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Wincanton PLC (WIN)

  Print      Mail a friend       Annual reports

Thursday 06 June, 2002

Wincanton PLC

Final Results

Wincanton PLC
6 June 2002

                                                                     6 June 2002

                                 WINCANTON plc
                      Preliminary Announcement of Results
                        for the year ended 31 March 2002

                                                                                         Pro forma
                                                                                 2002         2001
                                                                                   £m           £m       Change

Turnover                                                                        745.6        721.8        +3.3%

Operating profit            :     excluding pension credit                       29.7         26.8       +10.8%

                                          :     including pension credit         34.5         31.6

Profit before tax            :     excluding pension credit                      25.8         21.9       +17.8%

                                          :     including pension credit         30.6         26.7

Earnings per share       :     excluding pension credit                         16.0p        13.3p       +20.3%

                                          :     including pension credit        18.9p        16.2p

Total dividend per share                                                        9.45p         9.0p        +5.0%

Note:  the profit and EPS numbers above are stated before exceptional items


•              Strong profit momentum from new business.

•              Approximately two thirds of new business profit contribution from
               existing customers.

•              No slowing in the pace of supply chain change.

•              Customers increasingly receptive to more complex systems-driven

•              Wincanton reputation for operational excellence again a key
               factor - project and change management skills underpinned by 
               day-to-day performance.

Commenting on the results, Chas Lawrence, Wincanton's Chief Executive said:

'This was another year of strong operational and financial performance. Existing
contracts provided a good platform for growth and new business win momentum was
sustained throughout the year.  A wide range of solutions, varying in size,
complexity and capital intensity, were successfully delivered for customers.
The new financial year has got off to an encouraging start and we are confident
that we will see another year of good progress.'

For further enquiries please contact:      

Wincanton plc
Chas Lawrence, Chief Executive                             Tel:   0207 466 5000 today, thereafter 01963 828206
Gerard Connell, Group Finance Director
Charles Carr,  Marketing and Communications Director

Buchanan Communications
Charles Ryland/Jeremy Garcia                               Tel:   0207 466 5000


Wincanton achieved a strong financial performance in its first year as an
independently listed company.  A 10.8% increase in operating profit to £29.7m
represents another year of profit progress to add to the company's record of
organic growth.  Return on capital employed improved further in the year to
26.4% and a £22.8m reduction in net debt was achieved.  The Board proposes a
final dividend of 6.3p per share, making a total dividend for the year of 9.45p
per share.

Our strong financial performance was delivered against a background of economic
uncertainty.  Wincanton's ability to continue to perform in such circumstances
provides ample evidence of the quality of our people, the creativity of our
solutions and the operational excellence with which these solutions are
delivered to customers.  Our reputation for the highest standards of operational
performance and customer service, established over 75 years, has again been a
key factor in winning business with new and existing customers.

Wincanton has become a leading provider of supply chain solutions by working in
strategic partnership with a growing blue-chip customer base.  The strength of
our long-standing customer relationships underpinned much of our progress during
the year.  Our customers continue to be faced with new demands on their supply
chains, whether as a result of acquisition, new product launch, technological
change or new strategic initiatives.  Our challenge is to help them to respond
pro-actively and cost-effectively to these new demands.  We have again done so
successfully this year and are grateful to our customers for the continuing
trust placed in us.

Wincanton's supply chain skills have been developed principally with major
manufacturers and retailers of food and fast-moving consumer goods.  We believe
these skills to be transferable to a wide range of customers in other industry
sectors.  In addition to growing our business with existing customers we have
been pleased to see good progress being made with new customers and in new
sectors.  Our focus on introducing new skills and services to our portfolio has
also continued to be supported by substantial investment in both our IT and
business development teams.

As supply chains become more complex, systems development skills become even
more critical.  Wincanton's team of 120 IT professionals combine in-house
development expertise with the most advanced new systems available in the
marketplace to deliver solutions which interface effectively with customers'
existing systems.  As supply chains expand in both complexity and geography, our
systems skills are fast developing beyond our traditional strengths in warehouse
and fleet management and we are offering new solutions for customers' changing

Our people have responded extremely well during a year of significant change.
The listing of our shares on the London Stock Exchange in May followed a major
re-organisation of our operating structure.  It is a credit to the strength and
versatility of our people that these projects were successfully delivered
without loss of new business momentum or any reduction in performance on
existing contracts.  We are grateful to all our employees and thank them for
their contribution.

The listing enables us to offer our employees a direct involvement in the future
of the Company.  A Sharesave scheme introduced in June last year was heavily
over-subscribed and over 4,000 employees took the opportunity to become
shareholders in the Company in due course.  Awards were also made under
Executive share option schemes to 90 Wincanton managers.  We will continue to
encourage a close alignment of employee and shareholder objectives.

At the time of our demerger we explained our objective of developing our
position in the UK market and building on our existing strengths to pursue
opportunities for growth beyond the UK.  This remains our aim.  Many customers
and industry sectors will, of course, continue to award supply chain contracts
on the basis of our national coverage.  We continue to review options for
geographic expansion,  either by acquisition, joint venture or commercial

Outsourcing markets are competitive but growing.  Our skills and customer base
give us a strong platform for further growth and our higher profile as a public
company is contributing positively to our business development initiatives. We
are encouraged by the range of opportunities currently under consideration.

The new financial year has got off to an encouraging start and we are confident
that we will see another year of good progress for Wincanton.


Existing customers and sectors

Building further on strong relationships within our core sector focus has again
been a key element in another successful year for Wincanton.  High levels of
operational efficiency against customers' exacting standards saw good
performances across our contract portfolio.

A new distribution centre at Severnside, previously managed in-house, was
awarded to Wincanton by Focus for whom we already run an operation at Tamworth.
Tesco's commitment to growing its general merchandise business resulted in
Wincanton being appointed to take over a dedicated facility at Daventry.  Other
new wins included a national distribution centre for Superquinn near Dublin, and
a significant expansion of our relationship with Musgrave, with Wincanton taking
responsibility for a new greenfield facility in Belfast.

Very good progress was made in our tanker management operations with substantial
contract gains with Kuwait Petroleum, Conoco and First Milk.  The food
manufacturing sector again proved to be rewarding for Wincanton and we were
pleased to see further business being developed with customers such as Campina,
Bernard Matthews, Hazlewood and Kerry Foods.

Pullman Fleet Services, our specialist vehicle maintenance operation, expanded
its business with existing customers such as Sainsbury, Safeway, Tesco,
Somerfield and Kerry Foods.

New sectors and services

Wincanton's skill base and growing range of services have significant potential
for transfer to new markets and industry sectors.  Business wins in new sectors
included St Gobain and Space 4 in the building products and construction sectors
and a contract for the home delivery of  specialist beds for Tempur.
Development opportunities are being actively pursued both in sectors in which
good initial progress has already been made, such as food service and packaging,
and in other industry sectors which we believe offer growth potential for

New solutions - systems

New solutions for customers drew upon a wide range of people, systems and
asset-management skills.  Systems and technology initiatives included the full
roll-out within our temperature-controlled network of WinTrack, our web-based '
track and trace' system, and agreement for national implementation of a new
voice-picking warehouse system at a major retail customer following promising
efficiency gains at the trial stage.  Wincanton has also been appointed to
assist Safeway with the design, development and implementation of a full suite
of integrated transport solutions.  Co-ordinated by Wincanton systems, the
initiative will create a centralised planning function for Safeway's entire
distribution network.

There are also promising developments in a number of other areas of supply chain
software.  We continue to actively explore the potential of such systems through
trial implementations with customers.  A number of consultancy assignments were
successfully completed for both new and existing customers.

New solutions - assets

Innovative and efficient asset management remains fundamental to our business
development initiatives.  A new solution for B&Q saw the national distribution
of plants being managed through our temperature-controlled network with
Wincanton replacing direct suppliers and consequent quality and store
availability gains for the customer.  A new distribution vehicle was designed by
Wincanton, working closely with both the vehicle manufacturer and the customer,
as part of a proposal to BP Castrol to manage its national lubricants
distribution.  The proposal, which also included a semi-automated warehouse, led
to Wincanton replacing a number of existing contractors who previously managed
the BP Castrol network.

New third-party business is successfully being introduced to the dedicated
networks of existing customers, with the increased asset utilisation working to
the benefit of both the customer and Wincanton.  Distribution of food service
products for Thistle Hotels, for example, has recently been added to the
national food service network already operated by Wincanton for Scottish &

Another significant project is in the early stages of national roll-out with
Somerfield, leveraging the complementary strengths of the customer's assets and
the infrastructure of Wincanton and many of its other customers.

Operational excellence

Wincanton's reputation for the highest levels of operational performance is
fundamental to the continuing success of our business.  Growth with new and
existing customers, the development of new services and expansion into new
markets are all built upon customer confidence that Wincanton will deliver.

In terms of capital-intensive projects, this was the first full year of the new
automated warehouse for the Nestle Purina petfood business.  Just before the
year end, a new automated facility was delivered for Heinz.  The largest of its
kind in the UK, the facility includes  innovative layer-picking technology.
This is now our eighth major automation project in operation.

In an active year for new business, in a variety of market sectors and in
respect of operations of very different levels of complexity and
capital-intensity, our project and change management skills have served the
business well.  The successful delivery of all our new business wins owes much
to our expertise and experience in change management, in areas such as employee
transfer, payroll administration and systems integration.

The performance of all our operations depends entirely upon our unremitting
commitment to customer service and delivery of the highest operational
standards.  Wincanton, working closely with its customers, sets demanding
operational and service targets.  We are pleased to have again met our
customers' expectations and delivered against those targets this year.


Trading result

Growth in operating profit and  returns on capital employed, are the principal
benchmarks by which we measure the historical financial performance of
Wincanton.  In the year to 31 March 2002, operating profit increased to £29.7m,
a 10.8%  increase on the £26.8m reported last year.  Return on capital employed
increased from 21.1% to 26.4%.  For the purposes of year on year profit
comparisons we exclude the £4.8m SSAP 24 pension credit, a significant but
non-cash item.

Headline growth in turnover is not a key performance indicator for us.  Much of
turnover is accounted for by the direct reimbursement of costs by customers
under the terms of our contractual relationships.    Turnover in the year to 31
March 2002 increased by 3.3% to £745.6m.

Our profit is earned principally through management fees which reflect the
complexity of the operations run for a customer rather than, necessarily, the
cost base of the operations.  Operating profit growth was achieved through
continuing new business win momentum and strong operational performance across
our existing contract base.  As in previous years, some two thirds of profit
contribution from new business came from existing customers.

Operating margin on turnover increased from 3.7% to 4.0%.  The headline
improvement in margin was the consequence of both increased efficiencies on
existing contracts, which tend to affect principally operating profit rather
than turnover, and the nature of new business wins relative to business losses
in the period.

Exceptional items

Operating exceptional costs of £0.4m were incurred in the year, being further
redundancy and related costs due to the closure of the Chippenham consolidation
depot in January 2002.  This charge is in addition to the £1.5m provided in the
year ended 31 March 2001 on the announcement of the closure plan.  The
Chippenham operations have been successfully transferred to the extended, fully
automated, chilled shared user facility at Gloucester.   In addition a
non-operating exceptional profit of £0.6m (2001 : nil) arose on the disposal of
a surplus property.

Interest costs

Interest costs of £3.9m were incurred in the year, which compares to a pro forma
charge of £4.9m for the prior year, calculated as if the debt assumed at
demerger had existed throughout the year.

The interest cost for the current year benefited from the prevailing low level
of interest rates, a reduction in working capital and lower levels of capital

Interest cover, as calculated under the terms of the Group's banking facilities,
improved to 8.8 times.


The taxation charge of £8.8m for the year gives an effective rate of 28.6%.
This is after accounting for a credit of £0.2m received in respect of prior year
tax and includes the impact of the £0.6m non-operating gain which is not taxable
due to the availability of brought forward capital losses.

Cash flow and Net assets

At the start of the year the Group had net external debt of £49.8m.  Inflows in
the year of £22.8m reduced the net debt at 31 March 2002 to £27.0m.

Good cash flow from operations was further improved, from a balance sheet
perspective, by lower levels of working capital and capital expenditure below
depreciation.  A particular focus on working capital following demerger resulted
in a £3.8m reduction, and consequent cash inflow, over the period.  Capital
expenditure of £14.7m, compared to depreciation of £24.8m, was £7.4m lower than
last year.  Although this includes approximately £10.1m of expansion capital in
relation to both new and existing customers, much of our new business was funded
either by customer capital or operating lease back-to-back with customer
contracts to the benefit of both cash flow and returns on capital.  Cash flow
also benefited from £3.9m in respect of the disposal of tangible assets
including £1.4m in respect of surplus properties.

Consolidated net assets at the start of the year were a negative £2.4m as a
consequence of the basis upon which the opening balance sheet of Wincanton plc
was created.  Consolidated net assets at 31 March 2002 were a positive £8.7m.

Treasury risk management and funding

Following demerger a treasury management function was put in place as part of
the Group central finance team to manage the Group's day-to-day liquidity and
longer-term funding requirements.

No speculative trading is entered into and all activities of this function are
designed to minimise the Group's interest costs and foreign exchange risks, and
to support its commercial operations.

All the Group's bank borrowings are currently on a floating rate basis as a
consequence of the amount and short-term nature of the facilities.  This
position is subject to regular review.  Currently the Group has minimal foreign
exchange exposure.

The Group has committed funds in place with a number of major commercial banks.
These facilities have provided sufficient flexibility for the Group's
operational needs in the current year.  At the year end, committed funds of
£125m were available, plus an overdraft facility of £20m.  £55m of these funds
consist of 2 and 4 year revolving facilities with the balance being made up of
£70m of 364-day loans with 1 and 2 year 'term out' options.  The 364-day
facilities have all recently been renewed.


Following demerger, a new pension scheme was established for Wincanton.  The
final tranche of funds to establish the new scheme was received from Uniq plc in
January 2002.  A formal actuarial valuation is currently being carried out in
respect of the assets and liabilities of the scheme as at 31 March 2002.

It is estimated that, at 31 March 2002, the new pension scheme was 104% funded
on a SSAP 24 basis and 90% funded on an FRS 17 basis.  On the FRS 17 basis,
assets and liabilities of the fund were £281m and £312m respectively at 31 March
2002.  Full balance sheet implementation of FRS 17 would have led to an increase
in Group net assets of £8.7m.  FRS 17 will not impact on the Group's cash flows
and cash contributions to the scheme will continue to be based on the advice of
the external actuaries.

Based on the actuaries' recommendations, full cash contributions to the scheme
were recommenced from 1 April 2002.  The future level of cash contribution to
the scheme will be dependent upon the recommendations arising from the formal
valuation referred to above.  Contributions to the scheme are substantially
recovered from customers under the terms of ongoing contractual relationships.

Active consideration is being given to the investment strategy for the new
pension scheme.  It is anticipated that the scheme will move progressively to
reduce the potential volatility of the investment portfolio by increasing the
relative level of investment in government and corporate bonds.  Initial steps
have already been taken to this effect.

Earnings and dividends

Earnings before pension credit and exceptional items were £18.3m, a 20.4%
increase on the prior year earnings figure of £15.2m.  The resultant earnings
per share figure, based on the average number of shares in issue of 114.7m,
increased from 13.3p to 16.0p.

The Board has announced a final dividend of 6.3p per share, which together with
the interim dividend announced at the half year, means the total dividend of
9.45p has increased by 5%  compared to the pro forma 9.0p per share for the
prior year.  Subject to approval by shareholders at this year's Annual General
Meeting, the final dividend will be paid on 7 August 2002 to shareholders of
record on 12 July 2002.

Consolidated profit and loss account

                                                         Before  Exceptional                         Pre-demerger
                                                                                                         basis as
                                                    exceptional        items             Unaudited
                                                                                                       reported *
                                                          items     (Note 4)    Total    pro forma
                                        Note               2002         2002     2002         2001           2001
                                                           £m             £m       £m           £m             £m

Turnover                                3                 745.6            -    745.6        721.8          721.8

Operating profit before pension         3                  29.7        (0.4)     29.3         23.5           23.5

Pension credit                                              4.8            -      4.8          4.8            4.8

Operating profit                                           34.5        (0.4)     34.1         28.3           28.3
Profit on disposal of a surplus         4                     -          0.6      0.6            -              -

Profit on ordinary activities before    3                  34.5          0.2     34.7         28.3           28.3

Net interest payable and similar                          (3.9)            -    (3.9)        (4.9)          (1.2)

Profit on ordinary activities before                       30.6          0.2     30.8         23.4           27.1

Tax on profit on ordinary activities    5                 (8.9)          0.1    (8.8)        (7.1)          (8.2)

Profit for the financial year                              21.7          0.3     22.0         16.3           18.9

Dividends                               6                (10.9)            -   (10.9)       (10.3)          (6.6)

Retained profit for the year                               10.8          0.3     11.1          6.0           12.3

Earnings per share                      7
       -   basic                                                                19.2p        14.2p          16.5p
      -   diluted                                                               19.1p        14.2p          16.5p
Earnings per share before exceptional   7
      -   basic                                           18.9p                              16.2p          18.5p
      -   diluted                                         18.8p                              16.2p          18.5p
Earnings per share before exceptional   7
items and excluding pension credit
      -   basic                                           16.0p                              13.3p          15.5p
      -   diluted                                         15.9p                              13.3p          15.5p

There are no recognised gains and losses for either of the years ended 31 March
2002 and 2001, other than those included in the profit and loss account above.
All operations in both years were continuing.


*      The basis of preparation of the above unaudited pro forma numbers and a
reconciliation to those reported are set out in note 2 to these accounts.

*      The operating profit before pension credit of £23.5 million is stated
after charging £3.3 million of exceptional items against the pre-exceptional
operating profit of £26.8m.

Balance sheets
                                                                   Group                  Company
                                                                 2002        2001        2002        2001
                                                                   £m          £m          £m          £m
Fixed assets
Tangible assets                                                 157.5       171.2           -           -
Investments                                                         -           -        11.5           -

                                                          157.5       171.2              11.5           -

Current assets
Stocks                                                            3.8         4.0           -           -
Debtors                                                         104.8        96.1        55.0           -
Cash at bank and in hand                                         18.6        15.7           -           -

                                                                127.2       115.8        55.0           -
Creditors: amounts falling due within one year                (181.6)     (157.6)      (20.8)           -

Net current (liabilities)/assets                               (54.4)      (41.8)        34.2           -

Total assets less current liabilities                           103.1       129.4        45.7           -
                                                                           (64.0)      (30.0)           -

Creditors: amounts falling due after more than one             (31.4)
Provisions for liabilities and charges                         (63.0)      (67.8)           -           -

Net assets/(liabilities)                                          8.7       (2.4)        15.7           -

Capital and reserves
Called up share capital                                          11.5        11.5        11.5           -
Merger reserve                                                    3.5         3.5           -           -
Profit and loss account                                         (6.3)      (17.4)         4.2           -

Equity shareholders' funds                                        8.7       (2.4)        15.7           -

Consolidated cash flow statement
                                                                              Note         2002         2001
                                                                                             £m           £m

Cash inflow from operating activities                                            8         57.8         46.8
Returns on investments and servicing of                                          9        (3.0)        (1.4)
Taxation                                                                                 (10.4)       (10.6)
Capital expenditure                                                              9       (10.8)       (11.1)
Equity dividends paid                                                                    (10.2)            -

Cash inflow before financing                                                               23.4         23.7

Financing                                                                        9       (20.5)        (8.1)

Increase in cash in the year                                                                2.9         15.6

Reconciliation of net cash flow to movement in net debt

                                                                    Note                 2002        2001
                                                                                           £m          £m

Increase in cash in the year                                                              2.9        15.6
Decrease in debt and lease financing                                                     20.5        12.9

Change in net debt resulting from cash                                                   23.4        28.5
New finance leases                                                                      (0.6)       (0.5)
Balances transferred on demerger from amounts due to                                        -        52.6
Uniq plc, to the pension and insurance provisions and
tax creditor

Movement in net debt in the year                                                         22.8        80.6
Net debt at the start of the year                                                      (49.8)     (130.4)

Net debt at the end of the year                                     10                 (27.0)      (49.8)

Reconciliation of movements in shareholders' funds

                                             Group                       Company
                                                       2002         2001            2002         2001
                                                         £m           £m              £m           £m

Profit for the financial year                          22.0         18.9            15.1            -
Dividends                                            (10.9)        (6.6)          (10.9)            -

                                                       11.1         12.3             4.2            -
Capital contribution from Uniq plc                        -          4.8               -            -

Net addition to shareholders' funds                    11.1         17.1             4.2            -
Opening shareholders' funds                           (2.4)       (19.5)               -            -

Closing shareholders' funds                             8.7        (2.4)             4.2            -


1              Financial information

The financial information set out in this preliminary announcement does not
constitute Wincanton plc's statutory accounts for the years ended 31 March 2002
and 31 March 2001.  Statutory accounts for the year ended 31 March 2002 will be
delivered to the Registrar of Companies following the Company's Annual General
Meeting.  The Auditors have reported on those accounts; their report was
unqualified and did not contain a statement under section 237 (2) or (3) of the
Companies Act 1985.  The financial information is presented in accordance with
the principles of merger accounting as if the current Group structure had
existed throughout the entire current and comparative financial year.  In
respect of the year ended 31 March 2001, Wincanton plc was not part of the
Wincanton group of companies and accordingly statutory consolidated accounts for
Wincanton plc were not prepared.

2      Basis of preparation

The financial information contained in the preliminary announcement has been
prepared on the basis of the accounting policies set out in the Group's audited
financial statements for the year ended 31 March 2002.

The unaudited comparative pro forma profit and loss account set out on page 7
incorporates adjustments principally designed to illustrate the impact of
financing costs and hence profit for the year, had the debt assumed at demerger
been the basis of Group funding throughout the year to 31 March 2001.

These adjustments are summarised below:

                                                                                  Year ended
                                                                               31 March 2001

Profit for the year                                                                     18.9
Less:  Additional pro forma finance costs                                              (3.7)
Taxation impact of  above                                                                1.1

Pro forma profit for the year                                                           16.3

3                     Segmental information

                                                                    Turnover           Operating Profit
                                                               2002        2001         2002       2001
                                                                 £m          £m           £m         £m

Consumer Logistics                                            403.5       391.6         11.8       11.6

Industrial Logistics                                          342.1       330.2         17.9       15.2

                                                              745.6       721.8         29.7       26.8

Pension credit                                                                           4.8        4.8

Operating profit before exceptional operating costs                                     34.5      31.6
Exceptional operating costs                                                            (0.4)      (3.3)

Operating profit after pension credit and exceptional                                   34.1       28.3
operating costs

Profit on disposal of a surplus property                                                 0.6          -

Profit on ordinary activities before interest                                           34.7      28.3

Consumer Logistics                                                                      13.4      12.3
Industrial Logistics                                                                    21.3       16.0

All activities are within the geographical area of the UK and Eire.  The pension
credit above is the variation credit to the regular cost arising under SSAP 24 '
Accounting for Pension Costs'.

Notes to the accounts (continued)
                                                                                            Net assets
                                                                                            2002        2001

                                                                                              £m          £m
Consumer Logistics                                                                          24.3        34.6
Industrial Logistics                                                                        88.2        92.7

Capital employed                                                                           112.5       127.3
Non-operating net liabilities                                                            (103.8)     (129.7)

Net assets                                                                                   8.7       (2.4)

Non-operating net liabilities comprise net debt, taxation and dividend
liabilities and pension and insurance provisions.

4              Exceptional items
                                                                                      2002          2001
                                                                                        £m            £m
Operating exceptional items
Closure of Chippenham consolidation depot                                            (0.4)         (1.5)
Reorganisation of operating structure                                                    -         (1.8)

                                                                                     (0.4)         (3.3)

Non-operating exceptional items
Profit on disposal of a surplus property                                               0.6             -

Net exceptional items                                                                  0.2         (3.3)

5              Taxation

                                                      2002            2002            2001            2001
                                                        £m              £m              £m              £m
UK corporation tax
Current tax on income for the year                     7.7                             7.9
Adjustments in respect of prior years                  1.7                               -

                                                                       9.4                             7.9
Deferred tax
Current year                                           1.3                             0.3
Adjustments in respect of prior years                (1.9)                               -

                                                                      (0.6)                            0.3

Tax on profit on ordinary activities                                   8.8                             8.2

The following table reconciles the tax charge at the UK standard rate to the
actual tax charge :

                                                                                        2002            2001
                                                                                          £m              £m

Profit on ordinary activities before tax                                                30.8            27.1

Tax charge at UK standard rate (30%)                                                     9.2             8.1
Permanent differences         -     disallowable expenditure                               -             0.1
                              -     non taxable gain                                    (0.2)               -
Temporary differences         -     movement on accelerated capital                      0.6             (0.1)
                              -     other                                               (1.9)            (0.2)
Adjustments in respect of prior years                                                    1.7                -

Current tax charge for the year                                                          9.4              7.9

Notes to the accounts (continued)

6              Dividends

                                                                                  Unaudited    Pre-demerger
                                                                                  pro forma        basis as
                                                                       2002            2001            2001
                                                                         £m              £m              £m
Equity shares:
Interim dividend paid                                                   3.6             3.4               -
Interim dividend proposed                                                 -               -             1.3
Final dividend proposed                                                 7.3             6.9             5.3

                                                                       10.9            10.3             6.6

A final dividend of 6.3p per Wincanton share is proposed to be paid on 7 August
2002 to shareholders on the register at 12 July 2002.

An interim dividend of 3.15p per Wincanton share was paid on 9 January 2002 to
shareholders on the register at 7 December 2001.

The pro forma total dividend for the year ended 31 March 2001 was 9p per
Wincanton share, being £10.3 million in total based on the 114.7 million shares
in issue.  For comparative purposes the total is shown split between interim and
final dividends in the same ratio as the current year actuals.

The reported dividend of £6.6 million for the year ended 31 March 2001 is the
aggregate of a dividend of 1.2p per Wincanton share paid to Uniq plc on 17 May
2001 as part of the settlement of intra-group borrowings and a final dividend of
4.6p per Wincanton share paid to shareholders on 3 August 2001.

7      Earnings per share

Earnings per share are calculated on the basis of earnings of £22.0 million
(2001: £18.9 million) and the weighted average of 114.7 million Wincanton shares
which were issued at the Demerger from Uniq plc.  The diluted earnings per share
for 2002 are calculated on the basis of an additional 0.7 million shares deemed
to be issued at nil consideration under the Company's share option schemes.

Two further adjusted earnings per share numbers are shown, being earnings before
exceptional items and earnings before exceptional items and pension credit,
since the Directors consider that they provide further information on the
underlying performance of the Group.  Adjusted earnings are as follows:

                                                                                   Unaudited    Pre-demerger
                                                                                   pro forma        as basis
                                                                          2002          2001            2001
                                                                            £m            £m              £m

Profit for the financial year                                             22.0          16.3            18.9
Exceptional items                                                        (0.2)           3.3             3.3
Tax on exceptional items                                                 (0.1)         (1.0)           (1.0)

Earnings before exceptional items and related tax                         21.7          18.6            21.2

Pension credit                                                           (4.8)         (4.8)           (4.8)
Tax on pension credit                                                      1.4           1.4             1.4

Earnings before exceptional items, pension credit and related             18.3          15.2            17.8

Notes to the accounts (continued)

8      Reconciliation of operating profit to operating cash flows

                                                                                          2002        2001
                                                                                            £m          £m

Operating profit                                                                          34.1        28.3
Depreciation                                                                              24.8        25.9
Decrease/(increase) in stocks                                                              0.2       (0.7)
Increase in debtors                                                                      (9.4)      (11.6)
Increase in creditors                                                                     13.0         5.5
Decrease in provisions                                                                   (4.9)       (0.9)
Loss on sale of fixed assets                                                                 -         0.3

Net cash inflow from operating activities                                                57.8        46.8

The operating cash flows include an outflow of  £2.7 million (2001 : £0.8
million)  in respect of exceptional costs.

9      Analysis of cash flows
                                                                2002         2002         2001         2001
                                                                  £m           £m           £m           £m

Returns on investments and servicing of finance
Interest received                                                0.8                         -
Interest paid                                                  (3.6)                     (1.1)
Interest element of finance lease rental payments              (0.2)                     (0.3)

                                                                            (3.0)                     (1.4)

Capital expenditure
Purchase of tangible assets                                   (14.7)                    (22.1)
Sale of tangible assets                                          3.9                      11.0

                                                                           (10.8)                    (11.1)

Decrease in borrowings                                        (18.9)                    (11.1)
Capital element of finance lease rental payments               (1.6)                     (1.8)
Capital contribution received from Uniq plc                        -                       4.8

                                                                           (20.5)                     (8.1)

10   Analysis of net debt

                                                        At beginning    Cash flow    Other non    At end of
                                                        of year                   cash changes          year
                                                                  £m           £m           £m           £m

Cash at bank and in hand *                                      15.7          2.9            -         18.6
Debt due within one year                                           -       (13.1)            -       (13.1)
Debt due after one year                                       (62.0)         32.0            -       (30.0)
Finance leases                                                 (3.5)          1.6        (0.6)        (2.5)

Total                                                         (49.8)         23.4        (0.6)       (27.0)

During the year the Group entered into finance lease arrangements in respect of
assets with a capital value at the inception of the leases of £0.6 million
(2001: £0.5 million).

* primarily cash deposits held by Risk Underwriting (Guernsey) Limited, a
wholly-owned insurance subsidiary company.

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