Annual Financial Report

Wincanton plc (the `Company')

Annual Financial Report

Further to the Preliminary Results announcement made by the Company on 5 June
2014, which is available at www.wincanton.co.uk, the Company announces that it
has issued its Annual Report and Accounts for the year ended 31 March 2014 and
its Notice of Annual General Meeting 2014.

These documents, together with associated Proxy Form and Notice of
Availability, will be submitted to the UK Listing Authority and will shortly be
available to the public for inspection at www.hemscott.com/nsm.do.

Copies of the Annual Report 2014 and the Notice of Annual General Meeting 2014
are available on the Company's website at www.wincanton.co.uk.

The 2014 Annual General Meeting will be held at 1:00pm on Wednesday, 16 July
2014 at the offices of Buchanan, 107 Cheapside, London, EC2V 6DN.

In accordance with DTR 6.3.5, the Company provides the following information
that is extracted from the Annual Report and Accounts for the year ended 31
March 2014 and which is not otherwise included in the Preliminary Results
announcement. Page numbers and cross-references in the extracted information
below refer to page numbers and sections in the Annual Report and Accounts for
the year ended 31 March 2014:


Principal risk and uncertainties (pages 32 and 33)

Principal risks and uncertainties

In this section, we describe our key risk management and assurance mechanisms
and the principal risks and uncertainties that we consider to be material and
that may have a significant effect on the Group's financial position, results
of operations and/or reputation.

Risk agenda

The Group faces a diverse range of risks and uncertainties that may adversely
affect it. The Group's approach to risk management is designed to encourage
clear decision making as to which risks the Group takes and how these are
managed, based on an understanding of the potential strategic, commercial,
financial, compliance, legal and reputational implications of these risks.

The Group works to ensure that effective risk management processes are in place
to support the delivery of its strategy. The Group monitors its activities and
external and internal environments for new, emerging and changing risks to
ensure that these are appropriately managed as they arise.

The Board believes that the processes that are in place provide it with
sufficient information on the key risks and uncertainties faced by the Group.
The lines of responsibility for managing risk in the Group are set out as
follows:

Risk assessment

Ultimate responsibility for setting the Group's risk appetite and for the
effective management of risk rests with the Board. Acting within authority
delegated by the Board, each key risk is owned by a member of the Executive
Management Team. The following structures are in place to support the
assessment of risks.

  * Key business risk reviews: An annual assessment of key risks throughout the
    Group with the outputs presented to the Executive Management Team and the
    Audit Committee.
   
  * Risk Committee: A Committee introduced to monitor the risk management
    structures and support management in embedding risk management throughout
    the Group.
   
  * Control risk self-assessment: A self-assessment programme introduced to
    support the mitigation of key operating risks throughout the Group.
   
A risk register for each business segment is maintained and regularly reviewed
by the relevant segment management team. The Executive Management Team
consolidates the business segment risk registers to form the Group risk
register, which is monitored by the Board.

All risks are scored, using a 5 x 5 matrix, taking into consideration the
likelihood of an event occurring and the impact of that event. Likelihood is
based on the chance of an event occurring in the next 12 months on a five point
scale from `rare' (less than five per cent change) to `almost certain' (with a
chance greater than 80%). The impact of an event is considered within five
categories; financial; operational; personal injury; reputation; or compliance.
Each impact category has a detailed definition across a five point scale from
`insignificant' to `fundamental'. Where appropriate, impact is considered in
relation to the scale of the business sector in which the risk has been
identified.

Risk response

Once risks have been assessed, an appropriate mitigation response is determined
for each significant risk identified. The mitigation response will depend upon
the impact and likelihood assessment and, for example, may consist of a control
action or insurance. The risk mitigation response reduces either the likelihood
of the risk occurring or the impact on the Group if the risk does occur, or
both.

Business continuity planning

The Group has detailed plans in place to ensure an immediate and appropriate
response to a disaster. During the year under review, the Group has enhanced
its resilience in terms of IT disaster recovery by migrating certain business
critical applications and services to a new data centre.

Whistleblowing

The Group has in place a code of conduct, which all employees are required to
adhere to. The code of conduct sets out the ethical standards expected and
includes details of how matters can be raised in strict confidence. Employees
are encouraged to first talk to their line manager, their manager's line
manager or to call the central HR team directly.

Principal risks

The Group risk register identifies the principal risks facing the business as a
whole, including those that are managed directly at Group level. Summarised
below are the key risks that have been identified and that could have a
material impact on the Group's reputation, operations or financial performance.
A number of other risks reflect social and ethical issues.

                 Risk                         Mitigation                       
                                                                               
Health and       The Group's operations take  The Group maintains detailed     
safety           place in a diverse range of  health and safety procedures and 
                 operating environments.      processes which are managed by a 
                 These operations require     team of dedicated health and     
                 ongoing monitoring and       safety professionals. The team   
                 management of health and     focus on developing behaviours   
                 safety risks in order to     which identify situations that   
                 ensure a safe working        could lead to accidents as well  
                 environment for our          as supporting and advising       
                 employees and others we      operational management and       
                 engage with. A failure to    running a programme of site      
                 manage these risks properly  reviews and audits.              
                 may give rise to significant                                  
                 potential liabilities from                                    
                 the Group's interaction                                       
                 either with the public or                                     
                 employees.                                                    
                                                                               
Strategic market The Group acts in a          The Group maintains a            
position and     competitive and complex      consistently high level of       
ongoing          market and with large and    operational performance.         
commercial       sophisticated customers. The Furthermore, a high quality      
operations       Group has distinct           business development team exists 
                 commercial pressures in      to identify opportunities in the 
                 maintaining levels of        third party logistics market and 
                 revenue and margin from      the benefits to Wincanton in that
                 existing customers, building market. Dedicated teams exist to 
                 new business relationships   manage ongoing customer          
                 and maximising the           relationships and contract       
                 utilisation of assets.       renewal processes within the     
                                              Group's defined frameworks. In   
                                              addition the Group is focused on 
                                              clearly articulating its existing
                                              as well as developing innovative 
                                              solutions in the logistics market
                                              place.                           
                                                                               
Legal compliance The Group acts within        The Group employs internal and   
                 jurisdictions, markets and   external subject matter experts, 
                 sectors which are highly     supported by legal counsel, to   
                 regulated or covered by      set policy and monitor           
                 significant legislation.     application including risk-based 
                                              testing programmes. The Group    
                                              maintains programmes of          
                                              appropriate staff training to    
                                              ensure legal compliance,         
                                              operational efficiencies and to  
                                              minimise mistakes. This is backed
                                              up with comprehensive record     
                                              keeping policies. Finally,       
                                              appropriate IS management        
                                              processes and governance exist to
                                              ensure system access controls    
                                              operate and to monitor movements 
                                              of our own and, where relevant,  
                                              our customers' data.             
                                                                               
Net debt and     The compliance with the      The Group is acutely focused on  
pensions deficit covenant structures in the   growing operating profit and     
                 Group's financing            generating free cash flow to     
                 arrangement, the future      enable it to address these       
                 refinancing of the existing  issues. The Group maintains      
                 debt and the management of   comprehensive relationship       
                 the Group pension fund are   management with its banking      
                 key to the future financial  partners and provides senior     
                 sustainability of the Group. management resources to the      
                                              management of bank covenant      
                                              compliance. The Group monitors   
                                              both the external financing      
                                              market and changes occurring in  
                                              the way pension arrangements are 
                                              provided including maintaining   
                                              detailed financial planning and  
                                              forecasting models. The Group    
                                              maintains senior management focus
                                              on these balance sheet areas and 
                                              a close relationship exists      
                                              between the Group and the Pension
                                              Trustee board. During the year   
                                              the Group closed the defined     
                                              pension arrangements to future   
                                              accrual thereby preventing the   
                                              build-up of further risk.        
                                                                               
People           The inability to recruit and The Group has an appropriate     
                 retain management and        human resources structure which  
                 employees with the necessary maintains the necessary standard 
                 and appropriate              of recruitment processes, based  
                 competencies, values and     on key competencies, plus        
                 behaviours may restrict the  monitors and develops the talent 
                 Group's ability to grow.     pool within the Group's employee 
                                              base.                            
                                                                               
IS               The Group is highly          The Group completes regular      
infrastructure   dependent on the provision   reviews to consider the corporate
and product      of a high quality IS         IS roadmap and agree its IS      
development      infrastructure as it is      approach. Particular focus is    
                 essential to the smooth      given to the approach and        
                 running of the business as   infrastructure required to ensure
                 well as that of its          adequate disaster recovery       
                 customers where we operate   processes and procedures are in  
                 key systems such as          place. The Group maintains an    
                 warehouse management and     extensive IS team, including     
                 transport planning systems.  teams charged with innovating new
                                              products and services and others 
                                              who maintain and secure the      
                                              existing infrastructure. The IS  
                                              team also includes change experts
                                              working with appropriate project 
                                              management methodologies.        


Related Party Transactions (Note 26 to the consolidated financial statements on
page 90)

26. Related parties

Identity of related parties

The Group has a controlling related party relationship with its parent Company
Wincanton plc. In addition the Group has related party relationships with its
Executive and non-executive Directors and with its subsidiaries and jointly
controlled entities.

Transactions with Executive and non-executive Directors

The interests of the Executive and non-executive Directors in the share capital
of the Company, plus full details of the individual Director's emoluments,
bonuses deferred in shares, share options and pension entitlements are given in
the Annual report on remuneration on pages 48 to 55.

The total of short term employee remuneration and benefits receivable by the
Directors is set out in note 4.


Independent auditor's report to the members of Wincanton plc (pages 58 and 59)

Opinions and conclusions arising from our audit

1. Our opinion on the financial statements is unmodified

We have audited the financial statements of Wincanton plc for the year ended 31
March 2014 which comprise the Consolidated income statement, the Consolidated
statement of comprehensive income, the Consolidated and Company balance sheets,
the Consolidated statement of changes in equity, the Consolidated statement of
cash flows and the related notes. In our opinion:

• the financial statements give a true and fair view of the state of the
Group's and of the parent Company's affairs as at 31 March 2014 and of the
Group's profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with
International Financial Reporting Standards as adopted by the European Union
(IFRS as adopted by the EU);

• the parent Company financial statements have been properly prepared in
accordance with UK Accounting Standards; and

• the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006 and, as regards the Group financial
statements, Article 4 of the IAS Regulation.

2. Our assessment of risks of material misstatement

In arriving at our audit opinion above on the financial statements the risks of
material misstatement that had the greatest effect on our audit were as
follows.

Property provisions (£33.4 million)

Refer to page 41 (Audit Committee report), page 67 (accounting policy) and page
79 (financial disclosures).

• The risk - In the year ended 31 March 2012, an onerous lease provision was
recognised in relation to the empty or under-utilised sites which formed part
of the Group portfolio. This was as a result of significant unexpected
withdrawals by customers from sites in response to the external market
environment and a deterioration in both general economic conditions and the
overall property market. The calculation of this provision required the
Directors to make a number of judgements and estimates at the time of initial
calculation, but also requires ongoing trading conditions and market sentiment
to be reflected as time progresses.

This remains an area of significant judgement in the current year as changes in
assumptions, particularly relating to the forecasting of cash flows and changes
in market sentiment could lead to a material impact on the profit for the
period. The forecasting of cash flows and assessment of market sentiment are
therefore key judgemental areas that our audit is concentrated on.

• Our response - In this area our audit procedures included, among others, the
use of our own property specialists to critically assess the Group's
measurement of market confidence, in particular to challenge the assumptions
relating to the length of time currently marketed properties will remain empty
prior to letting and the rent-free periods which would be required to be
offered by comparing to industry norms for the particular location. We
challenged the key inputs to the calculation of the provision; the discount
rate used, through comparison with industry competitors; the forecast cash
flows by assessing the historical accuracy of these cash flows, and the
assessment of market confidence by performing sensitivity analysis on the key
void and rent-free period assumptions.

Goodwill (£77.3 million)

Refer to page 41 (Audit Committee report), page 66 (accounting policy) and
pages 74 and 75 (financial disclosures).

• The risk - Goodwill acquired in a business combination is allocated to the
Group's Cash Generating Units (CGUs), which are aligned with its operating
segments; Contract Logistics and Specialist Businesses. The recoverable amounts
of the CGUs are determined from value in use calculations and where the
carrying value of a CGU exceeds its recoverable amount an impairment charge is
required. This is a key judgement area as adverse changes in assumptions,
particularly relating to forecast cash flows and discount rates could reduce
the recoverable amount below the carrying amount, and potentially give rise to
a material impairment charge.

The forecasting of cash flows and the selection of an appropriate discount rate
are therefore key judgemental areas that our audit is concentrated on.

• Our response - In this area our audit procedures included, among others,
evaluating the Group's budgeting procedures upon which the forecast cash flows
are based by performing an assessment of the historical accuracy of budgets. We
challenged the Group's selection of the discount rate used by considering the
basis of the calculation of the discount rate and used external data (including
competitor analysis) to determine an appropriate range and compared the actual
rate used to that range. For the period beyond the three year financial budgets
and forecasts, we considered whether the growth rate used was consistent with
both historical performance and future business strategies.

We evaluated the Group's sensitivity analysis, by performing our own analysis
to assess the sensitivity of the impairment reviews to changes in the key
assumptions of the discount rate, growth rate and the forecast cash flows.

We considered the adequacy of the Group's disclosures in respect of the
impairment testing of goodwill and whether disclosures about the sensitivity of
the outcome of the impairment assessment to changes in key assumptions properly
reflected the risks inherent in it.

Pension scheme deficit (£110.9 million)

Refer to page 41 (Audit Committee report), pages 66 and 67 (accounting policy)
and pages 81 to 84 (financial disclosures).

• The risk - Significant estimates are made in valuing the defined benefit
section of the Group's post-retirement Scheme and small changes in either the
assumptions or estimates used to value the Group's net pension deficit may have
a significant effect on the results and financial position of the Group. The
key assumptions in the calculation of the net deficit are the discount rate,
inflation rate and mortality/life expectancy.

The defined benefit section of the Scheme was closed to future accrual from 31
March 2014, which resulted in a curtailment gain of £15.0 million. During the
period the Group also changed the benefits of the plan to offer a Pension
Increase Exchange (PIE) option, resulting in a gain of £5.2 million; a combined
gain of £20.2 million. There are a number of inherent assumptions made in the
calculation of these items, small changes in which might have a significant
impact on the Group's results and financial position. The key assumptions are
the inflation rate and salary increases in respect of the curtailment gain and
in calculating the PIE past service gain the assumed uptake of the PIE option
in future.

The selection of the inflation rate, salary increase and uptake of the PIE
option are therefore key judgemental areas that our audit is concentrated on.

• Our response - With the support of our own actuarial specialists, we
challenged the key assumptions applied to the membership data to determine the
Group's net deficit, the curtailment gain and the PIE gain, as identified
above. This included a comparison of these key assumptions against externally
derived data.

Also with the support of our actuarial specialists, we challenged the
methodology underlying the calculation of both the £15.0 million curtailment
gain recognised in the year on the closure of the defined benefit section to
future accrual and the £5.2 million gain recognised on the completion of the
PIE.

We also considered the adequacy of the Group's disclosures in respect of the
sensitivity of the deficit to these assumptions and in relation to the impact
of the closure of the defined benefit section to future accrual and the
implementation of the PIE exercise.

3. Our application of materiality and an overview of the scope of our audit

The materiality for the financial statements as a whole was set at £1.3
million. This has been determined with reference to a benchmark of Group profit
before taxation, which we consider to be one of the principal considerations
for members of the Company in assessing the financial performance of the Group.
Materiality represents 3.7% of group profit before tax and 5.1% of underlying
Group profit before tax as disclosed in the financial review.

We agreed with the Audit Committee to report to it all corrected and
uncorrected misstatements we identified through our audit with a value in
excess of £0.1 million, in addition to other audit misstatements below that
threshold that we believe warranted reporting on qualitative grounds.

Audits for group reporting purposes were performed by component auditors at the
key reporting component in Guernsey and by the group audit team in the UK.
These group procedures covered 100% of total Group revenue; 100% of underlying
Group profit before taxation; and 100% of total Group assets.

The audits undertaken for group reporting purposes at the key reporting
components of the Group were all performed to materiality levels set by, or
agreed with, the group audit team. These materiality levels were set
individually for each component and ranged from £1.0 million to £1.3 million.

4. Our opinion on other matters prescribed by the Companies Act 2006 is
unmodified

In our opinion:

• the part of the Directors' Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006; and

• the information given in the Strategic Report and the Directors' Report for
the financial year for which the financial statements are prepared is
consistent with the financial statements; and

• the information given in the Corporate governance report set out on page 38
with respect to internal control and risk management systems in relation to
financial reporting processes and about share capital structures is consistent
with the financial statements.

5. We have nothing to report in respect of the matters on which we are required
to report by exception

Under ISAs (UK and Ireland) we are required to report to you if, based on the
knowledge we acquired during our audit, we have identified other information in
the annual report that contains a material inconsistency with either that
knowledge or the financial statements, a material misstatement of fact, or that
is otherwise misleading.

In particular, we are required to report to you if:

• we have identified material inconsistencies between the knowledge we acquired
during our audit and the Directors' statement that they consider that the
annual report and financial statements taken as a whole is fair, balanced and
understandable and provides the information necessary for shareholders to
assess the Group's performance, business model and strategy; or

• the Corporate Governance Report does not appropriately address matters
communicated by us to the Audit Committee.

Under the Companies Act 2006 we are required to report to you if, in our
opinion:

• adequate accounting records have not been kept by the parent Company, or
returns adequate for our audit have not been received from branches not visited
by us; or

• the parent Company financial statements and the part of the Directors'
Remuneration Report to be audited are not in agreement with the accounting
records and returns; or

• certain disclosures of Directors' remuneration specified by law are not made;
or

• we have not received all the information and explanations we require for our
audit; or

• a Corporate Governance Statement has not been prepared by the Company.

Under the Listing Rules we are required to review:

• the Directors' statement, set out on page 57, in relation to going concern;
and

• the part of the Corporate governance report on page 36 relating to the
Company's compliance with the nine provisions of the 2010 UK Corporate
Governance Code specified for our review.

We have nothing to report in respect of the above responsibilities.

Scope of report and responsibilities

As explained more fully in the Directors' Responsibilities Statement set out on
page 57, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. A
description of the scope of an audit of financial statements is provided on the
Financial Reporting Council's website at www.frc.org.uk/auditscopeukprivate.
This report is made solely to the Company's members as a body and is subject to
important explanations and disclaimers regarding our responsibilities,
published on our website at www.kpmg.com/uk/auditscopeukco2013a, which are
incorporated into this report as if set out in full and should be read to
provide an understanding of the purpose of this report, the work we have
undertaken and the basis of our opinions.

Andrew Campbell-Orde (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
100 Temple Street
Bristol
BS1 6AG
4 June 2014


Responsibility statement of the Directors in respect of the Annual Report and 
Accounts (page 57)

The Directors confirm that to the best of their knowledge:

• the financial statements, prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and

• the management report required by DTR 4.1.8R (contained in the Strategic
report and the Directors' report) includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face.

The Directors approved the above Responsibility statement on 4 June 2014.


Stephen Williams

Company Secretary

18 June 2014