sabmiller plc 
annual report 2013
local knowledge global strength further information
go online for more details
this report covers the ﬁnancial year ended 
31 march 2013 it is also available on our 
website as a downloadable pdf  
wwwsabmillercomannualreport
for more detailed information about  
 sabmiller please refer to our website 
wwwsabmillercominvestors
group revenue
a
 1 0 
2013 us34487m
2012 us31388m
revenue
b
 7 
2013 us23213m
2012 us21760m
lager volumes
 6
2013 242m hectolitres
2012 229m hectolitres
ebita
c
 1 4 
2013 us6421m
2012 us5634m
ebita margin progression
 7 0 bps
2013 186
2012 179
proﬁt before tax
–16
2013 us4712m
2012 us5603m
adjusted eps
d
 1 1 
2013 2387 us cents
2012 2148 us cents
dividends per share
e
 1 1 
2013 1010 us cents
2012 910 us cents
water usage
–8
2013 37 hlhl
2012 40 hlhl
net debt
f
–12
2013 us15701m
2012 us17862m
free cash ﬂow
g
 6
2013 us3230m
2012 us3048m
total shareholder return
h
  2 16  
peer median 76
a
 group revenue includes the attributable share of associates’ 
and joint ventures’ revenue of us11274 million 2012 
us9628 million 
b
 revenue excludes the attributable share of associates’ and 
joint ventures’ revenue 
c
 note 2 to the consolidated ﬁnancial statements provides 
a reconciliation of operating proﬁt to ebita which is deﬁned as 
operating proﬁt before exceptional items and amortisation of 
intangible assets excluding computer software and includes 
the group’s share of associates’ and joint ventures’ operating 
proﬁt on a similar basis as noted in the chief financial 
ofﬁcer’s review ebita is used throughout this report 
d
 a reconciliation of adjusted earnings to the statutory measure 
of proﬁt attributable to owners of the parent is provided in note 
8 to the consolidated ﬁnancial statements
e
 2013 ﬁnal dividend is subject to shareholder approval at the 
annual general meeting 
f
 net debt comprises gross debt including borrowings 
borrowingsrelated derivative ﬁnancial instruments overdrafts 
and ﬁnance leases net of cash and cash equivalents excluding 
overdrafts an analysis of net debt is provided in note 27c to 
the consolidated ﬁnancial statements
g 
note 27b to the consolidated ﬁnancial statements provides a 
reconciliation of net cash from operating activities to free cash ﬂow 
h 
total shareholder return tsr is shown as the percentage 
growth in our tsr over the ﬁve years to 31 march 2013 
performance highlights
strong revenue and earnings growth
sabmiller plc is one of the world’s leading 
brewers with more than 200 beer brands and 
some 70000 employees in over 75 countries
sabmiller plc annual report 2013 contents
what’s inside
overview 
  2 our business in brief
  4 group at a glance
business review 
  5 global beer market trends 
  6 acting chairman’s statement
 10 chief executive’s review 
 14  how we create longterm 
sustainable value
 15 key performance indicators
 16 principal risks
 18 operations review
 18 latin america
 21 europe
 24 north america
 27 africa
 30 asia paciﬁ c
 33 south africa beverages
   south africa hotels and gaming
 36 chief financial ofﬁ cer’s review
 44 sustainable development
 48 people
governance 
 50 board of directors
 52 executive committee
 53 directors’ report
 57 corporate governance
 66 directors’ remuneration report
financial statements 
 86  statement of directors’ responsibilities 
in respect of the consolidated ﬁ nancial 
statements
 87  independent auditors’ report to the 
members of sabmiller plc on the 
consolidated ﬁ nancial statements
 88  consolidated income statement
 89  consolidated statement of 
comprehensive income
 90  consolidated balance sheet
 91  consolidated cash ﬂ ow statement
 92  consolidated statement of changes 
in equity
 93  notes to the consolidated ﬁ nancial 
statements
165  statement of directors’ responsibilities 
in respect of the company ﬁ nancial 
statements
166  independent auditors’ report to the 
members of sabmiller plc on the 
company ﬁ nancial statements
167  balance sheet of sabmiller plc
168  notes to the company ﬁ nancial 
statements
178  fiveyear ﬁ nancial review
180  deﬁ nitions
shareholder information 
182  ordinary shareholding analyses
183  shareholders’ diary
184  administration
ibc  cautionary statement
19
4
32
26
35
sabmiller plc annual report 2013 – 1
overview business review governance financial statements shareholder information our business in brief
local knowledge driving global strength
a strategy that consistently delivers
sabmiller has become a global leader by doing business locally 
producing high quality products as efﬁ ciently and sustainably as 
possible across a mix of developed and developing markets
built on our brands and a passion for beer
informed by deep local market insights we invest in building 
and nurturing local beer brands which earn the longterm 
support and affection of our customers and consumers
our vision
to be the most admired company 
in the global beer industry
local 
knowledge 
the physical characteristics of beer 
a perishable product that is bulky 
to transport dictate that brewing is 
a predominantly local enterprise 
around the world international 
brands comprise only a small 
proportion of global beer volumes 
and the growth of craft beers in 
many developed markets indicates 
that interest in local brands is on the 
rise at sabmiller we understand and 
celebrate the inherently local qualities 
of the beer industry nurturing and 
developing brands that address the 
speciﬁ c tastes of consumers which 
are often unique to their location 
reﬂ ecting their heritage nationality 
or cultural identity
our mission
to own and nurture local and 
international brands that are the 
ﬁ rst choice of the consumer
our values
• our people are our enduring 
advantage
• accountability is clear and 
personal
• we work and win in teams
• we understand and respect 
our customers and consumers
• our reputation is indivisible
our strategic 
priorities
• creating a balanced and attractive 
global spread of businesses
• developing strong relevant brand 
portfolios that win in the local 
market
• constantly raising the proﬁ tability 
of local businesses sustainably
• leveraging our skills and global 
scale
global 
strength
our local approach to brand 
management does not preclude 
a global approach to generating 
the efﬁ ciencies necessary to invest 
for growth and local competitive 
advantage we routinely test update 
and reapply global standards and 
best practice across a range of 
disciplines from technical standards 
and distribution to marketing sales 
ﬁ nance and people management
for more information on our strategic priorities and 
how we measure against them see page 15
for more information on the performance of our brands 
see pages 18 to 35
2 – sabmiller plc annual report 2013 delivering strong revenue and earnings 
growth in 2013
investment in additional production capacity commercial 
capability and distribution reach supported strong growth in 
our developing markets while a focus on operating efﬁ ciencies 
helped us achieve growth in proﬁ t margins total beverage 
volumes grew by 7 to 306 million hectolitres with lager volumes 
up 6 and soft drinks volumes up 15 
creating longterm sustainable value
we generate value by establishing leading positions in 
strategically attractive markets that offer longterm growth 
opportunities building and sustaining successful local brands 
as part of comprehensive portfolios we maximise the efﬁ ciency 
of our businesses and utilise our extensive local supply chains 
to ensure that the communities in which we operate participate 
in our growth and development
operational
highlights 
• reported group revenue growth 
of 10 with organic constant 
currency group revenue up 7
• group revenue per hectolitre hl 
up 3 on an organic constant 
currency basis
• lager volumes rose 3 on an 
organic basis with growth in all 
divisions except north america
• organic constant currency ebita 
growth of 9 with reported ebita 
growth of 14 reﬂ ecting the 
inclusion of foster’s and other 
business combinations partially 
offset by adverse currency 
movements
• ebita margin improvement of 70 
basis points bps to 186 with 
organic constant currency ebita 
margin improvement of 40 bps
• progress with the foster’s 
integration and synergies remains 
ahead of schedule with lager 
volume growth in the continuing 
brand portfolio in the fourth quarter 
versus the prior year
• adjusted earnings up 12 
with adjusted eps up 11 
to 2387 us cents per share
• declines in proﬁ t before tax and 
proﬁ t attributable to owners of the 
parent reﬂ ect exceptional noncash 
gains reported last year
understanding 
consumer 
tastes
we build longterm value by ensuring 
that our brands maintain a continuous 
connection and relevance to their 
target consumers supported by 
innovation within the beer category 
to develop new products brands 
packs and price points to meet the 
evolving expectations of consumers 
wholesalers and our retail partners
building 
the right 
partnerships
from strategic alliances that span 
continents to individual relationships 
with cornershop retailers our ability 
to build and sustain longterm 
partnerships is a core strength of the 
business at the local level we are 
engaged in a shared endeavour with 
governments distributors retailers 
suppliers and the community at large 
to support the social and economic 
development of the countries in 
which we operate
for more information on our ﬁ nancial performance 
see pages 36 to 43
for more information on how we create longterm 
sustainable value see pages 14 and 44 to 47
sabmiller plc annual report 2013 – 3
overview business review governance financial statements shareholder information group at a glance  
a balanced spread of businesses
latin america
32 contribution to group ebita
1
regional ofﬁ ce miami usa
• our primary brewing and beverage 
operations cover six countries across 
south and central america 
colombia ecuador el salvador 
honduras panama and peru
• in each of these countries we are the 
number one brewer by market share
• we are also the third largest brewer 
in argentina and we export to bolivia 
chile and paraguay
• we bottle soft drinks for the 
cocacola company in el salvador 
and honduras and for pepsico 
international in panama
for more information see page 18
europe
12 contribution to group ebita
1
regional ofﬁ ce zug switzerland
• our primary brewing operations cover 
eight countries – the czech republic 
hungary italy poland romania 
slovakia spain canary islands and 
the netherlands
• in the majority of these countries 
we are the number one or two brewer 
by market share
• a further 16 countries including 
russia turkey and the ukraine are 
covered in a strategic alliance with 
anadolu efes through brewing soft 
drinks or export operations
• we export signiﬁ cant volumes to 
a further seven european markets 
of which the largest are the uk 
and germany
for more information see page 21
north america
12 contribution to group ebita
1
regional ofﬁ ce chicago usa
• millercoors is a joint venture with 
molson coors brewing company 
formed in 2008 by bringing together 
the us and puerto rican operations 
of both groups
• headquartered in chicago 
millercoors is the second largest 
brewer in the usa with 29 of the 
beer market
• our wholly owned miller brewing 
international business is based in 
milwaukee usa and exports our 
brands to canada and mexico and 
throughout the americas
for more information see page 24
africa
12 contribution to group ebita
1
regional ofﬁ ce johannesburg 
south africa
• our brewing and beverage operations 
in africa cover 15 countries a further 
21 are covered through a strategic 
alliance with the castel group and we 
also have an associated undertaking 
in zimbabwe
• in most of these countries we are the 
number one brewer by market share
• we bottle soft drinks for the 
cocacola company in 20 of our 
african markets in alliance with castel 
in 14 of these markets
for more information see page 27
asia paciﬁ c
13 contribution to group ebita
1
 
regional ofﬁ ce hong kong
• cr snow our partnership with 
china resources enterprise limited 
is the largest brewer in china
• carlton  united breweries
2
 cub 
is a leading australian brewer which 
we acquired in december 2011
• we are the second largest brewer 
in india
• we have an operation in vietnam 
and we export to various markets 
including south korea and singapore
for more information see page 30
south africa
19 contribution to group ebita
1
regional ofﬁ ce johannesburg 
south africa
• the south african breweries pty ltd 
sab is south africa’s leading 
producer and distributor of lager 
and soft drinks 
• it also exports brands for distribution 
across namibia
• our soft drinks division is south 
africa’s leading bottler of products 
for the cocacola company
• we have hotel and gaming interests 
through our associate tsogo sun 
holdings ltd the largest hotel and 
gaming group in south africa
for more information see page 33
1
 excluding corporate costs
2
 carlton  united breweries is the australian beverage business of foster’s
4 – sabmiller plc annual report 2013 trends in 20122013
developing markets remain the engine of 
volume growth for the global beer industry 
per capita alcohol consumption continues 
to rise as disposable incomes increase and 
consumers trade up from informal alcohol 
often spirits to professionally brewed beer 
the result is strong volume growth in 
africa asia and latin america in contrast 
consumption in western europe continues 
to slide
there has been an increasing realisation that 
not all developing markets are equally 
attractive industry structures vary widely from 
country to country with african and latin 
american markets being in general much 
more concentrated putting them in the global 
sweet spot of combining strong longterm 
volume growth and high ebit
1
 margins 
as well as trading up into beer consumers 
are trading up within the beer category 
local premium brands increased their share 
in developing markets with international 
premium brands often growing just as 
strongly albeit from a lower base this trend 
is also clear in mature markets such as the 
usa where premium imports and craft beers 
continued to strongly outperform mainstream 
beer even in the declining uk beer market 
the premium brand segment has done well 
and gained share
one feature of mature markets is that the 
premium segment tends to fragment over 
time as consumers seek a broader repertoire 
of brands – hence the growing popularity of 
local premium imported and local craft beers
industry consolidation has continued apace 
abinbev announced the intended acquisition 
of the mexican brewer grupo modelo 
heineken completed the acquisition of 
asia paciﬁ c breweries and molson coors 
acquired starbev in central and eastern 
europe cr snow sabmiller’s joint venture 
with cre announced the intended 
acquisition of kingway brewery in china
the debate continues about the longterm 
proﬁ t prospects for china the world’s 
biggest beer market by far in volume terms 
growth remains strong as does the potential 
for future growth that said unit pricing and 
margins are still extremely low all the big 
four brewers have embarked on regional 
expansion both organic and through 
acquisition increasing their collective share of 
the market at the expense of smaller players 
cr snow remains the clear leader by volume
industry consolidation has left many 
companies with fragmented it and back
ofﬁ ce systems presenting opportunities to 
improve global efﬁ ciency without losing local 
ﬂ exibility three of the four major global 
brewers – sabmiller heineken and carlsberg 
– are currently carrying out programmes to 
restructure and cut costs
new developments
• with unemployment falling among key 
sections of the population the us beer 
market appeared to turn the corner with 
11 volume growth making 2012 the 
ﬁ rst growth year since 2008 
• at the same time global commodity 
pressures started to ease although grain 
markets remain volatile with extreme 
weather affecting the price of wheat and 
corn barley markets improved after better 
harvests in western europe in addition 
the spot price of aluminium fell sharply
outlook
the beer category remains a very attractive 
longterm investment opportunity
european large cap brewers outperformed 
the stock market as measured by the msci 
europe index by 24 in 2012 following an 
average 11 outperformance every year for 
the last 10 years
prospects for future growth remain strong 
with volume growth primarily driven by 
developing markets in developed markets 
the focus will be on premium brands new 
variants and pricing together with increasing 
economies of scale and efﬁ ciency savings 
these trends should ensure steady margin 
expansion and strong cash ﬂ ow
leading beverage analyst 
global beer market trends
developing markets continue to grow
 
regional beer volume growth vs ebit
1
 margin
western
europe
north
america africa
ce
europe asia
paciﬁc
20 5
0 regional volume cagr 200111
 normalised ebit margin
3
cs
america
source company data plato bernstein research
1 
normalised ebit margin is deﬁ ned as ebit adjusted for exceptional items
european large cap brewers relative performance vs msci
2
 europe
2001 2002
2003
2004
2005
2006 2007
2008
2009 2010 2011 2012
8
17
21
12
3
16
17
6
65
20
7
24
source bloomberg note european large cap brewers include ab inbev carlsberg 
heineken and sabmiller scottish  newcastle is included for the period 20012007
2   
the msci europe index is a free ﬂ oatadjusted market capitalisation weighted index 
designed to measure the equity market performance of 16 developed markets in europe
sabmiller plc annual report 2013 – 5
overview business review governance financial statements shareholder information  ‘i am delighted to report another year of strong 
ﬁ nancial performance led by our developing 
market operations in latin america africa 
asia paciﬁ c and south africa’
acting chairman’s statement
john manser
acting chairman
dear shareholder
it is with sadness that in my current role as 
acting chairman i am delivering this year’s 
opening statement on behalf of graham 
mackay who is currently on leave of absence 
for medical reasons graham has led 
sabmiller with great acuity dedication and 
integrity over the last 16 years and our 
thoughts are with him and his family at this 
difﬁ cult time
results and dividend
i am delighted to report another year 
of strong ﬁ nancial performance led by 
our developing market operations in 
latin america africa asia paciﬁ c and 
south africa
including acquisitions and the effects of 
currency translation group revenue grew by 
10 7 on an organic constant currency 
basis following selective price increases and 
the further expansion of our brand portfolios 
to offer a wider choice of products at 
different prices currency movements had 
an adverse impact of ﬁ ve percentage points 
on group revenue growth mainly due to the 
weakening of the south african rand and 
central european currencies against the us 
dollar beverage volumes totalled 306 million 
hectolitres up 7 with lager volumes up 6 
and soft drinks volumes up 15
reported earnings before interest tax 
amortisation and exceptional items ebita 
grew by 14 9 on an organic constant 
currency basis reﬂ ecting the beneﬁ cial 
impact of the foster’s acquisition reported 
ebita margin was 70 basis points ahead of 
the prior year at 186 raw material input 
costs rose in line with expectations by mid 
single digits due to higher commodity costs 
partially offset by procurement and other 
savings fixed costs increased due to 
inﬂ ation and investments in new production 
capacity in some markets although again 
these were partially offset by efﬁ ciency 
savings elsewhere proﬁ t before tax declined 
16 to us4712 million principally reﬂ ecting 
the inclusion of signiﬁ cant noncash 
exceptional gains on transactions in the prior 
year adjusted earnings were 12 higher 
than the prior year and adjusted earnings 
per share were up 11 to 2387 us cents
capital expenditure for the year was 
us1479 million as we continued to invest 
in additional capacity commissioning new 
breweries in zambia nigeria and uganda 
while extending existing facilities elsewhere 
free cash ﬂ ow was us3230 million an 
increase of us182 million compared with 
the prior year net debt fell by us2161 
million ending the year at us15701 million 
the group’s gearing ratio as at 31 march  2013 
was 572  
the board has recommended a ﬁ nal dividend 
of 77 us cents per share which will be paid 
to shareholders on 23 august 2013 this 
brings the total dividend for the year to 101 
us cents per share an increase of 11 over 
the prior year
a past that prepares us for the future
in acknowledging graham mackay’s ﬁ nal 
year in an executive capacity i offer my own 
perspective on the group’s achievements 
strengths and prospects in the context of 
our recent history and the dramatic evolution 
of the brewing sector during graham’s 
management career here 
6 – sabmiller plc annual report 2013 that sabmiller should emerge from modest 
beginnings in south africa to become a 
leading global consumer products company 
is a remarkable achievement it is still more 
remarkable when one considers the 
considerable obstacles it has overcome as 
part of that journey in its early days south 
african breweries posed little challenge to 
the established giants of european and us 
brewing the industry was more collaborative 
than is the case today and the business was 
able to learn from other companies quietly 
developing the core skills in brewing and 
brand building that form the basis of the 
strong operating culture for which sabmiller 
is rightly known 
in 1989 however the break up of the 
soviet bloc provided the catalyst for the 
consolidation of the brewing industry and the 
creation of a global industry brewing assets 
that had long been neglected by indifferent 
government owners were now suddenly 
available to buy south african breweries 
which had already participated in government 
privatisations in southern africa seized the 
opportunity to break out of the continent 
and begin expanding into asia and central 
and eastern europe 
our strategy at the time was to acquire 
brewing assets that had typically been poorly 
run and to apply the worldclass operational 
skills we had learned to improve the 
performance quality and image of their 
beers initial forays were also driven by a 
desire to acquire a portfolio of international 
brands that could compete on the world 
stage perversely it was the process of 
evaluating brands for international expansion 
– and more often than not rejecting them – 
that reinforced our respect for the local 
nature of beer 
our local approach
this belief that beer remains in essence 
a local product rooted in the heritage and 
culture of particular places or communities 
now sets us apart from our major competitors 
and informs much of our attitude to brand 
management instead of applying a onesize
ﬁ tsall approach we aim to develop full brand 
portfolios in each of our markets informed by 
a deep appreciation for local consumer 
tastes across a spectrum of prices and 
drinking occasions and far from inexorably 
becoming more global over time the rise of 
the craft beer segment in the usa europe 
and australia would suggest that if anything 
beer is becoming more local than ever
this belief that beer remains 
in essence a local product 
rooted in the heritage and 
culture of particular places 
or communities now sets 
us apart from our major 
competitors and informs 
much of our attitude to brand 
management
in the core mainstream beer segment 
we’ve become expert at taking undiscovered 
local brands and turning them into national 
champions in europe many of our now 
iconic national brands began life in much less 
glamorous circumstances in latin america 
following acquisitions in central america in 
2001 and south america in 2005 we have 
transformed the image of the beer category 
in our markets improving quality and 
differentiating our products by package price 
and position and in china our joint venture 
has established the snow brand originally 
from manchuria as both the country’s ﬁ rst 
national beer and now the largest beer brand 
in the world by volume
in the usa following the merger with miller 
brewing company in 2002 we reﬁ ned and 
adapted our skills to succeed in the world’s 
most competitive and sophisticated consumer 
market gaining brands which are now part 
of an increasingly successful international 
premium portfolio
the premiumisation of the beer category 
is a trend we are now leading in many of 
our developing markets establishing local 
premium beers that trade on national pride 
and offer affordable luxury to consumers 
looking to trade up at the lower end of the 
price ladder particularly in africa we have 
set out to compete with informal alcohol 
through the development of affordable beers 
made from locally available ingredients 
we started with the sorghumbased eagle 
lager in uganda and subsequently launched 
two new cassava beers in mozambique and 
ghana while these products open up new 
markets for us they also provide a new 
income stream for farmers previously working 
at subsistence level and create a new source 
of revenue for governments 
management and organisation
the spirit and attitude formed by the 
business in those early years was manifest 
in an energy and restlessness that has 
since become the basis for a formidable 
performance management culture explicitly 
goaloriented with a high degree of personal 
accountability the business developed a 
cadre of exceptional senior managers many 
of whom i am delighted to say remain with 
us today this highly mobile workforce has 
repeatedly demonstrated its ability to turn 
around underperforming businesses cutting 
costs and driving top line growth this 
experience is now proving invaluable again 
as we look to grow our operations in australia 
following the acquisition of the foster’s 
business in late 2011 
the business today
the result today is an attractive spread of 
businesses – well balanced globally in terms 
of sales volumes revenues and ebita 
spanning both developed and developing 
economies and advantageously exposed 
to growth markets we also enjoy valuable 
partnerships with the castel group in africa 
china resources enterprises in china 
anadolu efes in turkey and the former soviet 
union and the cocacola company for whom 
we’re the leading bottler in africa and central 
america we continue to be a leader in our 
sector in terms of our brand management our 
approach to sustainability and our commitment 
to market our products responsibly in every 
country in which we operate 
castle lager 
growing across africa
castle lager a brand 
synonymous with sabmiller’s 
heritage in south africa 
posted its second year of 
double digit growth driven 
by strong trade execution 
demonstrating that even a 
brand with over 100 years 
of sales behind it can remain 
relevant to a new generation 
of consumers the brand 
is also now establishing 
a powerful position as a 
regional brand across the 
rest of africa
sabmiller plc annual report 2013 – 7
overview business review governance financial statements shareholder information acting chairman’s statement 
continued
corporate governance 
the corporate governance update on 
pages 57 to 65 of this report provides 
a detailed description of the directors’ 
approach to corporate governance the 
board’s application of the uk corporate 
governance code and the role and 
effectiveness of the board
the annual appraisal of the effectiveness of 
our board and its committees as well as the 
annual evaluation of each individual director’s 
contribution and performance for the year 
assumed particular importance this year in 
light of the succession arrangements which 
we implemented last year summarised 
below in my view the board and its 
committees continue to operate effectively 
and to meet in full their obligations to support 
management to monitor performance and 
to maintain the board’s strategic oversight 
nevertheless neither i as acting chairman 
nor the directors collectively are complacent 
about matters of corporate governance 
where we have elected not to apply certain 
provisions of the code we have done so 
because we believe this to be in the best 
interests of shareholders as a whole and 
the results we have delivered to date do not 
seem to us to indicate that these decisions 
have adversely impacted the performance 
of the group
having decided that a year characterised 
by change and transition was not the right 
year to undertake an external evaluation of 
our board’s effectiveness we conducted 
a rigorous and extensive internal review of 
performance this year ably orchestrated by 
our company secretary the results of this 
performance and effectiveness assessment 
were reviewed in full and approved by the 
board matters identiﬁ ed as requiring further 
consideration have been addressed 
including changing the frequency and 
length of board meetings to ensure more 
regular meetings with additional time to 
discuss group strategy senior executive 
succession planning and the group’s talent 
pipeline below the executive committee level 
we have also taken steps to hold additional 
board meetings in countries where the group 
has operations these will enable the board 
to conduct more detailed occasional reviews 
of country and regional performance and to 
hold regular preboard meeting events at 
which nonexecutive directors have the 
opportunity to meet more frequently with 
other members of senior management as 
well as executive committee members 
succession 
turning to succession and change we 
announced in april 2012 that meyer kahn 
would retire as chairman after the annual 
general meeting in july 2012 and that 
graham mackay would be appointed as 
executive chairman for an interim period 
of one year at this time we also said that 
graham would hand over executive 
responsibilities to alan clark as our new 
chief executive after this year’s agm in 
july 2013 when graham would become 
nonexecutive chairman although the uk 
corporate governance code recommends 
that a chief executive should not go on to 
become chairman of the same company 
the board determined that these changes 
were in the best interests of sabmiller and 
its shareholders the decision had the 
strong backing of our shareholders and 
was made after discussions with major 
institutional investors at the same time 
we announced a number of other board 
and executive succession changes with 
rob pieterse also retiring from the board 
i am glad to say that these changes and 
our explanations for them were welcomed 
by the overwhelming majority of shareholders 
the explanation for our decision was even 
cited by the association of british insurers in 
a report in december 2012 on the adequacy 
of companies’ explanations for not applying 
the uk corporate governance code under 
the ‘comply or explain’ principle as a best 
practice example the board approved 
detailed job speciﬁ cations setting out the 
respective authorities and responsibilities of 
the executive chairman and chief operating 
ofﬁ cer and over the last year graham and 
alan have worked together to prepare alan 
for the chief executive role and to effect a 
staged handover of responsibilities to ensure 
appropriate continuity in the management 
of the group 
this served us in good stead when in april 
this year graham was diagnosed with a brain 
tumour the board accordingly accelerated 
alan’s planned promotion to chief executive 
with immediate effect while i stepped into the 
breach as acting chairman to allow graham 
medical leave of absence to focus on his 
treatment as the transition of management 
responsibilities to alan was already well 
advanced he has simply had to pick up the 
remaining executive responsibilities a little 
sooner than expected with the full support 
of all of our colleagues on the executive 
committee and the directors 
last year we also reported our intention 
to seek and appoint a new independent 
nonexecutive director with the expectation 
that in due course he or she would replace 
me as the senior independent director 
we were delighted to be able to announce 
guy elliott’s appointment to this role in 
march 2013 guy is highly experienced 
with a strong reputation as a seasoned 
nonexecutive and business leader he has 
been part of the leadership team of rio tinto 
a global business working across both 
emerging and developed markets and has 
deep experience of working through joint 
ventures and partnerships – all very pertinent 
to our business structure – as well as an 
understanding of consumerfacing businesses 
acquired during his time on the cadbury 
board he will be an excellent addition to 
our board and his appointment reﬂ ects our 
continued commitment to the process of 
progressive renewal of the board and the 
independent directors in terms of age 
gender and balance of skills with guy’s 
appointment effective on 1 july 2013 we will 
have appointed six new independent non
executive directors over the past ﬁ ve years
share price performance
from 1 april 2010 to 23 may 2013 £ sterling
source factset and datastream 
as at 23 may 2013
note share prices are rebased 
to sabmiller the international 
brewers index charts the share 
price progression of an index 
of the company’s closest peers 
in the global brewing industry – 
anheuserbusch inbev carlsberg 
heineken and molson coors 
relative to 1 april 2010 the index 
is weighted relative to the market 
capitalisation of the brewers as at 
1 april 2010
35
30
25
20
15 
may 2013 apr 2010 oct 2010 apr 2011 oct 2011 oct 2012 apr 2012
international
brewers index 514
ftse 100 166
sabmiller 763
8 – sabmiller plc annual report 2013 sadly we also announced in april 2013 
that cyril ramaphosa could not continue 
as a director of sabmiller because of his 
increasing public service commitments 
cyril has served sabmiller with distinction 
since his ﬁ rst appointment as a director and 
as acting chairman of our predecessor 
company in south africa in 1997 his wise 
counsel infectious good humour and deep 
understanding will be sorely missed the 
directors are grateful to cyril for his friendship 
and dedication over many years of service 
on behalf of everyone at sabmiller we wish 
him every success in facing the challenges 
of his new role
executive succession also continued apace 
in the last year with the appointment of sue 
clark formerly corporate affairs director 
as alan’s successor in the role of managing 
director of sabmiller europe in june 2012 
sue is making excellent progress providing 
strong leadership to the operation in a 
challenging time for these economies 
in october we appointed catherine may 
as our new corporate affairs director with 
her extensive international corporate affairs 
and communications experience having 
previously held similar roles at centrica and 
reed elsevier she is already making a major 
contribution leading the strong corporate 
affairs function built up by sue and 
continuing to develop the critical capabilities 
which help to grow our business sustainably 
for the beneﬁ t of all stakeholders
in january 2013 norman adami was 
promoted to the new role of chairman 
sabmiller beverages south africa to 
assume overall strategic responsibility for 
sabmiller’s beverage businesses in south 
africa norman had for a number of years 
acted both as managing director of the 
south african breweries pty ltd and as 
chairman of our other beverage interests in 
south africa however with the continuing 
strategic importance of our operations 
in south africa we decided to appoint 
a new managing director to run the beer 
business to enable norman to play a more 
strategic and inﬂ uential role in the further 
development of our beverage businesses 
in south africa as well as our developing 
operations in namibia
further board changes
we had previously announced that barring 
unforeseen circumstances i was expected 
to retire at the annual general meeting in 
2014 and that guy elliott would replace me 
as deputy chairman and senior independent 
director in the light of graham’s illness the 
board is keeping the situation under review 
pending the progress of his course of 
treatment in the meantime i will continue 
as acting chairman and an appropriate 
announcement about the future will be made 
as soon as any deﬁ nitive decisions have been 
taken taking account of my increased time 
commitments and responsibilities as acting 
chairman mark armour has agreed to the 
board’s request that he succeed me as 
chairman of the audit committee a year 
earlier than planned
many of you have written to graham 
personally to send him your best wishes 
and messages of encouragement and i 
know he is very grateful to you all for your 
support he is inexpressibly proud of this 
company and its people of what we have 
achieved together and the shape it is now 
in sabmiller has a strong management 
team with considerable depth of talent 
and a strong board with a number of 
distinguished nonexecutive directors 
who have provided considerable continuity 
stability and experience over many years 
of growth i am conﬁ dent that under alan 
clark’s leadership the management team 
will continue to grow our business and 
deliver value to shareholders i hope that 
you will continue to give alan and all of 
my fellow directors your support 
john manser
acting chairman
transforming the 
beer category in 
latin america
since the acquisition of our 
interests in south america in 
2005 we have transformed 
the image of the beer category 
in our markets driving the 
development of new packs 
price points and brand 
positions poker which in 
2006 was a regional brand in 
colombia with a market share 
of 18 is now the country’s 
largest brand with a 42 
share of the beer category
sabmiller plc annual report 2013 – 9
overview business review governance financial statements shareholder information chief executive’s review
 ‘with some 72 of ebita coming from 
developing markets sabmiller continues 
to enjoy the highest exposure of any 
global brewer to a wide number of growth 
opportunities in the beer industry’
alan clark
chief executive
in my new capacity as chief executive 
i would like to highlight the sadness shared 
by all of us in the group at the news of 
graham mackay’s illness diagnosed in 
april 2013 and his subsequent decision 
to step down early as executive chairman 
graham’s contribution to sabmiller’s 
success is immeasurable and i am sure 
that all the group’s shareholders and 
employees would join me in expressing our 
deep gratitude for everything he has done 
to make sabmiller the resounding success 
that it is today the commitment skill and 
foresight with which he has led the business 
since 1997 will remain an inspiration to a 
new generation of sabmiller management 
speaking personally his energy wise 
counsel and good humour have greatly 
enriched my working experience here 
business performance
the group delivered another year of strong 
ﬁ nancial performance with investment in 
our brands production capacity product 
innovation and trade execution capability 
driving growth across a number of our 
businesses group revenue rose by 7 on an 
organic constant currency basis supported 
by organic volume growth of 4 for total 
beverages revenue per hectolitre rose by 
3 on an organic constant currency basis 
reﬂ ecting selective price increases and a 
continued focus on expanding our portfolios 
up and down the price ladder operating 
costs have been controlled despite signiﬁ cant 
commodity inﬂ ation and currency headwinds 
contributing to a 70 basis point expansion on 
a reported basis of the group ebita margin 
which was 186 
with some 72 of ebita coming from 
developing markets sabmiller continues 
to enjoy the highest exposure of any global 
brewer to a wide number of growth 
opportunities in the beer industry although 
underlying economic conditions have slowed 
in some of those markets during the year 
most notably latin america south africa 
and china we believe the economic 
fundamentals remain highly attractive over 
the long term sabmiller’s superior position 
in these markets reﬂ ects the longstanding 
commitment and investment made to 
securing positions which are now deeply 
rooted in local markets up and down the value 
chain from farming through to production 
distribution retail and consumption the 
social and economic progress of the markets 
in which we operate is therefore of direct 
interest to us as we seek to grow our 
business in a way which is sustainable both 
locally and globally the jobs we create the 
taxes we pay the skills we impart and the 
environmental footprint we leave affect not 
just the communities we serve but our ability 
to grow our businesses for the long term
during the last nine months while managing 
the group’s executive committee as chief 
operating ofﬁ cer i have had the opportunity 
to review our operations partnerships 
brands and people the experience has 
been a powerful reminder of the strengths 
rigorously and consistently applied that 
underpin sabmiller’s successful operating 
model this approach is founded on deep 
local insights complemented by an increasingly 
collaborative approach to codifying and 
reapplying global best practice around the 
group as the nature of growth in our industry 
changes over time however our ability to 
learn adapt and deploy new knowledge 
at speed and with scale will require the 
continual evolution of our approach and 
business model 
10 – sabmiller plc annual report 2013 growing the core of our business with 
mainstream beers
earlier in this report john manser refers 
to sabmiller’s core strength in cultivating 
and sustaining ﬂ agship mainstream lager 
brands which remain faithful to their heritage 
while also establishing new connections 
and relevance with today’s consumer 
this strength was notable in the year as 
our insight into local retail and consumer 
environments supported progress in 
developed and developing markets alike 
in latin america for example we have 
been working hard to secure beer’s place 
as the leading alcohol choice meeting the 
aspirations of new consumers and enhancing 
the affordability and accessibility of our 
products and packs to suit different 
occasions as a result we have seen growing 
consumer loyalty to core brands such as 
cristal in peru pilsener light in ecuador 
pilsener in el salvador and águila light in 
colombia where an enhanced sales service 
model driven by centralised telesales and 
dedicated account developers helped 
improve trade coverage and distribution 
in australia i am especially pleased with 
the progress we have achieved at carlton  
united breweries cub this is discussed 
in the operations review for the asia paciﬁ c 
region on page 30 recent signs of 
improvement in cub’s market share reﬂ ect 
better relationships with key retail partners 
the beneﬁ ts from restructuring our sales 
force and early results from repositioning 
the brand portfolio this is exempliﬁ ed by 
the turnaround of victoria bitter which has 
been returned to its original recipe and 
relaunched into the market reversing a 
near10 year negative trend 
similarly in south africa castle lager 
a brand synonymous with our own history 
and heritage demonstrated that a beer with 
more than 100 years of sales behind it can 
be just as vital and relevant to an entirely new 
generation of consumers posting its second 
successive year of double digit growth 
we are expanding our 
innovation programmes to 
address a wider range of styles 
and price points enabling 
consumers ﬁ rstly to trade more 
easily out of informal alcohol 
and then to trade up within a 
more dynamic beer category
lastly in difﬁ cult markets on both sides of 
the atlantic our ability to drive top line growth 
with established brands has been evident 
in the usa coors light has become the 
second largest beer brand in the country 
growing its share of the premium light 
segment through the execution of a 
successful sales and marketing strategy 
together with the consistent and powerful 
realisation of its ‘refreshment as cold as 
the rockies’ campaign in europe ﬂ agship 
brands tyskie in poland and timisoreana 
in romania increased volume and market 
share driven by innovations in products 
and packs together with strong sales and 
marketing delivery
driving our premium portfolios
consumer tastes continually evolve and 
new generations are now looking for premium 
and craft beers which are both authentic 
and clearly differentiated in their markets 
sabmiller has created and led this local 
premium segment in many markets a lead 
which is now being secured as we do more 
to develop the opportunity around the world
in latin america we reported encouraging 
results from our premium portfolio driven by 
the strong performance of the miller brand 
range in panama miller lite and miller 
genuine draft mgd enjoyed strong growth 
consolidating their leadership positions in 
the premium and super premium segments 
similarly in ecuador and el salvador our 
local premium brands club and suprema 
respectively saw double digit growth from 
the addition of the red beer variants club 
roja and suprema roja
in response to the popularity of many 
beers in the craft segment millercoors 
is successfully reorienting its portfolio to 
increase its contribution from a more diverse 
range of premium brands tenth and blake 
the millercoors craft and imports business 
continued its strong performance driven by 
blue moon peroni nastro azzurro and the 
leinenkugel’s brand family which has had 
notable success this year with leinenkugel’s 
summer shandy
in africa too we are catering for a new and 
aspiring middle class with exciting premium 
offerings castle lite featured on the front 
of this report generated exceptional volume 
growth across our africa division in south 
africa the brand has doubled its sales in the 
expanding our 
operations in africa
we continue to invest in 
new capacity across africa 
with the commissioning 
of three new facilities in 
zambia left uganda and 
nigeria in addition capacity 
constraints were alleviated 
through the expansion of 
operations in ghana south 
sudan and zimbabwe
sabmiller plc annual report 2013 – 11
overview business review governance financial statements shareholder information chief executive’s review
continued
three years since its relaunch leveraging 
its highly successful ‘extra cold’ positioning 
to account for more than 10 of the total 
beer market 
innovation and expanding 
the beer category
from craft beers and ciders in the usa 
europe and australia to beers brewed 
with entirely new raw materials in africa we 
are expanding our innovation programmes 
to address a wider range of styles and 
price points enabling consumers ﬁ rstly 
to trade more easily out of informal alcohol 
and then to trade up within a more dynamic 
beer category
in europe we have introduced a number 
of product innovations such as the ksia ˛z

e ˛ce 
range of speciality beers in poland fenix 
wheat beer in the czech republic and 
loweralcohol ‘radlers’ or shandies in 
poland the czech republic hungary 
and slovakia 
we launched our second african cassava
based beer in ghana during the year  
building on the success of the cassava
based impala brand which was launched 
two years ago in mozambique like impala 
it offers consumers an affordable alternative 
to illicit or informal alcohol while directly 
facilitating the development of a local 
agricultural supply chain this year 
our african division sourced 52 of its 
agricultural raw materials from within 
africa achieving its 2014 target of 50 
a year ahead of schedule
our traditional african beer chibuku is now 
available in 10 markets with a new variant 
chibuku super expanding the category and 
geographic footprint of our more affordable 
products still further similarly in latin 
america we have continued the expansion 
of our bulk pack offerings making beer 
more affordable for lowincome consumers 
to share an example is pilsen trujillo in 
peru which recorded double digit growth 
by persuading consumers to switch from 
illegal alcohol
millercoors now has a full pipeline of 
innovations illustrated by the launch of redd’s 
apple ale and third shift amber lager into 
the abovepremium segment this year
making good on our responsibilities
combating the harmful use of alcohol and 
related issues such as drinkdriving or 
underage drinking are important priorities for 
us in october 2012 in response to the call 
by the world health organisation and its 
member states in the who’s global strategy 
to reduce the harmful use of alcohol we 
signed a ﬁ veyear global action plan with 
other leading beer wine and spirits 
companies to help reduce the harmful use 
of alcohol we operate over 100 programmes 
around the world to contribute to reducing 
the harmful use of alcohol often working 
with local partners governments law 
enforcement agencies and communities 
we play our part in tackling 
the resource challenges 
we jointly share with local 
communities such as water 
food and energy security
our approach to helping reduce alcohol 
harm also requires us to regularly review 
our commercial governance practices to 
ensure we are meeting society’s expectations 
we believe that our policies on employee 
behaviour commercial communication and 
product innovation are progressive and 
industryleading as is our companywide 
education programme that reinforces our 
beliefs in this important area 
we also play our part in tackling the resource 
challenges we jointly share with local 
communities such as water food and energy 
security we aim to run our breweries as 
efﬁ ciently as possible and i’m pleased to 
report good progress against our water and 
carbon reduction targets in the year our 
water consumption per hl of lager produced 
was 37 hl an 8 reduction on the previous 
year over the same period our fossil fuel 
emissions totalled 111 kgco2e per hl of lager 
produced a yearonyear drop of 10
businesses governments and civil society 
need to work in partnership to develop 
practical local solutions to manage scarce 
resources in areas where water security 
presents a potential challenge to our 
business we are taking a leading role in 
creating partnerships such as the strategic 
water partners network in south africa
investment
capital expenditure for the year was 
us1479 million as we continued to invest 
selectively in support of future growth 
new breweries were commissioned in 
zambia nigeria and uganda with further 
capacity expansion completed in ghana 
and south sudan
through social investment programmes 
which directly support the communities 
we work in we have helped entrepreneurs 
establish thousands of new businesses and 
grow to become successful job creators in 
their own right this year alone sabmiller – 
including our foundations – invested 
us6 million in programmes to foster 
entrepreneurial activity worldwide
wellcrafted beers
over the course of the year comment and 
debate about craft beer has intensiﬁ ed driven 
by consumers in more developed beer markets 
expressing a preference for a wider range of tastes 
and ﬂ avours the interest passion and excitement 
that craft beer brings to the category is something 
we are enthusiastic supporters of using the 
opportunity ourselves to innovate with new styles 
and recipes demonstrating the pride and skill 
that goes into our brewing with the introduction 
of ﬂ avours such as honey spices and fruits we 
are inspiring new rituals that lend themselves to a 
different range of serving occasions or complement 
certain foods
as the majority of sabmiller’s beers are produced 
and consumed locally we are well placed to beneﬁ t 
from the growing interest in the quality provenance 
and personality of local craft beer in the usa 
the tenth and blake division offers a roster of 
original brews including blue moon belgian 
white leinenkugel’s and batch 19 in australia 
our matilda bay brewery produces redback 
beer bohemian pilsner beez neez alpha pale 
ale and dogbolter while our yatala brewery 
produces the hugely successful fat yak pale 
ale and dirty granny cider we also provide a 
global distribution network for st stefanus a 
belgian abbey beer with a monastic heritage 
dating back to 1295
our local approach to brewing allows us to draw 
on the heritage and values of the communities 
we serve informing deep consumer insights 
we provide economic beneﬁ ts to the countries 
in which we operate by building value chains 
that drive growth and stimulate social 
development by using local resources and 
raw materials in a sustainable fashion
12 – sabmiller plc annual report 2013 leveraging our global scale
our business capability programme has 
continued to progress with the deployment 
of the global information services solution 
in ecuador completed in the ﬁ rst half and 
the necessary preparations completed in 
the second half for deployment in poland 
which went live on 1 april 2013
beneﬁ t delivery is tracking ahead of 
expectations and sabmiller procurement has 
continued to drive substantial value from the 
way we source our raw materials goods and 
services in europe a project to understand 
our fridge buying requirements in more 
detail has led to a dramatic reduction in 
the complexity of required speciﬁ cations 
allowing the introduction of more competitive 
tendering and access to greater scale 
economies equally in africa a project to 
substitute the traditional ‘steel’ beer can with 
a more contemporary aluminium can has 
resulted in a lighter more environmentally 
sustainable product which has removed 
approximately 10000 tons of raw material 
from our supply chain 
sabmiller procurement now manages 
approximately a third of sabmiller’s global 
procurement expenditure primarily on 
brewing and packaging materials our 
intention is to increase this level to 50 
in the forthcoming ﬁ nancial year and to 
some 80 over the medium term
people as our competitive advantage
as chief operating ofﬁ cer through much 
of this ﬁ nancial year i have had the privilege 
to meet a wider crosssection of the 
group’s management and employees 
the enthusiasm commitment energy and 
determination i have encountered at all levels 
of the business has certainly reinforced my 
view that our people represent an enduring 
advantage to our business we now have 
a more experienced mobile mixedgender 
and multicultural talent pool to draw on than 
ever before and given the globally integrated 
way in which we expect to compete in the 
future this is a critical resource
our talent advantage is ably illustrated by 
the fact that the top 10 performing breweries 
in the sabmiller group are now all in latin 
america an achievement exempliﬁ ed by 
industrias la constancia in el salvador which 
won our inaugural 2012 sabmiller best 
brewery award the progress made by our 
breweries in latin america on issues such 
as efﬁ ciency quality water usage carbon 
emissions and waste is testament less to 
technology than it is to the determination and 
professionalism of our people across latin 
america our employees have demonstrated 
a huge thirst for knowledge and a desire to 
improve and accept challenges the insights 
from the region are now being reapplied 
across the group
each of our businesses is responsible for 
ensuring a safe working environment in 
its breweries bottling plants and ofﬁ ces 
our aim is to create a healthy and positive 
workplace for our employees and more 
detail on our health and safety record can 
be found on page 48 of this report
addressing risks
we recognise that running a global business 
presents complex risks our aim is to 
maximise the opportunities and minimise 
the threats that any given risk presents so 
as to generate the greatest return for our 
shareholders we have a well developed 
riskmanagement process detailed on pages 
16 and 17 for identifying monitoring and 
managing the principal risks we face
the recent directors’ review reveals little 
signiﬁ cant change in the risks we face 
see pages 63 and 64 we have however 
stepped up our actions to mitigate risk 
in some areas the risk of changing 
consumer preferences is addressed in 
our continuing efforts to build and enhance 
our commercial capabilities to respond to 
changing consumer tastes and behaviours 
the management activities in australia 
have ensured that the integration project 
is running ahead of schedule
looking ahead
looking ahead to the rest of the current 
ﬁ nancial year i am immensely proud to have 
the opportunity to lead such an exceptional 
senior management team and to carry 
forward the inspiring story of sabmiller’s 
growth and development
trading conditions are expected to be 
broadly unchanged affording opportunities 
to grow our categories further particularly 
in developing markets we will continue to 
develop and differentiate our beer and soft 
drinks brand portfolios leveraging local 
insights to bring the right products to each 
market and capture value we will make price 
increases selectively unit input costs are 
expected to rise in low to mid single digits 
in constant currency terms focus will be 
maintained on cost effectiveness including 
continued synergy delivery in australia and 
expanding the scope of globallymanaged 
procurement cash generation will remain a 
priority targeted investments in production 
capacity marketing and sales capability will 
continue in order to drive growth
alan clark
chief executive
sabmiller plc annual report 2013 – 13
overview business review governance financial statements shareholder information how we create longterm sustainable value 
strength through local knowledge 
building the right 
brand portfolio
we construct 
comprehensive brand 
portfolios that cater for 
the full range of 
consumers and drinking 
occasions in each local 
market we build price 
ladders that match 
consumer aspiration at 
all income levels through 
a full spectrum of taste 
proﬁ les and packaging 
in selected markets where 
value can be created 
we operate full beverage 
portfolios including 
carbonated soft drinks 
water and nonalcoholic 
malt drinks 
understanding 
consumer tastes
we ensure that our brand 
portfolios remain relevant 
and the brands within 
them continue to grow 
sustainably our innovation 
programmes are driven 
by a continuous process 
of gathering insight 
into how and where 
consumers choose to 
buy and consume their 
favourite beverages 
being in the right 
markets
we invest selectively in 
markets where we believe 
that we can deploy 
our skills to generate 
sustainable cash returns 
that exceed our capital 
cost we expect to remain 
in each of our markets 
for the long term and to 
contribute to the health 
of the beer category 
having the right 
operating processes
we constantly strive 
to deﬁ ne and share 
best operating practice 
we incentivise our 
management at every 
level of the business 
through a rigorous 
process of team and 
individual goal setting 
which aligns the need for 
consistent improvement 
in annual proﬁ tability 
with the longer term 
ambition of achieving 
sustainable best practice 
our perpetual quest for 
improvement relies on a 
competitive approach to 
attracting and retaining 
the best available talent 
for every job
building the right 
partnerships
we see all our 
stakeholders – suppliers 
employees distributors 
joint ventures strategic 
alliances retailers 
governments and 
societies at large – 
as partners in a shared 
endeavour to compete to 
improve and to celebrate 
life through success
understanding
consumer tastes
building the right
brand portfolio
being in the
right markets
building the
right partnerships
having the right
operating processes
14 – sabmiller plc annual report 2013 key performance indicators
measuring our progress
financial goal what we measure why we measure how we have performed
2013 2012 2011
to deliver a higher return to our shareholders 
than our peer group over the longer term
total shareholder return in 
excess of the median of our 
peer group over ﬁ veyear 
periods 2012 and 2011 
threeyear periods
monitor the value created 
for our shareholders over 
the longer term relative to 
alternative investments in 
the drinks industry
140 89 73
growth in adjusted earnings 
per share
determine the improvement 
in underlying earnings per 
share for our shareholders
11 12 19
free cash ﬂ ow track cash generated to 
pay down debt return to 
our shareholders and invest 
in acquisitions
us
3230m
us
3048m
us
2488m
strategic priority what we measure why we measure how we have performed
2013 2012 2011
creating a balanced and attractive 
global spread of businesses
the wide geographic spread of our operations 
allows us to beneﬁ t from growth in volumes and 
value in beer markets around the world we 
continue to look for opportunities to strengthen 
our geographic footprint in both developing and 
developed markets through greenﬁ eld entries 
alliances mergers and acquisitions
the proportion of our total 
lager volume from markets in 
which we have no 1 or no2 
national market share positions
gain an overall picture of the 
relative strength of our market 
positions
95 93 94
the proportion of group 
ebita from developing and 
emerging economies
assess the balance of our 
earnings exposure between 
regions of the world economy 
with highest growth potential 
and more mature regions
72 76 79
developing strong relevant brand 
portfolios that win in the local market
we seek to develop attractive brand portfolios 
that meet consumers’ needs in each of our 
markets this includes expanding our offerings 
to address new consumer segments and 
drinking occasions strengthening our 
mainstream brands building a differentiated 
portfolio of global and local premium brands 
and channelling the right brands to the right 
outlets at the right time and price
organic growth in lager 
volumes
track underlying growth of 
our core business
3 3 2
group revenue growth
organic constant currency
assess the underlying rate 
of growth in sales value of 
our brand portfolios
7 7 5
revenue growth in premium 
brands constant currency
monitor progress in building 
our portfolio of global and 
local premium brands
10 14 7
constantly raising the proﬁ tability 
of local businesses sustainably
our aim is to keep enhancing our operational 
performance through topline growth and 
continuous improvement in costs and 
productivity it’s also important that we maintain 
and advance our reputation protect our licence 
to trade and develop our businesses sustainably 
for the beneﬁ t of our stakeholders
ebita growth
organic constant currency
track our underlying 
operational proﬁ t growth
9 8 12
ebita margin monitor our underlying 
operational proﬁ tability
186 179 178
hectolitres of water used at 
our breweries per hl of lager 
produced
gauge our progress in 
reducing the amount of 
water used in our breweries
37 hlhl 40 hlhl 42 hlhl
fossil fuel emissions from 
energy use at our breweries 
per hl of lager produced
assess progress towards 
reducing fossil fuel emissions 
at our breweries
111 kg 
co2ehl
124 kg 
co2ehl 
138 kg 
co2ehl 
leveraging our skills and global scale
our global spread presents increasing 
opportunities to gain value from the scale 
and skills of the group not least by leveraging 
our scale and expertise in procurement 
standardising our backofﬁ ce functions and 
integrating our frontofﬁ ce systems we are 
also beneﬁ ting from ongoing collaboration and 
the sharing of skills between our businesses
cumulative ﬁ nancial beneﬁ ts 
from our business capability 
programme
track the payback from 
our investment in the 
group business capability 
programme
us
1229m
us
890m
us
620m
the key performance indicators kpis outlined below are used 
to monitor progress against our overall ﬁ nancial goal and our 
four strategic priorities
further detail is contained within the chief financial ofﬁ cer’s review and the sustainable development review 
detailed deﬁ nitions and an explanation of the change since last year are on pages 180 and 181
sabmiller plc annual report 2013 – 15
overview business review governance financial statements shareholder information the principal risks facing the group and considered 
by the board are detailed below 
the group’s welldeveloped risk management process is described in the corporate 
governance section while ﬁ nancial risks are discussed in the chief financial ofﬁ cer’s 
review and in note 22 to the consolidated ﬁ nancial statements
principal risks 
focused on managing our risks
principal risk context speciﬁ c risks we face possible impact
industry 
consolidation
the global brewing and beverages industry 
is expected to continue to consolidate 
there will continue to be opportunities to 
enter attractive growth markets to realise 
synergy beneﬁ ts from integration and to 
leverage our global scale
• failing to participate in 
valueadding transactions
• paying too much to 
acquire a business
• not implementing 
integration plans 
successfully
• failing to identify and 
develop new approaches 
to market and category 
entry
lower growth rate 
proﬁ tability and 
ﬁ nancial returns
change in 
consumer 
preferences 
consumer tastes and behaviours are 
constantly evolving and at an increasingly 
rapid rate competition in the beverage 
industry is expanding and becoming more 
fragmented complex and sophisticated
• failing to develop and 
ensure the strength and 
relevance of our brands 
with consumers 
shoppers and customers
• failing to continue to 
improve our commercial 
capabilities to deliver 
brand propositions which 
respond appropriately to 
changing consumer 
preferences
market positions come 
under pressure market 
opportunities are missed 
lower top line growth rates 
and proﬁ tability
management 
capability
we believe that our people are our enduring 
advantage and therefore it is essential that 
we develop and maintain global 
management capability
• failing to identify develop 
and retain an appropriate 
pipeline of talented 
managers for the present 
and future needs of 
the group
lower longterm 
proﬁ table growth
regulatory 
changes
with the debate over alcohol consumption 
intensifying in many markets the alcohol 
industry is coming under increasing 
pressure from national and international 
regulators ngos and local governments
• regulation places 
increasing restrictions 
on the availability and 
marketing of beer
• tax and excise changes 
cause pressure on pricing
lower growth proﬁ tability 
and reduced contribution 
to local communities in 
some countries
acquisition 
of foster’s 
following the foster’s acquisition the group 
has committed to delivering a turnaround 
plan with speciﬁ c and communicated 
ﬁ nancial value creation
• failing to deliver 
integration objectives 
and commercial and 
operational excellence 
targets communicated 
as part of the 
turnaround plan
• failing to achieve the 
synergy and cost saving 
commitments of the 
transaction
lower growth rates and 
proﬁ tability damage to the 
group’s reputation for strong 
commercial capability and 
for making valuecreating 
acquisitions
delivering 
business 
transformation
the group continues to execute a major 
business capability programme that will 
simplify processes reduce costs and allow 
local management teams to focus more 
closely on their markets
• failing to derive the 
expected beneﬁ ts from 
the projects currently 
under way
• failing to contain 
programme costs or 
ensure execution is in line 
with planned timelines
increased programme 
costs delays in beneﬁ t 
realisation business 
disruption reduced 
competitive advantage 
in the medium term
16 – sabmiller plc annual report 2013 mitigation associated strategic priorities
• potential transactions are subject to rigorous analysis only opportunities with potential 
to create value are pursued
• proven integration processes procedures and practices are applied to ensure delivery 
of expected returns
• activities to deliver synergies and leverage scale are in place monitored closely and 
continuously enhanced
• developing nontraditional capabilities to enter and grow proﬁ tably in new markets
• creating a balanced and attractive 
global spread of businesses
• constantly raising the proﬁ tability 
of local businesses sustainably
• ongoing evaluation of our brand portfolios in every market to ensure that they target 
current and future opportunities for proﬁ table growth
• building our brand equities through innovation and compelling marketing programmes
• ensuring we have deep understanding of changing consumer and industry dynamics 
in key markets enabling us to respond appropriately to issues which may impact our 
business performance
• continued enhancement of the sabmiller marketing way which sets out the best 
practice approach for our commercial processes
• focus on monitoring and benchmarking commercial performance and developing 
the critical commercial capabilities that are required in order to win in local markets
• developing strong relevant brand 
portfolios that win in the local market
• constantly raising the proﬁ tability 
of local businesses sustainably
• leveraging our skills and global scale
• further develop the group’s leadership talent pipeline through our global talent 
management model and strategic people resourcing 
• sustaining a strong culture of accountability empowerment and personal development
• standardisation of key processes and best practices across the group through the 
rollout of the sabmiller ways
• developing strong relevant brand 
portfolios that win in the local market
• constantly raising the proﬁ tability 
of local businesses sustainably
• leveraging our skills and global scale
• rigorous adherence to the principle of selfregulation backed by appropriate policies 
and management review
• constructive engagement with government and all external stakeholders on alcohol
related issues and working with them to address the harmful use of alcohol
• investment to improve the economic and social impact of our businesses in local 
communities and working in partnership with local governments and ngos
• creating a balanced and attractive 
global spread of businesses
• developing strong relevant brand 
portfolios that win in the local market
• constantly raising the proﬁ tability 
of local businesses sustainably
• embedding of the sabmiller ways its processes systems and tools throughout 
the foster’s business
• ongoing monitoring of progress versus the integration plan including frequent and 
regular tracking of key performance indicators
• creating a balanced and attractive 
global spread of businesses
• developing strong relevant brand 
portfolios that win in the local market
• constantly raising the proﬁ tability 
of local businesses sustainably
• leveraging our skills and global scale
• senior leadership closely involved in monitoring progress and in making key decisions
• mechanisms in place to track both costs and beneﬁ ts
• rigorous programme management and governance processes with dedicated 
resources and clear accountability
• constantly raising the proﬁ tability 
of local businesses sustainably
• leveraging our skills and global scale 
sabmiller plc annual report 2013 – 17
overview business review governance financial statements shareholder information strategic focus areas
establishing beer as the preferred 
alcohol choice
enhancing beer’s appeal across 
consumer segments and occasions
making beer more affordable
meeting the aspirations of our 
premium consumers
optimising our service quality and reach
sustaining operational excellence and 
cost performance
raising awareness of the impact of 
illegal alcohol
in latin america lager volumes were up 3 
compared with the prior year firmer pricing 
underpinned reported group revenue growth 
of 9 while further cost leverage resulted in 
reported ebita growth of 13 effective 
marketing campaigns successful innovations 
and excellent trade execution contributed to 
alcohol market share gains across all 
countries in colombia honduras and el 
salvador the continued expansion of our bulk 
pack offering made beer more affordable for 
low income consumers while our efforts to 
drive premiumisation particularly with the 
miller brand range have shown encouraging 
results financial results were aided by a 
reduction in real terms of unit production 
costs distribution efﬁ ciencies and ﬁ xed cost 
productivity while marketing investment 
further supported expanded reach and 
innovation initiatives ebita margin increased 
90 bps to 270 or 80 bps on an organic 
constant currency basis in january 2013 
we announced the signing of an agreement 
to dispose of our milk and juice business 
in panama and this received regulatory 
approval in may 2013 the disposal will 
streamline the panama business and allow 
management to focus on our core lager and 
soft drinks businesses 
in colombia which saw a softening of 
economic growth and private consumption 
lager volumes grew by 3 while our share 
of the alcohol market improved by 150 bps 
reﬂ ecting the widening appeal of our brand 
and pack range in line with our commercial 
strategy the rollout of bulk packs continued 
to drive incremental volume while the 
december 2012 price increase on our 
mainstream single serve packs and selective 
price increases on our premium brands 
earlier in the year boosted revenue growth 
our enhanced sales service model with 
enhanced account development helped 
to improve trade coverage and product 
availability the light beer segment performed 
well on the back of águila light’s double digit 
volume growth reﬂ ecting both the appeal of 
light beer and the success of the bulk pack 
product costs showed a real reduction 
reﬂ ecting plant efﬁ ciencies while distribution 
costs beneﬁ ted from the insourcing of 
transport operations in the nonalcoholic 
malt beverages category volumes declined 
by 3 as a result of price reductions in the 
soft drinks market although our value share 
remained stable 
peru continued to perform strongly with full 
year lager volume growth of 5 lager share 
gains continued notwithstanding price 
increases taken ahead of the peak period 
supported by increased trade coverage and 
fridge investment our ﬂ agship brand cristal 
grew volumes by 15 reﬂ ecting the strong 
resonance of this brand with consumers 
underpinned by its food and football 
communication platforms pilsen trujillo 
operations review
latin america
 ‘effective marketing campaigns successful 
innovations and excellent trade execution 
contributed to alcohol market share gains 
across all countries’
karl lippert 
president sabmiller latin america
 signiﬁ cant business with production operations
 selling operations and major export markets
1
  in 2013 before exceptional charges of us63 million being business capability programme costs 2012 us119 million 
being business capability programme costs of us85 million and integration and restructuring costs of us34 million 
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth

reported 
growth

group revenue including 
share of associates usm 7158 – 136 527 7821 79
ebita
1
 usm 1865 – 42 205 2112 11 13
ebita margin  261 270
sales volumes hl 000
lager 41596 – 1411 43007 33
soft drinks 17418 – 448 17866 33
18 – sabmiller plc annual report 2013 continued to expand by sourcing consumers 
from illegal alcohol recording double digit 
volume growth for the year in the premium 
segment our local premium brand 
cusqueña saw softer volumes on the back 
of earlier price increases and the cycling of 
high growth in the prior year in the soft 
drinks category volume growth was strong 
with our nonalcoholic malt brand maltin 
power up 32 supported by digital 
campaigns and further penetration of the 
secondary education channel
in panama our lager volume 
growth of 7 was underpinned 
by healthy economic growth 
and low unemployment
ecuador lager volumes were up 2 despite 
increased trade restrictions and the loss of 
three trading days during presidential 
elections in february 2013 while two price 
increases during 2012 boosted revenue 
growth in the mainstream segment pilsener 
light volumes more than doubled reﬂ ecting 
the appeal of lighter beer in areas with 
warmer climates and beneﬁ ting our revenue 
mix our local premium brand club also saw 
double digit growth from the addition of the 
club roja red beer variant the expanded 
direct service model improved trade 
presence and enabled healthy gains in our 
share of the alcohol market we continued 
expansion of the new pet packs for the 
nonalcoholic malt brand pony malta 
resulting in volume growth of 25 as part of 
the group business capability programme the 
global is solution was deployed in the ﬁ rst 
half of the year which has helped streamline 
processes and improve productivity 
in panama our lager volume growth of 
7 was underpinned by healthy economic 
growth and low unemployment our brand 
portfolio development and market execution 
have signiﬁ cantly boosted our market share 
with the premium segment seeing robust 
growth driven by the strong adoption of 
miller genuine draft and miller lite miller lite 
more than tripled its volumes while both 
brands consolidated their positions as 
market leaders in their respective premium 
priced segments our nonalcoholic malt 
brand malta vigor recorded 13 growth 
while soft drinks volumes declined due to 
heightened price competition 
in honduras our focus on making beer 
more accessible to low income consumers 
with our affordable bulk packs has solidiﬁ ed 
our market position with over 500 bps 
improvement in share of the alcohol market 
this is against the backdrop of the 
government’s ﬁ scal deﬁ cit and continuing 
security concerns which have impacted both 
our ability to trade and consumer spending 
patterns where we have seen a structural 
shift over the last few years to more 
offpremise consumption nevertheless 
volumes were marginally ahead of the prior 
year with healthy growth shown by salva 
vida and miller lite soft drinks volumes grew 
by 1 aided by further fridge penetration 
and brand activations aimed at stimulating 
home consumption
el salvador saw robust domestic lager 
volume growth of 12 with bulk packs 
growing strongly which combined with 
signiﬁ cant ﬁ xed cost productivity boosted 
operating margins our ﬂ agship mainstream 
brand pilsener grew by 19 while golden 
light which was repositioned in the upper 
mainstream segment grew volumes by 
double digits in the premium segment our 
local brand suprema grew by 17 assisted 
by the launch of the red beer variant 
suprema roja and increased market 
activations soft drinks volumes grew by 3 
over the prior year with particularly strong 
growth in nonalcoholic malts and juices
 consumer insight boosts pilsener 
in el salvador
our ‘todos por mis amigos’ ‘all for my friends’ 
tv campaign in el salvador showed locals 
ﬁ nding ingenious ways to grab some fun time 
with their friends over a pilsener this witty insight 
into the salvadoran character has transformed 
pilsener’s sales
sabmiller plc annual report 2013 – 19
overview business review governance financial statements shareholder information operations review
latin america continued
 larger packs 
lower cost
in colombia águila is now 
available in larger 750ml packs 
to encourage a sharing culture 
as already exists in peru and 
to offer lowincome consumers 
a more affordable option
 linking cultural 
heritage and economic 
development
with a number of partners 
we’re running a programme in 
cusco peru to conserve the 
local cultural heritage attract 
sustainable tourism and improve 
the skills of small entrepreneurs 
the aim is to promote local 
economic development and 
create jobs
 transforming the 
culture in el salvador
a culturechange programme 
in el salvador has engaged the 
whole business in overcoming 
‘imaginary limitations’ this has 
contributed greatly to a boost 
in our performance with ebita 
growth of more than 30 in the 
year and the salvadoran brewery 
ranked the best in the group
 30
ebita growth
 miller lite takes 
panama’s premium 
segment by storm
miller lite has changed the 
dynamics of the panamanian 
beer market in the past year 
it has gained a 75 share of 
the premium segment and is 
now our most proﬁ table brand 
in panama
 innovation adds 
new dynamism to 
club colombia
the roja and negra extensions 
to club colombia have enhanced 
the sales and proﬁ tability of 
this mature brand in the past 
two years supporting the 
premiumisation of the beer 
category in colombia
20 – sabmiller plc annual report 2013 strategic focus areas
drive revenue and margin growth 
through enhanced consumer 
perceptions of the beer category 
progressive development of our brand 
portfolio and innovative marketing
continue to drive differentiation 
amid structural market challenges 
through innovation in product 
packaging and dispense systems
leverage scale cost advantage 
and focus
in europe lager volumes were up 3 or 6 
on an organic basis organic information 
includes our share of anadolu efes’ results 
for march 2013 and excludes trading in 
russia and ukraine in the prior year following 
the conclusion of our strategic alliance in 
march 2012 despite a challenging economic 
backdrop volume growth was delivered 
through successful launches of brand and 
pack innovations except for the czech 
republic all our markets saw improved 
domestic volume performance beer market 
trends continued with growth of the modern 
trade especially the discounter channel and 
declining onpremise channels together with 
increased relevance of economy brands and 
packs reported ebita was down 6 
impacted by the weakening of european 
currencies against the us dollar organic 
constant currency ebita was up 1 compared 
with the prior year with a margin decline of 
70 bps on the same basis driven by increased 
raw material costs and negative mix effects
in poland lager volumes were up 8 
beneﬁ ting in the ﬁ rst half from the euro 2012 
football tournament and the cycling of a weak 
comparative period with performance in the 
second half assisted by brand innovations 
and buying ahead of price increases at the 
end of march 2013 selective resetting of 
price points assisted the growth of our core 
brands tyskie gained market share 
supported by the successful ‘5th stadium’ 
campaign and the launch of tyskie klasyczne 
while growth of mainstream brand z
˙
ubr was 
driven by effective promotional activities 
the launch of lech shandy helped develop 
a new category and boosted the performance 
of premium brand lech ebita was level 
with the prior year as increases in revenue 
per hl and volumes were offset by raw 
material cost increases and higher marketing 
investment to support key campaigns and 
innovation launches
domestic volumes in the czech republic 
were down 3 channel dynamics affected 
performance with the continuing consumer 
shift from the highvalue onpremise channel 
to the offpremise channel along with 
selective price increases in the offpremise 
channel in october which impacted the 
third quarter consequently our performance 
in the superpremium and mainstream 
segments was adversely impacted as pilsner 
urquell and gambrinus respectively are 
heavily skewed to the onpremise channel 
premium segment performance was boosted 
by kozel 11 with outlet expansion driving 
growth along with the successful launch 
of gambrinus radler ebita declined due 
to channel mix and increased input costs 
despite operational cost efﬁ ciencies
operations review
europe
 ‘despite a challenging economic backdrop 
volume growth was delivered through successful 
launches of brand and pack innovations’
sue clark 
managing director sabmiller europe
 signiﬁ cant business with production operations
 selling operations and major export markets
 associates
1
  in 2013 before exceptional charges of us64 million being business capability programme costs 2012 net exceptional 
gains of us1135 million being net proﬁ t on disposal of businesses of us1181 million a refund of a previous antitrust 
ﬁ ne of us42 million and business capability programme costs of us88 million
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue including 
share of associates usm 5482 455 387 217 5767 55
ebita
1
 usm 836 7 63 4 784 1 6
ebita margin  153 136
sales volumes hl 000
lager 43951 730 2110 45331 63
soft drinks 533 6903 145 7581 28 1322
sabmiller plc annual report 2013 – 21
overview business review governance financial statements shareholder information operations review
europe continued
in romania lager volumes grew by 24 
primarily driven by the growth of economy 
brand ciucas ¸ in a new pet pack launched 
at the end of the prior ﬁ nancial year 
mainstream brand timisoreana performed 
ahead of prior year beneﬁ ting from growth 
in pet and marketing activity associated 
with the national football team sponsorship 
our premium brand ursus also grew assisted 
by the launch of a new bottle in the second 
half of the year along with a supporting 
promotional campaign increased investment 
in discounts and marketing resulted in ebita 
below the prior year
domestic lager volumes grew 4 in italy 
despite a particularly challenging economic 
environment and poor consumer sentiment 
growth was mainly driven by the mainstream 
and economy segments with peroni 
beneﬁ ting from the expansion of draught 
volumes and economy brand wuhrer 
performing well in the offpremise channel 
premium brand nastro azzurro performed 
ahead of the prior year with the subdued 
market impacting performance in the 
onpremise channel while offpremise growth 
was supported by promotional activities 
despite negative sales mix and higher input 
costs volume growth resulted in ebita growth 
in the united kingdom the continued 
growth of peroni nastro azzurro through 
onpremise expansion resulted in volume 
growth of 4 ebita grew ahead of the 
prior year with revenue per hl growth and 
volume increases
in the netherlands domestic lager 
volumes were up 1 in a highly competitive 
environment impacted by low consumer 
conﬁ dence resulting from economic 
uncertainty in this environment the on
premise channel was negatively impacted 
but growth was delivered in the offpremise 
channel volume growth and revenue per hl 
improvements resulted in increased ebita 
compared with the prior year
in romania lager volumes 
grew by 24 primarily driven 
by the growth of economy 
brand ciucas ¸ in a new pet 
pack launched at the end 
of the prior ﬁ nancial year
in the canaries lager volumes grew 2 against 
a backdrop of weak consumer sentiment in 
a challenging economic environment driven 
by strong performance in the offpremise 
channel while the onpremise channel 
continued to be subdued volumes grew 8 
in slovakia driven by the successful launch 
of smadny mnich radler along with growth 
of kozel and pilsner urquell in hungary 
volumes were up 5 boosted by strong 
promotional support in the onpremise 
channel along with the successful launch 
of hofbrau radler
on a pro forma
1
 basis our associate anadolu 
efes grew total volumes by 6 for the year 
with an 8 decline in lager more than offset 
by soft drinks growth of 14
 the innovative ksia ˛z

e ˛ce collection
ksia ˛z

e ˛ ce is a collection of premium speciality 
beers its three variants lend themselves to different 
occasions and ways of serving and have proved 
a success with polish beer consumers looking for 
new taste experiences
1
  pro forma volumes are based on volume information 
for the period from 1 april 2011 to 31 march 2012 using 
sabmiller’s deﬁ nition of volumes for the enlarged anadolu 
efes group as if the strategic alliance had commenced on 
1 april 2011
22 – sabmiller plc annual report 2013 reduction in co2 emissions 
in the netherlands
 internship scheme attracts the best 
in collaboration with two universities in pilsen and 
prague our internship programme in the czech 
republic offers talented young people a high
quality mentored development programme within 
the business miloslava kovac ˘ ková and lucie 
švejdová are two of 16 trainees selected from more 
than 150 candidates in 2012
 brewery fresh
the delivery of tanked 
unpasteurised pilsner urquell 
direct from the brewery to the 
pub in the czech republic has 
raised the image of beer and 
strengthened links with the trade  
pilsner urquell fresh from the tank 
is now also available in slovakia
 seizing the shandy opportunity
by launching lech shandy in april 2012 our polish 
business beat its main competitor into the shandy 
segment enabling it to establish a favourable price 
point and position in the market the product 
exceeded its annual target within ﬁ ve months
 dutch business wins 
lean and green award
as part of the dutch 
government’s lean and green 
initiative our business in the 
netherlands undertook to cut 
its co2 emissions by 20 
between 2007 and 2012 with 
actions that included modifying 
road transport operations we 
achieved almost 22
 a fresh take on italian style
playing on the theme of italian style our ‘opera di 
peroni’ and ‘amici’ programmes for peroni nastro 
azzurro in the uk have brought al fresco opera to 
city audiences and aperitivo and dining evenings to 
urban trendsetters helping to drive share and 
reinforce the brand’s premium positioning
sabmiller plc annual report 2013 – 23
overview business review governance financial statements shareholder information financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue including 
share of associates usm 5250 9 – 96 5355 22
ebita
1
 usm 756 4 – 19 771 32
ebita margin  144 144
sales volumes hl 000
lager – 
excluding contract brewing 41346 32 793 40585 2 2
millercoors’ volumes
lager – 
excluding contract brewing 39848 32 612 39268 2 1
sales to retailers strs 39760 na na 38818 na 2
contract brewing 4549 na na 4760 na 5
operations review
north america 
strategic focus areas
win in premium lights with coors light 
miller lite and miller 64 
expand millercoors’ position in above
premium with big new innovations 
create value through strong revenue 
and category management in partnership 
with chain and independent customers 
support and develop the threetier 
distribution system to drive effectiveness 
and value
the north america segment includes 
the group’s 58 share of millercoors and 
100 of miller brewing international and the 
group’s north american holding companies 
total north america reported ebita was 2 
higher than the prior year driven by ﬁ rm 
pricing and favourable mix
millercoors
for the year ended 31 march 2013 
millercoors’ us domestic sales to retailers 
strs declined by 2 on a trading day 
adjusted basis amid weaker industry 
performance domestic sales to wholesalers 
stws were down by 2 on an organic 
basis ebita increased by 1 as the impact 
of lower volumes increased costs of goods 
sold and higher marketing spend was more 
than offset by strong revenue management 
and favourable sales mix 
premium light volumes were down by low 
single digits as the continued growth in 
coors light was offset by a mid single digit 
decline in miller lite coors light has 
beneﬁ ted from the brand’s ‘refreshment as 
cold as the rockies’ campaign and focus on 
multicultural outreach while miller lite has 
continued to invest in the ‘it’s miller time’ 
campaign the tenth and blake division saw 
double digit volume growth driven by blue 
moon and leinenkugel’s and their seasonal 
variants with leinenkugel’s summer shandy 
performing particularly well the economy 
segment declined by midsingledigits as 
consumers continued to trade up to other 
categories the premium regular segment 
was also down by mid single digits with a 
doubledigit decline in miller genuine draft 
partly offset by mid single digit growth in 
coors banquet other brands in the 
abovepremium segment grew by low single 
digits following the national launch of redd’s 
apple ale and third shift amber lager 
millercoors’ revenue per 
hectolitre grew by 3 due to 
strong pricing and favourable 
brand mix
 signiﬁ cant business with production operations
 selling operations and major export markets
 
¹  in 2013 before exceptional charges of usnil 2012 us35 million being the group’s share of millercoors’ impairment of 
the sparks brand
 ‘millercoors’ ebita increased by 1 as the 
impact of lower volumes increased costs 
of goods sold and higher marketing spend 
was more than offset by strong revenue 
management and favourable sales mix’
tom long 
chief executive ofﬁ cer millercoors
24 – sabmiller plc annual report 2013 millercoors’ revenue per hectolitre grew 
by 3 due to strong pricing and favourable 
brand mix following growth in the tenth 
and blake division and the abovepremium 
segment together with a decline in the 
economy segment cost of goods sold per 
hectolitre increased by low single digits due 
to higher brewing material costs and adverse 
pack mix linked to product innovation partly 
offset by cost saving initiatives
increased media investment behind the 
premium light portfolio together with higher 
spending on new products and packaging 
innovation led to an increase in marketing 
spend our share of impairment charges 
relating to the discontinuation of home draft 
packaging and of information systems assets 
related to millercoors’ business transformation 
project was taken during the year
 leinenkugel’s – 
the shandy that became a cult
launched in 2007 leinenkugel’s summer shandy 
has become the largest seasonal beer in the usa 
and gained a cultlike following despite calls for 
yearround sales it remains available only from 
march to august – supported in summer 2013 
by national tv advertising
sabmiller plc annual report 2013 – 25
overview business review governance financial statements shareholder information operations review
north america continued
 rapid growth for coors light
by building on its ‘rocky mountain cold refreshment’ 
positioning in 2012 coors light recorded the 
greatest growth by volume of any established beer 
brand in the usa and became the country’s 
number two brand  
 safe rides home
since 1987 the miller lite free 
rides
tm
 programme has provided 
safe transport home for over 
three million people after public 
celebrations in 2012 our us 
joint venture became the ﬁ rst 
corporate sponsor of chicago’s 
new year’s eve penny rides 
programme taking 130000 
revellers safely home
 encouraging a 
knowledge and 
appreciation of ﬁ ne beer
as consumers have become 
more beerliterate millercoors’ 
crafts and imports division has 
stepped up its beer education 
programmes over 500 
employees distributors and 
retailers have completed the 
company’s weeklong training 
course and all employees must 
prove their skills in beer sales 
and service
 innovation revitalises 
miller lite’s can business
the introduction of miller lite’s punch top can 
‘no matter how you punch it it’s miller time’ 
has created intense interest among retailers and 
consumers stimulating social media and reversing 
a downward trend in miller lite’s can sales
 the master craftsman
keith villa intended to be a 
doctor until an internship ignited 
his passion for brewing after 
training in belgium he returned 
to the usa and crafted one 
of the country’s most popular 
beers blue moon belgian white  
he continues to create award
winning beers for millercoors
photograph by don cudney
26 – sabmiller plc annual report 2013 operations review
africa
strategic focus areas
drive growth in beer and soft drinks 
through full brand portfolios wider 
price ranges and expansion into 
adjacent categories
step up investment behind our 
mainstream brands and differentiated 
premium portfolio
increase share of alcohol through 
accessible brand and package offerings
further develop sales and distribution 
to enhance our outlet presence and 
extend our geographic coverage
mitigate high imported input costs 
through innovation and local supply chains
in africa lager volumes grew 6 despite 
cycling strong comparative growth of 14 
in the prior year double digit volume growth 
was achieved in a number of territories but 
this was partially offset by the impact of 
a signiﬁ cant excise increase in tanzania 
dampening sales and softer trading in 
uganda driven by a weaker economy 
the castle brand family continued to deliver 
robust growth with the premium offering 
castle lite growing by 43 for the year 
we continue to invest in the future growth 
of the region with the commissioning of two 
new facilities at onitsha in nigeria and ndola 
in zambia during the year in addition 
capacity constraints were further alleviated 
during the year by expansions in ghana 
south sudan and zimbabwe 
soft drinks volumes on an organic basis 
grew strongly at 9 supported by continued 
growth in the nonalcoholic malt beverages 
category most notably in nigeria and 
tanzania and sparkling soft drinks growth 
in ghana zambia zimbabwe and castel 
reported soft drinks volumes declined 
as a result of the prior year management 
ownership changes related to the angolan 
businesses other alcoholic beverages 
organic growth of 6 was dampened by 
a decline in botswana due to the zoning 
legislation enacted during the year which 
negatively impacted chibuku volumes 
as part of our affordability strategy traditional 
beer is now available in 10 markets as we 
continue to expand our geographic footprint 
and is taking share from informal alcohol 
chibuku super a traditional beer that is 
bottled in pet and has a longer shelf life 
is performing particularly well in zambia 
and was recently launched in zimbabwe
reported ebita growth of 13 20 on 
an organic constant currency basis was 
achieved through a combination of volume 
growth improving group revenue per hl 
driven by pricing and positive segment mix 
in lager increased local sourcing of raw 
materials efﬁ ciencies gained through our 
capacity expansion and synergy beneﬁ ts 
from the combination of our angolan and 
nigerian businesses with castel underpinned 
ebita growth this was partially offset by 
costs associated with our capacity expansion 
and increasing marketfacing investment 
including growing our sales force and 
increasing marketing spend in markets 
strong ebita margin expansion of 150 bps 
to 217 was principally driven by synergies 
in angola and nigeria as well as geographic 
mix beneﬁ ts 
in tanzania where we were cycling a strong 
comparative lager volumes declined by 8 
mainly due to the negative impact of the 25 
excise increase and softer consumer 
 ‘in africa lager volumes grew 6 despite 
cycling strong comparative growth of 14 
in the prior year’
mark bowman
managing director sabmiller africa
 signiﬁ cant business with production operations
 associates
1
  in 2013 before net exceptional credits of us72 million being proﬁ t on disposal of business us79 million net of 
us5 million share of associates’ impairments 2012 net exceptional gains of us185 million being proﬁ t on disposal 
of business of us67 million proﬁ t on disposal of investment in associate of us103 million and the group’s share of 
the proﬁ ts on transactions in associates of us23 million net of us8 million business capability programme costs
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue including 
share of associates usm 3686 210 221 598 3853 18 5
ebita
1
 usm 743 2 46 143 838 20 13
ebita margin  202 217
sales volumes hl 000
lager 17374 35 1036 18445 66
soft drinks 13475 1570 1058 12963 9 4
other alcoholic beverages 5330 75 321 5726 67
sabmiller plc annual report 2013 – 27
overview business review governance financial statements shareholder information operations review 
africa continued
spending however lager volumes returned 
to growth at the end of the year and the 
fourth quarter was in line with the prior year 
castle lite outperformed the market with 
growth of 17 despite the tough trading 
conditions the wines and spirits business 
continued to grow driven by new product 
and pack innovations 
lager volumes in mozambique grew by 
11 underpinned by our full portfolio offering 
in the mainstream segment both 2m and 
manica posted double digit growth while 
castle lite grew at a signiﬁ cantly higher rate 
in the premium segment in the ﬁ rst full year 
since its launch impala our cassavabased 
affordable offering continues to impress as 
we begin to expand its reach 
capacity constraints that had previously 
limited growth in zambia have now been 
alleviated with the commissioning of the 
brewhouse at ndola in november 2012 
lager volume growth of 12 was achieved 
through improved availability and an 
improved economic environment the 
premium portfolio beneﬁ ted from strong 
growth of castle lite while castle lager 
and mosi performed well in the mainstream 
segment soft drinks delivered strong volume 
growth traditional beer volumes also posted 
good growth aided by the launch of chibuku 
super in the ﬁ rst half of the year which has 
begun to revolutionise the category 
in nigeria lager volumes grew 
signiﬁ cantly both as reported 
and organically due to the 
additional capacity provided 
by the commissioning of our 
greenﬁ eld brewery in onitsha 
in august 2012
in nigeria lager volumes grew signiﬁ cantly 
both as reported and organically due to 
the additional capacity provided by the 
commissioning of our greenﬁ eld brewery 
in onitsha in august 2012 the successful 
launch of hero lager and the continued 
growth of the trophy lager brand 
botswana continued to feel the impact of 
antialcohol sentiment with the introduction 
of zoning legislation and a further increase 
in the alcohol levy total alcoholic beverage 
volumes declined during the year with 
market share gains in lager volumes more 
than offset by the decline in traditional beer 
volumes as a result of the impact of the 
new zoning regulations 
lager volumes in uganda ended in line with 
the prior year as a result of softer consumer 
spending following a sustained period of high 
inﬂ ation in ghana lager volumes grew by 
15 driven by the continued growth of club 
lager in addition we launched our second 
african cassavabased lager in march 2013 
despite challenges in south sudan 
particularly in the second half of the year 
double digit growth in lager volumes was 
achieved led by the white bull brand 
in zimbabwe lager volumes at our associate 
delta were dampened by exciserelated 
pricing in november 2012 and a more 
subdued economic landscape lager volume 
growth of 4 on an organic basis was 
achieved through an increased focus on 
market activations on premium brands while 
traditional beer volumes declined marginally   
our associate castel delivered pro forma
1
 
lager volume growth of 6 with good volume 
performances in cameroon ethiopia and 
burkina faso pro forma
1
 soft drinks volumes 
grew by 9
1
  pro forma volumes are based on volume information 
for the period from 1 april 2011 to 31 march 2012 for 
the castel business as if the management combinations 
in angola and nigeria and the castel acquisition 
in madagascar had occurred on 1 april 2011
 ghana’s original lager continues 
to grow
repositioned to appeal to young professionals 
club premium lager grew by 32 this year 
and has become ghana’s largest selling lager
 new brewery new brand
to mark the opening of its new brewery in 
onitsha our nigerian business launched a 
new mainstream brand in september 2012 
rooted in nigeria’s south east hero is now 
contributing to the strong annual growth 
rate across the business
28 – sabmiller plc annual report 2013  impala beneﬁ ts consumers 
and farmers alike
launched in mozambique in 2011 and the ﬁ rst 
commercial beer to be made from cassava impala 
delivered a strong performance by providing an 
affordable alternative to home brews and creating 
a new market for local growers
 chibuku super brings innovation 
to traditional opaque beer  
in the ﬁ rst major change to the chibuku brand since 
the 1960s the highermargin chibuku super is 
pasteurised and lightly carbonated and has a much 
longer shelflife than the original it’s now produced 
in zimbabwe as well as zambia
 developing talent in africa
under our africa nationals programme 30 managers 
have been given international experience in african 
countries outside their home market our aim 
is to develop their capabilities through practical 
involvement as opposed to formal training and 
to ensure a pipeline of high quality candidates 
for key positions in the future 
 safari lager beats 
50 entries to become 
africa’s grand champion
the africa beer awards in ghana 
in march 2013 were the ﬁ rstever 
awards from the institute of 
brewing and distilling for beers 
brewed in africa we scooped 
12 of the 13 awards on offer with 
safari lager from tanzania taking 
the grand champion beer award       
 30
managers on 
foreign assignments 
in african markets
sabmiller plc annual report 2013 – 29
overview business review governance financial statements shareholder information operations review
asia paciﬁ c
strategic focus areas
reinvigorate our carlton  united 
breweries’ cub brands and commercial 
functions while delivering cost synergies 
further build market leadership in 
china while enhancing proﬁ tability
continue to drive snow the largest 
beer brand in china with additional 
premium variants to increase revenue
pursue market liberalisation in india 
and focus investment on growth and 
proﬁ tability in selected states
in asia paciﬁ c lager volumes for the year 
grew by 6 on an organic basis with 
reported volume growth of 16 reﬂ ecting 
the foster’s acquisition and some acquisitions 
in china all of which were completed in the 
prior year reported ebita grew by 166 
and group revenue per hl grew by 40 
primarily due to the inclusion of foster’s 
ebita margin increased by 590 bps on 
a reported basis also due to the beneﬁ t 
of the foster’s acquisition
in australia lager volumes on a pro forma
1
 
continuing basis
2
 delivered an improving 
trend with 3 growth in the fourth quarter 
versus the prior year this strong performance 
has been underpinned by ﬂ agship brand 
victoria bitter returning a second consecutive 
quarter of sales growth since its relaunch 
in october 2012 the ﬁ rst such growth in over 
a decade the fourth quarter performance 
was further supported by strong growth in 
the contemporary mainstream and premium 
segments with brands such as carlton dry 
great northern brewing co peroni and miller 
all performing strongly
full year volumes were lower by 5 on a pro 
forma
1
 continuing basis
2
 while total volumes 
including discontinued brands were down 
13 weak underlying market growth in the 
ﬁ rst three quarters of the year underpinned 
the majority of the pro forma
1
 decline
our strategy to restore the core has resulted 
in strong volume resurgence by both victoria 
bitter in the second half of the year and 
crown lager for the full year while carlton 
dry continued with solid growth compared 
with the prior year focus on premium 
growth opportunities has seen volumes for 
peroni and miller genuine draft grow on a 
pro forma
1
 basis compared with the prior 
year due to increased marketing campaigns 
and from leveraging cub’s extensive 
distribution network in addition we have 
introduced a number of innovative cider 
variants to continue the strong growth 
within this premium margin market segment 
delivering full year pro forma
1
 volume growth 
of 7 compared with the prior year
promotional optimisation strategies 
implemented post acquisition focused 
on delivering greater value both for our 
customers and ourselves resulting in 
pro forma
1
 group revenue per hl up 4 
this result was underpinned by an increased 
focus on proﬁ table revenue growth as well 
as strong execution behind our premium 
portfolio the integration programme continues 
to progress well and ahead of expectations 
with half the anticipated annual net operating 
proﬁ t synergies already delivered for the 
group initiatives driving this beneﬁ t include 
the integration of the paciﬁ c beverages 
business world class manufacturing and 
 ‘in asia paciﬁ c lager volumes for the year 
grew by 6 on an organic basis with reported 
volume growth of 16 reﬂ ecting the foster’s 
acquisition and some acquisitions in china’
ari mervis
managing director sabmiller asia paciﬁ c
 signiﬁ cant business with production operations
 selling operations and major export markets
 associates
1
  in 2013 before exceptional charges of us104 million being integration and restructuring costs of us74 million and 
impairments of us30 million 2012 us70 million being transactionrelated costs of us109 million integration and 
restructuring costs of us26 million business capability programme costs of us1 million and a gain on remeasurement 
of existing interest in joint venture on acquisition of us66 million
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue including 
share of associates usm 3510 2171 106 110 5685 3 62 
ebita
1
 usm 321 524 12 22 855 7 166 
ebita margin  91   150  
sales volumes hl 000
lager 58121 5960 3211 67292 6 16
30 – sabmiller plc annual report 2013 procurement programmes and grid and 
logistics improvement initiatives the integration 
programme has also increased capability 
across all functions with deliberate prioritisation 
of revenue and people management marketing 
and manufacturing via the roll out of sabmiller’s 
capability ways all of these factors combined 
enabled solid pro forma
1
 domestic ebita 
growth with pro forma
1
 ebita margin 
advancing in excess of 300 bps
the sale of foster’s interests in its fijian 
beverage operations foster’s group paciﬁ c 
limited to cocacola amatil ltd cca 
was completed on 7 september 2012 and 
foster’s soft drinks assets were also sold 
to cca on 28 september 2012 there was 
no gain or loss on either disposal with 
effect from 1 october 2012 our associate 
distribution business in dubai previously 
reported as part of australia was transferred 
to our europe division 
in china lager volumes grew 6 on a 
reported basis 5 on an organic basis 
our associate cr snow continued to expand 
its national market share although market 
growth was affected by heavy and prolonged 
rains and cooler temperatures that affected 
certain key provinces particularly during the 
ﬁ rst and third quarters of the ﬁ nancial year 
market share increases were delivered in 
jiangsu guizhou shanxi inner mongolia 
guangdong and heilongjiang although 
market share was lost in sichuan anhui and 
zhejiang provinces
in australia lager volumes on 
a pro forma
1
 continuing basis
2
 
delivered an improving trend 
with 3 growth in the fourth 
quarter versus the prior year
group revenue per hl on a reported basis was 
broadly level with the prior year impacted by 
provincial mix the underlying trend continues 
to be positive in most provinces driven by 
cr snow’s strategy of premiumisation of the 
portfolio underpinned by the growth of key 
snow variants notably snow draft and snow 
brave the world the rising costs of raw 
materials higher labour costs and shifting 
product mix have increased operating costs 
substantially but ebita margin increased driven 
by costcontrol and efﬁ ciency initiatives with 
a double digit increase in ebita as a result
in february 2013 cr snow entered into an 
agreement to acquire the brewery business 
of kingway brewery holdings limited the 
transaction was approved by shareholders of 
kingway on 9 may 2013 but remains subject 
to regulatory approval 
lager volumes in india grew 20 with 
strong performance across the year and 
the cycling of trade restrictions in andhra 
pradesh to the end of august 2012 good 
growth was achieved in most states in which 
the business operates including the key 
states of karnataka haryana madhya 
pradesh punjab maharashtra and andhra 
pradesh underpinned by strong performance 
from the core mainstream brands and 
innovation in the premium segment with the 
continued rollout of miller high life group 
revenue per hl increased by 7 on a 
constant currency basis reﬂ ecting price 
increases in certain states and a continued 
focus on higher margin brands packs and 
states the strategy of focusing resources on 
areas of greater proﬁ tability continues to yield 
strong results and ebita increased more 
than 70 when compared with the prior year
 australia’s ‘big cold beer’ is back
reversing a decade of declining sales with two 
consecutive quarters of growth cub’s iconic 
victoria bitter has been restored to its original 
strength and ﬂ avour regaining its place as the 
country’s best cold beer
1
  pro forma volumes and ﬁ nancial information are based 
on results reported under ifrs and sabmiller accounting 
policies for the period from 1 april 2011 to 31 march 2012 
as if the foster’s and paciﬁ c beverages transactions had 
occurred on 1 april 2011 
2
  pro forma continuing basis adjusts for the impact of 
discontinued licensed brands in all comparative information
sabmiller plc annual report 2013 – 31
overview business review governance financial statements shareholder information operations review
asia paciﬁ c continued
 showcasing the best new hops
cub’s partnership with hop products australia is 
devoted to building hop expertise and developing 
new varieties that are showcased in the cascade 
first harvest beer each year
 snow reinforces its 
position as the world’s 
biggest beer brand
cr snow in china has increased 
its capacity and widened its 
coverage with the addition of 
seven new breweries during the 
year the snow brand continues 
to grow ahead of the market with 
a rising share of the faster
growing premium segments
 replenishing groundwater in india
at our rochees brewery in rajasthan we have 
funded the construction of six dams to help restore 
groundwater levels the subsequent rise in aquifer 
levels has replenished almost as much water as the 
brewery extracted last year
 brewed in india for india
designed for the indian palate 
indus pride is the ﬁ rst indian beer 
to be brewed with authentic indian 
herbs and spices four new variants 
based on cardamom coriander 
cinnamon and fennel are the result 
of months of innovation to capture 
india’s essence
 new pride among 
cub’s brewers
over recent months cub in 
australia has applied our global 
brewing standards to all its 
processes the resulting 
improvements in taste across the 
portfolio have been validated by 
feedback from consumers and 
customers alike our team of 
delighted brewers claim they’ve 
ﬁ nally got their beers back
32 – sabmiller plc annual report 2013 operations review
south africa
strategic focus areas
create growth by further developing 
our beer and soft drinks portfolio while 
ensuring that the core brands continue 
to resonate with consumers 
leverage scale to drive productivity and 
reinvest savings in marketfacing activities
engage the competition in all 
alcohol categories
shape a culture of partnership and 
superior beer and soft drinks service 
offering in all classes of trade
show leadership in shaping our role 
and purpose in society
beverages
the south africa beverages business 
reported a 3 decline in reported ebita due 
to the weakness of the south african rand 
against the us dollar but delivered strong 
constant currency ebita growth of 10 and 
improved ebita margins the continued 
focus on marketfacing activities and 
enhanced retail execution helped drive 
good volume growth in spite of a deterioration 
in consumer conﬁ dence towards the latter 
part of the year
group revenue declined by 5 on a reported 
basis due to the continued depreciation 
of the rand but was up 8 on a constant 
currency basis group revenue per hl grew 
by 6 on a constant currency basis while 
net revenue growth after excise was 
curtailed by the 10 beer excise increase 
implemented in february 2012 lager 
revenue beneﬁ ted from strong growth in 
the premium beer portfolio and a moderate 
price increase in february last year in the 
soft drinks portfolio revenue growth was 
tempered by well below inﬂ ationary price 
increases across the portfolio  
we continued to make signiﬁ cant 
investments in marketfacing operations 
funded largely by savings in nonmarket
facing areas 
lager volumes grew 2 despite the 
worsening consumer environment and we 
continued to gain market share as volumes 
beneﬁ ted from innovative throughtheline 
promotional campaigns castle lite gained 
additional market share in the premium 
segment increasing its share of the total beer 
industry to more than 10 this was 
achieved by continuing to leverage its unique 
‘extra cold’ brand positioning castle lager 
continued its strong growth following the 
success of the ‘it all comes together with 
a castle’ campaign which draws on its 
combination of the ﬁ nest homegrown 
ingredients carling black label’s rate of 
decline was reversed supported by the 
awardwinning marketing campaign ‘carling 
cup’ in addition carling’s ‘be the coach’ 
campaign won four cannes lions awards 
the ﬁ rst ever south african breweries has 
been awarded
lager sales beneﬁ ted from innovation in 
retail execution as well as continuing 
improvements in customer service there 
was a strong focus on key trade marketing 
and customer loyalty programmes tailored 
to speciﬁ c key classes of trade there was 
a signiﬁ cant increase in the sales force and 
the role of the customer interaction centre 
was enhanced
 ‘the continued focus on marketfacing activities 
and enhanced retail execution helped drive 
good volume growth’
norman adami
chairman sabmiller beverages south africa
 signiﬁ cant business with production operations
 selling operations and major export markets
1
  in 2013 before exceptional charges of us22 million being charges incurred in relation to the broadbased black 
economic empowerment scheme of us17 million integration and restructuring costs of us17 million net of business 
capability programme credits of us12 million 2012 us41 million being broadbased black economic empowerment 
scheme charges of us29 million and business capability programme costs of us12 million
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue including 
share of associates usm 5815 – 762 487 5540 8 5
ebita
1
 usm 1168 – 155 116 1129 10 3
ebita margin  201 204
sales volumes hl 000
lager 26859 – 421 27280 22
soft drinks 17979 – 389 18368 22
other alcoholic beverages 1565 – 48 1613 33
sabmiller plc annual report 2013 – 33
overview business review governance financial statements shareholder information operations review 
south africa continued
a number of measures were implemented 
to drive social responsibility during the year 
including the development of a detailed 
water risk map for the supply chain which 
led to the ﬁ rsttime introduction of sustainable 
agriculture principles to 500 farmers 
in addition our efforts to promote responsible 
consumption continued through a new public 
private partnership established with the 
national institute for crime prevention and 
the reintegration of offenders nicro to 
further our work on tackling drink driving
soft drinks volumes grew 2 cycling a 
strong performance in the second half of 
the prior year and despite a more challenging 
consumer landscape and a double digit price 
increase on the core returnable glass pack 
in december 2012 the growth in volumes 
was driven largely by increased market 
penetration improved customer service 
levels and focused channel execution with 
particularly strong growth in two litre pet 
packs improved market penetration was 
achieved through the use of market logistics 
partnerships and reward structures growth 
in the still drinks portfolio was well above the 
portfolio average with strong performances 
from powerade and play  
lager sales beneﬁ ted from 
innovation in retail execution as 
well as continuing improvements 
in customer service 
on a reported basis our associate distell 
posted a decline in group revenue but on 
an organic constant currency basis group 
revenue grew in double digits driven by an 
increase in sales volumes in both domestic 
and international markets the latter beneﬁ ting 
from a weaker rand ebita fell on a reported 
and organic constant currency basis 
impacted by a oneoff excise charge caused 
by the reclassiﬁ cation of wine aperitifs by the 
south african revenue service
both the beer and soft drinks businesses 
beneﬁ ted from planned productivity 
initiatives which included vendor contract 
negotiations marketing spend effectiveness 
and optimising spend on freight as we 
sought to limit the cost impact of high single 
digit raw material cost increases and various 
marketfacing initiatives reported ebita 
declined by 3 but was up 10 on a 
constant currency basis due to the revenue 
growth and productivity improvements 
with reported ebita margin increasing 
by 30 bps to 204
 supporting female employees
we seek to promote diversity in the workplace 
and create an environment supportive of 
female employees recent years have seen 
rapid growth in the numbers of women 
employed in our south african business at all 
grades with a 77 increase in female middle 
executives since 2008
 ‘extra cold’ proposition 
revives castle lite
castle lite has regained momentum and 
become south africa’s largest local premium 
brand after a campaign to highlight its 
‘extra cold’ credentials the new positioning 
has included temperaturesensitive labels 
specialised fridges and advertising featuring 
us rappers vanilla ice and mc hammer
 backing south africa’s 
smaller brewers
we continue to show our support for the growing 
craft beer industry in south africa by sponsoring 
craft beer festivals and events we also help our 
fellow south african brewers to access raw 
materials transfer skills and work on issues such 
as maintaining the quality of the country’s hops
34 – sabmiller plc annual report 2013 hotels and gaming
sabmiller is a 397 shareholder in the 
tsogo sun group which is listed on the 
johannesburg stock exchange 
our share of tsogo sun’s reported revenue 
was us466 million a decrease of 4 from 
the prior year with organic constant currency 
growth of 7 the operations of tsogo sun 
remain highly geared towards the south african 
consumer in gaming and the corporate and 
government markets in hotels both sectors 
showing good growth despite the difﬁ cult 
economic climate
gaming revenues were 8 up on an organic 
constant currency basis the gaming industry 
in the major provinces of south africa 
experienced varying levels of growth over the 
prior year with the largest province in terms 
of gaming win gauteng reporting 7 growth 
and with kwazulunatal growing by 9 three 
of tsogo sun’s four large casinos in these 
provinces outperformed the market growth
the south african hotel industry continued to 
show signs of improvement during the year 
south african market occupancies averaged 
61 in the year compared with 57 in the 
prior year groupwide occupancies ended 
the year at 65 against prior year 
occupancies of 62 
reported ebita for the year declined by 1 
with growth of 11 on an organic constant 
currency basis the underlying growth was 
driven by improved gaming and hotel 
revenues together with cost savings 
 promoting cans
our 2012 ‘summer of cans’ programme in 
south africa has helped to shift consumers from 
traditional bulk packs to the more convenient and 
proﬁ table 440ml cans the promotion of 12packs 
of cans for outdoor occasions has lifted our sales 
and share of value in the can format
 rewarding innovation
our annual social innovation awards were 
set up in south africa to recognise innovations 
that could beneﬁ t disadvantaged people last 
year’s zar1 million winner was an affordable 
and potentially lifesaving malaria diagnosis 
kit developed by two young south african 
entrepreneurs ashley uys and lyndon munger
 every man an expert 
with carling black label
fronted by football legend ruud 
gullit our highly successful ‘be 
the coach’ campaign is based 
on the insight that every man 
secretly believes he’s a sports 
expert it breaks new ground in 
digital engagement by allowing 
consumers to take on the role 
of football coach select their 
players and be rewarded with 
a carling black label
1
  in 2013 before exceptional charges of usnil 2012 exceptional gains of us23 million being the group’s share of proﬁ ts 
on transactions in associates 
financial summary
reported 
2012
net 
acquisitions 
and 
disposals
currency 
translation
organic
 growth
reported 
2013
organic
 constant 
currency
 growth 

reported 
growth 

group revenue share of 
associates usm 487 8 63 34 466 7 4
ebita
1
 usm 135 2 19 16 134 11 1
ebita margin  277 288
revenue per available room 
revpar – us 6939 na na na 6620 na 5
sabmiller plc annual report 2013 – 35
overview business review governance financial statements shareholder information chief financial ofﬁ cer’s review  
 ‘we again achieved strong adjusted 
earnings per share growth in the year up 
11 continuing the trend of double digit 
growth free cash ﬂ ow at us3230 million 
also continued to be robust and was 
ahead of last year by us182 million’ 
jamie wilson
chief financial ofﬁ cer
financial highlights
• group revenue up 10 to us34487 million revenue up 7 to us23213 million 
• ebita of us6421 million an increase of 14
• ebita margin of 186 70 bps higher than the prior year
• adjusted proﬁ t before tax of us5630 million an increase of 11 
proﬁ t before tax of us4712 million down 16
• adjusted eps of 2387 us cents increased by 11 basic eps of 2059 us cents
• total dividend for the year of 101 us cents per share up 11
• free cash ﬂ ow improved by us182 million to us3230 million
• net debt of us15701 million a decrease of us2161 million from the prior year 
shareholder value
the group’s ﬁ nancial goal is to deliver a 
higher return to our shareholders than our 
peer group over the longer term we aspire to 
be the investment of choice in the global beer 
industry we measure our performance against 
this goal by assessing total shareholder 
return tsr growth in adjusted eps and 
free cash ﬂ ow
we again achieved strong adjusted eps 
growth in the year up 11 continuing the 
trend of double digit growth free cash ﬂ ow 
at us3230 million also continued to be 
robust and was ahead of last year by 
us182 million 
over the ﬁ ve years to 31 march 2013 we 
achieved a tsr of 216 compared with 
the median of the comparator group of 76 
as measured in accordance with the terms 
of the performance share awards using 
threemonth averages the differential 
between the two is our tsr key performance 
indicator as shown on page 15 in addition 
since sabmiller moved its primary listing to 
the london stock exchange in march 1999 
and over the past ﬁ ve years we have 
signiﬁ cantly outperformed the ftse 100 in 
sterling terms as demonstrated in the table 
below which is based on daily ﬁ gures 
since listing in march 
1999 to 31 march
last ﬁ ve years 
to 31 march
2013

2012

2013

2012

sabmiller plc 1014 690 254 154
ftse 100 66 44 36 10
key performance indicators kpis
we use a range of kpis to monitor progress 
against our four strategic priorities and our 
ﬁ nancial goal as noted on page 15 our kpis 
and other performance indicators include 
nongaap performance measures to assess 
underlying performance these incorporate 
constant exchange rates for measuring 
revenue and proﬁ t growth organic measures 
to exclude acquisition and divestment 
effects adjusted proﬁ t measures to exclude 
exceptional items and amortisation of certain 
intangible assets and adjusted ebitda as 
a key cash ﬂ ow measure which includes 
dividends from the millercoors joint venture 
and excludes the cash impact of exceptional 
items detailed deﬁ nitions of these terms can 
be found on pages 180 and 181 and for 
certain items reconciliations to the nearest 
equivalent gaap measure are provided 
below or in the notes to the consolidated 
ﬁ nancial statements 
36 – sabmiller plc annual report 2013 revenue
group revenue was us34487 million 
including the group’s share of associates’ 
and joint ventures’ revenue of us11274 
million this represented an increase of 10 
7 on an organic constant currency basis 
driven by selective price increases increased 
volumes and favourable mix and for the 
reported ﬁ gure the impact of acquisitions 
in particular foster’s
as can be seen in chart a increased 
volumes and improved price and mix have 
contributed similarly to the growth in group 
revenue with pricemix gains in most 
divisions most notably latin america africa 
and south africa beverages currency 
movements during the year reduced reported 
group revenue by almost 5 mainly due to 
the weakening of european currencies and 
the south african rand partly offset by the 
appreciation of the colombian peso and 
peruvian nuevo sol the impact of 
acquisitions in the prior year primarily 
foster’s and the anadolu efes transaction 
added 12 to group revenue in the year on 
the prior year base as adjusted for disposals
in the past ﬁ ve years we have grown group 
revenue both on an organic basis and by 
acquisition the compound annual organic 
growth rate in lager volumes has been 20 
2012 24 and we have leveraged this 
growth through price and mix beneﬁ ts 
to generate compound annual organic 
constant currency group revenue growth 
of 66 2012 71 over the same period
chart b illustrates the organic growth 
in group revenue for each of the past 
ﬁ ve years with performance shown in 
constant currency 
volumes
the combination of innovation effective 
brand development and good commercial 
execution drove strong volume performance 
in our developing markets in africa latin 
america asia paciﬁ c and south africa while 
north america’s volumes declined amid 
weak industry performance total volumes 
including lager soft drinks and other 
alcoholic beverages volumes grew by 4 
compared with the prior year on an organic 
basis and by 7 on a reported basis lager 
volumes grew by 3 on the prior year on an 
organic basis and by 6 on a reported basis
reported organic
2013
hl m
2012
hl m
 
change
 
change
total volumes 306 286 7 4
lager volumes 242 229 6 3
chart c shows organic growth in lager 
volumes for each of the last ﬁ ve years 
volumes in the 2009 and 2010 ﬁ nancial years 
were impacted by the global economic 
recession following the global ﬁ nancial crisis
input costs
in the year cost of goods sold increased 
approximately 4 on the prior year on a 
constant currency per hl basis raw material 
input costs increased at a slightly lower rate 
in the second half of the year reﬂ ecting global 
grain prices retreating from a yearly high in 
the ﬁ rst half of the year the impact of 
increases in commodity prices has been 
mitigated partially from savings achieved 
through our global procurement programme 
particularly in packaging materials through 
lower conversion costs as well as value 
engineering initiatives distribution costs 
however grew at a higher rate in the second 
half of the year as crude oil prices increased 
partly offset by efﬁ ciency initiatives 
throughout our distribution network
we expect raw material input costs to 
increase by low to mid single digits in the 
forthcoming ﬁ nancial year this will principally 
be driven by the anticipated increases in the 
global grain and sugar market prices 
moderated by our forward cover positions 
but could be impacted by the argentinian 
and european barley harvests packaging 
costs are expected to grow at a slightly 
slower rate as the scope of our procurement 
function expands and is expected to continue 
to deliver savings 
a group revenue usm
components of performance
2012
adjusted for disposals
2013
organic
2013
reported
30087
35
33 47
30755
124 34487
volume
pricemix
currency
acquisitions
b group revenue growth 
organic constant currency basis
2009
9
4
5
7 7
2010 2011 2012 2013
c lager organic volume growth 
0
2
3 3
2010 2011 2012 2013 2009
0
sabmiller plc annual report 2013 – 37
overview business review governance financial statements shareholder information chief financial ofﬁ cer’s review
continued
ebita 
we report ebita earnings before interest 
tax amortisation and exceptional items as 
this is the key proﬁ t metric by which the group 
is managed and operating performance is 
evaluated internally segmental performance 
is reported after the apportionment of 
attributable head ofﬁ ce service costs
we delivered a strong ﬁ nancial performance 
in 2013 with ebita growth of 9 on an 
organic constant currency basis with 
all divisions contributing to the increase 
albeit europe’s ebita declined on a 
reported basis we grew reported ebita 
including the impact of acquisitions by 
14 compared with the prior year to 
us6421 million chart d shows the 
increase in ebita for each of the last ﬁ ve 
years with each year’s growth shown 
in constant currency after excluding the 
impact of acquisitions and disposals
ebita margin
ebita margin at 186 was 70 bps higher 
than the prior year chart e shows ebita 
margin by division asia paciﬁ c and africa 
made particular progress up 590 bps and 
150 bps respectively the former reﬂ ecting 
the higher margin foster’s business
exceptional items 
items that are material either by size or 
incidence are classiﬁ ed as exceptional 
items further details on these items can 
be found in note 4 to the consolidated 
ﬁ nancial statements
net exceptional charges of us203 million 
before ﬁ nance costs and tax were reported 
during the year 2012 credits of us1037 
million and included net exceptional charges 
of us3 million 2012 credits of us11 million 
related to the group’s share of associates’ 
and joint ventures’ exceptional charges 
the net exceptional charges included
• us79 million additional gain on the prior 
year disposal of our angolan businesses 
to the castel group in africa
• us141 million charge related to the 
business capability programme in latin 
america europe south africa beverages 
and corporate
• us91 million charge related to integration 
and restructuring costs in asia paciﬁ c and 
south africa 
• us30 million charge in respect of the 
impairment of our business in vietnam 
and
• us17 million charge in respect of 
the broadbased black economic 
empowerment scheme in south africa
our share of joint ventures’ and associates’ 
exceptional items in the year comprised a 
us5 million charge relating to an impairment 
in castel’s angolan operations after 
noncontrolling interests our share of the 
charge amounted to us3 million
finance costs
net ﬁ nance costs were us735 million 
a 31 increase on the prior year’s us562 
million mainly as a result of a full year’s 
interest charge on the debt related to the 
foster’s acquisition finance costs in the 
year included a net gain of us12 million 
2012 us2 million from the mark to market 
adjustments of various derivatives on capital 
items for which hedge accounting cannot 
be applied finance costs in the year did 
not include any exceptional ﬁ nance costs 
2012 us22 million
this mark to market gain and the net 
exceptional ﬁ nance costs in the prior year 
have been excluded from adjusted ﬁ nance 
costs and adjusted eps adjusted net 
ﬁ nance costs are reconciled to net ﬁ nance 
costs in the table on page 39 they were 
38 higher than in 2012 interest cover has 
decreased to 91 times from 114 times in 
the prior year 
e ebita margin performance 
latin
america
europe
2013 2012
north
america
africa asia
paciﬁc
south africa
beverages
south africa
hotels  
gaming
group
261
270
153
136
144 144
202
217
91
150
201 204
277
288
179
186
d ebita growth 
organic constant currency basis
2009
5
6
12
8
9
2010 2011 2012 2013
38 – sabmiller plc annual report 2013 2013
usm
2012
usm
net ﬁ nance costs 735 562
mark to market gain on capital 
items 12 2
exceptional ﬁ nance costs – 22
adjusted ﬁ nance costs 747 542
we expect ﬁ nance costs in the 2014 ﬁ nancial 
year to be broadly similar to those in 2013
tax
the effective rate of tax for the year before 
amortisation of intangible assets other than 
computer software and exceptional items 
was 270 compared with a rate of 275 in 
the prior year this change in the rate resulted 
from a combination of factors including
• a full year’s impact of the foster’s 
acquisition 
• the resolution of various uncertain tax 
positions and
• reductions in corporate income tax rates 
in certain territories
in the medium term we continue with our 
expectation that the effective tax rate will be 
between 27 and 29 this is a level which 
we believe is sustainable based on the 
current structure of the group
the statutory corporate tax charge for the 
year was us1201 million a small increase 
compared with us1126 million in the 
prior year 
corporate income taxes paid can be 
distorted relative to the annual tax charge 
as a result of the payment of a tax liability 
falling outside the ﬁ nancial year and because 
of deferred tax accounting treatment 
uncertainty of interpretation and application 
of tax law in some jurisdictions also 
contributes to differences between the 
amounts paid and those charged to the 
income statement the amount of tax paid 
in the year decreased to us683 million 
from us893 million in the prior year 
the reduction was largely as a result of tax 
refunds received in australia arising from 
the settlement of a longstanding dispute 
as a result of speciﬁ c australian legislation 
the tax refunds generated a liability to pay 
an amount back to the australian tax ofﬁ ce 
ato which becomes a prepayment of 
future corporate income tax liabilities 
approximately us440 million was paid 
back to the ato in april 2013 the payment 
will be recovered in future years against tax 
liabilities that arise in australia 
tax revenues play a key role in funding local 
public services and supporting vibrant 
communities we pay a signiﬁ cant amount of 
tax and in many countries we are one of the 
largest contributors to government income 
in terms of total taxes borne and collected 
by the group including excise and indirect 
taxes these amounted to us9900 million 
2012 us9400 million in the year the 
composition and divisional analysis is shown 
in charts f and g respectively
during the year approximately us2500 
million 2012 us2500 million of taxes have 
been paid to african tax authorities including 
south africa
proﬁ t and earnings
adjusted proﬁ t before tax improved by 
11 over the prior year to us5630 million 
primarily as a result of increased volumes 
improved revenue per hl reﬂ ecting selective 
price increases and positive sales mix and 
the inclusion of foster’s for the whole year 
on a statutory basis proﬁ t before tax of 
us4712 million was 16 less than the 
prior year due to the inclusion of signiﬁ cant 
exceptional credits arising on transactions 
in the prior year together with a full year’s 
amortisation of foster’s and anadolu efes’ 
intangible assets the table below reconciles 
ebita to adjusted proﬁ t before tax and to 
the statutory proﬁ t before tax
2013
usm
2012
usm
 
change
ebita 6421 5634 14
adjusted ﬁ nance costs 747 542 38
share of associates’ 
and joint ventures’ 
ﬁ nance costs 44 30 47
adjusted proﬁ t before 
tax 5630 5062 11
exceptional items 
excluding ﬁ nance 
cost exceptionals 205 1037
adjustments to ﬁ nance 
costs 12 20
amortisation 483 264 84
share of associates’ 
and joint ventures’ tax 
and noncontrolling 
interests 242 212 14
proﬁ t before tax 4712 5603 16
adjusted earnings increased by 12 to 
us3796 million with the weighted average 
number of basic shares in issue for the year 
of 1590 million up slightly from last year’s 
1583 million we achieved strong adjusted 
eps growth in our reporting currency of us 
dollars and also in the currencies in which 
our shares are quoted as demonstrated in 
the table below
2013 2012
 
change
us cents 2387 2148 11
uk pence 1511 1344 12
south african cents 20313 16070 26
f tax borne and collected 
by category
a
b
c
d
e
f
a excise 64
b other indirect taxes 22
c employment taxes 7
d taxes on proﬁts 5
e tax withheld at source 2
f taxes on property 0
g tax borne and collected 
by region
a
b
c
d
f
g
emerging and developing economies
a latin america 34
b africa 26
c europe 9
d asia paciﬁc  4
developed economies
e asia paciﬁc  10
f europe 9
g north america 8
e
sabmiller plc annual report 2013 – 39
overview business review governance financial statements shareholder information chief financial ofﬁ cer’s review
continued
a reconciliation of the statutory measure 
of proﬁ t attributable to owners of the parent 
with adjusted earnings is shown in note 8 
to the consolidated ﬁ nancial statements 
on a statutory basis basic earnings per share 
were 23 down on the prior year primarily 
as a result of the exceptional gains in the 
prior year
dividends 
the board has proposed a ﬁ nal dividend of 
77 us cents to make a total of 101 us cents 
per share for the year – an increase of 11 
over the prior year this represents dividend 
cover of 24 times based on adjusted earnings 
per share 2012 24 times our guideline is 
to achieve dividend cover of between 20 and 
25 times adjusted earnings the relationship 
between the growth in dividends per share 
and adjusted earnings per share is 
demonstrated in chart h
details of payment dates and related matters 
are disclosed in the directors’ report 
business combinations and similar 
transactions
on 14 march 2013 our tanzanian subsidiary 
tanzania breweries ltd acquired a 60 
interest in darbrew ltd a traditional beer 
company in tanzania for cash consideration 
of us6 million our effective interest in 
darbrew is 22
with effect from 1 january 2013 following 
changes to the shareholder agreement 
our associate anadolu efes has fully 
consolidated cocacola icecek as cci 
the turkish soft drinks business in which it 
has a 5026 interest while anadolu efes 
recorded a noncash gain on the change in 
control we have not recognised our share 
of the gain as the uplift in value was reﬂ ected 
within the fair valuation on acquisition of our 
investment in anadolu efes the impact of 
the change in control has been adjusted in 
our organic results 
on 7 september 2012 we completed the 
disposal of foster’s interests in its fijian 
beverage operations foster’s group paciﬁ c 
ltd which was classiﬁ ed as held for sale 
at 31 march 2012 for cash consideration 
of us57 million net of cash disposed and 
on 28 september 2012 we completed the 
disposal of foster’s soft drinks assets both 
to cocacola amatil ltd no gain or loss 
was recognised on the disposals as the 
net assets were fair valued on our acquisition 
of foster’s
on 7 november 2012 foster’s sold its 499 
interest in foster’s usa llc to millercoors for 
cash consideration of us21 million foster’s 
usa is now wholly owned by millercoors
cash ﬂ ow and investment highlights
net cash generated from operations before 
working capital movements ebitda of 
us5758 million increased by 16 
compared with the prior year ebitda 
excludes cash contributions from associates 
and joint ventures and also includes the 
effects of cash ﬂ ows from exceptional items 
to consider cash generation on an underlying 
basis we use an adjusted ebitda measure 
which excludes the cash ﬂ ow impact of 
exceptional items and includes the dividends 
received from millercoors which are a 
proxy for our share of millercoors’ ebitda 
adjusted ebitda of us6835 million grew 
by 11 compared with the prior year 
adjusted ebitda margin including our share 
of millercoors’ revenue improved 110 bps 
in the year to 241
2013
usm
2012
usm
ebitda see note 27a 5758 4979
plus cash outﬂ ows from 
exceptional items 191 308
plus millercoors dividend 886 896
adjusted ebitda 6835 6183
revenue 23213 21760
plus share of millercoors’ 
revenue 5214 5116
28427 26876
adjusted ebitda margin 241 230
cash ﬂ ow from working capital was an 
outﬂ ow of us204 million principally as a 
result of the utilisation of restructuring and 
onerous contract provisions primarily in 
australia together with the impact of higher 
sales in the ﬁ nal month of the year on debt 
collection partially offset by the extension 
of supplier payment terms cash generated 
from operations increased by 6 over the 
prior year to us5554 million
tax paid in the year was down to us683 
million from us893 million in the prior year 
as described in the tax section the decrease 
arose largely as a result of a refund following 
the settlement of a long standing dispute in 
australia partially offset by additional 
withholding taxes paid as a result of our 
geographic structure and general timing 
differences tax payments in the year ending 
31 march 2014 are expected to increase 
as result of the tax prepayment made in 
australia in april 2013 
h adjusted earnings per share
eps and dividend per share
us cents
adjusted eps
dividend per share
2009
0
80
160
240
2010 2011 2012 2013
i free cash ﬂ ow
usm
2009
97
2010
2488
3048
3230
2010 2011 2012 2013
40 – sabmiller plc annual report 2013 net interest paid increased compared with 
the prior year to us770 million from us407 
million primarily reﬂ ecting a full year’s interest 
payments on the increased borrowings 
following the foster’s transaction
capital expenditure on property plant and 
equipment for the year was us1335 million 
2012 us1473 million or us1479 million 
2012 us1639 million including the 
purchase of intangible assets we have 
continued to invest selectively in our 
operations to support future growth 
particularly in africa where new breweries 
were commissioned in nigeria uganda and 
zambia during the year and there has been 
further capacity expansion in ghana and 
south sudan capital expenditure of 
approximately us1700 million is expected 
in the next ﬁ nancial year 
free cash ﬂ ow improved by us182 million 
to us3230 million reﬂ ecting higher cash 
generated from operating activities and 
decreased capital expenditure free cash ﬂ ow 
over the last ﬁ ve years is shown in chart i
business capability programme
in addition to the exceptional costs of the 
business capability programme noted above 
the programme incurred capital expenditure 
in the year of us65 million 2012 us122 
million accumulated improvements in 
working capital of us560 million have been 
achieved cumulative net operating beneﬁ ts 
in the year amounted to us321 million 
2012 us159 million these include 
beneﬁ ts generated from the global 
procurement programme the regional 
manufacturing operation in europe and sales 
and distribution systems in latin america 
including cost avoidance beneﬁ ts and the net 
operating beneﬁ ts of prior years the 
accumulated beneﬁ ts from the programme 
now amount to us1229 million 
we continue to beneﬁ t from the extension 
of our globallymanaged procurement 
programme and other components 
our estimates of cumulative net operating 
beneﬁ ts are expected to be us400 million 
in the forthcoming year and with an annual 
run rate of approximately us450 million 
by march 2014 
balance sheet 
a signiﬁ cant proportion of the noncurrent 
assets on our balance sheet reﬂ ect 
acquisitions since our listing on the london 
stock exchange in march 1999 no goodwill 
or intangible assets are recognised on the 
balance sheet in relation to businesses or 
brands that have been developed organically 
or were acquired prior to 1998 the same 
policy applies for our investments in 
associates and joint ventures including 
millercoors acquisitions post 1 april 1998 
and prior to the ifrs transition in 2005 were 
accounted for in accordance with uk gaap 
with intangible assets such as brands not 
separately recognised but instead forming 
part of the goodwill on the acquisition 
which was amortised over 20 years in most 
instances on transition to ifrs in 2005 
we changed our policy and have recognised 
acquired intangible assets primarily brands 
separately from goodwill on acquisitions 
with intangible assets subject to amortisation 
and with no amortisation of goodwill the 
goodwill and intangible assets relating to 
investments in associates and joint ventures 
including millercoors are subsumed within 
the investment total and not separately 
identiﬁ ed on our balance sheet
total assets increased to us56294 million 
from the prior year’s us55928 million 
restated to reﬂ ect adjustments to provisional 
fair values of business combinations in the 
prior year primarily as a result of proﬁ ts 
earned and cash generated in the year partly 
offset by the impact of currency translation
goodwill decreased by us309 million to 
us19862 million compared with the restated 
prior year amount predominantly as a result 
of the impact of foreign exchange rate changes 
on goodwill denominated in currencies other 
than the us dollar 
intangible assets decreased by us323 million 
compared with the restated prior year amount 
to us9635 million primarily reﬂ ecting 
amortisation and foreign exchange movements 
partially offset by additions primarily related 
to the business capability programme
gross debt at 31 march 2013 decreased 
to us17872 million from us18607 million 
at 31 march 2012 gross debt comprises 
borrowings together with the fair value of 
derivative assets or liabilities held to manage 
interest rate and foreign currency risk of 
borrowings net debt comprising gross debt 
net of cash and cash equivalents decreased 
to us15701 million from us17862 million 
at 31 march 2012 the reduced level of debt 
resulted primarily from the partial repayment 
of the foster’s acquisition facilities together 
with the repayment on maturity of bonds in 
colombia and south africa as at 31 march 
2013 we held cash and cash equivalent 
investments of us2171 million 2012 
us745 million
an analysis of net debt is provided in note 
27c to the consolidated ﬁ nancial statements 
our gearing presented as a ratio of net debt 
to equity has decreased to 572 from 
686 at 31 march 2012 restated
total equity increased from us26032 
million at 31 march 2012 restated to 
us27460 million at 31 march 2013 the 
increase was primarily due to the proﬁ t for 
the year share issues a credit of us189 
million related to sharebased payment 
charges partly offset by currency translation 
movements on foreign currency investments 
and dividend payments
financial structure and liquidity 
our strong ﬁ nancial structure gives us 
adequate resources to facilitate ongoing 
business along with mediumterm ﬂ exibility 
to invest in appropriate growth opportunities 
and manage the balance sheet
the group ﬁ nances 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 we avoid 
overreliance on any particular liquidity 
source we use cash in hand cash from 
operations and shortterm borrowings to 
manage liquidity 
sabmiller plc annual report 2013 – 41
overview business review governance financial statements shareholder information chief financial ofﬁ cer’s review
continued
the following table summarises our funding 
structure at 31 march 2013
2013
usm
2012
usm
overdrafts 212 139
borrowings 18301 19067
derivatives 676 620
finance leases 35 21
gross debt 17872 18607
cash and cash equivalents 2171 745
net debt 15701 17862
maturity of gross debt
within one year 2376 1061
between one to two years 4135 1958
between two and ﬁ ve years 4811 10263
over ﬁ ve years 6550 5325
the average maturity of the gross committed 
debt portfolio is 67 years 2012 69 years
on 19 july 2012 and 9 september 2012 
respectively zar1600 million 9935 notes 
due 2012 and cop370000 million ipc818 
ordinary bonds due 2012 matured and were 
repaid from existing resources
on 6 december 2012 sabmiller holdings inc 
issued €1000 million 1875 notes due 
january 2020 the notes were issued under 
the sabmiller holdings inc us3000 million 
euro medium term note programme 
established on 12 october 2012 and 
guaranteed by sabmiller plc the proceeds 
of the bond were used to repay a portion of 
the three and ﬁ veyear term facilities put in 
place to ﬁ nance the acquisition of foster’s
on 28 march 2013 sabsa holdings ltd 
issued zar1000 million 7125 notes due 
march 2018 the notes were issued under 
the zar6000 million domestic medium 
term note programme established on 
13 december 2012 and guaranteed by 
sabmiller plc the proceeds of the bond 
were used to repay existing indebtedness
on 15 march 2013 sabmiller plc extended 
the maturity date of its us2500 million 
committed syndicated facility to 6 april 2018
our committed undrawn borrowing facilities 
have decreased from us3810 million at 31 
march 2012 to us3352 million at 31 march 
2013 we have sufﬁ cient headroom to service 
our operating activities and ongoing capital 
investment maturing debt in the next 18 
months includes cop338500 million and 
cop640000 million bonds maturing june 
2013 and may 2014 respectively us1100 
million and us550 million bonds maturing 
in august 2013 and january 2014 and a 
number of local bank facilities current 
committed headroom is sufﬁ cient to cover all 
maturing facilities over the next 18 months 
we have continued to be able to access 
sufﬁ cient and signiﬁ cant funding from a 
number of sources and expect to renew 
maturing facilities as necessary
currency interest rate commodity and 
credit risk management
we manage the risks from foreign exchange 
interest rates commodities and credit risk 
within a framework of policies approved by 
the board which are reviewed on a regular 
basis exposures are managed within target 
hedge levels and reported regularly to the 
treasury and audit committees
currency risk
most of our net assets are denominated in 
currencies other than the us dollar with the 
result that our us dollar balance sheet can 
be signiﬁ cantly affected by currency 
movements we seek to mitigate this impact 
where cost effective by borrowing directly 
or synthetically in the same currencies as the 
functional currencies of our main operating 
units we borrow principally in us dollars 
australian dollars euros colombian pesos 
and south african rand other than this we 
do not hedge translation exposures
our debt proﬁ le at 31 march 2013 after taking 
account of derivatives is illustrated in chart j
we are also exposed to transactional 
currency risk on sales and purchases 
committed transactional exposures are 
fully hedged and a proportion of other 
transactional exposures for a period of up to 
18 months is also hedged this is principally 
achieved using forward exchange contracts 
and foreign exchange swaps
interest rate risk
our policy is to borrow directly or synthetically 
principally in ﬂ oating rates reﬂ ecting our view 
that ﬂ oating rates are generally lower than 
ﬁ xed rates in the medium term however 
in order to mitigate the impact of an upward 
change in interest rates the extent to 
which group debt may be in ﬂ oating rates 
is restricted to below 75 of consolidated 
net debt and in addition is managed to a 
measure based on the potential impact of 
adverse moves in interest rates this policy 
excludes inﬂ ationlinked debt as at 31 march 
2013 56 of net borrowings were at ﬁ xed 
rates taking into account ﬁ nancial derivatives 
compared with 50 at 31 march 2012 
exposure to movements in interest rates 
on group borrowings is managed through 
interest rate swaps and forward rate 
agreements as well as borrowings in ﬁ xed 
and ﬂ oating rate instruments
j net debt proﬁ le
a
b c
d
e
f
a us dollar 40
b australian dollar 17
c euro 16
d colombian peso 7
e south african rand 4
f other currencies 16
42 – sabmiller plc annual report 2013 the weighted average interest rate for the 
total gross debt portfolio at 31 march 2013 
decreased to 41 2012 49 primarily 
reﬂ ecting the reduction in interest rates in 
certain currencies and the repayment of 
some high interest rate debt during the year
commodity risk
our policy is to manage both commodity 
supply and price risk commodity supply 
risk is managed by the setting of minimum 
coverage levels and principally through 
supplier contracts commodity price risk 
is managed within minimum and maximum 
guardrails principally through multiyear ﬁ xed 
price contracts with suppliers and where 
appropriate derivative contracts we hedge 
a proportion of commodity supply and price 
risk for a period of up to ﬁ ve years where 
derivative contracts are used we manage 
exposures principally through exchange 
traded futures forward contracts and swaps
credit risk
our counterparty credit risks arise mainly 
from exposure to customers and ﬁ nancial 
institutions we limit the exposure to ﬁ nancial 
institutions arising from cash deposits of 
surplus funds and derivative ﬁ nancial 
instruments by setting credit limits based on 
the institutions’ credit ratings and generally 
only with counterparties with a minimum 
credit rating of bbb and baa3 from 
standard  poors and moody’s respectively 
there is no signiﬁ cant concentration of credit 
risk with respect to trade receivables as we 
have a large number of internationally 
dispersed customers
usage of derivative instruments
our policy only allows the use of derivative 
instruments to manage the currency 
commodity and interest rate risks arising 
from our operations and ﬁ nancing activities 
it is group policy that no trading in ﬁ nancial 
instruments is undertaken 
currency
the key exchange rates to the us dollar 
used in the preparation of the consolidated 
ﬁ nancial statements are detailed in the 
table below most of the major currencies 
in which we operate depreciated against 
the us dollar on a weighted average basis 
over the year with the exception of the 
colombian peso and the peruvian nuevo sol 
in terms of closing rates european currencies 
as well as the south african rand weakened 
while the australian dollar and peruvian 
nuevo sol strengthened
year ended 31 march 
2013 2012 change
average rate
australian dollar 097 095 2
south african rand 851 748 12
colombian peso 1796 1831 2
euro 078 072 7
czech koruna 1965 1765 10
peruvian nuevo sol 261 273 5
polish zloty 326 299 8
turkish lira 180 173 4
closing rate
australian dollar 096 097 1
south african rand 924 767 17
colombian peso 1832 1792 2
euro 078 075 4
czech koruna 2007 1852 8
peruvian nuevo sol 259 267 3
polish zloty 326 313 4
turkish lira 181 178 1
accounting policies
the principal accounting policies used 
by the group are shown in note 1 to the 
consolidated ﬁ nancial statements 
in addition note 1 details the areas where a 
high degree of judgement has been applied 
in the selection of a policy an assumption 
or estimates used these relate to
• the assumptions used in impairment 
tests of carrying values for goodwill and 
intangible assets including forecasts of 
future growth in particular the success 
of integration initiatives in relation to newly 
acquired businesses the appropriate 
discount rates and longterm growth rates
• 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
• assumptions required for the calculation 
of postretirement beneﬁ t obligations
• estimates of useful economic lives and 
residual values for intangible assets and 
property plant and equipment
• judgements in relation to the fair values 
of assets and liabilities on acquisition and
• judgements as to the determination of 
exceptional items 
jamie wilson
chief financial ofﬁ cer 
sabmiller plc annual report 2013 – 43
overview business review governance financial statements shareholder information sustainable development
value through local growth
promoting economic growth and 
innovation across our value chain
our local operations produce highquality 
drinks that are enjoyed by millions of 
consumers every day creating jobs 
paying taxes encouraging enterprise 
and developing local skills 
in the year sabmiller generated us25042 
million of economic value
1
 the majority of 
this was distributed through the course of 
our business to our employees shareholders 
and investors suppliers and governments 
as well as to local communities through our 
corporate social investment activities 
the multiplier effect – the jobs and employment 
created as a result of our investments and 
operations – can be a powerful driver of 
development our operations in africa and 
south africa employ over 24000 people 
supporting a further million jobs indirectly 
and contributing over us9000 million of 
added value to the economy
2

around the world we have enabled 
entrepreneurs to establish thousands of new 
businesses many have grown from informal 
businesses into selfsustaining growing 
companies last year alone sabmiller – 
including our foundations – invested over 
us6 million in programmes to foster 
entrepreneurial activity worldwide 
in africa we are creating completely new 
beer brands brewed with locally grown 
crops across the continent sabmiller works 
with a spectrum of farmers from largescale 
commercial growers to nearsubsistence 
smallholder farmers to boost yields incomes 
and economic growth by pioneering the 
use of traditional crops such as sorghum 
and cassava in brewing we are opening up 
new opportunities markets and sources of 
income for local farmers and communities 
for the year ended 31 march 2013 sabmiller 
africa sourced 52 of agricultural crops 
used from within africa reaching a year early 
its target to source 50 of agricultural crops 
in africa by 2014
in ghana the introduction of cassava beer 
during the year gives consumers of illicit 
and informal alcohol access to an affordable 
quality alternative it also gives farmers 
previously working at subsistence level a 
new income stream and provides government 
with a new source of revenue from taxation 
in uganda our eagle brands – beers 
brewed from locally sourced sorghum crops 
– have now grown to account for 30 of the 
local market
a fair approach to taxation
given its important contribution to local 
public services the level of tax paid by 
multinational companies is of major interest 
to many stakeholders 
we work closely with revenue authorities 
around the world to ensure our tax returns 
and related disclosures meet their 
requirements and this is underpinned by 
a robust governance structure this year 
we were recognised as best taxpayer of 
the year for the third year running by 
mozambique’s tax authority
total taxes borne and collected by sabmiller 
plc in the last ﬁ nancial year amounted to 
us9900 million compared with us9400 
million in 2012 these include excise taxes 
corporate taxes transactional taxes and 
taxes borne by employees as well as a 
share of our us joint venture’s taxes of this 
total 73 was paid in developing countries 
the corporate tax charge for 2013 was 
us1201 million compared with us1126 
million last year giving us an effective tax 
rate of 27 2012 275 
reducing the harmful use of alcohol
we know that most consumers enjoy beer 
in moderation with friends and families 
but there is a minority who drink too much 
putting themselves and the people around 
them at risk of harm combating the 
harmful use of alcohol and the issues linked 
with it such as drinkdriving or underage 
drinking are core priorities for us we 
operate over 100 programmes around the 
world to help reduce the harmful use of 
alcohol working with local partners 
governments and communities 
our approach to helping to reduce alcohol 
harm also requires regular reviews of our 
commercial governance practices to reﬂ ect 
society’s expectations we believe that our 
policies on employee behaviour commercial 
communication and product innovation are 
at the leading edge of our industry as is the 
companywide education programme that 
reinforces our beliefs in this area 
the increasing focus by both governments 
and ngos on alcoholrelated harm is leading 
to increased regulatory intervention and a 
stronger expectation that industry will play 
a leading role in tackling these problems 
in october in response to the call by the 
world health organization who and its 
member states in the who’s global strategy 
to reduce the harmful use of alcohol we 
signed a ﬁ veyear global action plan with 
other leading beer wine and spirits companies 
to help reduce the harmful use of alcohol 
this requires us to strengthen and expand 
marketing codes of practice provide consumer 
information and innovate products responsibly 
reduce underage drinking reduce drinking 
and driving and enlist the support of retailers 
to reduce harmful drinking we are conﬁ dent 
we can meet these commitments according 
to the stated timetable 
the growing resource challenge nexus 
thinking across our value chain
the anticipated growth of the middle class 
from two billion to ﬁ ve billion worldwide by 
2030
3
 is expected to raise millions of people 
out of poverty but will also put pressure on 
scarce natural resources according to the 
2013 world economic forum global risks 
report water supply is one of the top ﬁ ve 
global risks in terms of likelihood and impact 
we rely on highquality water and water 
scarcity is already becoming a reality for 
some of our breweries 
sabmiller has become a global brewer by 
excelling locally – nurturing strong local brands 
which suit the tastes of consumers in each 
of our markets we generate longterm returns 
by building value chains that drive economic 
growth and stimulate social development while 
using scarce resources efﬁ ciently
1 
for more information on the economic value generated by sabmiller see sustainable development summary report 2013 page 10
2
 for more information see sabmiller our economic impact in africa animation and working for south africa the contribution of sab 
to the south african economy at wwwsabmillercom
3
 the emerging middle class in developing countries homi kharas oecd development centre working paper no 285 january 2010 
middle class is deﬁ ned as having daily per capita spending of us10 to us100
44 – sabmiller plc annual report 2013  addressing the illegal alcohol market 
in latin america
across latin america one of the greatest 
challenges we face is the presence of a large 
illegal alcohol market 
tackling the complex factors that lead to 
the harmful use of alcohol requires a targeted 
evidencebased approach this year we 
asked flacso a wellrespected association 
of university sociology faculties in latin 
america to look at alcohol consumption 
patterns across the region among other 
interesting ﬁ ndings they found that in 
countries with lower per capita levels of beer 
consumption there is likely to be a higher 
proportion of the population prone to harmful 
consumption of alcohol mostly cheap and 
often illegal spirits 
a second study with euromonitor 
international helped us to determine the size 
and shape of the illegal alcohol market in 
latin america it found illegal alcohol to be 
roughly a quarter of the total alcohol market 
– rising to almost a third in countries such as 
peru and ecuador it also showed that where 
beer is more affordable – as in panama – 
the illegal market tends to be small 
these studies help us to take more targeted 
action for instance in peru we are working 
with local authorities to understand the 
reasons for the existence of the illegal alcohol 
market in colombia our media campaign 
licores adulterados de colombia lacra 
a caricature of a ﬁ ctional illegal alcohol 
company seeks to change consumer 
attitudes towards illegal alcohol by 
exposing its dangers 
through this evidencebased approach 
and working in partnership with governments 
ngos and other stakeholders to develop a 
targeted response we are helping to reduce 
the harmful use of alcohol across the continent
 expanding the water futures 
partnership
the water futures partnership was established 
in 2009 to facilitate local action to address 
some of the most pressing shared water risks 
facing sabmiller and surrounding communities 
and ecosystems it set out to prove the 
business case for private sector action
this has been done through local 
partnerships in eight countries with projects 
to protect watersheds upgrade infrastructure 
and strengthen local water management 
institutions for instance in george south 
africa sab pty ltd is working with the 
department of environmental affairs 
wwf and local hop farmers to clear alien 
vegetation this will help to improve water 
runoff in the area and relieve stress to the 
region in 2012 a new project in zambia 
joined the partnership zambian breweries 
is working with stakeholders to rehabilitate 
a local spring used by both its ndola facility 
and the local community 
to open up the knowledge experience 
and beneﬁ ts of the partnership to more 
participants the partnership has agreed 
to scaleup into a broader water futures 
initiative this will expand its reach increase 
the global network of local partnerships 
and encourage new partners to join in 
collaborative action 
for more information see 
wwwwaterfuturesorg
sabmiller plc annual report 2013 – 45
overview business review governance financial statements shareholder information sustainable development 
continued
water security cannot be achieved in 
isolation it needs to be addressed alongside 
food and energy security with businesses 
governments and civil society working in 
partnership to develop practical local 
solutions in areas where water security 
presents a potential challenge to our 
business we are taking a lead in creating 
these partnerships 
our water futures partnership established 
in 2009 to protect watersheds and boost 
groundwater levels covers local projects 
in eight countries in south africa we are 
a founder member of the strategic water 
partners network – part of the global water 
resources group wrg – which brings 
together businesses and other organisations 
to improve water efﬁ ciency and infrastructure 
last year water efﬁ ciency within our operations 
improved by 8 while fossil fuel emissions per 
hectolitre of lager produced fell by 10 from 
a 2008 baseline we are on track to meet our 
goals of reducing water use per hectolitre of 
lager produced by 25 by 2015 and to halve 
our onsite fossil fuel emissions per hectolitre 
of lager produced by 2020
brewing more efﬁ ciently also reduces waste 
the waste we produce is mainly organic and 
944 is reused or recycled we also work 
hard to improve the sustainability of our 
packaging over half of our beer is packaged 
in returnable bottles and kegs which have 
a lower carbon and waste impact than 
singleuse types of packaging we work 
with suppliers to reduce the weight and 
environmental impact of both returnable and 
oneway packaging for example this year 
grolsch changed its iconic swingtop bottle 
for a lighter version saving over 100 tonnes 
of steel a year
building sustainable development into 
our operations and business planning
our 10 sustainable development priorities 
have provided a consistent framework for 
managing our most signiﬁ cant social 
environmental and economic impacts since 
their launch in 2006 they support our 
strategic priority to raise constantly the 
proﬁ tability of local businesses sustainably
our local operations use the 10 priorities 
to guide how they invest their resources 
depending on their local issues and 
challenges at a global level we focus on 
three priorities material to all our operations 
discouraging irresponsible drinking making 
more beer using less water and encouraging 
enterprise development in our value chains 
we believe that these three issues have the 
greatest potential to impact on business 
value and create the greatest beneﬁ ts for 
the communities in which we work our 
approach to water recognises that water 
food and energy are connected and we 
therefore have an aggressive global carbon 
reduction target
progress against our 10 priorities is overseen 
by the group corporate accountability and 
risk assurance committee carac a 
subcommittee of the sabmiller plc board 
twice a year our sustainability assessment 
matrix sam provides a detailed country
 sustainable development report
for more information on our approach 
to sustainable development and our 
performance go to our sustainable 
development report 2013 at 
wwwsabmillercomsd 
 nexus animation
water food and energy are interconnected 
water is used to grow food and to generate 
energy energy is needed to grow food and 
to treat and move water and land is needed 
to produce energy these three resources 
cannot be managed in isolation this 
interconnectedness is often called the 
waterfoodenergy nexus watch our animation 
to ﬁ nd out more about the waterfoodenergy 
nexus at wwwsabmillercomnexus
water to lager ratio 
hl waterhl lager 
2009
45
43
42
40
37
2010 2011 2012 2013
46
2008
water to lager ratio down 
8 to 37 hlhl and on track 
to reach 35 hlhl by 2015 
co2e emissions from fossil fuel 
energy used on site kgco2ehl lager 
2009
124
111
2010 2011 2012 2013
149
2008
138
143 142
fossil fuel emissions from 
energy use at our breweries 
down 10 to 111 kgco2ehl 
 independent assurance has been obtained from 
pricewaterhousecoopers llp on the 2013 data excluding 
data relating to millercoors llc the water to lager ratio and 
co2e emissions from fossil fuel energy used on site were 37 
hlhl and 104 kgco2ehl respectively for more information 
see our sustainable development summary report 2013
46 – sabmiller plc annual report 2013 level assessment of our sustainable 
development performance every country is 
assessed against ﬁ ve levels of performance 
from a minimum standard level one to 
leading edge level ﬁ ve sam data is used 
to inform business planning and corporate 
governance through our regional and group 
caracs in many cases sustainable 
development performance forms part of our 
senior managers’ performance objectives 
and remuneration
during the year the group’s average sam 
score increased from 32 to 33 – the sixth 
year of continual improvement scores 
increased across nine out of 10 priorities 
hivaids maintained a high average score 
of 38 as our local businesses focused 
on tackling the sustainable development 
issues that are most signiﬁ cant in their 
particular market 
the average score achieved 
against our sustainability 
assessment matrix was 33 
transparency and ethics
this year we have continued to obtain 
assurance as to the effective implementation 
of our ethics and antibribery policies 
our antibribery programme includes 
internationally recognised good practice 
including training and communication 
vetting of relevant suppliers and 
communicating our ethical standards 
procedures in areas such as gifts and 
entertainment donations and sponsorships 
and promoting our independent 
whistleblowing hotlines and procedures 
our global procurement business sabmiller 
procurement has also integrated ethics 
and anticorruption requirements into its 
best practice sourcing policies during the 
year we have also been working with some 
of our key joint venture partners to understand 
their approach to transparency and anti
bribery issues and to ensure that this is 
aligned with our commitment to high ethical 
standards our internal audit function is 
engaged in a project to monitor the rollout 
of our antibribery programme within key 
operating business units 
our work to ensure both that our ethical 
procedures are integrated into ‘business 
as usual’ processes and that transparency 
and ethics are a key consideration in all 
signiﬁ cant business decisions will continue 
on an ongoing basis
we place a high value on reporting and 
communicating in an open and honest way 
with our stakeholders we produced our 
ﬁ rst group sustainable development report 
in 1998 this year 16 of our businesses 
produced their own local sustainability 
reports and many others provide information 
online we also contributed to several 
independent reports including the water 
funds business case report which 
highlights how investing in water funds in 
several latin american cities can create 
competitive advantage
increasingly we use new ways of raising 
awareness of sustainable development 
challenges for example in february 2013 
sabmiller partnered with the guardian to 
hold a day of broadcasts and live online 
debates on how to achieve interconnected 
action on water food and energy security 
the debates were viewed online by over 
3000 visitors from 101 different countries 
reaching an estimated 15 million people 
through social media
2012
2013
2011
discouraging
irresponsible drinking 
 
making more beer
using less water 
 
reducing our energy
and carbon footprint 
 
packaging reuse
and recycling 
 
working towards
zerowaste operations
 
encouraging enterprise
development in our
value chains  
 
beneﬁting
communities 
 
contributing to the
reduction of hivaids 
respecting
human rights
transparency
and ethics 
 
best practice achieving what is currently 
considered to be global best practice in a 
particular ﬁeld
leading edge performance that represents 
genuine global leadership on an issue
developing leadership applying a 
comprehensive approach including innovative 
tools and widespread engagement
progressing ensuring consistent performance 
is achieved in a particular ﬁeld
minimum standard all operations must achieve 
level one or have a plan in place to do so as it 
represents management of our key sustainable 
development risks 
5
improving our sustainable development performance stairway level assessment criteria
4
3
2
1
2013 average
2012 average
2011 average
2007 average
sabmiller plc annual report 2013 – 47
overview business review governance financial statements shareholder information people
succeeding by valuing and empowering our employees
providing a ﬂ exible fair and diverse 
place to work
sabmiller employs over 70000 people 
across six continents our success is driven 
by each individual’s contribution and we 
recognise the advantages of a diverse 
workforce with the right skills commitment 
and motivation 
all our employees are compensated with 
a fair wage and comprehensive beneﬁ ts 
and have access to development 
opportunities both within their role 
and towards career progression 
in many countries we offer our employees 
free medical healthcare if they need it 
in countries where hivaids prevalence 
is greater than 1 we provide access 
to voluntary counselling and testing and 
managed healthcare programmes for 
our employees and their immediate 
dependants if they need it
on 31 march 2013 we had 1733 hivaids 
peer educators equating to one peer 
educator for every 12 employees in high 
prevalence countries deﬁ ned as greater 
than 5 of the population 
we treat all employees equally respecting 
and promoting diversity in our workforce 
we have clear policies and processes in 
place to ensure that we recruit and treat 
people fairly and on merit regardless of age 
gender sexual orientation religion disability 
or ethnic origin we believe that better 
business decisions come from groups of 
competent highcalibre individuals with a 
mix of skills experience and backgrounds 
in an industry traditionally perceived as 
maledominated we have various initiatives 
for ensuring better representation for women 
these include millercoors’ building 
relationships and empowering women 
brew mentoring programme in the usa 
companywide and supported by a female 
executive sponsor as at 31 march 2013 
188 of our workforce were female 2012 
190 and 281 of our executives and 
managers were women 2012 278 
although only two of the 12 members 
of the executive committee are female 
19 of sabmiller’s plc board are women 
which is higher than the ftse100 average
1
 
and three of our eight independent non
executive directors are female
our employees play a crucial role in our 
success and it is important that we solicit 
their views and listen to their ideas and 
opinions this is done in almost all of our 
operations through employee engagement 
surveys we respect our employees’ right 
to union representation and 38 of our 
workforce are union members 2012 36 
many of our businesses have developed 
productive partnerships with trade unions 
on collective bargaining and other issues 
we are signatories of the un global 
compact and have recently rolled out a 
revised approach to managing human rights 
risks taking account of the un’s universal 
declaration of human rights and guiding 
principles on business and human rights 
this approach helps our local businesses 
to identify and mitigate any signiﬁ cant risks 
within their operations and value chains
this year sabmiller procurement launched 
a new supplier code of conduct and 
sustainable development standards covering 
the protection of human rights and labour 
standards transparency and business ethics 
and environmental impact as a member of 
sedex the supplier ethical data exchange 
and aimprogress a crosssector forum 
that promotes responsible sourcing we work 
collaboratively to improve supplier standards 
and share best practices two thirds of our 
global suppliers’ sites have been assessed 
against our standards using sedex 
for many years in south africa we have 
supported broadbased black economic 
empowerment bbbee initiatives aimed at 
growing the economy by including and 
empowering previously disadvantaged south 
africans more than 78 of sab pty ltd’s 
workers are from previously disadvantaged 
groups and 61 of its workers are black this 
year in the annual bbbee veriﬁ cation sab 
achieved 7311 2012 729 and is therefore a 
level 4 contributor to bbbee through its 
bbbee ownership programme sab zenzele 
the business has created almost 40000 
shareholders among staff and retailers
safety health and wellbeing 
of our employees
each of our businesses is responsible for 
ensuring a safe working environment in 
its breweries bottling plants and ofﬁ ces 
we aim to create a healthy and positive 
work environment and we know that absent 
or unmotivated employees can reduce 
productivity we support the world economic 
forum’s alliance on workplace wellness 
a consortium of companies committed to 
advancing wellness in the workplace through 
this group we share information about our 
programmes with other members – one 
example being our employee alcohol policy 
we aim to make sure that our employees 
contractors and visitors to our breweries 
bottling plants and ofﬁ ces are safe we have 
systems to identify and minimise the risk of 
accidents including regular audits and 
robust monitoring and reporting of incidents 
when they do occur  
we employ over 70000 people 
across six continents 
it is with regret that we report 14 employee 
and contractor fatalities this year two of 
these related to accidents while undertaking 
maintenance or repair activities nine related to 
accidents involving vehicles and three related 
to robberies or assaults on our staff while on 
sales or trade visits in each case we have 
undertaken an investigation and where 
applicable implemented measures to minimise 
the likelihood of such an incident recurring  
during the year we recorded 15695 days 
lost through injury – a 12 decrease on 
2012 however we recorded 1788 industrial 
injuries which represents a slight increase 
on last year 2012 1713  
this year we have undertaken a detailed 
review of our global health and safety 
practices the results of which have been 
shared with the group carac a working 
group is now looking at strengthening our 
health and safety management and reporting 
structures across all of our operational 
functions this review has a high priority 
within the business and we aim to implement 
any changes in the coming ﬁ nancial year
delivering business success through 
high performance 
we recognise and reward strong performance 
every year each employee sets stretching 
individual objectives in conjunction with their 
manager these goals are linked to local 
company objectives ensuring that each 
individual has clear accountability for 
delivering the business strategy 
we believe that better business decisions 
come from groups of competent highcalibre 
individuals with a mix of skills experience 
and backgrounds
1
 the female ftse board report 2012 international centre for women leaders cranﬁ eld university
48 – sabmiller plc annual report 2013 bonus payments and salary increases 
are linked to performance against these 
individual goals and are calculated against 
a combination of individual achievement 
and overall company performance
attracting and retaining talent
we aim to offer appropriate career 
development opportunities to all our 
employees and encourage each individual 
to take ownership of and manage their 
own development whether in their current 
role or to prepare them for a new one 
through our global learning strategy we offer 
over 200 courses from speciﬁ c functional 
programmes to management development 
 promoting prevention testing 
and treatment for lifethreatening 
diseases in africa
we operate in regions where some life
threatening diseases such as hivaids and 
malaria are prevalent following successful 
pilots in botswana south africa swaziland 
and tanzania we are rolling out our new 
wellness development programme which 
focuses on these diseases as well as on 
sexually transmitted infections hepatitis b 
and c and tuberculosis under the programme 
we train employees to become peer educators 
who can engage with their colleagues and 
the surrounding community to promote 
prevention testing and treatment 
as we tackle hivaids in countries of 
high prevalence this approach has 
proved effective in reducing the associated 
stigma and increasing voluntary testing 
and counselling rates for employees and 
their dependants 
 improving employee retention in india 
in recent years in india we have seen high 
employee turnover rates of around 20 
in a competitive labour market we have 
faced a particular challenge in attracting 
and retaining employees with the talent and 
skills to support the growth of the business 
to tackle the issue we have run a 
comprehensive employee engagement 
campaign project sangam ‘bringing 
together’ in sanskrit to communicate our 
strategy and ensure consistent execution 
across the business greater alignment has 
resulted in greater engagement and has 
reduced turnover to 8 this year the 
business has built also clear frameworks to 
show how employees can progress and enjoy 
a fulﬁ lling career with the company sabmiller 
india is also doing more to communicate its 
aspirations – including holding regular ‘town 
hall’ meetings with senior leaders – so that 
all employees feel part of future success 
and leadership programmes using 
techniques from elearning to programmes 
facilitated by leading educational institutions 
this year we introduced more functional 
training in technical areas such as 
engineering and brewing to strengthen and 
boost our capabilities and so protect us from 
potential skills shortages in the year ended 
31 march 2013 we provided an average of 
37 training days for every employee 
37 days of training per 
employee on average
we seek to ensure that the talent we need 
to protect our growth and provide tomorrow’s 
leaders is identiﬁ ed early and properly 
nurtured the roles most critical to delivering 
business strategy within sabmiller have been 
identiﬁ ed as has a global succession pool for 
these roles – monitored by the executive 
committee – with candidates from all regions 
in the past year we have made 36 key 
appointments from this global talent pool 
with experienced executives taking up senior 
posts groupwide
sabmiller plc annual report 2013 – 49
overview business review governance financial statements shareholder information 1 graham mackay bsc eng bcom 
 
chairman
graham mackay joined the south african 
breweries limited sab ltd in 1978 and 
has held a number of senior positions in 
the group including executive chairman 
of the beer business in south africa 
he was appointed group managing 
director in 1997 and chief executive 
of south african breweries plc upon its 
listing on the london stock exchange 
in 1999 in july 2012 he was appointed 
executive chairman of sabmiller plc
he is a director of philip morris 
international inc and a nonexecutive 
director of reckitt benckiser group plc
mr mackay was diagnosed with a brain 
tumour in april 2013 leading the board 
to accelerate the planned promotion of 
alan clark to chief executive with 
mr mackay becoming nonexecutive 
chairman at the date of this annual 
report mr mackay is on medical leave 
of absence while continuing treatment
2 john manser cbe dl fca 
 
acting chairman and senior 
independent director
john manser joined the board in 2001 
was appointed senior independent 
director in july 2010 and became deputy 
chairman in 2012 he is a fellow of the 
institute of chartered accountants and 
was until his retirement in february 2013 
chairman of shaftesbury plc he has 
formerly held a number of senior 
positions both in listed companies and 
the ﬁ nancial services industry including 
chairman of robert fleming holdings and 
chairman of the london investment 
banking association he is currently the 
chairman of trustees for marlborough 
college and is deputy chairman of the 
college council
he has assumed the role of acting 
chairman while mr mackay is on medical 
leave of absence in light of his additional 
responsibilities and time commitment as 
acting chairman he will stand down as 
chairman of the audit committee and as 
a member of the audit and remuneration 
committees on 5 june 2013
3 alan clark ma dlitt et phil 
 
chief executive
alan clark was appointed as chief 
executive in april 2013 he joined sab ltd 
in 1990 as training and development 
manager he has since held a number of 
senior positions in the group including 
chief operating ofﬁ cer sabmiller plc 
managing director sabmiller europe 
marketing director sab ltd managing 
director amalgamated beverage 
industries ltd sab ltd’s soft drinks 
division and chairman appletiser south 
africa pty ltd 
before joining the group he received his 
doctorate of psychology degree from the 
university of south africa 
4 jamie wilson llbhons ca atii 
 
chief financial ofﬁ cer
jamie wilson was appointed as chief 
financial ofﬁ cer in 2011 he joined 
sabmiller in 2005 and has held a 
number of senior positions in the group 
including senior vice president market 
development and strategy miller brewing 
company usa managing director 
sabmiller russia managing director for 
sabmiller’s central european businesses 
and finance director for sabmiller europe
before joining sabmiller he held a 
number of senior roles in the global 
beverage industry 
5 mark armour ma fca 
   
mark armour joined the board in 2010 he 
is a nonexecutive director of the financial 
reporting council he was chief financial 
ofﬁ cer of reed elsevier group plc and of 
its two parent companies reed elsevier 
plc and reed elsevier nv from 1996 to 
2012 prior to joining reed elsevier in 
1995 he was a partner in the london 
ofﬁ ce of price waterhouse from 2002 
until 2004 he was the chairman of the 
hundred group of finance directors he 
succeeds mr manser as chairman of the 
audit committee on 5 june 2013
6 geoffrey bible fca aust acma 
 
geoffrey bible joined the board in 2002 
as a nominee of altria group inc altria 
following completion of the miller brewing 
company transaction he served as chief 
executive ofﬁ cer of altria from 1994 until 
april 2002 and as chairman of the altria 
board from january 1995 until august 
2002 when he retired he also served as 
chairman of the board of kraft foods inc 
from march 2001 until his retirement in 2002
7 dinyar devitre ba hons mba 
dinyar devitre joined the board in 2007 
as a nominee of altria he is a member of 
the board of altria a director of western 
union company and a special advisor to 
general atlantic llc he was senior vice 
president and chief financial ofﬁ cer of 
altria between 2002 and 2008 and was a 
director of kraft foods inc between 2002 
and 2007
he is a director of pratham usa serves 
as a trustee of the brooklyn academy of 
music and is a trustee emeritus of the 
asia society
8 lesley knox ma 
 
lesley knox joined the board in 2011 
she is a nonexecutive director of 
centrica plc and is a trustee of the 
grosvenor estates and chairman of 
grosvenor group limited she originally 
qualiﬁ ed as a solicitor and then spent 
15 years with kleinwort benson before 
becoming governor of the british linen 
bank and a founder director of british 
linen advisers most recently she was 
chairman of alliance trust plc she is 
involved with a number of arts and 
charitable organisations she will 
succeed mr morland as chairman of 
the remuneration committee following 
the 2013 agm
board of directors
   corporate accountability and risk assurance committee carac
 executive committee
  nomination committee
 remuneration committee
 audit committee
1 2
3 4
5 6
7 8
50 – sabmiller plc annual report 2013 9 john manzoni beng meng mba 
   
john manzoni joined the board in 2004 
between 2007 and 2012 he was president 
and chief executive ofﬁ cer of talisman 
energy inc prior to joining talisman he 
was chief executive of reﬁ ning and 
marketing of bp plc he joined bp in 1983 
and was appointed to the bp plc board in 
2003 he is a member of the accenture 
energy advisory board
10 miles morland 
   
miles morland joined the board in 1999 
he is founder and chairman of two 
companies investing in africa blakeney 
management and development partners 
international he is also a director of 
various companies investing in the 
emerging world he will stand down as 
chairman and as a member of the 
remuneration committee following the 
2013 agm
11 dambisa moyo bsc mpa 
mba phd  
dambisa moyo joined the board in 2009 
she is an international economist who 
writes on the macro economy and global 
affairs and is a nonexecutive director of 
barclays plc and barrick gold corporation
she is a contributing editor to cnbc the 
business and ﬁ nance news network she 
has previously worked at goldman sachs 
and the world bank in washington dc 
12 carlos alejandro pérez dávila 
ba mphil
carlos pérez joined the board in 2005 as 
a nominee of the santo domingo group 
following completion of the bavaria 
transaction he is a managing director at 
quadrant capital advisors inc chairman 
of the board of caracol tv sa and 
serves on the board and executive 
committee of valorem sa he is also 
a director of comunican sa cine 
colombia sa and the queen soﬁ a 
spanish institute he was previously an 
investment banker at goldman sachs  
co sg warburg  co and violy 
byorum  partners
13 cyril ramaphosa bproc lld hc 
 
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 the founder and 
chairman of shanduka group and holds 
directorships in mtn group ltd the 
bidvest group standard bank and 
alexander forbes
he was elected deputy president of 
the african national congress anc 
in december 2012 and in light of the 
increasing amount of time which he 
will need to devote to his public service 
commitments he will retire from the 
board following the 2013 agm
14 alejandro santo domingo dávila 
ba  
alejandro santo domingo joined the 
board in 2005 as a nominee of the santo 
domingo group following completion of 
the bavaria transaction he is a managing 
director at quadrant capital advisors 
inc and serves on the boards of valorem 
sa comunican sa and caracol 
television sa he is the treasurer of aid 
for aids charity a member of the board 
of trustees of the metropolitan museum 
of art and is also a member of the board 
of the usbased dkms americas 
foundation wnet channel thirteen 
and the wildlife conservation society
15 helen weir cbe ma mba fcma 
 
helen weir joined the board in 2011 
she is group finance director of the 
john lewis partnership between 2008 
and 2011 she was group executive 
director – retail at lloyds banking group 
plc she has formerly held a number of 
senior positions in both lloyds tsb plc 
and kingﬁ sher plc and was a non
executive director of royal mail holdings 
and the city of london investment trust 
she will replace cyril ramaphosa as a 
member of the nomination committee 
following the 2013 agm
she is a member of the said business 
school advisory council and was 
previously a member of the accounting 
standards board 
16 howard willard ba hons mba
howard willard joined the board in 2009 
as a nominee of altria he is executive 
vice president and chief financial ofﬁ cer 
of altria and also oversees the ﬁ nancial 
services business of philip morris capital 
corporation and the strategy and 
business development organisation 
prior to this he was executive vice 
president strategy and business 
development for altria and has held 
various leadership positions at philip 
morris usa inc before joining the altria 
family of companies in 1992 he worked at 
bain  company and salomon brothers 
inc he currently serves on the executive 
advisory council for the robins school of 
business at the university of richmond
17 guy elliott ma mba 
guy elliott will join the board on 1 july 2013 
and become a member of the audit and 
remuneration committees he is a senior 
executive director of rio tinto plc and 
rio tinto limited and served as chief 
financial ofﬁ cer from 2002 until april 
2013 he has been a nonexecutive 
director of royal dutch shell plc since 
2010 and the chairman of its audit 
committee since may 2011 he has been 
on the uk takeover panel since 2012
he was previously a nonexecutive 
director of cadbury plc from 2007 until its 
acquisition by kraft in 2010 and during 
his tenure he served as chairman of the 
audit committee until april 2009 and as 
senior independent director from 2008 
until 2010
9 10
11 12
13 14
15 16
17
sabmiller plc annual report 2013 – 51
overview business review governance financial statements shareholder information executive committee 
1 norman adami bbussc hons 
mba 
chairman sabmiller beverages 
south africa
norman adami was appointed to the role 
of chairman sabmiller beverages south 
africa in january 2013 and has overall 
strategic responsibility for sabmiller’s 
beverage business in south africa prior 
to this he was chairman and managing 
director of the south african breweries 
limited sab ltd he ﬁ rst joined sab ltd 
in 1979 and has held a number of senior 
positions in the group these include 
regional director operations director 
chairman and managing director 
sab ltd president and chief executive 
ofﬁ cer miller brewing company and 
president and chief executive ofﬁ cer 
sabmiller americas
he is an independent nonexecutive 
director of allied electronics corporation 
limited
2 mark bowman bcom mba
managing director sabmiller africa
mark bowman was appointed managing 
director of sabmiller africa in 2007 
he joined sabmiller’s beer division in 
1993 and has held various senior 
positions in the group these include 
managing director of sabmiller’s polish 
subsidiary kompania piwowarska sa 
managing director of amalgamated 
beverage industries ltd now the soft 
drinks division of sab ltd and chairman 
of appletiser
he is an independent nonexecutive 
director of tiger brands limited
3 sue clark bsc hons mba
managing director sabmiller europe
sue clark was appointed managing 
director sabmiller europe in june 2012 
previously having held the position of 
corporate affairs director sabmiller plc 
since 2003 prior to this she held a 
number of senior roles in uk companies 
including director of corporate affairs 
railtrack group from 2000 to 2003 and 
director of corporate affairs scottish 
power plc from 1996 to 2000
she is a trustee of the clore social 
leadership programme
4 john davidson ma bcl 
general counsel and group company 
secretary sabmiller plc
john davidson joined the group as 
general counsel and group company 
secretary in 2006 before joining 
sabmiller he spent his entire legal career 
at lovells a leading international law ﬁ rm 
where he had been a partner since 1991 
specialising in international corporate 
ﬁ nance cross border mergers and 
acquisitions and corporate governance 
advisory work he was the chairman 
for 2010 and 2011 of the gc100 group 
the association of general counsel and 
company secretaries of companies in 
the ftse 100
5 domenic de lorenzo bcom hons 
ca sa 
director corporate finance and 
development sabmiller plc 
domenic de lorenzo joined sabmiller’s 
corporate ﬁ nance team in 1996 from ual 
investment bank in south africa he 
became director corporate finance and 
development for europe and the americas 
in 2000 and the director of the global 
team in 2010
6 nick fell ba hons
marketing director sabmiller plc
nick fell was appointed marketing 
director sabmiller plc in 2006 prior to 
this he worked for cadbury schweppes 
plc as president global commercial 
strategy and also as director of 
marketing cadbury trebor bassett 
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
7 tony van kralingen ba hons
director supply chain  human 
resources sabmiller plc 
tony van kralingen was appointed 
director supply chain  human 
resources for the sabmiller group in 
october 2008 he joined sab ltd in 1982 
and has held a number of senior positions 
in the group these include operations 
director and marketing director sab ltd 
chairman  chief executive ofﬁ cer 
plzenský prazdroj as and most recently 
chairman and managing director sab 
ltd in his current role he is accountable 
for group procurement technical and 
rd and human resources 
8 karl lippert meng mechanical
president sabmiller latin america
karl lippert was appointed president 
sabmiller latin america in 2011 he joined 
the group in 1992 and has extensive 
experience in the global brewing industry 
prior to his appointment as president of 
bavaria sa in colombia in 2006 
he was managing director of kompania 
piwowarska sa in poland and 
previously held senior positions as 
managing director of dreher in hungary 
sales and distribution director for 
sabmiller europe and various positions 
within sab ltd in south africa
9 catherine may ba hons
corporate affairs director sabmiller plc 
catherine may was appointed corporate 
affairs director sabmiller plc in october 
2012 she joined sabmiller from centrica 
plc where she served as corporate 
affairs director from 2006 until december 
2011 having previously been group 
director of corporate relations at the 
global information publishing business 
reed elsevier group plc
she is a nonexecutive director of the 
english national opera and a trustee of 
the uk national funding scheme and the 
foundation for world capitals of culture
10 ari mervis bcom
managing director sabmiller asia paciﬁ c 
and chief executive ofﬁ cer carlton  
united breweries
ari mervis was appointed managing 
director asia paciﬁ c and chief executive 
ofﬁ cer of carlton  united breweries in 
2011 having been managing director of 
sabmiller asia since 2007 he joined sab 
ltd’s soft drinks division amalgamated 
beverages industries ltd in 1989 and 
has held various senior positions in sales 
marketing ﬁ nance and general 
management he has been managing 
director of swaziland bottling company 
and appletiser as well as managing 
director of sabmiller operations in russia 
and australia
he is a director of the melbourne business 
school and chairman of china 
resources snow breweries
the executive committee excom is appointed by the chief executive 
it comprises the chief executive the chief financial ofﬁ cer regional 
managing directors and directors of group functions its purpose is to 
support the chief executive in carrying out the duties delegated to him 
by the board in that context excom executes the strategy and budget 
approved by the board it also ensures that regular ﬁ nancial reports are 
presented to the board that effective internal controls are in place and 
functioning and that there is an effective risk management process in 
operation throughout the group
1 2
3 4
5 6
7 8
9 10
52 – sabmiller plc annual report 2013 the directors have pleasure in submitting 
their report to shareholders together with 
the audited annual ﬁ nancial statements for 
the year ended 31 march 2013
principal activities and business review
sabmiller plc is a holding company which 
has brewing and beverage interests across 
six continents our principal subsidiaries 
associates and joint ventures are listed 
in note 34 to the consolidated ﬁ nancial 
statements our principal activities are 
the manufacture distribution and sale 
of beverages
we are required by the companies act 2006 
to produce a fair review of our business 
including a description of the principal risks 
and uncertainties we face our development 
and performance during the year and our 
position at the end of the year these are 
all covered in the business review on pages 
2 to 43 of this annual report other key 
performance indicators and information 
relating to environmental matters employee 
matters and social and community issues 
required by the business review are set out 
in our sustainable development review and 
people section on pages 44 to 49 of this 
annual report
signiﬁ cant acquisitions disposals 
ﬁ nancing transactions investments and 
material developments during the year
in september 2012 the group completed 
the disposal of foster’s group pty limited’s 
foster’s interests in its fijian beverage 
operations foster’s group paciﬁ c limited 
and the disposal of foster’s soft drinks 
assets these interests and assets were 
originally acquired as part of our december 
2011 acquisition of foster’s and were sold 
to cocacola amatil limited
in december 2012 sabmiller holdings inc 
a wholly owned subsidiary of sabmiller plc 
issued €1000 million 1875 notes due 
january 2020 these notes were issued 
under its us3000 million guaranteed euro 
medium term note programme established 
in october 2012 and guaranteed by 
sabmiller plc the proceeds were used by 
sabmiller holdings inc to repay in part its 
bank borrowings incurred to ﬁ nance the 
acquisition of foster’s
in january 2013 we announced that our 
subsidiary in panama cerveceria nacional 
sa had agreed to sell its milk and juice 
business to la cooperativa de productores 
de leche dos pinos rl for a total cash 
consideration of us86 million following 
approval from the panama competition 
authority the authority for consumer 
protection and the defence of competition 
the transaction completed in may 2013
in february 2013 we announced that china 
resources snow breweries limited our joint 
venture with china resources enterprise 
limited had entered into an agreement 
with kingway brewery holdings limited to 
acquire its brewery business for a total 
cash consideration of rmb538 billion 
c us864 million the transaction was 
approved by kingway shareholders in may 
2013 and completion remains subject to 
requisite regulatory approvals
in march 2013 sabsa holdings limited 
sabsa a wholly owned south african 
subsidiary of sabmiller plc issued zar1000 
million 7125 notes due march 2018 the 
notes were issued under its zar6000 
million domestic medium term note 
programme established in december 2012 
and guaranteed by sabmiller plc the 
proceeds were used by sabsa to repay 
existing indebtedness
also in march we exercised an option to 
extend the maturity date on our us2500 
million committed syndicated revolving credit 
facility by one year to april 2018
directors
the names and biographical details of 
the current directors are set out on pages 
50 and 51 all the current directors served 
throughout the period except for mr clark 
who was appointed to the board on 26 july 
2012 messrs kahn and pieterse served as 
directors until their retirement on 26 july 
2012 as detailed in our corporate 
governance report it is intended that mr 
elliott will join the board as an independent 
nonexecutive director on 1 july 2013 and 
that mr ramaphosa will retire from the board 
at the conclusion of the 2013 annual general 
meeting details of the interests in shares 
and options of the directors who held ofﬁ ce 
during the year and any persons connected 
to them are set out in the directors’ 
remuneration report on pages 66 to 85
corporate governance
the directors’ approach to corporate 
governance and statements of our 
application of the uk corporate governance 
code are set out in the corporate governance 
report which forms part of this directors’ 
report on pages 57 to 65 and in the directors’ 
remuneration report on pages 66 to 85
share capital
during the year our issued ordinary share 
capital increased from 1664323483 shares 
of 10 us cents each to 1669731799 shares 
of 10 us cents each as a result of the issue 
of 5408316 ordinary shares to satisfy the 
exercise of options granted under our 
share incentive plans details of which are 
shown in note 25 to the consolidated 
ﬁ nancial statements 
during the year we transferred 4600000 
ordinary shares from treasury to the 
sabmiller pc employees’ beneﬁ t trust ebt 
to be used to satisfy awards outstanding 
under our share incentive plans at 31 march 
2013 we held a total of 67468338 ordinary 
shares in treasury
during the year 1329857 ordinary shares 
were purchased by the trustee on behalf of 
the ebt at an average price of £2508 per 
share which amounted to 0080 of the 
issued ordinary shares of the company in 
order to ensure that the ebt continued to 
hold sufﬁ cient ordinary shares to meet 
potential future obligations in respect of 
performance shares conditionally awarded 
under the performance share award plans 
the total consideration paid amounted to 
us53291403
in addition we have had 50000 deferred 
shares of £1 each in issue since our 
incorporation in 1998 none were issued 
during the year
purchase of own shares
at the last annual general meeting 
shareholder authority was obtained for us to 
purchase our own shares up to a maximum 
of 10 of the number of ordinary shares in 
issue as at 8 june 2012 this authority is 
due to expire at the earlier of the next annual 
general meeting or 26 october 2013 and 
remains exercisable provided that certain 
conditions relating to the purchase are 
met the notice of annual general meeting 
proposes that shareholders approve a 
resolution updating and renewing the 
authority allowing us to purchase our 
own shares
we did not repurchase any shares during the 
year for the purpose of cancellation holding 
in treasury or for any other purpose
annual general meeting
our 2013 annual general meeting will be held 
at the intercontinental london park lane 
one hamilton place london w1v 7qy uk 
at 1100am on thursday 25 july 2013 
copies of the notice of this meeting may be 
obtained from our website
directors’ report
sabmiller plc annual report 2013 – 53
overview business review governance financial statements shareholder information directors’ report 
continued
dividends
an interim dividend of 24 us cents per share was paid to shareholders on 14 december 2012 
in respect of the year ended 31 march 2013 details of the ﬁ nal dividend proposed by the 
board for the year ended 31 march 2013 are set out below
amount of ﬁ nal dividend proposed 
by the board
77 us cents per share
total proposed dividend for the year 
ended 31 march 2013
101 us cents per share
if approved the ﬁ nal dividend will be payable to shareholders on either section of the register 
on 16 august 2013 in the following way
dividend payable on 23 august 2013
currency of payment south african rands – to shareholders on the 
rsa section of the register
us dollars – to shareholders shown as having 
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 12 august 2013 for shares traded on the 
jse limited south africa
14 august 2013 for shares traded on the 
london stock exchange lse
the rate of exchange for conversion from us dollars will be calculated on 24 july 2013 
and published on the rns of the lse and the sens of the jse limited on 25 july 2013
since the introduction on 1 april 2012 of a dividend withholding tax in south africa 
dividends paid to shareholders registered on the rsa section of the register will unless 
a shareholder qualiﬁ es for an exemption be subject to a dividend withholding tax at a rate 
of 15 the dividend withholding tax is only of direct application to shareholders registered 
on the rsa section of the register who should direct any questions about the application 
of the dividend withholding tax to computershare investor services pty limited 
tel 27 11 3730004
note 9 to the consolidated ﬁ nancial statements discloses dividends waived
donations
during the year the group contributed 
us 375 million to corporate social 
investment programmes of which 
us12746988 represented charitable 
donations of this amount charitable 
donations amounting to us219549 
were made by sabmiller plc and our 
uk subsidiary miller brands uk limited 
both in the uk and overseas comprising 
donations in respect of community 
development health and education 
the environment and other causes 
in march 2013 the board announced 
following due consideration that the group 
would provide funding to political parties in 
the 2014 south african elections donations 
of us1 million zar9 million in total were 
made in may 2013 distributed across the six 
largest parties in proportion to their seats in 
the national assembly the group made 
contributions of zar5 million in the run up 
to the 1999 2004 and 2009 elections and 
has not made any other political donations 
in south africa outside the national election 
cycle this year’s higher donation value in 
south african rand follows a number of years 
of doubledigit inﬂ ation in south africa
in australia our carlton  united breweries 
cub business paid membership fees to 
registered political parties and incurred 
expenditure in attending public policy events 
by registered political parties the total value 
of the fees and expenditure incurred was 
us38387 all cub expenditure related to 
participation and attendance at public policy 
events cub does not provide standalone 
cash or in kind donations to any political 
party donations of this nature in australia 
are an accepted part of the sociopolitical 
environment
in honduras the group’s subsidiary 
cervecería hondureña donated soft drinks 
to the value of us5954 to participants in 
the primary elections for the beneﬁ t of 
volunteers assisting during the elections
it remains our policy not to make donations 
to political organisations in the european 
union other political donations are only 
made by exception and where permitted 
by local laws and must be consistent with 
building multiparty democracy
ethical business conduct
the sabmiller code of business conduct 
and ethics sets out the high ethical standards 
with which all sabmiller employees are 
expected to comply and forms part of our 
wider programme of policies and procedures 
throughout the group for combating bribery 
and corruption we are committed to 
conducting business in a way that is fair 
ethical and within the framework of 
applicable laws and regulations we offer 
54 – sabmiller plc annual report 2013 independent conﬁ dential whistleblower 
hotlines in the countries in which we operate 
so that our employees can report any breach 
of our code including bribery fraud or 
corruption
employment environmental and social 
policies
our aim is to be the employer of choice in 
each country in which our group companies 
operate to achieve this each operating 
company designs employment policies 
which attract retain and motivate the highest 
quality of staff we are committed to an 
active equal opportunities policy from 
recruitment and selection through training 
and development appraisal and promotion 
to retirement within the constraints of local 
law it is our policy to ensure that everyone is 
treated equally regardless of gender colour 
nationality ethnic origin race disability 
marital status sexual orientation religion or 
trade union afﬁ liation we value the beneﬁ ts 
of employing people of different races 
genders creeds and backgrounds if 
employees become disabled efforts are 
made to allow them to continue in their role 
or a suitable alternative role through making 
reasonable adjustments full consideration 
is given to applications for employment from 
disabled persons having regard to their 
particular aptitudes and abilities
we are committed to the 10 principles of 
the united nations global compact which 
sets out universally accepted principles in 
the areas of human rights labour the 
environment and anticorruption our 
website sets out these principles and our 
progress towards achieving them
we are committed to regular communication 
and consultation with our employees and 
we encourage employee involvement in our 
performance we have global distribution of 
real time news through our global intranet 
which is available to all of the group’s 
businesses to help inform employees about 
what is happening in our global operations 
further information is provided to employees 
at regional and country level by way of 
newsletters and electronic communication 
certain employees throughout the group are 
eligible to participate in the group’s share 
incentive plans
the sustainable development review on 
pages 44 to 47 gives an overview of the 
progress against our 10 sustainable 
development priorities and of the impact 
of our business on the environment more 
detailed information is provided in our 
sustainable development report 2013 
available on our website
research and development
to ensure improved overall operational 
effectiveness we place considerable 
emphasis on research and development in 
our global technical activities this enables 
us to develop new products packaging 
processes and manufacturing technologies 
continued progress was made in our 
research in the key areas of raw materials 
brewing ﬂ avour stability packaging materials 
and energy and water saving 
payment of suppliers
our policy is to pay invoices in accordance 
with the terms of payment agreed in 
advance at the year end the amount we 
owed to trade creditors was equivalent to 
486 days 2012 494 days of purchases 
from suppliers
overseas branches
sabmiller plc does not have any branches 
registered overseas
going concern and audit
page 86 details the directors’ responsibilities 
for preparing the consolidated ﬁ nancial 
statements as set out in that statement 
the directors are satisﬁ ed that sabmiller 
plc is a going concern
pricewaterhousecoopers llp have 
expressed their willingness to continue in 
ofﬁ ce as auditors and resolutions proposing 
their reappointment 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 and associates the company 
secretary and deputy company secretary 
have also been granted indemnities on 
similar terms covering their roles as 
company secretary and deputy company 
secretary respectively of the company and 
as directors or as company secretary of one 
or more of the company’s subsidiaries and 
associates 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 ofﬁ cers by offering 
competitive terms of engagement including 
the granting of such indemnities
these indemnities are categorised as 
qualifying thirdparty indemnity provisions 
as deﬁ ned by section 234 of the companies 
act 2006 they will continue in force for the 
beneﬁ t of directors and ofﬁ cers in respect of 
their periods of ofﬁ ce
substantial shareholdings
details of notiﬁ cations received by the 
company in accordance with the disclosure 
and transparency rules as at 3 june 2013 
and of persons with signiﬁ cant direct or 
indirect holdings known to the company 
at the year end are set out in the ordinary 
shareholding analyses on page 182 of this 
annual report
financial instruments
information on our ﬁ nancial risk management 
objectives and policies and details of our 
exposure to price risk credit risk liquidity risk 
and cash ﬂ ow risk are contained in note 22 
to the consolidated ﬁ nancial statements
other disclosures required by the 
companies act and the disclosure 
and transparency rules
we do not have any contractual or other 
arrangements that individually are essential 
to the business of the company or the group 
as a whole
the structure of our share capital including 
the rights and obligations attaching to each 
class of share and the percentage of the 
share capital that each class of share 
comprises is set out in note 25 to the 
consolidated ﬁ nancial statements there are 
no securities of the company that grant the 
holder special control rights
at 31 march 2013 our employees’ beneﬁ t 
trusts held 8339106 ordinary shares in the 
company by agreement with the company 
voting rights attached to these shares are not 
exercised unless shares are beneﬁ cially 
owned by a participant and that participant 
has instructed the underlying shareholder to 
vote as at 31 march 2013 there were no 
beneﬁ cially held shares in our employees’ 
beneﬁ t trusts
 
sabmiller plc annual report 2013 – 55
overview business review governance financial statements shareholder information directors’ report
continued
the directors are responsible for the 
management of the business of the company 
and may exercise all the powers of the 
company subject to the articles of 
association and relevant statutes powers 
of the directors relating to the issuing and 
buying back of shares are set out in the 
articles of association these powers are 
subject to renewal by our shareholders each 
year at the annual general meeting
our articles of association give the board 
of directors power to appoint directors 
the articles of association may be amended 
by special resolution of the shareholders 
directors appointed by the board are 
required to submit themselves for election by 
the shareholders at the next annual general 
meeting additionally as disclosed in the 
corporate governance report on pages 57 to 
65 altria group inc altria and bevco ltd 
bevco have power under their respective 
relationship agreements with the company 
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
we have 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 cocacola 
company certain rights under its bottling 
agreements with various subsidiaries 
of the company and in certain limited 
circumstances may give china resources 
enterprise limited the ability to exercise 
certain rights under a shareholders 
agreement in relation to the company’s 
associate cr snow a change of control 
may also give the molson coors brewing 
company the ability to exercise certain 
rights under the millercoors operating 
agreement and would result in certain 
minority protection rights contained in our 
relationship agreement with the anadolu 
group and anadolu efes ceasing to apply
the company does not have any agreements 
with any director or ofﬁ cer that would provide 
compensation for loss of ofﬁ ce or 
employment resulting from a takeover
our articles of association allow directors in 
their absolute discretion to refuse to register 
the transfer of a share in certiﬁ cated form 
which is not fully paid or the transfer of a 
share in certiﬁ cated form on which the 
company has a lien if that share has been 
admitted to the ofﬁ cial list the board may 
not refuse to register the transfer if this would 
prevent dealings in our shares from taking 
place on an open and proper basis the 
board may also refuse to register a transfer 
of a share in certiﬁ cated form unless the 
instrument of transfer is lodged duly 
stamped if stampable at the address at 
which our register is held or at such other 
place as the directors may appoint and 
except in the case of a transfer by a ﬁ nancial 
institution where a certiﬁ cate has not been 
issued in respect of the share is 
accompanied by the certiﬁ cate 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 uncertiﬁ cated form 
must be made in accordance with and 
subject to the uncertiﬁ cated 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 certiﬁ cated shares subject to 
the regulations
transfers of shares listed on the jse in 
uncertiﬁ cated 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 
certiﬁ cated shares may be transferred prior 
to dematerialisation but share certiﬁ cates 
must be dematerialised prior to trading in 
the strate environment
pursuant to our code for securities 
transactions directors and persons 
discharging managerial responsibilities and 
employees may in certain circumstances 
require approval to deal in the company’s 
shares
unless the directors otherwise determine 
no shareholder is entitled in respect of any 
share held by them to vote either personally 
or by proxy at a shareholders’ meeting or to 
exercise any other right conferred by 
membership in relation to shareholders’ 
meetings if any call or other sum presently 
payable by them to the company in respect 
of that share remains unpaid in addition 
no shareholder will be entitled to vote if they 
have been served with a notice after failing 
to provide the company with information 
concerning interests in those shares required 
to be provided under section 793 of the 
companies act 2006 restrictions on the 
rights of the holders of convertible shares 
and deferred shares are set out in note 25 
to the consolidated ﬁ nancial statements 
although there are no convertible shares 
currently in issue
votes may be exercised in person by proxy 
or in relation to corporate members by a 
corporate representative the deadline for 
delivering proxy forms is 48 hours before 
the time for holding the meeting
john davidson
general counsel and 
group company secretary
for and on behalf of the 
board of sabmiller plc
5 june 2013
56 – sabmiller plc annual report 2013 introduction
this report describes our directors’ approach 
to corporate governance and how the board 
applies the uk corporate governance code 
in his statement on pages 6 to 9 of the 
annual report our acting chairman reports 
on how we apply the principles of the code 
relating to the role and effectiveness of the 
board
application of the uk corporate 
governance code
the board applied all of the principles and 
provisions of the code throughout the year 
ended 31 march 2013 except in three 
respects
1  in july 2012 our chief executive 
mr mackay was appointed as executive 
chairman with the intention that he would 
hold this position for an interim period of 
one year the code recommends that a 
chief executive should not go on to be 
chairman of the same company and that 
the chairman should on appointment meet 
the independence criteria set out in the 
code as a former chief executive 
mr mackay was not independent 
on appointment
  mr mackay’s proposed appointment was 
announced in april 2012 when the board 
set out a number of changes to the 
composition of the board to take effect at 
our 2012 annual general meeting including 
the retirement of our then chairman mr 
kahn and of mr pieterse an independent 
nonexecutive director the appointment 
of mr mackay as executive chairman 
and the appointment of mr clark as an 
executive director and chief operating 
ofﬁ cer with the intention that he would 
succeed mr mackay as chief executive 
at the end of the interim period when 
mr mackay would become non
executive chairman 
  before announcing these changes we 
discussed them with our major institutional 
shareholders and at the time of their 
announcement our senior independent 
director mr manser wrote on behalf of the 
board to all shareholders to explain the 
process that had been followed and to set 
out the board’s reasons for these changes 
these changes were welcomed by the 
overwhelming majority of shareholders 
and our explanation of our decision not to 
apply the code in this respect under the 
‘comply or explain’ principle was cited by 
the association of british insurers in 
a report in december 2012 as a best 
practice example
  subsequently as shareholders will be 
aware mr mackay was diagnosed in april 
2013 with a brain tumour which led the 
board to accelerate the planned promotion 
of mr clark to chief executive the 
transition of management responsibilities 
from mr mackay to mr clark was well 
advanced when mr clark assumed the role 
of chief executive on 23 april 2013 three 
months earlier than was originally planned 
  mr manser has assumed the role of 
acting chairman while mr mackay who 
is currently on a medical leave of absence 
continues his treatment
2  our audit committee did not consist solely 
of independent directors under our 
relationship agreement as approved by 
shareholders in 2002 and in 2005 altria 
group inc altria has the right to 
nominate a director to the audit committee 
and has nominated mr devitre whom the 
board does not consider to be an 
independent director for the purposes 
of the code the board nevertheless 
considers that the composition of the audit 
committee remains appropriate given 
altria’s interest as the company’s largest 
shareholder and is satisﬁ ed that having 
regard to the experience and background 
in ﬁ nancial matters of mr devitre as a 
former chief ﬁ nancial ofﬁ cer of altria the 
independence from management and the 
effectiveness of our audit committee in 
discharging its functions continue to be 
considerably enhanced and not in the 
least compromised
3  two directors mr armour and ms weir 
were unable to attend our 2012 annual 
general meeting because of long standing 
prior commitments
leadership and effectiveness
board of directors composition 
independence and renewal
composition
we have 16 directors our chairman 
mr mackay who is currently on medical 
leave of absence our acting chairman 
mr manser who is also our deputy 
chairman and senior independent director 
seven other independent nonexecutive 
directors ﬁ ve nonexecutive directors who 
we do not consider to be independent and 
two executive directors mr clark the chief 
executive and mr wilson the chief financial 
ofﬁ cer short biographies of each of the 
directors are on pages 50 and 51
the size and certain aspects of the 
composition of our board and our audit 
nomination and corporate accountability 
and risk assurance committees continue to 
be determined in part by the terms of our 
relationship agreements with altria and with 
bevco ltd a holding company of the santo 
domingo group both of which have been 
approved by sabmiller’s shareholders
our agreement with altria limits the size of 
the board to a maximum of 15 directors of 
whom no more than two are to be executive 
directors up to three are to be nonexecutive 
directors nominated by altria up to two are 
to be nonexecutive directors nominated by 
bevco and up to eight are to be non
executive directors nominated by the board 
our agreement with bevco allows bevco to 
nominate up to two nonexecutive directors 
for appointment to the board
as was the case last year the number of 
directors currently exceeds the number 
permitted under our agreement with altria 
altria has consented to this in order to 
facilitate the progressive renewal of the 
board and the broadening of the diversity 
of background gender and experience at 
board level the board is grateful to altria 
for its agreement to permit the maximum 
number of directors allowed under the 
relationship agreement to be exceeded for 
the time being the board has announced 
further changes to the composition of the 
board detailed overleaf that will in the 
absence of unforeseen circumstances 
restore the number of directors to that 
envisaged by the agreement while still 
applying the provision of the code that 
at least half of the directors excluding the 
chairman should be independent non
executive directors
altria and bevco have each exercised their 
right under their respective agreements to 
nominate one director for appointment to the 
nomination committee being mr bible and 
mr santo domingo respectively both altria 
and bevco have the right to nominate 
directors for appointment to the corporate 
accountability and risk assurance committee 
carac which altria has exercised 
nominating mr bible but bevco has not and 
altria has exercised its right to nominate one 
director mr devitre for appointment to the 
audit committee
independence
the board considers eight directors – 
mr armour ms knox mr manser 
mr manzoni mr morland dr moyo 
mr ramaphosa and ms weir – to be 
independent for the purposes of the code 
the board considers ﬁ ve nonexecutive 
directors not to be independent for the 
purposes of the code mr bible mr devitre 
and mr willard as they are nominees of 
altria the company’s largest shareholder 
and mr santo domingo and mr pérez 
as they are nominees of bevco ltd the 
company’s second largest shareholder 
as noted in our statement of our application 
of the code mr mackay was not considered 
independent on his appointment as chairman 
corporate governance  
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 57 corporate governance
continued
if a director has served for a period of nine 
years or more the code requires the board 
to consider whether that director continues 
to be independent in respect of each of the 
two independent directors who have served 
the board for more than nine years and are 
offering themselves for reelection 
mr manser and mr morland the board has 
considered speciﬁ cally whether their length 
of service has compromised their 
independence in each case the board has 
determined that the director concerned 
remains independent in character and 
judgement and that there are no relationships 
or circumstances which are likely to affect 
or could appear to affect his judgement 
and that the independence of character 
and judgement of each of the directors 
concerned is not in any way affected or 
impaired by length of service noting also that 
as a result of executive directors’ succession 
over the last two years neither mr manser 
nor mr morland has served concurrently 
with any executive director for more than 
two years 
the board also conducted a rigorous 
review of the performance of mr manser 
and mr morland and considers that they 
both continue to bring invaluable integrity 
wisdom and experience to the board and to 
contribute positively to board and committee 
deliberations especially during the period of 
transition of both executive directors and the 
chairman over the past two years the board 
is therefore entirely satisﬁ ed as to the 
performance and continued independence 
of each of these directors
progressive renewal of the board
the board continues to believe that its overall 
composition remains appropriate having 
regard in particular to the independence of 
character and integrity of all of our directors 
and the experience and skills which they 
bring to their duties
we have been fortunate to retain the services 
of a number of distinguished nonexecutive 
directors mr bible mr manser mr morland 
and mr ramaphosa who have held ofﬁ ce for 
all or most of the period since the company’s 
listing on the london stock exchange in 
1999 together they have provided stability 
to the board and the board has beneﬁ ted 
greatly from their valuable insights into the 
group its markets and the industry
nevertheless our directors have shown their 
commitment to the progressive refreshment 
of the board in terms of age experience 
gender and balance of skills we have 
appointed six new independent non
executive directors over the past ﬁ ve years 
and in march 2013 we announced changes 
that will see the appointment of mr elliott as 
another independent nonexecutive director 
on 1 july 2013 and in light of the increasing 
amount of time which he will need to devote 
to public service following his appointment 
as deputy president of the african national 
congress the retirement of mr ramaphosa 
on 25 july 2013 barring unforeseen 
circumstances it is expected that messrs 
manser and morland will retire at the annual 
general meeting in 2014 and that mr elliott 
will replace mr manser as deputy chairman 
and senior independent director 
with these planned changes by the time 
of the agm in july 2014 the number of 
independent nonexecutive directors who 
have served more than nine years will fall 
from three to one while the average length of 
service for nonexecutive directors will remain 
at approximately six years excluding the 
chairman
the code recommends that all directors 
should stand for annual reelection and the 
board has decided that all directors save 
those who are retiring should stand for 
reelection at the next annual general 
meeting
the board considers there is an appropriate 
balance of skills collective experience 
independence knowledge and gender 
among our nonexecutive directors to enable 
them to discharge their respective duties and 
responsibilities effectively
how the board operates
board meetings and attendance
during the year we held six board meetings 
individual directors’ attendance at board 
and committee meetings and at the annual 
general meeting is set out in the table below 
directors’ attendance 1 april 2012 to 31 march 2013 and committee memberships
board audit remuneration nomination carac agm
directors independent attended possible attended possible attended possible attended possible attended possible attended
j m kahn na 3 3 y
e a g mackay na 6 6 22y
p j manser yes 6644331122y
a j clark na 3 3 22y
j s wilson na 6 6 22y
m h armour yes 5 64433 n
g c bible no 6 6 1122y
d s devitre no 6644 y
l m s knox yes 663
†
42
†
3y
j a manzoni yes 6 6 331122y
m q morland yes 66443311 y
d f moyo yes 6 6 22y
c a pérez no 66 y
r pieterse yes 3 3 y
m c ramaphosa yes 6 6 1122y
a santo domingo no 6 6 11 y
h a weir yes 5 644 n
h a willard no 66 y
 mr armour and ms weir were unable to attend the annual 
general meeting in july 2012 and the preceding board 
meeting because of longstanding prior commitments 
†
 our march 2013 board and committee meetings were 
held in australia because of a longstanding prior 
commitment and the travelling time required ms knox 
was unable to arrive in australia in time for the audit 
and remuneration committee meetings but was able 
to attend the board meeting held the following day
58 – sabmiller plc annual report 2013 in the few instances where directors have not 
been able to attend a board or committee 
meeting any comments which they have 
had on the matters to be considered at that 
meeting have been given in advance to the 
chairman of the meeting or to the company 
secretary
operation of the board
the board sets the strategic objectives of 
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 
members of our executive committee our 
executive directors our regional managing 
directors and the directors of our key group 
functions corporate affairs corporate ﬁ nance 
and development legal marketing and 
supply chain and human resources make 
regular presentations to the board enabling 
directors to explore and interrogate speciﬁ c 
issues and developments in greater detail
board and committee meetings are held in 
an atmosphere of intellectual honesty of 
purpose integrity and mutual respect 
requiring reporting of the highest standard 
by management and direct robust and 
constructive challenge and debate among 
board and committee members
matters reserved for the board
there is a schedule of matters which are 
dealt with exclusively by the board these 
include approval of ﬁ nancial 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 
sustainability and environmental policies 
and treasury policies
the board governs through clearly mandated 
board committees accompanied by 
monitoring and reporting systems each 
standing board committee has speciﬁ c 
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 all committee chairmen 
report orally on the proceedings of their 
committees at the next meeting of the board 
and the minutes of the meetings of all board 
committees are included in the papers 
distributed to all board members before 
the next board meeting
conﬂ icts of interest
our directors are required to avoid situations 
where they have or can have a direct or 
indirect interest that conﬂ icts or possibly 
may conﬂ ict with the company’s interests 
as permitted by the companies act 2006 
the articles of association of the company 
allow the board to authorise potential 
conﬂ icts of interest that may arise and to 
impose such limits or conditions as it thinks 
ﬁ t procedures are in place for the disclosure 
by directors of any potential conﬂ icts and for 
the appropriate authorisation to be sought if 
a conﬂ ict arises these procedures continue 
to operate effectively there were no actual 
or potential conﬂ icts of interest which were 
required to be authorised by the board during 
the year ended 31 march 2013
the roles of executive and 
nonexecutive directors
our executive directors are responsible 
for proposing strategy and for making and 
implementing operational decisions our 
nonexecutive directors complement the 
skills and experience of the executive 
directors bring independent judgement 
and contribute to the formulation of strategy 
policy and decisionmaking through their 
knowledge and experience of other 
businesses and sectors 
information and training
our company secretary is responsible for 
advising the board through the chairman on 
matters of corporate governance the board 
and its committees are supplied with full and 
timely information including detailed ﬁ nancial 
information to enable directors to discharge 
their responsibilities and the committees are 
provided with sufﬁ cient resources to 
undertake their duties all directors have 
access to the advice of the company 
secretary independent professional advice 
is also available to directors in appropriate 
circumstances at the company’s expense 
during the year ended 31 march 2013 none 
of the directors sought independent external 
advice through the company
following the appointment of new directors to 
the board they are briefed on the duties they 
owe to the company as directors and tailored 
induction programmes are arranged which 
involve industry speciﬁ c training and include 
visits to the group’s businesses and meetings 
with senior management as appropriate new 
directors are briefed on internal controls at 
head ofﬁ ce and business unit level and are 
advised of the legal and other duties they have 
as directors of a listed company as well as on 
relevant company policies and governance
related matters
the company is committed to the continuing 
development of directors in order that they 
may build on their expertise and develop an 
ever more detailed understanding of the 
business and the markets in which group 
companies operate members of board 
committees are encouraged to attend 
internal and external brieﬁ ngs and courses 
on aspects of their respective committee 
specialisms and regular updates on relevant 
legal regulatory corporate governance and 
technical developments are presented to 
committee members at each meeting and as 
appropriate to the full board the chairman 
considers the training and development 
needs of the board and discusses these 
with the respective directors as necessary 
upon appointment to the board mr clark 
received a tailored induction which included 
among other things a brieﬁ ng on his 
responsibilities as a director of a company 
listed on the london and johannesburg 
stock exchanges 
outside appointments
nonexecutive directors may serve on 
a number of other boards provided that 
they continue to demonstrate the requisite 
commitment to discharge effectively their 
duties to sabmiller the nomination 
committee keeps under review the extent of 
directors’ other interests to ensure that the 
effectiveness of the board is not compromised 
by the extent of their external commitments 
the board is satisﬁ ed that all of the non
executive directors commit sufﬁ cient time to 
their duties as directors of the company and 
the nonexecutive directors standing for 
election or reelection have conﬁ rmed that 
they have sufﬁ cient time to fulﬁ l their 
respective obligations to the company 
as noted on page 58 mr ramaphosa has 
decided not to offer himself for reelection 
because of the increasing amount of time that 
he expects to devote to his public service 
commitments in south africa
the board believes in principle in the beneﬁ t 
to the group of our executive directors and 
members of the executive committee 
accepting nonexecutive directorships of 
other companies in order to widen their 
experience and knowledge for the beneﬁ t 
of the company accordingly subject to the 
agreement of the board executive directors 
and members of the executive committee are 
permitted to accept external nonexecutive 
board appointments and to retain any fees 
received from those appointments
during the year ended 31 march 2013 
mr mackay held ofﬁ ce as a nonexecutive 
director of reckitt benckiser group plc 
and a member of the board of philip morris 
international inc fees earned by mr mackay 
from these appointments are set out in the 
directors’ remuneration report and were 
retained by mr mackay of the executive 
committee members mr adami is a 
nonexecutive director of allied electronics 
corporation limited and mr bowman is 
a nonexecutive director of tiger brands 
limited both being companies listed on 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 59 corporate governance
continued
the johannesburg stock exchange and 
mr mervis is a director of the melbourne 
business school
chairman chief executive deputy 
chairman and senior independent 
director
as noted in the introduction to this report 
following the retirement of mr kahn as the 
company’s chairman at the 2012 annual 
general meeting mr mackay was appointed 
as executive chairman for an interim period 
and mr clark was appointed as chief 
operating ofﬁ cer during that period the 
division of responsibilities between the 
executive chairman and chief operating 
ofﬁ cer were clearly deﬁ ned in a written 
statement of responsibilities which was 
considered and approved by the board at its 
meeting in may 2012 following mr clark’s 
appointment as chief executive in april 2013 
a revised statement of the division of 
responsibilities between the chairman and 
the chief executive which had already been 
considered by the nomination committee at 
its meeting in march 2013 was approved by 
the board at its meeting in may 2013 
mr manser has extensive experience 
of chairing or serving on all four main 
committees of the board and is therefore 
well placed to inﬂ uence the governance of 
the company and to meet his responsibilities 
as deputy chairman and senior independent 
director he serves as an additional contact 
point for shareholders and is also available 
to fellow nonexecutive directors either 
individually or collectively to discuss any 
matters of concern in a forum that does not 
include executive directors or other members 
of the management team during 
mr mackay’s medical leave of absence 
mr manser is acting chairman in light of 
his additional responsibilities and time 
commitments as acting chairman 
mr manser will stand down as chairman 
of the audit committee and as a member of 
the audit and remuneration committees  
our chairman and deputy chairman are 
both available to consult with shareholders 
throughout the year and in the month prior 
to the annual general meeting major 
shareholders are invited to meet with the 
chairman to discuss any issues which they 
wish to raise although this year this invitation 
will be to meet with the acting chairman 
the board is kept informed of the views of 
shareholders through regular updates from 
the chairman the deputy chairman and the 
company secretary as well as through the 
inclusion in the board papers of reports on 
comments from and exchanges with 
shareholders investor bodies and analysts 
in the year under review the deputy 
chairman hosted a meeting of the non
executive directors without the executive 
directors being present at which among 
other things the performance of the 
chairman was discussed
board committee and director 
performance evaluation
a formal and rigorous evaluation of the 
performance and effectiveness of the board 
and its principal committees is carried out 
each year led by the chairman and the 
company secretary with input from the 
deputy chairman and in consultation with 
other directors the code recommends that 
the evaluation of board performance should 
be externally facilitated at least every three 
years given that the period under review 
was a year of transition the board decided 
that it was not appropriate to carry out an 
externally facilitated performance evaluation 
the evaluation process included speciﬁ c 
consideration by each of the nonexecutive 
directors on the performance of mr mackay 
in his role as executive chairman mr clark 
in his role as chief operating ofﬁ cer and the 
effectiveness of the division of responsibilities 
between them 
the performance of the executive chairman 
was reviewed by the nomination committee 
in light of responses from each director to 
questionnaires covering the elements of his 
performance and this review was shared with 
and considered by the board the 
performance of the chief executive and the 
chief financial ofﬁ cer was reviewed by the 
chairman and the nomination committee and 
reported on to the board by the nomination 
committee each nonexecutive director’s 
performance was evaluated by the chairman 
in consultation with the deputy chairman 
who in turn consulted with the executive 
directors and the company secretary 
in reviewing the performance of the board 
and its committees again in the light of 
directors’ responses to questionnaires the 
chairman and the deputy chairman were 
aligned in their conclusion that measured 
against the principal duties expected 
of them the board and its standing and 
ad hoc subcommittees continued to 
operate effectively including in their 
support of management in monitoring 
of performance and maintaining the 
board’s strategic oversight
the chairman the deputy chairman the 
committee chairmen and the company 
secretary met at the end of the process to 
review the results of the performance and 
effectiveness evaluations conducted in 
respect of the board of the directors 
individually of the chairman and the deputy 
chairman and of each of the board’s four 
standing committees regarding the board 
committees the committee chairmen 
expressed their views regarding the 
operation of their respective committees 
against their terms of reference and the 
performance and effectiveness of each 
committee these views were discussed 
in an open and constructive manner with 
recommendations arising from the 
discussions being brought forward to the 
board and the respective committees the 
conclusion of this meeting was that the board 
was balanced and operated effectively and 
that the board committees discharged 
effectively their duties under their respective 
terms of reference
the results of the performance and 
effectiveness assessment process as 
outlined above were reviewed in full and 
approved by the board matters identiﬁ ed 
as requiring further consideration have been 
addressed including changing the frequency 
and length of board meetings to ensure more 
regular meetings at which additional time is 
made available to discuss group strategy 
senior executive succession planning and the 
group’s talent pipeline below the executive 
committee level organising additional board 
meetings to be held in countries where the 
group has operations to allow the board 
the opportunity to conduct more detailed 
occasional reviews of country and regional 
performance and the introduction of regular 
preboard meeting events at which non
executive directors have the opportunity to 
address particular themes or issues in more 
depth and to meet more frequently with 
other members of senior management as 
well as executive committee members
all directors except for mr ramaphosa 
will be standing for reelection at this year’s 
annual general meeting the nomination 
committee has conﬁ rmed to the board 
that each of the existing directors offering 
themselves for election or reelection 
continues to perform effectively and to 
demonstrate commitment to their role 
in particular the committee has conﬁ rmed 
that in relation to each of the nonexecutive 
directors who will have served for over nine 
years the committee is satisﬁ ed with his 
performance and has determined that the 
length of their service does not compromise 
their independence the test of 
independence does not apply to mr bible 
mr manser as deputy chairman and senior 
independent director conﬁ rms the chairman 
has performed effectively and demonstrated 
commitment to his role during the year 
although he is currently on medical leave 
of absence
the board unanimously recommends to 
shareholders the election of mr elliott as an 
independent nonexecutive director he is 
a highly experienced business leader with 
a strong reputation and as part of the 
leadership team of a global business working 
across a mix of emerging and developed 
markets has gained skills pertinent to our 
business structure biographical details of 
all directors and of mr elliott are included 
on pages 50 and 51
60 – sabmiller plc annual report 2013 retirement of directors
the company’s articles of association require 
that new directors are subject to election at 
the ﬁ rst 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 
however the board has determined that all 
directors will stand for reelection annually 
independent nonexecutive directors who 
have served for nine years will only be asked 
to stand for reelection if the board remains 
satisﬁ ed both with the director’s performance 
and that nine years’ continuous service does 
not compromise the director’s continuing 
independence
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 
the board’s committees and the 
executive committee
the executive committee
the board delegates responsibility for 
proposing and implementing the group’s 
strategy and for managing the group to the 
chief executive mr clark who is supported 
by the executive committee excom which 
he chairs excom members are appointed 
by mr clark after consultation with the 
board the other members of excom are our 
chief financial ofﬁ cer our regional managing 
directors and the directors of our key group 
functions corporate affairs corporate ﬁ nance 
and development legal marketing and 
supply chain and human resources 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 
executes the strategy and budget approved 
by the board 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
the audit committee
during the year under review the audit 
committee was chaired by mr manser 
chairman since 2002 mr manser qualiﬁ ed 
as a chartered accountant in 1964 and was 
made a fellow of the institute of chartered 
accountants in 1976
mr morland mr devitre mr armour ms knox 
and ms weir also served on the committee 
throughout the year mr morland has been 
a member of the committee since 13 april 
1999 mr devitre since 16 may 2007 
mr armour since 1 may 2010 and ms knox 
and ms weir since 19 may 2011 the board 
is satisﬁ ed that the chairman mr devitre 
mr armour ms knox and ms weir have 
recent and relevant ﬁ nancial experience 
biographical information concerning 
mr manser and members of the committee is 
set out on pages 50 to 51 mr elliott will join 
the audit committee at the conclusion of the 
2013 annual general meeting mr elliott has 
recent and relevant ﬁ nancial experience 
having been chief ﬁ nancial ofﬁ cer of rio tinto 
until his retirement in april 2013 and currently 
being the chairman of the audit committee of 
royal dutch shell 
it had been intended that mr armour would 
succeed mr manser as chairman of the audit 
committee following the conclusion of the 
2014 annual general meeting but in light 
of the additional responsibilities and time 
commitments assumed by mr manser 
as acting chairman during mr mackay’s 
absence on medical leave mr armour 
agreed to the board’s request that he 
succeed mr manser as chairman of the 
audit committee with effect from 5 june 
2013 when mr manser will stand down 
from the audit committee
the committee met four times during the 
year the external auditors the chairman 
mr kahn in may 2012 and mr mackay 
thereafter the chief operating ofﬁ cer the 
chief financial ofﬁ cer and the chief internal 
auditor attended each meeting by invitation 
other members of the management team 
attended as required
the work of the committee during the year 
and up to the date of this report included 
consideration of 
• the annual ﬁ nancial statements and the 
preliminary results announcement for the 
years ended 31 march 2012 and 31 march 
2013 before their submission to the board 
for approval including consideration of the 
group on a going concern basis with 
particular reference to the balance sheet 
the upcoming year’s budgeted proﬁ t and 
cash ﬂ ows its mediumterm projections 
and committed treasury facilities
• the interim ﬁ nancial statements and interim 
results announcement for the six months 
ended 30 september 2012
• areas of signiﬁ cance in the preparation 
of the ﬁ nancial statements including 
exceptional items and compliance with 
group policy acquisition accounting for 
foster’s group ltd and the investment in 
anadolu efes impairment reviews and key 
assumptions evolution of tax exposures 
and tax provisions and the treatment of 
costs and reported beneﬁ ts tracking 
relating to the group’s business capability 
programme
• governance and controls in relation to the 
business capability programme and review 
of the regular reports on progress of 
deployment by internal audit and by an 
independent external project assurance 
team from kpmg
• reports from the external auditors on the 
annual and interim ﬁ nancial statements 
the approval of the audit plan and its 
expected evolution with the changes 
envisaged by the business capability 
programme and the auditors’ fee 
proposal for the 2013 yearend audit
• developments in accounting and reporting 
standards and review of the group’s 
responses
• a review of the progress of the year’s 
internal audit programme and matters 
arising and reviewing the plan for the 
forthcoming year
• the effectiveness of the internal audit 
function and of the chief internal auditor
• the results of the group’s biannual letters 
of representation
• the internal control environment principal 
risks and risk management systems and 
the group’s statement on internal control 
systems prior to endorsement by 
the board
• revisions to and compliance with treasury 
policies including compliance with risk 
limits and reviewing signiﬁ cant hedging 
programmes and a continuing focus on 
counterparty credit limits
• material legal developments
• whistleblowing systems in place within the 
group and material whistleblowing reports
• independence and the effectiveness of the 
external auditors particularly taking into 
account the rotation of both audit partners 
at group level and the recommendation to 
the board of the reappointment of 
pricewaterhousecoopers llp as the 
external auditors
• the policy on auditor independence and 
nonaudit services and consideration of 
the nature scope and independence 
threats and safeguards of nonaudit 
services supplied by the external auditors 
and preapproval of proposed projects in 
line with policy and
• its terms of reference and effectiveness
the audit committee reports its activities 
and makes recommendations to the board 
during the year the audit committee 
discharged its responsibilities as they are 
deﬁ ned 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 ﬁ nancial 
reporting and accounting standards as they 
relate to published ﬁ nancial information
the chief internal auditor has direct access 
to the committee primarily through its 
chairman the committee has access to 
subsidiary company internal audit leadership 
the reports of the divisional ﬁ nance control 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 61 corporate governance
continued
and assurance committees are also available 
to and any key ﬁ ndings are raised with the 
audit committee during the year the 
chairman of the committee met quarterly 
with the external auditors and with the chief 
internal auditor without management being 
present and the committee met with the 
external auditors at least once without 
management being present
the nomination committee
during the year the nomination committee 
was chaired by mr kahn until his retirement 
in july when the role of chairman was taken 
by mr manser mr bible mr manser 
mr manzoni mr morland mr ramaphosa 
and mr santo domingo were members of 
this committee throughout the year and 
mr mackay joined the committee on his 
appointment as executive chairman it had 
been planned that he would succeed 
mr manser as chairman of the committee 
at the conclusion of the 2013 annual general 
meeting although mr manser will continue 
to chair the committee during mr mackay’s 
medical leave of absence if it should be 
necessary for the committee to meet during 
that period ms weir who was appointed a 
nonexecutive director in may 2011 will 
become a member of the committee at the 
same time in place of mr ramaphosa who 
is retiring as a director the committee 
considers the composition of the board and 
its committees the retirement appointment 
and replacement of directors and makes 
appropriate recommendations to the board 
the nomination committee has continued to 
evaluate the balance of skills knowledge and 
experience of the board and remains 
committed to the progressive renewal of the 
board through orderly succession where 
vacancies arise they prepare a description 
of the role and capabilities required for the 
appointment appropriate succession plans 
for the nonexecutive directors for the 
executive directors and for senior 
management are also kept under close 
review the committee is conscious of the 
need for due regard to be given to diversity 
when considering appointments to the 
board five of the last eight independent 
nonexecutive directors to be appointed by 
the board were women and currently more 
than onethird of the company’s independent 
nonexecutive directors are women the 
committee therefore believes that the 
company is well positioned in terms of 
the future balance of the board 
where nonexecutive vacancies arise the 
committee may use the services of external 
consultants in order to identify suitable 
candidates for the board to consider in relation 
to the most recent nonexecutive board 
appointment mr elliott who will join the board 
in july an external search ﬁ rm was retained 
and produced a strong list of candidates 
who were then shortlisted for consideration 
by the nomination committee on the basis 
of their relevant skills and experience
the remuneration committee
during the year the remuneration committee 
consisted entirely of independent directors 
mr morland chairman mr armour ms knox 
mr manser and mr manzoni ms knox who 
was appointed as a nonexecutive director 
in may 2011 will succeed mr morland as 
chairman of the remuneration committee at 
the conclusion of the 2013 annual general 
meeting when mr morland will stand down 
from the committee mr elliott will join the 
committee at the same time mr manser will 
stand down from the committee with effect 
from 5 june 2013
the committee is responsible for the 
assessment and approval of a broad 
remuneration strategy for the group for the 
operation of the company’s sharebased 
incentive plan and for reviewing and 
approving shortterm and longterm 
remuneration for the executive directors 
and members of the executive committee
the remuneration committee has 
implemented its strategy of ensuring that 
employees and executives are rewarded for 
their contribution to the group’s operating 
and ﬁ nancial performance at levels which 
take account of industry market and country 
benchmarks to ensure that the executives’ 
goals are aligned to those of the company 
share incentives are considered to be critical 
elements of executive incentive pay during 
the year the committee engaged the services 
of consultants kepler associates these 
consultants have no other connection with 
the company at levels below the company’s 
executive committee the company’s 
management engages other consultants 
on a project basis
speciﬁ cally during the year the work of the 
remuneration committee included
• reviewing trends in global executive 
remuneration and governance
• reviewing the key elements and design of 
the group’s longterm incentive schemes 
including peer comparator group 
composition
• reviewing global benchmarks
• reviewing and approving performance 
targets and conditions for short and 
longterm incentive awards
• reviewing and approving longterm 
incentive awards for executive committee 
members
• reviewing executive director shareholding 
guidelines
• review of performance against agreed 
criteria
• reviewing and approving total remuneration 
for the executive directors and executive 
committee members
• determining the appropriate remuneration 
for mr clark on his appointment as chief 
operating ofﬁ cer for ms clark on her 
appointment as managing director of 
sabmiller europe and for ms may our 
newly appointed director of corporate 
affairs and executive committee member 
and
• reviewing and approving the directors’ 
remuneration report and recommending 
it to the board
during the year the chairman of the 
remuneration committee undertook a 
detailed review of executive pay inviting 
the company’s 50 largest shareholders to 
engage in the process more than 30 
shareholders and other representative bodies 
agreed to participate and as a result of those 
interactions the committee made a number 
of changes to the structure and reporting of 
remuneration this year
details of the company’s remuneration policy 
and the work of the remuneration committee 
during the year including the extensive 
shareholder consultation are in the directors’ 
remuneration report on pages 66 to 85
the corporate accountability and risk 
assurance committee carac
dr moyo chaired the committee throughout 
the year mr mackay mr manser mr manzoni 
mr ramaphosa and mr wilson served as 
members for the entire period mr kahn 
and mr pieterse stepped down from the 
committee on their retirement from the board 
following the conclusion of the 2012 annual 
general meeting and mr bible and mr clark 
joined the committee additionally the 
director of corporate affairs ms may 
met regularly with dr moyo to discuss 
implementation and planning issues and 
has attended all meetings of the committee 
since her appointment
the objective of the committee is to assist 
the board in the discharge of its 
responsibilities in relation to the group’s 
alcohol policies and corporate accountability 
including sustainable development corporate 
social responsibility corporate social 
investment and ethical commercial 
behaviour more details of the committee’s 
activities are in the sustainable development 
review section of this report and in our 
separate sustainable development report 
which is available on our website and upon 
request in hard copy
during the year the committee continued 
to focus on companyspeciﬁ c and industry 
issues which are critical to protecting our 
licence to operate particular areas of focus 
for the committee during the year included 
a review of the management and reporting of 
health and safety within the group our policy 
62 – sabmiller plc annual report 2013 on required standards and accountabilities 
and more standardised reporting of health 
and safety matters a review of our 
sustainable development performance 
including progress towards meeting our 
water and carbon efﬁ ciency targets 
consideration of our longer term sustainable 
development ambitions and a review of the 
approach to sustainability in our newly 
acquired carlton  united breweries cub 
business in australia including its alignment 
to and performance against our sustainable 
development priorities overall
the disclosure committee
the disclosure committee consists of the 
chairman the chief executive the chief 
financial ofﬁ cer the deputy chairman one 
other nonexecutive director and the general 
counsel and company secretary or the 
deputy company secretary the function of 
the disclosure committee in accordance with 
our inside information policy is to meet as 
and when required in order to assure 
compliance with the uk’s disclosure and 
transparency rules and the listing rules 
as guided by the general counsel and to 
ensure that the routes of communication 
between excom members the disclosure 
committee the general counsel’s ofﬁ ce 
the company secretarial ofﬁ ce and investor 
relations are clear and provide for rapid 
escalation to the disclosure committee and 
key advisers and the board of any decision 
regarding potential inside information so that 
we are able to comply fully with our continuing 
obligations under the disclosure and 
transparency rules and the listing rules
accountability 
the audit committee
a description of the composition scope of 
responsibilities and work undertaken by the 
audit committee during the year is included 
in the section dealing with the board and 
its committees
relationship with auditors
pricewaterhousecoopers were appointed 
as our auditors on 8 february 1999 
subsequently becoming 
pricewaterhousecoopers llp pwc in 2003
we have in place a formal policy on auditor 
independence and nonaudit services with 
which our external auditors are required to 
comply to ensure that the independence of 
the auditors is not impaired by the nature of 
nonaudit work our policy stipulates work 
which is permitted or not permitted to be 
performed by the auditors and provides for 
appropriate approval and oversight 
processes during the year more detailed 
guidance was issued to support the policy on 
the appointment of the auditors to undertake 
nonaudit services
our policy classiﬁ es all nonaudit services 
into audit related services being those 
services which are effectively required by law 
or regulation and other nonaudit services 
and provides that engagements for other 
nonaudit services are subject to formal 
preapproval limits either by the full audit 
committee or by the chairman of the audit 
committee depending on the level of the 
fees involved all requests for approval have 
been accompanied by a detailed justiﬁ cation 
as to why the appointment of the external 
auditors to provide the services is in the best 
interests of the company and how it is 
proposed that auditor independence be 
safeguarded in connection with the provision 
of those services in the instances where 
approval was sought for the auditors to 
provide nonaudit services the committee 
concluded that the auditors’ detailed 
understanding of the group and ability to 
deliver services in a timely fashion provided 
a costeffective method of delivery without 
compromising auditor independence in 
addition pwc won a competitive tender to 
advise on a health and wellness project in 
south africa the committee was satisﬁ ed 
that undertaking this project would not 
compromise the auditors’ independence
pwc conﬁ rm annually in a formal report to 
the audit committee that processes to ensure 
compliance with this policy are in place and 
that these processes are monitored regularly 
this report includes a statement that in their 
opinion pwc believe that the nature of their 
nonaudit services has not impaired their 
independence as auditors note 3 to the 
consolidated ﬁ nancial statements has a 
breakdown of nonaudit services provided to 
the group by the auditors for the year under 
review and fees paid to other audit ﬁ rms 
the audit committee is satisﬁ ed that for 
the period under review the independence 
of the auditors has not been affected by the 
provision of these nonaudit services which 
primarily related to taxation
the committee has a formal and well 
established system for the review of the 
effectiveness of the external auditors this 
process involves the external auditors 
presenting to the committee their proposed 
audit strategy followed by the output of their 
discussions with management at the audit 
committee meeting in may the external 
auditors present the output of their detailed 
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 questionnaires completed by ﬁ nance 
teams around the world that rate effectiveness 
across 17 criteria in the current year a further 
review was completed in march 2013 of the 
overall relationship with the auditors following 
the rotation of both group audit partners 
following the review the committee makes 
a recommendation to the board on the 
reappointment of the external auditors by 
the shareholders 
taking account of the annual assessment of 
the effectiveness of the audit the committee 
has not considered it necessary to require 
the audit to be put out to tender the lead 
group audit partner is required to rotate after 
a maximum of ﬁ ve years seven years for 
material subsidiary companies and the most 
recent change of the lead group audit partner 
occurred for the 2012 year end the audit 
committee has reviewed the proposed key 
audit partner rotations during the year
there are no contractual obligations 
restricting the company’s choice of 
external auditor
risk management
the group’s risk management system 
is subject to regular review to ensure 
compliance with the code and the financial 
reporting council’s guidance to directors 
on internal control formerly known as the 
turnbull guidance 2005 covering internal 
control and risk management
risk and the board of directors
the directors are ultimately responsible for 
the group’s risk management system and for 
reviewing its effectiveness there is a regular 
schedule for the board to consider the 
group’s signiﬁ cant risks and mitigating 
actions the risk management system is 
designed to manage rather than eliminate 
the risk of failure to achieve business 
objectives and there is a continuous process 
in place for identifying assessing managing 
monitoring and reporting on the signiﬁ cant 
risks faced by individual group companies 
and by the group as a whole this process 
has been in place for the year under review 
up to the approval of the annual report 
and accounts the principal risks and 
uncertainties facing the group are set out 
on pages 16 and 17
executive committee
excom has speciﬁ c responsibility as the risk 
management committee for the group’s 
system of risk management excom reviews 
our signiﬁ cant risks and subsequently reports 
to the board on material changes and the 
associated mitigating actions in accordance 
with the turnbull guidance reviews on the 
effectiveness of the risk management system 
were carried out by excom as the risk 
management committee in april and 
october 2012 and in april 2013
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 63 corporate governance
continued
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 and is undertaken using 
a practical and ﬂ exible framework which 
provides a consistent and sustained 
approach to risk evaluation business risks 
which may be strategic operational ﬁ nancial 
or environmental or concern 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 our organisation
key features of our system of risk 
management are
• group statements on strategic direction 
ethics and values
• clear business objectives and business 
principles
• an established risk policy
• a continuous process for identiﬁ cation 
and evaluation of signiﬁ cant risks to the 
achievement of business objectives
• management processes in place to 
mitigate signiﬁ cant risks to an acceptable 
level
• continuing monitoring of signiﬁ cant risks 
and internal and external environmental 
factors that may change our risk proﬁ le 
and
• a regular review of both the type and 
amount of external insurance purchased 
bearing in mind the availability of cover its 
cost and the likelihood and magnitude of 
the risks involved
in addition to 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 since 2010 strategic 
planning internal audit and other risk control 
specialist processes have been integrated 
into line management’s risk processes and 
simpliﬁ ed risk reporting a process of gradual 
reﬁ nement and strengthening has continued 
during this year
key reports include those that identify 
assess and monitor strategic and operational 
risks in each division and on a group basis
internal control
the turnbull guidance recommends internal 
control practices for uk listed companies to 
assist them in assessing the application of 
the code’s principles and compliance with 
the code’s provisions with regard to internal 
control 
our systems of internal control are designed 
and operated to support the identiﬁ cation 
evaluation and management of risks affecting 
the group these include controls in relation 
to the ﬁ nancial reporting process and 
the preparation of consolidated accounts 
but extend across all areas of operations 
they are subject to continuous review 
as circumstances change and new 
risks emerge
key features of the systems of internal 
control are
• the risk management system described 
above
• written policies and procedures within our 
businesses which are detailed in policy 
manuals
• clearly deﬁ ned lines of accountability and 
delegations of authority
• management of operating risk by using 
appropriate infrastructure controls 
systems and people throughout the 
businesses
• business continuity planning including 
preventative and contingency measures 
backup capabilities and the purchase of 
insurance
• maintenance of a state of preparedness for 
compliance with s404 of the us sarbanes
oxley act through the identiﬁ cation and 
testing of key ﬁ nancial controls under its 
internal financial control ifc programme 
this is a voluntary initiative which 
continues to further strengthen internal 
control systems and processes within 
the group
• key policies employed in managing 
ﬁ nancial and operating risk involve 
segregation of duties transaction 
authorisation monitoring ﬁ nancial and 
managerial review and comprehensive 
reporting and analysis against approved 
standards and budgets
• a treasury operating framework which 
establishes policies and manages liquidity 
and ﬁ nancial risks including foreign 
exchange interest rate and counterparty 
exposures and incorporates group and 
regional treasury committees that monitor 
these activities and compliance with the 
policies treasury policies risk limits and 
monitoring procedures are reviewed 
regularly by the audit committee on behalf 
of the board and
• a group tax policy and tax operating 
framework which forms the basis of tax 
governance across the group and is 
managed by our group tax function 
which monitors tax risk and implements 
strategies and procedures to control it
assurance on compliance with systems of 
internal control and on their effectiveness 
is obtained through regular management 
reviews reviews of key ﬁ nancial controls 
internal audit reviews and quality assurance 
testing of certain aspects of the internal 
ﬁ nancial control systems by the external 
auditors during the course of their statutory 
examinations and regular reports to the audit 
committee by the internal and external 
auditors our divisional ﬁ nance control and 
assurance committees consider the results 
of these reviews to conﬁ rm that controls are 
functioning and to ensure that any material 
breakdowns and remedial actions have been 
reported to the appropriate boards of 
directors in relation to our associated 
undertakings or joint ventures these matters 
are reviewed at the level of the associates’ 
or joint ventures’ boards or other governing 
committees
at the half year and at the year end the 
members of regional and country business 
executive committees each of our functional 
directors corporate affairs corporate ﬁ nance 
and development legal marketing and 
supply chain and human resources each 
of the direct reports to the chief financial 
ofﬁ cer ﬁ nance and control global template 
design authority information technology 
internal audit tax and treasury and the 
group head of strategy and planning are 
required to submit to the company secretary 
on behalf of the board formal letters of 
representation on compliance with internal 
controls and key policies including 
notiﬁ cation of continuing or potential 
signiﬁ cant legal regulatory environmental 
and other exposures
these letters form the subject of reports to 
the audit committee and cover all subsidiary 
companies as well as millercoors llc and 
tsogo sun holdings limited which submit 
tailored letters of representation executive 
directors and executive committee members 
sit on the boards of major associated 
companies directors and members of the 
executive committee also make annual 
written declarations of interests and are 
obliged to report without delay any potential 
or actual conﬂ icts of interest which may arise
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 
ﬁ nancial operational and compliance 
controls and risk management systems for 
the year under review necessary actions are 
taken to remedy any signiﬁ cant weaknesses 
identiﬁ ed 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
64 – sabmiller plc annual report 2013 cub in australia became part of the group 
during the second half of last year as part of 
the integration of cub into the group good 
progress has been made to embed systems 
controls and procedures 
the board with advice from the audit 
committee has completed its annual review 
of the effectiveness of the system of internal 
control and risk management for the period 
since 1 april 2012 in accordance with the 
turnbull guidance
internal audit
our global internal audit function consists of 
the group internal audit team led by the chief 
internal auditor plus regional and country 
audit functions that operate in each of the 
group’s principal areas of business the 
regional and country functions are centrally 
directed by the group internal audit team 
the country internal audit functions are jointly 
accountable to local senior ﬁ nance 
management and regional heads of internal 
audit they also have direct access and 
accountability to local audit committees and 
the chief internal auditor
internal audit activities all of which are 
riskbased are performed by teams of 
appropriately qualiﬁ ed and experienced 
employees third parties may be engaged to 
support audit work as appropriate the chief 
internal auditor who reports functionally to 
the chief financial ofﬁ cer has regular 
meetings with the chairman of the audit 
committee and prepares formal reports for 
each audit committee meeting as to the 
consolidated activities and key ﬁ ndings of 
the global internal audit function
our global internal audit function uses a 
standardised groupwide internal audit 
methodology which is in compliance with the 
‘international standards for the professional 
practice of internal auditing’ of the institute 
of internal auditors the function operates a 
formal global quality assurance and 
effectiveness programme accordingly 
detailed quality review assessments are 
performed with regard to the regional and 
country internal audit teams to ensure 
compliance with deﬁ ned 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 a 
periodic review of internal audit is undertaken 
by an independent external consultant in 
accordance with the guidelines of the 
institute of internal auditors the audit 
committee has satisﬁ ed itself that adequate 
objective internal audit assurance standards 
and procedures exist within the group 
continuous improvement in the quality and 
objectivity of the global internal audit function 
remains a key objective of the department
whistleblowing measures
all our employees have the opportunity 
to make conﬁ dential disclosures about 
suspected impropriety or wrongdoing the 
company secretary or the deputy company 
secretary in consultation with the chief 
internal auditor if appropriate decides on the 
appropriate method and level of investigation 
the audit committee is notiﬁ ed of all material 
disclosures made and receives reports on 
the results of 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 ﬁ t
relations with shareholders
all shareholders were again encouraged to 
attend the annual general meeting held in 
july 2012 which provided shareholders with 
the opportunity to ask questions of the board 
and chairmen of all the board committees at 
the meeting all resolutions were put to a vote 
on a poll with the results being published on 
the company’s website and on the london 
and johannesburg stock exchange news 
services as the geographic spread of 
shareholders inevitably means that not every 
shareholder can attend a meeting in the uk 
a video ﬁ lm and a full transcript of the 
proceedings of the meeting were published 
on the company’s website similar 
arrangements are planned for the 
forthcoming annual general meeting in order 
to further ease access to information all 
shareholders were this year given the 
opportunity to receive statutory information 
from the company electronically
we maintain a dedicated investor relations 
function which reports to the director of 
corporate affairs the investor relations team 
builds and maintains 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 group performance and 
regional businesses and strives to ensure 
that these are understood across the global 
equity markets including in onetoone 
meetings with investors dialogue on 
sustainable developments and socially 
responsible investment matters is handled by 
the group head of sustainable development 
who undertakes focused meetings with 
interested investors and stakeholders
in addition to scheduled managementled 
programmes in which executives interact 
with investors and analysts the chairman 
annually contacts all shareholders or their 
representatives holding more than 1 of the 
issued share capital of the company to 
enable him to address any queries which 
shareholders may have about the 
governance of the company or non
operational aspects of company strategy 
it is also more broadly designed to give the 
board a greater awareness of shareholder 
concerns during the year the chairman and 
mr manser as deputy chairman and senior 
independent director accompanied by the 
company secretary met with a number of 
institutional shareholders the deputy 
chairman and the company secretary are 
also available to discuss issues with 
shareholders and views expressed by 
shareholders are communicated to the 
board as part of this initiative the chairman 
offers to meet with signiﬁ cant shareholders in 
the month before the annual general meeting 
speciﬁ cally to deal with issues arising from 
the annual report and notice of the annual 
general meeting institutional and shareholder 
comment on the annual report is conveyed 
by the company secretary to the full board 
and to the audit and remuneration 
committees in relation to matters within 
their respective terms of reference
during april 2012 we also consulted with 
major shareholders before announcing the 
proposed appointment of mr mackay as 
executive chairman and mr clark as chief 
operating ofﬁ cer the then chairman 
mr kahn the senior independent director 
mr manser and the company secretary 
mr davidson conducted a number of calls 
and personal meetings with major 
shareholders and institutional investors to 
discuss the proposals with them following 
the announcement of the appointments the 
senior independent director then wrote 
personally to all shareholders setting out the 
rationale for the proposed appointments and 
explaining why the directors thought it in the 
best interests of sabmiller to make these 
appointments
as described in our remuneration report 
during 2013 our 50 largest shareholders 
were invited to meet with the chairman of 
the remuneration committee to discuss 
our remuneration philosophy 
john davidson
general counsel and 
group company secretary
for and on behalf of the 
board of sabmiller plc
5 june 2013
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 65 directors’ remuneration report
chairman’s letter
dear shareholder
the year ended 31 march 2013 has been 
another year of strong ﬁ nancial performance 
with group revenue up 10 and reported 
ebita up 14 contributing to adjusted eps 
growth of 11 and an 11 increase in the 
total dividend for the year we achieved a 
total shareholder return of 254 over the 
ﬁ ve years to 31 march 2013 with £100 
invested in sabmiller ﬁ ve years ago being 
worth £354 compared with just £175 if 
invested in the median of our peer group 
or £136 if invested in the ftse 100 index 
furthermore £100 invested in sabmiller 
upon our listing in london in 1999 would 
now be worth £1114
in such circumstances it might be expected 
that executive variable pay would have 
paidout at maximum for the year however 
while threeyear adjusted eps and ﬁ veyear 
tsr performance conditions for longterm 
incentives have resulted in full vesting for 
2013 the annual bonus payments to 
executives are well below the maximum as 
has been the case in recent years reﬂ ecting 
the very challenging performance targets set 
every year by the remuneration committee 
details of the performance measures and 
payouts for 2013 are included later in the 
remuneration report a number of you had 
asked for greater disclosure concerning 
bonus assessment and the level of payouts 
we are happy to provide that this year and 
intend to continue to do so in future years
the remuneration report has been 
redesigned this year and split into two 
sections consistent with the draft 
remuneration reporting regulations 
proposed by the uk department for 
business innovation  skills the policy 
report describes our remuneration 
philosophy and its alignment with our 
business strategy and includes a 
summary of the key elements of pay 
the implementation report details and 
explains the amounts paid in respect of the 
year and periods ended 31 march 2013 and 
includes information on our achievement as 
measured against the various performance 
conditions which determine payments to 
executive directors
during the year the remuneration committee 
undertook a consultation inviting our 50 
largest shareholders to contribute to that 
process i was delighted that more than 30 
shareholders and other representative bodies 
agreed to participate and their input was 
extremely useful a wide variety of views were 
expressed not all of which were mutually 
compatible but as a result of those 
interactions we have made a number 
of changes to remuneration this year 
 ‘the remuneration committee’s main 
responsibility is to ensure that payments 
to executives are appropriate and aligned 
with shareholder interests producing 
sustainable value creation through the 
delivery of our longterm business strategy’
miles morland
chairman of the remuneration committee
66 – sabmiller plc annual report 2013 the committee would have normally 
undertaken a full review of remuneration this 
year but with the transition to a new chief 
executive which was accelerated to 23 april 
2013 following the sudden illness of graham 
mackay the committee considered that it 
would not be appropriate to make any 
material changes before the new chief 
executive alan clark had the proper 
opportunity to engage with the board on the 
strategic direction of the group in this way 
any changes would be fully aligned with and 
reinforce the group’s strategy however 
rather than defer all changes being 
considered the committee has made a 
number of changes in response to our 
shareholder consultation pending a full 
review during 2013 including
• more detailed disclosure of performance 
measures and outcomes relating to annual 
bonus payments
• ﬁ xed the vesting schedule for value 
shares to address an issue considered 
by some shareholders as providing an 
opportunity for retesting and
• reduced the quantum of longterm 
incentive awards granted to executive 
directors and executive committee 
members by around 43 directly 
proportional to the increase in share price 
since 2010 when the longterm incentives 
were last calibrated
before next year the committee led by 
lesley knox who will take over as chairman 
of the remuneration committee in july 2013 
will continue to review our remuneration 
structure and strategy with particular focus 
on longterm incentives to ensure that it 
continues to support the company’s strategic 
aims under the leadership of alan clark we 
will welcome further input from shareholders 
into this process and any material changes 
will be discussed with shareholders and 
reﬂ ected in the binding vote on remuneration 
policy at the agm in 2014
i hope that the changes made to remuneration 
this year the process of further review that 
we have committed to undertake before next 
year and the demonstration of the close 
alignment between pay and performance will 
meet with your support at the agm this year
i will be stepping down from the committee 
following the agm in july after chairing it for 
nine years during this period sabmiller has 
been by any measure but most importantly 
in terms of total shareholder return one 
of the most successful large consumer 
companies in the world with shareholders 
making over ten times their money since 
our london listing in 1999
this performance has not been achieved 
by ﬂ uke or by the company being carried 
along by a strong industry tide it has been 
achieved by extraordinary management 
producing extraordinary returns under the 
leadership of graham mackay we changed 
our compensation system three years ago 
to ‘tilt the bar’ so that middleofthepack 
performance would not be rewarded but 
exceptional performance relative to our peers 
would receive exceptional rewards it was 
clear from the recent consultations that this 
move has been welcomed by a large majority 
of our shareholders i thank them for their 
support and wish lesley knox the very 
best in taking over chairing the committee 
i know she will do a ﬁ ne job please give her 
your input
yours sincerely
miles morland
director
chairman of the remuneration committee 
5 june 2013
the directors’ remuneration report continues 
on pages 68 to 85
remuneration glossary of terms
sti shortterm incentives
lti longterm incentives
tsr total shareholder return
eps adjusted earnings per share
value of £100 invested in sabmiller in london ﬁve years ago 1 april 2008 £
400
175
136
354
350
300
250
200
150
100
50
0
2013 2012 2011 2010 2009 2008
sabmiller peer group ftse 100 note spot prices
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 67 directors’ remuneration report
policy report 
this report covers the period from 1 april 
2012 to 31 march 2013 and complies with 
the requirements of the large and medium
sized companies and groups accounts and 
reports regulations 2008 and the 
provisions of the uk corporate governance 
code relating to remuneration it has also 
been prepared with reference to the march 
2013 draft of the new remuneration reporting 
regulations proposed by the uk government 
department of business innovation and skills 
draft bis regulations these regulations are 
proposed to apply to all uk companies listed 
on a major stock exchange for ﬁ nancial years 
ending on or after 31 october 2013 although 
not a requirement for the current reporting 
year the proposed new format has been 
adopted where possible and appropriate 
to facilitate more consistent reporting of 
remuneration in the future
remuneration philosophy
the company’s remuneration philosophy is to 
ensure that all employees are rewarded fairly 
and appropriately for their contribution in 
setting remuneration levels the committee 
takes into account appropriate market 
benchmarks ensuring an emphasis on pay 
for performance this approach helps to 
attract retain and motivate individuals of the 
necessary calibre while ensuring employee 
behaviours remain consistent with 
sabmiller’s values
base pay is a ﬁ xed cost for the company 
and is set at around median for the relevant 
market with a signiﬁ cant proportion of 
variable performancerelated pay to 
incentivise and reward performance 
measured over the shortterm one year and 
longterm three to ﬁ ve years reinforced by 
shareholding guidelines to ensure longterm 
alignment with shareholders
shortterm incentives are structured to 
reward the delivery of annual ﬁ nancial 
performance balanced with the achievement 
of strategic priorities ensuring that the 
achievement of shortterm ﬁ nancial 
performance is not at the expense of 
future opportunities 
longterm incentives are an integral part of 
the company’s approach to competitive 
performancebased pay and are aligned to 
shareholder returns to ensure a clear line of 
sight between executive pay and longterm 
value creation for shareholders for this 
reason longterm incentives are the 
component of pay which represent the 
largest opportunity for executive directors 
and members of the executive committee 
the combination of these components 
ensures that high pay is achieved 
only for high performance and high 
shareholder returns
when determining pay the committee 
considers the total remuneration being 
ﬁ xed pay plus shortterm and longterm 
incentives that may be earned for each 
level of performance furthermore when 
determining the speciﬁ c performance 
measures for each incentive plan the 
committee pays particular regard to 
environmental social and governance issues 
to ensure that the incentive arrangements 
do not inadvertently motivate or reward 
inappropriate outcomes or excessive risk
before the quantum of awards is determined 
extensive modelling of the potential 
outcomes is undertaken and adjustments 
made so that remuneration remains 
appropriate in all the circumstances 
the targeted positions are
• upper decile pay for upper decile 
performance
• upper quartile pay for upper quartile 
performance
• median pay or lower for median 
performance and
• ﬁ xed pay only for below median 
performance
at the end of each performance period 
before any variable payments are conﬁ rmed 
remuneration receivable is compared to the 
expected level of pay for actual performance 
achieved to ensure that any payouts remain 
appropriate to overall business performance 
and shareholder returns
ensure employees are rewarded 
fairly and appropriately
attract retain and motivate individuals 
with the necessary calibre and behaviours
fixed pay 
median for the relevant 
market
shortterm incentives 
one year aligned 
to ﬁnancial performance 
and strategic priorities
longterm incentives 
three to ﬁve years aligned 
to shareholder returns
high pay is achieved only for high performance and high shareholder returns
remuneration structure
total remuneration comprises ﬁ xed pay and variable performancerelated pay which is further divided into shortterm incentives with a 
oneyear performance period and longterm incentives with three to ﬁ veyear performance periods
in addition executive directors are required to own outright shares in the company having a value proportional to their base pay 300 of base 
pay for the chief executive and 200 for other executive directors this provides further alignment with shareholder returns by ensuring a 
reduction in their own wealth if there is a reduction in sabmiller’s share price
fixed pay variable performancerelated pay
shortterm incentives longterm incentives base pay
annual bonus plan one year share option plan three to ﬁve years
share award plan three to ﬁve years
retirement beneﬁts
other beneﬁts
68 – sabmiller plc annual report 2013 alignment of strategy pay and performance
the company’s key strategic priorities aim to deliver a higher return to shareholders than other companies or investment opportunities 
accordingly those same strategic priorities determine the performance measures for both the shortterm and longterm incentive plans 
for the year ended 31 march 2013 the key strategic priorities and performance measures across the group were
key strategic priorities
performance measures
shortterm incentives longterm incentives
creating a balanced and attractive global 
spread of businesses
• volume and mix
• ebita growth
• share price increase absolute
• eps compound growth over three to 
ﬁ ve years
• tsr outperformance of a peer group 
over ﬁ ve years
developing strong relevant brand portfolios 
that win in the local market
• revenue
• market share
constantly raising the proﬁ tability of local 
business sustainably
• ebita margin
• water usage
• fossil fuel emissions
leveraging our skills and global scale • return on investment
• working capital
remuneration scenario charts 
the charts below provide an indication of the remuneration outcomes for each director in the circumstances prescribed by the draft bis 
regulations showing potential total remuneration at i maximum ii ontarget and iii minimum performance levels
chief executive value of package £m
£0 £5 £10 £15
maximum
minimum
ontarget
composition of package 
0 60 40 20 80 100
maximum
minimum
ontarget
chief financial ofﬁcer value of package £m
maximum
minimum
ontarget
£0 £5 £10 £15
composition of package 
0 60 40 20 80 100
maximum
minimum
ontarget
 fixed pay  shortterm incentives  longterm incentives
the scenario charts assume
• fixed pay  base pay plus retirement 
beneﬁ ts for the year ending 31 march 2014 
plus the anticipated value of other beneﬁ ts 
assumed to be the same amount as for the 
year ended 31 march 2013 for this purpose
• shortterm incentives  maximum bonus 
paid at maximum performance half
maximum bonus paid for ontarget 
performance with nil bonus for below 
ontarget performance
• longterm incentives  for share options 
the maximum value is based on onethird 
of the face value with full vesting while 
ontarget assumes 20 of face value 
and twothirds vesting for performance 
shares the maximum scenario assumes 
full vesting with ontarget at 25 vesting 
for value shares the maximum scenario 
assumes tsr exceeds the median of the 
comparator group by 30 across all 
performance periods no value shares 
vest for median tsr performance and 
no longterm incentives vest for below 
ontarget performance 
the charts on page 75 are prepared on the 
same basis as above but for the period 
ending 31 march 2013 excluding and 
including share price growth
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 69 key elements of pay
fixed pay
base pay nonexecutive directors’ 
fees
retirement beneﬁ ts other beneﬁ ts
purpose and link 
to strategy
provides a ﬁ xed level of 
earnings appropriate to the 
requirements of the role
remunerates nonexecutive 
directors for their responsibilities 
and time commitment
provides the basis for retirement 
savings
provides beneﬁ ts appropriate to 
the market and the role
opportunity around median for the relevant 
market while recognising 
experience in the role
the amounts paid to executive 
directors for the year ended 
31 march 2013 are shown in 
the table on page 75
median for companies of a 
similar size and presence 
currently the median of the 
ftse30 is used as a reference 
position
amounts paid to nonexecutive 
directors for the year ended 
31 march 2013 are shown in 
the table on page 76
pension contributions paid by 
the company in respect of each 
executive director are ﬁ xed at 
30 of base pay
the total amounts for executive 
directors for the year ended 31 
march 2013 are shown in the 
table on page 75
the total values of beneﬁ ts 
received by executive directors 
and nonexecutive directors in 
respect of the year ended 
31 march 2013 are shown in 
the tables on pages 75 and 76 
respectively
operation and 
performance 
measures
base pay is reviewed annually 
with effect from the start of 
each ﬁ nancial year having 
reference to the competitive 
level of pay in other comparable 
organisations the level of 
increase awarded to other 
employees and overall 
business performance
nonexecutive directors’ 
remuneration policy and fees 
are reviewed annually by the 
board and the chairman’s fee 
is determined by the committee
amounts up to the annual and 
lifetime allowances are 
contributed to the sabmiller plc 
uk staff pension scheme a 
registered deﬁ ned contribution 
pension scheme in which all 
uk employees are eligible to 
participate 
any amount in excess of these 
limits is notionally credited to 
the company’s unfunded 
retirement beneﬁ ts scheme or 
paid in lieu as a taxable cash 
allowance
executive directors are provided 
with a company car allowance 
medical insurance longterm 
disability insurance life 
insurance accompanied travel 
legal and professional fees 
relevant to their duties club 
subscriptions occasional 
overnight accommodation in the 
group’s london apartment and 
a beer allowance
nonexecutive directors do not 
generally receive any beneﬁ ts 
other than a beer allowance
proposed policy 
changes
changes to base pay for the 
year ending 31 march 2014 are 
shown in the table on page 72
changes to nonexecutive 
directors’ fees for the year 
ending 31 march 2014 are 
shown in the table on page 72
none none
directors’ remuneration report 
policy report continued
70 – sabmiller plc annual report 2013 shortterm incentives longterm incentives
grants are made annually at the discretion of the remuneration committee
additional
annual bonus plan share option plan share award plan shareholding requirements
incentivises and rewards the 
achievement of annual ﬁ nancial 
and other speciﬁ ed strategic 
priorities
with base pay set at median 
the annual bonus ensures that 
abovemarket pay cannot be 
achieved unless challenging 
performance targets are met 
thereby controlling the company’s 
ﬁ xed costs and aligning pay with 
performance
share options provide a direct and 
transparent link between executive pay 
and value creation for shareholders as no 
gains are possible unless there has been 
an increase in share price
furthermore to ensure that any share 
price increase is supported by continuing 
sustainable growth in the group’s 
underlying ﬁ nancial performance 
additional performance conditions apply 
which must be achieved or else the share 
options will lapse
all share options expire on the tenth 
anniversary of their grant date
the combination of a share option plan 
and share award plan enables executives 
to be incentivised and rewarded for 
achieving a broader range of performance 
metrics in addition to share price 
increase
the share award plan rewards executives 
with shares for
•  core ﬁ nancial performance currently 
eps – denoted as ‘performance 
shares’ and
•  externalrelative performance currently 
tsr outperformance of a comparator 
group – denoted since 2010 as “value 
shares” 
provides alignment with 
shareholder returns by ensuring a 
reduction in an executive director’s 
own wealth if there is a reduction 
in sabmiller’s share price
chief executive up to 175 of 
base pay
1
other executive directors up to 
120 of base pay
since 2010 the maximum awards have 
been 
chief executive options over 250000 
shares at maximum vesting subject to 
eps performance conditions
2 
reduced 
to 140000 shares at maximum vesting 
for 2013
other executive directors options over 
150000 shares at maximum vesting 
subject to eps performance conditions 
reduced to 85000 shares at maximum 
vesting for 2013
chief executive up to 125000 shares 
subject to eps performance conditions 
plus an additional 220 shares for every 
£10 million increase in shareholder value 
in excess of a comparator group
3
 
reduced to 70000 shares plus 
125 shares respectively for 2013
other executive directors up to 75000 
shares subject to eps performance 
conditions plus an additional 130 shares 
for every £10m increase in shareholder 
value in excess of a comparator group 
reduced to 42500 shares plus 75 shares 
respectively for 2013
shares owned outright equivalent 
to
chief executive 300 of 
base pay
other executive directors 200 
of base pay
directors’ shareholdings as at 
31 march 2013 are shown on 
page 81
the total bonus opportunity is 
split
•  60 for the delivery of annual 
ﬁ nancial performance targets 
and
•  40 for the achievement of 
individual strategic objectives
this balance ensures that the 
achievement of shortterm ﬁ nancial 
performance is not at the expense 
of future opportunities
if overall business performance is 
not satisfactory or there has been 
a material breach of safety or 
adverse impact on the 
environment the bonus amount 
may be further reduced or forfeited 
at the discretion of the 
remuneration committee
the performance measures 
achievement against targets and 
the amounts paid to each 
executive director for the year 
ended 31 march 2013 are shown 
on page 77
share options reward executives only 
if there is an absolute increase in 
share price
performance measures are applied to
•  twothirds of the share options after 
three years and
•  onethird of the share options after 
ﬁ ve years
if these performance conditions are not 
met the appropriate proportion of share 
options will lapse there is no opportunity 
for retesting
achievement against the performance 
conditions for the periods ended 
31 march 2013 and the resulting number 
of share options vesting are shown on 
page 78
performance shares vest in a single 
tranche on the third anniversary of the 
grant date subject to performance 25 of 
the shares vest at threshold performance 
with 100 vesting only if more stretching 
performance conditions are met
there is no opportunity for retesting if the 
performance conditions are not met
value shares vest only if sabmiller’s tsr 
outperforms the median of a comparator 
group no shares vest for median 
performance but for every £10 million 
of additional shareholder value created 
in excess of the median being the  
outperformance multiplied by the 
company’s market capitalisation at the 
commencement of the performance 
period a ﬁ xed number of shares will vest
the comparator group and performance 
for the periods to 31 march 2013 are 
shown on page 79
any shares arising from the 
exercise or vesting of share 
options or share awards granted 
to executive directors must be 
retained except those shares sold 
to pay the exercise price and any 
tax upon exercise or vesting of 
any such award until the relevant 
threshold is met
none the level of share awards granted in 2013 has been reduced by around 43 the grants 
made to executive directors in 2013 are shown in the tables on pages 82 83 and 84
the vesting schedule for value shares granted in 2013 has been amended to
•  13rd after three years
•  13rd after four years and
•  13rd after ﬁ ve years
previously an executive could request the release of shares at ﬁ xed intervals between 
three and ﬁ ve years based on performance to that date this was considered by some 
shareholders as providing an opportunity for retesting
during 2013 a further review will be undertaken to ensure that the longterm incentive 
plans continue to support the company’s key strategic priorities under the leadership 
of the new chief executive
none
1
 during the year ended 31 march 2013 the 
chief operating ofﬁ cer as chief executiveelect was 
eligible for an annual bonus of up to 150 of base pay
2
 during the year ended 31 march 2013 the chief 
operating ofﬁ cer as chief executiveelect was granted 
options over 200000 shares at maximum vesting subject 
to eps performance conditions
3
 during the year ended 31 march 2013 the chief 
operating ofﬁ cer as chief executiveelect was granted a 
conditional award of up to 100000 shares subject to eps 
performance conditions plus an additional 175 shares for 
every £10 million increase in shareholder value in excess of 
a comparator group
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 71 directors’ remuneration report
policy report continued 
base pay and nonexecutive directors’ fees 
executive directors’ base pay and nonexecutive directors’ fees for the years ending 31 march 2013 and 31 march 2014 
annualised for ease of comparison are as follows
annualised
year ended 31 march 2013
£
year ending 31 march 2014
£  change
executive directors
chief executiveexecutive chairman 1295000 1100000 15 decrease
1
chief operating ofﬁ cer 850000 na na
chief financial ofﬁ cer 720000 740000 28
nonexecutive directors
nonexecutive chairman’s fee 315000 650000 106
base fee 80000 80000 nil
senior independent director additional fee 30000 30000 nil
committee chairman fee 
• audit 30000 30000 nil
• remuneration 24000 28000 167
• nomination 15000 25000 67
• carac 20000 22000 10
committee member fee 
• audit 15000 20000 333
• remuneration 12000 15000 25
• nomination – – nil
• carac 8000 12000 50
1
 during the year ended 31 march 2013 mr mackay 
received base pay at the rate of £1295000 per annum 
in his role as chief executive from 1 april 2012 to 25 july 
2012 and as executive chairman from 26 july 2012 
upon assuming the role of chief executive with effect 
from 23 april 2013 mr clark’s base pay was set at the 
rate of £1100000 per annum for the period ending 
31 march 2014 representing a 15 decrease in base 
pay for the chief executive role
it had been intended that at the agm in 
july 2013 mr mackay executive chairman 
would become nonexecutive chairman 
and mr clark chief operating ofﬁ cer would 
become chief executive however for health 
reasons mr mackay was forced to step
down on 23 april 2013 resulting in mr clark 
being promoted with immediate effect to 
chief executive mr manser deputy 
chairman and senior independent director 
has assumed the responsibilities of acting 
chairman while mr mackay is absent on 
medical leave
mr clark will receive pay as chief executive 
and mr manser will receive a total fee as 
acting nonexecutive chairman both with 
effect from 23 april 2013 mr mackay will 
continue to receive his current base pay only 
while on medical leave at least until the 
2013 agm a decision will then be made 
depending upon mr mackay’s health and 
the circumstances at that time
the nonexecutive chairman’s fee has been 
positioned at the median for the ftse30 
for a ukbased role this appears as a 
signiﬁ cant percentage increase because the 
previous nonexecutive chairman was based 
in south africa and received a lower fee 
based on the market rate for that location 
the base fee for nonexecutive directors has 
not increased this year but the committee 
fees which have not increased since 2011 
have been increased to the median of the 
ftse30 or just below the ftse30 is the 
company’s reference position for non
executive directors’ fees
consideration of conditions elsewhere 
in the group 
when determining the remuneration for 
executive directors the committee considers 
the pay and conditions of other employees 
throughout the group the average increase 
in base pay for other ukbased employees 
is 32 for 201314 shortterm incentives 
for other employees are applied and 
calculated in a manner consistent with 
those for executive directors and other 
executive committee members long
term incentives are cascaded to ten other 
executive committee members and also 
to around 1700 senior executives below 
the executive committee
72 – sabmiller plc annual report 2013 service contracts and termination arrangements
executive directors have service contracts with the company which may be terminated with not less than 12 months’ notice as set out below 
nonexecutive directors do not have service contracts but serve the company under letters of appointment which may be terminated without 
liability for compensation
date ﬁ rst appointed 
to the board
date of service contract
letter of appointment
date next due for election 
or reelection
executive directors
a j clark 26 july 2012 23 may 2013 2013 agm
j s wilson 21 july 2011 17 august 2011 2013 agm
nonexecutive directors
m h armour 1 may 2010 14 april 2010 2013 agm
g c bible 1 august 2002 27 september 2002 2013 agm
d s devitre 16 may 2007 16 may 2007 2013 agm
j m kahn 8 february 1999 23 february 1999 na
l m s knox 19 may 2011 17 may 2011 2013 agm
e a g mackay 8 february 1999 27 february 1999 2013 agm
p j manser 1 june 2001 23 may 2013 2013 agm
j a manzoni 1 august 2004 12 may 2004 2013 agm
m q morland 8 february 1999 23 february 1999 2013 agm
d f moyo 1 june 2009 26 may 2009 2013 agm
c a perez davila 9 november 2005 12 october 2005 2013 agm
r pieterse 15 may 2008 9 june 2008 na
m c ramaphosa 8 february 1999 23 february 1999 na
1
 
a santo domingo davila 9 november 2005 12 october 2005 2013 agm
h a weir 19 may 2011 17 may 2011 2013 agm
h a willard 1 august 2009 1 august 2009 2013 agm
1
 mr ramaphosa has conﬁ rmed his intention not to stand 
for reelection at the 2013 agm
the company’s policy on service contracts 
and termination arrangements is set out 
below the company’s overriding principle 
is that there should be no reward for failure 
the committee’s approach when 
considering payments in the event of 
termination is to take account of the 
individual circumstances including the reason 
for termination any contractual obligations 
and the relevant share plan and pension 
scheme rules
service contract key items
notice period • for executive directors 12 months’ written notice by either party executive committee 
members and other employees have notice periods of up to 12 months
termination payment • base pay and beneﬁ ts paid in lieu for the remainder of the notice period less any deduction 
considered appropriate and reasonable taking into account any accelerated receipt of 
payment and the employee’s duty to mitigate any loss
• shortterm incentives not contractual but normal practice is to prorate the annual bonus for 
the year in which an employee departs subject to individual and business performance
• longterm incentives not contractual but if an employee leaves by reason of retirement 
injury disability illhealth or redundancy any unvested share awards are prorated for time 
served during the relevant period with vesting subject to the applicable performance 
conditions in the event of death or if the company or business in which the employee works 
is sold or transferred any unvested share awards may vest in full subject to the absolute 
discretion of the remuneration committee
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 73 directors’ remuneration report
implementation report 
role of the remuneration committee
in accordance with its terms of reference 
which are available on the company’s 
website the committee determines the basis 
on which the executive directors and 
members of the executive committee are to 
be paid and the amount of their remuneration 
in addition the committee has oversight of 
the remuneration strategy for the group as 
a whole monitoring the level and structure 
of remuneration for senior management and 
approving all awards under the company’s 
share incentive arrangements when 
determining executive pay the committee 
considers the speciﬁ c performance 
measures for each incentive plan as 
well as overall business performance and 
shareholder returns paying particular regard 
to environmental social and governance 
issues to ensure that the incentive 
arrangements do not inadvertently motivate 
or reward inappropriate outcomes or 
excessive risk
during the year ended 31 march 2013 
remuneration committee members’ 
attendance at meetings and details of the core 
agenda items discussed are shown below
meetings
members
eligible 
to attend attended
m q morland chairman
m h armour
l m s knox
p j manser
j a manzoni
meeting core agenda items attendees
may 2012 • consider and approve shortterm incentive 
payments for the year ended 31 march 
2012
• consider and approve longterm incentive 
awards vesting in respect of the 
performance periods ended 31 march 2012
• determine base pay for the year ending 
31 march 2013
• determine shortterm incentive and 
longterm incentive performance measures 
and targets and consider total remuneration 
for various performance outcomes for 
awards to be made during the year ending 
31 march 2013
• approve longterm incentive awards for 
employees below executive committee
• consider and implement shareholding 
guidelines for executive directors
m q morland chairman
m h armour
l m s knox
p j manser
j a manzoni
november 2012 • review remuneration policy practice pay 
and conditions for employees across the 
group
• approve offcycle longterm incentive 
awards for employees below executive 
committee
• additional agenda item 
approve remuneration package for new 
executive committee member
m q morland chairman
m h armour
l m s knox
p j manser
j a manzoni
march 2013 • report on shareholder consultations and 
consider structural changes to remuneration 
for the year commencing 1 april 2013
m q morland chairman
m h armour
p j manser
j a manzoni
the following nonexecutive directors 
attended some committee meetings during 
the year as observers mr kahn mr santo 
domingo and mr willard also present on 
occasions at the invitation of the committee 
were mr clark then chief operating ofﬁ cer 
mr davidson general counsel and 
group company secretary mr fairhead 
group head of compensation  beneﬁ ts 
mr mackay executive chairman and 
mr shapiro deputy company secretary 
although none was present when his own 
remuneration was discussed 
advisors to the remuneration committee
external advisors internal advisors
kepler associates is retained by the 
committee to provide independent advice on 
remuneration matters including current market 
practices incentive design performance 
metrics and independent monitoring of total 
shareholder return kepler associates does 
not provide any other advice or services to the 
group and fees are charged on a timebasis 
total fees in respect of the year ended 
31 march 2013 were £81500 no other fees 
were paid to kepler associates
the committee considers the views of 
the chairman and the chief executive 
on the remuneration and performance of 
other members of the executive committee 
the general counsel and group company 
secretary and the group head of 
compensation  beneﬁ ts also provide 
information to the committee on legal 
regulatory and governance issues and 
on the pay and conditions for employees 
throughout the group
74 – sabmiller plc annual report 2013 executive directors’ emoluments for the year ended 31 march 2013 audited table
the table below shows the payments made 
to executive directors in respect of the year 
ended 31 march 2013 directors’ emoluments 
have been disclosed as required by the 
current regulations but also shown is the 
“single ﬁ gure” of remuneration for each 
executive director during the year calculated 
in the manner proposed by the draft bis 
regulations also included for mr clark and 
mr wilson are the values of longterm 
incentives vesting by reference to the 
performance period ended 31 march 2013 
which were granted to them in 2008 and 
2010 in respect of their services as 
employees rather than as executive directors
executive 
directors
emoluments additional “single ﬁ gure” disclosure
all ﬁ gures in £ base pay
cash and
noncash
beneﬁ ts
4
annual
bonus cash
see page 77 2013 total 2012 total
retirement 
beneﬁ ts
long term 
incentives 
excluding 
share price 
growth
see page 79
total 
excluding 
share price 
growth
effect of share 
price growth
 see pages 78 
and 79
total 
including 
share price 
growth
e a g mackay
1
 1295000 122841 1400000 2817841 3042642 388500 3005146 6211487 7698910 13910397
a j clark
2
579545 96858 530000 1206403 – 173864 1560943 2941210 3754906 6696116
j s wilson
3
720000 41150 535680 1296830 909994 216000 175590 1688420 332860 2021280
total 2594545 260849 2465680 5321074 3952636 778364 4741679 10841117 11786676 22627793
1
 mr mackay received annual fees for his service as a 
nonexecutive director of reckitt benckiser group plc of 
£92000 for the year ended 31 december 2012 of which 
£13500 was applied to the purchase of reckitt benckiser 
group plc ordinary shares in addition mr mackay 
received annual fees as a nonemployee director of philip 
morris international inc of us130000 plus an annual 
award of shares of common stock in philip morris
 international inc for the year ended 31 december 2012 
which had a fair market value of us160000 on their 
grant date of 9 may 2012
2
 mr clark was appointed as a director on 26 july 2012 and 
therefore received only prorated emoluments from the 
company as an executive director during the year ended 
31 march 2013
3
 mr wilson was appointed as a director on 21 july 2011 
and therefore received only prorated emoluments from 
the company as an executive director during the year 
ended 31 march 2012
4
 the beneﬁ ts received during the year ended 31 march 
2013 all relate to noncash beneﬁ ts as detailed on 
page 70 with the exception of car allowances of £23400 
£11693 and £17150 paid to mr mackay mr clark and 
mr wilson respectively
the charts have been prepared on the same 
basis as the remuneration scenario charts on 
page 69 for comparison purposes the chart 
provides an indication of minimum ontarget 
and maximum total remuneration for the 
period shown with and without the effect 
of share price growth over the performance 
periods in the ﬁ ve years ended 31 march 
2013 sabmiller’s share price increased 
by 214
e a g mackay £m
£0 £5 £10 £15
opportunity excluding share price growth
minimum ontarget maximum
2013 including share price growth
2013 excluding share price growth
a j clark £m
£0 £4 £6 £2 £8 £10
opportunity excluding share price growth
minimum ontarget maximum
2013 including share price growth
2013 excluding share price growth
j s wilson £m
£0 £2 £3 £1 £4 £5
opportunity excluding share price growth
minimum ontarget maximum
2013 including share price growth
2013 excluding share price growth
fixed pay shortterm incentives longterm incentives share price growth
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 75 directors’ remuneration report
implementation report continued
nonexecutive directors’ emoluments for the year ended 31 march 2013 audited table
nonexecutive directors emoluments and “single ﬁ gure” of remuneration
all ﬁ gures in £ base fees beneﬁ ts
committee fees
2013 total 2012 total audit remuneration carac nomination
m h armour 80000 206 15000 12000 – – 107206 104203
g c bible
1
80000 – – – 5424 – 85424 77000
d s devitre 80000 364 15000 – – – 95364 92148
j m kahn 101420 1074 – – 2576 4830 109900 314074
l m s knox 80000 265 15000 12000 – – 107265 90312
p j manser 110000 407 30000 12000 8000 10170 170577 147398
j a manzoni 80000 373 – 12000 8000 – 100373 97462
m q morland 80000 409 15000 24000 – – 119409 116400
d f moyo 80000 279 – – 20000 – 100279 97357
c a perez davila 80000 243 – – – – 80243 77181
r pieterse
2
25757 – – – 2576 – 28333 85000
m c ramaphosa 80000 208 – – 8000 – 88208 85199
a santo domingo davila 80000 298 – – – – 80298 77246
h a weir 80000 302 15000 – – – 95302 80197
h a willard
3 
– 307–––– 307 382
total 1117177 4735 105000 72000 54576 15000 1368488 1541559
nonexecutive directors do not participate 
in any of the company’s incentive plans 
nor do they receive retirement beneﬁ ts
as nonexecutive chairman until his 
retirement from the board on 26 july 2012 
mr kahn was provided with an ofﬁ ce 
secretarial assistance a company car 
medical insurance assistance with ﬁ ling 
a uk tax return and a beer allowance
other nonexecutive directors receive a beer 
allowance only
1 
mr bible joined the carac with effect from 26 july 2012 
and his committee membership fees for the year are 
prorated
2 
mr pieterse retired from the board on 26 july 2012
3
 mr willard is an executive ofﬁ cer of altria group inc altria 
and in line with the company’s agreement with altria he 
does not receive a director’s fee from the company but 
is entitled to receive a beer allowance in line with other 
nonexecutive directors
76 – sabmiller plc annual report 2013 variable pay outcome for the year ended 31 march 2013
annual bonus plan
as explained on page 71 the total bonus 
opportunity for executive directors is split
• 60 for the delivery of annual ﬁ nancial 
performance targets and
• 40 for the achievement of individual 
strategic objectives
in response to feedback from some 
shareholders more detailed information 
regarding the annual bonus performance 
measures has been provided this year with 
the weightings and determinations for the 
year ended 31 march 2013 shown in the 
table below split between ﬁ nancial and 
individual strategic targets
achievement against the group’s ﬁ nancial 
performance targets upon which bonuses 
are based for each executive director 
resulted in achievement just above target 
32 out of a maximum of 60 this is 
despite adjusted eps growth of 11 and 
reported ebita up 14 reﬂ ecting the very 
challenging performance targets set for the 
ﬁ nancial year individual strategic objectives 
are usually different for each executive 
director although some key strategic 
objectives have joint responsibility
outcome  of maximum bonus 
opportunity
performance measure weighting eag mackay a j clark j s wilson
financial performance targets
• earnings per share growth
• ebita achievement
• working capital improvement
25
25
10
60 32 32 32
individual strategic objectives including quantiﬁ able measurement for 
achievements with regard to
• cost optimisation project
• market share growth in designated territories
• talent management development
• others not disclosed for reasons of commercial conﬁ dentiality
selection only 
so separate 
weightings not 
disclosed
40 30 29 30
total  of maximum bonus opportunity 100 62 61 62
maximum bonus  of base pay 175 150 120
base pay £1295000 £579545 £720000
annual bonus £1400000 £530000 £535680
at its meeting on 21 may 2013 the committee 
reviewed performance against each target 
and also considered overall business 
performance and shareholder returns 
achieved after consideration the committee 
awarded bonuses to the executive directors 
in the amounts shown above for the year 
ended 31 march 2013
bonus  of maximum
100
0
annual bonus as a percentage of the 
maximum bonus opportunity for the highest 
paid director e a g mackay for each of the 
last three years split between annual 
ﬁ nancial performance and individual strategic 
objectives was
years ended
performance measure weighting
31 march 
2010
31 march 
2011
31 march 
2012
financial performance targets 60 45 53 47
individual strategic objectives 40 34 32 30
total  of maximum bonus opportunity 100 79 85 77
62
61
62
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 77 directors’ remuneration report
implementation report continued
share option plan
as explained on page 71 share options 
provide a direct and transparent link 
between executive pay and value creation 
for shareholders as no gains are possible 
unless there has been an absolute increase 
in the share price furthermore to ensure 
that any share price increase is supported by 
continuing sustainable growth in the group’s 
underlying ﬁ nancial performance annual 
awards vest dependent upon the 
achievement of additional performance 
conditions with
• twothirds of the share options tested after 
three years and
• onethird of the share options tested after 
ﬁ ve years
if the performance conditions are not 
achieved at the relevant time the appropriate 
proportion of share options will lapse and 
there is no opportunity for retesting 
for share options vesting in respect of the 
performance periods ended 31 march 2013 
the performance conditions achievement 
and vesting outcomes are shown in the 
table below
outcome
performance period and achievement vesting eag mackay a j clark j s wilson
five years ended 31 march 2013
100
75900 shares 
at £1250
19800 shares 
at £9295
16500 shares 
at £1250
8250 shares 
at £1049
• threshold vesting 
eps  uk rpi  3 pa compound
• maximum vesting 
eps  uk rpi  5 pa compound
• performance achieved 
eps  uk rpi  142 pa compound
three years ended 31 march 2013
100
167500 
shares
 at £1951
108550
1
shares
 at £1951
13000
2
 
shares
 at £1951
• threshold vesting 
eps  uk rpi  3 pa compound
• maximum vesting 
eps  uk rpi  5 pa compound
• performance achieved 
eps  uk rpi  111 pa compound
value at vesting excluding share price growth £nil £nil £nil
value at vesting including share price growth £4716532 £2206909 £196690
 exercise price shown in the table and share price at 
31 march 2013  £3464
1
 under the terms of the share option grant to mr clark 
in 2010 before he became an executive director options 
over 65000 of the 108550 shares vesting for the three 
years ended 31 march 2013 were not subject to 
performance conditions
2
 under the terms of the share option grant to mr wilson 
in 2010 before he became an executive director 
options over the 13000 shares vesting for the three 
years ended 31 march 2013 were not subject to 
performance conditions
in the ﬁ ve years ended 31 march 2013 
sabmiller’s share price as listed on the 
london stock exchange increased by 214 
the opening share price on 1 april 2008 
was £1103 and the closing share price on 
28 march 2013 being the prior trading day 
closest to 31 march 2013 was £3464
details of share options conditionally 
awarded to executive directors and 
outstanding at 31 march 2013 are 
shown on page 82
maximum
threshold
threshold
maximum
78 – sabmiller plc annual report 2013 share award plan
the share award plan rewards executives 
for core ﬁ nancial performance currently 
measured as adjusted eps growth and tsr 
outperformance of a comparator group 
for annual awards granted before 2010 
eps growth is measured over three years 
and tsrbased awards vest
• twothirds after three years and
• onethird after ﬁ ve years
since 2010 annual awards have comprised 
a reduced number of performance shares 
vesting after three years dependent upon 
eps growth plus value shares vesting over 
a period of three to ﬁ ve years dependent 
upon tsr exceeding the median of 
a comparator group with no shares 
vesting at median
the value shares conditionally awarded 
before 2013 vest on the ﬁ fth anniversary 
of the grant date subject to tsr out
performance but participants may request 
the remuneration committee to release 
shares from the third anniversary of the grant 
date in such circumstances the number 
of shares is determined based on tsr 
outperformance to that date with the 
shares partially deferred and released in 
equal instalments over the period until the 
ﬁ fth anniversary of the grant date there is 
no opportunity for retesting against future 
tsr performance and the deferred shares 
are subject to forfeiture under certain 
circumstances should the participant’s 
employment terminate before 
the ﬁ fth anniversary the earliest opportunity 
for any value shares to be released will be in 
the period ending 31 march 2014 value 
shares conditionally awarded from 2013 
vest onethird on the third fourth and ﬁ fth 
anniversaries of the grant date respectively 
the number of shares to be released if any 
will be based on tsr outperformance to 
those dates 
if the performance conditions for any award 
are not achieved at the relevant date the 
appropriate proportion of shares will lapse 
and there is no opportunity for retesting 
for share awards vesting in respect of the 
performance period ended 31 march 2013 
the performance conditions achievement 
and vesting outcomes are shown in the 
table below
outcome
performance conditions and achievement vesting eag mackay a j clark j s wilson
five years ended 31 march 2013
100
37950 shares 
at £1250
9900 shares 
at £9295
16500 shares 
at £1250
8250 shares 
at £1049
• threshold vesting 
tsr  median
• maximum vesting 
tsr  median by 33
• performance achieved 
tsr  median by 795
three years ended 31 march 2013
100
125000 
shares 
at £1951
65000 
shares 
at £1951
9000 
shares 
at £1951
• threshold vesting 
eps  5 pa compound
• maximum vesting 
eps  9 pa compound
• performance achieved 
eps  140 pa compound
value at vesting excluding share price growth £3005146 £1560943 £175590
value at vesting including share price growth £5987524 £3108940 £311760
 share price at date of grant shown in the table and share 
price at 31 march 2013  £3464
details of performance shares and value shares conditionally awarded to executive directors and outstanding at 31 march 2013 are shown 
on pages 83 and 84 the constituents of the tsr comparator group for share awards vested or outstanding as at 31 march 2013 are
weighting of comparator group constituents for awards granted
before 2010 from 2010
1 anheuserbusch inbev 10
1
2
3
4
5
6
7
8
9
10
21
1
2
3
4
5
6
7
8
9
10
2 heineken 10 21
3 molson coors brewing co 10 11
4 carlsberg 10 11
5 diageo 10 11
6 pernodricard 10 5
7 kirin holdings 10 5
8 asahi breweries 10 5
9 constellation brands 10 5
10 sapporo holdings 10 5
the weighting of the comparator group 
constituents was rebalanced in 2010 to 
weight more heavily those companies 
considered to be the most signiﬁ cant 
competitors of sabmiller and therefore 
better comparators for benchmarking 
company performance
for the purpose of calculating tsr the share 
prices and dividends of the comparator 
companies are converted as necessary into 
sterling at the exchange rates prevailing at 
the relevant times to remove distortions 
arising from differing rates of inﬂ ation in the 
countries where the comparator companies 
are listed tsr is averaged over three months 
for awards granted before 2010 and over six 
months for awards granted from 2010 with 
the longer averaging period adopted in 2010 
to reduce the sensitivity of vesting due to 
shortterm stock market volatility
maximum
threshold
maximum
threshold
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 79 directors’ remuneration report
implementation report continued
performance review
in accordance with the large and medium
sized companies and groups accounts and 
reports regulations 2008 which remain in 
force the company is also required to include 
a line graph showing the company’s tsr 
performance compared to an appropriate 
broad equity market index for the preceding 
ﬁ ve years the chart opposite compares the 
company’s tsr with the ftse 100 total 
return index over the period from 1 april 
2008 to 31 march 2013 assuming an initial 
investment of £100 the company is a 
constituent of the ftse 100 total return 
index and accordingly this is considered 
to be an appropriate comparison to 
demonstrate the company’s relative 
performance
over this period £100 invested in sabmiller 
would have returned £354 while the same 
amount notionally invested in this index 
would have returned just £136
fiveyear cumulative tsr performance 
value of £100 invested 31 march 2008 £
400
136
354
350
300
250
200
150
100
50
0
2013 2012 2011 2010 2009 2008
sabmiller ftse 100 note spot prices
 
80 – sabmiller plc annual report 2013 total shareholdings of directors
in 2012 the committee established shareholding requirements which provide alignment with shareholder returns by ensuring a reduction in 
an executive director’s own wealth if there is a reduction in sabmiller’s share price any shares arising from the exercise or vesting of share 
options or share awards granted to executive directors must be retained except those shares sold to pay the exercise price and any tax upon 
exercise or vesting of any such award until the relevant threshold is met the total shareholdings and requirement at 31 march 2013 are shown 
in the table below
shares held options held 
see table on page 82
executive director
owned outright 
see table below
subject to 
performance 
conditions
see table on 
page 83
subject to 
deferral owned outright
subject to 
performance 
conditions
shares owned 
outright at 
31 march 2013 
 £3464
 of base pay
shareholding 
requirement
e a g mackay 1671823 470700 – 849404 940596 4472 300
a j clark 173747 279500 – 520246 509500 708 200
j s wilson 12275 159000 – 3623 313000 59 200
mr wilson does not yet meet the shareholding requirement but as a result of shares retained from awards vesting in respect of the year ended 
31 march 2013 but not received until after the year end mr wilson’s shares owned outright at 5 june 2013 were equivalent to 83 of base pay
directors’ interests in shares of the company audited
director
ordinary shares 
held at 31 march 2012 
or date of appointment if later
ordinary shares
 acquired during the period
ordinary shares
 disposed of during the period
ordinary shares 
held as at 31 march 2013 
or date of retirement if earlier
e a g mackay
112
1537375 280100 145652 1671823
a j clark
212
173747 – – 173747
j s wilson
312
6850 35000 29575 12275
m h armour
4
– 3000 – 3000
g c bible
5
75775 – – 75775
d s devitre
6
––––
j m kahn
7
1670578 – – 1670578
l m s knox 3000 – – 3000
p j manser 5000 – – 5000
j a manzoni
8
3579 1987 – 5566
m q morland 40000 – – 40000
d f moyo 386 – – 386
c a perez davila – – – –
r pieterse
9
––––
m c ramaphosa
10
4000 – – 4000
a santo domingo davila – – – –
h a weir
11
– 100 – 100
h a willard – – – –
1
 mr mackay had awards vested in respect of 280100 
shares during the year ended 31 march 2013 see 
page 83 with 145652 shares sold to settle the resulting 
tax liability and the balance of the shares was retained by 
mr mackay beneﬁ cially
2
 mr clark was appointed as an executive director at the 
annual general meeting held on 26 july 2012 and the 
table reﬂ ects his shareholding on that date the vesting 
of 141750 shares see page 83 in may 2012 occurred 
before mr clark’s appointment as an executive director 
and accordingly the resulting balance of shares retained 
by mr clark is included in the ﬁ gure for ordinary shares 
held at the date of his appointment in the table above
3
 mr wilson had awards vested in respect of 9000 shares 
during the year ended 31 march 2013 see page 83 with 
3575 shares sold to settle the resulting tax liability and 
the balance of shares were retained by mr wilson 
beneﬁ cially mr wilson also exercised options over 26000 
shares see page 82 that were granted to him in 2008 
and 2009 before he became an executive director which 
were sold upon exercise
4
 mr armour acquired 3000 shares on 12 march 2013 at 
a price of £34705 per share
5
 after the year end mr bible acquired a further 1225 
shares on 30 may 2013 at a price of £337832 per share
6
 after the year end mr devitre acquired a total of 30000 
shares being 10000 shares on 28 may 2013 at a price 
of £349599 per share 10000 shares on 28 may 2013 
at a price of £352046 per share and 10000 shares on 
29 may 2013 at a price of £343618 per share 
7
 mr kahn retired from the board on 26 july 2012 and the 
table reﬂ ects his shareholding on that date 
8
 mr manzoni has elected to apply his quarterly 
nonexecutive director’s fees to the regular purchase of 
ordinary shares after the deduction of taxes by way of a 
trading plan and accordingly acquired 520 shares on 
25 june 2012 at a price of £24558 per share 461 shares 
on 25 september 2012 at a price of £2730 per share 
505 shares on 21 december 2012 at a price of £28404 
per share and 501 shares on 25 march 2013 at a price of 
£34393 per share the trading plan will remain in place 
until revoked by mr manzoni although it cannot be 
revoked or altered except in open dealing periods with 
the clearance of the chairman in accordance with the 
model code
9
 mr pieterse retired from the board on 26 july 2012 and 
the table reﬂ ects his shareholding on that date
10
 mr ramaphosa’s interest in 4000 shares is non
beneﬁ cial
11
 ms weir acquired 100 shares on 26 march 2013 at a price 
of £3463 per share
12
 in may and june 2013 messrs mackay clark and 
wilson’s beneﬁ cial holdings increased by 86363 47830 
and 5046 shares respectively following the vesting of 
awards over 162950 81500 and 9000 shares 
respectively and the subsequent sales of shares to settle 
tax liabilities on the gross awards vested with the 
balance of the shares being retained there have been 
no other changes in the directors’ beneﬁ cial interests as 
at 5 june 2013
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 81 directors’ remuneration report 
implementation report continued
share incentive plans audited
executive directors’ interests in shares of 
the company provided in the form of share 
options and share awards are shown in the 
tables below mr clark was appointed to the 
board on 26 july 2012 and mr wilson was 
appointed to the board on 21 july 2011 but 
the share awards detailed below represent 
their total outstanding share awards 
including those granted to them in respect 
of their services as employees rather 
than just those granted in respect of or 
in contemplation of their qualifying services 
as executive directors
during the year ended 31 march 2013 the 
highest and lowest market prices for the 
company’s shares were £35095 on 14 
march 2013 and £23485 on 1 june 2012 
respectively and the closing market price on 
28 march 2013 being the prior trading day 
closest to 31 march 2013 was £3464
share options
director
exercisable for
310 years from
performance 
period
year ending 
31 march
subscription
price
£
outstanding 
as at
31 march 2012
granted 
during
the year
exercised 
during
the year
lapsed 
during 
the year
outstanding 
as at
31 march 2013
vested and
exercisable 
as at
31 march 2013
sale price
market price
if applicable
£
e a g mackay 19 may 2006 vested 1061 230000 – – – 230000 230000
18 may 2007 vested 1167 230000 – – – 230000 230000
16 may 2008 vested 1250 154100 – – – 154100 154100
16 may 2008 5 years 2013 1250 75900 – – – 75900 –
14 nov 2008 vested 9295 40200 – – – 40200 40200
14 nov 2008 5 years 2013 9295 19800 – – – 19800 –
15 may 2009 vested 1231 195104 – – – 195104 195104
15 may 2009 5 years 2014 1231 94896 – – – 94896 –
1 jun 2010 3 years 2013 1951 167500 – – – 167500 –
1 jun 2010 5 years 2015 1951 82500 – – – 82500 –
1 jun 2011 3 years 2014 22495 167500 – – – 167500 –
1 jun 2011 5 years 2016 22495 82500 – – – 82500 –
1 jun 2012 3 years 2015 2395 – 167500 – – 167500 –
1 jun 2012 5 years 2017 2395 – 82500 – – 82500 –
1540000 250000 – – 1790000 849404
a j clark 20 may 2005 vested 828 69746 – – – 69746 69746
19 may 2006 vested 1061 100000 – – – 100000 100000
18 may 2007 vested 1167 100000 – – – 100000 100000
16 may 2008 vested 1250 83500 – – – 83500 83500
16 may 2008 5 years 2013 1250 16500 – – – 16500 –
1 aug 2008 vested 1049 41750 – – – 41750 41750
1 aug 2008 5 years 2013 1049 8250 – – – 8250 –
15 may 2009 vested 1231 125250 – – – 125250 125250
15 may 2009 5 years 2014 1231 24750 – – – 24750 –
1 jun 2010 3 years 2013 1951 108550 – – – 108550 –
1 jun 2010 5 years 2015 1951 21450 – – – 21450 –
1 jun 2011 3 years 2014 22495 108550 – – – 108550 –
1 jun 2011 5 years 2016 22495 21450 – – – 21450 –
1 jun 2012 3 years 2015 2395 – 134000 – – 134000 –
1 jun 2012 5 years 2017 2395 – 66000 – – 66000 –
829746 200000 – – 1029746 520246
j s wilson 20 may 2005 vested 828 3623 – – – 3623 3623
16 may 2008 vested 1250 13000 – 13000 – – – 2789
15 may 2009 vested 1231 13000 – 13000 – – – 2789
1 jun 2010 3 years 2013 1951 13000 – – – 13000 –
1 jun 2011 3 years 2014 22495 67000 – – – 67000 –
1 jun 2011 5 years 2016 22495 33000 – – – 33000 –
1 dec 2011 3 years 2014 2240 33500 – – – 33500 –
1 dec 2011 5 years 2016 2240 16500 – – – 16500 –
1 jun 2012 3 years 2015 2395 – 100500 – – 100500 –
1 jun 2012 5 years 2017 2395 – 49500 – – 49500 –
192623 150000 26000 – 316623 3623
share options granted to executive directors 
from 2008 have a performance condition that 
requires compound annualised adjusted eps 
growth expressed in sterling of
• uk rpi  3 per annum compound for 
any of the share options to vest and
• uk rpi  5 per annum compound for 
full vesting
share options with performance periods 
ended 31 march 2013 have been tested 
against their respective performance 
conditions and the outcome is shown on 
page 78 as a result these share options 
have vested in full and become exercisable
on 3 june 2013 mr clark and mr wilson 
were granted options over 140000 and 
85000 shares respectively at an exercise 
price of £3330 per share subject to the 
performance conditions listed here
82 – sabmiller plc annual report 2013 performance shares 
director award date
performance 
period
year ending 
31 march
share price at 
effective date 
of award
£
outstanding 
as at
31 march 2012
awarded 
during 
the year
vested 
during
the year
lapsed 
during
the year
outstanding
as at 
31 march 2013
e a g mackay 18 may 2007 vested 1167 37950 – 37950 – –
16 may 2008 5 years 2013 1250 37950 – – – 37950
14 nov 2008 5 years 2013 9295 9900 – – – 9900
15 may 2009 vested 1231 242150 – 242150 – –
15 may 2009 5 years 2014 1231 47850 – – – 47850
1 jun 2010 3 years 2013 1951 125000 – – – 125000
1 jun 2011 3 years 2014 22495 125000 – – – 125000
1 jun 2012 3 years 2015 2395 – 125000 – – 125000
625800 125000 280100 – 470700
a j clark 18 may 2007 vested 1167 16500 – 16500 – –
16 may 2008 5 years 2013 1250 16500 – – – 16500
1 aug 2008 5 years 2013 1049 8250 – – – 8250
15 may 2009 vested 1231 125250 – 125250 – –
15 may 2009 5 years 2014 1231 24750 – – – 24750
1 jun 2010 3 years 2013 1951 65000 – – – 65000
1 jun 2011 3 years 2014 22495 65000 – – – 65000
1 jun 2012 3 years 2015 2395 – 100000 – – 100000
321250 100000 141750 – 279500
j s wilson 15 may 2009 vested 1231 9000 – 9000 – –
1 jun 2010 3 years 2013 1951 9000 – – – 9000
1 jun 2011 3 years 2014 22495 50000 – – – 50000
1 dec 2011 3 years 2014 2240 25000 – – – 25000
1 jun 2012 3 years 2015 2395 – 75000 – – 75000
93000 75000 9000 – 159000
before 2010 50 of the performance shares 
granted to executive directors and to 
executive committee members and all of the 
performance shares awarded to mr wilson in 
2009 and 2010 had a performance condition 
that requires compound annualised adjusted 
eps growth over a threeyear period all 
performance shares awarded since 2010 
have this performance condition for shares 
awarded in 2009 and 2010 the required 
compound growth in adjusted eps was 
• 5 per annum for any performance shares 
to vest and
• 9 per annum for full vesting
for shares awarded from 2011 onwards 
the required compound growth in adjusted 
eps is 
• 6 per annum for any performance shares 
to vest and
• 11 per annum for full vesting
the other 50 of the performance shares 
granted to executive directors and to 
executive committee members before 2010 
have a performance condition that requires 
the company’s tsr to exceed the median 
tsr of a comparator group identiﬁ ed on 
page 79 twothirds of these shares had a 
threeyear performance period and are 
included in the total shares vested during the 
year in the table above and the remaining 
onethird of these shares have a ﬁ veyear 
performance period and are outstanding 
as at 31 march 2013 for these shares
• for below median tsr performance no 
performance shares will vest
• at median tsr performance onequarter 
of the performance shares will vest and
• if tsr exceeds the median by 33 or 
more full vesting
performance shares with performance 
periods ended on 31 march 2013 have been 
tested against their respective performance 
conditions and the outcome is shown on 
page 79 as a result these performance 
shares will vest in full three or ﬁ ve years after 
their respective award dates as appropriate
on 3 june 2013 mr clark and mr wilson were 
conditionally awarded 70000 and 42500 
shares respectively subject to achieving the 
epsrelated performance condition 
listed here
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 83 directors’ remuneration report 
implementation report continued
value shares 
director
effective date 
of award
share price
 on effective 
date of 
award 
£
outstanding
as at
31 march 2012
shares per
£10m of
additional
shareholder
value
awarded 
during
the year
shares per
£10m of
additional
value
released
during the
year 
ordinary
shares
released
lapsed 
during
the year
shares per
£10m of
additional
value
outstanding
as at
31 march 2013
shares per
£10m of
additional
value
earliest 
possible
release 
date
final
vesting 
date
e a g mackay 1 jun 2010 1951 220 – – – 220 1 jun 2013 1 jun 2015
1 jun 2011 22495 220 – – – 220 1 jun 2014 1 jun 2016
 1 jun 2012 2395 – 220 – – 220 1 jun 2015 1 jun 2017
440 220 – – 660 
a j clark 1 jun 2010 1951 115 – – – 115 1 jun 2013 1 jun 2015
1 jun 2011 22495 115 – – – 115 1 jun 2014 1 jun 2016
1 jun 2012 2395 – 175 – – 175 1 jun 2015 1 jun 2017
230 175 – – 405 
j s wilson 1 jun 2011 22495 100 – – – 100 1 jun 2014 1 jun 2016
1 dec 2011 2240 30 – – – 30 1 jun 2014 1 jun 2016
1 jun 2012 2395 – 130 – – 130 1 jun 2015 1 jun 2017
130 130 – – 260 
the number of shares which can be released 
under a value share award is dependent 
upon tsr outperformance compared with 
a comparator group identiﬁ ed on page 79 
over a three to ﬁ veyear performance period
• for below median tsr performance no 
shares will vest
• at median tsr performance no shares will 
vest but
• for every £10 million of additional 
shareholder value created a ﬁ xed number 
of shares as set out in the table above will 
vest
additional shareholder value represents the 
amount of additional return to shareholders 
as a result of the company’s tsr 
performance exceeding that of the 
comparator group it is calculated as the 
percentage change in tsr of the company 
less the percentage change in tsr of the 
median of the comparator group multiplied 
by the company’s market capitalisation at the 
commencement of the performance period
the maximum number of shares that 
can vest is capped at the level at which 
additional shareholder value at the end 
of each performance period equals the 
market capitalisation of the company at 
the commencement of the performance 
period the maximum value for all 
participants including executive directors 
in the aggregate is therefore capped at 
06 of additional shareholder value created 
for any ﬁ veyear performance period this is 
the maximum theoretical percentage that can 
be earned in aggregate by all participants 
with 994 of the additional value created 
accruing to shareholders
the value shares conditionally awarded 
before 2013 vest on the ﬁ fth anniversary 
of the grant date subject to tsr out
performance but participants may request 
the release of all or part of the award from 
the third anniversary of the grant date 
if the remuneration committee exercises 
its discretion to release shares in such 
circumstances the number of shares is 
determined based on tsr outperformance 
to that date with the shares partially deferred
and released in equal instalments over the 
period until the ﬁ fth anniversary of the grant 
date there is no opportunity for retesting 
against future tsr performance and the 
deferred shares are subject to forfeiture 
under certain circumstances should the 
participant’s employment terminate before 
the ﬁ fth anniversary value shares 
conditionally awarded from 2013 vest 
onethird on the third fourth and ﬁ fth 
anniversaries of the grant date respectively 
any shares are then released based on 
tsr outperformance to those dates if the 
performance conditions for any award are 
not achieved at the relevant date the 
appropriate proportion of shares will lapse 
and there is no opportunity for retesting 
the earliest opportunity for any value shares 
to be released will be in the period ending 
31 march 2014 no awards had been 
released to any participant as at 5 june 2013 
at 31 march 2013 tsr outperformance 
additional shareholder value created and 
the indicative number of shares vesting for 
the highest paid executive during the year 
e a g mackay was
performance period commencing
1 april 2010 1 april 2011 1 april 2012
sabmiller’s tsr to 31 march 2013 80875 47163 28365
comparator group tsr to 31 march 2013 51225 41564 36620
outperformance 29650 5599 8255
sabmiller market capitalisation at commencement of the performance period £27746m £33485m £37639m
additional shareholder value created £8227m £1875m £nil
value of 220 shares per £10m at £3464 per share £63m £14m £nil
value of shares as  of additional shareholder value created 007 007 nil
on 3 june 2013 mr clark and mr wilson 
were conditionally awarded 125 and 75 value 
shares respectively for every £10 million of 
additional shareholder value created over 
a three to ﬁ veyear performance period 
commencing on 1 april 2013 
84 – sabmiller plc annual report 2013 employees’ beneﬁ t trust ebt
the share award plan and older 
performance share schemes are operated 
in conjunction with the ebt at 31 march 
2013 the number of shares held in the ebt 
was 83 million 2012 56 million 
representing 050 2012 035 of the 
issued ordinary shares of the company
the associated companies employees’ 
beneﬁ t trust associated companies ebt 
was established in 2011 to facilitate the 
provision of sharebased longterm 
incentives to employees of companies 
associated with the sabmiller group but not 
subsidiaries of the company and hence not 
eligible to participate in the company’s 
existing share option and share award plans 
at 31 march 2013 the number of shares held 
in the associated companies ebt was nil 
2012 03 million representing 0 2012 less 
than 001 of the issued ordinary shares of 
the company all of the shares held by the 
associated companies ebt were sold during 
the year ended 31 march 2013 and the 
proceeds of sale were subsequently 
distributed after the year end to holders 
of share awards which vested during that 
period not including any executive directors
in aggregate there were 83 million shares 
held in trust as at 31 march 2013 2012 59 
million these shares are held by the trustee 
on behalf of the ebt to ensure that they hold 
sufﬁ cient ordinary shares to meet potential 
future obligations in respect of share awards 
and sharesettled stock appreciation rights 
the trustees of the ebt and the associated 
companies ebt have waived their right to 
receive dividends on any shares held by them 
and will only vote shares or claim dividends 
on shares which are beneﬁ cially owned by a 
participant and only then in accordance with 
the instructions of the underlying shareholder 
as at 31 march 2013 there were no 
beneﬁ cially held shares in either the ebt or 
in the associated companies ebt 2012 nil
approval
this report complies with the requirements of 
the large and mediumsized companies and 
groups accounts and reports regulations 
2008 throughout the year ended 31 march 
2013 the company applied the provisions of 
the uk corporate governance code relating 
to remuneration those parts of the report 
that are subject to audit are identiﬁ ed 
separately
this report and the recommendations of the 
remuneration committee were approved by 
the board on 5 june 2013 as recommended 
by the remuneration committee on 21 may 
2013 and will be submitted to shareholders 
for approval at the 2013 annual general 
meeting
signed on behalf of the board of directors by
john davidson
general counsel and 
group company secretary
5 june 2013
 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 85 the directors are responsible for preparing the consolidated ﬁ nancial 
statements in accordance with applicable law and regulations
company law requires the directors to prepare consolidated ﬁ nancial 
statements for each ﬁ nancial year the directors have prepared the 
consolidated ﬁ nancial statements in accordance with international 
financial reporting standards ifrss as adopted by the european 
union the consolidated ﬁ nancial statements are required by law to 
give a true and fair view of the state of affairs of the group and of the 
proﬁ t or loss of the group for that year
in preparing those ﬁ nancial statements the directors are required to
• select suitable accounting policies and then apply them 
consistently
• make judgements and estimates that are reasonable and prudent
• state that the ﬁ nancial statements comply with ifrss as adopted 
by the european union and
• prepare the consolidated ﬁ nancial statements on the going concern 
basis unless it is inappropriate to presume that the group will 
continue in business in which case there should be supporting 
assumptions or qualiﬁ cations as necessary
the directors conﬁ rm that they have complied with the above 
requirements in preparing the ﬁ nancial statements
the directors are responsible for keeping adequate accounting 
records that disclose with reasonable accuracy at any time the 
ﬁ nancial position of the group and to enable them to ensure that 
the consolidated ﬁ nancial statements comply with the companies 
act 2006 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
each of the directors whose names and functions are listed in the 
governance section of the annual report conﬁ rms that to the best 
of their knowledge
• the consolidated ﬁ nancial statements which have been prepared 
in accordance with ifrss as adopted by the eu give a true and 
fair view of the assets liabilities ﬁ nancial position and proﬁ t of the 
group and
• the management report incorporated into the directors’ report 
contained in the governance section of the annual report includes 
a fair review of the development and performance of the business 
and the position of the group together with a description of the 
principal risks and uncertainties that it faces
in addition the companies act 2006 requires directors to provide 
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
each of the directors having made appropriate enquiries 
conﬁ rms 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 in order 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 performance for the year and 
the principal risks it faces together with the budget and cash ﬂ ow 
forecasts in particular with reference to the period to the end of 
september 2014 and the application of reasonably possible 
sensitivities associated with these forecasts on the basis of this 
review and in the light of the current ﬁ nancial position and existing 
committed borrowing facilities the directors are satisﬁ ed that the 
group has adequate resources to continue in operational existence 
and therefore have continued to adopt the going concern basis in 
preparing the consolidated ﬁ nancial statements
a copy of the ﬁ nancial statements of the group is 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 ﬁ nancial 
statements may differ from legislation in other jurisdictions
statement of directors’ responsibilities
in respect of the consolidated ﬁ nancial statements
86 – sabmiller plc annual report 2013 we have audited the consolidated ﬁ nancial statements of sabmiller 
plc for the year ended 31 march 2013 which comprise the 
consolidated income statement the consolidated statement of 
comprehensive income the consolidated balance sheet the 
consolidated cash ﬂ ow statement the consolidated statement of 
changes in equity and the related notes the ﬁ nancial reporting 
framework that has been applied in their preparation is applicable law 
and international financial reporting standards ifrss as adopted 
by the european union 
respective responsibilities of directors and auditors 
as explained more fully in the statement of directors’ responsibilities 
the directors are responsible for the preparation of the consolidated 
ﬁ nancial statements and for being satisﬁ ed that they give a true and 
fair view our responsibility is to audit and express an opinion on the 
ﬁ nancial statements in accordance with applicable law and 
international standards on auditing uk and ireland those standards 
require us to comply with the auditing practices board’s ethical 
standards for auditors 
this report including the opinions has been prepared for and only for 
the company’s members as a body in accordance with chapter 3 of 
part 16 of the companies act 2006 and for no other purpose we do 
not in giving these opinions accept or assume responsibility for any 
other purpose or to any other person to whom this report is shown or 
into whose hands it may come save where expressly agreed by our 
prior consent in writing
scope of the audit of the ﬁ nancial statements 
an audit involves obtaining evidence about the amounts and 
disclosures in the ﬁ nancial statements sufﬁ cient to give reasonable 
assurance that the ﬁ nancial statements are free from material 
misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to 
the group’s circumstances and have been consistently applied and 
adequately disclosed the reasonableness of signiﬁ cant accounting 
estimates made by the directors and the overall presentation of the 
ﬁ nancial statements in addition we read all the ﬁ nancial and 
nonﬁ nancial information in the sabmiller plc annual report to 
identify material inconsistencies with the audited ﬁ nancial statements 
if we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
opinion on ﬁ nancial statements 
in our opinion the consolidated ﬁ nancial statements
• give a true and fair view of the state of the group’s affairs as at 
31 march 2013 and of its proﬁ t and cash ﬂ ows for the year 
then ended 
• have been properly prepared in accordance with ifrss as adopted 
by the european union and
• have been prepared in accordance with the requirements of the 
companies act 2006 and article 4 of the ias regulation 
opinion on other matter prescribed by the 
companies act 2006 
in our opinion the information given in the directors’ report for the 
ﬁ nancial year for which the consolidated ﬁ nancial statements are 
prepared is consistent with the consolidated ﬁ nancial statements
matters on which we are required to report by exception 
we have nothing to report in respect of the following 
under the companies act 2006 we are required to report to you if in 
our opinion 
• certain disclosures of directors’ remuneration speciﬁ ed by law are 
not made or
• we have not received all the information and explanations we 
require for our audit 
under the listing rules we are required to review 
• the directors’ statement in relation to going concern on page 86 
and
• the part of the corporate governance report relating to the 
company’s compliance with the nine provisions of the uk 
corporate governance code speciﬁ ed for our review and
• certain elements of the directors’ remuneration report
other matter
we have reported separately on the company ﬁ nancial statements 
of sabmiller plc for the year ended 31 march 2013 and on the 
information in the directors’ remuneration report that is described 
as having been audited
richard hughes senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
5 june 2013
 
independent auditors’ report
to the members of sabmiller plc
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 87 consolidated income statement
for the year ended 31 march
notes
2013
usm
2012
usm
revenue 2 23213  21760 
net operating expenses 3 19010 16747
operating proﬁ t 2 4203  5013 
operating proﬁ t before exceptional items 2 4403  3987 
exceptional items 4 200 1026 
net ﬁ nance costs 5 735 562
finance costs 5a 1417 1093
finance income 5b 682  531 
share of posttax results of associates and joint ventures 2 1244  1152 
proﬁ t before taxation 4712  5603 
taxation 7 1201 1126
proﬁ t for the year 27a 3511  4477 
proﬁ t attributable to noncontrolling interests 237  256 
proﬁ t attributable to owners of the parent 26a 3274  4221 
 3511  4477 
basic earnings per share us cents 8 2059 2666 
diluted earnings per share us cents 8 2035 2638 
the notes on pages 93 to 164 are an integral part of these consolidated ﬁ nancial statements
88 – sabmiller plc annual report 2013 notes
2013
usm
2012
usm
proﬁ t for the year 3511  4477 
other comprehensive loss
currency translation differences on foreign currency net investments 700 136 
– decreaseincrease in foreign currency translation reserve during the year 700 153 
– recycling of foreign currency translation reserve on disposals –  17
net actuarial losses on deﬁ ned beneﬁ t plans 31 21 9
available for sale investments
–  fair value losses arising during the year 26b 1 – 
net investment hedges
–  fair value gainslosses arising during the year 26b 63  1
cash ﬂ ow hedges 26b 5 6 
–  fair value losses arising during the year 8 – 
–  fair value losses transferred to inventory 8  2 
–  fair value gainslosses transferred to proﬁ t or loss 5 4 
tax on items included in other comprehensive loss 7 34  101 
share of associates’ and joint ventures’ other comprehensive loss 1314 70 256
other comprehensive loss for the year net of tax 700 23
total comprehensive income for the year 2811  4454 
attributable to
noncontrolling interests 233  255 
owners of the parent 2578  4199 
total comprehensive income for the year 2811  4454 
the notes on pages 93 to 164 are an integral part of these consolidated ﬁ nancial statements
consolidated statement of comprehensive income
for the year ended 31 march
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 89 notes
2013
usm
2012
1
usm
assets
noncurrent assets 
goodwill 10 19862  20171 
intangible assets 11 9635  9958 
property plant and equipment 12 9059  9162 
investments in joint ventures 13 5547  5520 
investments in associates 14 5416  5072 
available for sale investments 22  30 
derivative ﬁ nancial instruments 23 732  732 
trade and other receivables 16 144  136 
deferred tax assets 20 71  117 
loan participation deposit 17 100  100 
 50588  50998 
current assets
inventories 15 1175  1248 
trade and other receivables 16 2067  2204 
current tax assets 159  629 
derivative ﬁ nancial instruments 23 111  24 
available for sale investments –  1 
cash and cash equivalents 17 2171  745 
 5683  4851 
assets of disposal group classiﬁ ed as held for sale 18a 23  79 
 5706  4930 
total assets 56294  55928 
liabilities
current liabilities
derivative ﬁ nancial instruments 23 34 40
borrowings 21 2469 1062
trade and other payables 19 4004 4127
current tax liabilities 1460 1323
provisions 24 558 704
 8525 7256
liabilities of disposal group classiﬁ ed as held for sale 18b 1 7
 8526 7263
noncurrent liabilities
derivative ﬁ nancial instruments 23 52 69
borrowings 21 16079 18164
trade and other payables 19 132 112
deferred tax liabilities 20 3507 3719
provisions 24 538 569
 20308 22633
total liabilities 28834 29896
net assets 27460  26032 
equity
share capital 25 167  166 
share premium 6581  6480 
merger relief reserve 4586  4586 
other reserves 26b 1328  1978 
retained earnings 26a 13710  11863 
total shareholders’ equity 26372  25073 
noncontrolling interests 1088  959 
total equity 27460  26032 
1
 as restated see note 28
the balance sheet of sabmiller plc is shown on page 167
the notes on pages 93 to 164 are an integral part of these consolidated ﬁ nancial statements
the ﬁ nancial statements were authorised for issue by the board of directors on 5 june 2013 and were signed on its behalf by
alan clark  jamie wilson
chief executive  chief financial ofﬁ cer
consolidated balance sheet
at 31 march
90 – sabmiller plc annual report 2013 consolidated cash ﬂ ow statement
for the year ended 31 march
notes
2013
usm
2012
usm
cash ﬂ ows from operating activities
cash generated from operations 27a 5554  5237 
interest received 468  516 
interest paid 1238 923
tax paid 683 893
net cash generated from operating activities 27b 4101  3937 
cash ﬂ ows from investing activities
purchase of property plant and equipment 1335 1473
proceeds from sale of property plant and equipment 30  116 
purchase of intangible assets 144 166
proceeds from sale of intangible assets 4  – 
purchase of available for sale investments –  1
proceeds from disposal of available for sale investments 5  2 
proceeds from disposal of associates 21  205 
proceeds from disposal of businesses net of cash disposed 57  23
acquisition of businesses net of cash acquired 6 10951
investments in joint ventures 272 288
investments in associates 23 52
repayment of investments by associates –  14 
dividends received from joint ventures 13 886  896 
dividends received from associates 113  120 
dividends received from other investments 1  1 
net cash used in investing activities 663 11600
cash ﬂ ows from ﬁ nancing activities
proceeds from the issue of shares 25 102  96 
proceeds from the issue of shares in subsidiaries to noncontrolling interests 36  107 
purchase of own shares for share trusts 26a 53 52
purchase of shares from noncontrolling interests –  27
proceeds from borrowings 2318  19000 
repayment of borrowings 2878 10139
proceeds from associate in relation to loan participation deposit 17 100  – 
capital element of ﬁ nance lease payments 6 5
net cash payments on derivative ﬁ nancial instruments 5 52
dividends paid to shareholders of the parent 9 1517 1324
dividends paid to noncontrolling interests 131 109
net cash used ingenerated from ﬁ nancing activities 2034 7495 
net cash inﬂ owoutﬂ ow from operating investing and ﬁ nancing activities 1404  168
effects of exchange rate changes 51 39
net increasedecrease in cash and cash equivalents 1353  207
cash and cash equivalents at 1 april 606  813 
cash and cash equivalents at 31 march 27c 1959  606 
the notes on pages 93 to 164 are an integral part of these consolidated ﬁ nancial statements
 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 91 consolidated statement of changes in equity 
for the year ended 31 march
notes
called up 
share 
capital
usm
share 
premium 
account
usm
merger 
relief 
reserve
usm
other 
reserves
usm
retained
 earnings
usm
total 
shareholders’ 
equity
usm
non
controlling 
interests
usm
total 
equity
usm
at 1 april 2011 166  6384  4586  1881  8991  22008  751  22759 
total comprehensive income –  –  –  97  4102  4199  255  4454 
proﬁ t for the year –  –  –  –  4221  4221  256  4477 
other comprehensive incomeloss –  –  –  97  119 22 1 23
dividends paid 9 –  –  –  –  1324 1324 159 1483
issue of sabmiller plc ordinary shares 25 –  96  –  –  –  96  –  96 
proceeds from the issue of shares in 
subsidiaries to noncontrolling interests –  –  –  –  –  –  107  107 
noncontrolling interests disposed of via 
business disposal –  –  –  –  –  –  64 64
arising on business combinations –  –  –  –  –  –  84  84 
dilution of noncontrolling interests 
as a result of business combinations 26a –  –  –  –  5 5 5  – 
payment for purchase of own shares 
for share trusts 26a –  –  –  –  52 52 –  52
buyout of noncontrolling interests 26a –  –  –  –  7 7 20 27
credit entry relating to sharebased 
payments 26a –  –  –  –  158  158  –  158 
at 31 march 2012
1
 166  6480  4586  1978  11863  25073  959  26032 
total comprehensive income –  –  –  650 3228  2578  233  2811 
proﬁ t for the year –  –  –  –  3274  3274  237  3511 
other comprehensive loss –  –  –  650 46 696 4 700
dividends paid 9 –  –  –  –  1517 1517 128 1645
issue of sabmiller plc ordinary shares 25 1  101  –  –  –  102  –  102 
proceeds from the issue of shares in 
subsidiaries to noncontrolling interests –  –  –  –  –  –  36  36 
noncontrolling interests disposed of via 
business disposal –  –  –  –  –  –  13 13
arising on business combinations –  –  –  –  –  –  1  1 
payment for purchase of own shares 
for share trusts 26a –  –  –  –  53 53 –  53
credit entry relating to sharebased 
payments 26a –  –  –  –  189  189  –  189 
at 31 march 2013 167  6581  4586  1328  13710  26372  1088  27460 
1
 as restated see note 28
the notes on pages 93 to 164 are an integral part of these consolidated ﬁ nancial statements
merger relief reserve
merger relief reserve comprises us3395 million in respect of the excess of value attributed to the shares issued as consideration for miller 
brewing company over the nominal value of those shares and us1191 million relating to the merger relief arising on the issue of sabmiller plc 
ordinary shares for the buyout of noncontrolling interests in the group’s polish business
92 – sabmiller plc annual report 2013 1 accounting policies
the principal accounting policies adopted in the preparation of 
the group’s ﬁ nancial statements are set out below these policies 
have been consistently applied to all the years presented unless 
otherwise stated
a basis of preparation
the consolidated ﬁ nancial statements of sabmiller plc have been 
prepared in accordance with international financial reporting 
standards as adopted by the european union ifrss as adopted 
by the eu and the companies act 2006 applicable to companies 
reporting under ifrs
the ﬁ nancial statements are prepared under the historical cost 
convention except for the revaluation to fair value of certain ﬁ nancial 
assets and liabilities and postretirement assets and liabilities as 
described in the accounting policies below the accounts have 
been prepared on a going concern basis
the preparation of ﬁ nancial statements in conformity with ifrs 
requires the use of certain critical accounting estimates it also 
requires management to exercise its judgement in the process of 
applying the group’s accounting policies actual results could differ 
from those estimates
b recent accounting developments
i new standards amendments and interpretations of 
existing standards adopted by the group
there were no standards interpretations and amendments adopted 
by the group since 1 april 2012 which had a signiﬁ cant impact on the 
group’s consolidated results or ﬁ nancial position
ii new standards amendments and interpretations of 
existing standards that are not yet effective and have not 
been early adopted by the group
the following standards interpretations and amendments to existing 
standards have been published and are mandatory for the group’s 
accounting periods beginning on or after 1 april 2013 or later periods 
but which have not been early adopted by the group
the amendment to ias 19 will be adopted by the group 
retrospectively from 1 april 2013 under the amended standard the 
interest charge on retirement beneﬁ t liabilities and the expected return 
on plan assets will be replaced by a net interest income or expense 
on net deﬁ ned beneﬁ t assets or liabilities based on high quality 
corporate bond rates the group estimates the adoption of the 
amended ias 19 would have resulted in a reduction in proﬁ t for the 
year ended 31 march 2013 of approximately us20 million after tax 
the change is not expected to have a material impact on the group’s 
net assets
the following standards interpretations and amendments to existing 
standards mandatory for the group’s accounting periods beginning 
on or after 1 april 2013 are not expected to have a material impact 
on the consolidated results of operations or ﬁ nancial position of 
the group
• amendment to ias 1 ‘financial statement presentation’ is effective 
from 1 july 2012
• amendment to ifrs 7 ‘financial instruments disclosures’ is 
effective from 1 january 2013
• ifrs 13 ‘fair value measurement’ is effective from 1 january 2013
• annual improvements to ifrs 20092011 are effective from 
1 january 2013
the group has yet to assess the full impact of the following standards 
and amendments to existing standards mandatory for the group’s 
accounting periods beginning on or after 1 april 2014 or later periods
• amendment to ias 32 ‘offsetting ﬁ nancial instruments asset and 
liability’ is effective from 1 january 2014
• ias 27 revised ‘separate financial statements’ is effective from 
1 january 2014
• ias 28 revised ‘associates and joint ventures’ is effective from 
1 january 2014
• ifrs 9 ‘financial instruments’ is effective from 1 january 2015
1

• ifrs 10 ‘consolidated financial statements’ is effective from 
1 january 2014
• ifrs 11 ‘joint arrangements’ is effective from 1 january 2014
• ifrs 12 ‘disclosures of interests in other entities’ is effective from 
1 january 2014
1
 not yet endorsed by the eu
c signiﬁ cant judgements and estimates
in determining and applying accounting policies judgement is 
often required where the choice of speciﬁ c 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 signiﬁ cant 
judgement and estimation for the group due to greater complexity 
andor particularly subject to the exercise of judgement
i impairment reviews
goodwill arising on business combinations is allocated to the relevant 
cash generating unit cgu impairment reviews in respect of the 
relevant cgus are performed at least annually or more regularly if 
events indicate that this is necessary impairment reviews are based 
on future cash ﬂ ows discounted using the weighted average cost of 
capital for the relevant country with terminal values calculated 
applying a longterm growth rate the future cash ﬂ ows which are 
based on business forecasts the longterm growth rates and the 
discount rates used are dependent on management estimates and 
judgements future events could cause the assumptions used in 
these impairment reviews to change with a consequent adverse 
impact on the results and net position of the group details of the 
estimates used in the impairment reviews for the year are set out 
in note 10
ii taxation
the group operates in many countries and is subject to taxes 
in numerous jurisdictions signiﬁ cant judgement is required in 
determining the provision for taxes as the tax treatment is often by 
its nature complex and cannot be ﬁ nally determined until a formal 
resolution has been reached with the relevant tax authority which may 
take several years to conclude amounts provided are accrued based 
on management’s interpretation of country speciﬁ c tax laws and the 
likelihood of settlement actual liabilities could differ from the amount 
provided which could have a consequent adverse impact on the 
results and net position of the group
iii pension and postretirement beneﬁ ts
pension accounting requires certain assumptions to be made in order 
to value the group’s pension and postretirement obligations in the 
balance sheet and to determine the amounts to be recognised in the 
income statement and in other comprehensive income in accordance 
with ias 19 the calculations of these obligations and charges are 
based on assumptions determined by management which include 
discount rates salary and pension inﬂ ation healthcare cost inﬂ ation 
mortality rates and expected longterm rates of return on assets 
details of the assumptions used are set out in note 31 the selection 
of different assumptions could affect the net position of the group and 
future results
notes to the consolidated ﬁ nancial statements 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 93 notes to the consolidated ﬁ nancial statements
continued
1 accounting policies continued
iv property plant and equipment
the determination of the useful economic life and residual values of 
property plant and equipment is subject to management estimation 
the group regularly reviews all of its depreciation rates and residual 
values to take account of any changes in circumstances and any 
changes that could affect prospective depreciation charges and 
asset carrying values
v business combinations
on the acquisition of a company or business a determination of 
the fair value of the assets acquired and liabilities assumed and the 
useful life of intangible assets and property plant and equipment 
acquired is performed which requires the application of management 
judgement future events could cause the assumptions used by the 
group to change which could have a signiﬁ cant impact on the results 
and net position of the group
vi exceptional items
exceptional items are expense or income items recorded in a period 
which have been determined by management as being material by 
their size or incidence and are presented separately within the results 
of the group the determination of which items are disclosed as 
exceptional items will affect the presentation of proﬁ t measures 
including ebita and adjusted earnings per share and requires a 
degree of judgement details relating to exceptional items reported 
during the year are set out in note 4
d segmental reporting
operating segments reﬂ ect the management structure of the group 
and the way performance is evaluated and resources allocated based 
on group revenue and ebita by the group’s chief operating decision 
maker deﬁ ned as the executive directors the group is focused 
geographically and while not meeting the deﬁ nition of reportable 
segments the group reports separately as segments south africa 
hotels and gaming and corporate as this provides useful additional 
information
e basis of consolidation
sabmiller plc the company is a public limited company incorporated 
in great britain and registered in england and wales the 
consolidated ﬁ nancial statements include the ﬁ nancial information 
of the subsidiary associate and joint venture 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 ﬁ nancial and operating 
policies of the entity so as to obtain beneﬁ t 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 reﬂ ected in noncontrolling 
interests subsidiaries are included in the ﬁ nancial statements from 
the date control commences until the date control ceases
control is presumed to exist when the group owns directly or 
indirectly through subsidiaries more than half of the voting power 
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 subsequent disposal or termination of a business the results 
of the business are included in the group’s results up to the effective 
date of disposal the proﬁ t or loss on disposal or termination is 
calculated after charging the amount of any related goodwill to the 
extent that it has not previously been taken to the income statement
intragroup balances and any unrealised gains and losses or income 
and expenses arising from intragroup transactions are eliminated in 
preparing the consolidated ﬁ nancial 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 balance 
sheet date of 31 december these are consolidated using 
management prepared information on a basis coterminous with 
the company’s balance sheet date
ii associates
associates are entities in which the group has a longterm interest 
and over which the group has directly or indirectly signiﬁ cant 
inﬂ uence where signiﬁ cant inﬂ uence is the ability to inﬂ uence 
the ﬁ nancial and operating policies of the entity
the associate distell group ltd has a statutory balance sheet date 
of 30 june in respect of each year ending 31 march this company 
is included based on ﬁ nancial 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
iii joint ventures
joint ventures are contractual arrangements which the group has 
entered into with one or more parties to undertake an economic 
activity that is subject to joint control joint control is the contractually 
agreed sharing of control over an economic activity and exists only 
when the strategic ﬁ nancial and operating decisions relating to the 
activity require the unanimous consent of the parties sharing the 
control
the group’s share of the recognised income and expenses of 
associates and joint ventures are accounted for using the equity 
method from the date signiﬁ cant inﬂ uence or joint control commences 
to the date it ceases based on present ownership interests
the group recognises its share of associates’ and joint ventures’ 
posttax results as a one line entry before proﬁ t before taxation in 
the income statement and its share of associates’ and joint ventures’ 
equity movements as a one line entry under other comprehensive 
income in the statement of comprehensive income
when the group’s interest in an associate or joint venture has been 
reduced to nil because the group’s share of losses exceeds its 
interest in the associate or joint venture the group only provides for 
additional losses to the extent that it has incurred legal or constructive 
obligations to fund such losses or make payments on behalf of the 
associate or joint venture where the investment in an associate or 
joint venture is disposed the investment ceases to be equity accounted
iv transactions with noncontrolling interests
transactions with noncontrolling interests are treated as transactions 
with equity owners of the group for purchases from noncontrolling 
interests the difference between any consideration paid and the 
relevant share acquired of the carrying value of net assets of the 
subsidiary is recorded in equity gains or losses on disposals to 
noncontrolling interests are also recorded in equity where there is 
no loss of control
94 – sabmiller plc annual report 2013 1 accounting policies continued
v reduction in interests
when the group ceases to have control joint control or signiﬁ cant 
inﬂ uence any retained interest in the entity is remeasured to its fair 
value with the change in carrying amount recognised in proﬁ t or loss 
the fair value is the initial carrying amount for the purposes of 
subsequently accounting for the retained interest as an associate 
joint venture or ﬁ nancial asset in addition certain amounts previously 
recognised in other comprehensive income in respect of that entity 
are accounted for as if the group had directly disposed of the related 
assets or liabilities this may mean that certain amounts previously 
recognised in other comprehensive income are reclassiﬁ ed to proﬁ t 
or loss
if the ownership interest in an associate is reduced but signiﬁ cant 
inﬂ uence is retained or if the ownership interest in a joint venture is 
reduced but joint control is retained only the proportionate share of 
the carrying amount of the investment and of the amounts previously 
recognised in other comprehensive income are reclassiﬁ ed to proﬁ t 
or loss where appropriate
f foreign exchange
i foreign exchange translation
items included in the ﬁ nancial 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 ﬁ nancial statements are presented in us dollars 
which is the group’s presentational currency the key exchange 
rates to the us dollar used in preparing the consolidated ﬁ nancial 
statements were as follows
year ended
31 march 2013
year ended
31 march 2012
average rate 
australian dollar aud 097 095
south african rand zar 851 748
colombian peso cop 1796 1831
euro € 078 072
czech koruna czk 1965 1765
peruvian nuevo sol pen 261 273
polish zloty pln 326 299
turkish lira try 180 173
closing rate
australian dollar aud 096 097
south african rand zar 924 767
colombian peso cop 1832 1792
euro € 078 075
czech koruna czk 2007 1852
peruvian nuevo sol pen 259 267
polish zloty pln 326 313
turkish lira try 181 178
the average exchange rates have been calculated based on the 
average of the exchange rates during the relevant year which have 
been weighted according to the phasing of revenue of the group’s 
businesses
ii transactions and balances
the ﬁ nancial statements for each group company have been 
prepared on the basis that transactions in foreign currencies are 
recorded in their functional currency at the rate of exchange ruling at 
the date of the transaction monetary items denominated in foreign 
currencies are retranslated at the rate of exchange ruling at the 
balance sheet date with the resultant translation differences being 
included in operating proﬁ t in the income statement other than those 
arising on ﬁ nancial assets and liabilities which are recorded within net 
ﬁ nance costs and those which are deferred in equity as qualifying 
cash ﬂ ow hedges and qualifying net investment hedges translation 
differences on nonmonetary assets such as equity investments 
classiﬁ ed as available for sale assets are included in other 
comprehensive income
iii overseas subsidiaries associates and joint ventures
oneoff items in the income and cash ﬂ ow statements of overseas 
subsidiaries associates and joint ventures expressed in currencies 
other than the us dollar are translated to us dollars at the rates of 
exchange prevailing on the day of the transaction all other items are 
translated at weighted average rates of exchange for the relevant 
reporting period assets and liabilities of these undertakings are 
translated at closing rates of exchange at each balance sheet date 
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 when a foreign operation is disposed of any 
related exchange differences in equity are reclassiﬁ ed to the income 
statement as part of the gain or loss on disposal
goodwill and fair value adjustments arising on the acquisition of a 
foreign entity are treated as assets and liabilities of the foreign entity 
and translated at the closing rate
iv hyperinﬂ ationary economies
in hyperinﬂ ationary economies when translating the results of 
operations into us dollars adjustments are made to local currency 
denominated nonmonetary assets liabilities income statement and 
equity accounts to reﬂ ect the changes in purchasing power south 
sudan is considered to be a hyperinﬂ ationary economy in the year 
ended 31 march 2013 the effect of inﬂ ation accounting in south 
sudan for the year ended 31 march 2013 was not material
g business combinations
i subsidiaries
the acquisition method is used to account for business 
combinations the identiﬁ able net assets including intangibles are 
incorporated into the ﬁ nancial statements on the basis of their fair 
value from the effective date of control and the results of subsidiary 
undertakings acquired during the ﬁ nancial year are included in the 
group’s results from that date
on the acquisition of a company or business fair values reﬂ ecting 
conditions at the date of acquisition are attributed to the identiﬁ able 
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 ﬂ ows 
to present value using either market rates or the riskfree rates and 
riskadjusted expected future cash ﬂ ows
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 95 notes to the consolidated ﬁ nancial statements
continued
1 accounting policies continued
the consideration transferred is measured as the fair value of the 
assets given equity instruments issued and liabilities incurred or 
assumed at the date of the acquisition and also includes the group’s 
estimate of the fair value of any deferred consideration payable 
acquisitionrelated costs are expensed as incurred where the 
business combination is achieved in stages and results in a change in 
control the acquisition date fair value of the acquirer’s previously held 
equity interest in the acquiree is remeasured to fair value at the 
acquisition date through proﬁ t or loss where the business 
combination agreement provides for an adjustment to the cost that 
is contingent on future events the consideration transferred includes 
the fair value of any asset or liability resulting from a contingent 
consideration arrangement on an acquisition by acquisition basis 
the group recognises any noncontrolling interest in the acquiree 
either at fair value or at the noncontrolling interest’s proportionate 
share of the acquiree’s net assets
ii associates and joint ventures
on acquisition the investment in associates and joint ventures is 
recorded initially at cost subsequently the carrying amount is 
increased or decreased to recognise the group’s share of the 
associates’ and joint ventures’ income and expenses after the 
date of acquisition
fair values reﬂ ecting conditions at the date of acquisition are 
attributed to the group’s share of identiﬁ able assets including 
intangibles liabilities and contingent liabilities acquired the 
consideration transferred is measured as the fair value of the assets 
given equity instruments issued and liabilities incurred or assumed 
at the date of the acquisition and also includes the group’s estimate 
of the fair value of any deferred consideration payable
the date signiﬁ cant inﬂ uence or joint control commences is not 
necessarily the same as the closing date or any other date named 
in the contract
iii  goodwill
goodwill arising on consolidation represents the excess of the 
consideration transferred the amount of any noncontrolling interest 
in the acquiree and the acquisitiondate fair value of any previous 
equity interest in the acquiree over the fair value of the identiﬁ able 
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 identiﬁ able net assets acquired exceeds the fair value 
of the consideration the difference is recognised immediately in the 
income statement
goodwill is stated at cost less impairment losses and is reviewed 
for impairment on an annual basis any impairment identiﬁ ed is 
recognised immediately in the income statement and is not reversed
the carrying amount of goodwill in respect of associates and joint 
ventures is included in the carrying value of the investment in the 
associate or joint venture
h intangible assets
intangible assets are stated at cost less accumulated amortisation 
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 intangible 
assets acquired as part of a business combination are recognised 
at their fair value at the date of acquisition amortisation is included 
within net operating expenses in the income statement internally 
generated intangibles are not recognised except for computer 
software and applied development costs referred to under computer 
software and research and development below
intangible assets with ﬁ nite lives are amortised over their estimated 
useful economic lives and only tested for impairment where there 
is a triggering event the group regularly reviews all of its amortisation 
rates and residual values to take account of any changes in 
circumstances the directors’ assessment of the useful life of 
intangible assets is based on the nature of the asset acquired the 
durability of the products to which the asset attaches and the 
expected future impact of competition on the business
i brands
brands are recognised as an intangible asset where the brand has 
a longterm value acquired brands are only recognised where title 
is clear or the brand could be sold separately from the rest of the 
business and the earnings attributable to it are separately identiﬁ able
acquired brands are amortised in respect of brands currently held 
the amortisation period is 10 to 40 years being the period for which 
the group has exclusive rights to those brands up to a maximum of 
40 years
ii contract brewing and other licences recognised as part 
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
acquired licences or contracts are amortised in respect of licences 
or contracts currently held the amortisation period is the period for 
which the group has exclusive rights to these assets or income 
streams
iii customer lists and distributor relationships recognised 
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
acquired customer lists or distributor relationships are amortised 
in respect of contracts currently held the amortisation period is the 
period for which the group has the beneﬁ t of these assets
iv computer 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 identiﬁ able and unique internally 
generated software products controlled by the group that will 
probably generate economic beneﬁ ts exceeding costs beyond one 
year are capitalised direct costs include software development 
employment costs including those of contractors used capitalised 
interest and an appropriate portion of overheads capitalised 
computer software licence and development costs are amortised 
over their useful economic lives of between three and eight years
internally generated costs associated with maintaining computer 
software programmes are expensed as incurred
96 – sabmiller plc annual report 2013 1 accounting policies continued
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 deﬁ ned project 
separately identiﬁ able expenditure an outcome assessed with 
reasonable certainty in terms of feasibility and commerciality 
expected revenues exceed expected costs and the group has the 
resources to complete the task such assets are amortised on a 
straightline basis over their useful lives once the project is complete
i property plant and equipment
property plant and equipment are stated at cost net of accumulated 
depreciation and any impairment losses
cost includes expenditure that is directly attributable to the 
acquisition of the assets subsequent costs are included in the 
asset’s carrying value or recognised as a separate asset as 
appropriate only when it is probable that future economic beneﬁ ts 
associated with the speciﬁ c asset will ﬂ ow to the group and the cost 
can be measured reliably repairs and maintenance costs are 
charged to the income statement during the ﬁ nancial 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 ﬁ nance leases
assets held under ﬁ nance leases which result in the group bearing 
substantially all the risks and rewards incidental to ownership are 
capitalised as property plant and equipment finance lease assets 
are initially recognised at an amount equal to the lower of their fair 
value and the present value of the minimum lease payments at 
inception of the lease then depreciated over the lower of the lease 
term or their useful lives the capital element of future obligations 
under the leases is included as a liability in the balance sheet 
classiﬁ ed 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 reﬂ ect a constant 
rate of interest on the remaining balance of the obligation for each 
ﬁ nancial period
iii returnable containers
returnable 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 
1 to 10 years
• provisions are made against the deposit values for breakages and 
losses in trade together with a design obsolescence provision held 
to write off the deposit value over the expected container design 
period – which is a period of no more than 14 years from the 
inception of a container design this period is shortened where 
appropriate by reference to market dynamics and the ability of the 
entity to use containers for different brands
iv depreciation
no depreciation is provided on freehold land or assets in the course 
of construction in respect of all other property plant and equipment 
depreciation is provided on a straightline basis at rates calculated to 
write off the cost less the estimated residual value of each asset over 
its expected useful life as follows
freehold buildings 20 – 50 years
leasehold buildings  shorter of the lease term 
or 50 years
plant vehicles and systems 2 – 30 years
returnable containers 
nonreturnable containers 
are recorded as inventory 1 – 14 years
assets held under ﬁ nance leases  lower of the lease term or 
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 proﬁ t or loss on the disposal of an asset is the difference 
between the disposal proceeds and the net book amount
v capitalisation of borrowing costs
financing costs incurred before tax on major capital projects during 
the period of development or construction that necessarily take a 
substantial period of time to be developed for their intended use 
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 amortises them in the income statement over the relevant 
period to which the customer commitment is made typically three to 
ﬁ ve years these prepayments are recorded net of any impairment 
losses
where there is a volume target the amortisation of the advance is 
included in sales discounts as a reduction to revenue and where there 
are speciﬁ c marketing activitiescommitments the amortisation is 
included as an operating expense the amounts capitalised are 
reassessed annually for achievement of targets and are impaired 
where there is objective evidence that the targets will not be achieved
assets held at customer premises are included within property plant 
and equipment and are depreciated in line with group policies on 
similar assets
k inventories
inventories are stated at the lower of cost incurred in bringing each 
product to its present location and condition and net realisable value 
as follows
• raw materials consumables and goods for resale purchase cost 
net of discounts and rebates on a ﬁ rstin ﬁ rstout basis fifo
• finished goods and work in progress raw material cost plus direct 
costs and a proportion of manufacturing overhead expenses on a 
fifo basis
net realisable value is based on estimated selling price less further 
costs expected to be incurred to completion and disposal costs of 
inventories include the transfer from equity of any gains or losses on 
matured qualifying cash ﬂ ow hedges of purchases of raw materials
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 97 notes to the consolidated ﬁ nancial statements
continued
1 accounting policies continued
l financial assets and ﬁ nancial liabilities
financial assets and ﬁ nancial liabilities are initially recorded at fair 
value plus any directly attributable transaction costs except in the 
case of those classiﬁ ed at fair value through proﬁ t or loss for those 
ﬁ nancial instruments that are not subsequently held at fair value the 
group assesses whether there is any objective evidence of 
impairment at each balance sheet date
financial assets are recognised when the group has rights or other 
access to economic beneﬁ ts such assets consist of cash equity 
instruments a contractual right to receive cash or another ﬁ nancial 
asset or a contractual right to exchange ﬁ nancial instruments with 
another entity on potentially favourable terms financial assets are 
derecognised when the right to receive cash ﬂ ows from the asset 
have expired or have been transferred and the group has transferred 
substantially all risks and rewards of ownership
financial liabilities are recognised when there is an obligation to 
transfer beneﬁ ts and that obligation is a contractual liability to deliver 
cash or another ﬁ nancial asset or to exchange ﬁ nancial instruments 
with another entity on potentially unfavourable terms financial 
liabilities are derecognised when they are extinguished that is 
discharged cancelled or expired
if a legally enforceable right exists to set off recognised amounts of 
ﬁ nancial assets and liabilities which are in determinable monetary 
amounts and there is the intention to settle net the relevant ﬁ nancial 
assets and liabilities are offset
interest costs are charged to the income statement in the year in 
which they accrue premiums or discounts arising from the difference 
between the net proceeds of ﬁ nancial instruments purchased or 
issued and the amounts receivable or repayable at maturity are 
included in the effective interest calculation and taken to net ﬁ nance 
costs over the life of the instrument
there are four categories of ﬁ nancial assets and ﬁ nancial liabilities 
these are described as follows
i financial assets and ﬁ nancial liabilities at fair value 
through proﬁ t or loss
financial assets and ﬁ nancial liabilities at fair value through proﬁ t or 
loss include derivative assets and derivative liabilities not designated 
as effective hedging instruments
all gains or losses arising from changes in the fair value of ﬁ nancial 
assets or ﬁ nancial liabilities within this category are recognised in 
the income statement
a derivative ﬁ nancial assets and ﬁ nancial liabilities
derivative ﬁ nancial assets and ﬁ nancial liabilities are ﬁ nancial 
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
derivative ﬁ nancial 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 ﬁ nancial assets with ﬁ xed or 
determinable payments that are not quoted on an active market they 
arise when the group provides money goods or services directly to a 
debtor with no intention of trading the receivable they are included in 
current assets except for maturities of greater than 12 months after 
the balance sheet date which are classiﬁ ed 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 amounts owed by joint ventures – 
trade accrued income and cash and cash equivalents
a trade receivables
trade receivables are initially recognised at fair value and 
subsequently measured at amortised cost less provision 
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 ﬂ ows discounted 
at the original effective interest rate this provision is recognised in the 
income statement
b cash and cash equivalents
in the consolidated balance sheet cash and cash equivalents 
includes cash in hand bank deposits repayable on demand and other 
shortterm highly liquid investments with original maturities of three 
months or less in the consolidated cash ﬂ ow statement cash and 
cash equivalents also includes bank overdrafts which are shown 
within borrowings in current liabilities on the balance sheet
iii available for sale investments
available for sale investments are nonderivative ﬁ nancial assets that 
are either designated in this category or not classiﬁ ed as ﬁ nancial 
assets at fair value through proﬁ t or loss 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 other comprehensive income on disposal or 
impairment of available for sale investments any gains or losses in 
other comprehensive income are reclassiﬁ ed to the income statement
purchases and sales of investments are recognised on the date on 
which the group commits to purchase or sell the asset investments 
are derecognised when the rights to receive cash ﬂ ows from the 
investments have expired or have been transferred and the group has 
transferred substantially all risks and rewards of ownership
98 – sabmiller plc annual report 2013 1 accounting policies continued
iv financial liabilities held at amortised cost
financial liabilities held at amortised cost include trade payables 
accruals amounts owed to associates amounts owed to joint 
ventures – trade other payables and borrowings
a trade payables
trade payables are initially recognised at fair value and subsequently 
measured at amortised cost using the effective interest method 
trade payables are analysed between current and 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 transaction 
costs and are subsequently stated at amortised cost and include 
accrued interest and prepaid interest borrowings are classiﬁ ed 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 classiﬁ ed 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 ﬂ ow 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 ﬁ nancial 
assets see note l noncurrent assets classiﬁ ed 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 value in use is determined by discounting 
the future posttax cash ﬂ ows generated from continuing use of the 
cash generating unit cgu using a posttax discount rate as this 
closely approximates to applying pretax discount rates to pretax 
cash ﬂ ows where a potential impairment is identiﬁ ed using posttax 
cash ﬂ ows and posttax discount rates the impairment review is 
reperformed on a pretax basis in order to determine the impairment 
loss to be recorded
where the asset does not generate cash ﬂ ows that are independent 
from the cash ﬂ ows of other assets the group estimates the 
recoverable amount of the cgu to which the asset belongs for the 
purpose of conducting impairment reviews cgus are considered to 
be groups of assets that have separately identiﬁ able cash ﬂ ows they 
also include those assets and liabilities directly involved in producing 
the income and a suitable proportion of those used to produce more 
than one income stream
an impairment loss is held ﬁ rstly against any speciﬁ cally impaired 
assets where an impairment is recognised against a cgu the 
impairment is ﬁ rst 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
goodwill is 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
n noncurrent assets or disposal groups held for sale
noncurrent assets and all assets and liabilities classiﬁ ed as held for 
sale are measured at the lower of carrying value and fair value less 
costs to sell
such assets are classiﬁ ed 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 classiﬁ cation
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 beneﬁ ts 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 reﬂ ect 
the passage of time and the unwinding of the discount and the 
movement is recognised in the income statement within net 
ﬁ nance costs
restructuring provisions comprise lease termination penalties and 
employee termination payments provisions are not recognised for 
future operating losses provisions are recognised for onerous 
contracts where the unavoidable cost exceeds the expected beneﬁ t
p share capital
ordinary shares are classiﬁ ed as equity incremental costs directly 
attributable to the issue of new shares or options are shown in equity 
as a deduction net of tax from the proceeds
q investments in own shares treasury and shares held by 
employee beneﬁ t trusts
shares held by employee share ownership plans employee beneﬁ t 
trusts and in treasury are treated as a deduction from equity until the 
shares are cancelled reissued or disposed
purchases of such shares are classiﬁ ed in the cash ﬂ ow statement as 
a purchase of own shares for share trusts or purchase of own shares 
for treasury within net cash from ﬁ nancing activities
where such shares are subsequently sold or reissued any 
consideration received net of any directly attributable incremental 
costs and related tax effects is included in equity attributable to the 
company’s equity shareholders
r revenue recognition
i sale of goods and services
revenue represents the fair value of consideration received or 
receivable for goods and services provided to third parties and is 
recognised when the risks and rewards of ownership are substantially 
transferred
the group presents revenue gross of excise duties because unlike 
value added tax excise is not directly related to the value of sales it is 
not generally recognised as a separate item on invoices increases in 
excise are not always directly passed on to customers and the group 
cannot reclaim the excise where customers do not pay for product 
received the group therefore considers excise as a cost to the group 
and reﬂ ects it as a production cost consequently any excise that is 
recovered in the sale price is included in revenue
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 99 notes to the consolidated ﬁ nancial statements
continued
1 accounting policies continued
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 
ﬂ ows at the original effective interest rate and continuing to unwind 
the discount as interest income
iii royalty income
royalty income is recognised on an accruals basis in accordance 
with the relevant agreements and is included in other income
iv dividend income
dividend income is recognised when the right to receive payment is 
established
s operating leases
rentals paid and incentives received on operating leases are charged 
or credited to the income statement on a straightline basis over the 
lease term
t exceptional items
where certain expense or income items recorded in a period are 
material by their size or incidence the group reﬂ ects such items as 
exceptional items within a separate line on the income statement 
except for those exceptional items that relate to associates joint 
ventures net ﬁ nance costs and tax associates’ and joint ventures’ 
net ﬁ nance costs and tax exceptional items are only referred to in 
the notes to the consolidated ﬁ nancial statements
exceptional items are also summarised in the segmental analyses 
excluding those that relate to net ﬁ nance costs and tax
the group presents alternative earnings per share calculations on a 
headline and adjusted basis the adjusted earnings per share ﬁ gure 
excludes the impact of amortisation of intangible assets excluding 
computer software certain nonrecurring items and posttax 
exceptional items in order to present an additional measure of 
performance for the years shown in the consolidated ﬁ nancial 
statements headline earnings per share is calculated in accordance 
with the south african circular 32012 entitled ‘headline earnings’ 
which forms part of the listing requirements for the jse ltd jse
u taxation
the tax expense for the period comprises current and deferred tax 
tax is recognised in the income statement except to the extent that it 
relates to items recognised in other comprehensive income or directly 
in equity in which case it is recognised in other comprehensive 
income or directly in equity respectively
current tax expense is based on the results for the period as adjusted 
for items that are not taxable or not deductible the 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
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 ﬁ nancial 
statements except where the temporary difference arises from 
goodwill in the case of deferred tax liabilities or from the initial 
recognition other than a business combination of other assets and 
liabilities in a transaction that affects neither accounting nor taxable 
proﬁ t
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 
associates and joint ventures except where the timing of the reversal 
of the temporary difference is controlled by the group and it is 
probable that the temporary difference will not reverse in the 
foreseeable future this includes taxation in respect of the retained 
earnings of overseas subsidiaries only to the extent that at the 
balance sheet date dividends have been accrued as receivable or 
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 and joint ventures as the group is not able to determine 
when such earnings will be remitted and when such additional tax 
such as withholding taxes might be payable
a net deferred tax asset is regarded as recoverable and therefore 
recognised only when on the basis of all available evidence it is 
probable that future taxable proﬁ t 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 ﬁ nancial statements 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
w employee beneﬁ ts
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 beneﬁ ts are earned and not when these beneﬁ ts 
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 reﬂ ect the future payment dates at 
discount rates determined by reference to local highquality 
corporate bonds
100 – sabmiller plc annual report 2013 1 accounting policies continued
iii proﬁ tsharing and bonus plans
the group recognises a liability and an expense for bonuses and 
proﬁ tsharing based on a formula that takes into consideration 
the proﬁ t 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 midyear 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 and a cashsettled sharebased 
compensation plan
the equitysettled plans comprise share option plans with and without 
market performance conditions attached performance share award 
plans with market conditions attached and awards related to the 
employee element of the broadbased black economic empowerment 
bbbee scheme in south africa 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 a corresponding 
adjustment is 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 
in addition the group has granted an equitysettled sharebased 
payment to retailers in relation to the retailer element of the bbbee 
scheme a oneoff charge has been recognised based on the fair 
value at the grant date with a corresponding adjustment to equity 
the charge will not be adjusted in the future
the charges are based on the fair value of the awards as at the date 
of grant as calculated by various binomial model calculations and 
monte carlo simulations
the charges are not reversed if the options and awards are not 
exercised because the market value of the shares is lower than 
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
for the cashsettled plan a liability is recognised at fair value in the 
balance sheet over the vesting period with a corresponding charge 
to the income statement the liability is remeasured at each reporting 
date on an actuarial basis using the analytic method to reﬂ ect the 
revised fair value and to adjust for changes in assumptions such as 
leavers changes in the fair value of the liability are recognised in the 
income statement actual settlement of the liability will be at its 
intrinsic value with the difference recognised in the income statement
v pension obligations
the group has both deﬁ ned beneﬁ t and deﬁ ned contribution plans
the liability recognised in the balance sheet in respect of deﬁ ned 
beneﬁ t pension plans is the present value of the deﬁ ned beneﬁ t 
obligation at the balance sheet date less the fair value of plan assets 
together with adjustments for unrecognised past service costs 
the deﬁ ned beneﬁ t obligation is calculated annually by independent 
actuaries using the projected unit credit method the present value 
of the deﬁ ned beneﬁ t obligation is determined by discounting the 
estimated future cash outﬂ ows using interest rates of highquality 
corporate bonds that are denominated in the currency in which the 
beneﬁ ts will be paid and that have terms to maturity approximating to 
the terms of the related pension liability
actuarial gains and losses arising from experience adjustments and 
changes in actuarial assumptions are recognised in full as they arise 
outside of the income statement and are charged or credited to 
equity in other comprehensive income in the period in which they 
arise with the exception of gains or losses arising from changes in 
the beneﬁ ts regarding past services which are recognised in the 
income statement
past service costs are recognised immediately in the income 
statement unless the changes to the pension plan are conditional on 
the employees remaining in service for a speciﬁ ed period of time the 
vesting period in this case the past service costs are amortised on 
a straightline basis over the vesting period
the contributions to deﬁ ned contribution plans are recognised as 
an expense as the costs become payable the contributions are 
recognised as employee beneﬁ t 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 beneﬁ ts 
to qualifying employees the expected costs of these beneﬁ ts are 
assessed in accordance with the advice of qualiﬁ ed actuaries and 
contributions are made to the relevant funds over the expected 
service lives of the employees entitled to those funds actuarial gains 
and losses arising from experience adjustments and changes in 
actuarial assumptions are recognised in full as they arise outside the 
income statement and are charged or credited to equity in other 
comprehensive income in the period in which they arise these 
obligations are valued annually by independent qualiﬁ ed actuaries
vii t erminat ion beneﬁ ts
termination beneﬁ ts are payable when employment is terminated 
before the normal retirement date or whenever an employee accepts 
voluntary redundancy in exchange for these beneﬁ ts the group 
recognises termination beneﬁ ts 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 beneﬁ ts as a result of an offer made to encourage 
voluntary redundancy beneﬁ ts falling due more than 12 months 
after balance sheet date are discounted to present value in a similar 
manner to all longterm employee beneﬁ ts
x derivative ﬁ nancial instruments – hedge accounting
financial assets and ﬁ nancial liabilities at fair value through proﬁ t 
or loss include all derivative ﬁ nancial instruments the derivative 
instruments used by the group which are used solely for hedging 
purposes ie to offset foreign exchange commodity price and 
interest rate risks comprise interest rate swaps cross currency 
swaps forward foreign exchange contracts commodity contracts 
and other speciﬁ c instruments as necessary under the approval of the 
board such derivative instruments are used to alter the risk proﬁ le 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
 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 101 notes to the consolidated ﬁ nancial statements
continued
1 accounting policies continued
in order to qualify for hedge accounting the group is required to 
document at inception the relationship between the hedged item and 
the hedging instrument as well as its risk management objectives and 
strategy for undertaking hedging transactions the group is also 
required to document and demonstrate that the relationship between 
the hedged item and the hedging instrument will be highly effective 
this effectiveness test is reperformed at each period end to ensure 
that the hedge has remained and will continue to remain highly 
effective
the group designates certain derivatives as either hedges of the fair 
value of recognised assets or liabilities or a ﬁ rm commitment fair 
value hedge hedges of highly probable forecast transactions or 
commitments cash ﬂ ow hedge or hedges of net investments in 
foreign operations net investment hedge
i fair value hedges
fair value hedges comprise derivative ﬁ nancial instruments 
designated in a hedging relationship to manage the group’s interest 
rate risk and foreign exchange risk to which the fair value of certain 
assets and liabilities are exposed changes in the fair value of the 
derivative offset the relevant changes in the fair value of the underlying 
hedged item attributable to the hedged risk in the income statement 
in the period incurred
gains or losses on fair value hedges that are regarded as highly 
effective are recorded in the income statement together with the 
gain or loss on the hedged item attributable to the hedged risk
ii cash ﬂ ow hedges
cash ﬂ ow hedges comprise derivative ﬁ nancial instruments 
designated in a hedging relationship to manage currency and interest 
rate risk to which the cash ﬂ ows of certain liabilities are exposed 
the effective portion of changes in the fair value of the derivative that 
is designated and qualiﬁ es for hedge accounting is recognised in 
other comprehensive income the ineffective portion is recognised 
immediately in the income statement amounts accumulated in equity 
are reclassiﬁ ed to the income statement in the period in which the 
hedged item affects proﬁ t or loss however where a forecasted 
transaction results in a nonﬁ nancial asset or liability the accumulated 
fair value movements previously deferred in equity are included in the 
initial cost of the asset or liability
iii hedges of net investments in foreign operations
hedges of net investments in foreign operations comprise either 
foreign currency borrowings or derivatives typically forward 
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 other comprehensive income these 
largely offset foreign currency gains or losses arising on the 
translation of net investments that are recorded in equity in the 
foreign currency translation reserve the ineffective portion of gains 
or losses on hedging instruments is recognised immediately in the 
income statement amounts accumulated in equity are only 
reclassiﬁ ed to the income statement upon disposal of the net 
investment
where a derivative ceases to meet the criteria of being a hedging 
instrument or the underlying exposure which it is hedging is sold 
matures or is extinguished hedge accounting is discontinued and 
amounts previously recorded in equity are reclassiﬁ ed to the income 
statement a similar treatment is applied where the hedge is of a 
future transaction and that transaction is no longer likely to occur 
when the hedge is discontinued due to ineffectiveness hedge 
accounting is discontinued prospectively
certain derivative instruments while providing effective economic 
hedges under the 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 ﬁ nancial instruments for speculative purposes
y  deposits by customers
returnable containers in circulation are recorded within property 
plant and equipment and a corresponding liability is recorded in 
respect of the obligation to repay the customers’ deposits deposits 
paid by customers for branded returnable containers are reﬂ ected in 
the balance sheet within current liabilities any estimated liability that 
may arise in respect of deposits for unbranded containers is shown 
in provisions
z  earnings per share
basic earnings per share represents the proﬁ t 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 beneﬁ t trusts and in treasury 
during the year
diluted earnings per share represents the proﬁ t on ordinary activities 
after taxation attributable to the equity shareholders of the parent 
divided by the weighted average number of ordinary shares in issue 
during the year less the weighted average number of ordinary shares 
held in the group’s employee beneﬁ t trusts and in treasury during the 
year plus the weighted average number of dilutive shares resulting 
from share options and other potential ordinary shares outstanding 
during the year
102 – sabmiller plc annual report 2013 2 segmental analysis  
operating segments reﬂ ect the management structure of the group and the way performance is evaluated and resources allocated based 
on group revenue and ebita by the group’s chief operating decision maker deﬁ ned as the executive directors the group is focused 
geographically and while not meeting the deﬁ nition of reportable segments the group reports separately as segments south africa 
hotels and gaming and corporate as this provides useful additional information
the segmental information presented below includes the reconciliation of gaap measures presented on the face of the income statement 
to nongaap measures which are used by management to analyse the group’s performance
income statement
group
revenue 
2013
usm
ebita
2013
usm
group
revenue
2012
usm
ebita
2012
usm
latin america 7821  2112  7158  1865 
europe 5767  784  5482  836 
north america 5355  771  5250  756 
africa 3853  838  3686  743 
asia paciﬁ c 5685  855  3510  321 
south africa 6006  1263  6302  1303 
–  beverages 5540  1129  5815  1168 
–  hotels and gaming 466  134 487  135 
corporate –  202 –  190
34487 6421 31388 5634
amortisation of intangible assets excluding computer software – group and share of associates’ 
and joint ventures’ 483 264
exceptional items in operating proﬁ t – group and share of associates’ and joint ventures’ 205 1015 
net ﬁ nance costs – group and share of associates’ and joint ventures’ 
excluding exceptional items 779 570
share of associates’ and joint ventures’ taxation 164 170
share of associates’ and joint ventures’ noncontrolling interests 78 42
proﬁ t before taxation 4712  5603 
group revenue including associates and joint ventures
with the exception of south africa hotels and gaming all reportable segments derive their revenues from the sale of beverages revenues are 
derived from a large number of customers which are internationally dispersed with no customers being individually material
revenue
2013
usm
share of 
associates’ 
and joint 
ventures’ 
revenue
2013
usm
group
revenue 
2013
usm
revenue
2012
usm
share of
associates’
and joint
 ventures’
revenue
2012
usm
group 
revenue
2012
usm
latin america 7821 –  7821  7148  10  7158 
europe 4292  1475  5767  5347  135  5482 
north america 141  5214  5355  134  5116  5250 
africa 2267  1586  3853  2299  1387  3686 
asia paciﬁ c 3797  1888  5685  1682  1828  3510 
south africa 4895  1111  6006  5150  1152  6302 
–  beverages 4895  645  5540  5150  665  5815 
–  hotels and gaming –  466  466 –  487  487 
23213 11274 34487 21760 9628 31388
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 103 notes to the consolidated ﬁ nancial statements
continued
2 segmental analysis continued
operating proﬁ t
the following table provides a reconciliation of operating proﬁ t to operating proﬁ t before exceptional items
operating
proﬁ t
2013
usm
exceptional 
items
2013
usm
operating
proﬁ t before
 exceptional
 items
2013
usm
operating
proﬁ t
2012
usm
exceptional
items
2012
usm
operating
proﬁ t before
 exceptional
 items
2012
usm
latin america 1920  63  1983  1617  119  1736 
europe 588  64  652  1939  1135 804 
north america 7  –  7  –  –  – 
africa 518  79 439  584  162 422 
asia paciﬁ c 358  104  462  54  70  124 
south africa beverages 1040  22  1062  1050  41  1091 
corporate 228 26  202 231 41  190
 4203  200  4403  5013  1026 3987 
ebita segment result
this comprises operating proﬁ t before exceptional items amortisation of intangible assets excluding computer software and includes the 
group’s share of associates’ and joint ventures’ operating proﬁ t on a similar basis the following table provides a reconciliation of operating 
proﬁ t before exceptional items to ebita
operating
proﬁ t
before
exceptional
items
2013
usm
share of 
associates’ 
and joint 
ventures’ 
operating 
proﬁ t before 
exceptional 
items
2013
usm
amortisation 
of intangible 
assets 
excluding 
computer 
software
– group and 
share of 
associates’ 
and joint 
ventures’
2013
usm
ebita
2013
usm
operating
proﬁ t
before
exceptional
items
2012
usm
share of 
associates’ 
and joint 
ventures’ 
operating 
proﬁ t before 
exceptional 
items
2012
usm
amortisation 
of intangible 
assets 
excluding 
computer 
software
– group and 
share of 
associates’ 
and joint 
ventures’
2012
usm
ebita
2012
usm
latin america 1983  –  129  2112  1736  –  129  1865 
europe 652  76  56  784  804  11  21  836 
north america 7  721  43  771  –  711  45  756 
africa 439  392  7  838  422  318  3  743 
asia paciﬁ c 462  156  237  855  124  132  65  321 
south africa 1062  190  11  1263  1091  211  1  1303 
–  beverages 1062  67  –  1129  1091  77  –  1168 
–  hotels and gaming –  123  11  134  –  134  1  135 
corporate 202 –  –  202 190 –  –  190
 4403  1535  483  6421  3987  1383  264  5634 
the group’s share of associates’ and joint ventures’ operating proﬁ t is reconciled to the share of posttax results of associates and joint 
ventures in the income statement as follows
2013
usm
2012
usm
share of associates’ and joint ventures’ operating proﬁ t before exceptional items 1535  1383 
share of associates’ and joint ventures’ exceptional items in operating proﬁ t 5 11 
share of associates’ and joint ventures’ net ﬁ nance costs 44 30
share of associates’ and joint ventures’ taxation 164 170
share of associates’ and joint ventures’ noncontrolling interests 78 42
share of posttax results of associates and joint ventures 1244  1152 
104 – sabmiller plc annual report 2013 2 segmental analysis continued
ebitda
the following table provides a reconciliation of ebitda the net cash generated from operations before working capital movements to adjusted 
ebitda a reconciliation of proﬁ t for the year for the group to ebitda after cash exceptional items for the group can be found in note 27a
ebitda 
2013
usm
cash 
exceptional
 items
2013
usm
dividends
received
from
millercoors
2013
usm
adjusted
ebitda
2013
usm
ebitda 
2012
usm
cash 
exceptional
items
2012
usm
dividends
received
from
millercoors
2012
usm
adjusted
ebitda
2012
usm
latin america 2382  61  –  2443  2068  112  –  2180 
europe 884  61  –  945  1067  58  –  1125 
north america 29  –  886  915  22  –  896  918 
africa 583  –  –  583  564  13  –  577 
asia paciﬁ c 754  34  –  788  159  88  –  247 
south africa beverages 1257  10  –  1267  1267  13  –  1280 
corporate 131 25  –  106 168 24  –  144
 5758  191  886  6835  4979  308  896  6183 
other segmental information
capital 
expenditure 
excluding 
investment 
activity¹
2013
usm
investment 
activity
2
2013
usm
total
2013
usm
capital 
expenditure 
excluding 
investment 
activity
1
2012
usm
investment 
activity
2
2012
usm
total
2012
usm
latin america 528  –  528  522  34 488 
europe 216  –  216  324  17  341 
north america –  272  272  –  288  288 
africa 391  29  420  398  82 316 
asia paciﬁ c 88  78 10  69  10931  11000 
south africa 228  –  228  284  –  284 
–  beverages 228  –  228  284  –  284 
–  hotels and gaming –  –  –  –  –  – 
corporate 28  5 23  42  1  43 
 1479  218  1697  1639  11121  12760 
1
 capital expenditure includes additions of intangible assets excluding goodwill and property plant and equipment
2
 investment activity includes acquisitions and disposals of businesses net investments in associates and joint ventures purchases of shares in noncontrolling interests and purchases 
and disposals of available for sale investments
depreciation and 
amortisation
2013
usm
2012
usm
latin america 467  445 
europe 226  298 
africa 104  128 
asia paciﬁ c 316  117 
south africa beverages 172  168 
corporate 32  26 
 1317  1182 
depreciation and amortisation exclude amounts relating to impairment charges
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 105 notes to the consolidated ﬁ nancial statements
continued
2 segmental analysis continued
geographical information
the uk is the parent company’s country of domicile those countries which account for more than 10 of the group’s total revenue andor 
noncurrent assets are considered individually material and are reported separately below
revenue
2013
usm
2012
usm
uk 378  359 
australia 3064  1025 
colombia 3742  3481 
south africa 4896  5150 
usa 129  124 
rest of world 11004  11621 
 23213  21760 
noncurrent assets
2013
usm
2012
1
usm
uk 388  354 
australia 14351  14511 
colombia 8465  8727 
south africa 2368  2760 
usa 5804  5777 
rest of world 18409  18020 
 49785  50149 
1
 as restated see note 28
noncurrent assets by location exclude amounts relating to derivative ﬁ nancial instruments and deferred tax assets
106 – sabmiller plc annual report 2013 3 net operating expenses
2013
usm
2012
usm
cost of inventories recognised as an expense 5043  5049 
– changes in inventories of ﬁ nished goods and work in progress 93  18 
–  raw materials and consumables used 4950  5031 
excise duties¹ 5755  5047 
employee costs see note 6a 2693  2502 
depreciation of property plant and equipment 867  909 
–  containers 226  237 
–  other 641  672 
net proﬁ t on disposal of businesses 79 1242
proﬁ t on disposal of investment in associate –  103
gain on dilution of investment in associate 4 – 
gain on remeasurement of existing interest in joint venture on acquisition –  66
lossproﬁ t on disposal of property plant and equipment 13  15
amortisation of intangible assets 450  273 
–  intangible assets excluding computer software 394  218 
–  computer software 56  55 
other expenses 4634  4906 
–  selling marketing and distribution costs 2582  2562 
–  repairs and maintenance expenditure on property plant and equipment 333  325 
–  impairment of goodwill 11  – 
–  impairment of property plant and equipment 39  – 
–  impairment of trade and other receivables 23  25 
–  operating lease rentals – land and buildings 64  60 
–  operating lease rentals – plant vehicles and systems 95  84 
–  research and development expenditure 4  7 
–  acquisitionrelated costs –  109 
–  other operating expenses 1483 1734 
total net operating expenses by nature 19372  17260 
other income 362 513
–  revenue received from royalties 55 43
–  dividends received from investments 1 1
–  other operating income 306 469
net operating expenses 19010  16747 
1
 excise duties of us5755 million 2012 us5047 million have been incurred during the year as follows latin america us2019 million 2012 us1843 million europe us995 million 
2012 us1204 million north america us4 million 2012 us3 million africa us418 million 2012 us408 million asia paciﬁ c us1369 million 2012 us626 million and south 
africa us950 million 2012 us963 million the group’s share of millercoors’ excise duties incurred during the year was us695 million 2012 us703 million
foreign exchange differences recognised in the proﬁ t for the year except for those arising on ﬁ nancial instruments measured at fair value under 
ias 39 were a loss of us14 million 2012 us27 million
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 107 notes to the consolidated ﬁ nancial statements
continued
3 net operating expenses continued
the following fees were paid to a number of different accounting ﬁ rms as auditors of various parts of the group
2013
usm
2012
usm
group auditors
fees payable to the company’s auditor and its associates for the audit of parent company 
and consolidated ﬁ nancial statements 2  3 
fees payable to company’s auditor and its associates for other services
the audit of the company’s subsidiaries 9  8 
total audit fees payable to the company’s auditor 11 11
auditrelated assurance services 1  2 
taxation compliance services 1  1 
taxation advisory services 1  6 
services relating to corporate ﬁ nance transactions –  3 
other nonaudit services
services relating to information technology
1
 1  4 
other 1  2 
total fees payable to the company’s auditor 16  29 
other audit ﬁ rms
fees payable to other auditor ﬁ rms for
the audit of the company’s subsidiaries 1  1 
taxation advisory services 3  2 
services relating to corporate ﬁ nance transactions –  1 
internal audit services 1  1 
other nonaudit services
services relating to information technology
1
 12  8 
other 12  7 
total fees payable to other audit ﬁ rms 29  20 
1
 principally relating to the business capability programme
4 exceptional items
2013
usm
2012
usm
exceptional items included in operating proﬁ t 
net proﬁ t on disposal of businesses 79  1248 
business capability programme costs 141 235
integration and restructuring costs 91 60
impairments 30 – 
broadbased black economic empowerment scheme charges 17 29
proﬁ t on disposal of investment in associate –  103 
gain on remeasurement of existing interest in joint venture on acquisition –  66 
litigation –  42 
transactionrelated costs –  109
net exceptional lossesgains included within operating proﬁ t 200 1026 
exceptional items included in net ﬁ nance costs
litigationrelated ﬁ nance income –  4 
transactionrelated net ﬁ nance costs –  26
net exceptional losses included within net ﬁ nance costs –  22
share of associates’ and joint ventures’ exceptional items
impairments 5 35
proﬁ ts on transactions in associates –  46 
share of associates’ and joint ventures’ exceptional lossesgains 5 11 
noncontrolling interests’ share of associates’ and joint ventures’ exceptional lossesgains 2  – 
group’s share of associates’ and joint ventures’ exceptional lossesgains 3 11 
net taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ 
exceptional items 20  24 
108 – sabmiller plc annual report 2013 4 exceptional items continued
exceptional items included in operating proﬁ t
net proﬁ t on disposal of businesses
during 2013 an additional proﬁ t of us79 million was realised in africa in relation to the disposal in the prior year of the group’s angolan operations 
in exchange for a 275 interest in bih angola following the successful resolution of certain matters leading to the release of provisions
in 2012 a proﬁ t of us1195 million arose in europe on the disposal of the group’s russian and ukrainian businesses in exchange for a 24 
interest in the enlarged anadolu efes group a proﬁ t of us67 million arose in africa on the disposal of the group’s angolan operations in 
exchange for a 275 interest in bih angola partially offset by a loss of us14 million incurred in europe primarily in relation to the recycling 
of the foreign currency translation reserve on the disposal of the distribution business in italy   
business capability programme costs
the business capability programme will streamline ﬁ nance human resources and procurement activities through the deployment of global 
systems and introduce common sales distribution and supply chain management systems costs of us141 million have been incurred in 
the year 2012 us235 million
integration and restructuring costs
during 2013 us74 million of integration and restructuring costs were incurred in asia paciﬁ c following the foster’s and the paciﬁ c beverages 
acquisitions including the closure of certain beverage lines and us17 million of restructuring costs were incurred in south africa beverages
in 2012 us34 million of restructuring costs were incurred in latin america principally in ecuador peru and the regional ofﬁ ce and 
us26 million of integration costs were incurred in asia paciﬁ c following the foster’s and paciﬁ c beverages acquisitions
impairments
during 2013 a us30 million 2012 usnil impairment charge was incurred in respect of the vietnam business in asia paciﬁ c the impairment 
charge comprised us11 million against goodwill and us19 million against property plant and equipment
broadbased black economic empowerment scheme charges
us17 million 2012 us29 million of charges have been incurred in relation to the broadbased black economic empowerment bbbee 
scheme in south africa this represents the continuing ifrs 2 sharebased payment charge in respect of the employee element of 
the scheme
proﬁ t on disposal of investment in associate
in 2012 a proﬁ t of us103 million was realised on the disposal of the group’s investment in its associate kenya breweries ltd in africa
gain on remeasurement of existing interest in joint venture on acquisition
in 2012 the group acquired the remaining 50 interest which it did not already own in paciﬁ c beverages from cocacola amatil limited 
this resulted in a us66 million gain arising on the remeasurement to fair value of the group’s existing interest
litigation
in 2012 in europe a us42 million antitrust ﬁ ne paid by grolsch prior to its acquisition by sabmiller plc was annulled by the eu general court 
and the payment refunded
transactionrelated costs
in 2012 costs of us109 million were incurred in relation to the foster’s transaction
exceptional items included in net ﬁ nance costs
litigationrelated interest income
in 2012 us4 million of interest was received in relation to the refund of the antitrust ﬁ ne in europe
transactionrelated net ﬁ nance costs
in 2012 net costs of us26 million were incurred primarily related to the foster’s transaction and included fees relating to ﬁ nancing facilities 
and premiums on derivative instruments which were partially offset by mark to market gains on derivative ﬁ nancial instruments taken out in 
anticipation of the transaction and where hedge accounting could not be applied
share of associates’ and joint ventures’ exceptional items
impairments
during 2013 an impairment of a soft drinks plant in bih angola amounted to us5 million after taking account of noncontrolling interests 
the group’s share was us3 million
in 2012 the group’s share of millercoors’ impairment of the sparks brand amounted to us35 million
proﬁ ts on transactions in associates
in 2012 tsogo sun released deferred consideration relating to a prior acquisition of which the group’s share was us13 million us10 million 
proﬁ t arose on tsogo sun’s fair value accounting on the change in control on the acquisition of the outstanding stake in the formula 1 chain 
and a us23 million proﬁ t arose in africa being the group’s share of castel’s proﬁ t on disposal of its subsidiary in nigeria
net taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ exceptional items
net taxation credits of us20 million 2012 us24 million arose in relation to exceptional items during the year and include usnil 
2012 us13 million in relation to millercoors although the tax credit is recognised in miller brewing company see note 7
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 109 notes to the consolidated ﬁ nancial statements
continued
5 net ﬁ nance costs
2013
usm
2012
usm
a finance costs
interest payable on bank loans and overdrafts 183  170 
interest payable on derivatives 255  156 
interest payable on corporate bonds 677  463 
interest element of ﬁ nance lease payments 1  1 
net exchange losses on ﬁ nancing activities 25  13 
fair value losses on ﬁ nancial instruments
–  fair value losses on standalone derivative ﬁ nancial instruments 220  144 
–  ineffectiveness of net investment hedges¹ –  4 
exceptional interest payable and similar charges¹ –  96 
other ﬁ nance charges 56  46 
total ﬁ nance costs 1417  1093 
b  finance income 
interest receivable 39  55 
interest receivable on derivatives 355  226 
fair value gains on ﬁ nancial instruments
–  fair value gains on standalone derivative ﬁ nancial instruments 272  170 
–  fair value gains on dividendrelated derivatives¹ 10  3 
net exchange gains on dividends¹ 2  3 
exceptional interest receivable and similar income¹ –  74 
other ﬁ nance income 4  – 
total ﬁ nance income 682  531 
net ﬁ nance costs 735  562 
1
 these items have been excluded from the determination of adjusted earnings per share adjusted net ﬁ nance costs are therefore us747 million 2012 us542 million
refer to note 22 – financial risk factors for interest rate risk information
6 employee and key management compensation costs
a  employee costs
2013
usm
2012
usm
wages and salaries 2154  2038 
sharebased payments 201  161 
social security costs 215  193 
pension costs 128  112 
postretirement beneﬁ ts other than pensions 11  13 
 2709  2517 
of the us2709 million employee costs shown above us16 million 2012 us15 million has been capitalised within intangible assets and 
property plant and equipment
110 – sabmiller plc annual report 2013 6 employee and key management compensation costs continued
b  employee numbers
the average monthly number of employees are shown on a fulltime equivalent basis excluding employees of associated and joint venture 
undertakings and including executive directors
2013
number
2012
number
latin america 29882  26933 
europe 10489  14095 
north america 82  76 
africa 12652  13596 
asia paciﬁ c 5128  3804 
south africa 11438  11939 
corporate 815  701 
 70486  71144 
c  key management compensation
the directors of the group and members of the executive committee excom are deﬁ ned as key management at 31 march 2013 there were 
26 2012 27 key management
2013
usm
2012
usm
salaries and shortterm employee beneﬁ ts 34  32 
postemployment beneﬁ ts 2  2 
sharebased payments 61  36 
 97  70 
d  directors
2013
usm
2012
usm
aggregate emoluments £6689562 2012 £6087153 11  10 
aggregate gains made on the exercise of share options or vesting of share awards 12  15 
notional contributions to unfunded retirement beneﬁ ts scheme £767000 2012 £562679 1  1 
 24  26 
at 31 march 2013 two directors 2012 one had retirement beneﬁ ts accruing under money purchase pension schemes company contributions 
to money purchase pension schemes during the year amounted to £11364 2012 £nil
full details of individual directors’ remuneration are given in the directors’ remuneration report on pages 66 to 85
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 111 notes to the consolidated ﬁ nancial statements
continued
7 taxation
2013
usm
2012
usm
current taxation 1118  957 
–  charge for the year  1131  986 
–  adjustments in respect of prior years 13 29
withholding taxes and other remittance taxes 170  137 
total current taxation 1288  1094 
deferred taxation 87 32 
–  creditcharge for the year 28 60 
–  adjustments in respect of prior years 5  3
–  rate change 64 25
taxation expense 1201  1126 
tax credit relating to components of other comprehensive loss is as follows
deferred tax credit on actuarial gains and losses 28 71
deferred tax credit on ﬁ nancial instruments 6 30
 34 101
total current tax 1288  1094 
total deferred tax 121 69
total taxation 1167  1025 
effective tax rate  270  275 
uk taxation included in the above
current taxation – –
withholding taxes and other remittance taxes 133 39
total current taxation 133 39
deferred taxation 24 24
uk taxation expense 157 15
see the ﬁ nancial deﬁ nitions section for the deﬁ nition of the effective tax rate the calculation is on a basis consistent with that used in prior 
years and is also consistent with other group operating metrics tax on amortisation of intangible assets excluding computer software was 
us135 million 2012 us72 million
millercoors is not a taxable entity the tax balances and obligations therefore remain with miller brewing company as a 100 subsidiary of the 
group this subsidiary’s tax charge includes tax including deferred tax on the group’s share of the taxable proﬁ ts of millercoors and includes 
tax in other comprehensive income on the group’s share of millercoors’ taxable items included within other comprehensive income
tax rate reconciliation
2013
usm
2012
usm
proﬁ t before taxation 4712  5603 
less share of posttax results of associates and joint ventures 1244 1152
 3468  4451 
tax charge at standard uk rate of 24 2012 26 832  1157 
exempt income 242 413
other incentive allowances 20 63
expenses not deductible for tax purposes 157  47 
deferred tax asset not recognised 51  30 
initial recognition of deferred taxation 28  10
tax impact of millercoors joint venture 180  179 
withholding taxes and other remittance taxes 170  137 
other taxes 35  28 
adjustments in respect of foreign tax rates 124  90 
adjustments in respect of prior periods 8 32
deferred taxation rate change 64 25
deferred taxation on unremitted earnings 14  1 
total taxation expense 1201  1126 
112 – sabmiller plc annual report 2013 8 earnings per share
2013
us cents
2012
us cents
basic earnings per share 2059  2666 
diluted earnings per share 2035  2638 
headline earnings per share 2045  1798 
adjusted basic earnings per share 2387  2148 
adjusted diluted earnings per share 2360  2125 
the weighted average number of shares was
2013
millions of
shares
2012
millions of
shares
ordinary shares 1667  1661 
treasury shares 72 72
ebt ordinary shares 5 6
basic shares 1590  1583 
dilutive ordinary shares 19  17 
diluted shares 1609  1600 
the calculation of diluted earnings per share excludes 6332436 2012 8362920 share options that were nondilutive for the year because 
the exercise price of the option exceeded the fair value of the shares during the year 21226441 2012 14799716 share awards that were 
nondilutive for the year because the performance conditions attached to the share awards have not been met and nil 2012 nil shares in 
relation to the employee component of the bbbee scheme that were nondilutive for the year these share incentives could potentially dilute 
earnings per share in the future
incentives involving 10601120 shares were granted after 31 march 2013 and before the date of signing of these ﬁ nancial statements
adjusted and headline earnings
the group presents an adjusted earnings per share ﬁ gure which excludes the impact of amortisation of intangible assets excluding computer 
software certain nonrecurring items and posttax exceptional items in order to present an additional measure of performance for the years 
shown in the consolidated ﬁ nancial statements adjusted earnings per share has been based on adjusted earnings for each ﬁ nancial year and 
on the same number of weighted average shares in issue as the basic earnings per share calculation headline earnings per share has been 
calculated in accordance with the south african circular 32012 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
2013
usm
2012
usm
proﬁ t for the year attributable to owners of the parent 3274  4221 
headline adjustments
impairment of goodwill 11  – 
impairment of property plant and equipment 39  – 
lossproﬁ t on disposal of property plant and equipment 13  15
net proﬁ t on disposal of businesses 79 1242
proﬁ t on disposal of investments in associates –  103
gain on dilution of investments in associates 4 – 
gain on remeasurement of existing interest in joint venture on acquisition –  66
tax effects of these items 14 12 
noncontrolling interests’ share of the above items 3 40 
share of associates’ and joint ventures’ headline adjustments net of tax and noncontrolling interests 15  – 
headline earnings 3252  2847 
business capability programme costs 141  235 
broadbased black economic empowerment scheme charges 17  29 
integration and restructuring costs 71  60 
net gain on fair value movements on capital items¹ 12 2
amortisation of intangible assets excluding computer software 394  218 
transactionrelated costs –  109 
litigation –  42
litigationrelated ﬁ nance income –  4
transactionrelated net ﬁ nance costs –  26 
tax effects of the above items 137 101
noncontrolling interests’ share of the above items 8 7
share of associates’ and joint ventures’ headline adjustments net of tax and noncontrolling interests 78  32 
adjusted earnings 3796  3400 
1
 this does not include all fair value movements but includes those in relation to capital items for which hedge accounting cannot be applied
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 113 notes to the consolidated ﬁ nancial statements
continued
9 dividends
2013
usm
2012
usm
equity 
2012 final dividend paid 695 us cents 2011 615 us cents per ordinary share 1125 973 
2013 interim dividend paid 240 us cents 2012 215 us cents per ordinary share 392  351 
 1517  1324
in addition the directors are proposing a ﬁ nal dividend of 77 us cents per share in respect of the ﬁ nancial year ended 31 march 2013 which 
will absorb an estimated us1227 million of shareholders’ funds if approved by shareholders the dividend will be paid on 23 august 2013 
to shareholders registered on the london and johannesburg registers as at 16 august 2013 the total dividend per share for the year is 
101 us cents 2012 91 us cents
treasury shares do not attract dividends and the employee beneﬁ t trusts have both waived their right to receive dividends further information 
can be found in note 26
10 goodwill
usm
cost
at 1 april 2011 12309 
exchange adjustments 188 
acquisitions – through business combinations 8091 
disposals 63
transfers to disposal group classiﬁ ed as held for sale 29
at 31 march 2012
1
 20496 
exchange adjustments 301
acquisitions – through business combinations provisional see note 29 3 
transfers to disposal group classiﬁ ed as held for sale see note 18 13
at 31 march 2013 20185 
accumulated impairment
at 1 april 2011 355 
exchange adjustments 20
disposals 10
at 31 march 2012 325 
exchange adjustments 13
impairment 11 
at 31 march 2013 323 
net book amount
at 1 april 2011 11954 
at 31 march 2012
1
 20171 
at 31 march 2013 19862 
1
 as restated see note 28
2013
provisional goodwill arose on the acquisition through business combination in the year of darbrew limited in tanzania the fair value exercise 
in respect of this business combination has yet to be completed
2012
goodwill arose on the acquisition through business combinations of foster’s and paciﬁ c beverages in australia and international breweries plc 
in nigeria the fair value exercises in respect of these business combinations are now complete
114 – sabmiller plc annual report 2013 10 goodwill continued 
goodwill is monitored principally on an individual country basis and the net book value is allocated by cash generating unit cgu as follows
2013
usm
2012
1
usm
cgus
latin america
–  central america 803  819 
–  colombia 4706  4809 
–  peru 1796  1744 
–  other latin america 224  243 
europe
–  czech republic 901  976 
–  netherlands 100  104 
–  italy 414  431 
–  poland 1168  1218 
–  other europe 75  77 
north america 256  256 
africa 250  252 
asia paciﬁ c
–  australia 8319  8262 
–  india 335  350 
–  other asia paciﬁ c 1  12 
south africa 514  618 
 19862  20171 
1
 as restated see note 28
assumptions
the recoverable amount for a cgu is determined based on value in use calculations value in use is determined by discounting the future 
posttax cash ﬂ ows generated from continuing use of the cgu using a posttax discount rate as this closely approximates to applying pretax 
discount rates to pretax cash ﬂ ows where a potential impairment is identiﬁ ed using posttax cash ﬂ ows and posttax discount rates the 
impairment review is reperformed on a pretax basis and the fair value less cost to sell calculated in order to determine the impairment loss 
to be recorded the key assumptions for the value in use calculations are as follows
expected volume compound annual growth rate cagr – cash ﬂ ows are based on ﬁ nancial forecasts approved by management for 
each cgu covering ﬁ veyear periods and are dependent on management’s expected volume cagrs which have been determined based on 
past experience and planned initiatives and with reference to external sources in respect of macroeconomic assumptions expected growth 
rates over the ﬁ veyear forecast period are generally higher than the longterm average growth rates for the economies in which the cgus 
operate as a steady state is not necessarily expected to be reached in this period  
discount rate – the discount rate weighted average cost of capital is calculated using a methodology which reﬂ ects the returns from 
united states treasury notes with a maturity of 20 years an equity risk premium adjusted for speciﬁ c industry and country risks and inﬂ ation 
differentials the group applies local posttax discount rates to local posttax cash ﬂ ows
longterm growth rate – cash ﬂ ows after the ﬁ rst ﬁ veyear period are extrapolated using a longterm growth rate in order to calculate 
the terminal recoverable amount the longterm growth rate is estimated using historical trends and expected future trends in inﬂ ation rates 
based on external data
the following table presents the key assumptions used in the value in use calculations in each of the group’s operating segments
expected volume
cagrs
2014–2018

posttax
discount rates

longterm
growth rates

latin america 43–64 76–132 20–51
europe 13–60 66–108 20–30
north america 85  67  25 
africa 76–88 135–168 60–95
asia paciﬁ c 21–63 74–127 30–65
south africa 33  106  45 
the most material balance is in australia for the goodwill in australia to be at risk of impairment the following situations would need to occur 
future compound revenue growth to reduce to a level where operating proﬁ t growth is limited to the longterm growth rate or longterm growth 
in nominal terms to fall below 15 or the discount rate to rise to 87 or higher
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 115 notes to the consolidated ﬁ nancial statements
continued
10 goodwill continued
impairment reviews results
a us30 million impairment loss has been recognised in respect of sabmiller vietnam company limited in asia paciﬁ c which was principally 
due to a deterioration in trading the impairment loss has been allocated to goodwill us11 million and property plant and equipment 
us19 million
sensitivities to assumptions
the group’s impairment reviews are sensitive to changes in the key assumptions described above based on the group’s sensitivity analysis 
a reasonably possible change in a single assumption will not cause an impairment loss in any of the group’s cgus 
11 intangible assets
brands
usm
computer
software
usm
other
usm
total
usm
cost
at 1 april 2011 4860  540  48  5448 
exchange adjustments 304  32 12  284 
additions – separately acquired 6  165  –  171 
acquisitions – through business combinations 4832  –  595  5427 
transfers from property plant and equipment –  3  –  3 
disposals 28 30 –  58
at 31 march 2012¹ 9974  646  655  11275 
exchange adjustments 11 36  2  45
additions – separately acquired –  149  –  149 
acquisitions – through business combinations see note 29 2  –  –  2 
transfers to disposal group classiﬁ ed as held for sale see note 18 9 –  –  9
disposals 4 7 –  11
at 31 march 2013 9952  752  657  11361 
accumulated amortisation and impairment
at 1 april 2011 782  275  27  1084 
exchange adjustments 23  17 2 4 
amortisation 201  55  17  273 
disposals 18 26 –  44
at 31 march 2012 988  287  42  1317 
exchange adjustments 9 18 1  28
amortisation 335  56  59  450 
transfers to disposal group classiﬁ ed as held for sale see note 18 7 –  –  7
disposals –  6  –  6
at 31 march 2013 1307  319  100  1726 
net book amount
at 1 april 2011 4078  265  21  4364 
at 31 march 2012¹ 8986  359  613  9958 
at 31 march 2013 8645  433  557  9635 
1
 as restated see note 28
at 31 march 2013 signiﬁ cant individual brands included within the carrying value of intangible assets are as follows
 
2013
usm
2012
usm
amortisation
period
remaining
 years
brand carrying value
carlton australia 2139  2181  39 
águila colombia 1478  1557  32 
victoria bitter australia 1080  1101  39 
cristal peru 646  646  32 
grolsch netherlands 421  451  35 
116 – sabmiller plc annual report 2013 12 property plant and equipment
assets in
course of
construction
usm
land and
buildings
usm
plant
vehicles
and systems
usm
returnable
containers
usm
total
usm
cost
at 1 april 2011 358  3743  8787  2245  15133 
exchange adjustments 15 99 350 106 570
additions 801  20  369  306  1496 
acquisitions – through business combinations 54  347  373  12  786 
breakages and shrinkage –  –  –  73 73
transfers 563 118  383  62  – 
transfers to intangible assets 3 –  –  –  3
transfers to disposal group classiﬁ ed as held for sale –  10 44 –  54
disposals 48 354 1268 379 2049
at 31 march 2012¹ 584  3765  8250  2067  14666 
exchange adjustments 18 163 505 147 833
additions 720  25  324  296  1365 
acquisitions – through business combinations see note 29 –  1  1  –  2 
breakages and shrinkage –  –  –  71 71
transfers 733 115  532  86  – 
transfers from other assets –  –  3  –  3 
transfers to disposal group classiﬁ ed as held for sale see note 18 –  2 10 –  12
disposals 11 18 313 138 480
at 31 march 2013 542  3723  8282  2093  14640 
accumulated depreciation and impairment
at 1 april 2011 –  667  4016  1119  5802 
exchange adjustments –  29 174 57 260
provided during the year –  78  594  237  909 
breakages and shrinkage –  –  –  26 26
transfers to disposal group classiﬁ ed as held for sale –  2 25 –  27
disposals –  42 635 217 894
at 31 march 2012 –  672  3776  1056  5504 
exchange adjustments –  43 273 82 398
provided during the year –  78  563  226  867 
breakages and shrinkage –  –  –  24 24
impairment –  4  35  –  39 
transfers to disposal group classiﬁ ed as held for sale see note 18 –  1 6 –  7
disposals –  8 293 99 400
at 31 march 2013 –  702  3802  1077  5581 
net book amount
at 1 april 2011 358  3076  4771  1126  9331 
at 31 march 2012¹ 584  3093  4474  1011  9162 
at 31 march 2013 542  3021  4480  1016  9059 
1
 as restated see note 28
as a result of the annual impairment reviews us19 million of impairment losses have been recognised in the year 2012 usnil see note 10
included in land and buildings is freehold land with a cost of us725 million 2012 us742 million which is not depreciated
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 117 notes to the consolidated ﬁ nancial statements
continued
12 property plant and equipment continued
included in plant vehicles and systems are the following amounts relating to assets held under ﬁ nance leases
2013
usm
2012
usm
net book amount 40 34
included in the amounts above are the following amounts in respect of borrowing costs capitalised
2013
usm
2012
usm
at 1 april 53  56 
exchange adjustments 4 2
amortised during the year –  1
at 31 march 49  53 
borrowing costs of usnil 2012 usnil were capitalised during the year
borrowings are secured by various of the group’s property plant and equipment with an aggregate net book value of us21 million 
2012 us20 million
13 investments in joint ventures
a list of the group’s signiﬁ cant investments in joint ventures including the name country of incorporation and proportion of ownership interest 
is given in note 34 to the consolidated ﬁ nancial statements
usm
at 1 april 2011 5813 
investments in joint ventures 288 
transfer to subsidiary undertaking 100
share of results retained 671 
share of other comprehensive loss 256
dividends received 896
at 31 march 2012 5520 
investments in joint ventures 272 
share of results retained 717 
share of other comprehensive loss 76
dividends received 886
at 31 march 2013 5547 
on 13 january 2012 the remaining 50 interest in paciﬁ c beverages was purchased and from this date the company has been accounted 
for as a subsidiary
summarised ﬁ nancial information for the group’s interest in joint ventures is shown below
2013
usm
2012
usm
revenue 5214  5174 
expenses 4497 4502
proﬁ t after tax 717  672 
noncurrent assets 5626  5613 
current assets 593  573 
current liabilities 521 528
noncurrent liabilities 829 801
118 – sabmiller plc annual report 2013 14 investments in associates 
a list of the group’s signiﬁ cant investments in associates including the name country of incorporation and proportion of ownership interest is 
given in note 34 to the consolidated ﬁ nancial statements
usm
at 1 april 2011 2719 
exchange adjustments 102
investments in associates 2056 
repayment of investments by associates 14
acquisitions – through business combinations 186 
disposal of investments in associates 104
share of results retained 481 
dividends receivable 150
at 31 march 2012
1
 5072 
exchange adjustments 161
investments in associates 106 
disposal of investments in associates 21
share of results retained 527 
share of gains recognised in other comprehensive loss 6 
dividends receivable 113
at 31 march 2013 5416 
1
 as restated see note 28
2013
on 7 november 2012 foster’s sold its 499 interest in foster’s usa llc to millercoors llc at no gain or loss to the group foster’s llc is 
now wholly owned by millercoors llc
2012
on 1 january 2012 the group acquired a 275 interest in bih brasseries internationales holding angola ltd bih angola in exchange 
for contributing its angolan businesses including its associate empresa de cervejas n’gola sarl into bih angola castel acquired the 
remaining 725 in bih angola having contributed its angolan businesses into bih angola
on 6 march 2012 the group completed its strategic alliance with anadolu efes the group’s russian business sabmiller rus llc and 
ukrainian business pjsc miller brands ukraine were contributed to anadolu efes in exchange for a 24 equity stake in the enlarged 
anadolu efes group
on 25 november 2011 the group disposed of its effective 12 investment in kenya breweries ltd generating a proﬁ t of us103 million
the analysis of associate undertakings between listed and unlisted investments is shown below
2013
usm
2012
1
usm
listed 2580  2536 
unlisted 2836  2536 
 5416  5072 
as at 31 march the market value of listed investments included above is
– anadolu efes 2318  1985 
– distell group ltd 704  574 
– delta corporation ltd 351  204 
– tsogo sun holdings ltd  1166  1032 
1
 as restated see note 28
summarised ﬁ nancial information for associates for total assets total liabilities revenue and proﬁ t or loss on a 100 basis is shown below
2013
usm
2012
1
usm
total assets 23249  18731 
total liabilities 8890 6231
revenue 19046  12963 
net proﬁ t 2155  1760 
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
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 119 notes to the consolidated ﬁ nancial statements
continued
15 inventories
2013
usm
2012
1
usm
raw materials and consumables 691  670 
work in progress 123  122 
finished goods and goods for resale 361  456 
  1175  1248 
1
 as restated see note 28
the following amount of inventories are expected to be utilised after 12 months
2013
usm
2012
usm
raw materials and consumables 48  43 
there were no borrowings secured on the inventories of the group 2012 usnil
an impairment charge of us15 million was recognised in respect of inventories during the year 2012 us12 million 
16 trade and other receivables
2013
usm
2012
1
usm
trade receivables 1740  1545 
less provision for impairment 140 140
trade receivables – net 1600  1405 
other receivables 392  492 
less provision for impairment 12 12
other receivables – net 380  480 
amounts owed by associates  68  205 
amounts owed by joint ventures – trade 5  6 
prepayments and accrued income 158  244 
total trade and other receivables 2211  2340 
analysed as
current
trade receivables – net 1584  1389 
other receivables – net 274  370 
amounts owed by associates  59  205 
amounts owed by joint ventures – trade 5  6 
prepayments and accrued income 145  234 
 2067  2204 
noncurrent
trade receivables – net 16  16 
other receivables – net 106  110 
amounts owed by associates 9  – 
prepayments and accrued income 13  10 
 144  136 
1
 as restated see note 28
the net carrying values of trade and other receivables are considered a close approximation of their fair values
 
120 – sabmiller plc annual report 2013 16 trade and other receivables continued 
at 31 march 2013 trade and other receivables of us466 million 2012 us441 million were past due but not impaired these relate to 
customers of whom there is no recent history of default the ageing of these trade and other receivables is shown below
past due
fully
performing
usm
within
30 days
usm
3060 days
usm
6090 days
usm
90180 days
usm
over
180 days
usm
at 31 march 2013
trade receivables 1255  181  62  15  18  42 
other receivables 290 44 18  5  4 15
amounts owed by associates  6  2  –  3  4  53 
amounts owed by joint ventures – trade 5  –  –  –  –  – 
at 31 march 2012
1
trade receivables 1140  129  58  15  23  29 
other receivables 353  16  13  4  18  3 
amounts owed by associates  72  8  6  –  12  107 
amounts owed by joint ventures – trade 6  –  –  –  –  – 
1
 as restated see note 28
the group holds collateral as security for past due trade receivables to the value of us17 million 2012 us28 million collateral held primarily 
includes bank guarantees and charges over assets
at 31 march 2013 trade receivables of us167 million 2012 us151 million were determined to be speciﬁ cally impaired and provided for the 
amount of the provision at 31 march 2013 was us140 million 2012 us140 million and reﬂ ects trade receivables from customers which are 
considered to be experiencing difﬁ cult economic situations it was assessed that a portion of these receivables is expected to be recovered 
the group holds collateral as security against speciﬁ cally impaired trade receivables with a fair value of us1 million 2012 us1 million
at 31 march 2013 other receivables of us16 million 2012 us13 million were determined to be speciﬁ cally impaired and provided for the 
amount of the provision at 31 march 2013 was us12 million 2012 us12 million and reﬂ ects loans to customers which are considered to 
be experiencing difﬁ cult economic situations it was assessed that a portion of these receivables is expected to be recovered the group held 
collateral as security against speciﬁ cally impaired other receivables at 31 march 2013 of us1 million 2012 usnil
the carrying amounts of trade and other receivables are denominated in the following currencies
2013
usm
2012
1
usm
sa rand 340  413 
us dollars 238  355 
australian dollars 260  385 
euro 246  241 
colombian peso 167  162 
czech koruna 91  89 
british pound 81  79 
polish zloty 211  142 
indian rupee 136  110 
other currencies 441  364 
 2211  2340 
1
 as restated see note 28
movements on the provisions for impairment of trade receivables and other receivables are as follows
trade receivables other receivables
2013
usm
2012
usm
2013
usm
2012
usm
at 1 april 140 147 12 14
provision for receivables impairment 23 25 –  – 
receivables written off during the year as uncollectible 12  7 – 1 
acquisitions – through business combinations –  5 –  – 
disposals 4  20  –  – 
transfers to disposal group classiﬁ ed as held for sale –  1  –  – 
exchange adjustments 7  9  –  1 
at 31 march 140 140 12 12
the creation of provisions for impaired receivables is included in net operating expenses in the income statement see note 3
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 121 notes to the consolidated ﬁ nancial statements
continued
17 cash and cash equivalents
2013
usm
2012
usm
shortterm deposits 1684  103 
cash at bank and in hand 487  642 
 2171  745 
cash and shortterm deposits of us146 million 2012 us144 million are held in african countries including south africa and are subject to 
local exchange control regulations these local exchange control regulations provide for restrictions on exporting capital from those countries 
other than through normal dividends
the group operates notional cash pools the structures facilitate interest and balance compensation of cash and bank overdrafts these 
notional pooling arrangements meet the setoff rules under ifrs and as a result the cash and overdraft balances have been reported net 
on the balance sheet
effective 1 january 2012 the group combined the operational management of its angolan businesses in africa with the angolan businesses 
of its associate castel all of the angolan businesses in which the group retains an associate interest have been managed from that date 
by castel as a result a participation in a bank loan of us100 million previously owed by an angolan subsidiary of the group was no longer 
entitled to be offset within borrowings
during the year ended 31 march 2013 castel has paid us100 million to the group to cover the group’s exposure in respect of the loan 
participation deposit this has resulted in a payable to associate being recorded in the consolidated balance sheet as the loan participation 
deposit and the payable to associate are held with different counterparties and therefore are unable to be offset in accordance with ias 7 
‘statement of cash flows’ the loan participation has been separately disclosed on the balance sheet as a loan participation deposit and 
in the cash ﬂ ow statement has not been treated as a cash and cash equivalent as it is not readily convertible into cash
18 disposal group held for sale
during 2013 the group agreed to sell its milk and juice business in panama subject to regulatory approvals accordingly the assets and 
liabilities related to the milk and juice business in panama have been presented as held for sale and the disposal group presented within the 
latin america segment in accordance with ifrs 8 ‘operating segments’
in 2012 the assets and liabilities related to foster’s interests in its fijian beverage operations foster’s group paciﬁ c limited were presented 
as held for sale and the disposal group presented within asia paciﬁ c the fijian beverage operations were disposed of on 7 september 2012
a  assets of disposal group classiﬁ ed as held for sale
2013
usm
2012
usm
goodwill 13  29 
intangible assets 2  – 
property plant and equipment 5  27 
inventories 3  18 
trade and other receivables –  5 
 23  79 
b  liabilities of disposal group classiﬁ ed as held for sale
2013
usm
2012
usm
borrowings –  1 
trade and other payables –  3 
provisions –  1 
deferred tax liabilities 1  2 
 1  7 
122 – sabmiller plc annual report 2013 19 trade and other payables
2013
usm
2012
1
usm
trade payables 1236  1262 
accruals 873  1076 
deferred income 9  14 
containers in the hands of customers 504  449 
amounts owed to associates 150  42 
amounts owed to joint ventures – trade 14  17 
deferred consideration for acquisitions 10  12 
excise duty payable 363  383 
vat and other taxes payable 239  248 
other payables 738  736 
total trade and other payables 4136  4239 
analysed as
current
trade payables 1236  1262 
accruals 873  1076 
deferred income 5  6 
containers in the hands of customers 504  449 
amounts owed to associates – trade 50  42 
amounts owed to joint ventures – trade 14  17 
deferred consideration for acquisitions 4  3 
excise duty payable 363  383 
vat and other taxes payable 239  248 
other payables 716  641 
 4004  4127 
noncurrent
deferred income 4  8 
amounts owed to associates 100  – 
deferred consideration for acquisitions 6  9 
other payables 22  95 
 132  112 
1
 as restated see note 28
20 deferred taxation
the movement on the net deferred tax liability is shown below
2013
usm
2012
1
usm
at 1 april 3602  2394 
exchange adjustments 45 52 
acquisitions – through business combinations see note 29 1  1270 
transfers to disposal group classiﬁ ed as held for sale see note 18 1 2
disposals – 26
rate change 64 25
transfers to current tax –  17
charged to the income statement 23 57 
deferred tax on items charged to other comprehensive loss
– financial instruments 6 30
– actuarial gains and losses 28 71
at 31 march 3436  3602 
1
 as restated see note 28
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 123 notes to the consolidated ﬁ nancial statements
continued
20 deferred taxation continued
the movements in deferred tax assets and liabilities after offsetting of balances as permitted by ias 12 during the year are shown below
fixed asset 
allowances
usm
pensions 
and post
retirement 
beneﬁ t 
provisions
usm
intangibles
usm
 financial 
instruments 
 usm
investment in 
millercoors 
joint venture
 usm
other timing 
differences
usm
total
usm
deferred tax liabilities
at 1 april 2011 711  16 1187  48 748  4 2578 
exchange adjustments 34 1 95  –  –  13 47 
acquisitions – through business combinations  36 –  1600  5  –  297 1272 
disposals 49 –  2 –  –  4 55
rate change –  –  –  –  –  25 25
transfers to current tax 1  –  –  –  –  16 15
transfers tofrom deferred tax assets 2  –  –  –  –  23 21
transfers to disposal group classiﬁ ed as held for sale –  –  –  2 –  –  2
chargedcredited to the income statement 112  5  62 –  37  51 41 
deferred tax on items charged to other 
comprehensive loss
– financial instruments –  –  –  1 29 –  30
– actuarial gains and losses –  2 –  –  69 –  71
at 31 march 2012
1
 707  14 2818  46 687  433 3719 
exchange adjustments 51 –  2  –  –  2  47
acquisitions – through business combinations –  –  1  –  –  –  1 
rate change 64 –  –  –  –  –  64
transfers from deferred tax assets 11 –  –  –  –  14 25
transfers to disposal group classiﬁ ed as held for sale –  –  1 –  –  –  1
chargedcredited to the income statement 104  22  125 2 44  85 42
deferred tax on items chargedcredited to other 
comprehensive loss
– financial instruments –  –  –  1  7 –  6
– actuarial gains and losses –  6 –  –  22 – 28
at 31 march 2013 685  2  2695  47 702  530 3507 
1
 as restated see note 28
fixed asset 
allowances
usm
 provisions 
and 
accruals 
usm
other timing 
differences
usm
total
usm
deferred tax assets
at 1 april 2011 –  60  124  184 
exchange adjustments 1  1 5 5
acquisitions – through business combinations 2  –  –  2 
disposals 4 7 18 29
transfers to current tax –  –  2  2 
rate change –  1  1 – 
transfers fromto deferred tax liabilities 2  1 22 21
chargedcredited to the income statement 1 5  20 16
at 31 march 2012 –  57  60  117 
exchange adjustments –  1 1 2
transfers tofrom deferred tax liabilities 11 20 6  25
charged to the income statement 4 2 13 19
at 31 march 2013 15 34  52  71 
124 – sabmiller plc annual report 2013 20 deferred taxation continued
deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and the deferred tax assets and liabilities 
relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an 
intention to settle the balances on a net basis
the deferred tax asset arises due to timing differences in europe africa asia paciﬁ c and latin america and in the prior year also corporate 
given both recent and forecast trading the directors are of the opinion that the level of proﬁ ts in the foreseeable future is more likely than not 
to be sufﬁ cient to recover these assets
deferred tax liabilities of us3449 million 2012 us3662 million restated are expected to fall due after more than one year
deferred tax assets of us52 million 2012 us71 million are expected to be recovered after more than one year
2013
usm
2012
usm
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
tax losses 345  161 
tax credits 1318 242
depreciation in excess of capital allowances 16  13 
sharebased payments 29  25 
other deductible temporary differences 60  107 
 1768  548 
deferred tax assets in respect of tax losses are not recognised unless there is convincing evidence that there will be sufﬁ cient proﬁ ts in future 
years to recover the assets a signiﬁ cant part of the tax losses arises in the uk and the value has been calculated at the substantively enacted 
rate of 23 it has been announced that the rate will fall to 20 commencing 1 april 2015 the impact of this reduction is not anticipated to 
have a material impact on the ﬁ nancial statements the tax losses do not expire
deferred tax assets in respect of tax credits arising which are carried forward for offset against future proﬁ ts are not recognised unless there 
is absolute certainty that future proﬁ ts will arise us968 million 2012 us242 million of such tax credits expire within 10 years
deferred tax is recognised on the unremitted earnings of overseas subsidiaries where there is an intention to distribute those reserves 
a deferred tax liability of us16 million 2012 us37 million has been recognised a deferred tax liability of us80 million 2012 us51 million 
has also been recognised in respect of unremitted proﬁ ts of associates where a dividend policy is not in place no deferred tax has been 
recognised on unremitted earnings of overseas subsidiaries where the group is able to control the timing of the reversal of these differences 
and it is not probable that they will not reverse in the foreseeable future similarly no tax is provided where there are plans to remit overseas 
earnings of subsidiaries but it is not expected that such distributions will give rise to a tax liability
as a result of uk legislation which largely exempts overseas dividends from tax the temporary differences arising on unremitted proﬁ ts are 
unlikely to lead to additional corporate taxes however remittance to the uk of those earnings may still result in a tax liability principally as 
a result of withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate
 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 125 notes to the consolidated ﬁ nancial statements
continued
21 borrowings
2013
usm
2012
usm
current
secured
overdrafts 9  10 
obligations under ﬁ nance leases 8  5 
other secured loans 5  6 
 22  21 
unsecured
us1100 million 55 notes due 2013
1234
 1111  – 
cop338520 million ipc  75 ordinary bonds due 2013
5
 200  – 
us550 million 57 notes due 2014
1246
 570 –
zar1600 million 9935 notes due 2012
27
 –  209 
cop370000 million ipc  818 ordinary bonds due 2012
5
 –  220 
other unsecured loans 363  484 
overdrafts 203  128 
 2447  1041 
total current borrowings 2469  1062 
the fair value of current borrowings equals the carrying amount as the impact of discounting is not signiﬁ cant
1
 the notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the makewhole amount
2
 the notes are redeemable in whole but not in part at the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest 
to the date of redemption
3
 on 13 august 2003 miller brewing company issued us1100 million 55 guaranteed notes due august 2013 since 1 july 2008 sabmiller plc has been the sole obligor of the notes 
4
 on 11 june 2012 sabmiller holdings inc entered into a contingent guarantee of the obligations of sabmiller plc in respect of these notes and certain of its other present and future 
external borrowings the guarantee takes effect upon the occurrence of certain insolvency events in relation to sabmiller plc
5
 with effect from 31 march 2011 987 of the 2012 bonds and 974 of the 2013 bonds issued by bavaria sa have been guaranteed by sabmiller plc
6
 on 17 july 2008 sabmiller plc issued us550 million 57 notes due january 2014
7
 on 19 july 2007 sabsa holdings pty ltd issued zar1600 million 9935 notes due july 2012 the notes were issued under the zar4000 million increased to zar6000 million 
on 24 december 2008 domestic medium term note programme established on 17 july 2007 and guaranteed by sabmiller plc
126 – sabmiller plc annual report 2013 21 borrowings continued
2013
usm
2012
usm
noncurrent
secured
obligations under ﬁ nance leases 27  16 
other secured loans 4  12 
 31  28 
unsecured
zar1000 million 7125 notes due 2018
12
 108  – 
€1000 million 1875 notes due 2020
234
 1275  – 
us1000 million 185 notes due 2015
245
 1004  1000 
us2000 million 245 notes due 2017
245
 2020  1993 
us2500 million 375 notes due 2022
245
 2506  2483 
us1500 million 495 notes due 2042
245
 1485  1484 
us1100 million 55 notes due 2013
2467
 –  1124 
€1000 million 45 notes due 2015
278
 1317  1367 
us300 million 6625 notes due 2033
2479
 440  416 
us850 million 65 notes due 2016
24710
 937  960 
us550 million 57 notes due 2014
24711
 –  588 
us700 million 65 notes due 2018
24711
 792  811 
pen150 million 675 notes due 2015
2712
 59  56 
us300 million 4875 notes due 2014
2413
 312  335 
us700 million 5125 notes due 2015
2414
 762  730 
us300 million 7875 notes due 2016
215
 364  383 
us300 million 5875 notes due 2035
2414
 344  358 
cop640000 million ipc  73 ordinary bonds due 2014
16
 396  391 
cop561800 million ipc  652 ordinary bonds due 2015
16
 330  320 
cop338520 million ipc  75 ordinary bonds due 2013
16
 –  205 
us521 million 2012 us2169 million unsecured loan due december 2014
17
 523  2180 
us624 million 2012 us750 million unsecured loan due september 2016
17
 621  744 
other unsecured loans 453  208 
 16048  18136 
total noncurrent borrowings 16079  18164 
total current and noncurrent borrowings 18548  19226 
analysed as
borrowings 18301  19067 
obligations under ﬁ nance leases 35  21 
overdrafts 212  138 
 18548  19226 
the fair value of noncurrent borrowings is us16679 million 2012 us18821 million the fair values are based on a combination of market 
quoted prices and cash ﬂ ows discounted using prevailing interest rates
1
 on 28 march 2013 sabsa holdings ltd issued zar1000 million 7125 notes due march 2018 the notes were issued under the zar6000 million domestic medium term note 
programme established on 13 december 2012 and guaranteed by sabmiller plc
2
 the notes are redeemable in whole but not in part at the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest 
to the date of redemption
3
 on 6 december 2012 sabmiller holdings inc issued €1000 million 1875 notes due january 2020 the notes were issued under the sabmiller holdings inc us3000 million 
euro medium term note programme guaranteed by sabmiller plc
4
 the notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the makewhole amount
5
 on 17 january 2012 sabmiller holdings inc issued us1000 million 185 notes due january 2015 us2000 million 245 notes due january 2017 us2500 million 375 notes 
due january 2022 and us1500 million 495 notes due january 2042 guaranteed by sabmiller plc
6
 on 13 august 2003 miller brewing company issued us1100 million 55 guaranteed notes due august 2013 since 1 july 2008 sabmiller plc has been the sole obligor of the notes 
7
 on 11 june 2012 sabmiller holdings inc entered into a contingent guarantee of the obligations of sabmiller plc in respect of these notes and certain of its other present and future 
external borrowings the guarantee takes effect upon the occurrence of certain insolvency events in relation to sabmiller plc
8
 on 17 july 2009 sabmiller plc issued €1000 million 45 notes due january 2015 the notes were issued under the sabmiller plc us5000 million euro medium term note 
programme 
9
 on 13 august 2003 sabmiller plc issued us300 million 6625 guaranteed notes due august 2033 since 10 september 2010 the principal and interest in respect of the notes has not 
been guaranteed
10
 on 5 july 2006 sabmiller plc issued us850 million 65 notes due july 2016
11
 on 17 july 2008 sabmiller plc issued us550 million 57 notes due january 2014 and us700 million 65 notes due july 2018 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 127 notes to the consolidated ﬁ nancial statements
continued
21 borrowings continued
12
 on 19 march 2010 sabmiller plc issued pen150 million 675 notes due march 2015 
13
 on 5 october 2004 foster’s finance corp issued us300 million 4875 notes due october 2014 guaranteed by foster’s group pty ltd 
14
 on 28 june 2005 fbg finance ltd issued us700 million 5125 notes due june 2015 and us300 million 5875 notes due june 2035 guaranteed by foster’s group pty ltd
15
 on 3 june 1996 fbg finance ltd issued us300 million 7875 notes due june 2016 guaranteed by foster’s group pty ltd
16
 with effect from 31 march 2011 855 of the 2014 bonds 940 of the 2015 bonds and 974 of the 2013 bonds all issued by bavaria sa have been guaranteed by sabmiller plc
17
 on 9 september 2011 the group entered into us12500 million multicurrency committed syndicated facilities primarily for the purpose of acquiring foster’s by 31 march 2013 
us10855 million 2012 us9081 million of this facility had been voluntarily cancelled of the remaining us1645 million 2012 us3419 million facility us500 million 
2012 us500 million is a revolving credit facility and undrawn
undrawn borrowing facilities
the group had the following undrawn committed borrowing facilities available at 31 march in respect of which all conditions precedent had 
been met at that date
2013
usm
2012
usm
amounts expiring
within one year 281  774 
between one and two years 17  12 
between two and ﬁ ve years 554  788 
in ﬁ ve years or more 2500  2236 
 3352  3810 
in april 2011 the group entered into a ﬁ veyear us2500 million committed syndicated revolving credit facility with the option of two oneyear 
extensions in march 2013 the maturity of this facility was extended to april 2018 the contingent guarantee referred to in footnote 7 on 
page 127 extends to the obligations of sabmiller plc in respect of this facility
maturity of obligations under ﬁ nance leases
obligations under ﬁ nance leases are as follows
2013
usm
2012
usm
the minimum lease payments under ﬁ nance leases fall due as follows
within one year 9  6 
between one and ﬁ ve years 24  17 
in ﬁ ve years or more 10 –
 43  23 
future ﬁ nance charges 8 2
present value of ﬁ nance lease liabilities 35  21 
maturity of noncurrent ﬁ nancial liabilities
the maturity proﬁ le of the carrying amount of the group’s noncurrent ﬁ nancial liabilities at 31 march was as follows
borrowings 
and 
overdrafts
usm
finance
leases
usm
net derivative
ﬁ nancial
assets
1
note 23
usm
2013
total
usm
borrowings 
and 
overdrafts
usm
finance 
leases
usm
net derivative
ﬁ nancial
assets
1
note 23
usm
2012
total
usm
amounts falling due
between one and two years 4173  7  45 4135  1964  2  8 1958 
between two and ﬁ ve years 5031  15  235 4811  10605  14  356 10263 
in ﬁ ve years or more 6848  5  303 6550  5579 – 254 5325 
 16052  27  583 15496  18148  16  618 17546 
1
 net borrowingsrelated derivative ﬁ nancial instruments only
128 – sabmiller plc annual report 2013 22 financial risk factors
financial risk management
overview
in the normal course of business the group is exposed to the following ﬁ nancial 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 
ﬁ nancial statements and it summarises the policies and processes that are in place to measure and manage the risks arising including those 
related to the management of capital
the directors are ultimately responsible for the establishment and oversight of the 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 ﬁ nancial 
ofﬁ cer who in this regard is supported by the treasury committee and the group treasury function among other responsibilities the audit 
committee reviews the internal control environment and risk management systems within the group and it reports its activities to the board 
the board also receives a quarterly report on treasury activities including conﬁ rmation of compliance with treasury risk management policies
the group treasury function is responsible for the management of cash borrowings and the ﬁ nancial risks arising in relation to interest rates 
and foreign exchange rates the responsibility for the management of commodities exposures lies with the procurement functions within the 
group including sabmiller procurement gmbh sabmiller procurement formerly trinity procurement gmbh the group’s centralised 
procurement function risk management of key brewing and packaging materials has now been substantially transferred to sabmiller 
procurement some of the risk management strategies include the use of derivatives principally in the form of forward foreign currency 
contracts cross currency swaps interest rate swaps and exchangetraded 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 the policy of the group that no trading in ﬁ nancial instruments be undertaken
the group’s treasury policies are established to identify and analyse the ﬁ nancial risks faced by the group to set appropriate risk limits and 
controls and to monitor exposures and adherence to limits
a market risk
i foreign exchange risk
the group is subject to exposure on the translation of the foreign currency denominated net assets of subsidiaries associates and joint 
ventures into the group’s us dollar reporting currency the group seeks to mitigate this exposure where cost effective by borrowing in the 
same currencies as the functional currencies of its main operating units or by achieving the same effect through the use of forward foreign 
exchange contracts and currency swaps an approximate nominal value of us4589 million of us dollar borrowings and €351 million of 
euro borrowings 2012 us4429 million of us dollar borrowings and €255 million of euro borrowings have been swapped into currencies 
that match the currency of the underlying operations of the group including south african rand peruvian nuevo sol czech koruna polish 
zloty australian dollar and colombian peso of these ﬁ nancial derivatives us2882 million and €351 million 2012 us2406 million and 
€255 million are accounted for as net investment hedges and us1300 million 2012 us1600 million are accounted for as fair value hedges 
the group does not hedge currency exposures from the translation of proﬁ ts earned in foreign currency subsidiaries associates and 
joint ventures
the group is also exposed to transactional currency risk on sales and purchases that are denominated in a currency other than the respective 
functional currencies of group entities these exposures are presently managed locally by group entities which subject to regulatory 
constraints or currency market limitations hedge a proportion of their foreign currency exposure estimated to arise over a period of up to 
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
the tables below set out the group’s currency exposures from ﬁ nancial assets and liabilities held by group companies in currencies other than 
their functional currencies and resulting in exchange movements in the income statement and balance sheet
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 129 notes to the consolidated ﬁ nancial statements
continued
22 financial risk factors continued
us dollars
usm
sa 
rand
usm
australian
dollars
usm
euro
usm
other
european
currencies
usm
latin
american
currencies
usm
other
usm
total
usm
financial assets
trade and other receivables 21  135  3 36  134  165  21  515 
derivative ﬁ nancial instruments¹ 2023  61  –  1034  352  –  –  3470 
cash and cash equivalents 25  2  –  8  16  9  2  62 
intragroup assets 190  8  115  1062  802  –  2  2179 
at 31 march 2013 2259  206  118  2140  1304  174  25  6226 
potential impact on earnings – lossgain
20 increase in functional currency 305 26 20 200 160 29 4 744
20 decrease in functional currency 365  31  24  240  192  35  5  892 
potential impact on other comprehensive income 
– lossgain
20 increase in functional currency 72 8 –  157 57 –  –  294
20 decrease in functional currency 86  10  –  188  69  –  –  353 
financial liabilities
trade and other payables 260 47 19 143 415 215 5 1104
derivative ﬁ nancial instruments
1
 58  565 1331 431  1023 428 –  3836
borrowings 1533 –  521 2557 9 58 113 4791
intragroup liabilities 45 41 400 103 114 –  1 704
at 31 march 2013 1896 653 2271 3234 1561 701 119 10435
potential impact on earnings – gainloss
20 increase in functional currency 316  17  70  200  90  36  20 749
20 decrease in functional currency 379 20 84 240 108 43 24 898
potential impact on other comprehensive income 
– gainloss
20 increase in functional currency –  92  309  339  171  81  –  992 
20 decrease in functional currency –  110 370 407 205 97 –  1189
1
 these represent the notional amounts of derivative ﬁ nancial instruments
130 – sabmiller plc annual report 2013 22 financial risk factors continued
us dollars
usm
sa 
rand
usm
australian
dollars
usm
euro
usm
other
european
currencies
usm
latin
american
currencies
usm
other
usm
total
usm
financial assets
trade and other receivables 25  130  4  46  155  –  61  421 
derivative ﬁ nancial instruments¹ 2273  40  –  543  231  –  21  3108 
cash and cash equivalents 50  7  1  22  5  2  21  108 
intragroup assets 278  63  17  1080  323  –  3  1764 
at 31 march 2012 2626  240  22  1691  714  2  106  5401 
potential impact on earnings – lossgain
20 increase in functional currency 345 40 4 211 81 –  15 696
20 decrease in functional currency 414  47  4  254  97  –  19  835 
potential impact on other comprehensive income 
– lossgain
20 increase in functional currency 93 1 –  71 39 –  2 206
20 decrease in functional currency 111  1  –  85  46  –  2  245 
financial liabilities
trade and other payables 160 54 18 159 384 19 21 815
derivative ﬁ nancial instruments
1
 236 492 1035 121 709 510 –  3103
borrowings 1692 –  2069 1381 –  56 62 5260
intragroup liabilities 8 79 278 159 189 –  2 715
at 31 march 2012 2096 625 3400 1820 1282 585 85 9893
potential impact on earnings – gainloss
20 increase in functional currency 349  22  49  287  95  3  15  820 
20 decrease in functional currency 419 27 59 344 115 4 16 984
potential impact on other comprehensive income 
– gainloss
20 increase in functional currency –  82  517  17  118  95  –  829 
20 decrease in functional currency –  98 621 20 142 113 –  994
1
 these represent the notional amounts of derivative ﬁ nancial instruments
foreign currency sensitivity analysis
currency risks arise on account of ﬁ nancial instruments being denominated in a currency that is not the functional currency and being of a 
monetary nature
the group holds foreign currency cash ﬂ ow hedges totalling us1317 million at 31 march 2013 2012 us1224 million the foreign exchange 
gains or losses on these contracts are recorded in the cash ﬂ ow hedging reserve until the hedged transactions occur at which time the 
respective gains and losses are transferred to inventory property plant and equipment goodwill or to the income statement as appropriate
the group holds net investment hedges totalling us5937 million at 31 march 2013 2012 us5312 million the foreign exchange gains or 
losses on these contracts are recorded in the net investment hedging reserve and partially offset the foreign currency translation risk on the 
group’s foreign currency net assets
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 131 notes to the consolidated ﬁ nancial statements
continued
22 financial risk factors continued
ii interest rate risk
as at 31 march 2013 46 2012 43 of consolidated gross borrowings were in ﬁ xed rates taking into account interest rate swaps and forward 
rate agreements
the group’s policy is to borrow directly or synthetically in ﬂ oating rates reﬂ ecting the fact that ﬂ oating rates are generally lower than ﬁ xed rates 
in the medium term however a minimum of 25 of consolidated net borrowings is required to be in ﬁ xed rates for a minimum duration of 
12 months and the extent to which group borrowings may be in ﬂ oating rates is restricted to the lower of 75 of consolidated net borrowings 
and that amount of net borrowings in ﬂ oating rates that with a 1 increase in interest rates would increase ﬁ nance costs by an amount equal 
to but not more than 120 of adjusted ebitda the policy excludes any inﬂ ationlinked debt where there will be a natural hedge within 
business operations and also excludes borrowings arising from acquisitions in the previous six months
exposure to movements in interest rates in group borrowings is managed through interest rate swaps and forward rate agreements as at 
31 march 2013 on a policy adjusted basis 56 2012 50 of consolidated net borrowings were in ﬁ xed rates the impact of a 1 rise in 
interest rates on borrowings in ﬂ oating rates would be equivalent to 101 2012 044 of adjusted ebitda
the cash ﬂ ow interest rate risk sensitivities on variable debt and interest rate swaps were
us dollars
usm
sa 
rand
usm
australian
dollars
usm
euro
usm
other
european
currencies
usm
colombian
peso
usm
other
usm
total
usm
at 31 march 2013
net debt
1
 11745  148  523  2539 19  884  557  16377 
less ﬁ xed rate debt 11085 108 –  2592 –  –  265 14050
variable rate debt 660  40  523  53 19 884 292 2327
adjust for
financial derivatives 2662 152 1017 934  558  –  – 5323
net variable rate debt exposure 3322 192 1540 881 539  884 292 7650
 100 bps change
potential impact on earnings 34  2  16  9  5  9  3  78 
 100 bps change
potential impact on other 
comprehensive income –  –  8  –  –  –  –  8 
at 31 march 2012
net debt
1
 13141  192  2226  1359  34 1148  450  18482 
less ﬁ xed rate debt 12665 –  –  1367 –  –  282 14314
variable rate debt 476  192  2226  8 34 1148  168  4168 
adjust for
financial derivatives 3692  183  1083  885  139  –  –  5982 
net variable rate debt exposure 4168  375  3309  877  105  1148  168  10150 
 100 bps change
potential impact on earnings 42  4  34  9  1  12  2  104 
 100 bps change
potential impact on other 
comprehensive income –  –  12  –  –  –  –  12 
1
 excluding net borrowingsrelated derivative instruments
fair value sensitivity analysis for ﬁ xed income instruments
changes in the market interest rates of nonderivative ﬁ nancial instruments with ﬁ xed interest rates only affect income if these are measured at 
their fair value as such all ﬁ nancial instruments with ﬁ xed rates of interest that are accounted for at amortised cost are not subject to interest 
rate risk as deﬁ ned in ifrs 7
the group holds derivative contracts with a nominal value of us6704 million as at 31 march 2013 2012 us6217 million which are 
designated as fair value hedges in the case of these instruments and the underlying ﬁ xed rate bonds changes in the fair values of the hedged 
item and the hedging instrument attributable to interest rate movements net off almost completely in the income statement in the same period 
cash ﬂ ow sensitivity analysis for variable rate instruments
a change of 100 bps in interest rates at the reporting date would have increaseddecreased other comprehensive income and the income 
statement by the amounts shown above this analysis assumes all other variables in particular foreign currency rates remain constant 
the analysis was performed on the same basis for 2012
132 – sabmiller plc annual report 2013 22 financial risk factors continued
interest rate proﬁ les of ﬁ nancial liabilities
the following table sets out the contractual repricing included within the underlying borrowings excluding net borrowingsrelated derivatives 
exposed to either ﬁ xed interest rates or ﬂ oating interest rates and revises this for the repricing effect of interest rate and cross currency swaps
2013 2012
total 
borrowings
usm
effect of 
derivatives
usm
total 
exposure
usm
total 
borrowings
usm
effect of 
derivatives
usm
total 
exposure
usm
financial liabilities
repricing due
within one year 4823  5515  10338  5138  5981  11119 
between one and two years 1375  946 429  1712  900 812 
between two and ﬁ ve years 5508  2816 2692  6824  3874 2950 
in ﬁ ve years or more 6842  1753 5089  5552  1207 4345 
total interest bearing 18548  –  18548  19226  –  19226 
analysed as
fixed rate interest 14050 5515 8535 14314  5981 8333 
floating rate interest 4498 5515 10013 4912  5981  10893 
total interest bearing 18548  –  18548  19226  –  19226 
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 ﬁ nished products such as the 
price of malt barley sugar and aluminium commodity price risk is managed within minimum and maximum guard rails principally through 
multiyear ﬁ xed price contracts with suppliers and where appropriate derivative contracts the group hedges a proportion of commodity 
supply and price risk for a period of up to ﬁ ve years where derivative contracts are used the group manages exposures principally through 
exchangetraded futures forwards and swaps
at 31 march 2013 the notional value of commodity derivatives amounted to us89 million 2012 us36 million no sensitivity analysis has 
been provided on these outstanding contracts as the impact is considered to be immaterial
equity securities price risk
the group is exposed to equity securities price risk because of investments held by the group and classiﬁ ed on the balance sheet as available 
for sale investments no sensitivity analysis has been provided on these outstanding contracts as the impact is considered to be immaterial
b credit risk
credit risk is the risk of ﬁ nancial loss to the group if a customer or counterparty to a ﬁ nancial instrument fails to meet its contractual obligations
financial instruments 
the group limits its exposure to ﬁ nancial institutions by setting credit limits on a sliding scale based on their credit ratings and generally dealing 
only with counterparties with a minimum credit rating of bbb by standard  poor’s and baa3 from moody’s for banks with a lower credit 
rating or with no international credit rating a maximum limit of us5 million is applied unless speciﬁ c approval is obtained from either the chief 
ﬁ nancial ofﬁ cer or the audit committee of the board the utilisation of credit limits is regularly monitored to reduce credit exposures the group 
has isda master agreements with most of its counterparties for ﬁ nancial derivatives which permit net settlement of assets and liabilities in 
certain circumstances
trade and other receivables
there is no signiﬁ cant 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 us5052 million 2012 us3705 million as restated which is the total of the group’s 
ﬁ nancial assets
c liquidity risk
liquidity risk is the risk that the group will not be able to meet its ﬁ nancial obligations as they fall due
the group ﬁ nances 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 or that maturities of borrowings sourced in this way are not overly concentrated
subsidiaries have access to local bank credit facilities but are principally funded by the group 
at 31 march 2013 the group had the following core lines of credit that were available for general corporate purposes
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 133 notes to the consolidated ﬁ nancial statements
continued
22 financial risk factors continued
sabmiller plc
• us2500 million committed syndicated revolving credit facility which is due to expire in april 2018
sabmiller holdings inc
• us500 million revolving credit facility which is due to expire in september 2016
liquidity risk faced by the group is mitigated by having diverse sources of ﬁ nance available to it and by maintaining substantial unutilised 
banking facilities and reserve borrowing capacity as indicated by the level of undrawn facilities
as at 31 march 2013 the borrowing capacity under committed bank facilities amounted to us3352 million 2012 us3810 million
the table below analyses the group’s ﬁ nancial liabilities which will be settled on a net basis into relevant maturity groupings based on the 
remaining period at the balance sheet date to the contractual settlement date the amounts disclosed in the table are the contractual 
undiscounted cash ﬂ ows the amounts disclosed for ﬁ nancial guarantee contracts represent the maximum possible cash outﬂ ows for 
guarantees provided in respect of associates’ bank facilities which would only be payable upon the occurrence of certain default events 
should such events occur certain remedies are available that could mitigate the impact balances due within 12 months equal their carrying 
balances as the impact of discounting is not signiﬁ cant
less than 
1 year
usm
between 
1 and 2 
years
usm
between 
2 and 5 
years
usm
over
5 years
usm
at 31 march 2013
borrowings 3466 4468 5881 9407
derivative ﬁ nancial instruments 11 13 13 – 
trade and other payables 3391 119 –  – 
financial guarantee contracts 234 – – –
at 31 march 2012
borrowings 1803 2904 11763 8361
derivative ﬁ nancial instruments 18 16  11 35
trade and other payables
1
 3489 95 7 4
financial guarantee contracts 174  – – –
1
 as restated see note 28
the table below analyses the group’s derivative ﬁ nancial instruments which will be settled on a gross basis into relevant maturity groupings 
based on the remaining period at the balance sheet date to the contractual settlement date the amounts disclosed in the table are the 
contractual undiscounted cash ﬂ ows balances due within 12 months equal their carrying balances as the impact of discounting is not 
signiﬁ cant forward foreign currency swaps have been included for the ﬁ rst time in the table below for the year ended 31 march 2013 
along with the comparative for the prior year
less than 
1 year
usm
between 
1 and 2 
years
usm
between 
2 and 5 
years
usm
over
5 years
usm
at 31 march 2013
forward foreign currency swaps
outﬂ ow 2944 43 –  – 
inﬂ ow 2982 43 –  – 
forward foreign exchange contracts
outﬂ ow 1308 63 –  – 
inﬂ ow 1306  63  –  – 
cross currency swaps
outﬂ ow 325 466 1730 874
inﬂ ow 332  451  1816  864 
at 31 march 2012
forward foreign currency swaps
outﬂ ow 2492 87 –  – 
inﬂ ow 2527 82 –  – 
forward foreign exchange contracts
outﬂ ow 399 12 –  – 
inﬂ ow 401  12  –  – 
cross currency swaps
outﬂ ow 278 346 1686 866
inﬂ ow 216  331  1637  877 
134 – sabmiller plc annual report 2013 22 financial risk factors continued
capital management
the capital structure of the group consists of net debt see note 27c and shareholders’ equity
the group’s policy is to maintain a strong capital base so as to maintain investor creditor and market conﬁ dence and to sustain future 
development of the business
besides the minimum capitalisation rules that may apply to subsidiaries in different countries the group’s only externally imposed capital 
requirement relates to the group’s core lines of credit which include a net debt to ebitda ﬁ nancial covenant which was complied with 
throughout the year
the group monitors its ﬁ nancial capacity and credit ratings by reference to a number of key ﬁ nancial ratios and cash ﬂ ow metrics including net debt 
to adjusted ebitda and interest cover these provide a framework within which the group’s capital base is managed including dividend policy
if the group fails to meet the ﬁ nancial targets required by the ratings agencies a credit rating downgrade could impact the average interest rate 
of borrowings of the group and the future availability of credit to the group
the group is currently rated baa1stable outlook by moody’s investors service and bbbpositive outlook by standard  poor’s ratings services
fair value estimation
the following table presents the group’s ﬁ nancial assets and liabilities that are measured at fair value
level 1
usm
level 2
usm
level 3
usm
total
usm
at 31 march 2013
assets
derivative ﬁ nancial instruments – 843 –  843 
available for sale investments –  10  12  22 
total assets – 853 12  865 
liabilities
derivative ﬁ nancial instruments – 86 –  86
total liabilities – 86 –  86
at 31 march 2012
assets
derivative ﬁ nancial instruments –  756  –  756 
available for sale investments 1  18  12  31 
total assets 1  774  12  787 
liabilities
derivative ﬁ nancial instruments –  109 –  109
total liabilities –  109 –  109
the levels of the fair value hierarchy and its application to the group’s ﬁ nancial assets and liabilities are described below
level 1 quoted prices unadjusted in active markets for identical assets or liabilities
the fair value of ﬁ nancial instruments traded in active markets is based on quoted market prices at the balance sheet date a market is 
regarded as active if quoted prices are readily and regularly available from an exchange dealer broker industry group pricing service or 
regulatory agency and those prices represent actual and regularly occurring market transactions on an arm’s length basis the quoted 
market price used for ﬁ nancial assets held by the group is the current bid price
level 2 inputs other than quoted prices that are observable for the asset or liability either directly ie as prices or indirectly ie derived 
from prices
the fair values of ﬁ nancial instruments that are not traded in an active market for example over the counter derivatives or infrequently traded 
listed investments are determined by using valuation techniques these valuation techniques maximise the use of observable market data 
where it is available and rely as little as possible on entity speciﬁ c estimates if all signiﬁ cant inputs required to fair value an instrument are 
observable the instrument is included in level 2
level 3 inputs for the asset or liability that are not based on observable market data 
speciﬁ c valuation techniques such as discounted cash ﬂ ow analysis are used to determine fair value of the remaining ﬁ nancial instruments
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 135 notes to the consolidated ﬁ nancial statements
continued
22 financial risk factors continued
the following table presents the changes in level 3 instruments for the years ended 31 march
available for sale
 investments
2013
usm
2012
usm
at 1 april 12  15 
exchange adjustments –  1
disposals –  2
at 31 march 12 12
23 derivative ﬁ nancial instruments
current derivative ﬁ nancial instruments
2013 2012
assets
usm
liabilities
usm
assets
usm
liabilities
usm
embedded derivatives 1  –  –  1
interest rate swaps – on borrowings
1
 25  4 ––
forward foreign currency contracts – on operating items 11  13 7  13
forward foreign currency contracts – on borrowings
1
 26  1 14  12
forward foreign currency contracts designated as cash ﬂ ow hedges 1  12 3  12
cross currency swaps – on borrowings
1
 47  –  –  – 
commodity contracts designated as cash ﬂ ow hedges –  4 –  2
 111  34 24  40
1
 borrowingsrelated derivative ﬁ nancial instruments amounting to a net asset of us93 million 2012 us2 million
noncurrent derivative ﬁ nancial instruments
2013 2012
assets
usm
liabilities
usm
assets
usm
liabilities
usm
interest rate swaps designated as fair value hedges
1
 428  13 394  18
interest rate swaps designated as cash ﬂ ow hedges
1
 –  10 –  4
interest rate swaps – on borrowings
1
 –  11 55  9
forward foreign currency contracts – on borrowings
1
 5  –  5  – 
forward foreign currency contracts – on operating items designated as net investment hedges 32  14 42  21
forward foreign currency contracts – on borrowings designated as net investment hedges
1
 4  2 –  10
cross currency swaps – on borrowings
1
 45  –  74  – 
cross currency swaps designated as cash ﬂ ow hedges
1
 59  –  18  – 
cross currency swaps designated as fair value hedges
1
 78  –  113  – 
cross currency swaps designated as net investment hedges 81  –  31  7
commodity contracts designated as cash ﬂ ow hedges –  2 –  – 
 732  52 732  69
1
 borrowingsrelated derivative ﬁ nancial instruments amounting to a net asset of us583 million 2012 us618 million
derivatives designated as hedging instruments
i fair value hedges
the group has entered into several interest rate swaps to pay ﬂ oating and receive ﬁ xed interest which have been designated as fair value 
hedges to hedge exposure to changes in the fair value of its us dollar and euro ﬁ xed rate borrowings borrowings are designated as the 
hedged item as part of the fair value hedge the borrowings and the interest rate swaps have the same critical terms
as at 31 march 2013 the notional amount of the us dollar interest rate swaps was us4250 million 2012 us3950 million the ﬁ xed interest 
rates received vary from 185 to 6625 2012 185 to 6625 and the ﬂ oating interest rates paid vary from libor plus 472 bps to libor 
plus 1778 bps 2012 libor plus 716 bps to libor plus 1778 bps on the notional amount
as at 31 march 2013 the notional amount of the euro interest rate swaps was €900 million 2012 €500 million the ﬁ xed interest rates received 
are 1875 to 45 2012 45 and ﬂ oating interest rates paid vary from euribor plus 71 bps to euribor plus 178 bps 2012 euribor 
plus 177 bps to euribor plus 178 bps on the notional amount
136 – sabmiller plc annual report 2013 23 derivative ﬁ nancial instruments continued
the group has entered into interest rate swaps and cross currency interest rate swaps the cumulative effect of which is to receive ﬁ xed us 
dollar interest and pay australian dollar ﬂ oating interest and to convert the proﬁ le of the us dollar borrowings into australian dollars these 
swaps have been designated as a combination of fair value and cash ﬂ ow hedges to hedge the exposure of the australian operations to 
changes in the fair value of the us dollar borrowings
as at 31 march 2013 the notional amount of the interest rate swaps was us300 million 2012 us600 million the ﬁ xed interest rates 
received are 7875 2012 4875 to 7875 and the ﬂ oating interest rates paid vary from libor plus 692 bps to libor plus 728 bps 
2012 libor plus 47 bps to libor plus 73 bps on the notional amount
the notional amount of the cross currency interest rate swaps was us1300 million 2012 us1600 million these were 
• us1000 million 2012 us1000 million received us dollar ﬁ xed rate interest varying from 5125 to 5875 2012 5125 to 5875 
and paid ﬂ oating australian dollar interest with rates varying from australian bank bills plus 268 bps to australian bank bills plus 410 bps 
2012 australian bank bills plus 268 bps to australian bank bills plus 410 bps and
• us300 million 2012 us600 million received ﬂ oating us dollar interest with rates of libor plus 71 bps 2012 libor plus 47 bps to 
libor plus 71 bps and paid ﬂ oating australian dollar interest with rates of australian bank bills plus 117 bps 2012 australian bank bills 
plus 87 bps to australian bank bills plus 117 bps
as at 31 march 2013 the carrying value of the hedged borrowings was us7202 million 2012 us6827 million 
ii cash ﬂ ow hedges
the group has entered into australian dollar interest rate swaps designated as cash ﬂ ow hedges to manage the interest rate on borrowings 
the notional amount of these interest rate swaps was us521 million equivalent 2012 us515 million the fair value of these interest rate 
swaps was a liability of us10 million 2012 us4 million the ﬁ xed interest rate paid varies from 427 to 438 2012 427 to 438 and 
the ﬂ oating rates received are australian bank bills plus zero bps 2012 australian bank bills plus zero bps as at 31 march 2013 the carrying 
value of the hedged borrowings was us523 million 2012 us535 million
the group has entered into forward exchange contracts designated as cash ﬂ ow hedges to manage shortterm foreign currency exposures 
to expected net operating costs including future trade imports and exports as at 31 march 2013 the notional amounts of these contracts 
were €383 million us432 million gbp144 million swiss franc chf 70 million zar464 million and czk674 million 2012 €317 million 
us557 million gbp128 million chf15 million zar405 million and czk12 million
the group has entered into commodity contracts designated as cash ﬂ ow hedges to manage the future price of commodities as at 31 march 
2013 the notional amount of forward contracts for the purchase price of corn was us13 million 2012 us3 million the notional amount of 
forward contracts for the purchase price of aluminium was us75 million 2012 us33 million and the notional amount of forward contracts 
for the purchase price of sugar was us1 million 2012 usnil
the following table indicates the period in which the cash ﬂ ows associated with derivatives that are cash ﬂ ow hedges are expected to occur 
and impact the income statement
carrying
amount
usm
expected
cash ﬂ ows
usm
less than 
1 year
usm
between 1
and 2 years
usm
between 2
and 5 years
usm
at 31 march 2013
interest rate swaps
liabilities 10 10 4 6 – 
forward foreign currency contracts
assets 1  1  1  –  – 
liabilities 12 12 12 –  – 
commodity contracts
liabilities 6 8 4 3 1
 27 29 19 9 1
at 31 march 2012
interest rate swaps
liabilities 4 4 1 2 1
forward foreign currency contracts
assets 3  4  4  –  – 
liabilities 12 13 13 –  – 
commodity contracts
liabilities 2 2 2 –  – 
 15 15 12 2 1
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 137 notes to the consolidated ﬁ nancial statements
continued
23 derivative ﬁ nancial instruments continued
iii hedges of net investments in foreign operations
the group has entered into several forward foreign currency contracts and cross currency swaps which it has designated as hedges of net 
investments in its foreign subsidiaries in south africa australia the czech republic poland colombia and peru to hedge the group’s 
exposure to foreign exchange risk on these investments net gains relating to forward foreign currency contracts and cross currency swaps 
of us63 million 2012 losses of us1 million have been recognised in other comprehensive income
analysis of notional amounts on ﬁ nancial instruments designated as net investment hedges
2013
m
2012
m
forward foreign currency contracts
sa rand  3681  2374 
czech koruna  5575  6825 
peruvian nuevo sol  480  631 
australian dollar  1000  1000 
polish zloty  611  630 
colombian peso  445500  490476 
cross currency swaps
sa rand  1404  1404 
australian dollar  277  – 
polish zloty  585  433 
czech koruna  7600  – 
standalone derivative ﬁ nancial 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 ﬂ ows with gains and losses taken to the income 
statement as at 31 march 2013 the notional amounts of these contracts were €32 million us61 million and zar28 million 2012 €91 million 
us150 million and zar37 million
the group has entered into forward foreign currency contracts to manage foreign currency exposures on intercompany loan balances these 
derivatives are fair valued based on discounted future cash ﬂ ows with gains and losses taken to the income statement as at 31 march 2013 
the notional amounts of these contracts were us108 million €3 million gbp31 million romanian lei ron 454 million pln863 million  
chf34 million zar251 million czk6340 million aud415 million and hungarian forints huf14500 million 2012 us110 million €60 million 
gbp34 million ron196 million pln189 million chf15 million zar632 million czk1425 million and aud209 million
ii cross currency swaps
the group has entered into cross currency swaps to manage foreign currency exposures on intercompany loan balances these derivatives are 
fair valued based on discounted future cash ﬂ ows with gains and losses taken to the income statement as at 31 march 2013 the notional 
amounts of these contracts were €317 million 2012 €317 million
fair value gain on ﬁ nancial instruments recognised in the income statement
2013
usm
2012
usm
derivative ﬁ nancial instruments
interest rate swaps 8 8
interest rate swaps designated as fair value hedges 7 104 
forward foreign currency contracts 12  76 
forward foreign currency contracts designated as fair value hedges 3  8 
cross currency swaps 19 27 
cross currency swaps designated as net investment hedges –  4
other fair value gains 18  30 
 53  233 
other ﬁ nancial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 7  104
total fair value gain on ﬁ nancial instruments recognised in the income statement 60  129 
fair value gains or losses on borrowings derivative ﬁ nancial instruments held to hedge interest rate risk on borrowings and derivative ﬁ nancial 
instruments acquired to hedge the risks of the foster’s acquisition were recognised as part of net ﬁ nance costs fair value gains or losses on 
all other derivative ﬁ nancial instruments are recognised in operating proﬁ t 
138 – sabmiller plc annual report 2013 23 derivative ﬁ nancial instruments continued
reconciliation of total ﬁ nancial instruments
the table below reconciles the group’s accounting categorisation of ﬁ nancial assets and liabilities based on initial recognition to the classes of 
assets and liabilities as shown on the face of the balance sheet
fair value 
through 
income 
statement
usm
loans and 
receivables
usm
available
for sale
usm
financial 
liabilities 
held at 
amortised 
cost
usm
not 
categorised 
as a ﬁ nancial 
instrument
usm
total
usm
non
current
usm
current
usm
at 31 march 2013
assets
available for sale investments –  –  22  –  –  22  22  – 
derivative ﬁ nancial instruments 843  –  –  –  –  843  732  111 
trade and other receivables –  1916  –  –  295  2211  144  2067 
loan participation deposit –  100  –  –  –  100  100  – 
cash and cash equivalents –  2171  –  –  –  2171  –  2171 
liabilities
derivative ﬁ nancial instruments 86 –  –  –  –  86 52 34
borrowings –  –  –  18548 –  18548 16079 2469
trade and other payables –  –  –  3524 612 4136 132 4004
at 31 march 2012
1
assets
available for sale investments –  –  31  –  –  31  30  1 
derivative ﬁ nancial instruments 756  –  –  –  –  756  732  24 
trade and other receivables –  2073  –  –  267  2340  136  2204 
loan participation deposit –  100  –  –  –  100  100  – 
cash and cash equivalents –  745  –  –  –  745  –  745 
liabilities
derivative ﬁ nancial instruments 109 –  –  –  –  109 69 40
borrowings –  –  –  19226 –  19226 18164 1062
trade and other payables –  –  –  3594 645 4239  112 4127
1
 as restated see note 28
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 139 notes to the consolidated ﬁ nancial statements
continued
24 provisions
demerged
entities and
litigation
usm
post
retirement
beneﬁ ts
usm
taxation
related
usm
restructuring
usm
payroll
related
usm
onerous
contracts
usm
other
usm
total
usm
at 1 april 2011 94  310  302  70  46  7  44  873 
exchange adjustments 2 1 2 2  –  7  2  6 
acquisitions – through business 
combinations 34  1  37  160  29  211  26  498 
disposals 1 –  –  10 1 –  9 21
chargedcredited to the income statement
– additional provision in year 4  28  3  23  17  2  37  114 
– unused amounts reversed –  10 54 1 1 –  –  66
utilised in the year 7 28 26 31 14 13 20 139
actuarial losses recorded in other 
comprehensive loss –  9  –  –  –  –  –  9 
transfers to disposal group classiﬁ ed as 
held for sale –  –  –  –  1 –  –  1
transfer between categories 3  –  5  4  4 –  8 – 
at 31 march 2012
1
 125  309  265  217  71  214  72  1273 
exchange adjustments 4 16 3 1 3 1  1 27
chargedcredited to the income statement
–  additional provision in year 1  30  21  19  14  2  18  105 
–  unused amounts reversed –  –  25 5 –  –  1 31
utilised in the year 4 43 7 110 13 56 19 252
actuarial losses recorded in other 
comprehensive loss –  21  –  –  –  –  –  21 
transfer from current tax liabilities –  –  7  –  –  –  –  7 
transfer between categories 7  –  10 6 9  1 1  – 
at 31 march 2013 125  301  248  114  78  160  70  1096 
2013
usm
2012
usm
analysed as
current 558  704 
noncurrent 538  569 
 1096  1273 
1
 as restated see note 28
demerged entities and litigation
during the year ended 31 march 1998 the group recognised a provision of us73 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 2013 us1 million 2012 us2 million of this provision was utilised in regard to costs associated 
with sab ltd’s previously disposed of remaining retail interests the residual balance of us10 million relates mainly to the disposal of ok 
bazaars 1929 ltd to shoprite holdings ltd shoprite as disclosed in previous annual reports a number of claims were made by shoprite in 
relation to the valuation of the net assets of ok bazaars at the time of the sale and for alleged breaches by sab ltd of warranties contained in 
the sale agreements these claims are being contested by sab ltd
there are us115 million 2012 us90 million of provisions in respect of outstanding litigation within various operations based on 
management’s expectation that the outcomes of these disputes are expected to be resolved within the forthcoming ﬁ ve years
while provision for all claims has already been made the actual outcome of the disputes and the timing of the resolution cannot be estimated 
by the directors at this time the further information ordinarily required by ias 37 ‘provisions contingent liabilities and contingent assets’ has 
not been disclosed on the grounds that it can be expected to seriously prejudice the outcome of the disputes 
postretirement beneﬁ ts
the provision for postretirement beneﬁ ts represents the provision for medical beneﬁ ts for retired employees and their dependants in south 
africa for postretirement medical and life insurance beneﬁ ts for eligible employees and their dependants in north america and europe 
medical and other beneﬁ ts in latin america and pension provisions for employees in north america latin america europe africa and 
asia paciﬁ c the principal assumptions on which these provisions are based are disclosed in note 31
140 – sabmiller plc annual report 2013 24 provisions continued
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 ﬁ nalised with the respective tax authorities
restructuring 
this includes the remaining provision for restructuring costs related to europe which management expects to be utilised within four years and 
provisions for costs related to preexisting demerger costs and demerger warranties in foster’s in australia which are expected to be utilised 
within one year
payrollrelated
this principally relates to employee long service awards of us17 million 2012 us19 million within south africa and us3 million 
2012 us15 million within latin america which are expected to be utilised over time when service awards fall due payrollrelated provisions 
also include us37 million 2012 us32 million restated within asia paciﬁ c relating to employee entitlement provisions and us18 million 
2012 us4 million of cashsettled sharebased payment provisions within corporate which are expected to be utilised within one year
onerous contracts
this includes provisions for unfavourable supply contracts for malt glass aluminium cans and concentrated fruit juice for nonalcoholic 
beverages as well as provisions for surplus property leases in australia which management expects to be utilised within seven years
other provisions
included within other provisions are environmental provisions and other provisions these are primarily expected to be utilised within four years
25 share capital
2013
usm
2012
usm
group and company
called up allotted and fully paid share capital
1669731799 ordinary shares of 10 us cents each 2012 1664323483 167  166 
50000 deferred shares of £100 each 2012 50000 –  – 
 167  166 
 ordinary 
 shares of 
 10 us cents 
 each 
deferred
shares of
£1 each
nominal 
 value 
 usm 
at 1 april 2011 1659040014  50000  166 
issue of shares – share incentive plans 5283469  –  – 
at 31 march 2012 1664323483  50000  166 
issue of shares – share incentive plans 5408316  –  1 
at 31 march 2013 1669731799  50000  167 
changes to authorised share capital
with effect from 1 october 2009 the company adopted new articles of association which removed any previous limit on the authorised share 
capital directors are still limited as to the number of shares they can at any time allot because allotment authority continues to be required 
under the companies act 2006 save in respect of employee share plans
changes to issued share capital
during the year the company issued 5408316 2012 5283469 new ordinary shares of 10 us cents to satisfy the exercise of options granted 
under the various share incentive plans for consideration of us102 million 2012 us96 million
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 141 notes to the consolidated ﬁ nancial statements
continued
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 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 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 on 
distribution of the proﬁ ts whether by cash dividend dividend in specie scrip dividend capitalisation issue or otherwise the convertible 
participating shares will rank pari passu with the ordinary shares on a return of capital whether windingup or otherwise the convertible 
participating shares will rank pari passu with the ordinary shares
altria is entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of 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 in iv above the convertible participating shares shall be treated as 
being of the same class as the ordinary shares and no separate meeting or resolution of the holders of the convertible participating shares 
shall be required to be convened or passed
upon a transfer of convertible participating shares by altria other than to an afﬁ liate such convertible participating shares shall convert into 
ordinary shares
altria is entitled to require the company to convert its convertible participating shares into ordinary shares if
i a third party has made a takeover offer for the company and if such offer becomes or is declared unconditional in all respects it would 
result in the voting shareholding of the third party being more than 30 of the total voting shareholding and
ii altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer provided 
that the conversion date shall be no earlier than the date on which the third party’s offer becomes or is declared unconditional in all 
respects
altria is entitled to require the company to convert its convertible participating shares into ordinary shares if the voting shareholding of a third 
party should be more than 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 ﬁ rst 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
142 – sabmiller plc annual report 2013 25 share capital continued
the company must use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating shares 
are admitted to the ofﬁ cial list and to trading on the london stock exchange’s market for listed securities admitted to listing and trading on 
the jse ltd and admitted to listing and trading on any other stock exchange upon which the ordinary shares are from time to time listed 
and traded but no admission to listing or trading need be sought for the convertible participating shares whilst they remain convertible 
participating shares
deferred shares
the deferred shares do not carry any voting rights and do not entitle their holders to receive any dividends or other distributions in the event of 
a windingup deferred shareholders would receive no more than the nominal value deferred shares represent the only nonequity share capital 
of the group
sharebased payments
the group operates various share incentive plans the share incentives outstanding are summarised as follows
scheme
2013
number
2012
number
gbp share options 17809920  16622334 
zar share options 12939245  13024503 
gbp stock appreciation rights sars 1955529  2820144 
gbp performance share awards 7505723  6880114 
gbp value share awards 11721564  6877784 
gbp cash settled awards –  335940 
total share incentives outstanding
1
 51931981  46560819 
1
 total share incentives outstanding exclude shares relating to the bbbee scheme
further details relating to all of the share incentive schemes can be found in the directors’ remuneration report on pages 66 to 85
the exercise prices of incentives outstanding at 31 march 2013 ranged from £0 to £2828 and zar5330 to zar40106 2012 £0 to £2548 
and zar5330 to zar29023 the movement in share awards outstanding is summarised in the following tables
gbp share options
gbp share options include share options granted under the executive share option plan 2008 the approved executive share option plan 
2008 the executive share option no2 scheme the approved executive share option scheme and the international employee share 
scheme no further grants can be made under the now closed executive share option no2 scheme the approved executive share option 
scheme or the international employee share scheme although outstanding grants may still be exercised until they reach their expiry date 
number
of options 
weighted
average
exercise
price
gbp
weighted
average fair
value at
grant date 
gbp 
outstanding at 1 april 2011 15088057  1346  – 
granted 4417346  2251  647 
lapsed 679700 1888  – 
exercised 2203369 1144  – 
outstanding at 31 march 2012 16622334  1591  – 
granted 4637730  2401  585 
lapsed 583250 2028  – 
exercised 2866894 1252  – 
outstanding at 31 march 2013 17809920  1842  – 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 143 notes to the consolidated ﬁ nancial statements
continued
25 share capital continued
zar share options
share options designated in zar include share options granted under the south african executive share option plan 2008 and the mirror 
executive share purchase scheme south africa no further grants can be made under the mirror executive share purchase scheme 
south africa although outstanding grants may still be exercised until they reach their expiry date
number
of options 
weighted
average
exercise
price
zar
weighted
average fair
value at
grant date 
zar 
outstanding at 1 april 2011 13686079  16964  – 
granted 2943373  28307  10543 
lapsed 524849 21817  – 
exercised 3080100 13830  – 
outstanding at 31 march 2012 13024503  20073  – 
granted 2912565  38188  13446 
lapsed 456401 26302  – 
exercised 2541422 15455  – 
outstanding at 31 march 2013 12939245  24838  – 
gbp sars
gbp sars include stock appreciation rights granted under the stock appreciation rights plan 2008 and the international employee stock 
appreciation rights scheme no further grants can be made under the now closed international employee stock appreciation rights scheme 
although outstanding grants may still be exercised until they reach their expiry date
number
of sars 
weighted
average
exercise
price
gbp
weighted
average fair
value at
grant date 
gbp 
outstanding at 1 april 2011 3575370  972  – 
granted 64900  2250  647 
lapsed 26583 1144  – 
exercised 793543 885  – 
outstanding at 31 march 2012 2820144  1025  – 
granted 60600  2395  581 
lapsed 9600 1594  – 
exercised 915615 866  – 
outstanding at 31 march 2013 1955529  1139  – 
gbp performance share awards
gbp performance share awards include awards made under the executive share award plan 2008 the performance share award scheme 
and the international performance share award subscheme no further awards can be made under the performance share award scheme 
and the international performance share award subscheme although outstanding awards remain and will vest subject to the achievement 
of their respective performance conditions on their vesting date
number
of awards 
weighted
average
exercise
price
gbp
weighted
average fair
value at
grant date 
gbp 
outstanding at 1 april 2011 7364124  –  – 
granted 2208640  –  2046 
lapsed 278760 –  – 
released to participants 2413890 –  – 
outstanding at 31 march 2012 6880114  –  – 
granted 3471222  –  2232 
lapsed 254284 –  – 
released to participants 2591329 –  – 
outstanding at 31 march 2013 7505723  –  – 
144 – sabmiller plc annual report 2013 25 share capital continued
gbp value share awards
the 4843780 2012 4034340 value share awards granted during the year ended 31 march 2013 represent the theoretical maximum number 
of awards that could possibly vest in the future although in practice it is extremely unlikely that this number of awards would be released
number of
value shares
per £10 million of
additional value
theoretical
maximum
shares at cap
weighted
average
exercise price 
gbp
weighted
average fair
value at
grant date 
gbp
outstanding at 1 april 2011 1022  3168200  –  – 
granted 1205  4034340  –  727 
lapsed 97 324756 –  – 
outstanding at 31 march 2012 2130  6877784  –  – 
granted 1270  4843780  –  702 
outstanding at 31 march 2013 3400  11721564  –  – 
gbp cashsettled awards
gbp share incentives included under the associated companies’ cash award plan 2011
number
of awards 
weighted
average
exercise
price
gbp
weighted
average fair
value at
grant date 
gbp 
outstanding at 1 april 2011 –  –  – 
granted 335940  –  2035 
outstanding at 31 march 2012 335940  –  – 
released to participants 335940 –  – 
outstanding at 31 march 2013 –  –  – 
outstanding share incentives
the following table summarises information about share incentives outstanding at 31 march
range of exercise prices
number 
2013
weighted
average
remaining
contractual
life in years
2013
number 
2012
weighted
average
remaining
contractual
life in years
2012
gbp share options
£4 – £5 –   –   204850  10 
£5 – £6 9000  06  73418  16 
£6 – £7 356310  11  401993  21 
£8 – £9 452944  21  622494  31 
£9 – £10 78275  56  78275  66 
£10 – £11 942994  34  1097744  44 
£11 – £12 1117686  41  1456403  51 
£12 – £13 3311385  57  4781927  68 
£17 – £18 17200  66  28700  76 
£19 – £20 3072050  72  3603984  82 
£20 – £21 46950  77  66950  87 
£22 – £23 3872096  82  4185596  92 
£23 – £24 4443930  92  –  – 
£25 – £26 20000  87  20000  97 
£28 – £29 69100  97  –  – 
 17809920  70  16622334  71 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 145 notes to the consolidated ﬁ nancial statements
continued
25 share capital continued
range of exercise prices
number 
2013
weighted
average
remaining
contractual
life in years
2013
number 
2012
weighted
average
remaining
contractual
life in years
2012
zar share options
r50 – r60 7500  01  172932  11 
r60 – r70 49900  06  229400  12 
r70 – r80 40500  11  68500  21 
r80 – r90 –   –   10000  02 
r90 – r100 363507  20  519607  30 
r110 – r120 –   –   40000  34 
r120 – r130 527300  29  757940  39 
r140 – r150 931600  53  1292300  63 
r150 – r160 426100  60  629600  70 
r160 – r170 362150  41  461100  51 
r180 – r190 1041100  49  1377700  59 
r210 – r220 1665750  68  2455350  78 
r220 – r230 1985700  77  2140000  87 
r250 – r260 519600  82  542400  92 
r290 – r300 2155793  87  2327674  97 
r310 – r320 625850  92  –  – 
r400 – r410 2236895  97  –  – 
 12939245  72  13024503  72 
gbp sars
£4 – £5 –   –   219168  11 
£6 – £7 243734  11  344018  21 
£8 – £9 299010  21  460085  31 
£9 – £10 2275  56  9100  66 
£10 – £11 384784  31  522934  41 
£11 – £12 485283  41  651500  51 
£12 – £13 355943  53  481839  63 
£13 – £14 12400  46  16700  56 
£19 – £20 49900  72  49900  82 
£22 – £23 61600  82  64900  92 
£23 – £24 60600  82  –  – 
 1955529  38  2820144  43 
gbp performance share awards
£0 7505723  15  6880114  11 
gbp value share awards
£0 11721564  26  6877784  30 
gbp cashsettled awards
£0 –   –   335940  10 
total share incentives outstanding 51931981  51  46560819  54 
exercisable share incentives
the following table summarises information about exercisable share incentives outstanding at 31 march
number 
2013
weighted
average
exercise
price
2013
number 
2012
weighted
average
exercise
price
2012
gbp share options 5792390  1127  5103986  1046 
zar share options 4915057  16484  5004479  14097 
gbp sars 1783429  1035  2705344  980 
146 – sabmiller plc annual report 2013 25 share capital continued
share incentives exercised or vested
the weighted average market price of the group’s shares at the date of exercise or vesting for share incentives exercised or vested during the 
year were 
number 
2013
weighted
average market
price
2013
number 
2012
weighted
average market
price
2012
share incentives designated in gbp 6709778  2681  5410802  2301 
share incentives designated in zar 2541422  38570  3080100  27819 
total share incentives exercised or vested during the year 9251200  8490902 
broadbased black economic empowerment bbbee scheme
on 9 june 2010 the initial allocation of participation rights was made in relation to the bbbee scheme in south africa a total of 462 million 
new shares in the south african breweries pty limited sab representing 845 of sab’s enlarged issued share capital were issued the 
shares in sab will be exchanged at the end of the estimated tenyear scheme term for shares in sabmiller plc based on a repurchase formula 
linked inter alia to the operating performance of sab no performance conditions and exercise prices are attached to these shares although 
the employee component has a fouryear vesting period the weighted average fair value of each sab share at the grant date was zar40
weighted average fair value assumptions
the fair value of services received in return for share awards granted is measured by reference to the fair value of share awards granted the 
estimate of the fair value of the services received is measured based on a binomial model approach except for the awards under performance 
share award schemes the executive share award plan 2008 including value share awards and the bbbee scheme which have been valued 
using monte carlo simulations and awards under the cash settled scheme which have been valued based on an analytic approach
the monte carlo simulation methodology is necessary for valuing sharebased payments with tsr 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 and
or life of the awards after considering their respective volatilities
the following weighted average assumptions were used in these option pricing models during the year
2013 2012
share price
1
–  south african share option scheme zar 37921  28049 
–  all other schemes £ 2376  2233 
exercise price
1
–  south african share option scheme zar 38188  28307 
–  all other schemes £ 871  935 
expected volatility all schemes
2
 
 
261 231
dividend yield all schemes  24 23
annual forfeiture rate
–  south african share option scheme  50 50
–  all other schemes  30 30
riskfree interest rate
–  south african share option scheme  73 79
–  all other schemes  10 23
1
 the calculation is based on the weighted fair value of issues made during the year
2
 expected volatility is calculated by assessing the historical share price data in the united kingdom and south africa since may 2002
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 147 notes to the consolidated ﬁ nancial statements
continued
26 retained earnings and other reserves 
a  retained earnings
treasury and
ebt shares
usm 
retained
earnings
usm
total
usm
at 1 april 2011 657 9648  8991 
proﬁ t for the year –  4221  4221 
other comprehensive loss –  119 119
actuarial losses taken to other comprehensive loss –  9 9
share of associates’ and joint ventures’ other comprehensive loss –  181 181
deferred tax credit on items taken to other comprehensive loss –  71  71 
dividends paid –  1324 1324
dilution of noncontrolling interests as a result of business combinations –  5 5
payment for purchase of own shares for share trusts 52 –  52
buyout of noncontrolling interests –  7 7
utilisation of ebt shares 48  48 – 
credit entry relating to sharebased payments –  158  158 
at 31 march 2012 661 12524  11863 
proﬁ t for the year –  3274  3274 
other comprehensive loss –  46 46
actuarial losses taken to other comprehensive loss –  21 21
share of associates’ and joint ventures’ other comprehensive loss –  53 53
deferred tax credit on items taken to other comprehensive loss –  28  28 
dividends paid –  1517 1517
payment for purchase of own shares for share trusts 53 –  53
utilisation of ebt shares 71  71 – 
credit entry relating to sharebased payments –  189  189 
at 31 march 2013 643 14353  13710 
the group’s retained earnings includes amounts of us734 million 2012 us709 million the distribution of which is limited by statutory or 
other restrictions 
treasury and ebt shares reserve
on 26 february 2009 77368338 sabmiller plc nonvoting convertible shares were converted into ordinary shares and then acquired by the 
company to be held as treasury shares while the purchase price for each share was £1054 the whole amount of the consideration was paid 
between group companies on 15 february 2010 5300000 of these treasury shares were transferred to the ebt for nil consideration on 26 
march 2013 an additional 4600000 treasury shares were transferred to the ebt at no gain or loss to the group these shares will be used to 
satisfy awards outstanding under the various share incentive plans as at 31 march 2013 a total of 67468338 shares 2012 72068338 were 
held in treasury
there are two employee beneﬁ t trusts currently in operation being the sabmiller employees’ beneﬁ t trust the ebt and the sabmiller 
associated companies’ employees’ beneﬁ t trust the acebt the ebt holds shares in sabmiller plc for the purposes of the various share 
incentive plans further details of which are disclosed in the directors’ remuneration report at 31 march 2013 the ebt held 8339106 shares 
2012 5605746 shares which cost us126 million 2012 us98 million and had a market value of us438 million 2012 us225 million 
these shares have been treated as a deduction in arriving at shareholders’ funds the ebt used funds provided by sabmiller plc to purchase 
such of the shares as were purchased in the market the costs of funding and administering the scheme are charged to the income statement 
in the period to which they relate 
the acebt holds shares in sabmiller plc for the purposes of providing share incentives for employees of companies in which sabmiller has a 
signiﬁ cant economic and strategic interest but over which it does not have management control further details on the acebt are disclosed in 
the directors’ remuneration report at 31 march 2013 the acebt held no 2012 335940 shares which cost usnil  2012 us11 million and 
had a market value of usnil 2012 us13 million these shares have been treated as a deduction in arriving at shareholders’ funds the 
acebt used funds provided by gardwell ltd a wholly owned indirect subsidiary of sabmiller plc to purchase the shares the costs of 
funding and administering the scheme are charged to the income statement in the period to which they relate
shares currently held in each ebt rank pari passu with all other ordinary shares but in both cases the trustees have elected to waive dividends 
and to decline from voting shares except in circumstances where they may be holding shares beneﬁ cially owned by a participant there were 
no beneﬁ cially owned shares in either ebt as at 31 march 2013 2012 nil
148 – sabmiller plc annual report 2013 26 retained earnings and other reserves continued
b  other reserves
the analysis of other reserves is as follows
foreign
currency
translation
reserve
usm
cash ﬂ ow
hedging
reserve
usm
net
investment
hedging
reserve
usm
available
for sale
reserve
usm
total
usm
at 1 april 2011 2183  35  340 3  1881 
currency translation differences 137  –  –  –  137 
net investment hedges –  –  1 –  1
cash ﬂ ow hedges –  6  –  –  6 
deferred tax on items taken to other comprehensive loss –  30  –  –  30 
share of associates’ and joint ventures’ other comprehensive loss –  75 –  –  75
at 31 march 2012 2320  4 341 3  1978 
currency translation differences 696 –  –  –  696
net investment hedges –  –  63  –  63 
cash ﬂ ow hedges –  5 –  –  5
available for sale investments –  –  –  1 1
deferred tax on items taken to other comprehensive loss –  6  –  –  6 
share of associates’ and joint ventures’ other comprehensive lossincome –  23 –  6  17
at 31 march 2013 1624  26 278 8  1328 
foreign currency translation reserve
the foreign currency translation reserve comprises all translation exchange differences arising on the retranslation of opening net assets 
together with differences between income statements translated at average and closing rates
27a reconciliation of proﬁ t for the year to net cash generated from operations
2013
usm
2012
usm
proﬁ t for the year 3511  4477 
taxation 1201  1126 
share of posttax results of associates and joint ventures 1244 1152
finance income 682 531
finance costs 1417  1093 
operating proﬁ t 4203  5013 
depreciation
–  property plant and equipment 641  672 
–  containers 226  237 
container breakages shrinkages and writeoffs 38  34 
proﬁ t on disposal of businesses 79 1258
gain on remeasurement of existing interest in joint venture on acquisition –  66
proﬁ t on disposal of investment in associate –  103
gain on dilution of investment in associate 4 –
lossproﬁ t on disposal of property plant and equipment 13  15
amortisation of intangible assets 450  273 
impairment of goodwill 11  – 
impairment of property plant and equipment 39  – 
impairment of working capital balances 31  16 
amortisation of advances to customers 45  24 
unrealised net gain from fair value hedges –  20
dividends received from other investments 1 1
charge with respect to share options 184  132 
charge with respect to broadbased black economic empowerment scheme 17  29 
other noncash movements 56 12 
net cash generated from operations before working capital movements ebitda 5758  4979 
increase in inventories 14 45
increase in trade and other receivables 107 25
increase in trade and other payables 82  374 
decrease in provisions 177 46
increase in postretirement beneﬁ t provisions 12  – 
net cash generated from operations 5554  5237 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 149 notes to the consolidated ﬁ nancial statements
continued
27a reconciliation of proﬁ t for the year to net cash generated from operations 
continued
proﬁ t for the year and cash generated from operations before working capital movements includes cash ﬂ ows relating to exceptional items of 
us191 million 2012 us308 million comprising us140 million 2012 us228 million in respect of business capability programme costs 
us51 million 2012 us50 million in respect of integration and restructuring costs usnil 2012 us72 million in respect of transaction
related costs partially offset by usnil 2012 us42 million in respect of a litigationrelated credit
the following table provides a reconciliation of ebitda to adjusted ebitda
2013
usm
2012
usm
ebitda 5758  4979 
cash exceptional items 191  308 
dividends received from millercoors 886  896 
adjusted ebitda 6835  6183 
27b reconciliation of net cash generated from operating activities to free cash ﬂ ow
2013
usm
2012
usm
net cash generated from operating activities 4101  3937 
purchase of property plant and equipment 1335 1473
proceeds from sale of property plant and equipment 30  116 
purchase of intangible assets 144 166
proceeds from sale of intangible assets 4  – 
investments in joint ventures 272 288
investments in associates 23 – 
repayment of investments by associates –  14 
dividends received from joint ventures 886  896 
dividends received from associates 113  120 
dividends received from other investments 1  1 
dividends paid to noncontrolling interests 131 109
free cash ﬂ ow 3230  3048 
27c analysis of net debt 
cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash ﬂ ow statement as follows
2013
usm
2012
usm
cash and cash equivalents balance sheet 2171  745 
overdrafts 212 138
overdrafts of disposal group classiﬁ ed as held for sale –  1
cash and cash equivalents cash ﬂ ow statement 1959  606 
150 – sabmiller plc annual report 2013 27c analysis of net debt continued
net debt is analysed as follows
cash and
cash
equivalents
excluding
overdrafts
usm
overdrafts
usm
borrowings
usm
derivative
ﬁ nancial 
instruments 
 usm
finance
leases
 usm
total
gross
borrowings
usm
net 
debt
usm
at 1 april 2011 1071  258 8193 298  9 8162 7091
exchange adjustments 10  49 38 9  –  78 68
cash ﬂ ow 246 157  8861 43 5  8742 8988
acquisitions – through business combinations 12  –  1844 259  2 1587 1575
disposals 102 11  98  –  –  109  7 
other movements –  –  229 97  15 147 147
at 31 march 2012 745  139 19067 620  21 18607 17862
exchange adjustments 83 32  131  –  1  164  81 
cash ﬂ ow 1512  105 560  4  6  465  1977 
disposals 3 –  –  –  –  –  3
other movements –  –  75  52  21 106 106 
at 31 march 2013 2171  212 18301 676  35 17872 15701
27d major noncash transactions
2013
major noncash transactions in the year included the following
the additional proﬁ t realised on the disposal in the prior year of the group’s angolan operations in africa
2012
major noncash transactions in the year included the following
the disposal of the group’s angolan operations cocacola bottling luanda sarl cocacola bottling sul de angola sarl empresa de 
cervejas n’gola norte sa and its interest in empresa de cervejas n’gola sarl in africa in exchange for a 275 interest in bih angola
the contribution of the group’s russian beer business sabmiller rus llc and ukrainian beer business pjsc miller brands ukraine to 
anadolu efes in exchange for a 24 economic interest in the enlarged anadolu efes group
the remeasurement of the group’s existing 50 interest in the paciﬁ c beverages joint venture to fair value on the acquisition of the 
remaining 50 interest
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 151 notes to the consolidated ﬁ nancial statements
continued
28 restatement of the balance sheet at 31 march 2012
the initial accounting under ifrs 3 ‘business combinations’ for the foster’s the paciﬁ c beverages and the international breweries 
acquisitions had not been completed as at 31 march 2012 during the year ended 31 march 2013 adjustments to provisional fair values 
in respect of these acquisitions were made as a result comparative information for the year ended 31 march 2012 has been presented in 
the consolidated ﬁ nancial statements as if the adjustments to provisional fair values had been made from the respective transaction dates 
the fair value exercises in respect of these acquisitions are now complete
the following table reconciles the impact on the balance sheet reported as at 31 march 2012 to the comparative balance sheet presented in 
the consolidated ﬁ nancial statements no material adjustments to the income statement for the year ended 31 march 2012 have been required 
as a result of the adjustments to provisional fair values
at 31 march
2012
usm 
adjustments
to provisional
fair values
usm
at 31 march 
2012
as restated
usm
assets
noncurrent assets
goodwill 20128  43  20171 
intangible assets 9901  57  9958 
property plant and equipment 9299  137 9162 
investments in joint ventures 5520  –  5520 
investments in associates 4946  126  5072 
available for sale investments 30  –  30 
derivative ﬁ nancial instruments 732  –  732 
trade and other receivables 136  –  136 
deferred tax assets 117  –  117 
loan participation deposit 100  –  100 
 50909  89  50998 
current assets
inventories 1255  7 1248 
trade and other receivables 2156  48  2204 
current tax assets 482  147  629 
derivative ﬁ nancial instruments 24  –  24 
available for sale investments 1  –  1 
cash and cash equivalents 745  –  745 
 4663  188  4851 
assets of disposal group classiﬁ ed as held for sale 79  –  79 
 4742  188  4930 
total assets 55651  277  55928 
liabilities
current liabilities
derivative ﬁ nancial instruments 40 –  40
borrowings 1062 –  1062
trade and other payables 4054 73 4127
current tax liabilities 910 413 1323
provisions 717 13  704
 6783 473 7256
liabilities of disposal group classiﬁ ed as held for sale 7 –  7
 6790 473 7263
noncurrent liabilities
derivative ﬁ nancial instruments 69 –  69
borrowings 18164 –  18164
trade and other payables 112 –  112
deferred tax liabilities  3917 198  3719
provisions 586 17  569
 22848 215  22633
total liabilities 29638 258 29896
net assets 26013  19  26032 
total equity 26013  19  26032 
152 – sabmiller plc annual report 2013 29 acquisitions and disposals
the group completed the acquisition of a 60 interest in darbrew limited in tanzania in march 2013 for total cash consideration of 
us6 million the business combination has been accounted for using the acquisition method the residual value over the net assets 
acquired is recognised as goodwill of us3 million in the ﬁ nancial statements 
disposals
on 7 september 2012 the group completed the disposal of foster’s interests in its fijian beverage operations foster’s group paciﬁ c limited 
and on 28 september 2012 the group completed the disposal of foster’s soft drink assets both to cocacola amatil limited cca there was 
no gain or loss on disposal
30 commitments contingencies and guarantees
a  operating lease commitments
the minimum lease rentals to be paid under noncancellable leases at 31 march are as follows
2013
usm
2012
usm
land and buildings
within one year 65  65 
later than one year and less than ﬁ ve years 152  171 
after ﬁ ve years 33  42 
 250  278 
plant vehicles and systems
within one year 54  55 
later than one year and less than ﬁ ve years 129  126 
after ﬁ ve years 91  87 
 274  268 
b  other commitments
2013
usm
2012
usm
capital commitments not provided in the ﬁ nancial information
contracts placed for future expenditure for property plant and equipment 239  277 
contracts placed for future expenditure for intangible assets 3  1 
share of capital commitments of joint ventures 48  44 
other commitments not provided in the ﬁ nancial information
contracts placed for future expenditure 2632  3164 
share of joint ventures’ other commitments 379  512 
contracts placed for future expenditure in 2013 primarily relate to minimum purchase commitments for raw materials and packaging materials 
which are principally due between 2013 and 2019 additionally as part of the business capability programme the group has entered into 
contracts for the provision of it communications and consultancy services and in relation to which the group had commitments of 
us120 million at 31 march 2013 2012 us193 million
the group’s share of joint ventures’ other commitments primarily relate to millercoors’ various longterm noncancellable advertising and 
promotion commitments
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 153 notes to the consolidated ﬁ nancial statements
continued
30 commitments contingencies and guarantees continued
c  contingent liabilities and guarantees
2013
usm
2012
usm
guarantees to third parties provided in respect of trade loans
1
 2  4 
share of joint ventures’ contingent liabilities – 4 
litigation
2
 15  23 
other contingent liabilities 2  9 
 19  40 
1
 guarantees to third parties provided in respect of trade loans
these primarily relate to guarantees given by grolsch to banks in relation to loans taken out by trade customers
2
 litigation
the group has a number of activities in a wide variety of geographic areas and is subject to certain legal claims incidental to its operations in the opinion of the directors after taking 
appropriate legal advice these claims are not expected to have either individually or in aggregate a material adverse effect upon the group’s ﬁ nancial position except insofar as already 
provided in the consolidated ﬁ nancial statements these include claims made by certain former employees in ecuador arising out of events which took place before the group’s investment 
in ecuador in 2005 in respect of which based on legal advice that they have no valid legal basis the directors have determined that no provision is required and that they should continue 
to be contested
other
sabmiller and altria entered into a tax matters agreement the agreement on 30 may 2002 to regulate the conduct of tax matters between 
them with regard to the acquisition of miller and to allocate responsibility for contingent tax costs sabmiller has agreed to indemnify altria 
against any taxes losses liabilities and costs that altria incurs arising out of or in connection with a breach by sabmiller of any representation 
agreement or covenant in the agreement subject to certain exceptions
the group has exposures to various environmental risks although it is difﬁ cult 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 ﬁ nancial position except insofar as 
already provided in the consolidated ﬁ nancial statements
31 pensions and postretirement beneﬁ ts
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 deﬁ ned contribution and deﬁ ned beneﬁ t schemes 
the majority of the schemes are funded and the schemes’ assets are held independently of the group’s ﬁ nances the assets of the schemes 
do not include any of the group’s own ﬁ nancial instruments nor any property occupied by or other assets used by the group pension and 
postretirement beneﬁ t costs are assessed in accordance with the advice of independent professionally qualiﬁ ed actuaries generally the 
projected unit method is applied to measure the deﬁ ned beneﬁ t scheme liabilities 
the group also provides medical beneﬁ ts which are mainly unfunded for retired employees and their dependants in south africa the 
netherlands and latin america
the total pension and postretirement medical beneﬁ t costs recognised in the income statement and related net liabilities on the balance sheet 
are as follows
2013
usm
2012
usm
deﬁ ned contribution scheme costs 110  97 
deﬁ ned beneﬁ t pension plan costs 18  15 
postretirement medical and other beneﬁ t costs 11  13 
accruals for deﬁ ned contribution plans balance sheet 7  3 
provisions for deﬁ ned beneﬁ t pension plans balance sheet 206  197 
provisions for other postretirement beneﬁ ts balance sheet 95  112 
154 – sabmiller plc annual report 2013 31 pensions and postretirement beneﬁ ts continued
the group operates various deﬁ ned contribution and deﬁ ned beneﬁ t schemes details of the main deﬁ ned beneﬁ t schemes are provided below
latin america pension schemes
the group operates a number of pension schemes throughout latin america details of the major scheme are provided below
the colombian labour code pension plan is an unfunded scheme of the deﬁ ned beneﬁ t 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 ﬁ nanced entirely 
through company reserves and there are no external assets the most recent actuarial valuation of the colombian labour code pension plan 
was carried out by independent professionally qualiﬁ ed actuaries at 28 february 2013 using the projected unit credit method all salaried 
employees are now covered by social security or private pension fund provisions the principal economic assumptions used in the 
preparation of the pension valuations are shown below and take into consideration changes in the colombian economy 
grolsch pension scheme
the grolsch pension plan named stichting pensioenfonds van de grolsche bierbrouwerij is a funded scheme of the deﬁ ned beneﬁ t type 
based on average salary with assets held in separately administered funds the latest valuation of the grolsch pension fund was carried 
out at 31 march 2013 by an independent actuary using the projected unit credit method
other
details of other deﬁ ned beneﬁ t pension schemes are provided below
carlton  united breweries pension scheme
the carlton  united breweries pension fund named ausbev superannuation fund provides accumulation style and deﬁ ned beneﬁ ts to the 
employees the company funds the deﬁ ned beneﬁ ts administration and insurance costs of the fund as a beneﬁ t to employees who elect to be 
members of this fund the latest valuation of the carlton  united breweries pension fund was carried out at 30 june 2011 by an independent 
actuary using the projected unit credit method the valuation update for the fund was carried out at 31 march 2013 by an independent actuary 
the deﬁ ned beneﬁ ts section is now closed to new members
south africa pension schemes
the group operates a number of pension schemes throughout south africa details of the major schemes are provided below
the abi pension fund suncrush pension fund and suncrush retirement fund are funded schemes of the deﬁ ned beneﬁ t type based on 
average salary with assets held in separately administered funds the surplus apportionment schemes for the abi pension fund the suncrush 
pension fund and suncrush retirement fund have been approved by the financial services board 
the active and pensioner liabilities in respect of the abi pension fund and the suncrush retirement fund have been settled the only liabilities 
are in respect of former members the surplus apportionment scheme and unclaimed beneﬁ ts once the surplus liabilities have been settled 
the funds will be deregistered and liquidated the latest valuation of the south african pension schemes was carried out at 31 march 2013 by 
an independent actuary
the section 14 transfer of the suncrush pension fund members to the sab staff provident fund was annulled by the financial services board 
on 24 august 2011 the rules of the fund have been amended to allow for paidup beneﬁ ts for each of the members this would allow for each 
member to be paid their beneﬁ t valued as at 1 july 2005 upon their exit
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 155 notes to the consolidated ﬁ nancial statements
continued
31 pensions and postretirement beneﬁ ts continued
principal actuarial assumptions at 31 march expressed as weighted averages
deﬁ ned beneﬁ t pension plans
medical and other 
postretirement beneﬁ ts
latin 
america grolsch other south africa other
at 31 march 2013
discount rate  50 38 46 88 49
salary inﬂ ation  25 20 39 – –
pension inﬂ ation  25 07 32 – –
healthcare cost inﬂ ation  – – – 75 23
mortality rate assumptions
–  retirement age males 55 65 62 63 57
females 50 65 61 63 53
–  life expectations on retirement age
retiring today males 27 21 22 16 25
females 36 24 23 20 32
retiring in 20 years males 27 23 22 16 25
females 36 25 23 20 32
at 31 march 2012
discount rate  75 48 60 93 70
salary inﬂ ation  35 20 38 – –
pension inﬂ ation  35 20 32 – –
healthcare cost inﬂ ation  – – – 78 30
mortality rate assumptions
–  retirement age males 55 65 66 63 57
females 50 65 61 63 53
–  life expectations on retirement age
retiring today males 27 21 22 16 24
females 36 24 23 20 31
retiring in 20 years males 27 23 22 16 24
females 36 25 23 20 32
the present value of deﬁ ned beneﬁ t pension plan and postemployment medical beneﬁ t liabilities are as follows
deﬁ ned beneﬁ t pension plans
medical and other 
postretirement beneﬁ ts
latin
america
usm
grolsch
usm
other
usm
total
usm
south
africa
usm
other
usm
total
usm
present value of scheme liabilities at 1 april 2011 175  305  48  528  71  43  114 
–  portion of deﬁ ned beneﬁ t obligation that is unfunded 175  –  13  188  71  43  114 
–  portion of deﬁ ned beneﬁ t obligation that is partly or wholly funded –  305  35  340  –  –  – 
beneﬁ ts paid 18 11 15 44 –  4 4
contributions paid by plan participants –  3  –  3  2 –  2
current service cost –  4  2  6  2  1  3 
interest costs 13  15  5  33  6  4  10 
actuarial lossesgains 6  21  13  40  1 1  – 
reversal of unused provision 10 –  –  10 –  –  – 
acquisitions –  –  52  52  –  –  – 
exchange adjustments 6  18 3 15 10 1  9
present value of scheme liabilities at 31 march 2012 172  319  102  593  66  46  112 
–  portion of deﬁ ned beneﬁ t obligation that is unfunded 172  –  13  185  66  46  112 
–  portion of deﬁ ned beneﬁ t obligation that is partly or wholly funded –  319  89  408  –  –  – 
beneﬁ ts paid 17 11 9 37 –  5 5
contributions paid by plan participants –  3  –  3  2 –  2
current service cost 1  4  3  8  1  1  2 
interest costs 12  14  4  30  6  3  9 
actuarial lossesgains 17  19 2  –  14 5  9
settlements and curtailments –  –  3 3 –  –  – 
exchange adjustments 4 12 6 22 10 2 12
present value of scheme liabilities at 31 march 2013 181  298  93  572  47  48  95 
–  portion of deﬁ ned beneﬁ t obligation that is unfunded 181  –  12  193  47  48  95 
–  portion of deﬁ ned beneﬁ t obligation that is partly or wholly funded –  298  81  379  –  –  – 
156 – sabmiller plc annual report 2013 31 pensions and postretirement beneﬁ ts continued
the fair value reconciliations of opening plan assets to closing plan assets on an aggregated basis are as follows
deﬁ ned beneﬁ t pension plans
grolsch
usm
other
usm
total
usm
plan assets at 1 april 2011 333  52  385 
expected return on plan assets 16  8  24 
beneﬁ ts paid 11 14 25
employer contributionsemployer assets recognised 9  5 4 
actuarial gainslosses 26  3 23 
acquisitions –  51  51 
exchange adjustments 21 5 26
plan assets at 31 march 2012 352  84  436 
expected return on plan assets 15  5  20 
beneﬁ ts paid 11 8 19
employer contributions 17  2  19 
actuarial gains 18  –  18 
settlements – 3 3
exchange adjustments 14 4 18
plan assets at 31 march 2013 377  76  453 
the fair value of assets in pension schemes and the expected rates of return were
latin america grolsch other total
usm
long
term
rate of 
return
 usm
long
term
rate of
return
 usm
long
term
rate of 
return
 usm
at 31 march 2013
equities – – 126  70  20 80 146 
bonds – – 235  30  21 80 256 
cash – – –  –  31 70 31 
property and other – – 16  70  4 90 20 
total fair value of assets –  377  76  453 
present value of scheme liabilities 181 298 93 572
deﬁ citsurplus in the scheme 181 79  17 119
unrecognised pension asset due to limit –  79 8 87
pension liability recognised 181 –  25 206
at 31 march 2012
equities – – 102  70  31 10 133 
bonds – – 229  40  14 90 243 
cash – – –  –  34 60 34 
property and other – – 21  70  5 90 26 
total fair value of assets –  352  84  436 
present value of scheme liabilities 172 319 102 593
deﬁ citsurplus in the scheme 172 33  18 157
unrecognised pension asset due to limit –  33 7 40
pension liability recognised 172 –  25 197
the expected returns on plan assets is determined by considering the expected returns available on each major asset class and the asset mix 
underlying the current investment policy
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 157 notes to the consolidated ﬁ nancial statements
continued
31 pensions and postretirement beneﬁ ts continued
the amounts recognised in the balance sheet are as follows
deﬁ ned beneﬁ t pension plans
medical and other 
postretirement beneﬁ ts
latin
america
usm
grolsch
usm
other
usm
total
usm
south
africa
usm
other
usm
total
usm
at 31 march 2013
present value of scheme liabilities 181 298 93 572 47 48 95
fair value of plan assets –  377  76  453  –  –  – 
 181 79  17 119 47 48 95
unrecognised assets due to limit –  79 8 87 –  –  – 
net liability recognised on balance sheet 181 –  25 206 47 48 95
at 31 march 2012
present value of scheme liabilities 172 319 102 593 66 46 112
fair value of plan assets –  352  84  436  –  –  – 
 172 33  18 157 66 46 112
unrecognised assets due to limit –  33 7 40 –  –  – 
net liability recognised on balance sheet 172 –  25 197 66 46 112
in respect of deﬁ ned beneﬁ t pensions plans in south africa which are included in ‘other’ the pension asset recognised is limited to the extent 
that the employer is able to recover a surplus either through reduced contributions in the future or through refunds from the scheme pension 
fund assets have been set equal to nil as the surplus apportionment exercise required in terms of the south african legislation has not yet 
been completed
the pension asset recognised in respect of grolsch is limited to the extent that the employer is able to recover a surplus either through reduced 
contributions in the future or through refunds from the scheme the limit has been set equal to nil due to the terms of the pension agreement 
with the pension fund
the amounts recognised in net operating expenses in the income statement are as follows
deﬁ ned beneﬁ t pension plans
medical and other 
postretirement beneﬁ ts
latin
america
usm
grolsch
usm
other
usm
total
usm
south
africa
usm
other
usm
total
usm
at 31 march 2013
current service cost 1 4 3 8 1 1 2
interest costs 12 14 4 30 6 3 9
expected return on plan assets –  15  5  20  –  –  – 
 13 3 2 18 7 4 11
at 31 march 2012
current service cost –  4 2 6 2 1 3
interest costs 13 15 5 33 6 4 10
expected return on plan assets –  16  8  24  –  –  – 
 13 3 1  15 8 5 13
158 – sabmiller plc annual report 2013 31 pensions and postretirement beneﬁ ts continued
the amounts recognised in the statement of comprehensive income are as follows
deﬁ ned beneﬁ t pension plans
medical and other 
postretirement beneﬁ ts
latin
america
usm
grolsch
usm
other
usm
total
usm
south
africa
usm
other
usm
total
usm
at 31 march 2013
actual return on plan assets –  33  5  38  –  –  – 
less expected return on plan assets –  15 5 20 –  –  – 
experience gains arising on
– scheme assets –  18  –  18  –  –  – 
– scheme liabilities –  19  1  20  –  –  – 
changes in actuarial assumptions 17 –  1 18 14  5 9 
unrecognised gains due to limit – 49 1 50 – – –
 17 12 1 30 14  5 9 
at 31 march 2012
actual return on plan assets –  42  5  47  –  –  – 
less expected return on plan assets –  16 8 24 –  –  – 
experience gainslosses arising on
–  scheme assets –  26  3 23  –  –  – 
–  scheme liabilities –  21 10 31 1  –  1 
changes in actuarial assumptions 6 –  3 9 –  1 1
unrecognised gainslosses due to limit –  6 14  8  –  –  – 
 6 1 2 9 1  1 – 
the cumulative amounts recognised in other comprehensive income are as follows
2013
usm
2012
usm
cumulative actuarial losses recognised at beginning of year 212 203
net actuarial losses recognised in the year 21 9
cumulative actuarial losses recognised at end of year 233 212
history of actuarial gains and losses
2013
usm
2012
usm
2011
usm
2010
usm
2009
usm
experience gainslosses of plan assets 18  23  14  33  77
percentage of plan assets 4 5 4 10 26
experience gainslosses of scheme liabilities 20  30 16  44 28 
percentage of scheme liabilities 3 4 2 7 6
fair value of plan assets 453  436  385  344  299 
present value of scheme liabilities 667 705 642 612 499
deﬁ cit in the schemes 214 269 257 268 200
unrecognised assets due to limit 87 40 53 22 17
net liability recognised in balance sheet 301 309 310 290 217
contributions expected to be paid into the group’s major deﬁ ned beneﬁ t schemes during the annual period after 31 march 2013 are 
us25 million
a 1 increase and a 1 decrease in the assumed healthcare cost of inﬂ ation will have the following effect on the group’s major post
employment medical beneﬁ ts
2013
increase
usm
decrease
usm
current service costs –  – 
interest costs 1  1
accumulated postemployment medical beneﬁ t costs 9  7
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 159 notes to the consolidated ﬁ nancial statements
continued
32 related party transactions
a  parties with signiﬁ cant inﬂ uence over the group altria group inc altria and the santo domingo group sdg
altria is considered to be a related party of the group by virtue of its 268 equity shareholding there were no transactions with altria during 
the year
sdg is considered to be a related party of the group by virtue of its 140 equity shareholding in sabmiller plc there were no transactions 
with sdg during the year during the year ended 31 march 2012 the group made donations of us33 million to the fundación mario santo 
domingo pursuant to the contractual arrangements entered into at the time of the bavaria transaction in 2005 under which it was agreed 
that the proceeds of the sale of surplus nonoperating property assets owned by bavaria sa and its subsidiaries would be donated to various 
charities including the fundación mario santo domingo no donations were made to the fundación mario santo domingo during the year 
ended 31 march 2013 at 31 march 2013 usnil 2012 usnil was owing to the sdg
b  associates and joint ventures
details relating to transactions with associates and joint ventures are analysed below
2013
usm
2012
usm
purchases from associates
1
 227 214
purchases from joint ventures
2
 97 86
sales to associates
3
 46  39 
sales to joint ventures
4
 25  28 
dividends receivable from associates
5
 113  150 
dividends received from joint ventures
6
 886  896 
royalties received from associates
7
 27  13 
royalties received from joint ventures
8
 2  2 
management fees guarantee fees and other recoveries received from associates
9
 17  24 
management fees paid to joint ventures
10
 2 1
sale of associate to joint venture
11
 21  – 
1
 the group purchased canned cocacola products for resale from cocacola canners of southern africa pty limited cocacola canners inventory from distell group ltd distell and 
associated fruit processors pty ltd afp and accommodation from tsogo sun holdings ltd tsogo sun all in south africa
2
 the group purchased lager from millercoors llc millercoors
3
 the group made sales of lager to tsogo sun delta corporation ltd delta anadolu efes biracılık ve malt sanayii a¸s anadolu efes and distell and in the prior year also to empresa 
cervejas de n’gola sarl ecn and société des brasseries et glacières internationales and brasseries internationales holding ltd castel
4
 the group made sales to millercoors and in the prior year also to paciﬁ c beverages pty ltd
5
 the group had dividends receivable from castel of us21 million 2012 us60 million cocacola canners us11 million 2012 us6 million distell us21 million 2012 us22 million 
tsogo sun us33 million 2012 us41 million delta us12 million 2012 us3 million international trade and supply limited 14 million 2012 us6 million grolsch uk ltd 
us1 million 2012 us2 million and kenya breweries ltd usnil 2012 us9 million
6
 the group received dividends from millercoors
7
 the group received royalties from delta and anadolu efes and in the prior year also kenya breweries ltd
8
 the group received royalties from millercoors
9
 the group received management fees from delta guarantee fees from delta and bih brasseries internationales holding angola ltd bih angola and other recoveries from afp 
in the prior year management fees were also received from ecn
10
 the group paid management fees to millercoors
11
 the group sold its interest in foster’s usa llc to millercoors for cash consideration
at 31 march
2013
usm
2012
usm
amounts owed by associates – trade
1
 68  145 
amounts owed by associates – loans
2
 –  60 
amounts owed by joint ventures
3
 5  6 
amounts owed to associates
4
 150 42
amounts owed to joint ventures
5
 14 17
1
 amounts owed by afp delta bih angola and anadolu efes
2
 amounts owed by bih angola in the prior year
3
 amounts owed by millercoors
4
 amounts owed to cocacola canners castel and tsogo sun at 31 march 2013 this balance included us100 million received in compensation for the loan participation deposit relating 
to the angolan businesses managed by castel see note 17
5
 amounts owed to millercoors
guarantees provided in respect of associates’ bank facilities are detailed in note 22
c  transactions with key management
the group has a related party relationship with the directors of the group and members of the excom as key management at 31 march 2013 
there were 26 2012 27 members of key management key management compensation is provided in note 6c 
160 – sabmiller plc annual report 2013 33 post balance sheet events
in january 2013 the group agreed to sell its noncore milk and juice business in panama subject to regulatory approval the regulatory 
approval for the sale was received and the sale completed in may 2013 
34 principal subsidiaries associates and joint ventures
the principal subsidiary undertakings of the group as at 31 march were as follows
country of
incorporation
principal 
activity
effective interest
name 2013 2012
corporate
sabmiller holdings ltd united kingdom holding company 100 100
sabmiller africa and asia bv
1
netherlands holding company 100 100
sabmiller holdings sa ltd united kingdom holding company 100 100
sabmiller holdings sh ltd united kingdom holding company 100 100
sabmiller international bv netherlands trademark owner 100 100
sabmiller saf limited united kingdom holding companyfinancing 100 100
sabmiller southern investments ltd united kingdom holding company 100 100
sabmiller procurement gmbh
2
switzerland procurement 100 100
sabsa holdings ltd south africa holding company 100 100
latin american operations 
bavaria sa
3
colombia brewingsoft drinks 99 99
cervecería argentina sa isenbeck argentina brewing 100 100
cervecería del valle sa colombia brewing 99 99
cervecería hondureña sa de cv honduras brewingsoft drinks 99 99
cervecería nacional cn sa
3
ecuador brewing 96 96
cervecería nacional sa
3
panama brewing 98 97
cervecería san juan sa
3
peru brewingsoft drinks 92 92
cervecería unión sa colombia brewing 98 98
industrias la constancia sa de cv el salvador brewingsoft drinks 100 100
unión de cervecerías peruanas backus y johnston saa
3
peru brewing 94 94
european operations 
sabmiller europe bv
1
netherlands holding company 100 100
sabmiller holdings europe ltd united kingdom holding company 100 100
sabmiller netherlands cooperatieve wa netherlands holding company 100 100
birra peroni srl italy brewing 100 100
compañia cervecera de canarias sa spain brewing 51 51
dreher sörgyárak zrt hungary brewing 100 100
grolsche bierbrouwerij nederland bv netherlands brewing 100 100
kompania piwowarska sa
4
poland brewing 100 100
miller brands uk ltd united kingdom sales and distribution 100 100
pivovary topvar as slovakia brewing 100 100
plze ˇ nský prazdroj as czech republic brewing 100 100
ursus breweries sa romania brewing 99 99
north american operations
sabmiller holdings inc usa holding companyfinancing 100 100
miller brewing company usa holding company 100 100
african operations 
sabmiller africa bv netherlands holding company 62 62
sabmiller botswana bv netherlands holding company 62 62
sabmiller aa ltd united kingdom holding company 100 100
sabmiller investments ltd mauritius holding company 80 80
sabmiller investments ii bv netherlands holding company 80 80
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 161 notes to the consolidated ﬁ nancial statements
continued
country of
incorporation
principal 
activity
effective interest
name 2013 2012
african operations continued
sabmiller nigeria holdings bv netherlands holding company 50 50
sabmiller zimbabwe bv netherlands holding company 62 62
accra brewery ltd ghana brewing 60 60
ambo mineral water share company ethiopia soft drinks 40 40
botswana breweries pty ltd botswana sorghum brewing 31 31
cervejas de moçambique sarl
3
mozambique brewing 49 49
chibuku products ltd malawi sorghum brewing 31 31
crown beverages ltd kenya soft drinks 80 80
heinrich’s syndicate ltd zambia soft drinks 62 62
intafact beverages ltd nigeria brewing 38 41
international breweries plc
3
nigeria brewing 36 33
kgalagadi breweries pty ltd botswana brewingsoft drinks 31 31
maluti mountain brewery pty ltd lesotho brewingsoft drinks 24 24
mubex mauritius procurement 100 100
national breweries plc
3
zambia sorghum brewing 43 43
nile breweries ltd uganda brewing 62 62
pabod breweries ltd nigeria brewing 38 38
rwenzori bottling company ltd uganda soft drinks 80 80
southern sudan beverages ltd south sudan brewing 80 80
swaziland beverages ltd swaziland brewing 37 37
tanzania breweries ltd
3
tanzania brewing 36 36
voltic gh ltd ghana soft drinks 80 80
voltic nigeria ltd nigeria soft drinks 50 50
zambian breweries plc
3
zambia brewingsoft drinks 54 54
asia paciﬁ c operations 
sabmiller asia bv netherlands holding company 100 100
sabmiller asia ltd hong kong holding company 100 100
sabmiller aa 2 ltd united kingdom holding company 100 100
sabmiller beverage investments pty ltd australia holding company 100 100
skol beer manufacturing company ltd
5
india holding company 100 100
foster’s group pty ltd australia holding company 100 100
bulmer australia pty ltd australia brewing 100 100
cascade brewery company pty ltd australia brewing 100 100
cub pty ltd
6
australia brewing 100 100
fbg treasury aust pty ltd australia financing 100 100
foster’s group paciﬁ c ltd
37
fiji brewing   89
paciﬁ c beverages pty ltd australia brewing 100 100
queensland breweries pty ltd australia brewing 100 100
sabmiller breweries private ltd india brewing 100 100
sabmiller vietnam company ltd vietnam brewing 100 100
sabmiller india ltd
8
india brewing 99 99
south african operations
the south african breweries pty ltd south africa brewingsoft drinksholding 
company
100 100
the south african breweries hop farms pty ltd south africa hop farming 100 100
the south african breweries maltings pty ltd south africa maltsters 100 100
appletiser south africa pty ltd south africa fruit juices 100 100
1
 operates and resident for tax purposes in the united kingdom
2
 previously trinity procurement gmbh
3
 listed in country of incorporation
4
 sabmiller poland bv a wholly owned subsidiary of the group holds 100 of kompania piwowarska sa
5
 previously sabmiller india ltd
6
 previously foster’s australia ltd
7
 on 7 september 2012 the group completed the disposal of foster’s group paciﬁ c ltd
8
 previously skol breweries ltd
34 principal subsidiaries associates and joint ventures continued
162 – sabmiller plc annual report 2013 34 principal subsidiaries associates and joint ventures continued
the group comprises a large number of companies the list above includes those subsidiary undertakings which most signiﬁ cantly affect the 
proﬁ t or net assets of the group or a business segment together with the principal intermediate holding companies of the group with the 
exception of those noted above the principal country in which each of the above subsidiary undertakings operates is the same as the country 
in which each is incorporated
where the 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 the majority of its african operations was diluted as a result of the disposal of a 38 interest in sabmiller africa 
bv and sabmiller botswana bv on 1 april 2001 in exchange for a 20 interest in the castel group’s african beverage interests investments in 
new territories are generally being made with the castel group’s african beverage operations on an 8020 basis the operations continue to be 
consolidated due to sabmiller africa bv’s sabmiller investment ltd’s sabmiller botswana bv’s sabmiller nigeria holdings bv’s and 
sabmiller investment ii bv’s majority shareholdings and ability to control the operations 
botswana breweries pty ltd bbl and kgalagadi breweries pty ltd kbl
sabmiller botswana held a 40 interest in each of botswana breweries pty ltd and kgalagadi breweries pty ltd with the remaining 60 
interest in each held by sechaba brewery holdings ltd sabmiller botswana’s shares entitle the holder to twice the voting rights of those 
shares held by sechaba brewery holdings ltd sabmiller africa bv’s 101 indirect interest 2012 101 is held via a 168 interest 
2012 168 in sechaba brewery holdings ltd in april 2013 bbl and kbl merged into a single entity with kbl the surviving legal entity 
the shareholding interests in kbl remain unchanged
maluti mountain brewery pty ltd maluti
sabmiller africa bv holds a 39 interest in maluti with the remaining interest held by a government authority the lesotho national 
development corporation 51 the privatisation unit 525 and the lesotho unit trust 475 maluti is treated as a subsidiary undertaking 
based on the group’s ability to control its operations through its board representation the day to day business operations are managed in 
accordance with a management agreement with bevman services ag a group company
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 163 notes to the consolidated ﬁ nancial statements
continued
34 principal subsidiaries associates and joint ventures continued
associates and joint ventures
the principal associates and joint ventures of the group as at 31 march are as set out below where the group’s interest in an associate or a joint 
venture is held by a subsidiary undertaking which is not wholly owned by the group the subsidiary undertaking is indicated in a note below
name
country of
incorporation
nature of 
relationship
principal 
activity
effective interest
2013 2012
european operations
anadolu efes biracılık ve malt 
sanayii a ¸ s
12
turkey associate brewingsoft drinks 24 24
grolsch uk ltd united kingdom associate brewing 50 50
international trade and supply limited
2
british virgin islands associate sales and distribution 40 40
north american operations
millercoors llc
23
usa joint venture brewing 58 58
african operations
bih brasseries internationales 
holding ltd
2
gibraltar associate holding company for subsidiaries 
principally located in africa
20 20
société des brasseries et glacières 
internationales sa
2
france associate holding company for subsidiaries 
principally located in africa
20 20
algerienne de bavaroise spa
24
algeria associate brewing 40 40
bih brasseries internationales holding 
angola ltd
2
gibraltar associate brewingsoft drinks 27 27
delta corporation ltd
15
zimbabwe associate brewingsoft drinks 25 25
marocaine d’investissements et de 
services sa
16
morocco associate brewing 40 40
skikda bottling company sarl
24
algeria associate soft drinks 40 40
société de boissons de i’ouest 
algerien sarl
24
algeria associate soft drinks 40 40
société des nouvelles brasseries
24
algeria associate brewing 40 40
asia paciﬁ c operations
china resources snow breweries ltd
2
british virgin islands associate holding company for brewing 
subsidiaries located in china
49 49
south african operations
cocacola canners of southern africa 
pty ltd
2
south africa associate canning of beverages 32 32
distell group ltd
17
south africa associate wines and spirits 29 29
hotels and gaming
tsogo sun holdings ltd
1
south africa associate holding company for hotels and 
gaming operations
40 40
1
 listed in country of incorporation
2
 these entities report their ﬁ nancial results for each 12 month period ending 31 december
3
 sabmiller shares joint control of millercoors with molson coors brewing company under a shareholders’ agreement voting interests are shared equally between sabmiller and molson 
coors and each of sabmiller and molson coors has equal board representation under the agreement sabmiller has a 58 economic interest in millercoors and molson coors has a 
42 economic interest
4
 effective 18 march 2004 sabmiller acquired 25 of the castel 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
 interests in this company is held by sabmiller africa bv which is held 62 by sabmiller holdings ltd
6
 sabmiller acquired a 25 direct interest in this holding company on 18 march 2004 which has controlling interests in three breweries a malting plant and a wet depot in morocco 
this 25 interest together with its 20 interest in the castel group’s african beverage interests gives sabmiller an effective participation of 40 and the other 60 is held by the 
castel group’s africa beverage interests 
7
 this entity reports its ﬁ nancial results for each 12 month period ending 30 june
the principal country in which each of the above associated undertakings operates is the same as the country in which each is incorporated 
however société des brasseries et glacières internationales bih brasseries internationales holding ltd’s castel and bih brasseries 
internationales holding angola ltd’s principal subsidiaries are in africa china resources snow breweries ltd’s principal subsidiaries are 
in the people’s republic of china and international trade and supply limited operates in the united arab emirates 
164 – sabmiller plc annual report 2013 statement of directors’ responsibilities 
in respect of the company ﬁ nancial statements
the directors are responsible for preparing the annual report the 
directors’ remuneration report and the company ﬁ nancial statements 
in accordance with applicable law and regulations
company law requires the directors to prepare ﬁ nancial statements 
for each ﬁ nancial year the directors have prepared the company 
ﬁ nancial statements in accordance with applicable law and united 
kingdom accounting standards united kingdom generally accepted 
accounting practice the ﬁ nancial 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 ﬁ nancial statements the directors are required to
• select suitable accounting policies and then apply them 
consistently
• make judgements and estimates that are reasonable and prudent
• state whether applicable uk accounting standards have been 
followed subject to any material departures disclosed and 
explained in the ﬁ nancial statements and
• prepare the ﬁ nancial statements on the going concern basis unless 
it is inappropriate to presume that the company will continue in 
business in which case there should be supporting assumptions 
or qualiﬁ cations as necessary
the directors conﬁ rm that they have complied with the above 
requirements in preparing the ﬁ nancial statements
the directors are responsible for keeping adequate accounting 
records that disclose with reasonable accuracy at any time the 
ﬁ nancial position of the company and enable them to ensure that the 
ﬁ nancial statements comply with the companies act 2006 they are 
also responsible for safeguarding the assets of the company and 
hence for taking reasonable steps for the prevention and detection 
of fraud and other irregularities
in addition the companies act 2006 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 each of the directors having made appropriate enquiries 
conﬁ rms 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
a copy of the ﬁ nancial statements of the company is 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 ﬁ nancial statements may differ from legislation in 
other jurisdictions
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 165 independent auditors’ report
to the members of sabmiller plc
we have audited the company ﬁ nancial statements of sabmiller plc 
for the year ended 31 march 2013 which comprise the company 
balance sheet and the related notes the ﬁ nancial reporting 
framework that has been applied in their preparation is applicable 
law and united kingdom accounting standards united kingdom 
generally accepted accounting practice
respective responsibilities of directors and auditors 
as explained more fully in the statement of directors’ responsibilities 
the directors are responsible for the preparation of the company 
ﬁ nancial statements and for being satisﬁ ed that they give a true and 
fair view our responsibility is to audit and express an opinion on the 
company ﬁ nancial statements in accordance with applicable law and 
international standards on auditing uk and ireland those standards 
require us to comply with the auditing practices board’s ethical 
standards for auditors 
this report including the opinions has been prepared for and only for 
the company’s members as a body in accordance with chapter 3 of 
part 16 of the companies act 2006 and for no other purpose we do 
not in giving these opinions accept or assume responsibility for any 
other purpose or to any other person to whom this report is shown or 
into whose hands it may come save where expressly agreed by our 
prior consent in writing
scope of the audit of the ﬁ nancial statements
an audit involves obtaining evidence about the amounts and 
disclosures in the ﬁ nancial statements sufﬁ cient to give reasonable 
assurance that the ﬁ nancial statements are free from material 
misstatement whether caused by fraud or error this includes an 
assessment of whether the accounting policies are appropriate to the 
company’s circumstances and have been consistently applied and 
adequately disclosed the reasonableness of signiﬁ cant accounting 
estimates made by the directors and the overall presentation of the 
ﬁ nancial statements in addition we read all the ﬁ nancial and 
nonﬁ nancial information in the sabmiller plc annual report to 
identify material inconsistencies with the audited ﬁ nancial statements 
if we become aware of any apparent material misstatements or 
inconsistencies we consider the implications for our report
opinion on ﬁ nancial statements 
in our opinion the company ﬁ nancial statements 
• give a true and fair view of the state of the company’s affairs as at 
31 march 2013
• have been properly prepared in accordance with united kingdom 
generally accepted accounting practice and 
• have been prepared in accordance with the requirements of the 
companies act 2006 
opinion on other matters prescribed by the 
companies act 2006 
in our opinion 
• the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the companies act 
2006 and 
• the information given in the directors’ report for the ﬁ nancial year for 
which the company ﬁ nancial statements are prepared is consistent 
with the company ﬁ nancial statements 
matters on which we are required to report by exception 
we have nothing to report in respect of the following matters where 
the companies act 2006 requires us to report to you if in our opinion 
• adequate accounting records have not been kept by the company 
or returns adequate for our audit have not been received from 
branches not visited by us or 
• the company ﬁ nancial statements and the part of the directors’ 
remuneration report to be audited are not in agreement with the 
accounting records and returns or 
• certain disclosures of directors’ remuneration speciﬁ ed by law are 
not made or 
• we have not received all the information and explanations we 
require for our audit 
other matter 
we have reported separately on the consolidated ﬁ nancial statements 
of sabmiller plc for the year ended 31 march 2013 
richard hughes senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
5 june 2013
166 – sabmiller plc annual report 2013 balance sheet of sabmiller plc
at 31 march
notes
2013
usm
2012
usm
fixed assets
tangible ﬁ xed assets 2 126  119 
investments in subsidiary undertakings 3 13840  17083 
derivative ﬁ nancial instruments 9 445  499 
 14411  17701 
current assets
debtors amounts falling due after more than one year 4 1954  2 
debtors amounts falling due within one year 5 4566  6619 
derivative ﬁ nancial instruments 9 75  6 
cash at bank and in hand 6 1647  293 
 8242  6920 
creditors amounts falling due within one year 7 2325 1081
net current assets 5917  5839 
total assets less current liabilities 20328  23540 
creditors amounts falling due after more than one year 8 3998 7646
net assets 16330  15894 
capital and reserves
share capital 167  166 
share premium  6581  6480 
merger relief reserve 4586  4586 
other reserves 1190 1198
proﬁ t and loss account 6186  5860 
total shareholders’ funds 10 16330  15894 
the ﬁ nancial statements on pages 167 to 177 were approved by the board of directors on 5 june 2013 and were signed on its behalf by
alan clark  jamie wilson
chief executive  chief financial ofﬁ cer
advantage has been taken of the provisions of section 4083 of the companies act 2006 which permit the omission of a separate proﬁ t and 
loss account for sabmiller plc the proﬁ t for the parent company for the year was us1710 million 2012 us2661 million 
the consolidated ﬁ nancial statements of the group include a consolidated cash ﬂ ow statement which includes the cash ﬂ ows of the company 
the company has therefore taken advantage of the exemption granted by frs 1 revised 1996 not to present a cash ﬂ ow statement
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 167 notes to the company ﬁ nancial statements
1 accounting policies
a basis of preparation 
sabmiller plc the company is a public limited company incorporated 
in great britain and registered in england and wales the company 
ﬁ nancial statements have been prepared in accordance with the 
companies act 2006 and with accounting standards applicable in 
the united kingdom uk gaap 
the ﬁ nancial statements are prepared on the going concern basis 
under the historical cost convention as modiﬁ ed by certain ﬁ nancial 
assets and ﬁ nancial liabilities including derivative instruments at fair 
value through proﬁ t and loss the principal accounting policies which 
have been applied consistently throughout the year are set out below
b foreign currencies
the ﬁ nancial 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 the us dollar used in preparing the company ﬁ nancial 
statements were as follows
weighted average rate closing rate
zar gbp zar gbp
year ended 31 march 2013 851 063 924 066
year ended 31 march 2012 748 063 767 062
monetary assets and liabilities denominated in foreign currencies are 
retranslated at the rate of exchange ruling at the balance sheet date 
or at the related forward contractual rate with the resultant translation 
differences being included in operating proﬁ t other than those arising 
on ﬁ nancial liabilities which are recorded within net ﬁ nance 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
c tangible ﬁ xed assets and depreciation
tangible ﬁ xed assets are stated at cost net of accumulated 
depreciation and impairment losses cost includes the original 
purchase price of the assets and the costs attributable to bringing 
the asset to its working condition for its intended use 
no depreciation is provided on assets in the course of construction 
in respect of all other tangible ﬁ xed assets depreciation is provided 
on a straightline basis at rates calculated to write off the cost less 
the estimated residual value of each asset evenly over its expected 
useful life as follows
ofﬁ ce 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 proﬁ t or loss on the disposal of an asset is the 
difference between the disposal proceeds and the net book value 
of the asset 
d investments in subsidiary undertakings
these comprise investments in shares and loans that the directors 
intend to hold on a continuing basis in the company’s business 
the investments are stated at cost together with subsequent 
capital contributions less provisions for impairment
e impairment
in accordance with frs 11 ‘impairment of ﬁ xed assets and goodwill’ 
longterm 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 longterm 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 ﬂ ows 
resulting from its continued use including those arising from its ﬁ nal 
disposal when the carrying values of longterm assets are written 
down by any impairment amount the loss is recognised in the proﬁ t 
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 proﬁ t and 
loss account in the period in which it occurs and the carrying value of 
the asset is increased the increase in the carrying value of the asset 
will only be up to the amount that it would have been had the original 
impairment not occurred 
for the purpose of conducting impairment reviews income 
generating units are considered to be groups of assets and liabilities 
that generate income and are largely independent of other income 
streams they also include those assets and liabilities directly involved 
in producing the income and a suitable proportion of those used to 
produce more than one income stream
f financial assets and ﬁ nancial liabilities
financial assets and ﬁ nancial liabilities are initially recorded at fair 
value plus any directly attributable transaction costs except in the 
case of those classiﬁ ed at fair value through proﬁ t or loss for those 
ﬁ nancial instruments that are not subsequently held at fair value the 
company assesses whether there is any objective evidence of 
impairment at each balance sheet date
financial assets are recognised when the company has rights or 
other access to economic beneﬁ ts such assets consist of cash 
equity instruments a contractual right to receive cash or another 
ﬁ nancial asset or a contractual right to exchange ﬁ nancial 
instruments with another entity on potentially favourable terms 
financial assets are derecognised when the rights to receive cash 
ﬂ ows from the asset have expired or have been transferred and 
the company has transferred substantially all risks and rewards 
of ownership
financial liabilities are recognised when there is an obligation to 
transfer beneﬁ ts and that obligation is a contractual liability to deliver 
cash or another ﬁ nancial asset or to exchange ﬁ nancial instruments 
with another entity on potentially unfavourable terms financial 
liabilities are derecognised when they are extinguished that is 
discharged cancelled or expired if a legally enforceable right exists 
to set off recognised amounts of ﬁ nancial assets and liabilities which 
are in determinable monetary amounts and there is the intention to 
settle net the relevant ﬁ nancial assets and liabilities are offset interest 
costs are charged to the proﬁ t and loss account in the year in which 
they accrue premiums or discounts arising from the difference 
between the net proceeds of ﬁ nancial 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
168 – sabmiller plc annual report 2013 1 accounting policies continued
i loans and receivables
loans and receivables are nonderivative ﬁ nancial assets with ﬁ xed or 
determinable payments that are not quoted in an active market they 
arise when the company provides money goods or services directly 
to a debtor with no intention of trading the receivable loans and 
receivables are included in debtors in the balance sheet 
ii cash at bank and in hand
cash at bank and in hand includes cash in hand bank deposits 
repayable on demand other shortterm highly liquid investments with 
original maturities of three months or less bank overdrafts are shown 
within creditors – amounts falling due within one year
iii derivative ﬁ nancial assets and ﬁ nancial liabilities
derivative ﬁ nancial assets and ﬁ nancial liabilities are ﬁ nancial 
instruments whose value changes in response to an underlying 
variable require little or no initial investment and are settled in 
the future 
derivative ﬁ nancial assets and liabilities are analysed between current 
and ﬁ xed assets and creditors on the face of the balance sheet 
depending on when they are expected to mature for derivatives that 
have not been designated to a hedging relationship all fair value 
movements are recognised immediately in the proﬁ t and loss 
account see note k for the company’s accounting policy on 
hedge accounting
iv trade creditors
trade creditors are initially recognised at fair value and subsequently 
measured at amortised cost
trade creditors are classiﬁ ed as creditors falling due within one year 
unless the company has an unconditional right to defer settlement 
for at least 12 months from the balance sheet date
v borrowings
borrowings are recognised initially at fair value net of transaction 
costs and are subsequently stated at amortised cost and include 
accrued interest and prepaid interest borrowings are classiﬁ ed 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 borrowings classiﬁ ed as hedged items are 
subject to hedge accounting requirements see note k
vi financial guarantees
frs 26 amendment ‘financial instrumentsmeasurement’ requires 
that issued ﬁ nancial 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 deﬁ ned in frs 26 as contracts that 
require the issuer to make speciﬁ ed payments to reimburse the holder 
for a loss it incurs because a speciﬁ ed debtor fails to make payment 
when due in accordance with the original or modiﬁ ed terms of a debt 
instrument
financial guarantees are amortised over the life of the guarantee 
or accelerated if the third party obligation is settled early the 
amortisation is taken to the proﬁ t and loss account
g revenue recognition
i interest income
interest income is recognised on an accruals basis using the effective 
interest method
ii dividend income
dividend income is recognised when the right to receive payment 
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 
proﬁ ts 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 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
i dividend distributions
in accordance with frs 21 ‘events after the balance sheet date’ 
dividend distributions to equity holders are recognised as a liability in 
the ﬁ nancial 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 share option plans with and 
without nonmarket performance conditions attached performance 
share award plans with market conditions attached and awards 
related to the employee element of the broadbased black economic 
empowerment bbbee scheme in the south africa in addition the 
company has granted an equitysettled sharebased payment to 
retailers in relation to the retailer component of the bbbee scheme
in accordance with frs 20 ‘sharebased payments’ an expense 
is recognised to spread the fair value at date of grant 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 a corresponding adjustment is 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 and monte carlo simulations
the charge is not reversed if the options have not been exercised 
because the market value of the shares is lower than the option 
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 unless 
the options are satisﬁ ed by treasury or ebt shares
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 169 notes to the company ﬁ nancial statements
continued
1 accounting policies continued
the issue by the company to employees of its subsidiaries of a grant 
over the company’s shares represents additional capital contributions 
by the company to its subsidiaries except to the extent the company 
is reimbursed an additional investment in subsidiaries results in a 
corresponding increase in shareholders’ equity the additional capital 
contribution is based on the fair value of the grant issued allocated 
over the underlying grant’s vesting period
the company has an employee beneﬁ t trust the sabmiller 
associated companies’ employees’ beneﬁ t trust the acebt the 
acebt holds shares in sabmiller plc for the purposes of providing 
share incentives for employees of companies in which sabmiller has 
a signiﬁ cant economic and strategic interest but over which it does 
not have management control these share options are accounted for 
as cashsettled sharebased payments in accordance with frs 20 
for the cashsettled plan a liability is recognised at fair value in the 
balance sheet over the vesting period with a corresponding charge 
to the proﬁ t and loss account the liability is remeasured at each 
reporting date on an actuarial basis using the analytic method 
to reﬂ ect the revised fair value and to adjust for the changes in 
assumptions such as leavers changes in fair value of the liability are 
recognised in the proﬁ t and loss account actual settlement of the 
liability will be at its intrinsic value with the difference recognised in 
the proﬁ t and loss account
shares held by employee beneﬁ t trusts and in treasury are treated as 
a deduction from equity until the shares are utilised
k hedge accounting
the derivative instruments used by the company which are used 
solely for hedging purposes 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 proﬁ le of an existing underlying 
exposure of the company in line with the company’s risk management 
policies 
derivatives are initially recorded at fair value on the date a derivative 
contract is entered into and are subsequently remeasured at their fair 
value the method of recognising the resulting gain or loss depends 
on whether the derivative is designated as a hedging instrument and 
if so the nature of the hedging relationship
in order to qualify for hedge accounting the company is required 
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 
value of recognised assets or liabilities or a ﬁ rm commitment fair 
value hedge or hedges of highly probable forecast transactions 
or commitments cash ﬂ ow hedge 
where a derivative ceases to meet the criteria of being a hedging 
instrument or the underlying exposure which it is hedging is sold 
matures or is extinguished hedge accounting is discontinued and 
amounts previously recorded in equity are recycled to the proﬁ t and 
loss account a similar treatment is applied where the hedge is of a 
future transaction and that transaction is no longer likely to occur 
when the hedge is discontinued due to ineffectiveness hedge 
accounting is discontinued prospectively
certain derivative instruments while providing effective economic 
hedges under the 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 proﬁ t and loss account the company does not 
hold or issue derivative ﬁ nancial instruments for speculative purposes
i fair value hedges
fair value hedges comprise derivative ﬁ nancial 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 proﬁ t and loss account in the 
period incurred gains or losses on fair value hedges that are 
regarded as highly effective are recorded in the proﬁ t and loss 
account together with the gain or loss on the hedged item 
attributable to the hedged risk
ii cash ﬂ ow hedges
cash ﬂ ow hedges comprise derivative ﬁ nancial instruments 
designated in a hedging relationship to manage currency and interest 
rate risk to which the cash ﬂ ows of certain assets and liabilities are 
exposed the effective portion of changes in the fair value of the 
derivative that is designated and qualiﬁ es for hedge accounting is 
recognised as a separate component of equity the ineffective portion 
is recognised immediately in the proﬁ t and loss account amounts 
accumulated in equity are recycled to the proﬁ t and loss account in 
the period in which the hedged item affects proﬁ t or loss however 
where a forecasted transaction results in a nonﬁ nancial asset or 
liability the accumulated fair value movements previously deferred 
in equity are included in the initial cost of the asset or liability
details of the group’s ﬁ nancial risk management objectives and 
policies are provided in note 22 to the consolidated ﬁ nancial 
statements of the group
l operating leases
rentals paid on operating leases are charged to the proﬁ t and loss 
account on a straightline basis over the lease term
m pension obligations
the company operates a deﬁ ned contribution scheme contributions 
to this scheme are charged to the proﬁ t and loss account as incurred 
170 – sabmiller plc annual report 2013 2 tangible ﬁ xed assets
assets in
course of
construction
usm
short
leasehold
land and
buildings
usm
ofﬁ ce
equipment
and software
usm
total
usm
cost
at 1 april 2012 54  32  119  205 
additions 18  5  10  33 
disposals – 3 3 6
transfers 16 2  14  – 
at 31 march 2013 56  36  140  232 
accumulated depreciation
at 1 april 2012 –  17  69  86 
disposals – 3 3 6
charge for the year – 4  22  26 
at 31 march 2013 –  18  88  106 
net book amount
at 1 april 2012 54  15  50  119 
at 31 march 2013 56  18  52  126 
3 investment in subsidiary undertakings
shares
usm
loans
usm
total
usm
cost
at 1 april 2012 13761  3462  17223 
additions
1
 5100 – 5100 
capital contribution relating to sharebased payments 95 – 95 
repayments
1
 –  3462 3462 
disposals
2
 4976 – 4976
at 31 march 2013 13980  –  13980 
accumulated impairment
at 1 april 2012 and at 31 march 2013 140  –  140 
net book value
at 31 march 2012 13621  3462  17083 
at 31 march 2013 13840  –  13840 
1
 during the year the company increased its investment in sabmiller holdings ltd by us5000 million as part of this transaction the loan from the company to sabmiller holdings ltd of 
us3462 million was repaid the investment in sabmiller africa  asia bv was increased by us100 million
2
 during the year the company sold its investment in sabmiller poland bv to another group company at net book value the investment in safari ltd was liquidated with no gain or loss on 
the disposal
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 171 notes to the company ﬁ nancial statements
continued
3 investment in subsidiary undertakings continued
name
country of
incorporation
principal 
activity
2013
usm
2012
usm
sabmiller holdings ltd united kingdom holding company 10437  5437 
miller brands uk ltd united kingdom sales and distribution 39  39 
sab finance cayman islands ltd cayman islands finance company – – 
safari ltd jersey finance company – – 
sabmiller management bv netherlands group management services – – 
sabmiller africa  asia bv netherlands holding company 278  178 
appletiser international bv netherlands holding company – – 
sabmiller safari united kingdom finance company 506  506 
pilsner urquell international bv netherlands holding company – – 
sabmiller holdings europe ltd united kingdom holding company 2098  2098 
racetrack colombia finance sa
1
colombia finance company – – 
sabmiller poland bv netherlands holding company – 4976 
sabmiller horizon ltd united kingdom agent company – – 
sabsa holdings ltd
2
south africa holding company 5  5 
sabmiller capital uk ltd united kingdom holding company – – 
sabmiller asia capital llp
3
united kingdom finance company – – 
 13363  13239 
capital contribution relating to sharebased payments 477  382 
 13840  13621 
1
 949 direct interest and 100 effective interest
2
 sabmiller plc contributed zar36 million towards the cost of a guarantee fee to sabsa holdings ltd a fellow group undertaking it has no direct interest in the share capital of that 
company
3
 1 direct interest and 100 effective interest
4 debtors amounts falling due after more than one year
2013
usm
2012
usm
loan owed by subsidiary undertakings 1743 –
amounts owed by subsidiary undertakings 109  2 
loan participation deposit 100 –
financial guarantee asset 2 –
 1954  2 
the interest on the loan owed by subsidiary undertakings is ﬂ oating one month libor plus 180 bps the loan is repayable in 2017
the presentation of the loan participation deposit at 31 march 2013 within debtors amounts falling due after one year is consistent with the 
treatment in the current year and prior year consolidated balance sheets as described in note 17 to the consolidated ﬁ nancial statements of 
the group at 31 march 2012 this loan participation deposit was presented on the company balance sheet as a shortterm deposit 
the comparative has not been restated on the grounds of materiality
5 debtors amounts falling due within one year
2013
usm
2012
usm
amounts owed by subsidiary undertakings 4499  6474 
amounts owed by associated undertakings – 60 
other debtors 32  61 
deferred tax – 24 
financial guarantee asset 3 –
loan participation deposit 32 –
 4566  6619 
interest on loans owed by subsidiary undertakings are at either ﬁ xed interest rates up to maximum 55 or ﬂ oating rates of one or six month 
libor plus up to 175 bps depending upon the country where the company receiving the loan is located
172 – sabmiller plc annual report 2013 6 cash at bank and in hand
2013
usm
2012
usm
shortterm deposits 1647  293 
the company has shortterm deposits in us dollars usd the effective interest rates were 015 2012 usd 023
7 creditors amounts falling due within one year
2013
usm
2012
usm
bank loans and overdrafts – 2 
trade and other creditors 27  55 
amounts owed to subsidiary undertakings 425  846 
taxation and social security 76  29 
derivative ﬁ nancial instruments see note 9 7  4 
accruals and deferred income 84  80 
dividends payable to shareholders 1  2 
us1100 million 55 notes due 2013
1
 note 8 1078 –
us550 million 57 notes due 2014
2
 note 8 570 –
guarantee fee liability 57  63 
 2325  1081 
amounts owed to subsidiary undertakings are at either ﬁ xed rates or ﬂ oating rates of one or six month libor minus 13 bps to plus 175 bps 
all amounts owed are unsecured and repayable on demand
8 creditors amounts falling due after more than one year
2013
usm
2012
usm
us1100 million 55 notes due 2013
1
– 1099 
€1000 million 45 notes due 2015
2
 1317  1367 
us300 million 6625 notes due 2033
2
 440  416 
us850 million 65 notes due 2016
2
 937  960 
us550 million 57 notes due 2014
2
– 588 
us700 million 65 notes due 2018
2
 792  811 
pen 150 million 675 notes due 2015
2
 59  56 
loans from subsidiary undertakings – 1938 
amounts owed to associated undertakings 100 –
derivative ﬁ nancial instruments see note 9 25  38 
other creditors 6  9 
deferred income 6  7 
guarantee fee liability 316  357 
 3998  7646 
the maturity of creditors falling due after more than one year is as follows
between one and two years 234  1153 
between two and ﬁ ve years 2364  5007 
after ﬁ ve years 1400  1486 
 3998  7646 
1
 on 30 june 2008 notes previously held by miller brewing company and guaranteed by sabmiller plc and sabmiller finance bv were novated to sabmiller plc and the guarantee 
terminated the notes mature on 15 august 2013 the notes are redeemable in whole or in part at any time at the option of the issuer at a redemption price equal to the make whole 
amount the notes are redeemable in whole but not in part at the option of the issuer upon occurrence of certain changes in taxation at their principal amount with accrued and unpaid 
interest to the date of redemption 
 in addition interest rate swaps to pay ﬂ oating and receive ﬁ xed interest previously held by miller brewing company have been novated to sabmiller plc which have been designated as 
fair value hedges to hedge exposure to changes in the fair value of the ﬁ xed rate borrowings as a result fair value gains or losses on the hedged borrowings have been recognised in 
sabmiller plc from the date the interest rate swaps were novated this differs from the date of inception in the consolidated ﬁ nancial statements of the group
2
 further information relating to the notes is detailed in note 21 to the consolidated ﬁ nancial statements of the group
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 173 notes to the company ﬁ nancial statements
continued
9 derivative ﬁ nancial instruments
assets
2013 
usm
liabilities
2013 
usm
assets
2012 
usm
liabilities
2012 
usm
current derivative ﬁ nancial instruments
forward foreign currency contracts 26 – 4  4
forward foreign currency contracts as cash ﬂ ow hedges 47 – 2  – 
interest rate swaps designated as fair value hedges 2  7 –  – 
 75  7 6  4
noncurrent derivative ﬁ nancial instruments
forward foreign currency contracts 34  15 43  31
interest rate swaps designated as fair value hedges 304  10 351  – 
cross currency swaps 107 – 105  7
 445  25 499  38
derivatives designated as hedging instruments
i cash ﬂ ow hedges
the company has entered into forward exchange contracts designed as cash ﬂ ow hedges to manage shortterm foreign currency exchange 
exposures to future creditor payments as at 31 march 2013 the notional amounts of these contracts was gbp72 million and chf43 million 
2012 gbp119 million and aud1 million
ii fair value hedges
the company has entered into interest rate swaps to pay ﬂ oating and receive ﬁ xed interest which have been designated as fair value hedges to 
manage changes in the fair value of its ﬁ xed rate borrowings the borrowings and interest rate swaps have the same critical terms
as at 31 march 2013 the ﬁ xed interest rates received vary from 16675 to 6625 2012 45 to 6625 and ﬂ oating interest rates paid vary 
from liboreuribor plus 472 bps to liboreuribor plus 1978 bps 2012 liboreuribor plus 716 bps to liboreuribor plus 1988 
bps on the notional amount as at 31 march 2013 the carrying value of the hedged borrowings was us3272 million 2012 us3191 million
standalone derivative ﬁ nancial 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 the czech republic peru australia poland and colombia 
ii cross currency swaps
the company has entered into several cross currency swaps to manage the group’s exposure to foreign exchange risk relating to subsidiaries 
in south africa australia poland and the netherlands
iii interest rate swaps
the company holds a number of interest rate swaps to receive ﬂ oating rates and pay ﬁ xed rates held as an economic offset to a number of 
interest rate swaps that receive ﬁ xed rates and pay ﬂ oating rates that were previously held in a fair value hedge relationship
analysis of notional amounts on all outstanding ﬁ nancial instruments held by the company is as follows
2013
m
2012
m
forward foreign currency contracts
–  sa rand 2136 245 
–  czech koruna 1095  6825 
–  peruvian nuevo sol 310  631 
–  australian dollar 500  500 
–  pounds sterling 72  119 
–  swiss franc 43 –
–  polish zloty 11 –
–  colombian peso 445500  490476 
cross currency swaps
–  sa rand 1404  1404 
–  australian dollar 46  – 
–  polish zloty 235  433 
–  euro 317  317 
interest rate swaps
–  fair value hedges
 – us dollar 2500  1750 
 – euro 500  500 
174 – sabmiller plc annual report 2013 9 derivative ﬁ nancial instruments continued
book value
2013 
usm
fair value
2013 
usm
book value
2012 
usm
fair value
2012 
usm
current borrowings 1648  1659  2  2 
noncurrent borrowings 3545  3675  7218  7592 
current borrowings in the table above exclude amounts owed to subsidiary undertakings noncurrent borrowings in the table above include 
amounts owed to subsidiary undertakings
derivatives cash and cash equivalents shortterm deposits loan participation deposit debtors and creditors excluding borrowings are not 
included in the table above because their book values are an approximation of their fair values the fair value of the company’s ﬁ xed rate loans 
are calculated by discounting expected future cash ﬂ ows using the appropriate yield curve the book values of ﬂ oating rate borrowings 
approximate to their fair value
fair value gainloss on ﬁ nancial instruments recognised in the proﬁ t and loss account
2013 
usm
2012 
usm
derivative ﬁ nancial instruments
forward foreign currency contracts 35  108
interest rate swaps designated as fair value hedges 51 100 
cross currency swaps 48  107 
guarantee fees 62  22 
 94  121 
other ﬁ nancial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 42  156
total fair value gainloss on ﬁ nancial instruments recognised in the proﬁ t and loss account 136  35
other ﬁ nancial liabilities
other ﬁ nancial liabilities include guarantee fee liabilities as disclosed in notes 7 and 8
the company has guaranteed the bank overdrafts and drawn components of bank loans of a number of subsidiaries under the terms of the 
ﬁ nancial guarantee contracts the company will make payments to reimburse the lenders upon failure of the guaranteed entity to make 
payments when due
terms and notional values of the liabilities guaranteed were as follows
year of maturity
2013 
usm
2012 
usm
2014 581  2175 
2015 1060  1000 
2016 684  750 
2017 2054  2054 
2020 1282 –
2022 2500  2500 
2042 1500  1500 
 9661  9979 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 175 notes to the company ﬁ nancial statements
continued
10 reconciliation of movements in shareholders’ funds 
share 
capital
usm
share
premium
usm
merger 
relief
usm
hedging
reserve
usm
ebt
usm
treasury
shares
usm
proﬁ t and
loss account
usm
total
usm
at 1 april 2012 166  6480  4586  2  103 1097 5860  15894 
issue of share capital 1  101 – – – – – 102 
proﬁ t for the year – – – – – – 1710  1710 
dividends paid – – – – – – 1504 1504
cash ﬂ ow hedges – fair value losses – – – 8 – – – 8
transfer into ebt – – – – 70 70 – – 
purchases of ebt shares – – – – 53 – 53
utilisation of ebt shares – – – – 69 – 69 – 
credit entry relating to sharebased payments – – – – – – 94  94 
capital contribution relating to sharebased 
payments –––––– 95  95 
at 31 march 2013 167  6581  4586  6 157 1027 6186  16330 
foreign exchange differences recognised in the proﬁ t for the year except for those arising on ﬁ nancial instruments measured at fair value under 
frs 26 were gains us1 million 2012 us111 million
in march 2013 46 million treasury shares with an original cost to the company of us70 million were transferred into the ebt reserve at no gain 
or loss to the company
further information relating to the share capital share premium the treasury shares and the ebt reserve of the company is detailed in notes 25 
and 26 to the consolidated ﬁ nancial statements of the group details of share incentive schemes are provided in note 25 to the consolidated 
ﬁ nancial statements of the group details of dividends paid and proposed for the year are provided in note 9 to the consolidated ﬁ nancial 
statements of the group
11 proﬁ t and loss information
information relating to directors’ remuneration is included in the directors’ remuneration report on pages 66 to 85
details of auditors’ remuneration are provided in note 3 to the consolidated ﬁ nancial statements of the group
operating leases
operating lease charges recognised in the proﬁ t and loss during the year were as follows
2013 
usm
2012 
usm
plant and machinery 4  4 
other 8  8 
176 – sabmiller plc annual report 2013 12 other information
a deferred tax assets have not been recognised in respect of the following
2013 
usm
2012 
usm
tax losses 92  72 
depreciation in excess of capital allowances 12  11 
accruals and provisions 1  1 
sharebased payments 30  25 
 135  109 
b contingent liabilities and guarantees
2013 
usm
2012 
usm
capital expenditure contracted but not provided – 2 
the company has guaranteed borrowings in respect of certain subsidiary undertakings guarantee fees received from 100 owned 
subsidiaries were us63 million 2012 us22 million guarantees to third parties provided in respect of bank facilities were us174 million 
note 13 details guarantee fees paid to related parties
at 31 march 2013 the company had annual commitments under noncancellable operating leases as follows
2013 
usm
2012 
usm
land and buildings
within one year – 1 
between two and ﬁ ve years 1  1 
after ﬁ ve years 5  5 
other
within one year 1  1 
13 related party transactions
transactions with undertakings which are not wholly owned
the company has taken advantage of the exemption provided under frs 8 not to disclose transactions with subsidiaries which are wholly 
owned during the year the company had transactions with undertakings in which it does not hold a 100 interest
2013 
usm
2012 
usm
interest received from subsidiary undertakings – 2 
guarantee fee income from subsidiary undertakings 1  1 
loan participation deposit compensation from an associated undertaking 100 –
income from recharges to subsidiary undertakings
1
  119  134 
guarantee fees paid to subsidiary undertakings 1 1
1
 the company received income from recharges related to business capability programme costs
at 31 march
2013 
usm
2012 
usm
amounts owed by subsidiary undertakings 23  25 
amounts owed to subsidiary undertakings 12 4
amounts owed to associated undertakings
1
 100 –
loans to associated undertakings – 60 
1
 amounts owed to associated undertakings relates to compensation received from castel in recognition of a loan participation deposit advanced to the angolan businesses by 
sabmiller plc the angolan businesses are managed by castel
  
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 177 2013
usm
2012
1
usm
2011
usm
2010
usm
2009
usm
income statements
group revenue 34487  31388  28311  26350  25302 
revenue 23213  21760  19408  18020  18703 
operating proﬁ t  4203  5013  3127  2619  3148 
net ﬁ nance costs 735 562 525 563 706
share of post tax results of associates and joint ventures 1244  1152  1024  873  516 
taxation 1201 1126 1069 848 801
noncontrolling interests 237 256 149 171 276
proﬁ t for the year attributable to owners of the parent 3274  4221  2408  1910  1881 
adjusted earnings 3796  3400  3018  2509  2065 
balance sheets
noncurrent assets 50588  50998  34870  33604  28156 
current assets 5683  4851  4178  3895  3472 
assets of disposal group classiﬁ ed as held for sale 23  79  66  –  – 
total assets 56294  55928  39114  37499  31628 
derivative ﬁ nancial instruments 86 109 135 321 142
borrowings 18548 19226 8460 9414 9618
other liabilities and provisions 10199 10554 7694 7171 5751
liabilities of disposal group classiﬁ ed as held for sale 1 7 66 –  – 
total liabilities 28834 29896 16355 16906 15511
net assets 27460  26032  22759  20593  16117 
total shareholders’ equity 26372  25073  22008  19910  15376 
noncontrolling interests in equity 1088  959  751  683  741 
total equity 27460  26032  22759  20593  16117 
cash ﬂ ow statements
adjusted ebitda 6835  6183  5617  5020  4667 
ebitda 5758  4979  4502  3974  4164 
net working capital movements 204 258  66  563  493
net cash generated from operations 5554  5237  4568  4537  3671 
net interest paid 770 407 640 640 722
tax paid 683 893 885 620 766
net cash inﬂ ow from operating activities 4101  3937  3043  3277  2183 
net capital expenditure and other investments 1440 1522 1245 1483 2082
net investments in subsidiaries joint ventures and associates 223 11095 183 504 533
dividends received from joint ventures associates and other investments 1000  1017  911  815  606 
net cash inﬂ owoutﬂ ow before ﬁ nancing and dividends 3438  7663 2526  2105  174 
net cash outﬂ owinﬂ ow from ﬁ nancing 517 8819  1214 804 615 
dividends paid to shareholders of the parent 1517 1324 1113 924 877
effect of exchange rates 51 39 25  90  22 
increasedecrease in cash and cash equivalents 1353  207 224  467  66
per share information us cents per share
basic earnings per share 2059  2666  1528  1226  1252 
diluted earnings per share 2035  2638  1518  1221  1246 
adjusted basic earnings per share 2387  2148  1915  1611  1375 
net asset value per share
2
 15794  15065  13266  12032  9699 
total number of shares in issue millions 16697  16643  16590  16547  15854 
other operating and ﬁ nancial statistics
return on equity 
3
 144  136  137  126  134 
ebita margin  186  179  178  166  163 
adjusted ebitda margin  241  230  229  217  209 
interest cover times 91  114  108  93  67 
free cash ﬂ ow usm 3230  3048  2488  2028  106 
total borrowings to total assets  329  344  216  251  304 
net cash generated from operations to total borrowings  299  272  540  482  382 
revenue per employee us000 3293  3059  2804  2569  2725 
average monthly number of employees 70486  71144  69212  70131  68635 
¹ restated for the adjustments made to the provisional fair values relating to the foster’s the paciﬁ c beverages and the international breweries acquisitions
² net asset value per share is calculated by dividing shareholders’ equity by the closing number of shares in issue
³ this is calculated by expressing adjusted earnings as a percentage of total shareholders’ equity 
fiveyear ﬁ nancial review 
for the years ended 31 march
178 – sabmiller plc annual report 2013 2013
usm
2012
usm
2011
usm
2010
usm
2009
usm
group revenue
segmental analysis
latin america 7821  7158  6335  5905  5495 
europe 5767  5482  5394  5577  6145 
north america 5355  5250  5223  5228  5227 
africa 3853  3686  3254  2716  2567 
asia paciﬁ c 5685  3510  2026  1741  1565 
south africa
– beverages 5540  5815  5598  4777  3955 
– hotels and gaming 466  487  481  406  348 
 34487  31388  28311  26350  25302 
operating proﬁ t excluding share of associates and joint ventures
segmental analysis
latin america 1983  1736  1497  1270  1057 
europe 652  804  857  840  900 
north america 7  –  16  12  230 
africa 439  422  365  316  354 
asia paciﬁ c 462  124  22 34 2
south africa beverages 1062  1091  997  826  704 
corporate 202 190 147 139 97
operating proﬁ t – before exceptional items 4403  3987  3563  3091  3146 
exceptional chargecredit 
latin america 63 119 106 156 45 
europe 64 1135  261 202 452
north america –  –  –  –  409 
africa 79  162  4 3 – 
asia paciﬁ c 104 70 –  –  – 
south africa beverages 22 41 188 53 – 
corporate 26 41 123  58 – 
 200 1026  436 472 2 
operating proﬁ t – after exceptional items 4203  5013  3127  2619  3148 
ebita
segmental analysis
latin america 2112  1865  1620  1386  1173 
europe 784  836  887  872  944 
north america 771  756  741  619  581 
africa 838  743  647  565  562 
asia paciﬁ c 855  321  92  71  80 
south africa
– beverages 1129  1168  1067  885  764 
– hotels and gaming 134  135  137  122  122 
corporate 202 190 147 139 97
 6421  5634  5044  4381  4129 
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 179 deﬁ nitions 
financial deﬁ nitions
adjusted earnings 
adjusted earnings are calculated by adjusting headline earnings as 
deﬁ ned below for the amortisation of intangible assets excluding 
computer software integration and restructuring costs the fair value 
movements in relation to capital items for which hedge accounting 
cannot be applied and other items which have been treated as 
exceptional but not included above or as headline earnings 
adjustments together with the group’s share of associates’ and joint 
ventures’ adjustments for similar items the tax and noncontrolling 
interests in respect of these items are also adjusted 
adjusted ebitda
this comprises ebitda as deﬁ ned below before cash ﬂ ows from 
exceptional items and includes dividends received from our joint 
venture millercoors dividends received from millercoors 
approximate to the group’s share of the ebitda of the millercoors 
joint venture
adjusted ebitda margin
this is calculated by expressing adjusted ebitda as a percentage of 
revenue plus the group’s share of millercoors’ revenue
adjusted net ﬁ nance costs 
this comprises net ﬁ nance costs excluding fair value movements in 
relation to capital items for which hedge accounting cannot be 
applied and any exceptional ﬁ nance charges or income 
adjusted proﬁ t before tax 
this comprises ebita less adjusted net ﬁ nance costs and less the 
group’s share of associates’ and joint ventures’ net ﬁ nance costs on 
a similar basis 
constant currency 
constant currency results have been determined by translating the 
local currency denominated results for the year ended 31 march at 
the exchange rates for the prior year 
ebita 
this comprises operating proﬁ t before exceptional items amortisation 
of intangible assets excluding computer software and includes the 
group’s share of associates’ and joint ventures’ operating proﬁ t on a 
similar basis 
ebita margin  
this is calculated by expressing ebita as a percentage of group 
revenue 
ebitda 
this comprises the net cash generated from operations before 
working capital movements this includes cash ﬂ ows relating to 
exceptional items incurred in the year 
ebitda margin  
this is calculated by expressing ebitda as a percentage of revenue 
effective tax rate  
the effective tax rate is calculated by expressing tax before tax on 
exceptional items and on amortisation of intangible assets excluding 
computer software including the group’s share of associates’ and 
joint ventures’ tax on the same basis as a percentage of adjusted 
proﬁ t before tax 
free cash ﬂ ow
this comprises net cash generated from operating activities less 
cash paid for the purchase of property plant and equipment and 
intangible assets net investments in existing associates and joint 
ventures in both cases only where there is no change in the group’s 
effective ownership percentage and dividends paid to noncontrolling 
interests plus cash received from the sale of property plant and 
equipment and intangible assets and dividends received
group revenue 
this comprises revenue together with the group’s share of revenue 
from associates and joint ventures 
headline earnings 
headline earnings are calculated by adjusting proﬁ t for the ﬁ nancial 
period attributable to owners of the parent for items in accordance 
with the south african circular 32012 entitled ‘headline earnings’ 
such items include impairments of noncurrent assets and proﬁ ts or 
losses on disposals of noncurrent assets and their related tax and 
noncontrolling interests this also includes the group’s share of 
associates’ and joint ventures’ adjustments on the same basis 
interest cover 
this is the ratio of adjusted ebitda to adjusted net ﬁ nance costs 
net debt 
this comprises gross debt including borrowings borrowingsrelated 
derivative ﬁ nancial instruments overdrafts and ﬁ nance leases net of 
cash and cash equivalents excluding overdrafts 
organic information 
organic results and volumes exclude the ﬁ rst 12 months’ results and 
volumes relating to acquisitions and the last 12 months’ results and 
volumes relating to disposals 
total shareholder return tsr
tsr is the measure of the returns that a company has provided for 
its shareholders reﬂ ecting share price movements and assuming 
reinvestment of dividends 
sales volumes 
in the determination and disclosure of sales volumes the group 
aggregates 100 of the volumes of all consolidated subsidiaries and 
its equity accounted percentage of all associates’ and joint ventures’ 
volumes contract brewing volumes are excluded from volumes 
although revenue from contract brewing is included within group 
revenue volumes exclude intragroup sales volumes this measure 
of volumes is used for lager volumes soft drinks volumes other 
alcoholic beverage volumes and beverage volumes and is used in the 
segmental analyses as it more closely aligns with the consolidated 
group revenue and ebita disclosures 
kpi deﬁ nitions – how we measure
total shareholder return tsr in excess of 
the median of peer group over ﬁ veyear periods 
2012 and 2011 threeyear periods
tsr performance is measured by taking the percentage growth in 
our tsr over the ﬁ veyear period 2012 and 2011 threeyear period 
to the date aligned with the related measurement date of performance 
share awards for the excom and deducting the percentage growth in 
the tsr of the median of our peer group over the same period
180 – sabmiller plc annual report 2013 growth in adjusted earnings per share eps 
growth in adjusted eps is measured by comparing the adjusted 
eps for the current year with that of the prior year adjusted eps is 
measured using adjusted earnings divided by the basic number of 
shares in issue adjusted earnings are measured using the deﬁ nition 
on page 180 
free cash ﬂ ow 
free cash ﬂ ow is measured using the deﬁ nition on page 180
proportion of our total lager volume from markets in which 
we have no 1 or no 2 national market share positions 
lager volumes generated in markets where we have a number one or 
number two national beer market share position divided by total lager 
volumes lager volumes are measured as deﬁ ned on page 180
proportion of group ebita from developing and 
emerging economies
ebita generated in developing and emerging economies divided by 
group ebita before corporate costs ebita is deﬁ ned on page 180
developing and emerging economies are as deﬁ ned by the 
international monetary fund imf
organic growth in lager volumes
organic growth in lager volumes is measured by comparing lager 
volumes in the year with those in the prior year excluding the effects 
of acquisitions and disposals organic information is deﬁ ned on 
page 180 lager volumes are measured as deﬁ ned on page 180
group revenue growth organic constant currency
growth in group revenue compared with the prior year is measured 
on a constant currency basis as deﬁ ned on page 180 and excluding 
the effects of acquisitions and disposals organic information is 
deﬁ ned on page 180 group revenue is deﬁ ned on page 180
revenue growth in premium brands constant currency
growth in revenue from sales of premium brands compared with the 
prior year is measured on a constant currency basis as deﬁ ned on 
page 180 premium brands are those in the premium segment as 
deﬁ ned on this page
ebita growth organic constant currency
ebita growth compared with the prior year is measured on a 
constant currency basis as deﬁ ned on page 180 and excluding 
the effects of acquisitions and disposals organic information is 
deﬁ ned on page 180 ebita is deﬁ ned on page 180
ebita margin
ebita margin is deﬁ ned on page 180
hectolitres of water used at our breweries per hectolitre 
of lager produced
water used at our breweries divided by the volume of lager produced 
this includes 100 of all consolidated subsidiaries together with the 
equity accounted percentage share of the millercoors joint venture
fossil fuel emissions from energy used at our breweries 
per hectolitre of lager produced
fossil fuel emissions are measured by the total amount of carbon 
dioxide co2 in kilograms released to the atmosphere by our brewery 
operations divided by the volume of lager produced the total amount 
of co2 is the sum of direct emissions produced by the combustion 
of fuel eg coal oil gas and indirect emissions from the use of 
electricity and steam emissions are calculated using the 
internationally recognised wriwbcsd greenhouse gas protocol 
this includes 100 of all consolidated businesses together with the 
equity accounted percentage share of the millercoors joint venture 
cumulative ﬁ nancial beneﬁ ts from our business 
capability programme
incremental cash ﬂ ows generated as a result of the adoption of new 
processes and systems including incremental revenues reduced cost 
of goods sold and overheads reduced investment in working capital 
and lower cost of capital investments
kpi explanation of change
we have moved to a ﬁ veyear tsr measurement period for the 
purpose of the tsr kpi as the performance share awards with 
threeyear tsr measurement periods for the excom have all 
now vested and only awards with ﬁ veyear tsr measurements 
periods remain the change has had no signiﬁ cant impact on 
the tsr trend
nonﬁ nancial deﬁ nitions
corporate governance code
the uk corporate governance code as adopted by the financial 
reporting council
direct economic value generated
revenue plus interest and dividend receipts royalty income and 
proceeds of sales of assets in accordance with guidance by the 
global reporting initiative gri ec1
economy segment
taking the leading brand in the most popular pack type as the 
standard 100 brands with a weighted average market price which 
fall below an index of 90 form the economy segment normally all 
brands in this segment will be local brands
international brewers index
the index of international brewers charts the share price progression 
of the company’s closest peers in the global brewing industry – 
anheuserbusch inbev carlsberg heineken and molson coors 
relative to 1 april 2010 the index is weighted relative to the market 
capitalisation of the brewers as at 1 april 2010
mainstream segment
taking the leading brand in the most popular pack type as the 
standard 100 the mainstream segment is formed of brands with 
a weighted average market price which fall into the 90109 band
mainstream brands tend to be local
pet
pet is short for polyethylene terephthalate a form of plastic which is 
used for bottling alcoholic and nonalcoholic drinks
premium segment worthmore segment in the usa
taking the leading brand in the most popular pack type as the 
standard 100 brands with a weighted average market price which 
have an index of 110 form the premium segment the premium 
segment comprises local regional and global brands
strate
strate stands for share transactions totally electronic an unlisted 
company owned by jse limited and central securities depository 
participants csdp which exists to allow share transactions in south 
africa to be settled electronically
overview business review governance financial statements shareholder information
sabmiller plc annual report 2013 – 181 listed below are analyses of holdings extracted from the register of ordinary shareholders at the year end
number of
shareholders
percentage of
share capital
portfolio size  
1 – 1000 44219 076
1001– 10000 8563 157
10001 – 100000 683 105
100001 – 1000000 732 1539
1000001 and over 159 8123
54356 10000
category
banks 5 012
individuals nominees  trusts 52512 1065
insurance companies 153 575
investment companies 26 097
medical aid schemes 26 014
mutual funds 712 1846
other corporate entities 16 4255
pension funds 774 1483
other  132 653
54356 10000
substantial shareholdings
as at 3 june 2013 we had received the following notiﬁ cations of interests in voting rights of the issued share capital of the company pursuant 
to rule 512 of the disclosure and transparency rules
date of
notiﬁ cation
number
of shares
percentage
of issued
share capital
altria group inc 29 june 2012 430000000 2699
bevco ltd 20 march 2007 225000000 1498
public investment corporation 13 january 2009 67663248 449
kulczyk holding sa 28 march 2013 48000000 299
the companies act requires disclosure of persons with signiﬁ cant direct or indirect holdings of securities as at year end at the year end we 
were aware of the following shareholdings
percentage
of issued
share capital
altria group inc 2684
bevco ltd 1404
public investment corporation 322
kulczyk holding sa 299
ordinary shareholding analyses
182 – sabmiller plc annual report 2013 financial reporting calendar and annual general meeting
interim management statement and annual general meeting july 2013
announcement of interim results for halfyear to september november 2013
interim management statement january 2014
preliminary announcement of annual results may 2014
annual ﬁ nancial statements published june 2014
dividends declared paid
ordinary
 interim november december
 final may august
unsolicited investment advice – warning to shareholders 
many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment 
matters these are typically from overseasbased ‘brokers’ who target uk shareholders offering to sell them what often turn out to be 
worthless or highrisk shares in us or uk investments they can be very persistent and extremely persuasive a 2006 survey by the financial 
services authority now the financial conduct authority fca reported that the average amount lost by investors was around £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 fca before getting involved you can check at httpwwwfcaorgukﬁ rmssystems
reportingregistersearch
• the fca also maintains on its website a list of unauthorised overseas ﬁ rms who are targeting or have targeted uk investors and any 
approach from such organisations should be reported to the fca so that this list can be kept up to date and any other appropriate action 
can be considered
• report the matter to the fca either by calling 0800 111 6768 or by completing an online form at httpwwwfcaorgukconsumers
scamsinvestmentscamssharefraudandboilerroomscamsreportingform if you deal with an unauthorised ﬁ rm you would 
not be eligible to receive payment under the financial services compensation scheme
south african shareholders may report such approaches to the financial services board fsb on 
toll free 0800 110443 or 0800 202087
email infofsbcoza
complete the fsb online complaint form which can be found on their website wwwfsbcoza
shareholders’ diary
sabmiller plc annual report 2013 – 183
overview business review governance financial statements shareholder information sabmiller plc
incorporated in england and wales registration no 3528416
general counsel and group company secretary
john davidson
registered ofﬁ ce
sabmiller house 
church street west
woking
surrey england
gu21 6hs
telephone 44 1483 264000
head ofﬁ ce
one stanhope gate
london england
w1k 1af
telephone 44 20 7659 0100
internet address
wwwsabmillercom
investor relations
telephone 44 20 7659 0100
email investorrelationssabmillercom
sustainable development
telephone 44 1483 264134
email sustainabledevelopmentsabmillercom
independent auditors
pricewaterhousecoopers llp
chartered accountants and statutory auditors
1 embankment place
london england
wc2n 6rh
telephone 44 20 7583 5000
registrar united kingdom
capita registrars
the registry
34 beckenham road
beckenham
kent england
br3 4tu
telephone 44 20 8639 3399 
outside uk
telephone 0871 664 0300 
from uk calls cost 10p per minute 
plus network extras lines are open 
830am530pm monfri
email ssdcapitaregistrarscom
wwwcapitaregistrarscom
registrar south africa
computershare investor services pty limited
70 marshall street johannesburg
po box 61051
marshalltown 2107
south africa
telephone 27 11 370 5000
united states adr depositary
jp morgan depositary bank 
1 chase manhattan plaza floor 58 
new york ny 10005
telephone us 866 jpmadrs
outside the us 1 866 5762377
email adrjpmorgancom
administration
184 – sabmiller plc annual report 2013 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  
this document is intended to provide information to shareholders 
it should not be relied upon by any other party or for any other purpose 
this document includes ‘forwardlooking statements’ with respect 
to certain of sabmiller plc’s plans current goals and expectations 
relating to its future ﬁ nancial condition performance and results 
these statements contain the words “anticipate” “believe” “intend” 
“estimate” “expect” and words of similar meaning all statements other 
than statements of historical facts included in this document including 
without limitation those regarding the company’s ﬁ nancial position 
business strategy plans and objectives of management for future 
operations including development plans and objectives relating to 
the company’s products and services are forwardlooking statements 
such forwardlooking statements involve known and unknown risks 
uncertainties and other important factors that could cause the actual 
results performance or achievements of the company to be materially 
different from future results performance or achievements expressed 
or implied by such forwardlooking statements such forwardlooking 
statements are based on numerous assumptions regarding the 
company’s present and future business strategies and the environment 
in which the company will operate in the future these forwardlooking 
statements speak only as at the date of this document factors which 
may cause differences between actual results and those expected or 
implied by the forwardlooking statements include but are not limited 
to material adverse changes in the economic and business conditions 
in the markets in which sabmiller operates increased competition and 
consolidation in the global brewing and beverages industry changes in 
consumer preferences changes to the regulatory environment failure 
to deliver the integration and costsaving objectives in relation to the 
foster’s acquisition failure to derive the expected beneﬁ ts from the 
business capability programme and ﬂ uctuations in foreign currency 
exchange rates and interest rates the company expressly disclaims 
any obligation or undertaking to disseminate any updates or revisions 
to any forwardlooking statements contained herein to reﬂ ect any 
change in the company’s expectations with regard thereto or any 
change in events conditions or circumstances on which any such 
statement is based the past business and ﬁ nancial performance 
of sabmiller plc is not to be relied on as an indication of its 
future performance
the paper used in the report contains 75 recycled content all 
of which is sourced from deinked postconsumer waste all of the 
pulp is bleached using an elemental chlorine free process ecf 
printed in the uk by cpi colour a carbonneutral
®
 company both 
manufacturing mill and the printer are registered to the environmental 
management system iso14001 and are forest stewardship council
®
 
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sabmiller plc annual report 2013 registered ofﬁ ce
sabmiller house
church street west
woking
surrey
england
gu21 6hs
telephone 44 1483 264000
wwwsabmillercom


Summary:
  ‘i am delighted to report another year of strong 
ﬁ nancial performance led by our developing 
market operations in latin america africa 
asia paciﬁ c and south africa’
acting chairman’s statement
john manser
acting chairman
dear shareholder
it is with sadness that in my current role as 
acting chairman i am delivering this year’s 
opening statement on behalf of graham 
mackay who is currently on leave of absence 
for medical reasons graham has led 
sabmiller with great acuity dedication and 
integrity over the last 16 years and our 
thoughts are with him and his family at this 
difﬁ cult time
results and dividend
i am delighted to report another year 
of strong ﬁ nancial performance led by 
our developing market operations in 
latin america africa asia paciﬁ c and 
south africa
including acquisitions and the effects of 
currency translation group revenue grew by 
10 7 on an organic constant currency 
basis following selective price increases and 
the further expansion of our brand portfolios 
to offer a wider choice of products at 
different prices currency movements had 
an adverse impact of ﬁ ve percentage points 
on group revenue growth mainly due to the 
weakening of the south african rand and 
central european currencies against the us 
dollar beverage volumes totalled 306 million 
hectolitres up 7 with lager volumes up 6 
and soft drinks volumes up 15
reported earnings before interest tax 
amortisation and exceptional items ebita 
grew by 14 9 on an organic constant 
currency basis reﬂ ecting the beneﬁ cial 
impact of the foster’s acquisition reported 
ebita margin was 70 basis points ahead of 
the prior year at 186 raw material input 
costs rose in line with expectations by mid 
single digits due to higher commodity costs 
partially offset by procurement and other 
savings fixed costs increased due to 
inﬂ ation and investments in new production 
capacity in some markets although again 
these were partially offset by efﬁ ciency 
savings elsewhere proﬁ t before tax declined 
16 to us4712 million principally reﬂ ecting 
the inclusion of signiﬁ cant noncash 
exceptional gains on transactions in the prior 
year adjusted earnings were 12 higher 
than the prior year and adjusted earnings 
per share were up 11 to 2387 us cents
capital expenditure for the year was 
us1479 million as we continued to invest 
in additional capacity commissioning new 
breweries in zambia nigeria and uganda 
while extending existing facilities elsewhere 
free cash ﬂ ow was us3230 million an 
increase of us182 million compared with 
the prior year net debt fell by us2161 
million ending the year at us15701 million 
the group’s gearing ratio as at 31 march  2013 
was 572  
the board has recommended a ﬁ nal dividend 
of 77 us cents per share which will be paid 
to shareholders on 23 august 2013 this 
brings the total dividend for the year to 101 
us cents per share an increase of 11 over 
the prior year
a past that prepares us for the future
in acknowledging graham mackay’s ﬁ nal 
year in an executive capacity i offer my own 
perspective on the group’s achievements 
strengths and prospects in the context of 
our recent history and the dramatic evolution 
of the brewing sector during graham’s 
management career here 
6 – sabmiller plc annual report 2013 that sabmiller should emerge from modest 
beginnings in south africa to become a 
leading global consumer products company 
is a remarkable achievement it is still more 
remarkable when one considers the 
considerable obstacles it has overcome as 
part of that journey in its early days south 
african breweries posed little challenge to 
the established giants of european and us 
brewing the industry was more collaborative 
than is the case today and the business was 
able to learn from other companies quietly 
developing the core skills in brewing and 
brand building that form the basis of the 
strong operating culture for which sabmiller 
is rightly known 
in 1989 however the break up of the 
soviet bloc provided the catalyst for the 
consolidation of the brewing industry and the 
creation of a global industry brewing assets 
that had long been neglected by indifferent 
government owners were now suddenly 
available to buy south african breweries 
which had already participated in government 
privatisations in southern africa seized the 
opportunity to break out of the continent 
and begin expanding into asia and central 
and eastern europe 
our strategy at the time was to acquire 
brewing assets that had typically been poorly 
run and to apply the worldclass operational 
skills we had learned to improve the 
performance quality and image of their 
beers initial forays were also driven by a 
desire to acquire a portfolio of international 
brands that could compete on the world 
stage perversely it was the process of 
evaluating brands for international expansion 
– and more often than not rejecting them – 
that reinforced our respect for the local 
nature of beer 
our local approach
this belief that beer remains in essence 
a local product rooted in the heritage and 
culture of particular places or communities 
now sets us apart from our major competitors 
and informs much of our attitude to brand 
management instead of applying a onesize
ﬁ tsall approach we aim to develop full brand 
portfolios in each of our markets informed by 
a deep appreciation for local consumer 
tastes across a spectrum of prices and 
drinking occasions and far from inexorably 
becoming more global over time the rise of 
the craft beer segment in the usa europe 
and australia would suggest that if anything 
beer is becoming more local than ever
this belief that beer remains 
in essence a local product 
rooted in the heritage and 
culture of particular places 
or communities now sets 
us apart from our major 
competitors and informs 
much of our attitude to brand 
management
in the core mainstream beer segment 
we’ve become expert at taking undiscovered 
local brands and turning them into national 
champions in europe many of our now 
iconic national brands began life in much less 
glamorous circumstances in latin america 
following acquisitions in central america in 
2001 and south america in 2005 we have 
transformed the image of the beer category 
in our markets improving quality and 
differentiating our products by package price 
and position and in china our joint venture 
has established the snow brand originally 
from manchuria as both the country’s ﬁ rst 
national beer and now the largest beer brand 
in the world by volume
in the usa following the merger with miller 
brewing company in 2002 we reﬁ ned and 
adapted our skills to succeed in the world’s 
most competitive and sophisticated consumer 
market gaining brands which are now part 
of an increasingly successful international 
premium portfolio
the premiumisation of the beer category 
is a trend we are now leading in many of 
our developing markets establishing local 
premium beers that trade on national pride 
and offer affordable luxury to consumers 
looking to trade up at the lower end of the 
price ladder particularly in africa we have 
set out to compete with informal alcohol 
through the development of affordable beers 
made from locally available ingredients 
we started with the sorghumbased eagle 
lager in uganda and subsequently launched 
two new cassava beers in mozambique and 
ghana while these products open up new 
markets for us they also provide a new 
income stream for farmers previously working 
at subsistence level and create a new source 
of revenue for governments 
management and organisation
the spirit and attitude formed by the 
business in those early years was manifest 
in an energy and restlessness that has 
since become the basis for a formidable 
performance management culture explicitly 
goaloriented with a high degree of personal 
accountability the business developed a 
cadre of exceptional senior managers many 
of whom i am delighted to say remain with 
us today this highly mobile workforce has 
repeatedly demonstrated its ability to turn 
around underperforming businesses cutting 
costs and driving top line growth this 
experience is now proving invaluable again 
as we look to grow our operations in australia 
following the acquisition of the foster’s 
business in late 2011 
the business today
the result today is an attractive spread of 
businesses – well balanced globally in terms 
of sales volumes revenues and ebita 
spanning both developed and developing 
economies and advantageously exposed 
to growth markets we also enjoy valuable 
partnerships with the castel group in africa 
china resources enterprises in china 
anadolu efes in turkey and the former soviet 
union and the cocacola company for whom 
we’re the leading bottler in africa and central 
america we continue to be a leader in our 
sector in terms of our brand management our 
approach to sustainability and our commitment 
to market our products responsibly in every 
country in which we operate 
castle lager 
growing across africa
castle lager a brand 
synonymous with sabmiller’s 
heritage in south africa 
posted its second year of 
double digit growth driven 
by strong trade execution 
demonstrating that even a 
brand with over 100 years 
of sales behind it can remain 
relevant to a new generation 
of consumers the brand 
is also now establishing 
a powerful position as a 
regional brand across the 
rest of africa
sabmiller plc annual report 2013 – 7
overview business review governance financial statements shareholder information acting chairman’s statement 
continued
corporate governance 
the corporate governance update on 
pages 57 to 65 of this report provides 
a detailed description of the directors’ 
approach to corporate governance the 
board’s application of the uk corporate 
governance code and the role and 
effectiveness of the board
the annual appraisal of the effectiveness of 
our board and its committees as well as the 
annual evaluation of each individual director’s 
contribution and performance for the year 
assumed particular importance this year in 
light of the succession arrangements which 
we implemented last year summarised 
below in my view the board and its 
committees continue to operate effectively 
and to meet in full their obligations to support 
management to monitor performance and 
to maintain the board’s strategic oversight 
nevertheless neither i as acting chairman 
nor the directors collectively are complacent 
about matters of corporate governance 
where we have elected not to apply certain 
provisions of the code we have done so 
because we believe this to be in the best 
interests of shareholders as a whole and 
the results we have delivered to date do not 
seem to us to indicate that these decisions 
have adversely impacted the performance 
of the group
having decided that a year characterised 
by change and transition was not the right 
year to undertake an external evaluation of 
our board’s effectiveness we conducted 
a rigorous and extensive internal review of 
performance this year ably orchestrated by 
our company secretary the results of this 
performance and effectiveness assessment 
were reviewed in full and approved by the 
board matters identiﬁ ed as requiring further 
consideration have been addressed 
including changing the frequency and 
length of board meetings to ensure more 
regular meetings with additional time to 
discuss group strategy senior executive 
succession planning and the group’s talent 
pipeline below the executive committee level 
we have also taken steps to hold additional 
board meetings in countries where the group 
has operations these will enable the board 
to conduct more detailed occasional reviews 
of country and regional performance and to 
hold regular preboard meeting events at 
which nonexecutive directors have the 
opportunity to meet more frequently with 
other members of senior management as 
well as executive committee members 
succession 
turning to succession and change we 
announced in april 2012 that meyer kahn 
would retire as chairman after the annual 
general meeting in july 2012 and that 
graham mackay would be appointed as 
executive chairman for an interim period 
of one year at this time we also said that 
graham would hand over executive 
responsibilities to alan clark as our new 
chief executive after this year’s agm in 
july 2013 when graham would become 
nonexecutive chairman although the uk 
corporate governance code recommends 
that a chief executive should not go on to 
become chairman of the same company 
the board determined that these changes 
were in the best interests of sabmiller and 
its shareholders the decision had the 
strong backing of our shareholders and 
was made after discussions with major 
institutional investors at the same time 
we announced a number of other board 
and executive succession changes with 
rob pieterse also retiring from the board 
i am glad to say that these changes and 
our explanations for them were welcomed 
by the overwhelming majority of shareholders 
the explanation for our decision was even 
cited by the association of british insurers in 
a report in december 2012 on the adequacy 
of companies’ explanations for not applying 
the uk corporate governance code under 
the ‘comply or explain’ principle as a best 
practice example the board approved 
detailed job speciﬁ cations setting out the 
respective authorities and responsibilities of 
the executive chairman and chief operating 
ofﬁ cer and over the last year graham and 
alan have worked together to prepare alan 
for the chief executive role and to effect a 
staged handover of responsibilities to ensure 
appropriate continuity in the management 
of the group 
this served us in good stead when in april 
this year graham was diagnosed with a brain 
tumour the board accordingly accelerated 
alan’s planned promotion to chief executive 
with immediate effect while i stepped into the 
breach as acting chairman to allow graham 
medical leave of absence to focus on his 
treatment as the transition of management 
responsibilities to alan was already well 
advanced he has simply had to pick up the 
remaining executive responsibilities a little 
sooner than expected with the full support 
of all of our colleagues on the executive 
committee and the directors 
last year we also reported our intention 
to seek and appoint a new independent 
nonexecutive director with the expectation 
that in due course he or she would replace 
me as the senior independent director 
we were delighted to be able to announce 
guy elliott’s appointment to this role in 
march 2013 guy is highly experienced 
with a strong reputation as a seasoned 
nonexecutive and business leader he has 
been part of the leadership team of rio tinto 
a global business working across both 
emerging and developed markets and has 
deep experience of working through joint 
ventures and partnerships – all very pertinent 
to our business structure – as well as an 
understanding of consumerfacing businesses 
acquired during his time on the cadbury 
board he will be an excellent addition to 
our board and his appointment reﬂ ects our 
continued commitment to the process of 
progressive renewal of the board and the 
independent directors in terms of age 
gender and balance of skills with guy’s 
appointment effective on 1 july 2013 we will 
have appointed six new independent non
executive directors over the past ﬁ ve years
share price performance
from 1 april 2010 to 23 may 2013 £ sterling
source factset and datastream 
as at 23 may 2013
note share prices are rebased 
to sabmiller the international 
brewers index charts the share 
price progression of an index 
of the company’s closest peers 
in the global brewing industry – 
anheuserbusch inbev carlsberg 
heineken and molson coors 
relative to 1 april 2010 the index 
is weighted relative to the market 
capitalisation of the brewers as at 
1 april 2010
35
30
25
20
15 
may 2013 apr 2010 oct 2010 apr 2011 oct 2011 oct 2012 apr 2012
international
brewers index 514
ftse 100 166
sabmiller 763
8 – sabmiller plc annual report 2013 sadly we also announced in april 2013 
that cyril ramaphosa could not continue 
as a director of sabmiller because of his 
increasing public service commitments 
cyril has served sabmiller with distinction 
since his ﬁ rst appointment as a director and 
as acting chairman of our predecessor 
company in south africa in 1997 his wise 
counsel infectious good humour and deep 
understanding will be sorely missed the 
directors are grateful to cyril for his friendship 
and dedication over many years of service 
on behalf of everyone at sabmiller we wish 
him every success in facing the challenges 
of his new role
executive succession also continued apace 
in the last year with the appointment of sue 
clark formerly corporate affairs director 
as alan’s successor in the role of managing 
director of sabmiller europe in june 2012 
sue is making excellent progress providing 
strong leadership to the operation in a 
challenging time for these economies 
in october we appointed catherine may 
as our new corporate affairs director with 
her extensive international corporate affairs 
and communications experience having 
previously held similar roles at centrica and 
reed elsevier she is already making a major 
contribution leading the strong corporate 
affairs function built up by sue and 
continuing to develop the critical capabilities 
which help to grow our business sustainably 
for the beneﬁ t of all stakeholders
in january 2013 norman adami was 
promoted to the new role of chairman 
sabmiller beverages south africa to 
assume overall strategic responsibility for 
sabmiller’s beverage businesses in south 
africa norman had for a number of years 
acted both as managing director of the 
south african breweries pty ltd and as 
chairman of our other beverage interests in 
south africa however with the continuing 
strategic importance of our operations 
in south africa we decided to appoint 
a new managing director to run the beer 
business to enable norman to play a more 
strategic and inﬂ uential role in the further 
development of our beverage businesses 
in south africa as well as our developing 
operations in namibia
further board changes
we had previously announced that barring 
unforeseen circumstances i was expected 
to retire at the annual general meeting in 
2014 and that guy elliott would replace me 
as deputy chairman and senior independent 
director in the light of graham’s illness the 
board is keeping the situation under review 
pending the progress of his course of 
treatment in the meantime i will continue 
as acting chairman and an appropriate 
announcement about the future will be made 
as soon as any deﬁ nitive decisions have been 
taken taking account of my increased time 
commitments and responsibilities as acting 
chairman mark armour has agreed to the 
board’s request that he succeed me as 
chairman of the audit committee a year 
earlier than planned
many of you have written to graham 
personally to send him your best wishes 
and messages of encouragement and i 
know he is very grateful to you all for your 
support he is inexpressibly proud of this 
company and its people of what we have 
achieved together and the shape it is now 
in sabmiller has a strong management 
team with considerable depth of talent 
and a strong board with a number of 
distinguished nonexecutive directors 
who have provided considerable continuity 
stability and experience over many years 
of growth i am conﬁ dent that under alan 
clark’s leadership the management team 
will continue to grow our business and 
deliver value to shareholders i hope that 
you will continue to give alan and all of 
my fellow directors your support 
john manser
acting chairman
transforming the 
beer category in 
latin america
since the acquisition of our 
interests in south america in 
2005 we have transformed 
the image of the beer category 
in our markets driving the 
development of new packs 
price points and brand 
positions poker which in 
2006 was a regional brand in 
colombia with a market share 
of 18 is now the country’s 
largest brand with a 42 
share of the beer category
sabmiller plc annual report 2013 – 9
overview business review governance financial statements shareholder information