annual report
sabmiller plc annual report 2008 about sabmiller plc
one of the world’s largest brewers sabmiller has brewing interests
and distribution agreements across six continents our wide portfolio 
of brands includes premium international beers such as pilsner urquell
peroni nastro azzurro miller genuine draft and grolsch along with
marketleading local brands such as aguila castle miller lite 
snow and tyskie six of our brands are among the top 50 in the world
we are also one of the world’s largest bottlers of cocacola products
overview
01 our performance
02 the group at a glance
operating and financial review
04 chairman’s statement
06 the global beer market
07 chief executive’s review
10 our strategic priorities 
10 creating a balanced and attractive global spread
of businesses
12 developing strong relevant brand portfolios
in the local market
14 constantly raising the performance of local businesses
16 leveraging our global scale
18 chief financial officer’s review 
24 operations review
24 latin america
25 europe
26 north america
27 africa and asia
28 south africa
30 sustainable development
governance
34 corporate governance 
42 board of directors 
44 executive committee
45 directors’ report 
49 remuneration report
financial statements
60 statement of directors’ responsibilities on 
the consolidated financial statements
61 independent auditors’ report to the members 
of sabmiller plc
62 consolidated income statement
63 consolidated balance sheet
64 consolidated cash flow statement
65 consolidated statement of recognised 
income and expense 
66 notes to the consolidated financial statements
134 statement of directors’ responsibilities on the 
company financial statements 
135 independent auditors’ report to the members 
of sabmiller plc 
136 balance sheet of sabmiller plc
137 notes to the company financial statements 
146 fiveyear financial review
148 definitions 
shareholder information
149 ordinary shareholding analyses 
150 shareholders’ diary
151 administration
for more information or to download our 
sustainable development report 2008 please go to
sabmillercom
front cover photograph sabmiller associate
cr snow is china’s largest brewer and the
snow brand is china’s leading beer brand our performance 1
sabmiller plc annual report 2008
our performance
overview operating and financial review governance financial statements shareholder information
04 05 07 06 08
25000
20000
10000
15000
5000

15
2008 us 21410m
2007 us 18620m
profit before tax

16
2008 us 3264m
2007 us 2804m
revenue
1
usm
04 05 07 06 08
5000
4000
2000
3000
1000

15
2008 us 4141m
2007 us 3591m
adjusted earnings
3
per share

19
2008 us cents 1431
2007 us cents 1200
ebita
2
usm
04 05 07 06 08
60
50
20
30
40
10

16
2008 us cents 580
4
2007 us cents 500
net cash from operations

6
2008 us 4276m
2007 us 4018m
dividends per share us cents
1 revenue excludes the attributable share of associates’ revenue of us2418 million 2007 us2025 million
2 note 2 provides a reconciliation of operating profit to ebita which is defined as operating profit before exceptional items and
amortisation of intangible assets excluding software but includes the group’s share of associates’ operating profit on a similar
basis as described in the chief financial officer’s review ebita is used throughout this report 
3 reconciliation of adjusted earnings to the statutory measure of profit attributable to equity shareholders is provided in note 8
4 subject to shareholder approval of final dividend at agm
■
group lager volumes up 11 to 239 million hectolitres hl organic growth of 7
■
ebita up 15 and 9 on an organic constant currency basis despite rising input costs
■
mix benefits and strong pricing improve miller ebita in the usa
■
volume price and productivity gains drive excellent earnings growth in europe –
ebita up 30
■
latin america lager volume growth of 5 despite exceptional prior year – ebita up 17
■
africa lager volumes up 6 organically – substantial investment programme to capture
growth opportunities
■
cr snow volume growth continues ahead of the china market – snow brand up 63
■
south africa lager volumes level – a satisfactory result given loss of a premium brand  2 the group at a glance
sabmiller plc annual report 2008
the group at a glance
over the past 20 years we have grown rapidly from our original south african base
into a global operation developing a balanced and attractive portfolio of businesses
our markets range from developed economies such as the usa to fastgrowing
developing markets such as china and india
wwwsabmillercom
key highlights latin america europe
200
more than 200 brands owned
139
total number of breweries 
691 16
total average number 
of employees 
239 million
total volume of lager sold
hectolitres
our primary brewing and beverage
operations cover six countries these 
are colombia el salvador ecuador
honduras panama and peru we are 
the number one brewer in terms of
market share in each of these countries
we bottle soft drinks for the cocacola
company in el salvador and honduras
and for pepsico international in panama
and bolivia in 2007 we entered the
puerto rico market with our international
premium beer brands
25 
contribution to group ebita 2008
17
total number of breweries 
16
total number of bottling plants
25389
total average number of employees 
top selling brands
key local lager brands include 
aguila atlas balboa barena 
cristal club club colombia costeña
cusqueña pilsen callao golden light
pilsen poker pilsener port royal and
salva vida
for more information see pages 2425
top selling brands
key local lager brands include 
arany aszok débowe mocne dorada
dreher gambrinus grolsch kozel 
lech nastro azzurro pilsner urquell
peroni šariš radegast timisoreana lux
topvar tropical tyskie ursus zolotaya
bochka and zubr
for more information see pages 2526
23
contribution to group ebita 2008
21
total number of breweries 
12921
total average number of employees
our primary brewing operations cover 
nine countries these are the canary
islands spain czech republic 
hungary italy poland romania russia
slovakia and the netherlands in the
majority of these countries we are the
number one or two brewer
we also have significant import
businesses in the uk and germany
where we import our international
premium brands
 see note 6 to the consolidated financial statements 
 volumes are defined in the ‘definitions’ section on page 148 the group at a glance 3
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
north america
miller brewing company is the second
largest brewer in the us market – the
beer market with the world’s biggest
profit pool through more than 150 years
of innovation and brewing excellence
miller has built a portfolio of award
winning beers miller chill one of its
newest brands was the most successful
new product introduction in the us beer
industry last year
miller has licensed production in canada
and distribution in mexico
11
contribution to group ebita 2008 
8
total number of breweries 
5991
total average number of employees
africa and asia
14
contribution to group ebita 2008
86
total number of breweries
12
total number of bottling plants 
12806
total average number of employees 
south africa
the south african breweries ltd sab
ltd is our original brewing company
founded in 1895 sab ltd has since
become one of south africa’s leading
companies as well as africa’s largest
brewer the soft drinks division of sab
ltd is south africa’s largest producer of
products for the cocacola company
sabmiller has hotel and gaming interests
through the tsogo sun group one of the
largest hotel and gaming groups in south
africa the group was created in 2003
when sabmiller and tsogo investments
merged their activities at the time it was
the largest empowerment transaction in
the sector and sabmiller holds a 49
interest in the group
27 
contribution to group ebita 2008
7
total number of breweries
7
total number of bottling plants 
11749
total average number of employees 
in africa our primary brewing and beverage
operations cover 31 countries and we are
the number one brewer in terms of market
share in most of these countries in 12 of
these countries we have management
control while in the others we have a
strategic alliance with castel and a minority
shareholding in kenya and zimbabwe
we bottle soft drinks for the cocacola
company in 20 of our african markets
cr snow our partnership with china
resources enterprise limited is the largest
brewer by volume in china and we are the
second largest brewer in india we have 
a joint venture in vietnam with vinamilk
and we also sell our premium brands in
australia through a joint venture with
cocacola amatil
top selling brands
key local lager brands include 
miller lite miller chill miller genuine
draft miller high life milwaukee’s 
best and leinenkugel’s
for more information see pages 2627
top selling brands
key local lager brands include 
2m castle lager castle milk stout
chibuku sorghum club club pilsner
eagle clear sorghum foster’s
haywards laurentina kilimanjaro
manica mosi nduvo n’gola nile
special royal challenge safari snow
stone st louis and zorok
for more information see pages 2728
top selling brands
key local brands include 
carling black label castle lager 
castle lite castle milk stout hansa
marzen gold hansa pilsener redd’s
brutal fruit sarita and skelter’s straight
for more information see pages 2829 the fact that we’ve been able to deliver such a good
performance is testament to the strength of our brands 
and the group’s operational capability
4 chairman’s statement
sabmiller plc annual report 2008
chairman’s statement
in the price of barley and hops at the
same time rising oil prices have put up 
the cost of transport glass and aluminium
despite higher input costs we’ve been
able to maintain our group margin this year
at 174 which is quite an achievement 
as the chief financial officer explains in 
his review
given the mediumterm growth momentum 
in our business we continue to make
substantial investments in recent months
we’ve been upgrading our breweries
building new facilities in countries such as
colombia russia and china and investing
in sales and distribution in the form of new
bottles and fridges as a result our overall
investment has almost doubled from just
over us12 billion to us20 billion over
the past 12 months and will remain high 
in the current year
also essential to our future growth 
is our ability to address the social and
environmental issues that affect the health
and prosperity of the communities in which
we operate as we describe more fully on
page 30 we’re guided in this respect by
10 social and environmental priorities two
years on from introducing these priorities
we’re at the point where every sabmiller
business has either reached the minimum
level of compliance with all ten or has a
plan to do so 
operational highlights
in october 2007 we announced our
intention to combine miller with the us 
and puerto rico operations of another
great us brewing company coors 
the proposed joint venture will create 
a stronger brandled us brewer with 
the scale resources and distribution
capabilities to operate more effectively 
in the increasingly competitive us
marketplace we hope to complete
the transaction in mid2008
the other main highlight of the year 
was our acquisition of the dutch company
royal grolsch nv with its rich northern
european heritage the grolsch brand is
not only a powerful addition to sabmiller’s
portfolio but also we hope it will open 
new doors in premium markets around 
the world 
in latin america we continued our
programme of investment and raising 
the perception of the beer category 
market overview
there has been increasing uncertainty 
over the last 12 months about the 
health of the global economy and this 
has translated into substantial falls in
financial markets against this background
sabmiller’s share price has outperformed
the ftse100 by 94 and our position in
the ranking of the top 100 companies by
market capitalisation has improved one
place to stand at number 25 as calculated
on 31 march 2008
we have benefited from our bias towards
developing markets where we have well
established and advantageous positions
we are number one in china through our
associate cr snow and in the andean
region of latin america and the second
biggest brewer in india we supply six 
out of every ten beers drunk in africa 
if you include our castel alliance growth 
in our key markets still outstrips the global
average and is predicted to remain strong
over the medium term 
the question is how well the developing
world will survive the slowdown in the
global economy in most of these markets
the economic fundamentals are sounder
than those in developed markets
commentators generally believe that 
asia will remain economically dynamic
africa’s ability to continue growing is less
predictable but its strong momentum
falling debt levels and improving balances
of trade suggest that the continent’s
economies will prove resilient despite 
high interest rates in the short term in
countries such as colombia we also 
see robust economic growth continuing 
in latin america 
one effect of the recent rapid growth 
in developing markets is that national
infrastructures have sometimes failed 
to keep pace – witness the recent power
shortages in south africa a period of
slower growth will allow infrastructure
investment to catch up as is now
happening in south africa where business
and government are working together 
to address the issues 
although rising demand for commodities
has helped to create strong demand 
for our beers in commodityproducing
countries the same trend has added to 
our costs as a brewer with sharp increases
dear shareholder
this strong outturn to the year is
particularly pleasing given the scale of 
the challenge we faced at its outset 
with exceptional prioryear comparatives
rising input costs and an increasingly
competitive environment in many of our
markets it is a clear testament to the
strength of our brands and the group’s
operational capability that we have been
able to deliver such a good performance
in the event total beverage volumes 
grew 6 to 288 million hectolitres 
and earnings before interest tax and
amortisation ebita increased by 15 
to us41 billion translating into profit
before tax of us33 billion this reflects
the benefits of price increases higher sales
of premium brands gains in productivity
and the strength of a number of currencies
adjusted earnings per share benefited 
also from a lower tax rate growing 19 
to 1431 us cents 
in the light of this strong performance the
board has recommended a final dividend 
of 42 us cents per share bringing the total
for the year to 58 us cents per share – 
an increase of 16 
net cash generated from our operations 
at us43 billion was 6 above the prior
year our gearing increased as expected
to 497 mainly as a result of higher
borrowings to fund acquisitions and
the substantial us20 billion capital
investment programme discussed below
meyer kahn chairman chairman’s statement 5
sabmiller plc annual report 2008
during the year both andré parker
managing director of sabmiller africa 
and asia and norman adami president
and ceo of sabmiller americas retired 
as long serving executives they have 
both made significant and enduring
contributions to the business and will 
be greatly missed the group has been
fortunate in having a number of long
serving executives who have shown 
their dedication and commitment to 
the company over many decades in this
regard i congratulate the chief executive
graham mackay on completing 30 years
service 11 years leading the company
and wish him continued success
i am grateful to all my board colleagues for
their guidance and advice – not to mention
their invaluable contribution in upholding
the highest standards of corporate
governance the recent board changes 
will enhance the balance of independence
on the board while continuing the process 
of progressive renewal
finally i would like to welcome to the
sabmiller family our new colleagues from
grolsch and to thank all our executives
managers and staff who have worked
extremely hard to produce the current 
set of results i am also indebted to our
many business partners and to you 
our shareholders for your support
outlook
this has been another year of strong
growth for the group in the current year
volume growth in the first half will be
affected by high comparative growth 
rates and pressure on input costs will
continue to increase although pricing 
and mix benefits are again expected to
compensate for these cost increases 
the economic outlook across our global
footprint which is biased towards growth
markets in developing countries remains
positive and we will continue to benefit
from the strength of our brands
operational capability and investment 
for growth
meyer kahn
chairman
however reported ebita declined by 
7 reflecting lower premium volumes 
and significant cost increases in brewing
materials and distribution and a weakening
of the local currency 
board and executive
it is now nine years since the company
listed on the london stock exchange 
we have been fortunate to retain the
services of several distinguished non
executive directors for the whole of that
period benefiting considerably from their
insight and experience the board does
not consider it to be in the interests of the
company to require all four of the directors
who have served for nine years to retire 
at the same time favouring continuity 
and stability through orderly succession
accordingly we have announced at 
his own request the retirement of robin
renwick and the appointment of two 
new independent directors
robin renwick has made a unique and
important contribution to your company’s
success both pre and postlisting he 
has been a diligent and committed director
chairing almost all the board committees 
at various times during his tenure i thank
him most warmly for his efforts
our two new directors joined the board 
on 15 may rob pieterse is chairman of the
supervisory boards of mercurius groep bv
and royal grolsch nv and was formerly
chairman of wolters kluwer nv maria
ramos is group chief executive of south
africa’s largest transport infrastructure 
and logistics firm transnet limited having
previously been directorgeneral of the
south african national treasury 
while the full benefits are yet to be 
realised progress has been in line with 
our expectations with lager volumes up 
5 against an exceptional prioryear
performance and ebita rising 17
europe delivered another excellent result
with organic lager volume growth of 8
and reported ebita up by 30 volumes
were particularly strong in poland romania 
and russia while stronger pricing and
improved productivity more than offset
higher input costs
in north america miller brewing 
company made good progress in
reshaping its portfolio to address higher
margin highergrowth segments of the
market while also achieving price gains 
and a segmentleading 11 growth in
sales for its flagship brand miller lite
reported ebita grew by 27 mainly 
as a result of strong pricing higher
volumes and productivity and a 
oneoff reduction in canning costs 
the strong growth in africa and asia
continued with lager volumes growing
organically by 15 our african operations
benefited from robust economic conditions
and a major investment programme is
under way to meet growing demand
in china the snow brand enjoyed
exceptional growth of 63 cementing 
its position among the top three beer
brands in the world ebita for the region
increased by 22 to us568 million
finally in south africa sab ltd posted 
a satisfactory result maintaining sales
volumes despite losing a major premium
beer brand before the start of the year
overview operating and financial review governance financial statements shareholder information
share price
 
1 april 2003 to 31 march 2008
£ sterling 
03
300
900
600
international brewers index
sabmiller
1500
1200
04 05 06 07 08
source thomson datastream 6 the global beer market
sabmiller plc annual report 2008
the global beer market
five dynamics are asserting strong influence over the
global beer market
■ the inherent challenges of slowing economies
economic conditions vary greatly from market to market 
the relative tailwinds of recent years have faded in some key
markets other markets are just now beginning to show the
strain of increased commodity costs at the consumer level
this has tempered but not derailed the wellestablished trend
of consumers trading up to higherend products at a structural
level this has significantly tightened the access to capital
providing meaningful advantage to players with strong
balance sheets
■ the rise of a global middle class
according to a world bank report published in late 
2006 approximately 800 million people around the world 
are expected to join the middle class by the year 2030
these people are not only gaining the resources needed 
to purchase worldclass consumer products but they also
view those products such as professionally produced and
marketed beer as important benefits and indicators of their
improved lifestyle
■ the accelerated evolution of emerging markets
emerging economies that previously featured traditional 
beer markets are now quickly developing many commercial
characteristics once associated exclusively with developed
economies in addition to the rise of the global middle class
emerging markets are also being reshaped by ongoing
urbanisationthe united nations predicts that more than 
650 million people will migrate to urban centres over the 
next decade urbanisation enables global brewers and other
fast moving consumer goods companies to reach additional
consumers more effectively and efficiently
■ the intensification of consumer fragmentation
the growing consumer demand for variety has prompted
brewers and other alcoholic beverage players to expand 
their portfolios with new offerings that in turn has
stimulated additional consumer interest in new choices
creating a reinforcing loop that shows no signs of slowing
that growing interest in choice has also made it far more
attractive than ever before for competitors to expand into 
new local markets exerting growing pressure on established
massive brands
■ the intensification of retail consolidation
while consumer preference continues to fragment the retail
environment continues to consolidate some of that is driven
by actual structural consolidation among retailers as major
chains expand or combine but most is driven simply by 
large retailers capturing a larger percentage of consumer
transactions as increasingly wealthy consumers continue 
to gravitate to more advanced retail outlets
consequently three critical implications exist for 
global brewers
■ efficiency and execution will be more important 
than ever
while beer has always been an assetintensive business 
in which scale advantages are critical the strong surge in
commodity costs in recent years is forcing brewers to become
even more efficient marketplace execution will be challenged 
by the increased complexity inherently associated with managing
more diverse brand portfolios as well as by the demand from
the large retailers for increasingly sophisticated service
■ the key variable will be the development of strong
brands and marketing capability
strong efficiency and execution will increasingly function as
simply ‘table stakes’ in the global beer industry as developed
markets fragment and emerging markets evolve the key
competitive differentiators will be the ability to create brands
with strong consumer pull and the ability to manage diverse
local portfolios that fully address the new desires of consumers
■ discipline will be rewarded
while effective costmanagement will be critical in achieving
shortterm targets longterm advantage will go to those
companies that also continue to invest with discipline such
discipline will be particularly important in building brands and
customerservice capability both of which typically require
sustained consistent investment over time to deliver
meaningful competitive advantage
charlie frenette is an independent consultant with extensive
experience in the global beverage industry he served as a 
nonexecutive director of the miller brewing company from
20042008
a view from an independent consultant
while the current economic conditions present real challenges that must be
managed several underlying dynamics still favour global brewers within that
environment the companies that can best balance great daytoday execution
with disciplined investment in brands and capability will create important long
term competitive advantages for themselves chief executive’s review 7
sabmiller plc annual report 2008
after several brand launches and
renovations in the prior year latin america
delivered lager volume growth of 5
strong revenue and cost management 
as well as favourable currency impacts
drove solid profit growth with ebita up
17 we expect further growth as we
continue to make the beer category more
appealing through clearer segmentation 
of the market improved brand portfolios
and more effective and efficient selling 
and distribution
in north america miller brewing 
company has returned to growth after 
the previous years’ setbacks ebita was
up by 27 driven by a 4 increase in
sales to retailers along with higher pricing
brand mix improvements cost savings and
a nonrecurring gain miller’s worthmore
portfolio overall grew by nearly 50 with
the newly launched miller chill selling 
some 500000 barrels during the year
the underlying momentum of the business
will help considerably as we prepare for 
the proposed joint venture with coors 
we hope to close the transaction in 
mid2008
robust economic conditions in africa
contributed to a 6 growth in organic 
lager volumes from the group’s operations
on the continent excluding zimbabwe
beer sales in our key markets of tanzania
and mozambique continue to expand
rapidly despite tough comparisons with
the previous year growth in botswana 
has also been excellent following the
renovation of the st louis brand and 
the launch of returnable glass bottles 
our partners in africa castel have also
delivered a laudable performance in 
their markets 
in asia the group’s associate in china 
cr snow has extended its lead acquiring
a further four breweries in the year and
growing volumes by 15 on an organic
basis to bring its market share to 18
recent industrywide price increases will
help to cover rising input costs in the short
term and more importantly bode well for
future profitability in india despite over
burdening regulation we achieved organic
volume growth of 19 our importled
business in australia continues to grow
strongly albeit from a small base 
owning the growth
this year has seen another strong
performance with results continuing the
trend of several very strong years adjusted
earnings per share grew by 19 bringing
the compound annual growth rate over the
last six years to some 20 per annum at
1431 us cents our adjusted earnings per
share have very nearly trebled since 2002
review of operations
while each of our markets has its own
unique drivers of profit growth there are
common themes that have characterised
our success this year our focus on building
leading local mainstream and premium
brands and managing full brand portfolios
in each market has been successful in
driving up revenues and profits and
expanding our organic market share 
what we’ve demonstrated is that stronger
brands can deliver better value to our
consumers and sustain firmer pricing 
as a consequence revenues have grown
strongly across the business and have
more than offset higher input costs 
we have also improved our brand mix
selling more highervalue brands in packs
that generate higher margins given the
trend towards premium beers we 
continue to work hard to enhance our
offering in this segment we’re also 
starting to see a meaningful contribution
from brand innovations
consumer demand remained strong 
during the year particularly in our
developing markets as a result we’ve
continued to make significant investments
– some us20 billion in total – in additional
production capacity the provision of fridges
and the introduction of new bottles to
ensure we’re positioned to take advantage
of the growth in our markets we’ve also
invested heavily in product and packaging
innovations
europe continued its very successful 
run with marketing and brand investments
producing gains in market share in our 
six largest markets and pushing organic
lager volumes up by 8 almost a third of
volumes came from local product and pack
innovations undertaken in the last three
years the region has also seen robust
price growth with ebita rising 30 as we
capitalise on the strength of our brands
chief executive’s review
success requires a broad global spread of businesses a full portfolio 
of brands outstanding operational capability and talented people 
as a result of consistently sticking to its strategic priorities sabmiller 
has all these requisites in place
graham mackay chief executive
overview operating and financial review governance financial statements shareholder information our priority increasingly is to identify the most valuable
segments of the markets we already serve and to make 
sure we capture a higher value share of these than our
competitors we call this process ‘owning the growth’
8 chief executive’s review
sabmiller plc annual report 2008
chief executive’s review continued
our strategic priorities
principal risks
the principal risks facing the group which
have been considered by the board are
detailed below the group’s well developed
risk management process is detailed in 
the corporate governance section and 
our financial risks are discussed in note 22
to the consolidated financial statements
the global brewing industry is expected to
continue to consolidate should the group 
not participate in attractive valueadding
transactions this may inhibit its ability to
leverage additional scale benefits while
participation in global consolidation provides
opportunities to access scale benefits enter
growth markets and achieve benefits from the
group’s best operating practices there is the
risk that expected benefits may not be captured
or may be inadequate such that an appropriate
return on capital is not achieved over time 
the group has continued to make significant
progress during the period with regard to
creating a balanced and attractive global spread
of businesses as set out on pages 10 and 11
the continued development of our marketing
and growth of our brand portfolios positions 
us well to benefit from changing consumer
preferences in both developed and developing
markets however markets continue to evolve
and competitor activity is increasing and
should the group fail to ensure the relevance
and attractiveness of its brands and the
enhancement of brand marketing there is 
the risk that significant growth opportunities
may not be realised the group’s approach
and progress this year in terms of developing
strong relevant brand portfolios in local
markets is set out on pages 12 and 13
the group now operates on six continents 
and it is essential to develop and retain a
global management capability failure to
maintain this capability at a high level or
maintain our effective organisational leadership
process which can capture shared learnings
and leverage global synergies and expertise
could jeopardise our growth potential the
group’s approach to leveraging its global 
scale is detailed on pages 16 and 17
in many countries regulatory constraints 
and restrictions on alcohol products including
sales and marketing activities continue to 
be under the spotlight and management
interacts with the relevant authorities wherever
appropriate an increase in such impositions 
or in excise duties can have an adverse impact
on our business in those countries where 
such actions may take place details of the
group’s activities regarding responsible alcohol
consumption can be found in the sustainable
development review on pages 30 to 33 
the supply of some brewing raw materials 
and packaging materials has been constrained
during the past two years leading to supply
shortages and cost increases should the
group fail to ensure an adequate supply of
brewing and packaging raw materials at
competitive prices there is the risk that
margins could fall mitigating factors for the 
risk of supply constraints and rising cost 
of raw materials are covered on page 14
sabmiller has a clear strategic focus at the centre of which are the four priorities set out below and discussed in more
detail on the following pages management use a range of indicators to monitor progress against these four priorities
some of the most important measures used are identified in the accompanying table and are expanded upon in the 
chief financial officer’s review on pages 18 to 23
creating a balanced and
attractive global spread 
of businesses 
page 10
our geographical spread of operations enables us to 
capture growth in total volumes in the developing markets
and value growth as consumers around the world trade
upwards from economy to mainstream and from 
mainstream to premium brands
7
organic growth in
lager volumes
10
group revenue growth
organic constant 
currency
developing strong 
relevant brand portfolios 
in the local market 
page 12
our aim is to develop an attractive brand portfolio that 
meets consumers’ needs in each of our markets in many
markets because the growth is fastest at the top end 
we’ve been focusing on our international premium brands
such as peroni nastro azzurro and regional brands such 
as kozel in europe
05m
barrels of miller chill
sold in year one
11
growth in premium
volume in europe
constantly raising 
the performance of 
local businesses
page 14
good operational performance has always been 
an sabmiller strength while operational standards are 
already high we are continually pushing them higher as
evidenced by growing ebita and stable or rising margins
9
ebita growth organic
constant currency
174
consistent group 
ebita margin
leveraging our 
global scale 
page 16
we are leveraging our global scale to grow the business 
our business platform enables us for example to distribute
our international premium brands and build our regional
brands in addition we are using our scale to transfer skills
methods and our operational performance and efficiency
18
revenue cagr for 
the last three years
72
international growth 
of peroni nastro
azzurro volumes chief executive’s review 9
sabmiller plc annual report 2008
shorter term with input costs remaining
high it is critical to be able to secure the
raw materials we need at the lowest costs
this key priority is discussed further on
page 14 
finally we’re looking to grow by leveraging
our global scale while allowing each
business a high degree of autonomy and
accountability we’re setting up structures
and networks to foster collaboration to
ensure standard ways of doing things
where this is helpful and to capture the
best ideas and practices and disperse
them quickly through the group the
objective is to create a collaborative
learning organisation in which the whole
becomes greater than the sum of the parts
and is better able to seize the opportunities
for growth
we recognise that our people are critical 
to our success we have a strong culture
of accountability and empowerment with
clearly defined performance goals and we
support our employees with worldclass
training and development further details
are included on page 31
addressing risks
like any organisation we face a variety 
of risks recognising that risk is a fact of
business presenting opportunity as well 
as threat we aim to manage it in a way
that generates the best return for our
shareholders the well developed risk
management process described on pages
39 and 40 helps us to identify and monitor
the principal risks to the business and deal
with them appropriately the principal risks 
we face are set out opposite while financial
risks are discussed on page 97 
in summary
with the market positions we now occupy
and the strategies we’ve consistently
deployed we believe that we’re well placed
to capture the growth opportunities in 
each market to reinforce our competitive
advantages and to keep generating value
for our shareholders 
graham mackay
chief executive
the global operators however we have
well established positions and a long 
track record of success in these types 
of markets 
as time moves on the opportunities 
to expand into new territories through
mergers and acquisitions are becoming
fewer this means that while growth
through territorial expansion remains
important our priority increasingly is 
to identify the most valuable segments 
of the markets we already serve and to
make sure we capture a higher value 
share of these than our competitors 
we call this process ‘owning the growth’
owning the growth has to begin with 
a thorough analysis of consumer trends 
and marketplace dynamics before we 
can identify the opportunities we need 
to understand the evolving tastes and
preferences of different groups of
consumers trends such as premiumisation
fragmentation and the increasing importance
of female consumers will influence the way
we approach any given market then we
have to offer the right brands to the right
target audiences in order to capture the
growth where we think it exists 
here we benefit from a second of our
strengths – the ability to develop strong
relevant brand portfolios for each local
market unlike some of our competitors
we’ve never concentrated on just one
or two monolithic brands instead we’ve
developed a spectrum of strong brands
from economy to premium local to
international and traditional to experimental
this is now turning out to be an advantage
as we now have a lockerfull of brands with
which to address almost any segment of
any market where we see an opportunity
the aim is to develop and deploy these
brands for maximum competitive
advantage in each local market 
a third strength of our business is its
operational capability our strategy here is
to keep improving our daytoday execution
by consistently and relentlessly raising the
performance of each local business in our
manufacturing our routestomarket our
sales processes and every other aspect of
our operations we believe that longterm
success comes down in the end to superior
local execution recognising that each of our
local markets has is own unique features 
in south africa where sab ltd began 
the year with the loss of a major premium
brand to a competitor overall volumes
remained level while mainstream volumes
grew satisfactorily by midsingle digits 
the decline in premium volumes was
partially mitigated by the successful 
launch of hansa marzen gold and 
growth in excess of 100 for peroni
nastro azzurro soft drinks grew 4
despite tough comparatives in the final
quarter ebita declined by 7 reflecting a
weaker currency rising costs in distribution
and brewing raw materials and investment
in our marketing and sales activities 
exploiting our strengths in 
a challenging marketplace
as the chairman has indicated 
economies in general and the brewing
sector in particular face tough new
challenges against the background of 
a global economic slowdown and rising
food price inflation the current growth in
commodity prices means sharp increases
in the cost of our brewing and packaging
raw materials at the same time the
brewing industry continues to consolidate
intensifying the competition within each
market the retail environment is also
getting tougher as stores and supermarkets
claim more of the market from bars 
and restaurants where brewers’ margins
are higher 
meanwhile as the global beer market
review on page 6 explains consumers 
are seeking more choice and variety in 
their repertoire of drinks – a further trend 
to be factored into our strategy
succeeding in this challenging 
environment requires a broad global
spread of businesses a full portfolio of
brands outstanding operational capability
and talented people as a result of
sticking to the group’s strategic priorities
discussed on pages 10 to 17 i believe
sabmiller is unique among the global
brewing companies in having all these
requisites in place 
our business portfolio for example 
gives us wide geographic coverage and
advantageous exposure to emerging
markets with aboveaverage economic
growth other brewers have followed 
our lead into emerging markets and as a
result competition is increasing between
overview operating and financial review governance financial statements shareholder information 10 strategic priority one
sabmiller plc annual report 2008
strategic priority one
happening elsewhere in a young market like india with its low 
percapita consumption of beer the key is to increase our 
volumes by switching consumers to beer from other stronger
alcoholic beverages in india last year’s acquisition of foster’s 
is now contributing strongly to our growth in china part of the
strategy is to acquire new breweries four purchased in the past
year or to build from scratch where doing so adds value 
in other markets it may be more advantageous to acquire a
company that’s what we did with belgia in poland – a move 
that gave us another brewery and an economy brand that 
fills a gap in the local portfolio another acquisition was that 
of bluetongue in australia providing a local premium brand 
to put alongside our imported brands australia like the uk 
is an example of owning the local growth by importing 
attractive and interesting brands into a mature market 
owning the growth is a complex process and one that requires
clever innovative thinking to address the varied opportunities 
in any given market the case studies in this section are a few
examples of how we’ve gone about it during the year 
our acquisitions in recent years have given us a wide
geographic spread with good exposure to emerging 
markets we now span six continents with a portfolio of
businesses that captures opportunities around the world
without being overreliant on any single region according 
to some sources we’ve recently become the world’s biggest
brewer by volume – not something we deliberately set out 
to achieve rather a byproduct of creating a widespread
valuegenerating portfolio
while geographic expansion remains part of the strategy 
we’re looking increasingly to identify and exploit the opportunities
for growth within the existing business portfolio this can involve 
a range of activities from entering into local joint ventures or
partnerships to buying or building breweries to acquiring 
local brands to help shape a full local brand portfolio all are
potential means of ‘owning the growth’ in individual markets 
the headline transactions of the year – the proposed millercoors
joint venture and the acquisition of grolsch both detailed
alongside – have contributed to this process but much has been
creating a balanced and attractive 
global spread of businesses
bluetongue another route into australia
pacific beverages our 5050 joint venture with cocacola amatil was formed in 
2006 initially to import sabmiller’s international premium beers into australia where the
premium sector has been growing by 15 per annum over the past five years already
handling peroni nastro azzurro miller genuine draft pilsner urquell and miller chill 
the business has been looking for a local premium brand to complement the portfolio 
in 2007 it found the answer in bluetongue a characteristically australian brand that
started life in 2003 was named new product of the year at the 2004 australian liquor
awards and saw a 70 increase in sales during 2007 its acquisition adds a successful
fastgrowing local brand to pacific beverages’ existing portfolio sales of which more 
than doubled in 2007 and will expand the joint venture’s share of australia’s highly
profitable premium beer market
a further advantage is that the acquisition of bluetongue creates sufficient critical 
mass in terms of local sales for pacific beverages to invest in a new brewery near 
sydney due to be completed in 2010 this will provide extra capacity both for 
bluetongue and for our other premium brands with its advanced environmental
technology the new plant is planned to be one of the most waterefficient breweries 
in the world  srategic priority one 11
sabmiller plc annual report 2008
the acquisition of royal grolsch nv in february 2008 
adds a prestigious brand to the portfolio and strengthens 
our hand strategically
with its 400 years of dutch brewing tradition grolsch 
brings a long record of innovation and excellence and exciting
opportunities to share best practice it also contributes a large
stateoftheart brewery that gives sabmiller the opportunity
both to expand production of grolsch and to brew its own
international brands for sale in the netherlands and for export 
to markets such as the uk
grolsch complements the existing premium brand portfolio 
and adds another powerful name in the fastest growing
segment of the global beer market grolsch in turn will 
benefit from sabmiller’s global distribution network
northern european brands have been among the most
successful global premium brands accounting for nearly 
half the growth within the segment importantly for our
purposes they’re highly regarded in developing markets and
have proved to be an excellent way of establishing the premium
sector in parts of the world where the top end of the market 
has yet to be occupied we therefore see strong potential for
grolsch particularly in africa where the premium segment is 
in its infancy further opportunities exist in the more developed
markets of central and eastern europe grolsch will also help
us develop the premium sector in south africa 
grolsch a strong addition 
to the premium portfolio
millercoors a leading us brewer 
for the 21st century
the agreement to combine miller brewing company 
with coors brewing company the us subsidiary of 
molson coors is a major advance for the business 
the joint venture will have the scale resources and 
distribution to compete more effectively as cost pressures 
mount competition intensifies consumers look for greater 
differentiation and retailers and distributors consolidate 
the combined business millercoors will benefit from the largely
complementary brand portfolios and geographic coverage of the two 
companies and from synergies and productivity improvements worth an 
estimated us500 million a year the gains will be felt not just by the business 
but by consumers retailers distributors and the industry at large
with its wider portfolio of brands and improved ability to innovate millercoors will be able to offer greater choice and
availability to us consumers streamlined processes and systems will provide the more sophisticated service that retailers
increasingly demand helping them in turn to compete more effectively distributors for their part will benefit from a stronger
portfolio of brands along with lower costs and simpler logistics all these together will make for greater efficiency and ensure
strong healthy competition in the industry
we hope to close the transaction in mid2008
millercoors will benefit from the largely complementary geographic strengths
overview operating and financial review governance financial statements shareholder information 12 strategic priority two
sabmiller plc annual report 2008
strategic priority two
managing full portfolios of brands in this way is more complicated
than the singlebrand approach a premium beer with an unusual
heritage will need different marketing to a mainstream brand –
something more akin to viral marketing that gives consumers 
a sense of having discovered it for themselves brands targeted 
at the clubbing generation of legal age drinkers might be best
communicated through new media such as the internet as 
we’re doing with miller genuine draft in russia among the 
skills we need we’re learning the best ways to communicate 
with multiple target audiences 
around the group businesses such as miller in the usa and
kompania piwowarska in poland have continued to evolve their
portfolios to match the opportunities in their respective markets
panama and botswana are two examples of businesses that have
renovated mainstream brands successfully the case of miller 
chill shows how an innovative premium product can fill useful gaps
in more than one market – its success in the usa followed by an
equally successful launch in australia in poland and russia the
strategy of marketing the redd’s brand to women is generating
good results other successes are detailed in this section 
as the global beer market overview on page 6 explains
most of our markets exhibit at least three major trends
one is premiumisation as consumers move up the scale 
from economy to mainstream and mainstream to premium
beers in search of brands that offer prestige and differentiation
another is fragmentation contrary to expectations a few years
ago consumers at the top end are varying their choices and
becoming more interested in speciality brands craft beers
foreign imports and other subdivisions of the premium
segment and a third trend is the growing importance of
female consumers
our central strategy is to identify the trends and dynamics in 
each market then to create the right mix of brands to capture 
the opportunities in each location we’re helped in this respect 
by having a huge and varied global portfolio of brands on which
any of our businesses can draw – not to mention our ability to
innovate as consumers demand new tastes new presentations
and new drinking experiences the key is to deploy our brands 
so that each adds value through its own distinct positioning 
developing strong relevant brand 
portfolios in the local market strategic priority two 13
sabmiller plc annual report 2008
the main strength of the miller portfolio in recent years 
has been the lowcalorie flagship brand miller lite its
weakness has been its heavy exposure to two declining
sectors fullcalorie and economy beers and its under
representation in the premium segment where most of 
the growth is happening in late 2006 miller developed 
a strategy to rebalance the portfolio and position the
company for longterm growth
the first part of the strategy was to renovate miller lite 
with new packaging and advertising sales have responded
with a 11 rise during the year
the second part was to capitalise on current trends in the
premium sector with brands drawn from a variety of sources
peroni for example is now the seventhfastest growing
european import into the usa the leinenkugel’s brand 
still brewed in the wisconsin woods by the fifth generation 
of leinenkugels exploits the trend towards craft beers 
the newly created miller chill trades on the growth in 
light beers and the fashion for all things latin 
the third aspect of the strategy seeks to slow the decline 
of the fullcalorie miller genuine draft and the economy
brands miller high life and milwaukee’s best recognising
both their heritage value and their contribution to cash flow
miller high life has now returned to growth on the strength 
of its successful ‘take back the high life’ campaign
today’s portfolio makes a much better fit with consumers’
demands and the strategy has played a large part in 
miller’s resurgence
reshaping the portfolio in the usa
peroni winning in the uk market
miller brands uk was established in 2005 to handle sabmiller’s international premium
brands peroni nastro azzurro miller genuine draft and pilsner urquell in the mature uk
market its formation came as many of the uk’s existing premium brands were declining
and consumers were turning to more distinctive beers with competitors reducing their
prices to maintain market share miller brands chose to occupy the top end of the market
and maintain its premium price positions 
in the case of peroni nastro azzurro miller brands’ strategy has been to work closely 
with key uk retailers developing exciting and innovative marketing and distributing only 
to outlets that attract the discerning target consumer 
in a premium lager market that declined by 5 peroni nastro azzurro has both expanded
its sales volumes growing 39 and maintained its premium price miller brands’ portfolio
has now been enhanced with the addition of tyskie and lech respectively the number
one and two polish beer brands in the uk 
a full portfolio in botswana
st louis is botswana’s only local beer brand
with a market share of around 50 by 2006
however it had become jaded and its sales were
declining the decision was made to renovate
the brand and review the portfolio as a whole 
in a country proud of its status as one of africa’s
success stories the first step was to create 
new packaging and associations to link 
st louis with the taste and style of today’s
botswana in a break with local tradition 
the revitalised brand was introduced in 
new returnable bottles instead of cans 
as well as being more affordable glass 
bottles are better environmentally
the 2007 relaunch quickly reversed the 
decline of the previous few years with 
st louis successfully addressing the
mainstream market the business has filled 
out the portfolio top and bottom by adding
peroni nastro azzurro at the premium end 
and introducing barons from mozambique 
in the economy segment the sorghum 
beer chibuku retains its 97 share of 
the traditional beer market 
panama a historic brand relaunched
sabmiller’s move into south america in 2005
was followed by a systematic analysis of the
marketplace and a strategy aimed at raising 
the perception of the beer category one result 
in 2007 was the renovation of panama’s oldest
brand balboa which dates back to 1910 
under the theme of getting more flavour and
passion out of life the relaunched product 
is directed at premium drinkers in their mid
20s the 330ml bottle and modern stylish
label support the theme with an image 
of the swashbuckling spanish explorer 
vasco núñez de balboa the launch 
took the form of a beach party with live
bands and the distinctive red sofas used 
in the advertising to symbolise ‘the tribe’
enjoying life together
buoyed by the relaunch balboa’s sales 
rose 65 in the year to march 2008 
the brandbuilding continues and includes
further special events to consolidate balboa’s
strong connection with its consumers 
overview operating and financial review governance financial statements shareholder information 14 strategic priority three
sabmiller plc annual report 2008
strategic priority three
constantly raising the performance 
of local businesses
introducing 430 million new returnable bottles in south africa
mainstream brands in south africa have normally been sold in returnable quart 
bottles although standardisation made the product more affordable it was hard 
to add distinctive labelling and the bottles themselves gradually became outdated
the business therefore made a decision in 2007 to invest around us70 million 
to replace its entire quart bottle stock in a phased project lasting 18 months 
as well as using less glass the new bottle shape has improved the image of the
mainstream category and lends itself to new labelling technology which in turn 
makes for stronger brand differentiation
running from april 2007 the project is a massive logistical task involving the
introduction of 430 million new bottles the phased rollout limits the company’s
flexibility to move stock around the country and infrastructure challenges have 
created further complications shortages of glass for example have required 
new sourcing from as far away as the middle east despite the difficult logistics 
the results are coming through as evidenced by a return to growth in the 
mainstream segment
old new
while our operating performance compares well with 
that of the rest of the industry we know we have to keep
improving to stay ahead our efforts in the past year 
have focused on three main aspects of the business
the first is to become more efficient especially in our manufacturing
because efficiency is part of our daytoday management we’ve
already gone a long way down this route and the opportunity for
further large costcutting projects is limited nevertheless the 
rise in commodity costs compels us to do whatever we can to
counteract the squeeze on our margins we’ve seen good
progress across the group notably from miller which again made
important savings in its brewing operations while producing less
waste and using fewer resources 
the second area of focus – and one that’s hugely important to 
our success – is to improve our routes to market both to remove
costs and to ensure that the right products reach the right outlets
in the right condition accompanied by the right messages and
merchandising material colombia and south africa are just two 
of several businesses that are working hard to reengineer their
sales and distribution structures to make them more efficient and
effective in markets such as the usa where the business does 
not directly control its distribution we’re making it easier for
distributors and customers to do business with sabmiller and are
looking for ways to add value to their operations as well as ours
thirdly in our quest to raise local performance we’re responding to
the consolidation of the retail sector by forming mutually beneficial
partnerships with major retailers our polish business for example
has forged a closer relationship with tesco while miller has done
the same with chains such as walmart and 7eleven 
the case studies on these two pages describe in more detail
some of the many ways in which sabmiller businesses around 
the world are improving their operating performance 
dealing with rising input costs 
the past two years have seen an unprecedented rise in 
the price of inputs namely barley and hops for brewing 
and glass and aluminium for packaging as one of the 
largest global buyers of these items we have procurement
strategies for managing our risks and mitigating the impact 
thanks to our scale we can procure more efficiently by
coordinating our buying effort globally but sourcing locally
according to where particular expertise lies europe for
example buys a significant amount of malt for the group 
while aluminium is purchased in the usa where the bulk of 
our cans are produced this approach has helped to limit 
the increases in our commodity costs compared to prices 
on the open market 
in addition we have specific riskmanagement policies to 
limit our exposure to commodity market volatility we use
hedging strategies to supplement longterm contracts with
suppliers in order to ensure supplies at target prices in the
past year we’ve been able to limit the increase in the cost of
goods per hectolitre of beer produced in constant currency 
to midsingle digits – a successful result  strategic priority three 15
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
developing relationships with large retailers
expanding production in colombia
after the transaction with bavaria sabmiller decided that production standards in all its
latin american breweries should be lifted to the same stringent levels as in the rest of 
the group to ensure that consumers enjoyed the highest quality of beer as this included
fermenting the beer for longer the move put further pressure on capacity at a time when
the local business was struggling to meet rapidly growing demand 
in response sabmiller has built a new brewery in extremely quick time on a site 
already earmarked by bavaria for a future plant the valle facility in colombia is based 
on bavaria’s original plans with modifications to take account of sabmiller’s worldwide
experience and the need to meet the highest efficiency and environmental standards
operating since march 2008 and now the most advanced brewery in colombia the 
plant is capable of producing 180000 bottles of beer an hour 
the us220 million valle project is just one example of the heavy investment going 
on around the world to keep pace with rising demand for sabmiller’s beers
miller lower costs and a
smaller carbon footprint
in 2007 miller embarked on project
unicorn with the aim of continuously
improving its operations and making
further savings in packaging freight
waste utilities and maintenance 
the programme incorporates the
principles of world class manufacturing
whereby employees are empowered to
search for solutions that cut the number
of stoppages on the production line 
the resulting improvements have taken
miller’s overall equipment effectiveness
to an alltime high of 749
reducing the diameter of miller’s 
can ends has cut the company’s use 
of aluminium by over 560 tonnes per
year – the equivalent of all the aluminium 
in 22 million cases of beer a new
anaerobic wastewater treatment plant 
at one of miller’s plants now generates
enough biogas to produce a megawatt
of electricity for the brewery each hour –
again saving energy and costs and
reducing the company’s carbon footprint 
seventeen months on from its launch
project unicorn is on track to achieve 
its target of reducing costs by 
us120 million over three years 
overview operating and financial review governance financial statements shareholder information
in some markets consumers are
increasingly buying their beer from
supermarkets and other retailers rather
than ordering it in bars and restaurants
this presents a challenge to brewers in
that margins on retail sales tend to be
tighter the difficulty is compounded
as the retail sector consolidates and
drives margins still lower
against this background it’s important 
to learn how to work with retailers 
and ensure we become the preferred
supplier wherever possible to this 
end our polish business has forged
relationships with tesco and eleclerc
that involve developing joint plans for
store layouts and sales and promotions
the polish team has drawn on
sabmiller’s knowledge of consumers
and its skills in marketing to design 
new ways of displaying and promoting
its products instore these are now 
in place in three polish hypermarkets –
two tescos and one eleclerc 
thanks to this new relationship 
tesco poland has made sabmiller’s
polish subsidiary its principal beer
supplier and the business is now the
nationwide leader in hypermarkets and
supermarkets shoppers increasingly
perceive sabmiller brands as segment
leaders and both sabmiller and tesco
are benefiting from a rise in sales
miller in the usa has made 
similar progress in understanding 
the objectives and strategies of the 
big national retail chains and is 
working with them to add value to 
the relationship as a result its sales
with the big four – walmart 7eleven
kroger and supervalu – are growing
faster than its sales overall 16 strategic priority four
sabmiller plc annual report 2008
strategic priority four
we take a similar approach to innovation this again is essential
to our business especially in a fragmenting marketplace where
consumers are increasingly looking for novelty and difference
while the right innovation can generate enormous value miller 
chill is a case in point the process costs money and not every
innovation succeeds effective innovation must be technically
feasible be an answer to known needs and be rooted in a
thorough analysis of the marketplace 
clearly the more we can do to pool the relevant knowledge 
the better our chances of succeeding rather than centralise 
the innovation process we’re creating a virtual network to co
ordinate efforts around the group and harness the best new
thinking wherever it exists a tool known as smartgate helps 
to standardise our approach to innovation to manage the 
risks and to make the results widely available
in all these ways we’re seeking to develop a collaborative 
learning organisation that enables local businesses to compete
more effectively while at the same time extracting full value 
from our global scale
as a global organisation we’re constantly seeking to 
harness the benefits of our scale at the same time we 
have to recognise that beer is essentially a local business 
and that local managers are in the best position to identify
and exploit local opportunities the question is how to
generate maximum value and advantage from our size 
without becoming overcentralised and losing our 
relevance and responsiveness in each market
one example of how we’re tackling the issue is through the
sabmiller ‘ways’ these address eight aspects of the business
essential to our success manufacturing corporate affairs
operational finance and others and provide tools procedures 
and processes that encapsulate best practice in the group
without being prescriptive they set out how things are expected
to be done and make it easier for essential knowledge to be
retained transferred and made available to others each way 
is put together collaboratively local businesses contribute their
experience and insights and are then responsible for applying the
ways in their own marketplace a number of the ways are up and
running and the latest the enhanced marketing way will be rolled
out during 2008
leveraging our global scale strategic priority four 17
sabmiller plc annual report 2008
leveraging our local value chain
wherever possible we try to incorporate local suppliers into 
our value chain with a view to benefiting both the business 
and the communities in which we operate 
in recent years we’ve created opportunities for smallscale
farmers in uganda zambia zimbabwe and tanzania to 
supply us with barley and sorghum in 2005 we began testing 
a similar model in rajasthan in india the aims were to create 
a highquality domestic source of malted barley for the
business and enable farmers to get better prices for their
produce by becoming part of sabmiller’s supply chain
under the scheme 6000 smallscale farmers supply 
sabmiller india and have access to good quality barley 
seeds and relevant agricultural training since 2005 the 
yield and quality of the local crop have shown improvements 
and farmers’ income from their crop has improved the
programme is expected to grow to meet 50 of the barley
needs of sabmiller india over the next five years
we also involve smallscale entrepreneurs in our downstream
activities in zambia for example we’ve created over 1800 jobs
by setting up local people with their own kiosks and wholesale
outlets to distribute and sell our soft drinks 
as miller focuses increasingly on topend premium 
brands it faces a greater need to innovate and to offer the
distinctiveness that consumers demand one recent response
is the creation of miller chill a uniquetasting cheladastyle
light beer with a touch of lime and salt this innovative brand
exploits the growth in the light beer segment as well as the
growing latin influence on mainstream american culture and
a greater willingness by consumers to pay a premium for
distinctive brands launched in the usa in 2007 miller chill
has beaten expectations in its home market and has now
been successfully introduced in australia 
miller’s innovative skills are further demonstrated in the miller 
lite brewers collection now being tested under the tagline 
‘craft beer done lite’ combining the refreshment of a light 
beer with the flavour and interest of a craft brew the collection
potentially creates a new category in the competitive us
market a tasting panel from modern brewery age weekly
described two of the beers in the collection as ‘superb in every
respect’ and the blonde ale as ‘arguably one of the best light
beers ever made’ 
other businesses too are successfully innovating of the many
examples south africa recently introduced a new uniquely
flavoured premium beer hansa marzen gold this has been
followed by the highly successful sarita appleflavoured ale 
its new variant sarita ruby dry and the flavoured alcoholic
beverage skelter’s straight 
a pipeline of innovative brands 
the sabmiller marketing way
the sabmiller ‘ways’ are at various stages of development
the enhanced marketing way relaunched at the start of 2008 
is a toolkit for helping businesses to ‘own the growth’ by
sharpening their skills in analysing and segmenting their
markets identifying the profitable opportunities and deciding
where and how to concentrate their efforts
the process of compiling the marketing way showed the kind
of collaborative learning that the group as a whole is working
towards instead of the corporate centre laying down the rules
or trying to manage the local marketing process we took the
best ideas and expertise from around the world and distilled
them into clear principles an endtoend process framework
and a set of tools for businesses to apply as appropriate 
in this way each local team retains its autonomy but can
benefit from the learning and insight of sabmiller as a whole
as the marketing way is rolled out we’ll provide
comprehensive training and support to help our teams to 
work with it effectively and embed it into their operations 
overview operating and financial review governance financial statements shareholder information 18 chief financial officer’s review
sabmiller plc annual report 2008
chief financial officer’s review
volumes
the adjacent chart shows the group’s
organic growth in lager volumes for each 
of the last four years the group’s growth 
in each year is significantly ahead of the
growth rate of the global beer industry 
this year’s results demonstrate the
operating strength of our group and our
recent volume increases in part reflect our
strong presence in higher growth markets
total beverage volumes including soft
drink volumes grew by 6 on an organic
basis and 6 on a reported basis to 288
million hl within this total lager volumes at
239 million hl were up by 7 on an organic
basis and 11 on a reported basis
particularly strong growth in lager volumes
was recorded in europe and africa  asia 
revenue
our revenue growth reflects the group’s
success in expanding its volumes while
also achieving significant price and mix
gains illustrating the strength of our 
brands frontline pricing and good 
revenue management the adjacent 
chart illustrates the organic growth in 
group revenue for each of the last four
years with each year’s performance 
shown in constant currency 
group revenue including our share 
of associates of us2418 million was
us23828 million this represents an
increase of 96 on an organic constant
currency basis and is ahead of the growth
in volumes real pricemix gains of 
33 were achieved principally in north
america europe and latin america 
with stronger gains in the second half 
of the year
currency movements during the year
increased reported revenue by 55 
as the majority of the currencies in which
the group trade strengthened against the
us dollar with the exception of the south
african rand transactions completed in 
the financial year in the netherlands and
poland offset by soft drinks business
disposals in latin america and china 
had the effect of increasing reported
revenue by 08
since the miller transaction in july 2002
the group has grown revenue strongly 
both on an organic basis and by acquisition
the compound annual organic growth rate
key performance indicators kpis
sabmiller has a clear strategic focus 
with four strategic priorities as noted in 
the chief executive’s review management
use a range of kpis to monitor progress
against these priorities some of the most
important measures used are 
■ volume growth on an organic basis 
■ group revenue growth on a reported
and organic constant currency basis
■ growth in volumes of premium brands
also called worthmore brand volumes
in north america 
■ volume growth of selected international
and regional premium brands outside
their home markets
■ organic constant currency ebita growth
and ebita margin progression and
■ in addition various nonfinancial 
metrics relevant to functional areas
certain kpis are discussed in further 
detail below within the review of the 
current year’s financial performance 
other nonfinancial kpis have been 
dealt with in the chief executive’s review
and in the operations review
selected disclosures of results on an
organic constant currency basis are 
made to illustrate underlying performance
these exclude the effects of acquisitions
net of disposals and changes in exchange
rates organic results exclude the first 
12 months’ results in the case of
acquisitions and investments and the last
12 months’ results from disposals constant
currency results have been determined by
translating the local currency denominated
results for the year ended 31 march 2008
at the exchange rates for the comparable
period in the prior year
96
increase in group revenue on an
organic constant currency basis
our revenue growth reflects the group’s success in expanding
its volumes while also achieving significant price and mix gains
malcolm wyman chief financial officer
lager organic volume growth
      
source sabmiller plc 2008   
06 07 08 05
12
10
8
6
4
2
12
10
8
6
4
2
group revenue growth
  organic constant currency basis
source sabmiller plc 2008   
06 07 08 05 chief financial officer’s review 19
sabmiller plc annual report 2008
in group ebita margin trends in the 
chart above in this year of significantly
rising input costs revenue growth 
and production efficiencies enabled the 
group to recover the increases in costs
experienced and the group has maintained
its ebita margin at 174 this is a
noteworthy achievement in addition to
the input price pressures experienced
the group suffered the adverse impact on
volume and mix of the loss to a competitor
of the licence to produce a premium brand
which had previously accounted for 9 of
volumes in south africa
the group’s reported ebita margin 
on an organic constant currency basis 
is 10 basis points lower as currency
movements that have favoured the
weighting of higher margin businesses 
in the group total are excluded from
this measure
the group has continued investment 
in future growth particularly capacity
expansion and also in brand support 
and sales capability there has also 
been a focus on productivity and cost
management overall this investment 
has led to some incremental cost in 
ebita margin
9
ebita growth on organic 
constant currency basis
the group is managed sabmiller believes
that the reported ebita profit measures
give shareholders additional information 
on trends and make it easier to 
compare different segments segmental
performance is reported after the specific
apportionment of attributable head office
service costs
the chart above shows the organic
increase in ebita for each of the last four
years with each year’s performance shown
in constant currency ebita grew 9 on 
an organic constant currency basis
reported ebita which includes the impact
of currency movements and acquisitions
grew by 15 to us4141 million growth
in ebita reflects the benefits of volume and
revenue increases as well as productivity
the group has a record of improving its
productivity over time notwithstanding
increases in capital investment and in 
sales and marketing expenses which can
impact productivity in any individual year 
double digit organic constant currency
growth in ebita was achieved by europe
north america and africa  asia which
enabled the group to absorb the ebita
decline in south africa and still achieve 
a good overall performance for the year
latin america is now the largest beverage
segment contributing 25 of group ebita
and this represents the significant progress
made by the group in developing a
balanced portfolio of businesses
ebita margin
the group has a strong record in protecting
and developing profitability to raise the
performance of local businesses as seen
in volumes has been 56 the group has
leveraged volume growth through price
and mix benefits to generate compound
annual group revenue growth of 93 
over that period
input costs
input cost pressures have been significant
in the past year most notably there have
been substantial increases in the market
prices of malt barley and hops the price
of malt and barley has more than doubled
in the last two years while the price of
hops has increased by seven to ten times
over the same period with a significant
spike in the last 12 months in particular
the impact of this on profitability has been
tempered through supply contracts for
future requirements and an active hedging
programme combined with programmes
to support development of local barley
farming in both africa and india
underpinning our supply in these areas 
as a consequence the impact of input 
cost increases has been more muted with
total raw material costs increasing 9 per
hl in constant currency our total cost of
goods sold per hl which includes other
variable costs is up about 6 on the 
same basis reflecting the lower cost
pressures experienced on other inputs
ebita 
ebita is defined as operating profit 
before exceptional items and amortisation
of intangible assets excluding software 
it includes the group’s share of associates’
operating profit on a similar basis we
choose to report ebita in our results in
order to accord with the manner in which
ebita margin performance 
 organic constant currency basis     
 
2007     
source sabmiller plc 2008   
latin
america
europe   north
america
africa 
asia   
sa beverages
 
2008     
group hotels 
gaming
30
40
20
10
ebita growth
 organic constant currency basis      
source sabmiller plc 2008   uk gaap
06 07 08 05
20
15
10
5
overview operating and financial review governance financial statements shareholder information
double digit organic constant currency growth in ebita was achieved 
by europe north america and africa  asia 20 chief financial officer’s review
sabmiller plc annual report 2008
chief financial officer’s review continued
exceptional items 
items that are material either by size or
incidence are classified as exceptional
items further details on the treatment 
of these items can be found in note 4 
to the financial statements
net exceptional charges of us112 million
before tax were reported during the year
2007 us93 million of these us78
million relate to final restructuring costs
incurred in latin america 2007 us69
million partially offset by a net profit of
us17 million on the disposal of soft drinks
businesses in costa rica and colombia
miller has also recorded costs of us51
million in relation to retention accruals
pending the completion of the proposed
millercoors joint venture and certain
integration costs in 2007 europe reported
a net exceptional cost of us24 million
this comprised a profit on the disposal 
of land in naples of us14 million less
integration costs of us7 million principally
incurred in slovakia and an adjustment to
goodwill at birra peroni as required under
ifrs to the extent that a business is able
to utilise after an acquisition previously
unrecognised deferred tax assets an
adjustment to goodwill is required with a
compensating adjustment to tax during
2007 we recorded such an adjustment 
for us31 million in respect of birra peroni
and this had been included within
exceptional items 
finance costs and tax
net finance costs increased to us456
million a 7 increase on the prior year’s
us428 million finance costs in the
current year include a net benefit from 
the marktomarket adjustments of various
derivatives amounting to us35 million
2007 nil which are of a capital nature and
for which the group has been unable to
obtain hedge accounting this benefit has
been excluded from the determination of
adjusted earnings per share adjusted net
finance costs which exclude this benefit
were us491 million up 15 reflecting 
an increase in net debt following the
significant capital expenditure programme
currently being undertaken by the group
and the recent grolsch acquisition interest
cover based on preexceptional profit
before interest and tax and excluding the
impact of the mark to market movements
noted above has increased to 79 times
from 78 times in the prior year
the effective tax rate of 325 2007
345 before amortisation of intangible
assets other than software and exceptional
items and the adjustment to interest noted
above is below that of the prior year
principally reflecting a more favourable
geographic mix of profits across the group
local statutory rate reductions and ongoing
initiatives to manage our effective tax rate
currency
the south african rand has declined against
the us dollar during the year and ended
the financial year at r815 to the us dollar
while the weighted average randdollar
rate weakened by 1 to r713 compared 
with r706 in the prior year the colombian
peso cop strengthened by almost 17
against the us dollar compared to the prior
year end and ended the year at cop1822
to the us dollar while the weighted average
copdollar rate improved by 15 to
cop1997 from cop2340
profit and earnings
adjusted profit before tax of us3639
million increased by 15 over the prior year
reflecting performance improvements across
the businesses and translation of results
into us dollars on a statutory basis profit
before tax of us3264 million was up
16 including the impact of exceptional
items and the mark to market movements
in finance costs as noted above
the group presents adjusted basic earnings
per share to exclude the impact of
amortisation of intangible assets excluding
software and other nonrecurring items
which include posttax exceptional items
in order to present a more meaningful
comparison for the years shown in the
consolidated financial statements adjusted
earnings increased by 20 to us2147
million and the weighted average number
of basic shares in issue for the year 
was 1500 million up from last year’s 
1496 million 
adjusted earnings per share increased by
19 the fifth year in the last six years with
double digit growth the group’s adjusted
earnings per share also showed double
digit increases when measured in south
african rand and sterling a reconciliation 
of basic earnings per share to adjusted
earnings per share is shown in note 8 to
the financial statements and on a statutory
basis basic earnings per share were 
up 22 
adjusted eps and dividend per share
us cents
source sabmiller plc 2008
05 06 07 08
30
60
90
120
150 eps
dividend chief financial officer’s review 21
sabmiller plc annual report 2008
dividends 
the board has proposed a final dividend 
of 42 us cents to make a total of 58 us
cents per share for the year – an increase
of 16 on the prior year this represents 
a dividend cover of 25 times based on
adjusted earnings per share as described
above 2007 24 times the group’s
guideline is to achieve dividend cover 
of between 20 and 25 times adjusted
earnings the relationship between the
growth in dividends and adjusted earnings
per share is demonstrated in the chart
shown opposite details of payment 
dates and related matters are disclosed 
in the directors’ report 
acquisitions and disposals 
in december 2007 sabmiller plc 
and molson coors brewing company
announced that they had signed a definitive
transaction agreement to combine the 
us and puerto rico operations of their
respective subsidiaries miller and coors 
in a joint venture to create a stronger
brandled us brewer in the increasingly
competitive us marketplace we hope 
to close the transaction which is subject 
to us antitrust clearance in mid2008
in january 2008 the group completed the
acquisition of 9996 of browar belgia sp
z oo the fourth largest brewer in poland
in february 2008 the group completed 
the acquisition of royal grolsch nv in 
the netherlands and by 31 march 2008
had acquired a 9965 shareholding
in addition our joint venture with coca
cola amatil limited pacific beverages
pty limited acquired bluetongue brewery
pty limited bluetongue the australian
premium brewer
in may 2008 sabmiller announced it 
had agreed to acquire a 9984 interest 
in the ukrainian brewer cjsc sarmat the
transaction is subject to approval by the
ukrainian competition authorities and other
customary preclosing conditions
during the year the group completed 
the disposals of its soft drinks business 
in costa rica and its juice business in
colombia the group has also purchased
further minority shareholdings in our
operating company in panama
our associate in china cr snow has
continued to consolidate its position as the
country’s largest brewer with the purchase
of further breweries cr snow completed
the disposal of a noncore water business
cash flow and investment highlights
the group has a good record of 
generating cash as shown in the adjacent
chart increases in cash generation reflect
growth in profitability before interest and
tax payments and investment activities
net cash inflow from operating activities
before working capital movements
ebitda rose 12 to us4518 million
from last year’s us4031 million the
group’s cash flow generation was again
strong as demonstrated by the ratio of
ebitda to revenue both metrics excluding
results of associates at 21 2007 22
the group maintained its net liability
position in working capital but there has
been a cash outflow from rising working
capital of us242 million across the 
group mainly as a result of outflows in 
latin america and europe with higher
receivables from the easter period the
most significant factor as a result cash
generated from operations increased 
by only 6 over the prior year to reach
us4276 million
the group has continued to invest in 
the business and capital expenditure for
the year has grown to some us1978
million 2007 us1191 million including
additional production capacity new
containers and distribution to enable 
the business to take advantage of the
growth in its markets capital expenditure
as reflected in us dollars has also been
increased by the strengthening of certain
currencies in key markets against the us
dollar capital expenditure including the
capitalisation of intangible software costs is
us2034 million 2007 us1244 million
tax paid has risen by 21 to us969
million from us801 million in excess of
profit before tax growth due to timing
considerations
21
cash generation measured by
ebitda revenue
net cash from operations
usm
source sabmiller plc 2008
06 05 07 08
1000
2000
3000
4000
5000

16
increase in dividends 
for the year
us 2034m
invested in capital expenditure
overview operating and financial review governance financial statements shareholder information 22 chief financial officer’s review
sabmiller plc annual report 2008
chief financial officer’s review continued
financial structure and liquidity 
the group finances its operations through
cash generated by the business and a
mixture of short and mediumterm bank
credit facilities bank loans corporate
bonds and commercial paper in this 
way the group avoids overreliance on 
any particular liquidity source the group
seeks to mitigate the effect of structural
currency exposures by borrowing where
cost effective in the same currency as 
the functional currency of its main units 
the group borrows principally in us
dollars south african rands euros 
polish zlotys and colombian pesos at 
both fixed and floating rates of interest 
the group also enters into derivative
transactions to manage the currency
commodities and interest rate risk arising
from its operations and financing activities
it is group policy that no trading in financial
instruments is undertaken 
the group’s policy is to borrow directly 
or synthetically in floating rates reflecting
the fact that floating rates are generally
lower than fixed rates in the medium term
however in order to mitigate against the
impact of an upward change in interest
rates the extent to which group debt may
be in floating rates is restricted to the lower
of a 75 of consolidated net debt and b
that amount of net borrowings in floating
rates that would with a 1 increase in
interest rates increase finance costs by an
amount equal to but not more than 12
of ebitda this policy is not applied for
borrowings arising from recent acquisition
activity and inflation linked debt 
exposure to movements in interest rates 
in group borrowings is managed through
interest rate swaps and forward rate
agreements as at 31 march 2008 30 
of the borrowings were at fixed rates
taking into account interest rate swaps 
and forward rate agreements 2007 34
a 1 move in interest rates would result in
a change to finance costs equivalent to a
065 2007 065 impact on ebitda
excluding exceptional items
gross debt at 31 march 2008 comprising
borrowings together with the fair value 
of derivative assets or liabilities held to
manage interest rate and foreign currency
risk of borrowings has increased to
us9733 million from us7358 million 
at 31 march 2007 net debt comprising
gross debt net of cash and cash
equivalents has increased to us9060
million from us6877 million at 31 march
2007 reflecting payment for the acquisition
of royal grolsch nv us1190 million
and the assumption of its borrowings
us162 million and the group’s increased
capital expenditure programme and the
translation impact resulting from a weaker
dollar against most of our trading currencies
an analysis of net debt is provided in 
note 27 the group’s gearing presented 
as a ratio of debtequity has increased to
497 from 458 at 31 march 2007
in july 2007 the group’s south african
holding company for its south african
operations raised r1600 million
approximately us230 million in 5year
notes the notes issued under a domestic
medium term note programme are
guaranteed by sabmiller plc and are 
listed on besa the south african bond
exchange the net proceeds have been
used to repay part of the existing loan
facilities of the south african breweries ltd
the average loan maturity in respect of the
fixed rate debt portfolio is 39 years 2007
47 years the weighted average interest
rate for the total gross debt portfolio at 
31 march 2008 was 73 2007 76
reflecting the currency profile of the debt
and movements in rates in the year
the group uses cash in hand cash from
operations and shortterm borrowings to
manage its liquidity as at 31 march 2008
the group had cash and cash equivalent
investments of us673 million 2007
us481 million
our strong financial structure gives us
adequate resources to facilitate ongoing
business along with mediumterm flexibility
to invest in appropriate growth opportunities
and manage the balance sheet as a result
of the grolsch acquisition the group has
reduced committed undrawn borrowing
facilities from us3426 million at 31 march
2007 to us1222 million at 31 march
2008 subsequent to the year end in order
to provide supplementary headroom the
group entered into an additional us1000
million committed facility maturing june
2009 and the refinancing of the us600
million miller bonds maturing august 2008
has been secured with additional three year
committed bank facilities
funding structure
2008 2007
m m
overdraft 485 187
borrowings 91607029
derivatives 75 127
finance leases 13 15
gross debt 9733 7358
cash and cash equivalents 673 481
net debt 9060 6877
maturity of borrowings
within one year 2062 1711
between one to two years 380 414
between two and five years 3932 1847
over five years 3359 3386
source sabmiller plc 2008 chief financial officer’s review 23
sabmiller plc annual report 2008
balance sheet profile
as outlined above the group has continued
to enter new markets to strengthen its
positions through additional acquisitions
and investments these transactions have
altered the balance sheet profile of the
group and details are given in note 28 to
the financial statements 
total assets increased to us35813
million from the prior year’s us28736
million there was also an increase of
us104 million in equity interests
attributable to minorities 
goodwill increased by us2350 million
reflecting acquisitions primarily in relation
to royal grolsch nv and as a result of
foreign exchange movements on goodwill
denominated in currencies other than the
us dollar us1406 million
intangible assets increased by 
us482 million primarily reflecting 
foreign exchange movements on assets
denominated in currencies other than 
the us dollar a preliminary purchase 
price allocation for royal grolsch was
undertaken in march 2008 following its
acquisition in february 2008 and this did
not include the recognition of all potential
intangible assets this exercise will be
completed in the next financial year and 
will probably involve the recognition of 
new intangible assets 
shareholder value
the value that a company returns to 
its owners is best measured by total
shareholder return tsr – a combination
of share price appreciation and dividends
returned over the medium to long term
recent measures of shareholder return
have been affected by the volatility of 
equity indices nevertheless since
sabmiller moved its primary listing to the
london stock exchange in march 1999
the ftse 100 has produced a tsr of 23
to march 2008 to 31 march 2007 31
while the group has delivered a tsr of
220 in sterling terms over the same
period to 31 march 2007 217
accounting policies and definitions
the principal accounting policies used by
the group are shown as note 1 to the
financial statements note 1 also includes
recent accounting developments none 
of which is expected to have a material
impact on the group 
in addition note 1 details the areas 
where a high degree of judgement has
been applied in the selection of a policy 
an assumption or estimates used 
these relate to the assumptions used 
in impairment tests of carrying values for
goodwill and intangible assets estimates 
of useful economic lives and residual values
for intangible assets property plant and
equipment assumptions required for 
the calculation of postretirement benefit
obligations and judgements in relation to
provision for taxes where the tax treatment
cannot be fully determined until a formal
resolution has been reached with the
relevant tax authority 
the group’s operating results on a
segmental basis are set out in the
segmental analysis of operations and 
the disclosures are in accordance with 
the basis on which the businesses are
managed and according to the differing 
risk and reward profiles 
in the determination and disclosure 
of reported sales volumes the group
aggregates the volumes of all consolidated
subsidiaries and its equityaccounted
associates other than associates where
primary responsibility for daytoday
management rests with others such as
castel and distell in these latter cases 
the financial results of operations are equity
accounted in terms of ifrs but volumes
are excluded although contract brewing
volumes are excluded from total volumes
turnover from contract brewing is included
within group turnover 
translation differences on nondollar 
assets and liabilities are recognised in 
the statement of recognised income and
expense it is not the group’s policy to
hedge foreign currency earnings and their
translation is made at weighted by monthly
revenue average rates
malcolm wyman
chief financial officer
overview operating and financial review governance financial statements shareholder information
our strong financial structure gives us adequate resources to facilitate 
ongoing business along with mediumterm flexibility to invest in appropriate
growth opportunities and manage the balance sheet 24 operations review
sabmiller plc annual report 2008
operations review
in latin america execution of our 
strategy to renovate the beer category 
has continued and has delivered underlying
performance in line with our expectations
while laying a sound foundation for future
growth in the year lager volumes ended
5 up on the prior year despite high
comparative volume growth particularly 
in the second half reported ebita
performance benefited from strong local
currencies particularly the colombian peso
which strengthened by 15 against the 
us dollar on a full year average basis
there have been significant fixed cost
productivity improvements across the
business reported ebita margin was
down on prior year due to rising raw
material input costs and a 40 basis point
negative impact as a result of changes to
the basis of recovering distribution costs
on an organic constant currency basis
ebita growth was 6 while revenue per
hectolitre increased by 4 on a like for like
basis significant capital investment was
incurred to increase capacity modernise
production and logistics assets upgrade
returnable containers and improve 
product quality
in colombia the brand portfolio upgrade
continued with the launch of redd’s in the
premium segment and the relaunches of
aguila and aguila light in the mainstream
segment our pony malta brand was 
also relaunched with a new design and 
a new 350ml pet container premium 
lager volumes grew by over 60 in the
year largely due to the continued strong
performance of club colombia the new
500ml returnable bottle for aguila and
various pet packs for pony malta further
helped to modernise and widen the appeal
of the product range 
trading conditions softened in the 
second half as consumer credit interest
rates continued to rise and inflationary 
cost pressures resulted in retail price
increases nevertheless revenue per
hectolitre improved by 4 on a constant
currency basis with revenue management
and a focus on price compliance assisting
price and mix improvements 
lager growth rates slowed in the second
half of the year ending up 4 for the full
year however our share of the alcohol
market increased by 190 basis points 
to 647 gaining share mostly from 
local spirits 
further gains were made in operating
efficiencies and reducing overhead costs
in order to assist in offsetting rising input
costs the majority of the structural
changes to the routetomarket and the
product quality investments have now 
been implemented while trade marketing
capability has been enhanced establishing
a solid platform for future growth 
the new valle brewery was commissioned
in march 2008 with an initial annual capacity
of 32 million hl which will bring supply and
demand into better balance in the western
region further capacity investment will be
required at the barranquilla brewery and at
maltings plants in the coming year during
the year the juice business in colombia
was sold
in peru economic conditions have been
favourable with annual gdp growth of
nearly 9 lager volumes were up 8 on
the prior year despite major disruptions to
distribution due to mudslides and a severe
earthquake the market has become
increasingly competitive with the entry
of a second competitor in the economy
segment our pilsen trujillo brand has
been successfully repositioned nationally
to combat low priced competition 
6
ebita growth on an organic 
constant currency basis
premium volumes and share have
improved with the relaunch of cusqueña
in the premium segment which ended 
the year at 8 market share partially
offsetting the mix impact of the growth 
of the economy segment including 
pilsen trujillo revenue per hectolitre 
has improved 1 on a constant currency
basis our overall market share ended 
the fourth quarter at 84 and the beer
market has gained share of alcohol and
now stands at 51 the operation
continues to enhance its brand portfolio
and invest for future demand with capacity
and quality upgrades the renovation 
of containers and the distribution fleet is
now largely complete and the programme
of trade marketing enhancements is 
being rolled out 
our ecuador operations delivered a
commendable performance despite lower
economic growth political uncertainty 
and torrential rains in the fourth quarter
the operation has focused on securing
channel advocacy by the installation of 
over 5000 coolers and our market
mapping to identify further opportunities 
for growth is complete the change in 
our routetomarket has commenced 
with positive reception in the areas
affected lager volume growth of over 
5 was driven by our flagship brand
pilsner following its relaunch in october
2007 and the implementation of national
pricing in the same month the premium
portfolio performed well led by the
renovation of the club brand which has
been successfully repositioned in the
premium segment whilst maintaining
previous volumes beer’s share of alcohol
remained in line with the prior year at 41
and our lager market share improved by 
80 basis points on a full year basis to 96
despite aggressive pricing campaigns from
our main competitor positive brand and
pack mix and increased prices have
boosted revenue 
in honduras lager volume growth of 4
was fuelled by 10 growth in premium
segment volumes led by our brands barena
and port royal price compliance initiatives
and our beer outlet and cooler expansion
programmes contributed positively to
volume growth revenue management was
supported by premium volumes growing to
over 50 of the portfolio renewed focus
is now being placed on affordability and the
attractiveness of our mainstream brands
soft drinks reported growth of 9 with 
our tropical brand achieving growth 
of 23 following a renewed imaging
campaign our market share of soft 
drinks improved by 4 to 55 through
improved sales execution activities despite
continuing competition in the soft drink
market and the shift in mix to family one
way packs 
latin america
latin latin
america america
financial summary 2008 2007 
group revenue
1
usm 5251 4392 20
ebita
2
usm 1071 915 17
ebita margin  204 209
sales volumes 
hl 000
– lager 36846 34948 5
– soft drinks 18484 19474 5
– soft drinks –
organic 18484 18564 0
1
including share of associates us12 million 
2007 us19 million
2 
in 2008 before exceptional items of us61 million 2007
us64 million being restructuring costs in latin america
partially offset by the net profit on the sale of soft drink and
juice businesses in costa rica and colombia respectively
key focus areas
■ continue to raise the appeal 
of the beer category
■ build well differentiated brand
portfolios with national identities
■ optimise and extend distribution
network and sales reach 
■ embed organisation changes 
and performance management
■ continue the development 
of regional operating 
support platforms operations review 25
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
in panama lager volumes were up by 
13 driven by the relaunch and upsizing 
of our mainstream brands balboa and
atlas implemented with a simultaneous
price increase during october 2007 share
gains were strong and share of the beer
market increased by 120 basis points 
on a full year basis to 85 the positive
impact of volume growth and price and mix
benefits boosted revenue and were partially
offset by increases in raw material costs
el salvador was impacted by tough
economic conditions but total volumes
grew by 1 with market share gains in
both beer and soft drinks despite high
levels of competition and high comparatives
the operation has also seen success in its
premiumisation efforts with premium lager
volumes up 9 driven by golden light
europe
europe europe
financial summary 2008 2007 
group revenue
1
usm 5248 4078 29
ebita
2
usm 952 733 30
ebita margin  181 180
sales volumes 
hl 000
– lager 43904 40113 9
– lager organic 43401 40113 8
– other beverages 57 27 111
1 
including share of associates us6 million 2007 nil
2 
in 2007 before net exceptional costs of us24 million 
being profit on disposal of land in italy of us14 million less
restructuring costs of us7 million primarily in slovakia and 
an adjustment to goodwill on acquisition of us31 million for
birra peroni
key focus areas
■ build valueenhancing full brand
portfolios in growth segments
■ further develop growing positions 
in high value export markets
■ innovate in product pack 
and dispense systems
■ improve our instore marketing
■ leverage our scale
productivity improvements has more 
than offset higher input costs and 
ebita margin was up 10 basis points 
marketing expenditure has increased 
but has benefited from scale economies 
reported ebita growth of 30 was
impacted by currency translation gains 
and also included royal grolsch from mid
february 2008 on an organic constant
currency basis ebita growth was 15 
in poland strong economic fundamentals
underpinned growth of all alcoholic
beverages our organic domestic lager
volumes increased 11 with inorganic
growth of 12 against industry growth 
of 7 and market share for the year was
up 220 basis points to 408 tyskie and
zubr poland’s two leading beer brands
grew volumes by 9 and 17 respectively
assisted by national consumer promotions
leveraging sponsorships and increasing 
onpremise distribution lech grew 12
supported by strong trade activation
utilising music and leisure associations
premium brand redd’s with its three
flavour variants grew 21 including 
sales of a new sleek can we increased
prices by an average of 3 across the
portfolio with a similar increase in constant
currency revenue per hectolitre being
achieved continuing the trend started in
the previous year trade marketing support
was enhanced by new automated data
interchange with our main distributors and
the placement of additional coolers in the
trade further capacity expansion brought
total capacity to over 17 million hl while
current year sales volume was 144 million
hl in january 2008 we completed the
acquisition of browar belgia
in czech our strategy is to pursue value
rather than volume in this mature market
beer industry volumes were up less than
1 and within this our domestic volumes
were marginally ahead focused channel
segmentation expansion in onpremise
increased pricing and premiumisation 
led to an increase in constant currency
revenue per hectolitre of 5 and an 
ebita increase despite significantly 
higher commodity prices in the premium
segment our national flagship brand 
pilsner urquell grew 3 supported by
exclusively branded onpremise outlets 
and beer theatre concepts in the modern
offpremise channel in the specialty
segment we introduced the master 
brand with superpremium pricing 
and the frisco brand continued to 
grow by 23 in mainstream kozel’s 
19 domestic volume growth offset
gambrinus’s 5 decline as our average
6 price increase prompted some
switching kozel continued developing 
as a successful regional brand with annual
volumes of 28 million hl up 12 regionally
significant cost productivity has been
europe delivered another excellent 
result with total lager volume growth of 
9 organic 8 within which premium
volumes grew 11 volumes were
particularly strong in poland romania 
and russia and were assisted by warm
weather in the earlier months but cycled
an exceptionally mild winter in the second
half of the prior year brewing raw material
and packaging costs increased significantly
however the pricing environment has
shown some signs of improvement and
with positive brand mix has resulted in
constant currency revenue per hectolitre
growing by 4 this together with
achieved in marketing and distribution 
by leveraging scale and rationalising 
media activities
in russia beer industry volumes grew 
10 and share of the total alcohol market
increased 3 to 32 rapid growth in 
real incomes is driving share gains for the
premium beer segment and our volumes
were up 14 as we increased market
share we expanded national retail
coverage with an increase of 300 staff 
in the sales force and installed over 
75000 coolers we achieved average 
price increases of 11 across our portfolio 
over the year our biggest brand zolotaya
bochka grew 16 with strong marketing
support miller genuine draft was up 9
to almost 1 million hl driven by expanding
distribution of the new half litre bottle and
kozel grew 13 redd’s has new primary
and secondary packaging including a 
new can and grew by 22 the second
production site at ulyanovsk is on track for
commissioning in may 2009 and its initial
capacity has been increased to 4 million hl
until then with existing operations at full
capacity contract brewing arrangements
have been put in place over the 
summer period 
in italy birra peroni was the fastest
growing brewer in 2007 with a share 
gain of 100 basis points in a flat domestic
market our branded volumes grew 5
with peroni and nastro azzurro up 7 
and 8 respectively this growth has come
from success in the onpremise channel 
in the north particularly with peroni 
draught and the 330ml nastro azzurro
bottle both brands have leveraged
national sponsorships in sport music 
and film festivals while premiumisation 
has been supported by international 
design events growth was achieved in all
channels assisted by our own distribution
and two price increases were successfully
implemented the latest being 8 in
january 2008 the rome and bari
breweries are both being expanded to
satisfy ongoing export demand and total
capacity in italy will be 63 million hl
in romania industry volumes grew 
9 supported by increased real wages
and disposable income and our new
mainstream pet offerings our volumes
were up 28 following capacity increases
and our share grew by 35 to 254
average price increases of 5 were
achieved and all brands enjoyed significant
15
ebita growth on an organic 
constant currency basis 26 operations review
sabmiller plc annual report 2008
operations review continued
growth timisoreana grew 43 extending
its reach in the offpremise channel with
our new pet packaging and secured its
number one position in the market with an
estimated 14 share the ursus premium
brand maintained its leadership in the
premium segment with 8 growth and
has increased penetration in upscale on
premise outlets all brands benefited from
better point of sale execution and a new
distributor incentive scheme with intensive
display and tailored service packages in all
channels current capacity expansions will
bring overall capacity to 68 million hl
in hungary consumers have been hit 
hard by the fiscal austerity measures 
the beer market grew during the early
summer months with the introduction of
pet offerings but volumes were lower in
the fourth quarter in these conditions our
volumes were level and our share was up
140 basis points our focus has been on
productivity and efficiencies which have
improved profitability
in the united kingdom miller brands’
volumes grew 36 in a declining market
driven by innovative marketing and
increased distribution with peroni nastro
azzurro up 39 performance was also
supported by double digit volume growth
for both our polish brands lech and tyskie
in the netherlands our integration
activities for our recent acquisition 
royal grolsch have commenced
north america
north north
america america
financial summary 2008 2007 
group revenue 
usm 5120 4887 5
ebita
1
usm 477 375 27
ebita margin  93 77
sales volumes 
hl 000
– lager
excluding contract 
brewing 48211465913
– lager
contract brewing 7489 8907 16
– soft drinks 87 84 4
– lager 
domestic sales 
to retailers strs 45434 43897 4
1 
before exceptional costs of us51 million in relation 
to retention arrangements entered into following the
announcement of the proposed joint venture with coors
brewing company and other integration costs 2007 nil
key focus areas
■ grow miller lite share of the 
light category 
■ strengthen the worthmore 
brand portfolio 
■ maximise value of the heritage 
and legacy brands 
■ improve influence with 
key distributors 
■ reduce operating costs 
■ empower the organisation to 
pursue opportunities with 
a challenger mindset 
miller brewing company made progress
against all its strategic objectives and
delivered strong earnings growth for the
fiscal year from increased volumes an
industryleading increase in revenue per
barrel of 40 and effective cost reduction
despite higher fuel and raw material 
input costs
miller continued to migrate its brand
portfolio to higher margin higher growth
segments of the market while enhancing
value for distributors and retailers and 
its flagship miller lite brand posted 
volume gains with segment leading 
pricing increased spending on core brand
marketing and innovation was funded in
part from disciplined cost reduction and
efficiency savings notably for the first 
time miller was recognised as the number
one by distributors for overall supplier
performance in the us industrywide
tamarron survey
total us domestic beer industry shipments
to wholesalers stws increased 11
while total import shipments were down
25 for the year craft beers continued
their strong growth up 12 over prior
year against this backdrop miller’s us
domestic shipments to retailers strs
were up 31 when adjusted for one
additional trading day against the prior 
year up 35 unadjusted and grew 
07 on an adjusted organic basis
excluding sparks and steel reserve
miller’s us domestic sales to wholesalers
stws grew 39 on an unadjusted basis
and were up 15 on an organic basis
international shipments fell slightly
miller lite strs increased by 11 15
unadjusted following a return to its intrinsic
brand marketing platform miller high life
sales increased 11 15 unadjusted 
on the strength of its successful ‘take 
back the high life’ campaign which
helped reverse a threeyear decline in the
franchise miller genuine draft declined by
106 adjusted 102 unadjusted for the
year in a declining segment milwaukee’s
best continued to experience declines in
the economy sector while icehouse and
mickey’s volumes grew helping to offset
partially the declines of both mgd and
milwaukee’s best 
the national launch of miller chill 
exceeded expectations with the brand
selling approximately 500000 barrels
during the year and miller’s worthmore
portfolio overall grew by nearly 50
sparks peroni and leinenkugel’s 
delivered strong full year double digit
growth to capture the continuing growth
and consumer shift towards light beers
miller testmarketed new light beer brands
miller genuine draft 64 mgd 64 and 
miller lite brewers collection which
following a positive reaction will be 
rolled out nationally in the next year
miller strengthened its chain sales
capabilities and enjoyed a 46 increase 
in chain sales volume the success of 
its “model market” operations a semi
autonomous management framework
in texas and floridageorgia contributed 
to share growth in texas and share
stabilisation in the southeast 
total revenue grew 48 to us5120
million while domestic revenue was 
up 74 to us4578 million contract
brewing revenue declined 158 due in
part to the purchase of sparks and steel
reserve which were previously brewed
under contract from mckenzie river in
2006 domestic revenue per barrel
increased 40 due to price increases 
4
increase in domestic revenue 
per barrel operations review 27
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
africa and asia
africa africa
and asia and asia
financial summary 2008 2007 
group revenue
1
usm 3367 2674 26 
ebita usm 568 467 22 
ebita margin  169 175
sales volumes
2
hl 000
– lager 83998 68067 23
– lager organic 77976 68067 15
– soft drinks 6977 13680 49
– soft drinks
organic 6977 6301 11
– other alcoholic 
beverages 602262534
1
including share of associates us1514 million 
2007 us1219 million
2 
castel volumes of 17845 hl 000 2007 15407 hl 000 
lager 13480 hl 000 2007 12744 hl 000 soft drinks are not
included in china the noncore water business was disposed
of in may 2007 impacting total soft drink volumes
key focus areas
■ invest in brewing and distribution
capacity across africa
■ expand portfolio of affordable 
and premium brands in africa
■ establish an asian hub to
consolidate and build on 
the asian footprint
■ further build market and brand
leadership in china and enhance
profitability
■ develop our operations across 
india vietnam and australia 
the strong growth in africa and asia
continued with lager volume growth 
of 23 organic growth of 15 and
reported ebita growth of 22 organic
constant currency growth of 16 ebita
margin decreased from 175 to 169 
as a result of the faster growth in the lower
margin asia markets notwithstanding 
an increase in africa margins
africa
lager volumes for africa excluding
zimbabwe grew 12 organic growth 
of 6 for the year as did total volumes
benefiting from continued economic
growth in all countries rising disposable
incomes and ongoing brand renovation 
tanzania posted lager volume growth of
8 in a competitive market and our brand
portfolio sales force and routetomarket
have been strengthened to capture further
growth growth has been led by ndovu
lager following its reformulation as a full
malt beer eagle our sorghum based lager
was launched in the north east with early
success and positive consumer response
rising input costs were mitigated by
improved operating efficiencies and a
stable local currency we have commenced
construction of a new 05 million hl brewery
in the southern region
mozambique enjoyed its fourth consecutive
year of strong growth with lager volumes
advancing 8 the brand portfolio is well
balanced and differentiated and affordable
draught beer continues to deliver 
ahead of expectation by reaching new
consumers major capacity enhancements
were completed at both the maputo and
beira breweries with operating efficiencies
improving and further depots were opened
during the year construction of the new
road infrastructure along the zambezi river 
will yield further growth opportunities in 
the north and as a result we have started
building a new 05 million hl brewery 
in nampula
botswana grew strongly after two
disappointing years with overall growth 
of 15 in aggregate volumes of lager 
and soft drinks key to this result was the
successful renovation of st louis lager 
the market leader and the introduction 
of a new 750ml returnable bottle the
returnable bottle has delivered ahead 
of expectation in this predominantly 
one way pack market and offers the
consumer better value for money
uganda’s lager volumes grew 4 after
three prior years of exceptional growth
after excellent growth in recent years
volumes of our sorghumbased eagle
brand declined following an excise
increase while our mainstream lager
brands nile special and club grew in 
mid double digits the market continues 
to grow and has nearly doubled in the 
last four years driven by the success 
of our portfolio extensions
angola’s economy continues to grow
strongly at approximately 20 per annum
the infrastructure however is unable to
support the increasing demands for goods
and services and our total volume growth
of just under 10 was constrained by 
both the lack of infrastructure and limited
capacity total volumes for lager and soft
drinks for the year were almost 35 million
hl including lager volumes of the recently
privatised empresa de cervejas n’gola in
which we invested at the end of last year
we continued to expand our lager and 
soft drinks capacity supported by new
local manufacture of glass and cans by
global suppliers
16
ebita increase on an organic
constant currency basis
of 24 for the year complemented by 
the mix benefits from the successful
growth of the worthmore portfolio
including miller chill 
through continued brewing efficiencies 
and cost savings derived from successful
projects the company was able largely to
offset commodity cost increases resulting
in an increase in domestic cost of goods
sold per barrel of low single digits marketing
spending increased upper single digits
ebita for the period increased 27 to
us477 million driven primarily by the
strong pricing increased volume effective
management of fixed costs and including
a nonrecurring gain of us33 million from
the october 2007 settlement of a dispute
with the ball metal beverage container
corporation this resulted in a onetime
payment to miller of some us70 million 
a portion of which is attributable to our
contract brewing partners the gain
includes an amount of us16 million
relating to materials supplied to miller
during the prior year and us17 million 
for other nonrecurring contractual matters
in preparation for the proposed joint
venture with coors brewing company
which remains subject to regulatory
clearance a charge of us51 million has
been recorded by miller for staff retention
arrangements and certain integration
costs and this has been treated as an
exceptional item the group expects to
record further charges up to completion 
of the transaction which is not anticipated
to occur before the middle of calendar year
2008 these amounts were included in the
previously announced estimates of costs
associated with the proposed joint venture 28 operations review
sabmiller plc annual report 2008
in the premium segment we have
launched peroni nastro azzurro in five
african markets with good initial results 
and plan to roll out the brand to other
countries in due course grolsch will 
be launched in certain key markets
traditional sorghumbased beer returned
to growth excluding zimbabwe this year
with excellent results from both malawi 
and botswana the category continues 
to play an important part in our african
portfolio and is less vulnerable than 
lager to international commodity cost
increases given the extensive use of 
local raw materials
castel enjoyed another strong year with
total volumes up 11 – lager 16 and soft
drinks 6 ethiopia and angola continued
to provide above average growth for the
group while further growth was captured
in its key markets of cameroon gabon
and morocco the growth in angola is
linked to underlying economic prosperity
while in ethiopia the growth has come
largely from market place activities
including portfolio segmentation and pack
innovations cameroon volumes advanced
in double digits in a competitive market
while underlying ebita growth was strong
the strength of the euro further assisted
reported performance in us dollars
ebita margin for our africa business
advanced despite the impact of rising
commodity costs these impacts on 
the business are limited due to significant
volume growth in soft drinks which are
less dependent on agricultural inputs 
and our sorghum beer which is based
on local supply
asia
in china our associate cr snow
continued to outperform the industry 
with full year lager volume growth of 25
representing organic growth of 15 and
full year market share improving to 18
momentum for the first half where cr
snow’s organic lager volume growth of
30 was well above the industry and peer
group slowed in the second half due to 
the combined effect of a severe winter
reduced discretionary spend and price
increases in this period the snow brand 
is now china’s largest lager brand and 
it enjoyed exceptional growth again this 
year of 63 
63
increase in volumes of the 
snow brand
ebita grew but increases in commodity
prices and the acquisition of a number 
of breweries which typically depresses
profits in the initial years reduced margins
capacity was further increased with the
construction of greenfield breweries and
upgrades to existing plants the noncore
water business was disposed of in may
2007 impacting total soft drink volumes
india grew strongly with lager volume
growth of 23 organic increase of 
19 following strong growth in the prior
year total volumes of 44 million hl were
achieved with national market share 
gain of 1 despite having no meaningful
presence in the key southern state of 
tamil nadu the foster’s business has
been fully integrated and the brand led 
our growth as it was rolled out more 
widely the strong beer segment continues
to grow ahead of mild beer with our
brands continuing to do well
our new asia joint ventures are building
momentum with australia ahead of
expectation due to strong performances
from peroni nastro azzurro mgd and the
recent successful launch of miller chill 
we recently announced our intention to
build a greenfield brewery in new south
wales and we are integrating the recently
acquired bluetongue brewery in vietnam
volumes are improving with the addition 
of redd’s to the portfolio and we have
commissioned a can line to expand our
pack range
operations review continued
south africa
south south
africa africa
beverages beverages
financial summary 2008 2007 
group revenue
1
usm 4446 4274 4
ebita usm 1026 1102 7
ebita margin  231 258
sales volumes 
hl 000
– lager 26526 26543 –
– soft drinks 16657 15986 4
1 
including share of associates us490 million 
2007 us 447 million
key focus areas
■ continue to develop a strong and
differentiated portfolio of brands
■ expand our direct distribution 
reach and capability
■ continuously improve the supply
chain and manufacturing
■ lead and support local economic
development
south africa
hotels and gaming
2008 2007 
revenue usm
1
396 340 16
ebita usm 141 100 41
ebita margin  356 293
revpar us
2
7610 6221
1
share of associates revenue
2
revenue per available room
beverages
economic growth in south africa slowed 
in the second half of the year as the effects
of higher fuel and food costs as well as
increased levels of household debt in a
higher interest rate environment slowed
consumer spending gross domestic
product growth for calendar year 2007 
of 39 was down on the 5 growth 
rate for 2006
volume performance was satisfactory 
with lager volumes in line with those of 
the prior year notwithstanding the loss 
of our licence for the amstel brand in
march 2007 9 of volumes in the year 
to march 2007 soft drinks were 4 up
despite cycling tough comparatives in the
prior year when volumes grew by 7
and the carbon dioxide shortages
experienced in the country over the fourth
quarter of this year and despite a decline 
in volumes in the lower margin alternative
beverage category primarily due to the
discontinuation of the bibo fruit cordial 
and milo brands operations review 29
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
financial year ebita benefited from some
foreign currency gains on contracts related
to procurement overall ebita margin
decreased by 270 basis points to 231
good progress was made in the phased
replacement of the 750ml returnable bottle
population for our mainstream brands 
and by march 2008 all but two of our
breweries were producing product in 
the new bottle the market has reacted
positively to the modernised new bottle
contributing to a resurgence in growth of
the mainstream category this renovation
programme is scheduled to be complete
by september 2008 the phased
introduction of 430 million new bottles 
has added complexity to the supply 
grid which has resulted in increased
transport expenditure
there were a number of new product
launches and pack renovations in the 
year the may 2007 launch of hansa
marzen gold proved to be very successful
and contributed over 23 of total premium
sales in the year innovation in the fab
category saw two new brands being
launched in the last quarter of the 
financial year sarita ruby a dry red
appleflavoured fab and skelter’s 
straight a citrus flavoured offering 
were launched in february 2008 and
march 2008 respectively both the hansa
pilsener and castle brands received label
redesigns in the year to coincide with the
introduction of the new 750ml returnable
bottle in the premium segment the peroni
nastro azzurro range was extended to
include draught 330ml cans and a new
660ml returnable bulk pack 
despite the slow progress by local
authorities in the granting of retail 
liquor licences our mahlasedi taverner
programme trained some 3400 taverners
during the year bringing the total number
to date to over 13400 this is in line with
our commitment to invest us14 million in
this initiative over five years administrative
delays at local government level continue
to hamper the progress of liquor licensing
across the country
the department of trade and industry
issued the final broad based black
economic empowerment bbbee codes
of good practice in early february 2007
the liquor industry’s formulation of a sector
code had been suspended pending the
publication of the bbbee codes but
resumed in mid 2007 with the active
involvement of the department of trade and
industry dti the dti has required that
the industry involve a very broad group of
stakeholders in the process it is anticipated
that the sector code will be finalised
towards the end of calendar year 2008 
appletiser continued to show strong
volume growth of 18 arising mainly 
from its international markets
distell’s results benefited from
improvements in both domestic and
international volumes domestic sales
volume increases have been driven by
cider brands and the readytodrink
categories despite shortages in the 
supply of packaging materials and 
carbon dioxide margins were also
improved through operating efficiencies
hotels and gaming
sabmiller is a 49 shareholder in 
the tsogo sun group the financial
performance of tsogo sun continues 
to be strong the gaming industry in 
south africa has grown steadily with real
growth in casino win being experienced 
by all participants however economic
circumstances in recent months indicate 
a slowdown in activity
the south african hotel industry has again
enjoyed strong revpar growth as a result
of a robust local economy and growth in
international arrivals increased demand
coupled with limited capacity growth has
assisted tsogo sun in achieving a year 
on year increase in revpar of 24 in
constant currency 
the improved level of trading assisted by
control of costs resulted in strong growth
in ebita and margins
volumes grew in both the mainstream 
lager and flavoured alcoholic beverage
fab categories robust growth in 
hansa pilsener and castle milk stout
underpinned mid single digit growth in 
the mainstream category and strong
growth across the brutal fruit range
contributed to the double digit increase 
in fab volumes in the premium segment
we successfully launched our new brand
hansa marzen gold castle lite grew
strongly and peroni nastro azzurro
volumes more than doubled but this 
did not fully offset the anticipated loss 
of premium volumes as the competing
product reentered the market
revenue grew by 6 on a constant
currency basis price increases were at 
a level somewhat below inflation for both
lager and soft drinks and revenue growth
was constrained by adverse mix effects 
in lager driven by the swing out of higher
priced premium brands into mainstream
higher raw material input costs in the beer
business placed margins under pressure
increasing international commodity prices
led to a large increase in key brewing raw
materials and packaging costs rose on the
back of higher energy and oil prices glass
costs were also up significantly following the
importation of glass in the current year at a
premium to local supply due to capacity
constraints at local glass manufacturers
distribution costs rose by over 30 in 
the current year higher international 
crude oil prices together with the
depreciation of the rand drove south
african diesel costs up by some 47 
in the year to march 2008 this was
exacerbated by incremental distribution
costs associated with servicing the 16
increase in main market outlets totalling
23400 outlets in the full year which is in
line with our direct distribution initiative 
ebita on a constant currency basis for 
the year was 6 lower than the prior year
driven primarily by higher raw material input
and distribution cost increases in addition
the ebita impact of the loss of the amstel
licence is estimated at approximately
us50 million for the year driven by
adverse mix incremental investments 
in marketing and new products and
packaging development the competitor
product reentered the south african
market in the second quarter of the
23
of total premium volumes 
contributed by hanza marzen gold 30 sustainable development review
sabmiller plc annual report 2008
managing sustainable development issues is an integral part of a successful
global business our progress in this area is overseen by the corporate
accountability and risk assurance committee carac
sustainable development making a difference through beer
sustainability and business
with a heritage rooted in africa – a continent
with 66 of the world’s poor and 315 million
people living on less than a dollar a day –
we are very conscious of our responsibilities
to society in itself business activity serves
a social purpose – to provide the goods
and services that society wants as long 
as markets are competitive and free
companies will succeed and make profits
only when they manage relationships
effectively use resources efficiently and
meet society’s needs
business is also part of society with 
a comprehensive set of relationships 
with all the many individuals involved 
in its activities business is at one and 
the same time an employer a customer 
a supplier and a taxpayer and the interests 
of business and the wider community 
are inextricably linked this is perhaps 
truer for our business than for many
multinational companies as beer is 
typically a local product brewed locally
sold locally and consumed locally
accordingly the health and prosperity 
of the communities in which we operate 
is intimately linked to our ability to grow
profitably but this only holds true if we
operate in a responsible and accountable
way behaving responsibly towards all 
our stakeholders is part of our beliefs and
fundamental to building sustainable markets
making a difference through beer
the main way in which we add value 
to the economies communities and
environments in which we operate is 
by being a responsible and profitable
business through employment taxation
and the purchasing of goods and services
we make a significant contribution to local
economic development 
one example of our influence on the
economy comes from south africa 
where during the year we recalculated 
our impact using the government’s
economic data here we directly employ
more than 9000 permanent employees
creating an estimated 48000 jobs among
direct suppliers and as many as 378000
fulltime jobs 3 of total employment in
south africa as a whole total household
income directly and indirectly related to
sab’s operations amounts to just over
us1 billion
but the picture is broader than providing
jobs or income for example the united
nations has estimated that a lack of
access to basic water and sanitation
services alone deprives subsaharan 
africa of a further 5 of gdp  programmes
linked to our sustainable development
priorities – in particular engaging with
communities in responsible water
management hivaids testing and
treatment enterprise development through
supply chain management and corporate
social investment – also contribute
indirectly to economic development
through running a successful business 
and taking these issues seriously we 
are contributing to development and to
meeting the united nations millennium
development goals mdgs in 2007 
we underlined our commitment by
becoming a signatory to the declaration 
on the millennium development goals 
this recognised the role business has 
to play in meeting the mdgs and
acknowledged that while progress has
been made the international community
must accelerate its efforts if they are to 
be met by 2015
we also remain committed to the 10
principles of the united nations global
compact during the year we identified
opportunities for leadership where we 
will focus our global efforts discouraging
irresponsible drinking making more 
beer but using less water and enterprise
development
discouraging irresponsible drinking
in the last year we have established 
a comprehensive alcohol framework 
this builds on our previous alcohol
manifesto and provides a globally
consistent understanding of our beliefs 
on alcohol to ensure a consistent
philosophy that underpins our work and
guides our everyday decisions in june we
joined more than 40 other businesses and
nongovernmental organisations ngos to
become a charter member of the european
alcohol and health forum this focuses 
on concrete actions to reduce harmful 
drinking in the european union including
the prevention of underage drinking
through our involvement in the international
center for alcohol policies we have 
also contributed to the advancement of
responsible marketing practices around 
the world in africa we are working with
several governments ngos and public
health organisations to develop national
alcohol policies to reduce alcoholrelated
harm as a result of these efforts lesotho
adopted its first national policy in october
2007 policies are nearing completion in
swaziland uganda zambia malawi 
and ghana
enterprise development
one of the dilemmas of a globalising 
world is the increasing dependence on
global supply chains which offer economies
of scale through a smaller number of 
higher volume suppliers while this has 
its advantages it also has a downside 
for smaller national suppliers of goods 
and services 
we believe that genuinely free trade
benefits all especially the developing
world however there are factors which
strengthen the case for local sourcing
models such as improved access to
quality raw materials we manage our
supply chains with a view to the long
term benefits to our operations these
encompass the availability of key brewing
inputs such as malted barley and the
stimulus such purchasing gives to local
economic growth on this basis we have
invested extensively in smallscale supplier
relationships where these are possible
particularly with smallholder farmers in
africa india and increasingly latin
america in order to build local agricultural
capacity and secure supplies of critical 
raw materials as result we have created
or improved 10500 jobs for farmers
working in these regions
us 5 291m
paid in direct and excise taxes
10500
farmers engaged in our smallholder
programmes sustainable development review 31
sabmiller plc annual report 2008
for our full sustainable development report go to
wwwsabmillercom
our efforts on corporate social investment
also contribute to economic development
for example our operations in south africa
have been supporting entrepreneurs for
over 10 years kickstart is a project that
promotes business awareness and
entrepreneurship among young people 
by providing training grants mentorship
and assistance during the setup phase of a
new business since its inception sab ltd
has invested over us5 million in kickstart
equipping almost 22700 young adults with
business skills and helping them to start 
up nearly 3300 businesses this approach
is now being applied elsewhere – in
botswana for over four years and more
recently colombia 
making more beer but using less water
in july 2007 we signed the ceo water
mandate an initiative of the united 
nations global compact which 
committed sabmiller to leadership in 
water management the principles of the
mandate fit well with our own approach 
to water management and we look forward
to working further with other companies 
to make progress in this area
current water consumption for our 
brewing operations is 46 hectolitres of
water per hectolitre of beer produced 
this compares favourably to our
competitors and the industry benchmark
of 50 hectolitres of water per hectolitre
of beer published by the united nations
environment programme however our
performance has remained static for the 
last few years in the next year we will be
increasing our focus in this area to reduce
our water use
broader environmental performance
in the last 12 months we have reduced 
the use of energy in our brewing operations
marginally from 151 to 150 megajoules 
per hectolitre with related carbon emissions 
of 137 kilogramshectolitre we are
working to increase the amount of
renewable energy we produce and during
the year this figure increased to 15 of
total plant energy use up from 09
reported last year largely through the
combustion of biogas from water treatment
plants we continue to achieve high levels
of reuse with over half of our beers being
sold in reusable packaging and we
recycledreused over 96 of our 
waste across the group as a whole
we are committed to high standards 
of environmental performance in all new
capital investments during the year we
established a new set of guidelines for 
all major capital investments these state 
that all new breweries will aim to be within
10 of the current group best in terms of
their performance on water energy and
carbon and waste in this way we are
making sure we consider the longterm
sustainability of all new plants
valuing and empowering our people
attracting and retaining good people
remains a critical component of supporting
our growth and bringing new skills and
knowledge to the organisation and during
the year staff each received an average 
of 39 days training our employees 
cover a vast mix of cultures beliefs and
backgrounds and we both value and
respect this diversity while 19 of our
total workforce is female women account
for 26 of our management and executive
grades up from 22 reported last year 
health and safety
during the year we recorded 1446
industrial injuries up from 1091 reported
last year while overall days lost through
injury is down to 12809 from 13720 
we have revised last year’s figure for days
lost to improve accuracy it is with regret
that we report two fatalities in our business
during the year the first occurred in
sabmiller india and related to an accident
at our haryana brewery and the second
was one of our truck drivers in south
africa the result of gunshot wounds 
from an attempted hijack
sustainable development governance
during the year our sustainable
development framework has been further
embedded into our operations our local
managing directors are responsible for
integrating sustainable development
considerations into their business plans 
as appropriate for their own markets 
in particular we encourage our local
operations to consider how their business
can add value to our three global focus
areas namely discouraging irresponsible
drinking managing water responsibly 
and promoting enterprise development
in march 2008 we agreed a new code 
of business conduct and ethics to which
all employees must adhere this code
represents a clear conscious and personal
commitment to doing what is right the
code will be introduced across the group
in the coming year
46
hectolitres of water per hectolitre 
of beer produced
overview operating and financial review governance financial statements shareholder information
using water efficiently within the kgalagadi
brewery in botswana 32 sustainable development review
sabmiller plc annual report 2008 
discouraging 
irresponsible 
drinking
making more 
beer with 
less water
reducing 
our energy 
and carbon 
footprint
packaging 
reuse and 
recycling
working 
towards 
zero waste 
operations
our beer adds to the enjoyment
of life for the overwhelming
majority of consumers 
we care about the harmful
effects of irresponsible 
alcohol consumption and we
engage stakeholders and work
collectively with them to address
irresponsible consumption
water quality and availability 
are under threat in some parts
of the world we aim to be 
more efficient in our water use
understand our watersheds 
and engage with our suppliers
this will cut costs reduce risks
and benefit local communities
� develop a watershed mapping
tool to evaluate the risks and
opportunities associated with
water availability and quality
� evolve the alcohol manifesto
� help selected employees 
to become more fluent 
on alcohol matters
we use energy to produce 
and transport our products 
we must become more efficient
manage our carbon footprint
and explore cleaner sources 
of energy this will save money
and resources and reduce 
our greenhouse gas emissions
� develop carbon footprint
methodology to understand
and manage emissions
� further evaluate the options
for using renewable energy
packaging protects our
products but has wider impacts
we are reducing the weight of
our packaging reusing bottles
and encouraging recycling
thereby saving money and raw
materials and reducing pressure
on local waste services 
� evaluate where existing
packaging materials can 
be substituted with better
alternatives 
much of our waste can be a
valuable resource for farmers
and food producers as well as
being a potential energy source
we aim to minimise the amount
of waste we send to landfill so
saving money and reducing its
environmental impact
� review best options for the
reuse and recycling of brewery
waste streams initially with
miller in the usa
� undertook highlevel study 
into longterm water 
availability for all sites
� developed and introduced 
a watershed mapping tool 
� established guidelines for 
new capital projects
� signed ceo water mandate
� further developed our 
alcohol manifesto into our 
new alcohol framework
� published a revised code of
commercial communications
� revised employee 
alcohol policy
� established position papers 
on key alcohol issues
� helped several african
governments to produce
national alcohol policies
� quantified the carbon footprint
of one international brand
� established guidelines for 
new capital projects
� renewable energy
investments continued 
for example our hungarian
business dreher inaugurated
its biogas plant cutting
traditional energy consumption
by 10
� introduced lighter bottles
including the european bottle
for miller genuine draft
� integrated minimum standards
for materials into our product
development process to
ensure quality and good
environmental credentials
� undertook successful trials 
of biodegradable shrinkfilm 
in romania and poland
� completed review and several
operations including miller are
now approaching ‘zerowaste’
to landfill
� improve water efficiency
� undertake watershed mapping
exercises for around 30 sites
in areas at risk of longterm
water stress
� undertake a detailed water
footprinting exercise to
evaluate the water use 
in our supply chain
� conduct an alcohol education
programme for all sabmiller
employees
� continue to engage with key
alcohol stakeholders at the
local and international level
� launch a website to provide
accurate and balanced
resources on alcohol for our
consumers employees and
other interested stakeholders
� improve energy efficiency
� develop a flexible carbon
footprinting tool to evaluate
the carbon impact of business
decisions such as choice 
of packaging material or
distribution method
� partner cocacola to trial
‘eko’ low greenhouse gas
emission fridges in our abi
operations in south africa
� trial biodegradable shrink
wrap in further markets with
different climate conditions
eg south africa
� identify more sustainable
packaging materials and inks
� evaluate recycling and reuse
infrastructure for markets
which may introduce pet
packaging
� reduce the percentage of
waste going to landfill
� investigate new opportunities
for our brewing wastes
including renewable energy
our 10 sustainable development priorities focus us on the opportunities and 
risks that arise from our environmental social and economic footprints the table 
below shows why we consider each to be a priority the progress we have made 
and our future direction
overview of progress 
priority why it is targets we set progress targets for 
a priority last year we have made this year sustainable development review 33
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
building 
supply chains 
that reflect 
our own
commitment
benefiting 
communities
contributing 
to the 
reduction of 
hivaids
respecting 
human rights
transparency 
in reporting 
our progress
the effects of our purchasing
are felt around the world we
engage with our suppliers to
secure supplies of quality 
goods and services reduce
reputational risks provide
employment and improve
standards of living in 
developing communities
the prosperity of communities
and that of our operations are
codependent our corporate
social investment activities aim
to improve the quality of life 
for local people helping to 
build strong relationships with
suppliers consumers and 
our employees 
� ensure that every operation
has a formal corporate social
investment strategy 
� improve the measurement 
and evaluation of strategic
community investment
� sab ltd to increase employee
involvement in community
volunteering to 65
� incorporate responsible
sourcing principles into
supplier contracts
� fieldtest good practice
agricultural principles
� extend the coverage of 
our supplier engagement
workshops
the hivaids pandemic is
particularly relevant to our
operations in africa we have
programmes in place for our
employees their families local
communities and suppliers and
we share our experiences with
our operations around the world
this helps us to ensure the
wellbeing of our staff and the
stability of our workforce
� improve the percentage of
spouses and dependants 
on treatment by continuing to
address the fear and stigma
engendered by the disease
� run education workshops 
for community organisations
and suppliers in tanzania 
and zimbabwe
� introduce awareness 
initiatives in two operations
outside africa
we conduct our business 
with respect for national 
cultures and different local 
laws norms and traditions 
we promote the values of the
international community notably
the universal declaration of 
human rights
� ensure that all group
companies have embedded
our human rights principles 
in their local human 
resources policies
external stakeholders should 
be able to access information
easily to enable them to 
assess our performance 
against stated values and to
make informed judgements
about the business we aim 
to improve our reporting in
response to stakeholder needs
� increase frequency of internal
reporting by operations to
every six months
� encourage the production 
of local sustainable
development reports 
� all operations now have a
formal strategy in place
� continued to embed our
systems for data collection
� us30 million cash invested in
corporate social investment
� employee volunteering at sab
ltd estimated to have reached
65 although data capture
needs to be improved
� responsible sourcing 
principles becoming 
part of the supplier 
evaluation process 
� reviewed and tested guidance
on agricultural practice now
carrying out wider review of
smallholder farmer activity
� held regional workshops 
with key european suppliers
� 10500 farmers involved in
smallholder programmes
� held education workshops in 
tanzania zimbabwe 
uganda and zambia
� published a briefing paper
‘living and working with
hivaids’
� supported and presented 
at the first ‘business against
aids’ round table in russia
� percentage of spouses and
dependants on treatment rose
from 11 to 14 with further
improvement needed
� all group operations have
incorporated human rights
principles into their local
policies 
� principles now being
introduced into the 
value chain 
� held stakeholder dialogue
sessions on our approach 
to sustainable development
� instituted twiceyearly
reporting on progress 
on the 10 priorities
� local sustainable development
reports becoming more
consistent using our 10
priorities as a framework
� improve the focus of our
activities on our strategic csi
issues of water enterprise
development and hivaids
� continue to expand our
entrepreneurship programmes
and identify the value added 
to improve the quality of 
these activities
� review our smallholder farmer
programmes to understand
the business and social value
added and expand and
improve their impact
� include social ethical and
environmental criteria in
evaluating suppliers of raw
materials such as packaging
� increase participation of
employees and their spouses
in annual voluntary counselling
and testing 
� increase the percentage of 
hiv positive spouses and
dependants on managed
healthcare programme
� increase number of peer
educators in our businesses
� introduce our new code of
business conduct and ethics
� contribute to human rights
dialogues on a national and
global level 
� conduct detailed ‘deep dive’
investigations on sustainable
development issues throughout
the value chain in four of our
emerging markets 
� improve qualitative dialogue
between operations through
training sustainable
development champions
within each region
priority why it is targets we set progress targets for 
a priority last year we have made this year 3 
board of directors composition 
and independence
the board currently consists of the chairman mr kahn eight
independent nonexecutive directors including lord fellowes 
the senior independent director five nonexecutive directors 
who are not considered to be independent and two executive
directors mr mackay the chief executive and mr wyman the
chief financial officer biographical information concerning 
each of the directors is set out on pages 42 and 43
the size and certain aspects of the composition of the board 
and of the audit nomination and corporate accountability and 
risk assurance committees are determined primarily by the terms
of our relationship agreement with altria which was originally
approved by shareholders in 2002 as part of the miller transaction
and was amended with shareholders’ approval in 2005 as part 
of the bavaria transaction and by the terms of our relationship
agreement with bevco a holding company of the santo domingo
group which was approved by shareholders in 2005 as part 
of the bavaria transaction
the 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 nonexecutive directors
nominated by altria up to two are to be nonexecutive directors
nominated by bevco and up to eight are to be nonexecutive
directors appointed by the board the agreement with bevco
allows bevco to nominate up to two nonexecutive directors 
for appointment to the board
the board is grateful to altria for its indulgence in permitting for 
the time being the maximum number of directors allowed under
the relationship agreement to be exceeded in order to assist 
the company to meet the requirements of the combined code
altria and bevco have each exercised their right under their
respective agreements to nominate one director for appointment
to the nomination committee bevco has the right to nominate 
one director for appointment to the corporate accountability and
risk assurance committee carac although it has not exercised
this right and altria has the right to nominate one director for
appointment to the audit committee which it has exercised
ms de lisi who was nominated for appointment to the board 
and the audit committee by altria stepped down from the 
board on 30 april 2007 following her retirement from altria 
altria nominated mr dinyar devitre to replace ms de lisi 
mr devitre was until 31 march 2008 senior vice president 
and chief financial officer of altria and is currently a member 
of the board of altria he joined the board of sabmiller as a 
nonexecutive director with effect from 16 may 2007
the board considers eight directors – ms doherty lord fellowes
mr manser mr manzoni mr morland mr pieterse ms ramos 
and mr ramaphosa – to be independent for the purposes of the
combined code the board considers six nonexecutive directors
including the chairman not to be independent for the purposes 
of the combined code mr bible and mr devitre as they are
nominees of altria the company’s largest shareholder mr santo
domingo dávila and mr pérez dávila as they are nominees of the
santo domingo group the company’s second largest shareholder
lord renwick of clifton because of his position with jpmorgan
cazenove and the chairman mr kahn who is a former chief
executive of the company and has served continuously on the
board or on the board of the company’s predecessor since 1981
although he has been a director of the company only since 1999
and as chairman is deemed not to be independent under the
combined code
34 corporate governance
sabmiller plc annual report 2008
corporate governance
1 
the directors’ report on 
corporate governance
the directors are committed to maintaining high standards 
of corporate governance which they see as fundamental to
discharging their stewardship responsibilities the board strives 
to provide the right leadership strategic oversight and control
environment to produce and sustain the delivery of value to all of 
the company’s shareholders the board applies integrity principles
of good governance and accountability throughout its activities and
each director brings independence of character and judgment to the
role all of the members of the board are individually and collectively
aware of their responsibilities to the company’s stakeholders
the principal governance rules applying to uk companies 
listed on the london stock exchange are currently contained in
the combined code on corporate governance adopted by the
financial reporting council in june 2006 the combined code
this report describes the board’s approach to corporate
governance and explains how it applies the combined code
2 
application of the 
combined code
the board applied the principles and provisions of the combined
code throughout the year ended 31 march 2008 except in the
following respects with items a to d being dealt with more 
fully in sections 3 and 5 of this report
a at least half the board excluding the chairman were not
independent for the purposes of the combined code
b the audit committee did not consist solely of independent
directors as the committee included ms de lisi an altria
group inc ‘altria’ nominee until her retirement on 30 april
2007 and then mr devitre altria’s nominated replacement 
for ms de lisi neither of whom is independent for the 
purposes of the combined code
c the nomination committee did not comprise a majority 
of independent nonexecutive directors throughout the 
period following the appointment to the nomination committee 
under the terms of the respective relationship agreements 
with altria and bevco ltd ‘bevco’ of mr bible and
mr santo domingo dávila to the nomination committee
the appointments took effect on 14 november 2007 
d the chairman of the nomination committee although
considered by the board to be independent in character 
and judgement was not independent for the purposes of 
the combined code and 
e one director was not able to attend the 2007 annual general
meeting because of a longstanding prior commitment
the board has taken a number of steps to redress the balance 
of independent directors on the board and nomination committee
a ms maria ramos and mr rob pieterse were appointed 
to the board on 15 may 2008 both are independent 
nonexecutive directors and
b mr ramaphosa an independent nonexecutive director was
appointed to the nomination committee on 14 november 2007
lord renwick of clifton retires from the board on 31 july 2008 
he stepped down as a member and as chairman of the
nomination committee on 31 march 2008 
with effect from 15 may 2008 over half the board excluding the
chairman were independent for the purposes of the combined
code and with effect from 1 april 2008 a majority of the directors
on the nomination committee were independent for the purposes
of the combined code corporategovernance 35
sabmiller plc annual report 2008
for ease of reference directors’ independence status for
combined code purposes is indicated in the table below
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 its directors 
and the experience and skills which they bring to their duties 
the board is confident that the appointment of both ms ramos
and mr pieterse two distinguished and internationally acclaimed
individuals will make a significant contribution to its deliberations 
it is now nine years since the company listed on the london stock
exchange sabmiller has been fortunate to retain the services of
several distinguished nonexecutive directors the chairman lord
fellowes mr morland mr ramaphosa and lord renwick for the
entire nineyear period they have provided considerable stability
to the board since the listing in 1999 and the board has benefited
greatly from the presence of individuals who have over time gained
valuable insight into the group its markets and the industry the
provisions of the combined code require the board to consider
where a director has served for a period of more than nine years
whether that director continues to be independent the board has
conducted a rigorous review of the performance of the chairman
lord fellowes mr morland and mr ramaphosa and considers 
that each of these directors brings invaluable integrity wisdom and
experience to the board and that they continue to contribute to the
direct robust and constructive debate held within the board and
committee deliberations therefore the board is entirely satisfied
as to the continued independence of each of these directors
under the combined code directors who have served for more
than nine years are required to stand for annual reelection and the
board has determined that they should do so the board does not
consider it to be in the interests of the company or shareholders 
to require all four of the directors who have served for nine years 
to retire at the same time as noted lord renwick will be retiring 
in july 2008 and strongly favours ensuring continuity and stability
through orderly succession 
while recognising the benefits of the experience and stability
brought by its longstanding directors the board remains
committed to the progressive renewal of board membership 
and has therefore acted to bring about the appointment of 
ms ramos and mr pieterse the board will continue to act 
in the best interests of the company and shareholders as it
considers further appointments and the future tenure of the
directors who have served for more than nine years
the board considers that the composition of the audit 
committee remains appropriate given altria’s interest as the
company’s largest shareholder and is satisfied that having 
regard to the terms of the relationship agreement between 
the company and altria and to the experience and background 
in financial matters of mr devitre the independence and
effectiveness of the audit committee in discharging its functions 
in terms of the combined code continue to be considerably
enhanced and not compromised 
4
how the board operates 
41 board meetings and attendance
during the year there were six scheduled board meetings 
two additional board meetings were held to consider particular
projects individual directors’ attendance at board and committee
meetings and at the annual general meeting is set out in the table
below the directors nominated by altria waived their fees during
the period under review
in the few instances where a director has not been able to attend 
a board or committee meeting any comments which he or she
has had arising out of the papers to be considered at that meeting
have been relayed in advance to the relevant chairman
42 operation of the board 
the board sets the strategic objectives of the group 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 the 
board receives regular presentations on a rotational basis from
the divisional managing directors as well as from directors of key
group functions marketing corporate affairs human resources
and legal enabling it to explore specific issues and developments
in greater detail
overview operating and financial review governance financial statements shareholder information
directors’ attendance 1 april 2007 to 31 march 2008 and committee memberships
board audit remuneration nomination carac
independent attended possible attended possible attended possible attended possible attended possible agm
j m kahn ✕ 88 3322 ✓
e a g mackay ✕ 88 22 ✓
m i wyman ✕ 78 12 ✓
g c bible ✕ 78 11 ✓
d devitre ✕ 7733 ✓
m e doherty ✓ 5834 ✓
lord fellowes ✓ 8844553322 ✓
p j manser ✓ 7844453322 ✓
j a manzoni ✓ 78 55 22 ✓
m q morland ✓ 88445533 ✓
ˆ
c a pérez dávila ✕ 88 ✓
m c ramaphosa ✓ 68 0112 ✕
lord renwick ✕ 78 33 ✓
a santo domingo dávila ✕ 88 11 ✓
 considered to be independent for combined code purposes 36 corporate governance
sabmiller plc annual report 2008
corporate governance continued
board and committee meetings are held in an atmosphere of
intellectual honesty of purpose integrity and mutual respect
requiring reporting of the highest standard by management 
and direct robust and constructive debate among board and
committee members
43 matters reserved for the board 
there is a schedule of matters which are dealt with exclusively 
by the board these include approval of financial statements 
the group’s business strategy the annual capital expenditure plan
major capital projects major changes to the group’s management
and control structure material investments or disposals risk
management strategy social and environmental policy and
treasury policies
the board governs through clearly mandated board committees
accompanied by monitoring and reporting systems each standing
board committee has specific 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 company’s website or on request from the
company secretary 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 board members in
advance of the next board meeting
44 the roles of executive and nonexecutive directors 
the executive directors are responsible for proposing strategy and
for making and implementing operational decisions nonexecutive
directors complement the skills and experience of the executive
directors bring an independent judgement and contribute to the
formulation of strategy policy and decision making through their
knowledge and experience of other businesses and sectors
45 information and training 
the board and its committees are supplied with full and timely
information including detailed financial information to enable
directors to discharge their responsibilities all directors have
access to the advice of the company secretary independent
professional advice is also available to directors in appropriate
circumstances at the company’s expense and the committees
have been provided with sufficient resources to undertake their
duties none of the directors has sought independent external
advice through the company the company secretary is
responsible for advising the board through the chairman 
on matters of corporate governance
following the appointment of new directors to the board tailored
induction programmes are arranged which involve industryspecific
training and include visits to the group’s businesses and meetings
with senior management as appropriate new directors are briefed
on internal controls at 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 governancerelated
matters the company arranges for major shareholders to have 
the opportunity to meet new appointees the company is also
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 briefings and courses
on aspects of their respective committee specialities and regular
updates on relevant legal regulatory corporate governance and
technical developments are presented to committee members
and as appropriate to the board
46 outside appointments 
nonexecutive directors may serve on a number of outside 
boards provided that they continue to demonstrate the requisite
commitment to discharge effectively their duties to sabmiller plc
the nomination committee keeps the extent of directors’ other
interests under review to ensure that the effectiveness of the board
is not compromised the board is satisfied that the chairman and
each of the nonexecutive directors commit sufficient time to the
fulfilment of their duties as chairman and directors of the 
company respectively
the board believes in principle in the benefit of executive
directors and members of the executive committee accepting 
nonexecutive directorships of other companies in order to widen
their experience and knowledge for the benefit of the company
accordingly executive directors and members of the executive
committee are permitted to accept external nonexecutive board
appointments subject to the agreement of the board and are
allowed to retain any fees received from such appointments
mr mackay is a nonexecutive director of reckitt benckiser 
group plc and is the senior independent director and a member
of the remuneration committee of that company fees earned 
by mr mackay from this appointment are set out in the directors’
remuneration report on page 56 later in 2008 mr mackay will
join the board of philip morris international inc the board is satisfied
that these duties will not impinge on mr mackay’s commitment
and ability to discharge fully his duties to the company
47 chairman chief executive and 
senior independent director 
the roles of chairman and chief executive are separate 
with responsibilities divided between them this separation 
of responsibilities is formalised in their respective letters of
appointment approved by the board there were no significant
changes to the chairman’s external commitments during the year
the chairman is available to consult with shareholders throughout
the year and in the month prior to the annual general meeting he
also invites major shareholders to meet with him to deal with any
issues the board is kept informed of the views of shareholders
through regular updates from the chairman the company
secretary and the executive directors as well as through the
inclusion in the board papers of relevant reports and commentaries
of and exchanges with shareholders and investor bodies
the senior independent director is lord fellowes lord fellowes 
is chairman of carac and also serves on the audit remuneration
and nomination committees he is therefore well placed to
influence the governance of the company and to meet his
responsibilities as senior independent director lord fellowes
serves as an additional contact point for shareholders should 
they feel that their concerns are not being addressed through 
the normal channels lord fellowes is also available to fellow 
nonexecutive directors either individually or collectively to discuss
any matters of concern in a forum that does not include executive
directors or the management of the company in the year under
review the chairman hosted a meeting of the nonexecutive
directors without the executive directors present lord fellowes
has in addition held a meeting of nonexecutive directors without
the presence of the chairman at which among other things the
performance of the chairman was discussed
48 board committee and director performance evaluation 
a formal evaluation of the performance and effectiveness of the
board and of the audit remuneration nomination and corporate
accountability and risk assurance committees is carried out each
year led by the chairman with input from the senior independent
director and in consultation with other directors and the company
secretary the performance of the chief executive is reviewed by
the remuneration committee and this review is shared with and corporategovernance 37
sabmiller plc annual report 2008
considered by the board the performance of the chief financial
officer is reviewed by the chief executive and the remuneration
committee and reported to the board by the remuneration
committee each nonexecutive director’s performance is evaluated
by the chairman in consultation with the senior independent
director who in turn consults with the executive directors and the
company secretary the chairman’s performance is evaluated
against the same criteria by the senior independent director the
nonexecutive directors and the company secretary taking into
account the views of the executive directors
in considering the contribution of individual directors for the year
under review performance was assessed against the company’s
selected criteria of strategy expertise in their field governance
factors commitment profile knowledge of the industry and team
contribution culminating in an overall contribution rating the
importance of the different roles played by individual directors 
in bringing a balanced overall view to the board was recognised
for the year under review the chairman has assessed that all
directors continue to make an effective contribution to the board 
in reviewing the performance of the board and its committees 
the chairman and the senior independent director were aligned 
in their conclusion that measured against the principal duties
expected of it the board including by extension its standing 
and ad hoc subcommittees continued to operate effectively 
and to meet in full its obligations to support management to
monitor performance across a wide area and to maintain its
strategic oversight
in a meeting of the chairman the senior independent director 
the committee chairmen and the company secretary the results
of the performance and effectiveness evaluations conducted in
respect of the board each of the directors the chairman the
senior independent director and each of the board’s four standing
committees were reviewed regarding the board committees
each of the committee chairmen expressed their views regarding 
the operation of his committee against its terms of reference and
the performance and effectiveness of that committee these 
views were discussed in an open and constructive manner with
recommendations arising from the discussions being brought
forward to the board and the respective committees 
the results of the performance and effectiveness evaluation
process were also reviewed by the chairman the senior
independent director the chief executive and the company
secretary all of whom concluded that the board and its
committees were operating effectively
at the forthcoming annual general meeting ms ramos and 
mr pieterse having been initially appointed by the board of
directors will pursuant to the company’s articles of association
stand for election three directors mr mackay mr manzoni and 
mr ramaphosa are required to seek reelection in accordance 
with the company’s articles of association having served for three 
years since their last election as previously mentioned the
chairman lord fellowes mr morland and mr ramaphosa will 
by the time of the agm each have served continuously on the
board for nine years and under the combined code are obliged
to offer themselves for reelection annually
the chairman confirms that each of the directors offering
themselves for reelection continues to perform effectively and 
to demonstrate commitment to his role in addition the chairman
confirms that in relation to each of the directors who will have
served for nine years the board is satisfied with his performance
and has determined that nine years’ service does not compromise
his independence lord fellowes as senior independent director
confirms that the chairman continues to perform effectively and to
demonstrate commitment to his role biographical details of
directors standing for election and reelection are included on
pages 42 and 43 of this report
49 retirement of directors 
new directors are subject to election at the first annual general
meeting following their appointment and directors are subject 
to retirement and reelection by shareholders every three years
the reappointment of nonexecutive directors is not automatic
the board has determined that nonexecutive directors who have
served for nine years will be asked to stand for reelection annually
provided that the board remains satisfied both with the director’s
performance and that nine years’ continuous service does not
compromise the director’s continuing independence
410 the company secretary 
the company secretary acts as secretary to the board and 
its committees and he attended all meetings during the year 
under review 
5 
the board’s committees and the 
executive committee 
51 the executive committee 
the board delegates responsibility for determining and
implementing the group’s strategy and for managing the group 
to the chief executive mr graham mackay who is supported 
by the executive committee excom which he chairs excom
members are appointed by mr mackay the other members of
excom are the chief financial officer mr wyman the divisional
managing directors responsible for managing the group’s regional
hubs latin america europe africa and asia the managing
director of sab ltd the president and chief executive officer 
of miller brewing company the directors of key group functions
marketing corporate affairs and human resources and the
general counsel and group company secretary excom’s
purpose is to support the chief executive in carrying out the 
duties delegated to him by the board and in that context 
excom coordinates brand and operational execution delivers
strategic plans budgets and financial reports for the board’s
consideration and through the chief executive reports on 
these matters to the board
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
52 the disclosure committee 
the disclosure committee consists of the chairman the 
chief executive the chief financial officer a designated non
executive director lord fellowes and the company secretary 
or the deputy company secretary the function of the disclosure
committee in accordance with the group’s inside information
policy is to assure compliance with the disclosure and
transparency rules and the listing rules and to ensure that the
routes of communication between excom members the disclosure
committee the inhouse legal team the company secretarial office
and investor relations are clear and provide for rapid escalation to
the disclosure committee and key advisers of any decision
regarding potential inside information so that the company is able
to comply fully with its continuing obligations under the disclosure
and transparency rules and the listing rules
53 the audit committee 
during the year under review the audit committee was chaired 
by mr manser who has been chairman of the committee since
may 2002 mr manser qualified as a chartered accountant in 1964
and was made a fellow of the institute of chartered accountants
in 1976 further biographical information concerning mr manser 
is set out on page 43 
lord fellowes mr morland and ms doherty served on the
committee throughout the year ms de lisi served until her
retirement on 30 april 2007 and was replaced by mr devitre who
overview operating and financial review governance financial statements shareholder information 38 corporate governance
sabmiller plc annual report 2008
corporate governance continued
attended his first meeting of the committee on 4 september 2007
mr morland has been a member of the committee from its first
meeting on 13 april 1999 lord fellowes was appointed to the
committee on 1 june 2001 and ms doherty was appointed on 
1 april 2006 the chairman has recent and relevant financial
experience as does ms doherty who is chief financial officer 
of brambles limited and was previously group international
finance director of tesco plc and mr devitre having until 
31 march 2008 held the position of chief financial officer of altria 
the committee met four times during the year the external
auditors the chief executive the chief financial officer and 
the chief internal auditor attended each meeting by invitation
other members of the management team attended as required
under its terms of reference the committee’s key duties include
■ to review and challenge where necessary the annual financial
statements and interim and preliminary announcements before
their submission to the board for approval
■ to examine and review the internal control environment 
and risk management systems within the group and review 
the group’s statement on internal control systems prior to
endorsement by the board and to review the independence
objectivity and effectiveness of the external audit process 
■ to make recommendations to the board regarding the
appointment reappointment and removal of the external
auditors and to approve and recommend to the board 
the remuneration and terms of engagement of the 
external auditors 
■ to review annually the effectiveness of the internal audit 
function throughout the group with particular focus on the
charter annual work plans activities staffing organisational
and reporting structure and status of the function and
■ to review the effectiveness of the system for monitoring
compliance with laws and regulations including the 
group’s biannual letters of representation and the results 
of management’s investigation and followup including
disciplinary action of any instances of noncompliance
the audit committee reports its activities and makes
recommendations to the board during the year the audit
committee discharged its responsibilities as they are defined 
in the committee’s terms of reference and has been engaged in
ensuring that appropriate standards of governance reporting and
compliance are being met the committee has advised the board
on issues relating to the application of accounting standards as
they relate to published financial information the committee has
also monitored the further progress which has been made during
the year in reviewing and upgrading internal controls in the major
business entities across the group positioning the group to
achieve substantive compliance with sarbanesoxley standards 
in due course although the company is not an sec registrant 
and is not required to comply with sarbanesoxley standards
the chief internal auditor has direct access to the audit
committee primarily through its chairman the audit committee
has access to subsidiary company internal audit leadership 
the reports of the divisional audit committees are also available 
to the audit committee 
during the year the committee met with the external auditors and
with the chief internal auditor without management being present 
in addition to the review of its performance terms of reference 
and effectiveness led by the chairman of the board the committee
critically reviewed its own performance during the year by 
means of a questionnaire which each member of the committee
completed independently the committee chairman then reviewed
the responses and conducted onetoone discussions with
members of the committee where he felt it was necessary 
the results of the selfassessment and any action plans arising
were then reported to the board
54 the nomination committee 
during the year the nomination committee was chaired by lord
renwick lord renwick retired as chairman and as a member of
the nomination committee with effect from 31 march 2008 and
was replaced as chairman by mr kahn both lord renwick and 
mr kahn were members of the committee throughout the year as
were lord fellowes mr morland and mr manser during the year
altria and bevco exercised their rights under their relationship
agreements to nominate mr bible and mr santo domingo davila
respectively as members of the nomination committee with effect
from 14 november 2007 mr ramaphosa was appointed to the
committee at the same time 
the committee is empowered to consider the composition of the
board and its committees it is asked to consider the retirement
appointment and replacement of directors and is required to 
make appropriate recommendations to the board 
the nomination committee has continued to evaluate the balance
of skills knowledge and experience of the board in order to
further strengthen the independence and balance of the board
and as part of the continuing process of progressive renewal of 
the board the committee successfully recruited ms ramos and 
mr pieterse to the board appropriate succession plans for the
nonexecutive directors approaching nine years service for the
executive directors and for senior management were also kept
under review 
where nonexecutive vacancies arise the committee may use 
the services of external consultants in order to identify suitable
candidates for the board to consider candidates are shortlisted
for consideration by the nomination committee on the basis of 
their relevant corporate or professional skills and experience 
in accordance with the terms of the relationship agreement with
altria the only executive directors appointed to the board are 
the chief executive and the chief financial officer
55 the remuneration committee 
the committee consists entirely of independent directors 
mr morland chairman lord fellowes mr manzoni and mr manser 
the committee is empowered by the board to set shortterm
mediumterm and longterm remuneration for the executive
directors more generally the committee is responsible for the
assessment and approval of a broad remuneration strategy for 
the group and for the operation of the company’s sharebased
incentive plans this includes determination of shortterm and
longterm incentives for executives across the group 
during the year the remuneration committee has implemented 
its strategy of ensuring that employees and executives are
rewarded for their contribution to the group’s operating and
financial 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 and mercer human resource
consulting mercer at levels below the company’s executive
committee the company’s management consults among others
hay consulting ernst  young and towers perrin on a project
basis more details of the company’s remuneration policy can be
found in the directors’ remuneration report on pages 49 to 59 corporategovernance 39
sabmiller plc annual report 2008
56 the corporate accountability and 
risk assurance committee carac 
lord fellowes chaired the committee throughout the year 
mr kahn mr mackay mr manser mr manzoni mr ramaphosa 
and mr wyman served as members additionally the director 
of corporate affairs ms clark met regularly with the chairman 
of carac to discuss implementation and planning issues and
attended all meetings of the committee 
the objective of carac is to assist the board in the discharge of
its responsibilities in relation to corporate accountability including
sustainable development corporate social responsibility corporate
social investment and ethical commercial behaviour more details
of the committee’s activities can be found in the sustainable
development review section of this report and in the company’s
separate sustainable development report which is available 
on the company’s website and upon request in hard copy 
during the year the carac focused on companyspecific and
industry issues which are critical to protecting the company’s
licence to operate
6 
relationship with auditors 
pricewaterhousecoopers were appointed as auditors of the
company on 8 february 1999 subsequently becoming
pricewaterhousecoopers llp pwc in 2003 
the company has in place a formal policy on auditor
independence and nonaudit services with which the external
auditors are required to comply to ensure that the independence
of the auditors is not impaired by the nature of nonaudit work 
the policy stipulates work which is permitted or not permitted 
to be performed by the auditors and provides for appropriate
approval and oversight processes as a further safeguard pwc
confirms 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 its opinion pwc believes that the nature of 
its nonaudit services has not impaired the audit of the company
note 3 to the consolidated financial statements has a breakdown
of nonaudit services provided to the group by the auditors for 
the year under review
the audit committee is satisfied that for the period under review
the independence of the auditors has not been affected by the
provision of nonaudit services
the committee has also implemented a formal 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 initial
discussions with management at the audit committee meeting 
in may the external auditors present the output of their detailed
yearend 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 management’s
response to the summary and conducts an overall review of 
the effectiveness of the external audit process and the external
auditors this review is facilitated by the use of templates that 
rate effectiveness across 18 critical criteria
7 
relations with shareholders 
during the year the company has continued to promote dialogue
with its major institutional shareholders all shareholders were
again encouraged to attend the annual general meeting which
provides shareholders with the opportunity to ask questions 
of the board and chairmen of all the board committees all
resolutions were put to a poll at the annual general meeting in
2007 voting at the meeting was conducted electronically with 
the results being published on the regulatory news service and
on the company’s website 
alongside the facilities offered by the company secretary’s
department the company maintains a dedicated investor relations
function which reports to the director of corporate affairs the
investor relations team builds and maintains longterm relationships
with institutional investors and analysts and in partnership with our
corporate and divisional management teams and within the scope
of regulatory constraints gives presentations on regional business
outlooks and strives to ensure that these are understood across
the global equity markets in subsequent onetoone meetings 
with investors occasional business site visits are also arranged
dialogue on socially responsible investment is handled by 
the head of sustainable development in the corporate affairs
department who undertakes focused briefings with interested
investors and stakeholders 
in addition to scheduled managementled programmes in which
executives interact with investors and analysts the chairman has
independently initiated formal contact with all shareholders or
their representatives holding more than 1 of the issued share
capital of the company the purpose of this contact is to enable
the chairman to address any queries shareholders may have
regarding the governance of the company or nonoperational
aspects of company strategy it is also more broadly designed 
to give the board a greater awareness of shareholder concerns
alongside the chairman the senior independent director is also
available to discuss issues with shareholders and views expressed
will be communicated by the chairman to the board as part 
of this initiative the chairman offers to meet with significant
shareholders in the month before the annual general meeting
specifically to deal with issues arising from the annual report 
and notice of the annual general meeting all nonexecutive
directors of the company are invited to participate in this process 
comment on the annual report is conveyed through the audit 
and remuneration committees and the company secretary 
to the board
8 
risk management 
the group’s risk management system is subject to regular review
to ensure full compliance with the requirements of the combined
code and the turnbull guidance 2005 on internal control and 
risk management and is designed to deliver improved value to 
the operating businesses
81 risk and the board of directors 
the directors are ultimately responsible for the group’s risk
management system and for reviewing its effectiveness the risk
management system is designed to manage rather than eliminate
the risk of failure to achieve business objectives and there is an
ongoing process in place for identifying assessing managing
monitoring and reporting on the significant 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 and including the
date of approval of the annual report and accounts the principal
risks and uncertainties facing the group are set out on page 8
overview operating and financial review governance financial statements shareholder information 40 corporate governance
sabmiller plc annual report 2008
corporate governance continued
82 executive committee
excom has specific responsibility as the risk management
committee for the group’s system of risk management biannually
excom reviews the group’s significant risks and subsequently
reports to the board on material changes and the associated
mitigating actions
in accordance with the turnbull guidance 2005 reviews on the
effectiveness of the risk management system were carried out 
by the risk management committee in april and september 2007 
and in april 2008
83 enterprisewide 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 
this is undertaken using a practical and flexible framework 
which provides a consistent and sustained approach to risk
evaluation the business risks which may be strategic
operational financial environmental or concerning the group’s
reputation are understood and visible the business context
determines in each situation the level of acceptable risk and
controls we continue to seek improvement in the management 
of risk by sharing best practice throughout the organisation
key features of the group’s system of risk management are
■ group statements on strategic direction ethics and values 
■ clear business objectives and business principles
■ an established risk policy 
■ a continuing process for identification and evaluation of
significant risks to the achievement of business objectives 
■ management processes in place to mitigate significant risks 
to an acceptable level 
■ ongoing monitoring of significant risks and internal and 
external environmental factors that may change the group’s 
risk profile and 
■ a regular review by the group of both the type and amount of
external insurance that it buys bearing in mind the availability 
of such cover its cost and the likelihood and magnitude of 
the risks involved
in addition to excom’s biannual 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
key annual reports include those that identify rank monitor and
measure strategic operational and financial risks in each division
and on a group basis
9 
internal control 
the turnbull guidance sets out best practice on internal control 
for uk listed companies to assist them in assessing the application
of the combined code’s principles and compliance with the
combined code’s provisions with regard to internal control 
the group’s systems of internal control are designed and operated
to support the identification evaluation and management of risks
affecting the group and the business environment in which it
operates as such they are subject to continuous review as
circumstances change and new risks emerge the company 
has made significant progress towards achieving substantive
compliance with s404 of the sarbanes oxley act through an
internal financial control ifc programme this is a voluntary
initiative and has led to a further strengthening of internal control
systems and processes within the group
key features of the systems of internal control are
■ the risk management system described in the 
preceding section
■ written policies and procedures within our businesses 
which are detailed in policy manuals
■ clearly defined lines of accountability and delegation 
of authority
■ identification and regular testing of key financial 
controls through the ifc programme 
■ key policies employed in managing operating risk involve
segregation of duties transaction authorisation monitoring
financial and managerial and comprehensive reporting and
analysis against approved standards and budgets
■ group treasury operations which manage exposure to interest
rate counterparty liquidity and currency transaction risks 
and coordinate the activities of group companies in this 
area treasury policies risk limits and monitoring procedures
are reviewed regularly by the audit committee on behalf 
of the board 
■ a group tax risk and tax operating framework which forms the
basis of tax governance across the group and is managed by 
a group tax function which monitors tax risk and implements
strategies and procedures to control it
■ minimisation of operating risk by using appropriate
infrastructure controls systems and people throughout 
the businesses and 
■ business continuity planning including preventative and
contingency measures backup capabilities and the purchase
of insurance 
assurance on compliance with systems of internal control and 
on their effectiveness is obtained through regular management
reviews review of key financial controls internal audit reviews 
and quality assurance described in section 10 opposite testing 
of certain aspects of the internal financial control systems by the
external auditors during the course of their statutory examinations
and regular reports to the audit committee by the external
auditors the group’s divisional finance control and assurance
committees consider the results of these reviews to confirm 
that controls are functioning and to ensure that any material
breakdowns and remedial actions have been reported to the
appropriate boards of directors this does not apply in respect 
of the group’s associated undertakings or joint ventures
at the half year and at the year end the divisional managing
directors and finance directors of all the group’s operations 
and each of the group’s functional directors are required to 
submit formal letters of representation on controls compliance 
and notification of continuing or potential material financial and 
legal exposures 
these letters form the subject of reports to the audit committee
they cover all subsidiary companies but do not cover associates
except for tsogo sun which does submit letters of representation
or joint ventures where material group executives sit on the
boards of 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 conflicts of interest which may arise  corporategovernance 41
sabmiller plc annual report 2008
the directors are responsible for the group’s systems of internal
control and for reviewing their effectiveness annually the board
has conducted a review of the effectiveness of the group’s internal
controls covering material financial operational and compliance
controls and risk management systems for the year under review
necessary actions have been or are being taken to remedy 
any significant weaknesses identified from the board’s 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 out by internal and external auditors 
the board with advice from the audit committee has completed
its annual review of the effectiveness of the system of internal
control for the period since 1 april 2007 in accordance with the
turnbull guidance and is satisfied that this system is in accordance
with that guidance and that it has been in place throughout the
year under review and up to the date of this report
10
internal audit 
the global internal audit function consists of local and regional
internal audit functions operating in each of the group’s principal
business units centrally coordinated by the group internal audit
team and led by the chief internal auditor in keeping with the
group’s decentralised collaborative management structure 
the local internal audit functions report to local senior finance
management but have direct access to local audit committees
group internal audit and the chief internal auditor the local 
and regional audit functions have continuous unfettered interface
with the group internal audit function which reports directly 
to the chief financial officer and has direct access to the audit
committee through the chief internal auditor internal audit
activities are performed either by teams of appropriate qualified
and experienced employees or through the engagement of
external practitioners upon specified and agreed terms with
equivalent access the chief internal auditor prepares formal
reports for each audit committee meeting as to the consolidated
activities and key findings of the global internal audit function 
the global internal audit function utilises a standardised 
groupwide internal audit methodology and has implemented 
a formal global quality assurance and effectiveness programme
accordingly detailed quality review assessments are performed
with regard to the local and regional internal audit teams to ensure
compliance with defined quality and performance measures this
process provides a basis for the annual review of the effectiveness
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 committee’s formal annual assessment of the
effectiveness of internal audit in addition periodic reviews by
independent external consultants are undertaken when deemed
necessary by the audit committee in february 2008 an external
effectiveness review was performed by deloitte reporting positive
results and rating the group’s internal audit function as 
‘high quality’ 
the audit committee has therefore satisfied itself that adequate
objective internal audit assurance standards and procedures 
exist within the group and that continuous improvement in the
quality and objectivity of the global internal audit function remains 
a primary objective of the department
11
whistleblowing measures 
all employees in most subsidiaries within the group have the
opportunity to make confidential disclosures about suspected
impropriety and wrongdoing the company secretary or the
deputy company secretary in consultation with the chief 
internal auditor decides on the appropriate method and level 
of investigation the audit committee is notified of all disclosures
made and receives reports on the results of all investigations and
actions taken the audit committee has the power to request
further information conduct its own inquiries or order additional
action as it sees fit
john davidson
general counsel and group company secretary 
for and on behalf of the board of sabmiller plc
2 june 2008
overview operating and financial review governance financial statements shareholder information 42 board of directors
sabmiller plc annual report 2008
board of directors
graham mackay 58 
†
bsc eng bcom
chief executive
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 
of south african breweries plc upon its
listing on the london stock exchange 
in 1999 he is the senior independent
nonexecutive director of reckitt
benckiser group plc and has agreed 
to join the board of directors of philip
morris international inc later in 2008
malcolm wyman 61 
†
ca sa
chief financial officer
malcolm wyman joined sab ltd in 
1986 and joined the board as group
corporate finance director in 1990 
he was appointed to the board of south
african breweries plc upon its listing on
the london stock exchange in 1999 
he became chief financial officer in
2001 with responsibility for the group’s
finance operations corporate finance 
and development and group strategy
prior to joining sab ltd he was an
executive director of ual merchant 
bank south africa
john manzoni 48 
�
beng meng mba
john manzoni joined the board in 2004
he is president and chief executive
officer of talisman energy inc prior 
to joining talisman in september 2007 
he was chief executive of refining and
marketing of bp plc he joined bp in 
1983 and was appointed to the bp plc
board in january 2003 he is a member 
of the advisory board of the stanford
graduate school of business and the
accenture energy advisory board
miles morland 64 
‡
�
miles morland joined the board in 
1999 he is chairman of blakeney
management an investment management
firm specialising in the developing world
which he founded in 1990 he is 
also chairman of indochina capital
vietnam holdings chairman of ukraine
opportunity trust plc a director of the
dubai group of southwest energy bvi
ltd and of the east europe development
fund and is engaged in raising private
equity capital for investment in africa
rob pieterse 65
rob pieterse joined the board in may
2008 he is chairman of the supervisory
boards of mercurius groep bv and
royal grolsch nv he is a member of 
the supervisory boards of essent nv 
and csm nv and a nonexecutive
director of mecom group plc he serves
on the boards of veuo the association 
of dutch listed companies and of
europeanissuers mr pieterse spent 
25 years at the multinational information
services company wolters kluwer nv
where he was chairman from 2000 
until 2003
carlos alejandro pérez 
dávila 45
ba mphil
carlos pérez joined the board in 2005
following completion of the bavaria
transaction he is a managing director 
at quadrant capital advisors inc and sits 
on the board and executive committee 
of valorem sa he was previously an
investment banker at goldman sachs 
co sg warburg  co and violy
byorum  partners
geoffrey bible 70 
‡
fca aust acma
geoffrey bible joined the board in 2002
following completion of the miller brewing
company transaction he served as 
chief executive officer of altria group
inc 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 august 2002 
he is a member of the board of trian
acquisition 1 corp
meyer kahn 68 
‡
ba law mba dcom hc soe
chairman
meyer kahn joined the group in 1966 
and occupied executive positions in 
a number of the group’s former retail
interests before being appointed to 
the board of sab ltd in 1981 he was
appointed group managing director in
1983 and executive chairman in 1990 
in 1997 he was seconded fulltime to 
the south african police service as its
chief executive serving for two and a 
half years he was appointed chairman 
of south african breweries plc upon its
listing on the london stock exchange 
in 1999 among other awards he holds
an honorary doctorate in commerce 
from the university of pretoria and was
awarded the south african police star 
for outstanding service soe in 2000 board of directors 43
sabmiller plc annual report 2008
 corporate accountability and risk
assurance committee carac
†
executive committee
‡
nomination committee
� remuneration committee
 audit committee
robert fellowes 66 
‡
�
lord fellowes joined the board in 
1999 he is chairman of barclays 
private banking barclays wealth and
was private secretary to the queen from 
1990 until 1999 having joined the royal
household in 1977 from a career in the
london money market he chairs the
prison reform trust and is a trustee of the
rhodes trust and the mandelarhodes
foundation he is also on the board 
of the british library
john manser 68 
‡
�
cbe dl fca
john manser joined the board in 2001 
he is chairman of intermediate capital
group plc and shaftesbury plc and
deputy chairman of colliers cre plc 
he was previously chairman of hiscox
investment management ltd london
asia chinese private equity fund limited
and robert fleming holdings limited 
a former member of the president’s
committee of the british banking
association a director of the securities
and investments board between 1986
and 1993 and is a past chairman of the
london investment banking association
cyril ramaphosa 55 
‡
bproc lldhc
cyril ramaphosa joined the board of 
sab ltd in 1997 and was appointed 
to the board of south african breweries
plc upon its listing on the london stock
exchange in 1999 he is executive
chairman of shanduka group joint 
nonexecutive chairman of mondi 
plc and mondi limited and holds
directorships in macsteel global bv
mtn group ltd the bidvest group
standard bank and alexander forbes 
he also serves on the board of the
commonwealth business council
maria ramos 49
caib bcom hons msc
maria ramos joined the board in may
2008 she is group chief executive of
transnet limited and a nonexecutive
director of sanlam limited and remgro
limited she is a member of the chief
economist advisory council of the world
bank and of the executive board of
business leadership south africa from
1996 to 2003 she was directorgeneral
of the south african national treasury
robin renwick 70 
ma
lord renwick of clifton joined the board
in 1999 he served as british ambassador
to the united states from 1991 to 1995
and as british ambassador to south
africa from 1987 to 1991 he is vice
chairman jpmorgan cazenove
chairman of fluor ltd and a director of
compagnie financière richemont ag
fluor corporation and kazakhmys plc 
as noted in the corporate governance
report lord renwick will be retiring from
the board at the conclusion of the 2008
annual general meeting
alejandro santo domingo
dávila 31 
‡
ba
alejandro santo domingo joined the
board in 2005 following completion of 
the bavaria transaction he is a managing
director at quadrant capital advisors inc
sits on the board of valorem sa and
caracol tv is the treasurer of aid for 
aids charity and is also a member 
of the board of the usbased dkms
americas foundation
dinyar devitre 61 
ba hons mba
dinyar devitre joined the board in 2007 
as a nominee of altria group inc he is 
a member of the board of altria between
april 2002 and march 2008 he was senior
vice president and chief financial officer
of altria and and prior to his appointment
to this position had held a number of
senior management positions within the
altria group he is a director of western
union company and was a director of
kraft foods inc from 2002 until march
2007 he is a trustee of the lincoln
center inc the asia society and the
brooklyn academy of music
liz doherty 50 
bsc hons fcma
liz doherty joined the board in 2006 
she is chief financial officer of 
brambles limited prior to joining
brambles in december 2007 she was
group international finance director of
tesco plc before joining tesco in 2001
she held a number of commercial and
strategic positions in unilever plc
including senior vice president finance –
central  eastern europe financial
director – unilever thai holdings and
financial director frigo españa
overview operating and financial review governance financial statements shareholder information 44 executive committee
sabmiller plc annual report 2008
executive committee
mark bowman 41
bcom mba
managing director
sabmiller africa
mark bowman was appointed
managing director of sabmiller
africa in october 2007 he 
joined sabmiller’s beer division 
in 1993 and has held various
senior positions in the company
these include managing director
of sabmiller’s polish subsidiary
kompania piwowarska managing
director of abi now the soft
drinks division of sab ltd and
chairman of appletiser 
he has also held various
positions in logistics sales
distribution it and corporate
strategy within the group
alan clark 48
ma dlitt et phil
managing director
sabmiller europe
dr clark was appointed
managing director sabmiller
europe in 2003 he joined the
south african breweries limited
sab ltd in 1990 as training 
and development manager he
has since held a number of senior
positions in the group including
marketing director sab ltd
managing director amalgamated
beverage industries ltd and
chairman appletiser south 
africa pty ltd before joining 
the group he practised as a
clinical psychologist and lectured
in psychology at vista university 
in south africa
sue clark 44
bsc hons mba
corporate affairs director
sabmiller plc 
sue clark was appointed
corporate affairs director
sabmiller plc in 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
nick fell 54
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 he previously worked 
for diageo plc for 15 years in a
number of senior roles including
global brands director johnnie
walker and group marketing
director guinness brewing
john davidson 49
ma bcl oxon
general counsel and
group company
secretary sabmiller plc
john davidson joined the group
as general counsel and group
company secretary in 2006
before joining the group he
spent his entire legal career at
lovells a leading international
law firm where he had been 
a partner since 1991 he has
worked on numerous projects
for sabmiller since lovells was
first appointed as the group’s
principal uk legal adviser in
1998 including the london
listing in 1999 the miller 
peroni and bavaria group
transactions and various 
bond and equity financings
the executive committee excom is appointed by the chief executive it comprises the 
chief financial officer divisional 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 coordinates brand and operational execution and delivers strategic plans and
budgets for the board’s consideration it also ensures that regular financial 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
tony van kralingen 50 
ba hons
managing director 
the south african
breweries limited 
tony van kralingen was
appointed managing director
sab ltd in 2003 he is also
responsible for the global
technical function and chairman
of the global sourcing council
he joined sab ltd in 1982 and
has held a number of senior
positions in the group these
include managing director
plzenský prazdroj as marketing
director sab ltd and operations
director northern region 
sab ltd
johann nel 51 
ba hons
human resources
director sabmiller plc 
johann nel was appointed
human resources director
sabmiller plc in 2002 he joined
sab ltd in 1997 and was
appointed human resources
director in 1998 he previously
owned a consulting organisation
and had worked with sab ltd 
on various major strategy
organisational development and
human resources projects since
1988 he has coauthored a
book on managing productive
change in organisations and 
was involved in initiatives to
encourage business involvement
in the democratisation of south
africa in the 1980s and 1990s
ari mervis 43
bcom
managing director 
sabmiller asia 
ari mervis was appointed
managing director of sabmiller
asia in october 2007 he joined
abi now the soft drinks division
of sab ltd in 1989 and has held
a number of senior positions in
the organisation these include
managing director of appletiser
and managing director of
sabmiller’s operations in russia
and australia
barry smith 57 
bsc mba
president sabmiller 
latin america 
barry smith was appointed
president sabmiller latin america
in 2007 and prior to this he was
president sabmiller south
america from 2005 he joined
sab ltd in 1984 and has held 
a number of senior positions 
in the group these include
marketing director sab ltd
managing director kompania
piwowarska sa and senior 
vice president market
development and strategy 
miller brewing company
tom long 49 
ba mba
president and 
chief executive officer 
miller brewing company 
tom long was appointed
president and chief executive
officer miller brewing company 
in 2006 after joining the company
in 2005 as chief marketing officer
prior to this he was president
northwest europe division 
the cocacola company and he
previously held senior positions at
the company’s us headquarters
including vice president – national
sales vice president and director
– research  trends and vice
president and director – global
strategic marketing should the
millercoors joint venture receive
regulatory approval it is proposed
that he will become president 
and chief commercial officer
of the company directors’report 45
sabmiller plc annual report 2008
the directors have pleasure in submitting their report to
shareholders together with the audited annual financial statements
for the year ended 31 march 2008
principal activities and business review 
sabmiller plc is a holding company which has brewing and
beverage interests across six continents the principal subsidiaries
and associates of the company are listed on pages 131 to 133 of
this annual report the principal activities of the group are the
manufacture distribution and sale of beverages 
the company is required by the companies act 1985 to produce
a fair review of the business of the group including a description 
of the principal risks and uncertainties it faces its development
and performance during the year and the position of the group 
at the end of the year the business review including a review of
the development and performance of the group during the financial
year its position at the end of the year likely future developments
in the business of the group key performance indicators and 
a description of the principal risks and uncertainties facing the
group is set out on pages 4 to 5 and 7 to 29 of this annual 
report other key performance indicators and matters relating 
to environmental and employee matters required by the business
review are set out in the sustainable development review on pages
30 to 33 of this annual report
significant acquisitions disposals financing transactions
investments and material developments during the year
in april 2007 the company announced that it had completed the
sale of its pepsi bottling operations in costa rica to cervecería
costa rica sa a subsidiary of florida ice and farm company
sa together with its 425 investment in a hotel complex in
costa rica for a total of us116 million
also in april china resources snow breweries limited 
“cr snow” an associate of the company and subsidiary of 
china resources enterprise limited completed the acquisition 
of the 38 equity interest that it did not already own in the 
14 blue sword breweries based in the sichuan province in 
south west china at a cost of us320 million
in may 2007 cr snow announced it had agreed to sell its 
non core southern region water business c’est bon to china
resources enterprise limited for a cash consideration of 
us35 million
in the same month following receipt of the required merger
clearance the company’s colombian subsidiary bavaria sa
completed the disposal of its fruit juice business to the colombian
beverage company postobón sa for us553 million
in july 2007 the company announced that its wholly owned
subsidiary sabsa holdings pty ltd had raised r1600 million
approximately us230 million in 5year notes the notes issued
under a r4000 million domestic medium term note programme
are guaranteed by the company and are listed on besa the south
african bond exchange the net proceeds of the bond issue have
been used to repay part of existing loan facilities that were utilised
by the south african breweries ltd
also in july the company announced that it would make
simultaneous tender offers for all the voting shares which it 
did not already own in its panamanian subsidiaries cervecería
nacional sa and refrescos nacionales sa for a consideration
of approximately us218 million at year end the company’s
effective economic interest in cervecería nacional sa and
refrescos nacionales sa increased to approximately 963 
and 952 respectively
in august 2007 the company’s polish subsidiary kompania
piwowarska sa announced the acquisition of 9996 of browar
belgia from palm breweries nv the acquisition was subject to
clearance from the polish office of competition and consumer
protection which was received in january 2008 following which
the acquisition completed the value of gross assets acquired 
was approximately us91 million
also in august cr snow announced it had agreed to acquire four
breweries in separate transactions two breweries are in liaoning
province one brewery is in anhui and one is in hunan province
the total investment cost for the four acquisitions was us79
million including a cash consideration of us57 million 
in october 2007 the company and molson coors brewing
company announced that they had signed a letter of intent to
combine the us and puerto rican businesses of their subsidiaries
miller and coors the companies signed a definitive agreement 
to form millercoors llc in december 2007 closing of the
transaction is subject to obtaining clearances from the us
competition authorities and certain other regulatory clearances 
and thirdparty consents as required and is expected to 
complete in the middle of 2008
in october 2007 following the launch of a delisting tender offer on
the colombian stock exchange the company’s effective interest in
bavaria increased to 9878 and bavaria’s shares were delisted
in november 2007 the company announced that it had 
reached agreement on the terms of a recommended offer for
royal grolsch nv ‘grolsch’ the offer was made in january
2008 and was declared unconditional in february 2008 by year
end the company had acquired approximately 9965 of the
shares of grolsch for a total consideration of approximately
us1190 million 
in december 2007 the company announced that its joint venture
with cocacola amatil limited pacific beverages pty limited had
acquired the premium australian brewer bluetongue brewery pty
limited the value of the gross assets acquired was approximately
u12 million
in february 2008 the company announced that pacific beverages
pty limited would invest in the construction of a new brewery in
the central coast region of new south wales the brewery will
have a capacity of 500000 hectolitres and is expected to be
completed in 2010
post balance sheet events
in may 2008 the company announced that it had agreed to
acquire a 9984 interest in the ukrainian brewer cjsc sarmat
acquiring gross assets of approximately us130 million the
transaction is subject to approval by the ukrainian competition
authorities and other customary preclosing conditions
also in may the group put in place a new committed borrowing
facility of us1000 million with a final maturity date of 30 june
2009 and a new threeyear committed borrowing facility totalling
us600 million
directors’ report
overview operating and financial review governance financial statements shareholder information 46 directors’ report
sabmiller plc annual report 2008
directors’ report continued
dividends
an interim dividend of 16 us cents per share was paid to
shareholders on 21 december 2007 in respect of the year 
ended 31 march 2008 details of the final dividend proposed by
the board for the year ended 31 march 2008 are set out below
amount of final dividend 42 us cents per share
proposed by the board
total proposed dividend for the 58 us cents per share
year ended 31 march 2008
if approved the final dividend will be payable to shareholders on
either section of the register at 11 july 2008 in the following way
dividend payable on 7 august 2008
currency of payment south african rands – to
shareholders on the rsa
section of the register 
us dollars – to shareholders
shown as having an address 
in the usa and recorded on
the uk section of the register
unless mandated otherwise
pounds sterling – to all other
shareholders on the uk
section of the register
exdividend dates 7 july 2008 for shares 
traded on the jse limited
south africa
9 july 2008 for shares 
traded on the london stock
exchange lse
dates on which the rate of exchange for conversion from 
us dollars will be calculated and will be published on the rns 
of the lse and the sens of the jse limited
note 9 to the consolidated financial statements discloses
dividends waived
directors
the names and biographical details of the current directors are 
set out on pages 42 and 43 with the exception of mr devitre 
who was appointed to the board on 16 may 2007 and 
ms ramos and mr pieterse who were appointed to the board 
on 15 may 2008 all directors served throughout the period 
in addition ms de lisi altria group inc’s “altria” nominee prior 
to the appointment of mr devitre served as a director of the
company until her retirement on 30 april 2007 details of the
interests in shares andor options of the directors who held 
office at the end of the period and any persons connected 
to such directors are set out in the remuneration report on 
pages 49 to 59
corporate governance 
the directors are committed to maintaining high standards 
of corporate governance which they see as fundamental to
discharging their stewardship responsibilities the board strives 
to provide the right leadership strategic oversight and control
environment to produce and sustain the delivery of value to all of
the company’s shareholders the board applies integrity principles
of good governance and accountability throughout its activities
and each director brings independence of character and judgment
to the role all of the members of the board are individually and
collectively aware of their responsibilities to the company’s
stakeholders statements of our application of the combined 
code on corporate governance are set out in the corporate
governance report on pages 34 to 41 and the directors’
remuneration report on pages 49 to 59
share capital 
during the year the issued ordinary share capital of the company
increased from 1502187446 shares of 10 us cents each to
1505779276 shares of 10 us cents each 3591830 new
ordinary shares were issued to satisfy the exercise of options
granted under the sabmiller plc mirror executive share purchase
scheme the sabmiller plc approved executive share option
scheme the sabmiller plc executive share option no 2
scheme and the sabmiller plc international employee 
share scheme
in addition the company has 77368338 nonvoting convertible
participating shares of 10 us cents each and 50000 deferred
shares of £1 each in issue no nonvoting convertible participating
shares convertible participating shares or deferred shares were
issued during the year
in light of changes in the tax regime in the united kingdom 
the board has determined that the company should acquire the
77368338 nonvoting convertible shares held by safari limited 
a company incorporated in jersey which is owned by a charitable
trust not connected with the company and hold those shares as
treasury shares in order for the shares to be held as treasury
shares it is necessary that they convert into ordinary shares 
before being acquired by the company the board is therefore
seeking shareholder approval of an amendment to the articles of
association and a contingent purchase contract in relation to this
transaction at the company’s forthcoming annual general meeting
purchase of own shares 
at the last annual general meeting shareholder authority was
obtained for the company to purchase its own shares up to a
maximum of 10 of the number of ordinary shares in issue on 
16 may 2007 this authority is due to expire at the earlier of the
next annual general meeting or 31 october 2008 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
the company to purchase its own shares 
shares in the company were purchased during the year by 
the trustee of the company’s employee benefit trust details of
which are provided in the directors’ remuneration report the
company did not repurchase any of its shares during the year 
for the purpose of cancellation holding in treasury or for any 
other purpose directors’report 47
sabmiller plc annual report 2008
as noted above the board has determined that subject 
to shareholder approval the company should acquire the
77368338 nonvoting convertible shares following their
conversion into ordinary shares and hold those shares as 
treasury shares
annual general meeting 
the company’s annual general meeting for 2008 will be held at the
intercontinental london park lane one hamilton place london
w1v 7qy uk at 1100 am on thursday 31 july 2008 notice of
this meeting may be obtained from the company’s website
donations
during the year the group invested us30 million in corporate
social investment programmes of which us10855000
represented charitable donations of this amount us99410 were
charitable donations made by the company and miller brands 
uk limited for the benefit of various causes both in the uk 
and overseas comprising donations in respect of community
development health and education the environment and 
other causes 
it remains the group’s policy that political donations are only 
made by exception and where permitted by local laws and 
must be consistent with building multiparty democracy
miller brewing company made contributions to individual
candidates for political office and to party committees in the 
usa where permitted by applicable campaign finance laws
political donations in the usa are an accepted part of the local
sociopolitical environment these contributions amounted to 
us603940 in aggregate
the board has reaffirmed the group’s policy not to make 
donations to political organisations in the european union
employment policies 
the aim of the group is to be the employer of choice in each
country in which it operates in order to achieve this each
operating company designs employment policies which attract
retain and motivate the highest quality of staff 
the group is 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 national origin race disability marital
status sexual orientation religion or trade union affiliation
research and development 
the group continues to invest in research and development
leading to new products packages and processes as well as 
new manufacturing technologies to improve overall operational
effectiveness the group’s upstream scientific research continues
to yield solid progress in brewing raw materials flavour stability
packaging materials and environmental performances during the
year under review the aggregate amount spent by the group on
research and development was us9 million 2007 us6 million
payment of suppliers 
the group’s policy is to pay invoices in accordance with the terms
of payment agreed in advance at the year end the amount owed
by the group to trade creditors was equivalent to 567 days 2007
609 days of purchases from suppliers
overseas branches 
the company does not have any branches registered overseas
going concern and audit 
page 60 details the directors’ responsibilities for preparing the
consolidated financial statements as set out in that statement 
the directors are satisfied that sabmiller plc is a going concern 
so far as each director is aware there is no relevant audit
information of which the group’s auditors are unaware and each
director has taken all the steps necessary that he or she ought to
have taken as a director in order to make himself or herself aware
of the relevant audit information and to establish that the group’s
auditors are aware of that information 
pricewaterhousecoopers llp have expressed their willingness 
to continue in office as auditors and resolutions proposing their re
appointment and authorising the board to set their remuneration
will be submitted to the forthcoming annual general meeting
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 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 as directors or as company secretary of one or 
more of the company’s subsidiaries the board believes that it is 
in the best interests of the group to attract and retain the services
of the most able and experienced directors and officers by offering
competitive terms of engagement including the granting of 
such indemnities 
the indemnities are categorised as qualifying thirdparty
indemnities for the purposes of the companies act and will
continue in force for the benefit of directors and officers for as long
as they remain in their positions
substantial shareholdings 
details of notifications received by the company in accordance
with the disclosure and transparency rules as at 14 may 2008
and of persons with significant direct or indirect holdings known to
the company at year end are set out in the ordinary shareholding
analyses on page 149 of this annual report 
financial instruments 
information on the financial risk management objectives and
policies of the group and details of the group’s exposure to price
risk credit risk liquidity risk and cash flow risk are contained in
note 22 to the consolidated financial statements
other companies act disclosures
following the implementation of the takeovers directive into uk
law the directors’ report is required to disclose certain additional
information irrespective of whether the company is involved in a
takeover situation 
the structure of the company’s 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 financial statements there are no
securities of the company that grant the holder special control rights
at year end the company’s employee benefit trust held 
4644176 ordinary shares in the company by agreement with 
the company the trustees do not exercise the voting rights
attached to these shares
overview operating and financial review governance financial statements shareholder information 48 directors’ report
sabmiller plc annual report 2008
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 company’s memorandum and articles
of association and relevant statutes powers of the directors
relating to the issuing and buying back of shares are set out in 
the articles of association such powers are subject to renewal 
by the shareholders of the company each year at the annual
general meeting 
the company’s articles of association give the board of 
directors power to appoint directors the articles of association
may be amended by special resolution of the shareholders the
appointment of directors by the board is subject to reappointment
by the shareholders at the next annual general meeting of the
company additionally as disclosed in the corporate governance
report on pages 34 to 41 altria and bevco have power under their
respective relationship agreements with the company to nominate
directors for appointment to the board and certain committees
these relationship agreements also regulate processes applicable in
relation to the acquisition or disposal of shares by altria and bevco 
the company’s articles of association allow directors in their
absolute discretion to refuse to register the transfer of a share 
in certificated form which is not fully paid or the transfer of a share
in certificated form on which the company has a lien if that share
has been admitted to official list the board may not refuse to
register the transfer if this would prevent dealings in the company’s
shares from taking place on an open and proper basis they may
also refuse to register a transfer of a share in certificated form
unless the instrument of transfer is lodged duly stamped if
stampable at the address at which the register of the company 
is held or at such other place as the directors may appoint and
except in the case of a transfer by a financial institution where 
a certificate has not been issued in respect of the share is
accompanied by the certificate 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 uncertificated form must be made in
accordance with and subject to the uncertificated securities
regulations the ‘regulations’ the facilities and requirements of
the relevant crest system and such arrangements as the board
may determine in relation to the transfer of certicated shares
subject to the regulations
transfers of shares listed on the jse limited ‘jse’ in
uncertificated form must be made in accordance with and subject
to the securities services act 2004 the rules and directives of
the jse and strate ltd certificated shares may be transferred
prior to dematerialisation but share certificates must be
dematerialised prior to trading in the strate environment
in addition subject to the regulations and each act and statutory
instrument concerning and affecting companies for the time being
in force and in exceptional circumstances approved by the fsa
the board may refuse to register a transfer of a share including a
fully paid share if the refusal does not disturb the market in the
company’s shares
pursuant to the company’s code for securities transactions
directors require and employees may in certain circumstances
require approval to deal in the company’s shares
no shareholder shall unless the directors otherwise determine 
be entitled in respect of any share held by himher 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 himher to the company in respect of that share remains
unpaid in addition no shareholder shall be entitled to vote if
heshe has been served with a notice after failing to provide the
company with information concerning interests in those shares
required to be provided under the companies acts restrictions
on the rights of the holders of convertible shares nonvoting
convertible shares and deferred shares are set out in note 25
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 the time for holding
the meeting
the company is also required to disclose any significant
agreements that take effect alter or terminate upon a change
of control following a takeover bid the company has a number 
of facility agreements with banks 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 of the company similarly in certain
circumstances a change of control may give the company’s joint
venture partner china resources enterprise limited the ability 
to exercise certain rights under a shareholder agreement in 
relation to the company’s associate cr snow
the company does not have any agreements with any director 
or officer that would provide compensation for loss of office or
employment resulting from a takeover 
john davidson
general counsel and group company secretary 
for and on behalf of the board of sabmiller plc
2 june 2008 remuneration report 49
sabmiller plc annual report 2008
introduction 
this report and the recommendations of the remuneration
committee have been approved by the board and will be
submitted to shareholders for approval at the 2008 annual general
meeting
other than as is specifically indicated in this report the committee
intends to apply the same policies to each component of executive
director remuneration in the future as in the year under review 
this report complies with the directors’ remuneration report
regulations 2002 and except where noted below the company
applied throughout the reporting year the provisions of the 2006
combined code relating to remuneration 
information not subject to audit
composition and terms of reference of the remuneration
committee
during the year ended 31 march 2008 the members of the
committee were mr morland chairman lord fellowes mr
manser and mr manzoni lord renwick of clifton mr bible 
mr santo domingo and mr kahn joined meetings as observers
also present were the chief executive mr mackay the general
counsel and company secretary mr davidson the deputy
company secretary mr shapiro and the group head of
compensation and benefits mr scoones other than when 
their own remuneration was discussed 
the committee deals with the remuneration of the executive
directors and other members of the executive committee as well
as approving all grants and awards under the company’s share
incentive plans in accordance with terms of reference approved
by the board consideration is also given to the company’s group
wide compensation and incentive policies to ensure alignment 
advisers 
in the course of its deliberations the committee considered the
views of the chief executive on the remuneration and performance
of the members of the executive committee the company
secretary and the group head of compensation and benefits also
provided information to the committee on the coordination of
global pay policies expatriate and local pay for international
deployments and equity usage through share incentive plans 
kepler associates and mercer human resource consulting have
been appointed by the committee to provide advice on market
information and other remuneration matters kepler associates
does not provide any other advice or services to the group mercer
also provides advice to the company on pensions and risk matters 
remuneration policies 
in terms of the group’s remuneration philosophy the committee
remains of the view that the overall effect of the revisions which
were made to the group’s longterm incentive plans in 2006 
taking account of the share option and performance share target
numbers at current values has been to target executive directors’
total compensation – excluding pensions – at or near the
comparative upper quartile if and only if upper quartile
performance is delivered in its review of the incentive plans 
the committee has placed shareholder interest and shareholder
alignment at the forefront alongside the need to reaffirm that
senior executives within the bounds of appropriate governance
limitations will have confidence that the incentive plans will deliver
superior reward for superior performance and little or no incentive
reward for average or underperformance any review of the level
of incentive performance will be guided by this philosophy
the committee’s policy is to ensure that executive directors 
and members of the executive committee are rewarded for their
contribution to the group’s operating and financial performance 
at levels which take account of industry market and country
benchmarks and that their remuneration is appropriate to their
scale of responsibility and performance and will attract motivate
and retain individuals of the necessary calibre the committee
takes account of the need to be competitive in the different parts
of the world in which the company operates 
the committee has implemented its policy of agreeing a
remuneration package for each executive director comprising an
annual base salary an annual cash bonus longterm incentives
through participation in share option and share award plans
pension contributions other security and health benefits and
benefits in kind the base salaries pensions and other benefits
provided are intended to establish a level of fixed pay which is
competitive with appropriate comparators the variable pay
elements provided by shortterm and longterm incentives form a
significant proportion of executive directors’ pay and are intended
to provide the opportunity for executives to earn superior total pay
for superior company and individual performance the table and
charts below show the ratios of performancerelated compensation
to base salary and benefits of the executive directors and the
relative value of the different elements including the target bonus
and fair value of the longterm sharebased compensation
awarded in the year under review the ratios accord with the
committee’s policy on the balance between fixed and variable pay
remuneration report
salary £ retirement £ benefits £ bonus £ lti £ total £ fixed  variable 
eag mackay 1020000 306000 310055 1606000 2805233 6047288 27 73
mi wyman 615000 184500 107011 640000 1707533 3254044 28 72
performancerelated compensation 
eag mackay mi wyman
pension 51
salary  169
bonus 265
lti 464
benefits 51
pension 57
salary  189
bonus 197
lti 524
benefits 33
overview operating and financial review governance financial statements shareholder information 50 remuneration report
sabmiller plc annual report 2008
remuneration report continued
share incentives are considered to be critical elements of
executive remuneration policy to align the interests of the
executive directors and executive committee members with 
the interests of shareholders the committee considers that 
all elements of the package are of importance in supporting 
the group’s remuneration policy 
in setting target remuneration levels for the executive directors 
the committee has regard to the 30 ftse companies ranked 
in the 15 places above and below sabmiller plc in terms of market
capitalisation the committee also continued to have regard to 
pay levels and practices in the company’s principal international
competitors and in companies in the usa and south africa
comparable to its divisions in those countries 
as previously reported in 2006 the committee revised the
structure of pay arrangements for the executive directors and
members of the executive committee including grant levels
performance criteria and vesting schedules the committee
removed the limited retesting provision of the performance
condition for vesting of options granted under the company’s
approved and no 2 schemes as defined on page 51 for all
future awards under these plans the committee also discontinued
the previous practice of awarding matching shares under the
performance share scheme whereby executives who retained
ownership of shares awarded to them after the initial threeyear
performance period and who remained in employment with the
group for a further twoyear period became eligible to receive an
additional 50 of the initial number of shares vesting and decided
instead that the additional 50 would be incorporated into the
initial award and a separate performance condition applied to this
portion of the award over a fiveyear period these changes were
applied to the options granted and awards made in may 2006 
and in subsequent years
the committee also considered in 2006 the need to ensure an
appropriate balance of performance measures in the group’s 
longterm incentives the committee decided that vesting for 
50 of future awards of performance shares would be subject to
sabmiller’s total shareholder return tsr performance condition
and 50 would be subject to threeyear adjusted earnings per
share eps growth with targets set according to the committee’s
judgement after considering among other factors historical and
forecast adjusted eps growth for sabmiller’s peers listed on page
52 for the threeyear period ending 2010 the committee set 
last year an eps growth target of 11 pa for full vesting with
threshold vesting of 25 at 6 pa measured in us dollars 
for regional managing directors the profit element was based 
on regional segmental ebita targets over the threeyear fiscal
cycle for their respective regions for the threeyear period ending
2011 the committee has set an eps growth target of 10 pa 
for full vesting with threshold vesting of 25 at 6 pa measured
in us dollars however for this and for future threeyear periods
the committee has decided to discontinue the practice of setting
regional segmental ebita targets for regional managing directors
and instead to apply the group eps growth targets for their
awards on the same basis as for the executive directors 
after two years’ experience the committee has concluded that 
as a practical matter the use of regional ebita goals raises difficult
issues of equity among the regions and that there are structural
biases most significantly foreign exchange built into the regional
system which discriminate against some regions more than others
and which can detract significantly from the lineofsight value of
regional goals 
the committee reviewed last year the way in which the tsr
performance condition should operate in the case of tsr
performance above the median of the peer group it determined
that for the threeyear period ending 2010 and for future periods
the maximum number of shares should be earned if the company’s
tsr for the period exceeds the median by 25 with respect to 
the threeyear vesting test and by 33 with respect to the five
year vesting test of the maximum number of shares 25 will
continue to be earned for tsr performance at the median of the
peer group intermediate outcomes will result in a pro rata number
of shares earned 
the committee decided in 2006 to discontinue the approach of
adopting a fixed ratio for maximum awards to salary and changed
to a fixed ‘number of shares’ approach to longterm incentive
awards in order to decouple salary from longterm incentive
values and to avoid the perverse effect of the typical multiple 
of salary approach which automatically awards more shares 
when the share prices declines and fewer shares when the price
increases this fixed number of shares approach also avoids
potentially inappropriate changes in the size of awards simply as 
a result of share price volatility in times of market turbulence which
is unrelated to company performance the ‘number of shares’
approach also facilitates a more equitable distribution of share
awards among executives below board level across the various
jurisdictions in which the group operates as to the future the
committee’s expressed intention is that reviews of the appropriate
level of longterm incentives are expected to be conducted at
approximately three yearly intervals and in the absence of wholly
exceptional circumstances the 2006 level of longterm incentive
should remain unchanged until the next review the longterm
incentive awards in 2007 and 2008 have accordingly been made
at the same level as in 2006 and will be subject to more detailed
review in 2009 in accordance with this philosophy
base pay 
the committee reviews the salaries of executive directors at the
beginning of each financial year details of the salaries applying
from 1 april 2008 and the percentage changes from 31 march 2008
levels for the executive directors are shown in the table below
2008 2009  change
executive directors salary salary from
at 31 march 2008 £ £ 2008
eag mackay 1020000 1100000 78
mi wyman 615000 660000 73
the committee received advice from consultants and the chief
executive on appropriate pay levels for the other members of the
company’s executive committee 
■ for those executives based in the uk salaries were 
determined by reference to appropriate uk benchmarks 
■ for those executives other than those resident in the usa
whose primary responsibilities were for operations of business
units outside the uk part of base pay was related to
appropriate benchmarks in their theatres of operation and 
the balance to uk pay levels 
■ in the case of the executives responsible for the south african
european and africaasia operations respectively salary was
determined on the assessment that 30 of their time was
spent on sabmiller plc duties and therefore related to the uk
and global markets while 70 was spent on duties for their
businesses in their regions and 
■ us salary levels have been determined by reference to the
relevant us market comparators remuneration report 51
sabmiller plc annual report 2008
annual incentive plans 
each of the executive directors and members of the executive
committee is entitled to participate in an annual bonus plan that
rewards the achievement of group financial divisional financial
where applicable strategic and personal performance objectives
agreed by the committee the chief executive may earn a bonus
of up to 175 of base salary the chief financial officer may earn
a bonus of up to 120 of base salary and other executive
committee members may earn bonuses of up to 120 of their
base salary in the uk and 150 in the usa and south africa 
the group financial performance targets for executive director
annual incentive plans relate to adjusted eps growth and ebita
the committee believes that linking shortterm incentives to profit
growth reinforces the company’s business objectives the divisional
financial targets vary according to divisional value drivers derived
from group needs and include ebita sales volumes and other
appropriate measurements financial performance targets comprise
60 of the incentive bonus potential the strategic and personal
targets which make up the remaining 40 are specific and
measurable and include a range of specific nonfinancial key
performance indicators in appropriate circumstances in setting
individual strategic and personal targets the committee has
discretion to take into account all factors that it considers
appropriate including environmental social and governance
issues while ensuring that the incentive structure for executive
directors does not raise the risks relating to environmental social
and governance issues by inadvertently motivating irresponsible
behaviour 
at its meeting on 13 may 2008 the committee received
assessments of the performance of the executives participating 
in the bonus plans against their agreed targets in light of the
achievement against the group financial targets and the levels 
of achievement against their strategic and personal objectives 
the committee agreed the payments of bonuses as shown below
to the executive directors
2008 
bonus  of  
£ salary achievement
eag mackay 1606000 157 90
mi wyman 640000 104 87
longterm incentive plans 
the descriptions of the longterm incentive plans in the section
below have been audited 
share option plans
at the time of its primary listing on the london stock exchange in
1999 the company established and has since operated 
■ the sabmiller plc approved share option scheme approved
scheme approved by her majesty’s revenue and customs in
the united kingdom 
■ the sabmiller plc executive share option no 2 scheme 
no 2 scheme and
■ the sabmiller plc mirror executive share purchase scheme
south africa mirror scheme 
on the acquisition of miller in 2002 shareholders approved the
establishment of share incentive arrangements for international
employees of the group principally in the americas these
arrangements comprised 
■ the sabmiller plc international employee share scheme
international scheme and
■ the sabmiller plc international employee stock appreciation
rights scheme sars scheme 
all grants of options or rights over shares under these plans have
to be at the market value of the company’s shares at the time 
of grant these are issued usually annually to participating
employees on the basis of assessment of performance and
potential and vest over defined time periods in line with local
market conditions 
the tables on page 57 to 59 give details of the grants made to 
the executive directors in 2007 those exercised during the year
and those still outstanding and unexercised from previous years 
in the year under review options over 230000 shares were
granted to the chief executive and options over 140000 shares 
to the chief financial officer with other executive committee
members employed in the uk being granted options over 
215000 shares in the aggregate depending on their roles and
responsibilities for these annual grants vesting is based on a
sliding scale performance condition subject to testing at the third
anniversary of grant from a fixed base for 67 of the award and 
a further test at the fifth anniversary of grant from a fixed base 
for the remaining 33 of the award
options granted to executives under the approved and the 
no 2 schemes may normally only be exercised between three
and 10 years after grant the right to exercise is dependent on 
the achievement of adjusted eps growth targets calculated on 
the basis of the definition of headline earnings in the new south
african circular 82007 chosen because of their ready visibility
both to executives and to shareholders the adjusted eps
performance conditions for options granted under these schemes
have been as follows
■ options granted prior to 2002 to each executive director 
had a performance condition for vesting which required 
growth in adjusted eps expressed in sterling of 3 per
annum compound in excess of the change in the retail 
price index rpi over any threeyear period within the 
10year option life this performance condition was satisfied 
in respect of all options granted to executive directors in 1999
2000 and 2001
■ options granted to executive directors in 2002 and until 2005
have a performance condition that the base annual award
determined by reference to the previous grant levels of 130
of annual salary for the chief executive 115 of annual salary
for other executive directors and up to 100 for other
participants would vest at compound annualised adjusted
eps growth of rpi  3 subject to testing at three four 
and fiveyear intervals from a fixed base half of any additional
annual amount would vest at rpi  4 and the other half 
of any additional annual amount would vest at rpi  5
compound adjusted eps growth measured from a fixed base
and only capable of testing after three four or five years after
the fiveyear test any unvested portion of the option will lapse
details of the eps levels of achievement by comparison with
the rpi movement over the respective periods are given in the
notes to the share option scheme tables on page 57 and
■ options granted in 2006 and onwards to each executive
director have the same performance conditions as for awards
made from 2002 to 2005 but the retesting provision has been
removed and the performance tests are applied to twothirds
of the award after three years and onethird of the award after
five years
overview operating and financial review governance financial statements shareholder information 52 remuneration report
sabmiller plc annual report 2008
remuneration report continued
following the announcement of the results for the financial year
mercer undertook for the committee an assessment of whether
the performance condition applying to the vesting of any option
had been met this assessment was reviewed by the company’s
auditors 
performance share award plans
the company operates the following performance share award
schemes 
■ the sabmiller plc performance share award scheme
performance share scheme and
■ the sabmiller plc international performance share award 
subschemes performance subschemes 
the performance share scheme is used for awards to the
executive directors and is operated in conjunction with the
company’s employees’ benefit trust ebt the trustee of the ebt
grants awards in consultation with the company awards made
under the plan prior to 2006 are subject solely to tsr performance
conditions applied after three years from date of grant with a
provision that if vested awards are retained for a further two years
they will automatically be increased by an allocation of 50 of the
number of shares in the original award that vested 
relative tsr was chosen as the performance measure because it
allows for performance to be measured relative to other companies
and reflects the benefit to shareholders of management effort 
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 the
conversion into sterling is intended to remove distortions arising
from differing rates of inflation in the countries in which the
comparator companies are listed tsr and the relevant statistical
quartiles are determined in accordance with current market practice
in 2006 the committee determined that 50 of awards under this
plan should be subject to a tsr performance condition and 50
to an adjusted eps growth performance condition for 50 of the
awards made under this plan in 2006 vesting occurs only if three
year tsr change in value of a share and reinvested dividends
over the period exceeds the median tsr of a comparator group
of companies identified at the time of award on reaching the
median performance of the relevant comparator group 25 of the
award vests and on reaching at least the upper quartile 100 of
the award vests between these levels of achievement awards vest
pro rata the tsr test is applied to twothirds of this part of the
award after three years and to onethird of this part of the award
after five years
the remaining 50 of the award granted is subject to threeyear
adjusted eps growth with targets set by reference to historical
and forecast adjusted eps growth for the six members of the
comparator group determined by the committee to be the
company’s closest peers in the global brewing industry namely
anheuserbusch carlsberg heineken inbev molsoncoors and
scottish  newcastle although scottish  newcastle has been
dropped from this group for the purposes of awards made in
2008 for awards made in the year under review the committee
set an eps growth target of 11 pa for full vesting with threshold
vesting of 25 at 6 pa and pro rata vesting between these
levels of achievement for regional managing directors the profit
element is based on regional segmental ebita targets over the
threeyear fiscal cycle for their respective regions awarded under
the performance subscheme as noted above for 2008 and
future years the committee has decided to discontinue the
practice of setting regional segmental ebita targets for regional 
managing directors and instead to apply the group eps 
growth targets for their awards on the same basis as for the
executive directors
in the year under review awards of 230000 shares were made 
to the chief executive and 140000 shares to the chief financial
officer with awards of 820000 shares being made to other
executive committee members in the aggregate depending on
their roles and responsibilities the table on page 58 gives details
of the awards made to executive directors in 2007 those still
outstanding for 2006 and those made in 2004 and 2005 which
vested in 2007 and 2008 details of the relative tsr performance
achieved for vesting of the 2004 and 2005 awards are given in the
notes to the table
the companies comprising the two tsr comparator groups for 
all the performance share awards under the performance share
scheme which had vested during 2007 or had not yet vested or
lapsed at 31 march 2008 are listed below 
2003 and 2004 awards 2005 and future awards
ambev anheuser busch
anheuser busch asahi breweries
asahi breweries carlsberg a
asia pacific breweries constellation brands
bavaria diageo
carlsberg a femsa
coors adolph b fosters
femsa grolsch
fosters heineken
greene king inbev
grolsch kirin brewery
hartwall a lion nathan
heineken molsoncoors
interbrew pernod ricard
kirin brewery sapporo breweries
lion nathan scottish  newcastle
molson a 
quinsa 
san miguel b 
sapporo breweries 
scottish  newcastle 
wolverhampton  dudley 
 notes hartwall a was acquired by scottish  newcastle in december
2002 wolverhampton  dudley plc changed its name to marston’s plc on
8 january 2007 ambev merged into interbrew which changed its name to
inbev on 29 march 2005 and has been removed from future measurement
from that date coors and molson merged on 9 february 2005 and have
been replaced for future measurement by molsoncoors brewing company
bavaria was consolidated into sabmiller plc with effect from 12 october
2005 and has been removed from the comparator group for the 2004
awards quinsa was consolidated into ambev with effect from 9 august
2006 and has been removed from the comparator group for the 2004
awards grolsch was consolidated into sabmiller with effect from
12 february 2008 and has been removed from both comparator groups
scottish  newcastle has been removed from both comparator groups
with effect from april 2008 remuneration report 53
sabmiller plc annual report 2008
during the year mercer undertook the assessment of the
company’s tsr performance relative to the comparator groups
the methodology used and the final results for each award are
subject to review by the company’s auditors
at its meeting in may 2004 the committee approved the
establishment of the performance subscheme within the
provisions of the performance share scheme to replace a cash
longterm incentive plan previously applicable to senior executives
at miller the plan is also operated in conjunction with the
company’s ebt 
the trustee of the ebt grants awards in consultation with the
company annual awards made under the performance sub
scheme are subject to financial performance conditions and will
normally vest after three years in order to deal with the transition
from the old miller ltip  which had endtoend threeyear cycles
the first awards made under the new plan comprised both two
year and threeyear cycles with both sets of awards being 
subject to a performance condition requiring miller ebita 
to reach specified levels over two and three years 
in 2006 the committee extended the provisions of this plan to 
the south american business with a first twoyear and threeyear
cycle beginning on 1 april 2006 this has also been extended 
to other regional hub businesses with a threeyear fiscal cycle 
only the performance condition specified is that their respective
regional ebita reach a specified level over three years or two 
years as the case may be 
dilution 
taking account of all share options granted over the nine years 
to 31 march 2008 under all the company’s share option schemes
since listing on 8 march 1999 less lapses potential dilution
amounts to 262 of the issued ordinary shares of the company
on 31 march 2008 obligations under the company’s other 
longterm incentive schemes are settled by the ebt from shares
purchased in the market the calculation excludes outstanding
options granted under the closed sab executive share purchase
scheme prior to listing as was disclosed in the original listing
particulars at 31 march 2008 the number of shares held in the
ebt was 4644176 representing 031 of issued ordinary shares
of the company 
during the year 1411702 ordinary shares were purchased by 
the trustee on behalf of the ebt at an average price of £1168 per
share which amounted to 009 of the issued ordinary shares 
of the company in order to ensure that the ebt continued to hold
sufficient ordinary shares to meet potential future obligations in
respect of performance shares conditionally awarded under the
performance share award schemes the total consideration paid
amounted to £1649185332
pensions 
it is the company’s policy to provide money purchase occupational
retirement funding schemes wherever possible so as to minimise
the company’s funding risk where feasible the company applies
this policy to its new acquisitions 
the rate of contribution from the company as a percentage of
salaries paid in sterling is set at 30 for the executive directors
during the year the company made contributions for the executive
directors to the sabmiller plc staff pension scheme an approved
occupational pension scheme contributions were paid in respect
of each executive director to the extent appropriate in light of the
changes to government pension allowances that took effect in
2006 with any excess credited in an unfunded corporate plan
the value of contributions made to each executive director during
the financial year is included in a note to the table of directors’
emoluments on page 56
service contracts 
mr mackay and mr wyman have service contracts with the
company which are terminable on not less than 12 months’ notice
to be given by the company or by the executive a payment in lieu
of notice may be made on termination of employment calculated
by reference to the executive’s base salary plus company pension
contributions for the relevant period less any deduction
considered by the company to be appropriate and reasonable to
take account of accelerated receipt and the executive’s duty to
mitigate his loss 
execution date first date last
date of appointed reelected date next
service to the as a due for
contract board director reelection
eag mackay 27021999 08021999 28072005 july 2008
mi wyman 26021999 08021999 31072007 july 2010
other benefits 
the executive directors are provided with medical insurance
permanent health insurance company car allowance
accompanied travel legal and professional fees club
subscriptions death in service benefit and occasional london
accommodation the estimated values of these provisions are
included in the summary of emoluments paid table on page 56 
nonexecutive directors’ fees 
nonexecutive directors’ fees are shown in the table below and
were unchanged during the year 
fee category £
basic fee 55000
committee chairs inclusive
– audit 20000
– remuneration 18000
– carac 16000
– nomination 10000
committee members
– audit 10000
– remuneration 8000
– carac 6000
– nomination –
senior independent director 10000
the annual fee for the chairman was unchanged at £200000 and
he is also provided with an office a secretary and a car as well as
medical insurance and professional fees 
overview operating and financial review governance financial statements shareholder information 54 remuneration report
sabmiller plc annual report 2008
remuneration report continued
the nonexecutive directors do not participate in any of the
group’s incentive schemes nor do they receive any other benefits
other than their beverage allocation or pension rights non
executive directors do not have service contracts the non
executive directors’ dates of appointment and dates next due 
for reelection to the board are shown in the table below
date first date of date next 
appointed letter of due for 
to the board appointment reelection
gc bible 01082002 27092002 july 2009
ds devitre 16052007 16052007 july 2010
me doherty 01042006 07032006 july 2009
lord fellowes 08021999 23021999 july 2008
jm kahn 08021999 23021999 july 2008
pj manser 01062001 20062001 july 2010
ja manzoni 01082004 12052004 july 2008
mq morland 08021999 23021999 july 2008
ca pérez dávila 09112005 12102005 july 2009
r pieterse 15052008 09062008 july 2008
mc ramaphosa 08021999 23021999 july 2008
m ramos 15052008 09062008 july 2008
lord renwick of clifton  08021999 23021999 retiring in 
july 2008
a santo domingo dávila 09112005 12102005 july 2009
 lord fellowes mr kahn mr morland and mr ramaphosa will be
obliged to submit themselves to annual reelection to the board with
effect from july 2008 as a result of having served on the board
continuously for nine years
 lord renwick was last reelected to the board in july 2006 but has
confirmed his intention to stand down from the board in july 2008
 ms ramos and mr pieterse were appointed to the board on 15 may
2008 and are therefore obliged to submit themselves to election by
shareholders in july 2008
performance review
the graph above compares the company’s tsr over the period
from 1 april 2003 to 31 march 2008 with the ftse 100 total
return index over the same period
the company is a member of the ftse 100 total return index
and accordingly this is considered to be the most appropriate
broad equity market index for the purpose of demonstrating the
company’s relative performance
total shareholder return
£ sterling
310303 310304 310305 310306 310307 310308
50
100
200
150
250
300
350
sabmiller
ftse100 remuneration report 55
sabmiller plc annual report 2008
directors’ beneficial interests in shares of the company
non
beneficial beneficial beneficial
holding as at holding purchased holding as at
31 march as at 31 march sold during 31 march
director 2007 2007 and 2008 the year 2008
jm kahn 1670578 – – 1670578
eag mackay 566287 – 69595 –
– – 28534 –
– – 50395 –
– – 20662 –
– – 120000 –
– – 49200 707881
–
mi wyman 368987 – 31936 –
– – 13094 –
– – 23335 –
– – 9568 –
– – 80000 –
– – 32800 –
– – 30000 –
– – 30000 –
– – 10000 –
– – 10000 –
– – 10000 –
– – 10000 448796
gc bible ––––
ds devitre ––––
me doherty ––––
lord fellowes 1000 – – 1000
pj manser 7500 – 7500 –
jamanzoni ––––
mq morland 20000 – 10000 30000
ca pérez dávila ––––
r pieterse ––––
mc ramaphosa – 4000 – –
m ramos ––––
lord renwick of clifton 9000 – – 9000
a santo domingo dávila ––––
 400000 of this total is held by the meyer kahn family trust
 vested share awards and subsequent sale of awards to settle paye and nic on the gross award vested see also performance share award 
scheme table
 implementation of deferred rights and options under the sabmiller executive share purchase scheme see also sabmiller executive share purchase
scheme table
the beneficial interests remain unchanged at 6 may 2008
after the year end the executive directors’ 2005 performance share awards were tested against tsr performance criteria the results of
which were below median and therefore all 2005 awards lapsed 
overview operating and financial review governance financial statements shareholder information 56 remuneration report
sabmiller plc annual report 2008
remuneration report continued
information subject to audit 
directors’ emoluments 
the directors’ emoluments in the year ended 31 march 2008 in total have been audited and are set out in the table below 
emoluments paid for the period 1 april 2007 to 31 march 2008
2008
2008 2007 2008 total
salary salary expense 2008 excluding 2008 2008 2007
fees fees allowances benefits bonus bonus total total
name ££££££££
executive directors
eag mackay 1020000 950000 – 310055 1330055 1606000 2936055 2520032
mi wyman 615000 575000 – 107011 722011 640000 1362011 1292227
total a 4298066 3812259
nonexecutive directors
gc bible ––––––––
n de lisi ––––––––
ds devitre – – – –––––
me doherty 65000 58500 – 186 65186 – 65186 58672
lord fellowes 99000 87500 – 54 99054 – 99054 87537
jm kahn 206000 205500 – 1149 207149 – 207149 207175
pj manser 89000 80000 – 323 89323 – 89323 80238
jamanzoni 69000 62500 – 242 69242 – 69242 62734
mq morland 83000 74500 – 323 83323 – 83323 74722
ca pérez dávila 55000 50000 – 190 55190 – 55190 50190
r pieterse ––––––––
mc ramaphosa 61000 55500 – 42 61042 – 61042 55542
m ramos ––––––––
lord renwick of clifton 65000 59000 – – 65000 – 65000 59000
a santo domingo dávila 55000 50000 – 230 55230 – 55230 50230
total b 849739 786040
grand total a  b 5147805 4598299
mr bible ms de lisi and mr devitre have waived their fees ms de lisi resigned from the board on 30 april 2007 and mr ds devitre was appointed to the
board in her place on 16 may 2007
ms ramos and mr pieterse were appointed to the board on 15 may 2008 
the total emoluments reported for 2007 and 2008 exclude retirement contributions made by the company to the pension schemes as detailed above 
retirement contributions were paid on behalf of mr mackay and mr wyman in the amounts of £225000 and £184500 respectively being within the 
annual allowance 2007 £215000 and £172500 and contributions of £81000 in excess of the annual allowance were paid on behalf of mr mackay 
2007 £70000
during the year the group’s apartment in london was made available to mr mackay to occupy intermittently subject to tax on this use for his account 
mr mackay receives from reckitt benckiser group plc an annual fee of £70000 which he is permitted to retain relating to his appointment as a non
executive director of reckitt benckiser group plc a proportion of this fee is applied to the purchase of reckitt benckiser group plc ordinary shares
 included in benefits is a longterm service cash bonus for mr mackay in recognition of 30 years’ service in accordance with sabmiller longterm service
group policy the other items included within benefits are given on page 53
share incentive plans 
the interests of the executive directors in shares of the company provided in the form of options and awards since listing on 8 march 
1999 are shown in the tables below which have been audited during the year to 31 march 2008 the highest and lowest market prices 
for the company’s shares were £1492 and £995 respectively and the market price on 31 march 2008 was £1104 
the tables below contain the aggregate expected values of each option grant or performance share award the expected values of 
grants and awards made prior to november 2002 are the values previously disclosed in the directors’ remuneration reports up to 
2003 and were calculated by mercer the expected values for the grants and awards made from 2003 to 2007 have been calculated 
by mercer using 
■ a binomial valuation model for the options that uses daily share price data and takes account of the option grant date exercise price
and riskfree rate of return with assumptions as to dividend yield future volatility and forfeiture and 
■ a monte carlo simulation model for the performance share awards using the same inputs and assumptions as for the binomial model
but which projects many thousands of times the share price of the company along with the share prices of the comparator group
stocks to determine correlations between the companies this produces a distribution of share prices and tsr rankings thus allowing
complex marketbased hurdles to be modelled 
the methods of calculation of expected values have not been audited by pricewaterhousecoopers llp  remuneration report 57
sabmiller plc annual report 2008
sabmiller plc approved share option scheme 
no of no of no of no of
share share share share
options options options options
as at granted exercised subscription exercisable as at expected
31 march during during price 3 – 10 years 31 march value
director 2007 the year the year £ from 2008 £
eag mackay 5586 – – 537 16031999 5586 13200
mi wyman 3623 – – 828 20052005 3623 8188
the terms and conditions of the options including the performance conditions to which their vesting is subject are set out on page 51
sabmiller plc executive share option no 2 scheme 
no of no of no of no of no of
share share share share share
options options options options options
as at granted vested exercised sale price subscription exercisable as at expected
31 march during during during market price price 3 – 10 years 31 march value
director 2007 the year the year the year £ £ from 2008 £
eag mackay 112577 –––– 485 09031999 112577 240239
159416 –––– 411 02062000 159416 262080
161589 –––– 516 01062001 161589 258478
201578 –––– 5705 31052002 201578 391001
327721 –––– 41575 23052003 327721 426037
222704 – 222704 – – 6605 21052004 222704 425365
211353 –––– 828 20052005 211353 477658
230000 –––– 1061 19052006 230000 642467
– 230000 – – – 1167 18052007 230000 818033
1856938
mi wyman 88857 –––– 516 01062001 88857 142136
93339 –––– 5705 31052002 93339 181050
102195 – 102195 – – 6605 21052004 102195 195192
91486 –––– 828 20052005 91486 206758
140000 –––– 1061 19052006 140000 391067
– 140000 – – – 1167 18052007 140000 497933
655877
the expected values as shown are aggregates of the blackscholes values of each option grant up to 31 may 2002 the blackscholes values have 
been calculated using a model that uses daily share price and data and takes account of the option grant date exercise price and time to maturity with
assumptions as to dividend yield and the riskfree rate of return options granted from 23 may 2003 onwards are valued using the binomial method
 the share options indicated were eligible to be tested against the performance condition described in this report for the three years ended 31 march
2008the performance hurdle having been exceeded these share options are eligible to be exercised as at 20 may 2008
 the midmarket close on 21 may 2007 was £1180 
note mr mackay and mr wyman were granted 230000 and 140000 share options respectively at a subscription price of £1250 per share on 16 may 2008
in the year under review options granted under the approved and no 2 schemes in 2004 vested and became exercisable as the
company’s adjusted eps for the year to 31 march 2007 at 634 pence converted from us at the average exchange rate over the period
1 april 2006 to 31 march 2007 was more than 265 higher the aggregate of rpi movement and 5 per annum compound growth than
the adjusted eps of 458 pence for the year ended 31 march 2004 the base year calculation of the performance condition converted
from us at the average exchange rate for the period from 1 april 2003 to 31 march 2004 
the terms and conditions of the options including the performance conditions to which their vesting is subject are set out on page 51 
overview operating and financial review governance financial statements shareholder information 58 remuneration report
sabmiller plc annual report 2008
remuneration report continued
sabmiller plc performance share award scheme 
the terms and conditions of the awards including the performance conditions to which their vesting is subject are set out on 
pages 52 and 53
table a awards unvested at 31 march 2007 to 31 march 2008
no of maximum no of
shares under additional shares 
conditional no of shares that under
base awards shares could be performance awards awards conditional
as at granted expected awarded expected period vested lapsed awards as at 
31 march during value after value 3 years during during 31 march
director 2007 the year £ vesting £ from the year the year 2008
eag mackay 111352 – 395300 34798 115876 21052004 69595 41757 –
105676 – 466031 52838 221920 20052005 – – 105676
230000 – 1731517 na na 19052006 – – 230000
– 230000 1987200 na na 18052007 – – 230000
565676
mi wyman 51098 – 181398 15968 53174 21052004 31936 19162 –
47554 – 209713 23777 99863 20052005 – – 47554
140000 – 1053967 na na 19052006 – – 140000
– 140000 1209600 na na 18052007 – – 140000
327554
 the face value market value at the time of the award of these nil cost conditional awards is assumed to be £5705 for the 31 may 2002 tranche 
£477 for the 9 july 2002 tranche £41575 for the 23 may 2003 tranche £6605 for the 21 may 2004 tranche £828 for the 20 may 2005 tranche
£1061 for the 19 may 2006 tranche and £1167 for the 18 may 2007 tranche for the purposes of the expected value calculations the expected values
shown are the aggregate expected values of all outstanding awards estimated by reference to the probabilities of any portion of each award vesting
 as these vested during the year as to 625 of maximum they are also shown in the vested table below they are retained in this schedule to show 
full amount granted and correlating expected value
 after the year end the 20 may 2005 tranche was tested against tsr performance criteria the results of which were below median and therefore 
all of the awards comprised in the 20 may 2005 tranche have subsequently lapsed 
note mr mackay and mr wyman were awarded 230000 and 140000 conditional awards of performance shares respectively on 16 may 2008
table b awards vested at 31 march 2007 with additional vesting either during the year or pending
maximum no of
no of additional additional
shares vested shares shares under
under base awarded awards awards conditional
award as at arising from expected performance vested lapsed awards as at
31 march vesting of the value period 5 during during 31 march
director 2007 base award £ years from the year the year 2008
eag mackay 100789 50395 143750 31052002 50395 – –
240000 120000 54378009072002 120000 – –
163860 81930 17615023052003 – – 81930
69595 34798 115876 21052004 69595 41757 34798
116728
mi wyman 46670 23335 6656331052002 23335 – –
160000 80000 36252009072002 80000 – –
76669 38335 82419 23052003 – – 38335
31936 15968 53174 21052004 31936 19162 15968
54303
 the indicated conditional awards of free shares were tested against the performance condition described in this report over the three years ended 
21 may 2007 and achieved 625 of maximum the remainder of the award did not vest and has lapsed of these vested shares 28534 and 13094
shares were sold to cover income tax liabilities owing by mr mackay and mr wyman respectively these are now beneficially held as represented in the
beneficial schedule on page 55 but retained in this table as they may rank for the 50 additional award after two years from 21 may 2007 the price on
the vesting date being 21 may 2007 was £1180 per share
 these awards represent the automatic additional 50 vesting arising from the original 31 may 2002 award the shares having been held in trust for an
additional two years after the original vesting date of these additional vested shares 20662 and 9568 shares were sold to cover income tax liabilities
owing by mr mackay and mr wyman respectively the price on vesting date being 31 may 2007 was £1197 per share
 these awards represent the automatic additional 50 vesting arising from the original 9 july 2002 award the shares having been held in trust for an
additional two years after the original vesting date of these additional vested shares 49200 and 32800 shares were sold to cover income tax liabilities
owing by mr mackay and mr wyman respectively the price on vesting date being 9 july 2007 was £1273 per share remuneration report 59
sabmiller plc annual report 2008
sabmiller plc executive share purchase scheme
prior to adoption of new share schemes on listing in march 1999 each of the executive directors participated in the old sab executive
share purchase scheme 
details of options granted and share purchases awarded prior to listing in respect of sab ltd shares under this scheme are set out below
no of share
no of share options
no of share options implemented no of share
options as at granted exercised sale exercisable options as at
31 march during the during pricemarket subscription 510 years 31 march
director 2007 year the year price r price r from 2008
mi wyman 40000 – 30000 16400 3284 14091998 –
– 10000 17100 3284 14091998 –
60000 – 10000 17100 4640 11111998 50000
note implemented 30000 deferred rights and options arising from the 14 september 1998 tranche on 5 march 2008 at r16400 per share implemented
the remaining 10000 deferred rights and options on 25 march 2008 a further 10000 deferred rights and options were implemented on the same day
arising from the 11 november 1998 tranche the price obtained was r17100 per share
the executive directors are not eligible to receive further awards under this scheme the characteristics for this scheme are such that 
gains on exercise of options were recognised in prior years in respect of all the share rights reflected in the table 
from 3 june 2000 the sab executive share purchase scheme was closed for purposes of new awards and replaced by the mirror
scheme for the purposes of new awards to employees of south african employers in the group and certain categories of other employees
of south african origin elsewhere in the group other than sabmiller plc directors principally in africa these are issued annually to
employees on the basis of assessment of performance and potential the unconditional vesting period was reduced from a fiveyear 
period to a threeyear period for the may 2006 and future grants in line with local market practice 
approval 
this report was approved by the board on 14 may 2008 as recommended by the remuneration committee on 13 may 2008 
by order of the board 
miles morland
director 
chairman of the remuneration committee
2 june 2008
overview operating and financial review governance financial statements shareholder information 60 statement of directors’ responsibilities
sabmiller plc annual report 2008
statement of directors’ responsibilities
on the consolidated financial statements
the directors are responsible for preparing the consolidated
financial statements in accordance with applicable law and
regulations 
company law requires the directors to prepare consolidated
financial statements for each financial year under that law the
directors have prepared the consolidated financial statements 
in accordance with international financial reporting standards
ifrss as adopted by the european union the consolidated
financial statements are required by law to give a true and fair 
view of the state of affairs of the group and of the profit or loss 
of the group for that year
in preparing those financial 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 consolidated financial statements comply 
with ifrss as adopted by the european union and
■ prepare the consolidated financial statements on the going
concern basis unless it is inappropriate to presume that the
group will continue in business 
the directors confirm that they have complied with the above
requirements in preparing the financial statements
the directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the group and to enable them to ensure that
the consolidated financial statements comply with the companies
act 1985 and article 4 of the ias regulation they are also
responsible for safeguarding the assets of the group and hence 
for taking reasonable steps for the prevention and detection 
of fraud and other irregularities
in addition the companies act 1985 requires directors to provide
the group’s 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 the directors having made appropriate enquiries 
confirm that
■ so far as the director is aware there is no relevant audit
information of which the group’s auditors are unaware and
■ each director has taken all the steps that they ought to have
taken as a director to make themselves aware of any relevant
audit information and to establish that the group’s auditors are
aware of that information
the directors have reviewed the group’s budget and cash flow
forecasts on the basis of this review and in the light of the current
financial position and existing borrowing facilities the directors are
satisfied that sabmiller plc is a going concern and have continued
to adopt the going concern basis in preparing the financial
statements
a copy of the financial statements of the group and the company
are placed on the company’s website the directors are
responsible for the maintenance and integrity of statutory and
audited information on the company’s 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 financial
statements may differ from legislation in other jurisdictions independent auditors’ report 61
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
we have audited the group financial statements of sabmiller 
plc for the year ended 31 march 2008 which comprise the
consolidated income statement the consolidated balance sheet
the consolidated cash flow statement the consolidated statement
of total recognised income and expense and the related notes
these group financial statements have been prepared under the
accounting policies set out therein
we have reported separately on the parent company financial
statements of sabmiller plc for the year ended 31 march 2008
and on the information in the directors’ remuneration report 
that is described as having been audited 
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
and the group financial statements in accordance with applicable
law and international financial reporting standards ifrss as
adopted by the european union are set out in the statement 
of directors’ responsibilities
our responsibility is to audit the group financial statements in
accordance with relevant legal and regulatory requirements and
international standards on auditing uk and ireland this report
including the opinion has been prepared for and only for the
company’s members as a body in accordance with section 235
of the companies act 1985 and for no other purpose we do not
in giving this opinion 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
we report to you our opinion as to whether the group financial
statements give a true and fair view and whether the group
financial statements have been properly prepared in accordance
with the companies act 1985 and article 4 of the ias regulation
we also report to you whether in our opinion the information 
given in the directors’ report is consistent with the group 
financial statements the information given in the directors’
report includes that specific information presented in the
operating and financial review and the ordinary shareholding
analyses that is cross referred from the principal activities and
business review and the substantial shareholdings sections
of the directors’ report
in addition we report to you if in our opinion we have not
received all the information and explanations we require for 
our audit or if information specified by law regarding director’s
remuneration and other transactions is not disclosed
we review whether the corporate governance statement 
reflects the company’s compliance with the nine provisions of 
the combined code 2006 specified for our review by the listing
rules of the financial services authority and we report if it 
does not we are not required to consider whether the board’s
statements on internal control cover all risks and controls 
or form an opinion on the effectiveness of the group’s corporate
governance procedures or its risk and control procedures
we read other information contained in the annual report as
described in the contents and consider whether it is consistent
with the audited group financial statements we consider the
implications for our report if we become aware of any apparent
misstatements or material inconsistencies with the group financial
statements our responsibilities do not extend to any other
information
basis of audit opinion
we conducted our audit in accordance with international
standards on auditing uk and ireland issued by the auditing
practices board an audit includes examination on a test basis 
of evidence relevant to the amounts and disclosures in the group
financial statements it also includes an assessment of the
significant estimates and judgments made by the directors in the
preparation of the group financial statements and of whether the
accounting policies are appropriate to the group’s circumstances
consistently applied and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the group financial statements are free from
material misstatement whether caused by fraud or other
irregularity or error in forming our opinion we also evaluated the
overall adequacy of the presentation of information in the group
financial statements
opinion
in our opinion
■ the group financial statements give a true and fair view in
accordance with ifrss as adopted by the european union 
of the state of the group’s affairs as at 31 march 2008 and 
of its profit and cash flows for the year then ended
■ the group financial statements have been properly prepared 
in accordance with the companies act 1985 and article 4 of
the ias regulation and
■ the information given in the directors’ report is consistent 
with the group financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
2 june 2008
independent auditors’ report 
to the members of sabmiller plc 62 consolidated income statement
sabmiller plc annual report 2008
2008 2007
notes usm usm
revenue 2 21410 18620 
net operating expenses 3 17962 15593
operating profit 3448 3027
operating profit before exceptional items 2 3560 3120
exceptional items 4 112 93
net finance costs 5 456 428
interest payable and similar charges 5a 721 668
interest receivable and similar income 5b 265 240
share of posttax results of associates 13 272 205
profit before taxation 3264 2804
taxation 7 976 921
profit for the financial period 26a 2288 1883
profit attributable to minority interests 265 234
profit attributable to equity shareholders 2023 1649
2288 1883
basic earnings per share us cents 8 1349 1102
diluted earnings per share us cents 8 1342 1095
all operations are continuing
the notes on pages 66 to 133 form part of the financial statements
consolidated income statement
for the year ended 31 march consolidated balance sheet 63
sabmiller plc annual report 2008
2008 2007
notes usm usm
assets
noncurrent assets
goodwill 10 15600 13250
intangible assets 11 4383 3901
property plant and equipment 12 9037 6750
investments in associates 13 1826 1351
available for sale investments 14 52 52
derivative financial instruments 23 208 34
trade and other receivables 16 240 181
deferred tax assets 20 340 164
31686 25683
current assets
inventories 15 1350 928
trade and other receivables 16 1871 1471
current tax assets 188 103
derivative financial instruments 23 45 6
cash and cash equivalents 17 673 481
4127 2989
assets in disposal groups held for sale 18 – 64
4127 3053
total assets 35813 28736
liabilities
current liabilities
derivative financial instruments 23 34 5
borrowings 21 2062 1711
trade and other payables 19 3273 2746
current tax liabilities 534 429
provisions 24 300 266
6203 5157
liabilities directly associated with disposal groups held for sale 18 – 19
6203 5176
noncurrent liabilities
derivative financial instruments 23 497 204
borrowings 21 7596 5520
trade and other payables 19 338 269
deferred tax liabilities 20 1775 1393
provisions 24 1160 1173
11366 8559
total liabilities 17569 13735
net assets 18244 15001
equity
share capital 25 158 158
share premium 26a 6176 6137
merger relief reserve 26a 3395 3395
other reserves 26b 2215 466
retained earnings 26a 5601 4250
total shareholders’ equity 17545 14406
minority interests in equity 26a 699 595
total equity 18244 15001
the balance sheet of sabmiller plc is shown on page 136
the notes on pages 66 to 133 form part of the financial statements
the financial statements were authorised for issue by the board of directors on 2 june 2008 and were signed on its behalf by
graham mackay malcolm wyman
chief executive officer chief financial officer
consolidated balance sheet
at 31 march
overview operating and financial review governance financial statements shareholder information 64 consolidated cash flow statement
sabmiller plc annual report 2008
2008 2007
notes usm usm
cash flows from operating activities
cash generated from operations 27a 4276 4018
interest received 228 231
interest paid 730 719
tax paid 969 801
net cash from operating activities 2805 2729
cash flows from investing activities
purchase of property plant and equipment 1978 1191
proceeds from sale of property plant and equipment 110 110
purchase of intangible assets 59 270
purchase of investments – 3
proceeds from sale of investments 5 1
proceeds from sale of associates 2 81
proceeds on disposal of shares in subsidiaries 71 7
acquisition of subsidiaries net of cash acquired 1284 131
purchase of shares from minorities 49 200
purchase of shares in associates 179 186
dividends received from associates 91 102
dividends received from other investments 1 1
net cash used in investing activities 3269 1679
cash flows from financing activities
proceeds from the issue of shares 39 38
purchase of own shares for share trusts 33 30
proceeds from borrowings 27b 6492 5126
repayment of borrowings 27b 5038 5663
capital element of finance lease payments 7 7
decrease in loan participation deposit 27b – 200
net cash paymentsreceipts on net investment hedges 16 42
dividends paid to shareholders of the parent 769 681
dividends paid to minority interests 197 161
net cash generatedused in financing activities 471 1136
net cash from operating investing and financing activities 7 86
effects of exchange rate changes 113 18
net decrease in cash and cash equivalents 27b 106 104
cash and cash equivalents at 1 april 27b 294 398
cash and cash equivalents at 31 march 27b 188 294
the notes on pages 66 to 133 form part of the financial statements
consolidated cash flow statement
for the year ended 31 march consolidated statement of recognised income and expense 65
sabmiller plc annual report 2008
2008 2007
usm usm
currency translation differences on foreign currency net investments 2029 362
actuarial gainslosses on defined benefit plans 31 5
fair value moves on available for sale investments 2 7
tax on items taken directly to equity 8 2
net investment and cash flow hedges 225 2
net gains recognised directly in equity 1829 364
profit for the year 2288 1883
total recognised income for the year 4117 2247
– attributable to equity shareholders 3795 2010
– attributable to minority interests 322 237
consolidated statement of recognised income and expense 
for the year ended 31 march
overview operating and financial review governance financial statements shareholder information 66 notes to the consolidated financial statements 
sabmiller plc annual report 2008
the significant accounting policies adopted in the preparation 
of the group’s financial statements are set out below these
policies have been consistently applied to all the periods
presented unless otherwise stated
a basis of preparation
the consolidated financial statements of sabmiller plc have 
been prepared in accordance with international financial
reporting standards as adopted for use in the european union
ifric interpretations and the companies act 1985 applicable 
to companies reporting under ifrs
the financial statements are prepared under the historical 
cost convention except for sharebased payments pensions 
and postretirement benefits and the revaluation to fair value 
of certain financial instruments as described in the accounting
policies below the accounts have been prepared on a going
concern basis
the preparation of financial statements in conformity with
generally accepted accounting principles requires the use 
of certain critical accounting estimates it also requires
management to exercise judgment in the process of applying 
the group’s accounting policies actual results could differ 
from those estimates 
b recent accounting developments
i standards and interpretations of published standards 
effective during the year ended 31 march 2008
■ ifric 8 ‘scope of ifrs 2’ effective from 1 may 2006
provides guidance on the scope of ifrs 2
■ ifric 9 ‘reassessment of embedded derivatives’ effective
from 1 june 2006 provides guidance as to the circumstances
an embedded derivative can be reassessed
■ ifric 10 ‘interim financial reporting and impairment’ effective
from 1 november 2006 prohibits the reversal of impairment
losses recognised in an interim period in the annual period
■ ifric 11 ‘ifrs 2—group and treasury share transactions’
effective from 1 march 2007 provides guidance on share
based payment arrangements with a group of companies
■ ifrs 7 ‘financial instruments disclosures’ and the
amendment to ias 1 “presentation of financial statements –
capital disclosures” effective from 1 january 2007 introduce
new disclosures to improve the information about financial
instruments it requires the disclosures of qualitative and
quantitative information about exposure to risks arising from
financial instruments including specified minimum disclosures
about credit risk liquidity risk and market risk including
sensitivity analysis to market risk it replaces disclosure
requirements in ias 32 ‘financial instruments disclosure and
presentation’ this standard does not have any impact on the
classification and valuation of the group’s financial instruments
the adoption of these interpretations and ifrs 7 has not had a
material effect on the consolidated results of operations or
financial position of the group
ii standards and amendments to published standards that 
are not yet effective and have not been early adopted by 
the group
the following standards and amendments have been published
that are mandatory for the group’s accounting periods beginning
on or after 1 april 2008 or later periods but that the group has 
not early adopted
■ amendment to ifrs 2 ‘sharebased payment’ effective 
from 1 january 2009 clarifies the definition of vesting
conditions and provides guidance on the accounting treatment
of cancellations by other parties the group does not plan to
apply this amendment early and its adoption is not expected
to have a material impact on the group’s results
■ ifrs 8 ‘operating segments’ effective from 1 january 2009
requires the amount reported for each operating segment item
to be the measure reported to management for the purposes 
of allocating resources to the segment and assessing its
performance the group does not plan to apply ifrs 8 early
and its adoption is not expected to have a material impact on
the group’s current segmental reporting
■ ias 1 revised ‘presentation of financial statements’ 
effective from 1 january 2009 prohibits the presentation 
of items of income and expense that is ‘nonowner changes
in equity’ in the statement of changes in equity requiring 
‘nonowner changes in equity’ to be presented separately 
from owner changes in equity all nonowner changes in equity 
will be required to be shown in a performance statement 
but entities can choose whether to present one performance
statement the statement of comprehensive income or two
statements the income statement and statement of
comprehensive income
■ ias 23 revised ‘borrowing costs’ effective from 1 january
2009 is still subject to endorsement by the european union 
it requires an entity to capitalise borrowing costs directly
attributable to the acquisition construction or production of 
a qualifying asset one that takes a substantial period of time
to get ready for use or sale as part of the cost of that asset
the option of immediately expensing those borrowing costs
will be removed the group will apply ias 23 revised from 
1 april 2009 subject to endorsement by the eu the group
does not plan to apply ias 23 revised early and its adoption
is not expected to have a material impact on the group’s results
■ ias 27 revised ‘consolidated and separate financial
statements’ effective from 1 july 2009 is still subject to
endorsement by the european union among other changes 
it requires that the difference between the consideration 
paid or received and the recorded noncontrolling interest 
is recognised in equity in respect of transactions with non
controlling interests in group entities which do not result in a
change of control in the case of the disposal of a subsidiary
any retained interest will be remeasured to fair value and the
difference between fair value and the previous carrying value 
will be recognised immediately in the income statement 
the group does not plan to apply ias 27 revised early
■ ifrs 3 revised ‘business combinations’ effective from 
1 july 2009 is still subject to endorsement by the european
union among other changes it requires transaction costs 
to be recognised immediately in the income statement fair
value gains or losses on existing investments in an acquired
company to be recognised in the income statement on the
date of acquisition and adjustments to deferred tax outside 
of the hindsight period are recorded under ias 12 as opposed
to affecting goodwill in addition it requires the recognition 
of subsequent changes in the fair value of contingent
consideration in the income statement rather than 
against goodwill
notes to the consolidated financial statements 
1 accounting policies notes to the consolidated financial statements 67
sabmiller plc annual report 2008
c significant judgements and estimates
in determining and applying accounting policies judgement is
often required where the choice of specific 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 significant
judgement and estimation for the group
i impairment reviews in respect of goodwill and indefinite lived
intangible assets are performed at least annually more regular
reviews are performed if events indicate that this is necessary
details of the estimates used are set out in note 10
ii the determination of the carrying amount of property plant
and equipment and related depreciation capitalisation of
costs estimation of useful economic life and recoverability 
of such assets the estimates in relation to these items are 
set out in part i to this note
iii the group is subject to taxes in numerous jurisdictions
significant judgement is required in determining the provision
for taxes as the tax treatment cannot be finally determined 
until a formal resolution has been reached with the relevant 
tax authority 
iv pension accounting requires certain assumptions to be made
in order to value our obligations and to determine the charges
to be made to the income statement details of the
assumptions used are set out in note 30
v the determination of the carrying amount and estimated useful
lives of intangible assets acquired in a business combination
d segmental reporting
a reportable segment is a distinguishable business or
geographical component of the group that provides products 
or services that are different from those of other segments
segments results assets and liabilities include items directly
attributable to a segment as well as those that can be allocated
on a reasonable basis
the group’s primary segmental analyses are in accordance with
the basis on which the businesses are managed and according 
to the differing risk and reward profiles the group presents its
geographic analysis as its primary segmentation 
the group presents its product analysis as its secondary
segmentation this will be analysed between secondary segments
of beer soft drinks and other
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 financial statements include the financial
information of the subsidiary and associated entities owned by 
the company 
i subsidiaries
subsidiaries are entities controlled by the company where 
control is the power directly or indirectly to govern the financial
and operating policies of the entity so as to obtain benefit 
from its activities regardless of whether this power is actually
exercised where the company’s interest in subsidiaries is less
than 100 the share attributable to outside shareholders is
reflected in minority interests subsidiaries are included in the
financial statements from the date control commences until 
the date control ceases
intragroup balances and any unrealised gains and losses or
income and expenses arising from intragroup transactions are
eliminated in preparing the consolidated financial statements
unrealised losses are eliminated unless the transaction provides
evidence of an impairment of the asset transferred 
some of the company’s subsidiaries have a local statutory
accounting reference date of 31 december these are consolidated
using management prepared information on a basis coterminous
with the company’s accounting reference date
ii associates
associates are entities in which the group has a longterm 
interest and over which the group has directly or indirectly
significant influence where significant influence is the ability 
to influence the financial and operating policies of the entity
the associate distell group ltd has a statutory accounting
reference date of 30 june in respect of each year ending 
31 march this company is included based on financial statements
drawn up to the previous 31 december 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
f foreign exchange
i foreign exchange translation
items included in the financial statements of each of the group’s
entities are measured using the currency of the primary economic
environment in which the entity operates the functional currency
the consolidated financial statements are presented in us dollars
which is the group’s presentational currency the south african
rand zar and colombian peso cop exchange rates to us
dollar used in preparing the consolidated financial statements
were as follows
weighted average rate closing rate
zar cop zar cop
year ended 31 march 2007 706 2340 729 2190
year ended 31 march 2008 713 1997 815 1822
the weighted average exchange rates have been calculated
based on the average of the exchange rates during the relevant
year and weighted according to the revenue of the group’s
businesses
ii transactions and balances
the financial 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 profit in the income statement other
than those arising on financial assets and liabilities which are
recorded within net finance costs and those which are deferred 
in equity as qualifying cash flow hedges and qualifying net
investment hedges translation differences on nonmonetary
assets such as equity investments classified as available for 
sale assets are included in equity 
iii overseas subsidiaries and associates
oneoff items in the income and cash flow statements of 
overseas subsidiaries and associates 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
overview operating and financial review governance financial statements shareholder information
1 accounting policies continued 68 notes to the consolidated financial statements
sabmiller plc annual report 2008
undertakings are translated at closing rates of exchange at 
each balance sheet date all translation exchange differences
arising on the retranslation of opening net assets together with
differences between income statements translated at average 
and closing rates are recognised as a 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 and is either denominated in the functional currency of the
parent or the foreign entity when a foreign operation is disposed
of any related exchange differences in equity are recycled through
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
g business combinations
i subsidiaries
the purchase method is used to account for the acquisition 
of subsidiaries the identifiable net assets including intangibles
are incorporated into the financial statements on the basis of 
their fair value from the effective date of control and the results 
of subsidiary undertakings acquired during the financial year 
are included in the group’s results from that date
control is presumed to exist when the group owns directly or
indirectly through subsidiaries more than half of the voting power 
of an 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 decisionmaking in an entity regardless of whether 
this power is actually exercised
on the acquisition of a company or business fair values 
reflecting conditions at the date of acquisition are attributed 
to the identifiable assets including intangibles liabilities and
contingent liabilities acquired fair values of these assets and
liabilities are determined by reference 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 flows to present value 
using either market rates or the riskfree rates and riskadjusted
expected future cash flows
the cost of an acquisition is measured as the fair value of the
assets given equity instruments issued and liabilities incurred 
or assumed at the date of the acquisition plus costs directly
attributable to the acquisition it also includes the group’s estimate
of any deferred consideration payable where the business
combination agreement provides for an adjustment to the cost
that is contingent on future events contingent consideration is
included in the cost of an acquisition if the adjustment is probable
that is more likely than not and can be measured reliably the
difference between the costs of acquisition and the share of the
net assets acquired is capitalised as goodwill
where the group purchases additional shares in subsidiaries such
purchases are reflected as separate acquisition processes and no
revised fair valuation is required the difference between the costs
of acquisition and the share of the net assets acquired is
capitalised as goodwill 
on the subsequent disposal or termination of a previously
acquired business the results of the business are included in 
the group’s results up to the effective date of disposal the profit
or loss on disposal or termination is calculated after charging or
crediting the amount of any related goodwill to the extent that it
has not previously been taken to the income statement
ii associates
the group’s share of the recognised income and expenses of
associates are accounted for using the equity method from the 
date significant influence commences to the date it ceases based
on present ownership interests the date significant influence
commences is not necessarily the same as the closing date 
or any other date named in the contract
the group recognises its share of associates’ results as a one 
line entry before tax in the income statement after taking account
of the share of interest tax and minority interests
when the group’s interest in an associate has been reduced to 
nil because the group’s share of losses exceeds its interest in 
the associate 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 where
the disposal of an investment in an associate is considered highly
probable that is significantly more likely than probable the
investment ceases to be equity accounted and instead is
classified as held for sale and stated at the lower of carrying
amount and fair value less costs to dispose
iii goodwill
goodwill arising on consolidation represents the excess of the 
costs of acquisition over the group’s interest in the fair value of the
identifiable assets including intangibles liabilities and contingent
liabilities of the acquired entity at the date of acquisition where
the fair value of the group’s share of identifiable net assets
acquired exceeds the fair value of the consideration the difference
is recorded as negative goodwill negative goodwill arising on an
acquisition is recognised immediately in the income statement 
goodwill is stated at cost less impairment losses and is reviewed
for impairment on an annual basis any impairment identified 
is recognised immediately in the income statement and is 
not reversed
the carrying amount of goodwill in respect of associates is 
included in the carrying value of the investment in the associate
where a business combination occurs in several stages the
goodwill associated with each stage is calculated using fair value
information at the date of each additional share purchase 
h intangible assets
intangible assets are stated at cost less accumulated amortisation
on a straightline 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
amortisation is included within net operating expenses in the
income statement internally generated intangibles are not
recognised except for applied development costs referred to
under research and development below
intangible assets with indefinite lives are not amortised but are
subject to annual reviews for impairment
intangible assets with finite lives are amortised over their
estimated useful economic lives and only tested for impairment
where there is a triggering event 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
notes to the consolidated financial statements 
continued
1 accounting policies continued notes to the consolidated financial statements 69
sabmiller plc annual report 2008
intangible assets acquired as part of a business combination 
are recognised separately when they are identifiable it is probable
that economic benefits will flow to the group and the fair value 
can be measured reliably
i trademarks recognised as part of a business combination
trademarks are recognised as an intangible asset where the
trademark has a long term value acquired trademarks are 
only recognised where title is clear or the trademark could be 
sold separately from the rest of the business and the earnings
attributable to it are separately identifiable the group typically
arrives at the cost of such trademarks on a relief from 
royalty basis
where the acquired trademark is seen as having a finite useful
economic life it is subject to amortisation which in respect of
trademarks currently held is 1040 years being the period for
which the group has exclusive rights to those trademarks 
where the acquired trademark is seen as having an indefinite
useful economic life the carrying value is subject to an annual
impairment review
ii contract brewing and other licences recognised as part 
of a business combination
contractual arrangements for contract brewing and competitor
licensing arrangements are recognised as an intangible asset at 
a fair value 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 contractual
arrangements and relationships with customers and distributors
are also valued on a similar basis 
where the acquired licence or contract is seen as having a finite
useful economic life it is subject to amortisation which is the
period for which the group has exclusive rights to these assets 
or income streams
iii customer lists and relationships recognised as part 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
where the acquired asset is seen as having a finite useful
economic life ranging from 10 to 15 years it is subject to
amortisation over the period for which the group has the benefit 
of these assets
iv software
where computer software is not an integral part of a related 
item of property plant and equipment the software is capitalised
as an intangible asset 
acquired computer software licences are capitalised on the basis
of the costs incurred to acquire and bring them to use direct
costs associated with the production of identifiable and unique
internally generated software products controlled by the group
that will probably generate economic benefits exceeding costs
beyond one year are capitalised direct costs include software
development employment costs including those of contractors
used and an appropriate portion of overheads capitalised
computer software licence and development costs are amortised
over their useful economic lives of between 3 and 8 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
defined project separately identifiable expenditure an outcome
assessed with reasonable certainty in terms of feasibility and
commerciality future costs exceed expected revenue and the
group has the resources to complete the task such assets are
amortised on a straight line basis over their useful lives 
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 asset’s carrying value or recognised as a separate asset as
appropriate only when it is probable that future economic benefits
associated with the specific asset will flow to the group and the
cost can be measured reliably repairs and maintenance costs
are charged to the income statement during the financial period 
in which they 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 finance leases
assets held under finance 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 their useful lives the capital element of future
obligations under the leases is included as a liability in the balance
sheet classified as appropriate as a current or noncurrent
liability the interest element of the lease obligations is charged 
to the income statement over the period of the lease term to
reflect a constant rate of interest on the remaining balance of 
the obligation for each financial period
iii containers
containers in circulation are recorded within property plant and
equipment at cost net of accumulated depreciation less any
impairment 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 13 years 
■ provisions are made against the deposit values for breakages
and loss in trade together with a design obsolescence
provision held to write off the deposit value over the expected
bottle design period – which is a period of no more than 
10 years from the inception of a bottle design this period is
shortened where appropriate by reference to market dynamics
and the ability of the entity to use bottles for different brands
overview operating and financial review governance financial statements shareholder information
1 accounting policies continued 70 notes to the consolidated financial statements
sabmiller plc annual report 2008
iv depreciation
no depreciation is provided on freehold land or assets in the 
course of construction in respect of all other plant property 
and equipment depreciation is provided on a straightline basis 
at rates calculated to write off the cost or valuation less the
estimated residual value of each asset over its expected useful 
life as follows
freehold buildings 2050 years
leasehold buildings shorter of the lease term 
or 50 years
plant vehicles and systems 230 years
returnable containers 
nonreturnable containers 
are recorded as inventory 110 years
assets held under finance leases lower of the lease term 
of life of the 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 at which the assets are expected to be used 
the profit 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
direct 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 are capitalised 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 are amortised in the income statement
over the relevant period to which the customer commitment is
made typically 35 years these prepayments are recorded 
net of any impairment losses
where there is a volume target the amortised cost of the 
advance is included in sales discounts as a reduction to revenue
and where there are specific marketing activitiescommitments 
the cost 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 plant
property 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 firstin firstout 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
l financial assets and financial liabilities
financial assets and financial liabilities are initially recorded 
at fair value plus any directly attributable transactions costs 
where applicable for those financial 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 benefits such assets consist of 
cash equity instruments a contractual right to receive cash or
another financial asset or a contractual right to exchange financial
instruments with another entity on potentially favourable terms
financial assets are derecognised when the right to receive cash
flows 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 benefits and that obligation is a contractual liability 
to deliver cash or another financial asset or to exchange financial
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 financial assets and liabilities which are in
determinable monetary amounts the relevant financial assets 
and liabilities are offset
interest costs are charged against income in the year in which
they accrue premiums or discounts arising from the difference
between the net proceeds of financial instruments purchased 
or issued and the amounts receivable or repayable at maturity 
are included in the effective interest calculation and taken to 
net interest payable over the life of the instrument
there are four categories of financial assets and financial liabilities
these are described as follows 
i financial assets and financial liabilities at fair value through
profit or loss
financial assets and financial liabilities at fair value though profit 
or loss includes derivative assets and derivative liabilities not
designated as effective hedging instruments
all gains or losses arising from changes in the fair value of financial
assets or financial liabilities within this category are recognised in
the income statement
a derivative financial assets and financial liabilities
derivative financial assets and financial liabilities are financial
instruments whose value changes in response to an underlying
variable require little or no initial investment and are settled in 
the future 
these include derivatives embedded in host contracts such
embedded derivatives need not be accounted for separately if 
the host contract is already fair valued if it is not considered as 
a derivative if it was freestanding or if it can be demonstrated that 
it is closely 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 
notes to the consolidated financial statements 
continued
1 accounting policies continued notes to the consolidated financial statements 71
sabmiller plc annual report 2008
derivative financial assets and liabilities are analysed between
current and noncurrent 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 group’s accounting
policy on hedge accounting
ii loans and receivables
loans and receivables are nonderivative financial assets with
fixed or determinable payments that are not quoted in 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 classified as noncurrent assets loans and receivables
are initially recognised at fair value including originating fees and
transaction costs and subsequently measured at amortised cost
using the effective interest method less provision for impairment
loans and receivables include trade receivables amounts owed
by associates – 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 
for impairment 
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 asset’s carrying value and the present value of the estimated
future cash flows discounted at the original effective interest rate
this provision is recognised in the income statement
b cash and cash equivalents
cash and cash equivalents include cash in hand bank deposits
repayable on demand and other shortterm highly liquid
investments with original maturities of three months or less
iii available for sale investments
available for sale investments are nonderivative financial assets
that are either designated in this category or not classified as
financial assets at fair value through the income statement or
loans and receivables investments in this category are included 
in noncurrent 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 equity on disposal or impairment of available 
for sale investments any gains or losses in equity are recycled
through 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
flows 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 – 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 noncurrent 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 transactions
costs and are subsequently stated at amortised cost and include
accrued interest and prepaid interest borrowings are classified 
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 classified 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 flow statement as they form an integral part of the group’s
cash management
m impairment
this policy covers all assets except inventories see note k
financial assets see note l noncurrent assets classified as 
held for sale see note n and deferred tax assets see note u
impairment reviews are performed by comparing the carrying
value of the noncurrent 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 the value in 
use of the asset is determined by discounting at a market based 
pretax discount rate the expected future cash flows resulting
from its continued use including those arising from its final
disposal when the carrying values of noncurrent assets are
written down by any impairment amount the loss is recognised 
in the income statement in the period in which it is incurred 
where the asset does not generate cash flows that are
independent from the cash flows of other assets the group
estimates the recoverable amount of the cash generating 
unit cgu to which the assets belongs for the purpose of
conducting impairment reviews cgus are considered to be
groups of assets and liabilities that have separately identifiable
cash flows 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
when an impairment is recognised the impairment loss is held
firstly against any specifically impaired assets of the cgu then
taken against goodwill balances and if there is a remaining loss 
it is set against the remaining intangible and tangible assets 
on a prorata 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
intangible noncurrent assets with an indefinite life and goodwill
are tested annually for impairment assets subject to amortisation
are reviewed for impairment if circumstances or events change 
to indicate that the carrying value may not be fully recoverable
overview operating and financial review governance financial statements shareholder information
1 accounting policies continued 72 notes to the consolidated financial statements
sabmiller plc annual report 2008
n noncurrent assets or disposal groups held for sale
noncurrent assets and all assets and liabilities classified as held
for resale are measured at the lower of carrying value and fair
value less costs to sell 
such assets are classified 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 classification
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 benefits 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 reflect the passage of time
and the unwinding of the discount and the movement is
recognised in the income statement within interest costs 
restructuring provisions comprise lease termination penalties 
and employee termination payments provisions are not
recognised for future operating losses however provisions are
recognised for onerous contracts where the unavoidable cost
exceeds the expected benefit
p share capital
ordinary shares are classified as equity the nonvoting
convertible shares are also classified 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
incremental costs directly attributable to the issue of new shares
or options or for the acquisition of a business are included in 
the share premium account
q investments in own shares and those shares held 
by employee benefit trusts
shares held by employee share ownership plans and employee
benefit trusts are treated as a deduction from equity until the shares
are cancelled reissued or disposed of the sabmiller plc shares
held by safari ltd a special purpose vehicle are classified similarly 
purchases of such shares are classified in the cash flow statement
as a purchase of own shares for share trusts within net cash from
financing 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 company’s equity shareholders 
r revenue recognition
i sale of goods and services
revenue represents the fair value at 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 reflects it as a
production cost consequently any excise that is recovered 
in the sale price is included in revenue 
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 byproducts
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 flows 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 straightline
basis over the lease term
t exceptional items
where certain expense or revenue items recorded in a period 
are material by their size or incidence the group reflects such
items as exceptional items within a separate line on the income
statement except for those exceptional items that relate to
associates interest and tax associates interest and tax
exceptional items are only referred to in the notes to the
consolidated financial statements
exceptional items are also summarised by class in the segmental
analyses excluding those that relate to interest and tax 
where certain income statement items incurred are of a capital
nature or are considered material and nonrecurring the group
proposes to continue to present alternative earnings per share
calculations both on a headline under the cfa society of the 
uk definition and on an adjusted basis 
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 directly in equity 
in which case it is recognised in equity
current tax expense is based on the results for the period as
adjusted for items that are not taxable or not deductible the
group’s liability for current taxation is calculated using tax rates
and laws that have been enacted or substantively enacted by 
the balance sheet date
notes to the consolidated financial statements 
continued
1 accounting policies continued notes to the consolidated financial statements 73
sabmiller plc annual report 2008
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
financial statements except where the temporary difference arises
from goodwill or from the initial recognition other than a business
combination of other assets and liabilities in a transaction that
affects neither accounting nor taxable profit
deferred tax liabilities are recognised where the carrying value 
of an asset is greater than its tax base or where the carrying
value of a liability is less than its tax base deferred tax is
recognised in full on temporary differences arising from investment
in subsidiaries and associates 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 a binding 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 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 profit 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 nondiscounted basis
v dividend distributions
dividend distributions to equity holders of the parent are
recognised as a liability in the group’s financial statements in 
the period in which the dividends are approved by the company’s
shareholders interim dividends are recognised when approved 
by the board dividends declared after the balance sheet date are
not recognised as there is no present obligation at the balance
sheet date
w employee benefits
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 longterm service awards costs
the group recognises a liability and an expense for accrued
vacation pay when such benefits are earned and not when 
these benefits are paid 
the group also recognises a liability and an expense for longterm
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 reflect the future payment dates 
at discount rates determined by reference to local high quality
corporate bonds
iii profitsharing and bonus plans
the group recognises a liability and an expense for bonuses and
profitsharing based on a formula that takes into consideration
the profit attributable to the company’s shareholders after certain
adjustments 
the group recognises a provision where contractually obliged 
or where 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 sharebased compensation
the group operates a variety of equitysettled sharebased
compensation plans these comprise share option plans with 
and without nonmarket performance conditions attached and 
a performance share award scheme with market conditions
attached an expense is recognised to spread the fair value 
of each award granted after 7 november 2002 over the vesting
period on a straightline basis after allowing for an estimate of 
the share awards that will eventually vest this expense is offset
by a corresponding adjustment made to equity over the remaining
vesting period the estimate of the level of vesting 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 as at the date of grant as calculated by various
binomial model calculations and monte carlo simulations
the charge is not reversed if the options are not exercised
because the market value of the shares is lower than the option
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
v pension obligations
the group has both defined benefit and defined contribution plans 
the liability recognised in the balance sheet in respect of defined
benefit pension plans is the present value of the defined benefit
obligation at the balance sheet date less the fair value of plan
assets together with adjustments for unrecognised past service
costs the defined benefit obligation is calculated annually by
independent actuaries using the projected unit credit method 
the present value of the defined benefit obligation is determined
by discounting the estimated future cash outflows using interest
rates of highquality corporate bonds that are denominated in the
currency in which the benefits 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 income statement and are presented in the
statement of recognised income and expense with the exception
of gains or losses arising from changes in the benefits regarding
past services which are recognised in the income statement
pastservice 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 specified period of
time in this case the pastservice costs are amortised on a
straightline basis over the vesting period
the contributions to defined contribution plans are recognised 
as an expense as the costs become payable the contributions
are recognised as employee benefit 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 postemployment obligations
some group companies provide postretirement healthcare
benefits to qualifying employees the expected costs of these
benefits are assessed in accordance with the advice of qualified
actuaries and contributions are made to the relevant funds over
the expected service lives of the employees entitled to those
overview operating and financial review governance financial statements shareholder information
1 accounting policies continued 74 notes to the consolidated financial statements
sabmiller plc annual report 2008
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 presented in the statement of recognised income 
and expense these obligations are valued annually by
independent qualified actuaries
vii termination benefits
termination benefits are payable when employment is 
terminated before the normal retirement date or whenever an
employee accepts voluntary redundancy in exchange for these
benefits the group recognises termination benefits when it is
demonstrably committed to terminating the employment of current
employees according to a detailed formal plan without possibility
of withdrawal or providing termination benefits as a result of 
an offer made to encourage voluntary redundancy benefits 
falling due more than 12 months after balance sheet date are
discounted to present value in a similar manner to all longterm
employee benefits
x derivative financial instruments – hedge accounting
financial assets and financial liabilities at fair value through profit
or loss include all derivative financial instruments the derivative
instruments used by the group which are used solely for hedging
purposes ie 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 profile of an existing underlying exposure of the
group in line with the group’s 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 
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 of recognised assets or liabilities or a firm commitment 
fair value hedge hedges of highly probable forecast transactions
or commitment cash flow hedge or hedges of net investments 
in foreign operations net investment hedge
i fair value hedges
fair value hedges comprise derivative financial instruments
designated in a hedging relationship to manage the group’s
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 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
gain or loss on the hedged item attributable to the hedged risk
ii cash flow hedges
cash flow hedges comprise derivative financial instruments
designated in a hedging relationship to manage currency risk to
which the cash flows of certain liabilities are exposed the effective
portion of changes in the fair value of the derivative that is
designated and qualifies for hedge accounting is recognised as a
separate component of equity the ineffective portion is recognised
immediately in the income statement amounts accumulated 
in equity are recycled to the income statement in the period in
which the hedged item affects profit or loss however where a
forecasted transaction results in a nonfinancial 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
exchange contracts and cross currency swaps designated in 
a hedging relationship 
gains or losses on hedging instruments that are regarded as
highly effective are recognised in equity 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 or losses on
hedging instruments is recognised immediately in the income
statement amounts accumulated in equity are only recycled 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
a similar treatment is applied where the hedge is of a future
transaction and that transaction is no longer likely to occur
certain derivative instruments whilst providing effective economic
hedges under the group’s 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 
or issue derivative financial instruments for speculative purposes
y deposits by customers
bottles and 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 reflected in the balance sheet within current liabilities 
any estimated liability that may arise in respect of deposits 
for unbranded containers and bottles is shown in provisions
z earnings per share
basic earnings per share represents the profit 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 group’s employee benefit
trust during the year
diluted earnings per share represents the profit on ordinary
activities after taxation attributable to the equity shareholders
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 group’s employee benefit trust during
the year plus the weighted average number of dilutive shares
resulting from share options and other potential ordinary shares
outstanding during the year
notes to the consolidated financial statements 
continued
1 accounting policies continued notes to the consolidated financial statements 75
sabmiller plc annual report 2008
2 segmental analysis
primary reporting format – geographical segments
income statement
share of share of
posttax posttax
segment segment results of segment segment results of
revenue result associates total revenue result associates total
2008 2008 2008 2008 2007 2007 2007 2007
usm usm usm usm usm usm usm usm 
latin america 5239 892 – 892 4373 746 – 746
europe 5242 947 1 948 4078 706 – 706
north america 5120 411 – 411 4887 366 – 366
africa and asia 1853 330 150 480 1455 272 121 393
south africa 3956 962 121 1083 3827 1043 84 1127
corporate – 94 – 94 – 106 – 106
group 21410 3448 272 3720 18620 3027 205 3232
net finance costs 456 428
profit before tax 3264 2804
taxation 976 921
profit for the year 2288 1883
voluntary income statement disclosures for the primary reporting format
alternative performance measures have been provided below on a segmental basis since the directors believe that they give a useful
additional indication of underlying performance 
group revenue including associates
group group
share of revenue share of revenue
segment associates including segment associates including
revenue revenue associates revenue revenue associates
2008 2008 2008 2007 2007 2007
usm usm usm usm usm usm
latin america 5239 12 5251 4373 19 4392
europe 5242 6 5248 4078 – 4078
north america 5120 – 5120 4887 – 4887
africa and asia 1853 1514 3367 1455 1219 2674
south africa
– beverages 3956 490 4446 3827 447 4274
– hotels and gaming – 396 396 – 340 340
– south africa total 3956 886 4842 3827 787 4614
group 21410 2418 23828 18620 2025 20645
there is no material difference between the source and destination of revenue revenue between segments is immaterial
operating profit
operating operating
profit before profit before
operating exceptional exceptional operating exceptional exceptional
profit items items profit items items
2008 2008 2008 2007 2007 2007
usm usm usm usm usm usm 
latin america 892 61 953 746 64 810
europe 947 – 947 706 24 730
north america 411 51 462 366 – 366
africa and asia 330 – 330 272 – 272
south africa beverages 962 – 962 1043 – 1043
corporate 94 – 94 106 5 101
group 3448 112 3560 3027 93 3120
overview operating and financial review governance financial statements shareholder information 76 notes to the consolidated financial statements
sabmiller plc annual report 2008
2 segmental analysis continued
ebita
this comprises operating profit before exceptional items amortisation of intangible assets excluding software and includes the group’s
share of associates’ operating profit on a similar basis
share of share of
associates’ amortisation associates’ amortisation
operating operating of intangible operating operating of intangible
profit before profit before assets profit before profit before assets
exceptional exceptional excluding exceptional exceptional excluding
items items software ebita items items software ebita
2008 2008 2008 2008 2007 2007 2007 2007
usm usm usm usm usm usm usm usm
latin america 953 – 118 1071 810 – 105 915
europe 947 1 4 952 730 – 3 733
north america 462 – 15 477 366 – 9 375
africa and asia 330 231 7 568 272 193 2 467
south africa
– beverages 962 64 – 1026 1043 59 – 1102
– hotels and gaming – 139 2 141 – 100 – 100
– south africa total 962 203 2 1167 1043 159 – 1202
corporate 94 – – 94 101 – – 101
group 3560 435 146 4141 3120 352 119 3591
the group’s share of associates’ operating profit is reconciled to the share of posttax results of associates in the income statement 
as follows
2008 2007
usm usm
share of associates’ operating profit before exceptional items 435 352
share of associates’ finance costs 11 9
share of associates’ taxation 120 102
share of associates’ minority interests 32 36
share of posttax results of associates 272 205
ebitda a reconciliation of group ebitda after cash exceptional items to cash generated from operations can be found 
in note 27a 
this comprises the net cash generated from operations before working capital movements and after operating cash exceptional items 
ebitda ebitda
before cash cash before cash cash
exceptional exceptional exceptional exceptional
items items ebitda items items ebitda
2008 2008 2008 2007 2007 2007
usm usm usm usm usm usm
latin america 1319 17 1302 1147 25 1122
europe 1203 – 1203 936 7 929
north america 569 2 567 510 – 510
africa and asia 404 – 404 340 – 340
south africa beverages 1073 – 1073 1200 – 1200
corporate 31 – 31 65 5 70
group 4537 19 4518 4068 37 4031
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 77
sabmiller plc annual report 2008
2 segmental analysis continued
balance sheet
– total assets
segment investment in unallocated segment investment in unallocated total
assets associates assets total assets assets associates assets assets
2008 2008 2008 2008 2007 2007 2007 2007
usm usm usm usm usm usm usm usm
latin america 15314 2 – 15316 12575 5 – 12580
europe 7419 12 – 7431 4232 – – 4232
north america 6041 – – 6041 6072 – – 6072
africa and asia 1906 1475 – 3381 1562 1045 – 2607
south africa 2186 337 – 2523 2074 301 – 2375
corporate 470 – – 470 575 – – 575
unallocated assets – – 651 651 – – 295 295
group 33336 1826 651 35813 27090 1351 295 28736
 unallocated assets include borrowing related derivative financial instrument assets current tax and deferred tax assets
– total liabilities
segment unallocated total segment unallocated total
liabilities liabilities liabilities liabilities liabilities liabilities
2008 2008 2008 2007 2007 2007
usm usm usm usm usm usm
latin america 1400 – 1400 1226 – 1226
europe 1238 – 1238 874 – 874
north america 1341 – 1341 1272 – 1272
africa and asia 323 – 323 329 – 329
south africa 569 – 569 592 – 592
corporate 533 – 533 234 – 234
unallocated liabilities – 12165 12165 – 9208 9208
group 5404 12165 17569 4527 9208 13735
 unallocated liabilities include borrowings including related derivative financial instruments current tax and deferred tax liabilities
other segmental information
depreciation and other impairment
amortisation noncash items losses recognised
2008 2007 2008 2007 2008 2007
usm usm usm usm usm usm
latin america 396 366 2 8 3 3
europe 256 189 3 13 7 21
north america 151 145 8 3 1 3
africa and asia 77 59 13 5 9 2
south africa 145 134 18 21 – 1
corporate 13 6 19 30 2 1
group 1038 899 27 74 22 31
capital expenditure acquisition total
excluding acquisitions activity capital expenditure 
2008 2007 2008 2007 2008 2007
usm usm usm usm usm usm
latin america 730 372 – – 730 372
europe 565 374 534 7 1099 381
north america 166 155 – 215 166 370
africa and asia 295 144 – 48 295 192
south africa 279 230 – – 279 230
corporate 26 12 – – 26 12
group 2061 1287 534 270 2595 1557
 capital expenditure includes acquisitions and additions of intangible assets and property plant and equipment
 sparks and steel reserve brands have been reflected within acquisition activity in 2007 for segmental reporting purposes
overview operating and financial review governance financial statements shareholder information 78 notes to the consolidated financial statements
sabmiller plc annual report 2008
2 segmental analysis continued
secondary reporting format – business segments
revenue total assets capital expenditure
2008 2007 2008 2007 2008 2007
usm usm usm usm usm usm
beer 18681 15744 29150 22563 2323 1323
soft drinks 2239 1818 3134 1797 183 136
other 490 1058 1052 2730 89 98
subtotal 21410 18620 33336 27090 2595 1557
investment in associates 1826 1351
unallocated assets 651 295
group 21410 18620 35813 28736 2595 1557
 capital expenditure includes acquisitions and additions of intangible assets and property plant and equipment
there is no material difference between the source and destination of revenue revenue between segments is immaterial 
3 net operating expenses
2008 2007 
usm usm
cost of inventories recognised as an expense 5869 4957
– changes in inventories of finished goods and work in progress 208 27
– raw materials and consumables used 5661 4930
excise duties 4353 3758
employee benefits costs see note 6a 2344 1955
depreciation of property plant and equipment 848 737
– owned assets 629 547
– under finance lease 4 3
 – containers 215 187
net profit on disposal of available for sale investments 1 –
net profit on disposal of subsidiaries 17 –
net profit on disposal of associates 1 –
net profit on disposal of property plant and equipment 10 20
amortisation of intangible assets 190 162
– intangible assets excluding software 141 119
– software 49 43
other expenses 4657 4237
– selling marketing and distribution costs 2743 2262
– repairs and maintenance expenditure on property plant and equipment 351 353
– impairment of property plant and equipment 5 13
– adjustment to goodwill – 31
– impairment of trade receivables 17 18
– operating lease rentals – land and buildings 61 33
– operating lease rentals – plant vehicle and systems 78 43
– restructuring and integration costs – 44
– research and development expenditure 9 6
– other operating expenses 1393 1434
total net operating expenses by nature 18232 15786
other income 270 193
– revenue received from royalties 32 31
– dividends received from investments 1 1
– other operating income 237 161
net operating expenses 17962 15593
 excise duties have been incurred as follows latin america us1334 million 2007 us1092 million europe us995 million 2007 us784 million 
north america us861 million 2007 us856 million africa and asia us420 million 2007 us321 million and south africa us743 million 
2007 us705 million
 this excludes integration costs relating to accelerated container amortisation
foreign exchange differences recognised in the profit for the year except for those arising on financial instruments measured at fair
value under ias 39 were a gain of us7 million 2007 loss of us32 million
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 79
sabmiller plc annual report 2008
3 net operating expenses continued
the following fees were paid to a number of different accounting firms as auditors of various parts of the group
2008 2007
usm usm
group auditors
fees payable to the group’s auditor and its associates for
auditing of subsidiaries pursuant to legislation 8 8
other services supplied pursuant to legislation – 1
other services relating to taxation 4 6
services relating to corporate finance transactions 3 –
other services 6 4
fees payable to the group’s auditor for the auditing of the company’s annual accounts 2 1
23 20
 principally relating to assurance on internal financial control upgrades
2008 2007
usm usm
other auditors
fees payable to other auditors for other services
auditing of subsidiaries pursuant to legislation 1 1
other services relating to taxation 3 4
internal audit services 3 1
litigation – 1
other services 3 6
10 13
4 exceptional items
2008 2007
usm usm
subsidiaries’ exceptional items included in operating profit
latin america 61 64
bavaria integration and restructuring costs 78 64
profit on sale of subsidiaries 17 –
europe – 24
integration and restructuring costs – 7
profit on sale of land in italy – 14
adjustment to goodwill – 31
north america
integration and restructuring costs 51 –
corporate
bavaria integration costs – 5
exceptional items included within operating profit 112 93
taxation credit 40 30
overview operating and financial review governance financial statements shareholder information 80 notes to the consolidated financial statements
sabmiller plc annual report 2008
4 exceptional items continued
2008
latin america
restructuring costs associated with the consolidation of bavaria sa of us78 million were incurred during the year
a net us17 million profit on disposal has been recognised in latin america on the disposal of soft drinks businesses in costa rica 
and colombia during the year
north america
in preparation for the proposed joint venture which remains subject to regulatory clearance a charge of us51 million has been 
has been recorded by miller for staff retention arrangements and for certain integration costs
2007
latin america and corporate
integration and restructuring costs associated with the consolidation of bavaria sa of us69 million were incurred during the year
europe
integration and restructuring costs of us7 million associated with the consolidation of pivovar topvar as and the relocation of the 
europe hub office to zug were incurred during 2007
in november 2006 the naples brewery site was sold for us28 million giving rise to a profit of us14 million
during the year the group recognised deferred tax assets that had previously not been recognised on the acquisition of birra peroni spa
in accordance with ias12 income taxes when deferred tax assets on losses not previously recognised on acquisition are subsequently
recognised both goodwill and deferred tax assets are adjusted with corresponding entries to operating expense and taxation in the 
income statement this deferred tax asset was substantially utilised during 2007
5 net finance costs
2008 2007
usm usm
a interest payable and similar charges
interest payable on bank loans and overdrafts 292 289
interest payable on corporate bonds 401 327
interest element of finance leases payments 1 1
losses on early settlement of bonds – 44
net exchange gains on financing activities 39 28
fair value losses on dividend related derivatives 10 –
fair value losses on standalone derivative financial instruments 23 –
other finance charges 33 35
total interest payable and similar charges 721 668
b interest receivable and similar income
interest receivable 198 177
fair value gainslosses on financial instruments
– fair value gains on standalone derivative financial instruments 19 17
– interest rate swaps designated as fair value hedges 103 36
– noncurrent borrowings designated as fair value hedges 103 36
– ineffectiveness of fair value hedges 3 2
– ineffectiveness of net investment hedges 45 –
– other fair value gains on borrowings – 44
total interest receivable and similar income 265 240
net finance costs 456 428
 interest payable on bank loans and overdrafts and interest receivable include the interest element of derivatives 
 these items relate to marktomarket adjustments on capital items for which hedge accounting cannot be fully applied these items have been excluded 
from the determination of adjusted earnings per share adjusted net finance costs are therefore us491 million 2007 us428 million
please refer to note 22 – financial risk factors for interest rate risk information
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 81
sabmiller plc annual report 2008
6 employee and key management compensation costs
a employee costs
2008 2007
usm usm
wages and salaries 1908 1564
sharebased payments 79 52
social security costs 199 165
pension costs 120 120
postretirement benefits other than pensions 47 54
2353 1955
of the us2353 million employee costs shown above us9 million have been capitalised within property plant and equipment 
2007 usnil
b employee numbers
the average monthly number of employees are shown on a fulltime equivalent basis excludes employees of associated undertakings
and includes executive directors
2008 2007
number number
latin america 25389 26394
europe 12921 12017
north america 5991 5889
africa and asia 12806 11028
south africa 11749 11400
corporate 260 221
group 69116 66949
c key management compensation
the directors of the group and members of the executive committee excom are defined as key management at 31 march 2008 there
were 24 2007 24 members of key management 
2008 2007
usm usm
salaries and shortterm employee benefits 31 27
postemployment benefits 3 3
sharebased payments 14 7
48 37
the key management figures given above include the directors 
d directors
2008 2007
usm usm
aggregate emoluments £5147805 2007 £4598299 10 9
aggregate gains made on the exercise of share options or vesting of share awards 9 12
company contributions to money purchase schemes £490500 2007 £457500 1 1
20 22
at 31 march 2008 two directors 2007 two had retirement benefits accruing under money purchase pension schemes full details of
individual directors’ remuneration are given in the remuneration report on pages 49 to 59
overview operating and financial review governance financial statements shareholder information 82 notes to the consolidated financial statements
sabmiller plc annual report 2008
7 taxation
2008 2007
usm usm
current taxation 926 780
charge for the year uk corporation tax nil charge 2007 nil charge 935 833
adjustments in respect of prior years 9 53
withholding taxes and other remittance taxes 64 119
total current taxation 990 899
deferred taxation 14 22
charge for the year uk corporation tax us9 million credit 2007 us9 million charge 8 82
adjustments in respect of prior years 17 5
recognition of deferred tax asset in connection with the acquisition of birra peroni see note 4 – 31
rate change 5 34
976 921
tax on items charged to equity
deferred tax chargecredit on defined benefit pension and postretirement medical schemes 10 2
deferred tax charge on share options equity settled share incentive plans – 9
deferred tax credit on financial instruments 2 –
8 7
total current tax 990 899
total deferred tax 6 29
total taxation 984 928
effective tax rate before amortisation of intangible assets excluding software and exceptional items  325 345
the effective tax rate is calculated including share of associates’ operating profit before exceptional items after adjusted net finance
costs and share of associates’ tax before exceptional items this calculation is on a basis consistent with that used in prior years and 
is also consistent with other group operating metrics
tax rate reconciliation
2008 2007
usm usm
profit before taxation 3264 2804
less share of posttax results of associates 272 205
2992 2599
tax charge at standard uk rate of 30 898 780
exempt income 39 13
other incentive allowances 19 11
expenses not deductible for tax purposes 88 126
deferred tax asset not recognised 34 12
withholding taxes and other remittance taxes 64 119
other taxes 33 13
adjustments in respect of foreign tax rates 85 50
adjustments in respect of prior periods 26 48
deferred taxation rate change 5 34
deferred taxation on unremitted earnings of overseas subsidiaries 33 27
total income tax expense 976 921
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 83
sabmiller plc annual report 2008
8 earnings per share
2008 2007
us cents us cents
basic earnings per share 1349 1102
diluted earnings per share 1342 1095
headline earnings per share 1330 1113
adjusted basic earnings per share 1431 1200
adjusted diluted earnings per share 1424 1193
the weighted average number of shares was
2008 2007
millions of millions of 
shares shares
ordinary shares 1504 1500
esop trust ordinary shares 4 4
basic shares 1500 1496
dilutive ordinary shares from share options 8 9
diluted shares 1508 1505
the calculation of diluted earnings per share excludes 7827902 2007 6039681 share options that were antidilutive for the year
because the exercise price of the option exceeds the fair value of the shares during the year and 6971801 2007 7707155 share
options that were antidilutive for the year because the performance conditions attached to the options have not been met these
options could potentially dilute earnings per share in the future
9023270 share options and awards were granted after 31 march 2008 and before the date of signing of these financial statements
adjusted and headline earnings
the group has also presented an adjusted earnings per share figure to exclude the impact of amortisation of intangible assets
excluding capitalised software and other nonrecurring items in order to present a more useful comparison for the years shown in the
consolidated financial statements adjusted earnings per share has been based on adjusted headline earnings for each financial 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 new south african circular 82007 entitled ‘headline earnings’ which forms part of the
listing requirements for the jse ltd jse the adjustments made to arrive at headline earnings and adjusted earnings are as follows
2008 2007
usm usm
profit for the financial year attributable to equity holders of the parent 2023 1649
impairment of property plant and equipment 5 13
profit on sale of property plant and equipment and investments 29 20
adjustment to goodwill – 31
tax effects of the above items 4 10
minority interests’ share of the above items – 2
headline earnings 1995 1665
integrationreorganisation costs 129 76
profit on fair value movements on capital items 35 10
amortisation of intangible assets excluding capitalised software 146 119
tax effects of the above items 88 54
adjusted earnings 2147 1796
 2007 represented to comply with the new headline earnings definitions contained within the south african circular 82007
 this does not include all fair value movements but includes those in relation to capital items for which hedge accounting cannot be applied
overview operating and financial review governance financial statements shareholder information 84 notes to the consolidated financial statements
sabmiller plc annual report 2008
9 dividends
2008 2007
usm usm
equity
2007 final dividend paid 360 us cents 2006 310 us cents per ordinary share 537 472
2008 interim dividend paid 160 us cents 2007 140 us cents per ordinary share 232 209
769 681
in addition the directors are proposing a final dividend of 420 us cents per share in respect of the financial year ended 31 march
2008 which will absorb an estimated us632 million of shareholders’ funds if approved by shareholders the dividend will be paid on 
7 august 2008 to shareholders registered on the london and johannesburg registers on 11 july 2008 the total dividend per share 
for the year is 580 us cents 2007 500 us cents
safari ltd waived its rights to interim dividends of us12 million 2007 us11 million and to the final dividend in respect of 2007 of 
us28 million 2006 us24 million dividends amounting to us32 million in respect of the proposed final dividend for 2008 have
been waived by safari ltd and have been deducted in arriving at the estimated amount of shareholders’ funds to be absorbed
the employee benefit trust which holds shares for the various executive share incentive schemes has waived its rights to dividends
dividends are paid between group companies out of profits available for distribution subject to amongst other things in the case of
companies incorporated in great britain the provisions of the companies’ articles of association and the companies act 1985 as
amended there are restrictions over the distribution by a company incorporated in great britain of any profits which are not generated
from external cash receipts as defined in technical release 108 issued by the institute of chartered accountants in england and wales
the final dividend of the company of us537 million paid on 7 august 2007 relating to the year ended 31 march 2007 and the interim
dividend of us232 million paid on 21 december 2007 relating to the six months ended 30 september 2007 were paid out of profits
available for distribution and the final dividend of the company of us632 million proposed to be paid on 7 august 2008 relating to 
the year ended 31 march 2008 will be paid out of profits available for distribution as at 31 march 2008
10 goodwill
total
usm
cost and net book amount
at 1 april 2006 12814
exchange adjustments 278
arising on increase in share of subsidiary undertakings 121
arising on acquisition of subsidiary undertakings 78
adjustment on recognition of deferred tax assets in connection with the acquisition of birra peroni 31
transfer to disposal groups 10
at 31 march 2007 13250
exchange adjustments 1406
arising on increase in share of subsidiary undertakings see note 28 27
arising on acquisition of subsidiary undertakings provisional see note 28 917
at 31 march 2008 15600
2008
additional goodwill arising on the acquisition of subsidiary undertakings has resulted from the acquisition of royal grolsch nv and 
browar belgia zoo both of which occurred during the year the purchase price allocation exercises in respect of these acquisitions 
are not yet complete
2007
additional goodwill arising on the consolidation of subsidiary undertakings was due to the acquisition of the foster’s business in india 
on 12 september 2006 and minority purchases in latin america
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 85
sabmiller plc annual report 2008
10 goodwill continued
goodwill allocated by cash generating unit cgu is as follows
2008 2007
usm usm
subsidiaries
latin america
– central america 830 829
– colombia 4729 3926
– peru 1700 1470
– other latin america 206 196
europe
– czech 1109 856
– netherlands 969 –
– italy 509 431
– other europe 149 106
north america 4254 4254
africa and asia
– india 428 402
– other africa and asia 135 129
south africa 582 651
15600 13250
assumptions
the recoverable amount for a cgu is determined based on valueinuse calculations the basis for the valueinuse calculations are
cash flow projections based on financial budgets approved by management covering fiveyear periods after which a longterm growth
rate is applied the discount rate weighted average cost of capital is calculated using the modiglianimiller methodology which reflects
the group’s debt cost after tax returns from united states treasury bonds with maturity of 10 years relevant individual country risk
profiles and an sabmillerspecific beta
the group applies local posttax discount rates to local posttax cash flows and this closely approximates to applying pretax discount
rates to pretax cash flows the following table presents the key assumptions used in the valueinuse calculations in each of the
group’s primary segments
ranges of
posttax longterm
discount rates growth rates
latin america 891365 2050
europe 70126 1520
north america 712 15
africa and asia 110204 3040
south africa 107 30
overview operating and financial review governance financial statements shareholder information 86 notes to the consolidated financial statements
sabmiller plc annual report 2008
11 intangible assets
computer 
brands software other total
usm usm usm usm
cost
at 1 april 2006 3515 275 12 3802
exchange adjustments 165 2 – 167
additions – separately acquired 215 54 1 270
acquisitions – through business combinations 38 – 6 44
transfers from other assets – 6 – 6
transfers to disposal groups 14 – – 14
writeoffs – 1 1 2
at 31 march 2007 3919 336 18 4273
exchange adjustments 594 24 5 623
additions – separately acquired 2 56 2 60
acquisitions – through business combinations 8 – 11 19
transfers from other assets – 13 7 20
writeoffs – 12 – 12
at 31 march 2008 4523 417 43 4983
aggregate amortisation and impairment
at 1 april 2006 56 149 1 206
exchange adjustments 7 1 – 8
amortisation 118 43 1 162
transfers to disposal groups 2 – – 2
writeoffs – 1 1 2
at 31 march 2007 179 192 1 372
exchange adjustments 36 12 2 50
amortisation 138 49 3 190
writeoffs – 12 – 12
at 31 march 2008 353 241 6 600
net book amount
at 1 april 2006 3459 126 11 3596
at 31 march 2007 3740 144 17 3901
at 31 march 2008 4170 176 37 4383
at 31 march 2008 significant individual brands included within the carrying value of intangible assets are the aguila brand in colombia 
2008 us1715 million 2007 us1475 million and the cristal brand in peru 2008 us703 million 2007 us624 million both of
these brands have a remaining amortisation period of 37 years the brands which arose on the bavaria transaction in 2005 were valued
on a relief from royalty basis using the same posttax discount rates and longterm growth rates as those applied to the goodwill
impairment review
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 87
sabmiller plc annual report 2008
12 property plant and equipment
assets in plant
course of land and vehicles
construction buildings and systems containers total
usm usm usm usm usm
cost
at 1 april 2006 237 2493 5779 1159 9668
exchange adjustments 7 81 81 19 150
additions 709 26 244 253 1232
transfers tofrom other assets 8 1 1 – 6
arising on acquisition of subsidiary undertakings – 2 8 1 11
change in lease classification – – 14 – 14
disposals 1 80 213 82 376
breakages and shrinkage – – – 33 33
transfers 540 93 362 85 –
transfers to disposal groups – 10 23 22 55
writeoffs 1 – 7 23 31
at 31 march 2007 403 2606 6218 1319 10546
exchange adjustments 74 380 739 115 1308
additions 1130 50 385 435 2000
transfers tofrom other assets 36 4 22 10 20
arising on acquisition of subsidiary undertakings 21 241 226 27 515
disposals 1 69 167 142 379
breakages and shrinkage – – – 31 31
transfers 667 88 442 137 –
at 31 march 2008 924 3300 7865 1850 13939
accumulated depreciation
at 1 april 2006 – 348 2399 584 3331
exchange adjustments – 20 39 7 52
provided during the period – 58 492 187 737
change in lease classification – – 7 – 7
disposals – 15 192 75 282
breakages and shrinkage – – – 1 1
tranfers to disposal groups – 1 11 17 29
writeoffs – – 7 11 18
impairments – – 13 – 13
at 31 march 2007 – 410 2726 660 3796
exchange adjustments – 80 346 112 538
provided during the period – 64 569 215 848
disposals – 12 141 128 281
breakages and shrinkage – – – 4 4
impairments – – 5 – 5
at 31 march 2008 – 542 3505 855 4902
net book amount
at 1 april 2006 237 2145 3380 575 6337
at 31 march 2007 403 2196 3492 659 6750
at 31 march 2008 924 2758 4360 995 9037
overview operating and financial review governance financial statements shareholder information 88 notes to the consolidated financial statements
sabmiller plc annual report 2008
12 property plant and equipment continued
included in land and buildings is freehold land with a cost of us684 million 2007 us654 million which is not depreciated 
included in plant vehicles and systems are the following amounts relating to assets held under finance leases
2008 2007
usm usm
net book amount 24 10
included in plant vehicles and systems are the following amounts in respect of interest capitalised
2008 2007
usm usm
at beginning of year 18 18
exchange adjustments 1 –
capitalised during the year 7 –
at end of year 26 18
borrowing costs of us7 million 2007 usnil were capitalised during the year at an effective interest rate of 1095 2007 nil
borrowings are secured by various of the group’s property plant and equipment with an aggregate net book value of us70 million 
2007 us101 million
13 investments in associates
a list of the group’s significant investments in associates including the name country of incorporation and proportion of ownership
interest is given in note 33 to the accounts
investments loans total
usm usm usm
at 1 april 2006 1133 – 1133
movements during the year
– exchange adjustments 8 – 8
– additions including deferred consideration of us5 million 191 – 191
– disposals 68 – 68
– share of results retained 205 – 205
– dividends received 102 – 102
at 31 march 2007 1351 – 1351
movements during the year
– exchange adjustments 102 – 102
– additions 179 – 179
– acquired as part of business combination 11 2 13
– increase in loans –11
– disposals 1 – 1
– share of results retained 272 – 272
– dividends received 91 – 91
at 31 march 2008 1823 3 1826
2008
additional investments totalling us179 million in china resources snow breweries ltd vietnam dairy products joint stock company
vinamilk and pacific beverages pty ltd in australia were made during the year
the associate grolsch uk ltd was acquired as part of the grolsch transaction
2007
additional investments totalling us186 million in china resources snow breweries ltd vietnam dairy products joint stock company
vinamilk and pacific beverages pty ltd in australia were made during the year
the group disposed of its interest in reserva conchal sa in costa rica during the year no profit was recognised on the transaction
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 89
sabmiller plc annual report 2008
13 investments in associates continued
the analysis of associated undertakings between listed and unlisted investments is shown below
2008 2007
usm usm
listed 123 130
unlisted 1700 1221
1823 1351
the market value of listed investments included above is
– distell group ltd 367 419
summarised financial information for associates for total assets total liabilities revenue and profit or loss on a 100 basis is shown below
2008 2007
usm usm
total assets 7922 6571
total liabilities 2538 1704
revenue 7414 6194
net profit 1111 786
delta corporation limited a listed associated undertaking of the group which operates in zimbabwe is restricted from paying 
dividends or exporting capital due to foreign currency shortages as such the market value of its listed shares has not been included
above some of the group’s 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
14 available for sale investments
investments
usm
at 1 april 2006 43
additions 3
disposals 1
net gains transferred to equity 7
at 31 march 2007 52
exchange adjustments 1
arising on acquisition of subsidiary undertakings 1
disposals 4
net gains transferred to equity 2
at 31 march 2008 52
there are no impairment provisions on available for sale assets in 2008 2007 usnil
available for sale investments are denominated in the following currencies
2008 2007
usm usm
sa rand 12 12
us dollars 13 13
peruvian sol 17 18
other currencies 10 9
52 52
the analysis of available for sale investments between listed and unlisted investments is shown below
2008 2007
usm usm
listed 18 18
unlisted 34 34
52 52
the fair values of unlisted investments are based on cash flows discounted using a rate based on the market interest rate and the risk
premium specific to unlisted securities the fair values of listed investments have been determined by reference to quoted stock exchanges
the maximum exposure to credit risk at the reporting date is the fair value of the debt securities classified as available for sale
overview operating and financial review governance financial statements shareholder information 90 notes to the consolidated financial statements
sabmiller plc annual report 2008
15 inventories
2008 2007
usm usm
raw materials and consumables 712 498
work in progress 181 104
finished goods and goods for resale 457 326
1350 928
the following amount of inventories are expected to be settled after 12 months
2008 2007
usm usm
raw materials and consumables 31 23
finished goods and goods for resale 7 –
38 23
borrowings secured on the inventories of the group total us4 million 2007 us19 million
no impairment charge has been recognised in respect of inventories during the year 2007 us3 million
16 trade and other receivables
2008 2007
usm usm
trade receivables 1541 1224
less provision for impairment 143 107
trade receivables – net 1398 1117
other receivables 592 359
less provision for impairment 42 27
other receivables – net 550 332
amounts owed by associates – trade 3 1
prepayments and accrued income 160 202
2111 1652
analysed as
current
trade receivables – net 1396 1114
other receivables – net 315 204
amounts owed by associates – trade 3 1
prepayments and accrued income 157 152
1871 1471
noncurrent
trade receivables – net 2 3
other receivables – net 235 128
prepayments and accrued income 3 50
240 181
total trade and other receivables 2111 1652
the net carrying values of trade and other receivables are considered a close approximation of their fair values
at 31 march 2008 trade and other receivables of us351 million 2007 us197 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 within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2008 2008 2008 2008 2008 2008
usm usm usm usm usm usm
trade receivables 1014 220 41 24 35 31
other receivables 425 –––––
amounts owed by associates – trade 3–––––
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 91
sabmiller plc annual report 2008
16 trade and other receivables continued
past due
fully within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2007 2007 2007 2007 2007 2007
usm usm usm usm usm usm
trade receivables 886 104 31 13 48 1
other receivables 188 –––––
amounts owed by associates – trade 1 –––––
the group holds collateral as security for past due trade receivables to the value of us33 million 2007 us28 million
at 31 march 2008 trade receivables of us176 million 2007 us141 million were determined to be specifically impaired and provided
for the amount of the provision at 31 march 2008 was us143 million 2007 us107 million and reflects trade receivables from
customers which are considered to be experiencing difficult economic situations it was assessed that a portion of these receivables 
is expected to be recovered the group holds collateral as security for specifically impaired trade receivables with a fair value of
us24 million 2007 us19 million
at 31 march 2008 other receivables of us136 million 2007 us121 million were determined to be specifically impaired and provided
for the amount of the provision at 31 march 2008 was us42 million 2007 us27 million and reflects loans to customers which 
are considered to be experiencing difficult economic situations it was assessed that a portion of these receivables is expected to 
be recovered the group holds collateral as security against specifically impaired other receivables equal to the net carrying value 
at 31 march 2008 and 31 march 2007
collateral held primarily includes bank guarantees charges over assets and concurrent amounts owing to associates
the carrying amounts of trade and other receivables are demoninated in the following currencies
2008 2007
usm usm
sa rand 212 268
us dollars 474 352
euro 441 228
colombian peso 153 152
sterling 35 114
other currencies 796 538
2111 1652
movements on the provision for impairment of trade and other receivables are as follows
trade receivables other receivables
2008 2007 2008 2007
usm usm usm usm
at 1 april 107 94 27 29
provision for receivables impairment 2 18 15 –
receivables written off during the year as uncollectible – 10 – 2
acquisitions 14 1 – –
exchange adjustments 20 4 – –
at 31 march 143 107 42 27
the creation and release of provision for impaired receivables have been included in net operating expenses in the income statement note 3
17 cash and cash equivalents
2008 2007
usm usm
shortterm deposits 136 86
cash at bank and in hand 537 395
673 481
cash and shortterm deposits of us77 million 2007 us68 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
during the year the group set up notional cash pools the structure facilitates interest and balance compensation of cash and bank
overdrafts this notional pooling arrangement does not meet the strict setoff rules under ifrs and as a result the cash and bank
overdraft balances have been reported ‘gross’ on the balance sheet on a ‘netted’ pro forma basis cash and cash equivalents and
overdraft balances would have been us127 million lower resulting in us546 million cash and cash equivalents and us358 million
bank overdraft balances as at 31 march 2008
overview operating and financial review governance financial statements shareholder information 92 notes to the consolidated financial statements
sabmiller plc annual report 2008
18 disposal groups held for sale 
in the prior year comparatives assets and liabilities relating to productura de jugos sa a fruit juice manufacturer in colombia and
embotelladora centroamericana sa a pepsi bottling operation in costa rica were presented as held for sale following the approval 
of the group’s management in june 2006 and february 2007 respectively the sales of embotelladora centroamericana sa and
productura de jugos sa were completed on 27 april 2007 and 31 may 2007 respectively both these disposals related to the latin
america segment
during the year ended 31 march 2008 the sales of these businesses were completed and the group recognised a net us17 million
profit on disposal see note 4
2008 2007
usm usm
disposal groups held for sale
goodwill – 10
intangible assets – 12
property plant and equipment – 26
inventories – 6
other current assets – 10
– 64
liabilities directly associated with disposal groups held for sale
borrowings – 4
deferred tax liabilities – 4
provisions – 4
trade and other payables – 7
– 19
19 trade and other payables
2008 2007
usm usm
trade payables 926 913
accruals 821 572
deferred income 46 57
containers in the hands of customers 455 331
amounts owed to associates – trade 20 31
deferred consideration for acquisitions 10 7
excise duty payable 305 268
vat and other taxes payable 157 108
other payables 871 728
3611 3015
analysed as
current
trade payables 926 913
accruals 821 572
deferred income 2 14
containers in the hands of customers 455 331
amounts owed to associates – trade 20 31
deferred consideration for acquisitions 5 2
excise duty payable 305 268
vat and other taxes payable 157 108
other payables 582 507
3273 2746
noncurrent
deferred income 44 43
deferred consideration for acquisitions 5 5
other payables 289 221
338 269
total trade and other payables 3611 3015
the fair value of trade and other payables approximates the carrying amount
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 93
sabmiller plc annual report 2008
20 deferred taxation
the movement on the net deferred tax liability is shown below
2008 2007
usm usm
at beginning of year 1229 1163
acquisitions 14 –
rate change 5 34
exchange adjustments 198 41
charged to the income statement 9 56
taken to equity
– hedging reserve 2 –
– actuarial valuations 10 2
– sharebased payments – 9
transfer to disposal groups – 4
at end of year 1435 1229
the movements in deferred tax assets and liabilities after offsetting of balances as permitted by ias 12 during the year are shown below
pensions
and post
retirement
fixed asset benefit financial other timing
allowances provisions intangibles instruments differences total
usm usm usm usm usm usm
deferred tax liabilities
at 1 april 2007 523 34 1081 119 58 1393
acquisitions 1 1 – 1 20 19
rate change 6 – – – 1 5
exchange adjustments 28 3 175 23 29 206
transfers 1 – – – 1 –
chargedcredited to the income statement 27 8 35 4 158 162
at 31 march 2008 574 30 1221 139 149 1775
pensions
and post
retirement
fixed asset benefit provisions financial other timing
allowances provisions and accruals instruments differences total
usm usm usm usm usm usm
deferred tax assets
at 1 april 2007 217 279 85 – 17 164
acquisitions –––– 5 5
exchange adjustments – 1 5 – 4 8
transfers 1 – 14 – 15 –
creditedcharged to the income statement 6 – 53 – 124 171
taken to equity
– hedging reserve – – – 2 – 2
– actuarial valuations – 10 – – – 10
at 31 march 2008 222 268 157 2 135 340
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 assets arise due to timing differences on provisions in europe africa and asia north and latin america given both
recent and forecast trading the directors are of the opinion that the level of profits in the foreseeable future is more likely than not to 
be sufficient to recover these assets 
deferred tax liabilities of us1703 million 2007 us1377 million are expected to be recovered after more than one year
deferred tax assets of us160 million 2007 us43 million are expected to be recovered after more than one year
overview operating and financial review governance financial statements shareholder information 94 notes to the consolidated financial statements
sabmiller plc annual report 2008
20 deferred taxation continued
2008 2007
usm usm
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
tax losses 62 28
tax credits 57 8
capital allowances in excess of depreciation 8 1
sharebased payments 5 7
132 44
these deferred tax assets will not expire with the exception of us43 million tax credits which may expire if conditions for utilisation 
are not met
deferred tax is recognised on the unremitted earnings of overseas subsidiaries where there is an intention to distribute those 
reserves a deferred tax liability of us35 million 2007 us27 million has been recognised a deferred tax liability of us31 million 
2007 us28 million has also been recognised in respect of unremitted profits of associates where a dividend policy is not in place
no deferred tax has been recognised on the unremitted earnings of overseas subsidiary undertakings where either the overseas profits
will not be distributed in the forseeable future or where there are plans to remit overseas earnings of subsidiaries it is not expected that
such distributions will give rise to a tax liability temporary differences on which deferred tax has not been recognised are estimated at
us4600 million 2007 us2900 million
21 borrowings
current
2008 2007
usm usm
secured
secured loans 66 301
66 301
unsecured
us600 million 425 guaranteed notes due 2008
1
603 –
cop 997 billion dtf  230 ordinary bonds due 2007 – 46
commercial paper
2 3
380 627
other unsecured loans 524 544
overdrafts 485 187
obligations under finance leases 4 6
1996 1410
total current borrowings 2062 1711
the fair value of current borrowings equals their carrying amount as the impact of discounting is not significant
cop colombian peso
dtf colombian average interest rate for free loan investments of the financial sector 
ipc consumer price index published by ‘departamento administrativo nacional de estadistica’ of colombia
1 on 7 august 2003 miller brewing company issued us600 million 425 guaranteed notes due 2008 guaranteed by sabmiller plc and sabmiller
finance bv the notes mature on 15 august 2008 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 makewhole amount in addition these notes are redeemable in whole but not in part at the option of the issuer upon occurance of
certain changes in taxation at their principle amount with accrued and unpaid interest to the date of redemption
2 in october 2006 sabmiller plc entered into a us1000 million commercial paper programme for general corporate purposes debt issued under the
programme is guaranteed by miller brewing company miller products company miller breweries west limited partnership miller breweries east inc
mbc1 llc mbc2 llc and sabmiller finance bv the programme benefits from a dedicated us1000 million 364 day backstop facility with a one
year extension
3 on 17 july 2007 sabsa holdings pty ltd and sabfin pty ltd established a south african rand 4000 million domestic medium term note
programme under which commercial paper may be issued debt issued under the programme is guaranteed by sabmiller plc
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 95
sabmiller plc annual report 2008
21 borrowings continued
noncurrent
2008 2007
usm usm
secured
secured loans – 16
– 16
unsecured
us1100 million 550 guaranteed notes 2013
1
1115 1083
us600 million 425 guaranteed notes 2008 – 608
us300 million 6625 guaranteed notes due 2033
2
327 297
us300 million libor  030 guaranteed notes due 2009
3
304 303
us600 million 620 guaranteed notes due 2011
3
608 607
us850 million 650 guaranteed notes due 2016
3
929 884
cop 640 billion ipc  730 ordinary bonds due 2014 394 403
cop 5618 billion ipc  652 ordinary bonds due 2015 316 317
cop 370 billion ipc  818 ordinary bonds due 2012 220 227
cop 3385 billion ipc  750 ordinary bonds due 2013 206 210
cop 40 billion dtf  30 ordinary bonds due 2009 22 20
zar 16 billion 9935 ordinary bonds due 2012
4
200 –
multicurrency revolving credit facility
5
2069 372
botswana pula 60 million 1135 fixed rate bond due 2011
6
9 10
other unsecured loans 868 154
obligations under finance leases 9 9
7596 5504
total noncurrent borrowings 7596 5520
total current and noncurrent borrowings 9658 7231
analysed as
borrowings 9160 7029
obligations under finance leases 13 15
overdrafts 485 187
9658 7231
the fair value of noncurrent borrowings is us7559m 2007 us5646m the fair values are based on cash flows discounted using
prevailing interest rates
1 on 7 august 2003 miller brewing company issued us1100 million 550 guaranteed notes due 2013 guaranteed by sabmiller plc and sabmiller
finance bv 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 makewhole amount in addition the notes are redeemable in whole but not in part at the option of the issuer upon occurance of
certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption
2 on 7 august 2003 sabmiller plc issued us300 million 6625 guaranteed notes due 2033 guaranteed by miller brewing company miller products
company miller breweries west limited partnership miller breweries east inc mbc1 llc mbc2 llc and sabmiller finance bv the notes mature 
on 15 august 2033 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 makewhole
amount in addition the notes are redeemable in whole but not in part at the option of the issuer upon occurance of certain changes in taxation at their
principal amount with accrued and unpaid interest to the date of redemption
3 on 28 june 2006 sabmiller plc issued us300 million libor plus 030 notes due july 2009 us600 million 620 notes due july 2011 and 
us850 million 650 notes due july 2016 and guaranteed by miller brewing company miller products company miller breweries west limited
partnership miller breweries east inc mbc1 llc mbc2 llc and sabmiller finance bv the fixed rate notes are redeemable in whole or in part at any
time at the option of the issuer at a redemption price equal to the makewhole amount in addition 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
4 on 19 july 2007 sabsa holdings pty ltd issued south african rand 1600 million 9935 guaranteed notes due 2012 guaranteed by sabmiller
plc the notes mature on 19 july 2012 the notes were issued under the south african rand 4000 million domestic medium term note programme
established on 17 july 2007 the notes are redeemable in whole or in part at the option of the issuer upon occurance of certain changes in taxation at
their principal amount with accrued and unpaid interest to the date of the redemption
5 on 15 december 2005 the group entered into a us2000 million multicurrency revolving credit facility for general corporate purposes the facility
matures in december 2011
6 on 28 july 2004 a 60 million botswana pula 1135 unsecured private bond placing was placed in the botswana debt capital market this bond
matures on 31 march 2011 the bond is redeemable at any time at the option of the issuer at a market value in whole or in part the bond is 
not guaranteed
overview operating and financial review governance financial statements shareholder information 96 notes to the consolidated financial statements
sabmiller plc annual report 2008
21 borrowings continued
maturity of borrowings
the maturity profle of the carrying amount of the group’s noncurrent financial liabilities at 31 march was as follows
derivative derivative
borrowings financial borrowings financial
and finance instruments 2008 and finance instruments 2007
overdrafts leases note 23 total overdrafts leases note 23 total
usm usm usm usm usm usm usm usm
amounts falling due
between one and two years 374 2 4 380 406 8 – 414
between two and five years 3734 7 191 3932 1706 1 140 1847
in five years or more 3479 – 120 3359 3399 – 13 3386
7587 9 75 7671 5511 9 127 5647
 net borrowingrelated derivative instruments only
undrawn borrowing facilities
the group has the following undrawn committed borrowing facilities available at 31 march in respect of which all conditions precedent 
had been met at that date 
2008 2007
usm usm
amounts falling due
within one year 980 1309
between one and two years 157 373
between two and five years 53 1741
in five years or more 32 3
1222 3426
the facilities expiring within one year are annual facilities subject to review at various dates during the 2009 financial year
maturity of obligations under finance leases
obligations under finance leases are as follows
2008 2007
usm usm
the minimum lease payments under finance leases fall due as follows
within one year 5 6
between one and five years 9 10
in five years or more – 1
14 17
future finance charges on finance leases 1 2
present value of finance lease liabilities 13 15
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 97
sabmiller plc annual report 2008
22 financial risk factors
financial risk management
overview
in the normal course of business the group is exposed to the following financial risks 
■ market risk
■ credit risk
■ liquidity risk
this note explains the group’s exposure to each of the above risks aided by quantitative disclosures included throughout these
consolidated accounts 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 group’s 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 financial officer who in this regard is supported by the treasury committee and the group treasury function amongst 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 the board also receives a quarterly report on treasury activities including confirmation of compliance
with treasury risk management policies 
the group treasury function is responsible for the management of cash borrowings and the financial 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 in relation to brewing materials these activities are coordinated by a global sourcing council 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 group’s operations the group also purchases call options where these provide a costeffective 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 group policy that no trading in financial instruments be taken 
the group’s treasury policies are established to identify and analyse the financial 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 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 who 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 18 months committed transactional exposures that are certain are hedged fully without limitation in time the group
principally uses forward exchange contracts to hedge currency risk
subject to special exemptions approved by the audit committee the value of unhedged net monetary assets or liabilities within group
entities denominated in a nonfunctional currency is required to be lower than us60 million in aggregate having taken into account 
net investment hedges held by the group furthermore the impact of a 10 change in foreign exchange rates on this aggregate value
is required to be less than 1 of group operating profit excluding exceptional items 
the group seeks to mitigate the effect of structural currency exposures 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 currency swaps an approximate
nominal value of us1580 million of us dollar borrowings has been swapped into currencies that match the currency of the underlying
operations of the group primarily rand but also czech koruna polish zloty and euro these swaps are accounted for as net
investment hedges 
overview operating and financial review governance financial statements shareholder information 98 notes to the consolidated financial statements
sabmiller plc annual report 2008
22 financial risk factors continued
the tables below set out the group’s currency exposures from financial 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
other other
european african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 47 10 44 21 20 38 180
derivative financial instruments 597 25 366 101 – – 1089
cash and cash equivalents 56 6 14 81 4 14 175
available for sale investments 1 ––––– 1
at 31 march 2008 701 41 424 203 24 52 1445
potential impact on earnings
10 increase 98 4 21 18 1 3
10 decrease 80 5 26 22 2 4
potential impact on equity
10 increase – – 17 – – –
10 decrease – – 21 – – –
financial liabilities
trade and other payables 271 28 110 108 – 18 535
derivative financial instruments 160 615 385 849 – 228 2237
borrowings 264 1 168 178 – 1 612
at 31 march 2008 695 644 663 1135 – 247 3384
potential impact on earnings
10 increase 72 2 28 25 – 1
10 decrease 59 2 35 31 – 1
potential impact on equity
10 increase – 55 32 77 – 21
10 decrease – 68 40 95 – 25
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 99
sabmiller plc annual report 2008
22 financial risk factors continued
other other
european african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 69 56 17 – – 97 239
derivative financial instruments 443 – 192 – – – 635
cash and cash equivalents 54 5 15 – – 13 87
at 31 march 2007 566 61 224 – – 110 961
potential impact on earnings
10 increase 71 6 6 – – 10
10 decrease 58 7 7 – – 12
potential impact on equity
10 increase – – 15 – – –
10 decrease – – 18 – – –
financial liabilities
trade and other payables 122 54 34 8 – 95 313
derivative financial instruments – 624 174 651 – – 1449
borrowings 378 ––––– 378
at 31 march 2007 500 678 208 659 – 95 2140
potential impact on earnings
10 increase 56631 –8
10 decrease 45 7 4 – – 9
potential impact on equity
10 increase – 56 – 59 – –
10 decrease – 68 – 72 – –
foreign currency sensitivity analysis
currency risks arise on account of financial instruments being denominated in a currency that is not the functional currency and being 
of a monetary nature
the group holds net investment hedges totalling us2079 million at 31 march 2008 2007 us1275 million the foreign exchange
gains or losses on these contracts are recorded in the foreign currency translation reserve and partially offset the foreign currency
translation risk on the group’s foreign currency net assets
the tables above assumes a 10 per cent increasedecrease of the functional currency against the foreign currency using the
asymmetric method where a 10 increase of the currency is calculated using a ratio of 11 whereas a 10 decrease of the currency 
is calculated using a ratio of 09 this analysis assumes that all other variables in particular interest rates remain constant the analysis
is performed on the same basis for 2007
ii interest rate risk
the group’s policy is to borrow directly or synthetically in floating rates reflecting the fact that floating rates are generally lower 
than fixed rates in the medium term however a minimum of 25 of consolidated net borrowings is required to be in fixed rates for a
minimum duration of 12 months and the extent to which group borrowings may be in floating rates is restricted to the lower of 75 of
consolidated net borrowings and that amount of net borrowings in floating rates that with a 1 increase in interest rates would increase
finance costs by an amount equal to but not more than 120 of ebitda borrowings arising from recent mergers and acquisitions
and any inflation linked debt where there will be a natural hedge within business operations are excluded from these requirements 
exposure to movements in interest rates in group borrowings is managed through fixed rate coupons interest rate swaps and forward
rate agreements as at 31 march 2008 30 2007 34 of consolidated net borrowings were in fixed rates taking into account
interest rate swaps and forward rate agreements based on the group’s policy the impact of a 1 rise in interest rates on borrowings 
in floating rates would be equivalent to 065 2007 065 of ebitda excluding exceptional items
overview operating and financial review governance financial statements shareholder information 100 notes to the consolidated financial statements
sabmiller plc annual report 2008
22 financial risk factors continued
at 31 march 2008 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other
european colombian
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt 4418 268 1841 526 1773 159 8985
less fixed rate debt 3583 200 – 89 – 22 3894
variable rate debt 835 68 1841 437 1773 137 5091
adjust for
financial derivatives 19 200 184 546 400 – 981
net variable rate debt exposure 854 268 1657 983 2173 137 6072
 100 basis points change
potential impact on earnings 19 1 19 4 19 2 64
 100 basis points change
potential impact on equity 1–– 1 –– 2
at 31 march 2007 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other
european colombian
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt 4377 364 239 151 1317 302 6750
less fixed rate debt 3494 – – 64 – 15 3573
variable rate debt 883 364 239 87 1317 287 3177
adjust for
financial derivatives 107 200 174 559 400 – 1092
net variable rate debt exposure 990 564 65 646 1717 287 4269
 100 basis points change
potential impact on earnings 22432 12 2 45
 100 basis points change
potential impact on equity 2– 2––– 4
 excluding net borrowingrelated derivative instruments
fair value sensitivity analysis for fixed income instruments
changes in the market interest rates of nonderivative financial instruments with fixed interest rates only affect income if these are
measured at their fair value as such all financial instruments with fixed rates of interest that are accounted for at amortised cost are 
not subject to interest rate risk as defined in ifrs 7 
the group holds derivative contracts with a nominal value of us1100 million as at 31 march 2008 2007 us1100 million which 
are designated as fair value hedges in the case of these instruments and the underlying fixed rate bonds changes in the fair values of
the hedged item and the hedging instrument attributable to interest rate movements netoff almost completely in the income statement
in the same period as a result these instruments are also not exposed to interest rate risk
cash flow sensitivity analysis for variable rate instruments
a change of 100 basis points in interest rates at the reporting date would have increaseddecreased equity and the income 
statement by the amounts shown above this analysis assumes all other variables in particular foreign currency rates remain constant
the analysis is performed on the same basis for 2007
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 101
sabmiller plc annual report 2008
22 financial risk factors continued
interest rate profiles of financial assets and financial liabilities
the following table sets out the contractual repricing included within the underlying borrowings excluding net borrowingrelated
derivatives exposed to either fixed interest rates floating interest rates or no interest rates and revises this for the repricing effect 
of interest rate and cross currency swaps
2008 2007
total effect of total total effect of total
borrowings derivatives exposure borrowings derivatives exposure
financial liabilities usm usm usm usm usm usm
repricing due
within one year 6464 1286 7750 3658 1092 4750
between one and two years – 104 104 668 317 985
between two and five years 823 400 423 636 309 327
in five years or more 2371 990 1381 2269 1100 1169
total interest bearing 9658 – 9658 7231 – 7231
analysed as
fixed rate interest 3894 981 2913 3573 1092 2481
floating rate interest 5764 981 6745 3658 1092 4750
total interest bearing 9658 – 9658 7231 – 7231
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 finished products 
such as the price of malt barley sugar and aluminium these price risks are managed principally through multi year fixed price
contracts with suppliers internationally
at 31 march 2008 the notional value of commodity derivatives amounted to us48 million 2007 usnil no sensitivity analysis 
has been provided on these outstanding contracts
equity securities price risk
the group is exposed to equity securities price risk on investments held by the group and classified on the balance sheet as available
for sale
b credit risk
credit risk is the risk of financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations
cash and cash equivalents
the group limits its exposure to financial institutions by setting credit limits on a sliding scale based on credit ratings and generally 
only with counterparties with a credit rating of at least bbb by standard  poor’s and baa3 from moody’s for banks with a lower
credit rating or with no international credit rating a maximum limit of us3 million is applied unless specific approval is obtained 
from either the chief financial officer or the audit committee of the board
derivative financial assets 
the group calculates credit exposures on derivatives based on their positive market values and including a percentage of the 
notional amount representing the potential increased credit risk during the unwind period this credit exposure is included in the 
overall exposure to financial institutions the group has isda master agreements with most of its counterparties for financial derivatives
which permits net settlement of assets and liabilities in certain circumstances thereby reducing the group’s credit exposure to individual
counterparties
trade and other receivables
there is no 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 aggregate amount of exposure to any one counterparty
the group considers its maximum credit risk to be 2760m 2007 1900m which is the total of the group’s financial assets
overview operating and financial review governance financial statements shareholder information 102 notes to the consolidated financial statements
sabmiller plc annual report 2008
22 financial risk factors continued
c liquidity risk
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due
the group finances its operations through cash generated by the business and a mixture of shortterm and mediumterm 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 and 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
the group has the following core lines of credit that are available for general corporate purposes and which are maintained 
by sabmiller plc
■ us2000 million committed facility maturing in december 2012 
■ us1000 million committed facility maturing in september 2008 including the right of the company to term out any amounts 
drawn for a maximum period of one year from the date of maturity of the facility
liquidity risk faced by the group is mitigated by having diverse sources of finance available to it and by maintaining substantial 
unutilised banking facilities and reserve borrowing capacity as indicated by the level of undrawn facilities
subsequent to the year end the sabmiller plc put in place a new committed facility of us1000 million with a final maturity date 
of 30 june 2009 and a new threeyear committed facility totalling us600 million
including the new facilities arranged subsequent to the year end borrowing capacity under committed bank facilities amounted 
to us2822 million
the table below analyses the group’s financial liabilities which will be settled on a net basis into relevant maturity groupings based 
on the remaining period at the balance sheet to the contractual maturity date the amounts disclosed in the table are the contractual
undiscounted cash flows balances due within 12 months equal their carrying balances as the impact of discounting is not significant
less than between 1 between 2 over
1 year and 2 years and 5 years 5 years 
usm usm usm usm
at 31 march 2008
borrowings 2647 1382 3993 4264
derivative financial instruments 114 255 178 1
trade and other payables 2807 274 20 –
at 31 march 2007
borrowings 2349 1459 2227 3906
derivative financial instruments 48 43 114 34
trade and other payables 2356 21 204 –
the table below analyses the group’s derivative financial assets which will be settled on a gross basis into relevant maturity groupings
based on the remaining period at the balance sheet to the contractual maturity date the amounts disclosed in the table are the
contractual undiscounted cash flows balances due within 12 months equal their carrying balances as the impact of discounting is 
not significant
less than between 1 between 2 over
1 year and 2 years and 5 years 5 years 
usm usm usm usm
at 31 march 2008
forward foreign exchange contracts
outflow 155 – – –
inflow 176 – – –
cross currency swaps
outflow 36 34 245 229
inflow 18 16 243 238
interest rate swaps
outflow 10 10 43 8
inflow 17 17 50 8
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 103
sabmiller plc annual report 2008
22 financial risk factors continued
less than between 1 between 2 over
1 year and 2 years and 5 years 5 years 
usm usm usm usm
at 31 march 2007
forward foreign exchange contracts
outflow 177 – – –
inflow 180 – – –
cross currency swaps
outflow 27 25 256 130
inflow 16 15 241 124
interest rate swaps
outflow 4 – – –
inflow 6–––
capital management
the capital structure of the group consists of net borrowings and shareholders’ equity 
besides the statutory minimum capitalisation rules that may apply to subsidiaries in different countries the group is not subject 
to any externally imposed capital requirements 
the group’s policy is to maintain a strong capital base so as to maintain investor creditor and market confidence and to sustain 
the future development of the business
the group is currently rated baa1 by moody’s investors service and bbb by standard  poor’s ratings services both with stable outlook
key credit metrics that underpin the group’s rating are reviewed by the treasury committee on a quarterly basis financial covenants
included in the group’s core bank facilities were complied with throughout the year
23 derivative financial instruments
current derivative financial instruments
2008 2007
assets liabilities assets liabilities
usm usm usm usm
embedded derivatives – 1 ––
interest rate swaps designated as cash flow hedges 1– ––
forward foreign currency contracts 25 7 1 3
forward foreign currency contracts designated as net investment hedges 15 17 5 2
forward foreign currency contracts designated as cash flow hedges 4 9 ––
45 34 6 5
noncurrent derivative financial instruments
2008 2007
assets liabilities assets liabilities
usm usm usm usm
cross currency swaps – 190 – 140
cross currency swaps designated as net investment hedges 82 298 6 51
interest rate swaps designated as cash flow hedges 1 8 ––
interest rate swaps designated as fair value hedges 120 – 28 13
commodity contracts designated as cash flow hedges 3– ––
forward foreign currency contracts 2– ––
forward foreign currency contracts designated as cash flow hedges – 1 ––
208 497 34 204
derivatives designated as hedging instruments
i fair value hedges
the group has entered into several interest rate swaps to pay floating and receive fixed interest which have been designated as fair
value hedges to hedge exposure to changes in the fair value of its fixed rate borrowings the borrowings and the interest rate swaps
have the same critical terms
as at 31 march 2008 the notional amount of these interest rate swaps was us1100 million 2007 us1100 million the fixed interest
rates received vary from 55 to 6625 2007 55 to 6625 and floating interest rates paid vary from libor plus 716 basis points
to libor plus 13175 basis points 2007 libor plus 716 basis points to libor plus 13175 basis points on the notional amount
as at 31 march 2008 the carrying value of the hedged borrowings was us1215 million 2007 us1117 million
overview operating and financial review governance financial statements shareholder information 104 notes to the consolidated financial statements
sabmiller plc annual report 2008
23 derivative financial instruments continued
ii cash flow hedges
the group has entered into interest rate swaps designated as cash flow hedges to manage the interest rate on borrowings the notional
amount of these interest rate swaps was us519 million equivalent 2007 us324 million the fair value of these interest rate swaps
was us2 million 2007 us nilthe fixed interest rates paid vary from 41 to 54 and the floating rates received are libor plus
zero basis points as at 31 march 2008 the carrying value of the hedged borrowings was us519 million 2007 us324 million
the group has entered into forward exchange contracts designated as cash flow hedges to manage shortterm foreign currency exposures
on expected future trade imports and exports as at 31 march 2008 the notional amount of these contracts was€141 million 2007
€121 million
the group has entered into option contracts and futures contracts designated as cash flow hedges to manage the future price of
commodities as at 31 march 2008 the notional amount of the option contracts for the purchase price of corn was us32 million 
and the notional amount of the futures contracts for the purchase price of natural gas and corn was us16 million
the following table indicates the period in which the cash flows associated with derivatives that are cash flow hedges are expected 
to occur and impact the income statement
carrying expected less than between 1 between 2 more than
amount cash flows 1 year and 2 years and 5 years 5 years
usm usm usm usm usm usm
at 31 march 2008
interest rate swaps
assets 2211 – –
liabilities 6 9 3 3 2 1
forward exchange contracts
assets 444 – – –
liabilities 10 10 10 – – –
commodity contracts
assets 33111 –
7 10 7 1 1 1
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 the czech republic poland italy and peru to hedge the group’s exposure
to foreign exchange risk on these investments net losses relating to forward foreign currency contracts and cross currency swaps of
us226 million 2007 losses of us2 million have been recognised in equity
analysis of notional amounts on financial instruments designated as net investment hedges
2008 2007
m m
forward foreign currency contracts
sa rand 2211 1751
peruvian nuevo sol 624 –
cross currency swaps
sa rand zar 2799 2799
polish zloty pln 798 798
czech krone czk 7888 7888
euro eur 246 –
standalone derivative financial instruments
i forward foreign currency contracts
the group has entered into forward foreign currency contracts to manage shortterm foreign currency exposures to expected future
trade imports and exports these derivatives are fair valued based on discounted future cash flows with gains and losses taken to the
income statement as at 31 march 2008 the notional amounts of these contracts were czk24 million €111 million us195 million
and r204 million 2007 czk10 million €22 million and us43 million
the group has entered into forward foreign currency contracts to manage foreign currency exposures on shortterm intercompany
deposits these derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement
as at 31 march 2008 the notional amounts of these contracts were us149 million and rub2270 million 2007 nil
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 105
sabmiller plc annual report 2008
23 derivative financial instruments continued
ii cross currency swaps
bavaria sa has entered into cross currency swaps to manage the fluctuation of the exchange rates over a portion of its us dollar 
debt these derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement
as at 31 march 2008 the notional amount of these contracts was us400 million 2007 us400 million
cash deposits of us3 million 2007 us17 million are pledged as security for the cross currency swaps
fair value gainloss on financial instruments recognised in the income statement
2008 2007
usm usm
derivative financial instruments note 22
cross currency swaps 18 21
cross currency swaps designated as net investment hedges 45 –
embedded derivatives 1 1
forward foreign currency contracts 23 2
interest rate swaps – 4
interest rate swaps designated as fair value hedges 106 38
157 56
other financial instruments
noncurrent borrowings designated as fair value hedges 103 36
103 36
total fair value gainloss on financial instruments recognised in the income statement 54 20
fair value gains or losses on borrowings and derivative financial instruments held to hedge interest rate risk on borrowings are
recognised as part of net finance costs fair value gains or losses on all other derivative financial instruments are recognised in
operating profit 
reconciliation of total financial instruments
the table below reconciles the group’s accounting categorisation of financial assets and liabilities based upon initial recognition 
to the classes of assets and liabilities as shown on the face of the balance sheet
fair value not a 
through income loans and available amortised financial
balance sheet
statement receivables for sale cost instrument total current non current
usm usm usm usm usm usm usm usm
at 31 march 2008
assets
available for sale investments –– 52 –– 52 – 52
derivative financial instruments 253 –––– 253 45 208
trade and other receivables – 1782 – – 329 2111 1871 240
cash and cash equivalents – 673 – – – 673 673 –
liabilities
derivative financial instruments 531 – – – 531 34 497
borrowings – – – 9658 – 9658 2062 7596
trade and other payables – – – 3102 509 3611 3273 338
at 31 march 2007
assets
available for sale investments – – 52 – – 52 – 52
derivative financial instruments 40 –––– 40 6 34
trade and other receivables – 1327 – – 325 1652 1471 181
cash and cash equivalents – 481 – – – 481 481 –
liabilities
derivative financial instruments 209 –––– 209 5 204
borrowings – – – 7231 – 7231 1711 5520
trade and other payables – – – 2581 434 3015 2746 269
overview operating and financial review governance financial statements shareholder information 106 notes to the consolidated financial statements
sabmiller plc annual report 2008
24 provisions
litigation post
and demerged retirement taxation onerous
entities benefits insurance related contracts restructuring other total
usm usm usm usm usm usm usm usm
at 1 april 2006 51 974 32 193 12 5 44 1311
exchange adjustments 1 6 – 5 – – 1 11
chargedcredited to the 
income statement
– additional provision in year 3 95 62 62 4 – 17 243
– unused amounts reversed 3 – – – 2 – 1 6
utilised in the year
– existing 5 81 60 13 4 – – 163
actuariallosses – 5––––– 5
transfer from payables – – – 42 – – – 42
transfer to disposal groups 1 – – 3 – – – 4
at 31 march 2007 44 999 34 286 10 5 61 1439
exchange adjustments 1 43 – 20 – 1 4 69
arising on acquisition of 
subsidiary undertakings 1 7 – 3 – 7 – 18
chargedcredited to the 
income statement
– additional provision in year 2 73 54 5 – 4 2 140
– unused amounts reversed – – – 9 – – 2 11
utilised in the year 2 96 59 1 3 4 3 168
actuarial gains – 31 ––––– 31
reclassifications 3 22 – – – 3 22 –
transfer fromto payables – – – 8 5 – 1 4
at 31 march 2008 43 1017 29 312 2 16 41 1460
analysed as
current 25 – 13 227 2 7 26 300
noncurrent 18 1017 16 85 – 9 15 1160
43 1017 29 312 2 16 41 1460
demerged entities and litigation
during the year ended 31 march 1998 the group recognised a provision of us117 million for the disposal of certain demerged entities
in relation 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 2008 us03 million of this provision was further utilised in regard to costs associated
with sab ltd’s previously disposed of remaining retail interests the residual balance of us16 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
while a full provision for all claims has already been made the actual outcome of the dispute 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 dispute
there are us27 million 2007 us21 million of provisions in respect of outstanding litigation within various operations based on
management expectation the outcomes of these disputes are expected to be resolved within the forthcoming five years
postretirement benefits
the provision for postretirement benefits represents the provision for medical benefits for retired employees and their dependants in
south africa for postretirement medical and life insurance benefits to eligible employees and their dependants in north america and
pension provisions for employees in north and south america south africa europe and africa and asia the principal assumptions 
on which these provisions are based are disclosed in note 30
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 107
sabmiller plc annual report 2008
24 provisions continued
insurance
insurance provisions of us29 million 2007 us34 million represent amounts provided in respect of claims made by employees 
for health insurance and workrelated accidents management estimates that the provision will be substantially utilised in the next one 
to two years
taxationrelated
the group has recognised various provisions in relation to taxation exposures it believes may arise the provisions principally relate to
noncorporate taxation and interest and penalties on corporate taxation in respect of a number of group companies any settlement 
in respect of these amounts will occur as and when the assessments are finalised with the respective tax authorities
onerous contracts
the group has made provision for certain contracts which are deemed to be onerous the provisions are expected to be utilised within 
the year
restructuring
this includes provision for restructuring costs primarily related to europe which management expects to be utilised within one year
other provisions
included within other provisions are payroll related provisions of us21 million 2007 us38 million which includes us9 million 
2007 us9 million within south africa relating to employee long service awards these are expected to be utilised on an ongoing
basis when the service awards fall due
25 share capital
2008 2007
usm usm
group and company
authorised share capital
9420051230 ordinary shares of 10 us cents each 2007 9420051230 942 942
804948770 convertible participating shares of 10 us cents each 2007 804948770 80 80
77368338 nonvoting convertible shares of 10 us cents each 2007 77368338 8 8
50000 deferred shares of £100 each 2007 50000 – –
1030 1030
called up allotted and fullypaid share capital
1505779276 95 ordinary shares of 10 us cents each 2007 1502187446 150 150
77368338 5 nonvoting convertible shares of 10 us cents each 2007 77368338 8 8
50000 0 deferred shares of £100 each 2007 50000 – –
158 158
convertible nonvoting
ordinary participating convertible deferred
shares of shares of shares of shares of
10 us cents 10 us cents 10 us cents £1 nominal
each each each each value
000 000 000 000 usm
at 1 april 2006 1497845 – 77368 50 158
issue of shares – share purchase option and award schemes 4343 ––––
at 31 march 2007 1502188 – 77368 50 158
issue of shares – share purchase option and award schemes 3591 ––––
at 31 march 2008 1505779 – 77368 50 158
2008
changes to authorised share capital
there were no changes to the authorised share capital for the year ended 31 march 2008 2007 none
changes to issued share capital
during the year the company issued 3591830 2007 4342988 new ordinary shares of 10 us cents to satisfy the exercise of 
options granted under the sabmiller plc mirror executive share purchase scheme the sabmiller plc approved executive share option
scheme the sabmiller plc executive share option no2 scheme and the sabmiller plc international employee share scheme for a
consideration of us39 million 2007 us38 million
overview operating and financial review governance financial statements shareholder information 108 notes to the consolidated financial statements
sabmiller plc annual report 2008
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 altria’s
voting shareholding if altria so chooses does not exceed 2499 of the total voting shareholding
if such an event occurs the convertible participating shares will rank pari passu with the ordinary shares and the nonvoting convertible
shares in all respects and no action shall be taken by the company in relation to ordinary shares unless the same action is taken in
respect of the convertible participating shares and the nonvoting convertible shares on distribution of the profits 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 and the nonvoting convertible shares on a return of capital whether windingup or otherwise the convertible
participating shares will rank pari passu with the ordinary shares and the nonvoting convertible shares
altria shall be entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of onetenth
of a vote for every convertible participating share on all resolutions other than a resolution
i proposed by any person other than altria to windup the company
ii proposed by any person other than altria to appoint an administrator or to approve any arrangement with the company’s 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 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 affiliate such convertible participating shares shall convert
into ordinary shares
altria shall be 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 party’s offer becomes or is declared
unconditional in all respects
altria shall be 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 2499 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 altria’s voting shareholding being equal to or greater than the voting shareholding 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 preemptive issue of new ordinary shares or with the 
prior approval of the board altria shall first convert into ordinary shares the lesser of
i such number of convertible participating shares as would result in altria’s 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 shall use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating
shares and the nonvoting convertible shares are admitted to the official list and to trading on the london stock exchange’s market for
listed securities admitted to listing and trading on the jse securities exchange south africa and admitted to listing and trading on any
other stock exchange upon which the ordinary shares are from time to time listed and traded but no admission to listing or trading shall
be sought for the convertible participating shares or the nonvoting convertible shares whilst they remain convertible participating shares
or nonvoting convertible shares as the case may be
nonvoting convertible shares
safari limited safari holds nonvoting convertible shares of 10 us cents each safari shall not be entitled to vote its nonvoting
convertible shares on any resolution other than a resolution to alter any of the class rights attaching to the nonvoting convertible
shares in which case safari shall be entitled to vote on the resolution on the basis of one vote for each nonvoting convertible share
the nonvoting convertible shares rank pari passu with the ordinary shares and the convertible participating shares in all respects and
no action shall be taken by the company in relation to ordinary shares unless the same action is taken in respect of the nonvoting
convertible shares and the convertible participating shares on distribution of the profits whether by cash dividend dividend in specie
scrip dividend capitalisation issue or otherwise the nonvoting convertible shares rank pari passu with the ordinary shares and the
convertible participating shares on a return of capital whether windingup or otherwise the nonvoting convertible shares each rank
pari passu with the ordinary shares and the convertible participating shares
the nonvoting convertible shares are convertible into ordinary shares on a transfer to a third party unconnected with sabmiller 
or altria or any of their affiliates or any person deemed to be acting in concert with sabmiller or altria
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 109
sabmiller plc annual report 2008
25 share capital continued
deferred shares
the deferred shares do not carry any voting rights and do not entitle holders thereof 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
nonequity share capital of the group
ordinary shares 
the holders of ordinary shares are entitled to receive the company’s report and accounts attend speak and vote at general meetings
and appoint proxies to exercise voting rights holders of ordinary shares may also receive a dividend subject to the provisions of the
company’s articles of association and on winding up of the company may share in the assets of the company
sharebased payments
the group operates various equity and cashsettled share option schemes for certain employees the awards outstanding can be 
summarised as follows
number of number of
ordinary ordinary
shares shares
scheme 2008 2007
equitysettled plans
mirror executive share purchase scheme south africa a 12489849 11772323
executive share option scheme approved scheme and no 2 scheme b 10389796 9688432
performance share award scheme c 2266535 1586484
international performance share award subscheme d 2941808 2147892
international employee share scheme e 4096202 3379216
international employee stock appreciation rights scheme f 7007391 –
total equitysettled plans 39191581 28574347
cashsettled plans
international employee stock appreciation rights scheme f – 6303066
total cashsettled plans – 6303066
total of share option schemes 39191581 34877413
 during the year this scheme was modified such that any outstanding awards are now equitysettled rather than cashsettled
further details relating to all of the equitysettled and cashsettled share option schemes can be found in the remuneration report 
in the section entitled ‘longterm incentive plans’ on page 51
a mirror executive share purchase scheme south africa
as at 31 march 2008 the following options were outstanding under the sabmiller plc mirror executive share purchase scheme 
south africa
2008 2007 exercise
ordinary ordinary price
exercise period
date of grant shares shares r earliest date latest date
19 january 1998 – 70000 4862 19012003 19012008
14 september 1998 – 50000 3284 14092003 14092008
11 november 1998 60000 95000 4640 11112003 11112008
27 may 1999 40500 56000 5090 27052004 27052009
25 november 1999 26000 32500 5650 25112004 25112009
2 june 2000 228200 323700 4309 02062005 02062010
1 december 2000 169950 227500 4597 01122005 01122010
1 june 2001 98500 127500 5915 01062006 01062011
30 november 2001 441400 645000 6705 30112006 30112011
31 may 2002 115700 361300 8005 31052007 31052012
22 november 2002 937600 1505000 6717 22112007 22112012
23 may 2003 695432 876164 5330 23052008 23052013
21 november 2003 850500 899000 6255 21112008 21112013
21 may 2004 713500 743500 7830 21052009 21052014
19 november 2004 917000 987000 9625 19112009 19112014
18 february 2005 50000 50000 9325 18022010 18022015
20 may 2005 855157 1011299 9695 20052010 20052015
9 september 2005 245000 245000 11707 09092010 09092015
11 november 2005 960000 1053000 12434 11112010 11112015
19 may 2006 1222360 1409360 12918 19052009 19052016
10 november 2006 932500 1004500 14926 10112009 10112016
18 may 2007 985150 – 16185 18052010 18052017
2 august 2007 37500 – 17856 02082010 02082017
16 november 2007 1907900 – 18188 16112010 16112017
total 12489849 11772323
overview operating and financial review governance financial statements shareholder information 110 notes to the consolidated financial statements
sabmiller plc annual report 2008
25 share capital continued
b executive share option scheme approved scheme and no 2 scheme
as at 31 march 2008 the following options were outstanding under the uk sabmiller plc approved executive share option and
sabmiller plc unapproved executive share option no 2 schemes
2008 2007 exercise
ordinary ordinary price
exercise period
date of grant shares shares £ earliest date latest date
9 march 1999 112577 146526 4850 09032002 09032009
16 march 1999 11172 22344 5370 16032002 16032009
27 may 1999 9476 18149 5170 27052002 27052009
2 june 2000 197237 283400 4110 02062003 02062010
1 december 2000 40284 40284 4220 01122003 01122010
1 december 2000 7109 7109 4220 01122003 01122010
1 june 2001 444026 510802 5160 01062004 01062011
30 november 2001 38136 43814 4720 30112004 30112011
30 november 2001 – 6356 4720 30112004 30112011
31 may 2002 597737 702902 5705 31052005 31052012
31 may 2002 10518 15777 5705 31052005 31052012
22 november 2002 94000 126000 4400 22112005 22112012
22 november 2002 18386 20454 4400 22112005 22112012
23 may 2003 841947 1170177 4158 23052006 23052013
23 may 2003 7216 14432 4158 23052006 23052013
21 november 2003 152500 219600 5537 21112006 21112013
21 november 2003 24747 30165 5537 21112006 21112013
21 may 2004 1035231 1652640 6605 21052007 21052014
21 may 2004 13210 35920 6605 21052007 21052014
19 november 2004 106750 160452 8700 19112007 19112014
19 november 2004 3169 12454 8700 19112007 19112014
20 may 2005 1663983 1739283 8280 20052008 20052015
20 may 2005 70206 77217 8280 20052008 20052015
11 november 2005 307285 358885 10530 11112008 11112015
11 november 2005 9421 12270 10530 11112008 11112015
19 may 2006 1994929 2062729 10610 19052009 19052016
19 may 2006 50644 56481 10610 19052009 19052016
10 november 2006 103600 139750 10930 10112009 10112016
10 november 2006 2060 2060 10930 10112009 10112016
22 november 2006 26600 – 10930 22112009 22112016
18 may 2007 2207756 – 11670 18052010 18052017
18 may 2007 96544 – 11670 18052010 18052017
2 august 2007 55561 – 12300 02082010 02082017
2 august 2007 2439 – 12300 02082010 02082017
16 november 2007 28836 – 13320 16112010 16112017
16 november 2007 4504 – 13320 16112010 16112017
10389796 9688432
 sabmiller plc approved executive share option scheme
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 111
sabmiller plc annual report 2008
25 share capital continued
c performance share award scheme
as at 31 march 2008 the following options were outstanding under the sabmiller plc performance share award scheme
date by which
2008 2007 exercise performance
ordinary ordinary price condition
date of award shares shares £ must be met
21 may 2004 – 354239 nil 21052007
20 may 2005 308855 332745 nil 20052008
28 february 2006 20000 20000 nil 28022009
19 may 2006 810000 847500 nil 19052009
13 march 2007 32000 32000 nil 13032010
18 may 2007 862500 – nil 18052010
18 may 2007 191000 – nil 18052010
2 august 2007 37500 – nil 02082010
16 november 2007 4680 – nil 16112010
2266535 1586484
certain of these awards may rank for a 50 additional reward provided the shares are held in the ebt for a period of two years 
after vesting
d international performance share award subscheme
at 31 march 2008 the following options were outstanding under the sabmiller plc international performance share award subscheme
date by which
2008 2007 exercise performance
ordinary ordinary price condition
date of award shares shares £ must be met
1 april 2004 to 31 march 2007 – 562110 nil 01042007
1 april 2005 to 31 march 2008 443628 500422 nil 01042008
1 april 2006 to 31 march 2008 143880 147620 nil 01042008
1 april 2006 to 31 march 2009 422340 468040 nil 01042009
1 april 2006 to 31 march 2009 323640 332200 nil 01042009
1 april 2006 to 31 march 2009 50000 50000 nil 01042009
1 april 2006 to 31 march 2009 – 37500 nil 01042009
1 april 2006 to 31 march 2009 50000 50000 nil 01042009
1 april 2007 to 31 march 2010 377800 – nil 01042010
1 april 2007 to 31 march 2010 27620 – nil 01042010
1 april 2007 to 31 march 2010 20000 – nil 01042010
1 april 2007 to 31 march 2010 400200 – nil 01042010
1 april 2007 to 31 march 2010 56000 – nil 01042010
1 april 2007 to 31 march 2010 144000 – nil 01042010
1 april 2007 to 31 march 2010 116600 – nil 01042010
1 april 2007 to 31 march 2010 37500 – nil 01042010
1 april 2007 to 31 march 2010 244600 – nil 01042010
1 april 2007 to 31 march 2010 84000 – nil 01042010
2941808 2147892
overview operating and financial review governance financial statements shareholder information 112 notes to the consolidated financial statements
sabmiller plc annual report 2008
25 share capital continued
e international employee share scheme
at 31 march 2008 the following shares were outstanding under the sabmiller plc international employee share scheme
2008 2007 exercise partial
ordinary ordinary price vesting
date of grant shares shares £ date from
1 january 2003 296669 366669 4158 01012004
21 may 2004 673985 818319 6605 21052005
21 may 2004 5000 5000 6605 21052007
20 may 2005 5000 5000 8280 20052008
20 may 2005 867906 1030506 8280 20052006
11 november 2005 87630 87630 10530 11112006
19 may 2006 861862 932742 10610 19052007
19 may 2006 100000 100000 10610 19052009
19 may 2006 5000 5000 10610 19052009
10 november 2006 28350 28350 10930 10112007
18 may 2007 1050300 – 11670 18052008
18 may 2007 100000 – 11670 18052010
18 may 2007 2000 – 11670 18052010
2 august 2007 12500 – 12300 02082010
4096202 3379216
 granted on 23 may 2003 but effective as at 1 january 2003
 sabmiller plc international employee share scheme hong kong and china
 three year vesting
f international employee stock appreciation rights sar scheme
during the year the international employee stock appreciation rights scheme was modified such that all outstanding shares are 
now equitysettled rather than cashsettled prior to this modification the group issued to certain employees sar that require the 
group to pay the intrinsic value of the sar to the employee at the date of the exercise the group has recorded a liability of usnil
2007 us48 million in respect of the sar scheme
the intrinsic value of liabilities which have vested at 31 march 2008 is us nil 2007 us16 million
as at 31 march 2008 the following awards were outstanding under the sabmiller plc international employee stock appreciation 
rights scheme
exercise partial
2008 2007 price vesting
date of award sars sars £ date from
1 january 2003 1036654 1207907 4158 01012004 
21 november 2003 15000 45000 5537 21112004 
21 may 2004 1434407 1828217 6605 21052005 
20 may 2005 1347507 1589476 8280 20052006 
19 may 2006 1387113 1575716 10610 19052007 
10 november 2006 56750 56750 10930 10112007
18 may 2007 1661260 – 11670 18052008
16 november 2007 68700 – 13320 16112008
7007391 6303066
 granted on 23 may 2003 but effective as at 1 january 2003
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 113
sabmiller plc annual report 2008
25 share capital continued
outstanding share awards
the following table summarises information about share awards outstanding at 31 march
weighted weighted
average average
remaining remaining
contractual contractual
number life in years number life in years
range of exercise prices 2008 2008 2007 2007
share awards designated in pounds sterling
£0 5208343 15 3734376 13
£4£5 2690215 45 3433128 32
£5£6 1265176 40 1564739 49
£6£7 3161833 61 4340096 35
£8£9 4064521 71 4614388 47
£10£11 5021244 81 5418363 60
£11£12 5117860 91 ––
£12£13 172540 95 ––
26701732 61 23105090 40
share awards designated in south african rands
r30r40 –– 50000 15
r40r50 458150 22 716200 29
r50r60 860432 46 1092164 56
r60r70 2229500 48 3049000 57
r70r80 713500 61 743500 71
r80r90 115700 42 361300 52
r90r100 1822157 69 2048299 79
r110r120 245000 74 245000 84
r120r130 2182360 79 2462360 89
r140r150 932500 86 1004500 96
r160r170 985150 91 ––
r170r180 37500 93 ––
r180r190 1907900 96 ––
12489849 70 11772323 70
39191581 64 34877413 50
exercisable shares
the following table summarises information about exercisable share awards outstanding at 31 march
weighted weighted
average average
exercise exercise
number price number price
2008 2008 2007 2007
share awards designated in pounds sterling 11959261 712 10352015 610
share awards designated in south african rands 2117850 621 1627200 549
overview operating and financial review governance financial statements shareholder information 114 notes to the consolidated financial statements
sabmiller plc annual report 2008
25 share capital continued
the exercise prices of options outstanding at 31 march 2008 ranged from £0 to £1332 and r4640 and r18188 the movement 
in share awards outstanding is summarised in the following table
weighted weighted
number weighted average number weighted average total
of awards average fair value of awards average fair value number of
under exercise at grant under exercise at grant awards under
uk option price £ date £ sa option price r date r option
outstanding at 31 march 2006 20540563 568 – 11702563 759 – 32243126
granted 7459209 730 474 2496860 1375 449 9956069
lapsed 669111 611 – 681800 916 – 1350911
exercised or vested 4225571 461 – 1745300 567 – 5970871
outstanding at 31 march 2007 23105090 638 – 11772323 9087 – 34877413
granted 8223950 784 547 3057850 17489 628 11281800
lapsed 1447075 382 – 686100 12162 – 2133175
exercised or vested 3180233 577 – 1654224 6606 – 4834457
outstanding at 31 march 2008 26701732 704 – 12489849 11304 – 39191581
awards exercised
the weighted average market price of the group’s shares at the date of exercise for share awards exercised or vested during the year were
weighted weighted
average average
market market
number price number price
2008 2008 2007 2007
share awards designated in pounds sterling
– equitysettled 2373427 1240 3155991 1060
– cashsettled 806806 1284 1069580 1102
3180233 1252 4225571 1070
share awards designated in south african rands
– equitysettled 1654224 18123 1745300 14363
total awards exercised during the year 4834457 5970871
sharebased payments have been valued using a binomial model approach except for the performance share awards which have been
valued using monte carlo simulations
the monte carlo simulation methodology is necessary for valuing sharebased payments with total shareholder return performance
hurdles this is achieved by projecting sabmiller plc’s share price forwards together with those of companies in the same comparator
group over the vesting period andor life of the options after considering their respective volatilities
weighted average fair value assumptions
the fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted the estimate of the fair value of the services received is measured based on a binomial model for share options 
the following weighted average assumptions were used in these option pricing models during the year
2008 2007
share price
– south african schemes r 17802 13624
– all other schemes £ 1195 1030
exercise price
– south african schemes r 17489 13667
– all other schemes £ 784 889
expected volatility all schemes 225 225
dividend yield all schemes 21 21
annual forfeiture rate
– south african schemes 75 75
– all other schemes 30 30
riskfree interest rate
– south african schemes 81 80
– all other schemes 51 44
 the calculation is based on the weighted fair values of issues made during the financial year
 expected volatility is calculated by assessing the historic share price data in the united kingdom and south africa since may 1999 and may 2001 respectively
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 115
sabmiller plc annual report 2008
26a statement of changes in shareholders’ equity
merger safari
share share relief other and ebt retained minority total
capital premium reserve reserves shares earnings total interest equity
usm usm usm usm usm usm usm usm usm
at 1 april 2006 158 6099 3395 102 655 3944 13043 542 13585
currency translation differences
– group – – – 367 – – 367 3 370
– associates – – – 8 – – 8 – 8
net investment hedges – fair 
value losses in period – – – 2 – – 2 – 2
fair value gains on available 
for sale investments – – – 7 – – 7 – 7
deferred tax charge on 
items taken to equity ––––– 7 7 – 7
actuarial gains taken to equity ––––– 5 5 – 5
other movements ––––– 4 4 – 4
profit for the financial year ––––– 1649 1649 234 1883
dividends paid ––––– 681 681 165 846
issued capital – 38 –––– 38 – 38
payment for purchase of own 
shares for share trusts –––– 30 – 30 – 30
utilisation of ebt shares –––– 2 2 –––
disposal of shares in subsidiaries ––––––– 7 7
payment for buyout of minorities ––––––– 26 26
equity settled share 
incentive plans ––––– 31 31 – 31
at 31 march 2007 158 6137 3395 466 683 4933 14406 595 15001
currency translation differences
– group – – – 1870 – – 1870 57 1927
– associates – – – 102 – – 102 – 102
net investment hedges – fair 
value losses in period – – – 226 – – 226 – 226
cash flow hedges – fair
value losses in the period – – – 1 – – 1 – 1
fair value gains on available 
for sale investments – – – 2 – – 2 – 2
deferred tax charge on 
items taken to equity ––––– 8 8 – 8
actuarial gains taken to equity ––––– 31 31 – 31
other movements ––––– 5 5 – 5
profit for the financial year ––––– 2023 2023 265 2288
dividends paid ––––– 769 769 201 970
issued capital – 39 –––– 39 – 39
payment for purchase of own 
shares for share trusts –––– 33 – 33 – 33
utilisation of ebt shares –––– 8 8 –––
payment for buyout of minorities ––––––– 17 17
credit entry relating to share
based payments ––––– 58 58 – 58
change in settlement basis of 
share incentive plans ––––– 54 54 – 54
at 31 march 2008 158 6176 3395 2215 708 6309 17545 699 18244
 the analysis of movements in other reserves is given in note 26b
the group’s retained earnings includes amounts of us510 million 2007 us607 million the distribution of which is limited by statutory
or other restrictions
overview operating and financial review governance financial statements shareholder information 116 notes to the consolidated financial statements
sabmiller plc annual report 2008
26a statement of changes in shareholders’ equity continued
safari and ebt shares reserve
in the financial year ended 31 march 2000 safari limited a special purpose vehicle established and financed by a whollyowned
subsidiary of sabmiller plc acquired 77368338 sabmiller plc shares at an initial cost of us560 million in terms of the agreement 
a topup payment of us58 million was accrued for at 31 march 2001 and paid to the selling shareholders on 3 april 2001 on 9 july
2002 these shares held by safari ltd were converted to nonvoting convertible shares these shares have been treated as a deduction
in arriving at shareholders’ funds
the employees’ benefit trust holds shares in sabmiller plc for the purposes of the various executive share incentive schemes further
details of which are disclosed in the report on directors’ remuneration the shares currently rank pari passu with all other ordinary
shares at 31 march 2008 the trusts held 4644176 shares 2007 4034111 shares which cost us74 million 2007 us58 million
and had a market value of us102 million 2007 us88 million these shares have been treated as a deduction in arriving at
shareholders’ funds the trusts used funds provided by 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
26b other reserves
foreign net
currency cash flow investment available total
translation hedging hedging for sale other
reserve reserve reserve reserve reserves
usm usm usm usm usm
at 1 april 2006 104 – 2 – 102
currency translation differences – group 367 – – – 367
currency translation differences – associates 8 – – – 8
net investment hedges – fair value losses in period – – 2 – 2
fair value gains on available for sale investments – – – 7 7
at 31 march 2007 463 – 4 7 466
currency translation differences – group 1870 – – – 1870
currency translation differences – associates 102 – – – 102
net investment hedges – fair value losses in period – – 226 – 226
cash flow hedges – fair value gains in the period – 1 – – 1
fair value gains on available for sale investments – – – 2 2
at 31 march 2008 2435 1 230 9 2215
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
merger relief reserve
in accordance with section 131 of the companies act 1985 the group recorded the us3395 million excess of value attributed to the 
shares issued as consideration for miller brewing company over the nominal value of those shares as a merger relief reserve in the year 
ended 31 march 2003
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 117
sabmiller plc annual report 2008
27a reconciliation of profit for the year to net cash generated from operations
2008 2007
usm usm
profit for the year 2288 1883
taxation 976 921
share of posttax results of associates 272 205
interest receivable and similar income 265 240
interest payable and similar charges 721 668
operating profit 3448 3027
depreciation
– property plant and equipment 633 550
– containers 215 187
container breakages shrinkage and writeoffs 27 44
profit on sale of property plant and equipment and investments 12 6
exceptional profit on sale of property plant and equipment europe – 14
impairment of property plant and equipment 5 13
amortisation of intangible assets 190 162
unrealised net loss from derivatives 26 2
exceptional profit on disposal of subsidiaries 17 –
dividends received from other investments 1 1
charge with respect to share options 58 31
restructuring and integration costs latin america – 10
adjustment to goodwill europe – 31
other noncash movements 2 1
net cash generated from operations before working capital movements ebitda 4518 4031
increase in inventories 337 73
increase in receivables 160 294
increase in payables 282 319
decreaseincrease in provisions 5 21
decreaseincrease in postretirement provisions 22 14
net cash generated from operations 4276 4018
cash generated from operations include cash flows relating to exceptional items of us19 million in respect of south american and
european integration and restructuring costs 2007 us37 million
overview operating and financial review governance financial statements shareholder information 118 notes to the consolidated financial statements
sabmiller plc annual report 2008
27b analysis of net debt
cash and
cash
equivalents derivative total
excluding financial finance gross net
overdrafts overdrafts borrowings instruments leases borrowings debt
usm usm usm usm usm usm usm
at 1 april 2007 481 187 7029 127 15 7358 6877
exchange adjustments 72 41 388 – 1 430 502
cash flow 254 248 1454 10 7 1705 1451
acquisitions 10 9 164 – – 173 163
other movements – – 125 62 4 67 67
at 31 march 2008 673 485 9160 75 13 9733 9060
cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash flow as follows
2008 2007
usm usm
cash and cash equivalents balance sheet 673 481
overdrafts 485 187
cash and cash equivalents cash flow 188 294
the group’s net debt is denominated in the following currencies
colombian other
us dollars sa rand euro peso currencies total
usm usm usm usm usm usm
total cash and cash equivalents 129 19 36 77 220 481
total gross borrowings including overdrafts 4580 389 267 1384 738 7358
4451 370 231 1307 518 6877
cross currency swaps 1400 400 – 400 600 –
net debt at 31 march 2007 3051 770 231 1707 1118 6877
total cash and cash equivalents 196 171 43 34 229 673
total gross borrowings including overdrafts 4686 439 1888 1807 913 9733
4490 268 1845 1773 684 9060
cross currency swaps 1731 400 331 400 600 –
net debt at 31 march 2008 2759 668 2176 2173 1284 9060
27c major noncash transactions
2008
no major noncash transactions occurred during the year
2007
no major noncash transactions occurred during the year
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 119
sabmiller plc annual report 2008
28 acquisitions and disposals
the following significant business combinations took effect during the year
grolsch
on 12 february 2008 sabmiller plc completed the acquisition of a 100 interest in royal grolsch nv for a cash consideration 
of us1190 million and deferred consideration of us4 million
other
on 8 january 2008 sabmiller plc completed the acquisition of a 9996 interest in browar belgia spzoo in poland for a cash consideration
of us91 million on 12 october 2007 sabmiller plc also completed the acquisition of a 100 interest in bevande torino srl in italy
all business combinations
all business combinations have been accounted for using the purchase method all assets were recognised at their respective fair
values the residual over the net assets acquired is recognised as goodwill in the financial statements the following table represents
the assets and liabilities acquired in respect of all business combinations entered into during the year ended 31 march 2008
provisional
fair value
usm
intangible assets 19
property plant and equipment 515
investments in associates 13
available for sale investments 1
inventories 34
trade and other receivables 122
cash and cash equivalents 10
current tax assets 7
derivative financial assets 1
borrowings 173
trade and other payables 140
current tax liabilities 1
derivative financial liabilities 4
net deferred tax liabilities 14
provisions 18
372
goodwill 917
consideration 1289
consideration satisfied by
total consideration 1289
less cash and cash equivalents acquired 1
less deferred consideration 4
cash outflow on acquisition 1284
from the date of acquisition to 31 march 2008 the following amounts have been included in the group’s income and cash flow
statements for the year
other 
grolsch acquisitions total
usm usm usm
income statement
revenue 52 1 53
operating profit 3 2 5
profit before tax 3 2 5
cash flow statement
cash generated from operations 20 2 22
net interest paid 1 – 1
purchase of property plant and equipment 8 – 8
if the date of acquisition made in the year had been 1 april 2007 then the group’s revenue operating profit and profit before tax for the
year ended 31 march 2008 would have been as follows
group
usm
revenue 21872
operating profit 3472
profit before tax 3276
overview operating and financial review governance financial statements shareholder information 120 notes to the consolidated financial statements
sabmiller plc annual report 2008
28 acquisitions and disposals continued
grolsch
carrying values provisional
preacquisition fair value
usm usm
intangible assets 33
property plant and equipment 441 441
investments in associates 13 13
available for sale investments 11
inventories 29 27
trade and other receivables 163 110
cash and cash equivalents 99
current tax assets 17
derivative financial assets 11
borrowings 162 162
trade and other payables 92 115
current tax liabilities 1 1
derivative financial liabilities 4 4
net deferred tax liabilities 23 18
provisions 6 15
373 297
net assets acquired 297
provisional goodwill 897
consideration 1194
consideration satisfied by
cash 1190
deferred consideration 4
1194
the outflowinflow of cash and cash equivalents on the initial grolsch transaction is calculated as follows
usm
cash consideration 1194
cash and cash equivalents acquired 9
1185
overdrafts acquired included on borrowings 9
the intangible assets acquired as part of the initial grolsch transaction can be analysed as follows
usm
distribution network 3
other acquisitions
carrying values provisional
preacquisition fair value
usm usm
intangible assets 816
property plant and equipment 70 74
inventories 11 7
trade and other receivables 12 12
cash and cash equivalents 11
borrowings 12 11
trade and other payables 23 25
net deferred tax asset –4
provisions 3 3
64 75
equity minority interests –
net assets acquired 75
provisional goodwill 20
consideration 95
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 121
sabmiller plc annual report 2008
28 acquisitions and disposals continued
consideration satisfied by
cash 95
the inflowoutflow of cash and cash equivalents on the other acquisitions is calculated as follows
usm
cash consideration 95
cash and cash equivalents acquired 1
94
overdrafts acquired included in borrowings –
the intangible assets acquired as part of the other acquisitions can be analysed as follows
usm
customer lists 8 
brands and trademarks 8 
16 
 the fair value adjustments include provisional amounts which will be finalised in the year ended 31 march 2009
goodwill represents amongst other things the following
■ brands yet to be recognised separately from goodwill
■ assembled work force and
■ value of synergies
minority interests
the following minority interests were acquired for a total consideration of us49 million with additional goodwill of us27 million recognised
effective 
holding after 
acquisition of 
minority form of
 acquired interest consideration region
bavaria sa 03 99 cash colombia
cerveceria nacional sa 62 97 cash panama
refrescos nacionales sa 08 96 cash panama
mdvsam distributor 60 100 cash italy
doreca bibtal srl 89 100 cash italy
doreca bottaro srl 400 100 cash italy
doreca sicilia srl 300 100 cash italy
disposals
during the year the group completed the sale of productura de jugos sa a fruit juice manufacturer in colombia and embotelladora
centroamericana saa pepsi bottling operation in costa rica both these disposals relate to the latin america segment
overview operating and financial review governance financial statements shareholder information 122 notes to the consolidated financial statements
sabmiller plc annual report 2008
29 commitments contingencies and guarantees
a operating lease commitments
the minimum lease rentals to be paid under noncancellable leases at 31 march 2008 are as follows
2008 2007
usm usm
land and buildings
within one year 40 18
later than one year and less than five years 101 33
after five years 42 27
183 78
plant vehicles and systems
within one year 29 26
later than one year and less than five years 74 48
after five years 8 12
111 86
b other commitments
2008 2007
usm usm
capital commitments not provided in the financial information
contracts placed for future expenditure for property plant and equipment 667 590
contracts placed for future expenditure for intangible assets 22 59
other commitments not provided in the financial information
contracts placed for future expenditure 685 576
contracts placed for future expenditure primarily relate to miller’s various longterm noncancellable advertising and promotion
commitments which at 31 march 2008 are principally due between 2008 and 2013
in addition miller has various longterm supply contracts with unrelated third parties to purchase certain materials used in its production
and packaging process the terms of these contracts generally stipulate that miller must use the designated suppliers for expected
minimum percentages of its annual purchase requirements of the specified materials however miller is not obliged to make any
purchases unless it requires supplies of such materials supply contracts outstanding at 31 march 2008 for malt bottles labels and
cans expire between 2008 and 2015
c contingent liabilities and guarantees
2008 2007
usm usm
guarantees to third parties provided in respect of borrowings of certain subsidiary undertakings 3012 1970
us600 million 425 guaranteed notes 2008 600 600
us1100 million 550 guaranteed notes 2013 1100 1100
rand 1600 million 9935 ordinary bonds due 2012 196 –
rand 2400 million commercial paper programme 294 –
cop 592 billion bank facility due 2009 325 270
cop 486 billion bank facility due 2008 267 –
us230 million bank facility due 2009 230 –
guarantees to third parties provided in respect of trade loans i 19 –
staff loans and pension guarantees ii 22 24
jointly held contingent liability iii 150 150
share of associate’s contingent liabilities incurred jointly with other investors – 4
litigation iv 11 4
3214 2152
 these represent the maximum amounts guaranteed by sabmiller plc the company the aggregate actual amounts outstanding and disclosed as part of
borrowings note 21 is us2712 million as at 31 march 2008 2007 us1870 million 
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 123
sabmiller plc annual report 2008
29 commitments contingencies and guarantees continued
i trade loans
trade loans primarily relate to guarantees given by royal grolsch nv to banks in relation to loans taken out by trade customers
ii staff loans and pension guarantees
staff loans and pension guarantees above primarily relate to the present value of miller pension guarantees miller and pabst brewing
company pabst are responsible for the milwaukee brewery workers’ pension plan in connection with pabst’s closure of its milwaukee
wisconsin brewery and its contract brewing agreement with miller pabst entered into a withdrawal liability settlement agreement which
requires annual payments by pabst to this pension plan of approximately us4 million until 2013 in the event that pabst is unable to
fulfil its pension plan obligation the plan would have recourse to all the assets of pabst and its parent company if such assets do not
satisfy pabst’s remaining pension obligation miller would be required to fund the remaining pabst withdrawal liability until 2013
iii jointly held contingent liability
bavaria sa is jointly and severally liable with valorem sa part of santo domingo group sdg for the pension obligations of avianca
sa formerly part of the sdg group but which was sold by sdg in 2004 the maximum obligation is for 150 million which
corresponds to the initial actuarial value of the pensions obligation at 31 march 2008 no claim has been made against the group in
respect of this obligation
iv 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 group’s financial position except insofar as already provided in the consolidated financial statements
the company with miller brewing company in common with other participants in the beer and spirits industries in the usa was a
defendant in putative class action lawsuits alleging that the defendants have intentionally targeted the marketing of certain alcoholic
beverage brands to persons under the legal drinking age the plaintiffs alleged several causes of action including violations of state
consumer protection laws unjust enrichment negligence public nuisance and civil conspiracy the complaints sought on behalf of a
putative class of parents and guardians an injunction to stop certain unspecified marketing practices and unspecified money damages
including civil fines punitive damages and disgorgement of profits none of the lawsuits progressed past the pleading stage
of the nine lawsuits filed three have been withdrawn and in the remaining six the defendants’ motions to dismiss the cases have been
upheld in five of these cases the decisions to dismiss were upheld on appeal in the sixth plaintiffs dismissed their appeal
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 difficult to predict the group’s 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 group’s financial position
except insofar as already provided in the consolidated financial statements
30 pensions and postretirement benefits
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 defined contribution and defined benefit
schemes the majority of the schemes are funded and the schemes’ assets are held independently of the group’s finances pension
and postretirement benefit costs are assessed in accordance with the advice of independent professionally qualified actuaries
generally the projected unit method is applied to measure the defined benefit scheme liabilities
the group also provides medical benefits which are mainly unfunded for retired employees and their dependants in south africa miller
and latin america miller provides postretirement benefits as well as retiree medical and life insurance benefits which are unfunded 
to eligible employees and their dependants salaried nonunion employees hired after 31 august 2003 are not eligible for company
subsidised retiree medical benefits
the total pension and postretirement medical benefit costs recognised in the income statement and related liabilities on the balance
sheet are as follows
2008 2007
usm usm
defined contribution scheme costs 94 79
defined benefit pension plan costs 26 41
postretirement medical and other benefit costs 47 54
accruals for defined contribution plans balance sheet 5 7
provisions for defined benefit pension plans balance sheet 396 363
provisions for other postretirement benefits balance sheet 621 636
overview operating and financial review governance financial statements shareholder information 124 notes to the consolidated financial statements
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
the group operates various defined contribution and defined benefit schemes details of the main defined benefit schemes 
is provided below 
miller pension schemes
the miller pension plan is a single qualified defined benefit scheme covering both salaried nonunion and union employees while
maintaining separate benefit structures across the various employee groups substantially all salaried nonunion employees hired prior
to 1 january 2005 are covered by the plan which provides benefits for this employee group based on final average pay and years of
service benefit accruals for salaried nonunion employees ceased as of 31 december 2007 benefit accruals for union employees are
the subject of collective bargaining and are based on a flat rate per year of service in addition through negotiations benefit accruals
have been frozen for some of the union employee groups covered by the plan as of 31 march 2008 the plan had a deficit of 
us112 million given plan assets with a fair market value of us887 million this represents a funding level of 89
miller has two qualified defined contribution schemes that cover salaried nonunion and union employees separately the plan covering
salaried nonunion employees provides a basic company contribution equal to 5 of an employee’s pay along with a oneforone
company matching contribution up to 4 of an employee’s own contributions for the plan covering union employees the company
makes contributions for some of the union groups either through company matching contributions based on the employee’s own
contributions or a flat hourly contribution rate in addition substantially all salaried employees are covered by a survivor income benefit
plan and a longterm disability plan
the company provides nonqualified unfunded defined benefit and defined contribution plans for certain employees whose benefits
under the qualified plans are limited by regulation as of 31 march 2008 the liabilities for these plans are us13 million and us1 million
respectively
the most recent actuarial valuation of miller’s postretirement plan was carried out by independent professionally qualified actuaries at 
1 january 2007 using the projected unit credit method
certain of miller’s hourly employees participate in the milwaukee brewery workers’ pension plan as part of a withdrawal settlement
pabst which had participated in the plan prior to 1997 agreed to make annual contributions of approximately us4 million to this plan
until 2013 the plan’s funded status net of the present value of pabst’s withdrawal payments at 31 march 2008 is set out below
usm
market value of assets 42
present value of accrued obligations net of pabst withdrawal liabilities 79
deficit 37
south africa pension schemes
the group operates a number of pension schemes throughout south africa details of the major scheme are provided below
the abi pension fund suncrush pension fund and suncrush retirement fund are funded schemes of the defined benefit type based
on average salary with assets held in separately administered funds the latest valuation of these funds was carried out at 31 march
2008 by an independent actuary using the projected unit credit method the liabilities were based on the transfer values of the active
members and surplus allocated to the members former members and pensioners as at 31 march 2008
from 1 july 2005 the funds were closed all active members were transferred to either the abi provident fund or the sab staff
provident fund the funds will be deregistered and liquidated once all assets and liabilities have been settled
the surplus apportionment scheme for the abi pension fund has been approved by the financial services board approval for 
the surplus apportionment scheme for the suncrush pension fund and suncrush retirement fund is still outstanding with regards to
the apportionment of the abi pension fund surplus in the current year the employer received their share of the surplus the surplus
due to the members former members and pensioners is yet to be distributed
bavaria 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 defined benefit 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 financed 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 qualified actuaries at 31 december 2006 using the projected
unit credit method all salaried employees are now covered by the social security provisions the principal economic assumptions used
in the preparation of the pension valuations are set out 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 defined benefit
type based on average salary with assets held in separately administered funds the latest valuation of the royal grolsch pension fund
was carried out at 31 march 2008 by an independent actuary using the projected unit credit method the principal assumptions used in
the valuation are listed below the breakdown of the plan assets based on the data as at 31 january 2008 is approximately 57 in
bonds 37 in equity and 6 in real estate
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 125
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
principal actuarial assumptions at 31 march expressed as weighted averages 
medical and other 
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other miller africa other

at 31 march 2008
discount rate 65 na 103 48 48 65 90 103
salary inflation 35 na 57 25 30 – – –
pension inflation 40 na 57 25 30 – – –
healthcare cost inflation ––––– 91 73 67
mortality rate assumptions
– retirement age males 61 na 55 65 na 62 63 55
females 61 na 50 65 na 62 63 50
– life expectations on
retirement age 
retiring today males 21 na 20 16 na 20 16 20
females 24 na 25 20 na 23 20 25
retiring in 20 years males 21 na na 18 na 20 16 na
females 24 na na 20 na 23 20 na
medical and other 
defined benefit pension plans postretirement benefits
south latin south
miller africa america other miller africa other

at 31 march 2007
discount rate 59 78 87 48 59 75 87
salary inflation 35 58 43 30 – – –
pension inflation 40 45 43 30 – – –
healthcare cost inflation –––– 96 58 53
mortality rate assumptions
– retirement age males 61 63 55 na 62 63 55
females 61 63 50 na 62 63 50
– life expectations on
retirement age 
retiring today males 21 16 20 na 20 16 20
females 24 20 25 na 23 20 25
retiring in 20 years males 21 na na na 20 16 na
females 24 na na na 23 20 na
overview operating and financial review governance financial statements shareholder information 126 notes to the consolidated financial statements
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
the present value of defined benefit plan and postemployment medical benefit liabilities are as follows
medical and other 
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm usm
present value of scheme 
liabilities at 1 april 2006 1060 51 153 – 29 1293 548 49 49 646
– portion of defined benefit 
obligation that is unfunded 18 – 144 – 4 166 548 47 48 643
– portion of defined benefit 
obligation that is partly 
or wholly funded 1042 51 9 – 25 1127 – 2 1 3
benefits paid 54 – 19 – 6 79 25 – 4 29
current service costs 28 – 9 – 4 41 12 1 – 13
past service costs – 47 – – – 47 ––––
interest costs 61 4 10 – 1 76 33 3 6 42
actuarial lossesgains 56 10 5 – – 71 30 3 1 28
settlements – 25 – – – 25 1 – – 1
currency translations – 9 9 – 4 4 – 10 3 7
present value of scheme 
liabilities at 31 march 2007 1151 78 167 – 32 1428 537 46 53 636
– portion of defined benefit 
obligation that is unfunded 18 – 167 – 3 188 537 45 51 633
– portion of defined benefit 
obligation that is partly 
or wholly funded 1133 78 – – 29 1240 – 1 2 3
benefits paid 57 – 38 – 5 100 23 – 4 27
contributions paid by 
plan participants ––––––– 2 – 2
current service cost 25 – 4 2 2 33 11 2 2 11
interest costs 67 4 12 – 2 85 31 4 5 40
actuarial lossesgains 80 5 2 – 1 78 33 – 6 39
settlements 5 26 – – 2 33 4 – – 4
transfers fromto other provisions – – 26 – 1 25 – 3 – 3
acquisitions – – – 299 – 299 – – 5 5
currency translations – 6 34 24 6 58 – 5 9 4
present value of scheme 
liabilities at 31 march 2008 1101 55 203 325 33 1717 519 42 60 621
– portion of defined benefit 
obligation that is unfunded 13 – 200 – 24 237 519 42 60 621
– portion of defined benefit 
obligation that is partly 
or wholly funded 1088 55 3 325 9 1480 ––––
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 127
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
the fair value reconciliations of opening plan assets to closing plan assets on an aggregated basis are as follows 
defined benefit pension plans
south 
miller africa grolsch total
usm usm usm usm
plan asset at 1 april 2006 914 124 – 1038
expected return on plan assets 72 8 – 80
benefits paid 54 – – 54
contributions paid by employer 27 – – 27
actuarial gains 28 37 – 65
settlements – 25 – 25
currency translations – 19 – 19
plan asset at 31 march 2007 987 125 – 1112
expected return on plan assets 80 8 1 89
benefits paid 57 – – 57
contributions paid by employer 23 – 1 24
actuarial losses 91 16 – 107
settlements – 26 – 26
acquisitions – – 297 297
currency translations – 9 25 16
plan asset at 31 march 2008 942 82 324 1348
the fair value of assets in pension schemes and the expected rates of return were 
miller south africa latin america grolsch other total
longterm longterm longterm longterm longterm
rate of rate of rate of rate of rate of 
usm return usm return usm return usm return usm return usm
at 31 march 2008
equities 455 90 7 120 – – 120 73 – – 582
bonds 293 61 – 90 – – 186 48 – – 479
cash 1 48 72 70 –––––– 73
international equities 138 90 – 120 –––––– 138
property and other 55 69 3 120 – – 18 73 – – 76
total fair value of assets 942 82 – 324 – 1348
present value of scheme 
liabilities 1101 55 203 325 33 1717
deficitsurplus in the scheme 159 27 203 1 33 369
unrecognised pension asset 
due to limit – 27 – – – 27
pension liability recognised 159 – 203 1 33 396
at 31 march 2007
equities 484 90 66 120 –––––– 550
bonds 301 65 37 90 –––––– 338
cash – 30 21 70 –––––– 21
international equities 153 90 – 108 –––––– 153
property and other 49 70 1 108 –––––– 50
total fair value of assets 987 125 – – – 1112
present value of scheme 
liabilities 1151 78 167 – 32 1428
deficitsurplus in the scheme 164 47 167 – 32 316
unrecognised pension asset 
due to limit – 47 – – – 47
pension liability recognised 164 – 167 – 32 363
the expected longterm rate of return on miller fund assets is 8 this is determined by considering the weighted expected return of
each asset class within the fund based on input from both russell investments the miller pension plan’s investment manager and hewitt
associates the plan’s actuary all funds are actively managed and returns are based on both the expected performance of the asset
class and the performance of fund managers
overview operating and financial review governance financial statements shareholder information 128 notes to the consolidated financial statements
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
the amounts recognised in the balance sheet are as follows
defined benefit pension plans medical and other postretirement benefits
south latin south
miller africa america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm usm
at 31 march 2008
present value of 
scheme liabilities 1101 55 203 325 33 1717 519 42 60 621
fair value of plan assets 942 82 – 324 – 1348 ––––
159 27 203 1 33 369 519 42 60 621
unrecognised assets due 
to limit – 27 – – – 27 ––––
net liability recognised on 
balance sheet 159 – 203 1 33 396 519 42 60 621
at 31 march 2007
present value of scheme 
liabilities 1151 78 167 – 32 1428 537 46 53 636
fair value of plan assets 987 125 – – – 1112 ––––
164 47 167 – 32 316 537 46 53 636
unrecognised assets due 
to limit – 47 – – – 47 ––––
net liability recognised on 
balance sheet 164 – 167 – 32 363 537 46 53 636
in respect of south africa the pension asset recognised must be 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 as the 
surplus apportionment exercise required in terms of the south african legislation has not yet been performed in addition the net
income statement gain of us4 million 2007 charge of us43 million and net actuarial loss taken directly to equity of us21 million
2007 gain of us27 million are not recognised in the financial statements
the amounts recognised in net operating expenses in the income statement are as follows
defined benefit pension plans medical and other postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2008
current service costs 25 4 2 2 33 11 2 2 11
interest costs 67 12 – 2 81 31 4 5 40
expected return on plan assets 80 – 1 – 81––––
settlements and curtailments 5 – –274 – – 4
7 16 1 2 26 38 6 3 47
at 31 march 2007
current service costs 28 9 – 4 41 12 1 – 13
interest costs 61 10 – 1 72 33 3 6 42
expected return on plan assets 72 ––– 72 ––––
settlements and curtailments ––––– 1–– 1
17 19 – 5 41 44 4 6 54
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 129
sabmiller plc annual report 2008
30 pensions and postretirement benefits continued
the amounts recognised in the statement of recognised income and expense are as follows 
defined benefit pension plans medical and other postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2008
actual lossreturn on plan assets 10 – 1 – 9 ––––
less expected return on plan assets 80 – 1 – 81 ––––
experience gainslosses arising on
scheme assets 90 – – – 90 ––––
scheme liabilities 3 – – – 3 1 – – 1
changes in actuarial assumptions 76 3 – 18034 – 640
other actuarial gainslosses – 1 –– 1 ––––
actuarial lossesgains recognised 11 2 – 1 8 33 – 6 39
at 31 march 2007
actual return on plan assets 100 – – 100 ––––
less expected return on plan assets 72 – – 72 ––––
experience gainslosses arising on
scheme assets 28 – – 28 ––––
scheme liabilities 62 – – 62 22 – – 22
changes in actuarial assumptions 6 5 – 1 8 3 1 6
actuarial lossesgains recognised 28 5 – 33 30 3 1 28
the cumulative amounts recognised in equity are as follows
2008 2007
usm usm
at 31 march 173 168
net actuarial gainslosses recognised in the year 31 5
cumulative actuarial losses recognised 142 173
history of actuarial gains and losses
2008 2007 2006 2005
usm usm usm usm
experience gainslosses of plan assets 90 28 31 15
percentage of plan assets 7 3 3 2
experience lossesgains of scheme liabilities 2 62 4 21
percentage of scheme liabilities 0 3 0 1
fair value of plan assets 1348 1112 1038 959
present value of scheme liabilities 2338 2064 1939 1682
deficit in the schemes 990 952 901 723
unrecognised assets due to limit 27 47 73 68
net liability recognised in balance sheet 1017 999 974 791
contributions expected to be paid into the group’s major defined benefit schemes during the annual period after 31 march 2008 are 
us90 million
a 1 increase and a 1 decrease in the assumed healthcare cost of inflation will have the following effect on the group’s major post
employment medical benefits
2008
increase decrease
usm usm
current service costs 3 2
interest costs 10 8
accumulated postemployment medical benefit costs 119 98
overview operating and financial review governance financial statements shareholder information 130 notes to the consolidated financial statements
sabmiller plc annual report 2008
31 related party transactions
a parties with significant influence over the group altria group inc altria and santo domingo group sdg
the miller brewing company has received various services from altria which holds a 286 shareholding in sabmiller plc including
insurance claims processing leasehold accommodation and other administrative services with an aggregate cost of us01 million
2007 us04 million of which usnil was outstanding at 31 march 2008 2007 usnil
the santo domingo group sdg is a related party of the group by virtue of its 15 shareholding in sabmiller plc in the current year
provisions for impairment of us13 million 2007 usnil were recorded against receivables owing from companies controlled by the
sdg the group has also made a donation of us8 million to the fundacion mario santo domingo transactions with the sdg in 2007
totalled us01 million at 31 march 2008 usnil 2007 us06 million was owing to the sdg
bavaria sa is jointly and severally liable with valorem sa part of the sdg for the pension obligations of avianca sa a former part 
of the sdg which was sold by the sdg in 2004 the maximum obligation is for us150 million which corresponds to the initial
actuarial value of the obligation 
b associates
2008 2007
usm usm
purchases from associates
1
214 213
sales to associates
2
22 2
dividends received
3
91 102
management and guarantee fees received
4
– 3
1 the group purchased canned cocacola products for resale from cocacola canners of southern africa pty limited cocacola and purchased
inventory from metalforma sa industria nacional de plasticos sa and envases del istmo sa in panama
2 the group made sales of beer to tsogo sun holdings pty limited tsogo sun and madadeni beer wholesaler pty ltd
3 the group received dividends from société des brasseries et glacières internationales and brasseries internationales holding ltd castel 
of us27 million 2007 us22 million kenya breweries limited kenya us15 milion 2007 us5 million cocacola us4 million 
2007 us5 million distell group limited of us17 million 2007 us14 million and tsogo sun us28 million 2007 us56 million
4 the group received guarantee fees from tsogo sun 
2008 2007
usm usm
at 31 march
amounts owed by associates
1
– 1
amounts owed to associates
2
20 31
1 amounts owed by delta and kenya
2 amounts owed by sab ltd to cocacola canners pty ltd
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
2008 there are 24 members of key management key management compensation is provided in note 6c
32 post balance sheet events
in may 2008 the company announced that it had agreed to acquire a 9984 interest in the ukrainian brewer cjsc sarmat acquiring
gross assets of approximately us130 million the transaction is subject to approval by the ukrainian competition authorities and other
customary preclosing conditions also in may 2008 the group entered into an additional us1000 million committed facility maturing
in june 2009 and a new threeyear committed facility totalling us600 million
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 131
sabmiller plc annual report 2008
33 principal subsidiary and associated undertakings
the principal subsidiary undertakings of the group as at 31 march were as follows
effective interest in
country of principal
ordinary share capital
name incorporation activity 2008 2007
central administration
sabmiller holdings limited united kingdom holding company 100 100
sabmiller finance bv
4
netherlands holding company 100 100
sabsa holdings pty limited south africa holding company 100 100
sabmiller africa and asia bv
4
netherlands holding company 100 100
sabmiller international bv netherlands trademark owner 100 100
sabmiller latin america ltd united kingdom holding company 100 100
north american operations
miller brewing company usa brewing 100 100
miller brewing west limited partnership usa brewing 100 100
miller brewing east inc usa brewing 100 100
miller products company usa intellectual property
marketing 100 100
mbc1 llc usa brewing 100 100
mbc2 llc usa brewing 100 100
latin american operations
bavaria sa colombia brewingsoft drinks 99 99
cervecería leona sa
5
colombia brewing – 99
cervecería uníon sa colombia brewing 98 98
union de cervecerías peruanas 
backus y johnston saa
23
peru brewing 93 93
cervecería san juan sa
23
peru brewingsoft drinks 86 86
compañia cervecera del sur del peru sa
6
peru brewing – 90
cervecería andina sa
7
ecuador brewing – 86
cervecería nacional cn sa
10
ecuador brewing 95 97
latin development corporation panama holding company 99 100
cervecería nacional sa
2
panama brewing 97 90
bevco ltd british virgin islands holding company 100 100
corporación cervecera hondureña sa
8
honduras distribution company – 98
cervecería hondureña sa honduras brewingsoft drinks 99 98
industrias la constancia sa el salvador brewingsoft drinks 100 100
european operations
sabmiller holdings europe limited united kingdom holding company 100 100
spa birra peroni italy brewing 100 100
ursus breweries sa romania brewing 99 99
compania cervecera de canarias sa spain brewing 51 51
dreher sörgyárak rt hungary brewing 100 100
sabmiller rus llc
9
russia brewing 100 100
kompania piwowarska sa
1
poland brewing 72 72
plzensk ´ y prazdroj as czech republic brewing 100 100
miller brands uk ltd united kingdom sales  distribution 100 100
pivovary topvar as slovakia brewing 100 100
grolsche bierbrouwerij nederland nv netherlands brewing 100 –
overview operating and financial review governance financial statements shareholder information 132 notes to the consolidated financial statements
sabmiller plc annual report 2008
33 principal subsidiary and associated undertakings continued
effective interest in
country of principal
ordinary share capital
name incorporation activity 2008 2007
african operations
sabmiller africa bv netherlands holding company 62 62
sabmiller botswana bv netherlands holding company 62 62
accra brewery ltd
2
ghana brewing 43 43
botswana breweries ltd botswana sorghum brewing 31 31
cervejas de moçambique sarl
2
mozambique brewing 49 49
cocacola bottling luanda ltd angola soft drinks 28 28
cocacola bottling sul de angola sarl angola soft drinks 37 37
chibuku products ltd malawi sorghum brewing 31 31
kgalagadi breweries ltd botswana brewingsoft drinks 31 31
lesotho brewing company pty ltd lesotho brewingsoft drinks 24 24
national breweries plc
2
zambia sorghum brewing 43 43
nile breweries ltd uganda brewing 60 60
swaziland brewers ltd swaziland brewing 37 37
tanzania breweries ltd
2
tanzania brewing 33 33
zambian breweries plc
2
zambia brewingsoft drinks 54 54
asian operations
sabmiller asia bv netherlands holding company 100 100
sabmiller aa 2 ltd united kingdom holding company 100 100
sabmiller india ltd india holding company 100 100
skol breweries india india brewing 99 99
fosters india private ltd india brewing 100 100
south african operations
the south african breweries ltd south africa brewingsoft drinks
holding company 100 100
the south african breweries hop farms pty ltd south africa hop farming 100 100
southern associated maltsters pty ltd south africa maltsters 100 100
appletiser south africa pty ltd south africa fruit juices 100 100
notes
1 sabmiller poland bv a whollyowned subsidiary of sabmiller europe holds 719 of kompania piwowarska sa at 31 march 2008
2 listed in country of incorporation
3 this is based on the effective economic interest
4 operates in the uk
5 merged into bavaria sa
6 merged into backus
7 merged into compañia de cervezas nacionales ca
8 merged into cervecería hondureña sa
9 previously kaluga brewing company – name changed during the year
10 previously compañia de cervezas nacionales ca – name changed during the year
the group comprises a large number of companies the list above only includes those subsidiary undertakings which materially affect
the profit or net assets of the group or a business segment together with the principal intermediate holding companies of the group
with the exception of the companies noted in 4 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 group’s 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 group’s effective interest in its african operations was diluted as a result of the disposal of a 38 interest in sabmiller africa bv 
on 1 april 2001 in exchange for a 20 interest in the castel group’s african beverage interests the operations continue to be
consolidated due to sabmiller africa bv’s majority shareholdings and ability to control the operations
botswana breweries pty ltd and kgalagadi breweries pty ltd
sabmiller africa holds 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 africa’s shares entitle the holder to twice the voting rights of
those shares held by sechaba brewery holdings ltd sabmiller africa’s 101 indirect interest 2007 101 is held via a 168
interest 2007 168 in sechaba brewery holdings ltd
lesotho brewing company pty ltd lesotho brewing
sabmiller africa holds a 39 interest in lesotho brewing with the remaining interest held by a government authority the lesotho
national development corporation 51 and the commonwealth development corporation 10 lesotho brewing is treated as 
a subsidiary undertaking based on the group’s ability to control its operations through its board representation the daytoday 
business operations are managed in accordance with a management agreement with bevman services ag a group company
notes to the consolidated financial statements 
continued notes to the consolidated financial statements 133
sabmiller plc annual report 2008
33 principal subsidiary and associated undertakings continued
cocacola bottling luanda sarl ccbl
sabmiller africa is the largest shareholder in ccbl with a 45 holding management control is exercised through a contractual
agreement with bevman services ag a group company
associated undertakings
the principal associated undertakings of the group as at 31 march are set out below where the group’s interest in an associated
undertaking is held by a subsidiary undertaking which is not whollyowned by the group the subsidiary undertaking is indicated 
in a note below
effective interest in
country of principal
ordinary share capital
name incorporation activity 2008 2007
european operations
grolsch uk ltd united kingdom brewing 50 –
african operations
delta corporation ltd
12
zimbabwe brewingsoft drinks 22 22
kenya breweries ltd
25
kenya brewing 12 12
société des brasseries et glacières internationales
6
france holding company for 
subsidiaries principally 
located in africa 20 20
brasseries internationales holding ltd
6
gibraltar holding company for 
subsidiaries principally 
located in africa 20 20
marocaine d’investissements et de services
36
morocco brewing 40 40
société de boissons de i’ouest algerien
46
algeria soft drinks 40 40
skikda bottling company
46
algeria soft drinks 40 40
société des nouvelles brasseries
46
algeria brewing 40 40
algerienne de bavaroise
46
algeria brewing 25 25
empressa cervejas de n’gola sarl angola brewing 28 28
asian operations
china resources snow breweries ltd
6
british virgin holding company for brewing
islands subsidiaries located in china 49 49
pacific beverages pty ltd
6
australia sales and distribution 50 50
vietnam dairy products joint stock company vinamilk vietnam brewing 50 50
south african operations
cocacola canners of southern africa pty ltd
6
south africa canning of beverages 32 32
distell group ltd
15
south africa wines and spirits 29 29
madadeni beer wholesaler pty ltd
7
south africa distribution 35 70
hotels and gaming
tsogo sun holdings pty ltd south africa holding company for 
hotels and gaming operations 49 49
notes
1 listed in country of incorporation
2 interests in these companies are held by sabmiller africa bv which is held 62 by sabmiller africa and asia bv
3 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 this 25 interest together with its 20 interest in the castel group’s african beverage interests gives sabmiller an
effective participation of 40 the other 60 being held by the castel group’s african beverage interests 
4 effective 18 march 2004 sabmiller acquired 25 of the castel group’s holding in these entities together with its 20 interest in the castel group’s
african beverage interests this gives sabmiller participation on a 4060 basis with the castel group
5 these entities report their financial results for each 12month period ending 30 june 
6 these entities report their financial results for each 12month period ending 31 december 
7 formerly a subsidiary 
the principal country in which each of the above associated undertakings operates is the same as the country in which each is
incorporated however société des brasseries et glacières internationales and brasseries internationales holding ltd’s castel 
group principal subsidiaries are in africa and china resources snow breweries ltd’s principal subsidiaries are in the people’s 
republic of china
overview operating and financial review governance financial statements shareholder information 134 statement of directors’ responsibilities
sabmiller plc annual report 2008
the directors are responsible for preparing the annual report 
the directors’ remuneration report and the parent financial
statements in accordance with applicable law and regulations 
company law requires the directors to prepare financial
statements for each financial year under that law the directors
have prepared the parent company financial statements in
accordance with applicable law and united kingdom accounting
standards united kingdom generally accepted accounting
practice the parent company financial statements are required
by law to give a true and fair view of the state of affairs of the
company for that year
in preparing those financial 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 consolidated financial statements comply 
with applicable uk accounting standards and
■ prepare the financial statements on the going concern 
basis unless it is inappropriate to presume that the 
company will continue in business
the directors confirm that they have complied with the 
above requirements in preparing the financial statements
the directors are responsible for keeping proper accounting
records that disclose with reasonable accuracy at any time the
financial position of the company and to enable them to ensure
that the financial statements and the directors’ remuneration
report comply with the companies act 1985 they are also
responsible for safeguarding the assets of the company and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities
in addition the companies act 1985 requires directors to provide
the company’s 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 the directors having made appropriate enquiries
confirm that
■ so far as the director is aware there is no relevant audit
information of which the company’s 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 company’s
auditors are aware of that information
the directors’ responsibilities for publishing the company
accounts on the internet are stated on page 60 
statement of directors’ responsibilities 
on the company financial statements independent auditors’ report 135
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
we have audited the parent company financial statements of
sabmiller plc for the year ended 31 march 2008 which comprise
the balance sheet and the related notes these parent company
financial statements have been prepared under the accounting
policies set out therein we have also audited the information in
the directors’ remuneration report that is described as having
been audited
we have reported separately on the group financial statements 
of sabmiller plc for the year ended 31 march 2008 
respective responsibilities of directors and auditors
the directors’ responsibilities for preparing the annual report 
the directors’ remuneration report and the parent company
financial statements in accordance with applicable law and 
united kingdom accounting standards united kingdom 
generally accepted accounting practice are set out in the
statement of directors’ responsibilities
our responsibility is to audit the parent company financial
statements and the part of the directors’ remuneration report 
to be audited in accordance with relevant legal and regulatory
requirements and international standards on auditing uk and
ireland this report including the opinion has been prepared 
for and only for the company’s members as a body in accordance
with section 235 of the companies act 1985 and for no other
purpose we do not in giving this opinion 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
we report to you our opinion as to whether the parent company
financial statements give a true and fair view and whether the
parent company financial statements and the part of the directors’
remuneration report to be audited have been properly prepared
in accordance with the companies act 1985 we also report to
you whether in our opinion the information given in the directors’
report is consistent with the parent company financial statements
the information given in the directors’ report includes that
specific information presented in the operating and financial
review and the ordinary shareholding analyses that is cross
referred from the principal activities and business review and 
the substantial shareholdings sections of the directors’ report
in addition we report to you if in our opinion the company has
not kept proper accounting records if we have not received all 
the information and explanations we require for our audit or if
information specified by law regarding directors’ remuneration 
and other transactions is not disclosed
we read other information contained in the annual report 
as described in the contents and consider whether it is
consistent with the audited parent company financial statements
we consider the implications for our report if we become aware 
of any apparent misstatements or material inconsistencies with
the parent company financial statements our responsibilities 
do not extend to any other information
basis of audit opinion
we conducted our audit in accordance with international
standards on auditing uk and ireland issued by the auditing
practices board an audit includes examination on a test 
basis of evidence relevant to the amounts and disclosures 
in the parent company financial statements and the part of the
directors’ remuneration report to be audited it also includes 
an assessment of the significant estimates and judgments 
made by the directors in the preparation of the parent company
financial statements and of whether the accounting policies are
appropriate to the company’s circumstances consistently applied
and adequately disclosed
we planned and performed our audit so as to obtain all the
information and explanations which we considered necessary 
in order to provide us with sufficient evidence to give reasonable
assurance that the parent company financial statements and the
part of the directors’ remuneration report to be audited are free
from material misstatement whether caused by fraud or other
irregularity or error in forming our opinion we also evaluated the
overall adequacy of the presentation of information in the parent
company financial statements and the part of the directors’
remuneration report to be audited
opinion
in our opinion
■ the parent company financial statements give a true and fair
view in accordance with united kingdom generally accepted
accounting practice of the state of the company’s affairs as 
at 31 march 2008
■ the parent company financial statements and the part of the
directors’ remuneration report to be audited have been
properly prepared in accordance with the companies act
1985 and
■ the information given in the directors’ report is consistent 
with the parent company financial statements
pricewaterhousecoopers llp
chartered accountants and registered auditors
london
2 june 2008
independent auditors’ report 
to the members of sabmiller plc 136 balance sheet of sabmiller plc
sabmiller plc annual report 2008
2008 2007
notes usm usm
fixed assets
tangible fixed assets 2 52 37
investment in subsidiary undertakings 3 13429 12818
derivative financial instruments 8 185 34
13666 12889
current assets
debtors – amounts falling due within one year 4 7658 1777
derivative financial instruments 8 18 5
shortterm deposits 5 301 301
cash at bank and in hand – 26
7977 2109
creditors – amounts falling due within one year 6 1144 1287
net current assets 6833 822
total assets less current liabilities 20499 13711
creditors – amounts falling due after more than one year 7 7817 2556
net assets 12682 11155
capital and reserves
share capital 158 158
share premium 6176 6137
merger relief reserve 3395 3395
hedge reserve 1 –
profit and loss reserve 2954 1465
total shareholders’ funds 9 12682 11155
the balance sheet was approved by the board of directors on 2 june 2008 and were signed on its behalf by
graham mackay malcolm wyman
chief executive officer chief financial officer
the notes on pages 137 to 145 form part of the financial statements
advantage has been taken of the provisions of section 2303 of the companies act 1985 which permit the omission of a separate
profit and loss account for sabmiller plc the profit for the parent company for the year was us2179 million 2007 us786 million
balance sheet of sabmiller plc
at 31 march notes to the company financial statements 137
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
notes to the company financial statements
a statement of compliance
sabmiller plc the company is a public limited company
incorporated in great britain and registered in england and wales
the company financial statements have been prepared under 
the historical cost convention as modified for the revaluation of
financial instruments in accordance with the companies act 1985
and with accounting standards applicable in the united kingdom
uk gaap a summary of the significant company accounting
policies is set out below together with an explanation of where
changes have been made to previous policies on the adoption 
of new accounting standards in the year
the company has not presented a cash flow statement or
provided details of related party transactions as permitted under
frs 1 revised cash flow statements and frs 8 related 
party disclosures respectively
b investments in subsidiary undertakings
these comprise investments in shares and loans that the 
directors intend to hold on a continuing basis in the company’s
business the investments are stated at cost less provisions for
impairment a review for the potential impairment of an investment
is carried out if events or changes in circumstances indicate that
the carrying amount of the investment may not be recoverable
such impairment reviews are performed in accordance with 
frs 11
c foreign currencies
the financial statements are presented in us dollars which is the
company’s functional and presentational currency 
the south african rand zar and british pound gbp exchange
rates to us dollar used in preparing the company financial
statements were as follows
weighted average rate closing rate
zar gbp zar gbp
year ended 31 march 2007 706 189 729 197
year ended 31 march 2008 713 201 815 198
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 profit
other than those arising on financial liabilities which are recorded
within net finance costs
nonmonetary items that are measured in terms of historical cost
in a foreign currency are translated at the rate of exchange ruling
at the date of the transaction all other nonmonetary items
denominated in a foreign currency are translated at the rate of
exchange ruling at the balance sheet date 
d tangible fixed assets and depreciation
tangible fixed assets are stated at cost net of accumulated
depreciation and impairment losses
no depreciation is provided on freehold land or assets under
construction in respect of all other tangible fixed assets
depreciation is provided on a straightline basis at rates calculated
to write off the cost or valuation less the estimated residual value
of each asset evenly over its expected useful life as follows
office equipment and software 230 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 profit or loss 
on the sale of an asset is the difference between the disposal
proceeds and the net book value including any revaluation of 
the asset
e impairment
in accordance with frs 11 impairment of fixed assets and
goodwill fixed 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 fixed 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 flows resulting from its
continued use including those arising from its final disposal 
when the carrying values of fixed assets are written down by 
any impairment amount the loss is recognised in the profit 
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 profit
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 the lowest 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 financial liabilities
financial assets and financial liabilities are initially recorded at 
fair value plus any directly attributable transactions costs 
where applicable for those financial 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 benefits such assets consist of cash
equity instruments a contractual right to receive cash or another
financial asset or a contractual right to exchange financial
instruments with another entity on potentially favourable terms
financial assets are derecognised when the rights to receive cash
flows from the asset have expired or have been transferred and
the company has transferred substantially all risks and rewards 
of ownership
1 accounting policies 138 notes to the company financial statements
sabmiller plc annual report 2008
notes to the company financial statements 
continued
financial liabilities are recognised when there is an obligation to
transfer benefits and that obligation is a contractual liability to
deliver cash or another financial asset or to exchange financial
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 financial assets 
and liabilities which are in determinable monetary amounts 
the relevant financial assets and liabilities are offset interest 
costs are charged against income in the year in which they
accrue premiums or discounts arising from the difference
between the net proceeds of financial instruments purchased 
or issued and the amounts receivable or repayable at maturity 
are included in the effective interest calculation and taken to net
interest payable over the life of the instrument
i loans and receivables
loans and receivables are nonderivative financial assets with
fixed 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 they are included in current assets except for
maturities of greater than 12 months after the balance sheet date
which are classified as noncurrent assets loans and receivables
are included in trade and other receivables in the balance sheet
investments in this category are initially recognised at fair value
including originating fees and transaction costs and subsequently
measured at amortised cost using the effective interest method
less provision for impairment
ii trade debtors
trade debtors are initially recognised at fair value and
subsequently measured at amortised cost less provision for
impairment a provision for impairment of trade debtors is
established when there is objective evidence that the company 
will not be able to collect all amounts due according to the 
terms of the receivables the impairment is recognised in the
income statement
iii cash and cash equivalents
cash and cash equivalents include cash in hand bank deposits
repayable on demand other shortterm highly liquid investments
with original maturities of three months or less term deposits with
maturities of more than three months are shown as term deposits
on the balance sheet bank overdrafts are shown within creditors
– amounts falling due within one year
iv derivative financial assets and financial liabilities
derivative financial assets and financial liabilities are financial
instruments whose value changes in response to an underlying
variable require little or no initial investment and are settled in 
the future
these include derivatives embedded in host contracts such
embedded derivatives need not be accounted for separately if the
host contract is already fair valued if it would not be considered
as a derivative if it was freestanding or if it can be demonstrated
that it is closely related to the host contract there are certain
currency exemptions which the company 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 financial assets and liabilities are analysed between
current and noncurrent 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 k for the company’s
accounting policy on hedge accounting
v trade creditors
trade creditors are initially recognised at fair value and
subsequently measured at amortised cost
trade creditors are analysed between current and noncurrent
liabilities on the face of the balance sheet depending on when 
the obligation to settle will be realised
vi 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 classified as
current liabilities unless the company has an unconditional right to
defer settlement of the liability for at least 12 months from the
balance sheet date
vii financial guarantees
frs 26 amendment requires that issued financial guarantees
other than those previously asserted by the entity to be insurance
contracts are to be initially recognised at their 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 defined in frs 26 as contracts
that require the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to
make payment when due in accordance with the original or
modified terms of a debt instrument 
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
is established
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 profits against which to recover carried forward tax losses
and from which the future reversal of underlying timing differences
can be deducted
deferred tax is measured at the average tax rates that are
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 by the balance sheet date
deferred tax is measured on a nondiscounted basis
1 accounting policies continued notes to the company financial statements 139
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
i dividend distributions
in accordance with frs 21 dividend distributions to equity
holders are recognised as a liability in the financial statements 
of the company in the period in which the dividends are approved 
by the company’s 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 sharebased compensation
the company operates several equitysettled sharebased
compensation schemes these include option plans with and
without nonmarket performance conditions attached
in accordance with frs 20 an expense is recognised to spread
the fair value of each award granted after 7 november 2002 
over the vesting period on a straightline basis after allowing for
an estimate of the share awards that will eventually vest this
expense is offset by a corresponding adjustment made to equity
over the remaining vesting period the estimate of the level of
vesting 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
the charge is not reversed if the options have not been 
exercised because the market value of the shares is lower than
the option 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
the issuance by the company to its subsidiaries of a grant over
the company’s options represents additional capital contributions
by the company in 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 grant’s vesting period
k hedge accounting
the derivative instruments used by the company which are 
used solely for hedging purposes ie to offset foreign exchange
and interest rate risks comprise interest rate swaps and forward
foreign exchange contracts such derivative instruments are 
used to alter the risk profile of an existing underlying exposure 
of the company in line with the company’s risk management
policies the company also has derivatives embedded in other
contracts primarily cross border foreign currency supply contracts
forraw materials 
derivatives are initially recorded at fair value on the date a
derivative contract is entered into and are subsequently re
measured 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
to document 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 of recognised assets or liabilities or a firm commitment fair
value hedge interest costs are charged against income in the
year in which they accrue premiums or discounts arising from 
the difference between the net proceeds of financial instruments
purchased or issued and the amounts receivable or repayable 
at maturity are included in the effective interest calculation and
taken to net interest payable over the life of the instrument
i fair value hedges
fair value hedges comprise derivative financial instruments
designated in a hedging relationship to manage the company’s
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 profit and 
loss account in the period incurred gains or losses on fair value
hedges that are regarded as highly effective are recorded in the
profit and loss account together with the gain or loss on the
hedged item attributable to the hedged risk
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
certain derivative instruments while providing effective economic
hedges under the company’s 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 profit and loss account the
company does not hold or issue derivative financial instruments
for speculative purposes
details of the group’s financial risk management objectives 
and policies are provided on pages 39 and 40
ii cash flow hedges
cash flow hedges comprise derivative financial instruments
designated in a hedging relationship to manage currency risk 
to which the cash flows of certain liabilities are exposed the
effective portion of changes in the fair value of the derivative that
is designated and qualifies for hedge accounting is recognised 
as a separate component of equity the ineffective portion is
recognised immediately in the income statement amounts
accumulated in equity are recycled to the income statement in the
period in which the hedged item affects profit or loss however
where a forecasted transaction results in a nonfinancial asset or
liability the accumulated fair value movements previously deferred
in equity are included in the initial cost of the asset or liability
l operating leases
rentals paid on operating leases are charged to the profit and
loss account on a straightline basis over the lease term
m pension obligations
the company operates a defined contribution scheme
contributions to this scheme are charged to the profit and loss
account as incurred
1 accounting policies continued 140 notes to the company financial statements
sabmiller plc annual report 2008
notes to the company financial statements 
continued
2 tangible fixed assets
short 
assets in leasehold office
course of land and equipment
construction buildings and software total
usm usm usm usm
cost
at 1 april 2006 513 8 26
additions 16 – 1 17
transfers 2 – 2 –
at 31 march 2007 19 13 11 43
additions 1 2 22 25
transfers 14 1 13 –
at 31 march 2008 6 16 46 68
accumulated depreciation
at 1 april 2006 –1 –1
depreciation –235
at 31 march 2007 –336
depreciation –28 10
at 31 march 2008 – 5 11 16
net book amount
at 1 april 2006 512 8 25
at 31 march 2007 19 10 8 37
at 31 march 2008 6 11 35 52
3 investment in subsidiary undertakings
shares loans total
usm usm usm
at 1 april 2006 11847 – 11847
additions 3268 4104 7372
capital contribution relating to sharebased payments 11 – 11
disposals 6412 – 6412
at 31 march 2007 8714 4104 12818
exchange adjustments –7575
additions 4351 – 4351
capital contribution relating to sharebased payments 28 – 28
disposals 3488 355 3843
at 31 march 2008 9605 3824 13429
see note 12 to these financial statements for details of additional investment in a subsidiary undertaking after 31 march 2008 notes to the company financial statements 141
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
3 investment in subsidiary undertakings continued
the investment in subsidiary undertakings is shown as follows all interests are 100 unless stated otherwise
country of 2008 2007
name incorporation principal activity usm usm
sabmiller holdings ltd england group holding company 5435 5179
miller brands uk ltd england sales and distribution company 32 23
sab finance cayman islands ltd cayman islands finance company – –
sab holdings ag switzerland holding company 22 –
sabmiller management bv netherlands management services to fellow group companies – –
appletiser international bv netherlands holding company – –
sabmiller safari england finance company 506 –
pilsner international bv netherlands holding company – –
sabmiller holdings europe ltd england holding company 1565 –
sabmiller africa bv
1
netherlands holding company 897 –
sabmiller botswana bv
1
netherlands holding company 130 –
sabmiller asia ltd hong kong holding company 966 –
racetrack colombia finance sa colombia finance company – –
sab ltd england holding company – 217
sab management services ltd england management services to fellow group companies – 2
sabmiller africa and asia ltd england holding company – 37
sabmiller aa2 ltd england holding company – 161
sabmiller latin america ltd england holding company – 3071
9553 8690
capital contribution relating to sharebased payments 52 24
9605 8714
1 62 effective interest in ordinary share capital
4 debtors – amounts falling due within one year
2008 2007
usm usm
amounts owed by group undertakings 7618 1752
other debtors 40 25
7658 1777
included in the table above are debtors due after more than one year of us18 million 2007 us22 million
5 shortterm deposits
2008 2007
usm usm
shortterm deposits 301 301
the effective interest rate on shortterm deposits is 622 2007 625 142 notes to the company financial statements
sabmiller plc annual report 2008
notes to the company financial statements 
continued
6 creditors – amounts falling due within one year
2008 2007
usm usm
bank overdrafts 2 –
unsecured bank loans
i
– 529
commercial paper
i
176 627
amounts owed to subsidiary undertakings 875 38
taxation and social security 5 2
derivative financial instruments see note 8 2 2
other creditors 17 33
payrollrelated creditor 23 22
accruals and deferred income 43 33
dividends payable to shareholders 1 1
1144 1287
i further information relating to the unsecured bank loans and commercial paper is detailed in note 21 to the consolidated financial statements of the group
7 creditors – amounts falling due after more than one year
2008 2007
usm usm
us300 million 6625 guaranteed notes due 2033
i
327 297
us300 million libor  030 guaranteed notes due 2009
i
304 303
us600 million 620 guaranteed notes due 2011
i
608 607
us850 million 650 guaranteed notes due 2016
i
929 884
us2000 million multicurrency revolving credit facility rcf
i
2069 372
loans from subsidiary undertakings
ii
3240 –
derivative financial instruments see note 8 304 56
other creditors 18 17
deferred income 18 20
7817 2556
the maturity of creditors falling due after more than one year is as follows
between 1 and 2 years 461 7
between 2 and 5 years 2846 1349
after 5 years 4510 1200
7817 2556
i further information relating to the rcf and the guaranteed notes is detailed in note 21 to the consolidated financial statements of the group
ii loans from subsidiary undertakings are unsecured and bear interest at a rate of 12 month us libor plus 5 or 10 basis points depending upon the
country where the company receiving the loan is located
8 financial instruments
assets liabilities assets liabilities
2008 2008 2007 2007
usm usm usm usm
current derivative financial instruments
forward foreign currency contracts 17 – 5 2
forward foreign currency contracts designated as cash flow hedges 1 2 ––
18 2 5 2
noncurrent derivative financial instruments
interest rate swaps designated as fair value hedges 102 – 28 3
interest rate swaps designated as cash flow hedges 1 6 – 2
cross currency swaps 82 298 6 51
185 304 34 56 notes to the company financial statements 143
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
8 financial instruments continued
derivatives designated as hedging instruments
i cash flow hedges
the company has entered into forward foreign currency contracts and interest rate swaps both designated as cash flow hedges 
to manage shortterm foreign currency exposures and to manage the interest rate on borrowings respectively
the fixed interest rates paid vary from 5383 to 5394 usd hedges 4055 eur hedge and 5275 pln hedge and the
floating rates received are libor euribor and wibor plus zero basis points as at 31 march 2008 the carrying values of the
hedged borrowings were us300 million eur 130 million and pln 120 million 2007 us300 million eur 130 million and 
pln 120 million
ii fair value hedges
the company has entered into interest rate swaps to pay floating and receive fixed interest which have been designated as fair value
hedges to manage changes in the fair value of its fixed rate borrowings the borrowings and the interest rate swaps have the same
critical terms
as at 31 march 2008 the fixed interest rates received vary from 55 to 6625 2007 55 to 6625 and floating interest rates
paid vary from libor plus 716 basis points to libor plus 13175 basis points 2007 libor plus 716 basis points to libor plus
13175 basis points on the notional amount as at 31 march 2008 the carrying value of the hedged borrowings was us897 million
2007 us824 million
standalone derivative financial instruments
i forward foreign currency contracts
the company has entered into several forward foreign currency contracts to manage the group’s exposure to foreign exchange risk 
on the investments in subsidiaries in south africa
ii cross currency swaps
the company has entered into several cross currency swaps to manage the group’s exposure to foreign exchange risk on the
investments in subsidiaries in south africa poland czech republic and italy
analysis of notional amounts on all outstanding financial instruments held by the company is as follows
2008 2007
m m
forward foreign currency contracts
– sa rand 2211 1751
interest rate swaps
– fair value hedges
– us dollar 800 800
– cash flow hedges
– us dollar 300 300
– polish zloty 120 120
– euro 130 130
cross currency swaps
– sa rand 2799 2799
– polish zloty 798 798
– czech krone 7888 7888
– euros 246 –
fair values of financial assets and financial liabilities
2008 2007
book fair book fair 
value value value value
usm usm usm usm
current borrowings 178 178 1156 1156
noncurrent borrowings 7477 7621 2463 2548
derivative financial instruments cash and cash equivalents shortterm deposits 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 values of the company’s fixed rate
loans are calculated by discounting expected future cash flows using the appropriate yield curve the book values of floating rate
borrowings approximate to their fair values 144 notes to the company financial statements
sabmiller plc annual report 2008
notes to the company financial statements 
continued
8 financial instruments continued
fair value gainloss on financial instruments recognised in the profit and loss account
2008 2007
usm usm
derivative financial instruments
interest rate swaps 1 1
interest rate swaps designated as fair value hedges 80 32
79 31
other financial instruments
noncurrent borrowings designated as fair value hedge 78 31
78 31
total fair value gainloss on financial instruments recognised in the profit and loss account 1 –
9 reconciliation of movements in shareholders’ funds
share share merger hedging profit and
capital premium relief reserve ebtloss account total
usm usm usm usm usm usm usm
at 1 april 2006 158 6099 3395 – 37 1399 11014
issue of shares – 38 –––– 38
profit for the financial year ––––– 786 786
dividends paid ––––– 681 681
purchase of own shares –––– 30 – 30
utilisation of ebt shares –––– 2 2 –
credit entry relating to sharebased payments––––– 7 7
capital contribution relating to share 
based payments ––––– 21 21
at 31 march 2007 158 6137 3395 – 65 1530 11155
issue of shares – 39 –––– 39
profit for the financial year ––––– 2179 2179
dividends paid ––––– 769 769
cash flow hedges – fair value loss – – – 1 – – 1
purchase of own shares –––– 33 – 33
utilisation of ebt shares –––– 8 8 –
credit entry relating to sharebased payments––––– 30 30
change in settlement basis of 
share incentive plan ––––– 54 54
capital contribution relating to share 
based payments ––––– 28 28
at 31 march 2008 158 6176 3395 1 90 3044 12682
foreign exchange differences recognised in the profit for the year except for those arising on financial instruments measured at 
fair value under frs 26 was us29 million 2007 us6 million details of auditors’ remuneration are provided in note 3 to the
consolidated financial statements of the group
further information relating to the share capital share premium and the ebt reserve of the company is detailed in note 26 to the
consolidated financial statements of the group for details of share option schemes please refer to the equitysettled plans in note 25
to the consolidated financial statements of the group details of dividends paid and proposed for the year are provided in note 9 to the
consolidated financial statements of the group  notes to the company financial statements 145
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
10 profit and loss information
employees
employee costs recognised in the profit and loss during the year were as follows
2008 2007
usm usm
wages and salaries 58 54
sharebased payments 17 7
social security costs 12 10
other pension costs 7 7
94 78
for further information relating to sharebased incentive schemes see note 25 to the consolidated financial statements of the group
at 31 march 2008 all schemes relate to the company during the year the share appreciation rights scheme was modified from cash
settled to equitysettled therefore at 31 march 2007 this scheme did not relate to the company
the average monthly number of employees for the year is shown on a fulltime equivalent basis and includes executive directors
2008 2007
number number
number of employees 249 209
details of directors’ remuneration for the year is provided in the report on directors’ remuneration on pages 49 to 59
11 other information
deferred tax assets have not been recognised in respect of the following 
2008 2007
usm usm
tax losses 10 22
capital allowances in excess of depreciation 7 1
sharebased payments 5 7
22 30
2008 2007
usm usm
capital expenditure contracted but not provided 1 4
for details of guarantees provided by the company see note 29 to the consolidated financial statements of the group 
at 31 march 2008 the company had annual commitments under noncancellable operating leases as follows 
2008 2007
usm usm
land and buildings
after five years 5 4
other
between two and five years 2 2
12 post balance sheet events
on 7 april 2008 the company acquired 100 of sabmiller africa and asia bv a holding company incorporated in the netherlands 
for us1827 million from sabmiller finance bv a subsidiary of the company in may 2008 the company entered into an additional
us1000 million committed facility maturing in june 2009 and a new threeyear committed facility totalling us600 million 146 fiveyear financial review
sabmiller plc annual report 2008
the information included in the fiveyear summary for the year ended 31 march 2004 is as published under uk gaap and has not been
restated to ifrs
ifrs ifrs ifrs ifrs uk gaap uk gaap
2008 2007 2006
1
2005 2005 2004
usm usm usm usm usm usm
income statements
revenue including associates’ share 23828 20645 17081 14543 14543 12645
revenue excluding associates’ share 21410 18620 15307 12901 12901 11366
operating profit 3448 3027 2575 2547 2104 1383
net finance costs 456 428 299 143 143 152
share of associates posttax results
3
272 205 177 148 159 115
taxation 976 921 779 823 776 534
minority interests 265 234 234 208 203 167
profit for the year 2023 1649 1440 1521 1141 645
adjusted earnings 2147 1796 1497 1224 1251 925
balance sheets
noncurrent assets 31686 25683 24286 12869 12287 11483
current assets 4127 3053 2829 2778 2941 2316
total assets 35813 28736 27115 15647 15228 13799
derivative financial instruments 531 209 178 – – –
borrowings 9658 7231 7602 3340 3339 3707
other liabilities and provisions 7380 6295 5750 3552 3586 3108
total liabilities 17569 13735 13530 6892 6925 6815
net assets 18244 15001 13585 8755 8303 6984
total shareholders’ equity 17545 14406 13043 8077 7665 6165
minority interests in equity 699 595 542 678 638 819
total equity 18244 15001 13585 8755 8303 6984
cash flow statements
ebitda 4518 4031 3348 2736 2740 2185
net working capital movements 242 13 57 56 52 107
net cash generated from operations 4276 4018 3291 2792 2792 2292
net interest paid net of dividends received 410 385 248 79 79 132
tax paid 969 801 869 625 625 456
net cash inflow from operating activities 2897 2832 2174 2088 2088 1704
net capital expenditure 1927 1351 984 738 738 549
net investments 5 2 2 456 456 211
net acquisition of subsidiaries and associates 1439 429 2644 897 897 515
net cash inflow before financing and dividends 464 1050 1456 909 909 429
management of liquid resources uk gaap only – – – – 658 16
net cash outflowinflow from financing 1240 455 1733 271 272 142
dividends paid 769 681 520 412 412 309
effect of exchange rates 113 18 11 56 – –
decreaseincrease in cash and cash equivalents 106 104 232 170 433 38
per share information us cents per share
basic earnings per share 1349 1102 1050 1255 941 541
diluted earnings per share 1342 1095 1043 1212 911 530
adjusted basic earnings per share 1431 1200 1091 1010 1032 776
net asset value per share 11083 9120 8280 5999 5692 4844
total number of shares in issue millions 15831 15796 15752 13465 13465 12727
other operating and financial statistics
return on equity  122 125 115 152 163 150
ebita margin  174 174 172 164 140 122
post exceptional ebitda margin  211 216 219 212 212 193
pbit interest cover times 82 76 92 144 122 82
total borrowings to total assets  270 252 280 213 219 269
cash flow to total borrowings  443 556 433 836 836 618
group turnover per employee us000s 3098 2781 2847 3155 3155 2872
average monthly number of employees 69116 66949 53772 40892 40892 39571
1 restated for the adjustments made to the provisional fair values relating to the bavaria group transaction
2 uk gaap information for share of associates’ results has been presented on the same basis as ifrs for ease of comparability
fiveyear financial review 
for the years ended 31 march fiveyear financial review 147
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
ifrs ifrs ifrs ifrs uk gaap uk gaap
2008 2007 2006 2005 2005 2004
usm usm usm usm usm usm
revenue including share of associates revenue
primary segmental analysis
latin america 5251 4392 2165 521 521 531
europe 5248 4078 3258 2909 2909 2420
north america 5120 4887 4912 4892 4892 4778
africa and asia 3367 2674 2221 1937 1937 1555
south africa
– beverages 4446 4274 4204 3995 3995 3135
– hotels and gaming 396 340 321 289 289 226
23828 20645 17081 14543 14543 12645
operating profit excluding share of associates
primary segmental analysis
latin america 953 810 387 90 48 31
europe 947 730 567 482 419 327
north america 462 366 454 487 261 189
africa and asia 330 272 257 249 242 187
south africa beverages 962 1043 1011 906 908 672
south africa hotels and gaming – –––––
corporate 94 101 86 82 85 57
group – excluding exceptional items 3560 3120 2590 2132 1793 1349
latin america 61 64 11 – – 6
europe – 24 – 51 51 6
north america 51 – – 111 7 14
africa and asia – – – 103 103 –
south africa beverages – –––– 13
corporate – 5 4 252 252 47
group – after exceptional items 3448 3027 2575 2547 2104 1383
ebita
primary segmental analysis
latin america 1071 915 436 90 91 76
europe 952 733 569 482 483 383
north america 477 375 454 487 497 424
africa and asia 568 467 422 383 384 306
south africa
– beverages 1026 1102 1062 956 958 708
– hotels and gaming 141 100 84 73 81 53
corporate 94 101 86 82 85 57
group 4141 3591 2941 2389 2409 1893 148 definitions
sabmiller plc annual report 2008
an explanation of some of the terms and abbreviations used 
in this annual report is shown below
financial definitions
adjusted earnings
adjusted earnings are calculated by adjusting headline earnings
for the amortisation of intangible assets excluding software
integration and reorganisation costs and the fair value movements
in relation to capital items for which hedge accounting cannot be
applied the tax and minority interests in respect of these items
are also adjusted
adjusted profit before tax clean pbt
this is defined as profit before tax and exceptional items and
includes the share of posttax results of associates before
exceptional items
cagr
the compound annual growth rate cagr is the average
compounded growth rate recorded over a series of years for 
a particular metric such as volume or revenue
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 comparable period 
in the prior year
ebita
this comprises operating profit before exceptional items
amortisation of intangible assets excluding software and 
includes the group’s share of associates’ operating profit 
on a similar basis
ebita margin 
this is calculated by expressing ebita as a percentage of group
revenue including share of associates’ revenue
ebitda
earnings before interest taxation depreciation and amortisation 
of intangibles excluding software ebitda this comprises the 
net cash generated from operations before working capital
movements
ebitda margin 
this is calculated on a preexceptional basis by expressing
ebitda as a percentage of revenue excluding share of
associates’ revenue
effective tax rate  
this is calculated by expressing total taxation including share of
associates’ tax excluding tax on exceptional items both group
and share of associates’ and tax on amortisation of intangible
assets excluding software as a percentage of profit before tax
exceptional items items of a capital nature and amortisation 
of intangible assets excluding software and including share 
of operating profit of associates and including their share of net
finance costs before tax minority interest and exceptional items
net asset value per share 
this is calculated by expressing shareholders’ funds as 
a percentage of the closing number of shares in issue
return on equity 
this is calculated by expressing adjusted earnings as 
a percentage of total shareholders’ equity
tsr
total shareholder return tsr is the measure of the returns that 
a company has provided for its shareholders reflecting share
price movements and assuming reinvestment of dividends
volumes
in the determination and disclosure of reported sales volumes 
the group aggregates the volumes of all consolidated subsidiaries
and its equityaccounted associates other than associates where
primary responsibility for daytoday management rests with
others such as castel and distell in these latter cases the
financial results of operations are equity accounted in terms 
of ifrs but volumes are excluded although contract brewing
volumes are excluded from total volumes turnover from 
contract brewing is included within group turnover
nonfinancial definitions
combined code
the combined code on corporate governance published 
by the uk financial reporting council
economy segment
taking an index where the bulk of the market volume is at a price
index of 100 the economy sector would index at around 85
normally all brands in this segment will be local brands in the
beer market the economy segment is usually dominated by 
local brands
fab
flavoured alcoholic beverage a readymixed alcoholic drink 
often containing some form of fruit flavouring ‘fab’ also stands
for fruit alcohol beverage which specifically refers to a readymixed
alcoholic drink containing fruit flavouring as opposed to nonfruit
flavouring such as caramel
international brewers index
the index of international brewers charts the share price
progression of an index of the company’s closest peers in the
global brewing industry anheuserbusch carlsberg heineken
inbev and molsoncoors relative to 1 april 2003 the index is
weighted relative to the market capitalisation of the brewers 
as at 1 april 2003
mainstream segment
mainstream represents the group of brands that constitute the
bulk of the market volume at a price index of 100 key to this
group is the leading volume brand in any market mainstream
brands tend to be local
organic growth
refers to a company’s growth rate excluding the effects from
acquisitions or disposals
pet
pet is short for polyethylene terephthalate a form of plastic 
which is used for bottling alcoholic and nonalcoholic drinks
premium segment worthmore segment in the us
the premium segment is dominated by international brands 
they are brands which consumers perceive to offer greater value
than mainstream brands and for which they are willing to pay a
premium mainstream brands are priced at about a price index 
of 100 and premium brands index at around 120 and above as 
a result the premium segment although small in volume terms
often generates a disproportionate level of profit when compared
to the mainstream and economy segments
strate
strate stands for share transactions totally electronic and 
is an unlisted company owned by jse limited and central
securities depository participants csdp and exists to allow
share transactions in south africa to be settled electronically
definitions ordinary shareholding analyses 149
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
listed below are analyses of holdings extracted from the register of ordinary shareholders at 31 march 2008
percentage 
number of of share 
shareholders capital
portfolio size
11000 26313 057
100110000 7309 142
10001100000 1315 286
1000011000000 551 1148
1000001 and over 112 8367
35600 10000
category
banks 72 026
endowment funds 343 028
individuals 24485 162
insurance companies 80 054
investment companies 32 136
medical aid schemes 25 005
mutual funds 396 407
nominees and trusts 8311 5557
pension funds 512 682
other corporate entities 1344 2943
35600 10000
substantial shareholdings
as at 14 may 2008 the company had received the following notifications of interests in voting rights of the issued share capital of the
company pursuant to rule 512 of the disclosure and transparency rules
percent
number of issued
of shares share capital
altria group inc 430000000 286
bevco ltd 225000000 150
capital group international inc 75945302 50
public investment corporation 55795729 37
legal  general group plc 45949930 30
the takeovers directive requires disclosure of persons with significant direct or indirect holdings of securities as at year end in addition
to the shareholdings noted above at year end allan gray investment council held approximately a 44 shareholding in the company
capital group companies inc whose holding incorporates that of capital group international inc above held approximately an
85 shareholding in the company
ordinary shareholding analyses 150 shareholders’ diary
sabmiller plc annual report 2008
financial reporting calendar and annual general meeting
annual general meeting july
announcement of interim results for halfyear to september november
preliminary announcement of annual results may
annual financial statements published june
dividends declared paid
interim november late december
final may august
strate
dealings and settlements on the jse limited jse are now exclusively in electronic form through the strate system such that share
certificates are no longer good for delivery on that exchange shareholders resident in south africa who currently retain their share
certificates and who may wish to deal on the jse are advised to contact computershare johannesburg or their professional adviser
regarding the options available to enable them to do so through the strate system 
unsolicited investment advice – warning to shareholders
the institute of chartered secretaries and administrators and the financial services authority fsa in the united kingdom have
published a joint warning to shareholders
over the last year many companies have become aware that their shareholders have received unsolicited phone calls or
correspondence concerning investment matters these are typically from overseasbased ‘brokers’ who target 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 and a 2006 survey by the fsa has reported that the average amount lost 
by investors is around £20000 it is not 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 the company
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 fsa before getting involved you can check at wwwmoneymadeclearfsagovuk
■ the fsa also maintains on its website a list of unauthorised overseas firms who are targeting or have targeted uk investors and any
approach from such organisations should be reported to the fsa so that this list can be kept up to date and any other appropriate
action can be considered if you deal with an unauthorised firm you would not be eligible to receive payment under the financial
services compensation scheme the fsa can be contacted by completing an online form at
wwwfsagovukpagesdoingregulatedlawalertsoverseass
■ inform our registrar’s compliance department by email ssdcapitaregistrarscom
details of any sharedealing facilities that the company endorses will be included in company mailings
more detailed information on this or similar activity can be found on the fsa website wwwfsagovukconsumer
a new multiagency operation was launched in january 2007 to target boiler room scams and to gather information from 
consumers who have been approached by or been a victim of boiler room operators 
operation archway an initiative by the city of london police combines resources from the fsa the serious fraud office 
the serious organised crime agency and every police force in the country
to report any approaches made by suspected boiler rooms to the fsa consumer helpline please email 
operationarchwaycityoflondonpnnpoliceuk or ring 0845 606 1234
south african shareholders may report such approaches to the financial services board fsb on
toll free 0800 10443
facsimile 012 347 0221
email infofsbcoza
complete the fsb online complaint form which can be found on their website wwwfsbcoza
shareholders’ diary administration 151
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
sabmiller plc
registration no 3528416
general counsel and group
company secretary
john davidson
registered office
sabmiller house
church street west
woking
surrey
england
gu21 6hs
facsimile 44 1483 264103
telephone 44 1483 264000
head office
one stanhope gate
london
england
w1k 1af
facsimile 44 20 7659 0111
telephone 44 20 7659 0100
internet address
wwwsabmillercom
investor relations
telephone 44 20 7659 0100
investorrelationssabmillercom
sustainable development
telephone 44 1483 264139
sustainabledevelopmentsabmillercom
independent auditors
pricewaterhousecoopers llp
1 embankment place
london
england
wc2n 6rh
facsimile 44 20 7822 4652
telephone 44 20 7583 5000
registrar united kingdom
capita registrars
the registry
34 beckenham road
beckenham
kent
england
br3 4tu
facsimile 44 20 8658 3430
telephone 44 20 8639 2157 outside uk
telephone 0870 162 3100 from uk
calls cost 10p per minute plus
network extras
ssdcapitaregistrarscom
wwwcapitaregistrarscom
registrar south africa
computershare investor services pty ltd
70 marshall street
johannesburg
po box 61051
marshalltown 2107
south africa
facsimile 27 11 370 5487
telephone 27 11 370 5000
united states adr depositary
the bank of new york
investor services
p o box 11258
church street station
new york ny 102861258
telephone 1 212 815 3700
internet httpwwwadrbnymelloncom
toll free 1 888 bnyadrs
usa  canada only
administration 152 cautionary statement
sabmiller plc annual report 2008
cautionary statement 
this document does not constitute an offer to sell or issue 
or the solicitation of an 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
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Summary:
 14 strategic priority three
sabmiller plc annual report 2008
strategic priority three
constantly raising the performance 
of local businesses
introducing 430 million new returnable bottles in south africa
mainstream brands in south africa have normally been sold in returnable quart 
bottles although standardisation made the product more affordable it was hard 
to add distinctive labelling and the bottles themselves gradually became outdated
the business therefore made a decision in 2007 to invest around us70 million 
to replace its entire quart bottle stock in a phased project lasting 18 months 
as well as using less glass the new bottle shape has improved the image of the
mainstream category and lends itself to new labelling technology which in turn 
makes for stronger brand differentiation
running from april 2007 the project is a massive logistical task involving the
introduction of 430 million new bottles the phased rollout limits the company’s
flexibility to move stock around the country and infrastructure challenges have 
created further complications shortages of glass for example have required 
new sourcing from as far away as the middle east despite the difficult logistics 
the results are coming through as evidenced by a return to growth in the 
mainstream segment
old new
while our operating performance compares well with 
that of the rest of the industry we know we have to keep
improving to stay ahead our efforts in the past year 
have focused on three main aspects of the business
the first is to become more efficient especially in our manufacturing
because efficiency is part of our daytoday management we’ve
already gone a long way down this route and the opportunity for
further large costcutting projects is limited nevertheless the 
rise in commodity costs compels us to do whatever we can to
counteract the squeeze on our margins we’ve seen good
progress across the group notably from miller which again made
important savings in its brewing operations while producing less
waste and using fewer resources 
the second area of focus – and one that’s hugely important to 
our success – is to improve our routes to market both to remove
costs and to ensure that the right products reach the right outlets
in the right condition accompanied by the right messages and
merchandising material colombia and south africa are just two 
of several businesses that are working hard to reengineer their
sales and distribution structures to make them more efficient and
effective in markets such as the usa where the business does 
not directly control its distribution we’re making it easier for
distributors and customers to do business with sabmiller and are
looking for ways to add value to their operations as well as ours
thirdly in our quest to raise local performance we’re responding to
the consolidation of the retail sector by forming mutually beneficial
partnerships with major retailers our polish business for example
has forged a closer relationship with tesco while miller has done
the same with chains such as walmart and 7eleven 
the case studies on these two pages describe in more detail
some of the many ways in which sabmiller businesses around 
the world are improving their operating performance 
dealing with rising input costs 
the past two years have seen an unprecedented rise in 
the price of inputs namely barley and hops for brewing 
and glass and aluminium for packaging as one of the 
largest global buyers of these items we have procurement
strategies for managing our risks and mitigating the impact 
thanks to our scale we can procure more efficiently by
coordinating our buying effort globally but sourcing locally
according to where particular expertise lies europe for
example buys a significant amount of malt for the group 
while aluminium is purchased in the usa where the bulk of 
our cans are produced this approach has helped to limit 
the increases in our commodity costs compared to prices 
on the open market 
in addition we have specific riskmanagement policies to 
limit our exposure to commodity market volatility we use
hedging strategies to supplement longterm contracts with
suppliers in order to ensure supplies at target prices in the
past year we’ve been able to limit the increase in the cost of
goods per hectolitre of beer produced in constant currency 
to midsingle digits – a successful result  strategic priority three 15
sabmiller plc annual report 2008
overview operating and financial review governance financial statements shareholder information
developing relationships with large retailers
expanding production in colombia
after the transaction with bavaria sabmiller decided that production standards in all its
latin american breweries should be lifted to the same stringent levels as in the rest of 
the group to ensure that consumers enjoyed the highest quality of beer as this included
fermenting the beer for longer the move put further pressure on capacity at a time when
the local business was struggling to meet rapidly growing demand 
in response sabmiller has built a new brewery in extremely quick time on a site 
already earmarked by bavaria for a future plant the valle facility in colombia is based 
on bavaria’s original plans with modifications to take account of sabmiller’s worldwide
experience and the need to meet the highest efficiency and environmental standards
operating since march 2008 and now the most advanced brewery in colombia the 
plant is capable of producing 180000 bottles of beer an hour 
the us220 million valle project is just one example of the heavy investment going 
on around the world to keep pace with rising demand for sabmiller’s beers
miller lower costs and a
smaller carbon footprint
in 2007 miller embarked on project
unicorn with the aim of continuously
improving its operations and making
further savings in packaging freight
waste utilities and maintenance 
the programme incorporates the
principles of world class manufacturing
whereby employees are empowered to
search for solutions that cut the number
of stoppages on the production line 
the resulting improvements have taken
miller’s overall equipment effectiveness
to an alltime high of 749
reducing the diameter of miller’s 
can ends has cut the company’s use 
of aluminium by over 560 tonnes per
year – the equivalent of all the aluminium 
in 22 million cases of beer a new
anaerobic wastewater treatment plant 
at one of miller’s plants now generates
enough biogas to produce a megawatt
of electricity for the brewery each hour –
again saving energy and costs and
reducing the company’s carbon footprint 
seventeen months on from its launch
project unicorn is on track to achieve 
its target of reducing costs by 
us120 million over three years 
overview operating and financial review governance financial statements shareholder information
in some markets consumers are
increasingly buying their beer from
supermarkets and other retailers rather
than ordering it in bars and restaurants
this presents a challenge to brewers in
that margins on retail sales tend to be
tighter the difficulty is compounded
as the retail sector consolidates and
drives margins still lower
against this background it’s important 
to learn how to work with retailers 
and ensure we become the preferred
supplier wherever possible to this 
end our polish business has forged
relationships with tesco and eleclerc
that involve developing joint plans for
store layouts and sales and promotions
the polish team has drawn on
sabmiller’s knowledge of consumers
and its skills in marketing to design 
new ways of displaying and promoting
its products instore these are now 
in place in three polish hypermarkets –
two tescos and one eleclerc 
thanks to this new relationship 
tesco poland has made sabmiller’s
polish subsidiary its principal beer
supplier and the business is now the
nationwide leader in hypermarkets and
supermarkets shoppers increasingly
perceive sabmiller brands as segment
leaders and both sabmiller and tesco
are benefiting from a rise in sales
miller in the usa has made 
similar progress in understanding 
the objectives and strategies of the 
big national retail chains and is 
working with them to add value to 
the relationship as a result its sales
with the big four – walmart 7eleven
kroger and supervalu – are growing
faster than its sales overall