SABMiller 2013 Annual Report

SABMiller plc
Annual Report 2013

Local knowledge, global strength
Further information
Go online for more details
This report covers the nancial year ended
31March 2013. It is also available on our
website as a downloadable PDF
www.sabmiller.com/annualreport
For more detailed information about
SABMiller please refer to our website
www.sabmiller.com/investors
Group revenue
a
+10%
2013: US$34,487m
2012: US$31,388m
Revenue
b
+7%
2013: US$23,213m
2012: US$21,760m
Lager volumes
+6%
2013: 242m hectolitres
2012: 229m hectolitres
EBITA
c
+14%
2013: US$6,421m
2012: US$5,634m
EBITA margin progression
+70 bps
2013: 18.6%
2012: 17.9%
Prot before tax
16%
2013: US$4,712m
2012: US$5,603m
Adjusted EPS
d
+11%
2013: 238.7 US cents
2012: 214.8 US cents
Dividends per share
e
+11%
2013: 101.0 US cents
2012: 91.0 US cents
Water usage
8%
2013: [3.7] hl/hl
2012: 4.0 hl/hl
Net debt
f
12%
2013: US$15,701m
2012: US$17,862m
Free cash ow
g
+6%
2013: US$3,230m
2012: US$3,048m
Total Shareholder Return
h
+216%
Peer median: 76%
a
Group revenue includes the attributable share of associates
and joint ventures revenue of US$11,274 million (2012:
US$9,628 million).
b
Revenue excludes the attributable share of associates and
joint ventures revenue.
c
Note 2 to the consolidated nancial statements provides
areconciliation of operating prot to EBITA which is dened as
operating prot before exceptional items and amortisation of
intangible assets (excluding computer software) and includes
the groups share of associates and joint ventures operating
prot, on a similar basis. Asnoted in the Chief Financial
Ofcers review, EBITA isused throughout this report.
d
A reconciliation of adjusted earnings to the statutory measure
of prot attributable to owners of the parent is provided in note
8 to the consolidated nancial statements.
e
2013 nal dividend is subject to shareholder approval at the
annual general meeting.
f
Net debt comprises gross debt (including borrowings,
borrowings-related derivative nancial instruments, overdrafts
and nance leases) net of cash and cash equivalents (excluding
overdrafts). An analysis of net debtisprovided in note 27c to
the consolidated nancialstatements.
g
Note 27b to the consolidated nancial statements provides a
reconciliation of net cash from operating activities to free cash ow.
h
Total Shareholder Return (TSR) is shown as the percentage
growth in our TSR over the ve years to 31 March 2013.
Performance highlights
Strong revenue and earnings growth
SABMiller plc is one of the worlds leading
brewers with more than 200 beer brands and
some 70,000 employees in over 75 countries.
SABMiller plc Annual Report 2013
Contents
Whats inside
Overview
2 Our business in brief
4 Group at a glance
Business review
5 Global beer market trends
6 Acting Chairmans statement
10 Chief Executives review
14 How we create long-term
sustainable value
15 Key performance indicators
16 Principal risks
18 Operations review
18 Latin America
21 Europe
24 North America
27 Africa
30 Asia Pacic
33 South Africa: Beverages
South Africa: Hotels and Gaming
36 Chief Financial Ofcers review
44 Sustainable development
48 People
Governance
50 Board of directors
52 Executive committee
53 Directors report
57 Corporate governance
66 Directors remuneration report
Financial statements
86 Statement of directors responsibilities
inrespect of the consolidated nancial
statements
87 Independent auditors report to the
members of SABMiller plc on the
consolidated nancial statements
88 Consolidated income statement
89 Consolidated statement of
comprehensive income
90 Consolidated balance sheet
91 Consolidated cash ow statement
92 Consolidated statement of changes
inequity
93 Notes to the consolidated nancial
statements
165 Statement of directors responsibilities
inrespect of the company nancial
statements
166 Independent auditors report to the
members of SABMiller plc on the
company nancial statements
167 Balance sheet of SABMiller plc
168 Notes to the company nancial
statements
178 Five-year nancial review
180 Denitions
Shareholder information
182 Ordinary shareholding analyses
183 Shareholders diary
184 Administration
IBC Cautionary statement
19
4
32
26
35
SABMiller plc Annual Report 2013 1
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Our business in brief
Local knowledge driving global strength
A strategy that consistently delivers
SABMiller has become a global leader by doing business locally,
producing high quality products as efciently and sustainably as
possible across a mix of developed and developing markets.
Built on our brands and a passion for beer
Informed by deep local market insights, we invest in building
andnurturing local beer brands which earn the long-term
supportand affection of our customers and consumers.
Our vision
To be the most admired company
inthe global beer industry.
Local
knowledge
The physical characteristics of beer,
a perishable product that is bulky
totransport, dictate that brewing is
apredominantly local enterprise
around the world. International
brands comprise only a small
proportion of global beer volumes,
and the growth of craft beers in
many developed markets indicates
that interest in local brands is on the
rise. At SABMiller we understand and
celebrate the inherently local qualities
of the beer industry, nurturing and
developing brands that address the
specic tastes of consumers which
are often unique to their location,
reecting their heritage, nationality
orcultural identity.
Our mission
To own and nurture local and
international brands that are the
rstchoice of the consumer.
Our values
Our people are our enduring
advantage.
Accountability is clear and
personal.
We work and win in teams.
We understand and respect
ourcustomers and consumers.
Our reputation is indivisible.
Our strategic
priorities
Creating a balanced and attractive
global spread of businesses.
Developing strong, relevant brand
portfolios that win in the local
market.
Constantly raising the protability
of local businesses, sustainably.
Leveraging our skills and global
scale.
Global
strength
Our local approach to brand
management does not preclude
aglobal approach to generating
theefciencies necessary to invest
for growth and local competitive
advantage. We routinely test, update
and reapply global standards and
best practice across a range of
disciplines, from technical standards
and distribution, to marketing, sales,
nance and people management.
For more information on our strategic priorities and
howwemeasure against them, see page 15.
For more information on the performance of our brands,
see pages 18 to 35.
2 SABMiller plc Annual Report 2013
Delivering strong revenue and earnings
growth in 2013
Investment in additional production capacity, commercial
capability and distribution reach supported strong growth in
ourdeveloping markets, while a focus on operating efciencies
helped us achieve growth in prot margins. Total beverage
volumes grew by 7% to 306 million hectolitres, with lager volumes
up 6% and soft drinks volumes up 15%.
Creating long-term sustainable value
We generate value by establishing leading positions in
strategically attractive markets that offer long-term growth
opportunities, building and sustaining successful local brands
aspart of comprehensive portfolios. We maximise the efciency
of our businesses and utilise our extensive local supply chains
toensure that the communities in which we operate participate
inour growth and development.
Operational
highlights
Reported group revenue growth
of10% with organic, constant
currency group revenue up 7%.
Group revenue per hectolitre (hl)
up3% on an organic, constant
currency basis.
Lager volumes rose 3% on an
organic basis with growth in all
divisions except North America.
Organic, constant currency EBITA
growth of 9%, with reported EBITA
growth of 14%, reecting the
inclusion of Fosters and other
business combinations, partially
offset by adverse currency
movements.
EBITA margin improvement of 70
basis points (bps) to 18.6%, with
organic, constant currency EBITA
margin improvement of 40 bps.
Progress with the Fosters
integration and synergies remains
ahead of schedule, with lager
volume growth in the continuing
brand portfolio in the fourth quarter
versus the prior year.
Adjusted earnings up 12%,
withadjusted EPS up 11%
to238.7UScents per share.
Declines in prot before tax and
prot attributable to owners of the
parent reect exceptional non-cash
gains reported last year.
Understanding
consumer
tastes
We build long-term value by ensuring
that our brands maintain a continuous
connection and relevance to their
target consumers, supported by
innovation within the beer category
todevelop new products, brands,
packs and price points to meet the
evolving expectations of consumers,
wholesalers and our retail partners.
Building
theright
partnerships
From strategic alliances that span
continents, to individual relationships
with corner-shop retailers, our ability
to build and sustain long-term
partnerships is a core strength of the
business. At the local level we are
engaged in a shared endeavour with
governments, distributors, retailers,
suppliers and the community at large
to support the social and economic
development of the countries in
which we operate.
For more information on our nancial performance,
seepages 36 to 43.
For more information on how we create long-term
sustainable value, see pages 14 and 44 to 47.
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Group at a glance
A balanced spread of businesses
Latin America
32% contribution to group EBITA
1
Regional ofce: Miami, USA
Our primary brewing and beverage
operations cover six countries across
South and Central America
(Colombia, Ecuador, El Salvador,
Honduras, Panama and Peru).
In each of these countries, we are the
number one brewer by market share.
We are also the third largest brewer
inArgentina, and we export to Bolivia,
Chile and Paraguay.
We bottle soft drinks for The
Coca-Cola Company in El Salvador
and Honduras, and for Pepsico
International in Panama.
For more information see page 18.
Europe
1
Regional ofce: Zug, Switzerland
Our primary brewing operations cover
eight countries the Czech Republic,
Hungary, Italy, Poland, Romania,
Slovakia, Spain (Canary Islands) and
the Netherlands.
In the majority of these countries,
weare the number one or two brewer
by market share.
A further 16 countries including
Russia, Turkey and the Ukraine are
covered in a strategic alliance with
Anadolu Efes through brewing, soft
drinks or export operations.
We export signicant volumes to
afurther seven European markets,
ofwhich the largest are the UK
andGermany.
North America
1
Regional ofce: Chicago, USA
MillerCoors is a joint venture with
Molson Coors Brewing Company,
formed in 2008 by bringing together
the US and Puerto Rican operations
of both groups.
Headquartered in Chicago,
MillerCoors is the second largest
brewer in the USA, with 29% of the
beer market.
Our wholly owned Miller Brewing
International business is based in
Milwaukee, USA and exports our
brands to Canada and Mexico and
throughout the Americas.
Africa
1
Regional ofce: Johannesburg,
SouthAfrica
Our brewing and beverage operations
in Africa cover 15 countries. A further
21 are covered through a strategic
alliance with the Castel group and we
also have an associated undertaking
in Zimbabwe.
In most of these countries we are the
number one brewer by market share.
We bottle soft drinks for The
Coca-Cola Company in 20 of our
African markets (in alliance with Castel
in 14 of these markets).
Asia Pacic
1

Regional ofce: Hong Kong
CR Snow, our partnership with
ChinaResources Enterprise, Limited,
is the largest brewer in China.
Carlton & United Breweries
2
(CUB)
isa leading Australian brewer, which
we acquired in December 2011.
We are the second largest brewer
inIndia.
We have an operation in Vietnam
andwe export to various markets
including South Korea and Singapore.
South Africa
1
Regional ofce: Johannesburg,
SouthAfrica
The South African Breweries (Pty) Ltd
(SAB) is South Africas leading
producer and distributor of lager
andsoft drinks.
It also exports brands for distribution
across Namibia.
Our soft drinks division is South
Africas leading bottler of products
forThe Coca-Cola Company.
We have hotel and gaming interests
through our associate, Tsogo Sun
Holdings Ltd, the largest hotel and
gaming group in South Africa.
1
Excluding corporate costs.
2
Carlton & United Breweries is the Australian beverage business of Fosters.
Trends in 2012/2013
Developing markets remain the engine of
volume growth for the global beer industry.
Per capita alcohol consumption continues
torise as disposable incomes increase and
consumers trade up from informal alcohol
(often spirits) to professionally brewed beer.
The result is strong volume growth in
Africa,Asia and Latin America. In contrast,
consumption in Western Europe continues
toslide.
There has been an increasing realisation that
not all developing markets are equally
attractive. Industry structures vary widely from
country to country, with African and Latin
American markets being in general much
more concentrated, putting them in the global
sweet spot of combining strong long-term
volume growth and high EBIT
1
margins.
As well as trading up into beer, consumers
are trading up within the beer category.
Localpremium brands increased their share
in developing markets with international
premium brands often growing just as
strongly, albeit from a lower base. This trend
is also clear in mature markets such as the
USA where premium imports and craft beers
continued to strongly outperform mainstream
beer. Even in the declining UK beer market,
the premium brand segment has done well
and gained share.
One feature of mature markets is that the
premium segment tends to fragment over
time as consumers seek a broader repertoire
of brands hence the growing popularity of
local premium, imported and local craft beers.
Industry consolidation has continued apace.
ABInBev announced the intended acquisition
of the Mexican brewer, Grupo Modelo.
Heineken completed the acquisition of
AsiaPacic Breweries and Molson Coors
acquired StarBev in Central and Eastern
Europe. CRSnow (SABMillers joint venture
with CRE) announced the intended
acquisition of Kingway Brewery in China.
The debate continues about the long-term
prot prospects for China, the worlds
biggest beer market by far in volume terms.
Growth remains strong, as does the potential
for future growth. That said, unit pricing and
margins are still extremely low. All the big
fourbrewers have embarked on regional
expansion, both organic and through
acquisition, increasing their collective share of
the market at the expense of smaller players.
CR Snow remains the clear leader by volume.
Industry consolidation has left many
companies with fragmented IT and back-
ofce systems, presenting opportunities to
improve global efciency without losing local
exibility. Three of the four major global
brewers SABMiller, Heineken and Carlsberg
are currently carrying out programmes to
restructure and cut costs.
New developments
With unemployment falling among key
sections of the population, the US beer
market appeared to turn the corner with
1.1% volume growth, making 2012 the
rstgrowth year since 2008.
At the same time global commodity
pressures started to ease. Although grain
markets remain volatile with extreme
weather affecting the price of wheat and
corn, barley markets improved after better
harvests in Western Europe. In addition,
the spot price of aluminium fell sharply.
Outlook
The beer category remains a very attractive
long-term investment opportunity.
European large cap brewers outperformed
the stock market, as measured by the MSCI
Europe index, by 24% in 2012, following an
average 11% outperformance every year for
the last 10 years.
Prospects for future growth remain strong
with volume growth primarily driven by
developing markets. In developed markets
the focus will be on premium brands, new
variants and pricing. Together with increasing
economies of scale and efciency savings,
these trends should ensure steady margin
expansion and strong cash ow.
Leading beverage analyst
Global beer market trends
Developing markets continue to grow

Regional beer volume growth vs. EBIT
1
margin
Western
Europe
North
America Africa
C&E
Europe Asia
Pacic
2
0
%
5
%
0% Regional Volume CAGR (2001-11)
%

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3%
C&S
America
Source: Company data, Plato, Bernstein Research.
1
Normalised EBIT margin is dened as EBIT adjusted for exceptional items.
European large cap brewers relative performance vs. MSCI
2
Europe
2001 2002
2003
2004
2005
2006 2007
2008
2009 2010 2011 2012
8%
17%
-21%
12%
-3%
16%
17%
-6%
65%
20%
7%
24%
Source: Bloomberg. Note: European large cap brewers include AB InBev, Carlsberg,
Heineken and SABMiller. Scottish & Newcastle is included for the period 2001-2007.
2
The MSCI Europe Index is a free oat-adjusted market capitalisation weighted index,
designed to measure the equity market performance of 16 developed markets in Europe.
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I am delighted to report another year of strong
nancial performance, led by our developing
market operations in Latin America, Africa,
Asia Pacic and South Africa.
Acting Chairmans statement
John Manser
Acting Chairman
Dear Shareholder
It is with sadness that, in my current role as
acting Chairman, I am delivering this years
opening statement on behalf of Graham
Mackay, who is currently on leave of absence
for medical reasons. Graham has led
SABMiller with great acuity, dedication and
integrity over the last 16 years, and our
thoughts are with him and his family at this
difcult time.
Results and dividend
I am delighted to report another year
ofstrong nancial performance, led by
ourdeveloping market operations in
LatinAmerica, Africa, Asia Pacic and
SouthAfrica.
Including acquisitions and the effects of
currency translation, group revenue grew by
10% (7% on an organic, constant currency
basis) following selective price increases and
the further expansion of our brand portfolios
to offer a wider choice of products at
different prices. Currency movements had
anadverse impact of ve percentage points
on group revenue growth, mainly due to the
weakening of the South African rand and
Central European currencies against the US
dollar. Beverage volumes totalled 306 million
hectolitres, up 7% with lager volumes up 6%
and soft drinks volumes up 15%.
Reported earnings before interest, tax,
amortisation and exceptional items (EBITA)
grew by 14% (9% on an organic, constant
currency basis), reecting the benecial
impact of the Fosters acquisition. Reported
EBITA margin was 70 basis points ahead of
the prior year at 18.6%. Raw material input
costs rose in line with expectations by mid
single digits due to higher commodity costs,
partially offset by procurement and other
savings. Fixed costs increased due to
ination and investments in new production
capacity in some markets, although again
these were partially offset by efciency
savings elsewhere. Prot before tax declined
16% to US$4,712 million, principally reecting
the inclusion of signicant non-cash
exceptional gains on transactions in the prior
year. Adjusted earnings were 12% higher
than the prior year and adjusted earnings
pershare were up 11% to 238.7 US cents.
Capital expenditure for the year was
US$1,479 million as we continued to invest
inadditional capacity, commissioning new
breweries in Zambia, Nigeria and Uganda
while extending existing facilities elsewhere.
Free cash ow was US$3,230 million, an
increase of US$182 million compared with
the prior year. Net debt fell by US$2,161
million, ending the year at US$15,701 million.
The groups gearing ratio as at 31 March 2013
was 57.2%.
The board has recommended a nal dividend
of 77 US cents per share which will be paid
to shareholders on 23 August 2013. This
brings the total dividend for the year to 101
US cents per share, an increase of 11% over
the prior year.
A past that prepares us for the future
In acknowledging Graham Mackays nal
year in an executive capacity, I offer my own
perspective on the groups achievements,
strengths and prospects, in the context of
our recent history and the dramatic evolution
of the brewing sector during Grahams
management career here.
That SABMiller should emerge from modest
beginnings in South Africa to become a
leading global consumer products company
is a remarkable achievement. It is still more
remarkable when one considers the
considerable obstacles it has overcome as
part of that journey. In its early days, South
African Breweries posed little challenge to
the established giants of European and US
brewing. The industry was more collaborative
than is the case today and the business was
able to learn from other companies, quietly
developing the core skills in brewing and
brand building that form the basis of the
strong operating culture for which SABMiller
is rightly known.
In 1989, however, the break up of the
Sovietbloc provided the catalyst for the
consolidation of the brewing industry and the
creation of a global industry. Brewing assets
that had long been neglected by indifferent
government owners were now suddenly
available to buy. South African Breweries,
which had already participated in government
privatisations in southern Africa, seized the
opportunity to break out of the continent
andbegin expanding into Asia, and Central
and Eastern Europe.
Our strategy at the time was to acquire
brewing assets that had typically been poorly
run and to apply the world-class operational
skills we had learned to improve the
performance, quality and image of their
beers. Initial forays were also driven by a
desire to acquire a portfolio of international
brands that could compete on the world
stage. Perversely, it was the process of
evaluating brands for international expansion
and more often than not rejecting them
that reinforced our respect for the local
nature of beer.
Our local approach
This belief, that beer remains in essence
alocal product, rooted in the heritage and
culture of particular places or communities,
now sets us apart from our major competitors
and informs much of our attitude to brand
management. Instead of applying a one-size-
ts-all approach, we aim to develop full brand
portfolios in each of our markets, informed by
a deep appreciation for local consumer
tastes across a spectrum of prices and
drinking occasions. And far from inexorably
becoming more global over time, the rise of
the craft beer segment in the USA, Europe
and Australia would suggest that, if anything,
beer is becoming more local than ever.
This belief, that beer remains
in essence a local product,
rooted in the heritage and
culture of particular places
or communities, now sets
us apartfrom our major
competitors and informs
much of our attitude to brand
management.
In the core mainstream beer segment,
wevebecome expert at taking undiscovered
local brands and turning them into national
champions. In Europe, many of our now
iconic national brands began life in much less
glamorous circumstances. In Latin America,
following acquisitions in Central America in
2001 and South America in 2005, we have
transformed the image of the beer category
in our markets, improving quality and
differentiating our products by package, price
and position. And in China, our joint venture
has established the Snow brand, originally
from Manchuria, as both the countrys rst
national beer and now the largest beer brand
in the world by volume.
In the USA, following the merger with Miller
Brewing Company in 2002, we rened and
adapted our skills to succeed in the worlds
most competitive and sophisticated consumer
market, gaining brands which are now part
ofan increasingly successful international
premium portfolio.
The premiumisation of the beer category
isatrend we are now leading in many of
ourdeveloping markets, establishing local
premium beers that trade on national pride
and offer affordable luxury to consumers
looking to trade up. At the lower end of the
price ladder, particularly in Africa, we have
set out to compete with informal alcohol
through the development of affordable beers
made from locally available ingredients.
Westarted with the sorghum-based Eagle
Lager in Uganda and subsequently launched
two new cassava beers in Mozambique and
Ghana. While these products open up new
markets for us, they also provide a new
income stream for farmers previously working
at subsistence level and create a new source
of revenue for governments.
Management and organisation
The spirit and attitude formed by the
business in those early years was manifest
inan energy and restlessness that has
sincebecome the basis for a formidable
performance management culture. Explicitly
goal-oriented with a high degree of personal
accountability, the business developed a
cadre of exceptional senior managers, many
of whom I am delighted to say remain with
ustoday. This highly mobile workforce has
repeatedly demonstrated its ability to turn
around underperforming businesses, cutting
costs and driving top line growth. This
experience is now proving invaluable again
as we look to grow our operations in Australia
following the acquisition of the Fosters
business in late 2011.
The business today
The result, today, is an attractive spread of
businesses well balanced globally in terms
of sales volumes, revenues and EBITA,
spanning both developed and developing
economies and advantageously exposed
togrowth markets. We also enjoy valuable
partnerships with the Castel group in Africa,
China Resources Enterprises in China,
Anadolu Efes in Turkey and the former Soviet
Union and The Coca-Cola Company for whom
were the leading bottler in Africa and Central
America. We continue to be a leader in our
sector in terms of our brand management, our
approach to sustainability and our commitment
to market our products responsibly in every
country in which we operate.
Castle Lager
growing across Africa
Castle Lager, a brand
synonymous with SABMillers
heritage in South Africa,
posted its second year of
double digit growth driven
by strong trade execution,
demonstrating that even a
brand with over 100 years
ofsales behind it can remain
relevant to a new generation
of consumers. The brand
is also now establishing
a powerful position as a
regional brand across the
restof Africa.
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Acting Chairmans statement
continued
Corporate governance
The corporate governance update on
pages57 to 65 of this report provides
adetailed description of the directors
approach to corporate governance, the
boards application of the UK Corporate
Governance Code and the role and
effectiveness of the board.
The annual appraisal of the effectiveness of
our board and its committees, as well as the
annual evaluation of each individual directors
contribution and performance for the year,
assumed particular importance this year in
light of the succession arrangements which
we implemented last year, summarised
below. In my view, the board and its
committees continue to operate effectively
and to meet in full their obligations to support
management, to monitor performance and
tomaintain the boards strategic oversight.
Nevertheless, neither I as acting Chairman,
nor the directors collectively, are complacent
about matters of corporate governance.
Where we have elected not to apply certain
provisions of the Code, we have done so
because we believe this to be in the best
interests of shareholders as a whole, and
theresults we have delivered to date do not
seem to us to indicate that these decisions
have adversely impacted the performance
ofthe group.
Having decided that a year characterised
bychange and transition was not the right
year to undertake an external evaluation of
our boards effectiveness, we conducted
arigorous and extensive internal review of
performance this year, ably orchestrated by
our Company Secretary. The results of this
performance and effectiveness assessment
were reviewed in full and approved by the
board. Matters identied as requiring further
consideration have been addressed,
including changing the frequency and
lengthof board meetings to ensure more
regular meetings with additional time to
discuss group strategy, senior executive
succession planning and the groups talent
pipeline below the executive committee level.
We have also taken steps to hold additional
board meetings in countries where the group
has operations. These will enable the board
to conduct more detailed occasional reviews
of country and regional performance and to
hold regular pre-board meeting events at
which non-executive directors have the
opportunity to meet more frequently with
other members of senior management as
well as executive committee members.
Succession
Turning to succession and change, we
announced in April 2012 that Meyer Kahn
would retire as Chairman after the Annual
General Meeting in July 2012, and that
Graham Mackay would be appointed as
Executive Chairman for an interim period
ofone year. At this time we also said that
Graham would hand over executive
responsibilities to Alan Clark as our new
Chief Executive after this years AGM in
July2013, when Graham would become
non-executive Chairman. Although the UK
Corporate Governance Code recommends
that a chief executive should not go on to
become chairman of the same company,
theboard determined that these changes
were in the best interests of SABMiller and
itsshareholders. The decision had the
strongbacking of our shareholders and
wasmade after discussions with major
institutional investors. At the same time
weannounced anumber of other board
andexecutive succession changes, with
RobPieterse also retiring from the board.
I am glad to say that these changes, and
ourexplanations for them, were welcomed
bythe overwhelming majority of shareholders.
The explanation for our decision was even
cited by the Association of British Insurers, in
a report in December 2012 on the adequacy
of companies explanations for not applying
the UK Corporate Governance Code under
the comply or explain principle, as a best
practice example. The board approved
detailed job specications setting out the
respective authorities and responsibilities of
the Executive Chairman and Chief Operating
Ofcer, and over the last year Graham and
Alan have worked together to prepare Alan
for the Chief Executive role and to effect a
staged handover of responsibilities to ensure
appropriate continuity in the management
ofthe group.
This served us in good stead, when in April
this year Graham was diagnosed with a brain
tumour. The board accordingly accelerated
Alans planned promotion to Chief Executive
with immediate effect while I stepped into the
breach as acting Chairman to allow Graham
medical leave of absence to focus on his
treatment. As the transition of management
responsibilities to Alan was already well
advanced, he has simply had to pick up the
remaining executive responsibilities a little
sooner than expected, with the full support
ofall of our colleagues on the executive
committee and the directors.
Last year we also reported our intention
toseek and appoint a new independent
non-executive director, with the expectation
that in due course he or she would replace
me as the senior independent director.
Wewere delighted to be able to announce
Guy Elliotts appointment to this role in
March2013. Guy is highly experienced
withastrong reputation as a seasoned
non-executive and business leader. He has
beenpart of the leadership team of Rio Tinto,
a global business working across both
emerging and developed markets, and has
deep experience of working through joint
ventures and partnerships all very pertinent
to our business structure as well as an
understanding of consumer-facing businesses
acquired during his time on the Cadbury
board. He will be an excellent addition to
ourboard, and his appointment reects our
continued commitment to the process of
progressive renewal of the board and the
independent directors in terms of age,
gender and balance of skills. With Guys
appointment effective on 1 July 2013, we will
have appointed six new independent non-
executive directors over the past ve years.
Share price performance
from 1 April 2010 to 23 May 2013 ( sterling)
Source: Factset and Datastream
as at 23 May 2013
Note: Share prices are rebased
to SABMiller; the International
Brewers Index charts the share
price progression of an index
of the companys closest peers
in the global brewing industry
Anheuser-Busch InBev, Carlsberg,
Heineken and Molson Coors,
relative to 1 April 2010. The index
is weighted relative to the market
capitalisation of the brewers as at
1 April 2010.
35
30
25
20
15
May 2013 Apr 2010 Oct 2010 Apr 2011 Oct 2011 Oct 2012 Apr 2012
International
Brewers Index +51.4%
FTSE 100 +16.6%
SABMiller +76.3%
Sadly, we also announced in April 2013
thatCyril Ramaphosa could not continue
asa director of SABMiller because of his
increasing public service commitments.
Cyrilhas served SABMiller with distinction
since his rst appointment as a director and
as acting chairman of our predecessor
company in South Africa in 1997. His wise
counsel, infectious good humour and deep
understanding will be sorely missed. The
directors are grateful to Cyril for his friendship
and dedication over many years of service.
On behalf of everyone at SABMiller, we wish
him every success in facing the challenges
ofhis new role.
Executive succession also continued apace
in the last year with the appointment of Sue
Clark, formerly Corporate Affairs Director,
asAlans successor in the role of Managing
Director of SABMiller Europe in June 2012.
Sue is making excellent progress, providing
strong leadership to the operation in a
challenging time for these economies.
InOctober we appointed Catherine May
asour new Corporate Affairs Director. With
her extensive international corporate affairs
and communications experience, having
previously held similar roles at Centrica and
Reed Elsevier, she is already making a major
contribution, leading the strong corporate
affairs function built up by Sue and
continuing to develop the critical capabilities
which help to grow our business sustainably
for the benet of all stakeholders.
In January 2013 Norman Adami was
promoted to the new role of Chairman,
SABMiller Beverages South Africa, to
assume overall strategic responsibility for
SABMillers beverage businesses in South
Africa. Norman had, for a number of years,
acted both as managing director of The
South African Breweries (Pty) Ltd and as
chairman of our other beverage interests in
South Africa. However, with the continuing
strategic importance of our operations
inSouth Africa, we decided to appoint
anewmanaging director to run the beer
business to enable Norman to play a more
strategic and inuential role in the further
development of our beverage businesses
inSouth Africa, as well as our developing
operations in Namibia.
Further board changes
We had previously announced that, barring
unforeseen circumstances, I was expected
toretire at theannual general meeting in
2014 and that Guy Elliott would replace me
as Deputy Chairman and Senior Independent
Director. In the light of Grahams illness, the
board is keeping the situation under review
pending the progress of his course of
treatment. Inthe meantime, I will continue
asacting Chairman, and an appropriate
announcement about the future will be made
as soon as any denitive decisions have been
taken. Taking account of my increased time
commitments and responsibilities as acting
Chairman, Mark Armour has agreed to the
boards request that he succeed me as
chairman of the audit committee, a year
earlier than planned.
Many of you have written to Graham
personally to send him your best wishes
andmessages of encouragement, and I
know he is very grateful to you all for your
support. He is inexpressibly proud of this
company and its people, of what we have
achieved together and the shape it is now
in.SABMiller has a strong management
teamwith considerable depth of talent
and a strong board with a number of
distinguished non-executive directors
whohave provided considerable continuity,
stability and experience over many years
ofgrowth. I am condent that under Alan
Clarks leadership the management team
willcontinue to grow our business and
delivervalue to shareholders. I hope that
youwill continue to give Alan and all of
myfellow directors your support.
John Manser
Acting Chairman
Transforming the
beer category in
Latin America
Since the acquisition of our
interests in South America in
2005, we have transformed
the image of the beer category
in our markets, driving the
development of new packs,
price points and brand
positions. Poker, which in
2006 was a regional brand in
Colombia with a market share
of 18%, is now the countrys
largest brand with a 42%
share of the beer category.
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Chief Executives review
With some 72% of EBITA coming from
developing markets, SABMiller continues
to enjoy the highest exposure of any
global brewer to a wide number of growth
opportunities in the beer industry.
Alan Clark
Chief Executive
In my new capacity as Chief Executive,
Iwould like to highlight the sadness shared
by all of us in the group at the news of
Graham Mackays illness, diagnosed in
April2013, and his subsequent decision
tostep down early as Executive Chairman.
Grahamscontribution to SABMillers
success is immeasurable, and I am sure
thatall the groups shareholders and
employees would join me in expressing our
deep gratitude for everything he has done
tomake SABMiller the resounding success
that it is today. The commitment, skill and
foresight with which he has led the business
since 1997 will remain an inspiration to a
newgeneration of SABMiller management.
Speaking personally, his energy, wise
counsel and good humour have greatly
enriched my working experience here.
Business performance
The group delivered another year of strong
nancial performance, with investment in
ourbrands, production capacity, product
innovation and trade execution capability
driving growth across a number of our
businesses. Group revenue rose by 7% on an
organic, constant currency basis, supported
by organic volume growth of 4% for total
beverages. Revenue per hectolitre rose by
3% on an organic, constant currency basis,
reecting selective price increases and a
continued focus on expanding our portfolios
up and down the price ladder. Operating
costs have been controlled despite signicant
commodity ination and currency headwinds,
contributing to a 70 basis point expansion on
a reported basis of the group EBITA margin
which was 18.6%.
With some 72% of EBITA coming from
developing markets, SABMiller continues
toenjoy the highest exposure of any global
brewer to a wide number of growth
opportunities in the beer industry. Although
underlying economic conditions have slowed
in some of those markets during the year,
most notably Latin America, South Africa
andChina, we believe the economic
fundamentals remain highly attractive over
the long term. SABMillers superior position
inthese markets reects the longstanding
commitment and investment made to
securing positions which are now deeply
rooted in local markets up and down the value
chain, from farming through to production,
distribution, retail and consumption. The
social and economic progress of the markets
in which we operate is therefore of direct
interest to us as we seek to grow our
business in a way which is sustainable both
locally and globally. The jobs we create, the
taxes we pay, the skills we impart and the
environmental footprint we leave affect not
just the communities we serve but our ability
to grow our businesses for the long term.
During the last nine months, while managing
the groups executive committee as Chief
Operating Ofcer, I have had the opportunity
to review our operations, partnerships,
brands and people. The experience has
beena powerful reminder of the strengths,
rigorously and consistently applied, that
underpin SABMillers successful operating
model. This approach is founded on deep
local insights, complemented by an increasingly
collaborative approach to codifying and
reapplying global best practice around the
group. As the nature of growth in our industry
changes over time however, our ability to
learn, adapt and deploy new knowledge
atspeed and with scale will require the
continual evolution of our approach and
business model.
Growing the core of our business with
mainstream beers
Earlier in this report, John Manser refers
toSABMillers core strength in cultivating
andsustaining agship mainstream lager
brands which remain faithful to their heritage
while also establishing new connections
andrelevance with todays consumer.
Thisstrength was notable in the year as
ourinsight into local retail and consumer
environments supported progress in
developed and developing markets alike.
In Latin America, for example, we have
beenworking hard to secure beers place
asthe leading alcohol choice, meeting the
aspirations of new consumers and enhancing
the affordability and accessibility of our
products and packs to suit different
occasions. As a result, we have seen growing
consumer loyalty to core brands such as
Cristal in Peru, Pilsener Light in Ecuador,
Pilsener in El Salvador and guila Light in
Colombia where an enhanced sales service
model, driven by centralised telesales and
dedicated account developers, helped
improve trade coverage and distribution.
In Australia, I am especially pleased with
theprogress we have achieved at Carlton &
United Breweries (CUB). This is discussed
inthe operations review for the Asia Pacic
region on page 30. Recent signs of
improvement in CUBs market share reect
better relationships with key retail partners,
the benets from restructuring our sales
forceand early results from repositioning
thebrand portfolio. This is exemplied by
theturnaround of Victoria Bitter which has
been returned to its original recipe and
relaunched into the market, reversing a
near-10 year negative trend.
Similarly in South Africa, Castle Lager,
abrand synonymous with our own history
and heritage, demonstrated that a beer with
more than 100 years of sales behind it can
be just as vital and relevant to an entirely new
generation of consumers, posting its second
successive year of double digit growth.
We are expanding our
innovation programmes to
address a wider range of styles
and price points, enabling
consumers rstly to trade more
easily out of informal alcohol
and then totrade up within a
more dynamic beer category.
Lastly, in difcult markets on both sides of
theAtlantic, our ability to drive top line growth
with established brands has been evident.
Inthe USA, Coors Light has become the
second largest beer brand in the country,
growing its share of the premium light
segment through the execution of a
successful sales and marketing strategy,
together with the consistent and powerful
realisation of its Refreshment as cold as
theRockies campaign. In Europe, agship
brands Tyskie in Poland and Timisoreana
inRomania increased volume and market
share, driven by innovations in products
andpacks together with strong sales and
marketing delivery.
Driving our premium portfolios
Consumer tastes continually evolve, and
newgenerations are now looking for premium
and craft beers which are both authentic
andclearly differentiated in their markets.
SABMiller has created and led this local
premium segment in many markets, a lead
which is now being secured as we do more
to develop the opportunity around the world.
In Latin America we reported encouraging
results from our premium portfolio, driven by
the strong performance of the Miller brand
range. In Panama, Miller Lite and Miller
Genuine Draft (MGD) enjoyed strong growth,
consolidating their leadership positions in
thepremium and super premium segments.
Similarly in Ecuador and El Salvador, our
localpremium brands, Club and Suprema
respectively, saw double digit growth from
the addition of the red beer variants, Club
Roja and Suprema Roja.
In response to the popularity of many
beersin the craft segment, MillerCoors
issuccessfully reorienting its portfolio to
increase its contribution from a more diverse
range of premium brands. Tenth and Blake,
the MillerCoors craft and imports business,
continued its strong performance driven by
Blue Moon, Peroni Nastro Azzurro and the
Leinenkugels brand family, which has had
notable success this year with Leinenkugels
Summer Shandy.
In Africa, too, we are catering for a new and
aspiring middle class with exciting premium
offerings. Castle Lite, featured on the front
ofthis report, generated exceptional volume
growth across our Africa division. In South
Africa the brand has doubled its sales in the
Expanding our
operations in Africa
We continue to invest in
new capacity across Africa
with the commissioning
of three new facilities in
Zambia (left), Uganda and
Nigeria. Inaddition, capacity
constraints were alleviated
through the expansion of
operations in Ghana, South
Sudan and Zimbabwe.
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Chief Executives review
continued
three years since its relaunch, leveraging
itshighly successful Extra Cold positioning
to account for more than 10% of the total
beer market.
Innovation and expanding
thebeercategory
From craft beers and ciders in the USA,
Europe and Australia, to beers brewed
withentirely new raw materials in Africa, we
are expanding our innovation programmes
toaddress a wider range of styles and
pricepoints, enabling consumers rstly
totrade more easily out of informal alcohol
andthen to trade up within a more dynamic
beer category.
In Europe, we have introduced a number
ofproduct innovations such as the Ksiaz
.
e ce
range of speciality beers in Poland, Fenix
wheat beer in the Czech Republic and
lower-alcohol Radlers or shandies in
Poland, the Czech Republic, Hungary
andSlovakia.
We launched our second African cassava-
based beer in Ghana during the year,
building on the success of the cassava-
based Impala brand which was launched
twoyears ago in Mozambique. Like Impala,
itoffers consumers an affordable alternative
to illicit or informal alcohol while directly
facilitating the development of a local
agricultural supply chain. This year,
ourAfrican division sourced 52% of its
agricultural raw materials from within
Africa,achieving its 2014 target of 50%
ayear aheadof schedule.
Our traditional African beer, Chibuku, is now
available in 10 markets with a new variant,
Chibuku Super, expanding the category and
geographic footprint of our more affordable
products still further. Similarly in Latin
America, we have continued the expansion
ofour bulk pack offerings, making beer
moreaffordable for low-income consumers
to share. An example is Pilsen Trujillo in
Peruwhich recorded double digit growth
bypersuading consumers to switch from
illegal alcohol.
MillerCoors now has a full pipeline of
innovations, illustrated by the launch of Redds
Apple Ale and Third Shift Amber Lager into
the above-premium segment this year.
Making good on our responsibilities
Combating the harmful use of alcohol and
related issues such as drink-driving or
underage drinking are important priorities for
us. In October 2012, in response to the call
by the World Health Organisation and its
member states in the WHOs Global Strategy
to Reduce the Harmful Use of Alcohol, we
signed a ve-year global action plan with
other leading beer, wine and spirits
companies to help reduce the harmful use
ofalcohol. We operate over 100 programmes
around the world to contribute to reducing
the harmful use of alcohol, often working
withlocal partners, governments, law
enforcement agencies and communities.
We play our part in tackling
theresource challenges
we jointly share with local
communities, such as water,
food and energy security.
Our approach to helping reduce alcohol
harmalso requires us to regularly review
ourcommercial governance practices to
ensure we are meeting societys expectations.
We believe that our policies on employee
behaviour, commercial communication and
product innovation are progressive and
industry-leading, as is our company-wide
education programme that reinforces our
beliefs in this important area.
We also play our part in tackling the resource
challenges we jointly share with local
communities, such as water, food and energy
security. We aim to run our breweries as
efciently as possible, and Im pleased to
report good progress against our water and
carbon reduction targets. In the year, our
water consumption per hl of lager produced
was 3.7 hl, an 8% reduction on the previous
year. Over the same period, our fossil fuel
emissions totalled 11.1 kgCO2e per hl of lager
produced, a year-on-year drop of 10%.
Businesses, governments and civil society
need to work in partnership to develop
practical, local solutions to manage scarce
resources. In areas where water security
presents a potential challenge to our
business, we are taking a leading role in
creating partnerships such as the Strategic
Water Partners Network in South Africa.
Investment
Capital expenditure for the year was
US$1,479 million as we continued to invest
selectively in support of future growth.
Newbreweries were commissioned in
Zambia, Nigeria and Uganda, with further
capacity expansion completed in Ghana
andSouth Sudan.
Through social investment programmes
which directly support the communities
wework in, we have helped entrepreneurs
establish thousands of new businesses and
grow to become successful job creators in
their own right. This year alone SABMiller
including our foundations invested
US$6 million in programmes to foster
entrepreneurial activity worldwide.
Well-crafted beers
Over the course of the year, comment and
debate about craft beer has intensied, driven
by consumers in more developed beer markets
expressing a preference for a wider range of tastes
and avours. The interest, passion and excitement
that craft beer brings to the category is something
we are enthusiastic supporters of, using the
opportunity ourselves to innovate with new styles
and recipes, demonstrating the pride and skill
that goes into our brewing. With the introduction
of avours such as honey, spices and fruits, we
are inspiring new rituals that lend themselves to a
different range of serving occasions or complement
certain foods.
As the majority of SABMillers beers are produced
and consumed locally, we are well placed to benet
from the growing interest in the quality, provenance
and personality of local craft beer. In the USA,
the Tenth and Blake division offers a roster of
original brews including Blue Moon Belgian
White, Leinenkugels, and Batch 19. In Australia
our Matilda Bay brewery produces Redback
Beer, Bohemian Pilsner, Beez Neez, Alpha Pale
Ale and Dogbolter while our Yatala brewery
produces the hugely successful Fat Yak Pale
Ale and Dirty Granny cider. We also provide a
global distribution network for St Stefanus, a
Belgian Abbey beer with a monastic heritage
dating back to 1295.
Our local approach to brewing allows us to draw
on the heritage and values of the communities
we serve, informing deep consumer insights.
We provide economic benets to the countries
in which we operate by building value chains
that drive growth and stimulate social
development by using local resources and
rawmaterials in a sustainable fashion.
Leveraging our global scale
Our business capability programme has
continued to progress, with the deployment
of the global Information Services solution
inEcuador completed in the rst half, and
thenecessary preparations completed in
thesecond half for deployment in Poland,
which went live on 1 April 2013.
Benet delivery is tracking ahead of
expectations and SABMiller Procurement has
continued to drive substantial value from the
way we source our raw materials, goods and
services. In Europe, a project to understand
our fridge buying requirements in more
detailhas led to a dramatic reduction in
thecomplexity of required specications,
allowing the introduction of more competitive
tendering and access to greater scale
economies. Equally, in Africa a project to
substitute the traditional steel beer can with
a more contemporary aluminium can, has
resulted in a lighter, more environmentally
sustainable product, which has removed
approximately 10,000 tons of raw material
from our supply chain.
SABMiller Procurement now manages
approximately a third of SABMillers global
procurement expenditure, primarily on
brewing and packaging materials. Our
intention is to increase this level to 50%
intheforthcoming nancial year and to
some80% over the medium term.
People as our competitive advantage
As Chief Operating Ofcer through much
ofthis nancial year, I have had the privilege
to meet a wider cross-section of the
groupsmanagement and employees.
Theenthusiasm, commitment, energy and
determination I have encountered at all levels
of the business has certainly reinforced my
view that our people represent an enduring
advantage to our business. We now have
amore experienced, mobile, mixed-gender
and multi-cultural talent pool to draw on than
ever before, and, given the globally integrated
way in which we expect to compete in the
future, this is a critical resource.
Our talent advantage is ably illustrated by
thefact that the top 10 performing breweries
in the SABMiller group are now all in Latin
America, an achievement exemplied by
Industrias La Constancia in El Salvador which
won our inaugural 2012 SABMiller Best
Brewery Award. The progress made by our
breweries in Latin America on issues such
asefciency, quality, water usage, carbon
emissions and waste is testament less to
technology than it is to the determination and
professionalism of our people. Across Latin
America, our employees have demonstrated
a huge thirst for knowledge and a desire to
improve and accept challenges. The insights
from the region are now being reapplied
across the group.
Each of our businesses is responsible for
ensuring a safe working environment in
itsbreweries, bottling plants and ofces.
Ouraim is to create a healthy and positive
workplace for our employees, and more
detail on our health and safety record can
befound on page 48 of this report.
Addressing risks
We recognise that running a global business
presents complex risks. Our aim is to
maximise the opportunities and minimise
thethreats that any given risk presents so
asto generate the greatest return for our
shareholders. We have a well developed
risk-management process (detailed on pages
16 and 17) for identifying, monitoring and
managing the principal risks we face.
The recent directors review reveals little
signicant change in the risks we face
(seepages 63 and 64). We have, however,
stepped up our actions to mitigate risk
insome areas. The risk of changing
consumer preferences is addressed in
ourcontinuing efforts to build and enhance
our commercial capabilities to respond to
changing consumer tastes and behaviours.
The management activities in Australia
haveensured that the integration project
isrunning ahead of schedule.
Looking ahead
Looking ahead to the rest of the current
nancial year, I am immensely proud to have
the opportunity to lead such an exceptional
senior management team and to carry
forward the inspiring story of SABMillers
growth and development.
Trading conditions are expected to be
broadly unchanged, affording opportunities
to grow our categories further, particularly
indeveloping markets. We will continue to
develop and differentiate our beer and soft
drinks brand portfolios, leveraging local
insights to bring the right products to each
market and capture value. We will make price
increases selectively. Unit input costs are
expected to rise in low to mid single digits
inconstant currency terms. Focus will be
maintained on cost effectiveness, including
continued synergy delivery in Australia and
expanding the scope of globally-managed
procurement. Cash generation will remain a
priority. Targeted investments in production
capacity, marketing and sales capability will
continue in order to drive growth.
Alan Clark
Chief Executive
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How we create long-term sustainable value
Strength through local knowledge
Building the right
brand portfolio
We construct
comprehensive brand
portfolios that cater for
the full range of
consumers and drinking
occasions in each local
market. We build price
ladders that match
consumer aspiration at
allincome levels through
a full spectrum of taste
proles and packaging.
Inselected markets, where
value can be created,
weoperate full beverage
portfolios including
carbonated soft drinks,
water and non-alcoholic
malt drinks.
Understanding
consumer tastes
We ensure that our brand
portfolios remain relevant
and the brands within
them continue to grow
sustainably. Our innovation
programmes are driven
by a continuous process
of gathering insight
intohow and where
consumers choose to
buyand consume their
favourite beverages.
Being in the right
markets
We invest selectively in
markets where we believe
that we can deploy
ourskills to generate
sustainable cash returns
that exceed our capital
cost. We expect to remain
in each of our markets
forthe long term and to
contribute to the health
ofthe beer category.
Having the right
operating processes
We constantly strive
todene and share
bestoperating practice.
We incentivise our
management at every
level of the business
through a rigorous
process of team and
individual goal setting
which aligns the need for
consistent improvement
in annual protability
withthe longer term
ambition of achieving
sustainable best practice.
Our perpetual quest for
improvement relies on a
competitive approach to
attracting and retaining
the best available talent
for every job.
Building the right
partnerships
We see all our
stakeholders suppliers,
employees, distributors,
joint ventures, strategic
alliances, retailers,
governments and
societies at large
aspartners in a shared
endeavour to compete, to
improve and to celebrate
life through success.
Understanding
consumer tastes
Building the right
brand portfolio
Being in the
right markets
Building the
right partnerships
Having the right
operating processes
Key performance indicators
Measuring our progress
Financial goal What we measure Why we measure How we have performed
2013 2012 2011
To deliver a higher return to our shareholders
than our peer group over the longer term.
Total Shareholder Return in
excess of the median of our
peer group over ve-year
periods (2012 and 2011:
three-year periods).
Monitor the value created
forour shareholders over
thelonger term relative to
alternative investments in
thedrinks industry.
140% 89% 73%
Growth in adjusted earnings
per share.
Determine the improvement
in underlying earnings per
share for our shareholders.
11% 12% 19%
Free cash ow. Track cash generated to
paydown debt, return to
ourshareholders and invest
in acquisitions.
US$
3,230m
US$
3,048m
US$
2,488m
Strategic priority What we measure Why we measure How we have performed
2013 2012 2011
global spread of businesses.
The wide geographic spread of our operations
allows us to benet from growth in volumes and
value in beer markets around the world. We
continue to look for opportunities to strengthen
our geographic footprint in both developing and
developed markets through greeneld entries,
alliances, mergers and acquisitions.
The proportion of our total
lager volume from markets in
which we have No.1 or No.2
national market share positions.
Gain an overall picture of the
relative strength of our market
positions.
95% 93% 94%
The proportion of group
EBITA from developing and
emerging economies.
Assess the balance of our
earnings exposure between
regions of the world economy
with highest growth potential
and more mature regions.
72% 76% 79%
portfolios that win in the local market.
We seek to develop attractive brand portfolios
that meet consumers needs in each of our
markets. This includes expanding our offerings
to address new consumer segments and
drinking occasions, strengthening our
mainstream brands, building a differentiated
portfolio of global and local premium brands
and channelling the right brands to the right
outlets at the right time and price.
Organic growth in lager
volumes.
Track underlying growth of
our core business.
3% 3% 2%
Group revenue growth
(organic, constant currency).
Assess the underlying rate
ofgrowth in sales value of
ourbrand portfolios.
7% 7% 5%
Revenue growth in premium
brands (constant currency).
Monitor progress in building
our portfolio of global and
local premium brands.
10% 14% 7%
Our aim is to keep enhancing our operational
performance through top-line growth and
continuous improvement in costs and
productivity. Its also important that we maintain
and advance our reputation, protect our licence
to trade and develop our businesses sustainably
for the benet of our stakeholders.
EBITA growth
(organic, constant currency).
Track our underlying
operational prot growth.
9% 8% 12%
EBITA margin. Monitor our underlying
operational protability.
18.6% 17.9% 17.8%
Hectolitres of water used at
our breweries per hl of lager
produced.
Gauge our progress in
reducing the amount of
waterused in our breweries.
3.7 hl/hl 4.0 hl/hl 4.2 hl/hl
Fossil fuel emissions from
energy use at our breweries
per hl of lager produced.
Assess progress towards
reducing fossil fuel emissions
at our breweries.
11.1 kg
CO2e/hl
12.4 kg
CO2e/hl
13.8 kg
CO2e/hl
Leveraging our skills and global scale.
Our global spread presents increasing
opportunities to gain value from the scale
andskills of the group, not least by leveraging
our scale and expertise in procurement,
standardising our back-ofce functions and
integrating our front-ofce systems. We are
alsobeneting from ongoing collaboration and
the sharing of skills between our businesses.
Cumulative nancial benets
from our business capability
programme.
Track the payback from
ourinvestment in the
groupbusiness capability
programme.
US$
1,229m
US$
890m
US$
620m
The key performance indicators (KPIs) outlined below are used
to monitor progress against our overall nancial goal and our
four strategic priorities.
Further detail is contained within the Chief Financial Ofcers review and the Sustainable Development review.
Detailed denitions and an explanation of the change since last year are on pages 180 and 181.
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The principal risks facing the group and considered
bythe board are detailed below.
The groups well-developed risk management process is described in the corporate
governance section while nancial risks are discussed in the Chief Financial Ofcers
reviewand in note 22 to the consolidated nancial statements.
Principal risks
Focused on managing our risks
Principal risk Context Specic risks we face Possible impact
Industry
consolidation
The global brewing and beverages industry
is expected to continue to consolidate.
There will continue to be opportunities to
enter attractive growth markets, to realise
synergy benets from integration and to
leverage our global scale.
Failing to participate in
value-adding transactions.
Paying too much to
acquire a business.
Not implementing
integration plans
successfully.
Failing to identify and
develop new approaches
to market and category
entry.
Lower growth rate,
protability and
nancialreturns.
Change in
consumer
preferences
Consumer tastes and behaviours are
constantly evolving, and at an increasingly
rapid rate. Competition in the beverage
industry is expanding and becoming more
fragmented, complex and sophisticated.
Failing to develop and
ensure the strength and
relevance of our brands
with consumers,
shoppersand customers.
Failing to continue to
improve our commercial
capabilities to deliver
brand propositions which
respond appropriately to
changing consumer
preferences.
Market positions come
under pressure, market
opportunities are missed,
lower top line growth rates
and protability.
Management
capability
We believe that our people are our enduring
advantage and therefore it is essential that
we develop and maintain global
management capability.
Failing to identify, develop
and retain an appropriate
pipeline of talented
managers for the present
and future needs of
thegroup.
Lower long-term
protablegrowth.
Regulatory
changes
With the debate over alcohol consumption
intensifying in many markets, the alcohol
industry is coming under increasing
pressure from national and international
regulators, NGOs and local governments.
Regulation places
increasing restrictions
onthe availability and
marketing of beer.
Tax and excise changes
cause pressure on pricing.
Lower growth, protability
and reduced contribution
tolocal communities in
some countries.
Acquisition
of Fosters
Following the Fosters acquisition, the group
has committed to delivering a turnaround
plan with specic and communicated
nancial value creation.
Failing to deliver
integration objectives
andcommercial and
operational excellence
targets communicated
aspart of the
turnaroundplan.
Failing to achieve the
synergy and cost saving
commitments of the
transaction.
Lower growth rates and
protability. Damage to the
groups reputation for strong
commercial capability and
for making value-creating
acquisitions.
Delivering
business
transformation
The group continues to execute a major
business capability programme that will
simplify processes, reduce costs and allow
local management teams to focus more
closely on their markets.
Failing to derive the
expected benets from
the projects currently
under way.
Failing to contain
programme costs or
ensure execution is in line
with planned timelines.
Increased programme
costs, delays in benet
realisation, business
disruption, reduced
competitive advantage
inthe medium term.
Mitigation Associated strategic priorities
Potential transactions are subject to rigorous analysis. Only opportunities with potential
to create value are pursued.
Proven integration processes, procedures and practices are applied to ensure delivery
of expected returns.
Activities to deliver synergies and leverage scale are in place, monitored closely and
continuously enhanced.
Developing non-traditional capabilities to enter and grow protably in new markets.
globalspread of businesses.
Ongoing evaluation of our brand portfolios in every market to ensure that they target
current and future opportunities for protable growth.
Building our brand equities through innovation and compelling marketing programmes.
Ensuring we have deep understanding of changing consumer and industry dynamics
inkey markets, enabling us to respond appropriately to issues which may impact our
business performance.
Continued enhancement of the SABMiller Marketing Way which sets out the best
practice approach for our commercial processes.
Focus on monitoring and benchmarking commercial performance and developing
thecritical commercial capabilities that are required in order to win in local markets.
Further develop the groups leadership talent pipeline through our Global Talent
Management model and strategic people resourcing.
Sustaining a strong culture of accountability, empowerment and personal development.
Standardisation of key processes and best practices across the group through the
roll-out of the SABMiller Ways.
Rigorous adherence to the principle of self-regulation backed by appropriate policies
and management review.
Constructive engagement with government and all external stakeholders on alcohol-
related issues and working with them to address the harmful use of alcohol.
Investment to improve the economic and social impact of our businesses in local
communities and working in partnership with local governments and NGOs.
Embedding of the SABMiller Ways (its processes, systems and tools) throughout
theFosters business.
Ongoing monitoring of progress versus the integration plan, including frequent and
regular tracking of key performance indicators.
Senior leadership closely involved in monitoring progress and in making key decisions.
Mechanisms in place to track both costs and benets.
Rigorous programme management and governance processes with dedicated
resources and clear accountability.
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Strategic focus areas
Establishing beer as the preferred
alcohol choice
Enhancing beers appeal across
consumer segments and occasions
Making beer more affordable
Meeting the aspirations of our
premiumconsumers
Optimising our service quality and reach
Sustaining operational excellence and
cost performance
Raising awareness of the impact of
illegal alcohol
In Latin America lager volumes were up 3%
compared with the prior year. Firmer pricing
underpinned reported group revenue growth
of 9%, while further cost leverage resulted in
reported EBITA growth of 13%. Effective
marketing campaigns, successful innovations
and excellent trade execution contributed to
alcohol market share gains across all
countries. In Colombia, Honduras and El
Salvador the continued expansion of our bulk
pack offering made beer more affordable for
low income consumers, while our efforts to
drive premiumisation, particularly with the
Miller brand range, have shown encouraging
results. Financial results were aided by a
reduction in real terms of unit production
costs, distribution efciencies and xed cost
productivity, while marketing investment
further supported expanded reach and
innovation initiatives. EBITA margin increased
90 bps to 27.0%, or 80 bps on an organic,
constant currency basis. In January 2013
weannounced the signing of an agreement
to dispose of our milk and juice business
inPanama, and this received regulatory
approval in May 2013. The disposal will
streamline the Panama business and allow
management to focus on our core lager and
soft drinks businesses.
In Colombia, which saw a softening of
economic growth and private consumption,
lager volumes grew by 3%, while our share
ofthe alcohol market improved by 150 bps,
reecting the widening appeal of our brand
and pack range. In line with our commercial
strategy, the roll-out of bulk packs continued
to drive incremental volume while the
December 2012 price increase on our
mainstream single serve packs and selective
price increases on our premium brands
earlier in the year boosted revenue growth.
Our enhanced sales service model, with
enhanced account development, helped
toimprove trade coverage and product
availability. The light beer segment performed
well on the back of guila Lights double digit
volume growth, reecting both the appeal of
light beer and the success of the bulk pack.
Product costs showed a real reduction
reecting plant efciencies, while distribution
costs beneted from the insourcing of
transport operations. In the non-alcoholic
malt beverages category, volumes declined
by 3% as a result of price reductions in the
soft drinks market, although our value share
remained stable.
Peru continued to perform strongly with full
year lager volume growth of 5%. Lager share
gains continued, notwithstanding price
increases taken ahead of the peak period,
supported by increased trade coverage and
fridge investment. Our agship brand, Cristal,
grew volumes by 15% reecting the strong
resonance of this brand with consumers,
underpinned by its food and football
communication platforms. Pilsen Trujillo
Operations review
Latin America
Effective marketing campaigns, successful
innovations and excellent trade execution
contributed to alcohol market share gains
across all countries.
Karl Lippert
President, SABMiller Latin America
Signicant business with production operations
Selling operations and major export markets
1
In 2013 before exceptional charges of US$63 million being business capability programme costs (2012: US$119 million
being business capability programme costs of US$85 million and integration and restructuring costs of US$34 million).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
Group revenue (including
shareofassociates) (US$m) 7,158 136 527 7,821 7 9
EBITA
1
(US$m) 1,865 42 205 2,112 11 13
EBITA margin (%) 26.1 27.0
Sales volumes (hl 000)
Lager 41,596 1,411 43,007 3 3
Soft drinks 17,418 448 17,866 3 3
continued to expand by sourcing consumers
from illegal alcohol, recording double digit
volume growth for the year. In the premium
segment our local premium brand,
Cusquea, saw softer volumes on the back
of earlier price increases and the cycling of
high growth in the prior year. In the soft
drinks category, volume growth was strong,
with our non-alcoholic malt brand, Maltin
Power, up 32%, supported by digital
campaigns and further penetration of the
secondary education channel.
In Panama our lager volume
growth of 7% was underpinned
by healthy economic growth
and low unemployment.
Ecuador lager volumes were up 2% despite
increased trade restrictions and the loss of
three trading days during Presidential
elections in February 2013, while two price
increases during 2012 boosted revenue
growth. In the mainstream segment, Pilsener
Light volumes more than doubled, reecting
the appeal of lighter beer in areas with
warmer climates and beneting our revenue
mix. Our local premium brand, Club, also saw
double digit growth from the addition of the
Club Roja red beer variant. The expanded
direct service model improved trade
presence and enabled healthy gains in our
share of the alcohol market. We continued
expansion of the new PET packs for the
non-alcoholic malt brand, Pony Malta,
resulting in volume growth of 25%. As part of
the group business capability programme the
global IS solution was deployed in the rst
half of the year, which has helped streamline
processes and improve productivity.
In Panama our lager volume growth of
7%was underpinned by healthy economic
growth and low unemployment. Our brand
portfolio development and market execution
have signicantly boosted our market share,
with the premium segment seeing robust
growth, driven by the strong adoption of
Miller Genuine Draft and Miller Lite. Miller Lite
more than tripled its volumes, while both
brands consolidated their positions as
market leaders in their respective premium
priced segments. Our non-alcoholic malt
brand, Malta Vigor, recorded 13% growth,
while soft drinks volumes declined due to
heightened price competition.
In Honduras our focus on making beer
moreaccessible to low income consumers
with our affordable bulk packs has solidied
our market position, with over 500 bps
improvement in share of the alcohol market.
This is against the backdrop of the
governments scal decit and continuing
security concerns, which have impacted both
our ability to trade and consumer spending
patterns, where we have seen a structural
shift over the last few years to more
off-premise consumption. Nevertheless,
volumes were marginally ahead of the prior
year with healthy growth shown by Salva
Vida and Miller Lite. Soft drinks volumes grew
by 1%, aided by further fridge penetration
and brand activations aimed at stimulating
home consumption.
El Salvador saw robust domestic lager
volume growth of 12% with bulk packs
growing strongly, which combined with
signicant xed cost productivity, boosted
operating margins. Our agship mainstream
brand, Pilsener, grew by 19%, while Golden
Light, which was repositioned in the upper
mainstream segment, grew volumes by
double digits. In the premium segment our
local brand Suprema grew by 17%, assisted
by the launch of the red beer variant
Suprema Roja and increased market
activations. Soft drinks volumes grew by 3%
over the prior year, with particularly strong
growth in non-alcoholic malts and juices.
Consumer insight boosts Pilsener
in El Salvador
Our Todos por mis Amigos (All for my friends)
TVcampaign in El Salvador showed locals
ndingingenious ways to grab some fun time
withtheir friends over a Pilsener. This witty insight
into the Salvadoran character has transformed
Pilseners sales.
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Operations review
Latin America continued
Larger packs,
lower cost
In Colombia, guila is now
available in larger, 750ml packs
to encourage a sharing culture
(as already exists in Peru) and
tooffer low-income consumers
amore affordable option.
Linking cultural
heritage and economic
development
With a number of partners,
wererunning a programme in
Cusco, Peru, to conserve the
local cultural heritage, attract
sustainable tourism and improve
the skills of small entrepreneurs.
The aim is to promote local
economic development and
create jobs.
Transforming the
culture in El Salvador
A culture-change programme
inEl Salvador has engaged the
whole business in overcoming
imaginary limitations. This has
contributed greatly to a boost
inour performance with EBITA
growth of more than 30% in the
year and the Salvadoran brewery
ranked the best in the group.
30%
EBITA growth
Miller Lite takes
Panamas premium
segment by storm
Miller Lite has changed the
dynamics of the Panamanian
beer market. In the past year
ithas gained a 75% share of
thepremium segment and is
now our most protable brand
inPanama.
Innovation adds
new dynamism to
Club Colombia
The Roja and Negra extensions
to Club Colombia have enhanced
the sales and protability of
thismature brand in the past
twoyears, supporting the
premiumisation of the beer
category in Colombia.
Drive revenue and margin growth
through enhanced consumer
perceptions of the beer category,
progressive development of our brand
portfolio and innovative marketing
Continue to drive differentiation
amidstructural market challenges
through innovation in product,
packaging and dispense systems
Leverage scale, cost advantage
andfocus
In Europe lager volumes were up 3%, or 6%
on an organic basis. Organic information
includes our share of Anadolu Efes results
for March 2013 and excludes trading in
Russia and Ukraine in the prior year, following
the conclusion of our strategic alliance in
March 2012. Despite a challenging economic
backdrop, volume growth was delivered
through successful launches of brand and
pack innovations. Except for the Czech
Republic, all our markets saw improved
domestic volume performance. Beer market
trends continued with growth of the modern
trade, especially the discounter channel, and
declining on-premise channels together with
increased relevance of economy brands and
packs. Reported EBITA was down 6%
impacted by the weakening of European
currencies against the US dollar. Organic,
constant currency EBITA was up 1% compared
with the prior year with a margin decline of
70 bps on the same basis driven by increased
raw material costs and negative mix effects.
In Poland lager volumes were up 8%
beneting in the rst half from the Euro 2012
football tournament and the cycling of a weak
comparative period with performance in the
second half assisted by brand innovations
and buying ahead of price increases at the
end of March 2013. Selective resetting of
price points assisted the growth of our core
brands. Tyskie gained market share
supported by the successful 5th stadium
campaign and the launch of Tyskie Klasyczne
while growth of mainstream brand Z
ubr was
driven by effective promotional activities.
Thelaunch of Lech Shandy helped develop
anew category and boosted the performance
of premium brand Lech. EBITA was level
withthe prior year as increases in revenue
per hl and volumes were offset by raw
material cost increases and higher marketing
investment to support key campaigns and
innovation launches.
Domestic volumes in the Czech Republic
were down 3%. Channel dynamics affected
performance with the continuing consumer
shift from the high-value on-premise channel
to the off-premise channel, along with
selective price increases in the off-premise
channel in October which impacted the
thirdquarter. Consequently our performance
in the super-premium and mainstream
segments was adversely impacted, as Pilsner
Urquell and Gambrinus respectively are
heavily skewed to the on-premise channel.
Premium segment performance was boosted
by Kozel 11, with outlet expansion driving
growth along with the successful launch
ofGambrinus Radler. EBITA declined due
tochannel mix and increased input costs
despite operational cost efciencies.
Operations review
Europe
Despite a challenging economic backdrop,
volume growth was delivered through successful
launches of brand and pack innovations.
Sue Clark
Managing Director, SABMiller Europe
Associates
1
In 2013 before exceptional charges of US$64 million being business capability programme costs (2012: net exceptional
gains of US$1,135 million being net prot on disposal of businesses of US$1,181 million, a refund of a previous anti-trust
ne of US$42 million and business capability programme costs of US$88 million).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
shareofassociates) (US$m) 5,482 455 (387) 217 5,767 5 5
EBITA
1
(US$m) 836 7 (63) 4 784 1 (6)
Lager 43,951 (730) 2,110 45,331 6 3
Soft drinks 533 6,903 145 7,581 28 1,322
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Operations review
Europe continued
In Romania lager volumes grew by 24%
primarily driven by the growth of economy
brand Ciucas in a new PET pack launched
atthe end of the prior nancial year.
Mainstream brand Timisoreana performed
ahead of prior year beneting from growth
inPET and marketing activity associated
withthe national football team sponsorship.
Our premium brand Ursus also grew assisted
by the launch of a new bottle in the second
half of the year along with a supporting
promotional campaign. Increased investment
in discounts and marketing resulted in EBITA
below the prior year.
Domestic lager volumes grew 4% in Italy
despite a particularly challenging economic
environment and poor consumer sentiment.
Growth was mainly driven by the mainstream
and economy segments with Peroni
beneting from the expansion of draught
volumes and economy brand Wuhrer
performing well in the off-premise channel.
Premium brand Nastro Azzurro performed
ahead of the prior year with the subdued
market impacting performance in the
on-premise channel while off-premise growth
was supported by promotional activities.
Despite negative sales mix and higher input
costs, volume growth resulted in EBITA growth.
In the United Kingdom the continued
growth of Peroni Nastro Azzurro through
on-premise expansion resulted in volume
growth of 4%. EBITA grew ahead of the
prioryear with revenue per hl growth and
volume increases.
In the Netherlands domestic lager
volumeswere up 1% in a highly competitive
environment impacted by low consumer
condence resulting from economic
uncertainty. In this environment the on-
premise channel was negatively impacted
but growth was delivered in the off-premise
channel. Volume growth and revenue per hl
improvements resulted in increased EBITA
compared with the prior year.
In Romania lager volumes
grewby 24% primarily driven
by the growth of economy
brand Ciucas in a new PET
pack launched at the end
ofthe prior nancial year.
In the Canaries lager volumes grew 2% against
a backdrop of weak consumer sentiment in
achallenging economic environment driven
by strong performance in the off-premise
channel while the on-premise channel
continued to be subdued. Volumes grew 8%
in Slovakia driven by the successful launch
ofSmadny Mnich Radler along with growth
of Kozel and Pilsner Urquell. In Hungary
volumes were up 5% boosted by strong
promotional support in the on-premise
channel along with the successful launch
ofHofbrau Radler.
On a pro forma
1
basis, our associate Anadolu
Efes grew total volumes by 6% for the year,
with an 8% decline in lager more than offset
by soft drinks growth of 14%.
The innovative Ksiaz
.
e ce collection
Ksiaz
.
e ce is a collection of premium speciality
beers. Its three variants lend themselves to different
occasions and ways of serving and have proved
asuccess with Polish beer consumers looking for
new taste experiences.
1
Pro forma volumes are based on volume information
forthe period from 1 April 2011 to 31 March 2012 using
SABMillers denition of volumes for the enlarged Anadolu
Efes group as if the strategic alliance had commenced on
1 April 2011.
reduction in CO2 emissions
intheNetherlands
Internship scheme attracts the best
In collaboration with two universities in Pilsen and
Prague, our internship programme in the Czech
Republic offers talented young people a high-
quality, mentored development programme within
the business. Miloslava Kovac kov and Lucie
vejdov are two of 16 trainees selected from more
than 150 candidates in 2012.
Brewery fresh
The delivery of tanked,
unpasteurised Pilsner Urquell
direct from the brewery to the
pub in the Czech Republic has
raised the image of beer and
strengthened links with the trade.
Pilsner Urquell fresh from the tank
is now also available in Slovakia.
Seizing the shandy opportunity
By launching Lech Shandy in April 2012, our Polish
business beat its main competitor into the shandy
segment, enabling it to establish a favourable price
point and position in the market. The product
exceeded its annual target within ve months.
Dutch business wins
Lean and Green award
As part of the Dutch
governments Lean and Green
initiative, our business in the
Netherlands undertook to cut
itsCO2 emissions by 20%
between 2007 and 2012. With
actions that included modifying
road transport operations, we
achieved almost22%.
A fresh take on Italian style
Playing on the theme of Italian style, our Opera di
Peroni and Amici programmes for Peroni Nastro
Azzurro in the UK have brought al fresco opera to
city audiences and aperitivo and dining evenings to
urban trend-setters, helping to drive share and
reinforce the brands premium positioning.
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Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
shareof associates) (US$m) 5,250 9 96 5,355 2 2
EBITA
1
(US$m) 756 (4) 19 771 3 2
Lager
excluding contract brewing 41,346 32 (793) 40,585 (2) (2)
MillerCoors volumes
Lager
excluding contract brewing 39,848 32 (612) 39,268 (2) (1)
Sales to retailers (STRs) 39,760 n/a n/a 38,818 n/a (2)
Contract brewing 4,549 n/a n/a 4,760 n/a 5
Operations review
North America
Win in premium lights with Coors Light,
Miller Lite and Miller 64
Expand MillerCoors position in above-
premium with big new innovations
Create value through strong revenue
andcategory management in partnership
with chain and independent customers
Support and develop the three-tier
distribution system to drive effectiveness
and value
The North America segment includes
thegroups 58% share of MillerCoors and
100% of Miller Brewing International and the
groups North American holding companies.
Total North America reported EBITA was 2%
higher than the prior year, driven by rm
pricing and favourable mix.
MillerCoors
For the year ended 31 March 2013,
MillerCoors US domestic sales to retailers
(STRs) declined by 2% on a trading day
adjusted basis amid weaker industry
performance. Domestic sales to wholesalers
(STWs) were down by 2% on an organic
basis. EBITA increased by 1% as the impact
of lower volumes, increased costs of goods
sold and higher marketing spend was more
than offset by strong revenue management
and favourable sales mix.
Premium light volumes were down by low
single digits, as the continued growth in
Coors Light was offset by a mid single digit
decline in Miller Lite. Coors Light has
beneted from the brands Refreshment as
cold as the Rockies campaign and focus on
multicultural outreach, while Miller Lite has
continued to invest in the Its Miller Time
campaign. The Tenth and Blake division saw
double digit volume growth driven by Blue
Moon and Leinenkugels and their seasonal
variants, with Leinenkugels Summer Shandy
performing particularly well. The economy
segment declined by mid-single-digits as
consumers continued to trade up to other
categories. The premium regular segment
was also down by mid single digits, with a
double-digit decline in Miller Genuine Draft
partly offset by mid single digit growth in
Coors Banquet. Other brands in the
above-premium segment grew by low single
digits following the national launch of Redds
Apple Ale and Third Shift Amber Lager.
MillerCoors revenue per
hectolitre grew by 3% due to
strong pricing and favourable
brand mix.

In 2013 before exceptional charges of US$nil (2012: US$35 million being the groups share of MillerCoors impairment of
the Sparks brand).
MillerCoors EBITA increased by 1% as the
impact of lower volumes, increased costs
of goods sold and higher marketing spend
was more than offset by strong revenue
management and favourable sales mix.
Tom Long
Chief Executive Ofcer, MillerCoors
MillerCoors revenue per hectolitre grew
by3% due to strong pricing and favourable
brand mix, following growth in the Tenth
andBlake division and the above-premium
segment, together with a decline in the
economy segment. Cost of goods sold per
hectolitre increased by low single digits, due
to higher brewing material costs and adverse
pack mix linked to product innovation, partly
offset by cost saving initiatives.
Increased media investment behind the
premium light portfolio, together with higher
spending on new products and packaging
innovation, led to an increase in marketing
spend. Our share of impairment charges
relating to the discontinuation of Home Draft
packaging and of information systems assets
related to MillerCoors Business Transformation
project was taken during the year.
Leinenkugels
the shandy that became a cult
Launched in 2007, Leinenkugels Summer Shandy
has become the largest seasonal beer in the USA
and gained a cult-like following. Despite calls for
year-round sales, it remains available only from
March to August supported in summer 2013
bynational TV advertising.
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Operations review
North America continued
Rapid growth for Coors Light
By building on its Rocky mountain cold refreshment
positioning, in 2012 Coors Light recorded the
greatest growth by volume of any established beer
brand in the USA, and became the countrys
number two brand.
Safe rides home
Since 1987, the Miller Lite Free
Rides
TM
programme has provided
safe transport home for over
three million people after public
celebrations. In 2012 our US
jointventure became the rst
corporate sponsor of Chicagos
New Years Eve Penny Rides
programme, taking 130,000
revellers safely home.
Encouraging a
knowledge and
appreciation of ne beer
As consumers have become
more beer-literate, MillerCoors
crafts and imports division has
stepped up its beer education
programmes. Over 500
employees, distributors and
retailers have completed the
companys week-long training
course and all employees must
prove their skills in beer sales
and service.
Innovation revitalises
Miller Lites can business
The introduction of Miller Lites punch top can
(Nomatter how you punch it, its Miller Time)
hascreated intense interest among retailers and
consumers, stimulating social media and reversing
a downward trend in Miller Lites can sales.
The master craftsman
Keith Villa intended to be a
doctor until an internship ignited
his passion for brewing. After
training in Belgium, he returned
to the USA and crafted one
ofthe countrys most popular
beers, Blue Moon Belgian White.
He continues to create award-
winning beers for MillerCoors.
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Operations review
Africa
Drive growth in beer and soft drinks
through full brand portfolios, wider
price ranges and expansion into
adjacent categories
Step up investment behind our
mainstream brands and differentiated
premium portfolio
Increase share of alcohol through
accessible brand and package offerings
Further develop sales and distribution
toenhance our outlet presence and
extend our geographic coverage
Mitigate high imported input costs
through innovation and local supply chains
In Africa lager volumes grew 6% despite
cycling strong comparative growth of 14%
inthe prior year. Double digit volume growth
was achieved in a number of territories but
this was partially offset by the impact of
asignicant excise increase in Tanzania
dampening sales and softer trading in
Uganda driven by a weaker economy.
TheCastle brand family continued to deliver
robust growth, with the premium offering,
Castle Lite, growing by 43% for the year.
Wecontinue to invest in the future growth
ofthe region with the commissioning of two
new facilities at Onitsha in Nigeria and Ndola
in Zambia during the year. In addition,
capacity constraints were further alleviated
during the year by expansions in Ghana,
South Sudan and Zimbabwe.
Soft drinks volumes on an organic basis
grewstrongly at 9% supported by continued
growth in the non-alcoholic malt beverages
category, most notably in Nigeria and
Tanzania, and sparkling soft drinks growth
inGhana, Zambia, Zimbabwe and Castel.
Reported soft drinks volumes declined
asaresult of the prior year management
ownership changes related to the Angolan
businesses. Other alcoholic beverages
organic growth of 6% was dampened by
adecline in Botswana due to the zoning
legislation enacted during the year which
negatively impacted Chibuku volumes.
Aspart of our affordability strategy, traditional
beer is now available in 10 markets as we
continue to expand our geographic footprint
and is taking share from informal alcohol.
Chibuku Super, a traditional beer that is
bottled in PET and has a longer shelf life,
isperforming particularly well in Zambia
andwas recently launched in Zimbabwe.
Reported EBITA growth of 13% (20% on
anorganic, constant currency basis) was
achieved through a combination of volume
growth, improving group revenue per hl
driven by pricing and positive segment mix
inlager. Increased local sourcing of raw
materials, efciencies gained through our
capacity expansion and synergy benets
from the combination of our Angolan and
Nigerian businesses with Castel underpinned
EBITA growth. This was partially offset by
costs associated with our capacity expansion
and increasing market-facing investment,
including growing our sales force and
increasing marketing spend in markets.
Strong EBITA margin expansion of 150 bps,
to 21.7%, was principally driven by synergies
in Angola and Nigeria as well as geographic
mix benets.
In Tanzania, where we were cycling a strong
comparative, lager volumes declined by 8%
mainly due to the negative impact of the 25%
excise increase and softer consumer
In Africa lager volumes grew 6% despite
cycling strong comparative growth of 14%
in the prior year.
Mark Bowman
Managing Director, SABMiller Africa
Associates
1
In 2013 before net exceptional credits of US$72 million being prot on disposal of business US$79 million net of
US$5million share of associates impairments (2012: net exceptional gains ofUS$185 million being prot on disposal
ofbusiness of US$67 million, prot on disposal of investment in associate of US$103 million and the groups share of
theprots on transactions in associates of US$23 million, net of US$8 million business capability programme costs).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
shareofassociates) (US$m) 3,686 (210) (221) 598 3,853 18 5
EBITA
1
(US$m) 743 (2) (46) 143 838 20 13
Lager 17,374 35 1,036 18,445 6 6
Soft drinks 13,475 (1,570) 1,058 12,963 9 (4)
Other alcoholic beverages 5,330 75 321 5,726 6 7
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Operations review
Africa continued
spending. However lager volumes returned
togrowth at the end of the year and the
fourth quarter was in line with the prior year.
Castle Lite outperformed the market with
growth of 17% despite the tough trading
conditions. The wines and spirits business
continued to grow driven by new product
andpack innovations.
Lager volumes in Mozambique grew by
11%underpinned by our full portfolio offering.
In the mainstream segment both 2M and
Manica posted double digit growth while
Castle Lite grew at a signicantly higher rate
in the premium segment in the rst full year
since its launch. Impala, our cassava-based
affordable offering, continues to impress as
we begin to expand its reach.
Capacity constraints that had previously
limited growth in Zambia have now been
alleviated with the commissioning of the
brewhouse at Ndola in November 2012.
Lager volume growth of 12% was achieved
through improved availability and an
improved economic environment. The
premium portfolio beneted from strong
growth of Castle Lite, while Castle Lager
andMosi performed well in the mainstream
segment. Soft drinks delivered strong volume
growth. Traditional beer volumes also posted
good growth aided by the launch of Chibuku
Super in the rst half of the year which has
begun to revolutionise the category.
In Nigeria lager volumes grew
signicantly, both as reported
and organically, due to the
additional capacity provided
by the commissioning of our
greeneld brewery in Onitsha
inAugust 2012.
In Nigeria lager volumes grew signicantly,
both as reported and organically, due to
theadditional capacity provided by the
commissioning of our greeneld brewery
inOnitsha in August 2012, the successful
launch of Hero lager and the continued
growth of the Trophy lager brand.
Botswana continued to feel the impact of
anti-alcohol sentiment with the introduction
of zoning legislation and a further increase
inthe alcohol levy. Total alcoholic beverage
volumes declined during the year with
marketshare gains in lager volumes more
than offset by the decline in traditional beer
volumes as a result of the impact of the
newzoning regulations.
Lager volumes in Uganda ended in line with
the prior year as a result of softer consumer
spending following a sustained period of high
ination. In Ghana lager volumes grew by
15% driven by the continued growth of Club
lager. In addition we launched our second
African cassava-based lager in March 2013.
Despite challenges in South Sudan,
particularly in the second half of the year,
double digit growth in lager volumes was
achieved led by the White Bull brand.
InZimbabwe lager volumes at our associate
Delta were dampened by excise-related
pricing in November 2012 and a more
subdued economic landscape. Lager volume
growth of 4% on an organic basis was
achieved through an increased focus on
market activations on premium brands, while
traditional beer volumes declined marginally.
Our associate Castel delivered pro forma
1

lager volume growth of 6% with good volume
performances in Cameroon, Ethiopia and
Burkina Faso. Pro forma
1
soft drinks volumes
grew by 9%.
1
Pro forma volumes are based on volume information
forthe period from 1 April 2011 to 31 March 2012 for
theCastel business as if the management combinations
inAngola and Nigeria and the Castel acquisition
inMadagascar had occurred on 1 April 2011.
Ghanas original lager continues
to grow
Repositioned to appeal to young professionals,
Club Premium Lager grew by 32% this year
andhas become Ghanas largest selling lager.
New brewery, new brand
To mark the opening of its new brewery in
Onitsha, our Nigerian business launched a
newmainstream brand in September 2012.
Rooted in Nigerias south east, Hero is now
contributing to the strong annual growth
rateacross the business.
Impala benets consumers
and farmers alike
Launched in Mozambique in 2011 and the rst
commercial beer to be made from cassava, Impala
delivered a strong performance by providing an
affordable alternative to home brews and creating
anew market for local growers.
Chibuku Super brings innovation
totraditional opaque beer
In the rst major change to the Chibuku brand since
the 1960s, the higher-margin Chibuku Super is
pasteurised and lightly carbonated and has a much
longer shelf-life than the original. Its now produced
in Zimbabwe as well as Zambia.
Developing talent in Africa
Under our Africa Nationals programme, 30 managers
have been given international experience in African
countries outside their home market. Our aim
istodevelop their capabilities through practical
involvement as opposed to formal training and
toensure a pipeline of high quality candidates
forkey positions in the future.
Safari Lager beats
50entries to become
Africas Grand Champion
The Africa Beer Awards in Ghana
in March 2013 were the rst-ever
awards from the Institute of
Brewing and Distilling for beers
brewed in Africa. We scooped
12of the 13 awards on offer with
Safari Lager from Tanzania taking
the Grand Champion Beer award.
30
Managers on
foreign assignments
in African markets
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Asia Pacic
Reinvigorate our Carlton & United
Breweries (CUB) brands and commercial
functions while delivering cost synergies
Further build market leadership in
Chinawhile enhancing protability
Continue to drive Snow, the largest
beerbrand in China, with additional
premium variants to increase revenue
Pursue market liberalisation in India
andfocus investment on growth and
protability in selected states
In Asia Pacic lager volumes for the year
grew by 6% on an organic basis, with
reported volume growth of 16% reecting
theFosters acquisition and some acquisitions
in China, all of which were completed in the
prior year. Reported EBITA grew by 166%
and group revenue per hl grew by 40%
primarily due to the inclusion of Fosters.
EBITA margin increased by 590 bps on
areported basis also due to the benet
of the Fosters acquisition.
In Australia lager volumes on a pro forma
1

continuing basis
2
delivered an improving
trend, with 3% growth in the fourth quarter
versus the prior year. This strong performance
has been underpinned by agship brand,
Victoria Bitter, returning a second consecutive
quarter of sales growth since its relaunch
inOctober 2012; the rst such growth in over
a decade. The fourth quarter performance
was further supported by strong growth in
thecontemporary mainstream and premium
segments, with brands such as Carlton Dry,
Great Northern Brewing Co, Peroni and Miller
all performing strongly.
Full year volumes were lower by 5% on a pro
forma
1
continuing basis
2
, while total volumes,
including discontinued brands, were down
13%. Weak underlying market growth in the
rst three quarters of the year underpinned
the majority of the pro forma
1
decline.
Our strategy to restore the core has resulted
in strong volume resurgence by both Victoria
Bitter in the second half of the year and
Crown Lager for the full year, while Carlton
Dry continued with solid growth compared
with the prior year. Focus on premium
growthopportunities has seen volumes for
Peroni and Miller Genuine Draft grow on a
pro forma
1
basis compared with the prior
year, due to increased marketing campaigns
and from leveraging CUBs extensive
distribution network. In addition we have
introduced a number of innovative cider
variants to continue the strong growth
withinthis premium margin market segment,
delivering full year pro forma
1
volume growth
of 7% compared with the prior year.
Promotional optimisation strategies
implemented post acquisition focused
ondelivering greater value both for our
customers and ourselves resulting in
pro forma
1
group revenue per hl up 4%.
Thisresult was underpinned by an increased
focus on protable revenue growth, as well
as strong execution behind our premium
portfolio. The integration programme continues
to progress well and ahead of expectations,
with half the anticipated annual net operating
prot synergies already delivered for the
group. Initiatives driving this benet include
the integration of the Pacic Beverages
business, world class manufacturing and
In Asia Pacic lager volumes for the year
grewby 6% on an organic basis, with reported
volume growth of 16% reecting the Fosters
acquisition and some acquisitions in China.
Ari Mervis
Managing Director, SABMiller Asia Pacic
Associates
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In 2013 before exceptional charges of US$104 million being integration and restructuring costs of US$74 million and
impairments of US$30 million (2012: US$70 million being transaction-related costs of US$109 million, integration and
restructuring costs of US$26 million, business capability programme costs of US$1 million and a gain on remeasurement
of existing interest in joint venture on acquisition of US$66 million).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
shareofassociates) (US$m) 3,510 2,171 (106) 110 5,685 3 62
EBITA
1
(US$m) 321 524 (12) 22 855 7 166
Lager 58,121 5,960 3,211 67,292 6 16
procurement programmes and grid and
logistics improvement initiatives. The integration
programme has also increased capability
across all functions, with deliberate prioritisation
of revenue and people management, marketing
and manufacturing via the roll out of SABMillers
Capability Ways. All of these factors combined
enabled solid pro forma
1
domestic EBITA
growth with pro forma
1
EBITA margin
advancing in excess of 300 bps.
The sale of Fosters interests in its Fijian
beverage operations, Fosters Group Pacic
Limited, to Coca-Cola Amatil Ltd (CCA)
wascompleted on 7 September 2012 and
Fosters soft drinks assets were also sold
toCCA on 28 September 2012. There was
nogain or loss on either disposal. With
effectfrom 1 October 2012, our associate
distribution business in Dubai previously
reported as part of Australia was transferred
to our Europe division.
In China lager volumes grew 6% on a
reported basis (5% on an organic basis).
Ourassociate, CR Snow, continued to expand
its national market share although market
growth was affected by heavy and prolonged
rains and cooler temperatures that affected
certain key provinces particularly during the
rst and third quarters of the nancial year.
Market share increases were delivered in
Jiangsu, Guizhou, Shanxi, Inner Mongolia,
Guangdong and Heilongjiang, although
market share was lost in Sichuan, Anhui and
Zhejiang provinces.
In Australia lager volumes on
a pro forma
1
continuing basis
2

delivered an improving trend,
with 3% growth in the fourth
quarter versus the prior year.
Group revenue per hl on a reported basis was
broadly level with the prior year impacted by
provincial mix. The underlying trend continues
to be positive in most provinces driven by
CRSnows strategy of premiumisation of the
portfolio underpinned by the growth of key
Snow variants, notably Snow Draft and Snow
Brave the World. The rising costs of raw
materials, higher labour costs and shifting
product mix have increased operating costs
substantially but EBITA margin increased driven
by cost-control and efciency initiatives with
adouble digit increase in EBITA as a result.
In February 2013 CR Snow entered into an
agreement to acquire the brewery business
of Kingway Brewery Holdings Limited. The
transaction was approved by shareholders of
Kingway on 9 May 2013 but remains subject
to regulatory approval.
Lager volumes in India grew 20% with
strong performance across the year and
thecycling of trade restrictions in Andhra
Pradesh to the end of August 2012. Good
growth was achieved in most states in which
the business operates including the key
states of Karnataka, Haryana, Madhya
Pradesh, Punjab, Maharashtra and Andhra
Pradesh underpinned by strong performance
from the core mainstream brands and
innovation in the premium segment with the
continued roll-out of Miller High Life. Group
revenue per hl increased by 7% on a
constant currency basis, reecting price
increases in certain states and a continued
focus on higher margin brands, packs and
states. The strategy of focusing resources on
areas of greater protability continues to yield
strong results and EBITA increased more
than 70% when compared with the prior year.
Australias Big Cold Beer is back
Reversing a decade of declining sales with two
consecutive quarters of growth, CUBs iconic
Victoria Bitter has been restored to its original
strength and avour, regaining its place as the
countrys best cold beer.
1
Pro forma volumes and nancial information are based
onresults reported under IFRS and SABMiller accounting
policies for the period from 1 April 2011 to 31 March 2012,
as if the Fosters and Pacic Beverages transactions had
occurred on 1 April 2011.
2
Pro forma continuing basis adjusts for the impact of
discontinued licensed brands in all comparative information.
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Operations review
Asia Pacic continued
Showcasing the best new hops
CUBs partnership with Hop Products Australia is
devoted to building hop expertise and developing
new varieties that areshowcased in the Cascade
First Harvest beereachyear.
Snow reinforces its
position as the worlds
biggest beer brand
CR Snow in China has increased
its capacity and widened its
coverage with the addition of
seven new breweries during the
year. The Snow brand continues
to grow ahead of the market with
a rising share of the faster-
growing premium segments.
Replenishing groundwater in India
At our Rochees brewery in Rajasthan, we have
funded the construction of six dams to help restore
groundwater levels. The subsequent rise in aquifer
levels has replenished almost as much water as the
brewery extracted last year.
Brewed in India, for India
Designed for the Indian palate,
Indus Pride is the rst Indian beer
tobe brewed with authentic Indian
herbs and spices. Four new variants
based on cardamom, coriander,
cinnamon and fennel are the result
of months of innovation to capture
Indias essence.
New pride among
CUBs brewers
Over recent months, CUB in
Australia has applied our global
brewing standards to all its
processes. The resulting
improvements in taste across the
portfolio have been validated by
feedback from consumers and
customers alike. Our team of
delighted brewers claim theyve
nally got their beers back.
Operations review
South Africa
Create growth by further developing
ourbeer and soft drinks portfolio while
ensuring that the core brands continue
to resonate with consumers
Leverage scale to drive productivity and
reinvest savings in market-facing activities
Engage the competition in all
alcoholcategories
Shape a culture of partnership and
superior beer and soft drinks service
offering in all classes of trade
Show leadership in shaping our role
andpurpose in society
Beverages
The South Africa: Beverages business
reported a 3% decline in reported EBITA due
to the weakness of the South African rand
against the US dollar but delivered strong
constant currency EBITA growth of 10% and
improved EBITA margins. The continued
focus on market-facing activities and
enhanced retail execution helped drive
goodvolume growth, in spite of a deterioration
in consumer condence towards the latter
part of the year.
Group revenue declined by 5% on a reported
basis, due to the continued depreciation
ofthe rand, but was up 8% on a constant
currency basis. Group revenue per hl grew
by6% on a constant currency basis while
netrevenue growth, after excise, was
curtailed by the 10% beer excise increase
implemented in February 2012. Lager
revenue beneted from strong growth in
thepremium beer portfolio and a moderate
price increase in February last year. In the
soft drinks portfolio, revenue growth was
tempered by well below inationary price
increases across the portfolio.
We continued to make signicant
investments in market-facing operations,
funded largely by savings in non-market-
facing areas.
Lager volumes grew 2% despite the
worsening consumer environment, and we
continued to gain market share as volumes
beneted from innovative through-the-line
promotional campaigns. Castle Lite gained
additional market share in the premium
segment, increasing its share of the total beer
industry to more than 10%. This was
achieved by continuing to leverage its unique
Extra Cold brand positioning. Castle Lager
continued its strong growth following the
success of the It all comes together with
aCastle campaign which draws on its
combination of the nest home-grown
ingredients. Carling Black Labels rate of
decline was reversed, supported by the
award-winning marketing campaign Carling
Cup. In addition, Carlings Be the Coach
campaign won four Cannes Lions awards,
the rst ever South African Breweries has
been awarded.
Lager sales beneted from innovation in
retailexecution as well as continuing
improvements in customer service. There
was a strong focus on key trade marketing
and customer loyalty programmes tailored
tospecic key classes of trade. There was
asignicant increase in the sales force and
the role of the customer interaction centre
was enhanced.
The continued focus on market-facing activities
and enhanced retail execution helped drive
good volume growth.
Norman Adami
Chairman, SABMiller Beverages South Africa
1
In 2013 before exceptional charges of US$22 million being charges incurred in relation to the Broad-Based Black
Economic Empowerment scheme of US$17 million, integration and restructuring costs of US$17 million, net of business
capability programme credits of US$12 million (2012: US$41 million being Broad-Based Black Economic Empowerment
scheme charges of US$29 million and business capability programme costs of US$12 million).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
shareofassociates) (US$m) 5,815 (762) 487 5,540 8 (5)
EBITA
1
(US$m) 1,168 (155) 116 1,129 10 (3)
Lager 26,859 421 27,280 2 2
Soft drinks 17,979 389 18,368 2 2
Other alcoholic beverages 1,565 48 1,613 3 3
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Operations review
South Africa continued
A number of measures were implemented
todrive social responsibility during the year,
including the development of a detailed
waterrisk map for the supply chain which
ledto the rst-time introduction of sustainable
agriculture principles to 500 farmers.
Inaddition, our efforts to promote responsible
consumption continued through a new public
private partnership established with the
National Institute for Crime Prevention and
the Reintegration of Offenders (Nicro) to
further our work on tackling drink driving.
Soft drinks volumes grew 2%, cycling a
strong performance in the second half of
theprior year and despite a more challenging
consumer landscape and a double digit price
increase on the core returnable glass pack
inDecember 2012. The growth in volumes
was driven largely by increased market
penetration, improved customer service
levels and focused channel execution, with
particularly strong growth in two litre PET
packs. Improved market penetration was
achieved through the use of market logistics
partnerships and reward structures. Growth
in the still drinks portfolio was well above the
portfolio average with strong performances
from Powerade and Play.
Lager sales beneted from
innovation in retail execution as
well as continuing improvements
in customer service.
On a reported basis our associate Distell
posted a decline in group revenue but on
anorganic, constant currency basis group
revenue grew in double digits, driven by an
increase in sales volumes in both domestic
and international markets, the latter beneting
from a weaker rand. EBITA fell on a reported
and organic, constant currency basis,
impacted by a one-off excise charge, caused
by the reclassication of wine aperitifs by the
South African Revenue Service.
Both the beer and soft drinks businesses
beneted from planned productivity
initiatives, which included vendor contract
negotiations, marketing spend effectiveness
and optimising spend on freight, as we
sought to limit the cost impact of high single
digit raw material cost increases and various
market-facing initiatives. Reported EBITA
declined by 3%, but was up 10% on a
constant currency basis due to the revenue
growth and productivity improvements,
withreported EBITA margin increasing
by30 bps to 20.4%.
Supporting female employees
We seek to promote diversity in the workplace
and create an environment supportive of
femaleemployees. Recent years have seen
rapid growth in the numbers of women
employed in our South African business at all
grades with a 77% increase in female middle
executives since 2008.
Extra cold proposition
revives Castle Lite
Castle Lite has regained momentum and
become South Africas largest local premium
brand after a campaign to highlight its
ExtraCold credentials. The new positioning
has included temperature-sensitive labels,
specialised fridges and advertising featuring
USrappers Vanilla Ice and MC Hammer.
Backing South Africas
smallerbrewers
We continue to show our support for the growing
craft beer industry in South Africa by sponsoring
craft beer festivals and events. We also help our
fellow South African brewers to access raw
materials, transfer skills and work on issues such
as maintaining the quality of the countrys hops.
Hotels and Gaming
SABMiller is a 39.7% shareholder in the
Tsogo Sun Group, which is listed on the
Johannesburg Stock Exchange.
Our share of Tsogo Suns reported revenue
was US$466 million, a decrease of 4% from
the prior year with organic, constant currency
growth of 7%. The operations of Tsogo Sun
remain highly geared towards the South African
consumer in gaming and the corporate and
government markets in hotels; both sectors
showing good growth despite the difcult
economic climate.
Gaming revenues were 8% up on an organic,
constant currency basis. The gaming industry
in the major provinces of South Africa
experienced varying levels of growth over the
prior year with the largest province in terms
of gaming win, Gauteng, reporting 7% growth
and with KwaZulu-Natal growing by 9%. Three
of Tsogo Suns four large casinos in these
provinces outperformed the market growth.
The South African hotel industry continued to
show signs of improvement during the year.
South African market occupancies averaged
61% in the year compared with 57% in the
prior year. Group-wide occupancies ended
the year at 65% against prior year
occupancies of 62%.
Reported EBITA for the year declined by 1%,
with growth of 11% on an organic, constant
currency basis. The underlying growth was
driven by improved gaming and hotel
revenues together with cost savings.
Promoting cans
Our 2012 Summer of Cans programme in
SouthAfrica has helped to shift consumers from
traditional bulk packs to the more convenient and
protable 440ml cans. The promotion of 12-packs
of cans for outdoor occasions has lifted our sales
and share of value in the can format.
Rewarding innovation
Our annual Social Innovation Awards were
setupinSouth Africa to recognise innovations
thatcouldbenet disadvantaged people. Last
years ZAR1 million winner was an affordable
andpotentially life-saving malaria diagnosis
kitdeveloped by two young South African
entrepreneurs, Ashley Uys and Lyndon Munger.
Every man an expert
with Carling Black Label
Fronted by football legend Ruud
Gullit, our highly successful Be
the Coach campaign is based
on the insight that every man
secretly believes hes a sports
expert. It breaks new ground in
digital engagement by allowing
consumers to take on the role
offootball coach, select their
players and be rewarded with
aCarling Black Label.
1
In 2013 before exceptional charges of US$nil (2012: exceptional gains of US$23 million being the groups share of prots
on transactions in associates).
Financial summary
Reported
2012
Net
acquisitions
and
disposals
Currency
translation
Organic
growth
Reported
2013
Organic,
constant
currency
growth
%
Reported
growth
%
Group revenue (share of
associates) (US$m) 487 8 (63) 34 466 7 (4)
EBITA
1
(US$m) 135 2 (19) 16 134 11 (1)
Revenue per available room
(Revpar) US$ 69.39 n/a n/a n/a 66.20 n/a (5)
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Chief Financial Ofcers review
We again achieved strong adjusted
earnings pershare growth in the year, up
11%, continuing the trend of double digit
growth. Free cash ow at US$3,230 million
also continued to be robust and was
ahead oflast year by US$182 million.
Jamie Wilson
Chief Financial Ofcer
Financial highlights
Group revenue up 10% to US$34,487 million; revenue up 7% to US$23,213 million.
EBITA of US$6,421 million, an increase of 14%.
EBITA margin of 18.6%, 70 bps higher than the prior year.
Adjusted prot before tax of US$5,630 million, an increase of 11%;
prot before tax ofUS$4,712 million, down 16%.
Adjusted EPS of 238.7 US cents increased by 11%; basic EPS of 205.9 US cents.
Total dividend for the year of 101 US cents per share, up 11%.
Free cash ow improved by US$182 million to US$3,230 million.
Net debt of US$15,701 million, a decrease of US$2,161 million from the prior year.
Shareholder value
The groups nancial goal is to deliver a
higher return to our shareholders than our
peer group over the longer term. We aspire to
be the investment of choice in the global beer
industry. We measure our performance against
this goal by assessing total shareholder
return (TSR), growth in adjusted EPS and
freecash ow.
We again achieved strong adjusted EPS
growth in the year, up 11%, continuing the
trend of double digit growth. Free cash ow
at US$3,230 million also continued to be
robust and was ahead of last year by
US$182 million.
Over the ve years to 31 March 2013 we
achieved a TSR of 216%, compared with
themedian of the comparator group of 76%,
as measured in accordance with the terms
ofthe performance share awards using
three-month averages. The differential
between the two is our TSR key performance
indicator, as shown on page 15. In addition,
since SABMiller moved its primary listing to
the London Stock Exchange in March 1999,
and over the past ve years, we have
signicantly outperformed the FTSE 100 in
sterling terms, as demonstrated in the table
below which is based on daily gures.
Since listing in March
1999 to 31 March
Last ve years
to 31 March
2013
%
2012
%
2013
%
2012
%
SABMiller plc 1,014 690 254 154
FTSE 100 66 44 36 10
Key performance indicators (KPIs)
We use a range of KPIs to monitor progress
against our four strategic priorities and our
nancial goal, as noted on page 15. Our KPIs
and other performance indicators include
non-GAAP performance measures to assess
underlying performance. These incorporate
constant exchange rates for measuring
revenue and prot growth; organic measures
to exclude acquisition and divestment
effects; adjusted prot measures to exclude
exceptional items and amortisation of certain
intangible assets; and adjusted EBITDA as
akey cash ow measure (which includes
dividends from the MillerCoors joint venture
and excludes the cash impact of exceptional
items). Detailed denitions of these terms can
be found on pages 180 and 181, and for
certain items reconciliations to the nearest
equivalent GAAP measure are provided
below or in the notes to the consolidated
nancial statements.
Revenue
Group revenue was US$34,487 million
(including the groups share of associates
and joint ventures revenue of US$11,274
million). This represented an increase of 10%
(7% on an organic, constant currency basis)
driven by selective price increases, increased
volumes and favourable mix, and for the
reported gure the impact of acquisitions,
inparticular Fosters.
As can be seen in chart (a), increased
volumes and improved price and mix have
contributed similarly to the growth in group
revenue, with price/mix gains in most
divisions, most notably Latin America, Africa,
and South Africa: Beverages. Currency
movements during the year reduced reported
group revenue by almost 5%, mainly due to
the weakening of European currencies and
the South African rand, partly offset by the
appreciation of the Colombian peso and
Peruvian nuevo sol. The impact of
acquisitions in the prior year, primarily
Fosters and the Anadolu Efes transaction,
added 12% to group revenue in the year on
the prior year base as adjusted for disposals.
In the past ve years, we have grown group
revenue, both on an organic basis and by
acquisition. The compound annual organic
growth rate in lager volumes has been 2.0%
(2012: 2.4%), and we have leveraged this
growth through price and mix benets
togenerate compound annual organic,
constant currency group revenue growth
of6.6% (2012: 7.1%) over the same period.
Chart (b) illustrates the organic growth
ingroup revenue for each of the past
veyears, with performance shown in
constant currency.
Volumes
The combination of innovation, effective
brand development and good commercial
execution drove strong volume performance
in our developing markets in Africa, Latin
America, Asia Pacic and South Africa, while
North Americas volumes declined amid
weak industry performance. Total volumes,
including lager, soft drinks and other
alcoholic beverages volumes, grew by 4%
compared with the prior year on an organic
basis and by 7% on a reported basis. Lager
volumes grew by 3% on the prior year on an
organic basis and by 6% on a reported basis.
Reported Organic
2013
hl m
2012
hl m
%
change
%
change
Total volumes 306 286 7 4
Lager volumes 242 229 6 3
Chart (c) shows organic growth in lager
volumes for each of the last ve years.
Volumes in the 2009 and 2010 nancial years
were impacted by the global economic
recession following the global nancial crisis.
Input costs
In the year cost of goods sold increased
approximately 4% on the prior year, on a
constant currency per hl basis. Raw material
input costs increased at a slightly lower rate
in the second half of the year reecting global
grain prices retreating from a yearly high in
the rst half of the year. The impact of
increases in commodity prices has been
mitigated partially from savings achieved
through our global procurement programme,
particularly in packaging materials through
lower conversion costs as well as value
engineering initiatives. Distribution costs,
however, grew at a higher rate in the second
half of the year as crude oil prices increased,
partly offset by efciency initiatives
throughout our distribution network.
We expect raw material input costs to
increase by low to mid single digits in the
forthcoming nancial year. This will principally
be driven by the anticipated increases in the
global grain and sugar market prices,
moderated by our forward cover positions,
but could be impacted by the Argentinian
and European barley harvests. Packaging
costs are expected to grow at a slightly
slower rate, as the scope of our procurement
function expands and is expected to continue
to deliver savings.
(a) Group revenue US$m
Components of performance
2012*
*Adjusted for disposals.
2013
(Organic)
2013
(Reported)
30,087
3.5%
3.3% (4.7)%
30,755
12.4% 34,487
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(b) Group revenue growth %
Organic, constant currency basis
2009
9
4
5
7 7
2010 2011 2012 2013
(c) Lager: organic volume growth %
0
2
3 3
2010 2011 2012 2013 2009
0
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EBITA
We report EBITA (earnings before interest,
tax, amortisation and exceptional items) as
this is the key prot metric by which the group
is managed and operating performance is
evaluated internally. Segmental performance
is reported after the apportionment of
attributable head ofce service costs.
We delivered a strong nancial performance
in 2013 with EBITA growth of 9% on an
organic, constant currency basis, with
alldivisions contributing to the increase,
albeit Europes EBITA declined on a
reportedbasis. We grew reported EBITA
(including the impact of acquisitions) by
14%compared with the prior year, to
US$6,421 million. Chart (d) shows the
increase in EBITA for each of the last ve
years with each years growth shown
inconstant currency after excluding the
impactof acquisitions and disposals.
EBITA margin
EBITA margin at 18.6% was 70 bps higher
than the prior year. Chart (e) shows EBITA
margin by division. Asia Pacic and Africa
made particular progress, up 590 bps and
150 bps respectively, the former reecting
thehigher margin Fosters business.
Exceptional items
Items that are material either by size or
incidence are classied as exceptional
items.Further details on these items can
befound in note 4 to the consolidated
nancial statements.
Net exceptional charges of US$203 million
before nance costs and tax were reported
during the year (2012: credits of US$1,037
million) and included net exceptional charges
of US$3 million (2012: credits of US$11 million)
related to the groups share of associates
and joint ventures exceptional charges.
Thenet exceptional charges included:
US$79 million additional gain on the prior
year disposal of our Angolan businesses
tothe Castel group in Africa;
US$141 million charge related to the
business capability programme in Latin
America, Europe, South Africa: Beverages,
and Corporate;
US$91 million charge related to integration
and restructuring costs in Asia Pacic and
South Africa;
US$30 million charge in respect of the
impairment of our business in Vietnam;
and
US$17 million charge in respect of
theBroad-Based Black Economic
Empowerment scheme in South Africa.
Our share of joint ventures and associates
exceptional items in the year comprised a
US$5 million charge relating to an impairment
in Castels Angolan operations. After
non-controlling interests our share of the
charge amounted to US$3 million.
Finance costs
Net nance costs were US$735 million,
a31% increase on the prior years US$562
million mainly as a result of a full years
interest charge on the debt related to the
Fosters acquisition. Finance costs in the
yearincluded a net gain of US$12 million
(2012: US$2 million) from the mark to market
adjustments of various derivatives on capital
items for which hedge accounting cannot
beapplied. Finance costs in the year did
notinclude any exceptional nance costs
(2012: US$22 million).
This mark to market gain, and the net
exceptional nance costs in the prior year,
have been excluded from adjusted nance
costs and adjusted EPS. Adjusted net
nance costs are reconciled to net nance
costs in the table on page 39. They were
38%higher than in 2012. Interest cover has
decreased to 9.1 times from 11.4 times in
theprior year.
(e) EBITA margin performance %
Latin
America
Europe
2013 2012
North
America
Africa Asia
Pacic
South Africa:
Beverages
South Africa:
Hotels &
Gaming
Group
26.1
27.0
15.3
13.6
14.4 14.4
20.2
21.7
9.1
15.0
20.1 20.4
27.7
28.8
17.9
18.6
(d) EBITA growth %
Organic, constant currency basis
2009
5
6
12
8
9
2010 2011 2012 2013
2013
US$m
2012
US$m
Net nance costs 735 562
Mark to market gain on capital
items 12 2
Exceptional nance costs (22)
Adjusted nance costs 747 542
We expect nance costs in the 2014 nancial
year to be broadly similar to those in 2013.
Tax
The effective rate of tax for the year (before
amortisation of intangible assets other than
computer software and exceptional items)
was 27.0% compared with a rate of 27.5% in
the prior year. This change in the rate resulted
from a combination of factors including:
a full years impact of the Fosters
acquisition;
the resolution of various uncertain tax
positions; and
reductions in corporate income tax rates
incertain territories.
In the medium term we continue with our
expectation that the effective tax rate will be
between 27% and 29%. This is a level which
we believe is sustainable based on the
current structure of the group.
The statutory corporate tax charge for the
year was US$1,201 million, a small increase
compared with US$1,126 million in the
prioryear.
Corporate income taxes paid can be
distorted relative to the annual tax charge
asa result of the payment of a tax liability
falling outside the nancial year, and because
of deferred tax accounting treatment.
Uncertainty of interpretation and application
of tax law in some jurisdictions also
contributes to differences between the
amounts paid and those charged to the
income statement. The amount of tax paid
inthe year decreased to US$683 million
fromUS$893 million in the prior year.
Thereduction was largely as a result of tax
refunds received in Australia arising from
thesettlement of a longstanding dispute.
Asa result of specic Australian legislation
the tax refunds generated a liability to pay
anamount back to the Australian Tax Ofce
(ATO) which becomes a prepayment of
futurecorporate income tax liabilities.
Approximately US$440 million was paid
backto the ATO in April 2013. The payment
will be recovered in future years against tax
liabilities that arise in Australia.
Tax revenues play a key role in funding local
public services and supporting vibrant
communities. We pay a signicant amount of
tax and in many countries we are one of the
largest contributors to government income.
In terms of total taxes borne and collected
bythe group, including excise and indirect
taxes, these amounted to US$9,900 million
(2012: US$9,400 million) in the year. The
composition and divisional analysis is shown
in charts (f) and (g) respectively.
During the year approximately US$2,500
million (2012: US$2,500 million) of taxes have
been paid to African tax authorities (including
South Africa).
Prot and earnings
Adjusted prot before tax improved by
11%over the prior year to US$5,630 million
primarily as a result of increased volumes,
improved revenue per hl reecting selective
price increases and positive sales mix, and
the inclusion of Fosters for the whole year.
On a statutory basis, prot before tax of
US$4,712 million was 16% less than the
prioryear due to the inclusion of signicant
exceptional credits arising on transactions
inthe prior year, together with afull years
amortisation of Fosters and Anadolu Efes
intangible assets. The table below reconciles
EBITA to adjusted prot before tax and to
thestatutory prot beforetax.
2013
US$m
2012
US$m
%
change
EBITA 6,421 5,634 14
Adjusted nance costs (747) (542) (38)
Share of associates
and joint ventures
nance costs (44) (30) (47)
Adjusted prot before
tax 5,630 5,062 11
Exceptional items
(excluding nance
cost exceptionals) (205) 1,037
Adjustments to nance
costs 12 (20)
Amortisation (483) (264) (84)
Share of associates
and joint ventures tax
and non-controlling
interests (242) (212) (14)
Prot before tax 4,712 5,603 (16)
Adjusted earnings increased by 12% to
US$3,796 million. With the weighted average
number of basic shares in issue for the year
of 1,590 million, up slightly from last years
1,583 million, we achieved strong adjusted
EPS growth in our reporting currency of US
dollars and also in the currencies in which
our shares are quoted, as demonstrated in
the table below.
2013 2012
%
change
US cents 238.7 214.8 11
UK pence 151.1 134.4 12
South African cents 2,031.3 1,607.0 26
(f) Tax borne and collected
by category
A
B
C
D
E
F
A Excise 64%
B Other indirect taxes 22%
C Employment taxes 7%
D Taxes on prots 5%
E Tax withheld at source 2%
F Taxes on property 0%
(g) Tax borne and collected
by region
A
B
C
D
F
G
Emerging and developing economies
A Latin America 34%
B Africa 26%
C Europe 9%
D Asia Pacic 4%
Developed economies
E Asia Pacic 10%
F Europe 9%
G North America 8%
E
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A reconciliation of the statutory measure
ofprot attributable to owners of the parent
with adjusted earnings is shown in note 8
tothe consolidated nancial statements.
Ona statutory basis, basic earnings per share
were 23% down on the prior year primarily
asa result of the exceptional gains in the
prior year.
Dividends
The board has proposed a nal dividend of
77 US cents to make a total of 101 US cents
per share for the year an increase of 11%
over the prior year. This represents dividend
cover of 2.4 times based on adjusted earnings
per share (2012: 2.4 times). Our guideline is
to achieve dividend cover of between 2.0 and
2.5 times adjusted earnings. The relationship
between the growth in dividends per share
and adjusted earnings per share is
demonstrated in chart (h).
Details of payment dates and related matters
are disclosed in the directors report.
Business combinations and similar
transactions
On 14 March 2013 our Tanzanian subsidiary,
Tanzania Breweries Ltd, acquired a 60%
interest in Darbrew Ltd, a traditional beer
company in Tanzania, for cash consideration
of US$6 million. Our effective interest in
Darbrew is 22%.
With effect from 1 January 2013, following
changes to the shareholder agreement,
ourassociate, Anadolu Efes, has fully
consolidated Coca-Cola Icecek AS (CCI),
theTurkish soft drinks business in which it
has a50.26% interest. While Anadolu Efes
recorded a non-cash gain on the change in
control, we have not recognised our share
ofthe gain as the uplift in value was reected
within the fair valuation on acquisition of our
investment in Anadolu Efes. The impact of
the change in control has been adjusted in
our organic results.
On 7 September 2012 we completed the
disposal of Fosters interests in its Fijian
beverage operations, Fosters Group Pacic
Ltd, which was classied as held for sale
at31 March 2012, for cash consideration
ofUS$57 million, net of cash disposed, and
on28 September 2012 we completed the
disposal of Fosters soft drinks assets, both
to Coca-Cola Amatil Ltd. No gain or loss
wasrecognised on the disposals as the
netassets were fair valued on our acquisition
of Fosters.
On 7 November 2012 Fosters sold its 49.9%
interest in Fosters USA LLC to MillerCoors for
cash consideration of US$21 million. Fosters
USA is now wholly owned by MillerCoors.
Cash ow and investment highlights
Net cash generated from operations before
working capital movements (EBITDA) of
US$5,758 million increased by 16%
compared with the prior year. EBITDA
excludes cash contributions from associates
and joint ventures and also includes the
effects of cash ows from exceptional items.
To consider cash generation on an underlying
basis, we use an adjusted EBITDA measure
which excludes the cash ow impact of
exceptional items and includes the dividends
received from MillerCoors (which are a
proxyfor our share of MillerCoors EBITDA).
Adjusted EBITDA of US$6,835 million grew
by 11% compared with the prior year.
Adjusted EBITDA margin, including our share
of MillerCoors revenue, improved 110 bps
inthe year to 24.1%.
2013
US$m
2012
US$m
EBITDA (see note 27a) 5,758 4,979
Plus cash outows from
exceptional items 191 308
Plus MillerCoors dividend 886 896
Adjusted EBITDA 6,835 6,183
Revenue 23,213 21,760
Plus share of MillerCoors
revenue 5,214 5,116
28,427 26,876
Adjusted EBITDA margin 24.1% 23.0%
Cash ow from working capital was an
outow of US$204 million, principally as a
result of the utilisation of restructuring and
onerous contract provisions, primarily in
Australia, together with the impact of higher
sales in the nal month of the year on debt
collection, partially offset by the extension
ofsupplier payment terms. Cash generated
from operations increased by 6% over the
prior year, to US$5,554 million.
Tax paid in the year was down to US$683
million from US$893 million in the prior year.
As described in the tax section the decrease
arose largely as a result of a refund following
the settlement of a long standing dispute in
Australia, partially offset by additional
withholding taxes paid as a result of our
geographic structure and general timing
differences. Tax payments in the year ending
31 March 2014 are expected to increase
asresult of the tax prepayment made in
Australia in April 2013.
(h) Adjusted earnings per share
(EPS) and dividend per share
US cents
Adjusted EPS
Dividend per share
2009
0
80
160
240
2010 2011 2012 2013
(i) Free cash ow
US$m
2009
97
2,010
2,488
3,048
3,230
2010 2011 2012 2013
Net interest paid increased compared with
the prior year to US$770 million from US$407
million primarily reecting a full years interest
payments on the increased borrowings
following the Fosters transaction.
Capital expenditure on property, plant and
equipment for the year was US$1,335 million
(2012: US$1,473 million), or US$1,479 million
(2012: US$1,639 million) including the
purchase of intangible assets. We have
continued to invest selectively in our
operations to support future growth,
particularly in Africa where new breweries
were commissioned in Nigeria, Uganda and
Zambia during the year and there has been
further capacity expansion in Ghana and
South Sudan. Capital expenditure of
approximately US$1,700 million is expected
in the next nancial year.
Free cash ow improved by US$182 million
toUS$3,230 million, reecting higher cash
generated from operating activities and
decreased capital expenditure. Free cash ow
over the last ve years is shown in chart (i).
Business Capability Programme
In addition to the exceptional costs of the
business capability programme noted above,
the programme incurred capital expenditure
in the year of US$65 million (2012: US$122
million). Accumulated improvements in
working capital of US$560 million have been
achieved. Cumulative net operating benets
in the year amounted to US$321 million
(2012: US$159 million). These include
benets generated from the global
procurement programme, the regional
manufacturing operation in Europe and sales
and distribution systems in Latin America.
Including cost avoidance benets and the net
operating benets of prior years, the
accumulated benets from the programme
now amount to US$1,229 million.
We continue to benet from the extension
ofour globally-managed procurement
programme and other components.
Ourestimates of cumulative net operating
benets are expected to be US$400 million
inthe forthcoming year and with an annual
run rate of approximately US$450 million
byMarch 2014.
Balance sheet
A signicant proportion of the non-current
assets on our balance sheet reect
acquisitions since our listing on the London
Stock Exchange in March 1999. No goodwill
or intangible assets are recognised on the
balance sheet in relation to businesses or
brands that have been developed organically
or were acquired prior to 1998. The same
policy applies for our investments in
associates and joint ventures, including
MillerCoors. Acquisitions post 1 April 1998
and prior to the IFRS transition in 2005 were
accounted for in accordance with UK GAAP,
with intangible assets, such as brands, not
separately recognised but instead forming
part of the goodwill on the acquisition,
whichwas amortised over 20 years in most
instances. On transition to IFRS in 2005,
wechanged our policy and have recognised
acquired intangible assets, primarily brands,
separately from goodwill on acquisitions,
withintangible assets subject to amortisation
and with no amortisation of goodwill. The
goodwill and intangible assets relating to
investments in associates and joint ventures
including MillerCoors are subsumed within
the investment total and not separately
identied on our balance sheet.
Total assets increased to US$56,294 million
from the prior years US$55,928 million
(restated to reect adjustments to provisional
fair values of business combinations in the
prior year), primarily as a result of prots
earned and cash generated in the year, partly
offset by the impact of currency translation.
Goodwill decreased by US$309 million to
US$19,862 million compared with the restated
prior year amount, predominantly as a result
of the impact of foreign exchange rate changes
on goodwill denominated in currencies other
than the US dollar.
Intangible assets decreased by US$323 million,
compared with the restated prior year amount,
to US$9,635 million primarily reecting
amortisation and foreign exchange movements,
partially offset by additions primarily related
to the business capability programme.
Gross debt at 31 March 2013 decreased
toUS$17,872 million from US$18,607 million
at 31 March 2012. Gross debt comprises
borrowings together with the fair value of
derivative assets or liabilities held to manage
interest rate and foreign currency risk of
borrowings. Net debt (comprising gross debt
net of cash and cash equivalents) decreased
to US$15,701 million from US$17,862 million
at 31 March 2012. The reduced level of debt
resulted primarily from the partial repayment
of the Fosters acquisition facilities, together
with the repayment on maturity of bonds in
Colombia and South Africa. As at 31 March
2013 we held cash and cash equivalent
investments of US$2,171 million (2012:
US$745 million).
An analysis of net debt is provided in note
27c to the consolidated nancial statements.
Our gearing (presented as a ratio of net debt
to equity) has decreased to 57.2% from
68.6% at 31 March 2012 (restated).
Total equity increased from US$26,032
million at 31 March 2012 (restated) to
US$27,460 million at 31 March 2013. The
increase was primarily due to the prot for
the year, share issues, a credit of US$189
million related to share-based payment
charges, partly offset by currency translation
movements on foreign currency investments
and dividend payments.
Financial structure and liquidity
Our strong nancial structure gives us
adequate resources to facilitate ongoing
business along with medium-term exibility
toinvest in appropriate growth opportunities
and manage the balance sheet.
The group nances its operations through
cash generated by the business and a
mixture of short and medium-term bank
credit facilities, bank loans, corporate bonds
and commercial paper. In this way, we avoid
over-reliance on any particular liquidity
source. We use cash in hand, cash from
operations and short-term borrowings to
manage liquidity.
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continued
The following table summarises our funding
structure at 31 March 2013.
2013
US$m
2012
US$m
Overdrafts (212) (139)
Borrowings (18,301) (19,067)
Derivatives 676 620
Finance leases (35) (21)
Gross debt (17,872) (18,607)
Cash and cash equivalents 2,171 745
Net debt (15,701) (17,862)
Maturity of gross debt:
Within one year (2,376) (1,061)
Between one to two years (4,135) (1,958)
Between two and ve years (4,811) (10,263)
Over ve years (6,550) (5,325)
The average maturity of the gross committed
debt portfolio is 6.7 years (2012: 6.9 years).
On 19 July 2012 and 9 September 2012
respectively, ZAR1,600 million 9.935% Notes
due 2012 and COP370,000 million IPC+8.18%
Ordinary Bonds due 2012 matured and were
repaid from existing resources.
On 6 December 2012 SABMiller Holdings Inc
issued 1,000 million 1.875% Notes due
January 2020. The notes were issued under
the SABMiller Holdings Inc US$3,000 million
Euro Medium Term Note Programme,
established on 12 October 2012 and
guaranteed by SABMiller plc. The proceeds
of the bond were used to repay a portion of
the three and ve-year term facilities put in
place to nance the acquisition of Fosters.
On 28 March 2013 SABSA Holdings Ltd
issued ZAR1,000 million 7.125% Notes due
March 2018. The notes were issued under
the ZAR6,000 million Domestic Medium
TermNote Programme, established on
13December 2012 and guaranteed by
SABMiller plc. The proceeds of the bond
were used to repay existing indebtedness.
On 15 March 2013 SABMiller plc extended
the maturity date of its US$2,500 million
committed syndicated facility to 6 April 2018.
Our committed undrawn borrowing facilities
have decreased from US$3,810 million at 31
March 2012 to US$3,352 million at 31 March
2013. We have sufcient headroom to service
our operating activities and ongoing capital
investment. Maturing debt in the next 18
months includes COP338,500 million and
COP640,000 million bonds maturing June
2013 and May 2014 respectively, US$1,100
million and US$550 million bonds maturing
inAugust 2013 and January 2014 and a
number of local bank facilities. Current
committed headroom is sufcient to cover all
maturing facilities over the next 18 months.
We have continued to be able to access
sufcient and signicant funding from a
number of sources and expect to renew
maturing facilities as necessary.
Currency, interest rate, commodity and
credit risk management
We manage the risks from foreign exchange,
interest rates, commodities and credit risk
within a framework of policies approved by
the board which are reviewed on a regular
basis. Exposures are managed within target
hedge levels and reported regularly to the
treasury and audit committees.
Currency risk
Most of our net assets are denominated in
currencies other than the US dollar with the
result that our US dollar balance sheet can
be signicantly affected by currency
movements. We seek to mitigate this impact,
where cost effective, by borrowing (directly
orsynthetically) in the same currencies as the
functional currencies of our main operating
units. We borrow principally in US dollars,
Australian dollars, euros, Colombian pesos
and South African rand. Other than this, we
do not hedge translation exposures.
Our debt prole at 31 March 2013 (after taking
account of derivatives) is illustrated in chart (j).
We are also exposed to transactional
currency risk on sales and purchases.
Committed transactional exposures are
fullyhedged and a proportion of other
transactional exposures for a period of up to
18 months is also hedged; this is principally
achieved using forward exchange contracts
and foreign exchange swaps.
Interest rate risk
Our policy is to borrow (directly or synthetically)
principally in oating rates, reecting our view
that oating rates are generally lower than
xed rates in the medium term. However,
inorder to mitigate the impact of an upward
change in interest rates, the extent to
whichgroup debt may be in oating rates
isrestricted to below 75% of consolidated
netdebt and in addition is managed to a
measure based on the potential impact of
adverse moves in interest rates. This policy
excludes ination-linked debt. As at 31 March
2013 56% of net borrowings were at xed
rates taking into account nancial derivatives,
compared with 50% at 31 March 2012.
Exposure to movements in interest rates
ongroup borrowings is managed through
interest rate swaps and forward rate
agreements as well as borrowings in xed
and oating rate instruments.
(j) Net debt prole
A
B C
D
E
F
A US dollar 40%
B Australian dollar 17%
C Euro 16%
D Colombian peso 7%
E South African rand 4%
F Other currencies 16%
The weighted average interest rate for the
total gross debt portfolio at 31 March 2013
decreased to 4.1% (2012: 4.9%) primarily
reecting the reduction in interest rates in
certain currencies and the repayment of
some high interest rate debt during the year.
Commodity risk
Our policy is to manage both commodity
supply and price risk. Commodity supply
riskis managed by the setting of minimum
coverage levels and principally through
supplier contracts. Commodity price risk
ismanaged within minimum and maximum
guardrails principally through multi-year xed
price contracts with suppliers and where
appropriate derivative contracts. We hedge
aproportion of commodity supply and price
risk for a period of up to ve years. Where
derivative contracts are used, we manage
exposures principally through exchange
traded futures, forward contracts and swaps.
Credit risk
Our counterparty credit risks arise mainly
from exposure to customers and nancial
institutions. We limit the exposure to nancial
institutions arising from cash, deposits of
surplus funds and derivative nancial
instruments by setting credit limits based on
the institutions credit ratings and generally
only with counterparties with a minimum
credit rating of BBB- and Baa3 from
Standard & Poors and Moodys respectively.
There is no signicant concentration of credit
risk with respect to trade receivables as we
have a large number of internationally
dispersed customers.
Usage of derivative instruments
Our policy only allows the use of derivative
instruments to manage the currency,
commodity and interest rate risks arising
from our operations and nancing activities.
Itis group policy that no trading in nancial
instruments is undertaken.
Currency
The key exchange rates to the US dollar
usedin the preparation of the consolidated
nancial statements are detailed in the
tablebelow. Most of the major currencies
inwhich we operate depreciated against
theUS dollar on a weighted average basis
over the year with the exception of the
Colombian peso and the Peruvian nuevo sol.
In terms of closing rates, European currencies
as well as the South African rand weakened,
while the Australian dollar and Peruvian
nuevo sol strengthened.
Year ended 31 March %
2013 2012 change
Average rate
Australian dollar 0.97 0.95 (2)
South African rand 8.51 7.48 (12)
Colombian peso 1,796 1,831 2
Euro 0.78 0.72 (7)
Czech koruna 19.65 17.65 (10)
Peruvian nuevo sol 2.61 2.73 5
Polish zloty 3.26 2.99 (8)
Turkish lira 1.80 1.73 (4)
Closing rate
Australian dollar 0.96 0.97 1
South African rand 9.24 7.67 (17)
Colombian peso 1,832 1,792 (2)
Euro 0.78 0.75 (4)
Czech koruna 20.07 18.52 (8)
Peruvian nuevo sol 2.59 2.67 3
Polish zloty 3.26 3.13 (4)
Turkish lira 1.81 1.78 (1)
Accounting policies
The principal accounting policies used
bythegroup are shown in note 1 to the
consolidated nancial statements.
In addition, note 1 details the areas where a
high degree of judgement has been applied
in the selection of a policy, an assumption
orestimates used. These relate to:
the assumptions used in impairment
testsof carrying values for goodwill and
intangible assets, including forecasts of
future growth, in particular the success
ofintegration initiatives in relation to newly
acquired businesses, the appropriate
discount rates and long-term growth rates;
judgements in relation to provision for
taxes where the tax treatment cannot
befully determined until a formal
resolutionhas been reached with
therelevant tax authority;
assumptions required for the calculation
ofpost-retirement benet obligations;
estimates of useful economic lives and
residual values for intangible assets and
property, plant and equipment;
judgements in relation to the fair values
ofassets and liabilities on acquisition; and
judgements as to the determination of
exceptional items.
Jamie Wilson
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Sustainable development
Value through local growth
Promoting economic growth and
innovation across our value chain
Our local operations produce high-quality
drinks that are enjoyed by millions of
consumers every day, creating jobs,
payingtaxes, encouraging enterprise
anddeveloping local skills.
In the year, SABMiller generated US$25,042
million of economic value
1
. The majority of
this was distributed through the course of
ourbusiness to our employees, shareholders
and investors, suppliers and governments,
aswell as to local communities through our
corporate social investment activities.
The multiplier effect the jobs and employment
created as a result of our investments and
operations can be a powerful driver of
development. Our operations in Africa and
South Africa employ over 24,000 people,
supporting a further million jobs indirectly
andcontributing over US$9,000 million of
added value to the economy
2
.
Around the world we have enabled
entrepreneurs to establish thousands of new
businesses. Many have grown from informal
businesses into self-sustaining, growing
companies. Last year alone, SABMiller
including our foundations invested over
US$6 million in programmes to foster
entrepreneurial activity worldwide.
In Africa, we are creating completely new
beer brands brewed with locally grown
crops. Across the continent, SABMiller works
with a spectrum of farmers from large-scale
commercial growers to near-subsistence
smallholder farmers to boost yields, incomes
and economic growth. By pioneering the
useof traditional crops such as sorghum
andcassava in brewing, we are opening up
new opportunities, markets and sources of
income for local farmers and communities.
For the year ended 31 March 2013, SABMiller
Africa sourced 52% of agricultural crops
used from within Africa, reaching a year early
its target to source 50% of agricultural crops
in Africa by 2014.
In Ghana, the introduction of cassava beer
during the year gives consumers of illicit
andinformal alcohol access to an affordable,
quality alternative. It also gives farmers
previously working at subsistence level a
newincome stream and provides government
with a new source of revenue from taxation.
In Uganda, our Eagle brands beers
brewedfrom locally sourced sorghum crops
have now grown to account for 30% of the
local market.
A fair approach to taxation
Given its important contribution to local
public services, the level of tax paid by
multinational companies is of major interest
to many stakeholders.
We work closely with revenue authorities
around the world to ensure our tax returns
and related disclosures meet their
requirements and this is underpinned by
arobust governance structure. This year,
wewere recognised as Best Taxpayer of
theYear for the third year running by
Mozambiques Tax Authority.
Total taxes borne and collected by SABMiller
plc in the last nancial year amounted to
US$9,900 million compared with US$9,400
million in 2012. These include excise taxes,
corporate taxes, transactional taxes and
taxes borne by employees, as well as a
shareof our US joint ventures taxes. Of this
total, 73% was paid in developing countries.
The corporate tax charge for 2013 was
US$1,201 million compared with US$1,126
million last year, giving us an effective tax
rateof 27% (2012:27.5%).
Reducing the harmful use of alcohol
We know that most consumers enjoy beer
inmoderation with friends and families,
butthere is a minority who drink too much,
putting themselves and the people around
them at risk of harm. Combating the
harmfuluse of alcohol and the issues linked
with it, such as drink-driving or underage
drinking, are core priorities for us. We
operate over 100 programmes around the
world to help reduce the harmful use of
alcohol, working with local partners,
governments and communities.
Our approach to helping to reduce alcohol
harm also requires regular reviews of our
commercial governance practices to reect
societys expectations. We believe that our
policies on employee behaviour, commercial
communication and product innovation are
atthe leading edge of our industry, as is the
company-wide education programme that
reinforces our beliefs in this area.
The increasing focus by both governments
and NGOs on alcohol-related harm is leading
to increased regulatory intervention and a
stronger expectation that industry will play
aleading role in tackling these problems.
InOctober, in response to the call by the
World Health Organization (WHO) and its
member states in the WHOs Global Strategy
to Reduce the Harmful Use of Alcohol, we
signed a ve-year global action plan with
other leading beer, wine and spirits companies
to help reduce the harmful use of alcohol.
This requires us to strengthen and expand
marketing codes of practice; provide consumer
information and innovate products responsibly;
reduce underage drinking; reduce drinking
and driving; and enlist the support of retailers
to reduce harmful drinking. We are condent
we can meet these commitments according
to the stated timetable.
The growing resource challenge: nexus
thinking across our value chain
The anticipated growth of the middle class
from two billion to ve billion worldwide by
2030
3
is expected to raise millions of people
out of poverty, but will also put pressure on
scarce natural resources. According to the
2013 World Economic Forum Global Risks
Report, water supply is one of the top ve
global risks in terms of likelihood and impact.
We rely on high-quality water and water
scarcity is already becoming a reality for
some of our breweries.
SABMiller has become a global brewer by
excelling locally nurturing strong, local brands
which suit the tastes of consumers in each
ofour markets. We generate long-term returns
by building value chains that drive economic
growth and stimulate social development while
using scarce resources efciently.
1
For more information on the economic value generated by SABMiller, see Sustainable Development Summary Report 2013, page 10.
2
For more information see SABMiller: Our economic impact in Africa animation, and Working for South Africa: the contribution of SAB
tothe South African Economy, at www.sabmiller.com.
3
The emerging middle class in developing countries, Homi Kharas, OECD Development Centre Working Paper No. 285, January2010.
Middle class is dened as having daily per capita spending of US$10 to US$100.
Addressing the illegal alcohol market
in Latin America
Across Latin America one of the greatest
challenges we face is the presence of a large
illegal alcohol market.
Tackling the complex factors that lead to
theharmful use of alcohol requires a targeted,
evidence-based approach. This year we
asked FLACSO, a well-respected association
of university sociology faculties in Latin
America, to look at alcohol consumption
patterns across the region. Among other
interesting ndings, they found that in
countries with lower per capita levels of beer
consumption there is likely to be a higher
proportion of the population prone to harmful
consumption of alcohol, mostly cheap and
often illegal spirits.
A second study, with Euromonitor
International, helped us to determine the size
and shape of the illegal alcohol market in
Latin America. It found illegal alcohol to be
roughly a quarter of the total alcohol market
rising to almost a third in countries such as
Peru and Ecuador. It also showed that where
beer is more affordable as in Panama
theillegal market tends to be small.
These studies help us to take more targeted
action. For instance in Peru we are working
with local authorities to understand the
reasons for the existence of the illegal alcohol
market. In Colombia our media campaign,
Licores Adulterados de Colombia (LACRA),
acaricature of a ctional illegal alcohol
company, seeks to change consumer
attitudes towards illegal alcohol by
exposingits dangers.
Through this evidence-based approach,
andworking in partnership with governments,
NGOs and other stakeholders to develop a
targeted response, we are helping to reduce
the harmful use of alcohol across the continent.
Expanding the Water Futures
partnership
The Water Futures partnership was established
in 2009 to facilitate local action to address
some of the most pressing shared water risks
facing SABMiller and surrounding communities
and ecosystems. It set out to prove the
business case for private sector action.
This has been done through local
partnerships in eight countries with projects
to protect watersheds, upgrade infrastructure
and strengthen local water management
institutions. For instance, in George, South
Africa, SAB (Pty) Ltd is working with the
Department of Environmental Affairs,
WWFand local hop farmers to clear alien
vegetation. This will help to improve water
run-off in the area and relieve stress to the
region. In 2012, a new project in Zambia
joined the partnership: Zambian Breweries
isworking with stakeholders to rehabilitate
alocal spring used by both its Ndola facility
and the local community.
To open up the knowledge, experience
andbenets of the partnership to more
participants, the partnership has agreed
toscale-up into a broader Water Futures
initiative. This will expand its reach, increase
the global network of local partnerships
andencourage new partners tojoin in
collaborative action.
For more information, see
www.water-futures.org
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Water security cannot be achieved in
isolation: it needs to be addressed alongside
food and energy security with businesses,
governments and civil society working in
partnership to develop practical, local
solutions. In areas where water security
presents a potential challenge to our
business, we are taking a lead in creating
these partnerships.
Our Water Futures partnership, established
in2009 to protect watersheds and boost
groundwater levels, covers local projects
ineight countries. In South Africa we are
afounder member of the Strategic Water
Partners Network part of the global Water
Resources Group (WRG) which brings
together businesses and other organisations
to improve water efciency and infrastructure.
Last year, water efciency within our operations
improved by 8% while fossil fuel emissions per
hectolitre of lager produced fell by 10%. From
a2008 baseline, we are on track to meet our
goals of reducing water use per hectolitre of
lager produced by 25% by 2015 and to halve
our on-site fossil fuel emissions per hectolitre
oflager produced by 2020.
Brewing more efciently also reduces waste.
The waste we produce is mainly organic and
94.4% is reused or recycled. We also work
hard to improve the sustainability of our
packaging. Over half of our beer is packaged
in returnable bottles and kegs which have
alower carbon and waste impact than
single-use types of packaging. We work
withsuppliers to reduce the weight and
environmental impact of both returnable and
one-way packaging. For example, this year,
Grolsch changed its iconic swing-top bottle
for a lighter version, saving over 100 tonnes
of steel a year.
Building sustainable development into
our operations and business planning
Our 10 sustainable development priorities
have provided a consistent framework for
managing our most signicant social,
environmental and economic impacts since
their launch in 2006. They support our
strategic priority to raise constantly the
protability of local businesses, sustainably.
Our local operations use the 10 priorities
toguide how they invest their resources,
depending on their local issues and
challenges. At a global level we focus on
three priorities material to all our operations:
discouraging irresponsible drinking; making
more beerusing less water; and encouraging
enterprise development in our value chains.
We believe that these three issues have the
greatest potential to impact on business
value and create the greatest benets for
thecommunities in which we work. Our
approach to water recognises that water,
food and energy are connected and we
therefore have an aggressive global carbon
reduction target.
Progress against our 10 priorities is overseen
by the group corporate accountability and
risk assurance committee (CARAC), a
sub-committee of the SABMiller plc board.
Twice a year our Sustainability Assessment
Matrix (SAM) provides a detailed country-
Sustainable Development Report
For more information on our approach
tosustainable development and our
performance, go to our Sustainable
Development Report 2013 at
www.sabmiller.com/sd
Nexus animation
Water, food and energy are interconnected.
Water is used to grow food and to generate
energy; energy is needed to grow food and
totreat and move water; and land is needed
toproduce energy. These three resources
cannotbe managed in isolation. This
interconnectedness is often called the
water-food-energy nexus. Watch our animation
to nd out more about the water-food-energy
nexus at www.sabmiller.com/nexus
Water to lager ratio
(hl water/hl lager)
2009
4.5
4.3
4.2
4.0
3.7
2010 2011 2012 2013*
4.6
2008
Water to lager ratio down
8% to 3.7 hl/hl and on track
toreach 3.5 hl/hl by 2015.
CO2e emissions from fossil fuel
energy used on site (kgCO2e/hl lager)
2009
12.4
11.1
2010 2011 2012 2013*
14.9
2008
13.8
14.3 14.2
Fossil fuel emissions from
energy use at our breweries
down 10% to 11.1 kgCO2e/hl.
* Independent assurance has been obtained from
PricewaterhouseCoopers LLP on the 2013 data: excluding
data relating to MillerCoors LLC the water to lager ratio and
CO2e emissions from fossil fuel energy used on site were 3.7
hl/hl and 10.4 kgCO2e/hl respectively. For more information
see our Sustainable Development Summary Report 2013.
level assessment of our sustainable
development performance. Every country is
assessed against ve levels of performance
from a minimum standard (level one) to
leading edge (level ve). SAM data is used
toinform business planning and corporate
governance through our regional and group
CARACs. In many cases, sustainable
development performance forms part of our
senior managers performance objectives
and remuneration.
During the year, the groups average SAM
score increased from 3.2 to 3.3 the sixth
year of continual improvement. Scores
increased across nine out of 10 priorities
(HIV/Aids maintained a high average score
of3.8) as our local businesses focused
ontackling the sustainable development
issuesthat are most signicant in their
particular market.
The average score achieved
against our Sustainability
Assessment Matrix was 3.3.
Transparency and ethics
This year we have continued to obtain
assurance as to the effective implementation
of our ethics and anti-bribery policies.
Ouranti-bribery programme includes
internationally recognised good practice
including training and communication,
vettingof relevant suppliers and
communicating our ethical standards,
procedures in areas such as gifts and
entertainment, donations and sponsorships,
and promoting our independent
whistleblowing hotlines and procedures.
Ourglobal procurement business, SABMiller
Procurement, has also integrated ethics
andanti-corruption requirements into its
bestpractice sourcing policies. During the
year, we have also been working with some
of our key joint venture partners to understand
their approach to transparency and anti-
bribery issues, and to ensure that this is
aligned with our commitment to high ethical
standards. Our Internal Audit function is
engaged in a project to monitor the roll-out
ofour anti-bribery programme within key
operating business units.
Our work to ensure both that our ethical
procedures are integrated into business
asusual processes, and that transparency
and ethics are a key consideration in all
signicant business decisions, will continue
on an ongoing basis.
We place a high value on reporting and
communicating in an open and honest way
with our stakeholders. We produced our
rstgroup sustainable development report
in1998. This year, 16 of our businesses
produced their own local sustainability
reports and many others provide information
online. We also contributed to several
independent reports, including the Water
Funds Business Case Report which
highlights how investing in water funds in
several Latin American cities can create
competitive advantage.
Increasingly we use new ways of raising
awareness of sustainable development
challenges. For example, in February 2013,
SABMiller partnered with The Guardian to
hold a day of broadcasts and live online
debates on how to achieve inter-connected
action on water, food and energy security.
The debates were viewed online by over
3,000 visitors from 101 different countries,
reaching an estimated 1.5 million people
through social media.
2012
2013
2011
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Best practice: achieving what is currently
considered to be global best practice in a
particular eld.
Leading edge: performance that represents
genuine global leadership on an issue.
Developing leadership: applying a
comprehensive approach including innovative
tools and widespread engagement.
Progressing: ensuring consistent performance
is achieved in a particular eld.
Minimum standard: all operations must achieve
level one, or have a plan in place to do so, as it
represents management of our key sustainable
development risks.
5
Improving our sustainable development performance Stairway level assessment criteria
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2012 average
2011 average
2007 average
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People
Succeeding by valuing and empowering our employees
Providing a exible, fair and diverse
place to work
SABMiller employs over 70,000 people
across six continents. Our success is driven
by each individuals contribution and we
recognise the advantages of a diverse
workforce with the right skills, commitment
and motivation.
All our employees are compensated with
afair wage and comprehensive benets
andhave access to development
opportunities both within their role
andtowards career progression.
In many countries we offer our employees
free medical healthcare if they need it.
Incountries where HIV/Aids prevalence
isgreater than 1% we provide access
tovoluntary counselling and testing and
managed healthcare programmes for
ouremployees and their immediate
dependants if they need it.
On 31 March 2013 we had 1,733 HIV/Aids
peer educators, equating to one peer
educator for every 12 employees in high
prevalence countries (dened as greater
than5% of the population).
We treat all employees equally, respecting
and promoting diversity in our workforce.
Wehave clear policies and processes in
place to ensure that we recruit and treat
people fairly and on merit, regardless of age,
gender, sexual orientation, religion, disability
or ethnic origin. We believe that better
business decisions come from groups of
competent, high-calibre individuals with a
mixof skills, experience and backgrounds.
In an industry traditionally perceived as
male-dominated, we have various initiatives
for ensuring better representation for women.
These include MillerCoors Building
Relationships and Empowering Women
(BREW) mentoring programme in the USA,
companywide and supported by a female
executive sponsor. As at 31 March 2013,
18.8% of our workforce were female (2012:
19.0%) and 28.1% of our executives and
managers were women (2012: 27.8%).
Although only two of the 12 members
oftheexecutive committee are female,
19%of SABMillers plc board are women,
which ishigher than the FTSE100 average
1

and three of our eight independent non-
executive directors are female.
Our employees play a crucial role in our
success and it is important that we solicit
their views and listen to their ideas and
opinions. This is done in almost all of our
operations through employee engagement
surveys. We respect our employees right
tounion representation and 38% of our
workforce are union members (2012: 36%).
Many of our businesses have developed
productive partnerships with trade unions
oncollective bargaining and other issues.
We are signatories of the UN Global
Compact and have recently rolled out a
revised approach to managing human rights
risks, taking account of the UNs Universal
Declaration of Human Rights and Guiding
Principles on Business and Human Rights.
This approach helps our local businesses
toidentify and mitigate any signicant risks
within their operations and value chains.
This year, SABMiller Procurement launched
anew Supplier Code of Conduct and
Sustainable Development Standards covering
the protection of human rights and labour
standards, transparency and business ethics
and environmental impact. As a member of
SEDEX, the Supplier Ethical Data Exchange,
and AIM-PROGRESS, a cross-sector forum
that promotes responsible sourcing, we work
collaboratively to improve supplier standards
and share best practices. Two thirds of our
global suppliers sites have been assessed
against our standards using SEDEX.
For many years, in South Africa we have
supported Broad-Based Black Economic
Empowerment (BBBEE) initiatives aimed at
growing the economy by including and
empowering previously disadvantaged South
Africans. More than 78% of SAB (Pty) Ltds
workers are from previously disadvantaged
groups and 61% of its workers are black. This
year in the annual BBBEE verication, SAB
achieved 73.11 (2012: 72.9) and is therefore a
Level 4 contributor to BBBEE. Through its
BBBEE ownership programme, SAB Zenzele,
the business has created almost 40,000
shareholders among staff and retailers.
Safety, health and wellbeing
ofouremployees
Each of our businesses is responsible for
ensuring a safe working environment in
itsbreweries, bottling plants and ofces.
Weaim to create a healthy and positive
workenvironment and we know that absent
orunmotivated employees can reduce
productivity. We support the World Economic
Forums alliance on workplace wellness,
aconsortium of companies committed to
advancing wellness in the workplace. Through
this group, we share information about our
programmes with other members one
example being our Employee Alcohol Policy.
We aim to make sure that our employees,
contractors and visitors to our breweries,
bottling plants and ofces are safe. We have
systems to identify and minimise the risk of
accidents, including regular audits, and
robust monitoring and reporting of incidents
when they do occur.
We employ over 70,000 people
across six continents.
It is with regret that we report 14 employee
andcontractor fatalities this year. Two of
theserelated to accidents while undertaking
maintenance or repair activities, nine related to
accidents involving vehicles, and three related
to robberies or assaults on our staff while on
sales or trade visits. In each case we have
undertaken an investigation and, where
applicable, implemented measures to minimise
the likelihood of such an incident recurring.
During the year, we recorded 15,695 days
lost through injury a 12% decrease on
2012. However, we recorded 1,788 industrial
injuries, which represents a slight increase
onlast year (2012: 1,713).
This year we have undertaken a detailed
review of our global health and safety
practices, the results of which have been
shared with the group CARAC. A working
group is now looking at strengthening our
health and safety management and reporting
structures across all of our operational
functions. This review has a high priority
within the business and we aim to implement
any changes in the coming nancial year.
Delivering business success through
high performance
We recognise and reward strong performance.
Every year, each employee sets stretching
individual objectives in conjunction with their
manager. These goals are linked to local
company objectives, ensuring that each
individual has clear accountability for
delivering the business strategy.
We believe that better business decisions
come from groups of competent, high-calibre
individuals with a mix of skills, experience
andbackgrounds.
1
The Female FTSE board report 2012, International Centre for Women Leaders, Craneld University.
Bonus payments and salary increases
arelinked to performance against these
individual goals and are calculated against
acombination of individual achievement
andoverall company performance.
Attracting and retaining talent
We aim to offer appropriate career
development opportunities to all our
employees and encourage each individual
totake ownership of, and manage, their
owndevelopment, whether in their current
role or to prepare them for a new one.
Through our global learning strategy we offer
over 200 courses from specic functional
programmes to management development
Promoting prevention, testing
andtreatment for life-threatening
diseases in Africa
We operate in regions where some life-
threatening diseases such as HIV/Aids and
malaria are prevalent. Following successful
pilots in Botswana, South Africa, Swaziland
and Tanzania, we are rolling out our new
Wellness Development Programme which
focuses on these diseases as well as on
sexually transmitted infections, hepatitis B
andC and tuberculosis. Under the programme,
we train employees to become peer educators
who can engage with their colleagues and
thesurrounding community to promote
prevention, testing and treatment.
As we tackle HIV/Aids in countries of
highprevalence, this approach has
provedeffective in reducing the associated
stigma and increasing voluntary testing
andcounselling rates for employees and
theirdependants.
Improving employee retention in India
In recent years in India, we have seen high
employee turnover rates of around 20%.
In a competitive labour market we have
faceda particular challenge in attracting
andretaining employees with the talent and
skills to support the growth of the business.
To tackle the issue, we have run a
comprehensive employee engagement
campaign, Project Sangam (Bringing
Together in Sanskrit), to communicate our
strategy and ensure consistent execution
across the business. Greater alignment has
resulted in greater engagement and has
reduced turnover to 8% this year. The
business has built also clear frameworks to
show how employees can progress and enjoy
a fullling career with the company. SABMiller
India is also doing more to communicate its
aspirations including holding regular town
hall meetings with senior leaders so that
allemployees feel part of future success.
and leadership programmes, using
techniques from e-learning to programmes
facilitated by leading educational institutions.
This year we introduced more functional
training in technical areas such as
engineering and brewing to strengthen and
boost our capabilities and so protect us from
potential skills shortages. In the year ended
31 March 2013, we provided an average of
3.7 training days for every employee.
3.7 days of training per
employee on average.
We seek to ensure that the talent we need
toprotect our growth and provide tomorrows
leaders is identied early and properly
nurtured. The roles most critical to delivering
business strategy within SABMiller have been
identied, as has a global succession pool for
these roles monitored by the executive
committee with candidates from all regions.
In the past year, we have made 36 key
appointments from this global talent pool
with experienced executives taking up senior
posts groupwide.
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1. Graham Mackay BSc (Eng), BCom

Chairman
Graham Mackay joined the South African
Breweries Limited (SAB Ltd) in 1978 and
has held a number of senior positions in
the group, including Executive Chairman
of the beer business in South Africa.
He was appointed Group Managing
Director in 1997 and Chief Executive
ofSouth African Breweries plc upon its
listing on the London Stock Exchange
in1999. In July 2012 he was appointed
Executive Chairman of SABMiller plc.
He is a director of Philip Morris
International Inc. and a non-executive
director of Reckitt Benckiser Group plc.
Mr Mackay was diagnosed with a brain
tumour in April 2013, leading the board
toaccelerate the planned promotion of
Alan Clark to Chief Executive with
MrMackay becoming non-executive
Chairman. Atthedate of this annual
reportMrMackay is on medical leave
ofabsence while continuingtreatment.
2. John Manser CBE, DL, FCA

Acting Chairman and Senior
IndependentDirector
John Manser joined the board in 2001,
was appointed Senior Independent
Director in July 2010 and became Deputy
Chairman in 2012. He is a fellow of the
Institute of Chartered Accountants and
was, until his retirement in February 2013,
Chairman of Shaftesbury plc. He has
formerly held a number of senior
positions, both in listed companies and
the nancial services industry, including
Chairman of Robert Fleming Holdings and
Chairman of the London Investment
Banking Association. He is currently the
Chairman of Trustees for Marlborough
College and is Deputy Chairman of the
College Council.
He has assumed the role of acting
Chairman while Mr Mackay is on medical
leave of absence. In light of his additional
responsibilities and time commitment as
acting Chairman, he will stand down as
chairman of the audit committee and as
amember of the audit and remuneration
committees on 5 June 2013.
3. Alan Clark MA, DLitt et Phil

Chief Executive
Alan Clark was appointed as Chief
Executive in April 2013. He joined SAB Ltd
in 1990 as Training and Development
Manager. He has since held a number of
senior positions in the group, including
Chief Operating Ofcer, SABMiller plc;
Managing Director, SABMiller Europe;
Marketing Director, SAB Ltd; Managing
Director, Amalgamated Beverage
Industries Ltd (SAB Ltds soft drinks
division) and Chairman, Appletiser South
Africa (Pty) Ltd.
Before joining the group, he received his
Doctorate of Psychology degree from the
University of South Africa.
4. Jamie Wilson LL.B.(hons), CA, ATII

Jamie Wilson was appointed as Chief
Financial Ofcer in 2011. He joined
SABMiller in 2005 and has held a
numberof senior positions in the group,
includingSenior Vice President, Market
Development and Strategy, Miller Brewing
Company, USA; Managing Director,
SABMiller Russia; Managing Director for
SABMillers Central European businesses,
and Finance Director for SABMiller Europe.
Before joining SABMiller he held a
numberof senior roles in the global
beverage industry.
5. Mark Armour MA, FCA

Mark Armour joined the board in 2010. He
is a non-executive director of the Financial
Reporting Council. He was Chief Financial
Ofcer of Reed Elsevier Group plc and of
its two parent companies, Reed Elsevier
PLC and Reed Elsevier NV, from 1996 to
2012. Prior to joining Reed Elsevier in
1995 he was a partner in the London
ofce of Price Waterhouse. From 2002
until 2004, he was the Chairman of The
Hundred Group of Finance Directors. He
succeeds Mr Manser as chairman of the
audit committee on 5 June 2013.
6. Geoffrey Bible FCA (Aust), ACMA

Geoffrey Bible joined the board in 2002
asa nominee of Altria Group, Inc. (Altria)
following completion of the Miller Brewing
Company transaction. He served as Chief
Executive Ofcer of Altria from 1994 until
April 2002 and as Chairman of the Altria
board from January 1995 until August
2002, when he retired. He also served as
Chairman of the board of Kraft Foods Inc.
from March 2001 until his retirement in 2002.
7. Dinyar Devitre BA (hons), MBA
Dinyar Devitre joined the board in 2007
asa nominee of Altria. He is a member of
the board of Altria, a director of Western
Union Company and a special advisor to
General Atlantic LLC. He was senior vice
president and Chief Financial Ofcer of
Altria between 2002 and 2008 and was a
director of Kraft Foods Inc. between 2002
and 2007.
He is a director of Pratham USA, serves
as a Trustee of the Brooklyn Academy of
Music and is a Trustee Emeritus of the
Asia Society.
8. Lesley Knox MA

Lesley Knox joined the board in 2011.
Sheis a non-executive director of
Centricaplc and is a Trustee of the
Grosvenor Estates and Chairman of
Grosvenor Group Limited. She originally
qualied as a solicitor, and then spent
15years with Kleinwort Benson before
becoming Governor of the British Linen
Bank and a founder director of British
Linen Advisers. Most recently, she was
Chairman of Alliance Trust plc. She is
involved with a number of arts and
charitable organisations. She will
succeedMr Morland as chairman of
theremuneration committee following
the2013 AGM.
Board of directors
Corporate accountability and risk assurance committee (CARAC)
Executive committee
Nomination committee
Remuneration committee
Audit committee
1. 2.
3. 4.
5. 6.
7. 8.
9. John Manzoni BEng, MEng, MBA

John Manzoni joined the board in 2004.
Between 2007 and 2012 he was President
and Chief Executive Ofcer of Talisman
Energy Inc. Prior to joining Talisman he
was Chief Executive of Rening and
Marketing of BP plc. He joined BP in 1983
and was appointed to the BP plc board in
2003. He is a member of the Accenture
Energy Advisory Board.
10. Miles Morland

Miles Morland joined the board in 1999.
He is founder and Chairman of two
companies investing in Africa, Blakeney
Management and Development Partners
International. He is also a director of
various companies investing in the
emerging world. He will stand down as
chairman and as a member of the
remuneration committee following the
2013 AGM.
11. Dambisa Moyo BSc, MPA,
MBA, Ph.D
Dambisa Moyo joined the board in 2009.
She is an international economist who
writes on the macro economy and global
affairs, and is a non-executive director of
Barclays PLC and Barrick Gold Corporation.
She is a contributing editor to CNBC, the
business and nance news network. She
has previously worked at Goldman Sachs
and the World Bank in Washington D.C.
12. Carlos Alejandro Prez Dvila
BA, MPhil
Carlos Prez joined the board in 2005 as
a nominee of the Santo Domingo Group
following completion of the Bavaria
transaction. He is a Managing Director at
Quadrant Capital Advisors, Inc., Chairman
of the Board of Caracol TV S.A. and
serves on the board and executive
committee of Valorem S.A. He is also
aDirector of Comunican S.A., Cine
Colombia S.A. and the Queen Soa
Spanish Institute. He was previously an
investment banker at Goldman Sachs &
Co., S.G. Warburg & Co. and Violy,
Byorum & Partners.
13. Cyril Ramaphosa Bproc LLD (hc)

Cyril Ramaphosa joined the board of
SABLtd in 1997 and was appointed to
theboard of South African Breweries plc
upon its listing on the London Stock
Exchange in 1999. He is the founder and
Chairman of Shanduka Group and holds
directorships in MTN Group Ltd, The
Bidvest Group, Standard Bank and
Alexander Forbes.
He was elected deputy president of
theAfrican National Congress (ANC)
inDecember 2012 and in light of the
increasing amount of time which he
willneed to devote to his public service
commitments, he will retire from the
boardfollowing the 2013 AGM.
14. Alejandro Santo Domingo Dvila
BA
Alejandro Santo Domingo joined the
board in 2005, as a nominee of the Santo
Domingo Group following completion of
the Bavaria transaction. He is a Managing
Director at Quadrant Capital Advisors,
Inc., and serves on the boards of Valorem
S.A., Comunican S.A. and Caracol
Television S.A. He is the treasurer of Aid
for AIDS Charity, a member of the board
of trustees of The Metropolitan Museum
ofArt and is also a member of the board
of the US-based DKMS Americas
Foundation, WNET (Channel Thirteen)
andthe Wildlife Conservation Society.
15. Helen Weir CBE, MA, MBA, FCMA

Helen Weir joined the board in 2011.
Sheis Group Finance Director of the
JohnLewis Partnership. Between 2008
and 2011 she was Group Executive
Director Retail at Lloyds Banking Group
plc. She has formerly held a number of
senior positions in both Lloyds TSB plc
and Kingsher plc and was a non-
executive director of Royal Mail Holdings
and the City of London Investment Trust.
She will replace Cyril Ramaphosa as a
member of the nomination committee
following the 2013 AGM.
She is a member of the Said Business
School Advisory Council and was
previously a member of the Accounting
Standards Board.
16. Howard Willard BA (hons), MBA
Howard Willard joined the board in 2009
as a nominee of Altria. He is Executive
Vice President and Chief Financial Ofcer
of Altria and also oversees the nancial
services business of Philip Morris Capital
Corporation and the Strategy and
Business Development organisation.
Priorto this he was Executive Vice
President, Strategy and Business
Development for Altria and has held
various leadership positions at Philip
Morris USA Inc. Before joining the Altria
family of companies in 1992 he worked at
Bain & Company and Salomon Brothers
Inc. He currently serves on the Executive
Advisory Council for the Robins School of
Business at the University of Richmond.
17. Guy Elliott MA, MBA
Guy Elliott will join the board on 1 July 2013
and become a member of the audit and
remuneration committees. He is a senior
executive director of Rio Tinto plc and
RioTinto Limited and served as Chief
Financial Ofcer from 2002 until April
2013. He has been a non-executive
director of Royal Dutch Shell plc since
2010 and the chairman of its audit
committee since May 2011. He has been
on the UK Takeover Panel since 2012.
He was previously a non-executive
director of Cadbury plc from 2007 until its
acquisition by Kraft in 2010, and during
his tenure he served as chairman of the
audit committee until April 2009 and as
senior independent director from 2008
until 2010.
9. 10.
11. 12.
13. 14.
15. 16.
17.
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Executive committee
1. Norman Adami BBusSc (hons),
MBA
Chairman, SABMiller Beverages
SouthAfrica
Norman Adami was appointed to the role
of Chairman, SABMiller Beverages South
Africa in January 2013 and has overall
strategic responsibility for SABMillers
beverage business in South Africa. Prior
to this he was Chairman and Managing
Director of The South African Breweries
Limited (SAB Ltd). He rst joined SAB Ltd
in 1979 and has held a number of senior
positions in the group. These include
Regional Director, Operations Director,
Chairman and Managing Director,
SABLtd, President and Chief Executive
Ofcer, Miller Brewing Company and
President and Chief Executive Ofcer,
SABMiller Americas.
He is an independent non-executive
director of Allied Electronics Corporation
Limited.
2. Mark Bowman BCom, MBA
Managing Director, SABMiller Africa
Mark Bowman was appointed Managing
Director of SABMiller Africa in 2007.
Hejoined SABMillers beer division in
1993 and has held various senior
positions in the group. These include
Managing Director of SABMillers Polish
subsidiary Kompania Piwowarska S.A.,
Managing Director of Amalgamated
Beverage Industries Ltd (now the soft
drinks division of SAB Ltd) and Chairman
of Appletiser.
He is an independent non-executive
director of Tiger Brands Limited.
3. Sue Clark BSc (hons), MBA
Managing Director, SABMiller Europe
Sue Clark was appointed Managing
Director, SABMiller Europe in June 2012,
previously having held the position of
Corporate Affairs Director, SABMiller plc
since 2003. Prior to this, she held a
number of senior roles in UK companies,
including Director of Corporate Affairs,
Railtrack Group from 2000 to 2003 and
Director of Corporate Affairs, Scottish
Power plc from 1996 to 2000.
She is a Trustee of the Clore Social
Leadership Programme.
4. John Davidson MA, BCL
General Counsel and Group Company
Secretary, SABMiller plc
John Davidson joined the group as
General Counsel and Group Company
Secretary in 2006. Before joining
SABMiller, he spent his entire legal career
at Lovells, a leading international law rm,
where he had been a partner since 1991,
specialising in international corporate
nance, cross border mergers and
acquisitions, and corporate governance
advisory work. He was the Chairman
for2010 and 2011 of the GC100 group
(the association of general counsel and
company secretaries of companies in
theFTSE 100).
5. Domenic De Lorenzo BCom (hons),
CA (SA)
Director, Corporate Finance and
Development, SABMiller plc
Domenic De Lorenzo joined SABMillers
corporate nance team in 1996 from UAL
Investment Bank in South Africa. He
became Director, Corporate Finance and
Development for Europe and the Americas
in 2000 and the Director of the global
team in 2010.
6. Nick Fell BA (hons)
Marketing Director, SABMiller plc
Nick Fell was appointed Marketing
Director, SABMiller plc in 2006. Prior to
this, he worked for Cadbury Schweppes
Plc, as President, Global Commercial
Strategy and also as Director of
Marketing, Cadbury Trebor Bassett.
Hepreviously worked for Diageo plc
for15years in a number of senior roles
including Global Brands Director, Johnnie
Walker, and Group Marketing Director,
Guinness Brewing.
7. Tony van Kralingen BA (hons)
Director: Supply Chain & Human
Resources, SABMiller plc
Tony van Kralingen was appointed
Director: Supply Chain & Human
Resources for the SABMiller group in
October 2008. He joined SAB Ltd in 1982
and has held a number of senior positions
in the group. These include Operations
Director and Marketing Director, SAB Ltd;
Chairman & Chief Executive Ofcer,
Plzensk Prazdroj a.s. and, most recently,
Chairman and Managing Director: SAB
Ltd. In his current role he is accountable
for Group Procurement, Technical and
R&D and Human Resources.
8. Karl Lippert M.Eng (Mechanical)
President, SABMiller Latin America
Karl Lippert was appointed President,
SABMiller Latin America in 2011. He joined
the group in 1992 and has extensive
experience in the global brewing industry.
Prior to his appointment as President of
Bavaria S.A. in Colombia in 2006,
hewasManaging Director of Kompania
Piwowarska S.A. in Poland, and
previously held senior positions as
Managing Director of Dreher in Hungary,
Sales and Distribution Director for
SABMiller Europe, and various positions
within SAB Ltd in South Africa.
9. Catherine May BA (hons)
Corporate Affairs Director, SABMiller plc
Catherine May was appointed Corporate
Affairs Director, SABMiller plc in October
2012. She joined SABMiller from Centrica
plc, where she served as Corporate
Affairs Director from 2006 until December
2011, having previously been Group
Director of Corporate Relations at the
global information publishing business
Reed Elsevier Group plc.
She is a non-executive director of the
English National Opera and a trustee of
the UK National Funding Scheme and the
Foundation for World Capitals of Culture.
10. Ari Mervis BCom
Managing Director, SABMiller Asia Pacic
and Chief Executive Ofcer, Carlton &
United Breweries
Ari Mervis was appointed Managing
Director Asia Pacic and Chief Executive
Ofcer of Carlton & United Breweries in
2011, having been Managing Director of
SABMiller Asia since 2007. He joined SAB
Ltds soft drinks division, Amalgamated
Beverages Industries Ltd, in 1989 and
hasheld various senior positions in sales,
marketing, nance and general
management. He has been Managing
Director of Swaziland Bottling Company
and Appletiser as well as Managing
Director of SABMiller operations in Russia
and Australia.
He is a director of the Melbourne Business
School, and Chairman of China
Resources Snow Breweries.
The executive committee (excom) is appointed by the Chief Executive.
It comprises the Chief Executive, the Chief Financial Ofcer, regional
managing directors and directors of group functions. Its purpose is to
support the Chief Executive in carrying out the duties delegated to him
by the board. In that context, excom executes the strategy and budget
approved by the board. It also ensures that regular nancial reports are
presented to the board, that effective internal controls are in place and
functioning, and that there is an effective risk management process in
operation throughout the group.
1. 2.
3. 4.
5. 6.
7. 8.
9. 10.
The directors have pleasure in submitting
their report to shareholders, together with
theaudited annual nancial statements for
the year ended 31 March 2013.
Principal activities and business review
SABMiller plc is a holding company which
has brewing and beverage interests across
six continents. Our principal subsidiaries,
associates and joint ventures are listed
innote 34 to the consolidated nancial
statements. Our principal activities are
themanufacture, distribution and sale
ofbeverages.
We are required by the Companies Act 2006
to produce a fair review of our business,
including a description of the principal risks
and uncertainties we face, our development
and performance during the year, and our
position at the end of the year. These are
allcovered in the business review on pages
2to 43 of this annual report. Other key
performance indicators and information
relating to environmental matters, employee
matters and social and community issues
required by the business review are set out
inour sustainable development review and
people section on pages 44 to 49 of this
annual report.
Signicant acquisitions, disposals,
nancing transactions, investments and
material developments during the year
In September 2012 the group completed
thedisposal of Fosters Group Pty Limiteds
(Fosters) interests in its Fijian beverage
operations, Fosters Group Pacic Limited,
and the disposal of Fosters soft drinks
assets. These interests and assets were
originally acquired as part of our December
2011 acquisition of Fosters and were sold
toCoca-Cola Amatil Limited.
In December 2012, SABMiller Holdings Inc,
awholly owned subsidiary of SABMiller plc,
issued 1,000 million, 1.875% Notes due
January 2020. These notes were issued
under its US$3,000 million Guaranteed Euro
Medium Term Note Programme established
in October 2012 and guaranteed by
SABMiller plc. The proceeds were used by
SABMiller Holdings Inc to repay in part its
bank borrowings incurred to nance the
acquisition of Fosters.
In January 2013, we announced that our
subsidiary in Panama, Cerveceria Nacional,
S.A., had agreed to sell its milk and juice
business to La Cooperativa de Productores
de Leche Dos Pinos R.L. for a total cash
consideration of US$86 million. Following
approval from the Panama competition
authority (the Authority for Consumer
Protection and the Defence of Competition)
the transaction completed in May 2013.
In February 2013, we announced that China
Resources Snow Breweries Limited, our joint
venture with China Resources Enterprise,
Limited, had entered into an agreement
withKingway Brewery Holdings Limited to
acquire its brewery business, for a total
cashconsideration of RMB5.38 billion
(c. US$864 million). The transaction was
approved by Kingway shareholders in May
2013, and completion remains subject to
requisite regulatory approvals.
In March 2013, SABSA Holdings Limited
(SABSA), a wholly owned South African
subsidiary of SABMiller plc, issued ZAR1,000
million, 7.125% Notes due March 2018. The
Notes were issued under its ZAR6,000
million Domestic Medium Term Note
Programme established in December 2012
and guaranteed by SABMiller plc. The
proceeds were used by SABSA to repay
existing indebtedness.
Also in March we exercised an option to
extend the maturity date on our US$2,500
million committed syndicated revolving credit
facility by one year to April 2018.
Directors
The names and biographical details of
thecurrent directors are set out on pages
50and51. All the current directors served
throughout the period except for Mr Clark,
who was appointed to the board on 26 July
2012. Messrs Kahn and Pieterse served as
directors until their retirement on 26 July
2012. As detailed in our corporate
governance report, it is intended that Mr
Elliott will join the board as an independent
non-executive director on 1 July 2013 and
that Mr Ramaphosa will retire from the board
at the conclusion of the 2013 annual general
meeting. Details of the interests in shares
andoptions of the directors who held ofce
during the year and any persons connected
to them are set out in the directors
remuneration report on pages 66 to 85.
The directors approach to corporate
governance, and statements of our
application of the UK Corporate Governance
Code are set out in the corporate governance
report, which forms part of this directors
report, on pages 57 to 65 and in the directors
Share capital
During the year, our issued ordinary share
capital increased from 1,664,323,483 shares
of 10 US cents each to 1,669,731,799 shares
of 10 US cents each, as a result of the issue
of 5,408,316 ordinary shares to satisfy the
exercise of options granted under our
shareincentive plans, details of which are
shown in note 25 to the consolidated
nancialstatements.
During the year we transferred 4,600,000
ordinary shares from treasury to the
SABMiller pc Employees Benet Trust (EBT),
to be used to satisfy awards outstanding
under our share incentive plans. At 31 March
2013 we held a total of 67,468,338 ordinary
shares in treasury.
During the year 1,329,857 ordinary shares
were purchased by the trustee on behalf of
the EBT (at an average price of 25.08 per
share) which amounted to 0.080% of the
issued ordinary shares of the company, in
order to ensure that the EBT continued to
hold sufcient ordinary shares to meet
potential future obligations in respect of
performance shares conditionally awarded
under the Performance Share Award Plans.
The total consideration paid amounted to
US$53,291,403.
In addition, we have had 50,000 deferred
shares of 1 each in issue since our
incorporation in 1998. None were issued
during the year.
Purchase of own shares
At the last annual general meeting,
shareholder authority was obtained for us to
purchase our own shares up to a maximum
of 10% of the number of ordinary shares in
issue as at 8 June 2012. This authority is
dueto expire at the earlier of the next annual
general meeting or 26 October 2013, and
remains exercisable provided that certain
conditions relating to the purchase are
met.The notice of annual general meeting
proposes that shareholders approve a
resolution updating and renewing the
authority allowing us to purchase our
ownshares.
We did not repurchase any shares during the
year for the purpose of cancellation, holding
in treasury or for any other purpose.
Annual general meeting
Our 2013 annual general meeting will be held
at the InterContinental London Park Lane,
One Hamilton Place, London W1V 7QY, UK
at11.00am on Thursday 25 July 2013.
Copies of the Notice of this meeting may be
obtained from our website.
Directors report
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Directors report
continued
Dividends
An interim dividend of 24 US cents per share was paid to shareholders on 14 December 2012,
in respect of the year ended 31 March 2013. Details of the nal dividend proposed bythe
board for the year ended 31 March 2013 are set out below:
Amount of nal dividend proposed
bytheboard:
77 US cents per share.
Total proposed dividend for theyear
ended31 March 2013:
101 US cents per share.
If approved, the nal dividend will be payable to shareholders on either section of the register
on 16 August 2013 in the following way:
Dividend payable on: 23 August 2013.
Currency of payment: South African rands to shareholders on the
RSA section of the register.
US dollars to shareholders shown as having
anaddress in the USA and recorded on the
UKsection of the register (unless mandated
otherwise).
Pounds sterling to all other shareholders on
the UK section of the register.
Ex-dividend dates: 12 August 2013 for shares traded on the
JSELimited, SouthAfrica.
14 August 2013 for shares traded on the
London Stock Exchange (LSE).
The rate of exchange for conversion from US dollars will be calculated on 24 July 2013
andpublished on the RNS of the LSE and the SENS of the JSE Limited on 25 July 2013.
Since the introduction on 1 April 2012 of a dividend withholding tax in South Africa
dividendspaid to shareholders registered on the RSA section of the register will, unless
ashareholder qualies for an exemption, be subject to a dividend withholding tax at a rate
of15%. The dividend withholding tax is only of direct application to shareholders registered
onthe RSA section of the register, who should direct any questions about the application
ofthe dividend withholding tax to Computershare Investor Services (Pty) Limited,
Tel: +27 11 373-0004.
Note 9 to the consolidated nancial statements discloses dividends waived.
Donations
During the year the group contributed
US$ 37.5 million to corporate social
investment programmes, of which
US$12,746,988 represented charitable
donations. Of this amount charitable
donations amounting to US$219,549
weremade by SABMiller plc and our
UKsubsidiary, Miller Brands (UK) Limited,
bothinthe UK and overseas, comprising
donations in respect of community
development, health and education,
theenvironment and other causes.
In March 2013 the board announced,
following due consideration, that the group
would provide funding to political parties in
the 2014 South African elections. Donations
of US$1 million (ZAR9 million) in total were
made in May 2013, distributed across the six
largest parties in proportion to their seats in
the National Assembly. The group made
contributions of ZAR5 million in the run up
tothe 1999, 2004 and 2009 elections and
has not made any other political donations
inSouth Africa outside the national election
cycle. This years higher donation value in
South African rand follows a number of years
of double-digit ination in South Africa.
In Australia, our Carlton & United Breweries
(CUB) business paid membership fees to
registered political parties and incurred
expenditure in attending public policy events
by registered political parties. The total value
of the fees and expenditure incurred was
US$38,387. All CUB expenditure related to
participation and attendance at public policy
events. CUB does not provide stand-alone
cash or in kind donations to any political
party. Donations of this nature in Australia
arean accepted part of the socio-political
environment.
In Honduras the groups subsidiary,
Cervecera Hondurea, donated soft drinks
to the value of US$5,954 to participants in
the primary elections for the benet of
volunteers assisting during the elections.
It remains our policy not to make donations
to political organisations in the European
Union. Other political donations are only
made by exception, and where permitted
bylocal laws, and must be consistent with
building multi-party democracy.
Ethical business conduct
The SABMiller Code of Business Conduct
and Ethics sets out the high ethical standards
with which all SABMiller employees are
expected to comply, and forms part of our
wider programme of policies and procedures
throughout the group for combating bribery
and corruption. We are committed to
conducting business in a way that is fair,
ethical and within the framework of
applicable laws and regulations. We offer
independent condential whistleblower
hotlines in the countries in which we operate
so that our employees can report any breach
of our Code, including bribery, fraud or
corruption.
Employment, environmental and social
policies
Our aim is to be the employer of choice in
each country in which our group companies
operate. To achieve this, each operating
company designs employment policies
whichattract, retain and motivate the highest
quality of staff. We are committed to an
active equal opportunities policy, from
recruitment and selection, through training
and development, appraisal and promotion
to retirement. Within the constraints of local
law, it is our policy to ensure that everyone is
treated equally, regardless of gender, colour,
nationality, ethnic origin, race, disability,
marital status, sexual orientation, religion or
trade union afliation. We value the benets
of employing people of different races,
genders, creeds and backgrounds. If
employees become disabled, efforts are
made to allow them to continue in their role,
or a suitable alternative role, through making
reasonable adjustments. Full consideration
isgiven to applications for employment from
disabled persons, having regard to their
particular aptitudes and abilities.
We are committed to the 10 principles of
theUnited Nations Global Compact, which
sets out universally accepted principles in
theareas of human rights, labour, the
environment and anti-corruption. Our
websitesets out these principles and our
progress towards achieving them.
We are committed to regular communication
and consultation with our employees and
weencourage employee involvement in our
performance. We have global distribution of
real time news through our global intranet,
which is available to all of the groups
businesses to help inform employees about
what is happening in our global operations.
Further information is provided to employees
at regional and country level by way of
newsletters and electronic communication.
Certain employees throughout the group are
eligible to participate in the groups share
incentive plans.
The sustainable development review on
pages 44 to 47 gives an overview of the
progress against our 10 sustainable
development priorities and of the impact
ofour business on the environment. More
detailed information is provided in our
sustainable development report 2013,
available on our website.
Research and development
To ensure improved overall operational
effectiveness, we place considerable
emphasis on research and development in
our global technical activities. This enables
us to develop new products, packaging,
processes and manufacturing technologies.
Continued progress was made in our
research in the key areas of raw materials,
brewing, avour stability, packaging materials
and energy and water saving.
Payment of suppliers
Our policy is to pay invoices in accordance
with the terms of payment agreed in
advance. At the year end, the amount we
owed to trade creditors was equivalent to
48.6 days (2012: 49.4 days) of purchases
from suppliers.
Overseas branches
SABMiller plc does not have any branches
registered overseas.
Going concern and audit
Page 86 details the directors responsibilities
for preparing the consolidated nancial
statements. As set out in that statement,
thedirectors are satised that SABMiller
plcis a going concern.
PricewaterhouseCoopers LLP have
expressed their willingness to continue in
ofce as auditors and resolutions proposing
their reappointment and authorising the
board to set their remuneration will be
submitted to the forthcoming annual
generalmeeting.
Directors indemnities
The company has granted rolling indemnities
to the directors, uncapped in amount, in
relation to certain losses and liabilities which
they may incur in the course of acting as
directors of the company or of one or more of
its subsidiaries and associates. The company
secretary and deputy company secretary
have also been granted indemnities, on
similar terms, covering their roles as
company secretary and deputy company
secretary respectively of the company and
asdirectors or as company secretary of one
or more of the companys subsidiaries and
associates. The board believes that it is in
thebest interests of the group to attract and
retain the services of the most able and
experienced directors and ofcers by offering
competitive terms of engagement, including
the granting of such indemnities.
These indemnities are categorised as
qualifying third-party indemnity provisions
asdened by Section 234 of the Companies
Act2006. They will continue in force for the
benet of directors and ofcers in respect of
their periods of ofce.
Substantial shareholdings
Details of notications received by the
company in accordance with the Disclosure
and Transparency Rules as at 3 June 2013
and of persons with signicant direct or
indirect holdings known to the company
atthe year end are set out in the ordinary
shareholding analyses on page 182 of this
annual report.
Financial instruments
Information on our nancial risk management
objectives and policies and details of our
exposure to price risk, credit risk, liquidity risk
and cash ow risk are contained in note 22
tothe consolidated nancial statements.
Other disclosures required by the
Companies Act and the Disclosure
andTransparency Rules
We do not have any contractual or other
arrangements that individually are essential
to the business of the company or the group
as a whole.
The structure of our share capital, including
the rights and obligations attaching to each
class of share and the percentage of the
share capital that each class of share
comprises, is set out in note 25 to the
consolidated nancial statements. There are
no securities of the company that grant the
holder special control rights.
At 31 March 2013 our employees benet
trusts held 8,339,106 ordinary shares in the
company. By agreement with the company,
voting rights attached to these shares are not
exercised unless shares are benecially
owned by a participant and that participant
has instructed the underlying shareholder to
vote. As at 31 March 2013 there were no
benecially held shares in our employees
benet trusts.

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Directors report
continued
The directors are responsible for the
management of the business of the company
and may exercise all the powers of the
company subject to the articles of
association and relevant statutes. Powers
ofthe directors relating to the issuing and
buying back of shares are set out in the
articles of association. These powers are
subject to renewal by our shareholders each
year at the annual general meeting.
Our articles of association give the board
ofdirectors power to appoint directors.
Thearticles of association may be amended
by special resolution of the shareholders.
Directors appointed by the board are
required to submit themselves for election by
the shareholders at the next annual general
meeting. Additionally, as disclosed in the
corporate governance report on pages 57 to
65, Altria Group, Inc. (Altria) and BevCo Ltd
(BevCo) have power under their respective
relationship agreements with the company
tonominate directors for appointment to
theboard and certain committees. These
relationship agreements also regulate
processes applicable in relation to the
acquisition or disposal of shares by Altria
andBevCo.
We have a number of facility agreements
withbanks which contain provisions giving
rights to the banks upon a change of control
of the company. A change of control of the
company would also give The Coca-Cola
Company certain rights under its bottling
agreements with various subsidiaries
ofthecompany, and in certain limited
circumstances may give China Resources
Enterprise, Limited the ability to exercise
certain rights under a shareholders
agreement in relation to the companys
associate CR Snow. A change of control
mayalso give the Molson Coors Brewing
Company the ability to exercise certain
rightsunder the MillerCoors operating
agreement, and would result in certain
minority protection rights contained in our
relationship agreement with the Anadolu
Group and Anadolu Efes ceasing to apply.
The company does not have any agreements
with any director or ofcer that would provide
compensation for loss of ofce or
employment resulting from a takeover.
Our articles of association allow directors, in
their absolute discretion, to refuse to register
the transfer of a share in certicated form
which is not fully paid or the transfer of a
share in certicated form on which the
company has a lien. If that share has been
admitted to the Ofcial List, the board may
not refuse to register the transfer if this would
prevent dealings in our shares from taking
place on an open and proper basis. The
board may also refuse to register a transfer
ofa share in certicated form unless the
instrument of transfer is lodged, duly
stamped (if stampable), at the address at
which our register is held or at such other
place as the directors may appoint, and
(except in the case of a transfer by a nancial
institution where a certicate has not been
issued in respect of the share) is
accompanied by the certicate for the share
to which it relates and such other evidence
as the directors may reasonably require to
show the right of the transferor to make the
transfer, is in respect of only one class of
share and is in favour of not more than four
transferees jointly.
Transfers of shares in uncerticated form
must be made in accordance with, and
subject to, the Uncerticated Securities
Regulations (the Regulations), the facilities
and requirements of the relevant CREST
system and such arrangements as the
boardmay determine in relation to the
transfer of certicated shares (subject to
theRegulations).
Transfers of shares listed on the JSE in
uncerticated form must be made in
accordance with, and subject to, the
Securities Services Act 2004, the Rules
andDirectives of the JSE and STRATE Ltd.
Certicated shares may be transferred prior
to dematerialisation, but share certicates
must be dematerialised prior to trading in
theSTRATE environment.
Pursuant to our code for securities
transactions, directors and persons
discharging managerial responsibilities, and
employees may in certain circumstances,
require approval to deal in the companys
shares.
Unless the directors otherwise determine,
noshareholder is entitled in respect of any
share held by them to vote either personally
or by proxy at a shareholders meeting or to
exercise any other right conferred by
membership in relation to shareholders
meetings if any call or other sum presently
payable by them to the company in respect
of that share remains unpaid. In addition,
noshareholder will be entitled to vote if they
have been served with a notice after failing
toprovide the company with information
concerning interests in those shares required
to be provided under Section 793 of the
Companies Act 2006. Restrictions on the
rights of the holders of convertible shares
and deferred shares are set out in note 25
tothe consolidated nancial statements
(although there are no convertible shares
currently in issue).
Votes may be exercised in person, by proxy,
or in relation to corporate members, by a
corporate representative. The deadline for
delivering proxy forms is 48 hours before
thetime for holding the meeting.
John Davidson
General Counsel and
Group Company Secretary
For and on behalf of the
board of SABMiller plc
5 June 2013
Introduction
This report describes our directors approach
to corporate governance and how the board
applies the UK Corporate Governance Code.
In his statement on pages 6 to 9 of the
annual report, our acting Chairman reports
on how we apply the principles of the Code
relating to the role and effectiveness of the
board.
Application of the UK Corporate
Governance Code
The board applied all of the principles and
provisions of the Code throughout the year
ended 31 March 2013, except in three
respects:
1. In July 2012, our Chief Executive,
MrMackay, was appointed as Executive
Chairman with the intention that he would
hold this position for an interim period of
one year. The Code recommends that a
chief executive should not go on to be
chairman of the same company and that
the chairman should on appointment meet
the independence criteria set out in the
Code. As a former Chief Executive,
MrMackay was not independent
onappointment.
Mr Mackays proposed appointment was
announced in April 2012, when the board
set out a number of changes to the
composition of the board to take effect at
our 2012 annual general meeting, including
the retirement of our then Chairman, Mr
Kahn, and of Mr Pieterse, an independent
non-executive director; the appointment
ofMr Mackay as Executive Chairman;
andthe appointment of MrClark as an
executive director and Chief Operating
Ofcer, with the intention that he would
succeed Mr Mackay as Chief Executive
atthe end of the interim period, when
MrMackay would become non-
executiveChairman.
Before announcing these changes, we
discussed them with our major institutional
shareholders, and at the time of their
announcement our Senior Independent
Director, MrManser, wrote on behalf of the
board to all shareholders to explain the
process that had been followed and to set
out the boards reasons for these changes.
These changes were welcomed by the
overwhelming majority of shareholders,
and our explanation of our decision not to
apply the Code in this respect under the
comply or explain principle was cited by
the Association of British Insurers, in
areport in December 2012, as a best
practice example.
Subsequently, as shareholders will be
aware, MrMackay was diagnosed in April
2013 with a brain tumour, which led the
board to accelerate the planned promotion
of MrClark to Chief Executive. The
transition of management responsibilities
from MrMackay to MrClark was well
advanced when MrClark assumed the role
of Chief Executive on 23 April 2013, three
months earlier than was originally planned.
Mr Manser has assumed the role of
actingChairman while Mr Mackay, who
iscurrently on a medical leave of absence,
continues his treatment.
2. Our audit committee did not consist solely
of independent directors. Under our
relationship agreement, as approved by
shareholders in 2002 and in 2005, Altria
Group, Inc. (Altria) has the right to
nominate a director to the audit committee,
and has nominated MrDevitre, whom the
board does not consider to be an
independent director for the purposes
ofthe Code. The board nevertheless
considers that the composition of the audit
committee remains appropriate, given
Altrias interest as the companys largest
shareholder, and is satised that, having
regard to the experience and background
in nancial matters of Mr Devitre, as a
former chief nancial ofcer of Altria, the
independence from management and the
effectiveness of our audit committee in
discharging its functions continue to be
considerably enhanced and not in the
leastcompromised.
3. Two directors, MrArmour and Ms Weir,
were unable to attend our 2012 annual
general meeting because of long standing
prior commitments.
Leadership and effectiveness
Board of directors: composition,
independence and renewal
Composition
We have 16 directors: our Chairman
(MrMackay, who is currently on medical
leave of absence); our acting Chairman
(MrManser, who is also our Deputy
Chairman and Senior Independent Director);
seven other independent non-executive
directors; ve non-executive directors who
we do not consider to be independent; and
two executive directors (Mr Clark, the Chief
Executive, and Mr Wilson, the Chief Financial
Ofcer). Short biographies of each of the
directors are on pages 50 and 51.
The size and certain aspects of the
composition of our board and our audit,
nomination and corporate accountability
andrisk assurance committees continue to
be determined in part by the terms of our
relationship agreements with Altria and with
BevCo Ltd (a holding company of the Santo
Domingo Group), both of which have been
approved by SABMillers shareholders.
Our agreement with Altria limits the size of
the board to a maximum of 15 directors, of
whom no more than two are to be executive
directors, up to three are to be non-executive
directors nominated by Altria, up to two are
to be non-executive directors nominated by
BevCo, and up to eight are to be non-
executive directors nominated by the board.
Our agreement with BevCo allows BevCo to
nominate up to two non-executive directors
for appointment to the board.
As was the case last year, the number of
directors currently exceeds the number
permitted under our agreement with Altria.
Altria has consented to this in order to
facilitate the progressive renewal of the
boardand the broadening of the diversity
ofbackground, gender and experience at
board level. The board is grateful to Altria
forits agreement to permit the maximum
number of directors allowed under the
relationship agreement to be exceeded for
the time being. The board has announced
further changes to the composition of the
board, detailed overleaf, that will, in the
absence of unforeseen circumstances,
restore the number of directors to that
envisaged by the agreement, while still
applying the provision of the Code that
atleast half of the directors (excluding the
Chairman) should be independent non-
executive directors.
Altria and BevCo have each exercised their
right under their respective agreements to
nominate one director for appointment to the
nomination committee, being Mr Bible and
Mr Santo Domingo respectively. Both Altria
and BevCo have the right to nominate
directors for appointment to the corporate
accountability and risk assurance committee
(CARAC), which Altria has exercised
(nominating Mr Bible) but BevCo has not, and
Altria has exercised its right to nominate one
director (Mr Devitre) for appointment to the
audit committee.
Independence
The board considers eight directors
MrArmour, Ms Knox, MrManser,
MrManzoni, MrMorland, Dr Moyo,
MrRamaphosa and Ms Weir to be
independent for the purposes of the Code.
The board considers ve non-executive
directors not to be independent for the
purposes of the Code: MrBible, MrDevitre
and MrWillard, as they are nominees of
Altria, the companys largest shareholder;
and MrSanto Domingo and MrPrez,
asthey are nominees of BevCo Ltd, the
companys second largest shareholder.
Asnoted in our statement of our application
of the Code, MrMackay was not considered
independent on his appointment as Chairman.
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If a director has served for a period of nine
years or more, the Code requires the board
to consider whether that director continues
to be independent. In respect of each of the
two independent directors who have served
the board for more than nine years and are
offering themselves for re-election
(MrManser and MrMorland), the board has
considered specically whether their length
of service has compromised their
independence. In each case the board has
determined that the director concerned
remains independent in character and
judgement and that there are no relationships
or circumstances which are likely to affect,
orcould appear to affect, his judgement,
andthat the independence of character
andjudgement of each of the directors
concerned is not in any way affected or
impaired by length of service, noting also that
as a result of executive directors succession
over the last two years, neither MrManser
nor MrMorland has served concurrently
withany executive director for more than
twoyears.
The board also conducted a rigorous
reviewof the performance of MrManser
andMrMorland and considers that they
bothcontinue to bring invaluable integrity,
wisdom and experience to the board and to
contribute positively to board and committee
deliberations, especially during the period of
transition of both executive directors and the
chairman over the past two years. The board
is therefore entirely satised as to the
performance and continued independence
ofeach of these directors.
Progressive renewal of the board
The board continues to believe that its overall
composition remains appropriate, having
regard in particular to the independence of
character and integrity of all of our directors,
and the experience and skills which they
bring to their duties.
We have been fortunate to retain the services
of a number of distinguished non-executive
directors, MrBible, MrManser, MrMorland
and MrRamaphosa, who have held ofce for
all, or most, of the period since the companys
listing on the London Stock Exchange in
1999. Together they have provided stability
tothe board and the board has beneted
greatly from their valuable insights into the
group, its markets and the industry.
Nevertheless, our directors have shown their
commitment to the progressive refreshment
of the board in terms of age, experience,
gender and balance of skills. We have
appointed six new independent non-
executive directors over the past ve years,
and in March 2013 we announced changes
that will see the appointment of Mr Elliott as
another independent non-executive director
on 1 July 2013, and, in light of the increasing
amount of time which he will need to devote
to public service following his appointment
asdeputy president of the African National
Congress, the retirement of Mr Ramaphosa
on 25 July 2013. Barring unforeseen
circumstances it is expected that Messrs
Manser and Morland will retire at the annual
general meeting in 2014 and that Mr Elliott
will replace Mr Manser as Deputy Chairman
and Senior Independent Director.
With these planned changes, by the time
ofthe AGM in July 2014 the number of
independent non-executive directors who
have served more than nine years will fall
from three to one, while the average length of
service for non-executive directors will remain
at approximately six years (excluding the
Chairman).
The Code recommends that all directors
should stand for annual re-election and the
board has decided that all directors, save
those who are retiring, should stand for
re-election at the next annual general
meeting.
The board considers there is an appropriate
balance of skills, collective experience,
independence, knowledge and gender
among our non-executive directors to enable
them to discharge their respective duties and
responsibilities effectively.
How the board operates
Board meetings and attendance
During the year we held six board meetings.
Individual directors attendance at board
andcommittee meetings and at the annual
general meeting is set out in the table below.
Directors attendance (1 April 2012 to 31 March 2013) and committee memberships
Board Audit Remuneration Nomination CARAC AGM
Directors Independent Attended Possible Attended Possible Attended Possible Attended Possible Attended Possible Attended
J M Kahn N/A 3 3 Y
E A G Mackay N/A 6 6 2 2 Y
P J Manser Yes 6 6 4 4 3 3 1 1 2 2 Y
A J Clark N/A 3 3 2 2 Y
J S Wilson N/A 6 6 2 2 Y
M H Armour Yes 5* 6 4 4 3 3 N*
G C Bible No 6 6 1 1 2 2 Y
D S Devitre No 6 6 4 4 Y
L M S Knox Yes 6 6 3
4 2
3 Y
J A Manzoni Yes 6 6 3 3 1 1 2 2 Y
M Q Morland Yes 6 6 4 4 3 3 1 1 Y
D F Moyo Yes 6 6 2 2 Y
C A Prez No 6 6 Y
R Pieterse Yes 3 3 Y
M C Ramaphosa Yes 6 6 1 1 2 2 Y
A Santo Domingo No 6 6 1 1 Y
H A Weir Yes 5* 6 4 4 N*
H A Willard No 6 6 Y
* Mr Armour and Ms Weir were unable to attend the annual
general meeting in July 2012 and the preceding board
meeting because of longstanding prior commitments.
Our March 2013 board and committee meetings were

held in Australia. Because of a longstanding prior
commitment and the travelling time required Ms Knox
wasunable to arrive in Australia in time for the audit
andremuneration committee meetings, but was able
toattendthe board meeting held the following day.
In the few instances where directors have not
been able to attend a board or committee
meeting, any comments which they have
hadon the matters to be considered at that
meeting have been given in advance to the
chairman of the meeting or to the Company
Secretary.
Operation of the board
The board sets the strategic objectives of
thegroup, determines investment policies,
agrees on performance criteria, and
delegates to management the detailed
planning and implementation of those
objectives and policies in accordance with
appropriate risk parameters. The board
monitors compliance with policies and
achievement against objectives by holding
management accountable for its activities
through monthly and quarterly performance
reporting and budget updates. In addition,
members of our executive committee (our
executive directors, our regional managing
directors and the directors of our key group
functions: corporate affairs; corporate nance
and development; legal; marketing; and
supply chain and human resources) make
regular presentations to the board, enabling
directors to explore and interrogate specic
issues and developments in greater detail.
Board and committee meetings are held in
an atmosphere of intellectual honesty of
purpose, integrity and mutual respect,
requiring reporting of the highest standard
bymanagement and direct, robust and
constructive challenge and debate among
board and committee members.
Matters reserved for the board
There is a schedule of matters which are
dealt with exclusively by the board. These
include approval of nancial statements; the
groups business strategy; the annual capital
expenditure plan; major capital projects;
major changes to the groups management
and control structure; material investments
ordisposals; risk management strategy;
sustainability and environmental policies;
andtreasury policies.
The board governs through clearly mandated
board committees, accompanied by
monitoring and reporting systems. Each
standing board committee has specic
written terms of reference issued by the
board and adopted in committee. The terms
of reference of the audit, remuneration and
nomination committees are available on the
companys website. All committee chairmen
report orally on the proceedings of their
committees at the next meeting of the board,
and the minutes of the meetings of all board
committees are included in the papers
distributed to all board members before
thenext board meeting.
Conicts of interest
Our directors are required to avoid situations
where they have, or can have, a direct or
indirect interest that conicts, or possibly
may conict, with the companys interests.
As permitted by the Companies Act 2006,
the articles of association of the company
allow the board to authorise potential
conicts of interest that may arise and to
impose such limits or conditions as it thinks
t. Procedures are in place for the disclosure
by directors of any potential conicts and for
the appropriate authorisation to be sought if
a conict arises. These procedures continue
to operate effectively. There were no actual
orpotential conicts of interest which were
required to be authorised by the board during
the year ended 31 March 2013.
The roles of executive and
non-executive directors
Our executive directors are responsible
forproposing strategy and for making and
implementing operational decisions. Our
non-executive directors complement the
skills and experience of the executive
directors, bring independent judgement,
andcontribute to the formulation of strategy,
policy and decision-making through their
knowledge and experience of other
businesses and sectors.
Information and training
Our Company Secretary is responsible for
advising the board, through the Chairman, on
matters of corporate governance. The board
and its committees are supplied with full and
timely information, including detailed nancial
information, to enable directors to discharge
their responsibilities, and the committees are
provided with sufcient resources to
undertake their duties. All directors have
access to the advice of the Company
Secretary. Independent professional advice
is also available to directors in appropriate
circumstances, at the companys expense.
During the year ended 31 March 2013, none
of the directors sought independent external
advice through the company.
Following the appointment of new directors to
the board, they are briefed on the duties they
owe to the company as directors, and tailored
induction programmes are arranged which
involve industry specic training and include
visits to the groups businesses and meetings
with senior management, as appropriate. New
directors are briefed on internal controls at
head ofce and business unit level and are
advised of the legal and other duties they have
as directors of a listed company as well as on
relevant company policies and governance-
related matters.
The company is committed to the continuing
development of directors in order that they
may build on their expertise and develop an
ever more detailed understanding of the
business and the markets in which group
companies operate. Members of board
committees are encouraged to attend
internal and external briengs and courses
onaspects of their respective committee
specialisms and regular updates on relevant
legal, regulatory, corporate governance and
technical developments are presented to
committee members at each meeting and, as
appropriate, to the full board. The Chairman
considers the training and development
needs of the board and discusses these
withthe respective directors as necessary.
Upon appointment to the board MrClark
received a tailored induction which included,
among other things, a brieng on his
responsibilities as a director of a company
listed on the London and Johannesburg
stock exchanges.
Outside appointments
Non-executive directors may serve on
anumber of other boards provided that
theycontinue to demonstrate the requisite
commitment to discharge effectively their
duties to SABMiller. The nomination
committee keeps under review the extent of
directors other interests to ensure that the
effectiveness of the board is not compromised
by the extent of their external commitments.
The board is satised that all of the non-
executive directors commit sufcient time to
their duties as directors of the company and
the non-executive directors standing for
election or re-election have conrmed that
they have sufcient time to full their
respective obligations to the company.
Asnoted on page 58, MrRamaphosa has
decided not to offer himself for re-election,
because of the increasing amount of time that
he expects to devote to his public service
commitments in South Africa.
The board believes, in principle, in the benet
to the group of our executive directors and
members of the executive committee
accepting non-executive directorships of
other companies in order to widen their
experience and knowledge for the benet
ofthe company. Accordingly, subject to the
agreement of the board, executive directors
and members of the executive committee are
permitted to accept external non-executive
board appointments and to retain any fees
received from those appointments.
During the year ended 31 March 2013,
MrMackay held ofce as a non-executive
director of Reckitt Benckiser Group plc
andamember of the board of Philip Morris
International Inc. Fees earned by Mr Mackay
from these appointments are set out in the
directors remuneration report, and were
retained by Mr Mackay. Of the executive
committee members, Mr Adami is a
non-executive director of Allied Electronics
Corporation Limited, and Mr Bowman is
anon-executive director of Tiger Brands
Limited, both being companies listed on
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theJohannesburg Stock Exchange, and
MrMervis is a director of the Melbourne
Business School.
Chairman, Chief Executive, Deputy
Chairman and Senior Independent
Director
As noted in the introduction to this report,
following the retirement of Mr Kahn as the
companys Chairman at the 2012 annual
general meeting, Mr Mackay was appointed
as Executive Chairman for an interim period
and Mr Clark was appointed as Chief
Operating Ofcer. During that period the
division of responsibilities between the
Executive Chairman and Chief Operating
Ofcer were clearly dened in a written
statement of responsibilities which was
considered and approved by the board at its
meeting in May 2012. Following Mr Clarks
appointment as Chief Executive in April 2013,
a revised statement of the division of
responsibilities between the Chairman and
the Chief Executive, which had already been
considered by the nomination committee at
its meeting in March 2013, was approved by
the board at its meeting in May 2013.
Mr Manser has extensive experience
ofchairing or serving on all four main
committees of the board, and is therefore
well placed to inuence the governance of
the company and to meet his responsibilities
as Deputy Chairman and Senior Independent
Director. He serves as an additional contact
point for shareholders, and is also available
to fellow non-executive directors, either
individually or collectively, to discuss any
matters of concern in a forum that does not
include executive directors or other members
of the management team. During
MrMackays medical leave of absence
MrManser is acting Chairman. In light of
hisadditional responsibilities and time
commitments as acting Chairman,
MrManser will stand down as chairman
ofthe audit committee and as a member of
the audit and remuneration committees.
Our Chairman and Deputy Chairman are
both available to consult with shareholders
throughout the year and, in the month prior
to the annual general meeting, major
shareholders are invited to meet with the
Chairman to discuss any issues which they
wish to raise (although this year this invitation
will be to meet with the acting Chairman).
Theboard is kept informed of the views of
shareholders through regular updates from
the Chairman, the Deputy Chairman and the
Company Secretary, as well as through the
inclusion in the board papers of reports on
comments from, and exchanges with,
shareholders, investor bodies and analysts.
In the year under review, the Deputy
Chairman hosted a meeting of the non-
executive directors without the executive
directors being present at which, among
other things, the performance of the
Chairman was discussed.
Board, committee and director
performance evaluation
A formal and rigorous evaluation of the
performance and effectiveness of the board
and its principal committees is carried out
each year, led by the Chairman and the
Company Secretary, with input from the
Deputy Chairman, and in consultation with
other directors. The Code recommends that
the evaluation of board performance should
be externally facilitated at least every three
years. Given that the period under review
was a year of transition, the board decided
that it was not appropriate to carry out an
externally facilitated performance evaluation.
The evaluation process included specic
consideration by each of the non-executive
directors on the performance of MrMackay
in his role as Executive Chairman, Mr Clark
inhis role as Chief Operating Ofcer and the
effectiveness of the division of responsibilities
between them.
The performance of the Executive Chairman
was reviewed by the nomination committee
inlight of responses from each director to
questionnaires covering the elements of his
performance and this review was shared with
and considered by the board. The
performance of the Chief Executive and the
Chief Financial Ofcer was reviewed by the
Chairman and the nomination committee, and
reported on to the board by the nomination
committee. Each non-executive directors
performance was evaluated by the Chairman,
in consultation with the Deputy Chairman,
who in turn consulted with the executive
directors and the Company Secretary.
In reviewing the performance of the board
and its committees, again in the light of
directors responses to questionnaires, the
Chairman and the Deputy Chairman were
aligned in their conclusion that, measured
against the principal duties expected
ofthem,the board and its standing and
ad hoc sub-committees continued to
operateeffectively, including in their
supportof management, in monitoring
ofperformance, and maintaining the
boardsstrategic oversight.
The Chairman, the Deputy Chairman, the
committee chairmen and the Company
Secretary met at the end of the process to
review the results of the performance and
effectiveness evaluations conducted in
respect of the board, of the directors
individually, of the Chairman and the Deputy
Chairman and of each of the boards four
standing committees. Regarding the board
committees, the committee chairmen
expressed their views regarding the
operation of their respective committees
against their terms of reference and the
performance and effectiveness of each
committee. These views were discussed
inan open and constructive manner with
recommendations arising from the
discussions being brought forward to the
board and the respective committees. The
conclusion of this meeting was that the board
was balanced and operated effectively and
that the board committees discharged
effectively their duties under their respective
terms of reference.
The results of the performance and
effectiveness assessment process as
outlined above were reviewed in full and
approved by the board. Matters identied
asrequiring further consideration have been
addressed, including changing the frequency
and length of board meetings to ensure more
regular meetings at which additional time is
made available to discuss group strategy,
senior executive succession planning and the
groups talent pipeline below the executive
committee level; organising additional board
meetings to be held in countries where the
group has operations, to allow the board
theopportunity to conduct more detailed
occasional reviews of country and regional
performance; and the introduction of regular
pre-board meeting events at which non-
executive directors have the opportunity to
address particular themes or issues in more
depth, and to meet more frequently with
other members of senior management as
well as executive committee members.
All directors, except for MrRamaphosa,
willbe standing for re-election at this years
annual general meeting. The nomination
committee has conrmed to the board
thateach of the existing directors offering
themselves for election or re-election
continues to perform effectively and to
demonstrate commitment to their role.
Inparticular, the committee has conrmed
that, in relation to each of the non-executive
directors who will have served for over nine
years, the committee is satised with his
performance and has determined that the
length of their service does not compromise
their independence. The test of
independence does not apply to MrBible.
MrManser, as Deputy Chairman and Senior
Independent Director, conrms the Chairman
has performed effectively and demonstrated
commitment to his role during the year,
although he is currently on medical leave
ofabsence.
The board unanimously recommends to
shareholders the election of MrElliott as an
independent non-executive director. He is
ahighly experienced business leader, with
astrong reputation and, as part of the
leadership team of a global business working
across a mix of emerging and developed
markets, has gained skills pertinent to our
business structure. Biographical details of
alldirectors, and of MrElliott, are included
onpages 50 and 51.
Retirement of directors
The companys articles of association require
that new directors are subject to election at
the rst annual general meeting following
their appointment, and directors are subject
to retirement and re-election by shareholders
every three years. The reappointment of
non-executive directors is not automatic.
However, the board has determined that all
directors will stand for re-election annually.
Independent non-executive directors who
have served for nine years will only be asked
to stand for re-election if the board remains
satised both with the directors performance
and that nine years continuous service does
not compromise the directors continuing
independence.
The Company Secretary
The Company Secretary acts as secretary
tothe board and its committees and he
attended all meetings during the year
underreview.
The boards committees and the
executive committee
The executive committee
The board delegates responsibility for
proposing and implementing the groups
strategy and for managing the group to the
Chief Executive, Mr Clark, who is supported
by the executive committee (excom), which
he chairs. Excom members are appointed
byMr Clark, after consultation with the
board. The other members of excom are our
Chief Financial Ofcer, our regional managing
directors and the directors of our key group
functions (corporate affairs; corporate nance
and development; legal; marketing; and
supply chain and human resources). Excoms
purpose is to support the Chief Executive
incarrying out the duties delegated to him
bythe board and, in that context, excom
executes the strategy and budget approved
by the board and, through the Chief
Executive, reports on these matters to
theboard.
Excom also ensures that effective internal
controls are in place and functioning, and
that there is an effective risk management
process in operation throughout the group.
The audit committee
During the year under review, the audit
committee was chaired by MrManser,
chairman since 2002. MrManser qualied
asa chartered accountant in 1964 and was
made a Fellow of the Institute of Chartered
Accountants in 1976.
Mr Morland, Mr Devitre, Mr Armour, Ms Knox
and Ms Weir also served on the committee
throughout the year. Mr Morland has been
amember of the committee since 13 April
1999, Mr Devitre since 16 May 2007,
MrArmour since 1 May 2010, and Ms Knox
and Ms Weir since 19 May 2011. The board
issatised that the chairman, Mr Devitre,
MrArmour, Ms Knox and Ms Weir have
recent and relevant nancial experience.
Biographical information concerning
MrManser and members of the committee is
set out on pages 50 to 51. MrElliott will join
the audit committee at the conclusion of the
2013 annual general meeting. Mr Elliott has
recent and relevant nancial experience,
having been chief nancial ofcer of Rio Tinto
until his retirement in April 2013, and currently
being the chairman of the audit committee of
Royal Dutch Shell.
It had been intended that Mr Armour would
succeed Mr Manser as chairman of the audit
committee following the conclusion of the
2014 annual general meeting, but in light
ofthe additional responsibilities and time
commitments assumed by Mr Manser
asacting Chairman, during Mr Mackays
absence on medical leave, Mr Armour
agreedto the boards request that he
succeed Mr Manser as chairman of the
auditcommittee with effect from 5 June
2013, when MrManser will stand down
fromtheaudit committee.
The committee met four times during the
year. The external auditors, the Chairman
(MrKahn in May 2012 and MrMackay
thereafter), the Chief Operating Ofcer, the
Chief Financial Ofcer and the Chief Internal
Auditor attended each meeting by invitation.
Other members of the management team
attended as required.
The work of the committee during the year
and up to the date of this report included
consideration of:
the annual nancial statements and the
preliminary results announcement for the
years ended 31 March 2012 and 31 March
2013 before their submission to the board
for approval, including consideration of the
group on a going concern basis, with
particular reference to the balance sheet,
the upcoming years budgeted prot and
cash ows, its medium-term projections
and committed treasury facilities;
the interim nancial statements and interim
results announcement for the six months
ended 30 September 2012;
areas of signicance in the preparation
ofthe nancial statements, including:
exceptional items and compliance with
group policy; acquisition accounting for
Fosters Group Ltd and the investment in
Anadolu Efes; impairment reviews and key
assumptions; evolution of tax exposures
and tax provisions; and the treatment of
costs and reported benets tracking
relating to the groups business capability
programme;
governance and controls in relation to the
business capability programme and review
of the regular reports on progress of
deployment by internal audit and by an
independent external project assurance
team from KPMG;
reports from the external auditors on the
annual and interim nancial statements,
the approval of the audit plan and its
expected evolution with the changes
envisaged by the business capability
programme and the auditors fee
proposalfor the 2013 year-end audit;
developments in accounting and reporting
standards and review of the groups
responses;
a review of the progress of the years
internal audit programme and matters
arising and reviewing the plan for the
forthcoming year;
the effectiveness of the internal audit
function and of the Chief Internal Auditor;
the results of the groups bi-annual letters
of representation;
the internal control environment, principal
risks and risk management systems and
the groups statement on internal control
systems, prior to endorsement by
theboard;
revisions to and compliance with treasury
policies including compliance with risk
limits and reviewing signicant hedging
programmes and a continuing focus on
counterparty credit limits;
material legal developments;
whistleblowing systems in place within the
group and material whistleblowing reports;
independence and the effectiveness of the
external auditors, particularly taking into
account the rotation of both audit partners
at group level and the recommendation to
the board of the reappointment of
PricewaterhouseCoopers LLP as the
external auditors;
the policy on auditor independence and
non-audit services, and consideration of
the nature, scope and independence
threats and safeguards of non-audit
services supplied by the external auditors
and pre-approval of proposed projects in
line with policy; and
its terms of reference and effectiveness.
The audit committee reports its activities
andmakes recommendations to the board.
During the year, the audit committee
discharged its responsibilities as they are
dened in the committees terms of
reference, and has been engaged in ensuring
that appropriate standards of governance,
reporting and compliance are being met.
Thecommittee has advised the board on
issues relating to the application of nancial
reporting and accounting standards as they
relate to published nancial information.
The Chief Internal Auditor has direct access
to the committee, primarily through its
chairman. The committee has access to
subsidiary company internal audit leadership.
The reports of the divisional nance, control
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and assurance committees are also available
to, and any key ndings are raised with, the
audit committee. During the year, the
chairman of the committee met quarterly
withthe external auditors and with the Chief
Internal Auditor without management being
present and the committee met with the
external auditors at least once without
management being present.
The nomination committee
During the year, the nomination committee
was chaired by Mr Kahn until his retirement
inJuly when the role of chairman was taken
by Mr Manser. Mr Bible, Mr Manser,
MrManzoni, Mr Morland, Mr Ramaphosa
and Mr Santo Domingo were members of
this committee throughout the year, and
MrMackay joined the committee on his
appointment as Executive Chairman. It had
been planned that he would succeed
MrManser as chairman of the committee
atthe conclusion of the 2013 annual general
meeting, although Mr Manser will continue
tochair the committee during Mr Mackays
medical leave of absence if it should be
necessary for the committee to meet during
that period. Ms Weir, who was appointed a
non-executive director in May 2011, will
become a member of the committee at the
same time, in place of MrRamaphosa who
isretiring as a director. The committee
considers the composition of the board and
its committees, the retirement, appointment
and replacement of directors, and makes
appropriate recommendations to the board.
The nomination committee has continued to
evaluate the balance of skills, knowledge and
experience of the board and remains
committed to the progressive renewal of the
board through orderly succession. Where
vacancies arise they prepare a description
ofthe role and capabilities required for the
appointment. Appropriate succession plans
for the non-executive directors, for the
executive directors and for senior
management are also kept under close
review. The committee is conscious of the
need for due regard to be given to diversity
when considering appointments to the
board. Five of the last eight independent
non-executive directors to be appointed by
the board were women, and currently more
than one-third of the companys independent
non-executive directors are women. The
committee therefore believes that the
company is well positioned in terms of
thefuture balance of the board.
Where non-executive vacancies arise, the
committee may use the services of external
consultants in order to identify suitable
candidates for the board to consider. In relation
to the most recent non-executive board
appointment, MrElliott, who will join the board
in July, an external search rm was retained
and produced a strong list of candidates,
who were then shortlisted for consideration
by the nomination committee on the basis
oftheir relevant skills and experience.
The remuneration committee
During the year, the remuneration committee
consisted entirely of independent directors:
Mr Morland (Chairman), Mr Armour, Ms Knox,
Mr Manser and Mr Manzoni. Ms Knox, who
was appointed as a non-executive director
inMay 2011, will succeed Mr Morland as
chairman of the remuneration committee at
the conclusion of the 2013 annual general
meeting, when Mr Morland will stand down
from the committee. Mr Elliott will join the
committee at the same time. Mr Manser will
stand down from the committee with effect
from 5 June 2013.
The committee is responsible for the
assessment and approval of a broad
remuneration strategy for the group, for the
operation of the companys share-based
incentive plan and for reviewing and
approving short-term and long-term
remuneration for the executive directors
andmembers of the executive committee.
The remuneration committee has
implemented its strategy of ensuring that
employees and executives are rewarded for
their contribution to the groups operating
and nancial performance at levels which
take account of industry, market and country
benchmarks. To ensure that the executives
goals are aligned to those of the company,
share incentives are considered to be critical
elements of executive incentive pay. During
the year the committee engaged the services
of consultants, Kepler Associates. These
consultants have no other connection with
the company. At levels below the companys
executive committee, the companys
management engages other consultants,
ona project basis.
Specically, during the year the work of the
remuneration committee included:
reviewing trends in global executive
remuneration and governance;
reviewing the key elements and design of
the groups long-term incentive schemes
(including peer comparator group
composition);
reviewing global benchmarks;
reviewing and approving performance
targets and conditions for short and
long-term incentive awards;
reviewing and approving long-term
incentive awards for executive committee
members;
reviewing executive director shareholding
guidelines;
review of performance against agreed
criteria;
reviewing and approving total remuneration
for the executive directors and executive
committee members;
determining the appropriate remuneration
for Mr Clark on his appointment as Chief
Operating Ofcer, for Ms Clark on her
appointment as Managing Director of
SABMiller Europe, and for Ms May, our
newly appointed Director of Corporate
Affairs and executive committee member;
and
reviewing and approving the directors
remuneration report and recommending
itto the board.
During the year, the chairman of the
remuneration committee undertook a
detailed review of executive pay, inviting
thecompanys 50 largest shareholders to
engage in the process. More than 30
shareholders and other representative bodies
agreed to participate, and as a result of those
interactions, the committee made a number
of changes to the structure and reporting of
remuneration this year.
Details of the companys remuneration policy
and the work of the remuneration committee
during the year, including the extensive
shareholder consultation, are in the directors
The corporate accountability and risk
assurance committee (CARAC)
Dr Moyo chaired the committee throughout
the year. MrMackay, MrManser, MrManzoni,
MrRamaphosa and Mr Wilson served as
members for the entire period. MrKahn
andMrPieterse stepped down from the
committee on their retirement from the board
following the conclusion of the 2012 annual
general meeting and MrBible and MrClark
joined the committee. Additionally, the
Director of Corporate Affairs, Ms May,
metregularly with Dr Moyo to discuss
implementation and planning issues, and
hasattended all meetings of the committee
since her appointment.
The objective of the committee is to assist
the board in the discharge of its
responsibilities in relation to the groups
alcohol policies and corporate accountability,
including sustainable development, corporate
social responsibility, corporate social
investment and ethical commercial
behaviour. More details of the committees
activities are in the sustainable development
review section of this report and in our
separate Sustainable Development Report,
which is available on our website and, upon
request, in hard copy.
During the year the committee continued
tofocus on company-specic and industry
issues which are critical to protecting our
licence to operate. Particular areas of focus
for the committee during the year included:
areview of the management and reporting of
health and safety within the group, our policy
on required standards and accountabilities,
and more standardised reporting of health
and safety matters; a review of our
sustainable development performance
including progress towards meeting our
water and carbon efciency targets;
consideration of our longer term sustainable
development ambitions; and a review of the
approach to sustainability in our newly
acquired Carlton & United Breweries (CUB)
business in Australia, including its alignment
to and performance against our sustainable
development priorities overall.
The disclosure committee
The disclosure committee consists of the
Chairman, the Chief Executive, the Chief
Financial Ofcer, the Deputy Chairman, one
other non-executive director, and the General
Counsel and Company Secretary or the
Deputy Company Secretary. The function of
the disclosure committee, in accordance with
our inside information policy, is to meet as
and when required in order to assure
compliance with the UKs Disclosure and
Transparency Rules and the Listing Rules,
asguided by the General Counsel, and to
ensure that the routes of communication
between excom members, the disclosure
committee, the General Counsels ofce,
thecompany secretarial ofce and investor
relations are clear, and provide for rapid
escalation to the disclosure committee and
key advisers, and the board, of any decision
regarding potential inside information, so that
we are able to comply fully with our continuing
obligations under the Disclosure and
Transparency Rules and the Listing Rules.
Accountability
The audit committee
A description of the composition, scope of
responsibilities and work undertaken by the
audit committee during the year is included
inthe section dealing with the board and
itscommittees.
Relationship with auditors
PricewaterhouseCoopers were appointed
asour auditors on 8 February 1999,
subsequently becoming
PricewaterhouseCoopers LLP (PwC) in 2003.
We have in place a formal policy on auditor
independence and non-audit services, with
which our external auditors are required to
comply, to ensure that the independence of
the auditors is not impaired by the nature of
non-audit work. Our policy stipulates work
which is permitted or not permitted to be
performed by the auditors, and provides for
appropriate approval and oversight
processes. During the year more detailed
guidance was issued to support the policy on
the appointment of the auditors to undertake
non-audit services.
Our policy classies all non-audit services
into audit related services (being those
services which are effectively required by law
or regulation), and other non-audit services,
and provides that engagements for other
non-audit services are subject to formal
pre-approval limits, either by the full audit
committee or by the chairman of the audit
committee, depending on the level of the
fees involved. All requests for approval have
been accompanied by a detailed justication
as to why the appointment of the external
auditors to provide the services is in the best
interests of the company, and how it is
proposed that auditor independence be
safeguarded in connection with the provision
of those services. In the instances where
approval was sought for the auditors to
provide non-audit services the committee
concluded that the auditors detailed
understanding of the group and ability to
deliver services in a timely fashion provided
acost-effective method of delivery without
compromising auditor independence. In
addition, PwC won a competitive tender to
advise on a health and wellness project in
South Africa. The committee was satised
that undertaking this project would not
compromise the auditors independence.
PwC conrm annually in a formal report to
the audit committee that processes to ensure
compliance with this policy are in place and
that these processes are monitored regularly.
This report includes a statement that, in their
opinion, PwC believe that the nature of their
non-audit services has not impaired their
independence as auditors. Note 3 to the
consolidated nancial statements has a
breakdown of non-audit services provided to
the group by the auditors for the year under
review and fees paid to other audit rms.
The audit committee is satised that, for
theperiod under review, the independence
ofthe auditors has not been affected by the
provision of these non-audit services, which
primarily related to taxation.
The committee has a formal and well
established system for the review of the
effectiveness of the external auditors. This
process involves the external auditors
presenting to the committee their proposed
audit strategy followed by the output of their
discussions with management. At the audit
committee meeting in May, the external
auditors present the output of their detailed
year-end work. In making its assessment of
external auditor effectiveness, the committee
reviews the audit engagement letters before
signature by management, reviews the
external auditors summary of group and
subsidiary issues and managements
response to the summary, and conducts
anoverall review of the effectiveness of the
external audit process and the external
auditors. This review is facilitated by the
useof questionnaires completed by nance
teams around the world that rate effectiveness
across 17 criteria. In the current year a further
review was completed in March 2013 of the
overall relationship with the auditors following
the rotation of both group audit partners.
Following the review, the committee makes
arecommendation to the board on the
reappointment of the external auditors by
theshareholders.
Taking account of the annual assessment of
the effectiveness of the audit, the committee
has not considered it necessary to require
the audit to be put out to tender. The lead
group audit partner is required to rotate after
a maximum of ve years (seven years for
material subsidiary companies) and the most
recent change of the lead group audit partner
occurred for the 2012 year end. The audit
committee has reviewed the proposed key
audit partner rotations during the year.
There are no contractual obligations
restricting the companys choice of
externalauditor.
Risk management
The groups risk management system
issubject to regular review to ensure
compliance with the Code and the Financial
Reporting Councils guidance to directors
oninternal control (formerly known as the
Turnbull Guidance (2005)) covering internal
control and risk management.
Risk and the board of directors
The directors are ultimately responsible for
the groups risk management system and for
reviewing its effectiveness. There is a regular
schedule for the board to consider the
groups signicant risks and mitigating
actions. The risk management system is
designed to manage, rather than eliminate,
the risk of failure to achieve business
objectives and there is a continuous process
in place for identifying, assessing, managing,
monitoring and reporting on the signicant
risks faced by individual group companies
and by the group as a whole. This process
has been in place for the year under review
up to the approval of the Annual Report
andAccounts. The principal risks and
uncertainties facing the group are set out
onpages 16 and 17.
Executive committee
Excom has specic responsibility as the risk
management committee for the groups
system of risk management. Excom reviews
our signicant risks and subsequently reports
to the board on material changes and the
associated mitigating actions. In accordance
with the Turnbull Guidance, reviews on the
effectiveness of the risk management system
were carried out by excom, as the risk
management committee, in April and
October 2012 and in April 2013.
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Enterprise-wide risk management
Excom views the careful and appropriate
management of risk as a key management
role. Managing business risk to deliver
opportunities is a key element of all our
business activities, and is undertaken using
apractical and exible framework which
provides a consistent and sustained
approach to risk evaluation. Business risks,
which may be strategic, operational, nancial
or environmental, or concern the groups
reputation, are understood and visible. The
business context determines in each situation
the level of acceptable risk and controls.
Wecontinue to seek improvement in the
management of risk by sharing best
practicethroughout our organisation.
Key features of our system of risk
management are:
group statements on strategic direction,
ethics and values;
clear business objectives and business
principles;
an established risk policy;
a continuous process for identication
andevaluation of signicant risks to the
achievement of business objectives;
management processes in place to
mitigate signicant risks to an acceptable
level;
continuing monitoring of signicant risks
and internal and external environmental
factors that may change our risk prole;
and
a regular review of both the type and
amount of external insurance purchased,
bearing in mind the availability of cover, its
cost and the likelihood and magnitude of
the risks involved.
In addition to excoms bi-annual reports to
the board on key risks, there is a process of
regular reporting to the board through the
audit committee on the status of the risk
management process. Since 2010 strategic
planning, internal audit and other risk control
specialist processes have been integrated
into line managements risk processes and
simplied risk reporting. A process of gradual
renement and strengthening has continued
during this year.
Key reports include those that identify,
assess and monitor strategic and operational
risks in each division and on a group basis.
Internal control
The Turnbull Guidance recommends internal
control practices for UK listed companies to
assist them in assessing the application of
the Codes principles and compliance with
the Codes provisions with regard to internal
control.
Our systems of internal control are designed
and operated to support the identication,
evaluation and management of risks affecting
the group. These include controls in relation
to the nancial reporting process and
thepreparation of consolidated accounts,
but extend across all areas of operations.
They are subject to continuous review
ascircumstances change and new
risksemerge.
Key features of the systems of internal
controlare:
the risk management system described
above;
written policies and procedures within our
businesses, which are detailed in policy
manuals;
clearly dened lines of accountability and
delegations of authority;
management of operating risk by using
appropriate infrastructure, controls,
systems and people throughout the
businesses;
business continuity planning, including
preventative and contingency measures,
back-up capabilities and the purchase of
insurance;
maintenance of a state of preparedness for
compliance with s404 of the US Sarbanes-
Oxley Act through the identication and
testing of key nancial controls under its
Internal Financial Control (IFC) programme.
This is a voluntary initiative, which
continues to further strengthen internal
control systems and processes within
thegroup;
key policies employed in managing
nancial and operating risk involve
segregation of duties, transaction
authorisation, monitoring, nancial and
managerial review and comprehensive
reporting and analysis against approved
standards and budgets;
a treasury operating framework which
establishes policies and manages liquidity
and nancial risks, including foreign
exchange, interest rate and counterparty
exposures, and incorporates group and
regional treasury committees that monitor
these activities and compliance with the
policies. Treasury policies, risk limits and
monitoring procedures are reviewed
regularly by the audit committee on behalf
of the board; and
a group tax policy and tax operating
framework which forms the basis of tax
governance across the group and is
managed by our group tax function
whichmonitors tax risk and implements
strategies and procedures to control it.
Assurance on compliance with systems of
internal control and on their effectiveness
isobtained through regular management
reviews, reviews of key nancial controls,
internal audit reviews and quality assurance,
testing of certain aspects of the internal
nancial control systems by the external
auditors during the course of their statutory
examinations and regular reports to the audit
committee by the internal and external
auditors. Our divisional nance, control and
assurance committees consider the results
of these reviews to conrm that controls are
functioning and to ensure that any material
breakdowns and remedial actions have been
reported to the appropriate boards of
directors. In relation to our associated
undertakings or joint ventures, these matters
are reviewed at the level of the associates
orjoint ventures boards or other governing
committees.
At the half year and at the year end the
members of regional and country business
executive committees, each of our functional
directors (corporate affairs; corporate nance
and development; legal; marketing, and
supply chain and human resources), each
ofthe direct reports to the Chief Financial
Ofcer (nance and control; global template
design authority; information technology;
internal audit; tax; and treasury), and the
group head of strategy and planning are
required to submit to the Company Secretary
on behalf of the board formal letters of
representation on compliance with internal
controls and key policies, including
notication of continuing or potential
signicant legal, regulatory, environmental
and other exposures.
These letters form the subject of reports to
the audit committee, and cover all subsidiary
companies, as well as MillerCoors LLC and
Tsogo Sun Holdings Limited which submit
tailored letters of representation. Executive
directors and executive committee members
sit on the boards of major associated
companies. Directors and members of the
executive committee also make annual
written declarations of interests and are
obliged to report without delay any potential
or actual conicts of interest which may arise.
The directors are responsible for the groups
systems of internal control and for reviewing
their effectiveness annually. The board has
conducted a review of the effectiveness of
the groups internal controls covering material
nancial, operational and compliance
controls and risk management systems for
the year under review. Necessary actions are
taken to remedy any signicant weaknesses
identied from the boards review of the
internal control system. The systems of
internal control are designed to manage,
rather than eliminate, the risk of failure to
achieve business objectives and can provide
reasonable, but not absolute, assurance
against material misstatement or loss. In
reviewing these, the board has taken into
account the results of all the work carried
outby internal and external auditors.
CUB in Australia became part of the group
during the second half of last year. As part of
the integration of CUB into the group, good
progress has been made to embed systems,
controls and procedures.
The board, with advice from the audit
committee, has completed its annual review
of the effectiveness of the system of internal
control and risk management for the period
since 1 April 2012 in accordance with the
Turnbull Guidance.
Internal audit
Our global internal audit function consists of
the group internal audit team, led by the Chief
Internal Auditor, plus regional and country
audit functions that operate in each of the
groups principal areas of business. The
regional and country functions are centrally
directed by the group internal audit team.
The country internal audit functions are jointly
accountable to local senior nance
management and regional heads of internal
audit. They also have direct access and
accountability to local audit committees and
the Chief Internal Auditor.
Internal audit activities, all of which are
risk-based, are performed by teams of
appropriately qualied and experienced
employees. Third parties may be engaged to
support audit work as appropriate. The Chief
Internal Auditor, who reports functionally to
the Chief Financial Ofcer, has regular
meetings with the chairman of the audit
committee and prepares formal reports for
each audit committee meeting as to the
consolidated activities and key ndings of
theglobal internal audit function.
Our global internal audit function uses a
standardised group-wide internal audit
methodology which is in compliance with the
International Standards for the Professional
Practice of Internal Auditing of the Institute
ofInternal Auditors. The function operates a
formal global quality assurance and
effectiveness programme. Accordingly,
detailed quality review assessments are
performed with regard to the regional and
country internal audit teams, to ensure
compliance with dened quality and
performance measures. This process
provides a basis for the annual review of
theeffectiveness of the global internal audit
function and results in a formal report
(prepared by the Chief Internal Auditor) to the
audit committee to support the committees
formal annual assessment of the
effectiveness of internal audit. In addition, a
periodic review of internal audit is undertaken
by an independent external consultant in
accordance with the guidelines of the
Institute of Internal Auditors. The audit
committee has satised itself that adequate,
objective internal audit assurance standards
and procedures exist within the group.
Continuous improvement in the quality and
objectivity of the global internal audit function
remains a key objective of the department.
Whistleblowing measures
All our employees have the opportunity
tomake condential disclosures about
suspected impropriety or wrongdoing. The
Company Secretary or the Deputy Company
Secretary, in consultation with the Chief
Internal Auditor if appropriate, decides on the
appropriate method and level of investigation.
The audit committee is notied of all material
disclosures made and receives reports on
the results of investigations and actions
taken. The audit committee has the power
torequest further information, conduct its
own inquiries or order additional action as
itsees t.
Relations with shareholders
All shareholders were again encouraged to
attend the annual general meeting held in
July 2012, which provided shareholders with
the opportunity to ask questions of the board
and chairmen of all the board committees. At
the meeting, all resolutions were put to a vote
on a poll, with the results being published on
the companys website, and on the London
and Johannesburg stock exchange news
services. As the geographic spread of
shareholders inevitably means that not every
shareholder can attend a meeting in the UK,
a video lm and a full transcript of the
proceedings of the meeting were published
on the companys website. Similar
arrangements are planned for the
forthcoming annual general meeting. In order
to further ease access to information, all
shareholders were this year given the
opportunity to receive statutory information
from the company electronically.
We maintain a dedicated investor relations
function which reports to the Director of
Corporate Affairs. The investor relations team
builds and maintains long-term relationships
with institutional investors and analysts and,
in partnership with our corporate and
divisional management teams and within
thescope of regulatory constraints, gives
presentations on group performance and
regional businesses and strives to ensure
that these are understood across the global
equity markets, including in one-to-one
meetings with investors. Dialogue on
sustainable developments and socially
responsible investment matters is handled by
the Group Head of Sustainable Development,
who undertakes focused meetings with
interested investors and stakeholders.
In addition to scheduled management-led
programmes in which executives interact
with investors and analysts, the Chairman
annually contacts all shareholders (or their
representatives) holding more than 1% of the
issued share capital of the company, to
enable him to address any queries which
shareholders may have about the
governance of the company or non-
operational aspects of company strategy.
Itisalso, more broadly, designed to give the
board a greater awareness of shareholder
concerns. During the year the Chairman and
MrManser, as Deputy Chairman and Senior
Independent Director, accompanied by the
Company Secretary, met with a number of
institutional shareholders. The Deputy
Chairman and the Company Secretary are
also available to discuss issues with
shareholders, and views expressed by
shareholders are communicated to the
board. As part of this initiative the Chairman
offers to meet with signicant shareholders in
the month before the annual general meeting
specically to deal with issues arising from
the annual report and notice of the annual
general meeting. Institutional and shareholder
comment on the annual report is conveyed
by the Company Secretary to the full board
and to the audit and remuneration
committees in relation to matters within
theirrespective terms of reference.
During April 2012 we also consulted with
major shareholders before announcing the
proposed appointment of MrMackay as
Executive Chairman and MrClark as Chief
Operating Ofcer. The then Chairman,
MrKahn, the Senior Independent Director,
MrManser, and the Company Secretary,
MrDavidson, conducted a number of calls
and personal meetings with major
shareholders and institutional investors to
discuss the proposals with them. Following
the announcement of the appointments, the
Senior Independent Director then wrote
personally to all shareholders setting out the
rationale for the proposed appointments, and
explaining why the directors thought it in the
best interests of SABMiller to make these
appointments.
As described in our remuneration report,
during 2013 our 50 largest shareholders
wereinvited to meet with the chairman of
theremuneration committee to discuss
ourremuneration philosophy.
John Davidson
General Counsel and
Group Company Secretary
For and on behalf of the
board of SABMiller plc
5 June 2013
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Directors remuneration report
Chairmans letter
Dear Shareholder
The year ended 31 March 2013 has been
another year of strong nancial performance,
with group revenue up 10% and reported
EBITA up 14%, contributing to adjusted EPS
growth of 11% and an 11% increase in the
total dividend for the year. We achieved a
Total Shareholder Return of 254% over the
ve years to 31 March 2013, with 100
invested in SABMiller ve years ago being
worth 354, compared with just 175 if
invested in the median of our peer group,
or136 if invested in the FTSE 100 index.
Furthermore, 100 invested in SABMiller
upon our listing in London in 1999 would
nowbe worth 1,114.
In such circumstances, it might be expected
that executive variable pay would have
paid-out at maximum for the year. However,
while three-year adjusted EPS and ve-year
TSR performance conditions for long-term
incentives have resulted in full vesting for
2013, the annual bonus payments to
executives are well below the maximum, as
has been the case in recent years, reecting
the very challenging performance targets set
every year by the remuneration committee.
Details of the performance measures and
payouts for 2013 are included later in the
remuneration report. A number of you had
asked for greater disclosure concerning
bonus assessment and the level of payouts;
we are happy to provide that this year and
intend to continue to do so in future years.
The remuneration report has been
redesigned this year, and split into two
sections, consistent with the draft
remuneration reporting regulations
proposedby the UK Department for
Business Innovation & Skills. The policy
report describes our remuneration
philosophy, andits alignment with our
business strategy, and includes a
summaryof the key elements of pay.
Theimplementation report details and
explains the amounts paid in respect of the
year and periods ended 31 March 2013, and
includes information on our achievement as
measured against the various performance
conditions which determine payments to
executive directors.
During the year the remuneration committee
undertook a consultation, inviting our 50
largest shareholders to contribute to that
process. I was delighted that more than 30
shareholders and other representative bodies
agreed to participate, and their input was
extremely useful. A wide variety of views were
expressed, not all of which were mutually
compatible, but as a result of those
interactions, we have made anumber
ofchanges to remuneration this year.
The remuneration committees main
responsibility is to ensure that payments
to executives are appropriate and aligned
with shareholder interests, producing
sustainable value creation through the
delivery of our long-term business strategy.
Miles Morland
Chairman of the remuneration committee
The committee would have normally
undertaken a full review of remuneration this
year, but with the transition to a new chief
executive (which was accelerated to 23 April
2013, following the sudden illness of Graham
Mackay), the committee considered that it
would not be appropriate to make any
material changes before the new Chief
Executive Alan Clark had the proper
opportunity to engage with the board on the
strategic direction of the group. In this way,
any changes would be fully aligned with, and
reinforce, the groups strategy. However,
rather than defer all changes being
considered, the committee has made a
number of changes in response to our
shareholder consultation pending a full
review during 2013, including:
more detailed disclosure of performance
measures and outcomes relating to annual
bonus payments;
xed the vesting schedule for Value
Shares, to address an issue considered
bysome shareholders as providing an
opportunity for retesting; and
reduced the quantum of long-term
incentive awards granted to executive
directors and executive committee
members by around 43%, directly
proportional to the increase in share price
since 2010 when the long-term incentives
were last calibrated.
Before next year, the committee, led by
Lesley Knox (who will take over as chairman
of the remuneration committee in July 2013),
will continue to review our remuneration
structure and strategy, with particular focus
on long-term incentives, to ensure that it
continues to support the companys strategic
aims under the leadership of AlanClark. We
will welcome further input from shareholders
into this process, and any material changes
will be discussed with shareholders and
reected in the binding vote on remuneration
policy at the AGM in2014.
I hope that the changes made to remuneration
this year, the process of further review that
we have committed to undertake before next
year, and the demonstration of the close
alignment between pay and performance will
meet with your support at the AGM this year.
I will be stepping down from the committee
following the AGM in July after chairing it for
nine years. During this period SABMiller has
been, by any measure but most importantly
in terms of Total Shareholder Return, one
ofthe most successful large consumer
companies in the world, with shareholders
making over ten times their money since
ourLondon listing in 1999.
This performance has not been achieved
byuke or by the company being carried
along by a strong industry tide. It has been
achieved by extraordinary management
producing extraordinary returns under the
leadership of Graham Mackay. We changed
our compensation system three years ago
totilt the bar so that middle-of-the-pack
performance would not be rewarded but
exceptional performance relative to our peers
would receive exceptional rewards. It was
clear from the recent consultations that this
move has been welcomed by a large majority
of our shareholders. I thank them for their
support and wish Lesley Knox the very
bestin taking over chairing the committee.
Iknow she will do a ne job. Please give her
your input.
Yours sincerely
Miles Morland
Director
Chairman of the remuneration committee
5 June 2013
(The directors remuneration report continues
on pages 68 to 85.)
Remuneration glossary of terms
STI Short-term Incentives
LTI Long-term Incentives
TSR Total shareholder return
EPS Adjusted earnings per share
Value of 100 invested in SABMiller in London ve years ago (1 April 2008)
400
175
136
354
350
300
250
200
150
100
50
0
2013 2012 2011 2010 2009 2008
SABMiller Peer group FTSE 100 Note: Spot prices
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Policy report
This report covers the period from 1 April
2012 to 31 March 2013 and complies with
the requirements of the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008 and the
provisions of the UK Corporate Governance
Code relating to remuneration. It has also
been prepared with reference to the March
2013 draft of the new remuneration reporting
regulations proposed by the UK Government
Department of Business Innovation and Skills
(draft BIS regulations). These regulations are
proposed to apply to all UK companies listed
on a major stock exchange for nancial years
ending on or after 31 October 2013. Although
not a requirement for the current reporting
year, the proposed new format has been
adopted, where possible and appropriate,
tofacilitate more consistent reporting of
remuneration in the future.
Remuneration philosophy
The companys remuneration philosophy is to
ensure that all employees are rewarded fairly
and appropriately for their contribution. In
setting remuneration levels, the committee
takes into account appropriate market
benchmarks, ensuring an emphasis on pay
for performance. This approach helps to
attract, retain and motivate individuals of the
necessary calibre, while ensuring employee
behaviours remain consistent with
SABMillers values.
Base pay is a xed cost for the company,
andis set at around median for the relevant
market, with a signicant proportion of
variable performance-related pay to
incentivise and reward performance
measured over the short-term (one year) and
long-term (three to ve years), reinforced by
shareholding guidelines to ensure long-term
alignment with shareholders.
Short-term incentives are structured to
reward the delivery of annual nancial
performance balanced with the achievement
of strategic priorities, ensuring that the
achievement of short-term nancial
performance is not at the expense of
futureopportunities.
Long-term incentives are an integral part of
the companys approach to competitive
performance-based pay, and are aligned to
shareholder returns to ensure a clear line of
sight between executive pay and long-term
value creation for shareholders. For this
reason, long-term incentives are the
component of pay which represent the
largest opportunity for executive directors
and members of the executive committee.
The combination of these components
ensures that high pay is achieved
onlyforhigh performance and high
shareholder returns.
When determining pay, the committee
considers the total remuneration (being
xedpay plus short-term and long-term
incentives) that may be earned for each
levelof performance. Furthermore, when
determining the specic performance
measures for each incentive plan, the
committee pays particular regard to
environmental, social and governance issues,
to ensure that the incentive arrangements
donot inadvertently motivate or reward
inappropriate outcomes or excessive risk.
Before the quantum of awards is determined,
extensive modelling of the potential
outcomes is undertaken, and adjustments
made, so that remuneration remains
appropriate in all the circumstances.
Thetargeted positions are:
upper decile pay for upper decile
performance;
upper quartile pay for upper quartile
performance;
median pay (or lower) for median
performance; and
xed pay only for below median
performance.
At the end of each performance period,
before any variable payments are conrmed,
remuneration receivable is compared to the
expected level of pay for actual performance
achieved, to ensure that any payouts remain
appropriate to overall business performance
and shareholder returns.
Ensure employees are rewarded
fairly and appropriately
Attract, retain and motivate individuals
with the necessary calibre and behaviours
Fixed pay
Median for the relevant
market
Short-term incentives
(One year) aligned
to nancial performance
and strategic priorities
Long-term incentives
(Three to ve years) aligned
to shareholder returns
High pay is achieved only for high performance and high shareholder returns
Remuneration structure
Total remuneration comprises xed pay and variable performance-related pay, which is further divided into short-term incentives (with a
one-year performance period) and long-term incentives (with three- to ve-year performance periods).
In addition, executive directors are required to own outright shares in the company having a value proportional to their base pay (300% of base
pay for the Chief Executive, and 200% for other executive directors). This provides further alignment with shareholder returns, by ensuring a
reduction in their own wealth if there is a reduction in SABMillers share price.
Fixed pay Variable performance-related pay
Short-term incentives Long-term incentives Base pay
Annual bonus plan (one year) Share option plan (three to ve years)
Share award plan (three to ve years)
Retirement benets
Other benets
Alignment of strategy, pay and performance
The companys key strategic priorities aim to deliver a higher return to shareholders than other companies or investment opportunities.
Accordingly, those same strategic priorities determine the performance measures for both the short-term and long-term incentive plans.
Forthe year ended 31 March 2013 the key strategic priorities and performance measures across the group were:
Key strategic priorities
Performance measures
Short-term incentives Long-term incentives
Creating a balanced and attractive global
spread of businesses
Volume and mix
EBITA growth
Share price increase (absolute)
EPS compound growth over three to
veyears
TSR out-performance of a peer group
over ve years
Developing strong, relevant brand portfolios
that win in the local market
Revenue
Market share
Constantly raising the protability of local
business, sustainably
EBITA margin
Water usage
Fossil fuel emissions
Leveraging our skills and global scale Return on investment
Working capital
Remuneration scenario charts
The charts below provide an indication of the remuneration outcomes for each director in the circumstances prescribed by the draft BIS
regulations, showing potential total remuneration at (i) maximum, (ii) on-target, and (iii) minimum performance levels:
Chief Executive Value of package m
0 5 10 15
Maximum
Minimum
On-target
Composition of package %
0% 60% 40% 20% 80% 100%
Maximum
Minimum
On-target
Chief Financial Ofcer Value of package m
Maximum
Minimum
On-target
0 5 10 15
Composition of package %
0% 60% 40% 20% 80% 100%
Maximum
Minimum
On-target
Fixed pay Short-term incentives Long-term incentives
The scenario charts assume:
Fixed pay = base pay plus retirement
benets for the year ending 31 March 2014,
plus the anticipated value of other benets
(assumed to be the same amount as for the
year ended 31 March 2013 for this purpose).
Short-term incentives = maximum bonus
paid at maximum performance, half-
maximum bonus paid for on-target
performance, with nil bonus for below
on-target performance.
Long-term incentives = for share options,
themaximum value is based on one-third
ofthe face value with full vesting, while
on-target assumes 20% of face value
andtwo-thirds vesting. For performance
shares, the maximum scenario assumes
full vesting, with on-target at 25% vesting.
For value shares, the maximum scenario
assumes TSR exceeds the median of the
comparator group by 30% across all
performance periods. No value shares
vestfor median TSR performance and
nolong-term incentives vest for below
on-target performance.
The charts on page 75 are prepared on the
same basis as above, but for the period
ending 31 March 2013, excluding and
including share price growth.
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Key elements of pay
Fixed pay
Base pay Non-executive directors
fees
Retirement benets Other benets
Purpose and link
tostrategy
Provides a xed level of
earnings, appropriate to the
requirements of the role.
Remunerates non-executive
directors for their responsibilities
and time commitment.
Provides the basis for retirement
savings.
Provides benets appropriate to
the market and the role.
Opportunity Around median for the relevant
market, while recognising
experience in the role.
The amounts paid to executive
directors for the year ended
31March 2013 are shown in
thetable on page 75.
Median for companies of a
similar size and presence.
Currently the median of the
FTSE-30 is used as a reference
position.
Amounts paid to non-executive
directors for the year ended
thetable on page 76.
Pension contributions paid by
the company in respect of each
executive director are xed at
30% of base pay.
The total amounts for executive
directors for the year ended 31
March 2013 are shown in the
table on page 75.
The total values of benets
received by executive directors
and non-executive directors in
respect of the year ended
thetables on pages 75 and 76
respectively.
Operation and
performance
measures
Base pay is reviewed annually
with effect from the start of
each nancial year, having
reference to the competitive
level of pay in other comparable
organisations, the level of
increase awarded to other
employees, and overall
business performance.
Non-executive directors
remuneration policy and fees
are reviewed annually by the
board, and the Chairmans fee
is determined by the committee.
Amounts up to the annual and
lifetime allowances are
contributed to the SABMiller plc
UK Staff Pension Scheme, a
registered dened contribution
pension scheme, in which all
UK employees are eligible to
participate.
Any amount in excess of these
limits is notionally credited to
the companys unfunded
retirement benets scheme, or
paid in lieu as a taxable cash
allowance.
Executive directors are provided
with a company car allowance,
medical insurance, long-term
disability insurance, life
insurance, accompanied travel,
legal and professional fees
relevant to their duties, club
subscriptions, occasional
overnight accommodation in the
groups London apartment, and
a beer allowance.
Non-executive directors do not
generally receive any benets,
other than a beer allowance.
Proposed policy
changes
Changes to base pay for the
year ending 31 March 2014 are
shown in the table on page 72.
Changes to non-executive
directors fees for the year
ending 31 March 2014 are
shown in the table on page 72.
None. None.
Policy report continued
Short-term incentives Long-term incentives
(Grants are made annually at the discretion of the remuneration committee)
Additional
Annual bonus plan Share option plan Share award plan Shareholding requirements
Incentivises and rewards the
achievement of annual nancial
and other specied strategic
priorities.
With base pay set at median,
theannual bonus ensures that
above-market pay cannot be
achieved unless challenging
performance targets are met,
thereby controlling the companys
xed costs and aligning pay with
performance.
Share options provide a direct and
transparent link between executive pay
and value creation for shareholders, as no
gains are possible unless there has been
an increase in share price.
Furthermore, to ensure that any share
price increase is supported by continuing
sustainable growth in the groups
underlying nancial performance,
additional performance conditions apply,
which must be achieved or else the share
options will lapse.
All share options expire on the tenth
anniversary of their grant date.
The combination of a share option plan
and share award plan enables executives
to be incentivised and rewarded for
achieving a broader range of performance
metrics, in addition to share price
increase.
The share award plan rewards executives
with shares for:
core nancial performance (currently
EPS) denoted as Performance
Shares, and
external-relative performance (currently
TSR out-performance of a comparator
group) denoted since 2010 as Value
Shares.
Provides alignment with
shareholder returns by ensuring a
reduction in an executive directors
own wealth if there is a reduction
in SABMillers share price.
Chief Executive: up to 175% of
base pay.
1
Other executive directors: up to
120% of base pay.
Since 2010, the maximum awards have
been:
Chief Executive: options over 250,000
shares at maximum vesting, subject to
EPS performance conditions
2
(reduced
to140,000 shares at maximum vesting
for2013).
Other executive directors: options over
150,000 shares at maximum vesting,
subject to EPS performance conditions
(reduced to 85,000 shares at maximum
vesting for 2013).
Chief Executive: up to 125,000 shares
subject to EPS performance conditions,
plus an additional 220 shares for every
10 million increase in shareholder value
inexcess of a comparator group
3

(reduced to 70,000 shares plus
125shares respectively for 2013).
Other executive directors: up to 75,000
shares subject to EPS performance
conditions, plus an additional 130 shares
for every 10m increase in shareholder
value in excess of a comparator group
(reduced to42,500 shares plus 75 shares
respectively for 2013).
Shares owned outright equivalent
to:
Chief Executive: 300% of
basepay.
Other executive directors: 200%
ofbase pay.
Directors shareholdings as at
31March 2013 are shown on
page81.
The total bonus opportunity is
split:
60% for the delivery of annual
nancial performance targets;
and
40% for the achievement of
individual strategic objectives.
This balance ensures that the
achievement of short-term nancial
performance is not at the expense
of future opportunities.
If overall business performance is
not satisfactory, or there has been
a material breach of safety or
adverse impact on the
environment, the bonus amount
may be further reduced or forfeited
at the discretion of the
remuneration committee.
The performance measures,
achievement against targets, and
the amounts paid to each
executive director for the year
ended 31 March 2013 are shown
on page 77.
Share options reward executives only
ifthere is an absolute increase in
shareprice.
Performance measures are applied to:
two-thirds of the share options after
three years; and
one-third of the share options after
veyears.
If these performance conditions are not
met, the appropriate proportion of share
options will lapse. There is no opportunity
for retesting.
Achievement against the performance
conditions for the periods ended
31March 2013, and the resulting number
of share options vesting are shown on
page 78.
Performance shares vest in a single
tranche on the third anniversary of the
grant date, subject to performance. 25% of
the shares vest at threshold performance,
with 100% vesting only if more stretching
performance conditions are met.
There is no opportunity for retesting if the
performance conditions are not met.
Value shares vest only if SABMillers TSR
outperforms the median of a comparator
group. No shares vest for median
performance, but for every 10 million
ofadditional shareholder value created
inexcess of the median (being the %
out-performance multiplied by the
companys market capitalisation at the
commencement of the performance
period), a xed number of shares will vest.
The comparator group and performance
for the periods to 31 March 2013 are
shown on page 79.
Any shares arising from the
exercise or vesting of share
options or share awards granted
to executive directors must be
retained (except those shares sold
to pay the exercise price and any
tax upon exercise or vesting of
anysuch award) until the relevant
threshold is met.
None. The level of share awards granted in 2013 has been reduced by around 43%. The grants
made to executive directors in 2013 are shown in the tables on pages 82, 83 and 84.
The vesting schedule for Value Shares granted in 2013 has been amended to:
1/3rd after three years;
1/3rd after four years; and
1/3rd after ve years.
Previously, an executive could request the release of shares at xed intervals between
three and ve years, based on performance to that date. This was considered by some
shareholders as providing an opportunity for retesting.
During 2013, a further review will be undertaken to ensure that the long-term incentive
plans continue to support the companys key strategic priorities under the leadership
of the new Chief Executive.
None.
1
During the year ended 31 March 2013, the
ChiefOperating Ofcer (as Chief Executive-elect) was
eligible for an annual bonus of up to 150% ofbase pay.
2
During the year ended 31 March 2013, the Chief
Operating Ofcer (as Chief Executive-elect) was granted
options over 200,000 shares at maximum vesting, subject
to EPS performance conditions.
3
During the year ended 31 March 2013, the Chief
Operating Ofcer (as Chief Executive-elect) was granted a
conditional award of up to 100,000 shares subject to EPS
performance conditions, plus an additional 175 shares for
every 10 million increase in shareholder value in excess of
a comparator group.
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Policy report continued
Base pay and non-executive directors fees
Executive directors base pay, and non-executive directors fees, for the years ending 31 March 2013 and 31 March 2014
(annualised for ease of comparison) are as follows:
Annualised
Year ended 31 March 2013
Year ending 31 March 2014

% change
Executive directors
Chief Executive/Executive Chairman 1,295,000 1,100,000 15% decrease
1
Chief Operating Ofcer 850,000 n/a n/a
Chief Financial Ofcer 720,000 740,000 2.8%
Non-executive chairmans fee 315,000 650,000 106%
Base fee 80,000 80,000 nil
Senior independent director (additional fee) 30,000 30,000 nil
Committee chairman fee
Audit 30,000 30,000 nil
Remuneration 24,000 28,000 16.7%
Nomination 15,000 25,000 67%
CARAC 20,000 22,000 10%
Committee member fee
Audit 15,000 20,000 33.3%
Remuneration 12,000 15,000 25%
Nomination nil
CARAC 8,000 12,000 50%
1
During the year ended 31 March 2013, Mr Mackay
received base pay at the rate of 1,295,000 per annum
inhis role as Chief Executive (from 1 April 2012 to 25 July
2012) and as Executive Chairman (from 26 July 2012).
Upon assuming the role of Chief Executive (with effect
from 23 April 2013) Mr Clarks base pay was set at the
rateof 1,100,000 per annum for the period ending
31March 2014, representing a 15% decrease in base
payfor the Chief Executive role.
It had been intended that, at the AGM in
July2013, Mr Mackay (Executive Chairman)
would become non-executive Chairman,
andMrClark (Chief Operating Ofcer) would
become Chief Executive. However, for health
reasons, MrMackay was forced to step-
down on 23April 2013, resulting in Mr Clark
being promoted with immediate effect to
Chief Executive. Mr Manser (Deputy
Chairman and Senior Independent Director)
has assumed the responsibilities of acting
Chairman while Mr Mackay is absent on
medical leave.
Mr Clark will receive pay as Chief Executive,
and Mr Manser will receive a total fee as
acting non-executive Chairman, both with
effect from 23 April 2013. Mr Mackay will
continue to receive his current base pay only
while on medical leave, at least until the
2013AGM. A decision will then be made
depending upon Mr Mackays health and
thecircumstances at that time.
The non-executive Chairmans fee has been
positioned at the median for the FTSE-30
fora UK-based role. This appears as a
signicant percentage increase because the
previous non-executive Chairman was based
in South Africa and received a lower fee
based on the market rate for that location.
The base fee for non-executive directors has
not increased this year, but the committee
fees (which have not increased since 2011)
have been increased to the median of the
FTSE-30 or just below. The FTSE-30 is the
companys reference position for non-
executive directors fees.
Consideration of conditions elsewhere
in the group
When determining the remuneration for
executive directors, the committee considers
the pay and conditions of other employees
throughout the group. The average increase
in base pay for other UK-based employees
is3.2% for 2013/14. Short-term incentives
forother employees are applied and
calculated in a manner consistent with
thosefor executive directors and other
executive committee members. Long-
termincentives are cascaded to ten other
executive committee members, and also
toaround 1,700 senior executives below
theexecutive committee.
Service contracts and termination arrangements
Executive directors have service contracts with the company which may be terminated with not less than 12 months notice as set out below.
Non-executive directors do not have service contracts, but serve the company under letters of appointment which may be terminated without
liability for compensation.
Date rst appointed
to the board
Date of service contract/
letter of appointment
Date next due for election
or re-election
Executive directors
A J Clark 26 July 2012 23 May 2013 2013 AGM
J S Wilson 21 July 2011 17 August 2011 2013 AGM
M H Armour 1 May 2010 14 April 2010 2013 AGM
G C Bible 1 August 2002 27 September 2002 2013 AGM
D S Devitre 16 May 2007 16 May 2007 2013 AGM
J M Kahn 8 February 1999 23 February 1999 n/a
L M S Knox 19 May 2011 17 May 2011 2013 AGM
E A G Mackay 8 February 1999 27 February 1999 2013 AGM
P J Manser 1 June 2001 23 May 2013 2013 AGM
J A Manzoni 1 August 2004 12 May 2004 2013 AGM
M Q Morland 8 February 1999 23 February 1999 2013 AGM
D F Moyo 1 June 2009 26 May 2009 2013 AGM
C A Perez Davila 9 November 2005 12 October 2005 2013 AGM
R Pieterse 15 May 2008 9 June 2008 n/a
M C Ramaphosa 8 February 1999 23 February 1999 n/a
1

A Santo Domingo Davila 9 November 2005 12 October 2005 2013 AGM
H A Weir 19 May 2011 17 May 2011 2013 AGM
H A Willard 1 August 2009 1 August 2009 2013 AGM
1
Mr Ramaphosa has conrmed his intention not to stand
for re-election at the 2013 AGM.
The companys policy on service contracts
and termination arrangements is set out
below. The companys overriding principle
isthat there should be no reward for failure.
The committees approach, when
considering payments in the event of
termination, is to take account of the
individual circumstances including the reason
for termination, any contractual obligations,
and the relevant share plan and pension
scheme rules.
Service contract key items
Notice period For executive directors, 12 months written notice by either party. Executive committee
members and other employees have notice periods of up to 12 months.
Termination payment Base pay and benets: paid in lieu for the remainder of the notice period, less any deduction
considered appropriate and reasonable taking into account any accelerated receipt of
payment and the employees duty to mitigate any loss.
Short-term incentives: not contractual, but normal practice is to pro-rate the annual bonus for
the year in which an employee departs, subject to individual and business performance.
Long-term incentives: not contractual, but if an employee leaves by reason of retirement,
injury, disability, ill-health or redundancy, any unvested share awards are pro-rated for time
served during the relevant period, with vesting subject to the applicable performance
conditions. In the event of death, or if the company or business in which the employee works
issold or transferred, any unvested share awards may vest in full, subject to the absolute
discretion of the remuneration committee.
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Implementation report
Role of the remuneration committee
In accordance with its terms of reference
(which are available on the companys
website), the committee determines the basis
on which the executive directors and
members of the executive committee are to
be paid and the amount of their remuneration.
In addition, the committee has oversight of
the remuneration strategy for the group as
awhole, monitoring the level and structure
ofremuneration for senior management, and
approving all awards under the companys
share incentive arrangements. When
determining executive pay, the committee
considers the specic performance
measures for each incentive plan, as
wellasoverall business performance and
shareholder returns, paying particular regard
to environmental, social and governance
issues, to ensure that the incentive
arrangements do not inadvertently motivate
or reward inappropriate outcomes or
excessive risk.
During the year ended 31 March 2013
remuneration committee members
attendance at meetings and details of the core
agenda items discussed are shown below:
Meetings
Members
Eligible
to attend Attended
M Q Morland (Chairman)
M H Armour
L M S Knox
P J Manser
J A Manzoni
Meeting Core agenda items Attendees
May 2012 Consider and approve short-term incentive
payments for the year ended 31 March
2012.
Consider and approve long-term incentive
awards vesting in respect of the
performance periods ended 31 March 2012.
Determine base pay for the year ending
31March 2013.
Determine short-term incentive and
long-term incentive performance measures
and targets, and consider total remuneration
for various performance outcomes for
awards to be made during the year ending
31 March 2013.
Approve long-term incentive awards for
employees below executive committee.
Consider and implement shareholding
guidelines for executive directors.
M H Armour
L M S Knox
P J Manser
J A Manzoni
November 2012 Review remuneration policy, practice, pay
and conditions for employees across the
group.
Approve (off-cycle) long-term incentive
awards for employees below executive
committee.
Additional agenda item:
Approve remuneration package for new
executive committee member.
M H Armour
L M S Knox
P J Manser
J A Manzoni
March 2013 Report on shareholder consultations, and
consider structural changes to remuneration
for the year commencing 1 April 2013.
M H Armour
P J Manser
J A Manzoni
The following non-executive directors
attended some committee meetings during
the year as observers: Mr Kahn, Mr Santo
Domingo and Mr Willard. Also present, on
occasions at the invitation of the committee
were Mr Clark (then Chief Operating Ofcer),
Mr Davidson (General Counsel and
GroupCompany Secretary), MrFairhead
(Group Head of Compensation &Benets),
Mr Mackay (Executive Chairman) and
MrShapiro (Deputy Company Secretary),
although none was present when his own
remuneration was discussed.
Advisors to the remuneration committee
External advisors Internal advisors
Kepler Associates is retained by the
committee to provide independent advice on
remuneration matters including current market
practices, incentive design, performance
metrics, and independent monitoring of total
shareholder return. Kepler Associates does
not provide any other advice or services to the
group, and fees are charged on a time-basis.
Total fees in respect of the year ended
31March 2013 were 81,500. No other fees
were paid to Kepler Associates.
The committee considers the views of
theChairman, and the Chief Executive,
onthe remuneration and performance of
other members of the executive committee.
The General Counsel and Group Company
Secretary, and the Group Head of
Compensation & Benets also provide
information to the committee on legal,
regulatory and governance issues, and
onthe pay and conditions for employees
throughout the group.
Executive directors emoluments for the year ended 31 March 2013 (audited table)
The table below shows the payments made
to executive directors in respect of the year
ended 31 March 2013. Directors emoluments
have been disclosed as required by the
current regulations, but also shown is the
single gure of remuneration for each
executive director during the year, calculated
in the manner proposed by the draft BIS
regulations. Also included for Mr Clark and
Mr Wilson are the values of long-term
incentives vesting by reference to the
performance period ended 31 March 2013
which were granted to them in 2008 and
2010 in respect of their services as
employees rather than as executive directors.
Executive
directors
Emoluments Additional single gure disclosure
All gures in Base pay
Cash and
non-cash
benets
4
Annual
bonus: cash
(see page 77) 2013 total 2012 total
Retirement
benets
Long term
incentives
excluding
share price
growth
(see page 79)
Total
excluding
share price
growth
Effect of share
price growth
(see pages 78
and 79)
Total
(including
share price
growth)
E A G Mackay
1
1,295,000 122,841 1,400,000 2,817,841 3,042,642 388,500 3,005,146 6,211,487 7,698,910 13,910,397
A J Clark
2
579,545 96,858 530,000 1,206,403 173,864 1,560,943 2,941,210 3,754,906 6,696,116
J S Wilson
3
720,000 41,150 535,680 1,296,830 909,994 216,000 175,590 1,688,420 332,860 2,021,280
Total 2,594,545 260,849 2,465,680 5,321,074 3,952,636 778,364 4,741,679 10,841,117 11,786,676 22,627,793
1
Mr Mackay received annual fees for his service as a
non-executive director of Reckitt Benckiser Group plc of
92,000 for the year ended 31 December 2012, of which
13,500 was applied to the purchase of Reckitt Benckiser
Group plc ordinary shares. In addition, Mr Mackay
received annual fees as a non-employee director of Philip
Morris International Inc of US$130,000 plus an annual
award of shares of common stock in Philip Morris
International Inc for the year ended 31 December 2012
which had a fair market value of US$160,000 on their
grant date of 9 May 2012.
2
Mr Clark was appointed as a director on 26 July 2012, and
therefore received only pro-rated emoluments from the
company as an executive director during the year ended
31 March 2013.
3
Mr Wilson was appointed as a director on 21 July 2011,
and therefore received only pro-rated emoluments from
the company as an executive director during the year
ended 31 March 2012.
4
The benets received during the year ended 31 March
2013 all relate to non-cash benets as detailed on
page70, with the exception of car allowances of 23,400,
11,693 and 17,150 paid to Mr Mackay, Mr Clark and
MrWilson respectively.
The charts have been prepared on the same
basis as the remuneration scenario charts on
page 69. For comparison purposes, the chart
provides an indication of minimum, on-target
and maximum total remuneration for the
period, shown with and without the effect
ofshare price growth over the performance
periods. In the ve years ended 31 March
2013 SABMillers share price increased
by214%.
E A G Mackay m
0 5 10 15
Opportunity excluding share price growth
Minimum On-target Maximum
2013 including share price growth
2013 excluding share price growth
A J Clark m
0 4 6 2 8 10
J S Wilson m
0 2 3 1 4 5
Fixed pay Short-term incentives Long-term incentives Share price growth
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Implementation report continued
Non-executive directors emoluments for the year ended 31 March 2013 (audited table)
Non-executive directors Emoluments and single gure of remuneration
All gures in Base fees Benets
Committee fees
2013 total 2012 total Audit Remuneration CARAC Nomination
M H Armour 80,000 206 15,000 12,000 107,206 104,203
G C Bible
1
80,000 5,424 85,424 77,000
D S Devitre 80,000 364 15,000 95,364 92,148
J M Kahn 101,420 1,074 2,576 4,830 109,900 314,074
L M S Knox 80,000 265 15,000 12,000 107,265 90,312
P J Manser 110,000 407 30,000 12,000 8,000 10,170 170,577 147,398
J A Manzoni 80,000 373 12,000 8,000 100,373 97,462
M Q Morland 80,000 409 15,000 24,000 119,409 116,400
D F Moyo 80,000 279 20,000 100,279 97,357
C A Perez Davila 80,000 243 80,243 77,181
R Pieterse
2
25,757 2,576 28,333 85,000
M C Ramaphosa 80,000 208 8,000 88,208 85,199
A Santo Domingo Davila 80,000 298 80,298 77,246
H A Weir 80,000 302 15,000 95,302 80,197
H A Willard
3
307 307 382
Total 1,117,177 4,735 105,000 72,000 54,576 15,000 1,368,488 1,541,559
Non-executive directors do not participate
inany of the companys incentive plans,
nordo they receive retirement benets.
As non-executive Chairman until his
retirement from the board on 26 July 2012,
Mr Kahn was provided with an ofce,
secretarial assistance, a company car,
medical insurance, assistance with ling
aUKtax return, and a beer allowance.
Other non-executive directors receive a beer
allowance only.
1
Mr Bible joined the CARAC with effect from 26 July 2012,
and his committee membership fees for the year are
pro-rated.
2
Mr Pieterse retired from the board on 26 July 2012.
3
Mr Willard is an executive ofcer of Altria Group Inc (Altria),
and in line with the companys agreement with Altria, he
does not receive a directors fee from the company, but
isentitled to receive a beer allowance in line with other
non-executive directors.
Variable pay outcome for the year ended 31 March 2013
Annual bonus plan
As explained on page 71 the total bonus
opportunity for executive directors is split:
60% for the delivery of annual nancial
performance targets; and
40% for the achievement of individual
strategic objectives.
In response to feedback from some
shareholders, more detailed information
regarding the annual bonus performance
measures has been provided this year, with
the weightings and determinations for the
year ended 31 March 2013 shown in the
table below, split between nancial and
individual strategic targets:
Achievement against the groups nancial
performance targets, upon which bonuses
are based for each executive director,
resulted in achievement just above target
(32% out of a maximum of 60%). This is
despite adjusted EPS growth of 11% and
reported EBITA up14%, reecting the very
challenging performance targets set for the
nancial year. Individual strategic objectives
are usually different for each executive
director, although some key strategic
objectives have joint responsibility.
Outcome (% of maximum bonus
opportunity)
Performance measure Weighting E A G Mackay A J Clark J S Wilson
Financial performance targets:
Earnings per share growth.
EBITA achievement.
Working capital improvement.
25%
25%
10%
60% 32% 32% 32%
Individual strategic objectives, including quantiable measurement for
achievements with regard to:
Cost optimisation project.
Market share growth in designated territories.
Talent management development.
Others, not disclosed for reasons of commercial condentiality.
Selection only,
so separate
weightings not
disclosed
40% 30% 29% 30%
Total (% of maximum bonus opportunity) 100% 62% 61% 62%
Maximum bonus (% of base pay) 175% 150% 120%
Base pay 1,295,000 579,545 720,000
Annual bonus 1,400,000 530,000 535,680
At its meeting on 21 May 2013 the committee
reviewed performance against each target,
and also considered overall business
performance and shareholder returns
achieved. After consideration, the committee
awarded bonuses to the executive directors
in the amounts shown above for the year
ended 31 March 2013.
Bonus (% of maximum)
100%
0%
Annual bonus, as a percentage of the
maximum bonus opportunity, for the highest
paid director (E A G Mackay) for each of the
last three years, split between annual
nancial performance and individual strategic
objectives was:
Years ended
Performance measure Weighting
31 March
2010
31 March
2011
31 March
2012
Financial performance targets 60% 45% 53% 47%
Individual strategic objectives 40% 34% 32% 30%
Total (% of maximum bonus opportunity) 100% 79% 85% 77%
62%
61%
62%
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Share option plan
As explained on page 71, share options
provide a direct and transparent link
betweenexecutive pay and value creation
forshareholders, as no gains are possible
unless there has been an absolute increase
in the share price. Furthermore, to ensure
that any share price increase is supported by
continuing sustainable growth in the groups
underlying nancial performance, annual
awards vest dependent upon the
achievement of additional performance
conditions with:
two-thirds of the share options tested after
three years; and
one-third of the share options tested after
ve years.
If the performance conditions are not
achieved at the relevant time, the appropriate
proportion of share options will lapse and
there is no opportunity for retesting.
For share options vesting in respect of the
performance periods ended 31 March 2013
the performance conditions, achievement
and vesting outcomes are shown in the
tablebelow:
Outcome
Performance period and achievement Vesting E A G Mackay A J Clark J S Wilson
Five years ended 31 March 2013
100%
75,900 shares
at 12.50
19,800 shares
at 9.295
16,500 shares
at 12.50
8,250 shares
at 10.49
Threshold vesting:
EPS > UK RPI + 3% pa compound
Maximum vesting:
Performance achieved:
EPS = UK RPI + 14.2% pa compound
Three years ended 31 March 2013
100%
167,500
shares
at 19.51
108,550
1
shares
at 19.51
13,000
2

shares
at 19.51
Threshold vesting:
Maximum vesting:
EPS = UK RPI + 11.1% pa compound
Value at vesting (excluding share price growth) nil nil nil
Value at vesting (including share price growth)* 4,716,532 2,206,909 196,690
* Exercise price shown in the table; and share price at
31March 2013 = 34.64.
1
Under the terms of the share option grant to Mr Clark
in2010, before he became an executive director, options
over 65,000 of the 108,550 shares vesting for the three
years ended 31March 2013 were not subject to
performance conditions.
2
Under the terms of the share option grant to Mr Wilson
in2010, before he became an executive director,
optionsover the 13,000 shares vesting for the three
yearsended 31 March 2013 werenot subject to
performance conditions.
In the ve years ended 31 March 2013
SABMillers share price as listed on the
London Stock Exchange increased by 214%.
The opening share price on 1 April 2008
was11.03; and the closing share price on
28 March 2013 (being the prior trading day
closest to 31 March 2013) was 34.64.
Details of share options conditionally
awarded to executive directors and
outstanding at 31 March 2013 are
shownonpage 82.
Maximum
Threshold
Threshold
Maximum
Share award plan
The share award plan rewards executives
forcore nancial performance, currently
measured as adjusted EPS growth and TSR
out-performance of a comparator group.
Forannual awards granted before 2010,
EPSgrowth is measured over three years,
and TSR-based awards vest:
two-thirds after three years; and
one-third after ve years.
Since 2010 annual awards have comprised
areduced number of performance shares
vesting after three years dependent upon
EPS growth, plus value shares vesting over
aperiod of three to ve years dependent
uponTSR exceeding the median of
acomparator group, with no shares
vestingatmedian.
The value shares conditionally awarded
before 2013 vest on the fth anniversary
ofthe grant date, subject to TSR out-
performance, but participants may request
the remuneration committee to release
shares from the third anniversary of the grant
date. In such circumstances, the number
ofshares is determined based on TSR
out-performance to that date, with the
sharespartially deferred and released in
equal instalments over the period until the
fth anniversary of the grant date. There is
noopportunity for retesting against future
TSR performance, and the deferred shares
are subject to forfeiture under certain
circumstances should the participants
employment terminate before
the fth anniversary. The earliest opportunity
for any value shares to be released will be in
the period ending 31 March 2014. Value
shares conditionally awarded from 2013
vestone-third on the third, fourth and fth
anniversaries of the grant date respectively.
The number of shares to be released, if any,
will be based on TSRout-performance to
those dates.
If the performance conditions for any award
are not achieved at the relevant date, the
appropriate proportion of shares will lapse
and there is no opportunity for retesting.
Forshare awards vesting in respect of the
performance period ended 31 March 2013,
the performance conditions, achievement
and vesting outcomes are shown in the
tablebelow:
Outcome
Performance conditions and achievement Vesting E A G Mackay A J Clark J S Wilson
Five years ended 31 March 2013
100%
37,950 shares
at 12.50
9,900 shares
at 9.295
16,500 shares
at 12.50
8,250 shares
at 10.49
Threshold vesting:
TSR > median
Maximum vesting:
TSR > median by 33%
TSR > median by 79.5%
Three years ended 31 March 2013
100%
125,000
shares
at 19.51
65,000
shares
at 19.51
9,000
shares
at 19.51
Threshold vesting:
EPS > 5% pa compound
Maximum vesting:
EPS > 9% pa compound
EPS = 14.0% pa compound
Value at vesting (excluding share price growth) 3,005,146 1,560,943 175,590
Value at vesting (including share price growth)* 5,987,524 3,108,940 311,760
* Share price at date of grant shown in the table; and share
price at 31 March 2013 = 34.64
Details of performance shares and value shares conditionally awarded to executive directors and outstanding at 31 March 2013 are shown
onpages 83 and 84. The constituents of the TSR comparator group for share awards vested or outstanding as at 31 March 2013 are:
Weighting of comparator group constituents for awards granted
before 2010 from 2010
1 Anheuser-Busch InBev 10%
1
2
3
4
5
6
7
8
9
10
21%
1
2
3
4
5
6
7
8
9
10
2 Heineken 10% 21%
3 Molson Coors Brewing Co 10% 11%
4 Carlsberg 10% 11%
5 Diageo 10% 11%
6 Pernod-Ricard 10% 5%
7 Kirin Holdings 10% 5%
8 Asahi Breweries 10% 5%
9 Constellation Brands 10% 5%
10 Sapporo Holdings 10% 5%
The weighting of the comparator group
constituents was rebalanced in 2010 to
weight more heavily those companies
considered to be the most signicant
competitors of SABMiller, and therefore
better comparators for benchmarking
company performance.
For the purpose of calculating TSR, the share
prices and dividends of the comparator
companies are converted, as necessary, into
sterling at the exchange rates prevailing at
the relevant times, to remove distortions
arising from differing rates of ination in the
countries where the comparator companies
are listed. TSR is averaged over three months
for awards granted before 2010, and over six
months for awards granted from 2010, with
the longer averaging period adopted in 2010
to reduce the sensitivity of vesting due to
short-term stock market volatility.
Maximum
Threshold
Maximum
Threshold
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Performance review
In accordance with the Large and Medium-
sized Companies and Groups (Accounts and
Reports) Regulations 2008, which remain in
force, the company is also required to include
a line graph showing the companys TSR
performance compared to an appropriate
broad equity market index for the preceding
ve years. The chart opposite compares the
companys TSR with the FTSE 100 Total
Return Index over the period from 1 April
2008 to 31 March 2013 assuming an initial
investment of 100. The company is a
constituent of the FTSE 100 Total Return
Index and, accordingly, this is considered
tobe an appropriate comparison to
demonstrate the companys relative
performance.
Over this period, 100 invested in SABMiller
would have returned 354, while the same
amount notionally invested in this index
would have returned just 136.
Five-year cumulative TSR performance
Value of 100 invested 31 March 2008
400
136
354
350
300
250
200
150
100
50
0
2013 2012 2011 2010 2009 2008
SABMiller FTSE 100 Note: Spot prices

Total shareholdings of directors
In 2012 the committee established shareholding requirements, which provide alignment with shareholder returns, by ensuring a reduction in
anexecutivedirectors own wealth if there is a reduction in SABMillers share price. Any shares arising from the exercise or vesting of share
options or share awards granted to executive directors must be retained (except those shares sold to pay the exercise price and any tax upon
exercise or vesting of any such award) until the relevant threshold is met. The total shareholdings andrequirement at 31 March 2013 are shown
in the table below:
Shares held Options held
(see table on page 82)
Executive director
Owned outright
(see table below)
Subject to
performance
conditions
(see table on
page 83)
Subject to
deferral Owned outright
Subject to
performance
conditions
Shares owned
outright at
31 March 2013
@ 34.64
(% of base pay)
Shareholding
requirement
E A G Mackay 1,671,823 470,700 849,404 940,596 4,472% 300%
A J Clark 173,747 279,500 520,246 509,500 708% 200%
J S Wilson 12,275 159,000 3,623 313,000 59% 200%
Mr Wilson does not yet meet the shareholding requirement, but as a result of shares retained from awards vesting in respect of the year ended
31 March 2013 but not received until after the year end, Mr Wilsons shares owned outright at 5 June 2013 were equivalent to 83% of base pay.
Directors interests in shares of the company (audited)
Director
Ordinary shares
held at 31 March 2012
(or date of appointment if later)
Ordinary shares
acquired during the period
Ordinary shares
disposed of during the period
Ordinary shares
held as at 31 March 2013
(or date of retirement if earlier)
E A G Mackay
1,12
1,537,375 280,100 145,652 1,671,823
A J Clark
2,12
173,747 173,747
J S Wilson
3,12
6,850 35,000 29,575 12,275
M H Armour
4
3,000 3,000
G C Bible
5
75,775 75,775
D S Devitre
6

J M Kahn
7
1,670,578 1,670,578
L M S Knox 3,000 3,000
P J Manser 5,000 5,000
J A Manzoni
8
3,579 1,987 5,566
M Q Morland 40,000 40,000
D F Moyo 386 386
C A Perez Davila
R Pieterse
9

M C Ramaphosa
10
4,000 4,000
A Santo Domingo Davila
H A Weir
11
100 100
H A Willard
1
Mr Mackay had awards vested in respect of 280,100
shares during the year ended 31 March 2013 (see
page83), with 145,652 shares sold to settle the resulting
tax liability, andthe balance of the shares was retained by
Mr Mackay benecially.
2
Mr Clark was appointed as an executive director at the
annual general meeting held on 26 July 2012, and the
table reects his shareholding onthat date. The vesting
of141,750 shares (seepage 83) in May 2012 occurred
before MrClarks appointment as an executive director,
and accordingly the resulting balance of shares retained
by Mr Clark is included in the gure for ordinary shares
held atthe date of his appointment in the table above.
3
Mr Wilson had awards vested in respect of 9,000 shares
during the year ended 31 March 2013 (see page83), with
3,575 shares sold to settle the resulting tax liability, and
the balance of shares were retained by Mr Wilson
benecially. Mr Wilson also exercised options over 26,000
shares (see page 82) that were granted to him in 2008
and 2009 before he became an executive director, which
were sold upon exercise.
4
Mr Armour acquired 3,000 shares on 12 March 2013 at
aprice of 34.705 per share.
5
After the year end, Mr Bible acquired a further 1,225
shares on 30 May 2013 at a price of 33.7832 per share.
6
After the year end, Mr Devitre acquired a total of 30,000
shares, being 10,000 shares on 28 May 2013 at a price
of34.9599 per share; 10,000 shares on 28 May 2013
ata price of 35.2046 per share; and 10,000 shares on
29May 2013 at a price of 34.3618 per share.
7
Mr Kahn retired from the board on 26 July 2012, and the
table reects his shareholding on that date.
8
Mr Manzoni has elected to apply his quarterly
non-executive directors fees to the regular purchase of
ordinary shares after the deduction of taxes by way of a
trading plan, and accordingly acquired 520 shares on
25June 2012 at a price of 24.558 per share, 461 shares
on 25 September 2012 at a price of 27.30 per share,
505 shares on 21 December 2012 at a price of 28.404
per share, and 501 shares on 25 March 2013 at a price of
34.393 per share. The trading plan will remain in place
until revoked by Mr Manzoni, although it cannot be
revoked or altered except in open dealing periods with
the clearance of the chairman in accordance with the
Model Code.
9
Mr Pieterse retired from the board on 26 July 2012, and
the table reects his shareholding on that date.
10
Mr Ramaphosas interest in 4,000 shares is non-
benecial.
11
Ms Weir acquired 100 shares on 26 March 2013 at a price
of 34.63 per share.
12
In May and June 2013 Messrs Mackay, Clark and
Wilsons benecial holdings increased by 86,363, 47,830
and 5,046 shares, respectively, following the vesting of
awards over 162,950, 81,500 and 9,000 shares,
respectively, and the subsequent sales of shares to settle
tax liabilities on the gross awards vested, with the
balance of the shares being retained. There have been
noother changes in the directors benecial interests as
at 5June 2013.
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Share incentive plans (audited)
Executive directors interests in shares of
thecompany provided in the form of share
options and share awards are shown in the
tables below. Mr Clark was appointed to the
board on 26 July 2012, and Mr Wilson was
appointed to the board on 21 July 2011, but
the share awards detailed below represent
their total outstanding share awards,
including those granted to them in respect
oftheir services as employees, rather
thanjust those granted in respect of, or
incontemplation of, their qualifying services
as executive directors.
During the year ended 31 March 2013 the
highest and lowest market prices for the
companys shares were 35.095 (on 14
March 2013) and 23.485 (on 1 June 2012)
respectively, and the closing market price on
28 March 2013 (being the prior trading day
closest to 31 March 2013) was 34.64.
Share options
Director
Exercisable for
3-10 years from
Performance
period
(year ending
31 March)
Subscription
price
Outstanding
as at
31 March 2012
Granted
during
the year
Exercised
during
the year
Lapsed
during
the year
Outstanding
as at
31 March 2013
Vested and
exercisable
as at
31 March 2013
Sale price/
market price
(if applicable)
E A G Mackay 19 May 2006 Vested 10.61 230,000 230,000 230,000

18 May 2007 Vested 11.67 230,000 230,000 230,000
16 May 2008 Vested 12.50 154,100 154,100 154,100
16 May 2008 5 years (2013) 12.50 75,900 75,900
14 Nov 2008 Vested 9.295 40,200 40,200 40,200
14 Nov 2008 5 years (2013) 9.295 19,800 19,800
15 May 2009 Vested 12.31 195,104 195,104 195,104
15 May 2009 5 years (2014) 12.31 94,896 94,896
1 Jun 2010 3 years (2013) 19.51 167,500 167,500
1 Jun 2010 5 years (2015) 19.51 82,500 82,500
1 Jun 2011 3 years (2014) 22.495 167,500 167,500
1 Jun 2011 5 years (2016) 22.495 82,500 82,500
1 Jun 2012 3 years (2015) 23.95 167,500 167,500
1 Jun 2012 5 years (2017) 23.95 82,500 82,500
1,540,000 250,000 1,790,000 849,404
A J Clark 20 May 2005 Vested 8.28 69,746 69,746 69,746
19 May 2006 Vested 10.61 100,000 100,000 100,000
18 May 2007 Vested 11.67 100,000 100,000 100,000
16 May 2008 Vested 12.50 83,500 83,500 83,500
16 May 2008 5 years (2013) 12.50 16,500 16,500
1 Aug 2008 Vested 10.49 41,750 41,750 41,750
1 Aug 2008 5 years (2013) 10.49 8,250 8,250
15 May 2009 Vested 12.31 125,250 125,250 125,250
15 May 2009 5 years (2014) 12.31 24,750 24,750
1 Jun 2010 3 years (2013) 19.51 108,550 108,550
1 Jun 2010 5 years (2015) 19.51 21,450 21,450
1 Jun 2011 3 years (2014) 22.495 108,550 108,550
1 Jun 2011 5 years (2016) 22.495 21,450 21,450
1 Jun 2012 3 years (2015) 23.95 134,000 134,000
1 Jun 2012 5 years (2017) 23.95 66,000 66,000
829,746 200,000 1,029,746 520,246
J S Wilson 20 May 2005 Vested 8.28 3,623 3,623 3,623
16 May 2008 Vested 12.50 13,000 13,000 27.89
15 May 2009 Vested 12.31 13,000 13,000 27.89
1 Jun 2010 3 years (2013) 19.51 13,000 13,000
1 Jun 2011 3 years (2014) 22.495 67,000 67,000
1 Jun 2011 5 years (2016) 22.495 33,000 33,000
1 Dec 2011 3 years (2014) 22.40 33,500 33,500
1 Dec 2011 5 years (2016) 22.40 16,500 16,500
1 Jun 2012 3 years (2015) 23.95 100,500 100,500
1 Jun 2012 5 years (2017) 23.95 49,500 49,500
192,623 150,000 26,000 316,623 3,623
Share options granted to executive directors
from 2008 have a performance condition that
requires compound annualised adjusted EPS
growth, expressed in sterling, of:
UK RPI + 3% per annum compound for
any of the share options to vest; and
UK RPI + 5% per annum compound for
fullvesting.
Share options with performance periods
ended 31 March 2013 have been tested
against their respective performance
conditions and the outcome is shown on
page 78. As a result, these share options
have vested in full and become exercisable.
On 3 June 2013. Mr Clark and Mr Wilson
were granted options over 140,000 and
85,000 shares respectively at an exercise
price of 33.30 per share, subject to the
performance conditions listed here.
Performance shares
Director Award date
Performance
period
(year ending
31 March)
Share price at
effective date
of award
Outstanding
as at
31 March 2012
Awarded
during
the year
Vested
during
the year
Lapsed
during
the year
Outstanding
as at
31 March 2013
E A G Mackay 18 May 2007 Vested 11.67 37,950 37,950
16 May 2008 5 years (2013) 12.50 37,950 37,950
14 Nov 2008 5 years (2013) 9.295 9,900 9,900
15 May 2009 Vested 12.31 242,150 242,150
15 May 2009 5 years (2014) 12.31 47,850 47,850
1 Jun 2010 3 years (2013) 19.51 125,000 125,000
1 Jun 2011 3 years (2014) 22.495 125,000 125,000
1 Jun 2012 3 years (2015) 23.95 125,000 125,000
625,800 125,000 280,100 470,700
A J Clark 18 May 2007 Vested 11.67 16,500 16,500
16 May 2008 5 years (2013) 12.50 16,500 16,500
1 Aug 2008 5 years (2013) 10.49 8,250 8,250
15 May 2009 Vested 12.31 125,250 125,250
15 May 2009 5 years (2014) 12.31 24,750 24,750
1 Jun 2010 3 years (2013) 19.51 65,000 65,000
1 Jun 2011 3 years (2014) 22.495 65,000 65,000
1 Jun 2012 3 years (2015) 23.95 100,000 100,000
321,250 100,000 141,750 279,500
J S Wilson 15 May 2009 Vested 12.31 9,000 9,000
1 Jun 2010 3 years (2013) 19.51 9,000 9,000
1 Jun 2011 3 years (2014) 22.495 50,000 50,000
1 Dec 2011 3 years (2014) 22.40 25,000 25,000
1 Jun 2012 3 years (2015) 23.95 75,000 75,000
93,000 75,000 9,000 159,000
Before 2010 50% of the performance shares
granted to executive directors and to
executive committee members (and all of the
performance shares awarded to Mr Wilson in
2009 and 2010) had a performance condition
that requires compound annualised adjusted
EPS growth over a three-year period. All
performance shares awarded since 2010
have this performance condition. For shares
awarded in 2009 and 2010, the required
compound growth in adjusted EPS was:
5% per annum for any performance shares
to vest; and
9% per annum for full vesting.
For shares awarded from 2011 onwards,
therequired compound growth in adjusted
EPS is:
6% per annum for any performance shares
to vest; and
11% per annum for full vesting.
The other 50% of the performance shares
granted to executive directors and to
executive committee members before 2010
have a performance condition that requires
the companys TSR to exceed the median
TSR of a comparator group (identied on
page 79). Two-thirds of these shares had a
three-year performance period and are
included in the total shares vested during the
year in the table above, and the remaining
one-third of these shares have a ve-year
performance period and are outstanding
asat 31 March 2013. For these shares:
for below median TSR performance, no
performance shares will vest;
at median TSR performance, one-quarter
of the performance shares will vest; and
if TSR exceeds the median by 33% or
more, full vesting.
Performance shares with performance
periods ended on 31 March 2013 have been
tested against their respective performance
conditions and the outcome is shown on
page 79. As a result, these performance
shares will vest in full three or ve years after
their respective award dates, as appropriate.
On 3 June 2013 Mr Clark and Mr Wilson were
conditionally awarded 70,000 and 42,500
shares respectively, subject to achieving the
EPS-related performance condition
listedhere.
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Value shares
Director
Effective date
of award
Share price
on effective
date of
award
Outstanding
as at
31 March 2012
(shares per
10m of
additional
shareholder
value)
Awarded
during
the year
(shares per
10m of
additional
value)
Released
during the
year
(ordinary
shares
released)
Lapsed
during
the year
(shares per
10m of
additional
value)
Outstanding
as at
31 March 2013
(shares per
10m of
additional
value)
Earliest
possible
release
date
Final
vesting
date
E A G Mackay 1 Jun 2010 19.51 220 220 1 Jun 2013 1 Jun 2015
1 Jun 2011 22.495 220 220 1 Jun 2014 1 Jun 2016
1 Jun 2012 23.95 220 220 1 Jun 2015 1 Jun 2017
440 220 660
A J Clark 1 Jun 2010 19.51 115 115 1 Jun 2013 1 Jun 2015
1 Jun 2011 22.495 115 115 1 Jun 2014 1 Jun 2016
1 Jun 2012 23.95 175 175 1 Jun 2015 1 Jun 2017
230 175 405
J S Wilson 1 Jun 2011 22.495 100 100 1 Jun 2014 1 Jun 2016
1 Dec 2011 22.40 30 30 1 Jun 2014 1 Jun 2016
1 Jun 2012 23.95 130 130 1 Jun 2015 1 Jun 2017
130 130 260
The number of shares which can be released
under a value share award is dependent
upon TSR out-performance compared with
acomparator group (identied on page 79)
over a three- to ve-year performance period:
for below median TSR performance, no
shares will vest;
at median TSR performance, no shares will
vest; but
for every 10 million of additional
shareholder value created, a xed number
of shares (as set out in the table above) will
vest.
Additional shareholder value represents the
amount of additional return to shareholders
as a result of the companys TSR
performance exceeding that of the
comparator group. It is calculated as the
percentage change in TSR of the company,
less the percentage change in TSR of the
median of the comparator group, multiplied
by the companys market capitalisation at the
commencement of the performance period.
The maximum number of shares that
canvest is capped at the level at which
additional shareholder value at the end
ofeach performance period equals the
marketcapitalisation of the company at
thecommencement of the performance
period. The maximum value for all
participants (including executive directors),
inthe aggregate is therefore capped at
0.6%of additional shareholder value created
for any ve-year performance period. This is
the maximum theoretical percentage that can
be earned in aggregate by all participants,
with 99.4% of the additional value created
accruing to shareholders.
The value shares conditionally awarded
before 2013 vest on the fth anniversary
ofthe grant date, subject to TSR out-
performance, but participants may request
the release of all or part of the award from
thethird anniversary of the grant date.
Iftheremuneration committee exercises
itsdiscretion to release shares in such
circumstances, the number of shares is
determined based on TSR out-performance
to that date, with the shares partially deferred
and released in equal instalments over the
period until the fth anniversary of the grant
date. There is no opportunity for retesting
against future TSR performance, and the
deferred shares are subject to forfeiture
under certain circumstances should the
participants employment terminate before
the fth anniversary. Value shares
conditionally awarded from 2013 vest
one-third on the third, fourth and fth
anniversaries of the grant date respectively.
Any shares are then released, based on
TSRout-performance to those dates. If the
performance conditions for any award are
not achieved at the relevant date, the
appropriate proportion of shares will lapse
and there is no opportunity for retesting.
The earliest opportunity for any value shares
to be released will be in the period ending
31March 2014. No awards had been
released to any participant as at 5 June 2013.
At 31 March 2013 TSR out-performance,
additional shareholder value created, and
theindicative number of shares vesting for
the highest paid executive during the year
(EAGMackay) was:
Performance period commencing
1 April 2010 1 April 2011 1 April 2012
SABMillers TSR to 31 March 2013 80.875% 47.163% 28.365%
Comparator group TSR to 31 March 2013 51.225% 41.564% 36.620%
Out-performance 29.650% 5.599% -8.255%
SABMiller market capitalisation (at commencement of the performance period) 27,746m 33,485m 37,639m
Additional shareholder value created 8,227m 1,875m nil
Value of 220 shares per 10m (at 34.64 per share) 6.3m 1.4m nil
Value of shares as % of additional shareholder value created 0.07% 0.07% nil
On 3 June 2013 Mr Clark and Mr Wilson
wereconditionally awarded 125 and 75 value
shares respectively for every 10 million of
additional shareholder value created over
athree- to ve-year performance period
commencing on 1 April 2013.
Employees Benet Trust (EBT)
The Share Award Plan and older
performance share schemes are operated
inconjunction with the EBT. At 31 March
2013 the number of shares held in the EBT
was 8.3 million (2012: 5.6 million),
representing 0.50% (2012: 0.35%) of the
issued ordinary shares of the company.
The Associated Companies Employees
Benet Trust (Associated Companies EBT)
was established in 2011 to facilitate the
provision of share-based long-term
incentives to employees of companies
associated with the SABMiller group but not
subsidiaries of the company, and hence not
eligible to participate in the companys
existing share option and share award plans.
At 31 March 2013 the number of shares held
in the Associated Companies EBT was nil
(2012: 0.3 million) representing 0% (2012: less
than 0.01%) of the issued ordinary shares of
the company. All of the shares held by the
Associated Companies EBT were sold during
the year ended 31 March 2013 and the
proceeds of sale were subsequently
distributed after the year end to holders
ofshare awards which vested during that
period (not including any executive directors).
In aggregate there were 8.3 million shares
held in trust as at 31 March 2013 (2012: 5.9
million). These shares are held by the trustee
on behalf of the EBT to ensure that they hold
sufcient ordinary shares to meet potential
future obligations in respect of share awards
and share-settled stock appreciation rights.
The trustees of the EBT and the Associated
Companies EBT have waived their right to
receive dividends on any shares held by them,
and will only vote shares or claim dividends
on shares which are benecially owned by a
participant, and only then in accordance with
the instructions of the underlying shareholder.
As at 31 March 2013 there were no
benecially held shares in either the EBT or
inthe Associated Companies EBT (2012: nil).
Approval
This report complies with the requirements of
the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations
2008. Throughout the year ended 31 March
2013 the company applied the provisions of
the UK Corporate Governance Code relating
to remuneration. Those parts of the report
that are subject to audit are identied
separately.
This report and the recommendations of the
remuneration committee were approved by
the board on 5 June 2013 as recommended
by the remuneration committee on 21 May
2013 and will be submitted to shareholders
for approval at the 2013 annual general
meeting.
Signed on behalf of the board of directors by
John Davidson
General Counsel and
GroupCompanySecretary
5 June 2013

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The directors are responsible for preparing the consolidated nancial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare consolidated nancial
statements for each nancial year. The directors have prepared the
consolidated nancial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European
Union. The consolidated nancial statements are required by law to
give a true and fair view of the state of affairs of the group and of the
prot or loss of the group for that year.
In preparing those nancial statements, the directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable and prudent;
state that the nancial statements comply with IFRSs as adopted
by the European Union; and
prepare the consolidated nancial statements on the going concern
basis, unless it is inappropriate to presume that the group will
continue in business, in which case there should be supporting
assumptions or qualications as necessary.
The directors conrm that they have complied with the above
requirements in preparing the nancial statements.
The directors are responsible for keeping adequate accounting
records that disclose with reasonable accuracy at any time the
nancial position of the group and to enable them to ensure that
theconsolidated nancial statements comply with the Companies
Act2006 and Article 4 of the IAS Regulation. They are also
responsible for safeguarding the assets of the group and hence
fortaking reasonable steps for the prevention and detection of
fraudand other irregularities.
Each of the directors, whose names and functions are listed in the
Governance section of the Annual Report, conrms that, to the best
of their knowledge:
the consolidated nancial statements, which have been prepared
inaccordance with IFRSs as adopted by the EU, give a true and
fairview of the assets, liabilities, nancial position and prot of the
group; and
the management report incorporated into the directors report
contained in the Governance section of the Annual Report includes
a fair review of the development and performance of the business
and the position of the group, together with a description of the
principal risks and uncertainties that it faces.
In addition, the Companies Act 2006 requires directors to provide
thegroups auditors with every opportunity to take whatever steps
and undertake whatever inspections the auditors consider to be
appropriate for the purpose of enabling them to give their audit report.
Each of the directors, having made appropriate enquiries,
conrmsthat:
so far as the director is aware, there is no relevant audit information
of which the groups auditors are unaware; and
each director has taken all the steps that they ought to have taken
as a director in order to make themselves aware of any relevant
audit information and to establish that the groups auditors are
aware of that information.
The directors have reviewed the groups performance for the year and
the principal risks it faces, together with the budget and cash ow
forecasts, in particular with reference to the period to the end of
September 2014, and the application of reasonably possible
sensitivities associated with these forecasts. On the basis of this
review, and in the light of the current nancial position and existing
committed borrowing facilities, the directors are satised that the
group has adequate resources to continue in operational existence
and therefore have continued to adopt the going concern basis in
preparing the consolidated nancial statements.
A copy of the nancial statements of the group is placed on the
companys website. The directors are responsible for the maintenance
and integrity of statutory and audited information on the companys
website. Information published on the internet is accessible in many
countries with different legal requirements. Legislation in the United
Kingdom governing the preparation and dissemination of nancial
statements may differ from legislation in other jurisdictions.
Statement of directors responsibilities
in respect of the consolidated nancial statements
We have audited the consolidated nancial statements of SABMiller
plc for the year ended 31 March 2013 which comprise the
consolidated income statement, the consolidated statement of
comprehensive income, the consolidated balance sheet, the
consolidated cash ow statement, the consolidated statement of
changes in equity and the related notes. The nancial reporting
framework that has been applied in their preparation is applicable law
and International Financial Reporting Standards (IFRSs) as adopted
by the European Union.
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors responsibilities,
the directors are responsible for the preparation of the consolidated
nancial statements and for being satised that they give a true and
fair view. Our responsibility is to audit and express an opinion on the
nancial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Boards Ethical
Standards for Auditors.
This report, including the opinions, has been prepared for and only for
the companys members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
Scope of the audit of the nancial statements
An audit involves obtaining evidence about the amounts and
disclosures in the nancial statements sufcient to give reasonable
assurance that the nancial statements are free from material
misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to
thegroups circumstances and have been consistently applied and
adequately disclosed; the reasonableness of signicant accounting
estimates made by the directors; and the overall presentation of the
nancial statements. In addition, we read all the nancial and
non-nancial information in the SABMiller plc Annual Report to
identify material inconsistencies with the audited nancial statements.
If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on nancial statements
In our opinion the consolidated nancial statements:
give a true and fair view of the state of the groups affairs as at
31March 2013 and of its prot and cash ows for the year
thenended;
have been properly prepared in accordance with IFRSs as adopted
by the European Union; and
have been prepared in accordance with the requirements of the
Companies Act 2006 and Article 4 of the IAS Regulation.
Opinion on other matter prescribed by the
Companies Act 2006
In our opinion, the information given in the directors report for the
nancial year for which the consolidated nancial statements are
prepared is consistent with the consolidated nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
certain disclosures of directors remuneration specied by law are
not made; or
we have not received all the information and explanations we
require for our audit.
Under the Listing Rules we are required to review:
the directors statement in relation to going concern on page 86;
and
the part of the corporate governance report relating to the
companys compliance with the nine provisions of the UK
Corporate Governance Code specied for our review; and
certain elements of the directors remuneration report.
Other matter
We have reported separately on the company nancial statements
ofSABMiller plc for the year ended 31 March 2013 and on the
information in the directors remuneration report that is described
ashaving been audited.
Richard Hughes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 June 2013

Independent auditors report
to the members of SABMiller plc
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Consolidated income statement
for the year ended 31 March
Notes
2013
US$m
2012
US$m
Revenue 2 23,213 21,760
Net operating expenses 3 (19,010) (16,747)
Operating prot 2 4,203 5,013
Operating prot before exceptional items 2 4,403 3,987
Exceptional items 4 (200) 1,026
Net nance costs 5 (735) (562)
Finance costs 5a (1,417) (1,093)
Finance income 5b 682 531
Share of post-tax results of associates and joint ventures 2 1,244 1,152
Prot before taxation 4,712 5,603
Taxation 7 (1,201) (1,126)
Prot for the year 27a 3,511 4,477
Prot attributable to non-controlling interests 237 256
Prot attributable to owners of the parent 26a 3,274 4,221
3,511 4,477
Basic earnings per share (US cents) 8 205.9 266.6
Diluted earnings per share (US cents) 8 203.5 263.8
The notes on pages 93 to 164 are an integral part of these consolidated nancial statements.
Notes
2013
US$m
2012
US$m
Prot for the year 3,511 4,477
Other comprehensive loss:
Currency translation differences on foreign currency net investments (700) 136
(Decrease)/increase in foreign currency translation reserve during the year (700) 153
Recycling of foreign currency translation reserve on disposals (17)
Net actuarial losses on dened benet plans 31 (21) (9)
Available for sale investments:
Fair value losses arising during the year 26b (1)
Net investment hedges:
Fair value gains/(losses) arising during the year 26b 63 (1)
Cash ow hedges: 26b (5) 6
Fair value losses arising during the year (8)
Fair value losses transferred to inventory 8 2
Fair value (gains)/losses transferred to prot or loss (5) 4
Tax on items included in other comprehensive loss 7 34 101
Share of associates and joint ventures other comprehensive loss 13,14 (70) (256)
Other comprehensive loss for the year, net of tax (700) (23)
Total comprehensive income for the year 2,811 4,454
Attributable to:
Non-controlling interests 233 255
Owners of the parent 2,578 4,199
Total comprehensive income for the year 2,811 4,454
Consolidated statement of comprehensive income
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Notes
2013
US$m
2012
1
US$m
Assets
Non-current assets
Goodwill 10 19,862 20,171
Intangible assets 11 9,635 9,958
Property, plant and equipment 12 9,059 9,162
Investments in joint ventures 13 5,547 5,520
Investments in associates 14 5,416 5,072
Available for sale investments 22 30
Derivative nancial instruments 23 732 732
Trade and other receivables 16 144 136
Deferred tax assets 20 71 117
Loan participation deposit 17 100 100
50,588 50,998
Current assets
Inventories 15 1,175 1,248
Trade and other receivables 16 2,067 2,204
Current tax assets 159 629
Available for sale investments 1
Cash and cash equivalents 17 2,171 745
5,683 4,851
Assets of disposal group classied as held for sale 18a 23 79
5,706 4,930
Total assets 56,294 55,928
Liabilities
Current liabilities
Derivative nancial instruments 23 (34) (40)
Borrowings 21 (2,469) (1,062)
Trade and other payables 19 (4,004) (4,127)
Current tax liabilities (1,460) (1,323)
Provisions 24 (558) (704)
(8,525) (7,256)
Liabilities of disposal group classied as held for sale 18b (1) (7)
(8,526) (7,263)
Non-current liabilities
Derivative nancial instruments 23 (52) (69)
Borrowings 21 (16,079) (18,164)
Trade and other payables 19 (132) (112)
Deferred tax liabilities 20 (3,507) (3,719)
Provisions 24 (538) (569)
(20,308) (22,633)
Total liabilities (28,834) (29,896)
Net assets 27,460 26,032
Equity
Share capital 25 167 166
Share premium 6,581 6,480
Merger relief reserve 4,586 4,586
Other reserves 26b 1,328 1,978
Retained earnings 26a 13,710 11,863
Total shareholders equity 26,372 25,073
Non-controlling interests 1,088 959
Total equity 27,460 26,032
1
As restated (see note 28).
The balance sheet of SABMiller plc is shown on page 167.
The nancial statements were authorised for issue by the board of directors on 5 June 2013 and were signed on its behalf by:
Alan Clark Jamie Wilson
Chief Executive Chief Financial Ofcer
Consolidated balance sheet
at 31 March
Consolidated cash ow statement
Notes
2013
US$m
2012
US$m
Cash ows from operating activities
Cash generated from operations 27a 5,554 5,237
Interest received 468 516
Interest paid (1,238) (923)
Tax paid (683) (893)
Net cash generated from operating activities 27b 4,101 3,937
Cash ows from investing activities
Purchase of property, plant and equipment (1,335) (1,473)
Proceeds from sale of property, plant and equipment 30 116
Purchase of intangible assets (144) (166)
Proceeds from sale of intangible assets 4
Purchase of available for sale investments (1)
Proceeds from disposal of available for sale investments 5 2
Proceeds from disposal of associates 21 205
Proceeds from disposal of businesses (net of cash disposed) 57 (23)
Acquisition of businesses (net of cash acquired) (6) (10,951)
Investments in joint ventures (272) (288)
Investments in associates (23) (52)
Repayment of investments by associates 14
Dividends received from joint ventures 13 886 896
Dividends received from associates 113 120
Dividends received from other investments 1 1
Net cash used in investing activities (663) (11,600)
Cash ows from nancing activities
Proceeds from the issue of shares 25 102 96
Proceeds from the issue of shares in subsidiaries to non-controlling interests 36 107
Purchase of own shares for share trusts 26a (53) (52)
Purchase of shares from non-controlling interests (27)
Proceeds from borrowings 2,318 19,000
Repayment of borrowings (2,878) (10,139)
Proceeds from associate in relation to loan participation deposit 17 100
Capital element of nance lease payments (6) (5)
Net cash payments on derivative nancial instruments (5) (52)
Dividends paid to shareholders of the parent 9 (1,517) (1,324)
Dividends paid to non-controlling interests (131) (109)
Net cash (used in)/generated from nancing activities (2,034) 7,495
Net cash inow/(outow) from operating, investing and nancing activities 1,404 (168)
Effects of exchange rate changes (51) (39)
Net increase/(decrease) in cash and cash equivalents 1,353 (207)
Cash and cash equivalents at 1 April 606 813
Cash and cash equivalents at 31 March 27c 1,959 606

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Consolidated statement of changes in equity
Notes
Called up
share
capital
US$m
Share
premium
account
US$m
Merger
relief
reserve
US$m
Other
reserves
US$m
Retained
earnings
US$m
Total
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equity
US$m
Non-
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interests
US$m
Total
equity
US$m
At 1 April 2011 166 6,384 4,586 1,881 8,991 22,008 751 22,759
Total comprehensive income 97 4,102 4,199 255 4,454
Prot for the year 4,221 4,221 256 4,477
Other comprehensive income/(loss) 97 (119) (22) (1) (23)
Dividends paid 9 (1,324) (1,324) (159) (1,483)
Issue of SABMiller plc ordinary shares 25 96 96 96
Proceeds from the issue of shares in
subsidiaries to non-controlling interests 107 107
Non-controlling interests disposed of via
business disposal (64) (64)
Arising on business combinations 84 84
Dilution of non-controlling interests
as a result of business combinations 26a (5) (5) 5
Payment for purchase of own shares
for share trusts 26a (52) (52) (52)
Buyout of non-controlling interests 26a (7) (7) (20) (27)
Credit entry relating to share-based
payments 26a 158 158 158
At 31 March 2012
1
166 6,480 4,586 1,978 11,863 25,073 959 26,032
Total comprehensive income (650) 3,228 2,578 233 2,811
Prot for the year 3,274 3,274 237 3,511
Other comprehensive loss (650) (46) (696) (4) (700)
Dividends paid 9 (1,517) (1,517) (128) (1,645)
Issue of SABMiller plc ordinary shares 25 1 101 102 102
Proceeds from the issue of shares in
subsidiaries to non-controlling interests 36 36
Non-controlling interests disposed of via
business disposal (13) (13)
Arising on business combinations 1 1
Payment for purchase of own shares
for share trusts 26a (53) (53) (53)
Credit entry relating to share-based
payments 26a 189 189 189
At 31 March 2013 167 6,581 4,586 1,328 13,710 26,372 1,088 27,460
1
Merger relief reserve
Merger relief reserve comprises US$3,395 million in respect of the excess of value attributed to the shares issued as consideration for Miller
Brewing Company over the nominal value of those shares and US$1,191 million relating to the merger relief arising on the issue of SABMiller plc
ordinary shares for the buyout of non-controlling interests in the groups Polish business.
1. Accounting policies
The principal accounting policies adopted in the preparation of
thegroups nancial statements are set out below. These policies
have been consistently applied to all the years presented, unless
otherwise stated.
a) Basis of preparation
The consolidated nancial statements of SABMiller plc have been
prepared in accordance with International Financial Reporting
Standards as adopted by the European Union (IFRSs as adopted
bythe EU), and the Companies Act 2006 applicable to companies
reporting under IFRS.
The nancial statements are prepared under the historical cost
convention, except for the revaluation to fair value of certain nancial
assets and liabilities, and post-retirement assets and liabilities as
described in the accounting policies below. The accounts have
beenprepared on a going concern basis.
The preparation of nancial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the groups accounting policies. Actual results could differ
from those estimates.
b) Recent accounting developments
(i) New standards, amendments and interpretations of
existing standards adopted by the group
There were no standards, interpretations and amendments adopted
by the group since 1 April 2012 which had a signicant impact on the
groups consolidated results or nancial position.
(ii) New standards, amendments and interpretations of
existing standards that are not yet effective and have not
been early adopted by the group
The following standards, interpretations and amendments to existing
standards have been published and are mandatory for the groups
accounting periods beginning on or after 1 April 2013 or later periods,
but which have not been early adopted by the group.
The amendment to IAS 19 will be adopted by the group
retrospectively from 1 April 2013. Under the amended standard, the
interest charge on retirement benet liabilities and the expected return
on plan assets will be replaced by a net interest income or expense
on net dened benet assets or liabilities based on high quality
corporate bond rates. The group estimates the adoption of the
amended IAS 19 would have resulted in a reduction in prot for the
year ended 31 March 2013 of approximately US$20 million (after tax).
The change is not expected to have a material impact on the groups
net assets.
The following standards, interpretations and amendments to existing
standards mandatory for the groups accounting periods beginning
on or after 1 April 2013 are not expected to have a material impact
onthe consolidated results of operations or nancial position of
thegroup.
Amendment to IAS 1, Financial statement presentation, is effective
from 1 July 2012.
Amendment to IFRS 7, Financial instruments: Disclosures, is
effective from 1 January 2013.
IFRS 13, Fair Value Measurement, is effective from 1 January 2013.
Annual improvements to IFRS 2009-2011, are effective from
1January 2013.
The group has yet to assess the full impact of the following standards
and amendments to existing standards mandatory for the groups
accounting periods beginning on or after 1 April 2014 or later periods.
Amendment to IAS 32, Offsetting nancial instruments asset and
liability, is effective from 1 January 2014.
IAS 27 (revised), Separate Financial Statements, is effective from
1January 2014.
IAS 28 (revised), Associates and Joint Ventures, is effective from
1January 2014.
IFRS 9, Financial Instruments, is effective from 1 January 2015
1
.
IFRS 10, Consolidated Financial Statements, is effective from
1January 2014.
IFRS 11, Joint Arrangements, is effective from 1 January 2014.
IFRS 12, Disclosures of Interests in Other Entities is effective from
1 January 2014.
1
Not yet endorsed by the EU.
c) Signicant judgements and estimates
In determining and applying accounting policies, judgement is
oftenrequired where the choice of specic policy, assumption or
accounting estimate to be followed could materially affect the
reported results or net position of the group, should it later be
determined that a different choice be more appropriate.
Management considers the following to be areas of signicant
judgement and estimation for the group due to greater complexity
and/or particularly subject to the exercise of judgement:
(i) Impairment reviews
Goodwill arising on business combinations is allocated to the relevant
cash generating unit (CGU). Impairment reviews in respect of the
relevant CGUs are performed at least annually or more regularly if
events indicate that this is necessary. Impairment reviews are based
on future cash ows discounted using the weighted average cost of
capital for the relevant country with terminal values calculated
applying a long-term growth rate. The future cash ows which are
based on business forecasts, the long-term growth rates and the
discount rates used are dependent on management estimates and
judgements. Future events could cause the assumptions used in
these impairment reviews to change with a consequent adverse
impact on the results and net position of the group. Details of the
estimates used in the impairment reviews for the year are set out
innote 10.
(ii) Taxation
The group operates in many countries and is subject to taxes
innumerous jurisdictions. Signicant judgement is required in
determining the provision for taxes as the tax treatment is often by
itsnature complex, and cannot be nally determined until a formal
resolution has been reached with the relevant tax authority which may
take several years to conclude. Amounts provided are accrued based
on managements interpretation of country specic tax laws and the
likelihood of settlement. Actual liabilities could differ from the amount
provided which could have a consequent adverse impact on the
results and net position of the group.
(iii) Pension and post-retirement benets
Pension accounting requires certain assumptions to be made in order
to value the groups pension and post-retirement obligations in the
balance sheet and to determine the amounts to be recognised in the
income statement and in other comprehensive income in accordance
with IAS 19. The calculations of these obligations and charges are
based on assumptions determined by management which include
discount rates, salary and pension ination, healthcare cost ination,
mortality rates and expected long-term rates of return on assets.
Details of the assumptions used are set out in note 31. The selection
of different assumptions could affect the net position of the group and
future results.
Notes to the consolidated nancial statements
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1. Accounting policies continued
(iv) Property, plant and equipment
The determination of the useful economic life and residual values of
property, plant and equipment is subject to management estimation.
The group regularly reviews all of its depreciation rates and residual
values to take account of any changes in circumstances, and any
changes that could affect prospective depreciation charges and
assetcarrying values.
(v) Business combinations
On the acquisition of a company or business, a determination of
thefair value of the assets acquired and liabilities assumed, and the
useful life of intangible assets and property, plant and equipment
acquired is performed, which requires the application of management
judgement. Future events could cause the assumptions used by the
group to change which could have a signicant impact on the results
and net position of the group.
(vi) Exceptional items
Exceptional items are expense or income items recorded in a period
which have been determined by management as being material by
their size or incidence and are presented separately within the results
of the group. The determination of which items are disclosed as
exceptional items will affect the presentation of prot measures
including EBITA and adjusted earnings per share, and requires a
degree of judgement. Details relating to exceptional items reported
during the year are set out in note 4.
d) Segmental reporting
Operating segments reect the management structure of the group
and the way performance is evaluated and resources allocated based
on group revenue and EBITA by the groups chief operating decision
maker, dened as the executive directors. The group is focused
geographically, and while not meeting the denition of reportable
segments, the group reports separately as segments South Africa:
Hotels and Gaming and Corporate as this provides useful additional
information.
e) Basis of consolidation
SABMiller plc (the company) is a public limited company incorporated
in Great Britain and registered in England and Wales. The
consolidated nancial statements include the nancial information
ofthe subsidiary, associate and joint venture entities owned by
thecompany.
(i) Subsidiaries
Subsidiaries are entities controlled by the company, where control is
the power directly or indirectly to govern the nancial and operating
policies of the entity so as to obtain benet from its activities,
regardless of whether this power is actually exercised. Where the
companys interest in subsidiaries is less than 100%, the share
attributable to outside shareholders is reected in non-controlling
interests. Subsidiaries are included in the nancial statements from
the date control commences until the date control ceases.
Control is presumed to exist when the group owns, directly or
indirectly through subsidiaries, more than half of the voting power
ofan entity unless, in exceptional circumstances, it can be clearly
demonstrated that such ownership does not constitute control.
Control also exists where the group has the ability to direct or
dominate decision-making in an entity, regardless of whether
thispower is actually exercised.
On the subsequent disposal or termination of a business, the results
of the business are included in the groups results up to the effective
date of disposal. The prot or loss on disposal or termination is
calculated after charging the amount of any related goodwill to the
extent that it has not previously been taken to the income statement.
Intra-group balances, and any unrealised gains and losses or income
and expenses arising from intra-group transactions, are eliminated in
preparing the consolidated nancial statements. Unrealised losses are
eliminated unless the transaction provides evidence of an impairment
of the asset transferred.
Some of the companys subsidiaries have a local statutory balance
sheet date of 31 December. These are consolidated using
management prepared information on a basis coterminous with
thecompanys balance sheet date.
(ii) Associates
Associates are entities in which the group has a long-term interest
and over which the group has directly or indirectly signicant
inuence, where signicant inuence is the ability to inuence
thenancial and operating policies of the entity.
The associate, Distell Group Ltd, has a statutory balance sheet date
of 30 June. In respect of each year ending 31 March, this company
isincluded based on nancial statements drawn up to the previous
31December, but taking into account any changes in the subsequent
period from 1 January to 31 March that would materially affect the
results. All other associates are included on a coterminous basis.
(iii) Joint ventures
Joint ventures are contractual arrangements which the group has
entered into with one or more parties to undertake an economic
activity that is subject to joint control. Joint control is the contractually
agreed sharing of control over an economic activity, and exists only
when the strategic, nancial and operating decisions relating to the
activity require the unanimous consent of the parties sharing the
control.
The groups share of the recognised income and expenses of
associates and joint ventures are accounted for using the equity
method from the date signicant inuence or joint control commences
to the date it ceases based on present ownership interests.
The group recognises its share of associates and joint ventures
post-tax results as a one line entry before prot before taxation in
theincome statement and its share of associates and joint ventures
equity movements as a one line entry under other comprehensive
income in the statement of comprehensive income.
When the groups interest in an associate or joint venture has been
reduced to nil because the groups share of losses exceeds its
interest in the associate or joint venture, the group only provides for
additional losses to the extent that it has incurred legal or constructive
obligations to fund such losses, or make payments on behalf of the
associate or joint venture. Where the investment in an associate or
joint venture is disposed, the investment ceases to be equity accounted.
(iv) Transactions with non-controlling interests
Transactions with non-controlling interests are treated as transactions
with equity owners of the group. For purchases from non-controlling
interests, the difference between any consideration paid and the
relevant share acquired of the carrying value of net assets of the
subsidiary is recorded in equity. Gains or losses on disposals to
non-controlling interests are also recorded in equity where there is
noloss of control.
(v) Reduction in interests
When the group ceases to have control, joint control or signicant
inuence, any retained interest in the entity is remeasured to its fair
value, with the change in carrying amount recognised in prot or loss.
The fair value is the initial carrying amount for the purposes of
subsequently accounting for the retained interest as an associate,
joint venture or nancial asset. In addition, certain amounts previously
recognised in other comprehensive income in respect of that entity
are accounted for as if the group had directly disposed of the related
assets or liabilities. This may mean that certain amounts previously
recognised in other comprehensive income are reclassied to prot
orloss.
If the ownership interest in an associate is reduced but signicant
inuence is retained, or if the ownership interest in a joint venture is
reduced but joint control is retained, only the proportionate share of
the carrying amount of the investment and of the amounts previously
recognised in other comprehensive income are reclassied to prot
orloss where appropriate.
f) Foreign exchange
(i) Foreign exchange translation
Items included in the nancial statements of each of the groups
entities are measured using the currency of the primary economic
environment in which the entity operates (the functional currency).
The consolidated nancial statements are presented in US dollars
which is the groups presentational currency. The key exchange
ratesto the US dollar used in preparing the consolidated nancial
statements were as follows:
Year ended
31 March 2013
Year ended
31 March 2012
Average rate
Australian dollar (AUD) 0.97 0.95
South African rand (ZAR) 8.51 7.48
Colombian peso (COP) 1,796 1,831
Euro () 0.78 0.72
Czech koruna (CZK) 19.65 17.65
Peruvian nuevo sol (PEN) 2.61 2.73
Polish zloty (PLN) 3.26 2.99
Turkish lira (TRY) 1.80 1.73
Closing rate
Australian dollar (AUD) 0.96 0.97
South African rand (ZAR) 9.24 7.67
Colombian peso (COP) 1,832 1,792
Euro () 0.78 0.75
Czech koruna (CZK) 20.07 18.52
Peruvian nuevo sol (PEN) 2.59 2.67
Polish zloty (PLN) 3.26 3.13
Turkish lira (TRY) 1.81 1.78
The average exchange rates have been calculated based on the
average of the exchange rates during the relevant year which have
been weighted according to the phasing of revenue of the groups
businesses.
(ii) Transactions and balances
The nancial statements for each group company have been
prepared on the basis that transactions in foreign currencies are
recorded in their functional currency at the rate of exchange ruling at
the date of the transaction. Monetary items denominated in foreign
currencies are retranslated at the rate of exchange ruling at the
balance sheet date with the resultant translation differences being
included in operating prot in the income statement other than those
arising on nancial assets and liabilities which are recorded within net
nance costs and those which are deferred in equity as qualifying
cash ow hedges and qualifying net investment hedges. Translation
differences on non-monetary assets such as equity investments
classied as available for sale assets are included in other
comprehensive income.
(iii) Overseas subsidiaries, associates and joint ventures
One-off items in the income and cash ow statements of overseas
subsidiaries, associates and joint ventures expressed in currencies
other than the US dollar are translated to US dollars at the rates of
exchange prevailing on the day of the transaction. All other items are
translated at weighted average rates of exchange for the relevant
reporting period. Assets and liabilities of these undertakings are
translated at closing rates of exchange at each balance sheet date.
Alltranslation exchange differences arising on the retranslation of
opening net assets together with differences between income
statements translated at average and closing rates are recognised
asa separate component of equity. For these purposes net assets
include loans between group companies that form part of the net
investment, for which settlement is neither planned nor likely to occur
in the foreseeable future. When a foreign operation is disposed of, any
related exchange differences in equity are reclassied to the income
statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a
foreign entity are treated as assets and liabilities of the foreign entity
and translated at the closing rate.
(iv) Hyperinationary economies
In hyperinationary economies, when translating the results of
operations into US dollars, adjustments are made to local currency
denominated non-monetary assets, liabilities, income statement and
equity accounts to reect the changes in purchasing power. South
Sudan is considered to be a hyperinationary economy in the year
ended 31 March 2013. The effect of ination accounting in South
Sudan for the year ended 31 March 2013 was not material.
g) Business combinations
(i) Subsidiaries
The acquisition method is used to account for business
combinations. The identiable net assets (including intangibles) are
incorporated into the nancial statements on the basis of their fair
value from the effective date of control, and the results of subsidiary
undertakings acquired during the nancial year are included in the
groups results from that date.
On the acquisition of a company or business, fair values reecting
conditions at the date of acquisition are attributed to the identiable
assets (including intangibles), liabilities and contingent liabilities
acquired. Fair values of these assets and liabilities are determined
byreference to market values, where available, or by reference to the
current price at which similar assets could be acquired or similar
obligations entered into, or by discounting expected future cash ows
to present value, using either market rates or the risk-free rates and
risk-adjusted expected future cash ows.
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continued
The consideration transferred is measured as the fair value of the
assets given, equity instruments issued and liabilities incurred or
assumed at the date of the acquisition, and also includes the groups
estimate of the fair value of any deferred consideration payable.
Acquisition-related costs are expensed as incurred. Where the
business combination is achieved in stages and results in a change in
control, the acquisition date fair value of the acquirers previously held
equity interest in the acquiree is remeasured to fair value at the
acquisition date through prot or loss. Where the business
combination agreement provides for an adjustment to the cost that
iscontingent on future events, the consideration transferred includes
the fair value of any asset or liability resulting from a contingent
consideration arrangement. On an acquisition by acquisition basis,
the group recognises any non-controlling interest in the acquiree
either at fair value or at the non-controlling interests proportionate
share of the acquirees net assets.
(ii) Associates and joint ventures
On acquisition the investment in associates and joint ventures is
recorded initially at cost. Subsequently the carrying amount is
increased or decreased to recognise the groups share of the
associates and joint ventures income and expenses after the
dateofacquisition.
Fair values reecting conditions at the date of acquisition are
attributed to the groups share of identiable assets (including
intangibles), liabilities and contingent liabilities acquired. The
consideration transferred is measured as the fair value of the assets
given, equity instruments issued and liabilities incurred or assumed
atthe date of the acquisition, and also includes the groups estimate
of the fair value of any deferred consideration payable.
The date signicant inuence or joint control commences is not
necessarily the same as the closing date or any other date named
inthe contract.
(iii) Goodwill
Goodwill arising on consolidation represents the excess of the
consideration transferred, the amount of any non-controlling interest
in the acquiree and the acquisition-date fair value of any previous
equity interest in the acquiree over the fair value of the identiable
assets (including intangibles), liabilities and contingent liabilities of the
acquired entity at the date of acquisition. Where the fair value of the
groups share of identiable net assets acquired exceeds the fair value
of the consideration, the difference is recognised immediately in the
income statement.
Goodwill is stated at cost less impairment losses and is reviewed
forimpairment on an annual basis. Any impairment identied is
recognised immediately in the income statement and is not reversed.
The carrying amount of goodwill in respect of associates and joint
ventures is included in the carrying value of the investment in the
associate or joint venture.
h) Intangible assets
Intangible assets are stated at cost less accumulated amortisation
ona straight-line basis (if applicable) and impairment losses. Cost is
usually determined as the amount paid by the group, unless the asset
has been acquired as part of a business combination. Intangible
assets acquired as part of a business combination are recognised
attheir fair value at the date of acquisition. Amortisation is included
within net operating expenses in the income statement. Internally
generated intangibles are not recognised except for computer
software and applied development costs referred to under computer
software and research and development below.
Intangible assets with nite lives are amortised over their estimated
useful economic lives, and only tested for impairment where there
isatriggering event. The group regularly reviews all of its amortisation
rates and residual values to take account of any changes in
circumstances. The directors assessment of the useful life of
intangible assets is based on the nature of the asset acquired, the
durability of the products to which the asset attaches and the
expected future impact of competition on the business.
(i) Brands
Brands are recognised as an intangible asset where the brand has
along-term value. Acquired brands are only recognised where title
isclear or the brand could be sold separately from the rest of the
business and the earnings attributable to it are separately identiable.
Acquired brands are amortised. In respect of brands currently held
the amortisation period is 10 to 40 years, being the period for which
the group has exclusive rights to those brands, up to a maximum of
40 years.
(ii) Contract brewing and other licences recognised as part
ofa business combination
Contractual arrangements for contract brewing and competitor
licensing arrangements are recognised as an intangible asset at
afairvalue representing the remaining contractual period with an
assumption about the expectation that such a contract will be
renewed, together with a valuation of this extension.
Acquired licences or contracts are amortised. In respect of licences
or contracts currently held, the amortisation period is the period for
which the group has exclusive rights to these assets or income
streams.
(iii) Customer lists and distributor relationships recognised
aspart of a business combination
The fair value of businesses acquired may include customer lists and
distributor relationships. These are recognised as intangible assets
and are calculated by discounting the future revenue stream
attributable to these lists or relationships.
Acquired customer lists or distributor relationships are amortised.
Inrespect of contracts currently held, the amortisation period is the
period for which the group has the benet of these assets.
(iv) Computer software
Where computer software is not an integral part of a related item
ofproperty, plant and equipment, the software is capitalised as an
intangible asset.
Acquired computer software licences are capitalised on the basis
ofthe costs incurred to acquire and bring them to use. Direct costs
associated with the production of identiable and unique internally
generated software products controlled by the group that will
probably generate economic benets exceeding costs beyond one
year are capitalised. Direct costs include software development
employment costs (including those of contractors used), capitalised
interest and an appropriate portion of overheads. Capitalised
computer software, licence and development costs are amortised
over their useful economic lives of between three and eight years.
Internally generated costs associated with maintaining computer
software programmes are expensed as incurred.
(v) Research and development
Research and general development expenditure is written off in the
period in which it is incurred.
Certain applied development costs are only capitalised as internally
generated intangible assets where there is a clearly dened project,
separately identiable expenditure, an outcome assessed with
reasonable certainty (in terms of feasibility and commerciality),
expected revenues exceed expected costs and the group has the
resources to complete the task. Such assets are amortised on a
straight-line basis over their useful lives once the project is complete.
i) Property, plant and equipment
Property, plant and equipment are stated at cost net of accumulated
depreciation and any impairment losses.
Cost includes expenditure that is directly attributable to the
acquisition of the assets. Subsequent costs are included in the
assets carrying value or recognised as a separate asset as
appropriate, only when it is probable that future economic benets
associated with the specic asset will ow to the group and the cost
can be measured reliably. Repairs and maintenance costs are
charged to the income statement during the nancial period in
whichthey are incurred.
(i) Assets in the course of construction
Assets in the course of construction are carried at cost less any
impairment loss. Cost includes professional fees and for qualifying
assets certain borrowing costs as determined below. When these
assets are ready for their intended use, they are transferred into the
appropriate category. At this point, depreciation commences on the
same basis as on other property, plant and equipment.
(ii) Assets held under nance leases
Assets held under nance leases which result in the group bearing
substantially all the risks and rewards incidental to ownership are
capitalised as property, plant and equipment. Finance lease assets
are initially recognised at an amount equal to the lower of their fair
value and the present value of the minimum lease payments at
inception of the lease, then depreciated over the lower of the lease
term or their useful lives. The capital element of future obligations
under the leases is included as a liability in the balance sheet
classied, as appropriate, as a current or non-current liability. The
interest element of the lease obligations is charged to the income
statement over the period of the lease term to reect a constant
rateof interest on the remaining balance of the obligation for each
nancial period.
(iii) Returnable containers
Returnable containers in circulation are recorded within property,
plant and equipment at cost net of accumulated depreciation less
anyimpairment loss.
Depreciation of returnable bottles and containers is recorded to write
the containers off over the course of their economic life. This is
typically undertaken in a two stage process:
The excess over deposit value is written down over a period of
1to10 years.
Provisions are made against the deposit values for breakages and
losses in trade together with a design obsolescence provision held
to write off the deposit value over the expected container design
period which is a period of no more than 14 years from the
inception of a container design. This period is shortened where
appropriate by reference to market dynamics and the ability of the
entity to use containers for different brands.
(iv) Depreciation
No depreciation is provided on freehold land or assets in the course
of construction. In respect of all other property, plant and equipment,
depreciation is provided on a straight-line basis at rates calculated to
write off the cost, less the estimated residual value, of each asset over
its expected useful life as follows:
Freehold buildings 20 50 years
Leasehold buildings Shorter of the lease term
or50years
Plant, vehicles and systems 2 30 years
Returnable containers
(non-returnable containers
are recorded as inventory) 1 14 years
Assets held under nance leases Lower of the lease term or
lifeofthe asset
The group regularly reviews all of its depreciation rates and residual
values to take account of any changes in circumstances. When
setting useful economic lives, the principal factors the group takes
into account are the expected rate of technological developments,
expected market requirements for the equipment and the intensity
atwhich the assets are expected to be used.
The prot or loss on the disposal of an asset is the difference
between the disposal proceeds and the net book amount.
(v) Capitalisation of borrowing costs
Financing costs incurred, before tax, on major capital projects during
the period of development or construction that necessarily take a
substantial period of time to be developed for their intended use,
arecapitalised up to the time of completion of the project.
j) Advance payments made to customers (principally hotels,
restaurants, bars and clubs)
Advance payments made to customers are conditional on the
achievement of contracted sales targets or marketing commitments.
The group records such payments as prepayments initially at fair
value and amortises them in the income statement over the relevant
period to which the customer commitment is made (typically three to
ve years). These prepayments are recorded net of any impairment
losses.
Where there is a volume target the amortisation of the advance is
included in sales discounts as a reduction to revenue and where there
are specic marketing activities/commitments the amortisation is
included as an operating expense. The amounts capitalised are
reassessed annually for achievement of targets and are impaired
where there is objective evidence that the targets will not be achieved.
Assets held at customer premises are included within property, plant
and equipment and are depreciated in line with group policies on
similar assets.
k) Inventories
Inventories are stated at the lower of cost incurred in bringing each
product to its present location and condition, and net realisable value,
as follows:
Raw materials, consumables and goods for resale: Purchase cost
net of discounts and rebates on a rst-in rst-out basis (FIFO).
Finished goods and work in progress: Raw material cost plus direct
costs and a proportion of manufacturing overhead expenses on a
FIFO basis.
Net realisable value is based on estimated selling price less further
costs expected to be incurred to completion and disposal. Costs of
inventories include the transfer from equity of any gains or losses on
matured qualifying cash ow hedges of purchases of raw materials.
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l) Financial assets and nancial liabilities
Financial assets and nancial liabilities are initially recorded at fair
value (plus any directly attributable transaction costs, except in the
case of those classied at fair value through prot or loss). For those
nancial instruments that are not subsequently held at fair value, the
group assesses whether there is any objective evidence of
impairment at each balance sheet date.
Financial assets are recognised when the group has rights or other
access to economic benets. Such assets consist of cash, equity
instruments, a contractual right to receive cash or another nancial
asset, or a contractual right to exchange nancial instruments with
another entity on potentially favourable terms. Financial assets are
derecognised when the right to receive cash ows from the asset
have expired or have been transferred and the group has transferred
substantially all risks and rewards of ownership.
Financial liabilities are recognised when there is an obligation to
transfer benets and that obligation is a contractual liability to deliver
cash or another nancial asset or to exchange nancial instruments
with another entity on potentially unfavourable terms. Financial
liabilities are derecognised when they are extinguished, that is
discharged, cancelled or expired.
If a legally enforceable right exists to set off recognised amounts of
nancial assets and liabilities, which are in determinable monetary
amounts, and there is the intention to settle net, the relevant nancial
assets and liabilities are offset.
Interest costs are charged to the income statement in the year in
which they accrue. Premiums or discounts arising from the difference
between the net proceeds of nancial instruments purchased or
issued and the amounts receivable or repayable at maturity are
included in the effective interest calculation and taken to net nance
costs over the life of the instrument.
There are four categories of nancial assets and nancial liabilities.
These are described as follows:
(i) Financial assets and nancial liabilities at fair value
through prot or loss
Financial assets and nancial liabilities at fair value through prot or
loss include derivative assets and derivative liabilities not designated
as effective hedging instruments.
All gains or losses arising from changes in the fair value of nancial
assets or nancial liabilities within this category are recognised in
theincome statement.
a. Derivative nancial assets and nancial liabilities
Derivative nancial assets and nancial liabilities are nancial
instruments whose value changes in response to an underlying
variable, require little or no initial investment and are settled in
thefuture.
These include derivatives embedded in host contracts. Such
embedded derivatives need not be accounted for separately if
thehost contract is already fair valued; if it is not considered as a
derivative if it was freestanding; or if it can be demonstrated that
itisclosely related to the host contract. There are certain currency
exemptions which the group has applied to these rules which limit the
need to account for certain potential embedded foreign exchange
derivatives. These are: if a contract is denominated in the functional
currency of either party; where that currency is commonly used in
international trade of the good traded; or if it is commonly used for
local transactions in an economic environment.
Derivative nancial assets and liabilities are analysed between current
and non-current assets and liabilities on the face of the balance
sheet, depending on when they are expected to mature.
For derivatives that have not been designated to a hedging
relationship, all fair value movements are recognised immediately in
the income statement. (See note x for the groups accounting policy
on hedge accounting).
(ii) Loans and receivables
Loans and receivables are non-derivative nancial assets with xed or
determinable payments that are not quoted on an active market. They
arise when the group provides money, goods or services directly to a
debtor with no intention of trading the receivable. They are included in
current assets, except for maturities of greater than 12 months after
the balance sheet date which are classied as non-current assets.
Loans and receivables are initially recognised at fair value including
originating fees and transaction costs, and subsequently measured
atamortised cost using the effective interest method less provision
for impairment. Loans and receivables include trade receivables,
amounts owed by associates, amounts owed by joint ventures
trade, accrued income and cash and cash equivalents.
a. Trade receivables
Trade receivables are initially recognised at fair value and
subsequently measured at amortised cost less provision
forimpairment.
A provision for impairment of trade receivables is established when
there is objective evidence that the group will not be able to collect all
amounts due according to the terms of the receivables. The amount
of the provision is the difference between the assets carrying value
and the present value of the estimated future cash ows discounted
at the original effective interest rate. This provision is recognised in the
income statement.
b. Cash and cash equivalents
In the consolidated balance sheet, cash and cash equivalents
includes cash in hand, bank deposits repayable on demand and other
short-term highly liquid investments with original maturities of three
months or less. In the consolidated cash ow statement, cash and
cash equivalents also includes bank overdrafts which are shown
within borrowings in current liabilities on the balance sheet.
(iii) Available for sale investments
Available for sale investments are non-derivative nancial assets that
are either designated in this category or not classied as nancial
assets at fair value through prot or loss, or loans and receivables.
Investments in this category are included in non-current assets unless
management intends to dispose of the investment within 12 months
of the balance sheet date. They are initially recognised at fair value
plus transaction costs and are subsequently remeasured at fair value
and tested for impairment. Gains and losses arising from changes in
fair value including any related foreign exchange movements are
recognised in other comprehensive income. On disposal or
impairment of available for sale investments, any gains or losses in
other comprehensive income are reclassied to the income statement.
Purchases and sales of investments are recognised on the date on
which the group commits to purchase or sell the asset. Investments
are derecognised when the rights to receive cash ows from the
investments have expired or have been transferred and the group has
transferred substantially all risks and rewards of ownership.
(iv) Financial liabilities held at amortised cost
Financial liabilities held at amortised cost include trade payables,
accruals, amounts owed to associates, amounts owed to joint
ventures trade, other payables and borrowings.
a. Trade payables
Trade payables are initially recognised at fair value and subsequently
measured at amortised cost using the effective interest method.
Trade payables are analysed between current and non-current
liabilities on the face of the balance sheet, depending on when the
obligation to settle will be realised.
b. Borrowings
Borrowings are recognised initially at fair value, net of transaction
costs and are subsequently stated at amortised cost and include
accrued interest and prepaid interest. Borrowings are classied as
current liabilities unless the group has an unconditional right to defer
settlement of the liability for at least 12 months from the balance sheet
date. Borrowings classied as hedged items are subject to hedge
accounting requirements (see note x). Bank overdrafts are shown
within borrowings in current liabilities and are included within cash
and cash equivalents on the face of the cash ow statement as they
form an integral part of the groups cash management.
m) Impairment
This policy covers all assets except inventories (see note k), nancial
assets (see note l), non-current assets classied as held for sale (see
note n), and deferred tax assets (see note u).
Impairment reviews are performed by comparing the carrying value
ofthe non-current asset to its recoverable amount, being the higher
of the fair value less costs to sell and value in use. The fair value less
costs to sell is considered to be the amount that could be obtained
on disposal of the asset. Value in use is determined by discounting
the future post-tax cash ows generated from continuing use of the
cash generating unit (CGU) using a post-tax discount rate, as this
closely approximates to applying pre-tax discount rates to pre-tax
cash ows. Where a potential impairment is identied using post-tax
cash ows and post-tax discount rates, the impairment review is
reperformed on a pre-tax basis in order to determine the impairment
loss to be recorded.
Where the asset does not generate cash ows that are independent
from the cash ows of other assets, the group estimates the
recoverable amount of the CGU to which the asset belongs. For the
purpose of conducting impairment reviews, CGUs are considered to
be groups of assets that have separately identiable cash ows. They
also include those assets and liabilities directly involved in producing
the income and a suitable proportion of those used to produce more
than one income stream.
An impairment loss is held rstly against any specically impaired
assets. Where an impairment is recognised against a CGU, the
impairment is rst taken against goodwill balances and if there is a
remaining loss it is set against the remaining intangible and tangible
assets on a pro-rata basis.
Should circumstances or events change and give rise to a reversal of
a previous impairment loss, the reversal is recognised in the income
statement in the period in which it occurs and the carrying value of
the asset is increased. The increase in the carrying value of the asset
is restricted to the amount that it would have been had the original
impairment not occurred. Impairment losses in respect of goodwill
are irreversible.
Goodwill is tested annually for impairment. Assets subject to
amortisation are reviewed for impairment if circumstances or
eventschange to indicate that the carrying value may not be
fullyrecoverable.
n) Non-current assets (or disposal groups) held for sale
Non-current assets and all assets and liabilities classied as held for
sale are measured at the lower of carrying value and fair value less
costs to sell.
Such assets are classied as held for resale if their carrying amount
will be recovered through a sale transaction rather than through
continued use. This condition is regarded as met only when a sale is
highly probable, the asset or disposal group is available for immediate
sale in its present condition and when management is committed to
the sale which is expected to qualify for recognition as a completed
sale within one year from date of classication.
o) Provisions
Provisions are recognised when there is a present obligation, whether
legal or constructive, as a result of a past event for which it is
probable that a transfer of economic benets will be required to settle
the obligation and a reliable estimate can be made of the amount of
the obligation. Such provisions are calculated on a discounted basis
where the effect is material to the original undiscounted provision. The
carrying amount of the provision increases in each period to reect
the passage of time and the unwinding of the discount and the
movement is recognised in the income statement within net
nancecosts.
Restructuring provisions comprise lease termination penalties and
employee termination payments. Provisions are not recognised for
future operating losses. Provisions are recognised for onerous
contracts where the unavoidable cost exceeds the expected benet.
p) Share capital
Ordinary shares are classied as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity
as a deduction, net of tax, from the proceeds.
q) Investments in own shares (treasury and shares held by
employee benet trusts)
Shares held by employee share ownership plans, employee benet
trusts and in treasury are treated as a deduction from equity until the
shares are cancelled, reissued, or disposed.
Purchases of such shares are classied in the cash ow statement as
a purchase of own shares for share trusts or purchase of own shares
for treasury within net cash from nancing activities.
Where such shares are subsequently sold or reissued, any
consideration received, net of any directly attributable incremental
costs and related tax effects, is included in equity attributable to the
companys equity shareholders.
r) Revenue recognition
(i) Sale of goods and services
Revenue represents the fair value of consideration received or
receivable for goods and services provided to third parties and is
recognised when the risks and rewards of ownership are substantially
transferred.
The group presents revenue gross of excise duties because unlike
value added tax, excise is not directly related to the value of sales. It is
not generally recognised as a separate item on invoices, increases in
excise are not always directly passed on to customers, and the group
cannot reclaim the excise where customers do not pay for product
received. The group therefore considers excise as a cost to the group
and reects it as a production cost. Consequently, any excise that is
recovered in the sale price is included in revenue.
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Revenue excludes value added tax. It is stated net of price discounts,
promotional discounts, settlement discounts and after an appropriate
amount has been provided to cover the sales value of credit notes yet
to be issued that relate to the current and prior periods.
The same recognition criteria also apply to the sale of by-products
and waste (such as spent grain, malt dust and yeast) with the
exception that these are included within other income.
(ii) Interest income
Interest income is recognised on an accruals basis using the effective
interest method.
When a receivable is impaired the group reduces the carrying amount
to its recoverable amount by discounting the estimated future cash
ows at the original effective interest rate, and continuing to unwind
the discount as interest income.
(iii) Royalty income
Royalty income is recognised on an accruals basis in accordance
with the relevant agreements and is included in other income.
(iv) Dividend income
Dividend income is recognised when the right to receive payment is
established.
s) Operating leases
Rentals paid and incentives received on operating leases are charged
or credited to the income statement on a straight-line basis over the
lease term.
t) Exceptional items
Where certain expense or income items recorded in a period are
material by their size or incidence, the group reects such items as
exceptional items within a separate line on the income statement
except for those exceptional items that relate to associates, joint
ventures, net nance costs and tax. (Associates and joint ventures
net nance costs and tax exceptional items are only referred to in
thenotes to the consolidated nancial statements).
Exceptional items are also summarised in the segmental analyses,
excluding those that relate to net nance costs and tax.
The group presents alternative earnings per share calculations on a
headline and adjusted basis. The adjusted earnings per share gure
excludes the impact of amortisation of intangible assets (excluding
computer software), certain non-recurring items and post-tax
exceptional items in order to present an additional measure of
performance for the years shown in the consolidated nancial
statements. Headline earnings per share is calculated in accordance
with the South African Circular 3/2012 entitled Headline Earnings
which forms part of the listing requirements for the JSE Ltd (JSE).
u) Taxation
The tax expense for the period comprises current and deferred tax.
Tax is recognised in the income statement, except to the extent that it
relates to items recognised in other comprehensive income or directly
in equity, in which case it is recognised in other comprehensive
income or directly in equity, respectively.
Current tax expense is based on the results for the period as adjusted
for items that are not taxable or not deductible. The groups liability for
current taxation is calculated using tax rates and laws that have been
enacted or substantively enacted by the balance sheet date.
Deferred tax is provided in full using the liability method, in respect of
all temporary differences arising between the tax bases of assets and
liabilities and their carrying values in the consolidated nancial
statements, except where the temporary difference arises from
goodwill (in the case of deferred tax liabilities) or from the initial
recognition (other than a business combination) of other assets and
liabilities in a transaction that affects neither accounting nor taxable
prot.
Deferred tax liabilities are recognised where the carrying value of
anasset is greater than its tax base, or where the carrying value of
aliability is less than its tax base. Deferred tax is recognised in full
ontemporary differences arising from investment in subsidiaries,
associates and joint ventures, except where the timing of the reversal
of the temporary difference is controlled by the group and it is
probable that the temporary difference will not reverse in the
foreseeable future. This includes taxation in respect of the retained
earnings of overseas subsidiaries only to the extent that, at the
balance sheet date, dividends have been accrued as receivable or
abinding agreement to distribute past earnings in future periods has
been entered into by the subsidiary. Deferred income tax is also
recognised in respect of the unremitted retained earnings of overseas
associates and joint ventures as the group is not able to determine
when such earnings will be remitted and when such additional tax
such as withholding taxes might be payable.
A net deferred tax asset is regarded as recoverable and therefore
recognised only when, on the basis of all available evidence, it is
probable that future taxable prot will be available against which the
temporary differences (including carried forward tax losses) can be
utilised.
Deferred tax is measured at the tax rates expected to apply in the
periods in which the timing differences are expected to reverse based
on tax rates and laws that have been enacted or substantively
enacted at balance sheet date. Deferred tax is measured on a
non-discounted basis.
v) Dividend distributions
Dividend distributions to equity holders of the parent are recognised
as a liability in the groups nancial statements in the period in which
the dividends are approved by the companys shareholders. Interim
dividends are recognised when paid. Dividends declared after the
balance sheet date are not recognised, as there is no present
obligation at the balance sheet date.
w) Employee benets
(i) Wages and salaries
Wages and salaries for current employees are recognised in the
income statement as the employees services are rendered.
(ii) Vacation and long-term service awards costs
The group recognises a liability and an expense for accrued vacation
pay when such benets are earned and not when these benets
arepaid.
The group also recognises a liability and an expense for long-term
service awards where cash is paid to the employee at certain
milestone dates in a career with the group. Such accruals are
appropriately discounted to reect the future payment dates at
discount rates determined by reference to local high-quality
corporatebonds.
(iii) Prot-sharing and bonus plans
The group recognises a liability and an expense for bonuses and
prot-sharing, based on a formula that takes into consideration
theprot attributable to the companys shareholders after
certainadjustments.
The group recognises a provision where contractually obliged
orwhere there is a past practice that has created a constructive
obligation. At a mid-year point an accrual is maintained for the
appropriate proportion of the expected bonuses which would
become payable at the year end.
(iv) Share-based compensation
The group operates a variety of equity-settled share-based
compensation plans and a cash-settled share-based
compensationplan.
The equity-settled plans comprise share option plans (with and without
market performance conditions attached), performance share award
plans (with market conditions attached) and awards related to the
employee element of the Broad-Based Black Economic Empowerment
(BBBEE) scheme in South Africa. An expense is recognised to spread
the fair value of each award granted after 7November 2002 over the
vesting period on a straight-line basis, after allowing for an estimate
ofthe share awards that will eventually vest. A corresponding
adjustment is made to equity over the remaining vesting period.
Theestimate of the level of vesting is reviewed at least annually, with
any impact on the cumulative charge being recognised immediately.
In addition the group has granted an equity-settled share-based
payment to retailers in relation to the retailer element of the BBBEE
scheme. A one-off charge has been recognised based on the fair
value at the grant date with a corresponding adjustment to equity.
The charge will not be adjusted in the future.
The charges are based on the fair value of the awards as at the date
of grant, as calculated by various binomial model calculations and
Monte Carlo simulations.
The charges are not reversed if the options and awards are not
exercised because the market value of the shares is lower than
theoption price at the date of grant.
The proceeds received net of any directly attributable transaction
costs are credited to share capital (nominal value) and share premium
when the options are exercised.
For the cash-settled plan a liability is recognised at fair value in the
balance sheet over the vesting period with a corresponding charge
tothe income statement. The liability is remeasured at each reporting
date, on an actuarial basis using the analytic method, to reect the
revised fair value and to adjust for changes in assumptions such as
leavers. Changes in the fair value of the liability are recognised in the
income statement. Actual settlement of the liability will be at its
intrinsic value with the difference recognised in the income statement.
(v) Pension obligations
The group has both dened benet and dened contribution plans.
The liability recognised in the balance sheet in respect of dened
benet pension plans is the present value of the dened benet
obligation at the balance sheet date less the fair value of plan assets,
together with adjustments for unrecognised past service costs.
Thedened benet obligation is calculated annually by independent
actuaries using the projected unit credit method. The present value
ofthe dened benet obligation is determined by discounting the
estimated future cash outows using interest rates of high-quality
corporate bonds that are denominated in the currency in which the
benets will be paid, and that have terms to maturity approximating to
the terms of the related pension liability.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are recognised in full as they arise
outside of the income statement and are charged or credited to
equity in other comprehensive income in the period in which they
arise, with the exception of gains or losses arising from changes in
the benets regarding past services, which are recognised in the
income statement.
Past service costs are recognised immediately in the income
statement, unless the changes to the pension plan are conditional on
the employees remaining in service for a specied period of time (the
vesting period). In this case, the past service costs are amortised on
astraight-line basis over the vesting period.
The contributions to dened contribution plans are recognised as
anexpense as the costs become payable. The contributions are
recognised as employee benet expense when they are due. Prepaid
contributions are recognised as an asset to the extent that a cash
refund or a reduction in the future payments is available.
(vi) Other post-employment obligations
Some group companies provide post-retirement healthcare benets
to qualifying employees. The expected costs of these benets are
assessed in accordance with the advice of qualied actuaries and
contributions are made to the relevant funds over the expected
service lives of the employees entitled to those funds. Actuarial gains
and losses arising from experience adjustments, and changes in
actuarial assumptions are recognised in full as they arise outside the
income statement and are charged or credited to equity in other
comprehensive income in the period in which they arise. These
obligations are valued annually by independent qualied actuaries.
(vii) Termination benets
Termination benets are payable when employment is terminated
before the normal retirement date, or whenever an employee accepts
voluntary redundancy in exchange for these benets. The group
recognises termination benets when it is demonstrably committed
toterminating the employment of current employees according to a
detailed formal plan without possibility of withdrawal, or providing
termination benets as a result of an offer made to encourage
voluntary redundancy. Benets falling due more than 12 months
afterbalance sheet date are discounted to present value in a similar
manner to all long-term employee benets.
x) Derivative nancial instruments hedge accounting
Financial assets and nancial liabilities at fair value through prot
orloss include all derivative nancial instruments. The derivative
instruments used by the group, which are used solely for hedging
purposes (i.e. to offset foreign exchange, commodity price and
interest rate risks), comprise interest rate swaps, cross currency
swaps, forward foreign exchange contracts, commodity contracts
and other specic instruments as necessary under the approval of the
board. Such derivative instruments are used to alter the risk prole of
an existing underlying exposure of the group in line with the groups
risk management policies. The group also has derivatives embedded
in other contracts primarily cross border foreign currency supply
contracts for raw materials.
Derivatives are initially recorded at fair value on the date a derivative
contract is entered into and are subsequently remeasured at their fair
value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and
if so, the nature of the hedging relationship.

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In order to qualify for hedge accounting, the group is required to
document at inception, the relationship between the hedged item and
the hedging instrument as well as its risk management objectives and
strategy for undertaking hedging transactions. The group is also
required to document and demonstrate that the relationship between
the hedged item and the hedging instrument will be highly effective.
This effectiveness test is reperformed at each period end to ensure
that the hedge has remained and will continue to remain highly
effective.
The group designates certain derivatives as either: hedges of the fair
value of recognised assets or liabilities or a rm commitment (fair
value hedge); hedges of highly probable forecast transactions or
commitments (cash ow hedge); or hedges of net investments in
foreign operations (net investment hedge).
(i) Fair value hedges
Fair value hedges comprise derivative nancial instruments
designated in a hedging relationship to manage the groups interest
rate risk and foreign exchange risk to which the fair value of certain
assets and liabilities are exposed. Changes in the fair value of the
derivative offset the relevant changes in the fair value of the underlying
hedged item attributable to the hedged risk in the income statement
in the period incurred.
Gains or losses on fair value hedges that are regarded as highly
effective are recorded in the income statement together with the
gainor loss on the hedged item attributable to the hedged risk.
(ii) Cash ow hedges
Cash ow hedges comprise derivative nancial instruments
designated in a hedging relationship to manage currency and interest
rate risk to which the cash ows of certain liabilities are exposed.
Theeffective portion of changes in the fair value of the derivative that
is designated and qualies for hedge accounting is recognised in
other comprehensive income. The ineffective portion is recognised
immediately in the income statement. Amounts accumulated in equity
are reclassied to the income statement in the period in which the
hedged item affects prot or loss. However, where a forecasted
transaction results in a non-nancial asset or liability, the accumulated
fair value movements previously deferred in equity are included in the
initial cost of the asset or liability.
(iii) Hedges of net investments in foreign operations
Hedges of net investments in foreign operations comprise either
foreign currency borrowings or derivatives (typically forward
exchangecontracts and cross currency swaps) designated in a
hedging relationship.
Gains or losses on hedging instruments that are regarded as highly
effective are recognised in other comprehensive income. These
largely offset foreign currency gains or losses arising on the
translation of net investments that are recorded in equity, in the
foreign currency translation reserve. The ineffective portion of gains
orlosses on hedging instruments is recognised immediately in the
income statement. Amounts accumulated in equity are only
reclassied to the income statement upon disposal of the net
investment.
Where a derivative ceases to meet the criteria of being a hedging
instrument or the underlying exposure which it is hedging is sold,
matures or is extinguished, hedge accounting is discontinued and
amounts previously recorded in equity are reclassied to the income
statement. A similar treatment is applied where the hedge is of a
future transaction and that transaction is no longer likely to occur.
When the hedge is discontinued due to ineffectiveness, hedge
accounting is discontinued prospectively.
Certain derivative instruments, while providing effective economic
hedges under the groups policies, are not designated as hedges.
Changes in the fair value of any derivative instruments that do not
qualify or have not been designated as hedges are recognised
immediately in the income statement. The group does not hold
orissue derivative nancial instruments for speculative purposes.
y) Deposits by customers
Returnable containers in circulation are recorded within property,
plant and equipment and a corresponding liability is recorded in
respect of the obligation to repay the customers deposits. Deposits
paid by customers for branded returnable containers are reected in
the balance sheet within current liabilities. Any estimated liability that
may arise in respect of deposits for unbranded containers is shown
inprovisions.
z) Earnings per share
Basic earnings per share represents the prot on ordinary activities
after taxation attributable to the equity shareholders of the parent
entity, divided by the weighted average number of ordinary shares in
issue during the year, less the weighted average number of ordinary
shares held in the groups employee benet trusts and in treasury
during the year.
Diluted earnings per share represents the prot on ordinary activities
after taxation attributable to the equity shareholders of the parent,
divided by the weighted average number of ordinary shares in issue
during the year, less the weighted average number of ordinary shares
held in the groups employee benet trusts and in treasury during the
year, plus the weighted average number of dilutive shares resulting
from share options and other potential ordinary shares outstanding
during the year.
2. Segmental analysis
Operating segments reect the management structure of the group and the way performance is evaluated and resources allocated based
ongroup revenue and EBITA by the groups chief operating decision maker, dened as the executive directors. The group is focused
geographically and, while not meeting the denition of reportable segments, the group reports separately as segments South Africa:
Hotelsand Gaming and Corporate as this provides useful additional information.
The segmental information presented below includes the reconciliation of GAAP measures presented on the face of the income statement
tonon-GAAP measures which are used by management to analyse the groups performance.
Income statement
Group
revenue
2013
US$m
EBITA
2013
US$m
Group
revenue
2012
US$m
EBITA
2012
US$m
Latin America 7,821 2,112 7,158 1,865
Europe 5,767 784 5,482 836
North America 5,355 771 5,250 756
Africa 3,853 838 3,686 743
Asia Pacic 5,685 855 3,510 321
South Africa: 6,006 1,263 6,302 1,303
Beverages 5,540 1,129 5,815 1,168
Hotels and Gaming 466 134 487 135
Corporate (202) (190)
34,487 6,421 31,388 5,634
Amortisation of intangible assets (excluding computer software) group and share of associates
and joint ventures (483) (264)
Exceptional items in operating prot group and share of associates and joint ventures (205) 1,015
Net nance costs group and share of associates and joint ventures
(excluding exceptional items) (779) (570)
Share of associates and joint ventures taxation (164) (170)
Share of associates and joint ventures non-controlling interests (78) (42)
Group revenue (including associates and joint ventures)
With the exception of South Africa: Hotels and Gaming, all reportable segments derive their revenues from the sale of beverages. Revenues are
derived from a large number of customers which are internationally dispersed, with no customers being individually material.
Revenue
2013
US$m
Share of
associates
and joint
ventures
revenue
2013
US$m
Group
revenue
2013
US$m
Revenue
2012
US$m
Share of
associates
and joint
ventures
revenue
2012
US$m
Group
revenue
2012
US$m
Latin America 7,821 7,821 7,148 10 7,158
Europe 4,292 1,475 5,767 5,347 135 5,482
North America 141 5,214 5,355 134 5,116 5,250
Africa 2,267 1,586 3,853 2,299 1,387 3,686
Asia Pacic 3,797 1,888 5,685 1,682 1,828 3,510
South Africa: 4,895 1,111 6,006 5,150 1,152 6,302
Beverages 4,895 645 5,540 5,150 665 5,815
Hotels and Gaming 466 466 487 487
23,213 11,274 34,487 21,760 9,628 31,388
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2. Segmental analysis continued
Operating prot
The following table provides a reconciliation of operating prot to operating prot before exceptional items.
Operating
prot
2013
US$m
Exceptional
items
2013
US$m
Operating
prot before
exceptional
items
2013
US$m
Operating
prot
2012
US$m
Exceptional
items
2012
US$m
Operating
prot before
exceptional
items
2012
US$m
Latin America 1,920 63 1,983 1,617 119 1,736
Europe 588 64 652 1,939 (1,135) 804
North America 7 7
Africa 518 (79) 439 584 (162) 422
Asia Pacic 358 104 462 54 70 124
South Africa: Beverages 1,040 22 1,062 1,050 41 1,091
Corporate (228) 26 (202) (231) 41 (190)
4,203 200 4,403 5,013 (1,026) 3,987
EBITA (segment result)
This comprises operating prot before exceptional items, amortisation of intangible assets (excluding computer software) and includes the
groups share of associates and joint ventures operating prot on a similar basis. The following table provides a reconciliation of operating
prot before exceptional items to EBITA.
Operating
prot
before
exceptional
items
2013
US$m
Share of
associates
and joint
ventures
operating
prot before
exceptional
items
2013
US$m
Amortisation
of intangible
assets
(excluding
computer
software)
group and
share of
associates
and joint
ventures
2013
US$m
EBITA
2013
US$m
Operating
prot
before
exceptional
items
2012
US$m
Share of
associates
and joint
ventures
operating
prot before
exceptional
items
2012
US$m
Amortisation
of intangible
assets
(excluding
computer
software)
group and
share of
associates
and joint
ventures
2012
US$m
EBITA
2012
US$m
Latin America 1,983 129 2,112 1,736 129 1,865
Europe 652 76 56 784 804 11 21 836
North America 7 721 43 771 711 45 756
Africa 439 392 7 838 422 318 3 743
Asia Pacic 462 156 237 855 124 132 65 321
South Africa: 1,062 190 11 1,263 1,091 211 1 1,303
Beverages 1,062 67 1,129 1,091 77 1,168
Hotels and Gaming 123 11 134 134 1 135
Corporate (202) (202) (190) (190)
4,403 1,535 483 6,421 3,987 1,383 264 5,634
The groups share of associates and joint ventures operating prot is reconciled to the share of post-tax results of associates and joint
ventures in the income statement as follows.
2013
US$m
2012
US$m
Share of associates and joint ventures operating prot (before exceptional items) 1,535 1,383
Share of associates and joint ventures exceptional items in operating prot (5) 11
Share of associates and joint ventures net nance costs (44) (30)
Share of associates and joint ventures taxation (164) (170)
Share of associates and joint ventures non-controlling interests (78) (42)
Share of post-tax results of associates and joint ventures 1,244 1,152
EBITDA
The following table provides a reconciliation of EBITDA (the net cash generated from operations before working capital movements) to adjusted
EBITDA. A reconciliation of prot for the year for the group to EBITDA after cash exceptional items for the group can be found in note 27a.
EBITDA
2013
US$m
Cash
exceptional
items
2013
US$m
Dividends
received
from
MillerCoors
2013
US$m
Adjusted
EBITDA
2013
US$m
EBITDA
2012
US$m
Cash
exceptional
items
2012
US$m
Dividends
received
from
MillerCoors
2012
US$m
Adjusted
EBITDA
2012
US$m
Latin America 2,382 61 2,443 2,068 112 2,180
Europe 884 61 945 1,067 58 1,125
North America 29 886 915 22 896 918
Africa 583 583 564 13 577
Asia Pacic 754 34 788 159 88 247
South Africa: Beverages 1,257 10 1,267 1,267 13 1,280
Corporate (131) 25 (106) (168) 24 (144)
5,758 191 886 6,835 4,979 308 896 6,183
Other segmental information
Capital
expenditure
excluding
investment
activity
2013
US$m
Investment
activity
2
2013
US$m
Total
2013
US$m
Capital
expenditure
excluding
investment
activity
1
2012
US$m
Investment
activity
2
2012
US$m
Total
2012
US$m
Latin America 528 528 522 (34) 488
Europe 216 216 324 17 341
North America 272 272 288 288
Africa 391 29 420 398 (82) 316
Asia Pacic 88 (78) 10 69 10,931 11,000
South Africa: 228 228 284 284
Beverages 228 228 284 284
Hotels and Gaming
Corporate 28 (5) 23 42 1 43
1,479 218 1,697 1,639 11,121 12,760
1
Capital expenditure includes additions of intangible assets (excluding goodwill) and property, plant and equipment.
2
Investment activity includes acquisitions and disposals of businesses, net investments in associates and joint ventures, purchases of shares in non-controlling interests and purchases
and disposals of available for sale investments.
Depreciation and
amortisation
2013
US$m
2012
US$m
Latin America 467 445
Europe 226 298
Africa 104 128
Asia Pacic 316 117
South Africa: Beverages 172 168
Corporate 32 26
1,317 1,182
Depreciation and amortisation exclude amounts relating to impairment charges.
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Geographical information
The UK is the parent companys country of domicile. Those countries which account for more than 10% of the groups total revenue and/or
non-current assets are considered individually material and are reported separately below.
Revenue
2013
US$m
2012
US$m
UK 378 359
Australia 3,064 1,025
Colombia 3,742 3,481
South Africa 4,896 5,150
USA 129 124
Rest of world 11,004 11,621
23,213 21,760
Non-current assets
2013
US$m
2012
1
US$m
UK 388 354
Australia 14,351 14,511
USA 5,804 5,777
Rest of world 18,409 18,020
49,785 50,149
1
Non-current assets by location exclude amounts relating to derivative nancial instruments and deferred tax assets.
3. Net operating expenses
2013
US$m
2012
US$m
Cost of inventories recognised as an expense 5,043 5,049
Changes in inventories of nished goods and work in progress 93 18
Raw materials and consumables used 4,950 5,031
Excise duties 5,755 5,047
Employee costs (see note 6a) 2,693 2,502
Depreciation of property, plant and equipment 867 909
Containers 226 237
Other 641 672
Net prot on disposal of businesses (79) (1,242)
Prot on disposal of investment in associate (103)
Gain on dilution of investment in associate (4)
Gain on remeasurement of existing interest in joint venture on acquisition (66)
Loss/(prot) on disposal of property, plant and equipment 13 (15)
Amortisation of intangible assets 450 273
Intangible assets (excluding computer software) 394 218
Computer software 56 55
Other expenses 4,634 4,906
Selling, marketing and distribution costs 2,582 2,562
Repairs and maintenance expenditure on property, plant and equipment 333 325
Impairment of goodwill 11
Impairment of property, plant and equipment 39
Impairment of trade and other receivables 23 25
Operating lease rentals land and buildings 64 60
Operating lease rentals plant, vehicles and systems 95 84
Research and development expenditure 4 7
Acquisition-related costs 109
Other operating expenses 1,483 1,734
Total net operating expenses by nature 19,372 17,260
Other income (362) (513)
Revenue received from royalties (55) (43)
Dividends received from investments (1) (1)
Other operating income (306) (469)
Net operating expenses 19,010 16,747
1
Excise duties of US$5,755 million (2012: US$5,047 million) have been incurred during the year as follows: Latin America US$2,019 million (2012: US$1,843 million); Europe US$995 million
(2012: US$1,204 million); North America US$4 million (2012: US$3 million); Africa US$418 million (2012: US$408 million); Asia Pacic US$1,369 million (2012: US$626 million) and South
Africa US$950 million (2012: US$963 million). The groups share of MillerCoors excise duties incurred during the year was US$695 million (2012: US$703 million).
Foreign exchange differences recognised in the prot for the year, except for those arising on nancial instruments measured at fair value under
IAS 39, were a loss of US$14 million (2012: US$27 million).
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3. Net operating expenses continued
The following fees were paid to a number of different accounting rms as auditors of various parts of the group.
2013
US$m
2012
US$m
Group auditors
Fees payable to the companys auditor and its associates for the audit of parent company
and consolidated nancial statements 2 3
Fees payable to companys auditor and its associates for other services:
The audit of the companys subsidiaries 9 8
Total audit fees payable to the companys auditor 11 11
Audit-related assurance services 1 2
Taxation compliance services 1 1
Taxation advisory services 1 6
Services relating to corporate nance transactions 3
Other non-audit services
Services relating to information technology
1
1 4
Other 1 2
Total fees payable to the companys auditor 16 29
Other audit rms
Fees payable to other auditor rms for:
The audit of the companys subsidiaries 1 1
Taxation advisory services 3 2
Services relating to corporate nance transactions 1
Internal audit services 1 1
Other non-audit services
Services relating to information technology
1
12 8
Other 12 7
Total fees payable to other audit rms 29 20
1
Principally relating to the business capability programme.
4. Exceptional items
2013
US$m
2012
US$m
Exceptional items included in operating prot:
Net prot on disposal of businesses 79 1,248
Business capability programme costs (141) (235)
Integration and restructuring costs (91) (60)
Impairments (30)
Broad-Based Black Economic Empowerment scheme charges (17) (29)
Prot on disposal of investment in associate 103
Gain on remeasurement of existing interest in joint venture on acquisition 66
Litigation 42
Transaction-related costs (109)
Net exceptional (losses)/gains included within operating prot (200) 1,026
Exceptional items included in net nance costs:
Litigation-related nance income 4
Transaction-related net nance costs (26)
Net exceptional losses included within net nance costs (22)
Share of associates and joint ventures exceptional items:
Impairments (5) (35)
Prots on transactions in associates 46
Share of associates and joint ventures exceptional (losses)/gains (5) 11
Non-controlling interests share of associates and joint ventures exceptional (losses)/gains 2
Groups share of associates and joint ventures exceptional (losses)/gains (3) 11
Net taxation credits relating to subsidiaries and the groups share of associates and joint ventures
exceptional items 20 24
4. Exceptional items continued
Exceptional items included in operating prot
Net prot on disposal of businesses
During 2013 an additional prot of US$79 million was realised in Africa in relation to the disposal in the prior year of the groups Angolan operations
in exchange for a 27.5% interest in BIH Angola, following the successful resolution of certain matters leading to the release of provisions.
In 2012 a prot of US$1,195 million arose in Europe on the disposal of the groups Russian and Ukrainian businesses in exchange for a 24%
interest in the enlarged Anadolu Efes group; a prot of US$67 million arose in Africa on the disposal of the groups Angolan operations in
exchange for a 27.5% interest in BIH Angola; partially offset by a loss of US$14 million incurred in Europe primarily in relation to the recycling
ofthe foreign currency translation reserve on the disposal of the distribution business in Italy.
Business capability programme costs
The business capability programme will streamline nance, human resources and procurement activities through the deployment of global
systems and introduce common sales, distribution and supply chain management systems. Costs of US$141 million have been incurred in
theyear (2012: US$235 million).
Integration and restructuring costs
During 2013 US$74 million of integration and restructuring costs were incurred in Asia Pacic following the Fosters and the Pacic Beverages
acquisitions, including the closure of certain beverage lines, and US$17 million of restructuring costs were incurred in South Africa: Beverages.
In 2012 US$34 million of restructuring costs were incurred in Latin America, principally in Ecuador, Peru and the regional ofce, and
US$26million of integration costs were incurred in Asia Pacic following the Fosters and Pacic Beverages acquisitions.
Impairments
During 2013 a US$30 million (2012: US$nil) impairment charge was incurred in respect of the Vietnam business in Asia Pacic. The impairment
charge comprised US$11 million against goodwill and US$19 million against property, plant and equipment.
Broad-Based Black Economic Empowerment scheme charges
US$17 million (2012: US$29 million) of charges have been incurred in relation to the Broad-Based Black Economic Empowerment (BBBEE)
scheme in South Africa. This represents the continuing IFRS 2 share-based payment charge in respect of the employee element of
thescheme.
Prot on disposal of investment in associate
In 2012 a prot of US$103 million was realised on the disposal of the groups investment in its associate, Kenya Breweries Ltd, in Africa.
Gain on remeasurement of existing interest in joint venture on acquisition
In 2012 the group acquired the remaining 50% interest which it did not already own in Pacic Beverages from Coca-Cola Amatil Limited.
Thisresulted in a US$66 million gain arising on the remeasurement to fair value of the groups existing interest.
Litigation
In 2012 in Europe a US$42 million anti-trust ne paid by Grolsch prior to its acquisition by SABMiller plc was annulled by the EU General Court
and the payment refunded.
Transaction-related costs
In 2012 costs of US$109 million were incurred in relation to the Fosters transaction.
Exceptional items included in net nance costs
Litigation-related interest income
In 2012 US$4 million of interest was received in relation to the refund of the anti-trust ne in Europe.
Transaction-related net nance costs
In 2012 net costs of US$26 million were incurred primarily related to the Fosters transaction and included fees relating to nancing facilities
andpremiums on derivative instruments which were partially offset by mark to market gains on derivative nancial instruments taken out in
anticipation of the transaction and where hedge accounting could not be applied.
Share of associates and joint ventures exceptional items
Impairments
During 2013 an impairment of a soft drinks plant in BIH Angola amounted to US$5 million. After taking account of non-controlling interests,
thegroups share was US$3 million.
In 2012 the groups share of MillerCoors impairment of the Sparks brand amounted to US$35 million.
Prots on transactions in associates
In 2012 Tsogo Sun released deferred consideration relating to a prior acquisition of which the groups share was US$13 million; US$10 million
prot arose on Tsogo Suns fair value accounting on the change in control on the acquisition of the outstanding stake in the Formula 1 chain;
and a US$23 million prot arose in Africa being the groups share of Castels prot on disposal of its subsidiary in Nigeria.
Net taxation credits relating to subsidiaries and the groups share of associates and joint ventures exceptional items
Net taxation credits of US$20 million (2012: US$24 million) arose in relation to exceptional items during the year and include US$nil
(2012:US$13 million) in relation to MillerCoors although the tax credit is recognised in Miller Brewing Company (see note 7).
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5. Net nance costs
2013
US$m
2012
US$m
a. Finance costs
Interest payable on bank loans and overdrafts 183 170
Interest payable on derivatives 255 156
Interest payable on corporate bonds 677 463
Interest element of nance lease payments 1 1
Net exchange losses on nancing activities 25 13
Fair value losses on nancial instruments:
Fair value losses on standalone derivative nancial instruments 220 144
Ineffectiveness of net investment hedges 4
Exceptional interest payable and similar charges 96
Other nance charges 56 46
Total nance costs 1,417 1,093
b. Finance income
Interest receivable 39 55
Interest receivable on derivatives 355 226
Fair value gains on nancial instruments:
Fair value gains on standalone derivative nancial instruments 272 170
Fair value gains on dividend-related derivatives 10 3
Net exchange gains on dividends 2 3
Exceptional interest receivable and similar income 74
Other nance income 4
Total nance income 682 531
Net nance costs 735 562
1
These items have been excluded from the determination of adjusted earnings per share. Adjusted net nance costs are therefore US$747 million (2012: US$542 million).
Refer to note 22 Financial risk factors for interest rate risk information.
6. Employee and key management compensation costs
a. Employee costs
2013
US$m
2012
US$m
Wages and salaries 2,154 2,038
Share-based payments 201 161
Social security costs 215 193
Pension costs 128 112
Post-retirement benets other than pensions 11 13
2,709 2,517
Of the US$2,709 million employee costs shown above, US$16 million (2012: US$15 million) has been capitalised within intangible assets and
property, plant and equipment.
6. Employee and key management compensation costs continued
b. Employee numbers
The average monthly number of employees are shown on a full-time equivalent basis, excluding employees of associated and joint venture
undertakings and including executive directors.
2013
Number
2012
Number
Latin America 29,882 26,933
Europe 10,489 14,095
North America 82 76
Africa 12,652 13,596
Asia Pacic 5,128 3,804
Corporate 815 701
70,486 71,144
c. Key management compensation
The directors of the group and members of the executive committee (excom) are dened as key management. At 31 March 2013 there were
26(2012: 27) key management.
2013
US$m
2012
US$m
Salaries and short-term employee benets 34 32
Post-employment benets 2 2
97 70
d. Directors
2013
US$m
2012
US$m
Aggregate emoluments 6,689,562 (2012: 6,087,153) 11 10
Aggregate gains made on the exercise of share options or vesting of share awards 12 15
Notional contributions to unfunded retirement benets scheme 767,000 (2012: 562,679) 1 1
24 26
At 31 March 2013 two directors (2012: one) had retirement benets accruing under money purchase pension schemes. Company contributions
to money purchase pension schemes during the year amounted to 11,364 (2012: nil).
Full details of individual directors remuneration are given in the directors remuneration report on pages 66 to 85.
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7. Taxation
2013
US$m
2012
US$m
Current taxation 1,118 957
Charge for the year 1,131 986
Adjustments in respect of prior years (13) (29)
Withholding taxes and other remittance taxes 170 137
Total current taxation 1,288 1,094
Deferred taxation (87) 32
(Credit)/charge for the year (28) 60
Adjustments in respect of prior years 5 (3)
Rate change (64) (25)
Taxation expense 1,201 1,126
Tax credit relating to components of other comprehensive loss is as follows:
Deferred tax credit on actuarial gains and losses (28) (71)
Deferred tax credit on nancial instruments (6) (30)
(34) (101)
Total current tax 1,288 1,094
Total deferred tax (121) (69)
Total taxation 1,167 1,025
Effective tax rate (%) 27.0 27.5
UK taxation included in the above
Current taxation
Total current taxation 133 39
Deferred taxation 24 (24)
UK taxation expense 157 15
See the nancial denitions section for the denition of the effective tax rate. The calculation is on a basis consistent with that used in prior
years and is also consistent with other group operating metrics. Tax on amortisation of intangible assets (excluding computer software) was
US$135 million (2012: US$72 million).
MillerCoors is not a taxable entity. The tax balances and obligations therefore remain with Miller Brewing Company as a 100% subsidiary of the
group. This subsidiarys tax charge includes tax (including deferred tax) on the groups share of the taxable prots of MillerCoors and includes
tax in other comprehensive income on the groups share of MillerCoors taxable items included within other comprehensive income.
Tax rate reconciliation
2013
US$m
2012
US$m
Less: Share of post-tax results of associates and joint ventures (1,244) (1,152)
3,468 4,451
Tax charge at standard UK rate of 24% (2012: 26%) 832 1,157
Exempt income (242) (413)
Other incentive allowances (20) (63)
Expenses not deductible for tax purposes 157 47
Deferred tax asset not recognised 51 30
Initial recognition of deferred taxation (28) (10)
Tax impact of MillerCoors joint venture 180 179
Other taxes 35 28
Adjustments in respect of foreign tax rates 124 90
Adjustments in respect of prior periods (8) (32)
Deferred taxation rate change (64) (25)
Deferred taxation on unremitted earnings 14 1
Total taxation expense 1,201 1,126
8. Earnings per share
2013
US cents
2012
US cents
Basic earnings per share 205.9 266.6
Diluted earnings per share 203.5 263.8
Headline earnings per share 204.5 179.8
Adjusted basic earnings per share 238.7 214.8
Adjusted diluted earnings per share 236.0 212.5
The weighted average number of shares was:
2013
Millions of
shares
2012
Millions of
shares
Ordinary shares 1,667 1,661
Treasury shares (72) (72)
EBT ordinary shares (5) (6)
Basic shares 1,590 1,583
Dilutive ordinary shares 19 17
Diluted shares 1,609 1,600
The calculation of diluted earnings per share excludes 6,332,436 (2012: 8,362,920) share options that were non-dilutive for the year because
the exercise price of the option exceeded the fair value of the shares during the year, 21,226,441 (2012: 14,799,716) share awards that were
non-dilutive for the year because the performance conditions attached to the share awards have not been met and nil (2012: nil) shares in
relation to the employee component of the BBBEE scheme that were non-dilutive for the year. These share incentives could potentially dilute
earnings per share in the future.
Incentives involving 10,601,120 shares were granted after 31 March 2013 and before the date of signing of these nancial statements.
Adjusted and headline earnings
The group presents an adjusted earnings per share gure which excludes the impact of amortisation of intangible assets (excluding computer
software), certain non-recurring items and post-tax exceptional items in order to present an additional measure of performance for the years
shown in the consolidated nancial statements. Adjusted earnings per share has been based on adjusted earnings for each nancial year and
on the same number of weighted average shares in issue as the basic earnings per share calculation. Headline earnings per share has been
calculated in accordance with the South African Circular 3/2012 entitled Headline Earnings which forms part of the listing requirements for
theJSE Ltd (JSE). The adjustments made to arrive at headline earnings and adjusted earnings are as follows.
2013
US$m
2012
US$m
Prot for the year attributable to owners of the parent 3,274 4,221
Headline adjustments
Net prot on disposal of businesses (79) (1,242)
Prot on disposal of investments in associates (103)
Gain on dilution of investments in associates (4)
Tax effects of these items (14) 12
Non-controlling interests share of the above items (3) 40
Share of associates and joint ventures headline adjustments, net of tax and non-controlling interests 15
Headline earnings 3,252 2,847
Business capability programme costs 141 235
Broad-Based Black Economic Empowerment scheme charges 17 29
Integration and restructuring costs 71 60
Net gain on fair value movements on capital items (12) (2)
Amortisation of intangible assets (excluding computer software) 394 218
Transaction-related costs 109
Litigation (42)
Litigation-related nance income (4)
Transaction-related net nance costs 26
Tax effects of the above items (137) (101)
Non-controlling interests share of the above items (8) (7)
Share of associates and joint ventures headline adjustments, net of tax and non-controlling interests 78 32
Adjusted earnings 3,796 3,400
1
This does not include all fair value movements but includes those in relation to capital items for which hedge accounting cannot be applied.
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9. Dividends
2013
US$m
2012
US$m
Equity
2012 Final dividend paid: 69.5 US cents (2011: 61.5 US cents) per ordinary share 1,125 973
2013 Interim dividend paid: 24.0 US cents (2012: 21.5 US cents) per ordinary share 392 351
1,517 1,324
In addition, the directors are proposing a nal dividend of 77 US cents per share in respect of the nancial year ended 31 March 2013 which
willabsorb an estimated US$1,227 million of shareholders funds. If approved by shareholders, the dividend will be paid on 23 August 2013
toshareholders registered on the London and Johannesburg registers as at 16 August 2013. The total dividend per share for the year is
101UScents (2012: 91 US cents).
Treasury shares do not attract dividends and the employee benet trusts have both waived their right to receive dividends (further information
can be found in note 26).
10. Goodwill
US$m
Cost
At 1 April 2011 12,309
Exchange adjustments 188
Acquisitions through business combinations 8,091
Disposals (63)
Transfers to disposal group classied as held for sale (29)
At 31 March 2012
1
20,496
Exchange adjustments (301)
Acquisitions through business combinations (provisional) (see note 29) 3
Transfers to disposal group classied as held for sale (see note 18) (13)
At 31 March 2013 20,185
Accumulated impairment
At 1 April 2011 355
Disposals (10)
At 31 March 2012 325
Impairment 11
At 31 March 2013 323
Net book amount
At 1 April 2011 11,954
At 31 March 2012
1
20,171
At 31 March 2013 19,862
1
2013
Provisional goodwill arose on the acquisition through business combination in the year of Darbrew Limited in Tanzania. The fair value exercise
in respect of this business combination has yet to be completed.
2012
Goodwill arose on the acquisition through business combinations of Fosters and Pacic Beverages in Australia and International Breweries plc
in Nigeria. The fair value exercises in respect of these business combinations are now complete.
10. Goodwill continued
Goodwill is monitored principally on an individual country basis and the net book value is allocated by cash generating unit (CGU) as follows.
2013
US$m
2012
1
US$m
CGUs:
Latin America:
Central America 803 819
Peru 1,796 1,744
Other Latin America 224 243
Europe:
Czech Republic 901 976
Netherlands 100 104
Italy 414 431
Poland 1,168 1,218
Other Europe 75 77
North America 256 256
Africa 250 252
Asia Pacic:
Australia 8,319 8,262
India 335 350
Other Asia Pacic 1 12
South Africa 514 618
19,862 20,171
1
Assumptions
The recoverable amount for a CGU is determined based on value in use calculations. Value in use is determined by discounting the future
post-tax cash ows generated from continuing use of the CGU using a post-tax discount rate, as this closely approximates to applying pre-tax
discount rates to pre-tax cash ows. Where a potential impairment is identied using post-tax cash ows and post-tax discount rates, the
impairment review is reperformed on a pre-tax basis and the fair value less cost to sell calculated, in order to determine the impairment loss
tobe recorded. The key assumptions for the value in use calculations are as follows.
Expected volume compound annual growth rate (CAGR) Cash ows are based on nancial forecasts approved by management for
each CGU covering ve-year periods and are dependent on managements expected volume CAGRs which have been determined based on
past experience and planned initiatives, and with reference to external sources in respect of macroeconomic assumptions. Expected growth
rates over the ve-year forecast period are generally higher than the long-term average growth rates for the economies in which the CGUs
operate as a steady state is not necessarily expected to be reached in this period.
Discount rate The discount rate (weighted average cost of capital) is calculated using a methodology which reects the returns from
UnitedStates Treasury notes with a maturity of 20 years, an equity risk premium adjusted for specic industry and country risks, and ination
differentials. The group applies local post-tax discount rates to local post-tax cash ows.
Long-term growth rate Cash ows after the rst ve-year period are extrapolated using a long-term growth rate, in order to calculate
theterminal recoverable amount. The long-term growth rate is estimated using historical trends and expected future trends in ination rates,
based on external data.
The following table presents the key assumptions used in the value in use calculations in each of the groups operating segments:
Expected volume
CAGRs
20142018
%
Post-tax
discount rates
%
Long-term
growth rates
%
Latin America 4.36.4 7.613.2 2.05.1
Europe 1.36.0 6.610.8 2.03.0
North America 8.5 6.7 2.5
Africa 7.68.8 13.516.8 6.09.5
Asia Pacic 2.16.3 7.412.7 3.06.5
South Africa 3.3 10.6 4.5
The most material balance is in Australia. For the goodwill in Australia to be at risk of impairment the following situations would need to occur:
future compound revenue growth to reduce to a level where operating prot growth is limited to the long-term growth rate; or long-term growth
in nominal terms to fall below 1.5%; or the discount rate to rise to 8.7% or higher.
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10. Goodwill continued
Impairment reviews results
A US$30 million impairment loss has been recognised in respect of SABMiller Vietnam Company Limited in Asia Pacic, which was principally
due to a deterioration in trading. The impairment loss has been allocated to goodwill (US$11 million) and property, plant and equipment
(US$19million).
Sensitivities to assumptions
The groups impairment reviews are sensitive to changes in the key assumptions described above. Based on the groups sensitivity analysis,
areasonably possible change in a single assumption will not cause an impairment loss in any of the groups CGUs.
11. Intangible assets
Brands
US$m
Computer
software
US$m
Other
US$m
Total
US$m
Cost
At 1 April 2011 4,860 540 48 5,448
Exchange adjustments 304 (32) 12 284
Additions separately acquired 6 165 171
Acquisitions through business combinations 4,832 595 5,427
Transfers from property, plant and equipment 3 3
Disposals (28) (30) (58)
At 31 March 2012 9,974 646 655 11,275
Exchange adjustments (11) (36) 2 (45)
Additions separately acquired 149 149
Acquisitions through business combinations (see note 29) 2 2
Transfers to disposal group classied as held for sale (see note 18) (9) (9)
Disposals (4) (7) (11)
At 31 March 2013 9,952 752 657 11,361
Accumulated amortisation and impairment
At 1 April 2011 782 275 27 1,084
Exchange adjustments 23 (17) (2) 4
Amortisation 201 55 17 273
Disposals (18) (26) (44)
At 31 March 2012 988 287 42 1,317
Exchange adjustments (9) (18) (1) (28)
Amortisation 335 56 59 450
Disposals (6) (6)
At 31 March 2013 1,307 319 100 1,726
Net book amount
At 1 April 2011 4,078 265 21 4,364
At 31 March 2012 8,986 359 613 9,958
At 31 March 2013 8,645 433 557 9,635
1
At 31 March 2013 signicant individual brands included within the carrying value of intangible assets are as follows.

2013
US$m
2012
US$m
Amortisation
period
remaining
(years)
Brand carrying value
Carlton (Australia) 2,139 2,181 39
guila (Colombia) 1,478 1,557 32
Victoria Bitter (Australia) 1,080 1,101 39
Cristal (Peru) 646 646 32
Grolsch (Netherlands) 421 451 35
12. Property, plant and equipment
Assets in
course of
construction
US$m
Land and
buildings
US$m
Plant,
vehicles
and systems
US$m
Returnable
containers
US$m
Total
US$m
Cost
At 1 April 2011 358 3,743 8,787 2,245 15,133
Exchange adjustments (15) (99) (350) (106) (570)
Additions 801 20 369 306 1,496
Acquisitions through business combinations 54 347 373 12 786
Breakages and shrinkage (73) (73)
Transfers (563) 118 383 62
Transfers to intangible assets (3) (3)
Transfers to disposal group classied as held for sale (10) (44) (54)
Disposals (48) (354) (1,268) (379) (2,049)
At 31 March 2012 584 3,765 8,250 2,067 14,666
Exchange adjustments (18) (163) (505) (147) (833)
Additions 720 25 324 296 1,365
Acquisitions through business combinations (see note 29) 1 1 2
Transfers (733) 115 532 86
Transfers from other assets 3 3
Transfers to disposal group classied as held for sale (see note 18) (2) (10) (12)
Disposals (11) (18) (313) (138) (480)
At 31 March 2013 542 3,723 8,282 2,093 14,640
Accumulated depreciation and impairment
At 1 April 2011 667 4,016 1,119 5,802
Provided during the year 78 594 237 909
Transfers to disposal group classied as held for sale (2) (25) (27)
Disposals (42) (635) (217) (894)
At 31 March 2012 672 3,776 1,056 5,504
Provided during the year 78 563 226 867
Impairment 4 35 39
Transfers to disposal group classied as held for sale (see note 18) (1) (6) (7)
Disposals (8) (293) (99) (400)
At 31 March 2013 702 3,802 1,077 5,581
Net book amount
At 1 April 2011 358 3,076 4,771 1,126 9,331
At 31 March 2012 584 3,093 4,474 1,011 9,162
At 31 March 2013 542 3,021 4,480 1,016 9,059
1
As a result of the annual impairment reviews, US$19 million of impairment losses have been recognised in the year (2012: US$nil ) (see note 10).
Included in land and buildings is freehold land with a cost of US$725 million (2012: US$742 million) which is not depreciated.
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12. Property, plant and equipment continued
Included in plant, vehicles and systems are the following amounts relating to assets held under nance leases.
2013
US$m
2012
US$m
Net book amount 40 34
Included in the amounts above are the following amounts in respect of borrowing costs capitalised.
2013
US$m
2012
US$m
At 1 April 53 56
Exchange adjustments (4) (2)
Amortised during the year (1)
At 31 March 49 53
Borrowing costs of US$nil (2012: US$nil) were capitalised during the year.
Borrowings are secured by various of the groups property, plant and equipment with an aggregate net book value of US$21 million
(2012:US$20 million).
13. Investments in joint ventures
A list of the groups signicant investments in joint ventures, including the name, country of incorporation and proportion of ownership interest
is given in note 34 to the consolidated nancial statements.
US$m
At 1 April 2011 5,813
Investments in joint ventures 288
Transfer to subsidiary undertaking (100)
Share of results retained 671
Share of other comprehensive loss (256)
Dividends received (896)
At 31 March 2012 5,520
Investments in joint ventures 272
Share of other comprehensive loss (76)
Dividends received (886)
At 31 March 2013 5,547
On 13 January 2012 the remaining 50% interest in Pacic Beverages was purchased and from this date the company has been accounted
foras a subsidiary.
Summarised nancial information for the groups interest in joint ventures is shown below.
2013
US$m
2012
US$m
Revenue 5,214 5,174
Expenses (4,497) (4,502)
Prot after tax 717 672
Non-current assets 5,626 5,613
Current assets 593 573
Current liabilities (521) (528)
Non-current liabilities (829) (801)
14. Investments in associates
A list of the groups signicant investments in associates, including the name, country of incorporation and proportion of ownership interest is
given in note 34 to the consolidated nancial statements.
US$m
At 1 April 2011 2,719
Investments in associates 2,056
Repayment of investments by associates (14)
Acquisitions through business combinations 186
Disposal of investments in associates (104)
Dividends receivable (150)
At 31 March 2012
1
5,072
Investments in associates 106
Disposal of investments in associates (21)
Share of gains recognised in other comprehensive loss 6
Dividends receivable (113)
At 31 March 2013 5,416
1
2013
On 7 November 2012 Fosters sold its 49.9% interest in Fosters USA LLC to MillerCoors LLC at no gain or loss to the group. Fosters LLC is
now wholly owned by MillerCoors LLC.
2012
On 1 January 2012 the group acquired a 27.5% interest in BIH Brasseries Internationales Holding (Angola) Ltd (BIH Angola) in exchange
forcontributing its Angolan businesses, including its associate, Empresa de Cervejas NGola SARL, into BIH Angola. Castel acquired the
remaining 72.5% in BIH Angola, having contributed its Angolan businesses into BIH Angola.
On 6 March 2012 the group completed its strategic alliance with Anadolu Efes. The groups Russian business, SABMiller RUS LLC, and
Ukrainian business, PJSC Miller Brands Ukraine, were contributed to Anadolu Efes, in exchange for a 24% equity stake in the enlarged
AnadoluEfes group.
On 25 November 2011 the group disposed of its effective 12% investment in Kenya Breweries Ltd, generating a prot of US$103 million.
The analysis of associate undertakings between listed and unlisted investments is shown below.
2013
US$m
2012
1
US$m
Listed 2,580 2,536
Unlisted 2,836 2,536
5,416 5,072
As at 31 March the market value of listed investments included above is:
Anadolu Efes 2,318 1,985
Distell Group Ltd 704 574
Delta Corporation Ltd 351 204
Tsogo Sun Holdings Ltd 1,166 1,032
1
Summarised nancial information for associates for total assets, total liabilities, revenue and prot or loss on a 100% basis is shown below.
2013
US$m
2012
1
US$m
Total assets 23,249 18,731
Total liabilities (8,890) (6,231)
Revenue 19,046 12,963
Net prot 2,155 1,760
Some of the groups investments in associated undertakings which operate in African countries are also subject to local exchange control
regulations. These local exchange control regulations provide for restrictions on exporting capital from those countries, other than through
normal dividends.
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15. Inventories
2013
US$m
2012
1
US$m
Raw materials and consumables 691 670
Work in progress 123 122
Finished goods and goods for resale 361 456
1,175 1,248
1
The following amount of inventories are expected to be utilised after 12 months.
2013
US$m
2012
US$m
Raw materials and consumables 48 43
There were no borrowings secured on the inventories of the group (2012: US$nil).
An impairment charge of US$15 million was recognised in respect of inventories during the year (2012: US$12 million).
16. Trade and other receivables
2013
US$m
2012
1
US$m
Trade receivables 1,740 1,545
Less: provision for impairment (140) (140)
Trade receivables net 1,600 1,405
Other receivables 392 492
Less: provision for impairment (12) (12)
Other receivables net 380 480
Amounts owed by associates 68 205
Amounts owed by joint ventures trade 5 6
Prepayments and accrued income 158 244
Total trade and other receivables 2,211 2,340
Analysed as:
Current
Trade receivables net 1,584 1,389
Amounts owed by associates 59 205
Amounts owed by joint ventures trade 5 6
2,067 2,204
Non-current
Trade receivables net 16 16
Amounts owed by associates 9
144 136
1
The net carrying values of trade and other receivables are considered a close approximation of their fair values.

16. Trade and other receivables continued
At 31 March 2013 trade and other receivables of US$466 million (2012: US$441 million) were past due but not impaired. These relate to
customers of whom there is no recent history of default. The ageing of these trade and other receivables is shown below.
Past due
Fully
performing
US$m
Within
30 days
US$m
30-60 days
US$m
60-90 days
US$m
90-180 days
US$m
Over
180 days
US$m
At 31 March 2013
Trade receivables 1,255 181 62 15 18 42
Other receivables 290 44 18 5 4 15
Amounts owed by associates 6 2 3 4 53
Amounts owed by joint ventures trade 5
At 31 March 2012
1
Trade receivables 1,140 129 58 15 23 29
Other receivables 353 16 13 4 18 3
Amounts owed by associates 72 8 6 12 107
Amounts owed by joint ventures trade 6
1
The group holds collateral as security for past due trade receivables to the value of US$17 million (2012: US$28 million). Collateral held primarily
includes bank guarantees and charges over assets.
At 31 March 2013 trade receivables of US$167 million (2012: US$151 million) were determined to be specically impaired and provided for. The
amount of the provision at 31 March 2013 was US$140 million (2012: US$140 million) and reects trade receivables from customers which are
considered to be experiencing difcult economic situations. It was assessed that a portion of these receivables is expected to be recovered.
The group holds collateral as security against specically impaired trade receivables with a fair value of US$1 million (2012: US$1 million).
At 31 March 2013 other receivables of US$16 million (2012: US$13 million) were determined to be specically impaired and provided for. The
amount of the provision at 31 March 2013 was US$12 million (2012: US$12 million) and reects loans to customers which are considered to
beexperiencing difcult economic situations. It was assessed that a portion of these receivables is expected to be recovered. The group held
collateral as security against specically impaired other receivables at 31 March 2013 of US$1 million (2012: US$nil).
The carrying amounts of trade and other receivables are denominated in the following currencies.
2013
US$m
2012
1
US$m
SA rand 340 413
US dollars 238 355
Australian dollars 260 385
Euro 246 241
Colombian peso 167 162
Czech koruna 91 89
British pound 81 79
Polish zloty 211 142
Indian rupee 136 110
Other currencies 441 364
2,211 2,340
1
Movements on the provisions for impairment of trade receivables and other receivables are as follows.
Trade receivables Other receivables
2013
US$m
2012
US$m
2013
US$m
2012
US$m
At 1 April (140) (147) (12) (14)
Provision for receivables impairment (23) (25)
Receivables written off during the year as uncollectible 12 7 1
Acquisitions through business combinations (5)
Disposals 4 20
Transfers to disposal group classied as held for sale 1
Exchange adjustments 7 9 1
At 31 March (140) (140) (12) (12)
The creation of provisions for impaired receivables is included in net operating expenses in the income statement (see note 3).
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17. Cash and cash equivalents
2013
US$m
2012
US$m
Short-term deposits 1,684 103
Cash at bank and in hand 487 642
2,171 745
Cash and short-term deposits of US$146 million (2012: US$144 million) are held in African countries (including South Africa) and are subject to
local exchange control regulations. These local exchange control regulations provide for restrictions on exporting capital from those countries,
other than through normal dividends.
The group operates notional cash pools.The structures facilitate interest and balance compensation of cash and bank overdrafts. These
notional pooling arrangements meet the set-off rules under IFRS and, as a result, the cash and overdraft balances have been reported net
onthe balance sheet.
Effective 1 January 2012 the group combined the operational management of its Angolan businesses in Africa with the Angolan businesses
ofits associate, Castel. All of the Angolan businesses, in which the group retains an associate interest, have been managed from that date
byCastel. As a result, a participation in a bank loan of US$100 million previously owed by an Angolan subsidiary of the group was no longer
entitled to be offset within borrowings.
During the year ended 31 March 2013 Castel has paid US$100 million to the group to cover the groups exposure in respect of the loan
participation deposit. This has resulted in a payable to associate being recorded in the consolidated balance sheet, as the loan participation
deposit and the payable to associate are held with different counterparties and therefore are unable to be offset. In accordance with IAS 7
Statement of Cash Flows, the loan participation has been separately disclosed on the balance sheet as a loan participation deposit, and
inthecash ow statement has not been treated as a cash and cash equivalent as it is not readily convertible into cash.
18. Disposal group held for sale
During 2013 the group agreed to sell its milk and juice business in Panama, subject to regulatory approvals. Accordingly the assets and
liabilities related to the milk and juice business in Panama have been presented as held for sale, and the disposal group presented within the
Latin America segment in accordance with IFRS 8 Operating segments.
In 2012 the assets and liabilities related to Fosters interests in its Fijian beverage operations, Fosters Group Pacic Limited, were presented
asheld for sale, and the disposal group presented within Asia Pacic. The Fijian beverage operations were disposed of on 7 September 2012.
a. Assets of disposal group classied as held for sale
2013
US$m
2012
US$m
Goodwill 13 29
Intangible assets 2
Property, plant and equipment 5 27
Inventories 3 18
Trade and other receivables 5
23 79
b. Liabilities of disposal group classied as held for sale
2013
US$m
2012
US$m
Borrowings 1
Trade and other payables 3
Provisions 1
Deferred tax liabilities 1 2
1 7
19. Trade and other payables
2013
US$m
2012
1
US$m
Trade payables 1,236 1,262
Accruals 873 1,076
Deferred income 9 14
Containers in the hands of customers 504 449
Amounts owed to associates 150 42
Amounts owed to joint ventures trade 14 17
Deferred consideration for acquisitions 10 12
Excise duty payable 363 383
VAT and other taxes payable 239 248
Other payables 738 736
Total trade and other payables 4,136 4,239
Analysed as:
Current
Trade payables 1,236 1,262
Accruals 873 1,076
Deferred income 5 6
Containers in the hands of customers 504 449
Amounts owed to associates trade 50 42
Amounts owed to joint ventures trade 14 17
Excise duty payable 363 383
VAT and other taxes payable 239 248
4,004 4,127
Non-current
Deferred income 4 8
Amounts owed to associates 100
132 112
1
20. Deferred taxation
The movement on the net deferred tax liability is shown below.
2013
US$m
2012
1
US$m
At 1 April 3,602 2,394
Exchange adjustments (45) 52
Acquisitions through business combinations (see note 29) 1 1,270
Disposals (26)
Transfers to current tax (17)
Charged to the income statement (23) 57
Deferred tax on items charged to other comprehensive loss:
Financial instruments (6) (30)
Actuarial gains and losses (28) (71)
At 31 March 3,436 3,602
1
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20. Deferred taxation continued
The movements in deferred tax assets and liabilities (after offsetting of balances as permitted by IAS 12) during the year are shown below.
Fixed asset
allowances
US$m
Pensions
and post-
retirement
benet
provisions
US$m
Intangibles
US$m
Financial
instruments
US$m
Investment in
MillerCoors
joint venture
US$m
Other timing
differences
US$m
Total
US$m
Deferred tax liabilities
At 1 April 2011 711 (16) 1,187 (48) 748 (4) 2,578
Exchange adjustments (34) (1) 95 (13) 47
Acquisitions through business combinations (36) 1,600 5 (297) 1,272
Disposals (49) (2) (4) (55)
Transfers to current tax 1 (16) (15)
Transfers to/(from) deferred tax assets 2 (23) (21)
Transfers to disposal group classied as held for sale (2) (2)
Charged/(credited) to the income statement 112 5 (62) 37 (51) 41
Deferred tax on items charged to other
comprehensiveloss:
Financial instruments (1) (29) (30)
Actuarial gains and losses (2) (69) (71)
At 31 March 2012
1
707 (14) 2,818 (46) 687 (433) 3,719
Exchange adjustments (51) 2 2 (47)
Acquisitions through business combinations 1 1
Transfers from deferred tax assets (11) (14) (25)
Transfers to disposal group classied as held for sale (1) (1)
Charged/(credited) to the income statement 104 22 (125) (2) 44 (85) (42)
Deferred tax on items charged/(credited) to other
comprehensiveloss:
Financial instruments 1 (7) (6)
Actuarial gains and losses (6) (22) (28)
At 31 March 2013 685 2 2,695 (47) 702 (530) 3,507
1
Fixed asset
allowances
US$m
Provisions
and
accruals
US$m
Other timing
differences
US$m
Total
US$m
Deferred tax assets
At 1 April 2011 60 124 184
Exchange adjustments 1 (1) (5) (5)
Acquisitions through business combinations 2 2
Disposals (4) (7) (18) (29)
Transfers to current tax 2 2
Rate change 1 (1)
Transfers from/(to) deferred tax liabilities 2 (1) (22) (21)
(Charged)/credited to the income statement (1) 5 (20) (16)
At 31 March 2012 57 60 117
Exchange adjustments (1) (1) (2)
Transfers (to)/from deferred tax liabilities (11) (20) 6 (25)
Charged to the income statement (4) (2) (13) (19)
At 31 March 2013 (15) 34 52 71
20. Deferred taxation continued
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and the deferred tax assets and liabilities
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an
intention to settle the balances on a net basis.
The deferred tax asset arises due to timing differences in Europe, Africa, Asia Pacic, and Latin America and, in the prior year, also Corporate.
Given both recent and forecast trading, the directors are of the opinion that the level of prots in the foreseeable future is more likely than not
tobe sufcient to recover these assets.
Deferred tax liabilities of US$3,449 million (2012: US$3,662 million, restated) are expected to fall due after more than one year.
Deferred tax assets of US$52 million (2012: US$71 million) are expected to be recovered after more than one year.
2013
US$m
2012
US$m
Unrecognised deferred tax assets
Deferred tax assets have not been recognised in respect of the following items:
Tax losses 345 161
Tax credits 1,318 242
Depreciation in excess of capital allowances 16 13
Other deductible temporary differences 60 107
1,768 548
Deferred tax assets in respect of tax losses are not recognised unless there is convincing evidence that there will be sufcient prots in future
years to recover the assets. A signicant part of the tax losses arises in the UK and the value has been calculated at the substantively enacted
rate of 23%. It has been announced that the rate will fall to 20% commencing 1 April 2015. The impact of this reduction is not anticipated to
have a material impact on the nancial statements. The tax losses do not expire.
Deferred tax assets in respect of tax credits arising which are carried forward for offset against future prots are not recognised unless there
isabsolute certainty that future prots will arise. US$968 million (2012: US$242 million) of such tax credits expire within 10 years.
Deferred tax is recognised on the unremitted earnings of overseas subsidiaries where there is an intention to distribute those reserves.
Adeferred tax liability of US$16 million (2012: US$37 million) has been recognised. A deferred tax liability of US$80 million (2012: US$51 million)
has also been recognised in respect of unremitted prots of associates where a dividend policy is not in place. No deferred tax has been
recognised on unremitted earnings of overseas subsidiaries where the group is able to control the timing of the reversal of these differences
and it is not probable that they will not reverse in the foreseeable future. Similarly no tax is provided where there are plans to remit overseas
earnings of subsidiaries but it is not expected that such distributions will give rise to a tax liability.
As a result of UK legislation which largely exempts overseas dividends from tax, the temporary differences arising on unremitted prots are
unlikely to lead to additional corporate taxes. However, remittance to the UK of those earnings may still result in a tax liability, principally as
aresult of withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate.

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21. Borrowings
2013
US$m
2012
US$m
Current
Secured
Overdrafts 9 10
Obligations under nance leases 8 5
Other secured loans 5 6
22 21
Unsecured
US$1,100 million 5.5% Notes due 2013
1,2,3,4
1,111
COP338,520 million IPC + 7.5% Ordinary Bonds due 2013
5
200
US$550 million 5.7% Notes due 2014
1,2,4,6
570
ZAR1,600 million 9.935% Notes due 2012
2,7
209
5
220
Other unsecured loans 363 484
Overdrafts 203 128
2,447 1,041
Total current borrowings 2,469 1,062
The fair value of current borrowings equals the carrying amount, as the impact of discounting is not signicant.
1
The notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the make-whole amount.
2
The notes are redeemable in whole but not in part at the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest
to the date of redemption.
3
On 13 August 2003 Miller Brewing Company issued US$1,100 million, 5.5% Guaranteed Notes due August 2013. Since 1 July 2008 SABMiller plc has been the sole obligor of the notes.
4
On 11 June 2012 SABMiller Holdings Inc entered into a contingent guarantee of the obligations of SABMiller plc in respect of these Notes and certain of its other present and future
external borrowings. The guarantee takes effect upon the occurrence of certain insolvency events in relation to SABMiller plc.
5
With effect from 31 March 2011 98.7% of the 2012 bonds and 97.4% of the 2013 bonds issued by Bavaria SA have been guaranteed by SABMiller plc.
6
On 17 July 2008 SABMiller plc issued US$550 million, 5.7% Notes due January 2014.
7
On 19 July 2007 SABSA Holdings (Pty) Ltd issued ZAR1,600 million, 9.935% Notes due July 2012. The notes were issued under the ZAR4,000 million (increased to ZAR6,000 million
on24December 2008) Domestic Medium Term Note Programme established on 17 July 2007 and guaranteed by SABMiller plc.
21. Borrowings continued
2013
US$m
2012
US$m
Non-current
Secured
Other secured loans 4 12
31 28
Unsecured
ZAR1,000 million 7.125% Notes due 2018
1,2
108
1,000 million 1.875% Notes due 2020
2,3,4
1,275
2,4,5
1,004 1,000
2,4,5
2,020 1,993
2,4,5
2,506 2,483
2,4,5
1,485 1,484
2,4,6,7
1,124
2,7,8
1,317 1,367
2,4,7,9
440 416
2,4,7,10
937 960
2,4,7,11
588
2,4,7,11
792 811
PEN150 million 6.75% Notes due 2015
2,7,12
59 56
2,4,13
312 335
2,4,14
762 730
2,15
364 383
2,4,14
344 358
16
396 391
16
330 320
16
205
US$521 million (2012: US$2,169 million) unsecured loan due December 2014
17
523 2,180
US$624 million (2012: US$750 million) unsecured loan due September 2016
17
621 744
Other unsecured loans 453 208
16,048 18,136
Total non-current borrowings 16,079 18,164
Total current and non-current borrowings 18,548 19,226
Analysed as:
Borrowings 18,301 19,067
Overdrafts 212 138
18,548 19,226
The fair value of non-current borrowings is US$16,679 million (2012: US$18,821 million). The fair values are based on a combination of market
quoted prices and cash ows discounted using prevailing interest rates.
1
On 28 March 2013 SABSA Holdings Ltd issued ZAR1,000 million, 7.125% Notes due March 2018. The notes were issued under the ZAR6,000 million Domestic Medium Term Note
Programme established on 13 December 2012 and guaranteed by SABMiller plc.
2
The notes are redeemable in whole but not in part at the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest
to the date of redemption.
3
On 6 December 2012 SABMiller Holdings Inc issued 1,000 million, 1.875% Notes due January 2020. The notes were issued under the SABMiller Holdings Inc US$3,000 million
EuroMedium Term Note Programme guaranteed by SABMiller plc.
4
The notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the make-whole amount.
5
On 17 January 2012 SABMiller Holdings Inc issued US$1,000 million, 1.85% Notes due January 2015, US$2,000 million, 2.45% Notes due January 2017, US$2,500 million, 3.75% Notes
due January 2022 and US$1,500 million, 4.95% Notes due January 2042, guaranteed by SABMiller plc.
6
On 13 August 2003 Miller Brewing Company issued US$1,100 million, 5.5% Guaranteed Notes due August 2013. Since 1 July 2008 SABMiller plc has been the sole obligor of the notes.
7
On 11 June 2012 SABMiller Holdings Inc entered into a contingent guarantee of the obligations of SABMiller plc in respect of these Notes and certain of its other present and future
external borrowings. The guarantee takes effect upon the occurrence of certain insolvency events in relation to SABMiller plc.
8
On 17 July 2009 SABMiller plc issued 1,000 million, 4.5% Notes due January 2015. The notes were issued under the SABMiller plc US$5,000 million Euro Medium Term Note
Programme.
9
On 13 August 2003 SABMiller plc issued US$300 million, 6.625% Guaranteed Notes due August 2033. Since 10 September 2010 the principal and interest in respect of the notes has not
been guaranteed.
10
On 5 July 2006 SABMiller plc issued US$850 million, 6.5% Notes due July 2016.
11
On 17 July 2008 SABMiller plc issued US$550 million, 5.7% Notes due January 2014 and US$700 million, 6.5% Notes due July 2018.
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21. Borrowings continued
12
On 19 March 2010 SABMiller plc issued PEN150 million, 6.75% Notes due March 2015.
13
On 5 October 2004 Fosters Finance Corp issued US$300 million, 4.875% Notes due October 2014, guaranteed by Fosters Group Pty Ltd.
14
On 28 June 2005 FBG Finance Ltd issued US$700 million, 5.125% Notes due June 2015 and US$300 million, 5.875% Notes due June 2035, guaranteed by Fosters Group Pty Ltd.
15
On 3 June 1996 FBG Finance Ltd issued US$300 million, 7.875% Notes due June 2016, guaranteed by Fosters Group Pty Ltd.
16
With effect from 31 March 2011 85.5% of the 2014 bonds, 94.0% of the 2015 bonds and 97.4% of the 2013 bonds, all issued by Bavaria SA, have been guaranteed by SABMiller plc.
17
On 9 September 2011 the group entered into US$12,500 million, multicurrency committed syndicated facilities primarily for the purpose of acquiring Fosters. By31 March 2013
US$10,855 million (2012: US$9,081 million) of this facility had been voluntarily cancelled. Of the remaining US$1,645 million (2012: US$3,419million) facility, US$500 million
(2012:US$500million) is a revolving credit facility and undrawn.
Undrawn borrowing facilities
The group had the following undrawn committed borrowing facilities available at 31 March in respect of which all conditions precedent had
been met at that date.
2013
US$m
2012
US$m
Amounts expiring:
Within one year 281 774
Between one and two years 17 12
Between two and ve years 554 788
In ve years or more 2,500 2,236
3,352 3,810
In April 2011 the group entered into a ve-year US$2,500 million committed syndicated revolving credit facility, with the option of two one-year
extensions. In March 2013 the maturity of this facility was extended to April 2018. The contingent guarantee referred to in footnote 7 on
page 127 extends to the obligations of SABMiller plc in respect of this facility.
Maturity of obligations under nance leases
Obligations under nance leases are as follows.
2013
US$m
2012
US$m
The minimum lease payments under nance leases fall due as follows.
Within one year 9 6
Between one and ve years 24 17
In ve years or more 10
43 23
Future nance charges (8) (2)
Present value of nance lease liabilities 35 21
Maturity of non-current nancial liabilities
The maturity prole of the carrying amount of the groups non-current nancial liabilities at 31 March was as follows.
Borrowings
and
overdrafts
US$m
Finance
leases
US$m
Net derivative
nancial
assets
1
(note 23)
US$m
2013
Total
US$m
Borrowings
and
overdrafts
US$m
Finance
leases
US$m
Net derivative
nancial
assets
1
(note 23)
US$m
2012
Total
US$m
Amounts falling due:
Between one and two years 4,173 7 (45) 4,135 1,964 2 (8) 1,958
Between two and ve years 5,031 15 (235) 4,811 10,605 14 (356) 10,263
In ve years or more 6,848 5 (303) 6,550 5,579 (254) 5,325
16,052 27 (583) 15,496 18,148 16 (618) 17,546
1
Net borrowings-related derivative nancial instruments only.
22. Financial risk factors
Financial risk management
Overview
In the normal course of business, the group is exposed to the following nancial risks:
Market risk
Credit risk
Liquidity risk
This note explains the groups exposure to each of the above risks, aided by quantitative disclosures included throughout these consolidated
nancial statements, and it summarises the policies and processes that are in place to measure and manage the risks arising, including those
related to the management of capital.
The directors are ultimately responsible for the establishment and oversight of the groups risk management framework. An essential part of
this framework is the role undertaken by the audit committee of the board, supported by the internal audit function, and by the chief nancial
ofcer, who in this regard is supported by the treasury committee and the group treasury function. Among other responsibilities, the audit
committee reviews the internal control environment and risk management systems within the group and it reports its activities to the board.
Theboard also receives a quarterly report on treasury activities, including conrmation of compliance with treasury risk management policies.
The group treasury function is responsible for the management of cash, borrowings and the nancial risks arising in relation to interest rates
and foreign exchange rates. The responsibility for the management of commodities exposures lies with the procurement functions within the
group, including SABMiller Procurement GmbH (SABMiller Procurement, formerly Trinity Procurement GmbH), the groups centralised
procurement function. Risk management ofkey brewing and packaging materials has now been substantially transferred to SABMiller
Procurement. Some of the risk management strategies include the use of derivatives, principally in the form of forward foreign currency
contracts, cross currency swaps, interest rate swaps and exchange-traded futures contracts, in order to manage the currency, interest rate
and commodities exposures arising from the groups operations. The group also purchases call options where these provide a cost-effective
hedging alternative and, where they form part of an option collar strategy, the group also sells put options to reduce or eliminate the cost of
purchased options. It is the policy of the group that no trading in nancial instruments be undertaken.
The groups treasury policies are established to identify and analyse the nancial risks faced by the group, to set appropriate risk limits and
controls and to monitor exposures and adherence to limits.
a. Market risk
(i) Foreign exchange risk
The group is subject to exposure on the translation of the foreign currency denominated net assets of subsidiaries, associates and joint
ventures into the groups US dollar reporting currency. The group seeks to mitigate this exposure, where cost effective, by borrowing in the
same currencies as the functional currencies of its main operating units or by achieving the same effect through the use of forward foreign
exchange contracts and currency swaps. An approximate nominal value of US$4,589 million of US dollar borrowings and 351 million of
euroborrowings (2012: US$4,429 million of US dollar borrowings and 255 million of euro borrowings) have been swapped into currencies
thatmatch the currency of the underlying operations of the group, including South African rand, Peruvian nuevo sol, Czech koruna, Polish
zloty,Australian dollar and Colombian peso. Of these nancial derivatives US$2,882 million and 351 million (2012: US$2,406 million and
255million) are accounted for as net investment hedges and US$1,300 million (2012: US$1,600 million) are accounted for as fair value hedges.
The group does not hedge currency exposures from the translation of prots earned in foreign currency subsidiaries, associates and
jointventures.
The group is also exposed to transactional currency risk on sales and purchases that are denominated in a currency other than the respective
functional currencies of group entities. These exposures are presently managed locally by group entities which, subject to regulatory
constraints or currency market limitations, hedge a proportion of their foreign currency exposure estimated to arise over a period of up to
18months. Committed transactional exposures that are certain are hedged fully without limitation in time. The group principally uses forward
exchange contracts to hedge currency risk.
The tables below set out the groups currency exposures from nancial assets and liabilities held by group companies in currencies other than
their functional currencies and resulting in exchange movements in the income statement and balance sheet.
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22. Financial risk factors continued
US dollars
US$m
SA
rand
US$m
Australian
dollars
US$m
Euro
US$m
Other
European
currencies
US$m
Latin
American
currencies
US$m
Other
US$m
Total
US$m
Financial assets
Trade and other receivables 21 135 3 36 134 165 21 515
Derivative nancial instruments 2,023 61 1,034 352 3,470
Cash and cash equivalents 25 2 8 16 9 2 62
Intra-group assets 190 8 115 1,062 802 2 2,179
At 31 March 2013 2,259 206 118 2,140 1,304 174 25 6,226
Potential impact on earnings (loss)/gain
20% increase in functional currency (305) (26) (20) (200) (160) (29) (4) (744)
20% decrease in functional currency 365 31 24 240 192 35 5 892
Potential impact on other comprehensive income
(loss)/gain
20% increase in functional currency (72) (8) (157) (57) (294)
20% decrease in functional currency 86 10 188 69 353
Financial liabilities
Trade and other payables (260) (47) (19) (143) (415) (215) (5) (1,104)
Derivative nancial instruments
1
(58) (565) (1,331) (431) (1,023) (428) (3,836)
Borrowings (1,533) (521) (2,557) (9) (58) (113) (4,791)
Intra-group liabilities (45) (41) (400) (103) (114) (1) (704)
At 31 March 2013 (1,896) (653) (2,271) (3,234) (1,561) (701) (119) (10,435)
Potential impact on earnings gain/(loss)
20% increase in functional currency 316 17 70 200 90 36 20 749
20% decrease in functional currency (379) (20) (84) (240) (108) (43) (24) (898)
gain/(loss)
20% increase in functional currency 92 309 339 171 81 992
20% decrease in functional currency (110) (370) (407) (205) (97) (1,189)
1
These represent the notional amounts of derivative nancial instruments.
US dollars
US$m
SA
rand
US$m
Australian
dollars
US$m
Euro
US$m
Other
European
currencies
US$m
Latin
American
currencies
US$m
Other
US$m
Total
US$m
Financial assets
Trade and other receivables 25 130 4 46 155 61 421
Derivative nancial instruments 2,273 40 543 231 21 3,108
Cash and cash equivalents 50 7 1 22 5 2 21 108
Intra-group assets 278 63 17 1,080 323 3 1,764
At 31 March 2012 2,626 240 22 1,691 714 2 106 5,401
Potential impact on earnings (loss)/gain
20% increase in functional currency (345) (40) (4) (211) (81) (15) (696)
20% decrease in functional currency 414 47 4 254 97 19 835
(loss)/gain
20% increase in functional currency (93) (1) (71) (39) (2) (206)
20% decrease in functional currency 111 1 85 46 2 245
Trade and other payables (160) (54) (18) (159) (384) (19) (21) (815)
Derivative nancial instruments
1
(236) (492) (1,035) (121) (709) (510) (3,103)
Borrowings (1,692) (2,069) (1,381) (56) (62) (5,260)
Intra-group liabilities (8) (79) (278) (159) (189) (2) (715)
At 31 March 2012 (2,096) (625) (3,400) (1,820) (1,282) (585) (85) (9,893)
Potential impact on earnings gain/(loss)
20% increase in functional currency 349 22 49 287 95 3 15 820
20% decrease in functional currency (419) (27) (59) (344) (115) (4) (16) (984)
gain/(loss)
20% increase in functional currency 82 517 17 118 95 829
20% decrease in functional currency (98) (621) (20) (142) (113) (994)
1
These represent the notional amounts of derivative nancial instruments.
Foreign currency sensitivity analysis
Currency risks arise on account of nancial instruments being denominated in a currency that is not the functional currency and being of a
monetary nature.
The group holds foreign currency cash ow hedges totalling US$1,317 million at 31 March 2013 (2012: US$1,224 million). The foreign exchange
gains or losses on these contracts are recorded in the cash ow hedging reserve until the hedged transactions occur, at which time the
respective gains and losses are transferred to inventory, property, plant and equipment, goodwill or to the income statement as appropriate.
The group holds net investment hedges totalling US$5,937 million at 31 March 2013 (2012: US$5,312 million). The foreign exchange gains or
losses on these contracts are recorded in the net investment hedging reserve and partially offset the foreign currency translation risk on the
groups foreign currency net assets.
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(ii) Interest rate risk
As at 31 March 2013 46% (2012: 43%) of consolidated gross borrowings were in xed rates taking into account interest rate swaps and forward
rate agreements.
The groups policy is to borrow (directly or synthetically) in oating rates, reecting the fact that oating rates are generally lower than xed rates
in the medium term. However, a minimum of 25% of consolidated net borrowings is required to be in xed rates for a minimum duration of
12months and the extent to which group borrowings may be in oating rates is restricted to the lower of 75% of consolidated net borrowings
and that amount of net borrowings in oating rates that with a 1% increase in interest rates would increase nance costs by an amount equal
to(but not more than) 1.20% of adjusted EBITDA. The policy excludes any ination-linked debt, where there will be a natural hedge within
business operations, and also excludes borrowings arising from acquisitions in the previous six months.
Exposure to movements in interest rates in group borrowings is managed through interest rate swaps and forward rate agreements. As at
31March 2013 on a policy adjusted basis, 56% (2012: 50%) of consolidated net borrowings were in xed rates. The impact of a 1% rise in
interest rates on borrowings in oating rates would be equivalent to 1.01% (2012: 0.44%) of adjusted EBITDA.
The cash ow interest rate risk sensitivities on variable debt and interest rate swaps were.
US dollars
US$m
SA
rand
US$m
Australian
dollars
US$m
Euro
US$m
Other
European
currencies
US$m
Colombian
peso
US$m
Other
US$m
Total
US$m
At 31 March 2013
Net debt
1
11,745 148 523 2,539 (19) 884 557 16,377
Less: xed rate debt (11,085) (108) (2,592) (265) (14,050)
Variable rate debt 660 40 523 (53) (19) 884 292 2,327
Adjust for:
Financial derivatives 2,662 152 1,017 934 558 5,323
Net variable rate debt exposure 3,322 192 1,540 881 539 884 292 7,650
+/- 100 bps change
Potential impact on earnings 34 2 16 9 5 9 3 78
+/- 100 bps change
Potential impact on other
comprehensive income 8 8
At 31 March 2012
Net debt
1
13,141 192 2,226 1,359 (34) 1,148 450 18,482
Less: xed rate debt (12,665) (1,367) (282) (14,314)
Variable rate debt 476 192 2,226 (8) (34) 1,148 168 4,168
Adjust for:
Financial derivatives 3,692 183 1,083 885 139 5,982
Net variable rate debt exposure 4,168 375 3,309 877 105 1,148 168 10,150
+/- 100 bps change
Potential impact on earnings 42 4 34 9 1 12 2 104
+/- 100 bps change
Potential impact on other
comprehensive income 12 12
1
Excluding net borrowings-related derivative instruments.
Fair value sensitivity analysis for xed income instruments
Changes in the market interest rates of non-derivative nancial instruments with xed interest rates only affect income if these are measured at
their fair value. As such, all nancial instruments with xed rates of interest that are accounted for at amortised cost are not subject to interest
rate risk as dened in IFRS 7.
The group holds derivative contracts with a nominal value of US$6,704 million as at 31 March 2013 (2012: US$6,217 million) which are
designated as fair value hedges. In the case of these instruments and the underlying xed rate bonds, changes in the fair values of the hedged
item and the hedging instrument attributable to interest rate movements net off almost completely in the income statement in the same period.
Cash ow sensitivity analysis for variable rate instruments
A change of 100 bps in interest rates at the reporting date would have increased/(decreased) other comprehensive income and the income
statement by the amounts shown above. This analysis assumes all other variables, in particular foreign currency rates, remain constant.
Theanalysis was performed on the same basis for 2012.
Interest rate proles of nancial liabilities
The following table sets out the contractual repricing included within the underlying borrowings (excluding net borrowings-related derivatives)
exposed to either xed interest rates or oating interest rates and revises this for the repricing effect of interest rate and cross currency swaps.
2013 2012
Total
borrowings
US$m
Effect of
derivatives
US$m
Total
exposure
US$m
Total
borrowings
US$m
Effect of
derivatives
US$m
Total
exposure
US$m
Repricing due:
Within one year 4,823 5,515 10,338 5,138 5,981 11,119
Between one and two years 1,375 (946) 429 1,712 (900) 812
Between two and ve years 5,508 (2,816) 2,692 6,824 (3,874) 2,950
In ve years or more 6,842 (1,753) 5,089 5,552 (1,207) 4,345
Total interest bearing 18,548 18,548 19,226 19,226
Analysed as:
Fixed rate interest 14,050 (5,515) 8,535 14,314 (5,981) 8,333
Floating rate interest 4,498 5,515 10,013 4,912 5,981 10,893
Total interest bearing 18,548 18,548 19,226 19,226
(iii) Price risk
Commodity price risk
The group is exposed to variability in the price of commodities used in the production or in the packaging of nished products, such as the
price of malt, barley, sugar and aluminium. Commodity price risk is managed within minimum and maximum guard rails principally through
multi-year xed price contracts with suppliers and, where appropriate, derivative contracts. The group hedges a proportion of commodity
supply and price risk for a period of up to ve years. Where derivative contracts are used the group manages exposures principally through
exchange-traded futures, forwards and swaps.
At 31 March 2013 the notional value of commodity derivatives amounted to US$89 million (2012: US$36 million). No sensitivity analysis has
been provided on these outstanding contracts as the impact is considered to be immaterial.
Equity securities price risk
The group is exposed to equity securities price risk because of investments held by the group and classied on the balance sheet as available
for sale investments. No sensitivity analysis has been provided on these outstanding contracts as the impact is considered to be immaterial.
b. Credit risk
Credit risk is the risk of nancial loss to the group if a customer or counterparty to a nancial instrument fails to meet its contractual obligations.
Financial instruments
The group limits its exposure to nancial institutions by setting credit limits on a sliding scale based on their credit ratings and generally dealing
only with counterparties with a minimum credit rating of BBB- by Standard & Poors and Baa3 from Moodys. For banks with a lower credit
rating, or with no international credit rating, a maximum limit of US$5 million is applied, unless specic approval is obtained from either the chief
nancial ofcer or the audit committee of the board. The utilisation of credit limits is regularly monitored. To reduce credit exposures, the group
has ISDA Master Agreements with most of its counterparties for nancial derivatives, which permit net settlement of assets and liabilities in
certain circumstances.
Trade and other receivables
There is no signicant concentration of credit risk with respect to trade receivables as the group has a large number of customers which are
internationally dispersed. The type of customers range from wholesalers and distributors to smaller retailers. The group has implemented
policies that require appropriate credit checks on potential customers before sales commence. Credit risk is managed by limiting the
aggregateamount of exposure to any one counterparty.
The group considers its maximum credit risk to be US$5,052 million (2012: US$3,705 million, as restated) which is the total of the groups
nancial assets.
c. Liquidity risk
Liquidity risk is the risk that the group will not be able to meet its nancial obligations as they fall due.
The group nances its operations through cash generated by the business and a mixture of short-term and medium-term bank credit facilities,
bank loans, corporate bonds and commercial paper with a range of maturity dates. In this way, the group ensures that it is not overly reliant on
any particular liquidity source or that maturities of borrowings sourced in this way are not overly concentrated.
Subsidiaries have access to local bank credit facilities, but are principally funded by the group.
At 31 March 2013 the group had the following core lines of credit that were available for general corporate purposes.
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SABMiller plc:
US$2,500 million committed syndicated revolving credit facility, which is due to expire in April 2018.
SABMiller Holdings Inc:
US$500 million revolving credit facility, which is due to expire in September 2016.
Liquidity risk faced by the group is mitigated by having diverse sources of nance available to it and by maintaining substantial unutilised
banking facilities and reserve borrowing capacity, as indicated by the level of undrawn facilities.
As at 31 March 2013 the borrowing capacity under committed bank facilities amounted to US$3,352 million (2012: US$3,810 million).
The table below analyses the groups nancial liabilities which will be settled on a net basis into relevant maturity groupings based on the
remaining period at the balance sheet date to the contractual settlement date. The amounts disclosed in the table are the contractual
undiscounted cash ows. The amounts disclosed for nancial guarantee contracts represent the maximum possible cash outows for
guarantees provided in respect of associates bank facilities, which would only be payable upon the occurrence of certain default events.
Should such events occur, certain remedies are available that could mitigate the impact. Balances due within 12 months equal their carrying
balances as the impact of discounting is not signicant.
Less than
1 year
US$m
Between
1 and 2
years
US$m
Between
2 and 5
years
US$m
Over
5 years
US$m
At 31 March 2013
Borrowings (3,466) (4,468) (5,881) (9,407)
Derivative nancial instruments (11) (13) (13)
Trade and other payables (3,391) (119)
Financial guarantee contracts (234)
At 31 March 2012
Borrowings (1,803) (2,904) (11,763) (8,361)
Derivative nancial instruments (18) 16 (11) (35)
Trade and other payables
1
(3,489) (95) (7) (4)
Financial guarantee contracts (174)
1
The table below analyses the groups derivative nancial instruments which will be settled on a gross basis into relevant maturity groupings
based on the remaining period at the balance sheet date to the contractual settlement date. The amounts disclosed in the table are the
contractual undiscounted cash ows. Balances due within 12 months equal their carrying balances as the impact of discounting is not
signicant. Forward foreign currency swaps have been included for the rst time in the table below for the year ended 31 March 2013,
alongwith the comparative for the prior year.
Less than
1 year
US$m
Between
1 and 2
years
US$m
Between
2 and 5
years
US$m
Over
5 years
US$m
At 31 March 2013
Forward foreign currency swaps
Outow (2,944) (43)
Inow 2,982 43
Forward foreign exchange contracts
Outow (1,308) (63)
Inow 1,306 63
Cross currency swaps
Outow (325) (466) (1,730) (874)
Inow 332 451 1,816 864
At 31 March 2012
Forward foreign currency swaps
Outow (2,492) (87)
Inow 2,527 82
Forward foreign exchange contracts
Outow (399) (12)
Inow 401 12
Outow (278) (346) (1,686) (866)
Inow 216 331 1,637 877
Capital management
The capital structure of the group consists of net debt (see note 27c) and shareholders equity.
The groups policy is to maintain a strong capital base so as to maintain investor, creditor and market condence and to sustain future
development of the business.
Besides the minimum capitalisation rules that may apply to subsidiaries in different countries, the groups only externally imposed capital
requirement relates to the groups core lines of credit which include a net debt to EBITDA nancial covenant which was complied with
throughout the year.
The group monitors its nancial capacity and credit ratings by reference to a number of key nancial ratios and cash ow metrics including net debt
toadjusted EBITDA and interest cover. These provide a framework within which the groups capital base is managed including dividend policy.
If the group fails to meet the nancial targets required by the ratings agencies, a credit rating downgrade could impact the average interest rate
of borrowings of the group and the future availability of credit to the group.
The group is currently rated Baa1/stable outlook by Moodys Investors Service and BBB+/positive outlook by Standard & Poors Ratings Services.
Fair value estimation
The following table presents the groups nancial assets and liabilities that are measured at fair value.
Level 1
US$m
Level 2
US$m
Level 3
US$m
Total
US$m
At 31 March 2013
Assets
Derivative nancial instruments 843 843
Available for sale investments 10 12 22
Total assets 853 12 865
Liabilities
Derivative nancial instruments (86) (86)
Total liabilities (86) (86)
At 31 March 2012
Assets
Available for sale investments 1 18 12 31
Total assets 1 774 12 787
Liabilities
Total liabilities (109) (109)
The levels of the fair value hierarchy and its application to the groups nancial assets and liabilities are described below.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities:
The fair value of nancial instruments traded in active markets is based on quoted market prices at the balance sheet date. A market is
regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or
regulatory agency, and those prices represent actual and regularly occurring market transactions on an arms length basis. The quoted
marketprice used for nancial assets held by the group is the current bid price.
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived
fromprices):
The fair values of nancial instruments that are not traded in an active market (for example, over the counter derivatives or infrequently traded
listed investments) are determined by using valuation techniques. These valuation techniques maximise the use of observable market data
where it is available and rely as little as possible on entity specic estimates. If all signicant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
Level 3: Inputs for the asset or liability that are not based on observable market data:
Specic valuation techniques, such as discounted cash ow analysis, are used to determine fair value of the remaining nancial instruments.
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The following table presents the changes in level 3 instruments for the years ended 31 March.
Available for sale
investments
2013
US$m
2012
US$m
At 1 April 12 15
Disposals (2)
At 31 March 12 12
23. Derivative nancial instruments
Current derivative nancial instruments
2013 2012
Assets
US$m
Liabilities
US$m
Assets
US$m
Liabilities
US$m
Embedded derivatives 1 (1)
Interest rate swaps on borrowings
1
25 (4)
Forward foreign currency contracts on operating items 11 (13) 7 (13)
Forward foreign currency contracts on borrowings
1
26 (1) 14 (12)
Forward foreign currency contracts designated as cash ow hedges 1 (12) 3 (12)
Cross currency swaps on borrowings
1
47
Commodity contracts designated as cash ow hedges (4) (2)
111 (34) 24 (40)
1
Borrowings-related derivative nancial instruments amounting to a net asset of US$93 million (2012: US$2 million).
Non-current derivative nancial instruments
2013 2012
Assets
US$m
Liabilities
US$m
Assets
US$m
Liabilities
US$m
Interest rate swaps designated as fair value hedges
1
428 (13) 394 (18)
Interest rate swaps designated as cash ow hedges
1
(10) (4)
Interest rate swaps on borrowings
1
(11) 55 (9)
Forward foreign currency contracts on borrowings
1
5 5
Forward foreign currency contracts on operating items designated as net investment hedges 32 (14) 42 (21)
Forward foreign currency contracts on borrowings designated as net investment hedges
1
4 (2) (10)
Cross currency swaps on borrowings
1
45 74
Cross currency swaps designated as cash ow hedges
1
59 18
Cross currency swaps designated as fair value hedges
1
78 113
Cross currency swaps designated as net investment hedges 81 31 (7)
Commodity contracts designated as cash ow hedges (2)
732 (52) 732 (69)
1
Borrowings-related derivative nancial instruments amounting to a net asset of US$583 million (2012: US$618 million).
Derivatives designated as hedging instruments
The group has entered into several interest rate swaps to pay oating and receive xed interest which have been designated as fair value
hedges to hedge exposure to changes in the fair value of its US dollar and euro xed rate borrowings. Borrowings are designated as the
hedged item as part of the fair value hedge. The borrowings and the interest rate swaps have the same critical terms.
As at 31 March 2013 the notional amount of the US dollar interest rate swaps was US$4,250 million (2012: US$3,950 million). The xed interest
rates received vary from 1.85% to 6.625% (2012: 1.85% to 6.625%) and the oating interest rates paid vary from LIBOR plus 47.2 bps to LIBOR
plus 177.8 bps (2012: LIBOR plus 71.6 bps to LIBOR plus 177.8 bps) on the notional amount.
As at 31 March 2013 the notional amount of the euro interest rate swaps was 900 million (2012: 500 million). The xed interest rates received
are 1.875% to 4.5% (2012: 4.5%) and oating interest rates paid vary from EURIBOR plus 71 bps to EURIBOR plus 178 bps (2012: EURIBOR
plus 177 bps to EURIBOR plus 178 bps) on the notional amount.
23. Derivative nancial instruments continued
The group has entered into interest rate swaps and cross currency interest rate swaps, the cumulative effect of which is to receive xed US
dollar interest and pay Australian dollar oating interest, and to convert the prole of the US dollar borrowings into Australian dollars. These
swaps have been designated as a combination of fair value and cash ow hedges to hedge the exposure of the Australian operations to
changes in the fair value of the US dollar borrowings.
As at 31 March 2013 the notional amount of the interest rate swaps was US$300 million (2012: US$600 million). The xed interest rates
received are 7.875% (2012: 4.875% to 7.875%) and the oating interest rates paid vary from LIBOR plus 69.2 bps to LIBOR plus 72.8 bps
(2012:LIBOR plus 47 bps to LIBOR plus 73 bps) on the notional amount.
The notional amount of the cross currency interest rate swaps was US$1,300 million (2012: US$1,600 million). These were:
US$1,000 million (2012: US$1,000 million) received US dollar xed rate interest varying from 5.125% to 5.875% (2012: 5.125% to 5.875%)
andpaid oating Australian dollar interest with rates varying from Australian bank bills plus 268 bps to Australian bank bills plus 410 bps
(2012: Australian bank bills plus 268 bps to Australian bank bills plus 410 bps); and
US$300 million (2012: US$600 million) received oating US dollar interest with rates of LIBOR plus 71 bps (2012: LIBOR plus 47 bps to
LIBOR plus 71 bps) and paid oating Australian dollar interest with rates of Australian bank bills plus 117 bps (2012: Austral ian bank bills
plus87 bps to Australian bank bills plus 117 bps).
As at 31 March 2013 the carrying value of the hedged borrowings was US$7,202 million (2012: US$6,827 million).
(ii) Cash ow hedges
The group has entered into Australian dollar interest rate swaps designated as cash ow hedges to manage the interest rate on borrowings.
The notional amount of these interest rate swaps was US$521 million equivalent (2012: US$515 million). The fair value of these interest rate
swaps was a liability of US$10 million (2012: US$4 million). The xed interest rate paid varies from 4.27% to 4.38% (2012: 4.27% to 4.38%) and
the oating rates received are Australian bank bills plus zero bps (2012: Australian bank bills plus zero bps). As at 31 March 2013 the carrying
value of the hedged borrowings was US$523 million (2012: US$535 million).
The group has entered into forward exchange contracts designated as cash ow hedges to manage short-term foreign currency exposures
to expected net operating costs including future trade imports and exports. As at 31 March 2013 the notional amounts of these contracts
were 383 million, US$432 million, GBP144 million, Swiss franc (CHF) 70 million, ZAR464 million and CZK674 million (2012: 317 million,
US$557 million, GBP128 million, CHF15 million, ZAR405 million and CZK12 million).
The group has entered into commodity contracts designated as cash ow hedges to manage the future price of commodities. As at 31 March
2013 the notional amount of forward contracts for the purchase price of corn was US$13 million (2012: US$3 million), the notional amount of
forward contracts for the purchase price of aluminium was US$75 million (2012: US$33 million) and the notional amount of forward contracts
for the purchase price of sugar was US$1 million (2012: US$nil).
The following table indicates the period in which the cash ows associated with derivatives that are cash ow hedges are expected to occur
and impact the income statement.
Carrying
amount
US$m
Expected
cash ows
US$m
Less than
1 year
US$m
Between 1
and 2 years
US$m
Between 2
and 5 years
US$m
At 31 March 2013
Interest rate swaps:
Liabilities (10) (10) (4) (6)
Forward foreign currency contracts:
Assets 1 1 1
Liabilities (12) (12) (12)
Commodity contracts:
Liabilities (6) (8) (4) (3) (1)
(27) (29) (19) (9) (1)
At 31 March 2012
Interest rate swaps:
Liabilities (4) (4) (1) (2) (1)
Assets 3 4 4
Commodity contracts:
(15) (15) (12) (2) (1)
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(iii) Hedges of net investments in foreign operations
The group has entered into several forward foreign currency contracts and cross currency swaps which it has designated as hedges of net
investments in its foreign subsidiaries in South Africa, Australia, the Czech Republic, Poland, Colombia and Peru to hedge the groups
exposure to foreign exchange risk on these investments. Net gains relating to forward foreign currency contracts and cross currency swaps
ofUS$63 million (2012: losses of US$1 million) have been recognised in other comprehensive income.
Analysis of notional amounts on nancial instruments designated as net investment hedges:
2013
m
2012
m
SA rand 3,681 2,374
Czech koruna 5,575 6,825
Peruvian nuevo sol 480 631
Australian dollar 1,000 1,000
Colombian peso 445,500 490,476
Cross currency swaps:
SA rand 1,404 1,404
Australian dollar 277
Czech koruna 7,600
Standalone derivative nancial instruments
(i) Forward foreign currency contracts
The group has entered into forward foreign currency contracts to manage short-term foreign currency exposures to expected future trade
imports and exports. These derivatives are fair valued based on discounted future cash ows with gains and losses taken to the income
statement. As at 31 March 2013 the notional amounts of these contracts were 32 million, US$61 million and ZAR28 million (2012: 91 million,
US$150 million and ZAR37 million).
The group has entered into forward foreign currency contracts to manage foreign currency exposures on intercompany loan balances. These
derivatives are fair valued based on discounted future cash ows with gains and losses taken to the income statement. As at 31 March 2013
the notional amounts of these contracts were US$108 million, 3 million, GBP31 million, Romanian lei (RON) 454 million, PLN863 million,
CHF34 million, ZAR251 million, CZK6,340 million, AUD415 million and Hungarian forints (HUF)14,500 million (2012: US$110 million, 60million,
GBP34 million, RON196 million, PLN189 million, CHF15 million, ZAR632 million, CZK1,425 million and AUD209 million).
(ii) Cross currency swaps
The group has entered into cross currency swaps to manage foreign currency exposures on intercompany loan balances. These derivatives are
fair valued based on discounted future cash ows with gains and losses taken to the income statement. As at 31 March 2013 the notional
amounts of these contracts were 317 million (2012: 317 million).
Fair value gain on nancial instruments recognised in the income statement
2013
US$m
2012
US$m
Derivative nancial instruments:
Interest rate swaps 8 (8)
Interest rate swaps designated as fair value hedges (7) 104
Forward foreign currency contracts 12 76
Forward foreign currency contracts designated as fair value hedges 3 8
Cross currency swaps 19 27
Cross currency swaps designated as net investment hedges (4)
Other fair value gains 18 30
53 233
Other nancial instruments:
Non-current borrowings designated as the hedged item in a fair value hedge 7 (104)
Total fair value gain on nancial instruments recognised in the income statement 60 129
Fair value gains or losses on borrowings, derivative nancial instruments held to hedge interest rate risk on borrowings and derivative nancial
instruments acquired to hedge the risks of the Fosters acquisition were recognised as part of net nance costs. Fair value gains or losses on
allother derivative nancial instruments are recognised in operating prot.
Reconciliation of total nancial instruments
The table below reconciles the groups accounting categorisation of nancial assets and liabilities (based on initial recognition) to the classes of
assets and liabilities as shown on the face of the balance sheet.
Fair value
through
income
statement
US$m
Loans and
receivables
US$m
Available
for sale
US$m
Financial
liabilities
held at
amortised
cost
US$m
Not
categorised
as a nancial
instrument
US$m
Total
US$m
Non-
current
US$m
Current
US$m
At 31 March 2013
Assets
Available for sale investments 22 22 22
Derivative nancial instruments 843 843 732 111
Trade and other receivables 1,916 295 2,211 144 2,067
Cash and cash equivalents 2,171 2,171 2,171
Liabilities
Derivative nancial instruments (86) (86) (52) (34)
Borrowings (18,548) (18,548) (16,079) (2,469)
Trade and other payables (3,524) (612) (4,136) (132) (4,004)
At 31 March 2012
1
Assets
Available for sale investments 31 31 30 1
Derivative nancial instruments 756 756 732 24
Trade and other receivables 2,073 267 2,340 136 2,204
Cash and cash equivalents 745 745 745
Liabilities
Derivative nancial instruments (109) (109) (69) (40)
Borrowings (19,226) (19,226) (18,164) (1,062)
Trade and other payables (3,594) (645) (4,239) (112) (4,127)
1
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24. Provisions
Demerged
entities and
litigation
US$m
Post-
retirement
benets
US$m
Taxation-
related
US$m
Restructuring
US$m
Payroll-
related
US$m
Onerous
contracts
US$m
Other
US$m
Total
US$m
At 1 April 2011 94 310 302 70 46 7 44 873
Exchange adjustments (2) (1) (2) 2 7 2 6
Acquisitions through business
combinations 34 1 37 160 29 211 26 498
Disposals (1) (10) (1) (9) (21)
Charged/(credited) to the income statement
Additional provision in year 4 28 3 23 17 2 37 114
Unused amounts reversed (10) (54) (1) (1) (66)
Utilised in the year (7) (28) (26) (31) (14) (13) (20) (139)
Actuarial losses recorded in other
comprehensive loss 9 9
Transfers to disposal group classied as
held for sale (1) (1)
Transfer between categories 3 5 4 (4) (8)
At 31 March 2012
1
125 309 265 217 71 214 72 1,273
Exchange adjustments (4) (16) (3) (1) (3) 1 (1) (27)
Charged/(credited) to the income statement
Additional provision in year 1 30 21 19 14 2 18 105
Unused amounts reversed (25) (5) (1) (31)
Utilised in the year (4) (43) (7) (110) (13) (56) (19) (252)
Actuarial losses recorded in other
comprehensive loss 21 21
Transfer from current tax liabilities 7 7
Transfer between categories 7 (10) (6) 9 (1) 1
At 31 March 2013 125 301 248 114 78 160 70 1,096
2013
US$m
2012
US$m
Analysed as:
Current 558 704
Non-current 538 569
1,096 1,273
1
Demerged entities and litigation
During the year ended 31 March 1998 the group recognised a provision of US$73 million for the disposal of certain demerged entities
inrelation to equity injections which were not regarded as recoverable, as well as potential liabilities arising on warranties and the sale
agreements. During the year ended 31 March 2013 US$1 million (2012: US$2 million) of this provision was utilised in regard to costs associated
with SAB Ltds previously disposed of remaining retail interests. The residual balance of US$10 million relates mainly to the disposal of OK
Bazaars (1929) Ltd to Shoprite Holdings Ltd (Shoprite). As disclosed in previous annual reports, a number of claims were made by Shoprite in
relation to the valuation of the net assets of OK Bazaars at the time of the sale and for alleged breaches by SAB Ltd of warranties contained in
the sale agreements. These claims are being contested by SAB Ltd.
There are US$115 million (2012: US$90 million) of provisions in respect of outstanding litigation within various operations, based on
managements expectation that the outcomes of these disputes are expected to be resolved within the forthcoming ve years.
While provision for all claims has already been made, the actual outcome of the disputes and the timing of the resolution cannot be estimated
by the directors at this time. The further information ordinarily required by IAS 37, Provisions, contingent liabilities and contingent assets has
not been disclosed on the grounds that it can be expected to seriously prejudice the outcome of the disputes.
Post-retirement benets
The provision for post-retirement benets represents the provision for medical benets for retired employees and their dependants in South
Africa, for post-retirement medical and life insurance benets for eligible employees and their dependants in North America and Europe,
medical and other benets in Latin America, and pension provisions for employees in North America, Latin America, Europe, Africa and
AsiaPacic. The principal assumptions on which these provisions are based are disclosed in note 31.
24. Provisions continued
Taxation-related
The group has recognised various provisions in relation to taxation exposures it believes may arise. The provisions principally relate to
non-corporate taxation and interest and penalties on corporate taxation in respect of a number of group companies. Any settlement in
respectof these amounts will occur as and when the assessments are nalised with the respective tax authorities.
Restructuring
This includes the remaining provision for restructuring costs related to Europe which management expects to be utilised within four years, and
provisions for costs related to pre-existing demerger costs and demerger warranties in Fosters in Australia which are expected to be utilised
within one year.
Payroll-related
This principally relates to employee long service awards of US$17 million (2012: US$19million) within South Africa and US$3 mi llion
(2012:US$15 million) within Latin America, which are expected to be utilised over time when service awards fall due. Payroll-related provisions
also include US$37 million (2012: US$32 million, restated) within Asia Pacic relating to employee entitlement provisions, and US$18 million
(2012: US$4 million) of cash-settled share-based payment provisions within Corporate which are expected to be utilised within one year.
Onerous contracts
This includes provisions for unfavourable supply contracts for malt, glass, aluminium cans and concentrated fruit juice for non-alcoholic
beverages, as well as provisions for surplus property leases in Australia which management expects to be utilised within seven years.
Other provisions
Included within other provisions are environmental provisions and other provisions. These are primarily expected to be utilised within four years.
25. Share capital
2013
US$m
2012
US$m
Group and company
Called up, allotted and fully paid share capital
1,669,731,799 ordinary shares of 10 US cents each (2012: 1,664,323,483) 167 166
50,000 deferred shares of 1.00 each (2012: 50,000)
167 166
Ordinary
shares of
10 US cents
each
Deferred
shares of
1 each
Nominal
value
US$m
At 1 April 2011 1,659,040,014 50,000 166
Issue of shares share incentive plans 5,283,469
At 31 March 2012 1,664,323,483 50,000 166
Issue of shares share incentive plans 5,408,316 1
At 31 March 2013 1,669,731,799 50,000 167
Changes to authorised share capital
With effect from 1 October 2009 the company adopted new articles of association which removed any previous limit on the authorised share
capital. Directors are still limited as to the number of shares they can at any time allot because allotment authority continues to be required
under the Companies Act 2006, save in respect of employee share plans.
Changes to issued share capital
During the year the company issued 5,408,316 (2012: 5,283,469) new ordinary shares of 10 US cents to satisfy the exercise of options granted
under the various share incentive plans, for consideration of US$102 million (2012: US$96 million).
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25. Share capital continued
Rights and restrictions relating to share capital
Convertible participating shares
Altria is entitled to require the company to convert its ordinary shares into convertible participating shares so as to ensure that Altrias voting
shareholding does not exceed 24.99% of the total voting shareholding.
If such an event occurs, the convertible participating shares will rank pari passu with the ordinary shares in all respects and no action shall
betaken by the company in relation to ordinary shares unless the same action is taken in respect of the convertible participating shares. On
distribution of the prots (whether by cash dividend, dividend in specie, scrip dividend, capitalisation issue or otherwise), the convertible
participating shares will rank pari passu with the ordinary shares. On a return of capital (whether winding-up or otherwise), the convertible
participating shares will rank pari passu with the ordinary shares.
Altria is entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of one-tenth of a vote for
every convertible participating share on all resolutions other than a resolution:
(i) proposed by any person other than Altria, to wind-up the company;
(ii) proposed by any person other than Altria, to appoint an administrator or to approve any arrangement with the companys creditors;
(iii) proposed by the board, to sell all or substantially all of the undertaking of the company; or
(iv) proposed by any person other than Altria, to alter any of the class rights attaching to the convertible participating shares or to approve the
creation of any new class of shares,
in which case Altria shall be entitled on a poll to vote on the resolution on the basis of one vote for each convertible participating share, but,
for the purposes of any resolution other than a resolution mentioned in (iv) above, the convertible participating shares shall be treated as
being of the same class as the ordinary shares and no separate meeting or resolution of the holders of the convertible participating shares
shall be required to be convened or passed.
Upon a transfer of convertible participating shares by Altria other than to an afliate, such convertible participating shares shall convert into
ordinary shares.
Altria is entitled to require the company to convert its convertible participating shares into ordinary shares if:
(i) a third party has made a takeover offer for the company and (if such offer becomes or is declared unconditional in all respects) it would
result in the voting shareholding of the third party being more than 30% of the total voting shareholding; and
(ii) Altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer, provided
that the conversion date shall be no earlier than the date on which the third partys offer becomes or is declared unconditional in all
respects.
Altria is entitled to require the company to convert its convertible participating shares into ordinary shares if the voting shareholding of a third
party should be more than 24.99%, provided that:
(i) the number of ordinary shares held by Altria following such conversion shall be limited to one ordinary share more than the number of
ordinary shares held by the third party; and
(ii) such conversion shall at no time result in Altrias voting shareholding being equal to or greater than the voting sharehol ding which would
require Altria to make a mandatory offer in terms of rule 9 of the City Code.
If Altria wishes to acquire additional ordinary shares (other than pursuant to a pre-emptive issue of new ordinary shares or with the prior
approval of the board), Altria shall rst convert into ordinary shares the lesser of:
(i) such number of convertible participating shares as would result in Altrias voting shareholding being such percentage as would, in the event
of Altria subsequently acquiring one additional ordinary share, require Altria to make a mandatory offer in terms of rule 9 of the City Code;
and
(ii) all of its remaining convertible participating shares.
The company must use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating shares
areadmitted to the Ofcial List and to trading on the London Stock Exchanges market for listed securities, admitted to listing and trading on
the JSE Ltd, and admitted to listing and trading on any other stock exchange upon which the ordinary shares are from time to time listed
andtraded, but no admission to listing or trading need be sought for the convertible participating shares whilst they remain convertible
participating shares.
Deferred shares
The deferred shares do not carry any voting rights and do not entitle their holders to receive any dividends or other distributions. In the event of
a winding-up deferred shareholders would receive no more than the nominal value. Deferred shares represent the only non-equity share capital
of the group.
Share-based payments
The group operates various share incentive plans. The share incentives outstanding are summarised as follows.
Scheme
2013
Number
2012
Number
GBP share options 17,809,920 16,622,334
ZAR share options 12,939,245 13,024,503
GBP stock appreciation rights (SARs) 1,955,529 2,820,144
GBP performance share awards 7,505,723 6,880,114
GBP value share awards 11,721,564 6,877,784
GBP cash settled awards 335,940
Total share incentives outstanding
1
51,931,981 46,560,819
1
Total share incentives outstanding exclude shares relating to the BBBEE scheme.
Further details relating to all of the share incentive schemes can be found in the directors remuneration report on pages 66 to 85.
The exercise prices of incentives outstanding at 31 March 2013 ranged from 0 to 28.28 and ZAR53.30 to ZAR401.06 (2012: 0 to 25.48
and ZAR53.30 to ZAR290.23). The movement in share awards outstanding is summarised in the following tables.
GBP share options
GBP share options include share options granted under the Executive Share Option Plan 2008, the Approved Executive Share Option Plan
2008, the Executive Share Option (No.2) Scheme, the Approved Executive Share Option Scheme and the International Employee Share
Scheme. No further grants can be made under the now closed Executive Share Option (No.2) Scheme, the Approved Executive Share Option
Scheme, or the International Employee Share Scheme; although outstanding grants may still be exercised until they reach their expiry date.
Number
of options
Weighted
average
exercise
price
GBP
Weighted
average fair
value at
grant date
GBP
Outstanding at 1 April 2011 15,088,057 13.46
Granted 4,417,346 22.51 6.47
Lapsed (679,700) 18.88
Exercised (2,203,369) 11.44
Outstanding at 31 March 2012 16,622,334 15.91
Granted 4,637,730 24.01 5.85
Lapsed (583,250) 20.28
Exercised (2,866,894) 12.52
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ZAR share options
Share options designated in ZAR include share options granted under the South African Executive Share Option Plan 2008 and the Mirror
Executive Share Purchase Scheme (South Africa). No further grants can be made under the Mirror Executive Share Purchase Scheme
(SouthAfrica) although outstanding grants may still be exercised until they reach their expiry date.
Number
of options
Weighted
average
exercise
price
ZAR
Weighted
average fair
value at
grant date
ZAR
Granted 2,943,373 283.07 105.43
Lapsed (524,849) 218.17
Exercised (3,080,100) 138.30
Granted 2,912,565 381.88 134.46
Lapsed (456,401) 263.02
Exercised (2,541,422) 154.55
GBP SARs
GBP SARs include stock appreciation rights granted under the Stock Appreciation Rights Plan 2008 and the International Employee Stock
Appreciation Rights Scheme. No further grants can be made under the now closed International Employee Stock Appreciation Rights Scheme,
although outstanding grants may still be exercised until they reach their expiry date.
Number
of SARs
Weighted
average
exercise
price
GBP
Weighted
average fair
value at
grant date
GBP
Granted 64,900 22.50 6.47
Lapsed (26,583) 11.44
Exercised (793,543) 8.85
Granted 60,600 23.95 5.81
Lapsed (9,600) 15.94
Exercised (915,615) 8.66
GBP performance share awards
GBP performance share awards include awards made under the Executive Share Award Plan 2008, the Performance Share Award Scheme
and the International Performance Share Award Sub-Scheme. No further awards can be made under the Performance Share Award Scheme
and the International Performance Share Award Sub-Scheme, although outstanding awards remain and will vest, subject to the achievement
oftheir respective performance conditions on their vesting date.
Number
of awards
Weighted
average
exercise
price
GBP
Weighted
average fair
value at
grant date
GBP
Outstanding at 1 April 2011 7,364,124
Granted 2,208,640 20.46
Lapsed (278,760)
Released to participants (2,413,890)
Outstanding at 31 March 2012 6,880,114
Granted 3,471,222 22.32
Lapsed (254,284)
Released to participants (2,591,329)
Outstanding at 31 March 2013 7,505,723
GBP value share awards
The 4,843,780 (2012: 4,034,340) value share awards granted during the year ended 31 March 2013 represent the theoretical maximum number
of awards that could possibly vest in the future, although in practice it is extremely unlikely that this number of awards would be released.
Number of
value shares
(per 10 million of
additional value)
Theoretical
maximum
shares at cap
Weighted
average
exercise price
GBP
Weighted
average fair
value at
grant date
GBP
Outstanding at 1 April 2011 1,022 3,168,200
Granted 1,205 4,034,340 7.27
Lapsed (97) (324,756)
Outstanding at 31 March 2012 2,130 6,877,784
Granted 1,270 4,843,780 7.02
Outstanding at 31 March 2013 3,400 11,721,564
GBP cash-settled awards
GBP share incentives included under the Associated Companies Cash Award Plan 2011.
Number
of awards
Weighted
average
exercise
price
GBP
Weighted
average fair
value at
grant date
GBP
Outstanding at 1 April 2011
Granted 335,940 20.35
Outstanding at 31 March 2012 335,940
Released to participants (335,940)
Outstanding at 31 March 2013
Outstanding share incentives
The following table summarises information about share incentives outstanding at 31 March.
Range of exercise prices
Number
2013
Weighted
average
remaining
contractual
life in years
2013
Number
2012
Weighted
average
remaining
contractual
life in years
2012
GBP share options
4 5 204,850 1.0
5 6 9,000 0.6 73,418 1.6
6 7 356,310 1.1 401,993 2.1
8 9 452,944 2.1 622,494 3.1
9 10 78,275 5.6 78,275 6.6
10 11 942,994 3.4 1,097,744 4.4
11 12 1,117,686 4.1 1,456,403 5.1
12 13 3,311,385 5.7 4,781,927 6.8
17 18 17,200 6.6 28,700 7.6
19 20 3,072,050 7.2 3,603,984 8.2
20 21 46,950 7.7 66,950 8.7
22 23 3,872,096 8.2 4,185,596 9.2
23 24 4,443,930 9.2
25 26 20,000 8.7 20,000 9.7
28 29 69,100 9.7
17,809,920 7.0 16,622,334 7.1
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Range of exercise prices
Number
2013
Weighted
average
remaining
contractual
life in years
2013
Number
2012
Weighted
average
remaining
contractual
life in years
2012
ZAR share options
R50 R60 7,500 0.1 172,932 1.1
R60 R70 49,900 0.6 229,400 1.2
R70 R80 40,500 1.1 68,500 2.1
R80 R90 10,000 0.2
R90 R100 363,507 2.0 519,607 3.0
R110 R120 40,000 3.4
R120 R130 527,300 2.9 757,940 3.9
R140 R150 931,600 5.3 1,292,300 6.3
R150 R160 426,100 6.0 629,600 7.0
R160 R170 362,150 4.1 461,100 5.1
R180 R190 1,041,100 4.9 1,377,700 5.9
R210 R220 1,665,750 6.8 2,455,350 7.8
R220 R230 1,985,700 7.7 2,140,000 8.7
R250 R260 519,600 8.2 542,400 9.2
R290 R300 2,155,793 8.7 2,327,674 9.7
R310 R320 625,850 9.2
R400 R410 2,236,895 9.7
12,939,245 7.2 13,024,503 7.2
GBP SARs
4 5 219,168 1.1
6 7 243,734 1.1 344,018 2.1
8 9 299,010 2.1 460,085 3.1
9 10 2,275 5.6 9,100 6.6
10 11 384,784 3.1 522,934 4.1
11 12 485,283 4.1 651,500 5.1
12 13 355,943 5.3 481,839 6.3
13 14 12,400 4.6 16,700 5.6
19 20 49,900 7.2 49,900 8.2
22 23 61,600 8.2 64,900 9.2
23 24 60,600 8.2
1,955,529 3.8 2,820,144 4.3
GBP performance share awards
0 7,505,723 1.5 6,880,114 1.1
GBP value share awards
0 11,721,564 2.6 6,877,784 3.0
GBP cash-settled awards
0 335,940 1.0
Total share incentives outstanding 51,931,981 5.1 46,560,819 5.4
Exercisable share incentives
The following table summarises information about exercisable share incentives outstanding at 31 March.
Number
2013
Weighted
average
exercise
price
2013
Number
2012
Weighted
average
exercise
price
2012
GBP share options 5,792,390 11.27 5,103,986 10.46
ZAR share options 4,915,057 164.84 5,004,479 140.97
GBP SARs 1,783,429 10.35 2,705,344 9.80
Share incentives exercised or vested
The weighted average market price of the groups shares at the date of exercise or vesting for share incentives exercised or vested during the
year were:
Number
2013
Weighted
average market
price
2013
Number
2012
Weighted
average market
price
2012
Share incentives designated in GBP 6,709,778 26.81 5,410,802 23.01
Share incentives designated in ZAR 2,541,422 385.70 3,080,100 278.19
Total share incentives exercised or vested during the year 9,251,200 8,490,902
Broad-Based Black Economic Empowerment (BBBEE) scheme
On 9 June 2010 the initial allocation of participation rights was made in relation to the BBBEE scheme in South Africa. A total of 46.2 million
new shares in The South African Breweries (Pty) Limited (SAB), representing 8.45% of SABs enlarged issued share capital, were issued. The
shares in SAB will be exchanged at the end of the estimated ten-year scheme term for shares in SABMiller plc based on a repurchase formula
linked, inter alia, to the operating performance of SAB. No performance conditions and exercise prices are attached to these shares, although
the employee component has a four-year vesting period. The weighted average fair value of each SAB share at the grant date was ZAR40.
Weighted average fair value assumptions
The fair value of services received in return for share awards granted is measured by reference to the fair value of share awards granted. The
estimate of the fair value of the services received is measured based on a binomial model approach except for the awards under Performance
Share Award schemes, the Executive Share Award Plan 2008 (including value share awards) and the BBBEE scheme which have been valued
using Monte Carlo simulations, and awards under the cash settled scheme which have been valued based on an analytic approach.
The Monte Carlo simulation methodology is necessary for valuing share-based payments with TSR performance hurdles. This is achieved by
projecting SABMiller plcs share price forwards, together with those of companies in the same comparator group, over the vesting period and/
or life of the awards after considering their respective volatilities.
The following weighted average assumptions were used in these option pricing models during the year.
2013 2012
Share price
1
South African share option scheme (ZAR) 379.21 280.49
All other schemes () 23.76 22.33
Exercise price
1
South African share option scheme (ZAR) 381.88 283.07
All other schemes () 8.71 9.35
Expected volatility (all schemes)
2
(%)

26.1 23.1
Dividend yield (all schemes) (%) 2.4 2.3
Annual forfeiture rate
South African share option scheme (%) 5.0 5.0
All other schemes (%) 3.0 3.0
Risk-free interest rate
South African share option scheme (%) 7.3 7.9
All other schemes (%) 1.0 2.3
1
The calculation is based on the weighted fair value of issues made during the year.
2
Expected volatility is calculated by assessing the historical share price data in the United Kingdom and South Africa since May 2002.
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26. Retained earnings and other reserves
a. Retained earnings
Treasury and
EBT shares
US$m
Retained
earnings
US$m
Total
US$m
At 1 April 2011 (657) 9,648 8,991
Other comprehensive loss (119) (119)
Actuarial losses taken to other comprehensive loss (9) (9)
Share of associates and joint ventures other comprehensive loss (181) (181)
Deferred tax credit on items taken to other comprehensive loss 71 71
Dividends paid (1,324) (1,324)
Dilution of non-controlling interests as a result of business combinations (5) (5)
Payment for purchase of own shares for share trusts (52) (52)
Buyout of non-controlling interests (7) (7)
Utilisation of EBT shares 48 (48)
Credit entry relating to share-based payments 158 158
At 31 March 2012 (661) 12,524 11,863
Other comprehensive loss (46) (46)
Actuarial losses taken to other comprehensive loss (21) (21)
Deferred tax credit on items taken to other comprehensive loss 28 28
Payment for purchase of own shares for share trusts (53) (53)
At 31 March 2013 (643) 14,353 13,710
The groups retained earnings includes amounts of US$734 million (2012: US$709 million), the distribution of which is limited by statutory or
other restrictions.
Treasury and EBT shares reserve
On 26 February 2009 77,368,338 SABMiller plc non-voting convertible shares were converted into ordinary shares and then acquired by the
company to be held as treasury shares. While the purchase price for each share was 10.54, the whole amount of the consideration was paid
between group companies. On 15 February 2010, 5,300,000 of these treasury shares were transferred to the EBT for nil consideration. On 26
March 2013 an additional 4,600,000 treasury shares were transferred to the EBT at no gain or loss to the group. These shares wi ll be used to
satisfy awards outstanding under the various share incentive plans. As at 31 March 2013 a total of 67,468,338 shares (2012: 72,068,338) were
held in treasury.
There are two employee benet trusts currently in operation, being the SABMiller Employees Benet Trust (the EBT) and the SABMiller
Associated Companies Employees Benet Trust (the AC-EBT). The EBT holds shares in SABMiller plc for the purposes of the various share
incentive plans, further details of which are disclosed in the directors remuneration report. At 31 March 2013 the EBT held 8,339,106 shares
(2012: 5,605,746 shares) which cost US$126 million (2012: US$98 million) and had a market value of US$438 million (2012: US$225 million).
These shares have been treated as a deduction in arriving at shareholders funds. The EBT used funds provided by SABMiller plc to purchase
such of the shares as were purchased in the market. The costs of funding and administering the scheme are charged to the income statement
in the period to which they relate.
The AC-EBT holds shares in SABMiller plc for the purposes of providing share incentives for employees of companies in which SABMiller has a
signicant economic and strategic interest but over which it does not have management control. Further details on the AC-EBT are disclosed in
the directors remuneration report. At 31 March 2013 the AC-EBT held no (2012: 335,940) shares which cost US$nil (2012: US$11 million) and
had a market value of US$nil (2012: US$13 million). These shares have been treated as a deduction in arriving at shareholders funds. The
AC-EBT used funds provided by Gardwell Ltd, a wholly owned indirect subsidiary of SABMiller plc, to purchase the shares. The costs of
funding and administering the scheme are charged to the income statement in the period to which they relate.
Shares currently held in each EBT rank pari passu with all other ordinary shares, but in both cases the trustees have elected to waive dividends
and to decline from voting shares, except in circumstances where they may be holding shares benecially owned by a participant. There were
no benecially owned shares in either EBT as at 31 March 2013 (2012: nil).
26. Retained earnings and other reserves continued
b. Other reserves
The analysis of other reserves is as follows.
Foreign
currency
translation
reserve
US$m
Cash ow
hedging
reserve
US$m
Net
investment
hedging
reserve
US$m
Available
for sale
reserve
US$m
Total
US$m
At 1 April 2011 2,183 35 (340) 3 1,881
Currency translation differences 137 137
Net investment hedges (1) (1)
Cash ow hedges 6 6
Deferred tax on items taken to other comprehensive loss 30 30
At 31 March 2012 2,320 (4) (341) 3 1,978
Currency translation differences (696) (696)
Net investment hedges 63 63
Cash ow hedges (5) (5)
Available for sale investments (1) (1)
Deferred tax on items taken to other comprehensive loss 6 6
Share of associates and joint ventures other comprehensive (loss)/income (23) 6 (17)
At 31 March 2013 1,624 (26) (278) 8 1,328
Foreign currency translation reserve
The foreign currency translation reserve comprises all translation exchange differences arising on the retranslation of opening net assets
together with differences between income statements translated at average and closing rates.
27a. Reconciliation of prot for the year to net cash generated from operations
2013
US$m
2012
US$m
Taxation 1,201 1,126
Share of post-tax results of associates and joint ventures (1,244) (1,152)
Finance income (682) (531)
Finance costs 1,417 1,093
Operating prot 4,203 5,013
Depreciation:
Property, plant and equipment 641 672
Containers 226 237
Container breakages, shrinkages and write-offs 38 34
Prot on disposal of businesses (79) (1,258)
Prot on disposal of investment in associate (103)
Gain on dilution of investment in associate (4)
Amortisation of intangible assets 450 273
Impairment of working capital balances 31 16
Amortisation of advances to customers 45 24
Unrealised net gain from fair value hedges (20)
Dividends received from other investments (1) (1)
Charge with respect to share options 184 132
Charge with respect to Broad-Based Black Economic Empowerment scheme 17 29
Other non-cash movements (56) 12
Net cash generated from operations before working capital movements (EBITDA) 5,758 4,979
Increase in inventories (14) (45)
Increase in trade and other receivables (107) (25)
Increase in trade and other payables 82 374
Decrease in provisions (177) (46)
Increase in post-retirement benet provisions 12
Net cash generated from operations 5,554 5,237
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27a. Reconciliation of prot for the year to net cash generated from operations
continued
Prot for the year and cash generated from operations before working capital movements includes cash ows relating to exceptional items of
US$191 million (2012: US$308 million), comprising US$140 million (2012: US$228 million) in respect of business capability programme costs,
US$51 million (2012: US$50 million) in respect of integration and restructuring costs, US$nil (2012: US$72 million) in respect of transaction-
related costs, partially offset by US$nil (2012: US$42 million) in respect of a litigation-related credit.
The following table provides a reconciliation of EBITDA to adjusted EBITDA.
2013
US$m
2012
US$m
EBITDA 5,758 4,979
Cash exceptional items 191 308
Dividends received from MillerCoors 886 896
Adjusted EBITDA 6,835 6,183
27b. Reconciliation of net cash generated from operating activities to free cash ow
2013
US$m
2012
US$m
Net cash generated from operating activities 4,101 3,937
Purchase of property, plant and equipment (1,335) (1,473)
Proceeds from sale of property, plant and equipment 30 116
Purchase of intangible assets (144) (166)
Proceeds from sale of intangible assets 4
Investments in joint ventures (272) (288)
Investments in associates (23)
Repayment of investments by associates 14
Dividends received from joint ventures 886 896
Dividends received from associates 113 120
Dividends received from other investments 1 1
Dividends paid to non-controlling interests (131) (109)
Free cash ow 3,230 3,048
27c. Analysis of net debt
Cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash ow statement as follows.
2013
US$m
2012
US$m
Cash and cash equivalents (balance sheet) 2,171 745
Overdrafts (212) (138)
Overdrafts of disposal group classied as held for sale (1)
Cash and cash equivalents (cash ow statement) 1,959 606
27c. Analysis of net debt continued
Net debt is analysed as follows.
Cash and
cash
equivalents
(excluding
overdrafts)
US$m
Overdrafts
US$m
Borrowings
US$m
Derivative
nancial
instruments
US$m
Finance
leases
US$m
Total
gross
borrowings
US$m
Net
debt
US$m
At 1 April 2011 1,071 (258) (8,193) 298 (9) (8,162) (7,091)
Exchange adjustments 10 (49) (38) 9 (78) (68)
Cash ow (246) 157 (8,861) (43) 5 (8,742) (8,988)
Acquisitions through business combinations 12 (1,844) 259 (2) (1,587) (1,575)
Disposals (102) 11 98 109 7
Other movements (229) 97 (15) (147) (147)
At 31 March 2012 745 (139) (19,067) 620 (21) (18,607) (17,862)
Exchange adjustments (83) 32 131 1 164 81
Cash ow 1,512 (105) 560 4 6 465 1,977
Disposals (3) (3)
Other movements 75 52 (21) 106 106
At 31 March 2013 2,171 (212) (18,301) 676 (35) (17,872) (15,701)
27d. Major non-cash transactions
2013
Major non-cash transactions in the year included the following.
The additional prot realised on the disposal in the prior year of the groups Angolan operations in Africa.
2012
Major non-cash transactions in the year included the following.
The disposal of the groups Angolan operations, Coca-Cola Bottling Luanda SARL, Coca-Cola Bottling Sul de Angola SARL, Empresa De
Cervejas NGola Norte SA, and its interest in Empresa de Cervejas NGola SARL, in Africa in exchange for a 27.5% interest in BIH Angola.
The contribution of the groups Russian beer business, SABMiller RUS LLC, and Ukrainian beer business, PJSC Miller Brands Ukraine, to
Anadolu Efes in exchange for a 24% economic interest in the enlarged Anadolu Efes group.
The remeasurement of the groups existing 50% interest in the Pacic Beverages joint venture to fair value on the acquisition of the
remaining50% interest.
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28. Restatement of the balance sheet at 31 March 2012
The initial accounting under IFRS 3, Business Combinations, for the Fosters, the Pacic Beverages and the International Breweries
acquisitions had not been completed as at 31 March 2012. During the year ended 31 March 2013 adjustments to provisional fair values
inrespect of these acquisitions were made. As a result comparative information for the year ended 31 March 2012 has been presented in
theconsolidated nancial statements as if the adjustments to provisional fair values had been made from the respective transaction dates.
Thefair value exercises in respect of these acquisitions are now complete.
The following table reconciles the impact on the balance sheet reported as at 31 March 2012 to the comparative balance sheet presented in
the consolidated nancial statements. No material adjustments to the income statement for the year ended 31 March 2012 have been required
as a result of the adjustments to provisional fair values.
At 31 March
2012
US$m
Adjustments
to provisional
fair values
US$m
At 31 March
2012
As restated
US$m
Assets
Non-current assets
Goodwill 20,128 43 20,171
Intangible assets 9,901 57 9,958
Property, plant and equipment 9,299 (137) 9,162
Investments in joint ventures 5,520 5,520
Investments in associates 4,946 126 5,072
Trade and other receivables 136 136
Deferred tax assets 117 117
Loan participation deposit 100 100
50,909 89 50,998
Current assets
Inventories 1,255 (7) 1,248
Trade and other receivables 2,156 48 2,204
Current tax assets 482 147 629
Cash and cash equivalents 745 745
4,663 188 4,851
Assets of disposal group classied as held for sale 79 79
4,742 188 4,930
Total assets 55,651 277 55,928
Liabilities
Current liabilities
Borrowings (1,062) (1,062)
Trade and other payables (4,054) (73) (4,127)
Current tax liabilities (910) (413) (1,323)
Provisions (717) 13 (704)
(6,783) (473) (7,256)
Liabilities of disposal group classied as held for sale (7) (7)
(6,790) (473) (7,263)
Non-current liabilities
Borrowings (18,164) (18,164)
Trade and other payables (112) (112)
Deferred tax liabilities (3,917) 198 (3,719)
Provisions (586) 17 (569)
(22,848) 215 (22,633)
Total liabilities (29,638) (258) (29,896)
Net assets 26,013 19 26,032
Total equity 26,013 19 26,032
29. Acquisitions and disposals
The group completed the acquisition of a 60% interest in Darbrew Limited in Tanzania in March 2013 for total cash consideration of
US$6million. The business combination has been accounted for using the acquisition method. The residual value over the net assets
acquiredis recognised as goodwill of US$3 million in the nancial statements.
Disposals
On 7 September 2012 the group completed the disposal of Fosters interests in its Fijian beverage operations, Fosters Group Pacic Limited,
and on 28 September 2012 the group completed the disposal of Fosters soft drink assets, both to Coca-Cola Amatil Limited (CCA). There was
no gain or loss on disposal.
30. Commitments, contingencies and guarantees
a. Operating lease commitments
The minimum lease rentals to be paid under non-cancellable leases at 31 March are as follows.
2013
US$m
2012
US$m
Land and buildings
Later than one year and less than ve years 152 171
After ve years 33 42
250 278
Plant, vehicles and systems
Later than one year and less than ve years 129 126
After ve years 91 87
274 268
b. Other commitments
2013
US$m
2012
US$m
Capital commitments not provided in the nancial information
Contracts placed for future expenditure for property, plant and equipment 239 277
Contracts placed for future expenditure for intangible assets 3 1
Share of capital commitments of joint ventures 48 44
Other commitments not provided in the nancial information
Contracts placed for future expenditure 2,632 3,164
Share of joint ventures other commitments 379 512
Contracts placed for future expenditure in 2013 primarily relate to minimum purchase commitments for raw materials and packaging materials,
which are principally due between 2013 and 2019. Additionally, as part of the business capability programme the group has entered into
contracts for the provision of IT, communications and consultancy services and in relation to which the group had commitments of
US$120million at 31 March 2013 (2012: US$193 million).
The groups share of joint ventures other commitments primarily relate to MillerCoors various long-term non-cancellable adver tising and
promotion commitments.
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30. Commitments, contingencies and guarantees continued
c. Contingent liabilities and guarantees
2013
US$m
2012
US$m
Guarantees to third parties provided in respect of trade loans
1
2 4
Share of joint ventures contingent liabilities 4
Litigation
2
15 23
Other contingent liabilities 2 9
19 40
1
Guarantees to third parties provided in respect of trade loans
These primarily relate to guarantees given by Grolsch to banks in relation to loans taken out by trade customers.
2
Litigation
The group has a number of activities in a wide variety of geographic areas and is subject to certain legal claims incidental to its operations. In the opinion of the directors, after taking
appropriate legal advice, these claims are not expected to have, either individually or in aggregate, a material adverse effect upon the groups nancial position, except insofar as already
provided in the consolidated nancial statements. These include claims made by certain former employees in Ecuador arising out of events which took place before the groups investment
in Ecuador in 2005, in respect of which, based on legal advice that they have no valid legal basis, the directors have determined that no provision is required and that they should continue
to be contested.
Other
SABMiller and Altria entered into a tax matters agreement (the Agreement) on 30 May 2002, to regulate the conduct of tax matters between
them with regard to the acquisition of Miller and to allocate responsibility for contingent tax costs. SABMiller has agreed to indemnify Altria
against any taxes, losses, liabilities and costs that Altria incurs arising out of or in connection with a breach by SABMiller of any representation,
agreement or covenant in the Agreement, subject to certain exceptions.
The group has exposures to various environmental risks. Although it is difcult to predict the groups liability with respect to these risks, future
payments, if any, would be made over a period of time in amounts that would not be material to the groups nancial position, except insofar as
already provided in the consolidated nancial statements.
31. Pensions and post-retirement benets
The group operates a number of pension schemes throughout the world. These schemes have been designed and are administered in
accordance with local conditions and practices in the countries concerned and include both dened contribution and dened benet schemes.
The majority of the schemes are funded and the schemes assets are held independently of the groups nances. The assets of the schemes
do not include any of the groups own nancial instruments, nor any property occupied by or other assets used by the group. Pension and
post-retirement benet costs are assessed in accordance with the advice of independent professionally qualied actuaries. Generally, the
projected unit method is applied to measure the dened benet scheme liabilities.
The group also provides medical benets, which are mainly unfunded, for retired employees and their dependants in South Africa, the
Netherlands and Latin America.
The total pension and post-retirement medical benet costs recognised in the income statement, and related net liabilities on the balance sheet
are as follows.
2013
US$m
2012
US$m
Dened contribution scheme costs 110 97
Dened benet pension plan costs 18 15
Post-retirement medical and other benet costs 11 13
Accruals for dened contribution plans (balance sheet) 7 3
Provisions for dened benet pension plans (balance sheet) 206 197
Provisions for other post-retirement benets (balance sheet) 95 112
31. Pensions and post-retirement benets continued
The group operates various dened contribution and dened benet schemes. Details of the main dened benet schemes are provided below.
Latin America pension schemes
The group operates a number of pension schemes throughout Latin America. Details of the major scheme are provided below.
The Colombian Labour Code Pension Plan is an unfunded scheme of the dened benet type and covers all salaried and hourly employees in
Colombia who are not covered by social security or who have at least 10 years of service prior to 1 January 1967. The plan is nanced entirely
through company reserves and there are no external assets. The most recent actuarial valuation of the Colombian Labour Code Pension Plan
was carried out by independent professionally qualied actuaries at 28 February 2013 using the projected unit credit method. All salaried
employees are now covered by social security or private pension fund provisions. The principal economic assumptions used in the
preparationof the pension valuations are shown below and take into consideration changes in the Colombian economy.
Grolsch pension scheme
The Grolsch pension plan, named Stichting Pensioenfonds van de Grolsche Bierbrouwerij, is a funded scheme of the dened benet type,
based on average salary with assets held in separately administered funds. The latest valuation of the Grolsch pension fund was carried
outat31 March 2013 by an independent actuary using the projected unit credit method.
Other
Details of other dened benet pension schemes are provided below.
Carlton & United Breweries pension scheme
The Carlton & United Breweries pension fund, named AusBev Superannuation Fund, provides accumulation style and dened benets to the
employees. The company funds the dened benets, administration and insurance costs of the fund as a benet to employees who elect to be
members of this fund. The latest valuation of the Carlton & United Breweries pension fund was carried out at 30 June 2011 by an independent
actuary using the projected unit credit method. The valuation update for the fund was carried out at 31 March 2013 by an independent actuary.
The dened benets section is now closed to new members.
South Africa pension schemes
The group operates a number of pension schemes throughout South Africa. Details of the major schemes are provided below.
The ABI Pension Fund, Suncrush Pension Fund and Suncrush Retirement Fund are funded schemes of the dened benet type based on
average salary with assets held in separately administered funds. The surplus apportionment schemes for the ABI Pension Fund, the Suncrush
Pension Fund and Suncrush Retirement Fund have been approved by the Financial Services Board.
The active and pensioner liabilities in respect of the ABI Pension Fund and the Suncrush Retirement Fund have been settled. The only liabilities
are in respect of former members, the surplus apportionment scheme and unclaimed benets. Once the surplus liabilities have been settled,
the Funds will be deregistered and liquidated. The latest valuation of the South African pension schemes was carried out at 31 March 2013 by
an independent actuary.
The Section 14 transfer of the Suncrush Pension Fund members to the SAB Staff Provident Fund was annulled by the Financial Services Board
on 24 August 2011. The Rules of the Fund have been amended to allow for paid-up benets for each of the members. This would allow for each
member to be paid their benet, valued as at 1 July 2005, upon their exit.
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Principal actuarial assumptions at 31 March (expressed as weighted averages)
Dened benet pension plans
Medical and other
post-retirement benets
Latin
America Grolsch Other South Africa Other
At 31 March 2013
Discount rate (%) 5.0 3.8 4.6 8.8 4.9
Salary ination (%) 2.5 2.0 3.9
Pension ination (%) 2.5 0.7 3.2
Healthcare cost ination (%) 7.5 2.3
Mortality rate assumptions
Retirement age: Males 55 65 62 63 57
Females 50 65 61 63 53
Life expectations on retirement age:
Retiring today: Males 27 21 22 16 25
Females 36 24 23 20 32
Retiring in 20 years: Males 27 23 22 16 25
Females 36 25 23 20 32
At 31 March 2012
Discount rate (%) 7.5 4.8 6.0 9.3 7.0
Salary ination (%) 3.5 2.0 3.8
Pension ination (%) 3.5 2.0 3.2
Healthcare cost ination (%) 7.8 3.0
Mortality rate assumptions
Retirement age: Males 55 65 66 63 57
Females 50 65 61 63 53
Life expectations on retirement age:
Retiring today: Males 27 21 22 16 24
Females 36 24 23 20 31
Retiring in 20 years: Males 27 23 22 16 24
Females 36 25 23 20 32
The present value of dened benet pension plan and post-employment medical benet liabilities are as follows.
Medical and other
Latin
America
US$m
Grolsch
US$m
Other
US$m
Total
US$m
South
Africa
US$m
Other
US$m
Total
US$m
Present value of scheme liabilities at 1 April 2011 175 305 48 528 71 43 114
Portion of dened benet obligation that is unfunded 175 13 188 71 43 114
Portion of dened benet obligation that is partly or wholly funded 305 35 340
Benets paid (18) (11) (15) (44) (4) (4)
Contributions paid by plan participants 3 3 (2) (2)
Current service cost 4 2 6 2 1 3
Interest costs 13 15 5 33 6 4 10
Actuarial losses/(gains) 6 21 13 40 (1) 1
Reversal of unused provision (10) (10)
Acquisitions 52 52
Exchange adjustments 6 (18) (3) (15) (10) 1 (9)
Present value of scheme liabilities at 31 March 2012 172 319 102 593 66 46 112
Benets paid (17) (11) (9) (37) (5) (5)
Contributions paid by plan participants 3 3 (2) (2)
Current service cost 1 4 3 8 1 1 2
Interest costs 12 14 4 30 6 3 9
Actuarial losses/(gains) 17 (19) 2 (14) 5 (9)
Settlements and curtailments (3) (3)
Exchange adjustments (4) (12) (6) (22) (10) (2) (12)
Present value of scheme liabilities at 31 March 2013 181 298 93 572 47 48 95
The fair value reconciliations of opening plan assets to closing plan assets, on an aggregated basis, are as follows.
Grolsch
US$m
Other
US$m
Total
US$m
Plan assets at 1 April 2011 333 52 385
Expected return on plan assets 16 8 24
Benets paid (11) (14) (25)
Employer contributions/(employer assets recognised) 9 (5) 4
Actuarial gains/(losses) 26 (3) 23
Acquisitions 51 51
Plan assets at 31 March 2012 352 84 436
Benets paid (11) (8) (19)
Employer contributions 17 2 19
Actuarial gains 18 18
Settlements (3) (3)
Plan assets at 31 March 2013 377 76 453
The fair value of assets in pension schemes and the expected rates of return were.
Latin America Grolsch Other Total
US$m
Long-
term
rate of
return
% US$m
Long-
term
rate of
return
% US$m
Long-
term
rate of
return
% US$m
At 31 March 2013
Equities 126 7.0 20 8.0 146
Bonds 235 3.0 21 8.0 256
Cash 31 7.0 31
Property and other 16 7.0 4 9.0 20
Total fair value of assets 377 76 453
Present value of scheme liabilities (181) (298) (93) (572)
(Decit)/surplus in the scheme (181) 79 (17) (119)
Unrecognised pension asset due to limit (79) (8) (87)
Pension liability recognised (181) (25) (206)
At 31 March 2012
Equities 102 7.0 31 1.0 133
Bonds 229 4.0 14 9.0 243
Cash 34 6.0 34
Property and other 21 7.0 5 9.0 26
Total fair value of assets 352 84 436
Present value of scheme liabilities (172) (319) (102) (593)
(Decit)/surplus in the scheme (172) 33 (18) (157)
Unrecognised pension asset due to limit (33) (7) (40)
Pension liability recognised (172) (25) (197)
The expected returns on plan assets is determined by considering the expected returns available on each major asset class and the asset mix
underlying the current investment policy.
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The amounts recognised in the balance sheet are as follows.
Medical and other
Latin
America
US$m
Grolsch
US$m
Other
US$m
Total
US$m
South
Africa
US$m
Other
US$m
Total
US$m
At 31 March 2013
Present value of scheme liabilities (181) (298) (93) (572) (47) (48) (95)
Fair value of plan assets 377 76 453
(181) 79 (17) (119) (47) (48) (95)
Unrecognised assets due to limit (79) (8) (87)
Net liability recognised on balance sheet (181) (25) (206) (47) (48) (95)
At 31 March 2012
Present value of scheme liabilities (172) (319) (102) (593) (66) (46) (112)
Fair value of plan assets 352 84 436
(172) 33 (18) (157) (66) (46) (112)
Unrecognised assets due to limit (33) (7) (40)
Net liability recognised on balance sheet (172) (25) (197) (66) (46) (112)
In respect of dened benet pensions plans in South Africa, which are included in Other, the pension asset recognised is limited to the extent
that the employer is able to recover a surplus either through reduced contributions in the future or through refunds from the scheme. Pension
fund assets have been set equal to nil as the surplus apportionment exercise required in terms of the South African legislation has not yet
beencompleted.
The pension asset recognised in respect of Grolsch is limited to the extent that the employer is able to recover a surplus either through reduced
contributions in the future or through refunds from the scheme. The limit has been set equal to nil due to the terms of the pension agreement
with the pension fund.
The amounts recognised in net operating expenses in the income statement are as follows.
Medical and other
Latin
America
US$m
Grolsch
US$m
Other
US$m
Total
US$m
South
Africa
US$m
Other
US$m
Total
US$m
At 31 March 2013
Current service cost (1) (4) (3) (8) (1) (1) (2)
Interest costs (12) (14) (4) (30) (6) (3) (9)
(13) (3) (2) (18) (7) (4) (11)
At 31 March 2012
Current service cost (4) (2) (6) (2) (1) (3)
Interest costs (13) (15) (5) (33) (6) (4) (10)
(13) (3) 1 (15) (8) (5) (13)
The amounts recognised in the statement of comprehensive income are as follows.
Medical and other
Latin
America
US$m
Grolsch
US$m
Other
US$m
Total
US$m
South
Africa
US$m
Other
US$m
Total
US$m
At 31 March 2013
Actual return on plan assets 33 5 38
Less: expected return on plan assets (15) (5) (20)
Experience gains arising on
scheme assets 18 18
scheme liabilities 19 1 20
Changes in actuarial assumptions (17) (1) (18) 14 (5) 9
Unrecognised gains due to limit (49) (1) (50)
(17) (12) (1) (30) 14 (5) 9
At 31 March 2012
Actual return on plan assets 42 5 47
Less: expected return on plan assets (16) (8) (24)
Experience gains/(losses) arising on
scheme assets 26 (3) 23
scheme liabilities (21) (10) (31) 1 1
Changes in actuarial assumptions (6) (3) (9) (1) (1)
Unrecognised (gains)/losses due to limit (6) 14 8
(6) (1) (2) (9) 1 (1)
The cumulative amounts recognised in other comprehensive income are as follows.
2013
US$m
2012
US$m
Cumulative actuarial losses recognised at beginning of year (212) (203)
Net actuarial losses recognised in the year (21) (9)
Cumulative actuarial losses recognised at end of year (233) (212)
History of actuarial gains and losses
2013
US$m
2012
US$m
2011
US$m
2010
US$m
2009
US$m
Experience gains/(losses) of plan assets 18 23 14 33 (77)
Percentage of plan assets 4% 5% 4% 10% 26%
Experience gains/(losses) of scheme liabilities 20 (30) 16 (44) 28
Percentage of scheme liabilities 3% 4% 2% 7% 6%
Fair value of plan assets 453 436 385 344 299
Present value of scheme liabilities (667) (705) (642) (612) (499)
Decit in the schemes (214) (269) (257) (268) (200)
Unrecognised assets due to limit (87) (40) (53) (22) (17)
Net liability recognised in balance sheet (301) (309) (310) (290) (217)
Contributions expected to be paid into the groups major dened benet schemes during the annual period after 31 March 2013 are
US$25million.
A 1% increase and a 1% decrease in the assumed healthcare cost of ination will have the following effect on the groups major post-
employment medical benets.
2013
Increase
US$m
Decrease
US$m
Current service costs
Interest costs 1 (1)
Accumulated post-employment medical benet costs 9 (7)
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32. Related party transactions
a. Parties with signicant inuence over the group: Altria Group, Inc. (Altria) and the Santo Domingo Group (SDG)
Altria is considered to be a related party of the group by virtue of its 26.8% equity shareholding. There were no transactions with Altria during
the year.
SDG is considered to be a related party of the group by virtue of its 14.0% equity shareholding in SABMiller plc. There were no transactions
with SDG during the year. During the year ended 31 March 2012 the group made donations of US$33 million to the Fundacin Mario Santo
Domingo, pursuant to the contractual arrangements entered into atthetime of theBavaria transaction in 2005, under which it was agreed
thatthe proceeds of the sale of surplus non-operating property assets owned by Bavaria SA and its subsidiaries would be donated to various
charities, including the Fundacin Mario Santo Domingo. No donations were made to the Fundacin Mario Santo Domingo during the year
ended 31 March 2013. At31March 2013 US$nil(2012: US$nil) was owing to the SDG.
b. Associates and joint ventures
Details relating to transactions with associates and joint ventures are analysed below.
2013
US$m
2012
US$m
Purchases from associates
1
(227) (214)
Purchases from joint ventures
2
(97) (86)
Sales to associates
3
46 39
Sales to joint ventures
4
25 28
Dividends receivable from associates
5
113 150
Dividends received from joint ventures
6
886 896
Royalties received from associates
7
27 13
Royalties received from joint ventures
8
2 2
Management fees, guarantee fees and other recoveries received from associates
9
17 24
Management fees paid to joint ventures
10
(2) (1)
Sale of associate to joint venture
11
21
1
The group purchased canned Coca-Cola products for resale from Coca-Cola Canners of Southern Africa (Pty) Limited (Coca-Cola Canners); inventory from Distell Group Ltd (Distell) and
Associated Fruit Processors (Pty) Ltd (AFP); and accommodation from Tsogo Sun Holdings Ltd (Tsogo Sun), all in South Africa.
2
The group purchased lager from MillerCoors LLC (MillerCoors).
3
The group made sales of lager to Tsogo Sun, Delta Corporation Ltd (Delta), Anadolu Efes Biraclk ve Malt Sanayii AS (Anadolu Efes), and Distell, and in the prior year also to Empresa
Cervejas De NGola SARL (ECN), and Socit des Brasseries et Glacires Internationales and Brasseries Internationales Holding Ltd (Castel).
4
The group made sales to MillerCoors, and in the prior year also to Pacic Beverages Pty Ltd.
5
The group had dividends receivable from Castel of US$21 million (2012: US$60 million), Coca-Cola Canners US$11 million (2012: US$6 million), Distell US$21million (2012: US$22 million),
Tsogo Sun US$33 million (2012: US$41 million), Delta US$12 million (2012: US$3 million), International Trade and Supply Limited $14 million (2012: US$6 million), Grolsch (UK) Ltd
US$1million (2012: US$2 million) and Kenya Breweries Ltd US$nil (2012: US$9 million).
6
The group received dividends from MillerCoors.
7
The group received royalties from Delta and Anadolu Efes and in the prior year also Kenya Breweries Ltd.
8
The group received royalties from MillerCoors.
9
The group received management fees from Delta, guarantee fees from Delta and BIH Brasseries Internationales Holding (Angola) Ltd (BIH Angola), and other recoveries from AFP.
Intheprior year management fees were also received from ECN.
10
The group paid management fees to MillerCoors.
11
The group sold its interest in Fosters USA LLC to MillerCoors for cash consideration.
At 31 March
2013
US$m
2012
US$m
Amounts owed by associates trade
1
68 145
Amounts owed by associates loans
2
60
Amounts owed by joint ventures
3
5 6
Amounts owed to associates
4
(150) (42)
Amounts owed to joint ventures
5
(14) (17)
1
Amounts owed by AFP, Delta, BIH Angola and Anadolu Efes.
2
Amounts owed by BIH Angola in the prior year.
3
Amounts owed by MillerCoors.
4
Amounts owed to Coca-Cola Canners, Castel and Tsogo Sun. At 31 March 2013 this balance included US$100 million received in compensation for the loan participation deposit relating
to the Angolan businesses managed by Castel (see note 17).
5
Amounts owed to MillerCoors.
Guarantees provided in respect of associates bank facilities are detailed in note 22.
c. Transactions with key management
The group has a related party relationship with the directors of the group and members of the excom as key management. At 31 March 2013
there were 26 (2012: 27) members of key management. Key management compensation is provided in note 6c.
33. Post balance sheet events
In January 2013 the group agreed to sell its non-core milk and juice business in Panama, subject to regulatory approval. The regulatory
approval for the sale was received and the sale completed in May 2013.
34. Principal subsidiaries, associates and joint ventures
The principal subsidiary undertakings of the group as at 31 March were as follows.
Country of
incorporation
Principal
activity
Effective interest
Name 2013 2012
Corporate
SABMiller Holdings Ltd United Kingdom Holding company 100% 100%
SABMiller Africa and Asia BV
1
Netherlands Holding company 100% 100%
SABMiller Holdings SA Ltd United Kingdom Holding company 100% 100%
SABMiller Holdings SH Ltd United Kingdom Holding company 100% 100%
SABMiller International BV Netherlands Trademark owner 100% 100%
SABMiller SAF Limited United Kingdom Holding company/Financing 100% 100%
SABMiller Southern Investments Ltd United Kingdom Holding company 100% 100%
SABMiller Procurement GmbH
2
Switzerland Procurement 100% 100%
SABSA Holdings Ltd South Africa Holding company 100% 100%
Latin American operations
Bavaria SA
3
Colombia Brewing/Soft drinks 99% 99%
Cervecera Argentina SA Isenbeck Argentina Brewing 100% 100%
Cervecera del Valle SA Colombia Brewing 99% 99%
Cervecera Hondurea, SA de CV Honduras Brewing/Soft drinks 99% 99%
Cervecera Nacional (CN) SA
3
Ecuador Brewing 96% 96%
Cervecera Nacional SA
3
Panama Brewing 98% 97%
Cervecera San Juan SA
3
Peru Brewing/Soft drinks 92% 92%
Cervecera Unin SA Colombia Brewing 98% 98%
Industrias La Constancia, SA de CV El Salvador Brewing/Soft drinks 100% 100%
Unin de Cerveceras Peruanas Backus y Johnston SAA
3
Peru Brewing 94% 94%
European operations
SABMiller Europe BV
1
Netherlands Holding company 100% 100%
SABMiller Holdings Europe Ltd United Kingdom Holding company 100% 100%
SABMiller Netherlands Cooperatieve WA Netherlands Holding company 100% 100%
Birra Peroni Srl Italy Brewing 100% 100%
Compaia Cervecera de Canarias SA Spain Brewing 51% 51%
Dreher Srgyrak Zrt Hungary Brewing 100% 100%
Grolsche Bierbrouwerij Nederland BV Netherlands Brewing 100% 100%
Kompania Piwowarska SA
4
Poland Brewing 100% 100%
Miller Brands (UK) Ltd United Kingdom Sales and distribution 100% 100%
Pivovary Topvar as Slovakia Brewing 100% 100%
Plze nsk Prazdroj as Czech Republic Brewing 100% 100%
Ursus Breweries SA Romania Brewing 99% 99%
North American operations
SABMiller Holdings Inc USA Holding company/Financing 100% 100%
Miller Brewing Company USA Holding company 100% 100%
African operations
SABMiller Africa BV Netherlands Holding company 62% 62%
SABMiller Botswana BV Netherlands Holding company 62% 62%
SABMiller (A&A) Ltd United Kingdom Holding company 100% 100%
SABMiller Investments Ltd Mauritius Holding company 80% 80%
SABMiller Investments II BV Netherlands Holding company 80% 80%
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Country of
incorporation
Principal
activity
Effective interest
Name 2013 2012
African operations continued
SABMiller Nigeria Holdings BV Netherlands Holding company 50% 50%
SABMiller Zimbabwe BV Netherlands Holding company 62% 62%
Accra Brewery Ltd Ghana Brewing 60% 60%
Ambo Mineral Water Share Company Ethiopia Soft drinks 40% 40%
Botswana Breweries (Pty) Ltd Botswana Sorghum brewing 31% 31%
Cervejas de Moambique SARL
3
Mozambique Brewing 49% 49%
Chibuku Products Ltd Malawi Sorghum brewing 31% 31%
Crown Beverages Ltd Kenya Soft drinks 80% 80%
Heinrichs Syndicate Ltd Zambia Soft drinks 62% 62%
Intafact Beverages Ltd Nigeria Brewing 38% 41%
International Breweries plc
3
Nigeria Brewing 36% 33%
Kgalagadi Breweries (Pty) Ltd Botswana Brewing/Soft drinks 31% 31%
Maluti Mountain Brewery (Pty) Ltd Lesotho Brewing/Soft drinks 24% 24%
MUBEX Mauritius Procurement 100% 100%
National Breweries plc
3
Zambia Sorghum brewing 43% 43%
Nile Breweries Ltd Uganda Brewing 62% 62%
Pabod Breweries Ltd Nigeria Brewing 38% 38%
Rwenzori Bottling Company Ltd Uganda Soft drinks 80% 80%
Southern Sudan Beverages Ltd South Sudan Brewing 80% 80%
Swaziland Beverages Ltd Swaziland Brewing 37% 37%
Tanzania Breweries Ltd
3
Tanzania Brewing 36% 36%
Voltic (GH) Ltd Ghana Soft drinks 80% 80%
Voltic Nigeria Ltd Nigeria Soft drinks 50% 50%
Zambian Breweries plc
3
Zambia Brewing/Soft drinks 54% 54%
Asia Pacic operations
SABMiller Asia BV Netherlands Holding company 100% 100%
SABMiller Asia Ltd Hong Kong Holding company 100% 100%
SABMiller (A&A 2) Ltd United Kingdom Holding company 100% 100%
SABMiller Beverage Investments Pty Ltd Australia Holding company 100% 100%
SKOL Beer Manufacturing Company Ltd
5
India Holding company 100% 100%
Fosters Group Pty Ltd Australia Holding company 100% 100%
Bulmer Australia Pty Ltd Australia Brewing 100% 100%
Cascade Brewery Company Pty Ltd Australia Brewing 100% 100%
CUB Pty Ltd
6
Australia Brewing 100% 100%
FBG Treasury (Aust.) Pty Ltd Australia Financing 100% 100%
Fosters Group Pacic Ltd
3,7
Fiji Brewing - 89%
Pacic Beverages Pty Ltd Australia Brewing 100% 100%
Queensland Breweries Pty Ltd Australia Brewing 100% 100%
SABMiller Breweries Private Ltd India Brewing 100% 100%
SABMiller Vietnam Company Ltd Vietnam Brewing 100% 100%
SABMiller India Ltd
8
India Brewing 99% 99%
South African operations
The South African Breweries (Pty) Ltd South Africa Brewing/Soft drinks/Holding
company
100% 100%
The South African Breweries Hop Farms (Pty) Ltd South Africa Hop farming 100% 100%
The South African Breweries Maltings (Pty) Ltd South Africa Maltsters 100% 100%
Appletiser South Africa (Pty) Ltd South Africa Fruit juices 100% 100%
1
Operates and resident for tax purposes in the United Kingdom.
2
Previously Trinity Procurement GmbH.
3
Listed in country of incorporation.
4
SABMiller Poland BV, a wholly owned subsidiary of the group, holds 100% of Kompania Piwowarska SA.
5
Previously SABMiller India Ltd.
6
Previously Fosters Australia Ltd.
7
On 7 September 2012 the group completed the disposal of Fosters Group Pacic Ltd.
8
Previously Skol Breweries Ltd.
34. Principal subsidiaries, associates and joint ventures continued
The group comprises a large number of companies. The list above includes those subsidiary undertakings which most signicantly affect the
prot or net assets of the group, or a business segment, together with the principal intermediate holding companies of the group. With the
exception of those noted above, the principal country in which each of the above subsidiary undertakings operates is the same as the country
in which each is incorporated.
Where the groups nominal interest in the equity share capital of an undertaking is less than 50%, the basis on which the undertaking is a
subsidiary undertaking of the group is as follows.
African operations
The groups effective interest in the majority of its African operations was diluted as a result of the disposal of a 38% interest in SABMiller Africa
BV and SABMiller Botswana BV on 1 April 2001, in exchange for a 20% interest in the Castel groups African beverage interests. Investments in
new territories are generally being made with the Castel groups African beverage operations on an 80:20 basis. The operations continue to be
consolidated due to SABMiller Africa BVs, SABMiller Investment Ltds, SABMiller Botswana BVs, SABMiller Nigeria Holdings BVs and
SABMiller Investment II BVs majority shareholdings, and ability to control the operations.
Botswana Breweries (Pty) Ltd (BBL) and Kgalagadi Breweries (Pty) Ltd (KBL)
SABMiller Botswana held a 40% interest in each of Botswana Breweries (Pty) Ltd and Kgalagadi Breweries (Pty) Ltd with the remaining 60%
interest in each held by Sechaba Brewery Holdings Ltd. SABMiller Botswanas shares entitle the holder to twice the voting rights of those
shares held by Sechaba Brewery Holdings Ltd. SABMiller Africa BVs 10.1% indirect interest (2012: 10.1%) is held via a 16.8% interest
(2012:16.8%) in Sechaba Brewery Holdings Ltd. In April 2013 BBL and KBL merged into a single entity, with KBL the surviving legal entity.
Theshareholding interests in KBL remain unchanged.
Maluti Mountain Brewery (Pty) Ltd (Maluti)
SABMiller Africa BV holds a 39% interest in Maluti with the remaining interest held by a government authority, the Lesotho National
Development Corporation (51%), the Privatisation Unit (5.25%), and the Lesotho Unit Trust (4.75%). Maluti is treated as a subsidiary undertaking
based on the groups ability to control its operations through its board representation. The day to day business operations are managed in
accordance with a management agreement with Bevman Services AG, a group company.
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Associates and joint ventures
The principal associates and joint ventures of the group as at 31 March are as set out below. Where the groups interest in an associate or a joint
venture is held by a subsidiary undertaking which is not wholly owned by the group, the subsidiary undertaking is indicated in a note below.
Name
Country of
incorporation
Nature of
relationship
Principal
activity
Effective interest
2013 2012
European operations
Anadolu Efes Biraclk ve Malt
SanayiiA S
1,2
Turkey Associate Brewing/Soft drinks 24% 24%
Grolsch (UK) Ltd United Kingdom Associate Brewing 50% 50%
International Trade and Supply Limited
2
British Virgin Islands Associate Sales and distribution 40% 40%
North American operations
MillerCoors LLC
2,3
USA Joint venture Brewing 58% 58%
African operations
BIH Brasseries Internationales
HoldingLtd
2
Gibraltar Associate Holding company for subsidiaries
principally located in Africa
20% 20%
Socit des Brasseries et Glacires
Internationales SA
2
France Associate Holding company for subsidiaries
principally located in Africa
20% 20%
Algerienne de Bavaroise Spa
2,4
Algeria Associate Brewing 40% 40%
BIH Brasseries Internationales Holding
(Angola) Ltd
2
Gibraltar Associate Brewing/Soft drinks 27% 27%
Delta Corporation Ltd
1,5
Zimbabwe Associate Brewing/Soft drinks 25% 25%
Marocaine dInvestissements et de
Services SA
1,6
Morocco Associate Brewing 40% 40%
Skikda Bottling Company SARL
2,4
Algeria Associate Soft drinks 40% 40%
Socit de Boissons de IOuest
AlgerienSARL
2,4
Algeria Associate Soft drinks 40% 40%
Socit des Nouvelles Brasseries
2,4
Algeria Associate Brewing 40% 40%
Asia Pacic operations
China Resources Snow Breweries Ltd
2
British Virgin Islands Associate Holding company for brewing
subsidiaries located in China
49% 49%
South African operations
Coca-Cola Canners of Southern Africa
(Pty) Ltd
2
South Africa Associate Canning of beverages 32% 32%
Distell Group Ltd
1,7
South Africa Associate Wines and spirits 29% 29%
Hotels and Gaming
Tsogo Sun Holdings Ltd
1
South Africa Associate Holding company for Hotels and
Gaming operations
40% 40%
1
Listed in country of incorporation.
2
These entities report their nancial results for each 12 month period ending 31 December.
3
SABMiller shares joint control of MillerCoors with Molson Coors Brewing Company under a shareholders agreement. Voting interests are shared equally between SABMiller and Molson
Coors, and each of SABMiller and Molson Coors has equal board representation. Under the agreement SABMiller has a 58% economic interest in MillerCoors and Molson Coors has a
42% economic interest.
4
Effective 18 March 2004 SABMiller acquired 25% of the Castel groups holding in these entities. Together with its 20% interest in the Castel groups African beverage interests, this gives
SABMiller participation on a 40:60 basis with the Castel group.
5
Interests in this company is held by SABMiller Africa BV which is held 62% by SABMiller Holdings Ltd.
6
SABMiller acquired a 25% direct interest in this holding company on 18 March 2004 which has controlling interests in three breweries, a malting plant and a wet depot in Morocco.
This25% interest together with its 20% interest in the Castel groups African beverage interests, gives SABMiller an effective participation of 40% and the other 60% is held by the
Castelgroups Africa beverage interests.
7
This entity reports its nancial results for each 12 month period ending 30 June.
The principal country in which each of the above associated undertakings operates is the same as the country in which each is incorporated.
However, Socit des Brasseries et Glacires Internationales, BIH Brasseries Internationales Holding Ltds (Castel) and BIH Brasseries
Internationales Holding (Angola) Ltds principal subsidiaries are in Africa, China Resources Snow Breweries Ltds principal subsidiaries are
inthe Peoples Republic of China and International Trade and Supply Limited operates in the United Arab Emirates.
Statement of directors responsibilities
in respect of the company nancial statements
The directors are responsible for preparing the Annual Report, the
directors remuneration report and the company nancial statements
in accordance with applicable law and regulations.
Company law requires the directors to prepare nancial statements
for each nancial year. The directors have prepared the company
nancial statements in accordance with applicable law and United
Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice). The nancial statements are required by law to
give a true and fair view of the state of affairs of the company for
thatyear.
In preparing those nancial statements, the directors are required to:
select suitable accounting policies and then apply them
consistently;
make judgements and estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the nancial statements; and
prepare the nancial statements on the going concern basis unless
it is inappropriate to presume that the company will continue in
business, in which case there should be supporting assumptions
or qualications as necessary.
The directors conrm that they have complied with the above
requirements in preparing the nancial statements.
The directors are responsible for keeping adequate accounting
records that disclose with reasonable accuracy at any time the
nancial position of the company and enable them to ensure that the
nancial statements comply with the Companies Act 2006. They are
also responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and detection
offraud and other irregularities.
In addition, the Companies Act 2006 requires directors to provide the
companys auditors with every opportunity to take whatever steps
and undertake whatever inspections the auditors consider to be
appropriate for the purpose of enabling them to give their audit
report.Each of the directors, having made appropriate enquiries,
conrms that:
so far as the director is aware, there is no relevant audit information
of which the companys auditors are unaware; and
each director has taken all the steps that they ought to have taken
as a director in order to make themselves aware of any relevant
audit information and to establish that the companys auditors are
aware of that information.
A copy of the nancial statements of the company is placed on
thecompanys website. The directors are responsible for the
maintenance and integrity of statutory and audited information on
thecompanys website. Information published on the internet is
accessible in many countries with different legal requirements.
Legislation in the United Kingdom governing the preparation and
dissemination of nancial statements may differ from legislation in
other jurisdictions.
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Independent auditors report
to the members of SABMiller plc
We have audited the company nancial statements of SABMiller plc
for the year ended 31 March 2013 which comprise the company
balance sheet and the related notes. The nancial reporting
framework that has been applied in their preparation is applicable
lawand United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
Respective responsibilities of directors and auditors
As explained more fully in the statement of directors responsibilities,
the directors are responsible for the preparation of the company
nancial statements and for being satised that they give a true and
fair view. Our responsibility is to audit and express an opinion on the
company nancial statements in accordance with applicable law and
International Standards on Auditing (UK and Ireland). Those standards
require us to comply with the Auditing Practices Boards Ethical
Standards for Auditors.
This report, including the opinions, has been prepared for and only for
the companys members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
Scope of the audit of the nancial statements
An audit involves obtaining evidence about the amounts and
disclosures in the nancial statements sufcient to give reasonable
assurance that the nancial statements are free from material
misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the
companys circumstances and have been consistently applied and
adequately disclosed; the reasonableness of signicant accounting
estimates made by the directors; and the overall presentation of the
nancial statements. In addition, we read all the nancial and
non-nancial information in the SABMiller plc Annual Report to
identify material inconsistencies with the audited nancial statements.
If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Opinion on nancial statements
In our opinion the company nancial statements:
give a true and fair view of the state of the companys affairs as at
31 March 2013;
have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the
Companies Act 2006.
Opinion on other matters prescribed by the
Companies Act 2006
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 directors report for the nancial year for
which the company nancial statements are prepared is consistent
with the company nancial statements.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where
the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the company,
or returns adequate for our audit have not been received from
branches not visited by us; or
the company nancial 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 specied by law are
not made; or
we have not received all the information and explanations we
require for our audit.
Other matter
We have reported separately on the consolidated nancial statements
of SABMiller plc for the year ended 31 March 2013.
Richard Hughes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
London
5 June 2013
Balance sheet of SABMiller plc
at 31 March
Notes
2013
US$m
2012
US$m
Fixed assets
Tangible xed assets 2 126 119
Investments in subsidiary undertakings 3 13,840 17,083
14,411 17,701
Current assets
Debtors: amounts falling due after more than one year 4 1,954 2
Debtors: amounts falling due within one year 5 4,566 6,619
Cash at bank and in hand 6 1,647 293
8,242 6,920
Creditors: amounts falling due within one year 7 (2,325) (1,081)
Net current assets 5,917 5,839
Total assets less current liabilities 20,328 23,540
Creditors: amounts falling due after more than one year 8 (3,998) (7,646)
Net assets 16,330 15,894
Capital and reserves
Share capital 167 166
Share premium 6,581 6,480
Merger relief reserve 4,586 4,586
Other reserves (1,190) (1,198)
Prot and loss account 6,186 5,860
Total shareholders funds 10 16,330 15,894
The nancial statements on pages 167 to 177 were approved by the board of directors on 5 June 2013 and were signed on its behalf by:
Alan Clark Jamie Wilson
Chief Executive Chief Financial Ofcer
Advantage has been taken of the provisions of section 408(3) of the Companies Act, 2006 which permit the omission of a separate prot and
loss account for SABMiller plc. The prot for the parent company for the year was US$1,710 million (2012: US$2,661 million).
The consolidated nancial statements of the group include a consolidated cash ow statement which includes the cash ows of the company.
The company has therefore taken advantage of the exemption granted by FRS 1 (Revised 1996) not to present a cash ow statement.
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Notes to the company nancial statements
1. Accounting policies
a) Basis of preparation
SABMiller plc (the company) is a public limited company incorporated
in Great Britain and registered in England and Wales. The company
nancial statements have been prepared in accordance with the
Companies Act 2006 and with accounting standards applicable in
theUnited Kingdom (UK GAAP).
The nancial statements are prepared on the going concern basis,
under the historical cost convention, as modied by certain nancial
assets and nancial liabilities (including derivative instruments) at fair
value through prot and loss. The principal accounting policies, which
have been applied consistently throughout the year are set out below.
b) Foreign currencies
The nancial statements are presented in US dollars which is the
companys functional and presentational currency.
The South African rand (ZAR) and British pound (GBP) exchange
rates to the US dollar used in preparing the company nancial
statements were as follows:
Weighted average rate Closing rate
ZAR GBP ZAR GBP
Year ended 31 March 2013 8.51 0.63 9.24 0.66
Year ended 31 March 2012 7.48 0.63 7.67 0.62
Monetary assets and liabilities denominated in foreign currencies are
retranslated at the rate of exchange ruling at the balance sheet date
or at the related forward contractual rate with the resultant translation
differences being included in operating prot, other than those arising
on nancial liabilities which are recorded within net nance costs.
Non-monetary items that are measured in terms of historical cost in
aforeign currency are translated at the rate of exchange ruling at the
date of the transaction. All other non-monetary items denominated in
a foreign currency are translated at the rate of exchange ruling at the
balance sheet date.
c) Tangible xed assets and depreciation
Tangible xed assets are stated at cost net of accumulated
depreciation and impairment losses. Cost includes the original
purchase price of the assets and the costs attributable to bringing
theasset to its working condition for its intended use.
No depreciation is provided on assets in the course of construction.
In respect of all other tangible xed assets, depreciation is provided
on a straight-line basis at rates calculated to write off the cost, less
the estimated residual value of each asset, evenly over its expected
useful life as follows:
Ofce equipment and software 2-30 years
Leasehold land and buildings Shorter of the lease term or 50 years
The company regularly reviews its depreciation rates to take account
of any changes in circumstances. When setting useful economic lives,
the principal factors the company takes into account are the expected
rate of technological developments, expected market requirements
for the equipment and the intensity at which the assets are expected
to be used. The prot or loss on the disposal of an asset is the
difference between the disposal proceeds and the net book value
ofthe asset.
d) Investments in subsidiary undertakings
These comprise investments in shares and loans that the directors
intend to hold on a continuing basis in the companys business.
Theinvestments are stated at cost, together with subsequent
capitalcontributions, less provisions for impairment.
e) Impairment
In accordance with FRS 11 Impairment of xed assets and goodwill,
long-term assets are subject to an impairment review if circumstances
or events change to indicate that the carrying value may not be fully
recoverable. The review is performed by comparing the carrying value
of the long-term asset to its recoverable amount, being the higher of
the net realisable value and value in use. The net realisable value is
considered to be the amount that could be obtained on disposal of
the asset. The value in use of the asset is determined by discounting,
at a market based discount rate, the expected future cash ows
resulting from its continued use, including those arising from its nal
disposal. When the carrying values of long-term assets are written
down by any impairment amount, the loss is recognised in the prot
and loss account in the period in which it is incurred.
Should circumstances or events change and give rise to a reversal of
a previous impairment loss, the reversal is recognised in the prot and
loss account in the period in which it occurs and the carrying value of
the asset is increased. The increase in the carrying value of the asset
will only be up to the amount that it would have been had the original
impairment not occurred.
For the purpose of conducting impairment reviews, income
generating units are considered to be groups of assets and liabilities
that generate income, and are largely independent of other income
streams. They also include those assets and liabilities directly involved
in producing the income and a suitable proportion of those used to
produce more than one income stream.
f) Financial assets and nancial liabilities
Financial assets and nancial liabilities are initially recorded at fair
value (plus any directly attributable transaction costs except in the
case of those classied at fair value through prot or loss). For those
nancial instruments that are not subsequently held at fair value, the
company assesses whether there is any objective evidence of
impairment at each balance sheet date.
Financial assets are recognised when the company has rights or
other access to economic benets. Such assets consist of cash,
equity instruments, a contractual right to receive cash or another
nancial asset, or a contractual right to exchange nancial
instruments with another entity on potentially favourable terms.
Financial assets are derecognised when the rights to receive cash
ows from the asset have expired or have been transferred and
thecompany has transferred substantially all risks and rewards
ofownership.
Financial liabilities are recognised when there is an obligation to
transfer benets and that obligation is a contractual liability to deliver
cash or another nancial asset or to exchange nancial instruments
with another entity on potentially unfavourable terms. Financial
liabilities are derecognised when they are extinguished, that is
discharged, cancelled or expired. If a legally enforceable right exists
to set off recognised amounts of nancial assets and liabilities, which
are in determinable monetary amounts, and there is the intention to
settle net, the relevant nancial assets and liabilities are offset. Interest
costs are charged to the prot and loss account in the year in which
they accrue. Premiums or discounts arising from the difference
between the net proceeds of nancial instruments purchased or
issued and the amounts receivable or repayable at maturity are
included in the effective interest calculation and taken to net
interestpayable over the life of the instrument.
(i) Loans and receivables
Loans and receivables are non-derivative nancial assets with xed or
determinable payments that are not quoted in an active market. They
arise when the company provides money, goods or services directly
to a debtor with no intention of trading the receivable. Loans and
receivables are included in debtors in the balance sheet.
(ii) Cash at bank and in hand
Cash at bank and in hand includes cash in hand, bank deposits
repayable on demand, other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts are shown
within creditors amounts falling due within one year.
(iii) Derivative nancial assets and nancial liabilities
Derivative nancial assets and nancial liabilities are nancial
instruments whose value changes in response to an underlying
variable, require little or no initial investment and are settled in
thefuture.
Derivative nancial assets and liabilities are analysed between current
and xed assets and creditors on the face of the balance sheet,
depending on when they are expected to mature. For derivatives that
have not been designated to a hedging relationship, all fair value
movements are recognised immediately in the prot and loss
account. See note k for the companys accounting policy on
hedgeaccounting.
(iv) Trade creditors
Trade creditors are initially recognised at fair value and subsequently
measured at amortised cost.
Trade creditors are classied as creditors falling due within one year
unless the company has an unconditional right to defer settlement
forat least 12 months from the balance sheet date.
(v) Borrowings
Borrowings are recognised initially at fair value, net of transaction
costs and are subsequently stated at amortised cost and include
accrued interest and prepaid interest. Borrowings are classied as
current liabilities unless the company has an unconditional right to
defer settlement of the liability for at least 12 months from the
balancesheet date. Borrowings classied as hedged items are
subject to hedge accounting requirements (see note k).
(vi) Financial guarantees
FRS 26 (Amendment) Financial Instruments-Measurement requires
that issued nancial guarantees, other than those previously asserted
by the entity to be insurance contracts, are to be initially recognised
attheir fair value and subsequently measured at the higher of the
amount initially recognised less cumulative amortisation recognised
and the amount determined in accordance with FRS 12 Provisions,
Contingent Liabilities and Contingent Assets.
Financial guarantee contracts are dened in FRS 26 as contracts that
require the issuer to make specied payments to reimburse the holder
for a loss it incurs because a specied debtor fails to make payment
when due in accordance with the original or modied terms of a debt
instrument.
Financial guarantees are amortised over the life of the guarantee,
oraccelerated if the third party obligation is settled early. The
amortisation is taken to the prot and loss account.
g) Revenue recognition
(i) Interest income
Interest income is recognised on an accruals basis using the effective
interest method.
(ii) Dividend income
Dividend income is recognised when the right to receive payment
isestablished.
h) Deferred taxation
Deferred tax is recognised in respect of all timing differences that
have originated but not reversed at the balance sheet date, where
transactions or events that result in an obligation to pay more tax in
the future or a right to pay less tax in the future have occurred at the
balance sheet date.
A net deferred tax asset is regarded as recoverable and therefore
recognised only when, on the basis of all available evidence, it can be
regarded as more likely than not that there will be suitable taxable
prots against which to recover carried forward tax losses and
fromwhich the future reversal of underlying timing differences can
bededucted.
Deferred tax is measured at the tax rates that are expected to apply
inthe periods in which the timing differences are expected to reverse,
based on tax rates and laws that have been enacted or substantively
enacted by the balance sheet date. Deferred tax is measured on a
non-discounted basis.
i) Dividend distributions
In accordance with FRS 21 Events after the balance sheet date,
dividend distributions to equity holders are recognised as a liability in
the nancial statements of the company in the period in which the
dividends are approved by the companys shareholders. Interim
dividends are recognised when paid. Dividends declared after the
balance sheet date are not recognised, as there is no present
obligation at the balance sheet date.
j) Share-based compensation
The company operates several equity-settled share-based
compensation schemes. These include share option plans (with and
without non-market performance conditions attached), performance
share award plans (with market conditions attached) and awards
related to the employee element of the Broad-Based Black Economic
Empowerment (BBBEE) scheme in the South Africa. In addition the
company has granted an equity-settled share-based payment to
retailers in relation to the retailer component of the BBBEE scheme.
In accordance with FRS 20 Share-based Payments, an expense
isrecognised to spread the fair value at date of grant of each
awardgranted after 7 November 2002 over the vesting period on a
straight-line basis, after allowing for an estimate of the share awards
that will eventually vest. A corresponding adjustment is made to
equity over the remaining vesting period. The estimate of the level
ofvesting is reviewed at least annually, with any impact on the
cumulative charge being recognised immediately. The charge is
based on the fair value of the award at the date of grant, as calculated
by binomial model calculations and Monte Carlo simulations.
The charge is not reversed if the options have not been exercised
because the market value of the shares is lower than the option
priceat the date of grant. The proceeds received net of any directly
attributable transaction costs are credited to share capital (nominal
value) and share premium when the options are exercised, unless
theoptions are satised by treasury or EBT shares.
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The issue by the company to employees of its subsidiaries of a grant
over the companys shares represents additional capital contributions
by the company to its subsidiaries, except to the extent the company
is reimbursed. An additional investment in subsidiaries results in a
corresponding increase in shareholders equity. The additional capital
contribution is based on the fair value of the grant issued allocated
over the underlying grants vesting period.
The company has an employee benet trust, the SABMiller
Associated Companies Employees Benet Trust (the AC-EBT). The
AC-EBT holds shares in SABMiller plc for the purposes of providing
share incentives for employees of companies in which SABMiller has
a signicant economic and strategic interest but over which it does
not have management control. These share options are accounted for
as cash-settled share-based payments in accordance with FRS 20.
For the cash-settled plan a liability is recognised at fair value in the
balance sheet over the vesting period with a corresponding charge
tothe prot and loss account. The liability is remeasured at each
reporting date, on an actuarial basis using the analytic method,
toreect the revised fair value and to adjust for the changes in
assumptions such as leavers. Changes in fair value of the liability are
recognised in the prot and loss account. Actual settlement of the
liability will be at its intrinsic value with the difference recognised in
theprot and loss account.
Shares held by employee benet trusts and in treasury are treated as
a deduction from equity until the shares are utilised.
k) Hedge accounting
The derivative instruments used by the company, which are used
solely for hedging purposes (i.e. to offset foreign exchange and
interest rate risks), comprise interest rate swaps, cross currency
swaps and forward foreign exchange contracts. Such derivative
instruments are used to alter the risk prole of an existing underlying
exposure of the company in line with the companys risk management
policies.
Derivatives are initially recorded at fair value on the date a derivative
contract is entered into and are subsequently remeasured at their fair
value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and
if so, the nature of the hedging relationship.
In order to qualify for hedge accounting, the company is required
todocument the relationship between the hedged item and the
hedging instrument. The company is also required to document and
demonstrate that the relationship between the hedged item and the
hedging instrument will be highly effective. This effectiveness test is
reperformed at each period end to ensure that the hedge has
remained and will continue to remain highly effective.
The company designates certain derivatives as hedges of the fair
value of recognised assets or liabilities or a rm commitment (fair
value hedge) or hedges of highly probable forecast transactions
orcommitments (cash ow hedge).
Where a derivative ceases to meet the criteria of being a hedging
instrument or the underlying exposure which it is hedging is sold,
matures or is extinguished, hedge accounting is discontinued and
amounts previously recorded in equity are recycled to the prot and
loss account. A similar treatment is applied where the hedge is of a
future transaction and that transaction is no longer likely to occur.
When the hedge is discontinued due to ineffectiveness, hedge
accounting is discontinued prospectively.
Certain derivative instruments, while providing effective economic
hedges under the companys policies, are not designated as hedges.
Changes in the fair value of any derivative instruments that do not
qualify or have not been designated as hedges are recognised
immediately in the prot and loss account. The company does not
hold or issue derivative nancial instruments for speculative purposes.
Fair value hedges comprise derivative nancial instruments
designated in a hedging relationship to manage the companys
interest rate risk to which the fair value of certain assets and liabilities
are exposed. Changes in the fair value of the derivative offset the
relevant changes in the fair value of the underlying hedged item
attributable to the hedged risk in the prot and loss account in the
period incurred. Gains or losses on fair value hedges that are
regarded as highly effective are recorded in the prot and loss
account together with the gain or loss on the hedged item
attributableto the hedged risk.
(ii) Cash ow hedges
Cash ow hedges comprise derivative nancial instruments
designated in a hedging relationship to manage currency and interest
rate risk to which the cash ows of certain assets and liabilities are
exposed. The effective portion of changes in the fair value of the
derivative that is designated and qualies for hedge accounting is
recognised as a separate component of equity. The ineffective portion
is recognised immediately in the prot and loss account. Amounts
accumulated in equity are recycled to the prot and loss account in
the period in which the hedged item affects prot or loss. However,
where a forecasted transaction results in a non-nancial asset or
liability, the accumulated fair value movements previously deferred
inequity are included in the initial cost of the asset or liability.
Details of the groups nancial risk management objectives and
policies are provided in note 22 to the consolidated nancial
statements of the group.
l) Operating leases
Rentals paid on operating leases are charged to the prot and loss
account on a straight-line basis over the lease term.
m) Pension obligations
The company operates a dened contribution scheme. Contributions
to this scheme are charged to the prot and loss account as incurred.
2. Tangible xed assets
Assets in
course of
construction
US$m
Short
leasehold
land and
buildings
US$m
Ofce
equipment
and software
US$m
Total
US$m
Cost
At 1 April 2012 54 32 119 205
Additions 18 5 10 33
Transfers (16) 2 14
At 31 March 2013 56 36 140 232
Accumulated depreciation
At 1 April 2012 17 69 86
Charge for the year 4 22 26
At 31 March 2013 18 88 106
Net book amount
At 1 April 2012 54 15 50 119
At 31 March 2013 56 18 52 126
3. Investment in subsidiary undertakings
Shares
US$m
Loans
US$m
Total
US$m
Cost
At 1 April 2012 13,761 3,462 17,223
Additions
1
5,100 5,100
Capital contribution relating to share-based payments 95 95
Repayments
1
(3,462) (3,462)
Disposals
2
(4,976) (4,976)
At 31 March 2013 13,980 13,980
Accumulated impairment
At 1 April 2012 and at 31 March 2013 140 140
Net book value
At 31 March 2012 13,621 3,462 17,083
At 31 March 2013 13,840 13,840
1
During the year the company increased its investment in SABMiller Holdings Ltd by US$5,000 million. As part of this transaction the loan from the company to SABMiller Holdings Ltd of
US$3,462 million was repaid. The investment in SABMiller Africa & Asia BV was increased by US$100 million.
2
During the year the company sold its investment in SABMiller Poland BV to another group company at net book value. The investment in Safari Ltd was liquidated with no gain or loss on
the disposal.
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3. Investment in subsidiary undertakings continued
Name
Country of
incorporation
Principal
activity
2013
US$m
2012
US$m
SABMiller Holdings Ltd United Kingdom Holding company 10,437 5,437
Miller Brands (UK) Ltd United Kingdom Sales and distribution 39 39
SAB Finance (Cayman Islands) Ltd Cayman Islands Finance company
Safari Ltd Jersey Finance company
SABMiller Management BV Netherlands Group management services
SABMiller Africa & Asia BV Netherlands Holding company 278 178
Appletiser International BV Netherlands Holding company
SABMiller (Safari) United Kingdom Finance company 506 506
Pilsner Urquell International BV Netherlands Holding company
SABMiller Holdings Europe Ltd United Kingdom Holding company 2,098 2,098
Racetrack Colombia Finance SA
1
Colombia Finance company
SABMiller Poland BV Netherlands Holding company 4,976
SABMiller Horizon Ltd United Kingdom Agent company
SABSA Holdings Ltd
2
South Africa Holding company 5 5
SABMiller Capital UK Ltd United Kingdom Holding company
SABMiller Asia Capital LLP
3
United Kingdom Finance company
13,363 13,239
Capital contribution relating to share-based payments 477 382
13,840 13,621
1
94.9% direct interest and 100% effective interest.
2
SABMiller plc contributed ZAR36 million towards the cost of a guarantee fee to SABSA Holdings Ltd, a fellow group undertaking. It has no direct interest in the share capital of that
company.
3
1% direct interest and 100% effective interest.
4. Debtors: amounts falling due after more than one year
2013
US$m
2012
US$m
Loan owed by subsidiary undertakings 1,743
Amounts owed by subsidiary undertakings 109 2
Loan participation deposit 100
Financial guarantee asset 2
1,954 2
The interest on the loan owed by subsidiary undertakings is oating one month LIBOR plus 180 bps. The loan is repayable in 2017.
The presentation of the loan participation deposit at 31 March 2013 within Debtors: amounts falling due after one year is consistent with the
treatment in the current year and prior year consolidated balance sheets as described in note 17 to the consolidated nancial statements of
thegroup. At 31 March 2012 this loan participation deposit was presented on the company balance sheet as a short-term deposit.
Thecomparative has not been restated on the grounds of materiality.
5. Debtors: amounts falling due within one year
2013
US$m
2012
US$m
Amounts owed by subsidiary undertakings 4,499 6,474
Amounts owed by associated undertakings 60
Other debtors 32 61
Deferred tax 24
Financial guarantee asset 3
Loan participation deposit 32
4,566 6,619
Interest on loans owed by subsidiary undertakings are at either xed interest rates up to maximum 5.5% or oating rates of one or six month
LIBOR plus up to 175 bps, depending upon the country where the company receiving the loan is located.
6. Cash at bank and in hand
2013
US$m
2012
US$m
Short-term deposits 1,647 293
The company has short-term deposits in US dollars (USD). The effective interest rates were 0.15% (2012: USD 0.23%).
7. Creditors: amounts falling due within one year
2013
US$m
2012
US$m
Bank loans and overdrafts 2
Trade and other creditors 27 55
Amounts owed to subsidiary undertakings 425 846
Taxation and social security 76 29
Derivative nancial instruments (see note 9) 7 4
Accruals and deferred income 84 80
Dividends payable to shareholders 1 2
1
(note 8) 1,078
2
(note 8) 570
Guarantee fee liability 57 63
2,325 1,081
Amounts owed to subsidiary undertakings are at either xed rates or oating rates of one or six month LIBOR minus 13 bps to plus 175 bps.
Allamounts owed are unsecured and repayable on demand.
8. Creditors: amounts falling due after more than one year
2013
US$m
2012
US$m
1
1,099
2
1,317 1,367
2
440 416
2
937 960
2
588
2
792 811
PEN 150 million 6.75% Notes due 2015
2
59 56
Loans from subsidiary undertakings 1,938
Amounts owed to associated undertakings 100
Derivative nancial instruments (see note 9) 25 38
Other creditors 6 9
Deferred income 6 7
Guarantee fee liability 316 357
3,998 7,646
The maturity of creditors falling due after more than one year is as follows:
Between one and two years 234 1,153
Between two and ve years 2,364 5,007
After ve years 1,400 1,486
3,998 7,646
1
On 30 June 2008 notes previously held by Miller Brewing Company and guaranteed by SABMiller plc and SABMiller Finance BV were novated to SABMiller plc and the guarantee
terminated. The notes mature on 15 August 2013. The notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the make whole
amount. The notes are redeemable in whole but not in part at the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid
interest to the date of redemption.
In addition, interest rate swaps to pay oating and receive xed interest previously held by Miller Brewing Company have been novated to SABMiller plc which have been designated as
fairvalue hedges to hedge exposure to changes in the fair value of the xed rate borrowings. As a result, fair value gains or losses on the hedged borrowings have been recognised in
SABMiller plc from the date the interest rate swaps were novated (this differs from the date of inception in the consolidated nancial statements of the group).
2
Further information relating to the Notes is detailed in note 21 to the consolidated nancial statements of the group.
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9. Derivative nancial instruments
Assets
2013
US$m
Liabilities
2013
US$m
Assets
2012
US$m
Liabilities
2012
US$m
Current derivative nancial instruments
Forward foreign currency contracts 26 4 (4)
Forward foreign currency contracts as cash ow hedges 47 2
Interest rate swaps designated as fair value hedges 2 (7)
75 (7) 6 (4)
Non-current derivative nancial instruments
Forward foreign currency contracts 34 (15) 43 (31)
Interest rate swaps designated as fair value hedges 304 (10) 351
Cross currency swaps 107 105 (7)
445 (25) 499 (38)
Derivatives designated as hedging instruments
(i) Cash ow hedges
The company has entered into forward exchange contracts designed as cash ow hedges to manage short-term foreign currency exchange
exposures to future creditor payments. As at 31 March 2013 the notional amounts of these contracts was GBP72 million and CHF43 million
(2012: GBP119 million and AUD1 million).
(ii) Fair value hedges
The company has entered into interest rate swaps to pay oating and receive xed interest which have been designated as fair value hedges to
manage changes in the fair value of its xed rate borrowings. The borrowings and interest rate swaps have the same critical terms.
As at 31 March 2013 the xed interest rates received vary from 1.6675% to 6.625% (2012: 4.5% to 6.625%) and oating interest rates paid vary
from LIBOR/EURIBOR plus 47.2 bps to LIBOR/EURIBOR plus 197.8 bps (2012: LIBOR/EURIBOR plus 71.6 bps to LIBOR/EURIBOR plus 198.8
bps) on the notional amount. As at 31 March 2013 the carrying value of the hedged borrowings was US$3,272 million (2012: US$3,191 million).
Standalone derivative nancial instruments
(i) Forward foreign currency contracts
The company has entered into several forward foreign currency contracts to manage the groups exposure to foreign exchange risk on the
investments in subsidiaries in South Africa, the Czech Republic, Peru, Australia, Poland and Colombia.
(ii) Cross currency swaps
The company has entered into several cross currency swaps to manage the groups exposure to foreign exchange risk relating to subsidiaries
in South Africa, Australia, Poland, and the Netherlands.
(iii) Interest rate swaps
The company holds a number of interest rate swaps to receive oating rates and pay xed rates, held as an economic offset to a number of
interest rate swaps that receive xed rates and pay oating rates that were previously held in a fair value hedge relationship.
Analysis of notional amounts on all outstanding nancial instruments held by the company is as follows:
2013
m
2012
m
Forward foreign currency contracts
SA rand 2,136 245
Czech koruna 1,095 6,825
Peruvian nuevo sol 310 631
Australian dollar 500 500
Pounds sterling 72 119
Swiss franc 43
Polish zloty 11
Colombian peso 445,500 490,476
SA rand 1,404 1,404
Australian dollar 46
Euro 317 317
Interest rate swaps
Fair value hedges
US dollar 2,500 1,750
Euro 500 500
Book value
2013
US$m
Fair value
2013
US$m
Book value
2012
US$m
Fair value
2012
US$m
Current borrowings 1,648 1,659 2 2
Non-current borrowings 3,545 3,675 7,218 7,592
Current borrowings in the table above exclude amounts owed to subsidiary undertakings. Non-current borrowings in the table above include
amounts owed to subsidiary undertakings.
Derivatives, cash and cash equivalents, short-term deposits, loan participation deposit, debtors and creditors (excluding borrowings) are not
included in the table above because their book values are an approximation of their fair values. The fair value of the companys xed rate loans
are calculated by discounting expected future cash ows using the appropriate yield curve. The book values of oating rate borrowings
approximate to their fair value.
Fair value gain/(loss) on nancial instruments recognised in the prot and loss account
2013
US$m
2012
US$m
Derivative nancial instruments:
Forward foreign currency contracts 35 (108)
Interest rate swaps designated as fair value hedges (51) 100
Cross currency swaps 48 107
Guarantee fees 62 22
94 121
Other nancial instruments:
Non-current borrowings designated as the hedged item in a fair value hedge 42 (156)
Total fair value gain/(loss) on nancial instruments recognised in the prot and loss account 136 (35)
Other nancial liabilities
Other nancial liabilities include guarantee fee liabilities as disclosed in notes 7 and 8.
The company has guaranteed the bank overdrafts and drawn components of bank loans of a number of subsidiaries. Under the terms of the
nancial guarantee contracts, the company will make payments to reimburse the lenders upon failure of the guaranteed entity to make
payments when due.
Terms and notional values of the liabilities guaranteed were as follows:
Year of maturity
2013
US$m
2012
US$m
2014 581 2,175
2015 1,060 1,000
2016 684 750
2017 2,054 2,054
2020 1,282
2022 2,500 2,500
2042 1,500 1,500
9,661 9,979
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10. Reconciliation of movements in shareholders funds
Share
capital
US$m
Share
premium
US$m
Merger
relief
US$m
Hedging
reserve
US$m
EBT
US$m
Treasury
shares
US$m
Prot and
loss account
US$m
Total
US$m
At 1 April 2012 166 6,480 4,586 2 (103) (1,097) 5,860 15,894
Issue of share capital 1 101 102
Cash ow hedges fair value losses (8) (8)
Transfer into EBT (70) 70
Purchases of EBT shares (53) (53)
Capital contribution relating to share-based
payments 95 95
At 31 March 2013 167 6,581 4,586 (6) (157) (1,027) 6,186 16,330
Foreign exchange differences recognised in the prot for the year, except for those arising on nancial instruments measured at fair value under
FRS 26, were gains US$1 million (2012: US$111 million).
In March 2013 4.6 million treasury shares with an original cost to the company of US$70 million were transferred into the EBT reserve at no gain
or loss to the company.
Further information relating to the share capital, share premium, the treasury shares and the EBT reserve of the company is detailed in notes 25
and 26 to the consolidated nancial statements of the group. Details of share incentive schemes are provided in note 25 to the consolidated
nancial statements of the group. Details of dividends paid and proposed for the year are provided in note 9 to the consolidated nancial
statements of the group.
11. Prot and loss information
Information relating to directors remuneration is included in the directors remuneration report on pages 66 to 85.
Details of auditors remuneration are provided in note 3 to the consolidated nancial statements of the group.
Operating leases
Operating lease charges recognised in the prot and loss during the year were as follows:
2013
US$m
2012
US$m
Plant and machinery 4 4
Other 8 8
12. Other information
a. Deferred tax assets have not been recognised in respect of the following:
2013
US$m
2012
US$m
Tax losses 92 72
Depreciation in excess of capital allowances 12 11
Accruals and provisions 1 1
135 109
b. Contingent liabilities and guarantees
2013
US$m
2012
US$m
Capital expenditure contracted but not provided 2
The company has guaranteed borrowings in respect of certain subsidiary undertakings. Guarantee fees received from 100% owned
subsidiaries were US$63 million (2012: US$22 million). Guarantees to third parties provided in respect of bank facilities were US$174 million.
Note 13 details guarantee fees paid to related parties.
At 31 March 2013 the company had annual commitments under non-cancellable operating leases as follows:
2013
US$m
2012
US$m
Land and buildings
Within one year 1
Between two and ve years 1 1
After ve years 5 5
Other
Within one year 1 1
13. Related party transactions
Transactions with undertakings which are not wholly owned
The company has taken advantage of the exemption provided under FRS 8 not to disclose transactions with subsidiaries which are wholly
owned. During the year the company had transactions with undertakings in which it does not hold a 100% interest.
2013
US$m
2012
US$m
Interest received from subsidiary undertakings 2
Guarantee fee income from subsidiary undertakings 1 1
Loan participation deposit compensation from an associated undertaking 100
Income from recharges to subsidiary undertakings
1
119 134
Guarantee fees paid to subsidiary undertakings (1) (1)
1
The company received income from recharges related to business capability programme costs.
At 31 March
2013
US$m
2012
US$m
Amounts owed by subsidiary undertakings 23 25
Amounts owed to subsidiary undertakings (12) (4)
Amounts owed to associated undertakings
1
(100)
Loans to associated undertakings 60
1
Amounts owed to associated undertakings relates to compensation received from Castel in recognition of a loan participation deposit advanced to the Angolan businesses by
SABMillerplc. The Angolan businesses are managed by Castel.

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Income statements
Group revenue 34,487 31,388 28,311 26,350 25,302
Revenue 23,213 21,760 19,408 18,020 18,703
Operating prot 4,203 5,013 3,127 2,619 3,148
Net nance costs (735) (562) (525) (563) (706)
Share of post tax results of associates and joint ventures 1,244 1,152 1,024 873 516
Taxation (1,201) (1,126) (1,069) (848) (801)
Non-controlling interests (237) (256) (149) (171) (276)
Prot for the year attributable to owners of the parent 3,274 4,221 2,408 1,910 1,881
Adjusted earnings 3,796 3,400 3,018 2,509 2,065
Balance sheets
Non-current assets 50,588 50,998 34,870 33,604 28,156
Current assets 5,683 4,851 4,178 3,895 3,472
Assets of disposal group classied as held for sale 23 79 66
Total assets 56,294 55,928 39,114 37,499 31,628
Derivative nancial instruments (86) (109) (135) (321) (142)
Borrowings (18,548) (19,226) (8,460) (9,414) (9,618)
Other liabilities and provisions (10,199) (10,554) (7,694) (7,171) (5,751)
Liabilities of disposal group classied as held for sale (1) (7) (66)
Total liabilities (28,834) (29,896) (16,355) (16,906) (15,511)
Net assets 27,460 26,032 22,759 20,593 16,117
Total shareholders equity 26,372 25,073 22,008 19,910 15,376
Non-controlling interests in equity 1,088 959 751 683 741
Total equity 27,460 26,032 22,759 20,593 16,117
Cash ow statements
Adjusted EBITDA 6,835 6,183 5,617 5,020 4,667
EBITDA 5,758 4,979 4,502 3,974 4,164
Net working capital movements (204) 258 66 563 (493)
Net cash generated from operations 5,554 5,237 4,568 4,537 3,671
Net interest paid (770) (407) (640) (640) (722)
Tax paid (683) (893) (885) (620) (766)
Net cash inow from operating activities 4,101 3,937 3,043 3,277 2,183
Net capital expenditure and other investments (1,440) (1,522) (1,245) (1,483) (2,082)
Net investments in subsidiaries, joint ventures and associates (223) (11,095) (183) (504) (533)
Dividends received from joint ventures, associates and other investments 1,000 1,017 911 815 606
Net cash inow/(outow) before nancing and dividends 3,438 (7,663) 2,526 2,105 174
Net cash (outow)/inow from nancing (517) 8,819 (1,214) (804) 615
Dividends paid to shareholders of the parent (1,517) (1,324) (1,113) (924) (877)
Effect of exchange rates (51) (39) 25 90 22
Increase/(decrease) in cash and cash equivalents 1,353 (207) 224 467 (66)
Per share information (US cents per share)
Basic earnings per share 205.9 266.6 152.8 122.6 125.2
Diluted earnings per share 203.5 263.8 151.8 122.1 124.6
Adjusted basic earnings per share 238.7 214.8 191.5 161.1 137.5
Net asset value per share
2
1,579.4 1,506.5 1,326.6 1,203.2 969.9
Total number of shares in issue (millions) 1,669.7 1,664.3 1,659.0 1,654.7 1,585.4
Other operating and nancial statistics
Return on equity (%)
3
14.4 13.6 13.7 12.6 13.4
EBITA margin (%) 18.6 17.9 17.8 16.6 16.3
Adjusted EBITDA margin (%) 24.1 23.0 22.9 21.7 20.9
Interest cover (times) 9.1 11.4 10.8 9.3 6.7
Free cash ow (US$m) 3,230 3,048 2,488 2,028 106
Total borrowings to total assets (%) 32.9 34.4 21.6 25.1 30.4
Net cash generated from operations to total borrowings (%) 29.9 27.2 54.0 48.2 38.2
Revenue per employee (US$000) 329.3 305.9 280.4 256.9 272.5
Average monthly number of employees 70,486 71,144 69,212 70,131 68,635
Restated for the adjustments made to the provisional fair values relating to the Fosters, the Pacic Beverages and the International Breweries acquisitions.
Net asset value per share is calculated by dividing shareholders equity by the closing number of shares in issue.
This is calculated by expressing adjusted earnings as a percentage of total shareholders equity.
Five-year nancial review
for the years ended 31 March
2013
US$m
2012
US$m
2011
US$m
2010
US$m
2009
US$m
Group revenue
Segmental analysis
Latin America 7,821 7,158 6,335 5,905 5,495
Europe 5,767 5,482 5,394 5,577 6,145
North America 5,355 5,250 5,223 5,228 5,227
Africa 3,853 3,686 3,254 2,716 2,567
Asia Pacic 5,685 3,510 2,026 1,741 1,565
South Africa:
Beverages 5,540 5,815 5,598 4,777 3,955
Hotels and Gaming 466 487 481 406 348
34,487 31,388 28,311 26,350 25,302
Operating prot (excluding share of associates and joint ventures)
Segmental analysis
Latin America 1,983 1,736 1,497 1,270 1,057
Europe 652 804 857 840 900
North America 7 16 12 230
Africa 439 422 365 316 354
Asia Pacic 462 124 (22) (34) (2)
South Africa: Beverages 1,062 1,091 997 826 704
Corporate (202) (190) (147) (139) (97)
Operating prot before exceptional items 4,403 3,987 3,563 3,091 3,146
Exceptional (charge)/credit
Latin America (63) (119) (106) (156) 45
Europe (64) 1,135 (261) (202) (452)
North America 409
Africa 79 162 (4) (3)
Asia Pacic (104) (70)
South Africa: Beverages (22) (41) (188) (53)
Corporate (26) (41) 123 (58)
(200) 1,026 (436) (472) 2
Operating prot after exceptional items 4,203 5,013 3,127 2,619 3,148
EBITA
Segmental analysis
Latin America 2,112 1,865 1,620 1,386 1,173
Europe 784 836 887 872 944
North America 771 756 741 619 581
Africa 838 743 647 565 562
Asia Pacic 855 321 92 71 80
South Africa:
Beverages 1,129 1,168 1,067 885 764
Hotels and Gaming 134 135 137 122 122
Corporate (202) (190) (147) (139) (97)
6,421 5,634 5,044 4,381 4,129
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Denitions
Financial denitions
Adjusted earnings
Adjusted earnings are calculated by adjusting headline earnings (as
dened below) for the amortisation of intangible assets (excluding
computer software), integration and restructuring costs, the fair value
movements in relation to capital items for which hedge accounting
cannot be applied and other items which have been treated as
exceptional but not included above or as headline earnings
adjustments together with the groups share of associates and joint
ventures adjustments for similar items. The tax and non-controlling
interests in respect of these items are also adjusted.
Adjusted EBITDA
This comprises EBITDA (as dened below) before cash ows from
exceptional items and includes dividends received from our joint
venture, MillerCoors. Dividends received from MillerCoors
approximate to the groups share of the EBITDA of the MillerCoors
joint venture.
Adjusted EBITDA margin
This is calculated by expressing adjusted EBITDA as a percentage of
revenue plus the groups share of MillerCoors revenue.
Adjusted net nance costs
This comprises net nance costs excluding fair value movements in
relation to capital items for which hedge accounting cannot be
applied and any exceptional nance charges or income.
Adjusted prot before tax
This comprises EBITA less adjusted net nance costs and less the
groups share of associates and joint ventures net nance costs on
asimilar basis.
Constant currency
Constant currency results have been determined by translating the
local currency denominated results for the year ended 31 March at
the exchange rates for the prior year.
EBITA
This comprises operating prot before exceptional items, amortisation
of intangible assets (excluding computer software) and includes the
groups share of associates and joint ventures operating prot on a
similar basis.
EBITA margin (%)
This is calculated by expressing EBITA as a percentage of group
revenue.
EBITDA
This comprises the net cash generated from operations before
working capital movements. This includes cash ows relating to
exceptional items incurred in the year.
EBITDA margin (%)
This is calculated by expressing EBITDA as a percentage of revenue.
Effective tax rate (%)
The effective tax rate is calculated by expressing tax before tax on
exceptional items and on amortisation of intangible assets (excluding
computer software), including the groups share of associates and
joint ventures tax on the same basis, as a percentage of adjusted
prot before tax.
Free cash ow
This comprises net cash generated from operating activities less
cashpaid for the purchase of property, plant and equipment, and
intangible assets, net investments in existing associates and joint
ventures (in both cases only where there is no change in the groups
effective ownership percentage) and dividends paid to non-controlling
interests plus cash received from the sale of property, plant and
equipment and intangible assets and dividends received.
Group revenue
This comprises revenue together with the groups share of revenue
from associates and joint ventures.
Headline earnings
Headline earnings are calculated by adjusting prot for the nancial
period attributable to owners of the parent for items in accordance
with the South African Circular 3/2012 entitled Headline Earnings.
Such items include impairments of non-current assets and prots or
losses on disposals of non-current assets and their related tax and
non-controlling interests. This also includes the groups share of
associates and joint ventures adjustments on the same basis.
Interest cover
This is the ratio of adjusted EBITDA to adjusted net nance costs.
Net debt
This comprises gross debt (including borrowings, borrowings-related
derivative nancial instruments, overdrafts and nance leases) net of
cash and cash equivalents (excluding overdrafts).
Organic information
Organic results and volumes exclude the rst 12 months results and
volumes relating to acquisitions and the last 12 months results and
volumes relating to disposals.
Total Shareholder Return (TSR)
TSR is the measure of the returns that a company has provided for
itsshareholders, reecting share price movements and assuming
reinvestment of dividends.
Sales volumes
In the determination and disclosure of sales volumes, the group
aggregates 100% of the volumes of all consolidated subsidiaries and
its equity accounted percentage of all associates and joint ventures
volumes. Contract brewing volumes are excluded from volumes
although revenue from contract brewing is included within group
revenue. Volumes exclude intra-group sales volumes. This measure
ofvolumes is used for lager volumes, soft drinks volumes, other
alcoholic beverage volumes and beverage volumes and is used in the
segmental analyses as it more closely aligns with the consolidated
group revenue and EBITA disclosures.
KPI denitions How we measure
Total Shareholder Return (TSR) in excess of
the median of peer group over ve-year periods
(2012 and 2011: three-year periods)
TSR performance is measured by taking the percentage growth in
our TSR over the ve-year period (2012 and 2011: three-year period)
to the date aligned with the related measurement date of performance
share awards for the excom, and deducting the percentage growth in
the TSR of the median of our peer group over the same period.
Growth in adjusted earnings per share (EPS)
Growth in adjusted EPS is measured by comparing the adjusted
EPSfor the current year with that of the prior year. Adjusted EPS is
measured using adjusted earnings divided by the basic number of
shares in issue. Adjusted earnings are measured using the denition
on page 180.
Free cash ow
Free cash ow is measured using the denition on page 180.
Proportion of our total lager volume from markets in which
wehave No. 1 or No. 2 national market share positions
Lager volumes generated in markets where we have a number one or
number two national beer market share position divided by total lager
volumes. Lager volumes are measured as dened on page 180.
Proportion of group EBITA from developing and
emergingeconomies
EBITA generated in developing and emerging economies divided by
group EBITA before corporate costs. EBITA is dened on page 180.
Developing and emerging economies are as dened by the
International Monetary Fund (IMF).
Organic growth in lager volumes
Organic growth in lager volumes is measured by comparing lager
volumes in the year with those in the prior year excluding the effects
of acquisitions and disposals (organic information is dened on
page180). Lager volumes are measured as dened on page 180.
Group revenue growth (organic, constant currency)
Growth in group revenue compared with the prior year is measured
on a constant currency basis (as dened on page 180) and excluding
the effects of acquisitions and disposals (organic information is
dened on page 180). Group revenue is dened on page 180.
Revenue growth in premium brands (constant currency)
Growth in revenue from sales of premium brands compared with the
prior year is measured on a constant currency basis (as dened on
page 180). Premium brands are those in the premium segment as
dened on this page.
EBITA growth (organic, constant currency)
EBITA growth compared with the prior year is measured on a
constant currency basis (as dened on page 180) and excluding
theeffects of acquisitions and disposals (organic information is
dened on page 180). EBITA is dened on page 180.
EBITA margin
EBITA margin is dened on page 180.
Hectolitres of water used at our breweries per hectolitre
oflager produced
Water used at our breweries divided by the volume of lager produced.
This includes 100% of all consolidated subsidiaries together with the
equity accounted percentage share of the MillerCoors joint venture.
Fossil fuel emissions from energy used at our breweries
perhectolitre of lager produced
Fossil fuel emissions are measured by the total amount of carbon
dioxide (CO2) in kilograms released to the atmosphere by our brewery
operations divided by the volume of lager produced. The total amount
of CO2 is the sum of direct emissions produced by the combustion
offuel (e.g. coal, oil, gas) and indirect emissions from the use of
electricity and steam. Emissions are calculated using the
internationally recognised WRI/WBCSD Greenhouse Gas Protocol.
This includes 100% of all consolidated businesses together with the
equity accounted percentage share of the MillerCoors joint venture.
Cumulative nancial benets from our business
capabilityprogramme
Incremental cash ows generated as a result of the adoption of new
processes and systems including incremental revenues, reduced cost
of goods sold and overheads, reduced investment in working capital
and lower cost of capital investments.
KPI explanation of change
We have moved to a ve-year TSR measurement period for the
purpose of the TSR KPI as the performance share awards with
three-year TSR measurement periods for the excom have all
nowvested and only awards with ve-year TSR measurements
periods remain. The change has had no signicant impact on
theTSRtrend.
Non-nancial denitions
Corporate Governance Code
The UK Corporate Governance Code, as adopted by the Financial
Reporting Council.
Direct economic value generated
Revenue plus interest and dividend receipts, royalty income and
proceeds of sales of assets (in accordance with guidance by the
Global Reporting Initiative GRI EC1).
Economy segment
Taking the leading brand in the most popular pack type as the
standard (=100), brands with a weighted average market price which
fall below an index of 90 form the economy segment. Normally, all
brands in this segment will be local brands.
International brewers index
The index of international brewers charts the share price progression
of the companys closest peers in the global brewing industry
Anheuser-Busch InBev, Carlsberg, Heineken and Molson Coors,
relative to 1 April 2010. The index is weighted relative to the market
capitalisation of the brewers as at 1 April 2010.
Mainstream segment
standard (=100), the mainstream segment is formed of brands with
aweighted average market price which fall into the 90-109 band.
Mainstream brands tend to be local.
PET
PET is short for polyethylene terephthalate, a form of plastic which is
used for bottling alcoholic and non-alcoholic drinks.
Premium segment (worthmore segment in the USA)
standard (=100), brands with a weighted average market price which
have an index of 110+ form the premium segment. The premium
segment comprises local, regional and global brands.
STRATE
STRATE stands for Share Transactions Totally Electronic, an unlisted
company owned by JSE Limited and Central Securities Depository
Participants (CSDP), which exists to allow share transactions in South
Africa to be settled electronically.
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Listed below are analyses of holdings extracted from the register of ordinary shareholders at the year end:
Number of
shareholders
Percentage of
share capital
Portfolio size
1 1,000 44,219 0.76
1,001 10,000 8,563 1.57
10,001 100,000 683 1.05
100,001 1,000,000 732 15.39
1,000,001 and over 159 81.23
54,356 100.00
Category
Banks 5 0.12
Individuals, Nominees & Trusts 52,512 10.65
Insurance Companies 153 5.75
Investment Companies 26 0.97
Medical Aid Schemes 26 0.14
Mutual Funds 712 18.46
Other Corporate Entities 16 42.55
Pension Funds 774 14.83
Other 132 6.53
54,356 100.00
Substantial shareholdings
As at 3 June 2013, we had received the following notications of interests in voting rights of the issued share capital of the company pursuant
to Rule 5.1.2 of the Disclosure and Transparency Rules:
Date of
notication
Number
of shares
Percentage
of issued
share capital
Altria Group, Inc. 29 June 2012 430,000,000 26.99
BevCo Ltd 20 March 2007 225,000,000 14.98
Public Investment Corporation 13 January 2009 67,663,248 4.49
Kulczyk Holding S.A. 28 March 2013 48,000,000 2.99
The Companies Act requires disclosure of persons with signicant direct or indirect holdings of securities as at year end. At the year end we
were aware of the following shareholdings:
Percentage
of issued
share capital
Altria Group, Inc. 26.84
BevCo Ltd 14.04
Public Investment Corporation 3.22
Kulczyk Holding S.A. 2.99
Ordinary shareholding analyses
Financial reporting calendar and annual general meeting
Interim management statement and annual general meeting July 2013
Announcement of interim results, for half-year to September November 2013
Interim management statement January 2014
Preliminary announcement of annual results May 2014
Annual nancial statements published June 2014
Dividends Declared Paid
Ordinary:
Interim November December
Final May August
Unsolicited investment advice warning to shareholders
Many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment
matters. These are typically from overseas-based brokers who target UK shareholders offering to sell them what often turn out to be
worthless or high-risk shares in US or UK investments. They can be very persistent and extremely persuasive. A 2006 survey by the Financial
Services Authority, now the Financial Conduct Authority (FCA), reported that the average amount lost by investors was around 20,000. Itisnot
just the novice investor that has been duped in this way; many of the victims had been successfully investing for several years. Shareholders
are advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free reports into thecompany.
If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and organisation.
Check that they are properly authorised by the FCA before getting involved. You can check at http://www.fca.org.uk/rms/systems-
reporting/register/search
The FCA also maintains on its website a list of unauthorised overseas rms who are targeting, or have targeted, UK investors and any
approach from such organisations should be reported to the FCA so that this list can be kept up to date and any other appropriate action
can be considered.
Report the matter to the FCA either by calling 0800 111 6768 or by completing an online form at: http://www.fca.org.uk/consumers/
scams/investment-scams/share-fraud-and-boiler-room-scams/reporting-form. If you deal with an unauthorised rm, you would
not be eligible to receive payment under the Financial Services Compensation Scheme.
South African shareholders may report such approaches to the Financial Services Board (FSB) on:
Toll Free: 0800 110443 or 0800 202087
Email: [email protected]
Complete the FSB online complaint form which can be found on their website www.fsb.co.za.
Shareholders diary
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SABMiller plc
Incorporated in England and Wales (Registration No. 3528416)
General Counsel and Group Company Secretary
John Davidson
Registered ofce
SABMiller House
Church Street West
Woking
Surrey, England
GU21 6HS
Telephone +44 1483 264000
Head ofce
One Stanhope Gate
London, England
W1K 1AF
Telephone +44 20 7659 0100
Internet address
www.sabmiller.com
Investor relations
Telephone +44 20 7659 0100
Telephone +44 1483 264134
Independent auditors
PricewaterhouseCoopers LLP
1 Embankment Place
London, England
WC2N 6RH
Telephone +44 20 7583 5000
Registrar (United Kingdom)
Capita Registrars
The Registry
34 Beckenham Road
Beckenham
Kent, England
BR3 4TU
Telephone +44 20 8639 3399
(outside UK)
Telephone 0871 664 0300
(from UK calls cost 10p per minute
plus network extras, lines are open
8.30am-5.30pm Mon-Fri)
www.capitaregistrars.com
Registrar (South Africa)
Computershare Investor Services (Pty) Limited
70 Marshall Street, Johannesburg
PO Box 61051
Marshalltown 2107
South Africa
Telephone +27 11 370 5000
United States ADR Depositary
JP Morgan Depositary Bank
1 Chase Manhattan Plaza, Floor 58
New York, NY 10005
Telephone U.S: 866 JPM-ADRS
Outside the U.S: +1 866 576-2377
Administration
Cautionary statement
This document does not constitute an offer to sell or issue
orthe solicitation ofan offer to buy or acquire ordinary shares
in the capital of SABMiller plc (the company) or any other
securities of the company in any jurisdiction or an inducement
to enter into investment activity.
This document is intended to provide information to shareholders.
Itshould not be relied upon by any other party or for any other purpose.
This document includes forward-looking statements with respect
tocertain of SABMiller plcs plans, current goals and expectations
relating to its future nancial condition, performance and results.
Thesestatements contain the words anticipate, believe, intend,
estimate, expect and words of similar meaning. All statements other
than statements of historical facts included in this document, including,
without limitation, those regarding the companys nancial position,
business strategy, plans and objectives of management for future
operations (including development plans and objectives relating to
thecompanys products and services) are forward-looking statements.
Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual
results, performance or achievements of the company to be materially
different from future results, performance or achievements expressed
or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the
companys present and future business strategies and the environment
in which the company will operate in the future. These forward-looking
statements speak only as at the date of this document. Factors which
may cause differences between actual results and those expected or
implied by the forward-looking statements include, but are not limited
to: material adverse changes in the economic and business conditions
in the markets in which SABMiller operates; increased competition and
consolidation in the global brewing and beverages industry; changes in
consumer preferences; changes to the regulatory environment; failure
to deliver the integration and cost-saving objectives in relation to the
Fosters acquisition; failure to derive the expected benets from the
business capability programme; and uctuations in foreign currency
exchange rates and interest rates. The company expressly disclaims
any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained herein to reect any
change in the companys expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based. The past business and nancial performance
ofSABMiller plc is not to be relied on as an indication of its
futureperformance.
The paper used in the report contains 75% recycled content, all
ofwhich is sourced from de-inked post-consumer waste. All of the
pulp is bleached using an elemental chlorine free process (ECF).
Printed inthe UK by CPI Colour, a CarbonNeutral
company. Both
manufacturing mill and the printer are registered to the Environmental
Management System ISO14001 and are Forest Stewardship Council

(FSC) chain-of-custody certied.
Designed by Further
furthercreative.co.uk
SABMiller plc Annual Report 2013
Registered ofce
SABMiller House
Church Street West
Woking
Surrey
England
GU21 6HS
Telephone +44 1483 264000
www.sabmiller.com

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SABMiller plc

Annual Report 2013

Our March 2013 board and committee meetings were

Year ending 31 March 2014

E A G Mackay 19 May 2006 Vested 10.61 230,000 230,000 230,000

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