events show that management
discussed macro-economic conditions, industry trends, and company specific goals
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and challenges. They also fielded questions from analysts and other members of the
investment community.
36. The Cammer decision does not specifically quantify what constitutes a
“significant” number of analysts. In my opinion, however, the multitude of
published research reports, and Company-specific activities within the investment
community, reflects significant coverage of UTi, and events impacting its common
stock, during the Class Period. The wide coverage by well- known Wall Street
research firms, and pro-active efforts to interact with the investment community
through teleconferences, is consistent with a finding of market efficiency for UTi’s
common stock during the Class Period.
C.
UTi Common Stock Traded Through Numerous Market Makers During
the Class Period

37.
Cammer, in quoting Bromberg & Lowenfels states, “We think that, at a
minimum, there should be a presumption – probably conditional for class
determination – that certain markets are developed and efficient for virtually all the
securities traded there: the New York and American Stock Exchanges, the Chicago
Board Options Exchange and the NASDAQ National Market System.”21,22 As
previously discussed, UTi common stock was listed on the NASDAQ Global Select

21 Cammer v. Bloom, 711 F. Supp 1264 (D.N.J. 1989) at 79.
22 Bromberg & Lowenfels, 4 Securities Fraud and Commodities Fraud, § 8.6 (Aug. 1988).
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Market during the Class Period.23 Academic research has confirmed that listing on
NASDAQ confers a relative liquidity advantage on a security.24
38.
NASDAQ describes itself as, “a unique market organization that
provides a competitive trading environment and efficient, low-cost execution of
orders. There are multiple market participants, including market makers, order-entry
firms and electronic communications networks (ECNs) that utilize NASDAQ’s
trading services.”25 Market makers are member firms that buy and sell securities for
their own account as well as for customer accounts.
39. Cammer discussed that for certain securities such as “for the over the
counter markets without volume reporting,” it might be important to weigh the
number of market makers in assessing the efficiency of the market. It provides that
ten market makers would justify substantial presumption of efficiency, while five
would justify a more modest presumption. Clearly, with a listed security for which
price and volume information is readily available, as in the case of UTi, the quantum
of market makers is less relevant.
40. I obtained a report known as the Broker Activity Summary, or BAS,
from Bloomberg. It lists each of the firms, including broker dealers, market makers,

23 On July 1, 2006 the NASDAQ National Market was renamed the NASDAQ Global Market. At that time,
it also created the NASDAQ Global Select Market which has the most stringent initial listing standards of
NASDAQ.
24 See, for example, Sanger, Gregory C. and McConnell, John J., ‘Stock Exchange Listings, Firm Value,
and Security Market Efficiency: The Impact of NASDAQ,” Journal of Financial and Quantitative Analysis,
Vol. 21, No. 1 March 1986, pp. 1-25.
25 www.nasdaqtrader.com/Trader.aspx?id=marketmakerprocess.
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ECNs, and order-entry firms that facilitated trading in UTi stock during the Class
Period. The firms are listed by what is known as an MPID, or “market participant
ID,” which is a four-digit alpha numeric code, as well as by firm name. The BAS
report also includes the number of shares purchased and sold by each market
participant. A summary of that report is attached as Exhibit No. 9.
41. Counting the unique MPID’s, I observe that there were more than 100
firms making a market, or facilitating trading, in UTi common stock during the
period March 2013 through February 2014, with combined gross volume in excess
of 70 million shares.26 This figure compares favorably with the ten market makers
cited by Cammer that would justify a substantial presumption of market efficiency.
42. In my opinion, the prevalence of competing firms, including market
makers in UTi common stock during the Class Period weighs in favor of a finding
that there was an efficient market for this security.
D.
UTi was Eligible to File a Form S-3 Registration Statement During the
Class Period

43. One of the Cammer factors indicative of the breadth of information in
the market about a company is the company’s ability to file a Form S-3 Registration
Statement when it effects a public offering of its securities. In 1982, the Securities
and Exchange Commission adopted a comprehensive revision to the rules and forms
governing the registration of securities under the Securities Act of 1933, which

26 Reflects only those broker dealers with volume in excess of 1,000 shares.
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allowed certain filers to deliver registration documents on a “streamlined” basis, if
sufficient information was already in the public market regarding that company.27
Form S-3, in reliance on the efficient market theory, allows maximum
use of incorporation by reference of Exchange Act reports and requires
the least disclosure to be presented in the prospectus and delivered to
investors. Generally, the Form S-3 prospectus will present the same
transaction-specific information as will be presented in a Form S-1 or
S-2 prospectus. Information concerning the registrant will be
incorporated by reference from Exchange Act reports. The prospectus
will not be required to present any information concerning the
registrant unless there has been a material change in the registrant's
affairs which has not been reported in an Exchange Act filing or the
Exchange Act reports incorporated by reference do not reflect certain
restated financial statements or other financial information.28
(Emphasis added)
44. UTi had been a public company since November 2, 2000. It did not
register any securities for sale during the Class Period. Its most recent offering prior
to the Class Period was in October 2004, at which time it filed a Form S-3
registration statement for a $250 million offering of equity and debt securities. In
assessing whether UTi remained eligible for short-form securities registration during
the Class Period, I examined the SEC’s guidelines for eligibility, attached as Exhibit
No. 10. Two potential disqualifiers would be if the Company was not current in its
quarterly and annual filings; and if it was in default on any of its debt or lease
obligations, or had omitted any dividends to preferred shareholders. To the best of

27 SEC Release No. 33-6383 (March 3, 1982) [47 FR 11380].
28 Ibid.
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my knowledge, neither of those were relevant to UTi. The Company continued to
file timely financial reports with the SEC, and was not in default on its debt or lease
obligations. It had no preferred stock outstanding. A list of the Company’s SEC
filings during the relevant period is attached as Exhibit No. 11.
45. The Company’s eligibility to file a Form S-3 Registration Statement
when effecting public offerings of its securities is consistent with the market
efficiency factor set forth in Cammer and the efficient market theory according to
the framework established by the SEC.
E.
UTi’s Equity Market Capitalization During the Class Period Ranged
from Approximately $1.03 Billion to $1.84 Billion

46. Market capitalization has been cited by various courts as an indicator of
market efficiency, however an objective threshold has not been quantified. Quoting
the court in Krogman, “Market capitalization, calculated as the number of shares
multiplied by the prevailing share price, may be an indicator of market efficiency,
because there is a greater incentive for stock purchasers to invest in more highly
capitalized corporations.”29 I have examined UTi’s equity market capitalization
during the Class Period. There were more than 100 million shares of UTi common
stock outstanding throughout the Class Period. As previously discussed, UTi’s
shares were listed for trading on the NASDAQ Global Select Market under the
ticker symbol “UTIW.” At the start of the Class Period, UTi’s equity market

29 Krogman v. Sterritt, 202 F.R.D. 467 (D.TX. 2001).
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capitalization (shares outstanding multiplied by the market price) was approximately
$1.50 billion, rising as high as $1.84 billion in December 2013, and declining to
approximately $1.03 billion at the end of the Class Period (see chart below).
$0
$200
$400
$600
$800
$1,000
$1,200
$1,400
$1,600
$1,800
$2,000
UTi Worldwide, Inc.
Equity Market Capitalization ($millions)

47. To place these figures in context, during the Class Period, UTi’s market
capitalization placed it between the sixth and seventh deciles of the universe of all
companies trading on the NYSE, AMEX, and NASDAQ at this time, as compiled by
CRSP (The Center for Research in Security Prices) (see table below.)30

30 Source: Duff & Phelps 2014 Valuation Handbook, Guide to Cost of Capital.
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Breakdown of CRSP
Deciles 1-10
Market Capitalization
of Smallest Company
(in millions)
Market Capitalization of
Largest Company
(in millions)
1-Largest
21,753.411
$
428,699.798
$
2
9,196.656

21,739.006

3
5,572.648

9,196.480

4
3,581.547

5,569.840

5
2,432.888

3,573.079

6
1,626.386

2,431.229

7
1,056.204

1,621.792

8
636.747

1,055.320

9
339.987

632.770

10-Smallest
2.395

338.829

Data are as of December 31, 2013

48. Of the approximately 3,400 securities in the CRSP universe, 30 percent
fell in the top five deciles (1 – 5) in terms of market capitalization, and 70 percent
made up the remaining five deciles (6 – 10). UTi’s market capitalization relative to
all of the other companies in the CRSP universe at the time was sufficiently large to
attract investors and weighs in favor of a finding of market efficiency.
F.
UTi’s Common Stock Was Widely-Held

49. It is generally accepted that a high level of public common stock
ownership contributes to a finding of market efficiency.31 First, insider ownership
of an equity security may lead to fewer transactions and less turnover, as company
insiders face more restrictions on trading. Second, the more widely-held a security
is, there is a greater likelihood that information about the company is widely
disseminated and reflected in its price. Officers and Directors of UTi held only 2.4

31 Krogman, 202 F.R.D. at 478.
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percent of its outstanding shares at the beginning of the Class Period, or, conversely,
97.6 percent of the shares were publicly held.32
Shares Outstanding @ 3/27/13
103,961,646

100.0%
Shares Held Officers/Directors @ 5/1/13
2,494,557

2.4%
Public Float
101,467,089

97.6%
50. Generally, the sophistication level of holders is also important, as
institutional investors, including banks, pension funds, hedge funds, and mutual
funds, are considered to be “professional” investors who deploy significant
resources, employing analysts, researchers and other specialists to closely monitor
and analyze economic and industry conditions as well as individual companies and
their securities. Large institutional investors are required to file quarterly reports
listing their holdings with the SEC, known as Form 13F.33 Several capital markets
data providers, including Bloomberg LP, compile the Form 13F data for equity
securities and make it available to their subscribers. I obtained a report from
Bloomberg of the institutional holdings, by quarter, for UTi. These data show that
as of the quarter ended March 31, 2013, there were more than 200 institutions that
reported owning shares of UTi, including investors such as BlackRock Investment

32 UTi Schedule 14A filed in conjunction with Annual Meeting June 10, 2013.
33 Institutional investment managers that use the United States mail (or other means or instrumentality of
interstate commerce) in the course of their business and that exercise investment discretion over $100
million or more in Section 13(f) securities (generally exchange-traded (e.g., NYSE, AMEX) or NASDAQ-
quoted stocks, equity options and warrants, shares of closed-end investment companies, and certain
convertible debt securities) must file Form 13F. See Section 13(f)(1) of the Securities Exchange Act.
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Management Company, Vanguard Group, State Street Corp, and T. Rowe Price
Group, to name a few.
51. Clearly, these data demonstrate that UTi’s common stock was widely-
held by numerous sophisticated investors, lending to the efficiency of the market for
these securities. Sufficiently large ownership by institutional investors, and active
participation on their behalf, demonstrates that the market for the common stock was
“impersonal” and “well-developed,” as described by the United States Supreme
Court in Basic, Inc. v. Levinson.34
G.
UTi’s Bid-Ask Spread Was Narrow

52. The bid-ask spread is a trading cost extracted by liquidity providers in
the market for securities. The bid-ask spread is essentially the difference between
the highest price that a buyer is willing to pay for an asset and the lowest price that a
seller is willing to accept to sell it. The ask price generally exceeds the bid price.
The difference between the two is known as the bid-ask spread. The size of the
spread often determines the “quality” of the market.35 High trading costs, reflected
by relatively wider bid-ask spreads, dampen liquidity and reduce market quality.
Narrow bid-ask spreads are a sign that trading costs are low, and the market is liquid

34 Basic, Inc. v. Levinson, 485 U.S. 224 (1988) at 241,249 n.28.
35 See, e.g.: Bessembinder, Hendrik, and Venkataraman, Kumar, “Bid-Ask Spreads: Measuring Trade
Execution Costs in Financial Markets,” Encyclopedia of Quantitative Finance, March 2009.
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and efficient. Studies have shown that the bid-ask spread is negatively correlated
with price level, trading volume, and the number of market makers.36
53. I obtained closing bid and ask prices for UTi common stock during the
Class Period from Bloomberg L.P. I calculated the bid-ask spread using the
midpoint of the closing bid and ask prices, as follows:
Bid-ask spread = (ask price – bid price)/(average of bid and ask price)
54. There were 230 observations (i.e. closing bid and ask prices) during the
Class Period. The average and median bid-ask spread for the common stock were
0.07 percent and 0.06 percent, respectively. These bid-ask spreads, which are equal
to less than one-half of one percent, compare favorably to spreads on NASDAQ-
traded stocks, in general. One academic study, by professors Kee H. Chung and
Younsoon Kim, found that the average spread on NYSE and NASDAQ stocks
overall was 0.34 percent and 0.73 percent, respectively.37 The data from this study
predated the Class Period and may not provide a meaningful comparison.
55. I wanted to compare the bid-ask spread for UTi’s common stock to a
contemporaneous sample of other NASDAQ Transportation companies that were of
a similar size, measured by market capitalization. Academic research in this area
supports that bid-ask spreads are highly correlated with firm size, and that, in

36 Bernstein, Peter L. and Damodaran, Aswath, Investment Management,, (John Wiley & Sons,1998), p.
264.
37 Chung, Kee H. and Kim, Youngsoo, “Volatility, Market Structure, and the bid-Ask Spread,” June 2008,
available at: http://ssrn.com/abstract=1142899.
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general, larger capitalization stocks tend to have relatively lower bid-ask spreads
than lower capitalization stocks.38
56. In its Form 10-K for fiscal-year ended January 31, 2013, UTi provided a
chart which compared its stock price performance to that of the NASDAQ
Transportation Index. I obtained a list of the constituents of the index that were
similar to UTi in terms of market capitalization. Those companies appear in the table
below.
Symbol
Name
MarketCap
(millions)
HTLD
Heartland Express, Inc.
$1,731.03
FWRD
Forward Air Corporation
$1,635.98
SAIA
Saia, Inc.
$1,566.38
SFL
Ship Finance International Limited
$1,522.57
HUBG
Hub Group, Inc.
$1,494.18
ATSG
Air Transport Services Group, Inc
$1,359.19
AAWW
Atlas Air Worldwide Holdings
$1,357.70
EURN
Euronav NV
$1,320.69
MRTN
Marten Transport, Ltd.
$1,027.74
FRO
Frontline Ltd.
$986.59

57. I obtained the closing bid and ask prices, and calculated the bid-ask
spreads, using the same methodology that was applied to UTi, for the companies
listed above. The summary statistics from this analysis appear below.
Summary Statistics
High
Low
Average
Median
Observations
230

229

230

Average Bid-Ask Spread
1.12%
0.06%
0.23%
0.09%
Median Bid-Ask Spread
0.91%
0.05%
0.20%
0.08%

38 Chung, K.H., Zhang, H. “A simple approximation of intraday spreads using daily data,” Journal of
Financial Markets (2013), http://dx.doi.org/10.1016/j.finmar.2013.02.004.
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58. On average, there were 230 observations, with average and median bid-
ask spreads of 0.23 percent and 0.20 percent. The median bid-ask spreads were
more narrow, and closer to those of UTi, at 0.09 percent and 0.08 percent,
respectively.
59. In summary, my analysis confirms that the closing bid-ask spreads for
UTi common stock was smaller in magnitude than NASDAQ spreads, in general,
from the academic literature, and comparable to the bid-ask spreads of similarly-
sized industry peers. Therefore, it is my opinion that trading costs, measured by the
bid-ask spread, for UTi’s common stock were relatively small and indicative of an
efficient market for this security.
H.
Empirical Facts Show a Cause and Effect Relationship Between
Unexpected Corporate Events and a Rapid Response in UTi’s Stock Price

60. Financial economists generally agree that a telling indication of market
efficiency is whether the price of a security responds rapidly to new, relevant
information. For common stocks, relevant information may include earnings
announcements, changes in dividend policy, merger and acquisition related
information, financing strategies, and other information impacting the equity value
of the firm.
61. In order to test whether the price of UTi common stock responded
rapidly to new information, I conducted an Event Study. Fama, Fisher, Jensen and
Roll pioneered the use of Event Studies in their 1969 paper regarding the adjustment
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of stock prices to announcements of stock splits.39 Event Studies involve the
examination of security price behavior following announcements of relevant events.
The subject security’s price return is typically compared to a “normal” or “expected”
return, which might be defined by a regression equation. The “residual” or
“abnormal” return – that is the actual return minus the expected return – is measured
for statistical significance. If the abnormal return is outside of the expected range of
returns, one may conclude that the event of interest contributed to the abnormal price
return.
62. Generally, the first step of an Event Study involves identification of the
events of interest and definition of the event window. For example, A. Craig
MacKinlay explains that if one were concerned about the information content of
corporate earnings announcements, the event will be the earnings announcement and
the event window will be confined to the announcement day.40 In my Event Study
here, I have used daily price returns and limited the “event window” to a single day.
When the announcement of an event can be dated to the day,
daily data allow precise measurement of the speed of the stock-
price response – the central issue for market efficiency.41

39 Fama, Eugene F., Fisher, Lawrence, Jensen, Michael C., and Roll, Richard, “The Adjustment of Stock
Prices to New Information,” International Economic Review, Vol. 10, No. 1, February 1969.
40 MacKinlay, A. Craig, “Event Studies in Economics and Finance,” Journal of Economic Literature Vol.
35, No. 1 (1997), pp. 13-39.
41 Fama, Eugene F., “Efficient Capital Markets: II,” The Journal of Finance, Vol. 46, No. 5, December
1991.
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63. The next step involves forming a hypothesis as to whether the
information is important enough to change the market’s perception as to the value of
the security – i.e. is it economically significant. The null hypothesis that is tested is
“no significant abnormal return on event days.”
64. The final step involves measuring the abnormal price return. This is
generally done using a market model, in the form of a regression equation, which
predicts, based on the relationship between normal price returns and a market or
industry index, the security’s return on an event day. The abnormal or residual price
return is the difference between the expected return and the actual return. Finally,
the abnormal return is tested to determine whether the null hypothesis of “no
significant price change” on event days should be rejected.
65. In theory, in a properly functioning market, security prices should
respond to new, relevant information as it is disclosed, and should show little to no
response in the absence of same. For purposes of testing the price changes in
response to news, and comparing that to the price response when there is no news, I
conducted an analysis of the abnormal returns on news days as compared to “no-
news” days. The premise behind this analysis is set forth in a peer reviewed article
in St. John’s Law Review.42

42 Ferrillo, Paul A., Dunbar, Frederick C., Tabak, David, “The ‘Less Than’ Efficient Capital Markets
Hypothesis: Requiring More Proof From Plaintiffs In Fraud-On-The-Market Cases,” St. John’s Law
Review, Vol. 78, Winter 2004, pps. 81 – 129.
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Because stock prices move all the time, one must compare the
movements in response to news stories with a control group of prices.
One way to do this would be to look at a sample of days in a class
period exclusive of those days alleged to be corrective disclosure(s)
and perform a news search. An alternative would be to look at a
sample just before the class period. Using whatever sample is chosen,
one could then separate out those days on which the company is
mentioned in the news from those on which it is not.43

66. In order to identify “news” days, I conducted a search of the archived
news pertaining to UTi during the Class Period. The search was initiated on the
Bloomberg LP terminal using the ticker symbol “UTIW.” As previously mentioned,
UTi was merged into, and became a subsidiary of, DSV, in January 2016.
Therefore, the archived Bloomberg news also included news articles about DSV. I
eliminated the DSV-related news from my search results.
67. I also obtained a list of the archived research reports about UTi that were
published by security analysts during the Class Period by conducting a search
through Thomson Reuters. I created an event chronology by entering the source,
time stamp (if available), and nature of the news articles and analyst research reports
into an Excel spreadsheet, alongside the date, reported trading volume, and closing
price for UTi stock. This event chronology is attached as Exhibit No. 12.
68. In my opinion, including all UTi news, exclusive of those articles that
mentioned UTi’s stock price alone, as archived by Bloomberg, and all analyst

43 Ibid.
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reports as archived by Thomas Reuters offers an objective, unbiased methodology
for categorizing “news” and “no-news” days.
69. If the market for UTi’s common stock during the Class Period was
efficient, the observance of abnormal returns on “news days” should be significantly
greater than the abnormal returns on “no-news days.” Put simply, there should be a
higher percentage of news days with significant price movements as compared to
no-news days.
70. The next step involves the creation of a market model (regression
equation) which defines the linear relationship between the daily returns to the
subject security (the “dependent” variable), and the market in general (the
“independent” variable). This relationship is defined through a regression analysis.
In the present case, I identified two independent variables in constructing a market
model for UTi stock. Those variables are described below.
a. The NASDAQ Composite Index (“CCMP”) is a market capitalization-
weighted index of more than 3,000 stocks listed on the NASDAQ stock
market.44 It is a recognized proxy for the stock market in general,
containing more stocks than most other equity indices.
b. The NASDAQ Transportation Index (“CTRN”) includes the stocks of
companies classified according to the Industry Classification

44 http://www.nasdaq.com/markets/composite-eligibility-criteria.aspx
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Benchmark as Industrial Transportation and Airlines. There are more
than 40 companies in the index. As previously mentioned, the
Company identified this index as a benchmark against which to
compare its stock price performance in its Form 10-K.
71. A market model such as the one that I employed here is a generally
accepted, widely used method to obtain estimates of abnormal returns.45 I
performed a regression analysis of the daily price returns for the ordinary shares
against the two independent variables defined above. A common occurrence in
regression analysis is collinearity amongst independent variables, meaning that the
returns to one benchmark may be highly correlated with the returns to another
benchmark, making the inclusion of both variables redundant.46 In this case, the
returns to the NASDAQ Transportation Index are highly correlated with the returns
to the NASDAQ Composite Index. In order to adjust for collinearity, I calculated a
residual return to the NASDAQ Transportation Index, netting out the returns
attributable to the NASDAQ Composite Index.
72. Next, it was necessary to define the control period, which is typically
some period of time preceding the events of interest.47 In this case, since I wanted to
test the daily returns during the Class Period, my control period included the daily

45 MacKinlay, P. 15.
46 See, e.g.: Heij, Christiaan, de Boer, Paul, Franses, Philip Hans, Kloek, Teun, and van Dijk, Herman K.,
Econometric Methods With Applications in Business and Economics, (Oxford University Press, 2004,)
P.158.
47 MacKinlay, P. 15.
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returns for the one-year period prior to the beginning of the Class Period. There
were 251 observations in the control period. A statistical summary of the regression
equation for this analysis appears below.
Regression Statistics
Coefficients
Standard Error
t Stat
Multiple R
0.634

Intercept
(0.001)

0.001

(0.776)

R Square
0.402

CCMP
0.865

0.090

9.596

Adjusted R Square
0.398

Res Trans
0.952

0.110

8.652

Standard Error
0.013

Observations
251

73. The “Multiple R,” commonly expressed as “r” is the correlation
coefficient and measures the strength of the relationship between two variables. It
assumes a value of -1 (perfect negative correlation) to +1 (perfect positive
correlation), thus values around zero show no meaningful correlation.48 In this case,
the correlation is 0.634, indicating strong correlation between the daily returns to
UTi stock and the market and industry benchmarks.49 The “R-Square” shown in the
preceding table is the measure of the “goodness of fit” of the model, and defines
how much of the variation in UTi’s stock price return each day is explained by the
variation in the returns to the NASDAQ Composite Index and the residual returns to
the NASDAQ Transportation Index. It assumes a value between 0, indicating no
predictive value in the equation, and 1, indicating perfect predictive value. In this
case, the R-square was 0.402, or 40 percent. The t-statistics for the two independent

48 See, e.g.: https://statistics.laerd.com/statistical-guides/pearson-correlation-coefficient-statistical-
guide.php.
49 Ibid.
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variable coefficients, at 9.6 for the NASDAQ Composite Index and 8.7 for the
residual NASDAQ Transportation Index, were much greater than 1.96, the threshold
for statistical significance at the 5 percent level of confidence. I conclude this
regression equation is a reliable predictor of the returns to UTi common stock during
the Class Period.
74. Using the coefficients from the regression equations, and the returns to
the NASDAQ Composite Index and residual returns to the NASDAQ Transportation
Index, I calculated a predicted return for each day of the Class Period, plus February
26, 2016. I subtracted the actual return from the predicted return to arrive at the
abnormal return on each day. I employed standard statistical tests to test for
significant abnormal returns, meaning the abnormal return was statistically different
from zero. If the abnormal return had a t-statistic with absolute value of 1.96 or
greater, I concluded that the abnormal return was statistically significant at the 5
percent level.50,51 If an abnormal return is statistically significant at the 5 percent
level this means that only a 5 percent likelihood exists that the security’s normal

50 This refers to the two “tails” of data under the far left and far right of a bell-shaped curve. 95 percent of
the area under the bell curve occurs within approximately two standard deviations of the mean, with 2.5
percent remaining on the far left and 2.5 percent remaining on the far right.
51 A t-statistic of 1.96 or greater indicates that such a residual return was independent of the benchmark
indices with 95 percent confidence.
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random price fluctuation could have caused such a large abnormal price
movement.52
75. My sample set of data included 230 daily price returns from March 28,
2013 through February 25, 2014. Of the 36 observations categorized as “news days”
there were 4 statistically significant abnormal returns, or 11.1 percent (4/36 =
0.111). I identified 194 days without news. I observe statistically significant
abnormal price changes on 5 days, or 2.6 percent of “no-news days,” (5/194 =
0.026). Thus, it was 4 times more likely that a statistically significant abnormal
return was observed on days when information about UTi entered the market than on
“no-news days.” The results appear in a table on Exhibit No. 13.
76. The 4 statistically significant abnormal returns on “news days” are
higher than would be expected in a random sampling of days without any news. On
36 randomly selected days, at the 5 percent confidence level, one would expect to
observe only 2 (rounded) statistically significant abnormal returns (.05 x 36 = 1.8),
not 4, which is what occurred with UTi’s common stock on “news days.”
77. I tested the difference between the percentage of significant abnormal
returns on “news days” (11.1 percent) and “no-news days” (2.6 percent) to
determine whether that difference was statistically different from zero.

52 Litigation Services Handbook, 4th Ed., The Role of the Financial Expert, Edited by Roman L. Weil, Peter
B. Frank, Christian W. Hughes, and Michael J. Wagner, John Wiley & Sons, 2007, 18.4.
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78. To briefly summarize the results, the difference between the percentage
of statistically significance abnormal returns on news days as compared to no-news
days was 8.5 percent. To test whether that difference is large enough to reject the
null hypothesis of “no difference” between the two samples, I calculated the Z score
and P value. The P value measures the probability of obtaining a particular Z score
when there is, in fact, no difference in the two samples. The P value is 0.77 percent,
demonstrating that given two random samples of daily returns, one would expect to
find such a large difference in abnormal returns only 0.77 percent of the time, or less
than one percent. Conversely, the daily price returns demonstrated a significant
difference in the occurrence of abnormal returns on news days, as compared to no-
news days, at greater than 99 percent confidence. These results appear in a table on
Exhibit No. 14.
79. In my opinion, this analysis provides statistical evidence that UTi’s
stock price responded rapidly to information as it entered the market, and did not
display significant price changes, overall, in the absence of news.
80. Some examples of statistically significant abnormal return days when
unexpected information relevant to UTi’s common stock entered the market, appear
below:

a. On September 6, 2013, UTi announced its financial results for the
second fiscal quarter ended July 31, 2013. UTi reported quarterly
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earnings of $0.05 per share, which were significantly lower than
analysts’ consensus estimate of $0.14 per share. Earnings for the
quarter were down 76 percent year-over-year, partly on higher costs
from the transformation and freight forwarding system rollout.
The Morgan Stanley analyst commented as follows:

F2Q miss highlights execution risk associated with
transformation. UTIW materially missed F2Q14
expectations on higher than expected operating expenses
associated with on-going transformation efforts, an
outcome that only reinforces the execution risks we’ve
identified in the past (see UTIW: Transformation To
Create Upside, Execution A Risk, 4/15/13). The
turnaround at UTIW has been underway for years and IT
roll-outs can be tricky and expensive, as the
disappointing F2Q results make clear.53

UTi’s stock price declined from a closing price of $17.05 on September
5, to close at $16.04 on September 6, a decline of 5.9 percent on both
an absolute basis and a residual basis (i.e. adjusted for changes in the
market and industry benchmarks). The residual price return was
statistically significant at the 95 percent confidence level. The reported
trading volume for UTi’s stock on September 6, 2013 was
approximately 2.5 million shares, which was more than 3 times larger
than the average daily volume for the previous 52-week period.

53 “F2Q14 Miss: Transformation Execution Still a Risk,” Morgan Stanley, September 8, 2013.
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75
80
85
90
95
100
105
9/5/13 = 100
UTi Second Quarter Earnings Announcement
September 6, 2013
UTi
NASDAQ Comp
NASDAQ Trans
Residual price decline 5.9%

b. On December 5, 2013, UTi announced financial results for the third
fiscal quarter ended October 31, 2013. Earnings per share of $0.08
were in line with analysts’ consensus estimates. More importantly, the
Company revealed that the transformation was on track to achieve $75-
95 million in gross annualized pre-tax cost savings, and had already
achieved $30 million in pre-tax cost savings.
The following day, J.P. Morgan published a research report which read,
in part:
UTIW’s 3QF14 EPS of $0.08 (-51% y/y) was in line with
the Street consensus driven by strong volume growth in
both air and ocean and improved CL&D activity, offset
by pricing and currency pressures. But more important
than the 3Q result itself, in our view, was that UTIW
indicated that the company cut $30M of annualized pre-
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tax expense ($0.19/share after tax) at the end of 3Q; and
additionally, UTIW indicated that, inclusive of the $30M
cut at the end of 3Q, the company still has a total of $75-
95M of gross annualized pre-tax cost savings it can have
in place by the end of F2015.54

Immediately following the news of the in line earnings, following
several quarters of misses, as well as the manifestation of cost savings
from UTi’s transformation initiatives, the price of UTi’s common stock
increased by 6.2 percent on an absolute basis, and 5.9 percent on a
residual basis. The residual price return was statistically significant at
the 95 percent level of confidence. The reported trading volume in UTi
stock on December 5, 2013 was 2.1 million shares, which was more
than 3 times larger than the average daily trading volume for the
previous 52-week period.

54 “In Line 3Q EPS; Raised cost Savings Target Is Favorable But Will It Ultimately Translate?” J.P.
Morgan, December 6, 2013.
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94
96
98
100
102
104
106
108
110
UTi Third Quarter Earnings Announcement
December 5, 2013
UTi
NASDAQ Comp
NASDAQ Trans
Residual price increase 5.9%

c. On February 26, 2014, UTi shocked the market by announcing it was
out of compliance with certain of its debt covenants and would be
issuing $350 million in convertible debt, which would be dilutive to
current shareholders. In addition, it pre-announced a 4Q14 loss of
$0.14 per share, versus analysts’ consensus estimate for earnings of
$0.06 per share. The Company disclosed a severe liquidity shortage due
to problems incurred while implementing its new freight forwarding
and financial systems, which caused a disruption in invoicing and
collections, among other things.
The analyst from Stephens Inc. commented as follows:

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It’s a complete understatement to say the investment
community was taken by surprise with UTIW’s intention
to raise $525 mil - $575 in new convertible debt and
preference shares to recapitalize its balance sheet.
Continued headwinds in its freight forwarding and
contract logistics businesses triggered a covenant breach
and a severe working capital drain due to
implementation issues of the Company’s new freight
forwarding and financial systems caused UTIW to almost
completely draw down on its revolving credit facility.
Following these developments UTIW essentially had its
debt called in by both its bank syndicate and the holders
of its senior secure notes, and its auditors believed that
without a capital injection there was doubt as to UTIW’s
ability to continue as a going concern. Besides
wondering why the Company was not better prepared for
an event like this, investors are trying to determine if the
36% decline in UTIW’s share price since Tuesday’s close
is an overreaction. We believe that at this point, there are
many more questions than answers and the risk to buying
(or continuing to own) UTIW shares remains significant
despite the additional liquidity.55

Following this news, UTi’s stock price declined to its lowest level since
2009, falling 29.6 percent from a closing price of $15.26 on February
25, to close at $10.74 on February 26. The one-day residual price
decline was 28.9 percent, which is statistically significant at the 95
percent level of confidence. Reported trading volume for UTi stock on
February 26, 2014 was 10.7 million shares, more than 18 times larger
than the average daily trading volume for the previous 52-week period.

55 “Contemplating Potential Risks to Equity Holders Following UTIW’s Capital Raise,” Stephens, March 3,
2014.
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-
20
40
60
80
100
120
UTi Preannouncement of Fourth Quarter Earnings; Not in Compliance With Debt Covenants;
Recapitalization Plan
February 26, 2014
UTi
NASDAQ Comp
NASDAQ Trans
Residual price decline 28.9%

81. These are examples that demonstrate that the price of UTi common
stock rapidly incorporated new information, showing “a cause and effect
relationship between unexpected corporate events and financial releases and an
immediate response in the stock price.”56
82. I have observed no evidence of a lack of price impact to rebut the
presumption of reliance, as set forth in Halliburton II.57 The results of my Event
Study provide statistical evidence that weighs in favor of a finding of market
efficiency.

56 Cammer, 711 F. Supp. At 1287.
57 Halliburton Co. v. Erica P. John Fund, Inc., 134 S.Ct. 2398 (2014) (“Halliburton II”), setting forth that,
“defendants must be afforded an opportunity before class certification to defeat the presumption [of
reliance] through evidence that an alleged misrepresentation did not actually affect the market price of the
stock,” at 2417.
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VII.
Class-wide Damages Are Subject to A Common Methodology

83. I was asked by Counsel to consider whether damages could be
calculated on a class-wide basis for UTi’s common stock pursuant to violations of
§10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder. In my
opinion, damages could be calculated using a broadly accepted methodology, known
as an “out-of-pocket” loss calculation, based on the amount of artificial inflation in
the price of the stock, which resulted directly from the dissemination of allegedly
false and misleading information during the Class Period. Crew, et al., [2012] write
about how this methodology is generally accepted and widely used:
The share price declines on these curative disclosure dates serve as a
basis for measuring the inflation earlier in the class period. The logic of
the argument is that when the company disclosed the corrective
information on the curative disclosure dates, the share price declined
by an amount of X dollars or Y percent, which indicates the decline that
would have occurred had the market known the information earlier in
the class period.58

84. The amount of artificial inflation will be determined using the Event
Study methodology, previously described herein, which isolates that portion of the
price impact attributed to certain corrective disclosures. The level of inflation in the
price of UTi common stock can be calculated using the results of an Event Study,
along with company-specific information that is relevant to the allegations in the

58 See, “Federal Securities Acts and Areas of Expert Analysis,” by Nicholas I. Crew, et al., in Chapter 24 of
the Litigation Services Handbook; The Role of the Financial Expert, 5th ed., edited by Roman L. Weil,
Daniel G. Lentz, and David P. Hoffman, John Wiley & Sons, Inc., 2012, p. 24.11.
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instant case. The amount of artificial inflation in the price of the stock can be
determined on a daily basis, using the historical pricing data.
85. Once the amount of artificial inflation is determined, it can be applied to
class members’ actual purchase and sale activity, and individual losses can be
calculated using a single common formula, consistent with Plaintiff’s theory of
liability. This represents a common damages methodology that can be applied on a
class-wide basis.
VIII. Summary and Conclusion

86. It is my opinion that the market for UTi common stock demonstrated the
indicia of an efficient market during the Class Period. My opinion is supported by
the analyses and observations detailed above, including that:
a. The stock was actively traded, and turnover met or exceeded the
threshold of one to two percent during the Class Period.

b. UTi enjoyed significant coverage by analysts. The Company was
followed by more than 13 brokerage firms that issued more than 70
reports to the investment community.

c. UTi was qualified to register securities by way of a “short-form”
registration statement (i.e. Form S-3) and had done so when it last
registered securities in 2004.

d. There were numerous Market Participants facilitating trading in UTi
common stock during the Class Period, including large well-known
firms such as Morgan Stanley, J.P. Morgan and Goldman Sachs. The
number of unique Market Participants with substantial gross volumes
well exceeded the benchmark of 10 market makers considered adequate
to demonstrate an efficient market.

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e. UTi’s equity market capitalization during the Class Period, which
ranged from $1.03 billion (at the end of the Class Period) to a high of
$1.84 billion, was higher than 53 percent of all companies traded on the
NYSE, NASDAQ, and AMEX.

f. A comparative analysis demonstrates that the bid-ask spreads for UTi’s
common stock were narrow and consistent with the range of bid-ask
spreads for similarly-sized companies in the NASDAQ Transportation
Index.

g. UTi’s common stock was widely-held, with a high level of public
ownership, particularly by reporting institutional investors. The public
float was not constrained in any way that would inhibit liquidity and/or
trading.

h. Using an Event Study analysis, the prevalence of statistically significant
abnormal returns on days when information about the Company entered
the market demonstrated that the common stock rapidly reflected new
information. A comparison of returns on “news” days versus “no-
news” days showed the stock price exhibited significant abnormal
returns in response to relevant news and did not exhibit significant
abnormal returns in the absence of same.

87. It is also my opinion that class-wide damages, pursuant to violations of
§10(b) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, sustained
by purchasers of UTi’s common stock during the Class Period, are subject to a
common methodology. Class-wide damages could be determined based on an “out
of pocket” loss calculation, using the Event Study methodology to determine the
amount of artificial inflation in the stock price for each day during the Class Period,

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and applied to the purchase and sale transactions of potential class members.
1 nthia L. Jones, CFA
January 2, 2018
46
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0
2,000,000
4,000,000
6,000,000
8,000,000
10,000,000
12,000,000
$0
$2
$4
$6
$8
$10
$12
$14
$16
$18
$20
UTi Worldwide, Inc.
Daily Price and Trading Volume
January 2, 2013 - March 31, 2014
EXHIBIT NO. 1
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EXHIBIT NO. 2
Documents Reviewed/Relied Upon

Legal

Second Amended Class Action Complaint (“Complaint”)

Cammer v. Bloom, 711 F. Supp 1264, 1292 (D.N.J. 1989)
Krogman v. Sterritt, 202 F.R.D. (D. Tex 2001)
Halliburton Co. v. Erica P. John Fund, Inc., 134 S.Ct. 2398 (2014)
In re Petrobras Sec. Litig., 312 F.R.D. 354 (2016)
Strougo et al. v. Barclays PLC et al., case number 16-1912, in the U.S. Court of Appeals for the
Second Circuit, Opinion, dated November 6, 2017
Teamsters Local 445 Freight Division Pension Fund v. Bombardier, Inc., (S.D. N.Y. 2006)
Teamsters Local 445 Freight Division Pension Fund v. Bombardier, Inc., 2008 U.S. App. LEXIS
21498.
Basic, Inc. v. Levinson, 485 U.S. 224 (1988)

Bromberg & Lowenfels, Securities Fraud and Commodities Fraud, § 8.6 (Aug. 1988)

Academic Research and Articles

Bernstein, Peter L. and Damodaran, Aswath, Investment Management, (John Wiley & Sons,
1998).

Bessembinder, Hendrik, and Venkataraman, Kumar, “Bid-Ask Spreads: Measuring Trade
Execution Costs in Financial Markets,” Encyclopedia of Quantitative Finance, March 2009.

Chung, Kee H. and Kim, Youngsoo, “Volatility, Market Structure, and the bid-Ask Spread,”
(June 2008), available at: http://ssrn.com/abstract=1142899

Chung, K.H., and Zhang, H. “A simple approximation of intraday spreads using daily data,”
Journal of Financial Markets (2013), available at: http://dx.doi.org/10.1016/j.finmar.2013.02.004

Fama, Eugene F., Fisher, Lawrence, Jensen, Michael C., and Roll, Richard, “The Adjustment of
Stock Prices to New Information,” International Economic Review, Vol. 10, No. 1, February
1969.

Fama, Eugene F., “Efficient Capital Markets: A Review of Theory and Empirical Work,” The
Journal of Finance, Vol. 25, No. 2, Papers and Proceedings of the Twenty-eighth Annual
Meeting of the American Finance Association New York, N.Y. December, 28-30, 1969 (May,
1970).

Fama, Eugene F. “Efficient Capital Markets II,” Journal of Finance 46, no. 5 (1991).

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98

Fama, Eugene F., “Random Walks in Stock Market Prices,” Financial Analysts Journal, Vol. 21,
September/October 1965.

Ferrillo, Paul A., Dunbar, Frederick C., Tabak, David, “The ‘Less Than’ Efficient Capital
Markets Hypothesis: Requiring More Proof From Plaintiffs In Fraud-On-The-Market Cases,” St.
John’s Law Review, Vol. 78, Winter 2004.

Heij, Christiaan, de Boer, Paul, Franses, Philip Hans, Kloek, Teun, and van Dijk, Herman K.,
Econometric Methods With Applications in Business and Economics, (Oxford University Press,
2004).

Jensen, Michael C. “Some Anomalous Evidence Regarding Market Efficiency,” Journal of
Financial Economics, Vol. 6, Nos. 2/3 (1978).

MacKinlay, A. Craig, “Event Studies in Economics and Finance,” Journal of Economic
Literature Vol. 35, No. 1 (1997).

Malkiel, Burton G., “The Efficient Market Hypothesis and Its Critics,” Journal of Economic
Perspectives, Vol.17, Number 1, (2003).

Sanger, Gregory C. and McConnell, John J., “Stock Exchange Listings, Firm Value, and Security
Market Efficiency: The Impact of NASDAQ,” Journal of Financial and Quantitative Analysis,
Vol. 21, No. 1 (March 1986).

Litigation Services Handbook, 4th Ed., The Role of the Financial Expert, Edited by Roman L.
Weil, Peter B. Frank, Christian W. Hughes, and Michael J. Wagner, John Wiley & Sons, 2007.

Websites

http://business.nasdaq.com/list/listing-options/US-Market-Tiers/global-select-market.

http://www.dsv.com/About-DSV/media/latest-news/2015/10/DSV-agrees-to-acquire-UTi-
Worldwide-Inc.

http://www.nasdaq.com/markets/composite-eligibility-criteria.aspx.

https://statistics.laerd.com/statistical-guides/pearson-correlation-coefficient-statistical-guide.php.

www.nasdaqtrader.com/Trader.aspx?id=marketmakerprocess.

UTi Worldwide Events and Teleconferences

Earnings Calls on March 28, 2013, June 6, 2013, September 6, 2013, December 5, 2013, and
February 26, 2014.
Presentation at RBC Capital Markets Global Industrials Conference on September 10, 2013.
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Presentation at Morgan Stanley Industrials and Autos Conference on September 17, 2013.

UTi Worldwide SEC Filings

Forms 10-K for fiscal years ended January 31, 2013 and January 31, 2014
Forms 10-Q for fiscal quarters ended October 31, 2012, April 30, 2013, July 31, 2013, October
31, 2013, and April 30, 2014
Form 8-K February 25, 2014
Schedule 14A May 13, 2013
Form S-3 October 28, 2004
Form S-3/A November 23, 2004

UTi Worldwide Analyst Reports (see Exhibit 8)

UTi Worldwide News Articles

Archived News for ticker symbol “UTIW” for relevant period, obtained from Bloomberg LP

UTi Worldwide Press Releases

March 14, 2013: UTi Worldwide to Host Fiscal 2013 Fourth Quarter Conference Call on
Thursday, March 28, 2013

March 28, 2013: UTi Worldwide Reports Fiscal 2013 Fourth Quarter Results

April 18, 2013: Pat Cooney Joins UTi Worldwide as APAC Regional Sales Vice President

April 22, 2013: UTi Worldwide Appoints Josh Paulson of P2 Capital Partners to Board of
Directors

April 25, 2013: UTi Worldwide Opens State-of-the-Art Multi-Client 3PL Logistics Center in
Taiwan

May 23, 2013: UTi Worldwide to Hose Fiscal 2014 First Quarter Conference Call on Thursday,
June 6, 2013

June 6, 2013: UTi Worldwide Reports Fiscal 2014 First Quarter Results

June 12, 2013: UTi Worldwide Declares Annual Dividend of $0.06 Per Share

July 2, 2013: UTi Worldwide Names Ditlev Blicher APAC President

August 21, 2013: UTi Worldwide to Host Fiscal 2014 Second Quarter Conference Call on
Friday, September 6, 2013

August 29, 2013: UTi Worldwide to Participate in September 2013 Investor Conferences
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September 6, 2013: UTi Worldwide Reports Fiscal 2014 Second Quarter Results

December 5, 2013: UTi Worldwide to Host Fiscal 2014 Third Quarter Conference Call on
Thursday, December 5, 2013

December 5, 2013: UTi Worldwide Reports Fiscal 2014 Third Quarter Results

February 26, 2014: UTi Worldwide Announces Pricing of $350 Million Convertible Senior
Notes Due 2019

February 26, 2014: UTi Worldwide to Host Update Conference Call on Wednesday, February
26, 2014

February 26, 2014: UTi Worldwide Announces Private Offering of Convertible Notes

March 4, 2014: UTi Worldwide Announces Closing of Offering of $400 Million 4.50%
Convertible Senior Notes Due 2019 and $175 Million 7.00% Convertible Preference Shares

March 4, 2014: UTi Worldwide CEO Comments on Refinancing

March 25, 2014: UTi Worldwide to Host Fiscal 2014 Fourth Quarter Conference Call on
Monday, March 31, 2014

March 27, 2014: UTi Worldwide Announces Closing of Senior Secured Asset-Based Revolving
Credit Facility

March 31, 2014: UTi Worldwide Reports Fiscal 2014 Fourth Quarter Results

Historical Market and Pricing Data

Historical last price and volume for NASDAQ Composite Index (“CCMP”) and NASDAQ
Transportation index (“CTRN”), obtained from Bloomberg LP

Historical closing bid and ask prices for Heartland Express, Inc. (“HTLD”), Forward Air
Corporation (“FWRD”), Saia, Inc. (“SAIA”), Ship Finance International Limited (“SFL”), Hub
Group, Inc. (“HUBG”), Air Transport Services Group, Inc. (“ATSG”), Atlas Air Worldwide
Holdings (“AAWW”), Euronav NV (“EURN”), Marten Transport, Ltd. (“MRTN”), and
Frontline Ltd. (“FRO”), obtained from Bloomberg LP

Historical last price and volume for UTi Worldwide Inc. (“UTIW”), obtained from Bloomberg
LP

Historical closing bid and ask prices for UTIW, obtained from Bloomberg LP

Broker Activity Summary (“BAS”) for UTIW, obtained from Bloomberg LP
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Historical institutional holdings, by quarter, for UTIW, obtained from Bloomberg LP

Historical last price and volume for UTi Worldwide Inc. (“UTIW”), obtained from CRSP

CRSP Universe market capitalization from Duff & Phelps 2014 Valuation Handbook, Guide to
Cost of Capital

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Cynthia L. Jones, CFA
Vice President
Monument Economics Group
Office: (212) 835‐1603 Mobile: (609) 290‐9114
Email: cjones@megconsulting.com

Professional Summary
Cynthia Jones is an expert in securities, capital markets, and commercial litigation matters including
valuation and economic damages. She provides expert analyses and opinions in areas including
actions brought pursuant to Federal and State securities laws; ERISA litigation; complex business and
consumer litigation; shareholder oppression; commercial damages; and mergers and acquisition
litigation. Cynthia prepares valuations of public and private companies, partnerships and assets in a
variety of industries for litigation and transactional purposes. She has been qualified in Federal
district court to provide opinions concerning class certification matters, including market efficiency,
and has structured financial settlements and developed equitable plans of allocation in conjunction
with class action settlements and SEC disgorgement proceedings. She is frequently called upon to
quantify stakeholder damages in financial disputes and to assist in matters related to class
certification.

Education
Rutgers University Graduate School of Management, New Brunswick, New Jersey
Master of Business Administration (Finance)

North Carolina State University, Raleigh, North Carolina
B.A. Economics and Business Management

Chartered Financial Analyst® Designation

Relevant Experience

Management Planning, Inc., Princeton, New Jersey
2015 ‐ 2017

Vice‐President
Project leader for litigation services practice group. Provided valuations and testimony in connection
with commercial and securities litigation matters, shareholder disputes, and other litigation matters.
Prepared valuations of privately‐held companies in a variety of industries for corporate planning and
tax‐related purposes.
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2
Financial Markets Analysis, LLC, Princeton, New Jersey
2001 – 2015
Senior Consultant
Provided broad range of capital markets consulting, valuation and research including economic and
financial valuations and damages for litigation consulting firm. Served as consulting and testifying
expert in numerous securities litigations involving equity and debt securities, REITs, mutual funds,
and derivative securities.
Trilogy Capital Management, LLC, Princeton, New Jersey
1998 ‐ 2001
Director Marketing and Client Services
Responsible for all aspects of performance attribution and reporting for investment manager and
hedge fund. Provided quantitative analyses and assisted portfolio manager with development of new
investment products. Established and facilitated compliance procedures for all areas of the firm in
accordance with regulatory mandates.
Princeton Venture Research, Princeton, New Jersey
1989 ‐ 1998
Project manager responsible for providing financial valuations of securities, as well as public and
private companies, for investment banking purposes and financial dispute resolution. Primary
analyst for longest‐running Delaware appraisal case, CEDE & Co. v. Technicolor, Inc.
Prudential Securities, Inc., Princeton, New Jersey
1988 ‐ 1989
Assistant to Sr. Vice‐President
Assisted investment manager in implementing equity, fixed income, and commodity transactions.
Attained FINRA/NFA Series 3 license (National Commodity Futures).
Merrill Lynch, Somerset, New Jersey
1987 ‐ 1988
Client Service Representative
Handled inquiries and transactions for investment account which serviced ESOPs of major U.S.
corporations. Attained FINRA Series 7 license (General Securities Representative).
Professional Affiliations and Activities
CFA Institute – Member
CFA Society of New York – Member
CFA Society of Philadelphia – Member
National Association of Forensic Economists – Member
FINRA Dispute Resolution Arbitrator
Rutgers School of Business – Camden, Guest Lecturer
Rutgers Law School – Camden, Guest Lecturer
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 57 of 97 Page ID #:2374
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Cynthia L. Jones, CFA
Prior Reports and Testimony as of October 2017
______________________________________________________________________________

In re: Merrill Lynch & Co., Inc. Research Reports Securities Litigation
02-MDL-1484
U.S. District Court Southern District of New York
• October, 2006: Rebuttal Declaration on Damages; Mediation testimony

Dennis Rice v. Lafarge North America, Inc. and Sheldon and Esther Schwartz v. Lafarge North
America, Inc., et al.
Civil No. 268974-V
Civil No. 270410-V
Circuit Court for Montgomery County, Maryland
• November, 2006: Provided valuation pursuant to merger; Declaration in Support of
Settlement

Call 4U, Ltd. v. Reddy Ice Holdings, Inc.
No. 199-02240-07
District Court 199th Judicial District Collin County, Texas
• September, 2007: Affidavit regarding Value

In re: Healthsouth Corporation Securities Litigation
Master File No. CV-03-BE-1500-S
U.S. District Court Northern District of Alabama, Southern Division
• December, 2007: Declaration regarding Plan of Allocation

In re: Countrywide Corporation Shareholders Litigation
No. 3464-VCN
Court of Chancery in the State of Delaware
• May, 2008: Deposition

In re: General Motors Corporation ERISA Litigation
U.S. District Court, Eastern District of Michigan
Civil Action No. 05-71085
• May, 2008: Report in Support of Settlement
• July, 2008: Supplemental Report

In re: OCA, Inc. Securities and Derivative Litigation
U.S. District Court, Eastern District of Louisiana
Master File No. 05-2165
• September, 2008: Declaration in Support of Settlement and Plan of Allocation

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98

Cynthia L. Jones, CFA
Prior Reports and Testimony (continued)
______________________________________________________________________________

In re: Loral Space & Communications Shareholders’ Securities Litigation
U.S. District Court, Southern District of New York
Index No. 03 CV 8262 (JES)
• February, 2009: Declaration in Support of the Settlement Plan of Allocation

In re: European Aeronautic Defense & Space Securities Litigation
U.S. District Court, Southern District of New York
No. 08 Civ. 5389 (GEL)
• March, 2009: Declaration in support of Lead Plaintiffs Memorandum of Law in
Opposition to Defendants’ Motion to Dismiss for Lack of Subject Matter Jurisdiction

In re: Cedar Fair, L.P. Securities Litigation
In The Common Pleas Court of Erie County Ohio
Case No: 2009CV1069
• February 2010: Affidavit in Support of Plaintiffs’ Motion for Preliminary Injunction

In re: Centex Corporation Shareholder Class Action Litigation
In the District Court of Dallas County, Texas, 160th Judicial District
Cause No.: 09-4396
• May 2010: Declaration in Support of Settlement

In re: BlueLinx Holdings Inc. Shareholder Litigation
In the Supreme Court of the State of New York, County of New York
Index No. 651270/2010
• October 1, 2010: Affidavit in Support of Motion for Preliminary Injunction

In re: PET DRx Corporation Shareholder Litigation
In the Chancery Court for Williamson County, Tennessee
Civil Action No. 38538
• March 16, 2011: Declaration in Support of Settlement

In re: IMS Health, Inc. Shareholder Litigation
In the Superior Court, Complex Litigation Docket at Stamford
Docket No: X08-CV09-5013139-S
• March 21, 2011: Declaration in Support of Settlement

In re: Pamrapo Bancorp Shareholder Litigation
Superior Court of New Jersey, Hudson County, Chancery Division – General Equity
Lead Docket No. C-89-09
• April 5, 2011: Declaration in Support of Settlement

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98

Cynthia L. Jones, CFA
Prior Reports and Testimony (continued)
______________________________________________________________________________

In re: LaserCard Corporation Shareholders Litigation
In the Court of Chancery of the State of Delaware
C.A. No. 6106 – VCP
• June 7, 2011: Affidavit in Support of Settlement

In re: AMAG Pharmaceuticals, Inc. Shareholders Litigation
In the Court of Chancery of the State of Delaware
C.A. No. 6784-VCN
• October 4, 2011: Affidavit

In re: China Natural Gas, Inc., Shareholders Litigation
In the United States District Court for the District of Delaware

• December 2, 2011: Declaration (regarding implications of NASDAQ delisting)

In re: Rural/Metro Corporation Shareholders Litigation
In the Court of Chancery of the State of Delaware
• January 11, 2012: Affidavit of Cynthia L. Jones (Rebuttal to Objector’s Affidavit)

In re: China MediaExpress Holdings, Inc. Shareholder Litigation
11 Civ. 0804 (VM)

In the United States District Court Southern District of New York
• August 15, 2013: Declaration in Support of Class Certification
• March 4, 2014: Deposition
• June 2, 2014: Declaration

Alan H. Fox against LifeMark Securities Corporation and Jeffrey Morrison
No. 12-CV-06650
United States District Court Western District of New York
• September 16, 2013: Expert Report
• December 16, 2013: Rebuttal Report
• March 20, 2014: Deposition

In re: Jiangbo Pharmaceuticals, Inc. Shareholder Litigation
No. 11-22556-Civ-COOKE/TORRES
United States District Court Southern District of Florida
• September 26, 2014: Expert Report in Support of Default Judgment

Daniel Locking against Ronald McCowan, Allen w. Weinberg, et. al, (Partners REIT)
Court File No. CV-14-517117 00CP
Ontario Superior Court of Justice, Under Class Proceedings Act, 1992
• March 3, 2015: Affidavit on Damages

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98

Cynthia L. Jones, CFA
Prior Reports and Testimony (continued)
______________________________________________________________________________

Amy Golub Hayes against Greenberg & Reicher, LLP, Edward C. Greenberg, and Robert J.
Reicher
Index No.: 101437/2010
Supreme Court of the State of New York, County of New York
• October 23, 2015: Expert Disclosure on Valuation

Scanlon v. J.P. Morgan Securities LLC
FINRA NO. 15-00120
• January 27, 2016: Expert Report on Damages

Alan D. Furman v. Cape Bancorp et al.
United States District Court for the District of New Jersey
• March 28, 2016: Declaration in Support of Plaintiff’s Motion for Injunctive Relief

Bell & Company, P.C. vs. Marc D. Rosen, et al.
Supreme Court of the State of New York, County of New York
• July 11, 2016 - Rebuttal Report on Damages

Joseph Rahmani et al. vs. Venture Capital Properties LLC et al.
New York County Supreme Court
• September 2016 – Expert Report on Valuation and Damages

In re: Quality Distribution, Inc. Shareholder Litigation
Circuit Court for Hillsborough County, Florida
• April 17, 2017 - July 11, 2016 – Affidavit in Rebuttal of Objection to Class Certification

Platinum Partners Value Arbitrage Fund, LP and Platinum Partners Liquid Opportunity Fund,
LP, vs. The Chicago Board Options Exchange; and The Options Clearing Corporation
Circuit Court of Cook County Chancery Division
• October 17, 2017 – Expert Report on Damages

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98

EXHIBIT NO. 5
Factor
Summary of Factor
UTi Common Stock
Cammer I: Average Weekly Trading Volume
An active trading market; turnover measured by average weekly
trading of two percent or more of the outstanding shares would
justify a strong presumption that the market for the security is an
efficient one; one percent would justify a substantial
presumption.
UTi common stock demonstrated turnover of 2.7% for the 48
weeks during the Class Period.
Cammer II: Analyst Coverage
A significant number of securities analysts following and
reporting on the subject security. Cammer does not specifically
quantify what constitutes a "significant" number of analysts.
There are more than 70 archived analyst reports issued by more
than 13 different firms during the Class Period.
Cammer III: Market Makers
The presence of numerous market makers. Cammer provides
that 10 market makers would justify presumption of efficiency,
while five would justify a more modest presumption.
More than 100 unique Market Participants reported gross
volumes of more than 1000 shares, facilitating trading in UTi
common stock during the Class Period.
Cammer IV: SEC Form S-3 Eligibility
The ability of the Company to file a Form S-3 in connection
with public offerings.
UTi was eligible to file a Form S-3 during the Class Period.
Cammer V: Price Reaction to New Information
The existence of empirical facts showing cause and effect
relationship between unexpected corporate events and financial
releases and an immediate response in the stock price. Cammer
says this is the "essence of an efficient market and the
foundation for the fraud on the market theory."
UTi common stock exhibited significant abnormal price returns
following the release of new information, and did not exhibit
significant abnormal price returns in the absence of same.
Market Capitalization
Market capitalization has been cited by various courts as an
indicator of market efficiency, however an objective threshold
has not been quantified.
UTi's market capitlization varied from a low of $1.03 billion (at
the end of the Class Period) to a high of $1.84 billion
(December 2013), ranking it amongst the 6th and 7th deciles of
the CRSP universe.
Bid-Ask Spread
A narrow bid-ask spread signals that trading costs are low, and
the market is liquid and efficient. High trading costs reflect
wider spreads and dampen liquidity, reducing the "quality" of
the market.
The average bid-ask spread on the common stock was
sufficiently narrow, at 0.07%, and compared favorably to the
bid-ask spreads of its peers during the Class Period.
Public Float
It is generally accepted that a high level of public common stock
ownership contributes to a finding of market efficiency due to
the notion that the more widely-held a stock is the greater
likelihood that information about the company is widely
disseminated.
UTi's common stock was widely held by numerous sophisticated
investors. The Public Float was not constrained in any way.
Summary of Efficiency Factors for Common Stock
UTi Worldwide, Inc.
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EXHIBIT NO. 6
Date
Weekly
Volume
Shares
Outstanding
(millions)
Turnover
Meets
"Substantial
Presumption"
(1% or >)
Meets "Strong
Presumption"
(2% or >)
3/29/2013
3,871,741

103.8481
3.7%
YES
YES
4/5/2013
5,339,644

103.8481
5.1%
YES
YES
4/12/2013
2,599,929

103.8481
2.5%
YES
YES
4/19/2013
4,050,145

103.8481
3.9%
YES
YES
4/26/2013
2,708,008

103.8481
2.6%
YES
YES
5/3/2013
2,674,749

104.5048
2.6%
YES
YES
5/10/2013
2,458,149

104.5048
2.4%
YES
YES
5/17/2013
2,013,563

104.5048
1.9%
YES
NO
5/24/2013
2,138,477

104.5048
2.0%
YES
YES
5/31/2013
1,766,279

104.5048
1.7%
YES
NO
6/7/2013
3,806,352

104.5048
3.6%
YES
YES
6/14/2013
1,806,396

104.5048
1.7%
YES
NO
6/21/2013
2,417,023

104.5048
2.3%
YES
YES
6/28/2013
14,033,941

104.5048
13.4%
YES
YES
7/5/2013
2,662,985

104.5048
2.5%
YES
YES
7/12/2013
3,058,942

104.5048
2.9%
YES
YES
7/19/2013
2,142,270

104.5048
2.0%
YES
YES
7/26/2013
1,740,952

104.5048
1.7%
YES
NO
8/2/2013
2,132,265

104.7038
2.0%
YES
YES
8/9/2013
1,850,832

104.7038
1.8%
YES
NO
8/16/2013
1,465,010

104.7038
1.4%
YES
NO
8/23/2013
1,811,611

104.7038
1.7%
YES
NO
8/30/2013
2,176,171

104.7038
2.1%
YES
YES
9/6/2013
4,405,212

104.7038
4.2%
YES
YES
9/13/2013
4,318,704

104.7038
4.1%
YES
YES
9/20/2013
5,665,524

104.7038
5.4%
YES
YES
9/27/2013
2,841,606

104.7038
2.7%
YES
YES
10/4/2013
4,003,386

104.7038
3.8%
YES
YES
10/11/2013
2,754,956

104.7038
2.6%
YES
YES
10/18/2013
2,437,915

104.7038
2.3%
YES
YES
10/25/2013
2,486,904

104.7038
2.4%
YES
YES
11/1/2013
2,646,114

104.7561
2.5%
YES
YES
11/8/2013
2,372,551

104.7561
2.3%
YES
YES
11/15/2013
1,961,100

104.7561
1.9%
YES
NO
11/22/2013
2,281,460

104.7561
2.2%
YES
YES
11/29/2013
877,778

104.7561
0.8%
NO
NO
12/6/2013
4,766,633

104.7561
4.6%
YES
YES
12/13/2013
3,510,573

104.7561
3.4%
YES
YES
12/20/2013
3,852,822

104.7561
3.7%
YES
YES
12/27/2013
1,207,300

104.7561
1.2%
YES
NO
1/3/2014
1,271,997

104.7561
1.2%
YES
NO
1/10/2014
1,563,304

104.7561
1.5%
YES
NO
1/17/2014
1,251,156

104.7561
1.2%
YES
NO
1/24/2014
1,068,818

104.7561
1.0%
YES
NO
1/31/2014
1,775,464

104.8216
1.7%
YES
NO
2/7/2014
2,844,055

104.8216
2.7%
YES
YES
2/14/2014
1,382,725

104.8216
1.3%
YES
NO
2/21/2014
1,246,562

104.8216
1.2%
YES
NO
2/28/2014
24,697,288

104.8216
23.6%
No. of Observations:
48
47
31
Average Turnover:
2.7%
Median Turnover:
2.3%
UTi Worldwide, Inc.
Weekly Trading Volume and Turnover
Not included in calculations
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0.0%
2.0%
4.0%
6.0%
8.0%
10.0%
12.0%
14.0%
3/29/2013
4/29/2013
5/29/2013
6/29/2013
7/29/2013
8/29/2013
9/29/2013
10/29/2013
11/29/2013
12/29/2013
1/29/2014
UTi Worldwide, Inc.
Weekly Volume as Percentage of Shares Outstanding
Weekly Turnover
Substantial Presumption
Strong Presumption
Average Turnover = 2.7%
EXHIBIT NO. 7
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98

EXHIBIT NO. 8
Title
Subtitle
Date
Pages
Contributor
Analyst
UTI WORLDWIDE, INC.
UTIW: Q4'13 Loss; When it Rains it
Pours
3/28/2013
6 BB&T CAPITAL MARKETS
STERLING, KEVIN
UTI WORLDWIDE, INC.
UTi Worldwide: UTIW: BUY: Weak
Operating Results, Restructuring Update
Inline with Lowered Expectations
3/28/2013
6 JEFFERIES
NESVOLD, PETER
UTI WORLDWIDE, INC.
UTi Worldwide : 4Q Loss Is Sharply
Worse than Expected; Pressure on the
Stock Appears Likely as EPS Visibility Is
Limited - ALERT
3/28/2013
5 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
UTIW - Quick Alert: Fiscal 4Q13 Results
Below Expectations
3/28/2013
4 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide (Neutral) - Now need to
look even further out
3/28/2013
9 MACQUARIE RESEARCH
DOUGHERTY, KELLY
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - UTIW - Ugly
4FQ/13 results; raising the warning flag
on turnaround
3/28/2013
1 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - Transformation
Fatigue
3/28/2013
9 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
Another Tough Quarter; Remain EW
3/28/2013
5 STEPHENS INC.
ATKINS, JACK, ET AL
UTI WORLDWIDE, INC.
Is Now the Time to Buy UTi Worldwide
Inc.?
3/29/2013
12 SADIF ANALYTICS
RESEARCH SADIF
UTI WORLDWIDE, INC.
UTIW: Reducing Estimates Post Fiscal
4Q13; Maintain HOLD
3/31/2013
6 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE: UTIW: BUY:
MODEST SELL-OFF ON WIDE MISS
SUGGESTS UNDERLYING SUPPORT
UTi Worldwide: UTIW: BUY: Modest
Sell-Off on Wide Miss Suggests
Underlying Support
4/1/2013
11 JEFFERIES
NESVOLD, PETER
UTI WORLDWIDE, INC.
UTi Worldwide : Weak 4Q Points to
Erosion in EPS Base; Restructuring May
Not Be Enough to Support Upside
4/1/2013
8 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
4/1/2013
20 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc.:Fourth Quarter
Misses on Lower Profitability, but More
Confidence in Transformation Plan
Targets
4/1/2013
8 WILLIAM BLAIR & COMPANY
BROCHMANN, NATHAN
UTI WORLDWIDE, INC.
UTi Worldwide
4/3/2013
10 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide: Transformation To
Create Upside, Execution A Risk
4/5/2013
13 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTI WORLDWIDE, INC.
4/6/2013
40 WRIGHT INVESTORS SERVICE
WRIGHT REPORTS, ET AL
UTI WORLDWIDE, INC.
4/11/2013
21 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide (Neutral) - In need of an
execution update
6/2/2013
15 MACQUARIE RESEARCH
DOUGHERTY, KELLY, ET AL
UTI WORLDWIDE, INC.
Expeditors Intl. of Washington UTi
Worldwide, Inc. - UTIW - 1FQ/14
earnings preview (reports Thursday, June
6 before market open)
6/3/2013
1 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide : Weak 1Q / Modest
Downside but Outlook Commentary Is
Constructive - ALERT
6/6/2013
5 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
UTIW - Quick Alert: Fiscal 1Q14 Results
- First Take
6/6/2013
4 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTIW: Lowering Estimates Post Fiscal
1Q14; Maintain HOLD
6/6/2013
6 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide (Neutral) - Pretty hefty
expectations already built in
6/6/2013
10 MACQUARIE RESEARCH
DOUGHERTY, KELLY, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - Some much
needed stabilization, but not much to get
excited about
6/6/2013
10 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - UTIW - EPS miss
tax rate driven, but demand still remains
weak
6/6/2013
2 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide, Inc.:Considering
Adjustments, Quarter Mostly in Line
With Expectations; Trends Might Be
Showing Signs of Improvement
6/6/2013
9 WILLIAM BLAIR & COMPANY
BROCHMANN, NATHAN
UTI WORLDWIDE, INC.
UTIW: Challenges Remain, but
Airfreight Trends are Encouraging
6/7/2013
6 BB&T CAPITAL MARKETS
STERLING, KEVIN
UTI WORLDWIDE, INC.
UTi Worldwide: UTIW: BUY: Three
Reasons to Be Incrementally More
Positive
6/7/2013
10 JEFFERIES
NESVOLD, PETER
UTI WORLDWIDE, INC.
UTi Worldwide : Weak 1Q EPS
Highlights Market Pressures;
Restructuring Program Still a Potential
Positive
6/7/2013
9 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide: F1Q14 Inline: Airfreight
Steady, Turnaround in Focus
6/7/2013
7 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTi Worldwide, Inc.
Analyst Reports Published During the Class Period
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 65 of 97 Page ID #:2382
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98

EXHIBIT NO. 8
Title
Subtitle
Date
Pages
Contributor
Analyst
UTi Worldwide, Inc.
Analyst Reports Published During the Class Period
UTI WORLDWIDE, INC.
6/7/2013
20 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
6/7/2013
20 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
Tough 1Q, But Stabilizing Trends Drive
More Optimistic Tone; Maintain EW
6/7/2013
5 STEPHENS INC.
ATKINS, JACK, ET AL
UTI WORLDWIDE, INC.
Is UTi Worldwide Inc. a Good Long-
Term Investment?
6/11/2013
12 SADIF ANALYTICS
RESEARCH SADIF
UTI WORLDWIDE, INC.
UTi Worldwide
6/20/2013
10 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide: Focus Remains on the
Transformation
7/3/2013
7 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTI WORLDWIDE, INC.
8/16/2013
40 WRIGHT INVESTORS SERVICE
WRIGHT REPORTS, ALEX, ET
AL
UTI WORLDWIDE, INC.
9/6/2013
4 KEYBANC CAPITAL MARKETS
FOWLER, TODD, ET AL
UTI WORLDWIDE, INC.
9/6/2013
10 MACQUARIE RESEARCH
DOUGHERTY, KELLY, ET AL
UTI WORLDWIDE, INC.
9/6/2013
2 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN, ET AL
UTI WORLDWIDE, INC.
9/7/2013
21 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
UTIW: Lowering Estimates Post Fiscal
2Q14; Maintain HOLD
9/8/2013
7 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide: F2Q14 Miss:
Transformation Execution Still a Risk
9/8/2013
6 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTI WORLDWIDE, INC.
UTIW: Another Challenging Quarter as
Transformation is Extended
9/9/2013
6 BB&T CAPITAL MARKETS
STERLING, KEVIN
UTI WORLDWIDE, INC.
UTi Worldwide : Stuck in the Old Skin;
Weak 2Q Shows Earnings Generation in
Limbo Amid Forwarding System Rollout
9/9/2013
9 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
2Q14 Miss; IT Update Encouraging, But
Enough to Support Stock Price?
9/9/2013
5 STEPHENS INC.
ATKINS, JACK, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc.:Profitability
Dampens Fiscal Second-Quarter Results;
Focus Remains on Long-Term
Transformation
9/9/2013
9 WILLIAM BLAIR & COMPANY
BROCHMANN, NATHAN
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - UTIW -
Takeaways from Presentation at RBC
Industrials Conference
9/10/2013
1 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
Is UTi Worldwide Inc. a Good Long-
Term Investment?
9/10/2013
12 SADIF ANALYTICS
RESEARCH SADIF
UTI WORLDWIDE, INC.
9/12/2013
21 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
9/16/2013
19 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - Cutting Estimates
Following Conference Presentation and
2FQ/14 Results
9/16/2013
10 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide
9/17/2013
11 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
10/4/2013
41 WRIGHT INVESTORS SERVICE
WRIGHT REPORTS, ALEX, ET
AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - UTIW - 3FQ/14
earnings preview
12/3/2013
1 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
12/3/2013
41 WRIGHT INVESTORS SERVICE
WRIGHT REPORTS, ALEX, ET
AL
UTI WORLDWIDE, INC.
UTi Worldwide
12/5/2013
11 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
UTIW - Quick Alert: Fiscal 3Q14 First
Take
12/5/2013
4 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTIW: FY3Q14 Recap - in Line Quarter,
Transformation Continues; Maintain
HOLD
12/5/2013
6 KEYBANC CAPITAL MARKETS
FOWLER, TODD C, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide (Neutral) - Profitability
outlook still far from clear
12/5/2013
10 MACQUARIE RESEARCH
DOUGHERTY, KELLY, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - UTIW - 3FQ/14
results in-line with consensus
12/5/2013
1 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - Still waiting
12/5/2013
10 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
UTI WORLDWIDE, INC.
UTIW: In-Line Q3'14; Volume Growth
Offset by Rate Pressure; Turnaround on
Track
12/6/2013
5 BB&T CAPITAL MARKETS
STERLING, KEVIN
UTI WORLDWIDE, INC.
UTi Worldwide : In Line 3Q EPS; Raised
Cost Savings Target Is Favorable But
Will It Ultimately Translate?
12/6/2013
8 JPMORGAN
WADEWITZ, THOMAS R, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide: F3Q14 Inline: Progress
on Turn-Around Excites
12/6/2013
6 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTI WORLDWIDE, INC.
12/6/2013
18 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
In-Line 3Q14; IT Rollout On Track;
Remain EW
12/6/2013
5 STEPHENS INC.
ATKINS, JACK, ET AL
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 66 of 97 Page ID #:2383
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98

EXHIBIT NO. 8
Title
Subtitle
Date
Pages
Contributor
Analyst
UTi Worldwide, Inc.
Analyst Reports Published During the Class Period
UTI WORLDWIDE, INC.
UTi Worldwide, Inc.:Solid Fiscal Third-
Quarter Results; More Positive Outlook
for Cost Savings From Transformation
Project
12/6/2013
9 WILLIAM BLAIR & COMPANY
BROCHMANN, NATHAN
UTI WORLDWIDE, INC.
12/10/2013
18 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
TRANSPORTATION : CHART OF
THE DAY: HOW MUCH OF UTIW
TURN-AROUND IS ALREADY IN
CONSENSUS?
Transportation : Chart of the Day: How
Much of UTIW Turn-Around is Already
in Consensus?
12/12/2013
22 MORGAN STANLEY
GREENE, WILLIAM, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide
12/13/2013
11 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
12/16/2013
3
SADIF-INVESTMENT ANALYTICS
SA
RESEARCH SADIF
UTI WORLDWIDE, INC.
12/20/2013
18 MORNINGSTAR, INC.
YOUNG, MATTHEW, ET AL
UTI WORLDWIDE, INC.
Is UTi Worldwide Inc. a Good Long-
Term Investment?
1/7/2014
12
SADIF-INVESTMENT ANALYTICS
SA
RESEARCH SADIF
UTI WORLDWIDE, INC.
UTi Worldwide
2/6/2014
11 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
2/9/2014
41 WRIGHT INVESTORS SERVICE
WRIGHT REPORTS, ALEX, ET
AL
UTI WORLDWIDE, INC.
UTi Worldwide
2/10/2014
11 CFRA RESEARCH
CORRIDORE, JIM, ET AL
UTI WORLDWIDE, INC.
UTi Worldwide, Inc. - Upgrading to
Outperform
2/24/2014
8 RBC CAPITAL MARKETS (CANADA) BARNES, JOHN L
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98

EXHIBIT NO. 9
MPID
Firm Name
Gross Volume
MSCO
MORGAN STANLEY & CO., INCORPOR
12,888,450

FBCO
CREDIT SUISSE FIRST BOSTON LLC
7,914,002

GSCO
GOLDMAN SACHS
5,845,046

LEHM
BARCLAYS CAPITAL INC.
5,753,808

JPMS
J.P. MORGAN SECURITIES INC.
4,279,890

UBSS
UBS SECURITIES LLC.
3,425,087

MLCO
MERRILL LYNCH
3,214,514

DBAB
DEUTSCHE BANK SECURITIES INC.
3,082,212

INCA
INSTINET CORPORATION
2,952,049

TRBT
TRADEBOT SYSTEMS, INC.
2,298,293

NITE
VIRTU AMERICAS LLC
2,139,301

ETCC
Electronic Transaction Clearing, Inc.
1,998,524

WEDB
WEDBUSH MORGAN SECURITIES INC.
1,887,535

SBSH
CITIGROUP GLOBAL MARKETS INC.
1,690,337

WMIT
WEDBUSH SECURITIES INC.
1,007,413

NITP
VIRTU AMERICAS LLC
898,026

INAT
INSTINET, LLC
866,170

INJX
INSTINET, LLC
571,993

IBKR
INTERACTIVE BROKERS LLC
569,386

FMAT
FIMAT USA, INC.
533,309

DBUL
Deutsche Bank Securities Inc.
513,161

WEXX
WOLVERINE EXECUTION SERVICES,
465,576

FRET
Fox River Execution Tehnology, LLC
453,354

BNPX
BNP PARIBAS SECURITIES CORP.
434,490

WMFO
Wedbush Securities Inc.
361,403

WMVG
WEDBUSH SECURITIES INC.
305,943

NFSC
NATIONAL FINANCIAL SERVICES LL
264,435

WMSF
WEDBUSH SECURITIES INC.
252,897

BERN
SANFORD C. BERNSTEIN AND CO. I
219,886

WCHV
Wells Fargo Securities, LLC
196,066

INML
INSTINET, LLC
187,986

LIME
LIME BROKERAGE LLC
159,951

NMRA
NOMURA SECURITIES INTERNATIONA
150,344

YAMN
YAMNER AND CO. INC.
133,615

ITGI
ITG INC.
122,741

ATDF
Automated Trading Desk Financial Services, LLC
112,788

MAPL
MAPLE SECURITIES U.S.A. INC.
107,880

JEFF
JEFFERIES & COMPANY, INC.
96,999

SPHN
STEPHENS INC.
86,413

UTi Worldwide, Inc.
Market Participants in UTIW Common Stock March 2013 - February 2014
Source: Bloomberg LP
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 68 of 97 Page ID #:2385
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98

EXHIBIT NO. 9
MPID
Firm Name
Gross Volume
UTi Worldwide, Inc.
Market Participants in UTIW Common Stock March 2013 - February 2014
Source: Bloomberg LP
IEXG
Investors Exchange
80,361

WBLR
WILLIAM BLAIR & COMPANY L.L.C.
77,500

MSMP
MORGAN STANLEY & CO. LLC
74,661

WMLP
WEDBUSH SECURITIES INC.
72,844

ATMC
COWEN CAPITAL LLC
70,585

DRTR
Dart Executions, LLC
69,199

WMAV
WEDBUSH SECURITIES INC.
67,432

WMLW
WEDBUSH SECURITIES INC.
58,834

JONE
JONES AND ASSOCIATES INC.
58,043

DAWA
DAIWA SECURITIES AMERICA INC.
54,600

FOMA
AMERITRADE, INC.
51,832

NEED
NEEDHAM AND CO.
50,000

WUND
WUNDERLICH SECURITIES INC.
43,118

BZYD
GOLDMAN SACHS EXECUTION & CLEARING, L.P.
41,011

WMGP
WEDBUSH SECURITIES INC
40,406

ETBG
ELECTRONIC TRANSACTION CLEARING, INC.
40,076

GLPS
Electronic Brokerage Systems, LLC
37,801

ETBP
ELECTRONIC TRANSACTION CLEARING, INC.
35,680

PERT
PERSHING TRADING COMPANY L.P.
34,122

CANT
CANTOR FITZGERALD & CO.
34,001

LIWE
LIME BROKERAGE LLC
33,711

CTLR
CUTLER GROUP, LP
33,154

SCTR
SCOUT TRADING LLC
32,836

BTIG
BTIG, LLC
31,814

DEMA
DEMATTEO MONESS LLC
27,210

ETAY
ELECTRONIC TRANSACTION CLEARING, INC.
26,333

TMBR
TIMBER HILL LLC
26,217

WBPX
WHITE BAY PT LLC
23,328

NQRB
BRUT, LLC
22,653

PDQM
PDQ ATS. Inc.
21,651

COWN
COWEN & CO., LLC
20,725

BKMM
BNY MELLON CAPITAL MARKETS, LLC
20,260

DEGS
Dart Executions, LLC
19,648

ETBD
ELECTRONIC TRANSACTION CLEARING, INC.
19,402

STFL
STIFEL NICOLAUS
16,591

RHCO
SUNTRUST CAPITAL MARKETS, INC.
16,581

FILL
TRADESTATION SECURITIES, INC.
16,167

LSCI
LEK SECURITIES CORPORATION
16,036

DALE
ANCORA SECURITIES INC.
15,000

Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 69 of 97 Page ID #:2386
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98

EXHIBIT NO. 9
MPID
Firm Name
Gross Volume
UTi Worldwide, Inc.
Market Participants in UTIW Common Stock March 2013 - February 2014
Source: Bloomberg LP
WSCS
WS Clearing Inc.
14,388

SJLS
SJ LEVINSON LLC
14,387

BNPB
BNP Paribas Securities Corp.
13,800

SEGB
GLOBAL-AMERICAN INVESTMENTS, INC
13,321

BNCH
THE BENCHMARK COMPANY, LLC
11,673

NPNT
Northpoint Trading Partners, LLC
11,501

SHMR
O'CONNOR & COMPANY LLC
11,152

WMFC
Wedbush Securities Inc.
10,441

GMOR
LIGHTSPEED TRADING, LLC
9,653

ETBT
ELECTRONIC TRANSACTION CLEARING, INC.
8,376

BMOC
BMO CAPITAL MARKETS
8,100

SALI
STERNE AGEE AND LEACH INC.
7,510

WMLT
WEDBUSH SECURITIES INC.
6,615

HPPO
POTAMUS TRADING, LLC
6,420

ETRS
E*TRADE CLEARING LLC
6,321

LSTE
Lightspeed Trading Llc
5,627

BAYC
BAY CREST PARTNERS, LLC
4,940

BARD
ROBERT W. BAIRD & CO. INCORPOR
4,040

ETRD
E*TRADE CAPITAL MKTS LLC
2,844

OTRT
OTR GLOBAL TRADING LLC
2,718

WEMM
WELLS FARGO SECURITIES, LLC.
2,500

FBRC
FRIEDMAN, BILLINGS, RAMSEY & C
2,430

WBLL
WEDBUSH SECURITIES INC.
2,334

CRAG
CREDIT AGRICOLE INDOSUEZ CHEUV
2,100

BZWW
GOLDMAN SACHS EXECUTION & CLEARING, L.P.
2,010

WIAI
WANG INVESTMENT ASSOCIATES INC.
1,800

WMQS
WEDBUSH SECURITIES INC.
1,700

DAPG
Direct Access Partners LLC
1,600

SPDR
SPEEDROUTE LLC
1,600

WSMS
WEDBUSH SECURITIES INC.
1,356

FCCP
FIRST CLEARING, LLC
1,200

GAME
GLOBAL-AMERICAN INVESTMENTS, INC
1,100

GAUS
The Gaussian Group, LLC
1,032

Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 70 of 97 Page ID #:2387
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98

OMB APPROVAL
OMB Number:
3235-0073
Expires:
March 31, 2018
Estimated average burden
hours per response . . . ... 472.48
United StateS
SecUritieS and exchange commiSSion
Washington, d.c. 20549
Form S-3
regiStration Statement Under the SecUritieS act oF 1933
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code, and telephone number, including area code, of agent for service)
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box:
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box:
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the fol-
lowing box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register addi-
tional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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(Do not check if a smaller reporting company)
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are not required to respond unless the form displays a currently valid OMB control
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.
caLcULation oF regiStration Fee
Title of each
class of securities
to be registered
Amount to be
registered
Proposed maximum
offering price
per unit
Proposed maximum
aggregate offering
price
Amount of
registration fee
notes to the “calculation of registration Fee” table (“Fee table”):
1. Specific details relating to the fee calculation shall be furnished in notes to the Fee Table, including references to provisions of Rule
457 (§230.457 of this chapter) relied upon, if the basis of the calculation is not otherwise evident from the information presented in the
Fee Table.
2. If the filing fee is calculated pursuant to Rule 457(o) under the Securities Act, only the title of the class of securities to be registered,
the proposed maximum aggregate offering price for that class of securities, and the amount of registration fee need to appear in the
Fee Table. Where two or more classes of securities are being registered pursuant to General Instruction II.D., however, the Fee Table
need only specify the maximum aggregate offering price for all classes; the Fee Table need not specify by each class the proposed
maximum aggregate offering price (see General Instruction II.D.).
3. If the filing fee is calculated pursuant to Rule 457(r) under the Securities Act, the Fee Table must state that it registers an unspecified
amount of securities of each identified class of securities and must provide that the issuer is relying on Rule 456(b) and Rule 457(r). If
the Fee Table is amended in a post-effective amendment to the registration statement or in a prospectus filed in accordance with Rule
456(b)(1)(ii) (§230.456(b)(1)(ii) of this chapter) , the Fee Table must specify the aggregate offering price for all classes of securities in
the referenced offering or offerings and the applicable registration fee.
4. Any difference between the dollar amount of securities registered for such offerings and the dollar amount of securities sold may be
carried forward on a future registration statement pursuant to Rule 457 under the Securities Act.
generaL inStrUctionS
i. eligibility requirements for Use of Form S-3
This instruction sets forth registrant requirements and transaction requirements for the use of Form S-3. Any registrant which meets
the requirements of I.A. below (“Registrant Requirements”) may use this Form for the registration of securities under the Securities Act
of 1933 (“Securities Act”) which are offered in any transaction specified in I.B. below (“Transaction Requirement”) provided that the
requirement applicable to the specified transaction are met. With respect to majority-owned subsidiaries, see Instruction I.C. below. With
respect to well-known seasoned issuers and majority-owned subsidiaries of well-known seasoned issuers, see Instruction I.D. below.
a. registrant requirements. Registrants must meet the following conditions in order to use this Form S-3 for registration
under the Securities Act of securities offered in the transactions specified in I. B. below:
l. The registrant is organized under the laws of the United States or any State or Territory or the District of Columbia and
has its principal business operations in the United States or its territories.
2. The registrant has a class of securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934
(“Exchange Act”) or a class of equity securities registered pursuant to Section 12(g) of the Exchange Act or is required
to file reports pursuant to Section 15(d) of the Exchange Act.
3. The registrant:
(a) has been subject to the requirements of Section 12 or 15(d) of the Exchange Act and has filed all the material
required to be filed pursuant to Section 13, 14 or 15(d) for a period of at least twelve calendar months immediately
preceding the filing of the registration statement on this Form; and
2
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(b) has filed in a timely manner all reports required to be filed during the twelve calendar months and any portion of a
month immediately preceding the filing of the registration statement, other than a report that is required solely pursuant
to Item 1.01, 1.02, 2.03, 2.04, 2.05, 2.06, 4.02(a) or 5.02(e) of Form 8-K (§249.308 of this chapter). If the registrant has
used (during the twelve calendar months and any portion of a month immediately preceding the filing of the registra-
tion statement) Rule 12b-25(b) (§240.12b-25(b) of this chapter) under the Exchange Act with respect to a report or a
portion of a report, that report or portion thereof has actually been filed within the time period prescribed by that rule.
4. Neither the registrant nor any of its consolidated or unconsolidated subsidiaries have, since the end of the last fiscal
year for which certified financial statements of the registrant and its consolidated subsidiaries were included in a report
filed pursuant to Section 13(a) or 15(d) of the Exchange Act: (a) failed to pay any dividend or sinking fund installment
on preferred stock; or (b) defaulted (i) on any installment or installments on indebtedness for borrowed money, or (ii)
on any rental on one or more long term leases, which defaults in the aggregate are material to the financial position of
the registrant and its consolidated and unconsolidated subsidiaries, taken as a whole.
5. A foreign issuer, other than a foreign government, which satisfies all of the above provisions of these registrant eligi-
bility requirements except the provisions in I. A. l. relating to organization and principal business shall be deemed to
have met these registrant eligibility requirements provided that such a foreign issuer files the same reports with the
Commission under Section 13(a) or 15(d) of the Exchange Act as a domestic registrant pursuant to I. A. 3. above.
6. If the registrant is a successor registrant, it shall be deemed to have met conditions 1., 2., 3., and 5., above if: (a) its
predecessor and it, taken together, do so, provided that the succession was primarily for the purpose of changing the
state of incorporation of the predecessor or forming a holding company and that the assets and liabilities of the suc-
cessor at the time of succession were substantially the same as those of the predecessor; or (b) if all predecessors met
the conditions at the time of succession and the registrant has continued to do so since the succession.
7. Electronic filings. In addition to satisfying the foregoing conditions, a registrant subject to the electronic filing require-
ments of Rule 101 of Regulation S-T (§232.101 of this chapter) shall have:
(a) Filed with the Commission all required electronic filings, including electronic copies of documents
submitted in paper pursuant to a hardship exemption as provided by Rule 201 or Rule 202(d) of Regulation
S-T (§232.201 or §232.202(d) of this chapter); and
(b) Submitted electronically to the Commission and posted on its corporate Web site, if any, all Interactive
Data Files required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the twelve calendar months and any portion of a month immediately preceding the filing of
theregistration statement on this Form(or for such shorter period of timethatthe registrantwas required to
submit and post such files).
B. transaction requirements. Security offerings meeting any of the following conditions and made by a registrant meeting
the Registrant Requirements specified in I.A. above may be registered on this Form:
1. Primary Offerings by Certain Registrants. Securities to be offered for cash by or on behalf of a registrant, or outstanding
securities to be offered for cash for the account of any person other than the registrant, including securities acquired by
standby underwriters in connection with the call or redemption by the registrant of warrants or a class of convertible
securities; provided that the aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant is $75 million or more.
Instruction. For the purposes of this Form, “common equity” is as defined in Securities Act Rule 405 (§230.405 of
this chapter). The aggregate market value of the registrant’s outstanding voting and non-voting common equity shall
be computed by use of the price at which the common equity was last sold, or the average of the bid and asked prices
of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date
of filing. See the definition of “affiliate” in Securities Act Rule 405., as of a date within 60 days prior to the date of
filing. See the definition of “affiliate” in Securities Act Rule 405 (§230.405 of this chapter).
2. Primary Offerings of Non-Convertible Securities Other than Common Equity. Non-convertible securities, other than
common equity, to be offered for cash by or on behalf of a registrant, provided the registrant:
(i) has issued (as of a date within 60 days prior to the filing of the registration statement) at least $1 billion in non-
convertible securities, other than common equity, in primary offerings for cash, not exchange, registered under the
3
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Securities Act, over the prior three years; or
(ii) has outstanding (as of a date within 60 days prior to the filing of the registration statement) at least $750 million of
non-convertible securities, other than common equity, issued in primary offerings for cash, not exchange, registered
under the Securities Act; or
(iii) is a wholly-owned subsidiary of a well-known seasoned issuer (as defined in 17 CFR 230.405); or
(iv) is a majority-owned operating partnership of a real estate investment trust that qualifies as a well-known seasoned
issuer (as defined in 17 CFR 230.405); or
(v) discloses in the registration statement that it has a reasonable belief that it would have been eligible to use Form
S-3 as of September 1, 2011 because it is registering a primary offering of non-convertible investment grade securities,
discloses the basis for such belief, and files a final prospectus for an offering pursuant to such registration statement
on Form S-3 on or before September 2, 2014.
Instruction. For purposes of Instruction I.B.2(i) above, an insurance company, as defined in Section 2(a)(13) of the
Securities Act, when using this Form to register offerings of securities subject to regulation under theinsurance laws
of any State or Territory of the United States or the District of Columbia (“insurance contracts”), may include
purchase payments or premium payments for insurance contracts, including purchase payments or premium pay-
ments for variable insurance contracts (not including purchase payments or premium payments initially allocated to
investment options that are not registered under the Securities Act), issued in offerings registered under the Securi-
ties Act over the prior three years. For purposes of Instruction I.B.2(ii) above, an insurance company, as defined in
Section 2(a)(13) of the Securities Act, when using this Form to register offerings of insurance contracts, may include
the contract value, as of the measurement date, of any outstanding insurance contracts, including variable insurance
contracts (not including the value allocated as of the measurement date to investment options that are not registered
under the Securities Act), issued in offerings registered under the Securities Act.
3. Transactions Involving Secondary Offerings. Outstanding securities to be offered for the account of any person other
than the issuer, including securities acquired by standby underwriters in connection with the call or redemption by
the issuer of warrants or a class of convertible securities, if securities of the same class are listed and registered on a
national securities exchange or are quoted on the automated quotation system of a national securities association. (In
addition, attention is directed to General Instruction C to Form S-8 (§239.16b) for the registration of employee benefit
plan securities for resale.)
4. Rights Offerings, Dividend or Interest Reinvestment Plans, and Conversions or Warrants and Options.
(a) Securities to be offered (1) upon the exercise of outstanding rights granted by the issuer of the securities to be
offered, if such rights are granted on a pro rata basis to all existing security holders of the class of securities to
which the rights attach, (2) under a dividend or interest reinvestment plan, or (3) upon the conversion of outstand-
ing convertible securities or the exercise of outstanding warrants or options issued by the issuer of the securities
to be offered, or by an affiliate of such issuer.
(b) However, Form S-3 is available for registering these securities only if the issuer has sent, within the twelve cal-
endar months immediately before the registration statement is filed, material containing the information required
by Rule 14a-3(b) (§240.14a-3(b) of this chapter) under the Exchange Act to:
1. all record holders of the rights,
2. all participants in the plans, or
3. all record holders of the convertible securities, warrants or options, respectively.
(c) The issuer also must have provided, within the twelve calendar months immediately before the Form S-3 registra-
tion statement is filed, the information required by Items 401, 402, 403 and 407(c)(3), (d)(4), (d)(5) and (e)(4) of
Regulation S-K (§229.401 - §229.403 and §229.407(c)(3),(d)(4), (d)(5) and (e)(4) of this chapter) to:
(1) holders of rights exercisable for common stock,
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(2) holders of securities convertible into common stock, and
(3) participants in plans that may invest in common stock, securities convertible into common stock, or warrants
or options exercisable for common stock, respectively.
5.
This Form shall not be used to register offerings of asset-backed securities, as defined in 17 CFR 229.1101(c).
6. Limited Primary Offerings by Certain Other Registrants. Securities to be offered for cash by or on behalf of a
registrant; provided that:
(a) the aggregate market value of securities sold by or on behalf of the registrant pursuant to this
Instruction I.B.6. during the period of 12 calendar months immediately prior to, and including, the sale is
no more than one-third of the aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant;
(b) the registrant is not a shell company (as defined in §230.405 of this chapter) and has not been a shell
company for at least 12 calendar months previously and if it has been a shell company at any time previ
ously, has filed current Form 10 information with the Commission at least 12 calendar months previously
reflecting its status as an entity that is not a shell company; and
(c) the registrant has at least one class of common equity securities listed and registered on a national
securities exchange.
instructions.
1. “Common equity” is as defined in Securities Act Rule 405 (§230.405 of this chapter). For purposes of computing the
aggregate market value of the registrant’s outstanding voting and non-voting common equity pursuant to General Instruction
I.B.6., registrants shall use the price at which the common equity was last sold, or the average of the bid and asked prices of
such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of sale. See
the definition of “affiliate” in Securities Act Rule 405 (§230.405 of this chapter).
2. For purposes of computing the aggregate market value of all securities sold by or on behalf of the registrant in offerings
pursuant to General Instruction I.B.6. during any period of 12 calendar months, registrants shall aggregate the gross proceeds
of such sales; provided, that, in the case of derivative securities convertible into or exercisable for shares of the registrant’s
common equity, registrants shall calculate the aggregate market value of any underlying equity shares in lieu of the market
value of the derivative securities. The aggregate market value of the underlying equity shall be calculated by multiplying the
maximum number of common equity shares into which the derivative securities are convertible or for which they are exercis-
able as of a date within 60 days prior to the date of sale, by the same per share market price of the registrant’s equity used for
purposes of calculating the aggregate market value of the registrant’s outstanding voting and non-voting common equity pur-
suant to Instruction 1 to General Instruction I.B.6. If the derivative securities have been converted or exercised, the aggregate
market value of the underlying equity shall be calculated by multiplying the actual number of shares into which the securities
were converted or received upon exercise, by the market price of such shares on the date of conversion or exercise.
3. If the aggregate market value of the registrant’s outstanding voting and nonvoting common equity computed pursuant to
General Instruction I.B.6. equals or exceeds $75 million subsequent to the effective date of this registration statement, then the
one third limitation on sales specified in General Instruction I.B.6(a) shall not apply to additional sales made pursuant to this
registration statement on or subsequent to such date and instead the registration statement shall be considered filed pursuant to
General Instruction I.B.1.
4. The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.210 or §249.220f
of this chapter), as applicable to the registrant, to register under the Securities Exchange Act of 1934 each class of securities
being registered using this form. A registrant may provide the Form 10 information in another Commission filing with respect
to the registrant.
5. The date used in Instruction 2 to General Instruction I.B.6. shall be the same date used in Instruction 1 to General
Instruction I.B.6.
6. A registrant’s eligibility to register a primary offering on Form S-3 pursuant to General Instruction I.B.6. does not mean
that the registrant meets the requirements of Form S-3 for purposes of any other rule or regulation of the Commission apart
from Rule 415(a)(1)(x) (§230.415(a)(1)(x) of this chapter).
7. Registrants must set forth on the outside front cover of the prospectus the calculation of the aggregate market value of the
registrant’s outstanding voting and nonvoting common equity pursuant to General Instruction I.B.6. and the amount of all
securities offered pursuant to General Instruction I.B.6. during the prior 12 calendar month period that ends on, and includes,
the date of the prospectus.
8. For purposes of General Instruction I.B.6(c), a “national securities exchange” shall mean an exchange registered as such
under Section 6(a) of the Securities Exchange Act of 1934.
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c. majority-owned Subsidiaries. If a registrant is a majority-owned subsidiary, security offerings may be registered on this Form if:
l. the registrant-subsidiary itself meets the Registrant Requirements and the applicable Transaction Requirement;
2. the parent of the registrant-subsidiary meets the Registrant Requirements and the conditions of Transaction Require-
ment B. 2. (Primary Offerings of Non-convertible Investment Grade Securities) are met;
3. the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,
and provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X (§210.3-10 of this chapter),
of the payment obligations on the securities being registered, and the securities being registered are non-convertible
securities, other than common equity;
4. the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,
and the securities of the registrant subsidiary being registered are full and unconditional guarantees, as defined in Rule
3-10 of Regulation S-X, of the payment obligations on the parent’s non-convertible securities, other than common
equity, being registered; or
5. the parent of the registrant-subsidiary meets the Registrant Requirements and the applicable Transaction Requirement,
and the securities of the registrant subsidiary being registered are guarantees of the payment obligations on the non-
convertible securities, other than common equity, being registered by another majority-owned subsidiary of the parent
where the parent provides a full and unconditional guarantee, as defined in Rule 3-10 of Regulation S-X, of such non-
convertible securities.
note to general instruction i.c.: With regard to paragraphs I.C.3, I.C.4, and I.C.5 above, the guarantor is the issuer of a separate
security consisting of the guarantee, which must be concurrently registered, but may be registered on the same registration statement
as are the non-convertible guaranteed securities.
d. automatic shelf offerings by well-known seasoned issuers. Any registrant that is a well-known seasoned issuer as defined in
Rule 405 (§230.405 of this chapter) at the most recent eligibility determination date specified in paragraph (2) of that definition may
use this Form for registration under the Securities Act of securities offerings, other than pursuant to Rule 415(a)(1)(vii) or (viii)
(§230.415(a)(1)(vii) or (viii) of this chapter), as follows:
(1) The securities to be offered are:
(a) Any securities to be offered pursuant to Rule 415, Rule 430A, or Rule 430B (§230.415, §230.430A, or
§230.430B of this chapter) by:
(i) A registrant that is a well-known seasoned issuer by reason of paragraph (1)(i)(A) of the definition in
Rule 405; or
(ii) A registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition
in Rule 405 if the registrant also is eligible to register a primary offering of its securities pursuant to Transac
tion Requirement I.B.1 of this Form;
(b) Non-convertible securities, other than common equity, to be offered pursuant to Rule 415, Rule 430A, or Rule
430B by a registrant that is a well-known seasoned issuer only by reason of paragraph (1)(i)(B) of the definition in
Rule 405 and does not fall within Transaction Requirement I.B.1 of this Form;
(c) Securities of majority-owned subsidiaries of the parent registrant to be offered pursuant to Rule 415, Rule 430A,
or Rule 430B if the parent registrant is a well known seasoned issuer and the securities of the majority-owned
subsidiary being registered meet the following requirements:
(i) Securities of a majority-owned subsidiary that is a well-known seasoned issuer at the time it becomes a
registrant, other than by virtue of paragraph (1)(ii) of the definition of well-known seasoned issuer in
Rule 405;
(ii) Securities of a majority-owned subsidiary that are non-convertible securities, other than common
equity, and the parent registration provides a full and unconditional guarantee, as defined in Rule 3-10 of
Regulation S-X, of the payment obligations on the non-convertible securities;
(iii) Securities of a majority-owned subsidiary that are a guarantee of:
(A) Non-convertible securities, other than common equity, of the parent registrant being
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registered;
(B) Non-convertible securities, other than common equity, of another majority-owned subsidiary
being registered and the parent has provided a full and unconditional guarantee, as defined in Rule
3-10 of Regulation S-X, of the payment obligations on such non-convertible securities.; or
(iv) ) Securities of a majority-owned subsidiary that meet the conditions of Transaction Requirement I.B.2.
of this Form (Primary Offerings of Non-Convertible Investment Grade Securities).
(d) Securities to be offered for the account of any person other than the issuer (“selling security holders”), provided
that the registration statement and the prospectus are not required to separately identify the selling security holders
or the securities to be sold by such persons until the filing of a prospectus, prospectus supplement, post-effective
amendment to the registration statement, or periodic or current report under the Exchange Act that is incorporated by
reference into the registration statement and prospectus, identifying the selling security holders and the amount of
securities to be sold by each of them and, if included in a periodic or current report, a prospectus or prospectus
supplement is filed, as required by Rule 430B, pursuant to Rule 424(b)(7)(§230.424(b)(7) of this chapter);
(2) The registrant pays the registration fee pursuant to Rule 456(b) and Rule 457(r) (§230.456(b) and §230.457(r) of this
chapter) or in accordance with Rule 456(a)(§230.456(a) of this chapter);
(3) If the registrant is a majority-owned subsidiary, it is required to file and has filed reports pursuant to section 13 or section
15(d) of the Exchange Act and satisfies the requirements of this Form with regard to incorporation by reference or
information about the majority-owned subsidiary is included in the registration statement (or a post-effective amendment to
the registration statement);
(4) The registrant may register additional securities or classes of its or its majority-owned subsidiaries’ securities on a post-
effective amendment pursuant to Rule 413(b) (§230.413(b) of this chapter); and
(5) An automatic shelf registration statement and post-effective amendment will become effective immediately pursuant to
Rule 462(e) and (f) (§230.462(e) and (f) of this chapter) upon filing. All filings made on or in connection with automatic shelf
registration statements on this Form become public upon filing with the Commission.
ii. application of general rules and regulations
A. Attention is directed to the General Rules and Regulations under the Securities Act, particularly Regulation C thereunder
(l7 CFR 230.400 to 230.494). That Regulation contains general requirements regarding the preparation and filing of reg-
istration statements.
B. Attention is directed to Regulation S-K (17 CFR Part 229) for the requirements applicable to the content of the non-financial
statement portions of registration statements under the Securities Act. Where this Form directs the registrant to furnish
information required by Regulation S-K and the item of Regulation S-K so provides, information need only be furnished to
the extent appropriate. Notwithstanding Items 501 and 502 of Regulation S-K, no table of contents is required to be included
in the prospectus or registration statement prepared on this Form. In addition to the information expressly required to be
included in a registration statement on this Form S-3, registrants also may provide such other information as they deem
appropriate.
c.
A smaller reporting company, defined in Rule 405 (17 CFR 230.405), that is eligible to use Form S-3 shall use the
disclosure items in Regulation S-K (17 CFR 229.10 et seq.) with specific attention to the scaled disclosure provided
for smaller reporting companies, if any. Smaller reporting companies may provide the financial information called
for by Article 8 of Regulation S-X in lieu of the financial information called for by Item 11 in this form.
d. Non-Automatic Shelf Registration Statements. Where two or more classes of securities being registered on this
Form pursuant to General Instruction I.B.1. or I.B.2. are to be offered pursuant to Rule 415(a)(1)(x) (§230.415(a)
(1)(x) of this chapter), and where this Form is not an automatic shelf registration statement, Rule 457(o) permits
the registration fee to be calculated on the basis of the maximum offering price of all the securities listed in the
Fee Table. In this event, while the Fee Table would list each of the classes of securities being registered and the
aggregate proceeds to be raised, the Fee Table need not specify by each class information as to the amount to be
registered, proposed maximum offering price per unit, and proposed maximum aggregate offering price.
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e. automatic Shelf registration Statements. Where securities are being registered on this Form pursuant to General
Instruction I.D., Rule 456(b) permits, but does not require, the registrant to pay the registration fee on a pay-as-you-go basis and Rule
457(r) permits, but does not require, the registration fee to be calculated on the basis of the aggregate offering price of the securities to
be offered in an offering or offerings off the registration statement. If a registrant elects to pay all or a portion of the registration fee on
a deferred basis, the Fee Table in the initial filing must identify the classes of securities being registered and provide that the registrant
elects to rely on Rule 456(b) and Rule 457(r), but the Fee Table does not need to specify any other information. When the registrant
amends the Fee Table in accordance with Rule 456(b)(1)(ii), the amended Fee Table must include either the dollar amount of securities
being registered if paid in advance of or in connection with an offering or offerings or the aggregate offering price for all classes of
securities referenced in the offerings and the applicable registration fee.
F. information in automatic and non-automatic Shelf registration Statements. Where securities are being registered
on this Form pursuant to General Instruction I.B.1, I.B.2, I.C., or I.D., information is only required to be furnished as of
the date of initial effectiveness of the registration statement to the extent required by Rule 430A or Rule 430B. Required
information about a specific transaction must be included in the prospectus in the registration statement by means of a
prospectus that is deemed to be part of and included in the registration statement pursuant to Rule 430A or Rule 430B, a
post-effective amendment to the registration statement, or a periodic or current report under the Exchange Act incorporated by refer-
ence into the registration statement and the prospectus and identified in a prospectus filed, as required by Rule 430B, pursuant to Rule
424(b) (§230.424(b) of this chapter).
g. Selling Security holder offerings. Where a registrant eligible to register primary offerings on this Form pursuant to
General Instruction I.B.1 registers securities offerings on this Form pursuant to General Instruction I.B.1 or I.B.3 for the
account of persons other than the registrant, if the offering of the securities, or securities convertible into such securities,
that are being registered on behalf of the selling security holders was completed and the securities, or securities convert
ible into such securities, were issued and outstanding prior to the original date of filing the registration statement covering
the resale of the securities, the registrant may, as permitted by Rule 430B(b), in lieu of identifying selling security holders
prior to effectiveness of the resale registration statement, refer to unnamed selling security holders in a generic manner by
identifying the initial transaction in which the securities were sold. Following effectiveness, the registrant must include in a
prospectus filed pursuant to Rule 424(b)(7), a post-effective amendment to the registration statement, or an Exchange Act
report incorporated by reference into the prospectus that is part of the registration statement (which Exchange Act report
is identified in a prospectus filed, as required by Rule 430B, pursuant to Rule 424(b)(7)) the names of previously
unidentified selling security holders and amounts of securities that they intend to sell. If this Form is being filed pursuant to
General Instruction I.D. by a well-known seasoned issuer to register securities being offered for the account of persons
other than the issuer, the registration statement and the prospectus included in the registration statement do not need to
designate the securities that will be offered for the account of such persons, identify them, or identify the initial transaction
in which the securities, or securities convertible into such securities, were sold until the registrant files a post-effective
amendment to the registration statement, a prospectus pursuant to Rule 424(b), or an Exchange Act report (and prospectus
filed, as required by Rule 430B, pursuant to Rule 424(b)(7)) containing information for the offering on behalf of such
persons.
III. Dividend or Interest Reinvestment Plans: Filing and Effectiveness of Registration Statement; Requests for Confidential
treatment
A registration statement on this Form S-3 relating solely to securities offered pursuant to dividend or interest reinvestment plans
will become effective automatically (Rule 462, §230.462 of this chapter) upon filing (Rule 456, §230.456 of this chapter). Post-effective
amendments to such a registration statement on this Form shall become effective upon filing (Rule 464, §230.464 of this chapter). All
filings made on or in connection with this Form become public upon filing with the Commission. As a result, requests for confidential
treatment made under Rule 406 (§230.406 of this chapter) must be processed with the Commission staff prior to the filing of such a reg-
istration statement. The number of copies of the registration statement and of each amendment required by Rules 402 and 472 (§§230.402
and 230.472 of this chapter) shall be filed with the Commission: provided, however, That the number of additional copies referred to in
Rule 402(b) may be reduced from ten to three and the number of additional copies referred to in Rule 472(a) may be reduced from eight
to three, one of which shall be marked clearly and precisely to indicate changes.
iV. registration of additional Securities and additional classes of Securities
a. registration of additional Securities Pursuant to rule 462(b). With respect to the registration of additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, the registrant may file a registration statement consisting only of the
following: the facing page; a statement that the contents of the earlier registration statement, identified by file number, are incorporated
by reference; required opinions and consents; the signature page; and any price-related information omitted from the earlier registration
statement in reliance on Rule 430A that the registrant chooses to include in the new registration statement. The information contained in
such a Rule 462(b) registration statement shall be deemed to be a part of the earlier registration statement as of the date of effectiveness
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of the Rule 462(b) registration statement. Any opinion or consent required in the Rule 462(b) registration statement may be incorporated
by reference from the earlier registration statement with respect to the offering, if: (i) such opinion or consent expressly provides for such
incorporation; and (ii) such opinion relates to the securities registered pursuant to Rule 462(b). See Rule 411(c) and Rule 439(b) under
the Securities Act.
B. registration of additional Securities or classes of Securities or additional registrants after effectiveness. A
well-known seasoned issuer relying on General Instruction I.D. of this Form may register additional securities or classes of securities,
pursuant to Rule 413(b) by filing a post-effective amendment to the effective registration statement. The well-known seasoned issuer
may add majority-owned subsidiaries as additional registrants whose securities are eligible to be sold as part of the automatic shelf
registration statement by filing a post-effective amendment identifying the additional registrants, and the registrant and the additional
registrants and other persons required to sign the registration statement must sign the post-effective amendment. The post-effective
amendment must consist of the facing page; any disclosure required by this Form that is necessary to update the registration statement
to reflect the additional securities, additional classes of securities, or additional registrants; any required opinions and consents; and the
signature page. Required information, consents, or opinions may be included in the prospectus and the registration statement
through a post-effective amendment or may be provided through a document incorporated or deemed incorporated by reference into
the registration statement and the prospectus that is part of the registration statement, or, as to the required information only, contained
in a prospectus filed pursuant to Rule 424(b) that is deemed part of and included in the registration statement and prospectus that is
part of the registration statement.
Part i
inFormation reQUired in ProSPectUS
item 1.
Forepart of the registration Statement and outside Front cover Pages of Prospectus.
Set forth in the forepart of the registration statement and on the outside front cover page of the prospectus the information
required by Item 501 of Regulation S-K (§229.501 of this chapter).
item 2.
inside Front and outside Back cover Pages of Prospectus.
Set forth on the inside front cover page of the prospectus or, where permitted, on the outside back cover page, the informa-
tion required by Item 502 of Regulation S-K (§229.502 of this chapter).
item 3.
Summary information, risk Factors and ratio of earnings to Fixed charges.
Furnish the information required by Item 503 of Regulation S-K (§229.503 of this chapter).
item 4.
Use of Proceeds.
Furnish the information required by Item 504 of Regulation S-K (§229.504 of this chapter).
item 5.
determination of offering Price.
Furnish the information required by Item 505 of Regulation S-K (§229.505 of this chapter).
item 6.
dilution.
Furnish the information required by Item 506 of Regulation S-K (§229.506 of this chapter).
item 7.
Selling Security holders.
Furnish the information required by Item 507 of Regulation S-K (§229.507 of this chapter).
item 8.
Plan of distribution.
Furnish the information required by Item 508 of Regulation S-K (§229.508 of this chapter).
item 9.
description of Securities to be registered.
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Furnish the information required by Item 202 of Regulation S-K (§229.202 of this chapter), unless capital stock is to be reg-
istered and securities of the same class are registered pursuant to Section 12 of the Exchange Act.
item 10. interests of named experts and counsel.
Furnish the information required by Item 509 of Regulation S-K (§229.509 of this chapter).
item 11. material changes.
(a) Describe any and all material changes in the registrant’s affairs which have occurred since the end of the latest fiscal year
for which certified financial statements were included in the latest annual report to security holders and which have not
been described in a report on Form 10-Q (§249.308a of this chapter) or Form 8-K (§249.308 of this chapter) filed under
the Exchange Act.
(b) Include in the prospectus, if not incorporated by reference therein from the reports filed under the Exchange Act specified
in Item 12(a), a proxy or information statement filed pursuant to Section 14 of the Exchange Act, a prospectus previously
filed pursuant to Rule 424(b) or (c) under the Securities Act (§230.424(b) or (c) of this chapter) or, where no prospectus
is required to be filed pursuant to Rule 424(b), the prospectus included in the registration statement at effectiveness, or a
Form 8-K filed during either of the two preceding years: (i) information required by Rule 3-05 and Article 11 of Regulation
S-X (17 CFR Part 210); (ii) restated financial statements prepared in accordance with Regulation S-X if there has been a
change in accounting principles or a correction in an error where such change or correction requires a material retroactive
restatement of financial statements; (iii) restated financial statements prepared in accordance with Regulation S-X where
one or more business combinations accounted for by the pooling of interest method of accounting have been consummated
subsequent to the most recent fiscal year and the acquired businesses, considered in the aggregate, are significant pursuant
to Rule 11-01(b), or (iv) any financial information required because of a material disposition of assets outside the normal
course of business.
item 12. incorporation of certain information by reference.
(a) The documents listed in (1) and (2) below shall be specifically incorporated by reference into the prospectus by means of
a statement to that effect in the prospectus listing all such documents:
(1) the registrant’s latest annual report on Form 10-K (17 CFR 249.310) filed pursuant to Section 13(a) or 15(d) of the Ex-
change Act that contains financial statements for the registrant’s latest fiscal year for which a Form 10-K was required
to be filed; and
(2) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report referred to in (1) above; and
(3) if capital stock is to be registered and securities of the same class are registered under Section 12 of the Exchange Act,
the description of such class of securities which is contained in a registration statement filed under the Exchange Act,
including any amendment or reports filed for the purpose of updating such description.
(b) The prospectus shall also state that all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the termination of the offering shall be deemed to be incorporated by reference into
the prospectus.
Instruction. Attention is directed to Rule 439 (§230.439 of this chapter) regarding consent to use of material
incorporated by reference.
(c) (1) You must state
(i) that you will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of
any or all of the information that has been incorporated by reference in the prospectus but not delivered with the
prospectus;
(ii) that you will provide this information upon written or oral request;
(iii) that you will provide this information at no cost to the requester; and
(iv) the name, address, and telephone number to which the request for this information must be made.
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Note to Item 12(c)(1). If you send any of the information that is incorporated by reference in the prospectus to security
holders, you also must send any exhibits that are specifically incorporated by reference in that information.
(2) You must
(i) identify the reports and other information that you file with the SEC; and
(ii) state that the public may read and copy any materials you file with the SEC at the SEC’s Public Reference Room
at 100 F Street, N.E., Washington, D.C. 20549. State that the public may obtain information on the operation of
the Public Reference Room by calling the SEC at 1-800-SEC-0330. If you are an electronic filer, state that the
SEC maintains an Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC and state the address of that site (http://www.sec.gov). You
are encouraged to give your Internet address, if available.
(d) Any information required in the prospectus in response to Item 3 through Item 11 of this Form may be included in the
prospectus through documents filed pursuant to Section 13(a), 14, or 15(d) of the Exchange Act that are incorporated or
deemed incorporated by reference into the prospectus that is part of the registration statement.
Item 13. Disclosure of Commission Position on Indemnification for Securities Act Liabilities.
Furnish the information required by Item 510 of Regulation S-K (§229.510 of this chapter).
Part ii
inFormation not reQUired in ProSPectUS
item 14. other expenses of issuance and distribution.
Furnish the information required by Item 511 of Regulation S-K (§229.511 of this chapter).
Item 15. Indemnification of Directors and Officers.
Furnish the information required by Item 702 of Regulation S-K (§229.702 of this chapter).
item 16. exhibits.
Subject to the rules regarding incorporation by reference, furnish the exhibits required by Item 601 of Regulation S-K (§229.601
of this chapter).
item 17. Undertakings.
Furnish the undertakings required by Item 512 of Regulation S-K (§229.512 of this chapter).
11
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 81 of 97 Page ID #:2398
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 82 of
98

SignatUreS
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of _______________________________________, State of ____________________________
_____, on _________________________________, 20____ .
(Registrant)
By
(Signature and Title)
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
(Signature)
(Title)
(Date)
instructions.
l. The registration statement shall be signed by the registrant, its principal executive officer or officers, its principal financial officer,
its controller or principal accounting officer and by at least a majority of the board of directors or persons performing similar func-
tions. If the registrant is a foreign person, the registration statement shall also be signed by its authorized representative in the United
States. Where the registrant is a limited partnership, the registration statement shall be signed by a majority of the board of directors
of any corporate general partner signing the registration statement.
2. The name of each person who signs the registration statement shall be typed or printed beneath his signature. Any person who oc-
cupies more than one of the specified positions shall indicate each capacity in which he signs the registration statement. Attention
is directed to Rule 402 concerning manual signatures and to Item 601 of Regulation S-K concerning signatures pursuant to powers
of attorney.
3. Where eligibility for use of the Form is based on the assignment of a security rating pursuant to Transaction Requirement B.5., the
registrant may sign the registration statement notwithstanding the fact that such security rating has not been assigned by the filing
date, provided that the registrant reasonably believes, and so states, that the security rating requirement will be met by the time of
sale.
12
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 82 of 97 Page ID #:2399
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 83 of
98

EXHIBIT NO. 11
SEC Filings During the Relevant Period
Form Type
Uploaded
Period
Earnings Call
3/28/2013
8-K
3/28/2013
3/28/2013
10-K
4/1/2013
1/31/2013
SC 13D/A
4/5/2013
SC 13D/A
4/22/2013
8-K
4/22/2013
4/22/2013
144
4/24/2013
4/15/2013
DEF 14A
5/13/2013
6/10/2013
Earnings Call
6/6/2013
8-K
6/6/2013
6/6/2013
10-Q
6/7/2013
4/30/2013
8-K
6/13/2013
6/10/2013
144
6/24/2013
6/10/2013
144
6/24/2013
6/10/2013
144
7/9/2013
6/27/2013
Earnings Call
9/6/2013
8-K
9/6/2013
9/6/2013
10-Q
9/9/2013
41486
Conf/Presentation Call
9/10/2013
Conf/Presentation Call
9/17/2013
41486
8-K
10/22/2013
41564
Earnings Call
12/5/2013
8-K
12/5/2013
41613
Company Presentation
12/6/2013
41613
IRANNOTICE
12/10/2013
10-Q
12/10/2013
41578
8-K
12/26/2013
41631
144
12/30/2013
41620
SC 13G
1/17/2014
SC 13G/A
1/31/2014
8-K
2/6/2014
1/31/2014
SC 13G/A
2/12/2014
Company Presentation
2/26/2014
2/26/2014
M&A Call
2/26/2014
2/26/2014
8-K
2/26/2014
2/26/2014
8-K
2/26/2014
2/25/2014
8-K
2/27/2014
2/26/2014
8-K
3/3/2014
2/26/2014
8-K
3/4/2014
3/4/2014
UTi Worldwide, Inc.
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 83 of 97 Page ID #:2400
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 84 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
2/28/2013
429,648

$15.24
3/1/2013
823,161

$15.04
-1.3% BFW
5:00:47 UTi Worldwide rated new "neutral" at Macquarie; price target $16
3/4/2013
403,578

$15.23
1.2%
3/5/2013
455,585

$15.53
2.0%
3/6/2013
343,740

$15.53
0.0%
3/7/2013
454,424

$15.34
-1.2%
3/8/2013
309,955

$15.42
0.5%
3/11/2013
429,190

$15.44
0.1%
3/12/2013
485,388

$15.46
0.1%
3/13/2013
480,717

$15.56
0.6%
3/14/2013
381,260

$15.88
2.1% GLOBE
8:00:15 UTi to host fiscal 2013 Q4 conference call on March 28
3/15/2013
911,608

$15.96
0.5%
3/18/2013
319,076

$15.78
-1.1%
3/19/2013
603,746

$15.44
-2.2%
3/20/2013
1,087,319

$15.10
-2.2%
3/21/2013
688,612

$14.74
-2.4%
3/22/2013
682,787

$14.76
0.2%
3/25/2013
493,165

$14.67
-0.6% MORN*
3/26/2013
500,018

$14.73
0.4%
3/27/2013
563,298

$14.76
0.2% MS*
Transportation: Chart of the Day: Decline A Neg. For UTIW F4Q13 Earnings
JEFF*
UTIW: Buy: Thoughts Ahead of UTIW's F4Q
3/28/2013
2,315,260

$14.48
-1.9% EARN
12:09
UTi Worldwide Q4 2013 Earnings Call: Q4 results reflect ongoing weakness in airfreight market, reduced activity
in contract logistics and very challenging pricing environment. While we maintained focus on expense control, we
could not adjust costs quickly enough to respond to soft market conditions and pricing declines. Reported loss for
first time since Q4 2009. GAAP net loss $1.38/sh; adjusted net loss $0.13. Revenues decreased 4.7%. Company
does not give guidance.
STEPH*
Another Tough Quarter, Remain EW
BBT
UTIW: Q4'13 Loss; When it Rains it Pours. Another qtr below expectations as forwarding market continues to be
challenging. Mgt said toughest op environment they have seen in many years. Reported Q413 operating eps of
negative $0.13 vs our estimate of $0.11 and consensus of $0.13. Fourth straight miss for UTi. Continues to make
progress with transformation. Maintain HOLD.
RBC
Transformation Fatigue. UTIW reported loss much worse than our and consensus EPS estimates. Extremely
disappointing result from company as it missed the mark in most areas. No signs of uptick in demand over next
few quarters. Rollout 6 mos behind schedule. Price Target $14.00. Sector Perform.
RBC*
Ugly 4FQ/13 results; raising the warning flag on turnaround
KEY*
Quick Alert: Fiscal 4Q13 Results Below Expectations
JPM
4Q Loss Is Sharply Worse than Expected: Pressure on the Stock Appears Likely as EPS Visibility is Limited. EPS
a loss of 0.13 vs consensus +0.14. Maintain Neutral.
JEFF*
BUY: Weak Operating Results, Restructuring Update Inline with Lowered Expectations
MACQ*
Neutral - Now need to look even further out
KEY*
3/31: Reducing Estimates Post Fiscal 4Q13; Maintain HOLD
4/1/2013
1,360,977

$14.20
-1.9% BLAIR*
Fourth Quarter Misses on Lower Profitability, but More confidence in Transformation Plan Targets
MORN*
JPM*
Weak 4Q Points to Erosion in EPS Base; Restructuring May Not Be Enough to Support Upside
JEFF*
BUY: Modest Sell-Off on Wide Miss Suggests Underlying Support
4/2/2013
701,508

$14.04
-1.1%
4/3/2013
1,912,895

$14.52
3.4%
4/4/2013
795,355

$14.56
0.3%
4/5/2013
568,909

$14.39
-1.2% MS*
Transformation To Create Upside, Execution A Risk
UTi Worldwide, Inc.
Event Chronology
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 84 of 97 Page ID #:2401
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 85 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
4/8/2013
423,660

$14.17
-1.5%
4/9/2013
333,198

$14.18
0.1%
4/10/2013
665,399

$14.55
2.6%
4/11/2013
752,912

$14.68
0.9% MORN*
4/12/2013
424,760

$14.49
-1.3%
4/15/2013
1,031,283

$14.05
-3.0%
4/16/2013
496,989

$14.17
0.9%
4/17/2013
1,089,533

$14.11
-0.4%
4/18/2013
792,737

$14.11
0.0% BW
9:00 Pat Cooney joins UTi as new regional vice president for sales and marketing Asia-Pacific.
4/19/2013
639,603

$13.94
-1.2%
4/22/2013
751,956

$13.86
-0.6% GLOBE
8:00
UTi appoints Josh Paulson of P2 Capital Partners to BOD; increases size of board from 7 to 9 members. A second
director will be appointed after search process. P2 is company's largest shareholder.
4/23/2013
601,629

$14.02
1.2%
4/24/2013
331,833

$14.10
0.6%
4/25/2013
566,533

$14.54
3.1% BW
9:00 UTi opens state-of-the-art multi-client 3PL logistics center in Taiwan.
4/26/2013
456,057

$14.60
0.4%
4/29/2013
488,691

$14.51
-0.6%
4/30/2013
391,646

$14.69
1.2%
5/1/2013
661,361

$14.19
-3.4%
5/2/2013
669,269

$14.94
5.3%
5/3/2013
463,782

$15.38
2.9%
5/6/2013
398,545

$15.66
1.8%
5/7/2013
563,967

$16.09
2.7%
5/8/2013
720,703

$16.12
0.2%
5/9/2013
470,226

$15.64
-3.0%
5/10/2013
304,708

$15.64
0.0%
5/13/2013
211,768

$15.56
-0.5%
5/14/2013
314,059

$15.80
1.5%
5/15/2013
417,487

$15.96
1.0%
5/16/2013
518,202

$15.98
0.1%
5/17/2013
552,047

$16.06
0.5%
5/20/2013
319,390

$16.16
0.6%
5/21/2013
293,177

$16.25
0.6%
5/22/2013
906,042

$15.75
-3.1%
5/23/2013
437,073

$15.79
0.3%
5/24/2013
182,795

$15.62
-1.1% BAR
12:54
May 25: UTi Worldwide poised to rise 35% in 18 months as airfreight mkt recovers and profitability improves;
bad news such as 6-month delay in restructuring may already be "fully" priced into shares, Barron's said, without
citing anyone.
5/28/2013
416,631

$15.89
1.7%
5/29/2013
405,459

$15.57
-2.0%
5/30/2013
393,486

$15.72
1.0%
5/31/2013
550,703

$15.84
0.8% MACQ*
6/2: In need of an execution update
6/3/2013
754,073

$15.71
-0.8% RBC*
1FQ/14 earnings preview
6/4/2013
742,576

$15.33
-2.4%
6/5/2013
896,791

$15.00
-2.2%
6/6/2013
791,601

$15.21
1.4% BFW
8:09
1Q Misses; Sees Volume Improvements in April. 1Q rev $1.08b vs est $1.11b; "slightly more optimistic" for
remainder of FY 2014. On schedule for cost savings, oper. margin targets.
EARN
12:09 UTi Worldwide Earnings Q1 2014 Earnings Call. Adj. earnings slightly positive. Trends improving.
KEY*
Lowering Estimates Post 1Q14; Maintain HOLD
Page 2
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 85 of 97 Page ID #:2402
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 86 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
KEY*
Quick Alert: Fiscal 1Q14 Results - First Take
BLAIR*
Considering Adjustments, Quarter Mostly in Line With Expectations; Trends Might Be Showing Signs of
Improvement
JPM
Weak 1Q/ Modest Downside but Outlook Commentary is Constructive. 1Q results loss of $0.02/share compared
to consensus of +0.03. Weak results. Comment about positive net revenue in April and also indicated
restrucruting program is on track.
RBC*
EPS miss tax rate driven, but demand still remains weak
RBC
Some much needed stabilization, but not much to get excited about. We continue to see sluggish demand over
near term and continued risk to the long-term margin targets. Price target raised to $15 from $14. Sector Perform.
MACQ*
Pretty hefty expectations already built in
6/7/2013
621,311

$15.41
1.3% BFW
10:41 Companies expected to increase dividends next week include UTIW.
MORN*
MS
F1Q14 Inline: Airfreight Steady, Turnaround in Focus. Transformation on track but execution risk remains as
large countries not yet cut over. With transformation underway, investor attention remained on IT roll out. Remain
Equal Weight.
STEPH
Tough 1Q, but Stabilizing Trends Drive More Optimitic Tone; Maintain EW. Q1 eps of $0.00 below our $0.07
and consensus $0.03 estimate, as company continues to be impacted by soft global forwarding market,
competitive pressures and reduced activity levels in CL&D business. Potential for hiccup with IT rollout keeps us
on sidelines. Price target moves to $16 from $14. Modestly lowering our forecasts.
JPM
Weak 1Q EPS Highlights Market Pressures; Restructuring Program Still a Potential Positive. In light of continued
weakness in existing business met with potential for meaningful cost improvement, we are maintaining our EPS
forecasts to reflect these opposing factors. At same time we see no clear catalyst for the stock in near term.
Neutral.
BBT*
Challenges Remain, but Airfreight Trends are Encouraging
JEFF*
BUY: Three Reasons to Be Incrementally More Positive
6/10/2013
416,693

$15.31
-0.6%
6/11/2013
373,781

$15.13
-1.2% PR
8:00
Increased Consumer Demand and Passenger Traffic…Research report on CH Robinson, Air Methods, UTi
Worldwide, ASUR and Bristow. UTi: On earnings call CEO said, "Although we are not satisfied with the full
quarter results, recent volume improvements in April lead us to be slightly more optimistic about the remainder of
fiscal 2014."
6/12/2013
301,211

$15.08
-0.3% GLOBE
8:00 UTi Worldwide declares annual dividend of $0.06 per share.
6/13/2013
387,110

$15.68
4.0%
6/14/2013
327,601

$15.53
-1.0%
6/17/2013
364,684

$15.37
-1.0%
6/18/2013
375,116

$15.75
2.5%
6/19/2013
430,842

$15.42
-2.1%
6/20/2013
464,884

$15.17
-1.6%
6/21/2013
781,497

$15.27
0.7%
6/24/2013
545,154

$15.26
-0.1%
6/25/2013
413,268

$15.54
1.8%
6/26/2013
774,426

$15.91
2.4%
6/27/2013
1,225,391

$16.15
1.5%
6/28/2013
11,075,702

$16.47
2.0%
7/1/2013
1,042,670

$16.18
-1.8%
7/2/2013
850,534

$15.90
-1.7% BW
15:15 UTi Worldwide Names Ditlev Blicher APAC President
7/3/2013
314,159

$15.82
-0.5% MS
Focus Remains on the Transformation. Recent meetings offered update on progress on IT platform roll-out and
financial turn-around. We left meeting convinced the transformation will be incremental positive for EPS but
ultimate timing and execution risk remain key concerns.
Page 3
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 86 of 97 Page ID #:2403
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 87 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
7/5/2013
455,622

$16.27
2.8%
7/8/2013
644,483

$16.08
-1.2% BFW
6:54 Oppenheimer says US stocks to "sustain more damage"; has buy recommendation on UTIW
7/9/2013
661,363

$16.46
2.4%
7/10/2013
493,435

$16.50
0.2%
7/11/2013
505,052

$16.72
1.3%
7/12/2013
754,609

$16.26
-2.8% BFW
9:27
FedEx, Deutsche Post shares may be negatively impacted today after UPS cuts yr forecast. EPS trails est, Stifel
analyst says. Commentary on excess capacity in airfreight positive for freight-forwarders, which may take
advantage of lower buy rates to improve margins; names EXPD, UTIW.
7/15/2013
349,273

$16.59
2.0%
7/16/2013
527,558

$16.51
-0.5% BFW
7:49
UTi Worldwide to Make 'Big Leap Forward' in Next 6 Months. Transformation poised to make "big leap forward"
in next 6 mos., Stifel says, citing meetings w/mgmt. Co. says $75m - $95m in targeted cost savings "highly
achievable." Reiterates buy, PT $18 from $16; UTIW has 4 buys, 11 holds, 3 sells, avg. PT $17. UTIW up 24%
YTD vs EXPD up 2.8%.
7/17/2013
450,088

$16.61
0.6%
7/18/2013
402,468

$16.94
2.0%
7/19/2013
412,883

$16.72
-1.3%
7/22/2013
308,229

$16.74
0.1%
7/23/2013
394,329

$16.50
-1.4%
7/24/2013
360,650

$16.30
-1.2%
7/25/2013
383,056

$16.40
0.6%
7/26/2013
294,688

$16.46
0.4%
7/29/2013
167,231

$16.25
-1.3%
7/30/2013
211,686

$16.34
0.6%
7/31/2013
278,078

$16.50
1.0%
8/1/2013
1,131,698

$17.29
4.8% BFW
10:53 Equity movers - Transports: UTIW +5.6%
8/2/2013
343,572

$17.05
-1.4%
8/5/2013
367,106

$17.10
0.3%
8/6/2013
345,614

$16.72
-2.2%
8/7/2013
370,199

$16.42
-1.8%
8/8/2013
408,219

$16.42
0.0%
8/9/2013
359,694

$16.27
-0.9%
8/12/2013
426,540

$16.54
1.7%
8/13/2013
143,139

$16.53
-0.1%
8/14/2013
214,948

$16.35
-1.1%
8/15/2013
321,971

$16.15
-1.2%
8/16/2013
358,412

$16.23
0.5%
8/19/2013
306,419

$16.08
-0.9%
8/20/2013
304,412

$16.52
2.7%
8/21/2013
338,470

$16.62
0.6% GLOBE
8:00 UTi Worldwide to host Fiscal 2014 Second Quarter Conference Call on Friday September 6.
8/22/2013
537,095

$17.01
2.3%
8/23/2013
325,215

$17.23
1.3%
8/26/2013
591,583

$17.36
0.8% BN
10:06 UTIW raised to "market outperform" from "market perform" at Avondale Parters
8/27/2013
439,366

$16.84
-3.0% BFW
10:53 Equity movers - UTIW down 1.2%
8/28/2013
332,560

$16.86
0.1%
8/29/2013
326,704

$16.92
0.4% GLOBE
8:00
UTi Worldwide to participate in following upcoming investor conferences: September 10, RBC Capital Markets
2013 Industrials Conference and September 17, 2013, Morgan Stanley 2013 Industrials and Autos Conference.
8/30/2013
485,958

$16.51
-2.4%
9/3/2013
803,505

$16.67
1.0%
9/4/2013
655,444

$17.11
2.6%
Page 4
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 87 of 97 Page ID #:2404
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 88 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
9/5/2013
427,769

$17.05
-0.4%
9/6/2013
2,518,494

$16.04
-5.9% GLOBE
8:00
UTIW reports 2Q results; revenues $1.129.4b a decrease of 4.5%; net loss $0.04 per share; adjusted $0.05.
"…results…continue to reflect lackluster global economy, challenging trading conditions and costs associated
with our comprehensive business process transformation." "...continue to make significant progress in that area"
BFW
8:11 UTi Worldwide 2Q adj. eps $0.05 misses est of $0.14; rev 1.13b versus est. $1.16b.
EARN
11:59
Q2 2014 Earnings Call; "Our second quarter results were disappointing. The industry faced a generally lackluster
environment and challenging trading condition. We cut cost in some areas and would have removed more in a
steady state operational environment. Several competitors were more aggerssive with their cost during the quarter.
By necessity, we maintained our focus on executing our comprehensive business process transformation. This
involved the continued investments requied to improve global processess and to ramp up the deployment of our
OneView system."
KEY*
RBC*
MACQ*
MORN*
KEY*
9/8: Lowering Estimates Post Fiscal 2Q14; Maintain HOLD
MS
9/8: F2Q14 Miss: Transformation Execution Still a Risk. F2Q miss highlights execution risks associated with
transformation. Equal Weight.
9/9/2013
1,746,024

$15.27
-4.8% BLAIR*
Profitability Dampens Fiscal Second-Quarter Results; Focus Remains on Long-Term Transformation
BBT
Another Challenging Quarter as Transformation is Extended. While we believe mgt initiatives will eventually bear
fruit, the company's transformation efforts continue to be pushed out (6-8 mos behind schedule) along with higher
associated costs. We are encouraged by some improvements in market. Maintain HOLD.
STEPH
2Q14 Miss; IT Update Encouraging, But Enough to Support Stock Price? UTIW reported 2Q adj eps of $0.05,
below consensus of $0.14, as currency headwinds from weak Safrican rand and loss of several high margin
Contract Logistics and Distribution contracts drove the shortfall. On positive side, has successfuly deployed tech
platform in 22 countries including US, its largest market, and volumes on system no represent 35% of all freight
forwarding shipments. Equal weight. Price target moves to $15 from $16.
JPM
Stuck in the Old Skin; Weak 2Q Shows Earnings Generation in Limbo amid Forwarding System Rollout. EPS
sharply lower than expectations driven by a combination of duplicative costs from their forwarding system rollout,
on-going competitive pressures in freight forwarding and a modest negative currency translation impact. Third
quarter in a row that UTIW delivered weak earnings and we expect trendt to continue in 2H14. Timing of
anticipated cost reduction/margin improvements from restructuring and forwading system rollout is likely in F15.
Neutral.
9/10/2013
738,056

$15.20
-0.5% BT
18:43 RBC Global Industrials Conference
RBC*
Takeaways from Presentation at RBC Industrials Conference
9/11/2013
568,258

$15.16
-0.3%
9/12/2013
578,676

$14.96
-1.3% MORN*
9/13/2013
687,690

$14.74
-1.5%
9/16/2013
926,245

$15.00
1.8% RBC*
Cutting Estimates Following Conference Presentation and 2FQ/14 Results
MORN*
9/17/2013
574,856

$15.10
0.7% BT
18:04 Morgan Stanley Industrials and Autos Conference
9/18/2013
689,450

$15.25
1.0%
9/19/2013
562,100

$15.04
-1.4%
9/20/2013
2,912,873

$15.10
0.4%
9/23/2013
629,587

$15.19
0.6%
9/24/2013
656,441

$15.36
1.2%
9/25/2013
545,466

$15.13
-1.5%
9/26/2013
456,889

$15.27
0.9%
9/27/2013
553,223

$15.15
-0.8%
Page 5
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 88 of 97 Page ID #:2405
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 89 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
9/30/2013
944,460

$15.11
-0.3%
10/1/2013
1,205,457

$15.04
-0.5%
10/2/2013
674,422

$15.05
0.1%
10/3/2013
721,198

$14.82
-1.5%
10/4/2013
457,849

$14.94
0.8%
10/7/2013
423,838

$14.90
-0.3%
10/8/2013
605,661

$14.68
-1.5%
10/9/2013
522,744

$14.63
-0.3%
10/10/2013
650,673

$14.88
1.7%
10/11/2013
552,040

$14.95
0.5%
10/14/2013
457,834

$14.96
0.1%
10/15/2013
459,444

$14.86
-0.7% BLU
Will new federal trucking rules cause a shift in freight traffic toward rail at the expense of truckers?
10/16/2013
460,516

$15.02
1.1%
10/17/2013
450,826

$14.90
-0.8%
10/18/2013
609,295

$15.14
1.6%
10/21/2013
478,290

$15.14
0.0%
10/22/2013
572,962

$15.10
-0.3%
10/23/2013
472,300

$15.06
-0.3%
10/24/2013
403,653

$15.53
3.1%
10/25/2013
559,699

$15.63
0.7%
10/28/2013
477,767

$15.78
1.0%
10/29/2013
506,273

$16.10
2.0%
10/30/2013
399,969

$15.73
-2.3%
10/31/2013
630,233

$15.20
-3.4%
11/1/2013
631,872

$15.18
-0.1%
11/4/2013
583,636

$15.79
4.0%
11/5/2013
587,959

$15.57
-1.4%
11/6/2013
465,703

$15.43
-0.9%
11/7/2013
390,325

$15.05
-2.5%
11/8/2013
344,928

$15.33
1.9%
11/11/2013
320,178

$15.38
0.3%
11/12/2013
275,559

$15.42
0.3%
11/13/2013
372,227

$15.30
-0.8%
11/14/2013
421,040

$15.25
-0.3%
11/15/2013
572,096

$15.26
0.1%
11/18/2013
639,113

$15.52
1.7%
11/19/2013
554,710

$15.50
-0.1%
11/20/2013
393,860

$15.25
-1.6%
11/21/2013
392,724

$15.64
2.6% GLOBE
8:00 UTi to report financial results for fiscal 2014 3Q on December 5.
11/22/2013
301,053

$15.67
0.2%
11/25/2013
216,279

$15.66
-0.1%
11/26/2013
296,542

$15.82
1.0%
11/27/2013
199,204

$15.86
0.3%
11/29/2013
165,753

$15.81
-0.3%
12/2/2013
494,161

$15.63
-1.1%
12/3/2013
693,708

$15.54
-0.6% RBC*
UTIW 3FQ/14 earnings preview
12/4/2013
634,642

$15.56
0.1%
Page 6
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 89 of 97 Page ID #:2406
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 90 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
12/5/2013
2,138,180

$16.52
6.2% GLOBE
8:00
UTIW Q3 results: revenues $1.154.4b, a decrease of 0.2%; net loss $0.09; adjusted net earnings $0.08. Third
quarter results reflect increased activity in freight forwarding and contract logistics and distribution, offset by
transformation-related costs. Since Oct 1, we have launched 1View op system in five countries; now 27 live on the
systm representing 50% of total shipments. Expect to realize cumulative gross pre-tax cost savings of $75-95m.
BFW
8:05 UTIW 3Q adj. eps in line; rev $1.15b vs est $1.14b; sees rate pressure continueing for forseeable future.
EARN
12:09 Q3 2014 Earnings Call. We are very pleased with the progress made under our transformation initiatives.
RBC*
Still waiting
KEY*
FY3Q14 Recap - in Line Quarter, Transformation Continues; Maintain HOLD
RBC*
UTIW 3FQ/14 results in-line with consensus
MACQ*
Netural - Profitability outlook still far from clear
12/6/2013
805,942

$16.89
2.2% JPM
In Line 3Q EPS; Raised Cost Savings Target Is Favorable But Will it Ultimately Translate? 3Q eps of $0.08 in line
with Street driven by strong volume growth in both air and ocean and improved CL&D activity, offset by pricing
and currency pressure. But more important than the 3Q result itself, in our view, was that UTIW indicated that the
company cut $30M of annualized pre-tax expense ($0.19/share after tax) at the end of 3Q and, additionally,
indicated that inclusive of the $30m, the company still has a total of $75-95m of gross annualized pre-tax cost
savings it can have in place by end of F2015. Remain Neutral pending evidence the cost savings will translate into
better EPS performance.
MORN*
BLAIR*
Solid Fiscal Third-Quarter Results; More Positive Outlook for Cost Savings From Transformation Project
STEPH
In-Line 3Q14; IT Rollout On Track; Remain EW. Company reiterated guidance fro 70% of freight forwarding
shipments to be on the new IT system by fiscal year end (Jan). Cost save potential could meaningfully add to the
Company's earnings power (we estimate $0.30-0.40 net of amortization) we believe this is already reflected in
curent consensus expectations. Target remains $15 based on 18x our new FY16 EPS estimate of $0.80.
BBT
In-Line Q3'14; Volume Growth Offset by Rate Pressure; Turnaround on Track. The transformation efforts are
beginning to bear fruit and the cost savings are better than we initially thought.
MS
F3Q14 Inline: Progress on Turn-Around Excites. Transformation progressing, if not yet finished. Note of
confidence in presentation suggesting transformation on track and IT roll-out going well. Cost cutting goals may
be achieved earlier, which excited investors.
12/9/2013
657,691

$16.75
-0.8%
12/10/2013
638,210

$16.45
-1.8% MORN*
12/11/2013
549,162

$16.14
-1.9%
12/12/2013
722,970

$16.14
0.0% MS*
Transportation: Chart of the Day: How Much of UTIW Turn-Around is Already in Consensus?
12/13/2013
942,540

$16.24
0.6%
12/16/2013
1,496,125

$16.46
1.4%
12/17/2013
552,122

$16.63
1.0%
12/18/2013
403,074

$16.87
1.4%
12/19/2013
418,976

$16.80
-0.4%
12/20/2013
982,525

$17.22
2.5% MORN*
12/23/2013
482,936

$17.38
0.9%
12/24/2013
279,550

$17.49
0.6%
12/26/2013
266,679

$17.54
0.3%
12/27/2013
178,135

$17.61
0.4%
12/30/2013
276,777

$17.52
-0.5%
12/31/2013
288,585

$17.56
0.2%
1/2/2014
324,611

$17.41
-0.9%
1/3/2014
382,024

$17.30
-0.6%
1/6/2014
394,441

$17.21
-0.5%
1/7/2014
296,535

$17.44
1.3%
Page 7
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 90 of 97 Page ID #:2407
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 91 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
1/8/2014
287,806

$17.13
-1.8%
1/9/2014
312,295

$17.17
0.2%
1/10/2014
272,227

$17.39
1.3%
1/13/2014
216,192

$17.12
-1.6% BFW
10:13 Oppenheimer's Carter Worth Lists Buys and Sells for start 2014; UTIW a buy.
1/14/2014
220,645

$17.33
1.2%
1/15/2014
351,783

$17.33
0.0%
1/16/2014
264,130

$17.27
-0.3%
1/17/2014
198,406

$17.20
-0.4%
1/21/2014
182,570

$17.38
1.0%
1/22/2014
192,066

$17.57
1.1%
1/23/2014
296,829

$17.24
-1.9%
1/24/2014
397,353

$16.40
-4.9%
1/27/2014
329,992

$16.28
-0.7%
1/28/2014
430,776

$16.07
-1.3%
1/29/2014
404,443

$15.69
-2.4%
1/30/2014
278,996

$15.97
1.8%
1/31/2014
331,257

$15.66
-1.9%
2/3/2014
1,036,694

$15.11
-3.5%
2/4/2014
683,326

$15.15
0.3%
2/5/2014
405,868

$15.03
-0.8%
2/6/2014
347,613

$15.21
1.2%
2/7/2014
370,554

$15.41
1.3%
2/10/2014
250,507

$15.30
-0.7%
2/11/2014
493,216

$15.81
3.3%
2/12/2014
253,690

$15.63
-1.1%
2/13/2014
239,935

$15.58
-0.3%
2/14/2014
145,377

$15.74
1.0% BFW
14:18 Tiger Global Management exited UTIW stake in Q4; sold 2,205,000
2/18/2014
225,102

$15.68
-0.4%
2/19/2014
285,497

$15.28
-2.6%
2/20/2014
435,326

$15.42
0.9%
2/21/2014
300,637

$15.40
-0.1%
2/24/2014
568,486

$15.49
0.6% RBC
Upgrading to Outperform to reflect improving industry fundamentals and greater confidence in the UTIW's ability
deliver on its cost savings goals. Raising PT to $22 from $15. We see eps improving to $1.01 in FY/16 from $0.36
in FY/13.
BFW
8:31 Equity movers - may move UTIW - upgraded at RBC Capital
2/25/2014
471,021

$15.26
-1.5%
2/26/2014
10,744,459

$10.74
-29.6% GLOBE
6:13
UTi announced it plans to issue $350m aggregate convertible Senior Notes in private offering. Net proceeds for
general corporate purposes, including repayment of debt.
BFW
6:23 UTi Received Waivers on 2013 Senior Notes, reports prelim 4Q
BFW
6:36
UTi Worldwide not in compliance with certain financial covenants associated with $200m senior notes and global
credit facilities as of Jan 31.
BFW
6:44
UTi, as of Jan 31 not in compliance w certain finl covenants; other letters of credit have cross-default provisions
that may be triggered. Waiver expires April 15. to addres liquidity UTIW issuing $350m cov sr notes. 4Q prelim
rev $1.05 - 1.10 b, estimates $1.13b; prelim loss/share 0.33-0.38; may not compare to est eps $0.06.
BT
8:29
UTi Worldwide M&A/Other Business Update Call. Recapitalizing the company to strengthen its balance sheet.
Raising $525m new capital, a portion to pay down debt. $175m is a PIPE from P2 Capital Partners.Auditors re-
issued audit opinion to include qualification stating substantial doubt about ability to continue as going concern.
Will be removed if complete the financing. We feel very positive about where we are in the transformation and our
ability to achieve our goals.
Page 8
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 91 of 97 Page ID #:2408
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 92 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
Form 8-K
BFW
8:58 US Pre-market movers: UTIW may move; not in compliance w certain covenants; issuing conv. Notes
BFW
9:03 Highest Readership in Past Hour: UTIW -20.1%; not in compliance w/certain covenants
BFW
14:43 UTIW falls record 28%; drops on 14x avg daily volume to lowest since 2009
BN
16:22 UTi Worldwide Inc Cut to "Market Perform" at Avondale Partners
GLOBE
22:30 UTi announced pricing of $350m convertible senior notes
BLAIR*
Dropping coverage
RBC
Hiccups with the IT rollout lead to liquidity crunch; This morning UTIW negatively preannounced 4FQ/14 results,
provided an initial 1FQ/15 outlook and announced a recapitalization plan following continued operating losses in
several regions. Essentially, company experienced hiccups in cash collection as new IT system rolled out leading
to weaker eanrings and cash collections.
BBT
Q4'14 Impacted by Higher Costs and Margin Pressure; Breaches Covenants. Lower than expected preliminary
results for fiscal Q4'14. Company issuing $350m conv. Notes to address breach. Several factors impacting results:
1) airfreight market remains soft; 2) extra costs as new system roll-outs as a result of several delays and
duplicative costs; 3) working capital pressure higher receivables and weak cash collection; 4) macro headwinds in
Europe.
2/27/2014
6,771,720

$10.76
0.2% BFW
7:43 UTIW plunges by most ever 30%; not in compliance with covenants
RBC
A wild day, we view risk/reward as favorable. We remain highly confident in our view that improving freight
forwarding fundamentals and results from turnaround efforts will leat to significant improvements. While we have
cut our earnings estimates and price target (down to $14 from $22) significantly, we believe risk reward favors
owning shares. Outperform.
RBC
Completion of convertible debt and preferred equity offerings is a positive.
JPM
Cash Squeeze + Lack of EPS = Too Much Risk to Own the Name. Alarming combination of events including
violation of covenants on notes and revolving credit facility and significantly worse than expected 4Q EPS.
Liquidity issues driven by implementation issues as it rolls out new forwarding system.
2/28/2014
6,141,602

$9.84
-8.6%
3/3/2014
5,580,269

$9.76
-0.8% STEPH
Contemplating Potential Risks to Equity Holders Following UTIW's Capital Raise. It's a complete understatement
to say the investment community was taken by surprise with UTIW's intention to raise $525m in new convertible
debt and pref shares to recap balance sheet. Continued headwinds in freight forwarding and contract logistics
businesses triggered covenant breach and severe working cap drain due to implementation issues of new [IT]
systems caused company to almost completely draw down is revolving credit facility. Many more risks to making
purchases or continuing to own UTIW. Maintain EQ. Price target moves to $8.50 from $15.
3/4/2014
4,628,241

$10.71
9.7% GLOBE
10:20
UTi announces closing of offering $400m 4.5% convertible senior notes and $175m 7% convertible preference
shares
GLOBE
16:57
UTi Worldwide CEO Comments on Refinancing. Strengthens balance sheet, allows us to focus on completing our
transformation and growing our business.
3/5/2014
1,489,651

$10.92
2.0%
3/6/2014
1,723,252

$11.08
1.5%
3/7/2014
1,036,254

$10.99
-0.8%
3/10/2014
2,570,998

$11.42
3.9% KEY
Updating estimates post recap; maintain HOLD. Updating ests to reflect preliminary fiscal 4Q14 results (adjusted
loss of $0.09 - 0.14), related outlook commentary, and impact of newly issued covertible pref shares and
convertible senior notes. Our fiscal 4Q14 est becomes loss of $0.11 from earnings of $0.05; resulting in FY14E
$0.04 (from $0.20). FY15E becomes $0.15 from $0.55.We estimate dilution of 12.6m or 12% from convertible
pref shares.
3/11/2014
2,143,431

$11.44
0.2%
3/12/2014
2,427,344

$11.87
3.8%
3/13/2014
2,193,883

$11.72
-1.3%
3/14/2014
1,410,185

$11.55
-1.5%
Page 9
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 92 of 97 Page ID #:2409
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 93 of
98

EXHIBIT NO. 12
Date
Volume
Price
Return %
Source
Time
News
UTi Worldwide, Inc.
Event Chronology
3/17/2014
1,014,947

$11.50
-0.4%
3/18/2014
787,419

$11.50
0.0%
3/19/2014
1,350,828

$11.42
-0.7%
3/20/2014
587,706

$11.60
1.6%
3/21/2014
1,787,699

$11.88
2.4%
3/24/2014
984,744

$11.49
-3.3%
3/25/2014
1,205,707

$11.55
0.5%
3/26/2014
1,548,586

$11.10
-3.9%
3/27/2014
751,062

$11.12
0.2%
3/28/2014
790,764

$11.26
1.3%
3/31/2014
5,758,825

$10.59
-6.0% BBT*
Transformation Rounding third but Market Remains Challenging
RBC*
No surprise here
KEY*
Maintain Estimates and HOLD Following Fiscal 4Q14 Results
4/1/2014
3,263,778

$11.07
4.5% MS*
F4Q14 Miss: FY15 A Pivotal year
STEPH
4Q14 EPS and EBIT Falls Below Pre-Announced Range; Maintain Equal-Weight. Revenue and net revenue in
line with pre-released range from Feb 26, however EBIT and EPS fell below expected range and consensus.
Business trends appear to be stabilizing, we remain concerned about additional execution issues as Company
completes rollout of new freight forwarding and financial platforms. Current valuation appears full. Price target
moves to $9.50 from $8.50 to reflect modest increase in our FY16 forecast.
4/2/2014
1,317,393

$11.05
-0.2% AVON*
Q4'13 Recap, Not a Confidence Builder
4/3/2014
837,130

$11.00
-0.5%
4/4/2014
1,292,996

$10.94
-0.5%
4/7/2014
1,581,882

$10.87
-0.6%
4/8/2014
1,500,652

$10.51
-3.3%
4/9/2014
1,277,018

$10.94
4.1%
4/10/2014
906,383

$10.52
-3.8%
4/11/2014
1,449,199

$10.59
0.7%
4/14/2014
1,779,899

$10.20
-3.7%
4/15/2014
2,336,676

$10.02
-1.8%
4/16/2014
1,775,097

$10.04
0.2%
4/17/2014
1,034,304

$10.39
3.5%
4/21/2014
966,234

$10.36
-0.3%
4/22/2014
1,438,063

$10.26
-1.0%
4/23/2014
1,463,420

$10.05
-2.0%
4/24/2014
1,244,150

$10.01
-0.4%
4/25/2014
1,711,580

$9.89
-1.2%
4/28/2014
1,798,592

$9.91
0.2%
4/29/2014
821,714

$9.81
-1.0%
4/30/2014
1,313,823

$9.79
-0.2%
Page 10
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 93 of 97 Page ID #:2410
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 94 of
98

EXHIBIT NO. 13
News Days
No-News Days
Date
Volume
Price
Return %
Abnormal
Return %
T-stat
Stat. Sig.
Date
Volume
Price
Return %
Abnormal
Return %
T-stat
Stat. Sig.
3/28/2013
2,315,260

$14.48
-1.9%
-2.1%
(1.55)

4/2/2013
701,508

$14.04
-1.1%
-0.7%
(0.50)

4/1/2013
1,360,977

$14.20
-1.9%
-0.2%
(0.17)

4/3/2013
1,912,895

$14.52
3.4%
4.5%
3.35

*
4/5/2013
568,909

$14.39
-1.2%
-1.7%
(1.27)

4/4/2013
795,355

$14.56
0.3%
-0.3%
(0.20)

4/11/2013
752,912

$14.68
0.9%
1.0%
0.74

4/8/2013
423,660

$14.17
-1.5%
-2.1%
(1.57)

4/18/2013
792,737

$14.11
0.0%
0.6%
0.46

4/9/2013
333,198

$14.18
0.1%
0.0%
(0.02)

4/22/2013
751,956

$13.86
-0.6%
-1.1%
(0.81)

4/10/2013
665,399

$14.55
2.6%
0.9%
0.67

4/25/2013
566,533

$14.54
3.1%
3.0%
2.24

*
4/12/2013
424,760

$14.49
-1.3%
-0.5%
(0.38)

5/24/2013
182,795

$15.62
-1.1%
-0.4%
(0.31)

4/15/2013
1,031,283

$14.05
-3.0%
0.2%
0.15

6/3/2013
754,073

$15.71
-0.8%
-0.9%
(0.67)

4/16/2013
496,989

$14.17
0.9%
-0.7%
(0.49)

6/6/2013
791,601

$15.21
1.4%
0.7%
0.54

4/17/2013
1,089,533

$14.11
-0.4%
1.4%
1.06

6/7/2013
621,311

$15.41
1.3%
-0.6%
(0.46)

4/19/2013
639,603

$13.94
-1.2%
-1.9%
(1.44)

6/12/2013
301,211

$15.08
-0.3%
0.6%
0.42

4/23/2013
601,629

$14.02
1.2%
0.8%
0.61

7/2/2013
850,534

$15.90
-1.7%
-0.8%
(0.62)

4/24/2013
331,833

$14.10
0.6%
0.7%
0.49

7/3/2013
314,159

$15.82
-0.5%
-0.3%
(0.23)

4/26/2013
456,057

$14.60
0.4%
0.5%
0.38

7/8/2013
644,483

$16.08
-1.2%
-1.5%
(1.15)

4/29/2013
488,691

$14.51
-0.6%
-1.1%
(0.81)

7/12/2013
754,609

$16.26
-2.8%
-1.7%
(1.28)

4/30/2013
391,646

$14.69
1.2%
0.8%
0.57

7/16/2013
527,558

$16.51
-0.5%
0.0%
0.02

5/1/2013
661,361

$14.19
-3.4%
-1.4%
(1.05)

8/21/2013
338,470

$16.62
0.6%
1.0%
0.72

5/2/2013
669,269

$14.94
5.3%
3.3%
2.43

*
8/26/2013
591,583

$17.36
0.8%
0.1%
0.09

5/3/2013
463,782

$15.38
2.9%
1.3%
0.99

8/29/2013
326,704

$16.92
0.4%
0.0%
(0.02)

5/6/2013
398,545

$15.66
1.8%
0.5%
0.39

9/6/2013
2,518,494

$16.04
-5.9%
-5.9%
(4.41)

*
5/7/2013
563,967

$16.09
2.7%
1.6%
1.21

9/9/2013
1,746,024

$15.27
-4.8%
-6.2%
(4.60)

*
5/8/2013
720,703

$16.12
0.2%
1.3%
0.96

9/10/2013
738,056

$15.20
-0.5%
-2.1%
(1.58)

5/9/2013
470,226

$15.64
-3.0%
-1.6%
(1.21)

9/12/2013
578,676

$14.96
-1.3%
-0.4%
(0.31)

5/10/2013
304,708

$15.64
0.0%
-0.6%
(0.45)

9/16/2013
926,245

$15.00
1.8%
1.2%
0.88

5/13/2013
211,768

$15.56
-0.5%
0.3%
0.19

9/17/2013
574,856

$15.10
0.7%
0.5%
0.35

5/14/2013
314,059

$15.80
1.5%
0.4%
0.31

11/21/2013
392,724

$15.64
2.6%
1.4%
1.02

5/15/2013
417,487

$15.96
1.0%
-0.2%
(0.15)

12/3/2013
693,708

$15.54
-0.6%
0.3%
0.21

5/16/2013
518,202

$15.98
0.1%
0.2%
0.15

12/5/2013
2,138,180

$16.52
6.2%
5.9%
4.41

*
5/17/2013
552,047

$16.06
0.5%
-0.1%
(0.05)

12/6/2013
805,942

$16.89
2.2%
1.8%
1.38

5/20/2013
319,390

$16.16
0.6%
0.0%
0.01

12/10/2013
638,210

$16.45
-1.8%
-0.9%
(0.65)

5/21/2013
293,177

$16.25
0.6%
-0.2%
(0.17)

12/12/2013
722,970

$16.14
0.0%
0.0%
0.02

5/22/2013
906,042

$15.75
-3.1%
-1.9%
(1.41)

12/20/2013
982,525

$17.22
2.5%
1.2%
0.86

5/23/2013
437,073

$15.79
0.3%
-0.5%
(0.37)

1/13/2014
216,192

$17.12
-1.6%
-0.2%
(0.16)

5/28/2013
416,631

$15.89
1.7%
1.0%
0.78

2/14/2014
145,377

$15.74
1.0%
0.7%
0.50

5/29/2013
405,459

$15.57
-2.0%
-1.0%
(0.76)

2/24/2014
568,486

$15.49
0.6%
0.2%
0.12

5/30/2013
393,486

$15.72
1.0%
0.8%
0.63

5/31/2013
550,703

$15.84
0.8%
1.5%
1.12

6/4/2013
742,576

$15.33
-2.4%
-1.5%
(1.13)

6/5/2013
896,791

$15.00
-2.2%
-0.5%
(0.38)

6/10/2013
416,693

$15.31
-0.6%
-0.6%
(0.47)

6/11/2013
373,781

$15.13
-1.2%
-0.1%
(0.08)

6/13/2013
387,110

$15.68
4.0%
2.3%
1.69

6/14/2013
327,601

$15.53
-1.0%
-0.3%
(0.19)

6/17/2013
364,684

$15.37
-1.0%
-1.2%
(0.91)

6/18/2013
375,116

$15.75
2.5%
1.5%
1.15

6/19/2013
430,842

$15.42
-2.1%
-1.2%
(0.91)

6/20/2013
464,884

$15.17
-1.6%
0.5%
0.40

6/21/2013
781,497

$15.27
0.7%
1.1%
0.80

6/24/2013
545,154

$15.26
-0.1%
1.5%
1.10

6/25/2013
413,268

$15.54
1.8%
0.9%
0.66

6/26/2013
774,426

$15.91
2.4%
1.8%
1.38

6/27/2013
1,225,391

$16.15
1.5%
0.2%
0.14

6/28/2013
11,075,702

$16.47
2.0%
1.3%
0.97

7/1/2013
1,042,670

$16.18
-1.8%
-3.3%
(2.47)

*
7/5/2013
455,622

$16.27
2.8%
1.7%
1.26

7/9/2013
661,363

$16.46
2.4%
1.4%
1.03

7/10/2013
493,435

$16.50
0.2%
0.2%
0.18

7/11/2013
505,052

$16.72
1.3%
0.0%
0.02

7/15/2013
349,273

$16.59
2.0%
0.9%
0.67

7/17/2013
450,088

$16.61
0.6%
0.6%
0.44

7/18/2013
402,468

$16.94
2.0%
0.5%
0.41

7/19/2013
412,883

$16.72
-1.3%
-0.9%
(0.65)

7/22/2013
308,229

$16.74
0.1%
0.1%
0.10

7/23/2013
394,329

$16.50
-1.4%
0.1%
0.10

7/24/2013
360,650

$16.30
-1.2%
-0.7%
(0.55)

7/25/2013
383,056

$16.40
0.6%
0.1%
0.05

7/26/2013
294,688

$16.46
0.4%
-0.3%
(0.26)

7/29/2013
167,231

$16.25
-1.3%
-0.2%
(0.11)

7/30/2013
211,686

$16.34
0.6%
0.9%
0.64

7/31/2013
278,078

$16.50
1.0%
0.7%
0.52

8/1/2013
1,131,698

$17.29
4.8%
2.2%
1.64

8/2/2013
343,572

$17.05
-1.4%
-0.7%
(0.55)

8/5/2013
367,106

$17.10
0.3%
0.7%
0.49

8/6/2013
345,614

$16.72
-2.2%
-1.2%
(0.92)

8/7/2013
370,199

$16.42
-1.8%
-0.3%
(0.25)

8/8/2013
408,219

$16.42
0.0%
-0.5%
(0.37)

8/9/2013
359,694

$16.27
-0.9%
-0.5%
(0.38)

8/12/2013
426,540

$16.54
1.7%
1.6%
1.17

8/13/2013
143,139

$16.53
-0.1%
0.8%
0.57

8/14/2013
214,948

$16.35
-1.1%
-0.5%
(0.40)

8/15/2013
321,971

$16.15
-1.2%
0.1%
0.05

UTi Worldwide Inc.
Analysis of Abnormal Returns on "News" Days and "No-News" Days
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 94 of 97 Page ID #:2411
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 95 of
98

EXHIBIT NO. 13
News Days
No-News Days
Date
Volume
Price
Return %
Abnormal
Return %
T-stat
Stat. Sig.
Date
Volume
Price
Return %
Abnormal
Return %
T-stat
Stat. Sig.
UTi Worldwide Inc.
Analysis of Abnormal Returns on "News" Days and "No-News" Days
8/16/2013
358,412

$16.23
0.5%
0.9%
0.65

8/19/2013
306,419

$16.08
-0.9%
-0.2%
(0.18)

8/20/2013
304,412

$16.52
2.7%
1.3%
0.98

8/22/2013
537,095

$17.01
2.3%
0.7%
0.50

8/23/2013
325,215

$17.23
1.3%
1.3%
0.94

8/27/2013
439,366

$16.84
-3.0%
-0.8%
(0.63)

8/28/2013
332,560

$16.86
0.1%
0.5%
0.40

8/30/2013
485,958

$16.51
-2.4%
-1.1%
(0.83)

9/3/2013
803,505

$16.67
1.0%
0.1%
0.10

9/4/2013
655,444

$17.11
2.6%
2.4%
1.78

9/5/2013
427,769

$17.05
-0.4%
-0.9%
(0.67)

9/11/2013
568,258

$15.16
-0.3%
-0.5%
(0.37)

9/13/2013
687,690

$14.74
-1.5%
-1.4%
(1.03)

9/18/2013
689,450

$15.25
1.0%
0.0%
(0.01)

9/19/2013
562,100

$15.04
-1.4%
-1.7%
(1.27)

9/20/2013
2,912,873

$15.10
0.4%
0.4%
0.30

9/23/2013
629,587

$15.19
0.6%
1.1%
0.79

9/24/2013
656,441

$15.36
1.2%
0.8%
0.57

9/25/2013
545,466

$15.13
-1.5%
-0.9%
(0.65)

9/26/2013
456,889

$15.27
0.9%
0.5%
0.38

9/27/2013
553,223

$15.15
-0.8%
-0.1%
(0.07)

9/30/2013
944,460

$15.11
-0.3%
0.1%
0.06

10/1/2013
1,205,457

$15.04
-0.5%
-1.7%
(1.24)

10/2/2013
674,422

$15.05
0.1%
0.8%
0.57

10/3/2013
721,198

$14.82
-1.5%
0.0%
(0.03)

10/4/2013
457,849

$14.94
0.8%
0.4%
0.33

10/7/2013
423,838

$14.90
-0.3%
0.8%
0.63

10/8/2013
605,661

$14.68
-1.5%
0.4%
0.31

10/9/2013
522,744

$14.63
-0.3%
-0.1%
(0.06)

10/10/2013
650,673

$14.88
1.7%
0.0%
(0.00)

10/11/2013
552,040

$14.95
0.5%
-1.1%
(0.82)

10/14/2013
457,834

$14.96
0.1%
-0.2%
(0.17)

10/16/2013
460,516

$15.02
1.1%
0.0%
(0.00)

10/17/2013
450,826

$14.90
-0.8%
-1.9%
(1.43)

10/18/2013
609,295

$15.14
1.6%
0.5%
0.39

10/21/2013
478,290

$15.14
0.0%
0.1%
0.06

10/22/2013
572,962

$15.10
-0.3%
-0.3%
(0.23)

10/23/2013
472,300

$15.06
-0.3%
0.2%
0.14

10/24/2013
403,653

$15.53
3.1%
2.3%
1.69

10/25/2013
559,699

$15.63
0.7%
1.4%
1.01

10/28/2013
477,767

$15.78
1.0%
0.8%
0.62

10/29/2013
506,273

$16.10
2.0%
1.8%
1.34

10/30/2013
399,969

$15.73
-2.3%
-1.6%
(1.20)

10/31/2013
630,233

$15.20
-3.4%
-2.0%
(1.51)

11/1/2013
631,872

$15.18
-0.1%
-0.4%
(0.26)

11/4/2013
583,636

$15.79
4.0%
3.1%
2.30

*
11/5/2013
587,959

$15.57
-1.4%
-0.1%
(0.05)

11/6/2013
465,703

$15.43
-0.9%
0.3%
0.20

11/7/2013
390,325

$15.05
-2.5%
-0.8%
(0.60)

11/8/2013
344,928

$15.33
1.9%
0.6%
0.41

11/11/2013
320,178

$15.38
0.3%
0.0%
(0.03)

11/12/2013
275,559

$15.42
0.3%
-0.2%
(0.15)

11/13/2013
372,227

$15.30
-0.8%
-1.3%
(0.95)

11/14/2013
421,040

$15.25
-0.3%
-0.2%
(0.13)

11/15/2013
572,096

$15.26
0.1%
-0.7%
(0.53)

11/18/2013
639,113

$15.52
1.7%
2.2%
1.64

11/19/2013
554,710

$15.50
-0.1%
0.8%
0.63

11/20/2013
393,860

$15.25
-1.6%
-1.1%
(0.80)

11/22/2013
301,053

$15.67
0.2%
-0.3%
(0.21)

11/25/2013
216,279

$15.66
-0.1%
-0.9%
(0.64)

11/26/2013
296,542

$15.82
1.0%
0.6%
0.46

11/27/2013
199,204

$15.86
0.3%
-0.5%
(0.40)

11/29/2013
165,753

$15.81
-0.3%
-0.4%
(0.27)

12/2/2013
494,161

$15.63
-1.1%
-0.6%
(0.46)

12/4/2013
634,642

$15.56
0.1%
0.2%
0.19

12/9/2013
657,691

$16.75
-0.8%
-0.8%
(0.57)

12/11/2013
549,162

$16.14
-1.9%
-1.1%
(0.79)

12/13/2013
942,540

$16.24
0.6%
0.2%
0.13

12/16/2013
1,496,125

$16.46
1.4%
0.7%
0.51

12/17/2013
552,122

$16.63
1.0%
1.4%
1.04

12/18/2013
403,074

$16.87
1.4%
0.7%
0.50

12/19/2013
418,976

$16.80
-0.4%
-0.2%
(0.13)

12/23/2013
482,936

$17.38
0.9%
0.2%
0.17

12/24/2013
279,550

$17.49
0.6%
0.4%
0.33

12/26/2013
266,679

$17.54
0.3%
-0.3%
(0.24)

12/27/2013
178,135

$17.61
0.4%
0.9%
0.66

12/30/2013
276,777

$17.52
-0.5%
-0.3%
(0.24)

12/31/2013
288,585

$17.56
0.2%
-0.3%
(0.19)

1/2/2014
324,611

$17.41
-0.9%
0.2%
0.13

1/3/2014
382,024

$17.30
-0.6%
-1.6%
(1.21)

1/6/2014
394,441

$17.21
-0.5%
0.5%
0.40

Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 95 of 97 Page ID #:2412
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 96 of
98

$17.44
1.3%
0.5%
0.37

1/8/2014
287,806

$17.13
-1.8%
-2.0%
(1.50)

1/9/2014
312,295

$17.17
0.2%
-0.5%
(0.37)

1/10/2014
272,227

$17.39
1.3%
0.1%
0.06

1/14/2014
220,645

$17.33
1.2%
0.4%
0.33

1/15/2014
351,783

$17.33
0.0%
-0.8%
(0.63)

1/16/2014
264,130

$17.27
-0.3%
-0.5%
(0.34)

1/17/2014
198,406

$17.20
-0.4%
0.1%
0.10

1/21/2014
182,570

$17.38
1.0%
-0.1%
(0.05)

1/22/2014
192,066

$17.57
1.1%
0.0%
0.01

1/23/2014
296,829

$17.24
-1.9%
-0.8%
(0.59)

1/24/2014
397,353

$16.40
-4.9%
-1.5%
(1.12)

1/27/2014
329,992

$16.28
-0.7%
0.9%
0.68

1/28/2014
430,776

$16.07
-1.3%
-2.6%
(1.93)

1/29/2014
404,443

$15.69
-2.4%
-1.8%
(1.37)

1/30/2014
278,996

$15.97
1.8%
0.4%
0.32

1/31/2014
331,257

$15.66
-1.9%
-1.2%
(0.91)

2/3/2014
1,036,694

$15.11
-3.5%
-1.4%
(1.04)

2/4/2014
683,326

$15.15
0.3%
-0.5%
(0.35)

2/5/2014
405,868

$15.03
-0.8%
0.5%
0.40

2/6/2014
347,613

$15.21
1.2%
0.3%
0.21

2/7/2014
370,554

$15.41
1.3%
0.4%
0.29

2/10/2014
250,507

$15.30
-0.7%
-0.6%
(0.42)

2/11/2014
493,216

$15.81
3.3%
2.7%
1.98

*
2/12/2014
253,690

$15.63
-1.1%
-0.9%
(0.66)

2/13/2014
239,935

$15.58
-0.3%
-1.0%
(0.72)

2/18/2014
225,102

$15.68
-0.4%
0.0%
(0.02)

2/19/2014
285,497

$15.28
-2.6%
-1.7%
(1.28)

2/20/2014
435,326

$15.42
0.9%
-0.5%
(0.39)

2/21/2014
300,637

$15.40
-0.1%
-0.6%
(0.44)

2/25/2014
471,021

$15.26
-1.5%
-0.6%
(0.47)

10/15/2013
459,444

$14.86
-0.7%
0.0%
(0.02)

Count:
36
Count:
194
Statistically Significant:
4

Statistically Significant:
5

Percentage Significant:
11.1%
Percentage Significant:
2.6%
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 96 of 97 Page ID #:2413
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 97 of
98

EXHIBIT NO. 14
S.D. of
Number
Number
Number
Difference
Difference
With
With
With
Between
Between
P-Value
Confidence in
Total
Significant
Percent
Total
Significant
Percent
Total
Significant
Percent
News and
News and
on
Sample
Number
Reaction
Significant
Number
Reaction
Significant
Number
Reaction
Significant
W/O News
W/O News
Z Ratio
Difference
Difference
(1)
(2)
(3) =
(4)
(5)
(6) =
(7)
(8)
(9) =
(10) =
(11)
(12) =
(13)
(14) =
(2) / (1)
(5) / (4)
(8) / (7)
(3) - (6)
see a below
(10) / 11)
see b below
1 - (13)
36
4

11.1%
194
5

2.6%
230
9
3.9%
8.5%
3.5%
2.425

0.77%
99.23%
a =((9)*(1-(9))/(1)+(9)*(1-(9))/(4))^0.5
b =Excel Function: 1-NORMDIST((12),0,1,TRUE)
Days with News
Days without News
Total Days
Comparison of Abnormal Returns on "News" and "No-News" Days
Case 2:14-cv-02066-CBM-E Document 97-1 Filed 01/02/18 Page 97 of 97 Page ID #:2414
Case 1:21-md-02989-CMA Document 583-6 Entered on FLSD Docket 06/28/2023 Page 98 of
98

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Declaration and Expert Report of Cynthia L. Jones, Cfa

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