sabmiller plc annual report 2010
annual report
sabmiller plc annual report 2010
annual report 2010
this report is also available on our website
go to wwwsabmillercomannualreport
sustainable development report 2010
this report is available on our website 
go to wwwsabmillercomsdreporting
wwwsabmillercom
for more information on the group and
latest news go to wwwsabmillercom about sabmiller plc
overview
1 our performance
2 the group at a glance
business review
6 chairman’s statement
9 global beer market trends
10 chief executive’s review
14 strategic priorities
14 creating a balanced and attractive 
global spread of businesses
16 developing strong relevant brand 
portfolios that win in the local market
18 constantly raising the profitability of 
local businesses sustainably
20 leveraging our skills and global scale
22 key performance indicators
24 principal risks
26 operations review
26 latin america
27 europe
29 north america
30 africa
31 asia
32 south africa
34 chief financial officer’s review
40 sustainable development
governance
44 board of directors
46 executive committee
47 directors’ report
51 corporate governance
59 remuneration report
financial statements
68 statement of directors’ responsibilities
in respect of the consolidated financial
statements
69 independent auditors’ report to the
members of sabmiller plc on the
consolidated financial statements
70 consolidated income statement
71 consolidated statement of 
comprehensive income
72 consolidated balance sheet
73 consolidated cash flow statement
74 consolidated statement of changes in equity
75 notes to the consolidated financial statements
143 statement of directors’ responsibilities in
respect of the company financial statements
144 independent auditors’ report to the 
members of sabmiller plc on the 
company financial statements
145 balance sheet of sabmiller plc
146 notes to the company financial statements
156 fiveyear financial review
158 definitions
shareholder information
161 ordinary shareholding analyses
162 shareholders’ diary
163 administration
164 cautionary statement
front cover and above
first brewed in 1895 to quench the thirsts of hardworking gold prospectors in
johannesburg castle lager has become south africa’s iconic beer and a symbol
of the country’s passion for sport
sabmiller plc is one of the world’s 
largest brewers with brewing interests 
and distribution agreements across 
six continents
the group’s wide portfolio of brands
includes premium international beers such
as pilsner urquell peroni nastro azzurro
miller genuine draft and grolsch as well 
as leading local brands such as aguila
castle miller lite snow and tyskie we
are also one of the world’s largest bottlers
of cocacola products
this report covers the financial year ended 31 march 2010 for more detailed
information please refer to our website at wwwsabmillercom
this report is also available on our website as a downloadable pdf
wwwsabmillercomannualreport sabmiller plc annual report 2010 our performance 1
our performance
group revenue
3
2010 us26350m 4
2009 us25302m
revenue
2010 us18020m –4
2009 us18703m
2010 us4381m 6
2009 us4129m
2010 680 us cents 17
2009 580 us cents
profit before tax
2010 us2929m –1
2009 us2958m
adjusted earnings per share
6
2010 1611 us cents 17
2009 1375 us cents
net debt
7
2010 us8398m –4
2009 us8709m
group revenue
3
usm
30000
24000
18000
12000
6000
■■ group revenue ■■ revenue
06 08 09 07 10
dividends per share
5
us cents
100
80
60
40
20
06 08 09 07 10 10
ebita
4
usm
5000
4000
3000
2000
1000
06 08 09 07 10
■
lager volumes of 213 million hectolitres hl 
in line with the prior year on an organic basis 
share gains in many markets
■
group revenue up 4 and ebita up 6 with
margin growth of 30 basis points bps driven 
by robust pricing and cost efficiencies
■
ebita
1
increases in all regions except asia
– latin america delivers strong ebita
1
growth 
of 17 through pricing and cost productivity
– solid pricing and cost management in europe
drive ebita
1
growth of 4 despite lower volumes
– cost synergies deliver ebita
1
growth of 7 
in north america
– resilient lager volume growth in africa underpins
ebita
1
growth of 4
– asia ebita
1
level as strong china growth is offset
by constraints in india
– south africa beverages ebita
1
grows 2
despite increased market investment
■
adjusted eps up 17 with operating performance
enhanced by lower finance costs and a reduced 
tax rate
■
strong free cash flow
2
of us2010 million with
dividends per share
5
up 17
business review governance financial statements shareholder information
1 ebita growth is shown on an organic constant currency basis
2 as defined in the definitions section see also note 27b to the consolidated financial statements
3 group revenue includes the attributable share of associates’ and joint ventures’ revenue of
us8330 million ie including millercoors’ revenue 2009 us6599 million
4 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 software and includes the group’s share of associates’ and joint ventures’ operating
profit on a similar basis as described in the chief financial officer’s review ebita is used
throughout this report
5 2010 final dividend is subject to shareholder approval at the annual general meeting
6 a reconciliation of adjusted earnings to the statutory measure of profit attributable to equity
shareholders is provided in note 8 to the consolidated financial statements
7 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
overview 2 the group at a glance sabmiller plc annual report 2010
the group at a glance
our group vision
to be the most admired company 
in the global beer industry
■
investment of choice
■
employer of choice
■
partner of choice
our group mission
to own and nurture local and 
international brands that are 
the first choice of the consumer
our group 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 sabmiller plc annual report 2010 the group at a glance 3
business review governance financial statements shareholder information
our strategic priorities
sabmiller has four clear strategic priorities
creating a balanced and attractive 
global spread of businesses
the wide geographic spread of our operations allows us to benefit 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 developed and developing markets through greenfield entries
alliances mergers and acquisitions
for more information see page 14
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 international and local
premium brands and channelling the right brands to the right outlets at the right time and price
for more information see page 16
constantly raising the profitability 
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 benefit 
of our stakeholders
for more information see page 18
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 standardising our backoffice functions around the world and regionally
integrating our frontoffice systems we are also benefiting from ongoing collaboration and the
sharing of skills between our businesses
for more information see page 20
overview 4 the group at a glance sabmiller plc annual report 2010
the group at a glance continued
north america
overview
■
millercoors is a joint venture with
molson coors brewing company
formed in 2008 by bringing
together the us and puerto rico
operations of both companies
■
it is the secondlargest brewer 
in the usa with nearly 30 of 
the beer market
■
millercoors is headquartered in
chicago usa
■
our wholly owned miller brewing
international business is based in
milwaukee usa and exports our
brands to canada and mexico
key local brands
blue moon coors banquet
coors light foster’s henry
weinhard’s icehouse keystone
light killian’s leinenkugel’s
mgd 64 mickey’s miller chill
miller genuine draft miller high
life miller lite milwaukee’s best
molson canadian olde english
sparks and steel reserve
further facts
millercoors operates eight major
breweries and as at 31 march
2010 had 8500 employees
latin america
overview
■
our primary brewing and
beverage operations cover six
countries across south and
central america these are
colombia ecuador el salvador
honduras panama and peru
■
in each of these countries we 
are the number one brewer by
market share
■
we bottle soft drinks for 
the cocacola company in 
el salvador and honduras 
and for pepsico international 
in panama
■
our regional office is located 
in bogotá colombia
key local brands
aguila atlas balboa barena
club club colombia costeña
cristal cusqueña golden light
imperial pilsen pilsener pilsen
callao pilsen trujillo poker pony
malta port royal and salva vida
further facts
total number of breweries
2
17
total number of 
bottling plants
2
16
total average number 
of employees
3
24979
europe
overview
■
our primary brewing operations
cover 10 countries these are 
the czech republic hungary
italy poland romania russia
slovakia spain canary islands
the netherlands and ukraine
■
in the majority of these countries
we are the number one or two
brewer by market share
■
we also export significant
volumes to a further eight
european markets of which the
largest are the uk and germany
■
our regional office is located in
zug switzerland
key local brands
arany ászok dorada dreher
gambrinus grolsch kozel lech
peroni peroni nastro azzurro
pilsner urquell radegast birell
šariš timisoreana topvar
tropical tyskie ursus zolotaya
bochka and zubr
further facts
total number of breweries
2
22
total average number 
of employees
3
15201
sabmiller is a global operation covering 
75 countries on six continents and
employing over 70000 people
our portfolio of businesses is divided 
into six regions and is well balanced
between developed and emerging
markets between them our businesses
produce over 200 different brands and 
sell 213 million hectolitres of lager a year
for further information see our
operations review page 29
for further information see our
operations review page 26
for further information see our
operations review page 27
■ latin america 
■ europe
■ north america 
■ africa
■ asia 
■ south africa 
31
19
14
12
2
22
contribution to group ebita
1
 2010
 sabmiller plc annual report 2010 the group at a glance 5
business review governance financial statements shareholder information
africa
overview
■
in africa our brewing and
beverage operations cover 
15 countries with a further 
18 covered through a strategic
alliance with the castel group
we also have associated
undertakings in kenya 
and 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 13 of which are
through our alliance with castel
■
our regional office is located in
johannesburg south africa
key local brands
2m ambo castle lager 
castle milk stout chibuku club
eagle kilimanjaro laurentina
lion lager maluti mosi ndovu
n’gola nile special rwenzori
safari sebebe source stone 
st louis voltic and white bull
further facts
total number of breweries
2
30
total number of 
bottling plants
2
21
total average number 
of employees
3
12182
south africa
overview
■
the south african breweries
limited is our original brewing
company and south africa’s
leading producer and distributor
of alcoholic and nonalcoholic
beverages
■
we also export our brands for
distribution across namibia
■
our soft drinks division is south
africa’s leading producer of
products for the cocacola
company
■
we also have hotel and gaming
interests through tsogo sun the
largest hotel and gaming group 
in south africa
■
our regional office is located 
in johannesburg south africa
key local brands
appletiser brutal fruit carling
black label castle lager castle
lite castle milk stout hansa
marzen gold hansa pilsener
redd’s sarita and skelter’s straight
further facts
total number of breweries
2
7
total number of 
bottling plants
2
6
total average number 
of employees
3
12885
asia
overview
■
cr snow our partnership with
china resources enterprise
limited is the largest brewer 
in china
■
we are the secondlargest
brewer in india
■
we have an operation in vietnam
a joint venture in australia and
export significant volumes to
south korea and taiwan
■
our regional office is located 
in hong kong
key local brands
bluetongue foster’s haywards
indus pride knock out royal
challenge snow and zorok
further facts
total number of breweries
2
12
total average number 
of employees
3
4494
1 excluding corporate
costs
2 the number 
of breweries 
and bottling 
plants relates to
subsidiaries only
except millercoors
3 see note 6 to
the consolidated
financial statements
on page 91 the
average number of
employees relates 
to subsidiaries only
except millercoors
brewing is essentially a local business beer brands
are typically rooted in local communities and have
their own rich histories and heritage
at sabmiller we respect and nurture these qualities
while investing to improve the quality choice and
availability of local brand portfolios at the same
time our international premium brands – pilsner
urquell peroni nastro azzurro miller genuine
draft and grolsch – offer a premium drinking
experience to consumers around the world
our international premium
brands – pilsner urquell
peroni nastro azzurro miller
genuine draft and grolsch
overview
for further information see our
operations review page 30
for further information see our
operations review page 32
for further information see our
operations review page 31 6 chairman’s statement sabmiller plc annual report 2010
in difficult conditions we have drawn on our many advantages – not
least our leading market positions the strength of our local brands
and the quality of our management – to produce very good results
chairman’s statement
dear shareholder
i am pleased to report a very good set of results achieved
in difficult conditions as the global economy struggled
and consumer demand remained weak particularly in 
our more developed markets
as i said last year beer is a fairly resilient product and our
broad geographic footprint proved to be an advantage in
that different countries were affected by the global economic
crisis at different rates and to differing degrees this year
in addition we have benefited from management’s ability
to reduce costs and selectively increase prices in order 
to maximise revenues – capitalising here on our strong
market positions and leading local brands
results and dividend
total beverage volumes of 261 million hectolitres were 
in line with the prior year on an organic basis and lager
volumes were level at 213 million hectolitres we made
share gains in many of our markets group revenue 
grew by 4 driven by price increases in the prior and
current years
earnings before interest tax and amortisation ebita
grew 6 on both an organic constant currency and a
reported basis ebita margin on an organic constant
currency basis increased by 30 basis points bps to 167
cost efficiencies were offset by increases in depreciation
higher pay costs and in some markets increased
investment in brand and customer management
exceptional charges primarily relating to our business
capability programme resulted in a fall of 1 in profit
before tax to us2929 million
adjusted earnings were 22 ahead of the prior year 
the increase reflects higher ebita lower finance costs 
a lower effective tax rate and a fall in the minority share of
profit mainly due to the purchase of the 281 minority
interest in our polish subsidiary kompania piwowarska in
may 2009 in exchange for the issue of 60 million ordinary
shares adjusted earnings per share of 1611 us cents
were up 17 in the year
the group generated free cash flow of us2010 million
an improvement of us1913 million compared with
the prior year this includes significant improvements in
the management of working capital with a considerable
contribution from the business capability initiatives
mentioned below
capital expenditure for the period including the purchase 
of intangible assets was us1528 million – down
us619 million on the prior year after the completion 
of several major projects normalised ebitda margin
including both dividends and revenue from millercoors
decreased by 40 bps to 202
net debt decreased by us311 million to us8398 million
reflecting the strong cash flow partly offset by adverse
currency translation the group’s balance sheet was
further strengthened with the gearing ratio falling
significantly to 41
the board has recommended a final dividend of 51 us
cents per share to be paid to shareholders on 13 august
2010 this brings the total dividend for the year to 68 us
cents an increase of 10 cents 17 over the prior year
our assets
the strength of our balance sheet gives us a major
advantage in relation to our competitors that said it
does not reflect all the assets of the business one might
also mention the strength of our local brands the quality
of our management our skills at managing business
partnerships and a key asset that is often undervalued –
our reputation
it’s the group’s reputation – the sum of all our strengths –
that ensures the trust of our stakeholders and gives us
our licence to trade for this reason it’s fundamental to
our group vision ‘to be the most admired company in 
the global beer industry’ we saw solid progress in this
respect when fortune magazine published its 2010 list 
of the world’s most admired companies in march this
year from seventh position in 2009 the fortune survey
now ranks us third in the worldwide beverage sector
while we’re obviously pleased with this result we remain
determined to maintain this high ranking
meyer kahn
chairman sabmiller plc annual report 2010 chairman’s statement 7
investment
the economic pressures of the past year have not
deflected us from our strategy rather they have underlined
its value as we seek to gain maximum returns from our
global business portfolio
although our capital investment was lower this year 
than last we’ve continued selectively to add new brewing
capacity as emerging economies resume their growth
lifting demand for our products and as more consumers
move from informal home brews to commercial brands 
it has therefore been a busy year for brewery acquisitions
and new construction in china for example cr snow
has bought three more breweries and built a further 
four in africa in the past year we invested in four new
breweries and one soft drinks plant while two existing
breweries were expanded and upgraded where we see
opportunities on the african continent we continue to
enter new markets and to acquire businesses producing
nonalcoholic beverages where these fit well with our
existing business
as we invest to meet future demand it’s pleasing 
to see past investments producing good returns our
chinese joint venture cr snow has started to reap the
cost synergies of earlier acquisitions in china and is now
gaining economies of scale in procurement operations
and routes to market almost five years on from our
merger with bavaria the businesses in colombia 
peru ecuador and panama have generated an attractive
return on the group’s initial investment of us78 billion
announced in 2005 ebita from our latin american
business has grown at a compound annual rate of 
16 over this period with margins rising by 320 bps
since the millercoors joint venture began operations 
in north america on 1 july 2008 it has delivered total
synergies of us326 million with a further us83 million
in cost savings in areas such as production procurement
marketing and administration millercoors remains on
track to achieve us750 million in total synergies and
other cost savings by the end of the 2012 calendar year
the group has embarked on a major business capability
programme to simplify processes and reduce costs so
giving local management more time to focus on market
facing initiatives backoffice activities including finance
human resources and procurement will be streamlined
through global information processes and applications
while frontoffice processes such as sales distribution
and supply chain management will benefit from common
regional platforms the programme is on track to be
completed by 2014 by which time we expect ongoing
cost benefits of us300 million a year in the current
financial year we have recognised us342 million of
exceptional costs relating to the programme
operational highlights
lager volumes in latin america increased by 3 
as economic conditions showed signs of easing and 
we gained or held share in the majority of our markets
ebita grew very strongly at 18 on a reported basis and
17 on an organic constant currency basis as a result of
pricing benefits positive sales mix and cost productivity
improvements
in europe lager volumes declined by 5 on an organic
basis as beer markets contracted in difficult economic
conditions and governments in a number of key markets
imposed heavy increases in excise nonetheless through
cost efficiencies and robust pricing ebita grew by 4 
on an organic constant currency basis reported ebita
declined by 8 as central european currencies weakened
reported within the north america segment millercoors
delivered pro forma
1
ebita growth of 13 despite a
sluggish us beer market impacted by continued adverse
economic conditions millercoors’ domestic sales to
wholesalers and retailers on a pro forma basis were 
both down 2 but revenue per hectolitre grew by 3
most of our markets in africa continued to grow albeit
more slowly than in recent years lager volumes grew
6 helped by strong performances in mozambique
zambia and uganda and soft drinks volumes by 4 
on an organic basis while ebita grew by 4 on an
organic constant currency basis reported ebita was
held back by currency weaknesses and increased by 1
in asia lager volumes increased organically by 7
across the region and by 10 in china india saw a 
14 fall in volumes due to regulatory issues and higher
taxes ebita on an organic constant currency basis was
level while reported ebita which includes initial losses 
in recent chinese acquisitions fell 12
in south africa where the market grew marginally 
lager volumes were 1 below the prior year soft drinks
volumes also declined by 1 as a result of the weak
economic environment and unfavourable weather in the
peak summer trading period constant currency ebita
grew 2 although margin declined slightly as pricing
benefits and fixed cost productivity were eroded by rising
input costs and higher expenditure on marketing thanks
to the strength of the rand against the us dollar reported
ebita grew by 16
overview governance financial statements shareholder information business review
1 millercoors’ pro forma
is defined on page 29
note 3
share price 1 april 2005 to 31 march 2010 £ sterling
20
10
15
sabmiller
international 
brewers index
ftse 100
source thomson datastream
2005 2006 2007 2008 2009 2010 8 chairman’s statement sabmiller plc annual report 2010
chairman’s statement continued
rewarding our stakeholders
our strong performance along with some recovery in
global stock markets has supported another rise in our
share price over the 12 months to 31 march 2010 our
market capitalisation has grown from us22415 million
to us46381 million a rise of 107 compared with a
44 rise for the ftse 100
our growth around the world rewards not only the
shareholders of sabmiller plc but also those of our
subsidiaries which are listed on local stock exchanges
shares in our zambian breweries plc subsidiary for example
have produced a compound annual growth rate of 21
in constant currency since they were listed on the national
stock exchange in september 1998 and have grown
40 in the last 12 months subsidiaries in countries such
as tanzania have also grown substantially to the benefit
of local investors
in another move to reward smaller stakeholders 
we announced in december 2009 that 845 of the
shares in our south african subsidiary the south african
breweries ltd sab would be placed under black
ownership as part of our commitment to broadbased
black economic empowerment in south africa the 
socalled zenzele transaction will create some 40000
new shareholders among sab employees and qualifying
retailers – two groups that play a central role in the country’s
longterm success the deal has also created a charitable
foundation which will hold 18 of the shares to be issued
under the transaction and will use the dividend income 
for the benefit of the wider south african community
we have always argued that the best contribution we 
can make to the societies in which we operate is to run
successful businesses last year an independent study
into sabmiller’s operations in uganda and honduras
revealed that for every person we employ directly in uganda
a further 100 farmers and other workers depend on us 
for at least part of their livelihood in the more developed
honduran economy the figure is 33 where appropriate
we also contribute by sourcing raw materials from small
scale local suppliers and working with them to develop
the quality and type of materials we need some 28500
smallholders are currently involved in programmes of this
kind in africa india and latin america in these and other
ways we seek to encourage enterprise development in
our value chains and to stimulate the local economy
as a responsible beer company we have always been
passionate about discouraging irresponsible drinking 
to embed this ethos even more firmly into the business
and to make it a bigger part of everything we do we’re
currently training all our employees to promote responsible
consumption in the workplace at home and in the
community so far more than 75 of our employees
have undergone this training
corporate governance
we believe that effective corporate governance depends
on the quality of the board and on members’ understanding
of their role and responsibilities we are fortunate at
sabmiller in having board directors of the highest calibre
four of whom have served for all or most of the period
since the company’s london listing in 1999
one principle of the combined code governing uklisted
companies is that the board should include an appropriate
balance of independent nonexecutive directors the code
identifies directors’ length of tenure as one factor a board
should consider when deciding whether directors should
be deemed independent we strongly believe the code’s
nineyear cutoff point is arbitrary and does not place
sufficient weight on experience gained by a director while
on the board it is our firm view that a rigid application of
this criterion as advocated by some commentators would
not be in the interests of sabmiller or its shareholders
one board member who will be stepping down at this 
year’s annual general meeting is lord fellowes our senior
independent director and chairman of our corporate
accountability and risk assurance committee carac
robert fellowes has been a diligent and committed
director for the past 11 years we will miss his enormous
contribution and we wish him well in his retirement his
role as senior independent director will be taken by john
manser while dr dambisa moyo will take his place as
chair of carac
during the year we were pleased to welcome howard
willard to the board as a nonexecutive director under 
the terms of our agreement with our largest shareholder
altria group inc
on 1 may 2010 we welcomed mark armour as an
independent nonexecutive director and a member 
of the audit and remuneration committees previously 
a partner at price waterhouse mark has been chief
financial officer of reed elsevier group plc since 1996
and brings a wealth of experience in financial and accounting
matters his appointment is another step in the continuing
renewal of the sabmiller board
with members representing five continents the sabmiller
board has been recognised as one of the most internationally
diverse in the ftse 100 its quality is matched by that of
our executive team exemplified when our chief executive
graham mackay was named business leader of the
year by an independent group of ceos at the cnbc
european business leaders awards 2010 the award
cites his ‘outstanding leadership and performance’ and
we congratulate him on this welldeserved recognition
i would also like to pay tribute to our executives managers
and staff whose skills and commitment have brought us
through a difficult year and helped to secure such impressive
results we are also grateful to our business partners and
to you our shareholders for your continuing support
outlook
although the economic environment began to improve 
for some of our emerging market businesses in the latter
part of the financial year under review a broader recovery
in consumer spending is not expected before the second
half of the current financial year price increases will be
taken selectively predominantly in the second half and
we expect raw material input costs for the year to be 
level with or marginally down on the prior year we will
continue to implement our cost productivity initiatives
while increasing investment in our brands
the group’s brand equities and its financial position
remain strong and we are well positioned to take
advantage of any improvement in trading conditions
meyer kahn
chairman sabmiller plc annual report 2010 global beer market trends 9
global beer market trends
the global beer market
1
at the turn of the century the top 10 brewers
accounted for just over onethird of global beer
sales volumes the past decade has seen a
rapid consolidation resulting in the top four
brewers – anheuserbusch inbev sabmiller
heineken and carlsberg – accounting for
almost 50 of beer sales volumes and up to
75 of the global profit pool
2
 consolidation
has continued in the past 12 months with
further transactions in mexico and china as
the pace of consolidation slows in the future
organic volume growth is expected to come
from developing markets along with value
creation opportunities in developed markets
alcohol trends
category trends show a dichotomy between
developing and developed beer markets with
incomes rising in emerging markets consumers
have shifted from informal often commoditised
unregulated forms of alcohol to aspirational
attractively branded and safer beer products
the period from 1999 to 2008 saw commercially
produced beer increasing its share of total
alcohol consumption in emerging markets by
over 800 bps from 328 in 1999 to 412 
in 2008 on a pure alcohol basis the same
period saw a moderate decline in developed
markets to 352 in 2008
the economic crisis caused an overall downturn
in 2009 – one that was further exacerbated 
by government fiscal pressures leading to
increases in beer excise and other taxation in
order to raise funds the consequent consumer
price increases have constrained beer volume
growth while favouring unregulated forms 
of alcohol
as the global economy improves rising
incomes continue to be a significant factor 
in developing beer markets as the category
grows at the expense of illicit highalcohol
spirits in africa latin america and asia in
particular the rise in consumption is closely
correlated to population and income growth
3

beer growth trends
over the past five years the beer category
has maintained a compound average growth
rate cagr of 35 globally however this
reflects two very different pictures in emerging
and developed markets with emerging
markets growing at an average rate of 68
while developed markets declined by 34
the largest contributors to this growth have
been china now the world’s largest beer
market africa and eastern europe
given the economic pressures total global
beer consumption grew by less than 1 in
2009 that said strong growth trends continued
in some key emerging markets china recorded
an increase of over 7 despite being hampered
by heavy snow and wet weather that affected
consumer demand africa experienced robust
growth of 4 driven by angola dr congo
mozambique and nigeria
in eastern europe certain beer markets
contracted in 2009 as rising unemployment
and declining onpremise consumption halted
growth regulatory challenges created further
headwinds in markets such as russia and the
beer market there declined 6 as a result
macroeconomic indicators improved in some
markets in the last three months of 2009
however the drivers of beer consumption
such as falling unemployment and rising
consumption expenditure are expected to lag
behind the recoveries in gdp  north america
hit hard in 2009 by high unemployment
particularly among men of beerdrinking 
age is expected to see only slight growth
globally the beer market is expected to 
grow by 15 in 2010 led by a continuing
strong performance in asia africa and latin
america china is expected to grow by 65
africa by 31 and latin america by almost
3 western europe is expected to continue
the trend of declining beer volumes driven
by a shift in consumption to other beverages
and the decline of onpremise consumption
looking further ahead to 2014 the top 
15 growth markets are forecast to deliver
compounded annual growth of 3 china 
is expected to account for more than 45 
of this growth with the usa vietnam brazil
ukraine russia mexico and peru making 
up most of the balance
beer segment trends
across consumer goods sectors in general
the trend towards premiumisation accelerated
in the past decade but slowed in the last 18
months as economic conditions worsened
and consumers reverted to mainstream and
economy segments as economies improve
the trend towards premium will resume as
consumers become more willing to pay for
authentic more imageoriented brands that
reflect their socioeconomic and lifestyle
aspirations
the premiumisation trend has not altered 
the fact that beer remains very much a local
beverage in terms of both production and
consumer brand preferences international
brands account for just over 6 of the world’s
beer consumption and this proportion has
changed little over the last 10 years rather
what has happened is that urbanisation and
a growing middle class in emerging markets
have led to the growth of local premium
brands these offer premium packaging
positioning and variety but are sold at a 
price accessible to many more consumers
than international imported products the
resulting scale and higher profit margins
make this a very attractive industry segment
overview governance financial statements shareholder information business review
alcohol category growth

100
80
60
40
20
02 06 08 04 10 12
beer share of alcohol trends 
in major emerging markets
source canadean
spirits
wine
beer
beer growth trends

five year compound annual growth rate 
cagr by region – 20052009
source canadean
10
8
6
4
2
0
world
australasia
asia
africa
latin america
eastern europe
western europe
north america
■ mainstream
■ premium
■ economy
beer segment trends

145
69
165
segment mix within global beer category 2009
source canadean
1 all data sourced from canadean unless
otherwise noted
2 bofamerrillynch report investing in 
global brewers 19 april 2010
3 canadean internal analysis graham mackay
chief executive
10 chief executive’s review sabmiller plc annual report 2010
contributing to our success this year have been our inbuilt
resilience our strong operational management and a strategy 
that serves the business equally well in good times and in bad
chief executive’s review
i ended last year’s report by pointing to a testing period ahead so it has proved nonetheless
our inbuilt resilience and strong operational management have produced another successful year
our volume performance was solid and compared well with that of our competitors with share
gains in some of our key markets on an organic basis lager volumes for the year were level
with the prior year while soft drinks volumes grew 2 on the same basis
firm pricing an improving sales mix and a tight grip on costs delivered organic constant
currency ebita growth of 6 the strength of our leading local brands stood us in good 
stead supporting a 4 rise in group revenue on an organic constant currency basis with 
all regions increasing their revenue per hectolitre we managed costs even more tightly
protecting profitability and in some cases funding increased marketing investment ebita
margin was up 30 basis points to 167 on the same basis
review of operations
the most pleasing performer this year was latin america where despite difficult economic
and trading conditions our efforts to upgrade the beer category build our brands and brand
portfolios and win in the marketplace delivered 3 growth in lager volumes growth resumed
in colombia towards the end of the year and ebita margin rose 270 basis points in peru 
we improved our mix and pushed back the competition to regain market share ecuador grew
robustly underpinned by the further development of sales and distribution organic constant
currency ebita for the region grew 17
against a backdrop of severe economic conditions across the region lager volumes in europe fell
5 nevertheless we gained or held market share in poland romania the czech republic
and russia we were particularly pleased to increase our share of the premium market across
our european business – testimony to many years’ work in building brand equities robust
pricing largely implemented in the prior year along with cost efficiencies and the benefits of
business restructuring contributed to constant currency ebita growth of 4 and an organic
constant currency margin expansion of 60 basis points sabmiller plc annual report 2010 chief executive’s review 11
north america delivered ebita growth of 7 compared
with a prior year which included one quarter’s results from
the miller brewing company despite difficult economic
conditions millercoors produced pro forma
1
ebita
growth of 13 this was driven by favourable pricing
incremental synergy benefits of us248 million and
further savings in marketing and fixed costs partly offset
by pressures on commodity costs and lower volumes
over which to spread fixed costs on a pro forma basis
domestic sales to wholesalers and retailers were both
down 2
6
ebita growth organic constant currency
beer markets in africa were broadly resilient and lager
volumes rose by 6 our strategy of widening our 
brand portfolios produced strong growth in the premium
category and further share gains in the affordable segment
investments in new breweries and extra capacity began
to deliver further growth the opening of a new brewery in
mozambique for example contributed to sales growth of
11 while uganda expanded its capacity and saw volumes
rise by 24 we benefited from an excise tax reduction 
in zambia but saw sales in botswana negatively affected
by the social levy on alcohol introduced in november
2008 while organic constant currency ebita grew 
by 4 margins declined to 208 as a result of higher
raw material costs caused by the depreciation of some
local currencies and higher fixed costs linked to recently
commissioned brewery facilities and supply chain difficulties
in angola
in asia good growth in lager volumes in china australia
and vietnam offset by declines in india resulted in a 7
organic increase in lager volumes china led the way with
growth of 10 and further share gains in a growing market
for its snow brand cr snow’s share of the market is
estimated to exceed 20 volumes in india fell 14 with
some loss of market share due to regulatory issues and
higher taxes in some states conditions improved however
towards the end of the year vietnam and australia both
performed well
despite increasing competition sab’s lager volumes 
in south africa were only 1 below the prior year 
soft drinks volumes were hit by the difficult economic
environment and poor weather with sales falling 1 
the business stepped up its investment in sales and
marketing and was rewarded with higher volumes and 
a better competitive performance this investment was
partly funded by a reduction in costs in nonmarketfacing
activities which delivered savings of almost us80 million
margins declined modestly due to the lower volumes
higher input costs and the increase in investment
organic constant currency ebita was up 2
our strategy
our performance this year is largely the result of sticking
to a strategy honed over many years and designed to
advance the business both in good times and in bad 
we measure our progress against our strategic priorities
using a range of key performance indicators these are
listed in the table on pages 22 to 23 along with our
progress against each one
as markets evolve and the consumer and competitive
landscape changes we review our various strategic
priorities and adjust the relative emphases between 
them – as indicated below
under our first priority creating a balanced and attractive
global spread of businesses we believe we’ve emerged
strongly from the recent industry consolidation from 19
in 2000 the world’s top four brewers now account for
just under 50 of the market having actively participated
in the process – and sometimes led it – we’re now
present in 75 countries on six continents and as well as
being widely spread we’re well rooted 94 of our lager
volume comes from countries in which we have either
number one or number two market share positions
a further strength of our geographic portfolio is its
weighting towards developing countries over the last
three years some 80 of group ebita was attributable 
to developing or emerging markets with populations in
emerging markets set to expand rapidly in the period to
2015 lager volumes are projected to show a compound
annual growth rate of over 2 in more than half the countries
in our portfolio and to exceed 5 in over a quarter of our
countries these trends provide favourable momentum
that good management can build on and accelerate
20
market share in china
given that consolidation within the global industry is 
well advanced our emphasis this year has been less on
adding new countries and more on realising the potential
of the portfolio we have where demand is growing we
continue to add brewing capacity as the chairman has
stated the past year has seen a spate of acquisitions 
and new construction in china and africa our chinese
associate cr snow has bought three more breweries
and built a further four – the greenfield projects reinforcing
an already strong presence in jilin inner mongolia and
zhejiang and taking the business into the important
shanghai province in africa in the past year we’ve
invested in new breweries in tanzania mozambique
angola and southern sudan and carried out expansions
and upgrades in uganda and zambia
overview governance financial statements shareholder information
we’re present in 75 countries on six continents we’re also well rooted
94 of our lager volume comes from countries in which we’re either
number one or number two in terms of our market share
business review
1 millercoors’ pro forma
is defined on page 29
note 3 12 chief executive’s review sabmiller plc annual report 2010
as industry consolidation slows competitive advantage depends
increasingly on realising the potential of our business portfolio 
hence our emphasis on organic growth through understanding 
the consumer and constantly enhancing our brand portfolios
chief executive’s review continued
on the african continent we’re also looking at products
other than beer where it makes sense to do so as one 
of the world’s largest bottlers of cocacola we have 
long experience of managing both beer and soft drinks 
in markets where the cost and operational benefits make 
it advantageous this year we’ve pushed the strategy
further by acquiring a zambian maheu business a non
alcoholic traditional beverage and two water companies
covering uganda and ethiopia we’ve also added soft
drinks capacity in ghana angola and southern sudan
in developing our business portfolio we benefit from
valuable partnerships with china resources enterprise
castel in africa and molson coors in north america this
year we’ve further strengthened our relationship with our
partners in china with managers from cr snow making 
a number of visits to other parts of the sabmiller group 
to share learning and best practice
as the pace of consolidation in the global brewing industry
slows competitive advantage depends increasingly on
generating organic growth for sabmiller this means a
sharper focus on the commercial imperatives of understanding
the consumer enhancing our brand portfolios and getting
our products into the market efficiently and effectively
against this background our strategic priority of
developing strong relevant brand portfolios that 
win in the local market comes more to the fore the
conviction that we stand or fall by the success of our
brands finds expression in our group mission ‘to own 
and nurture local and international brands that are the
first choice of the consumer’
our performance owes much to sabmiller’s powerful
portfolio of over 200 local brands whose consumer appeal
and brand equity have made it possible in many markets
to gain share and assume price leadership at the same
time this year group revenues rose 4 on an organic
constant currency basis with all regions increasing their
revenue per hectolitre
4
group revenue growth 
organic constant currency
in developing our brand portfolios we’re able to draw 
on our deep understanding of local consumers our ability 
to match specific needs and occasions with differentiated
brands and the excitement that comes from constantly
upgrading and enhancing the portfolio
the latin american businesses have achieved particular
success by revitalising existing brands and introducing
new ones making bottles and labels more attractive 
and overhauling the route to market so as to enhance 
our ability to deliver the right brands to the right outlets 
at the right time recent innovations include aguila light
suitable for drinking at home with meals flavoured beer
alternatives redd’s in colombia for example and the
development of nonalcoholic soft drinks all helping 
to address new and different drinking occasions
around the group we’re also benefiting from brand
portfolios that offer affordable options to priceconscious
consumers our colombian business for example has
made it cheaper to buy a beer by offering its aguila brand
in smaller bottles our operations in africa continue to
develop new lowcost products based on indigenous crops
such as sorghum and cassava that can then be marketed
as affordable alternatives to traditional home brews
270 bps
ebita margin increase in colombia
nor are we forgetting consumers who aspire to a 
luxury brand on special occasions but find international
premium beers too expensive to meet this need we’ve
championed the concept of the local premium brand to
offer the cachet of a premium beer at a more affordable
price selling at attractive margins these have proved
very successful in latin america africa europe and even
the usa in the form of craft beers such as blue moon
development of our four international premium brands 
is continuing but this is a longerterm process requiring
the seeding of the brands into the marketplace over
several years
developing successful brand portfolios requires the right
interplay of global and local skills through the marketing
way a groupwide initiative to codify and disseminate best
practice we’re building our marketing and sales expertise
around the world now through our 5 to drive initiative we
have an improved global system for monitoring progress
and highlighting the potential for further organic growth 
in our existing operations in implementing these global
initiatives however we remain aware that beer is
essentially a local product embedded in communities
and cultures it’s one of our competitive strengths that we
understand the local dimension and that group businesses
are able to address local needs within the global framework sabmiller plc annual report 2010 chief executive’s review 13
beer is essentially a local product embedded in communities 
and cultures it’s one of our strengths that we understand the local
dimension and that group businesses can address local needs in 
a sustainable way within the global framework
to free up local management for the task of winning in
their own markets we’re running a number of projects 
to simplify and streamline the organisation reduce
complexity and capitalise on the spread and expertise of
the worldwide group – which brings us to another of our
strategic priorities namely leveraging our skills and
global scale
following a period of rapid growth in which many new
operations have joined the group we believe the time 
is right for a stepchange in our global processes and
systems a major business capability programme now
under way will standardise information and processes
based on a single integrated it system across finance
procurement and human resources sales distribution
and supply chain management processes will also be
streamlined and moved onto common regional systems
platforms a new global procurement organisation based
in switzerland will capitalise on sabmiller’s worldwide
purchasing power by centralising the group’s procurement
where it’s in our interests to do so
these various initiatives are based on proven technologies
and systems and will take four years to complete as well
as creating a more connected global organisation they’re
expected to produce ongoing cost benefits of us300
million a year by 2014 this year we have realised total
financial benefits of us350 million us333 million 
of which were from improved working capital while
recognising exceptional costs of us342 million relating
to the programme
us2010m
free cash flow
our businesses around the world continue to demonstrate
tight operational management and cost control in line
with our next strategic priority of constantly raising 
the profitability of local businesses sustainably the
acquisitions of the last few years in china are starting 
to generate the expected synergies and economies 
of scale in the usa millercoors is making excellent
progress in its threeyear costmanagement programme
in south africa sab is extracting further efficiencies 
from its production supply chain and administration and
reinvesting the savings in growth generating activities
such as marketing distribution and developing its brand
portfolio in response to severe economic conditions in
europe we’ve restructured some of our businesses and
announced the closure of a number of breweries and
distribution centres
this year we tightened our management of cash and 
reexamined all our capital expenditure applying stringent
criteria based on the risks and opportunities in each country
as a result capital expenditure including the purchase of
intangible assets at us1528 million was us619 million
lower than in the prior year and the group generated free
cash flow of us2010 million
in difficult times it’s easy to take actions that protect
shortterm profitability at the expense of longterm
sustainability we do not believe that this is the best way
to generate value for our stakeholders for this reason
we’ve reworded this particular strategic priority to include
the word ‘sustainably’
in line with this imperative we continue to work on the 
10 sustainable development priorities detailed on pages
42 to 43 our breweries are making good progress
towards our targets to reduce water use and fossil fuel
emissions per hectolitre of beer produced water used
per hectolitre of beer produced fell 02hl to 43hl and
fossil fuel emissions per hectolitre were 06 kg co
2
e
down at 133 kg co
2
e as repeated studies have shown
we continue to make a valuable social and economic
contribution to the communities in which we operate
we’ve also been addressing public concerns about 
the harmful consumption of alcohol both in the way 
we conduct our own business and in projects jointly
undertaken with other stakeholders further details 
of what we are doing in this area are contained in the
sustainable development report on pages 40 to 41
addressing risks
like any organisation we face a variety of risks recognising
that risk is a fact of business presenting opportunity as
well as threat we aim to manage it in a way that generates
the best return for our shareholders the welldeveloped
risk management process described on pages 57 and 58
helps us to identify and monitor the principal risks to the
business and deal with them appropriately the principal
risks we face are set out on pages 24 and 25
looking ahead
we expect the coming year to be another testing one
with consumers in developed markets in particular still
feeling the effects of the global recession against this
background the actions we’ve taken to position our
business around the world to invest in our brands and 
to develop our operational capabilities will continue to
underpin our mediumterm growth
graham mackay
chief executive
overview governance financial statements shareholder information business review 14 strategic priorities sabmiller plc annual report 2010
strategic priorities
creating a balanced
and attractive global
spread of businesses
the wide geographic spread of our
operations allows us to benefit 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 developed
and developing markets through greenfield
entries alliances mergers and acquisitions
capitalising on africa’s growth
africa continues to offer attractive opportunities within the
group’s global portfolio of businesses in the last decade 
the economies of subsaharan africa have grown faster 
than the newly industrialised asian economies albeit from 
a low base and have proved resilient to the global recession
with moderating inflation growing trade surpluses falling
external debt and expanding populations africa’s economic
prospects are encouraging per capita consumption of beer
is low but rising there’s also good potential for substituting
commercial brands for unregulated and unsafe home brews
and for introducing new products at the premium end of the
portfolio – strategies that sabmiller is vigorously pursuing 
after 10 years of steadily rising demand across africa one of
sabmiller’s top priorities has been to increase capacity to keep
pace the past two years have seen substantial investment with
new breweries at mbeya in tanzania nampula in mozambique
luanda in angola and juba in southern sudan as well as
upgrades and expansions at jinja in uganda and lusaka in
zambia the group has also purchased the pabod brewery in
port harcourt to gain its first foothold in nigeria the second
largest beer market on the continent
other acquisitions have further diversified the portfolio into non
beer categories – part of a strategy of using the existing operational
infrastructure to sell water soft drinks and malt drinks alongside
beer in the past two years sabmiller has acquired a zambian
maheu business a nonalcoholic traditional beverage and three
water businesses – voltic in ghana and nigeria rwenzori in uganda
and ambo in ethiopia africa’s water market is growing at 175 a
year and water has grown to 4 of sales volume within sabmiller’s
african portfolio in just two years 
in ghana new facilities for club soft drinks produced a leap 
in sales after a period in which growth was constrained by lack 
of availability also in ghana voltic’s sales have done well after
improvements in availability and distribution to meet growing
demand in angola and southern sudan the business opened 
a new soft drinks plant in luanda and began producing soft
drinks and water in juba all adding further value to sabmiller’s
african portfolio sabmiller plc annual report 2010 strategic priorities 15
latin american business builds 
a solid foundation for growth
when sabmiller merged with bavaria’s businesses in colombia peru ecuador and panama
in 2005 it set out to achieve annual savings of us120 million from operating improvements
and cost synergies by march 2010 by transferring skills and knowledge from around the
sabmiller group to these businesses it has more than met this savings target
one of its first priorities was to transform the image of beer presenting it as a highquality
aspirational product to increase its share of the total alcohol market the task included segmenting
the market and creating a full portfolio of rejuvenated and differentiated brands and packs to
match specific consumer needs and beerdrinking occasions all backed by extensive marketing
investment unattractive bottles were replaced with more modern shapes and graphics a thorough
overhaul of the route to market made it possible to deliver the right products to each outlet
with far greater efficiency and better customer service
the result for sabmiller is a successful portfolio of businesses that have generated an attractive
return on the group’s initial investment of us78 billion announced in 2005 ebita from the
latin american businesses has grown at a compound annual growth rate of 16 over this
period with margins rising by 320 bps the lessons learned from this valuable addition to the
global portfolio are now being shared with other group businesses 
the latin american business sees further opportunities for organic growth as economies grow
consumers switch to commercially produced beer from other forms of alcohol particularly
informal spirits and consumption per capita rises to the level of other countries in the region
savings from millercoors integration 
ahead of target
the millercoors joint venture began operations on 1 july 2008 and was an important step in
maximising the value from sabmiller’s north american assets it aimed to create a business
with the scale and efficiency to compete more effectively in the us market and promised to
achieve us500 million in annual cost savings by its third year of operation
now approaching the end of its second year millercoors is ahead of schedule in its costmanagement
programme the savings have come from actions such as optimising production across the brewery
network in order to reduce distribution costs integrating business processes and systems combining the
buying power of the two organisations and consolidating functions such as media buying and advertising 
in the past year savings from synergies alone have amounted to us248 million total synergy savings
since millercoors began operations now stand at us326 million a further us50 million has come
from cost initiatives started by the parent companies and us33 million from additional cost savings 
going well beyond its original target the business is now on track to generate us750 million in total
synergies and other cost savings by the end of the calendar year 2012 – a major boost to millercoors’
ambition of becoming the best beer company in america
overview business review governance financial statements shareholder information
cr snow strengthens its leading position in china
the group’s chinese associate cr snow grew at double the market rate during the calendar
year 2009 strengthening its leadership and gaining share in key regions of the country in a
market relatively unaffected by the recession it increased its earnings and return on investment
and continues to invest to benefit from china’s economic growth 
responding to consumer demand cr snow bought three more breweries and built a further four as
part of a 20 million hectolitre increase in capacity during the year these expansions have reinforced an
already strong presence in jilin inner mongolia and zhejiang and taken the business into the important
new territory of shanghai at the same time the company has been reaping the cost synergies of
previous acquisitions and gaining economies of scale in procurement operations and routes to market 
cr snow’s share of the chinese market is estimated to exceed 20 within that the snow brand
one of the biggest beer brands in the world and larger than china’s second and third brands combined
is approaching 90 of the portfolio the company’s channel management skills make the brand highly
visible and available and its growing fame enables geographic expansion the past year has seen
further efforts to strengthen its brand equity particularly behind snow draft and brave the world
variants in the fastgrowing premium segment 16 strategic priorities sabmiller plc annual report 2010
strategic priorities continued
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 offering to address new
consumer segments and drinking
occasions strengthening our mainstream
brands building a differentiated portfolio
of international and local premium brands
and channelling the right brands to the
right outlets at the right time and price
a distinctive space in 
the market for castle lite
in recent years the main growth in the south african market
has been in the premium segment after a pause during the
economic downturn the premium market has resumed its
growth and continues to offer attractive longterm potential
it currently accounts for 17 of south africa’s beer sales and
the figure looks set to rise 
however the segment has become extremely competitive
determined to fight back hard in the premium market sab has
refreshed its leading premium beer castle lite and created a
more distinctive positioning and a stronger reason for consumers 
to buy the product
in identifying a ‘big idea’ for the brand the business looked 
to lessons learned elsewhere in the group and chose to make
‘cold’ the defining characteristic of castle lite it then launched 
a comprehensive programme to own this particular space in 
the market
as well as emphasising castle lite’s premium credentials with
new packaging and point of sale material the business created
an upbeat coldthemed tv campaign featuring the american
rapper vanilla ice it also supplied over 4000 attractively styled
extracold fridges to its retailers these were supported by an
integrated ‘throughtheline’ campaign in which visual cues in 
the advertising the extracold beer being lifted from an extracold
fridge for example were retriggered through billboards packs
merchandising and other points of contact with the consumer in
an innovation borrowed from coors light in the usa the product
now features a thermochromatic label that turns blue when the
beer reaches the optimum low temperature
castle lite has responded well since the ‘cold’ programme
began the previous decline in sales has been stemmed and
growth has kicked back in with volumes more than 8 up on 
the previous year despite formidable competition castle lite
remains the largest brand in south africa’s premium sector  sabmiller plc annual report 2010 strategic priorities 17
blue moon rises 
in a falling market
although much of the beer market in the usa has
suffered from the economic slowdown and a trend
among some consumers to switch to cheaper beers
craft beers have continued to sell well among drinkers
who value their heritage and distinctive characteristics
during the year millercoors launched a programme to
build on the success of the country’s leading craft beer
blue moon breaking the tradition that craft beers rely on
‘discovery’ and word of mouth rather than advertising the
business mounted a national advertising campaign one
aim of which was to increase sales through supermarkets
and bottle stores to create further buzz around the
product it also launched the special edition blue moon
grand cru in a distinctive indigo bottle to mark the blue
moon the second full moon in a calendar month that
occurred on new year’s eve 2009 the move attracted
more attention to the blue moon brand and followed two
other seasonal brand extensions honeymoon and – in the
fall – full moon
coupled with wider distribution the advertising campaign
and the flow of innovative variations on the product have
helped to keep blue moon relevant and interesting to its
consumers sales for the year were up by high single digit
percentage growth and the brand continues to make a
valuable contribution to millercoors’ overall results
transforming a brand 
with community marketing
by 2008 hungary’s third largest mainstream brand arany ászok
was losing the loyalty of its consumers especially in its home region
to become more relevant and reestablish brand loyalty the hungarian
business carried out a detailed analysis of the market and arany ászok’s
target consumers namely bluecollar workers aged 30 to 49 
the crucial insight was that these were the country’s unsung heroes 
that what they valued was recognition and the sense of belonging to 
their community and that where they found it was playing or cheering 
for the local amateur football team
the upshot was an innovative community marketing programme that 
now sponsors approximately 1000 town and village teams as well as
receiving free football kit local teams are publicised on billboards and in
the media in a way that links arany ászok with local pride at the heart 
of the programme is the local bar through which sabmiller channels its
support – many teams have an official pub where the sponsorship contract
is signed themed packs and promotions carry the message into stores
that are also keen to support the local heroes 
the results have been dramatic loyalty measures are rising as is arany
ászok’s share of value within the segment in a market still suffering from
recession with volumes declining and pubs closing at a rapid rate the
brand has gained access to many new outlets furthermore its revenue
per hectolitre is up as its brand equity has strengthened and there is less
resorting to price promotions 
overview business review governance financial statements shareholder information
a new opportunity in local premium brands
the group’s strategy within each market is to provide a full portfolio of brands with offerings 
at each point on the price ladder between local mainstream beers which make up the vast
majority of sales in most markets and topend international premium brands sabmiller is
finding attractive opportunities for local premium brands more affordable than international
premium brands the concept trades on local provenance and pride and widens the choice 
for aspiring consumers wanting an affordable luxury 
local premium brands have proved very successful in europe and latin america and the same concept
is now being applied in africa
sabmiller’s strategy for local premium brands in africa is to make each brand unique as ‘the premium
beer from here’ while positioning its brands on the basis of common insights and taking a shared
approach to marketing and advertising that works because local premium brands tend to be drunk
for the same reasons on the same occasions by similar types of consumer success lies in combining
crossborder skills and the benefits of scale with a distinctive local twist in each market
local premium brands in africa have grown by 80 compared with the prior year the star has been
mozambique’s laurentina preta up more than 80 with other strong performances from maluti in
lesotho and ndovu in tanzania the recent launches of nile gold uganda mosi gold zambia
sebebe swaziland and laurentina premium mozambique have all been well received 18 strategic priorities sabmiller plc annual report 2010
strategic priorities continued
constantly raising the
profitability 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 benefit of our stakeholders 
colombia’s profitability 
continues to improve despite
economic slowdown
as one of sabmiller’s largest businesses bavaria in colombia
has been at the forefront of the group’s rapid progress in the
region against the backdrop of sabmiller’s work to transform
the image of the beer market its operational improvements
have steadily lifted its performance to new levels 
having carefully segmented the market and created a full portfolio
of renovated and differentiated brands the business was able to
focus on the quality of its service and developing its relationship
with customers it has expanded its preselling operation and now
provides a single point of service to each retailer agreeing in each
case which brands presentations and pointofsale material will
best meet the consumer needs and beerdrinking occasions
served by the outlet in question 
another important step was to increase control over the distribution
network and the number of direct deliveries and optimise the network
for maximum efficiency this included rationalising distribution centres
consolidating a fragmented distributor network and introducing
and standardising performance incentives for distributors the
business has also increased its vehicle utilisation by replacing the
ageing overloaded fuelinefficient trucks of the past with new
palletised vehicles using modern loading techniques and working
to planned routes and schedules all these initiatives have reduced
distribution costs and made delivery more effective and reliable
with a consequent leap in customer satisfaction 
colombia felt the effects of the global downturn relatively early
bavaria responded swiftly to worsening conditions carrying out a
detailed review of its costs and organisation this along with the
work on its brands sales and distribution operations has enabled
the business to deliver an impressive yearonyear rise of 270
basis points in ebita margin the double digit compound annual
growth in ebita since 2007 underlines the resilience and flexibility
of the business and its strong position as the economy recovers  sabmiller plc annual report 2010 strategic priorities 19
investing in local suppliers
in procuring its raw materials sabmiller combines the
scale benefits of global sourcing with the advantages
of sourcing locally where this makes sense 
local sourcing means zero import duties and shorter more
secure supply chains while encouraging enterprise and
stimulating the local economy on which every sabmiller
business depends in africa in particular it supports the
group’s strategy of developing new lowcost products
based on indigenous crops such as sorghum and cassava
that can be marketed as affordable alternatives to traditional
home brews 
sabmiller is working hard to source more of its raw materials
both conventional and new from local suppliers in africa
it’s scaling up commercial barley production in countries
such as zambia and tanzania and recently won donor
funding to help establish a cassava supply chain using
smallscale farmers in southern sudan in peru and
ecuador it’s developing highquality local supplies of
maize and rice to replace imported crops in india the
business is working with smallscale barley farmers to
improve their yields and quality enabling them to meet
more of sabmiller’s requirements while also boosting their
incomes there are currently some 9000 farmers involved
in this project
a marketfocused strategy for growth
the south african competitive scene is unique in that the main
challenge comes not from new players launching new brands but
from a former partner offering wellestablished premium brands that
sab itself helped to build over the decades 
sab’s response is to concentrate on building the equity of selected
brands and getting its products efficiently to market while its relatively
new international premium brands attack the top end of the market sab
is packing most of its resource behind four ‘power brands’ – castle lite in
the local premium segment and hansa pilsener castle lager and carling
black label in the large cashgenerating mainstream segment in parallel
it’s seeking to offer superior value and service to retailers including tens 
of thousands of previously unlicensed ‘shebeens’ that have now entered
the formal sector as licensed taverns and to make the most meaningful
contribution to society 
the strategy calls for greater investment in marketfacing brandrelated
activities – everything that touches consumers retailers government 
and the community to this end sab is squeezing all possible efficiencies
from nonmarketfacing operations such as production supply chain and
administration and channelling the savings into its brands marketing and
distribution the aim is to achieve a virtuous circle whereby greater scale
in the marketplace presents opportunities for higher efficiency which
creates more funding for marketing and sales which drives demand
which generates further scale efficiencies
overview business review governance financial statements shareholder information
wwf partnership seeks to safeguard water supplies
a crucial factor in securing the sustainable profitability of local businesses is to ensure good
supplies of highquality water for sabmiller’s breweries concern is growing worldwide about
water scarcity and the group is taking steps to understand and manage any potential risks to 
its business
in 2008 sabmiller set itself the target of using 25 less water per hectolitre of beer produced by
2015 a range of programmes are now in place to achieve this reduction but the issue also affects
sabmiller’s suppliers and demands wider action
in partnership with the world wide fund for nature wwf sabmiller is pioneering the technique 
of water footprinting to understand how much water is used and where within its value chain the
work breaks new ground in nongovernmental organisation ngocorporate partnerships by aligning
environmental interests with the need to protect sabmiller’s operations joint projects with wwf in a
number of waterscarce markets are helping to identify where communities the local environment and
sabmiller businesses face possible shortages and to decide what can be done to safeguard supplies
one example of working in partnership to improve the management of water is a project with wwf
local farmers and the authorities in honduras that seeks to reduce soil erosion and the use of pesticides
by farmers as well as helping the environment and improving water quality in the watershed from which
sabmiller’s operation draws its supplies the project benefits farmers by reducing their input costs  20 strategic priorities sabmiller plc annual report 2010
strategic priorities continued
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
standardising our backoffice functions
around the world and regionally integrating
our frontoffice systems we are also
benefiting from ongoing collaboration and
the sharing of skills between our businesses 
exploiting scale to develop 
global purchasing
sabmiller spends over us5000 million a year on materials 
– mainly malt barley hops glass and cans but also other
essentials such as marketing items and freight having
previously made these purchases mainly on a regional 
basis the group is now exploiting its worldwide scale and
creating a centralised procurement organisation to manage
this expenditure globally while also retaining the flexibility 
to buy locally where this is advantageous 
among its many benefits global procurement offers greater
negotiating power and the opportunity to build strong collaborative
relationships with key suppliers it also allows the group to optimise
and harmonise its specifications to obtain the best quality and
value procurement processes can be streamlined expenditure
made more transparent and new ideas and developments
disseminated more quickly around the group 
the formation of the global procurement organisation is well
advanced with a head office now established in switzerland – a
known centre of procurement expertise and within a convenient
time zone in relation to the group’s global footprint the organisation
recently carried out pilot programmes in some of its smaller
purchasing categories these included trade fridges and glassware
in europe and latin america and other marketing items such 
as umbrellas furniture and signage despite rising raw material
prices these two programmes produced significant savings on
previous expenditure 
as systems are tested and lessons incorporated global procurement
will be rolled out to other larger categories in 2010 and beyond  sabmiller plc annual report 2010 strategic priorities 21
overview business review governance financial statements shareholder information
global scale global processes
in a project due to go live from june 2010 sabmiller will capitalise on its scale by creating
consistent information and processes and a single integrated it system across finance
procurement and human resources by standardising essential processes around the globe
the project will among other benefits save costs enable faster sharing of better quality
information accelerate the integration of new acquisitions free up local management to 
focus on their own commercial priorities and create a more connected global organisation
standardised processes especially in finance and administration will also make it possible to
establish outsourced shared service centres presenting further opportunities to optimise efficiency
and reduce costs 
sab in south africa has for some time run backoffice financial activities for its beer and soft drinks
businesses through an inhouse shared service centre enabled by a local enterprise resource planning
system the sab model was chosen as the basis for the global template with development expertise
coming from around the group in a step towards some of the advantages that the project will deliver
sab recently outsourced its shared service centre to a business process provider it’s already seeing
the benefits through more efficient processes at lower cost
crossregional it solutions
as part of the process of transforming their operations sabmiller’s latin american
businesses have developed a common system for optimising the planning and supply
chain operations in each market another collaborative project first implemented in
peru and now also live in colombia is a frontoffice tool for improving control of sales
and distribution and becoming more effective at the point of sale benefits from the
two projects have included more accurate budgeting and forecasting improved
production scheduling reduced working capital and better customer service 
the next step is to combine these locally developed solutions with sabmiller’s standardised
and integrated backoffice system see case study above as it starts being rolled out in latin
america ecuador will shortly become the first country to adopt all three systems – supply
chain planning frontoffice sales and distribution and the integrated backoffice – on a single
it platform
having drawn on developments in south africa latin america is now collaborating with
sabmiller’s european businesses to adapt the platform to their markets – ensuring for example
that a system designed to include ‘mom and pop’ stores in peru can be adapted to european
supermarkets as learning is shared in this way each region is able to innovate more quickly
than it could have done on its own
exchanging knowledge to achieve 
marketing excellence
crucial to the group’s success is learning what works in one market and
applying it in others to generate growth to this end the system of sabmiller
‘ways’ has codified best practice in key areas of the business to allow learning
and innovation to spread rapidly and efficiently across the group 
building on the marketing way sabmiller’s marketing team has developed progressive
but formal methods of disseminating knowledge to improve on the ad hoc methods
previously used one result was the creation of bigm the global marketing intranet for
the sharing of best practice bigm was the first component of webrew the groupwide
intranet launched in 2008 
webrew also hosts the mercatus awards programme and the innovative quencher
sabmiller’s first global marketing ezine the former recognises marketing excellence
across the business and encourages the adoption of awardwinning examples the 
ezine has proved to be a valuable source of news for the marketing community new
to the mix is the knowledge library currently being piloted in response to demand for
greater exchange of knowledge
through these innovations the global marketing function has created a sophisticated
platform for new learning to travel quickly and efficiently to all parts of the group this
will prove essential in the rolling out of new initiatives such as 5 to drive 22 key performance indicators sabmiller plc annual report 2010
sabmiller has a clear strategic focus with four strategic priorities
management uses a range of measures to monitor progress against
these priorities and its financial goal the key performance indicators
kpis are presented below for detailed definitions and an explanation
of the changes since last year see page 159
key performance indicators
total shareholder return versus median of peer group 
over threeyear periods
to deliver a higher return to our
shareholders than our peer group 
over the longer term
creating a balanced and attractive 
global spread of businesses
developing strong relevant 
brand portfolios that win in 
the local market
constantly raising the profitability 
of local businesses sustainably
leveraging our skills and global scale
growth in adjusted earnings per share
free cash flow
proportion of our total lager volume from markets in which 
we have no1 or no2 national market share positions
proportion of group ebita from developing and 
emerging economies 
organic growth in lager volumes
group revenue growth organic constant currency
ebita growth organic constant currency
ebita margin
hectolitres of water used at our breweries per hectolitre 
of lager produced
fossil fuel emissions from energy use at our breweries 
per hectolitre of lager produced
cumulative financial benefits from our business 
capability programme
what we measure financial goal
what we measure strategic priorities sabmiller plc annual report 2010 key performance indicators 23
in a year characterised by very difficult trading conditions 
we achieved significant progress against our financial goal
overview governance financial statements shareholder information
directly reflects value created for our shareholders over the longer term
relative to alternative investments in the drinks industry
to track improvement in underlying earnings for our shareholders
to track cash generated to pay down debt return to shareholders 
and invest in acquisitions
to assess the relative strength in aggregate of our market positions
to measure the balance of our earnings exposure between regions of the
world economy with highest growth potential and more mature regions
to track underlying growth of our core business
to measure underlying rate of growth in sales value of 
our brand portfolios
to track underlying operational profit growth
to track underlying operational profitability
to track progress towards our target for reducing water used 
at our breweries
to track progress towards our target for reducing fossil fuel 
emissions at our breweries
to track benefits delivered from investment in the group 
business capability programme
52 1 17
2010 2009 2008
17 4 19
us2010m us97m us545m
94 94 95
78 77 80
0 0 6
4 9 10
6 5 9
166 163 174
43 hlhl 45 hlhl 46 hlhl
133 kg 139 kg 140 kg
co
2
ehl co
2
ehl co
2
ehl
us350m na
1
na
1
why we measure how we performed
business review
1 not applicable in 2008 and 2009 24 principal risks sabmiller plc annual report 2010
the principal risks facing the group which have been considered 
by the board are detailed below the group’s welldeveloped risk
management process is detailed in the corporate governance section
and our financial risks are discussed in the chief financial officer’s
review and in note 22 to the consolidated financial statements
principal risks
industry consolidation
context
the global brewing industry is expected to continue to consolidate albeit more slowly
creating opportunities to enter attractive growth markets and realise synergy benefits 
from integration and to leverage global scale
risk
failure to participate in valueadding transactions overpaying for a transaction and
failure to implement integration plans successfully after transactions are completed
possible impact
lower growth rate profitability and financial returns
associated strategic priorities
■
creating a balanced and attractive global spread of businesses
■
constantly raising the profitability of local businesses sustainably
■
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 deliver expected returns
■
activities to deliver synergies and
leverage scale are in place monitored
closely and continuously enhanced
change in consumer preferences
context
consumer tastes and behaviours are constantly evolving and competitor activity is increasing
and becoming more sophisticated strong brand portfolios together with excellence in marketing
and sales execution are required if we are to meet consumer shopper and customer needs
risk
failure to ensure the attractiveness of our brands failure to continuously improve our
marketing and related sales capability to deliver consumer relevant propositions
possible impact
market positions come under pressure lower volume growth rates and profitability
associated strategic priorities
■
developing strong relevant brand portfolios that win in the local market
■
constantly raising the profitability of local businesses sustainably
■
leveraging our skills and global scale
■
ongoing focus on building our marketing
and sales capabilities through continued
rollout and enhancement of the sabmiller
marketing way
■
ensuring that our brand equities remain
strong through relevant innovation and
compelling marketing programmes
■
ongoing evaluation of our brand 
portfolios in every market to ensure 
that they target current and future
opportunities for profitable growth
management capability impairment
context
we believe that our people are our enduring advantage it is essential therefore 
that we identify develop and retain global management capability
risk
failure to develop and maintain a sufficient cadre of talented management
possible impact
potential lower longterm profitable growth
associated strategic priorities
■
developing strong relevant brand portfolios that win in the local market
■
constantly raising the profitability of local businesses sustainably
■
leveraging our skills and global scale
■
effective and welldeveloped 
strategic people resourcing and 
talent management processes
■
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
mitigation specific risk sabmiller plc annual report 2010 principal risks 25
overview governance financial statements shareholder information
regulatory changes
context
the alcohol industry is coming under increasing pressure from regulators ngos and 
tax authorities as the debate over alcohol consumption continues in many markets
risk
regulation places increasing restrictions on pricing including tax availability and
marketing of beer and drives changes in consumption behaviour
possible impact
lower profitability growth and reduced contribution to local communities in some countries
associated 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 profitability of local businesses sustainably
■
rigorous adherence to the principle of
selfregulation backed by appropriate
policies and management review
■
constructive engagement with
government and all external
stakeholders on alcoholrelated issues
■
investment to improve the economic
and social impact of our businesses 
in local communities and working 
in partnership with governments 
and ngos
raw material volatility
context
recent volatility in the supply and pricing in some of our key raw materials
risk
failure to obtain an adequate supply of brewing and packaging raw materials 
at competitive prices
possible impact
lower profitability and occasional supply disruption
associated strategic priorities
■
constantly raising the profitability of local businesses sustainably
■
leveraging our skills and global scale
■
contractual agreements with 
suppliers covering multiple time
horizons combined with an active
hedging programme
■
programmes to support development
of local sourcing for certain key
commodities such as barley in africa
india and latin america
economic environment
context
recent global recession with weak gdp growth projected in 2010 uncertain economic
growth and rising unemployment have resulted in weak consumer demand which has 
in some cases been compounded by currency weakness
risk
our marketing operating and financial responses may not be timely or adequate 
to respond to changing consumer demand
possible impact
lower shortterm growth rates and profitability
associated 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 profitability of local businesses sustainably
■
actions to restructure operations 
in certain countries to reflect current 
or expected deterioration in local
economic conditions
■
maintaining and extending our local
industry leadership positions through
appropriate investments in our brands
focus on local execution and
development of commercial capability
■
increased emphasis on cash flow
management
delivering transformation
context
the group has begun executing a major business capability programme that will 
simplify processes reduce costs and allow local management teams to enhance 
focus on their markets
risk
failure to execute and derive benefits from the projects currently under way
possible impact
increased project costs business disruption and reduced competitive advantage 
in the medium term
associated strategic priorities
■
constantly raising the profitability of local businesses sustainably
■
leveraging our skills and global scale
■
senior leadership closely involved in
monitoring progress and in making 
key decisions
■
rigorous programme management
and governance processes with
dedicated resources
mitigation specific risk
business review 26 operations review sabmiller plc annual report 2010
latin america strong ebita
growth on an organic constant
currency basis of 17 through
pricing and cost productivity
operations review
in a year characterised by difficult economic and trading
conditions across latin america management delivered
ebita growth of 18 on a reported and 17 on an
organic constant currency basis the year saw lager
volume growth of 3 benefiting from enhanced sales
execution with a strong fourth quarter supported by 
signs of improving economic conditions across the
region we grew or held market share in most of our
markets while revenue was boosted by strong pricing
taken last year and beneficial mix resulting in organic
revenue per hectolitre growth of 4 at constant currency
margin was further enhanced by marketing efficiencies
and restructuring benefits
in colombia we performed strongly delivering a 270
basis point improvement in ebita margin on an organic
constant currency basis and significantly improved cash
flow generation revenue was supported in the first half
of the year by price increases taken in the prior year 
while the second half benefited from volume recovery 
and continued mix improvement fullyear lager volumes
grew 3 with a particularly encouraging last quarter
fourth quarter lager volumes grew by 13 albeit against
a soft prior year comparative assisted by easter trading
and strong market execution notwithstanding a price
increase to recover the beer tax rise imposed in february
our share of the alcohol market remained in line with 
the prior year at approximately 66 volumes benefited
from our balanced brand and pack portfolio and efforts 
to attract a wider consumer base and drive consumption
frequency premium brand volumes increased 29 
aided by strong growth of club colombia and redd’s
mainstream brand volumes grew 2 with aguila light
continuing to outperform on the back of a trend to lighter
beer we continued our focus on improving customer
service and trade execution while working with retailers
to increase affordability raw material costs benefited
from lower prices while fixed costs improved in real 
terms following restructuring and cost reductions 
in february 2010 the business announced plans to
transfer production from its central bogota brewery to 
the nearby tocancipá facility as a result a us59 million
exceptional charge has been taken in the year of which
us45 million relates to the impairment of asset values
the initiative is expected to have a payback of less than
two years
in peru we continued to gain beer market share with
both volume and value share growing to approximately
90 improved trading in the fourth quarter lifted lager
volumes to end the year in line with the prior year profitability
grew strongly benefiting from a national price increase 
in april 2009 and positive sales mix resulting from growth
of our premium brands and contraction of the economy
segment our local premium brand cusqueña grew
volumes 7 mainstream brands grew 1 as they
recovered share from the economy segment led by 
pilsen callao which is priced at the upper mainstream 
in some markets following the introduction of a new it
platform as part of the ongoing group business capability
programme direct distribution now accounts for 76 of
all deliveries and management of trade receivables has
improved fixed cost control more effective marketing
spend and containment of raw material costs further
enhanced ebita margin
our operations in ecuador saw robust growth with 
two increases in national minimum wages supporting
consumer spending lager volumes grew by 9 with
37 growth from the premium segment reflecting the
continued success of our local premium brand club
following its relaunch in the prior year our flagship
mainstream brand pilsener also grew strongly assisted
by the launch of a new 225ml returnable pack in january
in the nonalcoholic malt beverage category our brand
pony malta saw growth of 19 following pack extensions
continued development of the sales and distribution model
in the provincial areas led to simultaneous improvements
in service levels efficiencies and reach resulting in better
outlet coverage and product availability outlet penetration
rose 5 to 85 in a highly dynamic market our share 
of the alcohol market remained at 44
latin america
financial summary 2010 2009 
group revenue including 
share of associates usm 5905 5495 7
ebita
1
usm 1386 1173 18
ebita margin  235 214
sales volumes hl 000
lager 38075 37138 3
soft drinks 15895 18509 14
soft drinks organic 15895 15071 5
1 in 2010 before exceptional charges of us156 million being
business capability programme costs of us97 million
restructuring and integration costs of us14 million and
impairments of us45 million 2009 net exceptional credits 
of us45 million being profits on disposal of the colombian
water business and the bolivian soft drinks operations of
us89 million net of integration and restructuring costs 
of us31 million and a us13 million charge in respect 
of litigation
key focus areas
■
further enhance the beer category’s appeal 
across consumer segments and occasions
■
increase share of alcohol capitalising on well
differentiated brand portfolios
■
optimise and extend distribution network and
sales reach
■
pursue operational excellence and efficiency in 
our businesses optimising resources and costs sabmiller plc annual report 2010 operations review 27
europe solid pricing and cost
management drive ebita growth of 
4 on an organic constant currency
basis despite lower volumes
honduras endured both deteriorating economic conditions
following the global financial crisis and political turmoil
which continued for much of the year as the political
situation deteriorated our operations took action to
protect our routetomarket secure supply and maintain
customer service total volume growth of 5 was
achieved with growth of soft drinks offsetting lower lager
volumes sparkling soft drinks grew share to 56 with
good growth by our tropical brand and the cocacola
brand despite lower lager volumes and stronger pricing
we increased our share of the alcohol market from 40
to 49 supported by increased outlet penetration and
superior sales execution
in panama total volumes grew by 4 with lager volumes
up 1 in an increasingly competitive environment soft drinks
volume grew 7 boosted by the excellent performance 
of malta vigor following its relaunch in the prior year and
higher availability of noncarbonated soft drinks
in el salvador total volumes grew 8 with strong soft
drinks sales in a fastgrowing soft drinks market we
maintained our leadership in sparkling soft drinks with 
a 55 market share our juice volumes grew 46
following the launch of a new brand jugos del valle
fresh in august 2009 while lager volumes were in 
line with the prior year
in europe lager volumes declined 4 on a reported
basis and 5 on an organic basis as the beer market
continued to be impacted by depressed consumer
spending as a result of increased unemployment and
tighter credit across the region during the year a 
number of markets also faced significant increases in
excise which have been substantially passed on in price
increases against this backdrop we grew or maintained
market share in our key markets and increased our share
of the premium segment
organic constant currency revenue per hectolitre 
grew 6 reflecting strong pricing in the first half which
moderated in the second half this combined with
improved cost efficiency drove an organic constant
currency ebita increase of 4 and organic margin
expansion of 60 bps marketing expenditure was lower
than in the prior year which included local sponsorship of
the euro 2008 football championships and the olympics
fixed costs and depreciation increased due to expanded
sales and distribution reach and capacity in both russia
and romania central european currencies were considerably
weaker than in the prior year impacting raw material costs
but we nevertheless achieved a small improvement in variable
production costs reported ebita declined by 8
overview governance financial statements shareholder information
europe
financial summary 2010 2009 
group revenue including 
share of associates usm 5577 6145 9
ebita
1
usm 872 944 8
ebita margin  156 154
sales volumes hl 000
lager 45513 47237 4
lager organic 44872 47237 5
1 in 2010 before exceptional charges of us202 million being
us64 million of integration and restructuring costs and
us138 million of business capability programme costs
2009 us452 million being the impairment of noncurrent
assets of us392 million integration and restructuring costs
of us51 million and the unwind of fair value adjustments on
inventory following the acquisition of grolsch of us9 million
key focus areas
■
drive our full brand portfolios in growth 
segments in key markets
■
further develop our positions in high value 
export markets
■
continue to innovate in product packaging 
and dispense systems
■
build strong brand equities through innovative 
360 degree marketing programmes
■
leverage our scale
business review 28 operations review sabmiller plc annual report 2010
europe continued
operations review continued
in poland lager volumes were down 3 although 
we grew market share reflecting a sustained focus on
sales execution and trade programmes brand activities
centred on tyskie poland’s leading brand as sponsor of
the international year of beer driving an increase in brand
market share for the third consecutive year zubr also
captured significant market share growing volumes by
3 in the premium segment we increased our value
share and grolsch was successfully launched in the
superpremium segment revenue per hectolitre grew
4 in constant currency terms in september 2009 we
announced the closure of the kielce brewery and three
distribution centres
in the czech republic the market was impacted by
higher unemployment and significant increases in vat
and excise in january 2010 our domestic lager volumes
declined 5 reflecting a 7 fall in the onpremise channel
which has been severely affected by economic pressures
and lower tourism despite this we maintained market
share with our brands now occupying the number one
two and three market positions our combined super
premium and premium portfolio grew over 6 with all 
key brands growing market share the performance of
pilsner urquell underpinned by strong and improving
brand health was particularly noteworthy given its 
price premium the marketleading brand gambrinus
continued to be negatively affected by its significant
exposure to the onpremise channel however the higher
priced variant gambrinus 11 performed well maintaining
its leadership of the semipremium segment in the
mainstream segment kozel enjoyed another exceptional
year growing 5 and consolidating its position as czech’s
number two brand improved overhead productivity led 
to an ebita margin expansion of over 100 bps
romania suffered a severe recession during the year 
and our lager volumes fell 13 on an organic basis in 
a market that declined 24 we took market leadership
with share improving by 400 bps to reach 32 over the
year the mainstream segment continued to grow at the
expense of premium and economy sectors as consumers
sought brands with strong value propositions our largest
brand timisoreana continued its strong performance
with volume growth of 2 we increased our share in 
the offpremise channel with intensive 360 degree brand
activation and strong display support and took market
leadership of the growing key accounts subchannel 
we maintained our leadership of the declining onpremise
channel revenue per hectolitre grew 9 at constant
currency although ebita declined due to reduced volumes
and increased depreciation following investment in the
prior year during the year we strengthened our economy
segment with the acquisition of the azuga operations 
and we closed the acquired brewery as planned
in russia a significant increase in excise in january 2010
and a sharp decline in consumer disposable income 
led to a drop in industry beer production and sales our
lager volumes were down 5 but our market share was
maintained repositioning renovation and line extensions
on zolotaya bochka lifted the brand to number two in the
premium segment while the kozel brand delivered 13
volume growth to become the number one licensed brand
in moscow in september 2009 we launched grolsch with
brand equity indicators showing good growth potential 
in may 2009 we opened the new brewery in ulyanovsk
in line with our geographic expansion strategy and
launched the tri bogatyrya economy brand in a new 
pet format leading to a doubling of the brand’s volume
brand mix partially diluted the strong pricing taken in 
the prior year but we still achieved revenue per hectolitre
growth of 7 at constant currency in the ukraine the
sarmat brand was relaunched but volume performance
was severely impacted by a 94 increase in excise in
july 2009 volume growth on licensed brands kozel and
zolotaya bochka was very strong benefiting mix and
driving revenue per hectolitre growth
in italy economic conditions remained negative
although the second half saw some signs of stabilisation
birra peroni volumes declined 7 during the year as we
reduced promoted volume and stock in trade levels our
market share of strs was marginally below the prior year
while constant currency revenue per hectolitre grew 4
reflecting strong pricing and improved channel mix this
combined with refocused marketing investment behind
core brands production efficiencies and fixed cost
productivity drove an improvement in ebita
domestic lager volumes in the netherlands declined 2
in line with the branded market a solid result given heavy
competitor discounting and offpremise consolidation in
the year restructuring initiatives taken in the prior year
began to deliver benefits with fixed costs down 5
in the united kingdom lager volumes grew 14 on 
a comparable basis with peroni nastro azzurro sales 
up 29 following strong growth in onpremise channels
and in key national retailers during the year exports of
miller genuine draft to ireland were taken over by our 
uk business following the termination of the previous
licensing arrangement
in hungary slovakia and the canaries economic
conditions remain difficult and beer markets depressed
we grew market share in hungary and maintained share
in slovakia and the canaries despite the decline in the
onpremise channel in november 2009 we announced
the closure of the topolcany brewery in slovakia sabmiller plc annual report 2010 operations review 29
north america cost synergies
deliver ebita growth of 7
north america lager volumes for the year excluding
contract brewing were down 5 ebita grew 7 on 
a reported basis reflecting pro forma ebita growth of
13 in millercoors partly offset by lower export sales
adjustments for pro forma calculations and additional
costs in the north american holding companies
millercoors
for the year ended 31 march 2010 millercoors strs
declined 2 on a pro forma basis with continued weak
economic conditions affecting the entire industry domestic
stws also declined 2 on a pro forma basis despite the
challenging trading environment ebita grew 13 on a
pro forma basis with firm pricing and cost management
offsetting volume softness
premiumlight brand volumes were down low single digits
with declines in miller lite and coors light partially offset
by growth of mgd 64
millercoors’ craft and import portfolio grew marginally
with growth from blue moon and peroni nastro azzurro
which outperformed a soft import category the domestic
above premium portfolio which includes miller chill
sparks and killian’s irish red continued to exhibit double
digit decline
the below premium portfolio was up low single digits 
with a decline in milwaukee’s best offset by good growth
of keystone and continued growth of miller high life
millercoors’ revenue per hectolitre grew 3 driven 
by sustained price increases in the prior year and the
second half of the current year
cost of goods sold cogs per hectolitre were driven 
up by increases in commodity costs with increases in
brewing materials malt and corn packaging materials
glass and aluminium and higher fuel costs cogs per
hectolitre were also negatively impacted by the absorption
of fixed costs across lower production volumes
marketing general and administrative costs decreased
primarily due to the continued realisation of synergies
in the year millercoors delivered an incremental 
us248 million of synergy savings largely through 
the elimination of duplicate and transitional positions 
and specific marketing synergies network optimisation
savings continued to be realised from shifting production
of coors and miller brands within the larger millercoors’
brewery network millercoors continued to integrate
business processes and systems across the enterprise 
to improve customer service and capitalise on the scale of
the business an incremental us33 million was delivered
from other cost initiatives and projects including efficiencies
in production costs procurement and marketing general
and administrative expenses
total annualised synergies and other cost savings 
now stand at us409 million comprising synergies of
us326 million and other cost savings of us83 million
millercoors remains on track to deliver us750 million in
total annualised synergies and other cost savings by the
end of the calendar year 2012
overview governance financial statements shareholder information
north america
financial summary 2010 2009 
group revenue including 
share of joint ventures usm 5228 5227
2
–
ebita
1
usm 619 581
2
7
ebita margin  118 111
2
sales volumes hl 000
lager – excluding 
contract brewing 43472 45629
2
5
soft drinks 37 54
2
31
millercoors’ volumes hl 000
lager – excluding 
contract brewing 42100 43099
3
2
sales to retailers strs 41865 42836
3
2
contract brewing 4558 4721
3
3
1 in 2010 before exceptional charges of us18 million being
the group’s share of millercoors’ integration and restructuring
costs of us14 million and the group’s share of the unwind
of the fair value inventory adjustment of us4 million 2009
net exceptional credit of us325 million being the profit on
the deemed disposal of the miller business of us437 million
and exceptional costs of us28 million in relation to the
integration and restructuring costs for millercoors together
with the group’s share of millercoors’ integration and
restructuring costs of us33 million the group’s share 
of the unwind of the fair value inventory adjustment of
us13 million and the group’s share of the impairment 
of the sparks brand of us38 million
2 volumes group revenue and ebita represent 100 of miller
brewing company’s performance in the first quarter of the
year ended 31 march 2009 and the group’s 58 share of
millercoors’ performance and 100 of the retained wholly
owned miller brewing company business principally miller
brewing international for the balance of the year ended 
31 march 2009
3 millercoors pro forma figures are based on results for 
miller’s and coors’ us and puerto rico operations reported
under international financial reporting standards ifrs and
us gaap respectively for the year ended 31 march 2009
adjustments have been made to reflect both companies’
comparative data on a similar basis including amortisation of
definitelife intangible assets depreciation reflecting revisions
to property plant and equipment values and the exclusion of
exceptional items
key millercoors’ focus areas
■
win in mainstream light with complementary
positioning of coors light miller lite and mgd 64
■
drive value and volume for miller high life 
and keystone light
■
capitalise on millercoors’ broad import and 
craft portfolio to grow in worthmore
■
create value through strong net revenue
management
■
achieve superior growth in retail chain sales
■
deliver us750 million in synergies and cost
efficiencies
business review 30 operations review sabmiller plc annual report 2010
africa resilient lager volume
growth underpins ebita
growth of 4 on an organic
constant currency basis 
operations review continued
africa’s volumes continued to grow in a year in which
economic growth slowed as a result of the global
economic recession and which also resulted in weaker
currencies increased cost of debt and higher inflation
our multibeverage portfolio proved resilient with total
organic volumes up 4 including lager volume growth 
of 6 and soft drinks growth of 4 during the year we
acquired further nonalcoholic beverage businesses in
uganda ethiopia and zambia invested in new breweries
in angola mozambique southern sudan and tanzania
and expanded capacity in uganda and zambia
brand and pack differentiation produced strong growth in
the premium category and further growth in the affordable
segment we made progress in driving affordability by using
local ingredients and supporting enterprise development
through farming initiatives and local sourcing
reported ebita grew 1 and by 4 in organic
constant currency terms margins declined in the second
half to end the year 90 bps below the prior year on an
organic constant currency basis as the depreciation of
some local currencies increased the cost of imported raw
materials fixed costs increased with capacity expansion
and supply chain difficulties in angola negatively impacted
margin price increases across the region were generally
at or below inflation levels
in tanzania lager volumes declined 4 in line with 
the industry as a result of softer consumer spending 
and adverse weather conditions earlier in the year
marketing spend on all brands was increased with 
a focus on brand innovation ndovu special malt 
and castle lite were both launched in the premium
segment in a new 375 ml green bottle and volume
performance was above initial expectations safari 
lager redd’s and castle milk stout all benefited from
packaging renovations our new brewery in mbeya was
successfully commissioned during the second half of the
year allowing us to reduce distribution costs in the south
west region our arrangement with east african breweries
limited eabl to brew and distribute their products in
tanzania was terminated in the final quarter of the year
mozambique returned to strong growth with lager
volumes up 11 this reflects improved economic
conditions and good growth in the north aided by the
commissioning of our new brewery in nampula both
laurentina premium and laurentina preta a dark lager
grew strongly the draught category performed well in the
onpremise channel profitability growth slowed reflecting
increased import costs driven up by the depreciation of
the metical against the rand
uganda delivered strong lager growth of 24 assisted by
newly upgraded capacity and improved market execution
the launch of the new long neck bottle invigorated the
market and differentiated the nile special and club brands
in addition the launch of nile gold a premium malt lager
was well received in the final quarter we completed the
acquisition of the rwenzori water business the market
leader in bottled water in uganda
zambia lager volumes benefited from the reduction in
excise at the beginning of the financial year driving growth
of 17 a further excise reduction was announced in
march 2010 the beer portfolio was expanded with the
launch of the local premium brand mosi gold in december
2009 soft drinks volumes grew 1 on an organic basis
the maheu business a nonalcoholic traditional beverage
acquired in september 2009 performed well growing
our nonalcoholic brand portfolio and driving soft drinks
volumes up 28 on a reported basis ebita margin was
impacted by unfavourable exchange rates as a result of
the weak kwacha which drove up the cost of imported
raw materials
africa
financial summary 2010 2009 
group revenue including 
share of associates usm 2716 2567 6
ebita
1
usm 565 562 1
ebita margin  208 219
sales volumes hl 000
lager 13476 12726 6
lager organic 13443 12726 6
soft drinks 10442 8352 25
soft drinks organic 8687 8352 4
other alcoholic beverages 3922 4079 4
1 in 2010 before net exceptional charges of us3 million being
business capability programme costs 2009 usnil
key focus areas
■
spur growth in beer and soft drinks with 
expanded brand portfolios across a wider 
price range
■
further develop sales and distribution to 
enhance our outlet presence and extend 
our geographic coverage
■
optimally manage our capital investment
programme to enable continuing growth
■
mitigate high imported input costs through
innovation and local supply chains sabmiller plc annual report 2010 operations review 31
asia ebita level on an organic
constant currency basis as
strong china growth is offset
by constraints in india
in angola in a very challenging year soft drinks volumes
ended 5 below the prior year while lager volumes 
grew 5 after years of strong economic growth angola
experienced negative gdp growth following a significant
drop in oil revenue during the year the kwanza was de
linked from the us dollar resulting in a 15 depreciation
and the imposition of severe currency restrictions these
factors negatively impacted consumer spending capacity
constraints exacerbated by difficult logistics hampered
production while the cost of imported raw materials was
adversely affected by the currency depreciation a new
two million hectolitre soft drinks plant was commissioned
in january 2010 and the new brewery in luanda was
commissioned in april 2010
in botswana the sale of alcoholic products continued to
be adversely affected by difficult economic conditions the
social levy introduced in november 2008 and restricted
trading and drinking hours our lager volumes ended the
year 35 below the prior year soft drinks volumes grew
by 9 driven by increased returnable bottle sales
enhanced marketing and improved trade execution
castel delivered increased profits with lager volumes
growing 11 supported by new capacity in angola and
good growth in cameroon ethiopia and the republic of
congo soft drinks volumes also grew 11 with good
growth in algeria tunisia and cameroon
asia’s lager volumes grew 7 on an organic basis 
with good growth in china australia and vietnam partly
offset by volume decline in india due to regulatory issues
fullyear ebita was level on an organic constant currency
basis with good underlying growth in china offset by
difficult trading conditions in india reported ebita 
which includes initial losses in recent chinese startups
and acquisitions declined 12
in china lager volumes grew 10 on an organic basis
and 13 on a reported basis despite a slowdown in growth
over the last quarter of the year additional capacity of
some 20 million hectolitres was added during the year
including the acquisition of three new breweries and the
commissioning of four greenfield breweries across both
existing and new markets marketing efforts remained
focused on the snow brand which is now approaching
90 of volumes particularly behind the snow draft and
brave the world variants in the fastgrowing premium
segment cr snow’s market share continued to grow
and is estimated to exceed 20
overview governance financial statements shareholder information
asia
financial summary 2010 2009 
group revenue including 
share of associates and 
joint ventures usm 1741 1565 11
ebita usm 71 80 12
ebita margin  41 51
sales volumes hl 000
lager 46279 41714 11
lager organic 44815 41714 7
key focus areas
■
further build market leadership in china 
and enhance profitability
■
continue to drive snow the largest beer 
brand in china
■
pursue market liberalisation in india to 
achieve a reasonable trading environment 
for the beer industry
■
develop our operations in vietnam and australia 
as well as our broader regional presence
business review 32 operations review sabmiller plc annual report 2010
south africa organic 
constant currency ebita 
grows 2 despite increased
market investment
operations review continued
the central region contributed half of the volume growth
with reported volumes up 16 driven primarily by growth
in the key provinces of anhui and zhejiang and new
operations in shandong and shanghai the north eastern
region delivered strong volume growth as cr snow gained
share in the jilin and heilongjiang areas good growth
continued in the western region particularly in the provinces
of guizhou and gansu and a return to growth in sichuan
volumes in india were down 14 and ebita declined
significantly reflecting regulatory disputes in andhra
pradesh and uttar pradesh and excise increases in
karnataka and rajasthan trading conditions improved 
in the last quarter as regulatory issues eased and price
increases were implemented in the key states of andhra
pradesh karnataka and maharashtra during the year 
we introduced an embossed proprietary bottle which 
will improve package presentation and drive down costs
in vietnam which is reported as a subsidiary for the first
time miller high life was launched to supplement the local
zorok brand resulting in a marked increase in volumes
the zorok brand is gaining acceptance regionally and 
a sustainable export business has been created
in australia the portfolio of premium brands again
delivered strong growth with lager volumes up 32
peroni nastro azzurro continues to take share in the
premium segment and was supplemented during the year
by peroni leggera a low carbohydrate variant bluetongue
and miller genuine draft continued to perform well the
greenfield brewery north of sydney is on track to be
commissioned in june 2010 and local production will
result in lower product costs
the economic environment in south africa remained
challenging throughout the year with declining consumer
demand despite a return to gdp growth during the last
quarter of calendar 2009
lager volumes declined by 1 for the year with 1 growth
during the second half peak offsetting a 3 decline during
the first six months the beer market grew marginally
during the year and growth increased towards the end of
the year benefiting somewhat from stock buildup ahead
of the easter 2010 peak
soft drinks volumes declined 1 reflecting the difficult
economic environment and the unseasonably cold and
wet weather during the summer peak sparkling soft
drinks sales were down 1 with increased consumption
in pet packs offset by a decline in can volumes the
impact of a sevenweek strike which took place over 
the peak christmas period was mitigated by thorough
contingency planning
revenue grew by 6 and revenue per hectolitre grew 
by 7 on a constant currency basis driven by price
increases in line with inflation in both beer and soft drinks
raw material costs remained under pressure as medium
term contractual arrangements with key brewing raw
material suppliers limited our ability to benefit from the
downturn in brewing commodity prices higher packaging
materials and sugar prices also contributed to increased
input costs
south africa beverages
financial summary 2010 2009 
group revenue including 
share of associates usm 4777 3955 21
ebita
1
usm 885 764 16
ebita margin  185 193
sales volumes hl 000
lager 25761 25949 1
soft drinks 17044 17303 1
other alcoholic beverages 1404 1325 6
1 in 2010 before net exceptional charges of us53 million
being business capability programme costs of us42 million
and costs associated with the establishment of the broad
based black economic empowerment transaction of 
us11 million 2009 usnil
key focus areas
■
fortify the foundation and strengthen 
productivity edge
■
engage the competitor
■
ensure key brands resonate
■
shape superior routes to market
■
ensure societal leadership
asia continued sabmiller plc annual report 2010 operations review 33
organic constant currency ebita grew by 2 but was
up 16 on a reported basis reflecting the strengthening
of the rand over the year relative to the us dollar margins
showed a modest decline with a fall in volumes higher input
costs and greater investment in marketfacing activities
partly offset by price increases and cost productivity 
a continued focus on reducing nonmarketfacing and
distribution costs delivered savings of almost us80 million
during the year these savings were redirected into market
facing investments
much of the increase in marketing support was directed
into our core power brands carling black label hansa
pilsener and castle lager in the mainstream segment
and castle lite in the premium segment both hansa
pilsener and castle lager delivered high single digit
growth castle lite which already accounts for one in
every three premium beers purchased in south africa
returned to growth and is now performing strongly
in the premium segment we continued to establish 
our international premium portfolio with the focused
development of miller genuine draft peroni nastro
azzurro and grolsch
during the year we upgraded sales capability and customer
service offerings to retailers in all classes of trade which
resulted in both the number of outlets serviced and the
intensity of servicing increasing substantially
the broadbased black economic empowerment
transaction that was announced during the year will
benefit employees soft drinks and liquor retailers and 
the wider south african community by placing 845 of
the equity of the south african breweries limited under
black ownership the retail offer closed on 28 april 2010
and the initial allocation of shares will be completed in
june 2010
distell’s international and domestic sales continued to
exhibit good performance with strong sales of cider and
readytodrink brands offsetting declines in spirits and
wine despite higher volumes profitability declined due to
unfavourable sales mix and adverse transactional currency
sabmiller is a 49 shareholder of the tsogo sun group
the south african hotel industry remained subdued during
the year with lower levels of corporate and government
spending a number of major sporting events in south
africa during the first quarter of the year provided some
uplift but occupancies remained depressed overall
our share of tsogo sun’s reported revenue was 
us406 million an increase of 17 on a reported 
basis including the nonorganic share of revenue of 
tsogo sun’s associated company gold reef resorts
and the newly acquired century casinos business
excluding this incremental revenue revenue decreased
4 against the prior year at constant currency constant
currency revenue per available room revpar declined
15 and was down 3 at reported rates reflecting the
stronger rand relative to the us dollar
the gaming industry in south africa contracted during the
year with weak demand affecting casino win although the
kwazulunatal region demonstrated resilience gauteng
the most significant gaming province reported a 3 drop
in market size
despite the tough trading conditions the tsogo sun
group concluded a number of transactions during the
year positioning itself well to benefit from market recovery
in the future on 30 june 2009 tsogo sun acquired
100 of the century casinos business in caledon and
newcastle and in october 2009 increased its stake in
the suncoast casino in durban by an additional 30
in february 2010 sabmiller announced its intention to
merge the tsogo sun group with gold reef resorts limited
a johannesburg stock exchange listed business through
an allshare merger which will result in sabmiller holding
397 of the listed merged entity the newly merged
company is expected to be one of the top 10 listed gaming
and hotel companies in the world the transaction was
approved by gold reef resort’s shareholders in april
2010 but completion is still subject to the necessary
regulatory and other approvals
overview governance financial statements shareholder information
south africa hotels and gaming
financial summary 2010 2009 
group revenue share 
of associate usm 406 348 17
ebita
1
usm 122 122 1
ebita margin  300 349
revenue per available 
room revpar – us 6533 6736 3
1 in 2009 before exceptional charges of us7 million being
the group’s share of fair value mark to market losses on
financial instruments
business review malcolm wyman
chief financial officer
34 chief financial officer’s review sabmiller plc annual report 2010
group revenue growth showed the group’s success in raising prices
in difficult trading conditions and in the absence of volume growth
demonstrated the strength of the group’s brand equities
chief financial officer’s review
key performance indicators kpis
sabmiller has a clear strategic focus with four strategic priorities and
management uses a range of kpis to monitor progress against these
priorities and our financial goal as noted on pages 22 and 23 certain
kpis and other performance indicators are discussed in further detail
within the review of the current year’s financial performance below
volumes
this year’s volumes reflect the difficult economic conditions increased
excise taxes and reduced consumer demand particularly in europe total
volumes including soft drinks and other alcoholic beverages volumes were
in line with the prior year on both an organic basis and a reported basis
total volumes amounted to 261 million hectolitres on a reported basis lager
volumes at 213 million hectolitres were up 1 on a reported basis and
were level with the prior year on an organic basis aggregated beverage
volumes as defined in the definitions section on page 158 including soft
drinks and other alcoholic beverages grew 5 to 373 million hectolitres
and aggregated lager volumes increased 6 to 308 million hectolitres
reflecting strong growth in our associates cr snow and castel
the adjacent chart shows the group’s organic growth in lager volumes 
for each of the last five years
revenue
group revenue was us26350 million including the group’s share of joint
ventures’ and associates’ revenue of us8330 million this represented an
increase of 4 on an organic constant currency basis and related solely
to pricemix gains given organic volumes were in line with the prior year
with south africa beverages and africa the most significant contributors
group revenue growth showed the group’s success in raising prices in
difficult trading conditions and in the absence of volume growth demonstrated
the strength of the group’s brand equities the adjacent chart illustrates
the organic growth in group revenue for each of the last five years with
performance shown in constant currency
currency movements during the year reduced reported group revenue
growth marginally business combinations completed in the financial year
in romania ethiopia uganda zambia china and south africa hotels and
gaming together with those completed in the prior year in russia ukraine
ghana nigeria vietnam and china partially offset by the disposal of soft
drinks businesses in colombia and bolivia in the prior year marginally
increased reported group revenue offsetting the currency impact
lager organic volume growth

10
8
6
4
2
0
06 08 09 07 10
group revenue growth 
organic constant currency basis
15
12
9
6
3
06 08 09 07 10 sabmiller plc annual report 2010 chief financial officer’s review 35
in the past five years the group has grown group revenue
strongly both on an organic basis and by acquisition the
compound annual organic growth rate in volumes has been
38 2009 46 the group has leveraged volume growth
through price and mix benefits to generate compound
annual group revenue growth of 79 2009 86 over
that period
the reduction in reported revenue to us18020 million
from us18703 million is due primarily to the effect of
the formation of the millercoors joint venture at the end 
of the first quarter of the prior year and resultant exclusion
of the group’s share of millercoors’ revenue from the
reported statutory measure of revenue from that date
input costs
the rate of raw material input cost increases eased over
the past year following two years of significant commodity
cost increases fullyear raw material input costs were up
low single digits on the prior year on a constant currency
dollar per hectolitre basis the rate of growth in raw material
cost increases slowed further in the last six months of 
the year as the group benefited from lower brewing raw
materials prices in most of our markets in addition lower
distribution costs throughout the year which were driven
by lower international oil prices and some distribution
efficiencies benefited overall cost of goods sold cogs
however these benefits within cogs were more than
offset by higher sugar and glass prices
local raw material costs were driven up in most regions
by both the weakening of some local currencies as well
as forward exchange positions in other markets taken out
at rates less favourable than foreign exchange rates that
prevailed during the year
total cogs was up low single digits in the year following
a 12 increase last year the increase in cogs slowed
in the second half of the year as the group benefited from
some commodity cost reductions as supplier contract
arrangements and hedged positions rolled off
the group expects raw material input costs to be level 
to marginally lower in the forthcoming financial year the
benefits of lower brewing raw material costs in particular
reduced barley and hop prices and lower distribution
costs are expected to be largely offset by higher sugar
and packaging raw material costs in addition local
currency strength over the last six months has enabled
certain markets to lock in forward exchange contracts at
rates more favourable than those that previously prevailed
ebita
the group reports ebita in its results in order to accord
with the manner in which the group is managed and
performance is evaluated segmental performance is
reported after the apportionment of attributable head
office service costs
the chart below shows the organic increase in ebita for
each of the last five years with each year’s performance
shown in constant currency ebita grew 6 on an
organic constant currency basis reported ebita at
us4381 million which includes the impact of currency
movements acquisitions and disposals also grew 6
compared with the prior year the adverse impact on
ebita of currency weakness in europe and africa was
more than offset by currency strength in south africa 
and to a lesser extent latin america and asia
all divisions recorded growth compared to the prior year
in organic constant currency ebita with the exception of
asia which was level and south africa hotels and gaming
ebita margin
the group improved ebita margin on an organic
constant currency basis which at 167 was 30 bps
higher than the prior year and this recovered part of the
decline suffered in the prior year caused by higher input
costs cost efficiencies in latin america europe and
north america were the key contributors to the improved
ebita margin the chart below shows ebita margin on
an organic constant currency basis by division
the group’s ebita margin on a reported basis was 10 bps
lower than ebita on an organic constant currency basis
due to lower margins earned in acquired businesses
exceptional items
items that are material either by size or incidence are
classified as exceptional items further details on the
treatment of these items can be found in note 4 to the
consolidated financial statements
net exceptional charges of us490 million before 
finance costs and tax were reported during the year
2009 us89 million including net exceptional charges of
us18 million 2009 us91 million related to the group’s
share of joint ventures’ and associates’ exceptional charges
the net exceptional charges included us325 million
related to business capability programme costs in latin
america europe africa south africa beverages and
corporate us78 million related to integration and
restructuring costs in latin america and europe us45
million related to the impairment of property plant and
equipment in latin america and us24 million related to
transaction costs in south africa beverages and corporate
within net finance costs there was an exceptional 
charge of us17 million related to the business capability
programme 2009 us20 million exceptional credit
related to the early termination of financial derivatives
the group’s share of joint ventures’ and associates’
exceptional items in the year included us14 million 2009
us33 million related to the group’s share of millercoors’
integration and restructuring costs and us4 million 2009
us13 million related to the group’s share of the unwinding
of fair value adjustments on inventory in millercoors
overview governance financial statements shareholder information
ebita growth 
organic constant currency basis
15
12
9
6
3
06 08 09 07 10
ebita margin performance 
organic constant currency basis
40
32
24
16
8
09 10 09 10 09 10 09 10 09 10 09 10 09 10 09 10
latin
america
europe north
america
africa asia south africa
beverages
hotels 
gaming
group
business review 36 chief financial officer’s review sabmiller plc annual report 2010
free cash flow improved to us2010 million 
benefiting from significantly improved working 
capital and lower capital expenditure
chief financial officer’s review continued
in 2009 net exceptional charges of us89 million 
before finance costs and tax were reported including 
net exceptional charges of us91 million related to 
the group’s share of joint ventures’ and associates’
exceptional charges the net exceptional charges
included us110 million related to integration and
restructuring costs in latin america europe and 
north america us392 million related to impairments 
in europe us9 million related to the unwinding of fair
value adjustments on inventory related to the acquisition
of grolsch and us13 million in relation to litigation in
latin america partially offset by a us437 million profit
on the deemed disposal of 42 of the us and puerto
rico operations of miller and a us89 million profit on 
the disposal of soft drinks businesses in colombia and
bolivia the group’s share of joint ventures’ and associates’
exceptional items included in addition to the amounts
noted above charges of us38 million related to the
group’s share of the impairment of the sparks brand in
millercoors and us7 million related to the group’s share
of fair value mark to market losses on financial instruments
in tsogo sun
in addition to the exceptional costs charged to the income
statement in the year as noted above us95 million 
of intangible assets and property plant and equipment
has been capitalised to date in relation to the business
capability programme while the programme is still in its
initial phase it has already led to an improvement in working
capital of us333 million together with us17 million of
other savings
finance costs and tax
net finance costs were us563 million a 20 decrease
on the prior year’s us706 million reflecting lower interest
rates finance costs in the current year included a net
loss of us8 million 2009 us27 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 also included a charge of us17 million
in relation to the business capability programme 2009
gain of us20 million on the early termination of financial
derivatives the mark to market loss and the business
capability programme charge have been excluded from
the determination of adjusted finance costs and adjusted
earnings per share adjusted net finance costs were
us538 million down 23 interest cover as defined 
on page 158 in the definitions section has increased 
to 87 times from 66 times in the prior year
the effective rate of tax for the year before amortisation 
of intangible assets other than software and exceptional
items was 285 compared to a rate of 302 in the prior
year this reduction in the rate results from a combination
of factors including the following
■
more favourable geographic mix of profits between
different territories
■
ongoing tax efficiency measures and
■
releases of some tax provisions in latin america and
russia following the satisfactory resolution of certain
tax matters
the uk government has introduced senior accounting
officer sao legislation the sao will be personally
responsible for certifying that the underlying systems are
adequate for the purpose of calculating the tax liability
we have reviewed our tax processes and believe that our
existing systems and controls are sufficient for this purpose
profit and earnings
adjusted profit before tax of us3803 million increased
by 12 over the prior year primarily as a result of stronger
pricing cost efficiencies and lower finance costs on a
statutory basis profit before tax of us2929 million was
1 lower reflecting the impact of exceptional items and
the adjustments to net finance costs as noted above
the group presents the measure of adjusted basic earnings
per share which excludes the impact of amortisation of
intangible assets other than software certain nonrecurring
items and posttax exceptional items in order to present
an additional measure of underlying performance for the
years shown in the consolidated financial statements
adjusted earnings increased by 22 to us2509 million
and the weighted average number of basic shares in
issue for the year was 1558 million up from last year’s
1502 million the increase in the weighted number of
basic shares in issue resulted from the issue of 60 million
shares in may 2009 for the acquisition of the minority
interests in our polish business together with the exercise
of share options during the year
adjusted earnings per share were 17 higher at 1611 us
cents adjusted earnings per share also showed increases
when measured in rand and sterling a reconciliation 
of the statutory measure of profit attributable to equity
shareholders to adjusted earnings is shown in note 8 
to the consolidated financial statements on a statutory
basis basic earnings per share were 2 lower primarily
as a result of higher exceptional charges in the year
dividends
the board has proposed a final dividend of 51 us cents
to make a total of 68 us cents per share for the year – 
an increase of 17 from the prior year this represents a
dividend cover of 24 times based on adjusted earnings
per share as described above 2009 24 times the
group’s guideline is to achieve dividend cover of between
20 and 25 times adjusted earnings the relationship
between the growth in dividends and adjusted earnings per
share is demonstrated in the chart on page 37 details of
payment dates and related matters are disclosed in the
directors’ report
business combinations and acquisitions
on 10 april 2009 the group assumed control of a 7056
interest in bere azuga sa in romania following receipt 
of clearance from the competition authorities and has
consolidated bere azuga from this date subsequently
further share purchases were made for cash together
with a mandatory public offer for the remainder of shares
in bere azuga as at 31 march 2010 bere azuga was
wholly owned the brewing operations of bere azuga
have been transferred into the group’s other romanian
operation ursus breweries sa sabmiller plc annual report 2010 chief financial officer’s review 37
on 1 july 2009 the group completed the cash acquisition
of an effective 40 interest in ambo mineral water share
company in ethiopia on 30 september 2009 the group
acquired for cash an effective 62 interest in a maheu
business a nonalcoholic traditional beverage operation
in zambia on 9 february 2010 the group completed 
the cash acquisition of an 80 effective interest in the
assets of the rwenzori water business in uganda these
business combinations have all been made in partnership
with castel with the effective interests stated after taking
account of castel’s interests and align with the group’s
full beverage portfolio strategy in africa
on 29 may 2009 the group acquired the outstanding
281 minority interest in its polish subsidiary kompania
piwowarska sa in exchange for the issue of 60 million
ordinary shares of sabmiller plc
in china our associate cr snow has continued to
consolidate its position as the country’s largest brewer
with the purchase of a further three breweries in the year
on 30 june 2009 our south african hotels and gaming
associate tsogo sun group tsogo sun acquired 
100 of the century casinos businesses in caledon and
newcastle and on 12 october 2009 it increased by 30
its effective interest in tsogo sun kwazulunatal pty ltd
the licensee and operator of the suncoast casino in
durban the latter transaction was funded through the
issue of preference shares to tsogo sun’s shareholders 
in proportion to their shareholdings
cash flow and investment highlights
net cash generated from operations before working
capital movements ebitda of us3974 million was
us190 million 5 lower than the prior year ebitda
excludes cash contributions from joint ventures and was
therefore affected by the formation of the millercoors 
joint venture in the first half of the prior year to consider
cash generation on a comparable basis a normalised
ebitda measure has been used which includes the
dividends received from millercoors of us707 million
2009 us454 million normalised ebitda grew by 
1 compared with the prior year including the adverse
impact of the cash exceptional items of us339 million
2009 us49 million normalised ebitda margin
including the group’s share of millercoors’ revenue
declined 40 bps in the year to 202 there has been 
a cash inflow from working capital of us563 million
principally as a result of business capability initiatives
which have realised working capital cash inflows of
us333 million in inventories receivables and payables
through improved processes as a result cash generated
from operations increased by 24 over the prior year to
us4537 million
tax paid has decreased by 19 to us620 million from
us766 million reflecting tax repayments in russia the
offset of significant overpayments in north america that
arose in the prior year from initial estimates of pretax
income on the inception of the joint venture and timing
differences in south africa and latin america
the corporate tax charge for the year was us848 million
this differs from the taxes paid of us620 million because
of timing differences where the payment of the tax liability
falls outside the financial year and the impact of deferred
taxes furthermore uncertainty of interpretation and
application of tax law in some jurisdictions has led to
differences between the amounts paid and those charged
to the income statement
in the year total tax payments were just under us7000
million this includes tax borne by the group of us1000
million plus taxes collected on behalf of governments in
the countries in which we operate of us6000 million
these amounts reflect the tax contribution that results
from our activities in each of the regions
net interest paid has reduced 11 to us640 million
reflecting the reduction in net interest expense partly
offset by the timing of payments and the settlement 
at maturity of a number of derivative financial liabilities
the group has continued to invest in its operations
selectively maintaining investment to support future
growth including building new breweries in russia
angola mozambique southern sudan and tanzania
together with brewery capacity expansions completed in
the year in poland romania ghana and uganda capital
expenditure for the year has reduced to us1436 million
2009 us2073 million capital expenditure including
the purchase of intangible assets was us1528 million
2009 us2147 million the completion of a number of
major capacity projects in the year is expected to result 
in lower capital expenditure in the forthcoming year
free cash flow improved by us1913 million to
us2010 million benefiting from significantly improved
working capital and lower capital expenditure free cash
flow over the last five years is shown in the chart above
currency
the rand strengthened against the us dollar during the year
and ended the financial year at zar730 to the us dollar
compared to zar961 at 31 march 2009 while the weighted
average randdollar rate appreciated by 14 to zar778
compared with zar887 in the prior year the colombian peso
cop strengthened by 33 against the us dollar compared
with the prior year and ended the financial year at cop1929
to the us dollar compared with cop2561 at 31 march 2009
the weighted average copdollar rate appreciated by 1 to
cop2031 from cop2061 in the prior year
overview governance financial statements shareholder information
adjusted eps and dividend per share 
us cents
160
120
80
40
eps
dividend
06 07 08 09 10
free cash flow
usm
2500
2000
1500
1000
500
0
500
06 08 09 07 10
business review 38 chief financial officer’s review sabmiller plc annual report 2010
net debt decreased by us311 million to us8398 million owing to
the improvement in free cash flow and despite the strengthening of
certain currencies in which the group’s debt is denominated the
group’s gearing decreased to 408 from 540
chief financial officer’s review continued
balance sheet profile
total assets increased to us37504 million from the prior
year’s us31628 million restated primarily as a result of
the strengthening of the currencies of the group’s major
operating businesses against the us dollar
goodwill increased by us2868 million compared to 
the restated prior year amount primarily as a result of 
the impact of foreign exchange rate changes on goodwill
denominated in currencies other than the us dollar and
by goodwill arising on the polish minority buyout and
business combinations in europe and africa
intangible assets increased by us612 million primarily
reflecting foreign exchange movements on intangible
assets denominated in currencies other than the us
dollar and additions primarily related to the business
capability programme partially offset by amortisation
total equity increased from us16117 million restated at
31 march 2009 to us20599 million at 31 march 2010
the increase is primarily due to currency translation
movements on foreign currency investments profit for 
the year and the issue of shares for the polish minority
buyout partly offset by dividend payments and fair value
moves on hedged items
financial structure and liquidity
the group finances its operations through cash generated
by the business and a mixture of short and mediumterm
bank credit facilities bank loans corporate bonds and
commercial paper in this way the group avoids overreliance
on any particular liquidity source the group seeks to
mitigate the effect of structural currency exposures by
borrowing directly or synthetically where costeffective 
in the same currency as the functional currency of its main
business units the group borrows principally in us dollars
south african rand euros polish zloty and colombian
pesos at both fixed and floating rates of interest
the group also enters into derivative transactions to manage
the currency commodities and interest rate risks arising
from its operations and financing activities it is group policy
that no trading in financial instruments is undertaken
the following table summarises the group’s funding
structure at 31 march 2010
2010 2009
restated
usm usm
overdrafts 190 300
borrowings 9212 9308
derivatives 237 487
finance leases 12 10
gross debt 9177 9131
cash and cash equivalents 779 422
net debt 8398 8709
maturity of gross debt
within one year 1721 2156
between one and two years 1052 101
between two and five years 4561 4324
over five years 1843 2550
gross debt at 31 march 2010 comprising borrowings
together with the fair value of derivative assets or liabilities
held to manage interest rate and foreign currency risk 
of borrowings increased to us9177 million from
us9131 million at 31 march 2009 net debt comprising
gross debt net of cash and cash equivalents has decreased
to us8398 million from us8709 million restated 
at 31 march 2009 the level of net debt reduced owing 
to the improvement in free cash flow and despite the
strengthening of certain currencies in which the group’s
debt is denominated an analysis of net debt is provided
in note 27c to the consolidated financial statements 
the group’s gearing presented as a ratio of net debt 
to equity decreased to 408 from 540 restated 
at 31 march 2009
on 1 july 2009 the us300 million libor 03 
notes due 2009 issued by sabmiller plc matured and
were refinanced from existing facilities on 17 july 2009
sabmiller plc completed a €1000 million bond issue
which was issued under the us5000 million euro
medium term note programme the notes were issued 
in a single tranche of 55 year notes with a coupon of
45 the net proceeds of the bond have been used 
to repay other indebtedness
in october 2009 the us1000 million 364day facility was
voluntarily cancelled in part reducing the size of the facility
to us600 million the facility was subsequently extended
from october 2009 to 6 october 2010 in the amount of
us515 million with a oneyear term out option
on 19 march 2010 sabmiller plc completed a peruvian
nuevo sol pen 150 million us53 million bond issue
which was issued under the pen1500 million guaranteed
medium term note programme the notes were issued 
in a single tranche of fiveyear notes with a coupon of
675 the net proceeds of the bond have been used 
to repay existing indebtedness
the average loan maturity in respect of the fixed rate 
debt portfolio is 37 years 2009 41 years the weighted
average interest rate for the total gross debt portfolio at
31 march 2010 was 57 2009 71 reflecting the
currency profile of the debt and movements in rates
during the year
the group uses cash in hand cash from operations and
shortterm borrowings to manage its liquidity as at 31 march
2010 the group had cash and cash equivalent investments
of us779 million 2009 us422 million restated
the group’s strong financial structure gives it adequate
resources to facilitate ongoing business along with
mediumterm flexibility to invest in appropriate growth
opportunities and manage the balance sheet as a result
of the refinancings and cash generated from operations
the group’s committed undrawn borrowing facilities have
increased from us2093 million at 31 march 2009 to
us3579 million at 31 march 2010 the group has sufficient
headroom to enable it to comply with all covenants on 
its existing borrowings and sufficient undrawn financing
facilities to service its operating activities and ongoing
capital investment maturing facilities in the next 24 months sabmiller plc annual report 2010 chief financial officer’s review 39
include the us515 million 364day facility maturing in
october 2010 currently undrawn and with a oneyear
term out option a us600 million facility maturing in 
may 2011 a us600 million bond maturing in july 2011
and a number of local bank facilities current committed
headroom is sufficient to cover all maturing facilities over
the next 23 months the group has continued to be able
to access sufficient and significant funding from a number
of sources and expects to renew maturing facilities as
they fall due
interest rate foreign exchange and credit 
risk management
the group’s policy is to borrow directly or synthetically 
in floating rates reflecting the fact that floating rates are
generally lower than fixed rates in the medium term
however in order to mitigate against the impact of an
upward change in interest rates the extent to which group
debt may be in floating rates is restricted to the lower of
a 75 of consolidated net debt and b that amount of
net borrowings in floating rates that would with a 1
increase in interest rates increase finance costs by an
amount equal to but not more than 12 of normalised
ebitda adjusted to exclude cash exceptional items this
policy excludes borrowings arising from recent acquisition
activity and inflationlinked debt based on this policy as
at 31 march 2010 47 of net borrowings were at fixed
rates taking into account financial derivatives compared
with 35 at 31 march 2009
exposure to movements in interest rates on group borrowings
is managed through interest rate swaps and forward rate
agreements a 1 move in interest rates would result in 
a 078 2009 108 impact on normalised ebitda
adjusted to exclude cash exceptional items
most of the group’s net assets are denominated in
currencies other than the us dollar with the result that 
the group’s us dollar balance sheet can be significantly
affected by currency movements the group seeks to
mitigate this impact where costeffective by borrowing
directly or synthetically in the same currencies as the
functional currencies of its main operating units other than
this the group does not hedge translation exposures
the group is 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
are also hedged this is principally achieved using forward
exchange contracts
the group’s counterparty credit risks arise mainly from
exposure to customers and financial institutions the group
limits the exposure to financial institutions arising from
cash deposits of surplus funds and derivative financial
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 significant
concentration of credit risk with respect to trade receivables
as the group has a large number of internationally
dispersed customers
shareholder value
the value that a company returns to its owners is best
measured by total shareholder return tsr – a combination
of share price appreciation and dividends returned over
the medium to long term recent measures of shareholder
return have been affected by the volatility of equity indices
nevertheless since sabmiller moved its primary listing 
to the london stock exchange in march 1999 the ftse
100 has produced a tsr of 32 to 31 march 2010 to
31 march 2009 –12 while the group has delivered a
tsr of 481 to 31 march 2009 204 in sterling terms
over the same period over the last five years the group
has delivered a tsr of 163 five years to 31 march
2009 87 whereas the ftse 100 has only produced 
a tsr of 39 to 31 march 2009 7 in sterling terms
over the same period
executive remuneration includes performance share award
plans a portion of which are subject to tsr performance
conditions which compare the group’s tsr performance
against the performance of a comparator group of
international alcoholic beverage companies over a three
year period over the three years to 18 may 2010 the
group achieved a tsr of 806 compared to the median
of the comparator group of 284
accounting policies and definitions
the principal accounting policies used by the group are
shown in note 1 to the consolidated financial statements
note 1 also includes recent accounting developments
none of which is expected to have a material impact on
the group
in addition note 1 details the areas where a high degree
of judgement has been applied in the selection of a policy
an assumption or estimates used these relate to the
assumptions used in impairment tests of carrying values
for goodwill and intangible assets 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 benefit obligations
estimates of useful economic lives and residual values 
for intangible assets 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
the group’s operating results on a segmental basis are
set out in the segmental analysis of operations and the
disclosures are in accordance with the basis on which the
businesses are managed and how performance is evaluated
translation differences on nondollar assets and liabilities
are recognised in the consolidated statement of other
comprehensive income it is not the group’s policy to
hedge foreign currency earnings and their translation is
made at weighted by monthly revenue average rates
malcolm wyman
chief financial officer
overview governance financial statements shareholder information business review 40 sustainable development sabmiller plc annual report 2010
sustainable development is fundamental to our business success 
we have a clear and wellembedded approach that is delivering tangible 
benefits for our business and the communities in which we work
sustainable development
a positive role in society
we believe that the most effective way for
sabmiller to meet its sustainable development
objectives is by maximising the success of
the business
we are clear that our business is not something
separate from society it is at one and the same
time an employer a customer a supplier and
a taxpayer the interests of sabmiller and the
wider community are therefore inextricably linked
our activities provide highquality products
that society wants and enjoys as long 
as markets are free and competitive our
business will succeed if we manage our
relationships well use resources efficiently
and meet the needs of our consumers and
the communities in which we operate
a robust approach to sustainable development
underpins our ability to grow and our licence
to operate a wellmanaged and growing
business is good for wider economic
development leading to greater employment
more taxes paid and greater investment in local
economies and communities an analysis of
our economic contribution has been published
in our sustainable development report
in 2009 we announced a major transaction
in south africa to support our longterm
commitment to broadbased black
economic empowerment which will create
approximately 40000 shareholders including
employees and local retailers we have also
created a charitable foundation to benefit 
the wider community more information on
this can be found on page 8
making partnership a central 
part of our approach
we recognise that by building strong and
equitable partnerships we can create more
value for our business and make a greater
difference in our markets than if we worked 
in isolation moreover as one of many
players that have a role to play in building 
a successful community we endeavour to
build strong relationships with local partners
to address the issues that we face together
we encourage our businesses to directly
develop specific partnership projects with
ngos governments and communities which
will protect or enhance their ability to operate
or create new value working with these
groups often provides us with additional
insight and local knowledge that enable us 
to be more effective by working with us our
partners are able to harness the scale of our
business and access accumulated expertise
to help implement meaningful programmes in
their local communities
integrating sustainable
development into business strategy
for sabmiller to achieve competitive
advantage – and ultimately better profitability
– sustainable development needs to be 
part of what we do every day it needs to 
be integrated into our decisionmaking and
the way we run our business
to better reflect our longstanding commitment
to sustainable development we have revised
one of our four strategic priorities that guide
the management of our business one of
these priorities is now ‘to constantly raise
the profitability of local businesses
sustainably’ further details on this and 
the other strategic priorities can be found 
on page 3
management within our local operating
businesses regional hubs and at a group level
are responsible for ensuring that sustainable
development is taken into account as part 
of their business planning and management
progress is overseen by regional and group
corporate accountability and risk assurance
committees caracs
this strategic focus is underpinned by our 
10 sustainable development priorities these
define the key issues for our business and
have been developed through extensive
consultation internally and also with external
stakeholders the priorities also support our
commitment to the 10 principles of the un
global compact and contribute to the un’s
millennium development goals
locally and globally we focus our resources
on the priorities which we believe are the
most material for our business as a result
we have established three global focus
areas namely alcohol responsibility water
and enterprise development we believe that
these are the issues which have the potential
to impact all parts of the business and which
are best tackled through harnessing the
scale and expertise across sabmiller
discouraging irresponsible drinking
throughout our business we promote
responsible consumption as part of our 
daytoday activities whether designing
marketing campaigns developing new
products or out in the market selling our
beers we strive to ensure our employees
understand the risks that arise from
irresponsible drinking and we expect high
standards from them – over 75 of our
employees are now trained in the six core
principles of our alcohol framework
in 2009 we were proud to sign up to global
actions on harmful drinking – a plan of action
signed by the ceos of 10 global beer wine
and spirit producers – to help combat the
harmful use of alcohol in developing markets
we believe that consumers should receive
accurate and balanced information about
irresponsible alcohol consumption and we
have launched a number of targeted information
campaigns across the world we have
continued to promote talkingalcoholcom and
added a new module called ‘open the facts’
to assist parents in discussing alcohol with
their children
water futures
water scarcity represents a significant long
term risk to parts of our business as well as to
some of the communities in which we operate
it is a complex issue with many different
factors at play that cannot be addressed 
only within the boundaries of our breweries
or bottling plants consequently we have
adopted a flexible and multifaceted approach
in 2009 sabmiller joined a consortium 
of business partners including mckinsey 
 company and the international finance
corporation to examine the challenges 
of water scarcity around the world the
subsequent report – charting our water
future – launched in november shows how
growing water scarcity can be mitigated
affordably and sustainably
in partnership with wwf we have pioneered
the technique of water footprinting within our
value chain which we use to identify and
focus our actions on the specific issues
relevant for breweries most at risk building
on this work we launched our first global
partnership water futures with wwf
further information on this partnership can
be found on page 19
investing in local suppliers
enterprise development supports the longterm
growth and stability of both our business and
the economies in which we operate in procuring
its raw materials sabmiller combines the
scale advantages of global sourcing with the
recognition that using local suppliers can also
benefit the business commercially
local sourcing is often far more costeffective
than importing raw materials and encouraging
enterprise in our supply chains contributes 
to the local economies in which we work
during the year we bought crops from
28590 local smallholder farmers an increase
of 34 compared with last year further
information on this can be found on page 19 reality check tackling drink driving 
in south africa
sab has launched an innovative
programme to play its part in tackling
alcohol abuse in south africa
the new programme addresses drinking
and driving foetal alcohol syndrome 
and underage drinking – issues identified
as needing targeted action beyond
communication and education
sab has invested r65 million us08
million to set up five alcohol evidence
centres aecs across the country in
conjunction with local and provincial law
enforcement agencies these centres
have sophisticated equipment that can
accurately detect a driver’s blood alcohol
level from a single breath sample and
help to increase the prosecution rates 
of those arrested for driving under the
influence of alcohol 
sabmiller plc annual report 2010 sustainable development 41
the number of smallholder farmers supported by our programmes 
across the world has increased by 34 this year to 28590
improved global performance 
and transparency
once again we have published the results 
of our sustainable assessment matrix sam
which benchmarks our operations’ sustainable
development performance despite having
raised our performance criteria we are pleased
to report that our overall results have improved
across eight of our 10 priorities this year
of the 24 targets we set last year 22 have
been successfully achieved with the remaining
two relating to activities that are ongoing to
develop a community water programme in
africa and improve our management of carbon
in distribution in addition we have made good
progress against our longterm commitments
to reduce our water consumption and carbon
emissions we have reduced our water
consumption per hectolitre of beer produced
by 4 to 43 hectolitres carbon emissions
have also been reduced by 4 on the same
basis to 133 kg co
2
e
further information on our performance against
our 10 priorities as well as our targets for the
coming year can be found on pages 42 and 43
employees are our 
enduring advantage
we believe that a highly engaged workforce
imbued with a passion for our brands is a key
competitive advantage we need to attract and
retain people with the right skills and attributes
to help grow our business at the same time
we need to create an environment in which
employees feel valued and are supportive 
of our values strategies and priorities
at the heart of our approach to developing
people are the talent management way and
the performance management way these
articulate how managers with the support of
human resources teams work with employees
to help them reach their potential and achieve
personal goals aligned to those of the business
we invest substantially in learning and
development using a wide range of media
including action learning elearning and on
thejob training in the last year we provided
an average of 42 days of training for each
employee
we treat all employees equally and value 
the benefits of employing people of different
races creeds and backgrounds with business
interests in over 75 countries we must conform
to local laws and regulations on these issues
and we require all our businesses to have in
place clear policies and processes covering
ethnicity gender and disability
health and safety
each of our businesses has robust processes
to manage health and safety and minimise
the risk of accidents during the year we
recorded 1478 industrial injuries a 4
reduction compared with the previous 12
months however the days lost through injury
were up by 6 while we are disappointed
with this increase we believe that in many
cases our businesses are improving the way
they monitor and report health and safety as
they introduce new programmes to improve
their approach and processes
it is with regret that we report four employee
fatalities in our business this year the first was
in south africa and related to an employee
being attacked by an external assailant the
second was in zambia and involved a motor
vehicle accident the remaining instances
occurred in honduras where two employees
were assaulted on separate occasions while
making deliveries on our behalf 
transparency and ethics
sabmiller has a code of business conduct
and ethics which applies to all employees
across the group as well as to third parties
acting on behalf of the business
the code sets out how to report a potential
breach of its principles and includes contact
details for external whistleblowing phone lines
it also makes provision for the protection 
of people alleging breaches of the code in
good faith further information can be found
in the directors’ report on page 49 and the
corporate governance report on page 58
our sustainable development report is
available on the sustainable development
pages of our website at wwwsabmillercom
it provides more detail on our approach and
performance in terms of our 10 sustainable
development priorities
overview governance financial statements shareholder information business review 42 sustainable development sabmiller plc annual report 2010
overview of progress our performance at a glance
the table below summarises the progress we have made over the past year
against each of our 10 sustainable development priorities it also shows the
targets we have set for the coming year
sustainable development continued
discouraging
irresponsible
drinking
why is it a priority
our beer adds to the enjoyment
of life for the overwhelming
majority of consumers we 
care about irresponsible alcohol
consumption and we work
collectively with stakeholders 
to address the harmful effects
targets we set last year
■
continue with the alcohol
education training programme
for all sabmiller employees
■
continue regular engagement
with independent experts on
alcoholrelated issues
■
promote talkingalcoholcom
to more stakeholders
progress we have made
■
we continued to roll out
training across the business
over 75 of employees are
now trained
■
in september 2009
sabmiller signed up to 
a global plan of action to
support the who’s global
strategy to reduce the
harmful use of alcohol
■
we launched a new
talkingalcoholcom module
called open the facts to help
parents discuss alcohol with
their children
targets for this year
■
make progress towards
including responsibility
messaging on all sabmiller
international brands by 2012
■
extend availability and visibility
of low or nonalcohol beers in
relevant markets
■
work in partnership with 
the international center 
for alcohol policy and
stakeholders on global
actions to reduce harmful
drinking
wwwsabmillercom
alcoholresponsibility
making more beer
using less water
why is it a priority
water quality and availability 
are under stress in a number 
of locations across the world
we aim to be more efficient 
in our water use understand
our watersheds and engage
with our suppliers this will 
cut costs reduce risks and
benefit local communities
targets we set last year
■
make progress towards the
new group water target
■
undertake detailed value
chain water footprint in 
the czech republic
■
develop new stakeholder
partnerships to address 
water supply and quality risks
■
invest in a total of four new
waste water treatment plants
in our african european and
latin american regions
progress we have made
■
in the year our average
consumption was 43
hectolitres of water per
hectolitre of beer a 4
improvement
■
the water footprint for 
our czech operations was
completed in june 2009
■
in november 2009 sabmiller
announced the water futures
partnership with wwf
■
in africa four effluent
treatment plants were
constructed or upgraded
during the year
targets for this year
■
undertake water footprints
and develop action plans 
for partnership watershed
protection projects in south
africa tanzania peru and
ukraine
■
invest in three new effluent
treatment systems in uganda
tanzania and panama and
upgrade two effluent
treatment plants in ecuador
and colombia
■
continue to improve water
efficiency to meet our 2015
water target
■
support and engage in
stakeholder water dialogues
in africa india latin america
europe and the usa
wwwsabmillercom
water
reducing our 
energy and 
carbon footprint
why is it a priority
we use energy to produce and
transport our products we aim
to become more efficient
manage our carbon footprint
and explore cleaner sources of
energy this will save money
and resources and reduce our
greenhouse gas emissions
targets we set last year
■
make progress towards
the new carbon target
■
develop a renewable energy
toolkit for our operations
■
improve our management 
of carbon in distribution 
and retail refrigeration
progress we have made
■
over the last 12 months 
our average co
2
emissions
per hectolitre of beer
produced was 133 kg co
2
e
a 4 improvement on the
previous year
■
our renewable energy
assessment tool was piloted
in zambia and this will be
rolled out to our businesses
across the group
■
sabmiller launched hfcfree
refrigeration units in a number
of businesses including
bavaria in colombia
targets for this year
■
undertake a comprehensive
review of opportunities to
improve energy efficiency
across the group
■
continue to reduce fossil 
fuel emissions from energy
use on our sites to meet 
our 2020 target
wwwsabmillercom
energy
packaging reuse 
and recycling
why is it a priority
packaging protects our
products but has wider
impacts by reducing the 
weight of our packaging
reusing bottles and encouraging
recycling we’re saving money
and raw materials and reducing
pressure on local waste
services
targets we set last year
■
extend the evaluation of 
the recycling and reuse
infrastructure for pet a
synthetic material used
extensively for beverage
containers with market
reviews in honduras
romania south africa 
the usa and zambia
■
develop a bottle selection 
tool to assist ‘lightweighting’
ie using lighter bottles made
with less glass
progress we have made
■
we completed a review of the
pet recycling infrastructure 
in over 40 countries
■
we launched a bottle
selection tool to allow
packaging managers to 
select the optimal bottles 
for their local market and
environmental conditions
targets for this year
■
review select and implement
a new group environmental
impact assessment tool for
the evaluation of both new
and existing packaging
substrates
■
further extend bottle light
weighting initiatives
wwwsabmillercom
packaging
working towards
zerowaste
operations
why is it a priority
much of our waste can be a
valuable resource for farmers
and food producers as well as 
a potential energy source we
aim to minimise the amount of
waste we send to landfill so
saving money and reducing 
its environmental impact
targets we set last year
■
investigate more ways 
to reuse brewery waste
■
increase the percentage of
waste recycledreused in line
with our aspiration to achieve
a zerowaste brewery system
progress we have made
■
we have established 
a partnership with the
biotechnology and biological
sciences research council
bbsrc in the uk to
evaluate bioenergy research
other trials are looking at the
combustion of spent grains
and conversion to bioethanol
■
96 of waste across 
the group was recycled 
or reused up from 95 
the year before
targets for this year
■
explore recycling potential 
for waste labels currently
sent to landfill in two markets
in europe and latin america
■
review innovative disposal
options for kieselguhr
a filtration medium at 
four sites in africa europe
and latin america
wwwsabmillercom
waste sabmiller plc annual report 2010 sustainable development 43
overview governance financial statements shareholder information business review
encouraging
enterprise
development in 
our value chains
why is it a priority
we recognise that our influence
extends beyond our immediate
operations to include those of
our value chain partners – for
example suppliers of raw
materials and distributors of 
our products
targets we set last year
■
publish an analysis of the
economic impact of our
activities in the value chain 
in honduras and uganda
■
increase the number of
smallholder farmers within 
our value chain
progress we have made
■
a report entitled the socio
economic impact of nile
breweries in uganda and
cervecería hondurena in
honduras was published in
may 2009 and is available 
on our website
■
there are now 28590
smallholders working 
with sabmiller in our local
sourcing programmes – a
34 increase on last year
targets for this year
■
develop and launch a new
cassava farming project in
southern sudan
■
launch a new brand based
on locally sourced grains in
two countries
■
support the development of 
a new tanzanian agricultural
growth corridor
wwwsabmillercom
enterprisedevelopment
benefiting
communities
why is it a priority
the prosperity of local
communities and that of 
our operations are mutually
dependent our corporate
social investment csi activities
aim to improve the quality of life
for local people helping us to
build strong relationships with
communities consumers and
our employees
targets we set last year
■
expand the scope 
and funding of our
entrepreneurship
development programmes
■
develop a water csi
programme for africa
progress we have made
■
sab has approved an
increase in budget for the
kickstart in celebration of 
its 15th year in colombia
bavaria’s entrepreneurs
network gained over 18000
registered users to its social
networking website launched
this year
■
a water csi programme 
in africa is currently in
development nile breweries
has expanded its water
programme to sorghum
farmers
targets for this year
■
launch additional
entrepreneurship programme
in swaziland
■
launch newly developed
water csi initiative in africa
wwwsabmillercom
communities
contributing 
to the reduction 
of hivaids
why is it a priority
the hivaids pandemic is
particularly relevant to our
operations in africa we have
programmes in place for our
employees and their families
and are developing others for
local communities and suppliers
to ensure the wellbeing and
health of our staff and
communities in which we
operate
targets we set last year
■
further increase the
percentage of hivpositive
employees and spouses 
on our managed healthcare
programme
■
undertake an updated
costbenefit analysis of our
hivaids programmes
progress we have made
■
the number of employees 
on managed healthcare
programmes increased by
32 and the number of
spouses and dependants 
was up by 11
■
we have undertaken a
costbenefit analysis of 
our hivaids programmes 
in south africa
targets for this year
■
roll out the ‘men in taverns’
education programme in
south africa in partnership
with the global fund
■
launch a partnership with 
the department of health 
in south africa to improve
access to condoms through
utilising our distribution chain
■
increase the use of couples
testing as a way of improving
hivaids testing rates with
employees and their partners
wwwsabmillercom
hivaids
respecting 
human rights
why is it a priority
we conduct our business with
respect for national cultures 
and different local laws norms
and traditions we promote 
the values of the international
community notably the
universal declaration of 
human rights
targets we set last year
■
engage in communityimpact
studies of the value chains 
of our soft drinks business 
in el salvador and zambia
■
participate in international
dialogues on the basic right 
to water through the un 
ceo water mandate
progress we have made
■
communityimpact studies
have been completed in 
el salvador and zambia
■
sabmiller took part in
discussions through the 
ceo water mandate in
august 2009
targets for this year
■
select and trial a new human
rights and sustainability
assessment tool for third
party suppliers
■
undertake actions as
appropriate to improve the
poverty impact of our soft
drinks value chains in zambia
and el salvador arising from
the ongoing impact study
wwwsabmillercom
humanrights
transparency 
and ethics
why is it a priority
we’re committed both 
to transparent sustainable
development reporting and 
to high ethical standards in
general to this end we have 
a code of business conduct
and ethics which applies to all
employees and third parties
acting on our behalf
targets we set last year
■
train regional sustainable
development champions
through web seminars with
leading experts
■
continue stakeholder
dialogues on alcohol water
and enterprise development
progress we have made
■
a workshop for sustainable
development champions from
across the world was held 
in london in march 2010
■
we held dialogues on our
economic impact and on
water risks at the africa
economic summit in june 
in cape town we have also
held a number of stakeholder
events on hivaids in peru
india malawi and the uk
targets for this year
■
extend our sam sustainable
development management
system to include a 
new performance level
representing ‘leadingedge’
practice
■
launch a comprehensive
internal communications
campaign to improve
employee awareness and
engagement in sustainable
development
■
review business conduct 
and ethics procedures and
implement any changes
necessary to comply with 
the uk bribery act 2010 
and related ‘adequate
procedures’ guidance
wwwsabmillercom
transparency 44 board of directors sabmiller plc annual report 2010
board of directors
graham mackay 60 ● ▲
bsc eng bcom
chief executive
graham mackay joined 
the south african breweries
limited sab ltd in 1978 and
has held a number of senior
positions in the group including
executive chairman of the beer
business in south africa
he was appointed group
managing director in 1997 
and chief executive of south
african breweries plc upon 
its listing on the london stock
exchange in 1999
he is the senior independent
nonexecutive director of
reckitt benckiser group plc
and a director of philip morris
international inc
john manzoni 50 ● ■ ◆
beng meng mba
john manzoni joined the board
in 2004 he is president and
chief executive officer of
talisman energy inc prior to
joining talisman in september
2007 he was chief executive 
of refining and marketing of 
bp plc he joined bp in 1983
and was appointed to the bp
plc board in january 2003 he
is a member of the accenture
energy advisory board
malcolm wyman 63 ● ▲
ca sa
chief financial officer
malcolm wyman joined sab
ltd in 1986 and joined the
board as group corporate
finance director in 1990 he
was appointed to the board of
south african breweries plc
upon its listing on the london
stock exchange in 1999
he became chief financial
officer in 2001 with responsibility
for the group’s finance
operations corporate finance
and development and group
strategy
he is a nonexecutive director
of nedbank group limited and
nedbank limited
miles morland 66 ■ ◆ ▼
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
meyer kahn 70 ● ■
ba law mba dcom hc soe
chairman
meyer kahn joined the group in
1966 and occupied executive
positions in a number of the
group’s former retail interests
before being appointed to the
board of sab ltd in 1981 
he was appointed group
managing director in 1983 and
executive chairman in 1990 
in 1997 he was seconded full
time to the south african police
service as its chief executive
serving for two and a half years
he was appointed chairman 
of south african breweries plc
upon its listing on the london
stock exchange in 1999
among other awards he 
holds an honorary doctorate in
commerce from the university
of pretoria and was awarded
the south african police star
for outstanding service soe
in 2000
dambisa moyo 41 ●
bsc phd mpa mba
dambisa moyo joined the
board in june 2009 she is 
an international economist 
and commentator on the 
global economy and worked 
at goldman sachs for eight
years a nonexecutive director
of barclays plc dambisa
previously worked at the world
bank in washington dc
dambisa is a patron for
absolute return for kids 
ark a hedge fund supported
children’s charity and serves 
on the board of the lundin for
africa foundation she also
serves on the board of room 
to read an education charity
mark armour 55 ◆ ▼
ma aca
mark armour joined the board
in may 2010 he has been 
the chief financial officer of
reed elsevier group plc since
1996 and of its two parent
companies reed elsevier plc
and reed elsevier nv having
previously been a partner in 
the london office of price
waterhouse
from 2002 until 2004 he 
was chairman of the hundred
group of finance directors 
he was a member of the
finance and reporting working
group of the uk government’s
company law review steering
group which reported in 2001
and a member of the group
appointed by the financial
reporting council which
produced the smith report 
on audit committees in 2003
carlos alejandro pérez
dávila 47
ba mphil
carlos pérez joined the board
in 2005 following completion 
of the bavaria transaction 
he is a managing director at
quadrant capital advisors inc
and serves on the board and
executive committee of valorem
sa he is also a director of
caracol television sa
comunican sa cine
colombia sa and the queen
sofia spanish institute he 
was previously an investment
banker at goldman sachs 
co sg warburg  co and
violy byorum  partners
geoffrey bible 72 ■
fca aust acma
geoffrey bible joined the board
in 2002 following completion 
of the miller brewing company
transaction he served as 
chief executive officer of altria
group inc from 1994 until
april 2002 and as chairman of
the altria board from january
1995 until august 2002 when
he retired he also served 
as chairman of the board of
kraft foods inc from march
2001 until his retirement in
august 2002
rob pieterse 67 ●
rob pieterse joined the board
in 2008 he is chairman of 
the supervisory boards of
mercurius groep bv and
royal grolsch nv and is a
member of the supervisory
board of csm nv he serves
on the boards of veuo the
association of dutch listed
companies and of
europeanissuers
he spent 25 years at the
multinational information
services company wolters
kluwer nv where he was
chairman from 2000 until 2003
he was a nonexecutive
director of mecom group plc
between 2007 and 2009 and
has previously been a member
of the supervisory boards of
connexxion holding nv
essent nv and koninklijke
wegener nv sabmiller plc annual report 2010 board of directors 45
● corporate accountability and risk assurance committee carac
▲ executive committee
■ nomination committee
◆ remuneration committee
▼ audit committee
overview business review financial statements shareholder information
dinyar devitre 63 ▼
ba hons mba
dinyar devitre joined the board
in 2007 as a nominee of altria
group inc he is a member of
the board of altria between
april 2002 and march 2008 he
was senior vice president and
chief financial officer of altria
and prior to his appointment 
to this position had held a
number of senior management
positions within the altria
group he is a director of
western union company
emdeon inc and a special
adviser to general atlantic llc
he was a director of kraft
foods inc from 2002 until
march 2007 he serves as 
a trustee of the asia society
and the brooklyn academy 
of music and is a director of 
the lincoln center for the
performing arts inc
cyril ramaphosa 57 ● ■
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 joint
nonexecutive chairman 
of mondi group he holds
directorships in macsteel 
global bv mtn group ltd
the bidvest group standard
bank and alexander forbes
and serves on the board 
of the commonwealth 
business council
he is a former secretary
general of the african national
congress anc and was
chairman of the constitutional
assembly which negotiated
south africa’s first democratic
constitution
liz doherty 52 ▼
bsc hons fcma
liz doherty joined the board 
in 2006 between december
2007 and november 2009 
she was chief financial officer
of brambles limited prior to
joining brambles she was
group international finance
director of tesco plc before
joining tesco in 2001 she held
a number of commercial and
strategic positions in unilever
plc including senior vice
president finance – central 
 eastern europe financial
director – unilever thai
holdings and financial director
frigo españa
alejandro santo
domingo dávila 33 ■
ba
alejandro santo domingo
joined the board in 2005
following completion of the
bavaria transaction he is a
managing director at quadrant
capital advisors inc 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
robert fellowes 68 ● ■ ◆ ▼
lord fellowes joined the board
in 1999 he was chairman of
barclays private bank barclays
wealth until 31 december
2009 and was private secretary
to the queen from 1990 until
1999 having joined the royal
household in 1977 from a
career in the london money
market he is a trustee of 
the rhodes trust and the
mandelarhodes foundation
he is also on the board of the
british library
howard willard 46 ●
ba hons mba
howard willard joined the
board in august 2009 as a
nominee of altria group inc
he is executive vice president
strategy and business
development for altria with
oversight responsibility for
chateau ste michelle wine
estates philip morris duty 
free inc and the strategy 
business development group
at altria client services inc 
he has held various leadership
positions at philip morris 
usa inc in finance sales
information services and
corporate responsibility
before joining the altria family 
of companies in 1992 he
worked at bain  company
and salomon brothers inc 
he currently serves on the
board of the ymca of greater
richmond
john manser 70 ● ■ ◆ ▼
cbe dl fca
john manser joined the board
in 2001 he is chairman of
intermediate capital group plc
and shaftesbury plc and
deputy chairman of colliers
cre plc he was previously
chairman of hiscox investment
management ltd london asia
chinese private equity fund
limited and robert fleming
holdings limited a former
member of the president’s
committee of the british
banking association a
director of the securities 
and investments board
between 1986 and 1993 
and is a past chairman of 
the london investment 
banking association
governance 46 executive committee sabmiller plc annual report 2010
executive committee
norman adami 55
bbussc hons mba
chairman and managing
director sab ltd
norman adami was
reappointed chairman and
managing director of the south
african breweries limited sab
ltd in october 2008 he first
joined sab ltd in 1979 and 
has held a number of senior
positions in the group these
include regional director
operations director managing
director and chairman sab
ltd president and chief
executive officer miller brewing
company and president 
and chief executive officer
sabmiller americas
nick fell 56
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
mark bowman 43
bcom mba
managing director
sabmiller africa
mark bowman was appointed
managing director of sabmiller
africa in october 2007 he
joined sabmiller’s beer division
in 1993 and has held various
senior positions in the group
these include managing
director of sabmiller’s 
polish subsidiary kompania
piwowarska sa managing
director of amalgamated
beverage industries ltd abi
now the soft drinks division 
of sab ltd and chairman 
of appletiser
tony van kralingen 52
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 officer plzeňský
prazdroj as and most
recently chairman and
managing director sab ltd
he is accountable for the
global technical function and
chairman of the global
sourcing council
alan clark 50
ma dlitt et phil
managing director
sabmiller europe
dr clark was appointed
managing director sabmiller
europe in 2003 he joined sab
ltd in 1990 as training and
development manager he has
since held a number of senior
positions in the group including
marketing director sab ltd
managing director abi and
chairman appletiser south
africa pty ltd before joining
the group he practised as 
a clinical psychologist and
lectured in psychology at 
vista university in south africa
ari mervis 46
bcom
managing director
sabmiller asia
ari mervis was appointed
managing director of sabmiller
asia in october 2007 he
joined abi in 1989 and has held
various senior positions in
sales marketing finance 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
sue clark 46
bsc hons mba
corporate affairs
director sabmiller plc
sue clark was appointed
corporate affairs director
sabmiller plc in 2003 prior 
to this she held a number of
senior roles in uk companies
including director of corporate
affairs railtrack group from
2000 to 2003 and director 
of corporate affairs scottish
power plc from 1996 to 2000
barry smith 60
bsc mba
president sabmiller
latin america
barry smith was appointed
president sabmiller latin
america in 2007 and prior to
this he was president
sabmiller south america from
2005 he joined sab ltd in
1984 and has held a number of
senior positions in the group
these include marketing
director sab ltd managing
director kompania piwowarska
sa and senior vice president
market development and
strategy miller brewing
company
john davidson 51
ma bcl oxon
general counsel and
group company
secretary sabmiller plc
john davidson joined the group
as general counsel and group
company secretary in 2006
before joining sabmiller he
spent his entire legal career at
lovells a leading international
law firm where he had been a
partner since 1991 specialising
in international corporate
finance crossborder mergers
and acquisitions and corporate
governance advisory work
john is the current chairman
for 2010 of the gc100 
group the association of
general counsel and company
secretaries of companies in 
the ftse 100
the executive committee excom is appointed by the chief executive it comprises the chief financial officer
divisional managing directors and directors of group functions its purpose is to support the chief executive in
carrying out the duties delegated to him by the board in that context excom coordinates brand and operational
execution and delivers strategic plans and budgets for the board’s consideration it also ensures that regular
financial reports are presented to the board that effective internal controls are in place and functioning and
that there is an effective risk management process in operation throughout the group sabmiller plc annual report 2010 directors’ report 47
directors’ report
the directors have pleasure in submitting their report to shareholders
together with the audited annual financial statements for the year ended
31 march 2010
principal activities and business review
sabmiller plc is a holding company which has brewing and beverage
interests across six continents the principal subsidiaries associates
and joint ventures of the company are listed in note 33 to the consolidated
financial statements the principal activities of the group are the
manufacture distribution and sale of beverages
the company is required by the companies act 2006 to produce a
fair review of the business of the group including a description of the
principal risks and uncertainties it faces its development and performance
during the year and the position of the group at the end of the year
the business review including a review of the development and
performance of the group during the financial year its position at the
end of the year likely future developments in the business of the group
key performance indicators and a description of the principal risks and
uncertainties facing the group is set out on pages 6 to 39 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 the sustainable
development review on pages 40 to 43 of this annual report
significant acquisitions disposals financing transactions
investments and material developments during the year
in april 2009 the company’s romanian subsidiary ursus breweries sa
assumed control over 71 of the issued share capital of bere azuga
sa in romania subsequently further share purchases were made
and at the year end bere azuga was wholly owned by ursus
in may 2009 the company acquired the outstanding 281 minority
interest in its polish subsidiary kompania piwowarska sa from kulczyk
holding sa in exchange for the issue of 60 million new ordinary shares
in july 2009 the company announced that it proposed to enter into 
a broadbased black economic empowerment transaction in south
africa the transaction will result in 845 of its south african subsidiary
the south african breweries limited sab being held by a broad base
of black participants which include sab’s employees blackowned
licensed liquor retailers and liquor licence applicants as well as registered
blackowned customers of abi the soft drinks division of sab and
the broader south african community through an sab foundation at
the end of the 10year transaction period participants will exchange
their shareholdings in sab for shares in sabmiller plc at a general
meeting of the company held in january 2010 the transaction was
approved by shareholders with over 9999 of the votes cast being
in favour of the adoption of a scheme of arrangement to give effect 
to the transaction the scheme of arrangement was subsequently
sanctioned by the high court of justice in england and wales in
february 2010 the economic cost of the transaction as at 27 november
2009 was calculated at approximately us279 million equating 
to approximately 06 of sabmiller plc’s market capitalisation on 
27 november 2009 and the initial allocation of shares in sab is
expected to be completed in june 2010
in july 2009 the company completed a €1000 million bond issue
under its us5000 million euro medium term note programme 
the 55 year notes were issued with a coupon of 450 the net
proceeds of the issue were used to repay certain indebtedness and
for general corporate purposes
in july 2009 the company announced plans to open a new brewery
and sparkling soft drinks plant in angola the new soft drinks plant was
commissioned in january 2010 and the new brewery in april 2010
in july 2009 the company’s mauritian subsidiary ambo international
holdings limited completed an investment resulting in the company
holding an effective 40 interest in ambo mineral water share company
in ethiopia
in september 2009 the company’s zambian subsidiary heinrich’s
syndicate limited acquired a maheu business a nonalcoholic
traditional beverage
in september 2009 the company’s namibian subsidiary sabmiller
namibia proprietary limited sabmiller namibia was granted a
licence to brew and bottle beer in namibia following the year end 
it was announced that sabmiller namibia which will be 60 owned
by sabmiller and 40 owned by local namibian partners in a broad
based black economic empowerment initiative will build a brewery 
at a cost of us34 million construction of the new brewery on 73
hectares of land outside okahandja is expected to start in the second
half of 2010 and will also include a returnable bottle packaging line
and warehousing facilities
in december 2009 sabmiller’s ugandan subsidiary nile breweries
ltd announced that following the success of its initiative to convert
locally grown barley into brewing malt it would build a malting plant 
at a cost of us16 million construction began in january 2010 on
nile breweries’ existing site in jinja and is expected to be completed
in the first quarter of 2011
in february 2010 the company announced that it had agreed to merge
tsogo sun its south african hotels and gaming associate with gold
reef resorts limited gold reef a johannesburg stock exchange
jse listed business through an allshare merger the transaction will
be effected through the acquisition by gold reef of the entire issued
share capital of tsogo sun holdings proprietary limited tsogo sun
in exchange for the issue of new shares in gold reef sabmiller’s wholly
owned subsidiary sabsa holdings pty limited sabsa will exchange
its 49 interest in tsogo sun for a 397 interest in the enlarged gold
reeftsogo sun business which will continue to be listed on the jse
with an expected market capitalisation of approximately zar21 billion
us2700 million as at 29 january 2010 the merger was approved
by gold reef shareholders in april 2010 and completion remains subject
to requisite regulatory approvals
in february 2010 the company’s subsidiary rwenzori bottling company
limited acquired the assets of the rwenzori water business in uganda
in march 2010 the company completed an issue of peruvian nuevo
sol pen 150 million approximately us53 million 675 notes due
2015 under the pen1500 million guaranteed medium term note
programme which had been established by the company and its
wholly owned subsidiary racetrack perú srl in january 2009 the
net proceeds of the issue were used for the repayment of loans incurred
to fund the acquisition of shares in unión de cervecerías peruanas
backus y johnston saa and for general corporate purposes
overview business review governance financial statements shareholder information 48 directors’ report sabmiller plc annual report 2010
directors’ report continued
dividends
an interim dividend of 17 us cents per share was paid to shareholders
on 11 december 2009 in respect of the year ended 31 march 2010
details of the final dividend proposed by the board for the year ended
31 march 2010 are set out below
amount of final dividend 
proposed by the board 51 us cents per share
total proposed dividend for the 
year ended 31 march 2010 68 us cents per share
if approved the final dividend will be payable to shareholders on 
either section of the register at 6 august 2010 in the following way
dividend payable on 13 august 2010
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 2 august 2010 for shares traded 
on the jse limited south africa
4 august 2010 for shares traded on
the london stock exchange lse
the rate of exchange for conversion from us dollars will be calculated
on 21 july 2010 and published on the rns of the lse and the sens
of the jse limited on 22 july 2010
note 9 to the consolidated financial statements discloses dividends
waived
directors
the names and biographical details of the current directors are set out
on pages 44 and 45 apart from dr moyo who was appointed to the
board on 1 june 2009 mr willard who was appointed to the board on
1 august 2009 and mr armour who was appointed to the board on
1 may 2010 all directors served throughout the period lord fellowes
will retire from the board at the conclusion of the 2010 annual general
meeting details of the interests in shares andor options of the directors
who held office during the period and any persons connected to them
are set out in the remuneration report on pages 59 to 67
corporate governance
the directors remain committed to maintaining high standards of
corporate governance which they see as fundamental to discharging
their stewardship responsibilities the board strives to provide the right
leadership strategic oversight and control environment to produce and
sustain the delivery of value to all of the company’s shareholders the
board applies integrity principles of good governance and accountability
throughout its activities and each director brings independence of
character and judgement to the role all of the members of the board
are individually and collectively aware of their responsibilities to the
company’s stakeholders and the board keeps its performance and
core governance principles under regular review statements of our
application of the combined code on corporate governance are 
set out in the corporate governance report which forms part of this
directors’ report on pages 51 to 58 and the remuneration report on
pages 59 to 67
share capital
during the year the issued ordinary share capital of the company
increased from 1585366969 shares of 10 us cents each to
1654749852 shares of 10 us cents each of the 69382883 
new ordinary shares issued during the year 60000000 ordinary
shares were issued in respect of the kompania piwowarska transaction
noted earlier in this report and 9382883 ordinary shares were issued
to satisfy the exercise of options granted under the company’s share
incentive plans details of which are shown in note 25 to the consolidated
financial statements
during the year the company transferred 5300000 ordinary shares
from treasury to the sabmiller plc employees’ benefit trust for no
consideration to be used to satisfy awards outstanding under the
company’s share incentive plans at year end the company held a
total of 72068338 shares in treasury
in addition the company has 50000 deferred shares of £1 each 
in issue none of which were issued during the year
purchase of own shares
at the last annual general meeting shareholder authority was obtained
for the company to purchase its own shares up to a maximum of 10
of the number of ordinary shares in issue on 29 may 2009 this authority
is due to expire at the earlier of the next annual general meeting or 
31 october 2010 and remains exercisable provided that certain
conditions relating to the purchase are met the notice of annual general
meeting proposes that shareholders approve a resolution updating and
renewing the authority allowing the company to purchase its own shares
shares in the company were purchased during the year by the trustee
of the employees’ benefit trust details of which are provided in the
remuneration report
the company did not repurchase any shares during the year for the
purpose of cancellation holding in treasury or for any other purpose
annual general meeting
the company’s annual general meeting for 2010 will be held at the
intercontinental london park lane one hamilton place london
w1v 7qy uk at 1100am on thursday 22 july 2010 notice of 
this meeting may be obtained from the company’s website
donations
during the year the group invested us437 million in corporate 
social investment programmes of which us6122486 represented
charitable donations of this amount us224764 were charitable
donations made by the company and miller brands uk limited for
the benefit of various causes both in the uk and overseas comprising
donations in respect of community development health and education
the environment and other causes
it remains the group’s policy that political donations are only made by
exception and where permitted by local laws and must be consistent
with building multiparty democracy
to support democracy in colombia the group’s subsidiary bavaria sa
made donations totalling us2394845 to a number of political parties
and movements participating in the congressional elections
to support the democratic process in botswana group companies in
botswana made donations totalling us218451 to registered political
parties participating in the general elections
in honduras the group’s subsidiary donated soft drinks to the value 
of us5061 for the benefit of volunteers assisting during the general
elections
the board has reaffirmed the group’s policy not to make donations 
to political organisations in the european union sabmiller plc annual report 2010 directors’ report 49
employment environmental and social policies
the aim of the group is to be the employer of choice in each country
in which it operates in order to achieve this each operating company
designs employment policies which attract retain and motivate the
highest quality of staff the group is committed to an active equal
opportunities policy from recruitment and selection through training
and development appraisal and promotion to retirement within the
constraints of local law it is our policy to ensure that everyone is
treated equally regardless of gender colour nationality ethnic origin
race disability marital status sexual orientation religion or trade
union affiliation we value the benefits of employing people of different
races creeds and backgrounds in the event of employees becoming
disabled efforts are made to allow them to continue in their role or 
a suitable alternative role through making reasonable adjustments
all employees of all sabmiller group companies must adhere to a 
code of business conduct and ethics this sets out our core principles
of business conduct and ethics including being fair and ethical in all
our dealings and treating people with dignity and respect the group 
is committed to the 10 principles of the united nations global compact
this framework sets out universally accepted principles in the areas of
human rights labour the environment and anticorruption the company’s
website sets out these principles and the group’s progress towards them
the directors believe that the group’s policies and procedures for
combating bribery and corruption are robust but in light of the new
uk bribery act 2010 expected to come into force in october 2010
with its accompanying ‘adequate procedures’ guidance the group will
be conducting a thorough review of the application of its groupwide
code of business conduct and ethics to ensure that any changes
necessary to comply with the new legislation and the guidance are
identified and implemented in good time
the group is committed to regular communication and consultation with
employees and encourages employee involvement in the performance
of the company the group has implemented the distribution of real time
news on a global basis via our global intranet the news 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 a regionalcountry 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 40 to 43 gives an
overview of the progress against the group’s 10 sustainable development
priorities and of the impact of the group’s business on the environment
more detailed information is provided in the company’s sustainable
development report 2010 available on the company’s website
research and development
to ensure improved overall operational effectiveness the group 
places considerable emphasis on research and development in its
global technical activities this enables us to develop new products
packaging processes and manufacturing technologies continued
progress was made in the group’s ongoing research in the key areas
of raw materials brewing flavour stability packaging materials and
energy and water saving in july 2009 the company announced plans
to build a £2 million global brewing research facility in the uk to be
built within nottingham university’s school of biosciences our total
investment in research and development in the year under review 
was us4 million 2009 us7 million
payment of suppliers
the group’s policy is to pay invoices in accordance with the terms of
payment agreed in advance at the year end the amount owed by the
group to trade creditors was equivalent to 482 days 2009 363 days
of purchases from suppliers
overseas branches
the company does not have any branches registered overseas
going concern and audit
page 68 details the directors’ responsibilities for preparing the
consolidated financial statements as set out in that statement
the directors are satisfied that sabmiller plc is a going concern
pricewaterhousecoopers llp have expressed their willingness 
to continue in office 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 the company secretary and deputy company
secretary have also been granted indemnities on similar terms covering
their roles as company secretary and deputy company secretary
respectively of the company and as directors or as company secretary
of one or more of the company’s subsidiaries the board believes 
that it is in the best interests of the group to attract and retain the
services of the most able and experienced directors and officers by
offering competitive terms of engagement including the granting of
such indemnities
the indemnities were granted at different times according to the law 
in force at the time and where relevant are categorised as qualifying
thirdparty indemnity provisions as defined by section 309b of the
companies act 1985 and section 234 of the companies act 2006
they will continue in force for the benefit of directors and officers for
as long as they remain in their positions
substantial shareholdings
details of notifications received by the company in accordance with the
disclosure and transparency rules as at 2 june 2010 and of persons
with significant direct or indirect holdings known to the company at
year end are set out in the ordinary shareholding analyses on page
161 of this annual report
financial instruments
information on the financial risk management objectives and policies
of the group and details of the group’s exposure to price risk credit
risk liquidity risk and cash flow risk are contained in note 22 to the
consolidated financial statements
other disclosures required by the companies act 
and the disclosure and transparency rules
the company does not have any contractual or other arrangements
that individually are essential to the business of the company
the structure of the company’s share capital including the rights and
obligations attaching to each class of share and the percentage of the
share capital that each class of share comprises is set out in note 25
to the consolidated financial statements there are no securities of 
the company that grant the holder special control rights
at year end the company’s employees’ benefit trust held 8675839
ordinary shares in the company by agreement with the company the
trustees do not exercise the voting rights attached to these shares
the directors are responsible for the management of the business of
the company and may exercise all the powers of the company subject
to the company’s 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 the shareholders of the company each year at the annual
general meeting
overview business review governance financial statements shareholder information 50 directors’ report sabmiller plc annual report 2010
directors’ report continued
the company’s articles of association give the board of directors power
to appoint directors the articles of association may be amended by
special resolution of the shareholders directors appointed by the board
are required to submit themselves for election by the shareholders 
at the next annual general meeting of the company additionally as
disclosed in the corporate governance report on pages 51 to 58
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
the company’s articles of association allow directors in their absolute
discretion to refuse to register the transfer of a share in certificated
form which is not fully paid or the transfer of a share in certificated form
on which the company has a lien if that share has been admitted to
the official list the board may not refuse to register the transfer if this
would prevent dealings in the company’s shares from taking place on
an open and proper basis they may also refuse to register a transfer
of a share in certificated form unless the instrument of transfer is lodged
duly stamped if stampable at the address at which the register of the
company is held or at such other place as the directors may appoint
and except in the case of a transfer by a financial institution where a
certificate has not been issued in respect of the share is accompanied
by the certificate for the share to which it relates and such other
evidence as the directors may reasonably require to show the right 
of the transferor to make the transfer is in respect of only one class 
of share and is in favour of not more than four transferees jointly
transfers of shares in uncertificated form must be made in accordance
with and subject to the uncertificated securities regulations the
regulations the facilities and requirements of the relevant crest
system and such arrangements as the board may determine in relation
to the transfer of certificated shares subject to the regulations
transfers of shares listed on the jse in uncertificated form must 
be made in accordance with and subject to the securities services
act 2004 the rules and directives of the jse and strate ltd
certificated shares may be transferred prior to dematerialisation 
but share certificates must be dematerialised prior to trading in the
strate environment
pursuant to the company’s code for securities transactions directors
and persons discharging managerial responsibilities require and
employees may in certain circumstances require approval to deal 
in the company’s shares
no shareholder shall unless the directors otherwise determine be
entitled in respect of any share held by 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 shall 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
financial statements
votes may be exercised in person by proxy or in relation to corporate
members by a corporate representative the deadline for delivering
proxy forms is 48 hours before the time for holding the meeting
the company has a number of facility agreements with banks which
contain provisions giving rights to the banks upon a change of control
of the company a change of control of the company would also give
the 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
the company does not have any agreements with any director or
officer that would provide compensation for loss of office or employment
resulting from a takeover
john davidson
general counsel and group company secretary
for and on behalf of the board of sabmiller plc
3 june 2010 sabmiller plc annual report 2010 corporate governance 51
corporate governance
1 the directors’ report on corporate governance
the global financial crisis brought an increased focus on directors’
governance responsibilities leading the uk government to commission
a review of governance in financial institutions and caused the financial
reporting council frc to bring forward a review of the combined
code of corporate governance the combined code which contains
the principal governance rules applying to uk companies listed on the
london stock exchange
sabmiller participated in both those reviews and in submissions made
to the frc expressed the directors’ belief that the combined code
reflected good and responsible governance and was working well
however the board reiterated the fundamental and underlying point
that there seems to be an unrealistic expectation that more ‘governance’
will guarantee success or perhaps more pertinently guarantee no
failure the global financial crisis has presented an important opportunity
to review how robust corporate governance processes are and to
learn what might have been done differently however every business
has to manage risk and judgements about risk must be taken by
executives as part of the management by them of the business if
there were governance weaknesses that contributed to the current
crisis the board believes it was in the application of the code rather
than a lack of prescription within the code itself adding extra governance
requirements is likely to lead to more box ticking and hamper effective
scrutiny by nonexecutive directors by occupying time with form
rather than looking at substance key to the effectiveness of corporate
governance is the calibre of the individuals involved and their clear
understanding of their roles and responsibilities and the tools necessary
to discharge their responsibilities effectively
sabmiller’s specific submissions to the frc were directed at reinforcing
what the directors believe is and should be the philosophy behind
the frc’s approach to the code which is that prescription should be
avoided and that companies should have the flexibility to design their
own governance processes in the light of their own circumstances
and their view of the interests of their shareholders as a whole and
not to satisfy governance scorecards
the directors remain committed to maintaining high standards of
corporate governance which they see as fundamental to discharging
their stewardship responsibilities the board strives to provide the right
leadership strategic oversight and control environment to produce and
sustain the delivery of value to all of the company’s shareholders the
board applies integrity principles of good governance and accountability
throughout its activities and each director brings independence of
character and judgement to the role all of the members of the board
are individually and collectively aware of their responsibilities to the
company’s stakeholders and the board keeps its performance and
core governance principles under regular review
this report describes the board’s approach to corporate governance
and explains how it applies the principles of the combined code on
corporate governance adopted by the frc in june 2008
2 application of the combined code
the board applied all of the principles and provisions of the combined
code throughout the year ended 31 march 2010 except for one which
is that the audit committee did not consist solely of independent
directors the committee included mr devitre an altria group inc
altria nominee who is not independent for the purposes of the
combined code this is because the composition of the audit
committee is governed by our relationship agreement with altria
which was originally approved by shareholders in 2002 as part of the
miller transaction and was amended in 2005 again with shareholder
approval at the time of the bavaria transaction and under which
altria has the right to nominate a director to the audit committee
the board considers that the composition of the audit committee
remains appropriate given altria’s interest as the company’s largest
shareholder and is satisfied that having regard to the terms of the
relationship agreement between the company and altria and the
experience and background in financial matters of mr devitre the
independence and effectiveness of the audit committee in discharging
its functions in terms of the combined code continue to be considerably
enhanced and not compromised
3 board of directors composition
independence and renewal
31 composition
the board currently consists of the chairman mr kahn nine
independent nonexecutive directors including lord fellowes the
senior independent director and mr manser who will take on the 
role of senior independent director following the 2010 annual general
meeting at which lord fellowes will retire five nonexecutive directors
who are not considered to be independent and two executive directors
mr mackay the chief executive and mr wyman the chief financial
officer biographical information concerning each of the directors is
set out on pages 44 and 45
the size and certain aspects of the composition of the board and of
the audit nomination and corporate accountability and risk assurance
committees are determined primarily by the terms of our relationship
agreements with altria and with bevco ltd bevco a holding company
of the santo domingo group both of which have been approved by
the shareholders of sabmiller
the agreement with altria limits the size of the board to a maximum of
15 directors of whom no more than two are to be executive directors
up to three are to be nonexecutive directors nominated by altria up
to two are to be nonexecutive directors nominated by bevco and 
up to eight are to be nonexecutive directors appointed by the board
since 2004 in order to assist the company to apply the provision 
of the combined code that at least half the directors excluding the
chairman should be independent nonexecutive directors altria 
has only nominated two directors for appointment to the board 
and more recently has permitted the maximum number of directors
allowed under the relationship agreement to be exceeded as neither
of the altria nominees at the start of the year mr bible and mr devitre
were members of altria’s executive management and noting that the
appointment of a third altria nominee would not impact upon sabmiller’s
ability to apply that provision of the combined code altria during the
year nominated a third director mr howard willard for appointment to
the board mr willard is an executive officer of altria and was appointed
to the board with effect from 1 august 2009 the agreement with
bevco remains unchanged it allows bevco to nominate up to two 
nonexecutive directors for appointment to the board
the board is grateful to altria for its continued indulgence in permitting
for the time being the maximum number of directors allowed under the
relationship agreement to be exceeded altria and bevco have each
exercised their right under their respective agreements to nominate
one director for appointment to the nomination committee both altria
and bevco have the right to nominate directors for appointment to
the corporate accountability and risk assurance committee carac
altria has exercised this right bevco has not and as noted above
altria has the right to nominate one director for appointment to the
audit committee which it has exercised
32 independence and attendance at meetings
the board considers nine directors – mr armour ms doherty lord
fellowes mr manser mr manzoni mr morland dr moyo mr pieterse
and mr ramaphosa – to be independent for the purposes of the
combined code the board considers five nonexecutive directors
not to be independent for the purposes of the combined 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 the santo domingo group the company’s
second largest shareholder the combined code states that the test of
independence is not appropriate in relation to the chairman mr kahn
who is a former chief executive of the company
for ease of reference directors’ independence status for combined
code purposes is indicated in the table on page 52
overview business review governance financial statements shareholder information 52 corporate governance sabmiller plc annual report 2010
corporate governance continued
33 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 its directors and the experience and skills which
they bring to their duties
it is now 11 years since the company listed on the london stock
exchange sabmiller has been fortunate to retain the services of
several distinguished nonexecutive directors – the chairman lord
fellowes mr manser mr morland and mr ramaphosa – for all or most
of that period they have provided considerable stability to the board
and the board has benefited greatly from the presence of individuals
who have over time gained valuable insight into the group its markets
and the industry it is with great sadness that we have announced that
lord fellowes who has diligently served the board since the company
listed in london in 1999 will be retiring from the board in july 2010
after 11 years of distinguished service
the provisions of the combined code require the board to consider
where a director has served for a period of nine years or more whether
that director continues to be independent in respect of each of the
three independent directors who have served the board for more than
nine years and are offering themselves for reelection mr manser 
mr morland and mr ramaphosa the board has considered specifically
whether their length of service has compromised their independence
in each case the board has determined that the director concerned
remains independent of character and judgement and that there are
no relationships or circumstances which are likely to affect or could
appear to affect the director’s 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 the board has
also conducted a rigorous review of the performance of the chairman
mr manser mr morland and mr ramaphosa and considers that each
of these directors brings invaluable integrity wisdom and experience
to the board and that they continue to contribute positively to board
and committee deliberations therefore the board is entirely satisfied
as to the performance and continued independence of judgement of
each of these directors
under the combined code it is recommended that directors who have
served for more than nine years should stand for annual reelection and
accordingly the chairman mr manser mr morland and mr ramaphosa
will offer themselves for reelection for a term of one year
the board does not consider it to be in the interests of the company or
shareholders to require all directors who have served for nine years or
longer to retire at the same time and as reported in our last corporate
governance report strongly favours ensuring continuity and stability
through orderly succession
while recognising the benefits of the experience and stability brought
by its longstanding directors the board remains committed to the
progressive renewal of board membership having acted during the
year under review to bring about the appointment of dr moyo and
since the year end the appointment of mr armour
the board considers there is an appropriate balance of skills collective
experience independence and knowledge among the nonexecutive
directors
4 how the board operates
41 board meetings and attendance
during the year there were six board meetings individual directors’
attendance at board and committee meetings and at the annual general
meeting is set out in the table below in the few instances where a
director has not been able to attend a board or committee meeting
any comments which they have had arising out of the papers to be
considered at that meeting have been relayed in advance to the
relevant chairman
directors’ attendance 1 april 2009 to 31 march 2010 and committee memberships
board audit remuneration nomination carac
independent attended possible attended possible attended possible attended possible attended possible agm
j m kahn na 56 2222 ✓
e a g mackay na 6 6 2 2 ✓
m i wyman na 6 6 2 2 ✓
g c bible ✕ 66 22 ✓
d s devitre ✕ 6644 ✓
m e doherty ✓ 6644 ✓
lord fellowes ✓ 6644452222 ✓
p j manser ✓ 5644552222 ✓
j a manzoni ✓ 56 45 12 ✓
m q morland ✓ 66445522 ✓
d f moyo ✓ 44 11 ✓
c a pérez dávila ✕ 66 ✓
r pieterse ✓ 66 22 ✓
m c ramaphosa ✓ 66 2212 ✓
a santo domingo dávila ✕ 66 22 ✓
h a willard ✕ 33 11 na
considered to be independent for combined code purposes
mr kahn was unable to travel from south africa to the uk for the board meeting held in april 2009 as he was recuperating following a minor operation
mr manser was unable to attend the board meeting held in april 2009 because of a longstanding prior commitment
in march 2010 the company held meetings of the board and key committees in south africa which had originally been scheduled for february 2010 as a result of
the rescheduling
– mr manzoni was unable to attend the board remuneration committee and carac meetings as they clashed with a talisman energy board meeting in canada
and
– mr ramaphosa was unable to attend the carac meeting as a result of a clash with a longstanding prior engagement
in consequence of the triennial review of the structure of the group’s remuneration policies an additional meeting of the remuneration committee was called in march
2010 lord fellowes was unable to attend this meeting due to a prior commitment
mr armour is not included in the table as he joined the board with effect from 1 may 2010 sabmiller plc annual report 2010 corporate governance 53
42 operation of the board
the board sets the strategic objectives of the group determines
investment policies agrees on performance criteria and delegates 
to management the detailed planning and implementation of those
objectives and policies in accordance with appropriate risk parameters
the board monitors compliance with policies and achievement against
objectives by holding management accountable for its activities through
monthly and quarterly performance reporting and budget updates in
addition the board receives regular presentations on a rotational basis
from the divisional managing directors as well as from directors of 
key group functions marketing corporate affairs supply chain and
human resources and legal enabling it to explore specific 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
43 matters reserved for the board
there is a schedule of matters which are dealt with exclusively by the
board these include approval of financial statements the group’s
business strategy the annual capital expenditure plan major capital
projects major changes to the group’s management and control structure
material investments or disposals risk management strategy social
and environmental policy and treasury policies
the board governs through clearly mandated board committees
accompanied by monitoring and reporting systems each standing
board committee has specific written terms of reference issued by the
board and adopted in committee the terms of reference of the audit
remuneration and nomination committees are available on the company’s
website or on request from the company secretary all committee
chairmen report orally on the proceedings of their committees at the
next meeting of the board and the minutes of the meetings of all board
committees are included in the papers distributed to board members
in advance of the next board meeting
44 conflicts of interest
the directors are required to avoid a situation where they have or 
can have a direct or indirect interest that conflicts or possibly may
conflict 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 conflicts of interest that may arise and to impose
such limits or conditions as it thinks fit procedures are in place for the
disclosure by directors of any such conflicts and for the appropriate
authorisation to be sought if a conflict arises these procedures have
been operating effectively
45 the roles of executive and nonexecutive directors
the executive directors are responsible for proposing strategy and for
making and implementing operational decisions nonexecutive directors
complement the skills and experience of the executive directors bring
independent judgement and contribute to the formulation of strategy
policy and decisionmaking through their knowledge and experience
of other businesses and sectors
46 information and training
the board and its committees are supplied with full and timely information
including detailed financial information to enable directors to discharge
their responsibilities all directors have access to the advice of the
company secretary independent professional advice is also available
to directors in appropriate circumstances at the company’s expense
and the committees have been provided with sufficient resources to
undertake their duties none of the directors has sought independent
external advice through the company the company secretary is
responsible for advising the board through the chairman on matters
of corporate governance
following the appointment of new directors to the board directors are
briefed on the duties they owe as directors to the company and tailored
induction programmes are arranged which involve industryspecific
training and include visits to the group’s businesses and meetings with
senior management as appropriate new directors are briefed on internal
controls at business unit level and are advised of the legal and other
duties they have as directors of a listed company as well as on relevant
company policies and governancerelated matters the company
arranges for major shareholders to have the opportunity to meet new
appointees the company is also committed to the continuing development
of directors in order that they may build on their expertise and develop
an ever more detailed understanding of the business and the markets
in which group companies operate members of board committees 
are encouraged to attend internal and external briefings and courses
on aspects of their respective committee specialities and regular updates
on relevant legal regulatory corporate governance and technical
developments are presented to committee members and as appropriate
to the board
47 outside appointments
nonexecutive directors may serve on a number of outside boards
provided that they continue to demonstrate the requisite commitment
to discharge effectively their duties to sabmiller the nomination
committee keeps the extent of directors’ other interests under review
to ensure that the effectiveness of the board is not compromised the
board is satisfied that the chairman and each of the nonexecutive
directors commit sufficient time to the fulfilment of their duties as
chairman and directors of the company respectively
the board believes in principle in the benefit of executive directors
and members of the executive committee accepting nonexecutive
directorships of other companies in order to widen their experience
and knowledge for the benefit of the company accordingly executive
directors and members of the executive committee are permitted to
accept external nonexecutive board appointments subject to the
agreement of the board and are allowed to retain any fees received
from such appointments
mr mackay is a nonexecutive director of reckitt benckiser group plc
and is the senior independent director and a member of the remuneration
committee of that company he is also a member of the board of
philip morris international inc and serves on three of its committees
compensation and leadership development finance and product
innovation and regulatory affairs the board remains entirely satisfied
that these duties do not impinge on mr mackay’s commitment and
ability to discharge fully his duties to the company and that his service
on the boards of two global consumer product companies which
operate in many of the developed and emerging markets in which the
company also has businesses continues to give mr mackay valuable
additional insights and knowledge which enhance his ability to fulfil his
duties as chief executive of the company
during the year after consultation with the chairman and the chief
executive and with the agreement of the board mr wyman accepted
appointment as a nonexecutive director of nedbank group limited a
company whose shares are listed on the johannesburg stock exchange
and of its subsidiary nedbank limited he is a member of the audit
and remuneration committees of nedbank group limited the board is
satisfied that mr wyman’s position with nedbank a major south african
financial institution is complementary to his role as chief financial officer
and widens his experience and knowledge to the benefit of the company
fees earned by mr mackay and mr wyman from their appointments
are set out in the remuneration report on page 64
48 chairman chief executive and 
senior independent director
the roles of chairman and chief executive are separate with responsibilities
divided between them this separation of responsibilities is formalised
in their respective letters of appointment approved by the board there
were no significant changes to the chairman’s external commitments
during the year
overview business review governance financial statements shareholder information 54 corporate governance sabmiller plc annual report 2010
corporate governance continued
the chairman is available to consult with shareholders throughout 
the year and in the month prior to the annual general meeting he
also invites major shareholders to meet with him to deal with any
issues the board is kept informed of the views of shareholders
through regular updates from the chairman the company secretary
and the executive directors as well as through the inclusion in the
board papers of reports on commentaries of and exchanges with
shareholders and investor bodies
the senior independent director is currently lord fellowes who will
retire from the board in july 2010 and will be succeeded by mr manser
both lord fellowes and mr manser chair or serve on all four main
committees of the board and are therefore well placed to influence
the governance of the company and to meet their responsibilities as
senior independent director the senior independent director serves
as an additional contact point for shareholders should they feel that
their concerns are not being addressed through the normal channels
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 the management of the company
in the year under review the chairman hosted a meeting of the non
executive directors without the executive directors present the senior
independent director also held a meeting of nonexecutive directors
without the presence of the chairman at which among other things
the performance of the chairman was discussed
49 board committee and director performance evaluation
a formal evaluation of the performance and effectiveness of the board
and of the audit remuneration nomination and corporate accountability
and risk assurance committees is carried out each year led by the
chairman with input from the senior independent director and in
consultation with other directors and the company secretary the
process was once again facilitated by completion by each director of
a questionnaire and supplemented by individual meetings between
the chairman and other directors where necessary the questionnaire
is refined each year as appropriate to focus on the progress made in
addressing the key issues raised in the previous performance and
effectiveness evaluation conducted for the previous year mr armour
was not included in this process which had been completed before
he joined the board
the performance of the chief executive is reviewed by the remuneration
committee and this review is shared with and considered by the board
the performance of the chief financial officer is reviewed by the chief
executive and the remuneration committee and reported on to the
board by the remuneration committee each nonexecutive director’s
performance is evaluated by the chairman in consultation with the
senior independent director who in turn consults with the executive
directors and the company secretary the chairman’s performance is
evaluated against the same criteria by the senior independent director
the nonexecutive directors and the company secretary taking into
account the views of the executive directors
in considering the contribution of individual directors for the year under
review performance was assessed against the company’s selected
criteria of strategy expertise in their field ethics and governance factors
commitment profile knowledge of the industry and team contribution
culminating in an overall contribution rating the chairman was satisfied
that the performance assessment process and criteria adequately
covered all of the appraisal factors suggested by the higgs report 
a rating scale of ‘poor’ ‘below average’ ‘average’ ‘above average’
and ‘fully satisfactory’ was used in assessing directors’ performance
against the criteria the performance and contribution of each director
was assessed as either ‘above average’ or ‘fully satisfactory’ while
recognising the importance of the different roles played by individual
directors in bringing a balanced overall view to the board in reviewing
the performance of the board and its committees the chairman and
the senior independent director were aligned in their conclusion that
measured against the principal duties expected of it the board including
by extension its standing and ad hoc subcommittees continued 
to operate effectively and to meet in full its obligations to support
management to monitor performance across a wide area and to
maintain its strategic oversight
in a meeting of the chairman the senior independent director the
committee chairmen and the company secretary the results of the
performance and effectiveness evaluations conducted in respect of
the board each of the directors the chairman the senior independent
director and each of the board’s four standing committees were
reviewed regarding the board committees each of the committee
chairmen expressed their views regarding the operation of his committee
against its terms of reference and the performance and effectiveness
of that committee these views were discussed in an open and
constructive manner with recommendations arising from the discussions
being brought forward to the board and the respective committees
the conclusion of this meeting was that the board was balanced and
operated effectively and that the board committees discharged their
duties under which their respective terms of reference operated effectively
each of the directors and the chairman had been assessed to be
performing at least satisfactorily and continued to demonstrate
commitment to their respective roles and to devote sufficient time 
to the fulfilment of their duties
the results of the performance and effectiveness assessment process
as outlined above were reviewed in full and approved by the board
the board is satisfied with the developments made in addressing the
matters identified in the 2009 evaluation as requiring further consideration
and will address the minor areas identified in the most recent evaluation
process during the forthcoming period
at the forthcoming annual general meeting two directors mr devitre
and mr wyman are required to seek reelection in accordance with
the company’s articles of association having served for three years
since their last election as noted in section 33 of this report the
chairman mr manser mr morland and mr ramaphosa have each
served continuously on the board for more than nine years and
accordingly offer themselves for reelection annually
the chairman confirms that each of the directors offering themselves
for reelection continues to perform effectively and to demonstrate
commitment to his role in addition the chairman confirms that in
relation to each of the directors who will have served for over nine years
the board is satisfied with his performance and has determined that
the length of their service does not compromise their independence
lord fellowes as senior independent director confirms that the
chairman continues to perform effectively and to demonstrate
commitment to his role
biographical details of mr armour and mr willard who are standing
for election and of the directors who are standing for reelection 
are included on pages 44 and 45 of this report
410 retirement of directors
new directors are subject to election at the first annual general
meeting following their appointment and directors are subject to
retirement and reelection by shareholders every three years the
reappointment of nonexecutive directors is not automatic the board
has determined that nonexecutive directors who have served for nine
years will be asked to stand for reelection annually provided that the
board remains satisfied both with the director’s performance and that
nine years’ continuous service does not compromise the director’s
continuing independence
411 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 sabmiller plc annual report 2010 corporate governance 55
5 the board’s committees and the 
executive committee
51 the executive committee
the board delegates responsibility for determining and implementing 
the group’s strategy and for managing the group to the chief executive
mr mackay who is supported by the executive committee excom
which he chairs excom members are appointed by mr mackay the
other members of excom are the chief financial officer mr wyman 
the divisional managing directors responsible for managing the group’s
regional hubs africa asia europe and latin america the managing
director of the south african breweries limited the directors of key
group functions corporate affairs marketing and supply chain and
human resources and the general counsel and group company
secretary excom’s purpose is to support the chief executive in carrying
out the duties delegated to him by the board and in that context excom
coordinates brand and operational execution delivers strategic plans
budgets and financial reports for the board’s consideration and through
the chief executive reports on these matters to the board
excom also ensures that effective internal controls are in place and
functioning and that there is an effective risk management process 
in operation throughout the group
52 the disclosure committee
the disclosure committee consists of the chairman the chief
executive the chief financial officer the senior independent director
and the company secretary or the deputy company secretary the
function of the disclosure committee in accordance with the group’s
inside information policy is to assure compliance with the disclosure
and transparency rules and the listing rules and to ensure that the
routes of communication between excom members the disclosure
committee the general counsel’s office the company secretarial office
and investor relations are clear and provide for rapid escalation to the
disclosure committee and key advisers of any decision regarding potential
inside information so that the company is able to comply fully with its
continuing obligations under the disclosure and transparency rules
and the listing rules
53 the audit committee
during the year under review the audit committee was chaired by 
mr manser who has been chairman of the committee since may 2002
mr manser qualified as a chartered accountant in 1964 and was made
a fellow of the institute of chartered accountants in 1976 further
biographical information concerning mr manser is set out on page 45
lord fellowes who will step down from the committee upon his
retirement in july 2010 mr morland mr devitre and ms doherty served
on the committee throughout the year mr morland has been a member
of the committee from its first meeting on 13 april 1999 lord fellowes
was appointed to the committee on 1 june 2001 ms doherty on 
1 april 2006 and mr devitre on 16 may 2007 the chairman has
recent and relevant financial experience as does ms doherty who
was chief financial officer of brambles limited until november 2009
and was previously group international finance director of tesco
plc and mr devitre having until 31 march 2008 held the position of
chief financial officer of altria mr armour who was appointed to the
audit committee on 1 may 2010 also has recent and relevant financial
experience being the chief financial officer of reed elsevier group
plc a position he has held since 1996 and of its parent companies
reed elsevier plc and reed elsevier nv the committee met four
times during the year the external auditors the chief executive the
chief financial officer and the chief internal auditor attended each
meeting by invitation other members of the management team
attended as required
the work of the committee during the year included consideration 
of the following matters
■
in respect of the year ended 31 march 2009 the annual financial
statements and the preliminary announcement before their submission
to the board for approval including consideration of the group on a
going concern basis with particular reference to balance sheet and
treasury considerations
■
the interim financial statements and interim announcement
■
the accounting treatment of the major business capability programme
being undertaken throughout the group and of the broadbased
black economic empowerment transaction in south africa
■
reports from the external auditors on the annual and interim financial
statements approval of the audit plan and fee proposal for the 2010
year end audit
■
developments in accounting standards and the group’s responses
■
the progress of the year’s internal audit programme and matters arising
■
the effectiveness of the internal audit function and the appointment
of the new chief internal auditor
■
the group’s state of readiness for compliance with section 404 of the
us sarbanesoxley act although the company is not an sec registrant
and is not required to comply with sarbanesoxley standards
■
the results of the group’s biannual letters of representation and
management’s investigation and followup of any instances of 
noncompliance
■
the internal control environment and risk management systems and
the group’s statement on internal control systems prior to endorsement
by the board
■
material legal developments
■
the effectiveness of the external auditors and the recommendation
to the board of the reappointment of pricewaterhousecoopers llp
as the external auditors
■
the length of tenure of the audit engagement partner and whether to
seek an extension of that tenure from pricewaterhousecoopers llp
as detailed in section 6 of this report
■
the policy on auditor independence and nonaudit services 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 defined in the committee’s terms of reference
and has been engaged in ensuring that appropriate standards of
governance reporting and compliance are being met the committee
has advised the board on issues relating to the application of accounting
standards as they relate to published financial information
the 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 audit committees
are also available to the audit committee
during the year the committee met with the external auditors and 
with the chief internal auditor without management being present
in addition to the review of the committee’s performance terms of
reference and effectiveness led by the chairman of the board the
committee critically reviewed its own performance during the year 
by means of a questionnaire which each member of the committee
completed independently the committee chairman then reviewed the
responses and conducted onetoone discussions with members of
the committee where he felt it was necessary the results of the self
assessment and any action plans arising were then reported to the board
54 the nomination committee
during the year the nomination committee was chaired by mr kahn
lord fellowes mr bible mr manser mr morland mr ramaphosa and
mr santo domingo were members of this committee throughout the
year mr manzoni an independent nonexecutive director was appointed
to the committee with effect from 19 may 2010 lord fellowes will
step down from the committee upon his retirement in july 2010 the
committee is empowered to consider the composition of the board
and its committees it is asked to consider the retirement appointment
and replacement of directors and is required to make appropriate
recommendations to the board
the nomination committee has continued to evaluate the balance of
skills knowledge and experience of the board and is committed to the
progressive renewal of the board through orderly succession appropriate
succession plans for the nonexecutive directors for the executive
directors and for senior management were also kept under review
overview business review governance financial statements shareholder information 56 corporate governance sabmiller plc annual report 2010
corporate governance continued
where nonexecutive vacancies arise the committee may use the
services of external consultants in order to identify suitable candidates
for the board to consider candidates are shortlisted for consideration
by the nomination committee on the basis of their relevant corporate
or professional skills and experience strong shortlists for the positions
filled recently by dr moyo and mr armour both of whom the committee
regarded as outstanding candidates were derived after extensive
consultation an external search firm was not involved in these
appointments the committee’s recent engagement of a leading search
firm for a similar position not having yielded any suitable candidates 
in accordance with the terms of the relationship agreement with altria
the only executive directors appointed to the board are the chief
executive and the chief financial officer
55 the remuneration committee
during the year the remuneration committee consisted entirely of
independent directors mr morland chairman lord fellowes mr
manzoni and mr manser mr armour an independent nonexecutive
director was appointed to the committee with effect from 19 may
2010 lord fellowes will step down from the committee upon his
retirement in july 2010
the committee is empowered by the board to set shortterm and
longterm remuneration for the executive directors and members of
the executive committee more generally the committee is responsible
for the assessment and approval of a broad remuneration strategy 
for the group and for the operation of the company’s sharebased
incentive plans this includes determination of shortterm and long
term incentives for executives across the group
the remuneration committee has implemented its strategy of ensuring
that employees and executives are rewarded for their contribution to
the group’s operating and financial performance at levels which take
account of industry market and country benchmarks to ensure that
the executives’ goals are aligned to those of the company share
incentives are considered to be critical elements of executive incentive
pay during the year the committee engaged the services of consultants
kepler associates these consultants have no other connection with
the company at levels below the company’s executive committee the
company’s management consults among others hay consulting and
towers watson on a project basis
specifically during the year the work of the remuneration committee
included
■
reviewing trends in global executive remuneration and governance
■
conducting the triennial review of the structure of the group’s
remuneration policies and consulting with the group’s major
shareholders and institutional investor representative bodies 
on the changes identified by the committee as desirable
■
reviewing the key elements and design of the group’s longterm
incentive schemes including peer comparator group composition
■
reviewing global benchmarking methodologies and outcomes
■
reviewing and approving performance hurdles for short and 
longterm incentive awards
■
reviewing and approving longterm incentive awards for executive
committee members
■
reviewing and approving total remuneration for the executive
directors and executive committee members and
■
reviewing and approving the draft remuneration report
more details of the company’s remuneration policy can be found 
in the remuneration report on pages 59 to 67
56 the corporate accountability and risk assurance
committee carac
lord fellowes chaired the committee throughout the year mr kahn
mr mackay mr manser mr manzoni mr pieterse mr ramaphosa 
and mr wyman served as members for the entire period dr moyo and 
mr willard joined the committee on 10 september 2009 and dr moyo will
succeed lord fellowes as chair of the committee upon his retirement
in july 2010 additionally the director of corporate affairs ms clark
met regularly with the chairman of carac to discuss implementation
and planning issues and attended all meetings of the committee
the objective of carac is to assist the board in the discharge of 
its responsibilities in relation to corporate accountability including
sustainable development corporate social responsibility corporate
social investment and ethical commercial behaviour more details of
the committee’s activities can be found in the sustainable development
review section of this report and in the company’s separate sustainable
development report which is available on the company’s website and
upon request in hard copy
during the year the carac focused on companyspecific and industry
issues which are critical to protecting the company’s licence to operate
6 relationship with auditors
pricewaterhousecoopers were appointed as auditors of the company on
8 february 1999 subsequently becoming pricewaterhousecoopers
llp pwc in 2003
the company has in place a formal policy on auditor independence
and nonaudit services with which the external auditors are required to
comply to ensure that the independence of the auditors is not impaired
by the nature of nonaudit work the policy stipulates work which is
permitted or not permitted to be performed by the auditors and provides
for appropriate approval and oversight processes as a further safeguard
pwc confirm 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 its nonaudit
services has not impaired the audit of the company note 3 to the
consolidated financial statements has a breakdown of nonaudit services
provided to the group by the auditors for the year under review
the audit committee is satisfied that for the period under review the
independence of the auditors has not been affected by the provision
of nonaudit services fees in respect of nonaudit services provided
by pwc were primarily related to services relating to taxation our
major business capability programme and to transaction services
the committee has also implemented a formal system for the review
of the effectiveness of the external auditors this process involves 
the external auditors presenting to the committee their proposed 
audit strategy followed by the output of their initial discussions with
management at the audit committee meeting in may the external
auditors present the output of their detailed yearend work in making
its assessment of external auditor effectiveness the committee reviews
the audit engagement letters before signature by management reviews
the external auditors’ summary of group and subsidiary issues and
management’s response to the summary and conducts an overall
review of the effectiveness of the external audit process and the external
auditors this review is facilitated by the use of templates that rate
effectiveness across 18 key criteria following the review the committee
makes a recommendation to the board on the reappointment of the
external auditors by the shareholders the committee has not adopted
a policy on tendering frequency since it prefers to conduct an annual
assessment of the auditors’ effectiveness there are no contractual
obligations restricting the company’s choice of external auditor
with the signing of the audit opinion in this annual report the 
audit engagement partner has completed five years in this role the
committee has requested pwc pursuant to the auditing practices
board’s revised ethical standard es 3 – long association with the
audit engagement to agree to an extension of the audit engagement
partner’s tenure by one year this was sought in order to safeguard
the quality of the audit primarily due to the significant changes to key
business processes arising from implementation of the major business
capability programme being undertaken throughout the group and
the consequent shift in the profile of operational tax compliance and
reporting risks pwc has acceded to this request sabmiller plc annual report 2010 corporate governance 57
7 relations with shareholders
during the year the company has continued to promote dialogue 
with its major institutional shareholders all shareholders were again
encouraged to attend the annual general meeting held in july 2009
which provides shareholders with the opportunity to ask questions 
of the board and chairmen of all the board committees similarly 
all shareholders were encouraged to attend the general and court
meetings held in january 2010 at which they were asked to consider
our broadbased black economic empowerment transaction at 
the meetings all resolutions were put to a poll with the results being
published on the regulatory news service and on the company’s
website a transcript of the general and court meetings was also
made available on the company’s website
alongside the facilities offered by the company secretary’s department
the company maintains a dedicated investor relations function which
reports to the director of corporate affairs the investor relations team
builds and maintains longterm relationships with institutional investors
and analysts and in partnership with our corporate and divisional
management teams and within the scope of regulatory constraints
gives presentations on regional business outlooks and strives to ensure
that these are understood across the global equity markets in subsequent
onetoone meetings with investors occasional business site visits are
also arranged dialogue on socially responsible investment is handled
by the head of sustainable development in the corporate affairs
department who undertakes focused briefings with interested investors
and stakeholders
in addition to scheduled managementled programmes in which
executives interact with investors and analysts the chairman has
independently initiated formal contact with all shareholders or their
representatives holding more than 1 of the issued share capital of
the company the purpose of this contact is to enable the chairman
to address any queries shareholders may have regarding the governance
of the company or nonoperational aspects of company strategy it is
also more broadly designed to give the board a greater awareness of
shareholder concerns during the year this invitation was taken up by
two shareholders and following the year end the chairman and the
senior independent director accompanied by mr manser and the
company secretary met with representatives from the investment
committee of the association of british insurers alongside the chairman
the senior independent director is also available to discuss issues
with shareholders and views expressed will be communicated by the
chairman to the board during the year one shareholder requested a
meeting with the senior independent director as part of this initiative
and recognising that given the geographic spread of our shareholders
it is not possible for all shareholders to attend our general meetings
the chairman offers to meet with significant shareholders in the month
before the annual general meeting specifically to deal with issues arising
from the annual report and notice of the annual general meeting no
shareholders took up this invitation in 2009 all nonexecutive directors
of the company are invited to participate in this process institutional
and shareholder comment on the annual report is conveyed to the
board through the audit and remuneration committees and the
company secretary
in addition the remuneration committee this year conducted an extensive
consultation process with major shareholders and institutional investor
representative bodies to discuss the outcome of the committee’s
triennial review of the structure of the group’s remuneration policies
as more fully described in the remuneration report
8 risk management
the group’s risk management system is subject to regular review to
ensure compliance with the requirements of the combined code and
the turnbull guidance 2005 on internal control and risk management
81 risk and the board of directors
the directors are ultimately responsible for the group’s risk management
system and for reviewing its effectiveness the risk management
system is designed to manage rather than eliminate the risk of failure
to achieve business objectives and there is an ongoing process in place
for identifying assessing managing monitoring and reporting on the
significant risks faced by individual group companies and by the group
as a whole this process has been in place for the year under review up
to the approval of the annual report and accounts the principal risks
and uncertainties facing the group are set out on pages 24 and 25
82 executive committee
excom has specific responsibility as the risk management committee
for the group’s system of risk management excom reviews the group’s
significant risks and subsequently reports to the board on material
changes and the associated mitigating actions
in accordance with the turnbull guidance 2005 reviews on the
effectiveness of the risk management system were carried out by 
the risk management committee in april and september 2009 and 
in april 2010
83 enterprisewide risk management
excom views the careful and appropriate management of risk as a key
management role managing business risk to deliver opportunities is 
a key element of all our business activities this is undertaken using 
a practical and flexible framework which provides a consistent and
sustained approach to risk evaluation the business risks which may
be strategic operational financial environmental or concerning the
group’s reputation are understood and visible the business context
determines in each situation the level of acceptable risk and controls
we continue to seek improvement in the management of risk by
sharing best practice throughout the organisation
key features of the group’s system of risk management are
■
group statements on strategic direction ethics and values
■
clear business objectives and business principles
■
an established risk policy
■
a continuing process for identification and evaluation of significant
risks to the achievement of business objectives
■
management processes in place to mitigate significant risks to 
an acceptable level
■
ongoing monitoring of significant risks and internal and external
environmental factors that may change the group’s risk profile and
■
a regular review by the group of both the type and amount of external
insurance that it buys bearing in mind the availability of such cover
its cost and the likelihood and magnitude of the risks involved
in addition to excom’s biannual reports to the board on key risks
there is a process of regular reporting to the board through the audit
committee on the status of the risk management process our
approach has been strengthened during 2010 by further integrating
strategic planning internal audit and other risk control specialists into
line management’s risk processes and simplifying risk reporting
key reports include those that identify assess and monitor strategic
and operational risks in each division and on a group basis
9 internal control
the turnbull guidance sets out best practice on internal control for
uk listed companies to assist them in assessing the application of 
the combined code’s principles and compliance with the combined
code’s provisions with regard to internal control
the group’s systems of internal control are designed and operated to
support the identification evaluation and management of risks affecting
the group including in relation to the financial reporting process and
the preparation of consolidated accounts and the business environment
in which it operates as such they are subject to continuous review 
as circumstances change and new risks emerge the company has
maintained a state of readiness for compliance with s404 of the
sarbanesoxley act through the internal financial control ifc programme
this is a voluntary initiative and has led to a further strengthening of
internal control systems and processes within the group
overview business review governance financial statements shareholder information 58 corporate governance sabmiller plc annual report 2010
corporate governance continued
key features of the systems of internal control are
■
the risk management system described in the preceding section
■
written policies and procedures within our businesses which are
detailed in policy manuals
■
clearly defined lines of accountability and delegation of authority
■
identification and regular testing of key financial controls through 
the ifc programme
■
key policies employed in managing operating risk involve
segregation of duties transaction authorisation monitoring 
financial and managerial and comprehensive reporting and 
analysis against approved standards and budgets
■
group treasury operations which manage exposure to interest 
rate counterparty liquidity and currency transaction risks and co
ordinate the activities of group companies in this area treasury
policies risk limits and monitoring procedures are reviewed 
regularly by the audit committee on behalf of the board
■
a group tax risk and tax operating framework which forms the 
basis of tax governance across the group and is managed by 
a group tax function which monitors tax risk and implements
strategies and procedures to control it
■
minimisation of operating risk by using appropriate infrastructure
controls systems and people throughout the businesses and
■
business continuity planning including preventative and contingency
measures backup capabilities and the purchase of insurance
assurance on compliance with systems of internal control and on 
their effectiveness is obtained through regular management reviews
review of key financial controls internal audit reviews and quality
assurance described in section 10 below testing of certain aspects 
of the internal financial control systems by the external auditors during
the course of their statutory examinations and regular reports to 
the audit committee by the external auditors the group’s divisional
finance control and assurance committees consider the results of
these reviews to confirm that controls are functioning and to ensure
that any material breakdowns and remedial actions have been
reported to the appropriate boards of directors this does not apply 
in respect of the group’s associated undertakings or joint ventures
at the half year and at the year end the divisional managing directors
and finance directors of all the group’s operations and each of the
group’s functional directors are required to submit formal letters of
representation on controls compliance and notification of continuing
or potential material financial and legal exposures
these letters form the subject of reports to the audit committee 
they cover all subsidiary companies but do not cover joint ventures 
or associates except for millercoors and tsogo sun which submit
tailored letters of representation where material group executives 
sit on the boards of associated companies directors and members 
of the executive committee also make annual written declarations 
of interests and are obliged to report without delay any potential 
or actual conflicts of interest which may arise
the directors are responsible for the group’s systems of internal 
control and for reviewing their effectiveness annually the board 
has conducted a review of the effectiveness of the group’s internal
controls covering material financial operational and compliance
controls and risk management systems for the year under review
necessary actions have been or are being taken to remedy any
significant weaknesses identified from the board’s review of the
internal control system the systems of internal control are designed 
to manage rather than eliminate the risk of failure to achieve business
objectives and can provide reasonable but not absolute assurance
against material misstatement or loss in reviewing these the board
has taken into account the results of all the work carried out by
internal and external auditors
the board with advice from the audit committee has completed 
its annual review of the effectiveness of the system of internal control
for the period since 1 april 2009 in accordance with the turnbull
guidance and is satisfied that this system is in accordance with that
guidance and that it has been in place throughout the year under
review and up to the date of this report
10 internal audit
the global internal audit function consists of local and regional 
internal audit functions operating in each of the group’s principal
business units centrally coordinated by the group internal audit 
team and led by the chief internal auditor in keeping with the group’s
decentralised collaborative management structure the local internal
audit functions report to local senior finance management but have
direct access to local audit committees group internal audit and 
the chief internal auditor the local and regional audit functions have
continuous unfettered interface with the group internal audit function
which reports directly to the chief financial officer and has direct
access to the audit committee through the chief internal auditor
internal audit activities are performed either by teams of appropriate
qualified and experienced employees or through the engagement of
external practitioners upon specified and agreed terms with equivalent
access the chief internal auditor prepares formal reports for each
audit committee meeting as to the consolidated activities and key
findings of the global internal audit function
the global internal audit function utilises a standardised groupwide
internal audit methodology and has implemented a formal global
quality assurance and effectiveness programme accordingly detailed
quality review assessments are performed with regard to the local 
and regional internal audit teams to ensure compliance with defined
quality and performance measures this process provides a basis 
for the annual review of the effectiveness of the global internal audit
function and results in a formal report prepared by the chief internal
auditor to the audit committee to support the committee’s formal
annual assessment of the effectiveness of internal audit in addition
periodic reviews by independent external consultants are undertaken
when deemed necessary by the audit committee
the audit committee has therefore satisfied itself that adequate
objective internal audit assurance standards and procedures exist
within the group and that continuous improvement in the quality 
and objectivity of the global internal audit function remains a primary
objective of the department
11 whistleblowing measures
all employees in subsidiaries within the group have the opportunity 
to make confidential disclosures about suspected impropriety and
wrongdoing the company secretary or the deputy company secretary
in consultation with the chief internal auditor where appropriate
decide on the appropriate method and level of investigation the audit
committee is notified 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 fit
john davidson
general counsel and group company secretary 
for and on behalf of the board of sabmiller plc
3 june 2010 sabmiller plc annual report 2010 remuneration report 59
remuneration report
introduction
this report and the recommendations of the remuneration committee
have been approved by the board and will be submitted to shareholders
for approval at the 2010 annual general meeting 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 2010 the company applied the provisions 
of the combined code relating to remuneration
information not subject to audit
composition and terms of reference of the
remuneration committee
during the year ended 31 march 2010 the members of the committee
were mr morland chairman lord fellowes mr manser and mr manzoni
mr bible mr willard mr santo domingo and mr kahn joined meetings
as observers also present were the chief executive mr mackay the
general counsel and company secretary mr davidson the deputy
company secretary mr shapiro and the group head of compensation
and benefits mr scoones except when their own remuneration was
discussed mr armour joined the committee on 19 may 2010
the committee deals with the remuneration of the executive directors
and other members of the executive committee as well as approving
all grants under the company’s share incentive plans in accordance
with terms of reference approved by the board consideration is also
given to the company’s groupwide compensation and incentive
policies to ensure alignment when setting the remuneration of
executive directors the committee has the discretion to consider
corporate performance on environmental social and governance
issues and has oversight to ensure that the incentive structure for
senior management does not raise environmental social or governance
issues by inadvertently motivating irresponsible or shortterm behaviour
advisers
in the course of its deliberations the committee considered the 
views of the chief executive on the remuneration and performance 
of the members of the executive committee the company secretary
and the group head of compensation and benefits also provided
information to the committee on the coordination of global pay
policies expatriate and local pay for international deployments 
equity usage through share incentive plans and on legal regulatory
and governance issues
kepler associates has been appointed by the committee to provide
advice on longterm incentive design information on current market
practices and metrics on performance conditions specifically relative
tsr and other remuneration matters kepler associates does not
provide any other advice or services to the group
review of the group’s remuneration policies
the committee last reviewed the overall structure of the group’s
remuneration policies in 2006 when it adopted policies which were
designed to target executive directors’ total compensation at or near
the comparative upper quartile if the group achieved upper quartile
performance in accordance with its expressed intention to review 
the structure of the group’s remuneration policies at approximately
threeyearly intervals the committee conducted a detailed review
during the second half of the year ended 31 march 2010 to ensure
that remuneration structures remained appropriate and continued 
to focus on alignment with shareholders’ interests and linkage to
sabmiller’s longterm strategic goals the committee was guided by
the philosophy that shareholder interest and shareholder alignment
should be placed at the forefront alongside the need to reaffirm that
senior executives within the bounds of appropriate governance
limitations would have confidence that the incentive plans would
deliver superior reward for superior performance and little or no
incentive reward for average or underperformance
on balance the committee concluded that its policy of agreeing a
total remuneration package for each executive director comprising 
an annual base salary a shortterm incentive in the form of an annual
cash bonus longterm incentives through participation in share incentive
plans pension contributions other usual security and health benefits
and benefits in kind continued to be appropriate the committee
concluded that there was no requirement to change its approach to
the setting of base salaries pensions and other benefits which were
intended to establish a level of fixed pay which is competitive with
appropriate global comparators the committee also concluded that
the variable pay elements provided by shortterm and longterm
incentives lti should continue to form a significant proportion of executive
directors’ pay and that most aspects of the current incentive design
worked well together to align the interests of the executive directors
and executive committee members with the interests of shareholders
however the committee determined that it could further strengthen
alignment of senior executives with shareholder interests by modifying
the tsrbased performance share component of the overall package
the committee proposed that the relative tsr performance condition
should be replaced with a new tsrbased performance condition 
to be communicated to shareholders and senior executives as a
‘value sharing’ performance condition under which executives will 
be given the right to receive a predefined number of shares for each
£10 million of additional shareholder value delivered over the life of 
an award additional shareholder value is defined as growth in market
capitalisation of sabmiller plus net equity cash flows in excess of the
performance of the weighted median of a group of peer companies
to the extent that surplus value above the median is created executives
will be able to exercise these awards at quarterly intervals between
years three and five of the performance period however unlike the
existing tsrbased performance condition under which 25 of the
awards vest on reaching the median performance of the relevant
comparator group and 100 vest on reaching upper quartile
performance no awards will vest at median performance under the
new performance condition on the other hand executives will be able
to continue earning additional shares to the extent that performance
exceeds the upper quartile with an overall cap at the point at which
the outperformance above the median equals the company’s initial
market capitalisation in effect the committee decided that executives
would receive no value for performance that is at median and less
value for performance that is just above median but would have the
opportunity to earn more for performance which exceeds the upper
quartile or upper decile
the principles underlying the proposed new value sharing condition
were reviewed with the company’s two largest shareholders holding
between them approximately 43 of the company’s shares who
expressed their support for the proposed change the committee
then commenced a process of consultation and discussion by 
writing to the company’s next 10 largest shareholders and to selected
institutional investor representative bodies to set out the details of the
proposed change to provide them with the opportunity to comment
on the proposal and to offer to discuss any concerns or questions
which shareholders might have three shareholders accepted the
invitation to engage in discussions and each expressed themselves
to be broadly supportive of the proposed change in principle while
offering differing and sometimes conflicting views on a number of
aspects either of the proposed change or other aspects of the group’s
wider remuneration structure in addition one shareholder submitted
written comments and the association of british insurers submitted
written comments on behalf of a number of its members collectively
all of the points raised in discussions and in writing were considered
in detail by the committee and the committee is grateful to those
shareholders for taking the time to engage with the committee and 
for providing their input
overview business review governance financial statements shareholder information 60 remuneration report sabmiller plc annual report 2010
remuneration report continued
in the light of comments received from shareholders and the continued
growth in the company’s share price the committee made the following
modifications to the proposal first the committee reduced the proposed
quantum of the awards to be made subject to the new value sharing
condition by approximately 12 secondly the committee introduced
deferral provisions into this element of the plan under which if an
executive elects to exercise an award after three years but before 
the end of the fiveyear period the shares will only be released to the
executive in two or three equal instalments over the balance of the
fiveyear period thirdly the committee reduced the quantum of shares
for the share option and epsbased performance share elements of
the company’s longterm incentive plans by approximately 14
following these consultations with shareholders and institutional
investor representative bodies this new value sharing condition was
adopted by the committee for the tsr component of awards made
with effect from 1 june 2010 the committee believes that this new
calibration of sabmiller’s longterm incentives will appropriately motivate
and reward performance by ensuring that management is incentivised
not only to continue delivering upper quartile performance but to strive
for upper decile outperformance for shareholders will sharpen the
relationship between pay and performance and will materially contribute
towards the achievement of the group’s strategic objectives
as to the future the committee’s expressed intention is that reviews of
the appropriate level and structure of longterm incentives are expected
to be conducted at approximately threeyearly intervals and in the
absence of wholly exceptional circumstances the 2010 level of long
term incentives should remain unchanged until the next review
remuneration policies
the committee’s policy continues to be to ensure that executive
directors and members of the executive committee are rewarded for
their contribution to the group’s operating and financial performance
at levels which take account of industry market and country
benchmarks and that their remuneration is appropriate to their scale
of responsibility and performance and will attract motivate and retain
individuals of the necessary calibre the committee takes account of
the need to be competitive in the different parts of the world in which
the company operates
the table and charts below show the ratios of performancerelated
compensation to base salary and benefits of the executive directors
and the relative value of the different elements including the bonus
and longterm sharebased compensation awarded in respect of the
year ended 31 march 2010 assuming target or median performance
the ratios accord with the committee’s policy on the balance between
fixed and variable pay
the committee considers that alignment with shareholders’ interests
and linkage to sabmiller’s longterm strategic goals is best achieved
through a twin focus on earnings per share and from 2010 onwards
additional value created for shareholders and a blend of absolute 
and relative performance hence for executive directors and senior
executives vesting for awards of a specified number of performance
shares are subject to sabmiller’s new tsrbased performance
condition under the value sharing plan and vesting for awards 
of a fixed number of performance shares are subject to threeyear
adjusted earnings per share eps growth with targets set according
to the committee’s judgement after considering among other factors
historical and forecast adjusted eps growth for sabmiller’s peers
listed on page 62
base pay
the committee reviews the salaries of executive directors at the
beginning of each financial year
in setting target remuneration levels for the executive directors the
committee has regard to the 30 ftse 100 companies ranked in the
15 places above and below the company by market capitalisation as
well as to pay levels and practices in the company’s principal international
competitors and where relevant in companies comparable in size to
the company’s divisions in those countries in which the company has
a significant presence the committee also has regard to remuneration
levels and practices in the group’s own operations in determining the
salaries of the executive directors for the year commencing on 1 april
2010 the committee took into consideration the 17 increase in
adjusted earnings 26 in sterling terms achieved in the year ended
31 march 2010 and the recommended 17 increase in the full year
dividend to 68 us cents per share compared with 58 us cents per
share for the previous year
salary retirement benefits bonus lti total fixed variable
££££££  
eag mackay 1145000 343500 105347 1580000 2027982 5201829 31 69
mi wyman 687000 206100 74948 683000 1298011 2949059 33 67
executive remuneration breakdown
■ salary 22
■ pension 7
■ benefits 2
■ bonus 30
■ lti 39
eag mackay

■ salary 23
■ pension 7
■ benefits 3
■ bonus 23
■ lti 44
mi wyman
 sabmiller plc annual report 2010 remuneration report 61
details of the salaries applying from 1 april 2010 and the percentage
changes from 31 march 2010 levels for the executive directors are
shown in the table below
2010 2011 
executive directors salary salary change
as at 31 march 2010 £ £ from 2010
eag mackay 1145000 1192000 41
mi wyman 687000 715000 41
the committee also received advice from kepler associates from 
the chief executive and from the group head of compensation 
and benefits on appropriate pay levels for the other members of 
the company’s executive committee
■
for those executives based in the uk salaries were determined 
by reference to appropriate uk benchmarks and
■
for those executives whose primary responsibilities were for
operations of business units outside the uk part of base pay was
related to appropriate benchmarks in their theatres of operation and
the balance to uk pay levels on the basis that part of their time was
spent on sabmiller plc duties and therefore related to the uk and
global markets
shortterm incentive plans
the executive directors and members of the executive committee
participate in an annual shortterm incentive plan which delivers 
a cash bonus upon the achievement of group financial divisional
financial where applicable strategic and personal performance
objectives agreed by the committee the chief executive may earn 
a bonus of up to 175 of base salary the chief financial officer 
may earn a bonus of up to 120 of base salary and other executive
committee members may earn maximum bonuses of between 120
and 150 of their base salary depending upon local market practices
in the locations where they are based
the group financial performance targets for annual incentive plans 
for the executive directors and ukbased members of the executive
committee relate to adjusted eps growth ebita and working 
capital management the committee believes that linking shortterm
incentives to profit earnings per share growth and working capital
management reinforces the company’s business objectives the
divisional targets for executive committee members whose primary
responsibilities are for the operation of business units outside the 
uk vary according to divisional value drivers derived from group
needs and include both financial and nonfinancial targets such 
as ebita sales volumes working capital management and other
appropriate measurements financial and quantitative performance
targets comprise 60 of the incentive bonus potential the strategic
and personal targets which make up the remaining 40 are specific
and measurable and include a range of specific nonfinancial key
performance indicators in appropriate circumstances in setting
individual strategic and personal targets the committee has discretion
to take into account all factors that it considers appropriate including
environmental social and governance issues as noted above
at its meeting on 18 may 2010 the committee reviewed the performance
of the executives participating in the shortterm incentive plans in
light of the achievement against the group financial targets and the
levels of achievement against their strategic and personal objectives
the committee agreed the level of bonuses in respect of the year
ended 31 march 2010 as shown below to the executive directors
2008 2009 2010
bonus bonus bonus  of 
££ £ salary achievement
eag mackay 1606000 888000 1580000 138 79
mi wyman 640000 400000 683000 99 83
longterm incentive plans
the descriptions of the longterm incentive plans in the section
below have been audited
the company has the following share incentive plans currently in
active operation all of which were approved by shareholders at the
2008 agm there are also share plans which were introduced at the
time of the company’s primary listing on the london stock exchange
in 1999 which have now closed and under which no new grants can
be made although share options which remain outstanding may be
exercised until they reach their respective expiry dates in accordance
with the rules that govern the respective share plans and outstanding
performance share awards which have been granted under the closed
plans remain outstanding and pending vesting subject to the attainment
of the respective performance conditions in accordance with their terms
■
approved executive share option plan 2008
■
executive share option plan 2008
■
south african executive share option plan 2008
■
executive share award plan 2008
■
stock appreciation rights plan 2008
■
associated companies employees share plan 2008
share option plans
options are granted at market price at the time of grant options
granted under the south african executive share option plan are
denominated in south african rand and are granted over sabmiller
plc ordinary shares as traded on the johannesburg stock exchange
grants of share options are usually made annually to eligible employees
on a discretionary basis taking account of the employee’s performance
future potential and local market practices share options typically
vest over a threeyear period and expire on the tenth anniversary of
the grant date the table on page 65 gives details of the share options
held by executive directors during the year ended 31 march 2010
including details of the performance conditions
for grants made in june 2010 the committee reduced the number 
of options granted to the executive directors by approximately 14
compared with the number awarded in may 2009 and mr mackay
and mr wyman were granted 250000 and 150000 share options
respectively 2009 290000 and 175000 share options respectively
performance share award plans
the company currently operates the sabmiller executive share award
plan 2008 the award plan to make awards of performance shares to
members of the executive committee including the executive directors
and certain other eligible employees on a discretionary basis taking
account of the employee’s performance future potential and local
market practices awards under the award plan to members of the
executive committee in the year ended 31 march 2010 were made 
in two parts the first part vests in two tranches on the third and fifth
anniversary of the grant date subject to a relative total shareholder
return tsr based performance condition the second part of the
award vests in a single tranche on the third anniversary of the grant
date subject to an earnings per share eps based performance
condition further details on performance share awards made to
executive directors and the respective performance conditions can 
be found in the tables on pages 66 and 67
the award plan and the older performance share schemes are operated
in conjunction with the company’s employees’ benefit trust ebt the
trustee of the ebt grants awards in consultation with the company
overview business review governance financial statements shareholder information 62 remuneration report sabmiller plc annual report 2010
remuneration report continued
for the purpose of calculating tsr the share prices and dividends of
the comparator companies are converted as necessary into sterling
at the exchange rates prevailing at the relevant times the conversion
into sterling is intended to remove distortions arising from differing
rates of inflation in the countries in which the comparator companies
are listed tsr and the relevant statistical quartiles are determined in
accordance with current market practice the companies comprising
the tsr comparator group for all the performance share awards which
had not yet vested or lapsed as at 31 march 2010 are listed below
anheuserbusch inbev formerly inbev kirin holdings
anheuserbusch acquired by inbev lion nathan
asahi breweries acquired by kirin 
carlsberg a holdings
constellation brands molson coors
diageo pernod ricard
femsa ubd acquired by heineken sapporo breweries
fosters group scottish  newcastle 
grolsch acquired by sabmiller acquired by heineken 
heineken and carlsberg
denotes company has been removed from the comparator group
kepler associates undertakes each year the assessment of the
company’s tsr performance relative to the comparator group 
and the methodology used and the final results for each award 
are subject to review by the company’s auditors
for awards made to executive directors in june 2010 the committee
reduced the number of shares subject to an epsbased performance
condition by approximately 14 compared with the number awarded
in may 2009 also in june 2010 the first awards of performance shares
subject to the new value sharing tsrbased performance condition
described above see pages 59 to 60 were made to the executive
directors under these awards mr mackay and mr wyman received
awards of 220 and 130 shares respectively for each £10 million of
additional shareholder value created being the amount by which the
growth in sabmiller’s market capitalisation plus net equity cash flows
exceeds the median growth of a weighted peer group index over the
three to fiveyear performance period
dilution
taking account of all shares newly issued as a consequence of exercises
of share options over the 10year period ended 31 march 2010 plus
outstanding share options under all the company’s share option plans
where new issue shares may be used to satisfy their exercise potential
dilution amounts to 341 of the issued ordinary shares of the company
excluding shares held in treasury on 31 march 2010 obligations
under the company’s other longterm incentive plans are typically
settled by the ebt from shares transferred from treasury or purchased
in the market the dilution calculation also excludes shares arising
from any options granted before 8 march 1999 as disclosed in the
original listing particulars relating to the company’s listing in london
the sabmiller plc employees’ benefit trust ebt
at 31 march 2010 the number of shares held in the ebt was 87 million
representing 055 of the issued ordinary shares of the company
during the year 53 million ordinary shares which were formerly held
by the company as treasury shares were acquired by the trustee on
behalf of the ebt to ensure that the ebt continued to hold sufficient
ordinary shares to meet potential future obligations in respect of
performance share awards and sharesettled share appreciation
rights during the year the ebt repurchased 04 million shares from
participants upon the vesting of their awards at an average price 
of £1255 per share which amounted to 002 of the issued share
capital of the company the trustee of the ebt has waived its right 
to receive dividends on shares held in the ebt and will only vote
shares or claim dividends on shares which are beneficially owned 
by an employee of the group and only then in accordance with the
instructions of the underlying employee shareholder as at 31 march
2010 there were 03 million beneficially held shares in the ebt
pensions
it is the company’s policy to provide money purchase occupational
retirement funding schemes wherever possible so as to minimise 
the company’s funding risk where feasible the company applies 
this policy to its new acquisitions
the rate of contribution from the company as a percentage of 
base salaries paid in sterling is set at 30 for the executive directors
during the year the company made contributions for the executive
directors to the sabmiller plc staff pension scheme an approved
occupational pension scheme in the united kingdom contributions
were paid in respect of each executive director to the extent allowed
in light of the changes to pension allowances that took effect in 2006
with any excess credited in an unfunded corporate plan further
details on executive directors’ pension contributions during the
financial year are on page 64
service contracts
mr mackay and mr wyman have service contracts with the company
which are terminable on not less than 12 months’ notice to be given
by the company or by the executive a payment in lieu of notice may
be made on termination of employment calculated by reference to
the executive’s base salary plus company pension contributions for
the relevant period less any deduction considered by the company 
to be appropriate and reasonable to take account of accelerated
receipt and the executive’s duty to mitigate his loss
execution date first date last date next
date of appointed reelected due for 
service contract to the board as a director reelection
eag mackay 27021999 08021999 31072008 july 2011
mi wyman 26021999 08021999 31072007 july 2010
other benefits
the executive directors are provided with medical insurance permanent
health insurance company car allowance accompanied travel legal
and professional fees club subscriptions death in service benefit and
occasional london accommodation the estimated values of these
provisions are included in the summary of emoluments paid table on
page 64 sabmiller plc annual report 2010 remuneration report 63
shareholding guidelines
it was noted by the committee that the executive directors messrs
mackay and wyman beneficially hold significant numbers of sabmiller
ordinary shares as at 31 march 2010 mr mackay held 1398143 shares
and mr wyman held 564217 shares based on the value of an sabmiller
ordinary share on 31 march 2010 of £1932 these holdings are worth
24 times mr mackay’s annual base salary and 16 times mr wyman’s
base salary this being the case the committee is of the view that the
two executive directors already have substantial stakes in the group
and that their interests are thus significantly aligned with those of other
shareholders such that it was not appropriate or necessary to adopt
any formal shareholding guidelines
nonexecutive directors’ fees
nonexecutive directors’ fees for the year ended 31 march 2010 are
shown in the table below
2010 20062009
fee category per annum £ £
basic fee 65000 55000
committee chairmen inclusive
– audit 25000 20000
– remuneration 20000 18000
– carac 18000 16000
– nomination 15000 10000
committee members
– audit 10000 10000
– remuneration 8000 8000
– carac 6000 6000
– nomination – –
senior independent director 15000 10000
the annual fee for the chairman for the year ended 31 march 2010
was £250000 and he is also provided with an office a secretary 
and a car as well as medical insurance and professional fees
the level of nonexecutive directors’ fees were unchanged from 2006
until 2009 but in early 2009 these fees were benchmarked against
those companies 15 above and 15 below the company in the ftse
100 index in terms of market capitalisation and it was concluded that
the company’s nonexecutive directors’ fees were considerably below
the median accordingly with effect from 1 april 2009 nonexecutive
directors’ fees were increased to the levels shown in the table above
and the chairman’s fee was increased from £200000 to £250000
per annum representing an increase which approximated to the
compound rate of inflation since 2006 in south africa where the
chairman is based as noted in last year’s remuneration report the
board expressed its intention in future to review the level of non
executive directors’ fees annually rather than triennially in order to
avoid significant disparities from the median arising in future years
accordingly in may 2010 fees paid by the company to its nonexecutive
directors were benchmarked against those companies 15 above and
15 below the company in the ftse 100 index in terms of market
capitalisation and the board concluded that the company’s nonexecutive
directors’ fees were below the median of £72000 accordingly with
effect from 1 april 2010 the basic fee was increased to £72000 
with fees for committee chairmen and membership and for the senior
independent director remaining unchanged the chairman’s fee was
increased to £265000 representing an increase approximating to 
the rate of inflation in south africa for the most recent fiscal year
the nonexecutive directors do not participate in any of the group’s
incentive plans nor do they receive any other benefits other than 
their beverage allocation or pension rights nonexecutive directors
do not have service contracts the nonexecutive directors’ dates of
appointment and the dates on which they are next due for reelection
to the board are shown in the table below
date first date of
appointed letter of next due
to the board appointment for reelection
mh armour
1
01052010 14042010 2010 agm
gc bible 01082002 27092002 2012 agm
ds devitre 16052007 16052007 2010 agm
me doherty 01042006 07032006 2012 agm
lord fellowes
2
08021999 23021999 na
jm kahn
3
08021999 23021999 2010 agm
pj manser
3
01062001 20062001 2010 agm
ja manzoni 01082004 12052004 2011 agm
mq morland
3
08021999 23021999 2010 agm
df moyo 01062009 26052009 2012 agm
ca pérez dávila 09112005 12102005 2012 agm
r pieterse 15052008 09062008 2011 agm
mc ramaphosa
3
08021999 23021999 2010 agm
a santo domingo dávila 09112005 12102005 2012 agm
ha willard
1
01082009 01082009 2010 agm
1 mr armour was appointed to the board on 1 may 2010 and mr willard was
appointed to the board on 1 august 2009 and both are therefore obliged to
submit themselves to election by shareholders at the 2010 agm
2 lord fellowes was last reelected to the board in july 2009 but has confirmed
his intention not to stand for reelection in july 2010
3 mr kahn mr manser mr morland and mr ramaphosa submit themselves to
annual reelection to the board having served on the board continuously for
more than nine years
performance review
total shareholder return
the graph above compares the company’s tsr over the period from
1 april 2005 to 31 march 2010 with the ftse 100 total return index
over the same period
the company is a member of the ftse 100 total return index 
and accordingly this is considered to be an appropriate broad 
equity market index for the purpose of demonstrating the company’s
relative performance
5year cumulative tsr performance
value of £100 invested on 31 march 2005
300
250
200
150
100
50
0 2005 2007 2008 2006 2009 2010
sabmiller
ftse 100
overview business review governance financial statements shareholder information 64 remuneration report sabmiller plc annual report 2010
remuneration report continued
information subject to audit
directors’ interests in shares of the company
nonbeneficial beneficial
beneficial holding as at beneficial shares shares disposed beneficial
holding as at 31 march 2009 acquired during of during holding as at
31 march 2009 and 2010 the period the period 31 march 2010
3
jm kahn 1670578 – – – 1670578
eag mackay 798936 – 1551344
1
952137
1
1398143
mi wyman 471413 – 538118
2
445314
2
564217
mh armour
4
–––––
gc bible – – – – –
ds devitre – – – – –
me doherty – – – – –
lord fellowes 1000 – – – 1000
pj manser – – – – –
ja manzoni – – – – –
mq morland 40000 – – – 40000
df moyo – – – – –
ca pérez dávila – – – – –
r pieterse – – – – –
mc ramaphosa – 4000 – – –
a santo domingo dávila – – – – –
ha willard – – – – –
1 awards vested in respect of 266883 shares and subsequent sale of shares to settle tax liabilities on the gross awards vested with the balance of the shares being
retained by mr mackay beneficially and exercise of options over 1284361 shares under the sabmiller executive share option no2 scheme of which mr mackay
sold sufficient shares to cover exercise costs and tax and retained the balance of the shares beneficially
2 awards vested in respect of 157298 shares and subsequent sale of shares to settle tax liabilities on the gross awards vested with the balance of the shares being
retained by mr wyman beneficially and exercise of options over 380820 shares under the sabmiller executive share option no2 scheme all of which were sold
by mr wyman
3 on 18 may 2010 messrs mackay and wyman’s beneficial holdings increased by 4784 and 2912 shares respectively following the vesting of awards over 9764
and 5943 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 beneficial interests in directors as at 18 may 2010
4 mr armour was appointed to the board on 1 may 2010 and accordingly did not have a disclosable interest in the company’s securities during the financial year
ended 31 march 2010 as at his appointment date mr armour did not have an interest in the company’s securities
directors’ emoluments
the directors’ emoluments in respect of the year ended 31 march 2010 in total have been audited and are set out in the table below
emoluments paid for the period 1 april 2009 to 31 march 2010
2010 2010 total
2010 2009 expense 2010 excluding 2010 2010 2009
salaryfees salaryfees allowances benefits bonus bonus total
1
total
1
££££££££
executive directors
eag mackay
2
1145000 1100000 – 105347
3
1250347 1580000 2830347 2117615
mi wyman
4
687000 660000 – 74948 761948 683000 1444948 1146254
total a 4275295 3263869
nonexecutive directors
mh armour
5
––––––––
gc bible 65000 55000 – – – – 65000 55000
ds devitre 75000 65000 – 117 – – 75117 65055
me doherty 75000 65000 – 223 – – 75223 65216
lord fellowes 116000 99000 – 62 – – 116062 99056
jm kahn 271000 216000 – 965 – – 271965 216968
pj manser 104000 89000 – 361 – – 104361 89331
ja manzoni 79000 69000 – 440 – – 79440 69167
mq morland 95000 83000 – 369 – – 95369 83323
df moyo 57667 – – 285 – – 57952 –
ca pérez dávila 65000 55000 – 189 – – 65189 55175
r pieterse 71000 52125 – – – – 71000 52125
mc ramaphosa 71000 61000 – 163 – – 71163 61122
a santo domingo dávila 65000 55000 – 258 – – 65258 55238
ha willard
6
– – – 145 – – 145 –
total b 1213244 966776
grand total ab 5488539 4230645
1 the total emoluments reported for 2009 and 2010 exclude retirement contributions made by the company to the pension schemes as detailed above retirement
contributions were paid on behalf of mr mackay and mr wyman in the amounts of £245000 and £206100 respectively being within the annual allowance 2009
£235000 and £198000 and contributions of £98500 in excess of the annual allowance were paid on behalf of mr mackay 2009 £95000
2 mr mackay receives annual fees for his service as a nonexecutive director from reckitt benckiser group plc and from philip morris international inc of £92000 and
us126250 respectively which he is permitted to retain £13500 of the fee from reckitt benckiser group plc is applied to the purchase of reckitt benckiser
group plc ordinary shares in addition mr mackay receives from philip morris international inc an annual award of shares of common stock in philip morris
international inc pursuant to that company’s stock compensation plan for nonemployee directors which for the year ended 31 december 2009 had a fair
market value of us140000 on the date of grant being 5 may 2009
3 during the year the group’s apartment in london was made available to mr mackay to occupy intermittently subject to tax on this use for his own account
4 mr wyman receives annual fees for his service as a nonexecutive director from nedbank group limited and nedbank limited of zar442800 in total which he is
permitted to retain
5 mr armour was appointed to the board on 1 may 2010 and accordingly did not receive any emoluments from the company in the year ended 31 march 2010
6 mr willard is an executive officer of altria group inc altria who is nominated by altria for appointment as a director and in terms of the company’s agreement
with altria does not receive any emoluments from the company for serving as a director sabmiller plc annual report 2010 remuneration report 65
share incentive plans
the interests of the executive directors in shares of the company provided in the form of options and awards are shown in the tables below
and have been audited during the year ended 31 march 2010 the highest and lowest market prices for the company’s shares were £1045
on 20 april 2009 and £1959 on 29 march 2010 respectively and the market price on 31 march 2010 was £1932
share options
share options sale price
subscription share options share options share options share options vested and market price
exercisable for price outstanding as at granted during exercised outstanding as at exercisable as at if applicable
310 years from £ 31 march 2009 the year during the year 31 march 2010 31 march 2010 £
eag mackay 02062000
1
411 159416 – 159416 – 1256
01062001
1
516 161589 – 161589 – – 1256
31052002
2
5705 201578 – 201578 – – 1256
23052003
2
41575 327721 – 327721 – – 1256
21052004
2
6605 222704 – 222704 – – 1263
20052005
2
828 211353 – 211353
4
– 1802
19052006
3
1061 230000 – – 230000 154100
5
na
18052007
3
1167 230000 – – 230000
6
–na
16052008
3
1250 230000 – – 230000 – na
14112008
3
9295 60000 – – 60000 – na
15052009
3
1231 – 290000 – 290000 – na
2034361 290000 1284361 1040000
7
154100
mi wyman 31052002
1
5705 93339 – 93339 – – 1255
21052004
2
6605 102195 – 102195 – – 1685
20052005
2
828 95109 – 91486
4
3623 3623
4
1707
19052006
3
1061 140000 – 93800
5
46200 – 1889
18052007
3
1167 140000 – – 140000
6
–na
16052008
3
1250 140000 – – 140000 – na
01082008
3
1049 35000 – – 35000 – na
15052009
3
1231 – 175000 – 175000 – na
745643 175000 380820 539823
7
3623
1 the performance condition for options granted prior to 2002 required growth in adjusted eps expressed in sterling of 3 per annum compound in excess of the
change in the retail price index rpi over any threeyear period within the 10year option life this performance condition was satisfied in respect of all options
granted to executive directors in 2000 and 2001
2 the performance condition for options granted in 2002 and until 2005 required compound annualised adjusted eps growth expressed in sterling of rpi  3
subject to testing at three four and fiveyear intervals from a fixed base for vesting of the base annual award half of any additional annual amount vested at compound
annualised adjusted eps growth of rpi  4 and the other half of any additional annual amount vested at compound annualised adjusted eps growth of rpi  5
after the fiveyear test any unvested portion of the option lapsed
3 the performance condition for options granted in 2006 and onwards requires compound annualised adjusted eps growth of rpi  3 from a fixed base for
vesting of the base annual award half of any additional annual amount vests at compound annualised adjusted eps growth of rpi  4 and the other half of 
any additional annual amount vests at compound annualised adjusted eps growth of rpi  5 the performance tests are applied to twothirds of the award 
after three years and onethird of the award after five years with any unvested portion of the options lapsing after three years or five years as the case may be
and with no provision for retesting any part of the awards
4 in the year ended 31 march 2009 options granted in 2005 vested in full and became exercisable as the company’s adjusted eps for the year ended 31 march 2008 
at 7128 pence converted from us at the average exchange rate over the period 1 april 2007 to 31 march 2008 was more than 271 higher the aggregate 
of rpi movement and 5 per annum compound growth than the adjusted eps of 547 pence for the year ended 31 march 2005 the base year calculation of the
performance condition converted from us at the average exchange rate for the period from 1 april 2004 to 31 march 2005 the mid market close on 20 may 2008
was £1274
5 twothirds of the share options indicated were eligible to be tested against the performance condition described in this report for the three years ended 31 march
2009 and on 19 may 2009 vested in full and became exercisable as the company’s adjusted eps for the year ended 31 march 2009 at 797 pence converted
from us at the average exchange rate over the period 1 april 2008 to 31 march 2009 was more than 242 higher the aggregate of rpi movement and 5 
per annum compound growth than the adjusted eps of 611 pence for the year ended 31 march 2006 the base year calculation of the performance condition
converted from us at the average exchange rate for the period from 1 april 2005 to 31 march 2006 the mid market close on 19 may 2009 was £1257 the
onethird which remain unvested will be eligible to be tested against the performance condition described in note 3 above for the five years ending 31 march 2011
6 twothirds of the share options indicated were eligible to be tested against the performance condition described in this report for the three years ended 31 march
2010 and on 18 may 2010 vested in full and became exercisable as the company’s adjusted eps for the year ended 31 march 2010 at 1007 pence converted
from us at the average exchange rate over the period 1 april 2009 to 31 march 2010 was 287 higher than the adjusted eps of 634 pence for the year ended
31 march 2007 the base year calculation of the performance condition converted from us at the average exchange rate for the period from 1 april 2006 to 
31 march 2007 plus the aggregate of rpi movement and 5 per annum compound growth the mid market close on 18 may 2010 was £2076 the onethird 
which remain unvested will be eligible to be tested against the performance condition described in note 3 above for the five years ending 31 march 2012
7 messrs mackay and wyman were granted 250000 and 150000 share options respectively at a subscription price of £1951 per share on 1 june 2010
overview business review governance financial statements shareholder information 66 remuneration report sabmiller plc annual report 2010
remuneration report continued
performance shares
performance performance
shares performance performance performance shares
outstanding as at shares granted shares vested shares lapsed outstanding as at
director date of grant 31 march 2009 during the year during the year during the year 31 march 2010 vesting date
eag mackay 19052006
1
230000 – 62100
5
129950 37950 19052011
18052007
2
230000 – 170085
6
– 59915 18052012
16052008
3
230000 – – – 230000 16052011
14112008
3
60000 – – – 60000 14112011
15052009
4
– 290000 – – 290000 15052012
750000 290000 232185 129950 677865
mi wyman 19052006
1
140000 – 37800
5
79100 23100 19052011
18052007
2
140000 – 103530
6
– 36470 18052012
16052008
3
140000 – – – 140000 16052011
01082008
3
35000 – – – 35000 01082011
15052009
4
– 175000 – – 175000 15052012
455000 175000 141330 79100 409570
7
1 from 2006 to 2009 50 of performance share awards were subject to a tsr performance condition and 50 to an adjusted eps growth performance condition
the tsr test is applied to twothirds of the relevant part of the award after three years and to onethird after five years the eps condition is a threeyear adjusted
eps growth target set by reference to historical and forecast adjusted eps growth for the six members of the comparator group determined by the committee 
to be the company’s closest peers in the global brewing industry namely anheuserbusch carlsberg heineken inbev molson coors and scottish  newcastle
although scottish  newcastle has been dropped from this group for the purposes of awards made in 2008 and anheuserbusch has been dropped from this
group for the purposes of awards made in 2009
tsr condition eps condition
2006 2006
performance shares awarded in 2006 vest if three year and five year tsr the eps growth target for awards made in 2006 is 11 pa for full vesting
exceeds the median tsr of a comparator group of companies identified at with threshold vesting of 25 at 6 pa and pro rata vesting between these 
the time of the award with twothirds of the award being tested after three levels of achievement
years and onethird after five years on reaching the median performance
of the comparator group25 of the award vests and on reaching at least
the upper quartile 100 of the award vests with pro rata vesting in between
2 2007 2007
performance shares awarded in 2007 vest if three year and five year tsr the eps growth target for awards made in 2007 is 11 pa for full vesting 
exceeds the median tsr of a comparator group of companies identified at with threshold vesting of 25 at 6 pa and pro rata vesting between these 
the time of the award 25 of the award vests on reaching the median and levels of achievement
100 vests if tsr exceeds the median by 25 with respect to the threeyear 
vesting test and by 33 with respect to the fiveyear vesting test
3 2008 2008
the same tsr performance condition applies to performance shares awarded the eps growth target for awards made in 2008 is 10 pa for full vesting 
in 2008 as applied in 2007 with threshold vesting of 25 at 6 pa and pro rata vesting between these 
levels of achievement
4 2009 2009
the same tsr performance condition applies to performance shares awarded the eps growth target for awards made in 2009 is 9 pa for full vesting 
in 2009 as applied in 2008 with threshold vesting of 25 at 5 pa and pro rata vesting between these 
levels of achievement
5 in may 2009 the executive directors’ 2006 performance share awards were tested against the applicable tsr and eps performance conditions the eps
performance measurement was achieved as to 54 of maximum which resulted in 62100 and 37800 eps awards vesting on 19 may 2009 and 25462 and
15499 shares were sold to cover income tax liabilities owing by mr mackay and mr wyman respectively the price on the vesting date was £1257 per share 
tsr for the threeyear period ended 18 may 2009 was below median and therefore all of the shares comprised in the first twothirds of the 2006 awards lapsed
with the remaining onethird to be tested against the tsr performance condition for the fiveyear period ending 18 may 2011
6 after the year end the executive directors’ 2007 performance share awards were tested against the applicable tsr and eps performance conditions the eps
performance measurement was achieved as to 8939 of maximum which resulted in 102799 and 62573 eps awards vesting for mr mackay and mr wyman
respectively of these the remuneration committee exercised its discretion to recommend to the trustee of the sabmiller employees’ benefit trust that 93035 and
56630 shares be released to mr mackay and mr wyman respectively on 23 march 2010 when the price was £1942 and the remainder being 9764 and 5943
shares respectively were released on 18 may 2010 when the price was £2064 of these 38145 and 23219 shares were sold on 23 march 2010 and 4980 and
3031 shares were sold on 18 may 2010 to cover income tax liabilities owing by mr mackay and mr wyman respectively tsr for the threeyear period ended 18
may 2010 was 806 which exceeded the peer group median of 284 by more than 50 and therefore all of the shares comprised in the first twothirds of the
2007 awards vested with the remaining onethird to be tested against the tsr performance condition for the fiveyear period ending 18 may 2012 this resulted
in 77050 and 46900 tsr awards vesting the remuneration committee exercised its discretion to recommend to the trustee of the sabmiller employees’ benefit
trust that these shares be released to mr mackay and mr wyman on 23 march 2010 when the price was £1942 of these 31591 and 19229 shares were sold
on 23 march 2010 to cover income tax liabilities owing by mr mackay and mr wyman respectively
7 on 1 june 2010 messrs mackay and wyman were awarded 125000 and 75000 conditional awards of performance shares respectively subject to the company’s
adjusted eps growth performance condition and 220 and 130 tsrbased performance shares respectively for each £10 million of additional shareholder value
created being the amount by which the growth in sabmiller’s market capitalisation plus net equity cash flows exceeds the median growth of a weighted peer
group index over the three to fiveyear performance period sabmiller plc annual report 2010 remuneration report 67
historically the company’s performance share awards plan had a ‘matching shares’ provision under which vested awards which were retained
for a further two years were automatically increased by an allocation of 50 of the number of shares in the original award that vested this was
discontinued in 2006 and does not apply to any awards made in 2006 or later the table below shows the final awards made before 2006 in
respect of which matching share entitlements vested during the year ended 31 march 2010 there are no further awards outstanding which 
give rise to any matching share entitlements
maximum
shares vested additional shares additional shares
under base awarded arising under conditional
award as at from vesting of retention period awards vested awards lapsed award as at
director 31 march 2009 the base award 2 years from during the year during the year 31 march 2010
eag mackay 69595 34798 21052007 34798
1
––
mi wyman 31936 15968 21052007 15968
1
––
1 these awards represent the automatic additional 50 vesting arising from the original 21 may 2004 award which vested on 21 may 2007 these additional shares
vested on 21 may 2009 and 20530 and 9421 shares were sold to cover income tax liabilities owing by mr mackay and mr wyman respectively the price on the
vesting date was £1252 per share
approval
this report was approved by the board on 19 may 2010 as recommended by the remuneration committee on 18 may 2010
by order of the board
miles morland
director
chairman of the remuneration committee
3 june 2010
overview business review governance financial statements shareholder information 68 statement of directors’ responsibilities sabmiller plc annual report 2010
statement of directors’ responsibilities
in respect of the consolidated financial statements
the directors are responsible for preparing the consolidated financial
statements in accordance with applicable law and regulations
company law requires the directors to prepare consolidated financial
statements for each financial year the directors have prepared the
consolidated financial statements in accordance with international
financial reporting standards ifrss as adopted by the european
union the consolidated financial statements are required by law to
give a true and fair view of the state of affairs of the group and of the
profit or loss of the group for that year
in preparing those financial statements the directors are required to
■
select suitable accounting policies and then apply them consistently
■
make judgements and estimates that are reasonable and prudent
■
state that the financial statements comply with ifrss as adopted 
by the european union and
■
prepare the consolidated financial statements on the going concern
basis unless it is inappropriate to presume that the group will continue
in business in which case there should be supporting assumptions
or qualifications as necessary
the directors confirm that they have complied with the above
requirements in preparing the financial statements
the directors are responsible for keeping adequate accounting records
that disclose with reasonable accuracy at any time the financial position
of the group and to enable them to ensure that the consolidated
financial statements comply with the companies act 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 confirms that to the best
of their knowledge
■
the consolidated financial statements which have been prepared 
in accordance with ifrss as adopted by the eu give a true and 
fair view of the assets liabilities financial position and profit of the
group and
■
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 confirms 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 budget and cash flow
forecasts on the basis of this review and in the light of the current
financial position and existing borrowing facilities the directors are
satisfied that sabmiller plc is a going concern and have continued to
adopt the going concern basis in preparing the financial statements
a copy of the financial statements of the group 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 financial
statements may differ from legislation in other jurisdictions sabmiller plc annual report 2010 independent auditors’ report 69
independent auditors’ report
to the members of sabmiller plc
we have audited the consolidated financial statements of sabmiller plc
for the year ended 31 march 2010 which comprise the consolidated
income statement the consolidated statement of comprehensive
income the consolidated balance sheet the consolidated cash flow
statement the consolidated statement of changes in equity and 
the related notes the financial 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
on page 68 the directors are responsible for the preparation of the
consolidated financial statements and for being satisfied that they give
a true and fair view our responsibility is to audit the consolidated financial
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 financial statements
an audit involves obtaining evidence about the amounts and disclosures
in the financial statements sufficient to give reasonable assurance that
the financial 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 significant accounting estimates made by the
directors and the overall presentation of the financial statements
opinion on financial statements
in our opinion the consolidated financial statements
■
give a true and fair view of the state of the group’s affairs as 
at 31 march 2010 and of its profit and cash flows 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 las regulation
opinion on other matters prescribed by the companies
act 2006
in our opinion the information given in the directors’ report for the
financial year for which the consolidated financial statements are
prepared is consistent with the consolidated financial 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 specified 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 as set out 
on page 68 and
■
the part of the corporate governance report relating to the company’s
compliance with the nine provisions of the june 2008 combined
code specified for our review
other matter
we have reported separately on the company financial statements of
sabmiller plc for the year ended 31 march 2010 and on the information
in the remuneration report that is described as having been audited
john baker senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
3 june 2010
overview business review governance financial statements shareholder information 70 consolidated income statement sabmiller plc annual report 2010
consolidated income statement
for the year ended 31 march
2010 2009
notes usm usm
revenue 2 18020 18703
net operating expenses 3 15401 15555
operating profit 2 2619 3148
operating profit before exceptional items 2 3091 3146
exceptional items 4 472 2
net finance costs 5 563 706
interest payable and similar charges 5a 879 1301
interest receivable and similar income 5b 316 595
share of posttax results of associates and joint ventures 2 873 516
profit before taxation 2929 2958
taxation 7 848 801
profit for the financial year 27a 2081 2157
profit attributable to minority interests 171 276
profit attributable to equity shareholders 1910 1881
2081 2157
basic earnings per share us cents 8 1226 1252
diluted earnings per share us cents 8 1221 1246
all operations are continuing
the notes on pages 75 to 142 are an integral part of these consolidated financial statements sabmiller plc annual report 2010 consolidated statement of comprehensive income 71
consolidated statement of comprehensive income
for the year ended 31 march
2010 2009
notes usm usm
profit for the financial year 2081 2157
other comprehensive income
currency translation differences on foreign currency net investments 2431 3385
actuarial losses on defined benefit plans 31 15 18
available for sale investments 2 8
– fair value gainslosses arising during the year 15 4 8
– fair value gains transferred to profit or loss 2 –
net investment hedges
– fair value lossesgains arising during the year 26b 310 337
cash flow hedges 26b 59 28
– fair value lossesgains arising during the year 48 24
– fair value gains transferred to inventory 17 –
– fair value gains transferred to property plant and equipment 1 –
– fair value losses transferred to profit or loss 7 4
tax on items included in other comprehensive income 7 36 125
share of associates’ and joint ventures’ gainslosses included in other comprehensive income 1314 136 330
other comprehensive income for the year net of tax 2149 3251
total comprehensive income for the year 4230 1094
attributable to
equity shareholders 4075 1345
minority interests 155 251
total comprehensive income for the year 4230 1094
the notes on pages 75 to 142 are an integral part of these consolidated financial statements
overview business review governance financial statements shareholder information 72 consolidated balance sheet sabmiller plc annual report 2010
consolidated balance sheet
at 31 march
2010 2009
1
notes usm usm
assets
noncurrent assets
goodwill 10 11584 8716
intangible assets 11 4354 3742
property plant and equipment 12 8915 7406
investments in joint ventures 13 5822 5495
investments in associates 14 2213 1787
available for sale investments 15 31 29
derivative financial instruments 23 409 695
trade and other receivables 17 117 125
deferred tax assets 20 164 161
33609 28156
current assets
inventories 16 1295 1241
trade and other receivables 17 1665 1576
current tax assets 135 168
derivative financial instruments 23 20 54
available for sale investments 15 1 11
cash and cash equivalents 18 779 422
3895 3472
total assets 37504 31628
liabilities
current liabilities
derivative financial instruments 23 174 35
borrowings 21 1605 2148
trade and other payables 19 3227 2400
current tax liabilities 616 463
provisions 24 355 299
5977 5345
noncurrent liabilities
derivative financial instruments 23 147 107
borrowings 21 7809 7470
trade and other payables 19 145 186
deferred tax liabilities 20 2374 2030
provisions 24 453 373
10928 10166
total liabilities 16905 15511
net assets 20599 16117
equity
share capital 25 165 159
share premium 6312 6198
merger relief reserve 4586 3395
other reserves 26b 1322 872
retained earnings 26a 7525 6496
total shareholders’ equity 19910 15376
minority interests in equity 689 741
total equity 20599 16117
1 as restated see note 28
the balance sheet of sabmiller plc is shown on page 145
the notes on pages 75 to 142 are an integral part of these consolidated financial statements
the financial statements were authorised for issue by the board of directors on 3 june 2010 and were signed on its behalf by
graham mackay malcolm wyman
chief executive chief financial officer sabmiller plc annual report 2010 consolidated cash flow statement 73
consolidated cash flow statement
for the year ended 31 march
2010 2009
1
notes usm usm
cash flows from operating activities
cash generated from operations 27a 4537 3671
interest received 317 275
interest paid 957 997
tax paid 620 766
net cash generated from operating activities 3277 2183
cash flows from investing activities
purchase of property plant and equipment 1436 2073
proceeds from sale of property plant and equipment 37 75
purchase of intangible assets 92 74
purchase of available for sale investments 6 14
proceeds from disposal of available for sale investments 14 4
proceeds from disposal of businesses – 119
acquisition of businesses net of cash acquired 78 252
overdraft disposed with businesses – 2
cash disposed with businesses – 4
purchase of shares from minorities 5 5
investments in joint ventures 353 397
investments in associates 76 4
repayment of investments by associates 3 3
dividends received from joint ventures 13 707 454
dividends received from associates 106 151
dividends received from other investments 2 1
net cash used in investing activities 1177 2014
cash flows from financing activities
proceeds from the issue of shares 114 23
purchase of own shares for share trusts 8 37
proceeds from borrowings 5110 4960
repayment of borrowings 5714 4096
capital element of finance lease payments 4 1
net cash payments on net investment hedges 137 12
dividends paid to shareholders of the parent 924 877
dividends paid to minority interests 160 217
net cash used in financing activities 1723 257
net cash inflowoutflow from operating investing and financing activities 377 88
effects of exchange rate changes 90 22
net increasedecrease in cash and cash equivalents 467 66
cash and cash equivalents at 1 april 27c 122 188
cash and cash equivalents at 31 march 27c 589 122
1 as restated see note 28
the notes on pages 75 to 142 are an integral part of these consolidated financial statements
overview business review governance financial statements shareholder information 74 consolidated statement of changes in equity sabmiller plc annual report 2010
consolidated statement of changes in equity
for the year ended 31 march
share merger total
called up premium relief other retained shareholders’ minority total
share capital account reserve reserves earnings equity interests equity
usm usm usm usm usm usm usm usm
at 1 april 2008 158 6176 3395 2215 5601 17545 699 18244
total comprehensive income – – – 3080 1735 1345 251 1094
profit for the year –––– 1881 1881 276 2157
other comprehensive income – – – 3080 146 3226 25 3251
other movements –––– 5 5 – 5
contributed to joint ventures – – – 7 – 7 2 9
dividends paid –––– 877 877 221 1098
issue of sabmiller plc ordinary shares 1 22 – – – 23 – 23
payment for purchase of own shares 
for share trusts –––– 37 37 – 37
arising on business combinations –––––– 17 17
buyout of minority interests –––––– 3 3
credit entry relating to sharebased payments –––– 79 79 – 79
at 31 march 2009
1
159 6198 3395 872 6496 15376 741 16117
total comprehensive income – – – 2194 1881 4075 155 4230
profit for the year –––– 1910 1910 171 2081
other comprehensive income – – – 2194 29 2165 16 2149
dividends paid –––– 924 924 162 1086
issue of sabmiller plc ordinary shares 6 114 1191 – – 1311 – 1311
payment for purchase of own shares
for share trusts –––– 8 8 – 8
arising on business combinations –––––– 27 27
buyout of minority interests –––––– 72 72
credit entry relating to sharebased payments –––– 80 80 – 80
at 31 march 2010 165 6312 4586 1322 7525 19910 689 20599
1 as restated see note 28
the notes on pages 75 to 142 are an integral part of these consolidated financial statements
merger relief reserve
in accordance with section 131 of the companies act 1985 the group recorded the us3395 million excess of value attributed to the 
shares issued as consideration for miller brewing company over the nominal value of those shares as a merger relief reserve in the year 
ended 31 march 2003
the us1191 million increase in the merger relief reserve in the year ended 31 march 2010 relates to the merger relief arising on the issue 
of sabmiller plc ordinary shares for the buyout of minority interests in the group’s polish business sabmiller plc annual report 2010 notes to the consolidated financial statements 75
notes to the consolidated financial statements
1 accounting policies
the principal accounting policies adopted in the preparation of the
group’s financial statements are set out below these policies have been
consistently applied to all the years presented unless otherwise stated
a basis of preparation
the consolidated financial statements of sabmiller plc have been
prepared in accordance with international financial reporting standards
as adopted by the european union ifrss as adopted by the eu
ifric interpretations and the companies act 2006 applicable to
companies reporting under ifrs
the financial statements are prepared under the historical cost convention
except for the revaluation to fair value of certain financial 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 financial 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 standards amendments and interpretations of existing
standards adopted by the group
the group has adopted the following as of 1 april 2009
■
ias 1 revised ‘presentation of financial statements’ requires 
the presentation of a statement of changes in equity as a primary
statement includes nonmandatory changes to the titles of primary
statements and introduces a statement of comprehensive income
but allows the presentation of a two statement approach with a
separate income statement and statement of comprehensive
income the group has chosen to maintain existing primary
statement titles and to follow the two statement approach
■
amendment to ifrs 7 ‘financial instruments disclosures’ 
requires additional disclosures about fair value measurement 
and liquidity risk
■
ifrs 8 ‘operating segments’ requires separate reporting of segmental
information for operating segments operating segments reflect 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 defined as 
the executive directors the group is focused geographically and 
as a result of the implementation of ifrs 8 africa and asia are 
now presented as separate segments comparative information 
has been restated accordingly while not meeting the definition of
reportable segments the group reports separately as segments
asia south africa hotels and gaming and corporate as this
provides useful additional information
on 23 march 2010 the eu endorsed annual improvements to
ifrss 2009 which included an amendment to the disclosures
required by ifrs 8 ‘operating segments’ although only mandatory
for periods beginning on or after 1 january 2010 the group has
chosen to adopt this amendment early following the implementation
of ifrs 8 and the early adoption of the subsequent amendment
the group no longer discloses segment assets or liabilities as these
are not reported to the group’s chief operating decision maker
the following standards interpretations and amendments have been
adopted by the group since 1 april 2009 with no significant impact 
on its consolidated results or financial position
■
annual improvements to ifrss 2008
■
amendment to ias 23 revised ‘borrowing costs’
■
amendment to ifrs 2 ‘sharebased payments’ – vesting
conditions and cancellations
■
amendment to ifrs 1 ‘firsttime adoption of ifrs’ and ias 27
‘consolidated and separate financial statements’ on the ‘cost of
an investment in a subsidiary jointly controlled entity or associate’
■
amendment to ias 32 ‘financial instruments presentation’ and
ias 1 ‘presentation of financial statements’ – ‘puttable financial
instruments and obligations arising on liquidation’
■
ifric 12 ‘service concession arrangements’
■
ifric 13 ‘customer loyalty programmes’
■
amendment to ifric 9 and ias 39 ‘reassessment of embedded
derivatives’
ii standards amendments and interpretations to 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 2010 or later periods
but which have not been early adopted by the group
■
ifrs 1 revised ‘firsttime adoption’ is effective from 1 july 2009
■
ifrs 3 revised ‘business combinations’ is effective from 1 july 2009
■
ias 27 revised ‘consolidated and separate financial statements’
is effective from 1 july 2009
■
amendment to ias 39 ‘financial instruments recognition and
measurement’ – eligible hedged items is effective from 1 july 2009
■
ifric 16 ‘hedges of a net investment in a foreign operation’ 
is effective from 1 october 2008
1

■
ifric 17 ‘distribution of noncash assets to owners’ is effective
from 1 july 2009
■
ifric 18 ‘transfers of assets from customers’ is effective from 
31 october 2009
■
amendment to ifrs 2 ‘group cashsettled and sharebased
payment transactions’ effective from 1 january 2010
2

■
amendment to ias 32 ‘financial instruments presentation’ –
classification of rights issues is effective from 1 february 2010
■
annual improvements to ifrss 2009 is effective from 1 january 2010
■
amendment to ifrs 1 for additional exemptions is effective from 
1 january 2010
2

■
ifric 19 ‘extinguishing financial liabilities with equity instruments’
is effective from 1 july 2010
2

■
annual improvements to ifrss 2010 is effective from 1 january 2011
2

■
amendment to ias 24 ‘related party disclosures’ is effective from
1 january 2011
2

■
amendment to ifric 14 ‘prepayments of a minimum funding
requirement’ is effective january 2011
2

■
ifrs 9 ‘financial instruments’ effective from 1 january 2013
2

1 eu endorsed for 1 july 2009
2 not yet endorsed by the eu
the adoption of these standards interpretations and amendments is
not anticipated to have a material effect on the consolidated results of
operations or financial position of the group
c significant judgements and estimates
in determining and applying accounting policies judgement is often
required where the choice of specific policy assumption or accounting
estimate to be followed could materially affect the reported results or
net position of the group should it later be determined that a different
choice be more appropriate
overview business review governance financial statements shareholder information 76 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
1 accounting policies continued
management considers the following to be areas of significant
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 flows discounted using the weighted average cost of
capital for the relevant country with terminal values calculated applying
the longterm growth rate the future cash flows 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 significant judgement is required in determining the
provision for taxes as the tax treatment is often by its nature complex
and cannot be finally 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 specific tax laws and the likelihood of settlement
actual liabilities could differ from the amount provided which could
have a significant impact on the results and net position of the group
iii pension and postretirement benefits
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 inflation healthcare cost inflation
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
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 and the useful life of intangible assets acquired is performed
which requires the application of management judgement future
events could cause the assumptions used by the group to change
which would have a significant 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 profit 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
vii millercoors joint venture
the determination of the valuation of the coors business contributed
to the millercoors joint venture was a specific area of judgement for the
group during the previous financial year the valuation was determined
using recognised valuation techniques based upon specific assumptions
if alternative assumptions had been used then the value of the investment
and gain recognised on disposal would have been different
d segmental reporting
operating segments reflect 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 defined as the executive directors the group is focused
geographically and as a result of the implementation of ifrs 8 africa
and asia are now presented as separate segments comparative
information has been restated accordingly while not meeting the
definition of reportable segments the group reports separately as
segments asia 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
financial statements include the financial 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 financial and operating
policies of the entity so as to obtain benefit from its activities regardless
of whether this power is actually exercised where the company’s
interest in subsidiaries is less than 100 the share attributable to
outside shareholders is reflected in minority interests subsidiaries are
included in the financial statements from the date control commences
until the date control ceases
intragroup balances and any unrealised gains and losses or income
and expenses arising from intragroup transactions are eliminated in
preparing the consolidated financial statements unrealised losses are
eliminated unless the transaction provides evidence of an impairment
of the asset transferred
some of the company’s subsidiaries have a local statutory accounting
reference date of 31 december these are consolidated using management
prepared information on a basis coterminous with the company’s
accounting reference date
ii associates
associates are entities in which the group has a longterm interest and
over which the group has directly or indirectly significant influence
where significant influence is the ability to influence the financial and
operating policies of the entity
the associate distell group ltd has a statutory accounting reference
date of 30 june in respect of each year ending 31 march this company
is included based on financial statements drawn up to the previous 
31 december but taking into account any changes in the subsequent
period from 1 january to 31 march that would materially affect the
results all other associates are included on a coterminous basis
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 financial and operating decisions relating to the
activity require the unanimous consent of the parties sharing the control sabmiller plc annual report 2010 notes to the consolidated financial statements 77
1 accounting policies continued
f foreign exchange
i foreign exchange translation
items included in the financial statements of each of the group’s entities
are measured using the currency of the primary economic environment
in which the entity operates the functional currency the consolidated
financial statements are presented in us dollars which is the group’s
presentational currency the exchange rates to the us dollar used in
preparing the consolidated financial statements were as follows
year ended year ended 
31 march 2010 31 march 2009
average rate
south african rand zar 778 887
colombian peso cop 2031 2061
euro € 071 069
czech koruna czk 1845 1754
peruvian nuevo sol pen 292 301
polish zloty pln 299 251
closing rate
south african rand zar 730 961
colombian peso cop 1929 2561
euro € 074 076
czech koruna czk 1887 2057
peruvian nuevo sol pen 284 315
polish zloty pln 286 352
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 financial statements for each group company have been prepared
on the basis that transactions in foreign currencies are recorded in
their functional currency at the rate of exchange ruling at the date of
the transaction monetary items denominated in foreign currencies are
retranslated at the rate of exchange ruling at the balance sheet date
with the resultant translation differences being included in operating
profit in the income statement other than those arising on financial
assets and liabilities which are recorded within net finance costs 
and those which are deferred in equity as qualifying cash flow hedges
and qualifying net investment hedges translation differences on non
monetary assets such as equity investments classified 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 flow 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 reclassified 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
g business combinations
i subsidiaries
the purchase method is used to account for the acquisition of
subsidiaries the identifiable net assets including intangibles are
incorporated into the financial statements on the basis of their fair
value from the effective date of control and the results of subsidiary
undertakings acquired during the financial year are included in the
group’s results from that date
control is presumed to exist when the group owns directly or indirectly
through subsidiaries more than half of the voting power of an entity
unless in exceptional circumstances it can be clearly demonstrated
that such ownership does not constitute control control also exists
where the group has the ability to direct or dominate decisionmaking
in an entity regardless of whether this power is actually exercised
on the acquisition of a company or business fair values reflecting
conditions at the date of acquisition are attributed to the identifiable
assets including intangibles liabilities and contingent liabilities
acquired fair values of these assets and liabilities are determined 
by reference to market values where available or by reference to 
the current price at which similar assets could be acquired or similar
obligations entered into or by discounting expected future cash flows
to present value using either market rates or the riskfree rates and
riskadjusted expected future cash flows
the cost of an acquisition is measured as the fair value of the assets
given equity instruments issued and liabilities incurred or assumed at
the date of the acquisition plus costs directly attributable to the acquisition
it also includes the group’s estimate of any deferred consideration
payable where the business combination agreement provides for an
adjustment to the cost that is contingent on future events contingent
consideration is included in the cost of an acquisition if the adjustment
is probable that is more likely than not and can be measured reliably
the difference between the costs of acquisition and the share of the 
net assets acquired is capitalised as goodwill
where the group purchases additional shares in subsidiaries such
purchases are reflected as separate acquisition processes and no
revised fair valuation is required the difference between the costs 
of acquisition and the share of the net assets acquired is capitalised
as goodwill
on the subsequent disposal or termination of a previously acquired
business the results of the business are included in the group’s results
up to the effective date of disposal the profit or loss on disposal or
termination is calculated after charging the amount of any related
goodwill to the extent that it has not previously been taken to the
income statement
ii associates and joint ventures
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 significant influence or joint control commences
to the date it ceases based on present ownership interests the date
significant influence or joint control commences is not necessarily the
same as the closing date or any other date named in the contract
the group recognises its share of associates’ and joint ventures’ 
posttax results as a one line entry before profit before tax 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
overview business review governance financial statements shareholder information 78 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
1 accounting policies continued
iii goodwill
goodwill arising on consolidation represents the excess of the costs of
acquisition over the group’s interest in the fair value of the identifiable
assets including intangibles liabilities and contingent liabilities of the
acquired entity at the date of acquisition where the fair value of the
group’s share of identifiable net assets acquired exceeds the fair value
of the consideration the difference is recorded as negative goodwill
negative goodwill arising on an acquisition is recognised immediately
in the income statement
goodwill is stated at cost less impairment losses and is reviewed for
impairment on an annual basis any impairment identified is recognised
immediately in the income statement and is not reversed
the carrying amount of goodwill in respect of associates and joint
ventures is included in the carrying value of the investment in the
associate or joint venture
where a business combination occurs in several stages the goodwill
associated with each stage is calculated using fair value information 
at the date of each additional share purchase
h intangible assets
intangible assets are stated at cost less accumulated amortisation 
on a straightline basis if applicable and impairment losses cost is
usually determined as the amount paid by the group unless the asset
has been acquired as part of a business combination amortisation 
is included within net operating expenses in the income statement
internally generated intangibles are not recognised except for software
and applied development costs referred to under software and research
and development below
intangible assets with finite lives are amortised over their estimated
useful economic lives and only tested for impairment where there is a
triggering event the 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
intangible assets acquired as part of a business combination are
recognised separately when they are identifiable it is probable that
economic benefits will flow to the group and the fair value can be
measured reliably
i brands recognised as part of a business combination
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 identifiable
the group typically arrives at the cost of such brands on a relief from
royalty basis
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
ii contract brewing and other licences recognised as part 
of a business combination
contractual arrangements for contract brewing and competitor licensing
arrangements are recognised as an intangible asset at a fair value
representing the remaining contractual period with an assumption
about the expectation that such a contract will be renewed together
with a valuation of this extension contractual arrangements and
relationships with customers and distributors are also valued on a
similar basis
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 benefit of these assets
iv software
where computer software is not an integral part of a related item 
of property plant and equipment the software is capitalised as an
intangible asset
acquired computer software licences are capitalised on the basis 
of the costs incurred to acquire and bring them to use direct costs
associated with the production of identifiable and unique internally
generated software products controlled by the group that will probably
generate economic benefits exceeding costs beyond one year are
capitalised direct costs include software development employment
costs including those of contractors used capitalised interest and 
an appropriate portion of overheads capitalised computer software
licence and development costs are amortised over their useful economic
lives of between three and eight years
internally generated costs associated with maintaining computer
software programmes are expensed as incurred
v research and development
research and general development expenditure is written off in 
the period in which it is incurred
certain applied development costs are only capitalised as internally
generated intangible assets where there is a clearly defined project
separately identifiable 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 benefits associated with the specific
asset will flow to the group and the cost can be measured reliably
repairs and maintenance costs are charged to the income statement
during the financial period in which they are incurred
i assets in the course of construction
assets in the course of construction are carried at cost less any
impairment loss cost includes professional fees and for qualifying
assets certain borrowing costs as determined below when these
assets are ready for their intended use they are transferred into the
appropriate category at this point depreciation commences on the
same basis as on other property plant and equipment sabmiller plc annual report 2010 notes to the consolidated financial statements 79
1 accounting policies continued
ii assets held under finance leases
assets held under finance leases which result in the group bearing
substantially all the risks and rewards incidental to ownership are
capitalised as property plant and equipment finance lease assets are
initially recognised at an amount equal to the lower of their fair value
and the present value of the minimum lease payments at inception 
of the lease then depreciated over 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 classified as appropriate
as a current or noncurrent liability the interest element of the lease
obligations is charged to the income statement over the period of 
the lease term to reflect a constant rate of interest on the remaining
balance of the obligation for each financial period
iii 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
loss in trade together with a design obsolescence provision held to
write off the deposit value over the expected bottle design period –
which is a period of no more than 14 years from the inception of 
a bottle design this period is shortened where appropriate by
reference to market dynamics and the ability of the entity to use
bottles for different brands
iv depreciation
no depreciation is provided on freehold land or assets in the course 
of construction in respect of all other plant property and equipment
depreciation is provided on a straightline basis at rates calculated to
write off the cost 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 finance 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 profit or loss on the disposal of an asset is the difference between
the disposal proceeds and the net book amount
v capitalisation of borrowing costs
financing costs incurred before tax on major capital projects during
the period of development or construction that necessarily take a
substantial period of time to be developed for their intended use 
are capitalised up to the time of completion of the project
j advance payments made to customers principally
hotels restaurants bars and clubs
advance payments made to customers are conditional on the
achievement of contracted sales targets or marketing commitments
the group records such payments as prepayments initially at fair value
and are amortised in the income statement over the relevant period to
which the customer commitment is made typically three to five years
these prepayments are recorded net of any impairment losses
where there is a volume target the amortised cost of the advance is
included in sales discounts as a reduction to revenue and where there
are specific marketing activitiescommitments the cost is included 
as an operating expense the amounts capitalised are reassessed
annually for achievement of targets and are impaired where there is
objective evidence that the targets will not be achieved
assets held at customer premises are included within plant property
and equipment and are depreciated in line with group policies on
similar assets
k inventories
inventories are stated at the lower of cost incurred in bringing each
product to its present location and condition and net realisable value
as follows
■
raw materials consumables and goods for resale purchase cost
net of discounts and rebates on a firstin firstout basis fifo
■
finished goods and work in progress raw material cost plus direct
costs and a proportion of manufacturing overhead expenses on a
fifo basis
net realisable value is based on estimated selling price less further
costs expected to be incurred to completion and disposal costs of
inventories include the transfer from equity of any gains or losses on
matured qualifying cash flow hedges of purchases of raw materials
l financial assets and financial liabilities
financial assets and financial liabilities are initially recorded at fair value
plus any directly attributable transaction costs except in the case of
those classified at fair value through profit or loss for those financial
instruments that are not subsequently held at fair value the group
assesses whether there is any objective evidence of impairment at
each balance sheet date
financial assets are recognised when the group has rights or other
access to economic benefits such assets consist of cash equity
instruments a contractual right to receive cash or another financial
asset or a contractual right to exchange financial instruments with
another entity on potentially favourable terms financial assets are
derecognised when the right to receive cash flows from the asset
have expired or have been transferred and the group has transferred
substantially all risks and rewards of ownership
financial liabilities are recognised when there is an obligation to transfer
benefits and that obligation is a contractual liability to deliver cash 
or another financial asset or to exchange financial instruments with
another entity on potentially unfavourable terms financial liabilities 
are derecognised when they are extinguished that is discharged
cancelled or expired
if a legally enforceable right exists to set off recognised amounts of
financial assets and liabilities which are in determinable monetary
amounts and there is the intention to settle net the relevant financial
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 financial instruments purchased or issued
and the amounts receivable or repayable at maturity are included in
the effective interest calculation and taken to net finance costs over
the life of the instrument
overview business review governance financial statements shareholder information 80 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
1 accounting policies continued
there are four categories of financial assets and financial liabilities
these are described as follows
i financial assets and financial liabilities at fair value 
through profit or loss
financial assets and financial liabilities at fair value through profit 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 financial
assets or financial liabilities within this category are recognised in 
the income statement
a derivative financial assets and financial liabilities
derivative financial assets and financial liabilities are financial instruments
whose value changes in response to an underlying variable require
little or no initial investment and are settled in the future
these include derivatives embedded in host contracts such
embedded derivatives need not be accounted for separately if 
the host contract is already fair valued if it is not considered as 
a derivative if it was freestanding or if it can be demonstrated that 
it is closely related to the host contract there are certain currency
exemptions which the group has applied to these rules which limit 
the need to account for certain potential embedded foreign exchange
derivatives these are if a contract is denominated in the functional
currency of either party where that currency is commonly used in
international trade of the good traded or if it is commonly used for
local transactions in an economic environment
derivative financial assets and liabilities are analysed between current
and noncurrent assets and liabilities on the face of the balance sheet
depending on when they are expected to mature
for derivatives that have not been designated to a hedging
relationship all fair value movements are recognised immediately in
the income statement see note x for the group’s accounting policy
on hedge accounting
ii loans and receivables
loans and receivables are nonderivative financial assets with fixed or
determinable payments that are not quoted 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 classified as noncurrent assets
loans and receivables are initially recognised at fair value including
originating fees and transaction costs and subsequently measured 
at amortised cost using the effective interest method less provision for
impairment loans and receivables include trade receivables amounts
owed by associates – trade 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 flows discounted
at the original effective interest rate this provision is recognised in 
the income statement
b cash and cash equivalents
in the consolidated balance sheet cash and cash equivalents includes
cash in hand bank deposits repayable on demand and other short
term highly liquid investments with original maturities of three months
or less in the consolidated cash flow 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 financial assets 
that are either designated in this category or not classified as financial
assets at fair value through profit 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 reclassified 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 flows from the
investments have expired or have been transferred and the group 
has transferred substantially all risks and rewards of ownership
iv financial liabilities held at amortised cost
financial liabilities held at amortised cost include trade payables
accruals amounts owed to associates – trade 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 classified as
current liabilities unless the group has an unconditional right to defer
settlement of the liability for at least 12 months from the balance sheet
date borrowings classified as hedged items are subject to hedge
accounting requirements see note x bank overdrafts are shown
within borrowings in current liabilities and are included within cash 
and cash equivalents on the face of the cash flow statement as 
they form an integral part of the group’s cash management
m impairment
this policy covers all assets except inventories see note k financial
assets see note l noncurrent assets classified as held for sale 
see note n and deferred tax assets see note u
impairment reviews are performed by comparing the carrying value 
of the noncurrent asset to its recoverable amount being the higher 
of the fair value less costs to sell and value in use the fair value less
costs to sell is considered to be the amount that could be obtained 
on disposal of the asset value in use is determined by discounting
the future posttax cash flows generated from continuing use of the
cgu using a posttax discount rate as this closely approximates 
to applying pretax discount rates to pretax cash flows where a
potential impairment is identified using posttax cash flows and post
tax 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 flows that are independent
from the cash flows of other assets the group estimates the
recoverable amount of the cash generating unit cgu to which the
asset belongs for the purpose of conducting impairment reviews
cgus are considered to be groups of assets that have separately
identifiable cash flows they also include those assets and liabilities
directly involved in producing the income and a suitable proportion 
of those used to produce more than one income stream sabmiller plc annual report 2010 notes to the consolidated financial statements 81
1 accounting policies continued
an impairment loss is held firstly against any specifically impaired
assets where an impairment is recognised against a cgu the
impairment is first 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 classified as held for
sale are measured at the lower of carrying value and fair value less
costs to sell
such assets are classified as held for resale if their carrying amount
will be recovered through a sale transaction rather than through
continued use this condition is regarded as met only when a sale is
highly probable the asset or disposal group is available for immediate
sale in its present condition and when management is committed to
the sale which is expected to qualify for recognition as a completed
sale within one year from date of classification
o provisions
provisions are recognised when there is a present obligation whether
legal or constructive as a result of a past event for which it is probable
that a transfer of economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of 
the obligation such provisions are calculated on a discounted basis
where the effect is material to the original undiscounted provision the
carrying amount of the provision increases in each period to reflect the
passage of time and the unwinding of the discount and the movement
is recognised in the income statement within net finance costs
restructuring provisions comprise lease termination penalties and
employee termination payments provisions are not recognised for
future operating losses however provisions are recognised for onerous
contracts where the unavoidable cost exceeds the expected benefit
p share capital
ordinary shares are classified as equity 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 benefit trusts
shares held by employee share ownership plans employee benefit
trusts and in treasury are treated as a deduction from equity until 
the shares are cancelled reissued or disposed
purchases of such shares are classified in the cash flow statement 
as a purchase of own shares for share trusts or purchase of own
shares for treasury within net cash from financing activities
where such shares are subsequently sold or reissued any consideration
received net of any directly attributable incremental costs and related
tax effects is included in equity attributable to the company’s equity
shareholders
r revenue recognition
i sale of goods and services
revenue represents the fair value 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 reflects it as a production cost consequently any excise that is
recovered in the sale price is included in revenue
revenue excludes value added tax it is stated net of price discounts
promotional discounts settlement discounts and after an appropriate
amount has been provided to cover the sales value of credit notes 
yet to be issued that relate to the current and prior periods
the same recognition criteria also apply to the sale of byproducts and
waste such as spent grain malt dust and yeast with the exception
that these are included within other income
ii interest income
interest income is recognised on an accruals basis using the effective
interest method
when a receivable is impaired the group reduces the carrying amount
to its recoverable amount by discounting the estimated future cash
flows at the original effective interest rate and continuing to unwind
the discount as interest income
iii royalty income
royalty income is recognised on an accruals basis in accordance 
with the relevant agreements and is included in other income
iv dividend income
dividend income is recognised when the right to receive payment 
is established
s operating leases
rentals paid and incentives received on operating leases are charged
or credited to the income statement on a straightline basis over the
lease term
t exceptional items
where certain expense or income items recorded in a period are
material by their size or incidence the group reflects such items 
as exceptional items within a separate line on the income statement
except for those exceptional items that relate to associates joint
ventures net finance costs and tax associates joint ventures net
finance costs and tax exceptional items are only referred to in the
notes to the consolidated financial statements
exceptional items are also summarised in the segmental analyses
excluding those that relate to net finance costs and tax
where certain income statement items incurred are of a capital 
nature or are considered nonrecurring or are exceptional items the
group presents alternative earnings per share calculations both on a
headline under the south african circular 82007 definition and on
an adjusted basis
u taxation
the tax expense for the period comprises current and deferred tax
tax is recognised in the income statement except to the extent that it
relates to items recognised in other comprehensive income or directly
in equity in which case it is recognised in other comprehensive income
or directly in equity respectively
overview business review governance financial statements shareholder information 82 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
1 accounting policies continued
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 financial 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 profit
deferred tax liabilities are recognised where the carrying value of 
an asset is greater than its tax base or where the carrying value of 
a liability is less than its tax base deferred tax is recognised in full on
temporary differences arising from investment in subsidiaries 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 profit will be available against which the temporary
differences including carried forward tax losses can be utilised
deferred tax is measured at the tax rates expected to apply in the periods
in which the timing differences are expected to reverse based on tax
rates and laws that have been enacted or substantively enacted at
balance sheet date deferred tax is measured on a nondiscounted basis
v dividend distributions
dividend distributions to equity holders of the parent are recognised
as a liability in the group’s financial statements in the period in which
the dividends are approved by the company’s shareholders interim
dividends are recognised when paid dividends declared after the
balance sheet date are not recognised as there is no present
obligation at the balance sheet date
w employee benefits
i wages and salaries
wages and salaries for current employees are recognised in 
the income statement as the employees’ services are rendered
ii vacation and longterm service awards costs
the group recognises a liability and an expense for accrued vacation pay
when such benefits are earned and not when these benefits are paid
the group also recognises a liability and an expense for longterm
service awards where cash is paid to the employee at certain milestone
dates in a career with the group such accruals are appropriately
discounted to reflect the future payment dates at discount rates
determined by reference to local highquality corporate bonds
iii profitsharing and bonus plans
the group recognises a liability and an expense for bonuses and
profitsharing based on a formula that takes into consideration 
the profit attributable to the company’s shareholders after certain
adjustments
the group recognises a provision where contractually obliged or where
there is a past practice that has created a constructive obligation at a
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 these comprise share option plans with 
and without nonmarket performance conditions attached and a
performance share award plan with market performance conditions
attached an expense is recognised to spread the fair value of each
award granted after 7 november 2002 over the vesting period on a
straightline basis after allowing for an estimate of the share awards
that will eventually vest 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 as at the date of grant as calculated by 
various binomial model calculations and monte carlo simulations
the charge is not reversed if the options are not exercised because
the market value of the shares is lower than the option price at the
date of grant
the proceeds received net of any directly attributable transaction
costs are credited to share capital nominal value and share premium
when the options are exercised
v pension obligations
the group has both defined benefit and defined contribution plans
the liability recognised in the balance sheet in respect of defined benefit
pension plans is the present value of the defined benefit obligation at
the balance sheet date less the fair value of plan assets together with
adjustments for unrecognised past service costs the defined benefit
obligation is calculated annually by independent actuaries using the
projected unit credit method the present value of the defined benefit
obligation is determined by discounting the estimated future cash
outflows using interest rates of highquality corporate bonds that are
denominated in the currency in which the benefits will be paid and
that have terms to maturity approximating to the terms of the related
pension liability
actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are recognised in full as they arise
outside of 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 benefits
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 specified 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 defined contribution plans are recognised 
as an expense as the costs become payable the contributions 
are recognised as employee benefit expense when they are due
prepaid contributions are recognised as an asset to the extent that 
a cash refund or a reduction in the future payments is available sabmiller plc annual report 2010 notes to the consolidated financial statements 83
1 accounting policies continued
vi other postemployment obligations
some group companies provide postretirement healthcare benefits to
qualifying employees the expected costs of these benefits are assessed
in accordance with the advice of qualified actuaries and contributions
are made to the relevant funds over the expected service lives of the
employees entitled to those 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 qualified actuaries
vii termination benefits
termination benefits are payable when employment is terminated before
the normal retirement date or whenever an employee accepts voluntary
redundancy in exchange for these benefits the group recognises
termination benefits when it is demonstrably committed to terminating
the employment of current employees according to a detailed formal
plan without possibility of withdrawal or providing termination benefits
as a result of an offer made to encourage voluntary redundancy
benefits falling due more than 12 months after balance sheet date 
are discounted to present value in a similar manner to all longterm
employee benefits
x derivative financial instruments – hedge accounting
financial assets and financial liabilities at fair value through profit 
or loss include all derivative financial instruments the derivative
instruments used by the group which are used solely for hedging
purposes ie to offset foreign exchange and interest rate risks
comprise interest rate swaps cross currency swaps and forward
foreign exchange contracts such derivative instruments are used 
to alter the risk profile of an existing underlying exposure of the group
in line with the group’s risk management policies the group also has
derivatives embedded in other contracts primarily cross border foreign
currency supply contracts for raw materials
derivatives are initially recorded at fair value on the date a derivative
contract is entered into and are subsequently remeasured at their fair
value the method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument and
if so the nature of the hedging relationship
in order to qualify for hedge accounting the group is required to
document at inception the relationship between the hedged item 
and the hedging instrument as well as its risk management objectives
and strategy for undertaking hedging transactions the group is also
required to document and demonstrate that the relationship between
the hedged item and the hedging instrument will be highly effective
this effectiveness test is reperformed at each period end to ensure
that the hedge has remained and will continue to remain highly effective
the group designates certain derivatives as either hedges of the fair
value of recognised assets or liabilities or a firm commitment fair value
hedge hedges of highly probable forecast transactions or commitments
cash flow hedge or hedges of net investments in foreign operations
net investment hedge
i fair value hedges
fair value hedges comprise derivative financial instruments designated
in a hedging relationship to manage the group’s interest rate risk to
which the fair value of certain assets and liabilities are exposed changes
in the fair value of the derivative offset the relevant changes in the fair
value of the underlying hedged item attributable to the hedged risk in
the income statement in the period incurred
gains or losses on fair value hedges that are regarded as highly
effective are recorded in the income statement together with the 
gain or loss on the hedged item attributable to the hedged risk
ii cash flow hedges
cash flow hedges comprise derivative financial instruments designated
in a hedging relationship to manage currency and interest rate risk to
which the cash flows of certain liabilities are exposed the effective
portion of changes in the fair value of the derivative that is designated
and qualifies for hedge accounting is recognised in other comprehensive
income the ineffective portion is recognised immediately in the income
statement amounts accumulated in equity are reclassified to the income
statement in the period in which the hedged item affects profit or loss
however where a forecasted transaction results in a nonfinancial
asset or liability the accumulated fair value movements previously
deferred in equity are included in the initial cost of the asset or liability
iii hedges of net investments in foreign operations
hedges of net investments in foreign operations comprise either foreign
currency borrowings or derivatives typically forward exchange contracts
and cross currency swaps designated in a hedging relationship
gains or losses on hedging instruments that are regarded as highly
effective are recognised in 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 reclassified 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 reclassified 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 financial instruments for speculative purposes
y deposits by customers
returnable bottles and containers in circulation are recorded within
property plant and equipment and a corresponding liability is recorded
in respect of the obligation to repay the customers’ deposits deposits
paid by customers for branded returnable containers are reflected in
the balance sheet within current liabilities any estimated liability that
may arise in respect of deposits for unbranded containers and bottles
is shown in provisions
z earnings per share
basic earnings per share represents the profit on ordinary activities
after taxation attributable to the equity shareholders of the parent entity
divided by the weighted average number of ordinary shares in issue
during the year less the weighted average number of ordinary shares
held in the group’s employee benefit trust and in treasury during the year
diluted earnings per share represents the profit on ordinary activities
after taxation attributable to the equity shareholders divided by the
weighted average number of ordinary shares in issue during the 
year less the weighted average number of ordinary shares held in the
group’s employee benefit trust 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
overview business review governance financial statements shareholder information 84 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
2 segmental analysis 
operating segments reflect 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 defined as the executive directors the group is focused geographically
and as a result of the implementation of ifrs 8 africa and asia are now presented as separate segments comparative information has been
restated accordingly while not meeting the definition of reportable segments the group reports separately as segments asia 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 group
revenue ebita revenue ebita
2010 2010 2009 2009
usm usm usm usm
latin america 5905 1386 5495 1173
europe 5577 872 6145 944
north america 5228 619 5227 581
africa 2716 565 2567 562
asia 1741 71 1565 80
south africa 5183 1007 4303 886
– beverages 4777 885 3955 764
– hotels and gaming 406 122 348 122
corporate – 139 – 97
group 26350 4381 25302 4129
amortisation of intangible assets excluding software – group and share 
of associates’ and joint ventures’ 199 200
exceptional items – group and share of associates’ and joint ventures’ 507 69
net finance costs – group and share of associates’ and joint ventures’ excluding exceptional items 586 751
share of associates’ and joint ventures’ taxation 118 113
share of associates’ and joint ventures’ minority interests 42 38
profit before tax 2929 2958
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
share of share of
associates’ associates’
and joint and joint
ventures’ group ventures’ group
revenue revenue revenue revenue revenue revenue
2010 2010 2010 2009 2009 2009
usm usm usm usm usm usm
latin america 5894 11 5905 5484 11 5495
europe 5558 19 5577 6118 27 6145
north america 107 5121 5228 1553 3674 5227
africa 1774 942 2716 1615 952 2567
asia 473 1268 1741 470 1095 1565
south africa 4214 969 5183 3463 840 4303
– beverages 4214 563 4777 3463 492 3955
– hotels and gaming – 406 406 – 348 348
group 18020 8330 26350 18703 6599 25302 sabmiller plc annual report 2010 notes to the consolidated financial statements 85
2 segmental analysis continued
operating profit
the following table provides a reconciliation of operating profit to operating profit before exceptional items
operating operating
profit before profit before
operating exceptional exceptional operating exceptional exceptional
profit items items profit items items
2010 2010 2010 2009 2009 2009
usm usm usm usm usm usm
latin america 1114 156 1270 1102 45 1057
europe 638 202 840 448 452 900
north america 12 – 12 639 409 230
africa 313 3 316 354 – 354
asia 34 – 34 2 – 2
south africa beverages 773 53 826 704 – 704
corporate 197 58 139 97 – 97
group 2619 472 3091 3148 2 3146
ebita segment result
this comprises operating profit before exceptional items amortisation of intangible assets excluding software and includes the group’s share 
of associates’ and joint ventures’ operating profit on a similar basis the following table provides a reconciliation of operating profit before
exceptional items to ebita
share of amortisation of share of amortisation of
associates’ and intangible assets associates’ and intangible assets
joint ventures’ excluding joint ventures’ excluding
operating operating software – group operating operating software – group
profit before profit before and share of profit before profit before and share of
exceptional exceptional associates’ and exceptional exceptional associates’ and
items items joint ventures’ ebita items items joint ventures’ ebita
2010 2010 2010 2010 2009 2009 2009 2009
usm usm usm usm usm usm usm usm
latin america 1270 – 116 1386 1057 1 115 1173
europe 840 3 29 872 900 4 40 944
north america 12 562 45 619 230 314 37 581
africa 316 248 1 565 354 208 – 562
asia 34 98 7 71 2 75 7 80
south africa 826 180 1 1007 704 181 1 886
– beverages 826 59 – 885 704 60 – 764
– hotels and gaming – 121 1 122 – 121 1 122
corporate 139 – – 139 97 – – 97
group 3091 1091 199 4381 3146 783 200 4129
the group’s share of associates’ and joint ventures’ operating profit is reconciled to the share of posttax results of associates and joint ventures
in the income statement as follows
2010 2009
usm usm
share of associates’ and joint ventures’ operating profit before exceptional items 1091 783
share of associates’ and joint ventures’ exceptional items 18 91
share of associates’ and joint ventures’ net finance costs 40 25
share of associates’ and joint ventures’ taxation 118 113
share of associates’ and joint ventures’ minority interests 42 38
share of posttax results of associates and joint ventures 873 516
overview business review governance financial statements shareholder information 86 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
2 segmental analysis continued
ebitda
the following table provides a reconciliation of ebitda the net cash generated from operating activities before working capital movements
before cash exceptional items to ebitda after cash exceptional items a reconciliation of profit for the year for the group to ebitda after 
cash exceptional items for the group can be found in note 27a
ebitda ebitda
before cash cash before cash cash
exceptional exceptional exceptional exceptional
items items ebitda items items ebitda
2010 2010 2010 2009 2009 2009
usm usm usm usm usm usm
latin america 1710 92 1618 1418 19 1399
europe 1203 144 1059 1239 6 1233
north america
1
15 – 15 244 24 220
africa 412 3 409 415 – 415
asia 3 – 3 26 – 26
south africa beverages 984 42 942 883 – 883
corporate 8 58 66 12 – 12
group 4313 339 3974 4213 49 4164
1 ebitda excludes the results of associates and joint ventures and hence the decline in ebitda for north america is due to the us and puerto rico operations 
of the miller business being contributed into the millercoors joint venture during the prior year
other segmental information
capital capital
expenditure expenditure
excluding excluding
investment investment investment investment
activity
1
activity
2
total activity
1
activity
2
total
2010 2010 2010 2009 2009 2009
usm usm usm usm usm usm
latin america 357 13 344 552 113 439
europe 346 8 354 753 197 950
north america – 317 317 38 378 416
africa 524 84 608 416 49 465
asia 48 36 84 86 37 123
south africa 210 63 273 285 – 285
– beverages 210 – 210 285 – 285
– hotels and gaming –6363 –––
corporate 43 6 49 17 – 17
group 1528 501 2029 2147 548 2695
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 minorities 
and purchases and disposals of available for sale investments
depreciation and amortisation
2010 2009
usm usm
latin america 444 406
europe 330 349
north america – 31
africa 94 61
asia 28 25
south africa beverages 169 145
corporate 19 16
group 1084 1033 sabmiller plc annual report 2010 notes to the consolidated financial statements 87
2 segmental analysis continued
geographical information
the uk is regarded as being the group’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
2010 2009
usm usm
uk 270 218
colombia 3025 2781
peru 1349 1288
south africa 4214 3463
usa 97 1544
rest of world 9065 9409
group 18020 18703
noncurrent assets
2010 2009
1
usm usm
uk 302 237
colombia 8233 6300
peru 3326 3045
south africa 2468 1775
usa 6002 5720
rest of world 12705 10223
group 33036 27300
1 as restated see note 28
noncurrent assets by location exclude amounts relating to derivative financial instruments and deferred tax assets
overview business review governance financial statements shareholder information 88 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
3 net operating expenses
2010 2009
usm usm
cost of inventories recognised as an expense 4565 5203
– changes in inventories of finished goods and work in progress 34 69
– raw materials and consumables used 4531 5134
excise duties
1
3825 3820
employee benefits costs see note 6a 1985 1940
depreciation of property plant and equipment 881 829
– owned assets 649 621
– under finance lease 6 5
– containers 226 203
profit on disposal of available for sale investments 2 –
profit on disposal of businesses – 526
loss on disposal of property plant and equipment 39 10
amortisation of intangible assets 203 204
– intangible assets excluding software 150 164
– software 53 40
other expenses 4184 4352
– selling marketing and distribution costs 2054 2281
– repairs and maintenance expenditure on property plant and equipment 295 308
– impairment of goodwill – 364
– impairment of intangible assets – 14
– impairment of property plant and equipment 45 16
– impairment of trade and other receivables 43 31
– operating lease rentals – land and buildings 57 65
– operating lease rentals – plant vehicles and systems 89 91
– research and development expenditure 4 7
– other operating expenses 1597 1175
total net operating expenses by nature 15680 15832
other income 279 277
– revenue received from royalties 35 36
– dividends received from investments 2 1
– other operating income 242 240
net operating expenses 15401 15555
1 excise duties of us3825 million 2009 us3820 million have been incurred during the year as follows latin america us1517 million 2009 us1383 million
europe us1075 million 2009 us1118 million north america us2 million 2009 us239 million africa us282 million 2009 us270 million asia us181 million
2009 us184 million and south africa us768 million 2009 us626 million
foreign exchange differences recognised in the profit for the year except for those arising on financial instruments measured at fair value under
ias 39 were a gain of us27 million 2009 loss of us34 million
the following fees were paid to a number of different accounting firms as auditors of various parts of the group
2010 2009
usm usm
group auditors
fees payable to the group’s auditor and its associates for
auditing of subsidiaries pursuant to legislation 8 6
other services supplied pursuant to legislation 1 1
other services relating to taxation 6 4
services relating to corporate finance transactions 3 –
other services
1
6 4
fees payable to the group’s auditor for auditing of the parent company’s annual accounts 2 1
26 16
1 in 2010 principally relating to the business capability programme
2010 2009
usm usm
other auditors
fees payable to other auditors for other services
auditing of subsidiaries pursuant to legislation 2 1
other services relating to taxation 2 2
internal audit services – 1
it consulting services
1
4 –
other services
1
15 3
23 7
1 in 2010 principally relating to the business capability programme sabmiller plc annual report 2010 notes to the consolidated financial statements 89
4 exceptional items
2010 2009
usm usm
exceptional items included in operating profit
business capability programme costs 325 –
impairments 45 392
integration and restructuring costs 78 110
transaction costs 24 –
profit on disposal of businesses – 526
unwinding of fair value adjustments on inventory – 9
litigation – 13
net exceptional lossesgains included within operating profit 472 2
exceptional items included in net finance costs
business capability programme costs 17 –
gain on early termination of financial derivatives – 20
net exceptional lossesgains included within net finance costs 17 20
share of associates’ and joint ventures’ exceptional items
integration and restructuring costs 14 33
unwinding of fair value adjustments on inventory 4 13
impairment of intangible assets – 38
fair value losses on financial instruments – 7
share of associates’ and joint ventures’ exceptional losses 18 91
taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ exceptional items 64 56
exceptional items included in operating profit
business capability programme costs
following the establishment of the business capability programme which will streamline finance human resources and procurement activities
through the deployment of global systems and within regions the introduction of common sales distribution and supply chain management
systems costs of us325 million have been incurred in the year 2009 usnil
impairments
during 2010 an impairment charge of us45 million was recorded in relation to property plant and equipment following the announcement 
of the closure of production facilities at the bogota brewery in colombia
in 2009 goodwill impairments were recorded in respect of the grolsch business and sarmat in ukraine of us350 million and us14 million
respectively other impairments principally related to intangible assets and property plant and equipment in ukraine of us28 million
integration and restructuring costs
in europe us64 million of integration and restructuring costs were incurred in romania following the acquisition of bere azuga including the
closure of a brewery in poland including the closure of the kielce brewery in slovakia including the closure of the topolcany brewery and in
italy the netherlands and the canary islands primarily associated with retrenchments in latin america us14 million was incurred in relation 
to restructuring following the announcement of the closure of the production facilities at the bogota brewery in colombia
in 2009 us51 million of integration and restructuring costs were incurred in grolsch poland the czech republic russia and ukraine in
europe us31 million of restructuring costs were incurred in latin america principally in colombia and us28 million of staff retention and
certain integration costs were recorded in north america relating to millercoors
transaction costs
during 2010 us11 million of costs have been incurred in relation to the broadbased black economic empowerment transaction in south africa
additionally costs of us13 million were incurred in relation to transaction services and have been treated as exceptional in the corporate division
profit on disposal of businesses
in 2009 a profit of us437 million arose in north america on the disposal of the us and puerto rico operations of the miller business into the
millercoors joint venture in latin america a net us89 million profit on disposal was recorded on the disposal of the water business in colombia
and the soft drinks business in bolivia
unwinding of fair value adjustments on inventory
on the acquisition of grolsch inventory was fair valued to market value the uplift was charged to the income statement as the inventory was
sold during 2009 us9 million was charged to operating profit and treated as an exceptional item
litigation
during 2009 a provision was booked in latin america relating to ongoing litigation amounting to us13 million
overview business review governance financial statements shareholder information 90 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
4 exceptional items continued
exceptional items included in net finance costs
business capability programme costs
as a result of the business capability programme and resultant changes in treasury systems used and their differing valuation methodologies 
a charge of us17 million has been incurred to reflect differences on the fair valuation of financial instruments 2009 usnil
early termination of financial derivatives
during 2009 a us20 million gain arose on the early termination of financial derivatives
share of associates’ and joint ventures’ exceptional items
integration and restructuring costs
during 2010 the group’s share of millercoors’ integration and restructuring costs was us14 million primarily related to relocation and
severance costs 2009 us33 million
unwinding of fair value adjustments on inventory
in 2010 the group’s share of millercoors’ charge to operating profit in the year relating to the unwind of the fair value adjustment to inventory
was us4 million 2009 us13 million
impairment of intangible assets
in 2009 this related to the group’s share of the impairment of the sparks brand recorded in millercoors
fair value losses on financial instruments
in 2009 the group’s share of losses related to fair value mark to market adjustments on financial instruments at hotels and gaming amounted 
to us7 million
taxation credits relating to subsidiaries’ and the group’s share of associates’ and joint ventures’ exceptional items
taxation credits of us64 million 2009 us56 million arose in relation to exceptional items during the year and include us7 million 
2009 us31 million in relation to millercoors although the tax credit is recognised in miller brewing company see note 7
5 net finance costs
2010 2009
usm usm
a interest payable and similar charges
interest payable on bank loans and overdrafts 162 262
interest payable on derivatives 216 253
interest payable on corporate bonds 389 406
interest element of finance lease payments 1 1
net exchange gainslosses on financing activities 51 288
fair value losses on financial instruments
– fair value losses on dividend related derivatives
1
9 12
– fair value losses on standalone derivative financial instruments 104 27
– ineffectiveness of net investment hedges
1
8 22
change in valuation methodology of financial instruments
1
17 –
other finance charges 24 30
total interest payable and similar charges 879 1301
b interest receivable and similar income
interest receivable 60 66
interest receivable on derivatives 217 201
fair value gains on financial instruments
– fair value gains on standalone derivative financial instruments 28 291
– ineffectiveness of fair value hedges – 10
– fair value gains on dividend related derivatives
1
– 7
gain on early termination of financial derivatives
1
– 20
net exchange gains on dividends
1
9 –
other finance income 2 –
total interest receivable and similar income 316 595
net finance costs 563 706
1 these items have been excluded from the determination of adjusted earnings per share adjusted net finance costs are therefore us538 million 2009 us699 million
refer to note 22 – financial risk factors for interest rate risk information sabmiller plc annual report 2010 notes to the consolidated financial statements 91
6 employee and key management compensation costs
a employee costs
2010 2009
usm usm
wages and salaries 1631 1580
sharebased payments 80 79
social security costs 168 164
pension costs 106 99
postretirement benefits other than pensions 13 19
1998 1941
of the us1998 million employee costs shown above us13 million has been capitalised within property plant and equipment 2009 us1 million
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
2010 2009
number number
latin america 24979 24793
europe 15201 15987
north america 50 1544
africa 12182 9078
asia 4494 4763
south africa 12885 12184
corporate 340 286
group 70131 68635
c key management compensation
the directors of the group and members of the executive committee excom are defined as key management at 31 march 2010 there were 
25 2009 23 key management
2010 2009
usm usm
salaries and shortterm employee benefits 30 23
postemployment benefits 2 2
sharebased payments 21 14
53 39
the key management figures given above include the directors
d directors
2010 2009
usm usm
aggregate emoluments £5488539 2009 £4251478 9 7
aggregate gains made on the exercise of share options or vesting of share awards 29 2
company contributions to money purchase schemes £549600 2009 £528000 1 1
39 10
at 31 march 2010 two directors 2009 two had retirement benefits accruing under money purchase pension schemes
full details of individual directors’ remuneration are given in the remuneration report on pages 59 to 67
overview business review governance financial statements shareholder information 92 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
7 taxation
2010 2009
usm usm
current taxation 725 670
– charge for the year uk corporation tax us6 million 2009 us4 million 755 693
– adjustments in respect of prior years 30 23
withholding taxes and other remittance taxes 77 67
total current taxation 802 737
deferred taxation 46 64
– charge for the year uk corporation tax usnil 2009 usnil 71 81
– adjustments in respect of prior years 14 14
– rate change 11 3
taxation expense 848 801
tax creditcharge relating to components of other comprehensive income is as follows
deferred tax credit on actuarial gains and losses 10 94
deferred tax chargecredit on financial instruments 46 31
36 125
total current tax 802 737
total deferred tax 82 61
total taxation 884 676
effective tax rate  285 302
see page 158 for the definition of the effective tax rate this calculation is on a basis consistent with that used in prior years and is also
consistent with other group operating metrics
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 profits 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
2010 2009
usm usm
profit before taxation 2929 2958
less share of posttax results of associates and joint ventures 873 516
2056 2442
tax charge at standard uk rate of 28 2009 28 576 684
exempt income 30 39
other incentive allowances 17 21
expenses not deductible for tax purposes 79 62
deferred tax asset not recognised 28 55
tax impact of millercoors joint venture 154 64
withholding taxes and other remittance taxes 71 67
other taxes 20 30
adjustments in respect of foreign tax rates 14 74
adjustments in respect of prior periods 44 37
deferred taxation rate change 11 3
deferred taxation on unremitted earnings of overseas subsidiaries 8 13
total taxation expense 848 801 sabmiller plc annual report 2010 notes to the consolidated financial statements 93
8 earnings per share
2010 2009
us cents us cents
basic earnings per share 1226 1252
diluted earnings per share 1221 1246
headline earnings per share 1273 1190
adjusted basic earnings per share 1611 1375
adjusted diluted earnings per share 1604 1368
the weighted average number of shares was
2010 2009
millions of shares millions of shares
ordinary shares 1641 1514
treasury shares see note 25 77 7
esop trust ordinary shares 6 5
basic shares 1558 1502
dilutive ordinary shares from share options 6 8
diluted shares 1564 1510
the calculation of diluted earnings per share excludes 6920802 2009 12793912 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 and 10485166 2009 8912780 share awards that were
nondilutive for the year because the performance conditions attached to the share awards have not been met these share awards could
potentially dilute earnings per share in the future
9932750 share awards were granted after 31 march 2010 and before the date of signing of these financial statements
adjusted and headline earnings
the group presents an adjusted earnings per share figure which excludes the impact of amortisation of intangible assets excluding capitalised
software certain nonrecurring items and posttax exceptional items in order to present an additional measure of performance for the years
shown in the consolidated financial statements adjusted earnings per share has been based on adjusted earnings for each financial year and 
on the same number of weighted average shares in issue as the basic earnings per share calculation headline earnings per share has been
calculated in accordance with the south african circular 82007 entitled ‘headline earnings’ which forms part of the listing requirements for the
jse ltd jse the adjustments made to arrive at headline earnings and adjusted earnings are as follows
2010 2009
usm usm
profit for the financial year attributable to equity holders of the parent 1910 1881
headline adjustments
impairment of goodwill – 364
impairment of intangible assets – 14
impairment of property plant and equipment 45 16
loss on disposal of property plant and equipment 39 10
profit on disposal of businesses – 526
profit on disposal of available for sale investments 2 –
tax effects of the above items 17 4
minority interests’ share of the above items 9 1
share of joint ventures’ and associates’ headline adjustments net of tax and minority interests – 34
headline earnings 1984 1788
business capability programme costs 342 –
integration and restructuring costs 41 108
transaction costs 24 –
net loss on fair value movements on capital items
1
8 27
unwind of fair value adjustments on inventory – 9
gain on early termination of financial derivatives – 20
litigation – 13
amortisation of intangible assets excluding capitalised software 150 164
tax effects of the above items 101 110
minority interests’ share of the above items 6 4
share of joint ventures’ and associates’ other adjustments net of tax and minority interests 67 90
adjusted earnings 2509 2065
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 94 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
9 dividends
2010 2009
usm usm
equity
2009 final dividend paid 420 us cents 2008 420 us cents per ordinary share 654 640
2010 interim dividend paid 170 us cents 2009 160 us cents per ordinary share 270 237
924 877
in addition the directors are proposing a final dividend of 510 us cents per share in respect of the financial year ended 31 march 2010 which will
absorb an estimated us812 million of shareholders’ funds if approved by shareholders the dividend will be paid on 13 august 2010 to shareholders
registered on the london and johannesburg registers on 6 august 2010 the total dividend per share for the year is 680 us cents 2009 580 us cents
on 26 february 2009 the nonvoting convertible shares held by safari ltd were converted into ordinary shares and then acquired by the company
to be held as treasury shares the treasury shares are not entitled to dividends safari ltd previously waived its rights to interim dividends in
respect of 2009 of us12 million
the employees’ benefit trust ebt which holds shares for the various executive share incentive plans has waived its rights to dividends
dividends are paid between group companies out of profits available for distribution subject to amongst other things in the case of companies
incorporated in the united kingdom the provisions of the companies’ articles of association and the companies act 2006 there are restrictions
over the distribution by a company incorporated in the united kingdom of any profits which are not generated from external cash receipts as
defined in technical release 109 issued by the institute of chartered accountants in england and wales the final dividend of the company 
of us654 million paid on 28 august 2009 relating to the year ended 31 march 2009 and the interim dividend of us270 million paid on
11 december 2009 relating to the six months ended 30 september 2009 were paid out of profits available for distribution and the final dividend 
of the company of us812 million proposed to be paid on 13 august 2010 relating to the year ended 31 march 2010 will be paid out of profits
available for distribution
10 goodwill
usm
cost
at 1 april 2008 15133
exchange adjustments 2212
arising on increase in share of subsidiary undertakings 3
acquisitions – through business combinations 123
contributed to joint ventures 3998
at 31 march 2009
1
9049
exchange adjustments 1677
arising on increase in share of subsidiary undertakings see note 29 1125
acquisitions – through business combinations provisional see note 29 72
at 31 march 2010 11923
accumulated impairment
at 1 april 2008 –
exchange adjustments 31
impairment 364
at 31 march 2009 333
exchange adjustments 6
at 31 march 2010 339
net book amount
at 1 april 2008 15133
at 31 march 2009
1
8716
at 31 march 2010 11584
1 as restated see note 28 sabmiller plc annual report 2010 notes to the consolidated financial statements 95
10 goodwill continued
2010
provisional goodwill arose on the acquisition through business combinations in the year of ambo in ethiopia rwenzori in uganda a maheu
business in zambia and azuga in romania together with goodwill arising on the increase in the group’s share of subsidiary undertakings
primarily related to the buyout of minority interests in poland see note 29 the fair value exercises in respect of these business combinations
have yet to be completed
2009
additional goodwill arose on the acquisitions of vladpivo in russia sarmat in ukraine pabod in nigeria voltic in nigeria and ghana and sabmiller
vietnam jv company limited in vietnam which occurred in the year the fair value exercises in respect of these acquisitions are now complete
goodwill arising on the formation of the millercoors joint venture is recorded within the investment in joint ventures
goodwill impairments were recorded in respect of the grolsch business and sarmat in ukraine of us350 million and us14 million respectively
goodwill is monitored principally on an individual country basis and the net book value is allocated by cash generating unit cgu as follows
2010 2009
1
usm usm
cgus
latin america
– central america 830 830
– colombia 4474 3387
– peru 1645 1482
– other latin america 204 201
europe
– czech 933 873
– netherlands 104 103
– italy 437 428
– poland 1331 58
– other europe 122 91
north america 256 256
africa 195 148
asia
– india 390 354
– other asia 13 11
south africa 650 494
11584 8716
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 flows generated from continuing use of the cgu using a posttax discount rate as this closely approximates to applying pretax discount
rates to pretax cash flows where a potential impairment is identified using posttax cash flows and posttax discount rates the impairment
review is reperformed on a pretax basis in order to determine the impairment loss to be recorded the key assumptions for the value in use
calculations are as follows
expected volume growth rate – cash flows are based on financial forecasts approved by management covering fiveyear periods and are
dependent on the expected volume growth rates
discount rate – the discount rate weighted average cost of capital is calculated using a methodology which reflects the returns from united
states treasury notes with a maturity of 20 years and an equity risk premium adjusted for specific industry and country risks the group applies
local posttax discount rates to local posttax cash flows
longterm growth rate – cash flows after the first fiveyear period were extrapolated using a longterm growth rate in order to calculate the
terminal recoverable amount
the following table presents the key assumptions used in the value in use calculations in each of the group’s operating segments
expected volume posttax longterm 
growth rates 2011–2015 discount rates growth rates
latin america 39–57 90–139 20–30
europe 05–110 81–106 20–25
north america 47 78 25
africa 16–149 88–251 30–75
asia 97–127 81–99 30–70
south africa 41 98 30
overview business review governance financial statements shareholder information 96 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
10 goodwill continued
impairment reviews results
as a result of the annual impairment reviews no impairment losses have been recognised in the year
in 2009 total impairment losses recognised in respect of cgus were as follows
usm
netherlands 350
ukraine 42
392
netherlands
the grolsch business was acquired in february 2008 for total consideration of us1201 million the impairment loss of us350 million arose
principally due to deterioration in forecast trading conditions in both the netherlands which was impacted by excise increases and the introduction
of a smoking ban and in export markets the impairment loss was allocated to goodwill
ukraine
a total impairment loss of us42 million was recognised in respect of cjsc sarmat in ukraine which was acquired in july 2008 subsequent to
the acquisition the business did not perform as expected as the ukrainian economy suffered a significant downturn from which it was expected
to take a significant amount of time to recover the impairment loss was allocated to goodwill intangible assets and property plant and equipment
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
computer
brands software other total
usm usm usm usm
cost
at 1 april 2008 5148 417 71 5636
exchange adjustments 1019 51 2 1072
additions – separately acquired 28 44 1 73
acquisitions – through business combinations 41 1 – 42
contributed to joint ventures 215 149 – 364
transfers – 7 7 –
transfers from property plant and equipment – 13 2 15
transfers to other assets – 13 – 13
disposals 9 – – 9
at 31 march 2009
1
3974 269 65 4308
exchange adjustments 718 39 2 759
additions – separately acquired – 92 1 93
acquisitions – through business combinations see note 29 32 – 1 33
transfers from property plant and equipment – 30 2 32
at 31 march 2010 4724 430 71 5225
aggregate amortisation and impairment
at 1 april 2008 353 241 6 600
exchange adjustments 92 25 – 117
amortisation 148 40 16 204
contributed to joint ventures 27 105 – 132
impairment 14 – – 14
disposals 3 – – 3
at 31 march 2009 393 151 22 566
exchange adjustments 80 19 3 102
amortisation 144 53 6 203
at 31 march 2010 617 223 31 871
net book amount
at 1 april 2008 4795 176 65 5036
at 31 march 2009
1
3581 118 43 3742
at 31 march 2010 4107 207 40 4354
1 as restated see note 28
during 2010 no impairment charge in respect of intangible assets was incurred 2009 impairment charge of us14 million was incurred
in respect of intangible assets in ukraine sabmiller plc annual report 2010 notes to the consolidated financial statements 97
11 intangible assets continued
at 31 march 2010 significant individual brands included within the carrying value of intangible assets are as follows
amortisation
2010 2009 period remaining
usm usm years
brand carrying value
aguila colombia 1533 1187 35
cristal peru 643 596 35
grolsch netherlands 482 485 38
12 property plant and equipment
assets in 
course of land and plant vehicles returnable
construction buildings and systems containers total
usm usm usm usm usm
cost
at 1 april 2008 918 3354 7889 1854 14015
exchange adjustments 209 738 1740 409 3096
additions 1116 101 481 376 2074
acquisitions – through business combinations 1 40 112 9 162
contributed to joint ventures 18 290 1247 94 1649
breakages and shrinkage – – – 63 63
transfers 1047 240 735 72 –
transfers to intangible assets 15 – – – 15
disposals 1 25 208 145 379
at 31 march 2009
1
745 2682 6022 1600 11049
exchange adjustments 59 460 1135 291 1945
additions 520 139 513 268 1440
acquisitions – through business combinations see note 29 – 13 22 2 37
breakages and shrinkage – – – 58 58
transfers 748 124 574 50 –
transfers to intangible assets 32 – – – 32
disposals 1 31 258 48 338
at 31 march 2010 543 3387 8008 2105 14043
accumulated depreciation and impairment
at 1 april 2008 – 542 3505 855 4902
exchange adjustments – 138 867 206 1211
provided during the period – 66 560 203 829
contributed to joint ventures – 69 509 28 606
breakages and shrinkage – – – 9 9
impairment – 4 11 1 16
disposals – 3 148 127 278
at 31 march 2009 – 402 2552 689 3643
exchange adjustments – 81 583 144 808
provided during the period – 72 583 226 881
breakages and shrinkage – – – 18 18
impairment – – 45 – 45
transfers – – 3 3 –
disposals – 2 208 21 231
at 31 march 2010 – 553 3552 1023 5128
net book amount
at 1 april 2008 918 2812 4384 999 9113
at 31 march 2009
1
745 2280 3470 911 7406
at 31 march 2010 543 2834 4456 1082 8915
1 as restated see note 28
included in land and buildings is freehold land with a cost of us624 million 2009 us554 million which is not depreciated
overview business review governance financial statements shareholder information 98 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
12 property plant and equipment continued
included in plant vehicles and systems are the following amounts relating to assets held under finance leases
2010 2009
usm usm
net book amount 20 28
included in the amounts above are the following amounts in respect of borrowing costs capitalised
2010 2009
usm usm
at beginning of year 31 26
exchange adjustments 5 5
amortised during the year 3 4
capitalised during the year 25 14
at end of year 58 31
borrowing costs of us25 million 2009 us14 million were capitalised during the year at an effective rate of 993 2009 1347 it is
anticipated that of the borrowing costs capitalised during the year potentially us9 million 2009 us3 million will be available for tax relief
borrowings are secured by various of the group’s property plant and equipment with an aggregate net book value of us207 million 2009
us146 million
13 investments in joint ventures
a list of the group’s significant investments in joint ventures including the name country of incorporation and proportion of ownership interest 
is given in note 33 to the consolidated financial statements
usm
at 1 april 2008 –
exchange adjustments 10
reclassification from investments in associates
1
30
formation of the millercoors joint venture 5804
investments in joint ventures 235
share of results retained 225
share of losses recognised in other comprehensive income 335
dividends received 454
at 31 march 2009 5495
exchange adjustments 11
investments in joint ventures 353
share of results retained 536
share of gains recognised in other comprehensive income 134
dividends received 707
at 31 march 2010 5822
1 as a result of sabmiller entering the millercoors joint venture joint ventures became a material item in the group’s financial statements this meant 
that investments in immaterial joint ventures previously classified as investments in associates were reclassified as investments in joint ventures
the initial cost of investment for the millercoors joint venture included 58 of the carrying value of net assets of the us and puerto rico
operations contributed by miller and 58 of the fair value of the business contributed by coors brewing company see note 29 for further
information relating to the net assets contributed to the joint venture by miller in the prior year
summarised financial information for the group’s interest in joint ventures is shown below
2010 2009
usm usm
revenue 5168 3708
expenses 4631 3483
profit after tax 537 225
noncurrent assets 5842 5631
current assets 649 625
current liabilities 564 639
noncurrent liabilities 722 782 sabmiller plc annual report 2010 notes to the consolidated financial statements 99
14 investments in associates
a list of the group’s significant investments in associates including the name country of incorporation and proportion of ownership interest 
is given in note 33 to the consolidated financial statements
usm
at 1 april 2008 1826
exchange adjustments 142
reclassification to investments in joint ventures 30
investments in associates 4
repayment of investments by associates 3
share of results retained 291
share of gains recognised in other comprehensive income 5
dividends received 151
transfer to subsidiary undertaking 13
at 31 march 2009 1787
exchange adjustments 90
investments in associates 76
repayment of investments by associates 3
share of results retained 337
share of gains recognised in other comprehensive income 2
dividends received 109
transfer from other assets 33
at 31 march 2010 2213
2010
on 12 october 2009 sabsa holdings pty ltd a wholly owned subsidiary of the group subscribed for r490 million us63 million preference
shares in tsogo sun gaming pty ltd a wholly owned subsidiary of the group’s associate tsogo sun holdings ltd tsh as the group’s share
of the funding for the 30 increase in the tsh group’s effective interest in tsogo sun kwazulunatal pty ltd the licensee and operator of the
suncoast casino in durban
2009
the group’s interest in pacific beverages pty ltd in australia was classified as a joint venture following the formation of the millercoors joint venture
on 20 march 2009 the remaining 50 equity investment in sabmiller vietnam jv company limited vietnam was purchased and from this
date the company has been accounted for as a subsidiary
the analysis of associated undertakings between listed and unlisted investments is shown below
2010 2009
usm usm
listed 189 121
unlisted 2024 1666
2213 1787
the market value of listed investments included above is
– distell group ltd 547 318
– delta corporation limited 126 –
summarised financial information for associates for total assets total liabilities revenue and profit or loss on a 100 basis is shown below
2010 2009
usm usm
total assets 10020 8518
total liabilities 3745 2873
revenue 9363 8370
net profit 1321 1084
delta corporation limited a listed associate undertaking of the group which operates in zimbabwe was restricted from paying dividends or
exporting capital due to foreign currency shortages and as such the market value of its listed shares was not included above in the prior year
following the easing of certain of the restrictions during the year the market value at 31 march 2010 has been included above some of the
group’s investments in associated undertakings which operate in african countries are also subject to local exchange control regulations these
local exchange control regulations provide for restrictions on exporting capital from those countries other than through normal dividends
overview business review governance financial statements shareholder information 100 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
15 available for sale investments
usm
at 1 april 2008 53
exchange adjustments 5
additions 14
contributed to joint ventures 10
disposals 4
net losses transferred to other comprehensive income 8
at 31 march 2009 40
exchange adjustments 5
additions 6
transfer to subsidiary undertaking see note 29 11
disposals 12
net gains transferred to other comprehensive income 4
at 31 march 2010 32
2010 2009
usm usm
analysed as
noncurrent 31 29
current 1 11
32 40
none of the available for sale investments are past due or impaired
available for sale investments are denominated in the following currencies
2010 2009
usm usm
sa rand 14 6
us dollars 9 12
peruvian nuevo sol 3 8
other currencies 6 14
32 40
an analysis of available for sale investments between listed and unlisted is shown below
2010 2009
usm usm
listed 4 19
unlisted 28 21
32 40
the fair values of unlisted investments are based on cash flows discounted using a rate based on the market interest rate and the risk premium
specific to unlisted securities or by reference to valuations provided by third party investment managers the fair value of listed investments have
been determined by reference to quoted stock exchanges
the maximum exposure to credit risk at the reporting date is the fair value of the securities classified as available for sale
16 inventories
2010 2009
1
usm usm
raw materials and consumables 760 672
work in progress 146 135
finished goods and goods for resale 389 434
1295 1241
1 as restated see note 28
the following amount of inventories are expected to be utilised after 12 months
2010 2009
usm usm
raw materials and consumables 22 34
work in progress – 1
finished goods and goods for resale – 6
22 41
there were no borrowings secured on the inventories of the group 2009 usnil
an impairment charge of us20 million was recognised in respect of inventories during the year 2009 usnil sabmiller plc annual report 2010 notes to the consolidated financial statements 101
17 trade and other receivables
2010 2009
usm usm
trade receivables 1411 1177
less provision for impairment 156 121
trade receivables – net 1255 1056
other receivables 406 499
less provision for impairment 11 10
other receivables – net 395 489
amounts owed by associates – trade 3 27
amounts owed by joint ventures – trade 4 2
prepayments and accrued income 125 127
total trade and other receivables 1782 1701
analysed as
current
trade receivables – net 1244 1053
other receivables – net 291 386
amounts owed by associates – trade 3 27
amounts owed by joint ventures – trade 4 2
prepayments and accrued income 123 108
1665 1576
noncurrent
trade receivables – net 11 3
other receivables – net 104 103
prepayments and accrued income 2 19
117 125
the net carrying values of trade and other receivables are considered a close approximation of their fair values
at 31 march 2010 trade and other receivables of us405 million 2009 us356 million were past due but not impaired these relate to customers
of whom there is no recent history of default the ageing of these trade and other receivables is shown below
past due
fully within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2010 2010 2010 2010 2010 2010
usm usm usm usm usm usm
trade receivables 875 183 51 33 37 47
other receivables 192 21 10 9 3 11
amounts owed by associates – trade 3–––––
amounts owed by joint ventures – trade 4–––––
past due
fully within over
performing 30 days 3060 days 6090 days 90180 days 180 days
2009 2009 2009 2009 2009 2009
usm usm usm usm usm usm
trade receivables 674 154 41 26 34 35
other receivables 163 33 6 11 1 15
amounts owed by associates – trade 27 – ––––
amounts owed by joint ventures – trade 2 – ––––
the group holds collateral as security for past due trade receivables to the value of us52 million 2009 us49 million and for past due other
receivables of usnil 2009 us16 million
at 31 march 2010 trade receivables of us185 million 2009 us213 million were determined to be specifically impaired and provided for 
the amount of the provision at 31 march 2010 was us156 million 2009 us121 million and reflects trade receivables from customers which
are considered to be experiencing difficult economic situations it was assessed that a portion of these receivables is expected to be recovered
the group holds collateral as security against specifically impaired trade receivables with a fair value of us6 million 2009 us1 million
at 31 march 2010 other receivables of us12 million 2009 us13 million were determined to be specifically impaired and provided for the
amount of the provision at 31 march 2010 was us11 million 2009 us10 million and reflects loans to customers who are considered to be
experiencing difficult economic situations it was assessed that a portion of these receivables is expected to be recovered the group did not
hold collateral as security against specifically impaired other receivables at 31 march 2010 or 31 march 2009
collateral held primarily includes bank guarantees charges over assets and concurrent amounts owing to associates
overview business review governance financial statements shareholder information 102 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
17 trade and other receivables continued
the carrying amounts of trade and other receivables are denominated in the following currencies
2010 2009
usm usm
sa rand 366 217
us dollars 189 212
euro 342 370
colombian peso 123 93
british pound 42 93
other currencies 720 716
1782 1701
movements on the provision for impairment of trade receivables and other receivables are as follows
trade receivables other receivables
2010 2009 2010 2009
usm usm usm usm
at 1 april 121 148 10 42
provision for receivables impairment 42 28 1 3
receivables written off during the year as uncollectible 21 26 2 1
contributed to joint ventures – – – 42
transfers – – – 9
exchange adjustments 14 29 2 1
at 31 march 156 121 11 10
the creation of provisions for impaired receivables is included in net operating expenses in the income statement see note 3
18 cash and cash equivalents
2010 2009
1
usm usm
shortterm deposits 278 46
cash at bank and in hand 501 376
779 422
1 as restated see note 28
cash and shortterm deposits of us105 million 2009 us118 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 as at 31 march 2010
as at 31 march 2009 the pooling arrangement did not meet the setoff rules under ifrs and as a result the cash and bank overdraft balances
were reported gross on the balance sheet on a netted pro forma basis cash and cash equivalents and overdraft balances would have been
us9 million lower resulting in us413 million cash and cash equivalents and us291 million overdraft balances sabmiller plc annual report 2010 notes to the consolidated financial statements 103
19 trade and other payables
2010 2009
1
usm usm
trade payables 1058 789
accruals 695 506
deferred income 22 37
containers in the hands of customers 455 353
amounts owed to associates – trade 38 25
amounts owed to joint ventures – trade 23 29
deferred consideration for acquisitions 7 9
excise duty payable 337 225
vat and other taxes payable 181 110
other payables 556 503
total trade and other payables 3372 2586
analysed as
current
trade payables 1058 789
accruals 695 506
deferred income 6 –
containers in the hands of customers 455 353
amounts owed to associates – trade 38 25
amounts owed to joint ventures – trade 23 29
deferred consideration for acquisitions 4 6
excise duty payable 337 225
vat and other taxes payable 181 110
other payables 430 357
3227 2400
noncurrent
deferred income 16 37
deferred consideration for acquisitions 3 3
other payables 126 146
145 186
1 as restated see note 28
20 deferred taxation
the movement on the net deferred tax liability is shown below
2010 2009
1
usm usm
at 1 april 1869 1608
exchange adjustments 258 371
acquisitions – through business combinations 1 15
formation of millercoors joint venture – 678
rate change 11 3
charged to the income statement 57 67
deferred tax on items creditedcharged to other comprehensive income
– financial instruments 46 31
– actuarial gains and losses 10 94
at 31 march 2210 1869
1 as restated see note 28
overview business review governance financial statements shareholder information 104 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial 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
pensions and
postretirement investment
fixed asset benefit financial in millercoors other timing
allowances provisions intangibles instruments joint venture differences total
usm usm usm usm usm usm usm
deferred tax liabilities
at 1 april 2008 613 30 1383 139 – 122 1949
exchange adjustments 137 7 284 26 – 11 399
acquisitions – through business combinations 15 – 2 – – – 17
formation of millercoors joint venture – – – – 569 – 569
rate change 2 – – – – 3 5
transfers from deferred tax assets – – – – – 32 32
chargedcredited to the income statement 31 8 57 52 24 – 58
deferred tax on items creditedcharged to
other comprehensive income
– financial instruments – – – 6 39 – 33
– actuarial gains and losses – 5 – – 99 – 94
at 31 march 2009
1
520 10 1044 55 455 76 2030
exchange adjustments 101 3 204 4 – 29 269
acquisitions – through business combinations 1 – – – – – 1
rate change 2 – – – – 9 11
transfers from deferred tax assets 11 – – – – 2 13
chargedcredited to the income statement 47 2 38 26 93 17 57
deferred tax on items creditedcharged to
other comprehensive income
– financial instruments – – – 12 58 – 46
– actuarial gains and losses – 2 – – 7 – 5
at 31 march 2010 656 13 1210 97 599 19 2374
1 as restated see note 28
pensions and
postretirement
fixed asset benefit provisions financial other timing
allowances provisions and accruals instruments differences total
usm usm usm usm usm usm
deferred tax assets
at 1 april 2008 222 268 158 2 135 341
exchange adjustments 4 – 15 – 9 28
acquisitions – through business combinations – – – – 2 2
formation of millercoors joint venture 240 266 106 – 23 109
rate change – – – – 2 2
transfers to deferred tax liabilities – – – – 32 32
creditedcharged to the income statement 1 – 4 – 14 9
deferred tax on items charged to
other comprehensive income
– financial instruments – – – 2 – 2
at 31 march 2009 15 2 41 – 103 161
exchange adjustments 1 – 6 – 4 11
transfers to deferred tax liabilities 11 – – – 2 13
creditedcharged to the income statement 2 – 20 – 18 –
deferred tax on items credited to
other comprehensive income
– actuarial gains and losses – 5 – – – 5
at 31 march 2010 3 7 67 – 87 164
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 and latin america given both recent and forecast trading the
directors are of the opinion that the level of profits in the foreseeable future is more likely than not to be sufficient to recover these assets
deferred tax liabilities of us2349 million 2009 us2044 million are expected to be recovered after more than one year
deferred tax assets of us102 million 2009 us126 million are expected to be recovered after more than one year sabmiller plc annual report 2010 notes to the consolidated financial statements 105
20 deferred taxation continued
2010 2009
usm usm
unrecognised deferred tax assets
deferred tax assets have not been recognised in respect of the following items
tax losses 113 65
tax credits 36 64
capital allowances in excess of depreciation 13 9
sharebased payments 17 11
cash flow hedges 1 3
180 152
these deferred tax assets will not expire with the exception of us36 million 2009 us33 million tax credits which will expire if conditions for
utilisation are not met
deferred tax is recognised on the unremitted earnings of overseas subsidiaries where there is an intention to distribute those reserves a deferred
tax liability of us31 million 2009 us16 million has been recognised a deferred tax liability of us46 million 2009 us29 million has also
been recognised in respect of unremitted profits of associates where a dividend policy is not in place no deferred tax has been recognised 
on temporary differences of us5600 million 2009 us5100 million relating to unremitted earnings of overseas subsidiaries where either 
the overseas profits will not be distributed in the foreseeable future or where there are plans to remit overseas earnings of subsidiaries it is 
not expected that such distributions will give rise to a tax liability no deferred tax liability is recognised as the group is able to control the timing
of the reversal of these differences and it is probable that they will not reverse in the foreseeable future
as a result of a change in uk legislation which largely exempts overseas dividends received on or after 1 july 2009 from uk tax the temporary
differences are unlikely to lead to additional tax 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
21 borrowings
2010 2009
usm usm
current
secured
overdrafts 34 76
obligations under finance leases 5 4
other secured loans 46 18
85 98
unsecured
us300 million libor  03 notes due 2009
1
– 301
cop40 billion dtf  30 ordinary bonds due 2009 – 16
botswana pula 60 million 1135 fixed rate bond due 2011
2
9 –
commercial paper
3 4
633 773
other unsecured loans 722 736
overdrafts 156 224
1520 2050
total current borrowings 1605 2148
the fair value of current borrowings equals their carrying amount as the impact of discounting is not significant
1 on 28 june 2006 sabmiller plc issued us300 million libor plus 03 notes due july 2009 guaranteed by miller brewing company miller products company
miller breweries west limited partnership miller breweries east inc mbc1 llc mbc2 llc together the us guarantors and sabmiller finance bv  since 1 july 2008
the notes were not guaranteed the notes were repaid on 1 july 2009
2 on 28 july 2004 a 60 million botswana pula 1135 unsecured private bond was placed in the botswana debt capital market this bond matures on 31 march 2011
the bond is redeemable at any time at the option of the issuer at a market value in whole or in part the bond is not guaranteed
3 in october 2006 sabmiller plc entered into a us1000 million commercial paper programme for general corporate purposes debt issued under the programme
was guaranteed by the us guarantors and sabmiller finance bv until 30 june 2008 since 1 july 2008 debt issued under the programme is not guaranteed
4 on 17 july 2007 sabsa holdings pty ltd and sabfin pty ltd established a zar4000 million domestic medium term note programme under which commercial
paper may be issued on 24 december 2008 the programme was increased to zar6000 million debt issued under the programme is guaranteed by sabmiller plc
overview business review governance financial statements shareholder information 106 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
21 borrowings continued
2010 2009
usm usm
noncurrent
secured
obligations under finance leases 7 6
other secured loans 128 20
135 26
unsecured
us1100 million 55 notes due 2013
1
1142 1152
€1000 million 45 notes due 2015
2
1365 –
us300 million 6625 guaranteed notes due 2033
3
352 396
us600 million 62 notes due 2011
4
608 608
us850 million 65 notes due 2016
4
939 966
us550 million 57 notes due 2014
5
591 598
us700 million 65 notes due 2018
5
747 778
pen150 million 675 notes due 2015
6
53 –
cop640 billion ipc  73 ordinary bonds due 2014 390 333
cop5618 billion ipc  652 ordinary bonds due 2015 335 263
cop370 billion ipc  818 ordinary bonds due 2012 218 183
cop3385 billion ipc  75 ordinary bonds due 2013 202 172
zar1600 million 9935 guaranteed notes due 2012
7
219 167
us2000 million multicurrency revolving credit facility
8
– 735
us600 million multicurrency revolving credit facility
9
250 600
botswana pula 60 million 1135 fixed rate bond due 2011 – 8
other unsecured loans 263 485
7674 7444
total noncurrent borrowings 7809 7470
total current and noncurrent borrowings 9414 9618
analysed as
borrowings 9212 9308
obligations under finance leases 12 10
overdrafts 190 300
9414 9618
the fair value of noncurrent borrowings is us8351 million 2009 us8034 million the fair values are based on cash flows discounted using
prevailing interest rates
1 on 7 august 2003 miller brewing company issued us1100 million 55 guaranteed notes due august 2013 guaranteed by sabmiller plc and sabmiller
finance bv until 30 june 2008 since 1 july 2008 the notes are not guaranteed and sabmiller plc is the sole obligor of the notes the notes are redeemable in
whole or in part at any time at the option of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole but
not in part at the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of
redemption
2 on 17 july 2009 sabmiller plc issued €1000 million 45 notes due january 2015 the notes were issued under the us5000 million euro medium term 
note programme 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 7 august 2003 sabmiller plc issued us300 million 6625 guaranteed notes due august 2033 guaranteed by miller brewing company and sabmiller
finance bv until 30 june 2008 from 1 july 2008 millercoors llc is the sole guarantor the notes are redeemable in whole or in part at any time at the option 
of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole but not in part at the option of the issuer 
upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption
4 on 28 june 2006 sabmiller plc issued us600 million 62 notes due july 2011 and us850 million 65 notes due july 2016 guaranteed by the us
guarantors and sabmiller finance bv until 30 june 2008 since 1 july 2008 the notes are not guaranteed the notes are redeemable in whole or in part at 
any time at the option of the issuer at a redemption price equal to the makewhole amount in addition the notes are redeemable in whole but not in part at 
the option of the issuer upon the occurrence of certain changes in taxation at their principal amount with accrued and unpaid interest to the date of redemption
5 on 17 july 2008 sabmiller plc issued us550 million 57 notes due january 2014 and us700 million 65 notes due august 2018 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 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
6 on 12 march 2010 sabmiller plc issued pen150 million 675 notes due march 2015 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
7 on 19 july 2007 sabsa holdings pty ltd issued zar1600 million 9935 guaranteed notes due 2012 guaranteed by sabmiller plc the notes mature on 
19 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 the notes are redeemable in whole or 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 the redemption
8 on 12 december 2005 the group entered into a us2000 million multicurrency revolving credit facility for general corporate purposes the facility matures 
in december 2012
9 on 30 may 2008 the group entered into a us600 million revolving credit facility for general corporate purposes the facility matures in may 2011 sabmiller plc annual report 2010 notes to the consolidated financial statements 107
21 borrowings continued
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
2010 2009
usm usm
amounts expiring
within one year 441 716
between one and two years 1025 72
between two and five years 2112 1272
in five years or more 1 33
3579 2093
the facilities expiring within one year are annual facilities subject to review at various dates during the 2011 financial year
maturity of obligations under finance leases
obligations under finance leases are as follows
2010 2009
usm usm
the minimum lease payments under finance leases fall due as follows
within one year 5 4
between one and five years 5 5
in five years or more 3 2
13 11
future finance charges on finance leases 1 1
present value of finance lease liabilities 12 10
maturity of noncurrent financial liabilities
the maturity profile of the carrying amount of the group’s noncurrent financial liabilities at 31 march was as follows
net derivative net derivative
financial financial
borrowings finance assets
1
2010 borrowings finance assets
1
2009
and overdrafts leases note 23 total and overdrafts leases note 23 total
usm usm usm usm usm usm usm usm
amounts falling due
between one and two years 1048 4 – 1052 115 4 18 101
between two and five years 4693 3 135 4561 4460 2 138 4324
in five years or more 2061 – 218 1843 2889 – 339 2550
7802 7 353 7456 7464 6 495 6975
1 net borrowingsrelated derivative financial instruments only
22 financial risk factors
financial risk management
overview
in the normal course of business the group is exposed to the following financial risks
■
market risk
■
credit risk
■
liquidity risk
this note explains the group’s exposure to each of the above risks aided by quantitative disclosures included throughout these consolidated
financial 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 financial officer
who in this regard is supported by the treasury committee and the group treasury function amongst other responsibilities the audit committee
reviews the internal control environment and risk management systems within the group and it reports its activities to the board the board also
receives a quarterly report on treasury activities including confirmation of compliance with treasury risk management policies
overview business review governance financial statements shareholder information 108 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
22 financial risk factors continued
the group treasury function is responsible for the management of cash borrowings and the financial risks arising in relation to interest rates and
foreign exchange rates the responsibility for the management of commodities exposures lies with the procurement functions within the group
in relation to brewing materials these activities are coordinated by a global sourcing council some of the risk management strategies include
the use of derivatives principally in the form of forward foreign currency contracts cross currency swaps interest rate swaps and exchange
traded futures contracts in order to manage the currency interest rate and commodities exposures arising from the group’s operations the
group also purchases call options where these provide a costeffective hedging alternative and where they form part of an option collar strategy
the group also sells put options to reduce or eliminate the cost of purchased options it is the policy of the group that no trading in financial
instruments be undertaken
the group’s treasury policies are established to identify and analyse the financial risks faced by the group to set appropriate risk limits and
controls and to monitor exposures and adherence to limits
a market risk
i foreign exchange risk
the group is 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 us2329 million of us dollar borrowings and €254 million of euro borrowings
have been swapped into currencies that match the currency of the underlying operations of the group primarily south african rand but also
colombian peso peruvian nuevo sol czech koruna polish zloty russian rouble and euro of these financial derivatives us1161 million and
€150 million are accounted for as net investment hedges
the group does not hedge currency exposures from the translation of profits earned in foreign currency subsidiaries and associates
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 financial assets and liabilities held by group companies in currencies other than
their functional currencies and resulting in exchange movements in the income statement and balance sheet
other other
european african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 36 179 147 3 52 58 475
derivative financial instruments
1
512 3 461 – – 20 996
cash and cash equivalents 30 – 27 71 1 38 167
intragroup assets 254 – 1688 267 – 52 2261
at 31 march 2010 832 182 2323 341 53 168 3899
potential impact on earnings – lossgain
20 increase in functional currency 117 30 348 57 9 28 589
20 decrease in functional currency 140 36 417 68 11 34 706
potential impact on other comprehensive 
income – lossgain
20 increase in functional currency 22 – 39 – – – 61
20 decrease in functional currency 26 – 47 – – – 73
financial liabilities
trade and other payables 196 141 146 15 82 99 679
derivative financial instruments
1
205 617 619 892 – 245 2578
borrowings 310 2 1499 7 58 190 2066
intragroup liabilities 62 62 166 99 1 1 391
at 31 march 2010 773 822 2430 1013 141 535 5714
potential impact on earnings – gainloss
20 increase in functional currency 129 34 350 61 24 52 650
20 decrease in functional currency 155 41 419 74 28 63 780
potential impact on other comprehensive 
income – gainloss
20 increase in functional currency – 103 56 107 – 37 303
20 decrease in functional currency – 123 67 129 – 44 363
1 these represent the notional amounts of derivative financial instruments sabmiller plc annual report 2010 notes to the consolidated financial statements 109
22 financial risk factors continued
other other
european african
us dollars sa rand euro currencies currencies other total
usm usm usm usm usm usm usm
financial assets
trade and other receivables 63 32 81 88 14 26 304
derivative financial instruments
1
148 322 1326 324 – 10 2130
cash and cash equivalents 32 – 68 8 4 2 114
intragroup assets 279 1 1976 532 – 107 2895
available for sale investments 1 – – – – – 1
at 31 march 2009 523 355 3451 952 18 145 5444
potential impact on earnings – lossgain
20 increase in functional currency 61 7 502 110 2 21 703
20 decrease in functional currency 91 11 754 164 3 32 1055
potential impact on other comprehensive 
income – lossgain
20 increase in functional currency 1 54 60 30 – – 145
20 decrease in functional currency 2 82 90 46 – – 220
financial liabilities
trade and other payables 148 27 147 5 1 3 331
derivative financial instruments
1
705 133 210 384 – 199 1631
borrowings 315 – 614 138 1 116 1184
intragroup liabilities 92 1 79 101 1 4 278
at 31 march 2009 1260 161 1050 628 3 322 3424
potential impact on earnings – gainloss
20 increase in functional currency 153 6 287 41 – 20 507
20 decrease in functional currency 229 10 431 60 – 30 760
potential impact on other comprehensive 
income – gainloss
20 increase in functional currency 3 26 – 64 – 33 126
20 decrease in functional currency 5 38 – 96 – 50 189
1 these represent the notional amounts of derivative financial instruments
foreign currency sensitivity analysis
currency risks arise on account of financial instruments being denominated in a currency that is not the functional currency and being of 
a monetary nature
the group holds foreign currency cash flow hedges totalling us417 million at 31 march 2010 2009 us357 million the foreign exchange
gains or losses on these contracts are recorded in the cash flow hedging reserve until the hedged transactions occur at which time the
respective gains and losses are transferred to inventory property plant and equipment or to the income statement as appropriate
the group holds net investment hedges totalling us1751 million at 31 march 2010 2009 us1545 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
ii interest rate risk
as at 31 march 2010 34 2009 29 of consolidated gross borrowings were in fixed rates taking into account interest rate swaps and
forward rate agreements
the group’s policy is to borrow directly or synthetically in floating rates reflecting the fact that floating rates are generally lower than fixed rates 
in the medium term however a minimum of 25 of consolidated net borrowings is required to be in fixed rates for a minimum duration of 
12 months and the extent to which group borrowings may be in floating rates is restricted to the lower of 75 of consolidated net borrowings
and that amount of net borrowings in floating rates that with a 1 increase in interest rates would increase finance costs by an amount equal 
to but not more than 120 of normalised ebitda adjusted to exclude cash exceptional items the policy also excludes borrowings arising 
from recent acquisitions and any inflation linked debt where there will be a natural hedge within business operations
exposure to movements in interest rates in group borrowings is managed through interest rate swaps and forward rate agreements as at 
31 march 2010 on a policy adjusted basis excluding borrowings from recent acquisitions and any inflation linked debt 47 2009 35 of
consolidated net borrowings were in fixed rates the impact of a 1 rise in interest rates on borrowings in floating rates would be equivalent 
to 078 2009 108 of normalised ebitda adjusted to exclude cash exceptional items
overview business review governance financial statements shareholder information 110 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
22 financial risk factors continued
at 31 march 2010 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other european colombian 
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt
1
4862 392 1458 88 1205 630 8635
less fixed rate debt 4379 219 1365 – – 62 6025
variable rate debt 483 173 93 88 1205 568 2610
adjust for
financial derivatives 225 188 1071 600 567 – 2651
net variable rate debt exposure 708 361 1164 688 1772 568 5261
 100 bps change
potential impact on earnings 9 4 12 7 18 6 56
 100 bps change
potential impact on other 
comprehensive income 3 – 3 – – – 6
at 31 march 2009 the cash flow interest rate risk sensitivities on variable debt and interest rate swaps were
other european colombian 
us dollars sa rand euro currencies peso other total
usm usm usm usm usm usm usm
net debt
12
5905 504 707 282 1262 536 9196
less fixed rate debt 4506 164 – 60 – 120 4850
variable rate debt 1399 340 707 222 1262 416 4346
adjust for
financial derivatives 169 200 940 663 400 – 2034
net variable rate debt exposure 1230 540 1647 885 1662 416 6380
 100 bps change
potential impact on earnings 17 6171020 4 74
 100 bps change
potential impact on other 
comprehensive income 4– 5––– 9
1 excluding net borrowingsrelated derivative instruments
2 as restated see note 28
fair value sensitivity analysis for fixed income instruments
changes in the market interest rates of nonderivative financial instruments with fixed interest rates only affect income if these are measured at
their fair value as such all financial instruments with fixed rates of interest that are accounted for at amortised cost are not subject to interest
rate risk as defined in ifrs 7
the group holds derivative contracts with a nominal value of us2901 million as at 31 march 2010 2009 us2225 million which are
designated as fair value hedges in the case of these instruments and the underlying fixed rate bonds changes in the fair values of the hedged
item and the hedging instrument attributable to interest rate movements net off almost completely in the income statement in the same period
cash flow 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 2009
interest rate profiles of financial liabilities
the following table sets out the contractual repricing included within the underlying borrowings excluding net borrowingsrelated derivatives
exposed to either fixed interest rates or floating interest rates and revises this for the repricing effect of interest rate and cross currency swaps
2010 2009
total effect of total total effect of total 
borrowings derivatives exposure borrowings derivatives exposure
usm usm usm usm usm usm
financial liabilities
repricing due
within one year 3399 2806 6205 4836 2184 7020
between one and two years 609 – 609 104 50 54
between two and five years 3369 1431 1938 2538 759 1779
in five years or more 2037 1375 662 2140 1375 765
total interest bearing 9414 – 9414 9618 – 9618
analysed as
fixed rate interest 6025 2806 3219 4850 2034 2816
floating rate interest 3389 2806 6195 4768 2034 6802
total interest bearing 9414 – 9414 9618 – 9618 sabmiller plc annual report 2010 notes to the consolidated financial statements 111
22 financial risk factors continued
iii price risk
commodity price risk
the group is exposed to variability in the price of commodities used in the production or in the packaging of finished products such as the price
of malt barley sugar and aluminium these price risks are managed principally through multi year fixed price contracts with suppliers internationally
at 31 march 2010 the notional value of commodity derivatives amounted to us42 million 2009 us55 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 classified 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 financial loss to the group if a customer or counterparty to a financial instrument fails to meet its contractual obligations
financial instruments
the group limits its exposure to financial institutions by setting credit limits on a sliding scale based on their credit ratings and generally only with
counterparties with a minimum credit rating of bbb by standard  poors and baa3 from moody’s for banks with a lower credit rating or with no
international credit rating a maximum limit of us3 million is applied unless specific approval is obtained from either the chief financial officer
or the audit committee of the board the utilisation of credit limits is regularly monitored to reduce credit exposures the group has isda master
agreements with most of its counterparties for financial derivatives which permit net settlement of assets and liabilities in certain circumstances
trade and other receivables
there is no significant 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 us2749 million 2009 us2528 million restated which is the total of the group’s financial assets
c liquidity risk
liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due
the group finances its operations through cash generated by the business and a mixture of shortterm and mediumterm bank credit facilities
bank loans corporate bonds and commercial paper with a range of maturity dates in this way the group ensures that it is not overly reliant on
any particular liquidity source 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
the group has the following core lines of credit that are available for general corporate purposes and which are maintained by sabmiller plc
■
us2000 million committed syndicated facility maturing in december 2012
■
us515 million committed syndicated facility maturing in october 2010 including the right of the company to term out any amounts drawn 
for a maximum period of one year from the date of maturity of the facility
■
us600 million committed syndicated facility maturing in may 2011
liquidity risk faced by the group is mitigated by having diverse sources of finance available to it and by maintaining substantial unutilised banking
facilities and reserve borrowing capacity as indicated by the level of undrawn facilities
as at 31 march 2010 borrowing capacity under committed bank facilities amounted to us3579 million
overview business review governance financial statements shareholder information 112 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
22 financial risk factors continued
the table below analyses the group’s financial liabilities which will be settled on a net basis into relevant maturity groupings based on 
the remaining period at the balance sheet date to the contractual maturity date the amounts disclosed in the table are the contractual
undiscounted cash flows balances due within 12 months equal their carrying balances as the impact of discounting is not significant
less than between between over
1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm
at 31 march 2010
borrowings 1746 1921 5359 2694
derivative financial instruments 253 63 26 –
trade and other payables 2703 117 2 –
financial guarantee contracts 16 – – –
at 31 march 2009
1
borrowings 2613 573 5182 3271
derivative financial instruments 113 97 16 1
trade and other payables 2070 129 10 –
1 as restated see note 28
the table below analyses the group’s derivative financial 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 maturity date the amounts disclosed in the table are the contractual
undiscounted cash flows balances due within 12 months equal their carrying balances as the impact of discounting is not significant
less than between between over
1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm
at 31 march 2010
forward foreign exchange contracts
outflow 488 74 – –
inflow 434 67 – –
cross currency swaps
outflow 152 239 607 583
inflow 145 241 694 653
at 31 march 2009
forward foreign exchange contracts
outflow 283 13 – –
inflow 326 15 – –
cross currency swaps
outflow 261 469 765 555
inflow 256 491 903 664
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 confidence 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 financial covenant which was complied with
throughout the year
the group monitors its financial capacity and credit ratings by reference to a number of key financial ratios and cash flow metrics including 
net debt to ebitda and interest cover these provide a framework within which the group’s capital base is managed including dividend policy
the group is currently rated baa1 by moody’s investors service and bbb by standard  poor’s ratings services both with a stable outlook sabmiller plc annual report 2010 notes to the consolidated financial statements 113
22 financial risk factors continued
fair value estimation
effective 1 april 2009 the group adopted the amendment to ifrs 7 for financial instruments that are measured in the balance sheet at fair value
this requires disclosure of fair value measurements by level of the following fair value measurement hierarchy
the following table presents the group’s financial assets and liabilities that are measured at fair value at 31 march 2010
level 1 level 2 level 3 total
usm usm usm usm
assets
financial assets at fair value through profit or loss
derivative financial instruments – 429 – 429
available for sale investments 1161532
total assets 1 445 15 461
liabilities
financial liabilities at fair value through profit or loss
derivative financial instruments – 321 – 321
total liabilities – 321 – 321
the levels of the fair value hierarchy and its application to the group’s financial assets and liabilities are described below
level 1 quoted prices unadjusted in active markets for identical assets or liabilities
the fair value of financial 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 financial
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 financial 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 specific estimates if all significant 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
specific valuation techniques such as discounted cash flow analysis are used to determine fair value of the remaining financial instruments
the following table presents the changes in level 3 instruments for the year ended 31 march 2010
available for sale
investments
usm
at 1 april 15
exchange adjustments 1
disposals 1
at 31 march 15
overview business review governance financial statements shareholder information 114 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
23 derivative financial instruments
current derivative financial instruments
2010 2009
assets liabilities assets liabilities
usm usm usm usm
embedded derivatives – 4 – 1
interest rate swaps designated as cash flow hedges
1
– 4 – 2
forward foreign currency contracts – on operating items 5 12 10 2
forward foreign currency contracts – on borrowings
1
– 1 1 8
forward foreign currency contracts designated as net investment hedges –– – 1
forward foreign currency contracts designated as cash flow hedges – 26 42 4
forward foreign currency contracts designated as fair value hedges –– – 2
cross currency swaps – on operating items – 1 ––
cross currency swaps – on borrowings
1
14 125 1–
commodity contracts designated as cash flow hedges 1 1 – 15
20 174 54 35
1 borrowingsrelated derivative financial instruments amounting to a net liability of us116 million 2009 us8 million
noncurrent derivative financial instruments
2010 2009
assets liabilities assets liabilities
usm usm usm usm
interest rate swaps designated as fair value hedges
1
252 – 379 –
interest rate swaps designated as cash flow hedges
1
– 9 – 22
forward foreign currency contracts – on operating items –– – 1
forward foreign currency contracts – on borrowings
1
2 1 ––
forward foreign currency contracts designated as net investment hedges 2 17 5 5
forward foreign currency contracts designated as cash flow hedges – 7 3–
cross currency swaps – on operating items –– – 1
cross currency swaps – on borrowings
1
123 14 162 24
cross currency swaps designated as net investment hedges 30 99 146 54
409 147 695 107
1 borrowingsrelated derivative financial instruments amounting to a net asset of us353 million 2009 us495 million
derivatives designated as hedging instruments
i fair value hedges
the group has entered into several interest rate swaps to pay floating and receive fixed interest which have been designated as fair value 
hedges to hedge exposure to changes in the fair value of its us dollar and euro fixed rate borrowings noncurrent 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 2010 the notional amount of the us dollar interest rate swaps was us2225 million 2009 us2225 million the fixed interest
rates received vary from 55 to 6625 2009 55 to 6625 and the floating interest rates paid vary from libor plus 716 bps to libor
plus 1988 bps 2009 libor plus 716 bps to libor plus 1988 bps on the notional amount
as at 31 march 2010 the notional amount of the euro interest rate swaps was €500 million 2009 €nil the fixed interest rates received 
are 45 and floating interest rates paid vary from euribor plus 177 bps to euribor plus 178 bps on the notional amount
as at 31 march 2010 the carrying value of the hedged borrowings was us3152 million 2009 us2576 million
ii cash flow hedges
the group has entered into interest rate swaps designated as cash flow hedges to manage the interest rate on borrowings the notional amount
of these interest rate swaps was us345 million equivalent 2009 us493 million the fair value of these interest rate swaps was a liability of
us13 million 2009 us24 million the fixed interest rates paid vary from 35 to 47 2009 34 to 54 and the floating rates received
are libor and euribor plus zero bps 2009 libor and euribor plus zero bps as at 31 march 2010 the carrying value of the hedged
borrowings was us345 million 2009 us493 million
the group has entered into forward exchange contracts designated as cash flow hedges to manage shortterm foreign currency exposures to
expected future trade imports and exports as at 31 march 2010 the notional amounts of these contracts were €195 million 2009 €149 million
and us153 million 2009 us142 million
the group has entered into commodity contracts designated as cash flow hedges to manage the future price of commodities as at 31 march
2010 the notional amount of forward contracts for the purchase price of corn was us8 million 2009 us5 million and the notional amount 
of forward contracts for the purchase price of aluminium was us34 million 2009 us50 million sabmiller plc annual report 2010 notes to the consolidated financial statements 115
23 derivative financial instruments continued
the following table indicates the period in which the cash flows associated with derivatives that are cash flow hedges are expected to occur and
impact the income statement
carrying expected less than between between more than 
amount cash flows 1 year 1 and 2 years 2 and 5 years 5 years
usm usm usm usm usm usm
at 31 march 2010
interest rate swaps
liabilities 13 13 4 3 6 –
forward foreign currency contracts
liabilities 33 36 29 7 – –
commodity contracts
assets 1 1 1–––
liabilities 1 1 1 – – –
46 49 33 10 6 –
at 31 march 2009
interest rate swaps
liabilities 22 23 11 5 6 1
forward foreign currency contracts
assets 45 45 42 3 – –
liabilities 4 4 4 – – –
commodity contracts
liabilities 15 15 15 – – –
4 3 12 2 6 1
iii hedges of net investments in foreign operations
the group has entered into several forward foreign currency contracts and cross currency swaps which it has designated as hedges of net
investments in its foreign subsidiaries in south africa the czech republic poland italy peru and colombia to hedge the group’s exposure to
foreign exchange risk on these investments net losses relating to forward foreign currency contracts and cross currency swaps of us310 million
2009 gains of us337 million have been recognised in other comprehensive income
analysis of notional amounts on financial instruments designated as net investment hedges
2010 2009
m m
forward foreign currency contracts
sa rand zar 1703 1575
czech koruna czk 5500 –
peruvian nuevo sol pen 294 294
cross currency swaps
sa rand zar 2799 2799
polish zloty pln 649 636
czech koruna czk 2258 7788
euro € 38 246
colombian peso cop – 272220
standalone derivative financial instruments
i forward foreign currency contracts
the group has entered into forward foreign currency contracts to manage shortterm foreign currency exposures to expected future trade imports
and exports these derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement as at
31 march 2010 the notional amounts of these contracts were€53 million us35 million and zar22 million 2009 €54 million us128 million
and pln7 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 flows with gains and losses taken to the income statement as at 31 march 2010
the notional amounts of these contracts were us205 million russian rouble rub 1640 million and romanian lei ron 122 million 2009
us219 million €137 million pln70 million czk120 million ron35 million and huf5000 million
overview business review governance financial statements shareholder information 116 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
23 derivative financial instruments continued
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 flows with gains and losses taken to the income statement as at 31 march 2010 the notional
amounts of these contracts were€571 million rub2900 million and pln443 million 2009 €571 million and rub2900 million
the group has entered into cross currency swaps to manage the fluctuation of the exchange rates over a portion of its us dollar debt these
derivatives are fair valued based on discounted future cash flows with gains and losses taken to the income statement as at 31 march 2010
the notional amount of these contracts was us300 million 2009 us300 million
the group has entered into a cross currency swap to hedge the exposure to foreign exchange risk on its investment in foreign subsidiaries 
in colombia this derivative is fair valued based on discounted future cash flows with gains and losses taken to the income statement as at
31 march 2010 the notional amount of this contract was cop272220 million
fair value lossgain on financial instruments recognised in the income statement
2010 2009
usm usm
derivative financial instruments
interest rate swaps designated as fair value hedges 116 246
forward foreign currency contracts 7 16
forward foreign currency contracts designated as fair value hedges 1 3
cross currency swaps 99 265
cross currency swaps designated as net investment hedges 8 22
gain on early termination of financial derivatives – 20
change in valuation methodology of financial instruments 17 –
248 522
other financial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 118 236
total fair value lossgain on financial instruments recognised in the income statement 130 286
fair value gains or losses on borrowings and derivative financial instruments held to hedge interest rate risk on borrowings are recognised as 
part of net finance costs fair value gains or losses on all other derivative financial instruments are recognised in operating profit
reconciliation of total financial instruments
the table below reconciles the group’s accounting categorisation of financial assets and liabilities based on initial recognition to the classes 
of assets and liabilities as shown on the face of the balance sheet
fair value financial not
through liabilities categorised
income loans and available held at as a financial
statement receivables for sale amortised cost instrument total non current current
usm usm usm usm usm usm usm usm
at 31 march 2010
assets
available for sale investments – – 32 – – 32 31 1
derivative financial instruments 429 – – – – 429 409 20
trade and other receivables – 1509 – – 273 1782 117 1665
cash and cash equivalents – 779 – – – 779 – 779
liabilities
derivative financial instruments 321 – – – – 321 147 174
borrowings – – – 9414 – 9414 7809 1605
trade and other payables – – – 2831 541 3372 145 3227
at 31 march 2009
1
assets
available for sale investments – – 40 – – 40 29 11
derivative financial instruments 749 – – – – 749 695 54
trade and other receivables – 1317 – – 384 1701 125 1576
cash and cash equivalents – 422 – – – 422 – 422
liabilities
derivative financial instruments 142 – – – – 142 107 35
borrowings – – – 9618 – 9618 7470 2148
trade and other payables – – – 2214 372 2586 186 2400
1 as restated see note 28 sabmiller plc annual report 2010 notes to the consolidated financial statements 117
24 provisions
litigation and post
demerged retirement taxation onerous
entities benefits related contracts restructuring other total
usm usm usm usm usm usm usm
at 1 april 2008 80 1017 326 2 16 74 1515
exchange adjustments 11 74 42 1 5 9 142
acquisitions – through business combinations – – 3 – – 1 4
contributed to joint ventures – 715 5 – – 29 749
chargedcredited to the income statement
– additional provision in year 13 35 12 9 24 23 116
– unused amounts reversed 4 – 1 – 1 – 6
utilised in the year
– existing 6 46 21 1 4 21 99
actuarial losses recorded in other
comprehensive income – 18 – – – – 18
reclassifications – 18 – 1 – 19 –
transfer from payablesreceivables 3 – 4 – – 14 15
at 31 march 2009 69 217 276 8 30 72 672
exchange adjustments 7 59 34 – 2 8 110
acquisitions – through business combinations 1 – – – – 4 5
chargedcredited to the income statement
– additional provision in year 8 36 20 1 10 33 108
– unused amounts reversed – 3 13 1 – – 17
utilised in the year
– existing 3 34 5 2 10 23 77
actuarial losses recorded in other 
comprehensive income – 15 – – – – 15
transfer to payablesreceivables 4 – 4 – – – 8
at 31 march 2010 78 290 308 6 32 94 808
analysed as
current 36 – 247 6 15 51 355
noncurrent 42 290 61 – 17 43 453
78 290 308 6 32 94 808
demerged entities and litigation
during the year ended 31 march 1998 the group recognised a provision of us117 million for the disposal of certain demerged entities in
relation to equity injections which were not regarded as recoverable as well as potential liabilities arising on warranties and the sale agreements
during the year ended 31 march 2010 usnil 2009 us1 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 us16 million relates mainly to the disposal of ok bazaars 1929 ltd to
shoprite holdings ltd shoprite as disclosed in previous annual reports a number of claims were made by shoprite in relation to the valuation
of the net assets of ok bazaars at the time of the sale and for alleged breaches by sab ltd of warranties contained in the sale agreements
these claims are being contested by sab ltd
there are us62 million 2009 us57 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 five years
while a full 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 benefits
the provision for postretirement benefits represents the provision for medical benefits for retired employees and their dependants in south africa
for postretirement medical and life insurance benefits for eligible employees and their dependants in north america and europe medical and
other benefits in latin america and pension provisions for employees in north america latin america europe and africa provisions for all 
postretirement benefits in north america were contributed to the millercoors joint venture on 30 june 2008 the principal assumptions on
which these provisions are based are disclosed in note 31
taxationrelated
the group has recognised various provisions in relation to taxation exposures it believes may arise the provisions principally relate to non
corporate taxation and interest and penalties on corporate taxation in respect of a number of group companies any settlement in respect 
of these amounts will occur as and when the assessments are finalised with the respective tax authorities
onerous contracts
the group has made provision for certain contracts which are deemed to be onerous the provisions are expected to be utilised within one year
overview business review governance financial statements shareholder information 118 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
24 provisions continued
restructuring
this includes the remaining provision for restructuring costs primarily related to europe which management expects to be utilised within one year
other provisions
included within other provisions are payroll related provisions of us52 million 2009 us33 million which includes us13 million 2009 us9 million
within south africa relating to employee long service awards these are expected be utilised on an ongoing basis when the service awards fall due
25 share capital
2010 2009
usm usm
group and company
called up allotted and fully paid share capital
1654749852 ordinary shares of 10 us cents each 2009 1585366969 165 159
50000 deferred shares of £100 each 2009 50000 – –
165 159
nonvoting
ordinary convertible deferred
shares of shares of shares of nominal
10 us cents 10 us cents £1 value
each each each usm
at 1 april 2008 1505779276 77368338 50000 158
issue of shares – share incentive plans 2219355 – – 1
conversion of the nonvoting convertible shares into ordinary shares 77368338 77368338 – –
at 31 march 2009 1585366969 – 50000 159
issue of shares – share incentive plans 9382883 – – –
issue of shares – polish minority buyout transaction 60000000 – – 6
at 31 march 2010 1654749852 – 50000 165
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 schemes during the year ended 31 march 2009 77368338 nonvoting convertible
shares of 10 us cents were converted into ordinary shares
changes to issued share capital
during the year the company issued 9382883 2009 2219355 new ordinary shares of 10 us cents to satisfy the exercise of options granted
under the various share incentive plans for consideration of us114 million 2009 us23 million
on 29 may 2009 60 million new ordinary shares of 10 us cents were issued as consideration for the purchase of the remaining 281 minority
interest in the group’s polish subsidiary kompania piwowarska sa
on 26 february 2009 77368338 nonvoting convertible shares were converted into ordinary shares and then acquired by sabmiller plc 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 following this transaction no further nonvoting convertible shares remain in the issued or authorised share capital of sabmiller plc
rights and restrictions relating to share capital
convertible participating shares
altria shall be 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 profits whether by cash dividend dividend in specie scrip dividend capitalisation issue or otherwise the convertible participating shares
will rank pari passu with the ordinary shares on a return of capital whether windingup or otherwise the convertible participating shares will
rank pari passu with the ordinary shares sabmiller plc annual report 2010 notes to the consolidated financial statements 119
25 share capital continued
altria shall be entitled to vote its convertible participating shares at general meetings of the company on a poll on the basis of onetenth of a vote
for every convertible participating share on all resolutions other than a resolution
i proposed by any person other than altria to windup the company
ii proposed by any person other than altria to appoint an administrator or to approve any arrangement with the company’s creditors
iii proposed by the board to sell all or substantially all of the undertaking of the company or
iv proposed by any person other than altria to alter any of the class rights attaching to the convertible participating shares or to approve 
the creation of any new class of shares in which case altria shall be entitled on a poll to vote on the resolution on the basis of one vote for
each convertible participating share but for the purposes of any resolution other than a resolution mentioned 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 affiliate such convertible participating shares shall convert into
ordinary shares
altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if
i a third party has made a takeover offer for the company and if such offer becomes or is declared unconditional in all respects it would 
result in the voting shareholding of the third party being more than 30 of the total voting shareholding and
ii altria has communicated to the company in writing its intention not itself to make an offer competing with such third party offer provided 
that the conversion date shall be no earlier than the date on which the third party’s offer becomes or is declared unconditional in all respects
altria shall be entitled to require the company to convert its convertible participating shares into ordinary shares if the voting shareholding of 
a third party should be more than 2499 provided that
i the number of ordinary shares held by altria following such conversion shall be limited to one ordinary share more than the number of
ordinary shares held by the third party and
ii such conversion shall at no time result in altria’s voting shareholding being equal to or greater than the voting shareholding which would
require altria to make a mandatory offer in terms of rule 9 of the city code
if altria wishes to acquire additional ordinary shares other than pursuant to a preemptive issue of new ordinary shares or with the prior approval
of the board altria shall first convert into ordinary shares the lesser of
i such number of convertible participating shares as would result in altria’s voting shareholding being such percentage as would in the event
of altria subsequently acquiring one additional ordinary share require altria to make a mandatory offer in terms of rule 9 of the city code and
ii all of its remaining convertible participating shares
the company shall use its best endeavours to procure that the ordinary shares arising on conversion of the convertible participating shares 
are admitted to the official list and to trading on the london stock exchange’s market for listed securities admitted to listing and trading on 
the jse securities exchange south africa and admitted to listing and trading on any other stock exchange upon which the ordinary shares 
are from time to time listed and traded but no admission to listing or trading shall be sought for the convertible participating shares whilst 
they remain convertible participating shares
nonvoting convertible shares
at 1 april 2008 safari a special purpose vehicle established and financed by a wholly owned subsidiary of sabmiller plc held 77368338 
nonvoting convertible shares of us010 each in the capital of the company on 26 february 2009 these 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 following this transaction no further nonvoting convertible
shares remain in the issued share capital of the company
deferred shares
the deferred shares do not carry any voting rights and do not entitle holders thereof to receive any dividends or other distributions in the event
of a winding up deferred shareholders would receive no more than the nominal value deferred shares represent the only nonequity share capital
of the group
overview business review governance financial statements shareholder information 120 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
25 share capital continued
sharebased payments
the group operates various equitysettled share award plans for certain employees the awards outstanding can be summarised as follows
number of number of 
ordinary shares ordinary shares
scheme 2010 2009
mirror executive share purchase scheme south africa and south african share option plan 2008 a 13447779 14336899
executive share option scheme approved scheme and no 2 scheme executive share option plan 2008 
approved executive share option plan 2008 and sabmiller plc associated companies employee share 
plan 2008 b 10450149 11719449
performance share award scheme c 1584181 2885680
international performance share award subscheme d 2554522 3442520
executive share award plan 2008 e 2777152 115000
international employee share scheme f 3065536 4297282
international employee stock appreciation rights scheme g 4203749 7020930
stock appreciation rights scheme 2008 h 93300 9100
total awards outstanding 38176368 43826860
further details relating to all of the share award schemes can be found in the remuneration report in the section entitled ‘longterm incentive
plans’ on pages 59 to 67
a mirror executive share purchase scheme south africa and south african executive share option plan 2008
as at 31 march 2010 the following options were outstanding under the sabmiller plc mirror executive share purchase scheme south africa
and the south african executive share option plan 2008
exercise period
2010 2009 exercise price
date of grant ordinary shares ordinary shares zar earliest date expiry date
27 may 1999 – 5500 5090 27052004 27052009
25 november 1999 – 26000 5650 25112004 25112009
2 june 2000 – 167500 4309 02062005 02062010
1 december 2000 61000 136750 4597 01122005 01122010
1 june 2001 3000 69500 5915 01062006 01062011
30 november 2001 165500 361700 6705 30112006 30112011
31 may 2002 23000 94300 8005 31052007 31052012
22 november 2002 295000 666000 6717 22112007 22112012
23 may 2003 268132 535432 5330 23052008 23052013
21 november 2003 272700 592000 6255 21112008 21112013
21 may 2004 236000 688500 7830 21052009 21052014
19 november 2004 401500 869000 9625 19112009 19112014
20 may 2005 780157 810157 9695 20052010 20052015
9 september 2005 245000 245000 11707 09092010 09092015
11 november 2005 850000 887000 12434 11112010 11112015
19 may 2006 657740 1132360 12918 19052009 19052016
10 november 2006 454700 846500 14926 10112009 10112016
18 may 2007 841750 872450 16185 18052010 18052017
2 august 2007 37500 37500 17856 02082010 02082017
16 november 2007 1591800 1688500 18188 16112010 16112017
16 may 2008 1168950 1210950 18598 16052011 16052018
1 august 2008 75000 75000 15591 01082011 01082018
14 november 2008
1
2184800 2319300 14114 14112011 14112018
15 may 2009
1
590750 – 15843 15052012 15052019
20 november 2009
1
2243800 – 21531 20112012 20112019
total 13447779 14336899
1 options issued under the south african executive share option plan 2008 – all other options issued under the mirror executive share purchase scheme south africa
no further options can be granted under the mirror executive share purchase scheme south africa after 30 september 2008 sabmiller plc annual report 2010 notes to the consolidated financial statements 121
25 share capital continued
b sabmiller plc executive share option scheme approved scheme and no 2 scheme executive share option plan 2008 approved
executive share option plan 2008 and sabmiller plc associated companies employee share plan 2008
as at 31 march 2010 the following options were outstanding under the uk sabmiller plc approved executive share option scheme the
sabmiller plc unapproved executive share option no 2 scheme the executive share option plan 2008 the approved executive share 
option plan 2008 and the sabmiller plc associated companies employee share plan 2008
exercise period
2010 2009 exercise price
date of grant ordinary shares ordinary shares £ earliest date expiry date
27 may 1999 – 9386 5170 27052002 27052009
2 june 2000 19978 197237 4110 02062003 02062010
1 december 2000 40284 40284 4220 01122003 01122010
1 december 2000
1
7109 7109 4220 01122003 01122010
1 june 2001 21753 319069 5160 01062004 01062011
30 november 2001 38136 38136 4720 30112004 30112011
31 may 2002 138270 534437 5705 31052005 31052012
31 may 2002
1
5259 10518 5705 31052005 31052012
22 november 2002 65000 94000 4400 22112005 22112012
22 november 2002
1
– 6818 4400 22112005 22112012
23 may 2003 178650 773247 41575 23052006 23052013
23 may 2003
1
– 7216 41575 23052006 23052013
21 november 2003 72900 112900 5537 21112006 21112013
21 november 2003
1
11273 19329 5537 21112006 21112013
21 may 2004 192350 916581 6605 21052007 21052014
21 may 2004
1
4542 13210 6605 21052007 21052014
19 november 2004 44450 106750 8700 19112007 19112014
19 november 2004
1
3169 3169 8700 19112007 19112014
20 may 2005 324273 1220901 8280 20052008 20052015
20 may 2005
1
25126 46215 8280 20052008 20052015
11 november 2005 135685 277285 10530 11112008 11112015
11 november 2005
1
2849 9421 10530 11112008 11112015
19 may 2006 806201 1807129 10610 19052009 19052016
19 may 2006
1
6042 44952 10610 19052009 19052016
10 november 2006 26200 103600 10930 10112009 10112016
10 november 2006
1
2060 2060 10930 10112009 10112016
22 november 2006 11600 26600 10930 22112009 22112016
18 may 2007 1787364 2010224 11670 18052010 18052017
18 may 2007
1
81486 88026 11670 18052010 18052017
2 august 2007 40561 55561 12300 02082010 02082017
2 august 2007
1
2439 2439 12300 02082010 02082017
16 november 2007 23588 28836 13320 16112010 16112017
16 november 2007
1
2252 4504 13320 16112010 16112017
16 may 2008 2263226 2430844 12500 16052011 16052018
16 may 2008
1
71724 75456 12500 16052011 16052018
1 august 2008 160000 160000 10490 01082011 01082018
14 november 2008
2
116000 116000 9295 14112011 14112018
15 may 2009
2
3606694 – 12310 15052012 15052019
15 may 2009
3
7000 – 12310 15052012 15052019
15 may 2009
4
70456 – 12310 15052012 15052019
20 november 2009
2
32450 – 17140 20112012 20112019
20 november 2009
4
1750 – 17140 20112012 20112019
10450149 11719449
1 sabmiller plc approved executive share option scheme
2 sabmiller plc executive share option plan 2008
3 sabmiller plc associated companies employee share plan 2008
4 sabmiller plc approved executive share option plan 2008
no further options can be granted under the executive share option schemes approved scheme and no 2 scheme after 30 september 2008
overview business review governance financial statements shareholder information 122 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
25 share capital continued
c performance share award scheme
as at 31 march 2010 the following conditional awards were outstanding under the sabmiller plc performance share award scheme
earliest date
by which
performance
2010 2009 exercise price condition
date of award ordinary shares ordinary shares £ may be met
19 may 2006 136125 675000 nil 19052009
13 march 2007 10560 32000 nil 13032010
18 may 2007 342927 1041200 nil 18052010
2 august 2007 12375 37500 nil 02082010
16 november 2007 894 4680 nil 16112010
16 may 2008 921300 935300 nil 16052011
1 august 2008 160000 160000 nil 01082011
1584181 2885680
no further awards can be made under this scheme after 30 september 2008
d international performance share award subscheme
at 31 march 2010 the following conditional awards were outstanding under the sabmiller plc international performance share award subscheme
date by which
performance 
2010 2009 exercise price condition
grant dates period of the performance condition ordinary shares ordinary shares £ must be met
19 may 2006 and 10 november 2006 1 april 2006 to 31 march 2009 – 726660 nil 01042009
18 may 2007 2 august 2007 3 october 2007 and 16 november 2007 
1 april 2007 to 31 march 2010 1208672 1297940 nil 01042010
16 may 2008 and 1 august 2008 1 april 2008 to 31 march 2011 1345850 1417920 nil 01042011
2554522 3442520
no further awards can be made under this scheme after 30 september 2008
e executive share award plan 2008
at 31 march 2010 the following conditional awards were outstanding under the sabmiller plc executive share award plan 2008
earliest date
by which
performance
2010 2009 exercise price condition
date of award ordinary shares ordinary shares £ may be met
14 november 2008 115000 115000 nil 14112011
15 may 2009 2584450 – nil 15052012
9 september 2009 30000 – nil 09092012
20 november 2009 47702 – nil 20112012
2777152 115000 sabmiller plc annual report 2010 notes to the consolidated financial statements 123
25 share capital continued
f international employee share scheme
at 31 march 2010 the following options were outstanding under the sabmiller plc international employee share scheme
2010 2009 exercise price partial vesting
date of grant ordinary shares ordinary shares £ date from
1 january 2003
1
90002 171669 41575 01012004
21 may 2004 505651 673985 6605 21052005
21 may 2004
2
– 5000 6605 21052007
3
20 may 2005
2
5000 5000 8280 20052008
3
20 may 2005 422302 819906 8280 20052006
11 november 2005 30000 87630 10530 11112006
19 may 2006 432062 764475 10610 19052007
19 may 2006 100000 100000 10610 19052009
3
19 may 2006
2
5000 5000 10610 19052009
3
10 november 2006 28100 28100 10930 10112007
18 may 2007 767035 893967 11670 18052008
18 may 2007 100000 100000 11670 18052010
3
18 may 2007
2
2000 2000 11670 18052010
3
2 august 2007 12500 12500 12300 02082010
3
16 may 2008 313884 376050 12500 16052009
16 may 2008 200000 200000 12500 16052011
3
16 may 2008
2
2000 2000 12500 16052011
3
1 august 2008 50000 50000 10490 01082011
3
3065536 4297282
1 granted on 23 may 2003 but effective as at 1 january 2003
2 sabmiller plc international employee share scheme hong kong and china
3 threeyear vesting
no further options can be granted under this scheme after 30 september 2008
g international employee stock appreciation rights scheme sars
as at 31 march 2010 the following awards were outstanding under the sabmiller plc international employee stock appreciation rights scheme
2010 2009 exercise price partial vesting
date of award ordinary shares ordinary shares £ date from
1 january 2003
1
505969 956120 41575 01012004
21 november 2003 – 15000 5537 21112004
21 may 2004 570585 1270040 6605 21052005
20 may 2005 677660 1191255 8280 20052006
19 may 2006 719977 1186172 10610 19052007
10 november 2006 10617 33533 10930 10112007
18 may 2007 1066989 1466860 11670 18052008
16 november 2007 26300 68700 13320 16112008
16 may 2008 625652 833250 12500 16052009
4203749 7020930
1 granted on 23 may 2003 but effective as at 1 january 2003
no further share awards can be granted under the sabmiller plc international employee stock appreciation rights scheme after 30 september 2008
h stock appreciation rights plan 2008
at 31 march 2010 the following share awards were outstanding under the sabmiller plc stock appreciation rights plan 2008
exercise period
2010 2009 exercise price
date of grant ordinary shares ordinary shares £ earliest date expiry date
14 november 2008 9100 9100 9295 14112011 14112018
15 may 2009 84200 – 1231 15052012 15052019
93300 9100
overview business review governance financial statements shareholder information 124 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
25 share capital continued
outstanding share awards
the following table summarises information about share awards outstanding at 31 march
weighted weighted
average average
remaining remaining
contractual contractual
number life in years number life in years
range of exercise prices 2010 2010 2009 2009
share awards designated in gbp
£0 6915855 13 6443200 13
£4 – £5 945128 26 2291836 36
£5 – £6 249455 26 1020639 30
£6 – £7 1273128 41 2878816 51
£8 – £9 1501980 51 3393196 61
£9 – £10 125100 86 125100 96
£10 – £11 2526393 63 4685957 72
£11 – £12 3804874 71 4561077 81
£12 – £13 7300336 86 3988100 91
£13 – £14 52140 76 102040 86
£17 – £18 34200 63 ––
24728589 54 29489961 56
share options designated in zar
r40 – r50 61000 07 304250 14
r50 – r60 271132 31 636432 38
r60 – r70 733200 28 1619700 38
r70 – r80 236000 41 688500 51
r80 – r90 23000 22 94300 32
r90 – r100 1181657 50 1679157 59
r110 – r120 245000 54 245000 65
r120 – r130 1507740 58 2019360 69
r140 – r150 2639500 83 3165800 91
r150 – r160 665750 90 75000 93
r160 – r170 841750 71 872450 81
r170 – r180 37500 73 37500 84
r180 – r190 2760750 78 2899450 88
r210 – r220 2243800 77 ––
13447779 69 14336899 70
38176368 59 43826860 60
exerciseable shares
the following table summarises information about exerciseable share options outstanding at 31 march
weighted weighted
average average
number exercise price number exercise price
2010 2010 2009 2009
share options designated in gbp 9085944 928 14400630 806
share options designated in zar 2838272 976 2654682 608
the exercise prices of share awards outstanding at 31 march 2010 ranged from £0 to £1714 and zar4597 to zar21531 the movement 
in share awards outstanding is summarised in the following table
weighted weighted
weighted average number weighted average
number of average fair value at of shares average fair value at
awards exercise price grant date under option exercise price grant date total number
uk £ £ sa zar zar of awards
outstanding at 1 april 2008 26701732 704 – 12489849 11304 – 39191581
granted 8498400 816 6003706000 15655 63912204400
lapsed 3648570 661 – 849350 14302 – 4497920
exercised or vested 2061601 641 – 1009600 6157 – 3071201
outstanding at 31 march 2009 29489961 738 – 14336899 12614 – 43826860
granted 6740482 721 635 2903050 20364 1040 9643532
lapsed 1373081 573 – 419800 16303 – 1792881
exercised or vested 10128773 672 – 3372370 8821 – 13501143
outstanding at 31 march 2010 24728589 770 – 13447779 15123 – 38176368 sabmiller plc annual report 2010 notes to the consolidated financial statements 125
25 share capital continued
share awards exercised or vested
the weighted average market price of the group’s shares at the date of exercise or vesting for share awards exercised or vested during the year were
weighted weighted
average average
number market price number market price
2010 2010 2009 2009
share awards designated in gbp
– equitysettled 10128773 1498 2061601 1152
share options designated in zar
– equitysettled 3372370 19644 1009600 17199
total awards exercised or vested during the year 13501143 3071201
sharebased payments have been valued using a binomial model approach except for the performance share award schemes and executive
share award plan 2008 which have been valued using monte carlo simulations
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
andor life of the options after considering their respective volatilities
weighted average fair value assumptions
the fair value of services received in return for share 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 for share awards
the following weighted average assumptions were used in these option pricing models during the year
2010 2009
share price
1
– south african schemes zar 20419 16055
– all other schemes £ 1223 1250
exercise price
1
– south african schemes zar 20364 15655
– all other schemes £ 721 817
expected volatility all schemes
2
306 256
dividend yield all schemes 40 21
annual forfeiture rate
– south african schemes 50 50
– all other schemes 30 30
riskfree interest rate
– south african schemes 90 92
– all other schemes 29 47
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 126 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
26 retained earnings and other reserves
a retained earnings
safari 
treasury and retained
ebt shares earnings total
usm usm usm
at 1 april 2008 708 6309 5601
profit for the year – 1881 1881
other comprehensive income – 146 146
actuarial losses taken to other comprehensive income – 18 18
share of associates’ and joint ventures’ losses recognised in other comprehensive income – 222 222
deferred tax credit on items taken to other comprehensive income – 94 94
other movements – 5 5
dividends paid – 877 877
payment for purchase of own shares for share trusts 37 – 37
utilisation of ebt shares 23 23 –
credit entry relating to sharebased payments – 79 79
at 31 march 2009 722 7218 6496
profit for the year – 1910 1910
other comprehensive income – 29 29
actuarial losses taken to other comprehensive income – 15 15
share of associates’ and joint ventures’ losses recognised in other comprehensive income – 17 17
deferred tax credit on items taken to other comprehensive income – 3 3
dividends paid – 924 924
payment for purchase of own shares for share trusts 8 – 8
utilisation of ebt shares 57 57 –
credit entry relating to sharebased payments – 80 80
at 31 march 2010 673 8198 7525
the group’s retained earnings includes amounts of us678 million 2009 us618 million the distribution of which is limited by statutory 
or other restrictions
safari treasury and ebt shares reserve
in the financial year ended 31 march 2000 safari ltd a special purpose vehicle established and financed by a wholly owned subsidiary of
sabmiller plc acquired 77368338 sabmiller plc shares at an initial cost of us560 million in terms of the agreement a topup payment of
us58 million was accrued for at 31 march 2001 and paid to the selling shareholders on 3 april 2001 on 9 july 2002 these shares held by
safari ltd were converted to nonvoting convertible shares on 26 february 2009 these 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 employees’ benefit trust ebt for nil consideration these shares will be used to satisfy awards outstanding under the 
various share incentive plans as at 31 march 2010 72068338 shares were held in treasury
the ebt holds shares in sabmiller plc for the purposes of the various executive share incentive plans further details of which are disclosed in
the remuneration report the shares currently rank pari passu with all other ordinary shares at 31 march 2010 the ebt held 8672331 shares
2009 5746387 shares which cost us144 million 2009 us104 million and had a market value of us255 million 2009 us86 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 sabmiller plc annual report 2010 notes to the consolidated financial statements 127
26 retained earnings and other reserves continued
b other reserves
the analysis of other reserves is as follows
foreign net
currency cash flow investment available
translation hedging hedging for sale
reserve
1
reserve reserve reserve total
usm usm usm usm usm
at 1 april 2008 2435 1 230 9 2215
currency translation differences
– subsidiaries 3197 – – – 3197
– associates and joint ventures 152 – – – 152
net investment hedges – – 337 – 337
cash flow hedges – 21 – – 21
available for sale investments – – – 8 8
deferred tax on items taken to other comprehensive income – 31 – – 31
share of associates’ and joint ventures’ losses recognised in other
comprehensive income – 108 – – 108
transfer to profit on disposal of miller’s operations – 4 – – 4
contributed to joint ventures – 7 – – 7
at 31 march 2009
1
914 66 107 1 872
currency translation differences
– subsidiaries 2346 – – – 2346
– associates and joint ventures 101 – – – 101
net investment hedges – – 310 – 310
cash flow hedges – 59 – – 59
available for sale investments – – – 2 2
deferred tax on items taken to other comprehensive income – 39 – – 39
share of associates’ and joint ventures’ gains recognised 
in other comprehensive income – 153 – – 153
at 31 march 2010 1533 11 203 3 1322
1 as restated see note 28
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
overview business review governance financial statements shareholder information 128 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
27a reconciliation of profit for the year to net cash generated from operations
2010 2009
usm usm
profit for the year 2081 2157
taxation 848 801
share of posttax results of associates and joint ventures 873 516
interest receivable and similar income 316 595
interest payable and similar charges 879 1301
operating profit 2619 3148
depreciation
property plant and equipment 655 626
containers 226 203
container breakages shrinkages and writeoffs 40 7
loss on disposal of property plant and equipment 39 10
profit on disposal of available for sale investments 2 –
amortisation of intangible assets 203 204
impairment of goodwill – 364
impairment of intangible assets – 14
impairment of property plant and equipment 45 16
impairment of working capital balances 34 12
amortisation of advances to customers 28 12
unrealised net loss from fair value hedges 1 14
profit on disposal of businesses – 526
dividends received from other investments 2 1
charge with respect to share options 80 79
other noncash movements 8 18
net cash generated from operations before working capital movements ebitda 3974 4164
decreaseincrease in inventories 78 249
decreaseincrease in receivables 48 314
increase in payables 416 66
increasedecrease in provisions 22 7
decreaseincrease in postretirement benefit provisions 1 11
net cash generated from operations 4537 3671
cash generated from operations before working capital movements includes cash flows relating to exceptional items of us301 million 2009 usnil
in respect of business capability programme costs us15 million 2009 us49 million in respect of integration and restructuring costs and
us23 million 2009 usnil in respect of transaction costs
27b reconciliation of net cash from operating activities to free cash flow
2010 2009
usm usm
net cash from operating activities 3277 2183
purchase of property plant and equipment 1436 2073
proceeds from sale of property plant and equipment 37 75
purchase of intangible assets 92 74
purchase of shares from minorities 5 5
investments in joint ventures 353 397
investments in associates 76 4
repayment of investments by associates 3 3
dividends received from joint ventures 707 454
dividends received from associates 106 151
dividends received from other investments 2 1
dividends paid to minority interests 160 217
free cash flow 2010 97 sabmiller plc annual report 2010 notes to the consolidated financial statements 129
27c analysis of net debt
cash and
cash
equivalents derivative total
excluding financial finance gross net
overdrafts overdrafts borrowings instruments leases borrowings debt
usm usm usm usm usm usm usm
at 1 april 2008 673 485 9160 75 13 9733 9060
exchange adjustments 42 64 1010 – 2 1076 1034
cash flow 233 120 864 32 1 711 944
acquisitions – through business combinations 28 1 53 – – 54 26
disposals 4 2 – – – 2 2
other movements – – 241 530 – 289 289
at 31 march 2009
1
422 300 9308 487 10 9131 8709
exchange adjustments 196 106 665 8 2 781 585
cash flow 143 216 604 – 4 824 967
acquisitions – through business combinations 18 – 13 – 1 14 4
other movements – – 170 242 3 75 75
at 31 march 2010 779 190 9212 237 12 9177 8398
cash and cash equivalents on the balance sheet are reconciled to cash and cash equivalents on the cash flow as follows
2010 2009
usm usm
cash and cash equivalents balance sheet 779 422
overdrafts 190 300
cash and cash equivalents cash flow 589 122
1 as restated see note 28
the group’s net debt is denominated in the following currencies
colombian other
us dollars sa rand euro peso currencies total
usm usm usm usm usm usm
total cash and cash equivalents 352 134 49 48 196 779
total gross borrowings including overdrafts 5094 526 1403 1253 901 9177
4742 392 1354 1205 705 8398
cross currency swaps 2124 384 569 557 614 –
net debt at 31 march 2010 2618 776 1923 1762 1319 8398
total cash and cash equivalents 168 39 84 13 118 422
total gross borrowings including overdrafts 5712 543 669 1301 906 9131
5544 504 585 1288 788 8709
cross currency swaps 2695 400 1232 400 663 –
net debt at 31 march 2009
1
2849 904 1817 1688 1451 8709
1 as restated see note 28
27d major noncash transactions
2010
the acquisition of the outstanding 281 minority in the group’s polish subsidiary kompania piwowarska sa in exchange for the issue 
of 60 million ordinary shares in sabmiller plc was a significant noncash transaction in the year
2009
the contribution of the miller brewing company’s us and puerto rico operations to the millercoors joint venture in exchange for a 58
economic interest in the resulting joint venture was a significant noncash transaction during the year
overview business review governance financial statements shareholder information 130 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
28 restatement of the balance sheet at 31 march 2009
the initial accounting under ifrs 3 ‘business combinations’ for the pabod and voltic acquisitions had not been completed as at 31 march 2009
during the year ended 31 march 2010 adjustments to provisional fair values in respect of these acquisitions were made as a result comparative
information for the year ended 31 march 2009 has been presented in the consolidated financial statements as if the adjustments to provisional
fair values had been made from the respective transaction dates the impact on the prior year income statement has been reviewed and no
material adjustments to the income statement are required as a result of the adjustments to provisional fair values the following table reconciles
the impact on the balance sheet reported as at 31 march 2009 to the comparative balance sheet presented in the consolidated financial statements
balance sheet
adjustments at 31 march
at 31 march to provisional 2009
2009 fair values as restated
usm usm usm
assets
noncurrent assets
goodwill 8734 18 8716
intangible assets 3729 13 3742
property plant and equipment 7404 2 7406
investment in joint ventures 5495 – 5495
investment in associates 1787 – 1787
available for sale investments 29 – 29
derivative financial instruments 695 – 695
trade and other receivables 125 – 125
deferred tax assets 161 – 161
28159 3 28156
current assets
inventories 1242 1 1241
trade and other receivables 1576 – 1576
cash and cash equivalents 409 13 422
other current assets 233 – 233
3460 12 3472
total assets 31619 9 31628
liabilities
current liabilities
derivative financial instruments 35 – 35
borrowings 2148 – 2148
trade and other payables 2396 4 2400
current tax liabilities 463 – 463
provisions 299 – 299
5341 4 5345
noncurrent liabilities
derivative financial instruments 107 – 107
borrowings 7470 – 7470
trade and other payables 186 – 186
deferred tax liabilities 2029 1 2030
provisions 373 – 373
10165 1 10166
total liabilities 15506 5 15511
net assets 16113 4 16117
total equity 16113 4 16117 sabmiller plc annual report 2010 notes to the consolidated financial statements 131
29 acquisitions and disposals
the following significant business combinations took effect during the year
in april 2009 control was assumed over bere azuga in romania and the group had a 100 interest as at 31 march 2010
in july 2009 the group acquired an effective 40 interest in ambo mineral water share company in ethiopia
in september 2009 the group acquired a maheu business a nonalcoholic traditional beverage in zambia in which it has an effective 62 interest
in february 2010 the group completed the cash acquisition of the assets of the rwenzori water business in uganda in which it has an effective
80 interest
all business combinations
all business combinations have been accounted for using the purchase method all assets were recognised at their respective fair values the
residual over the net assets acquired is recognised as goodwill in the financial statements the following table represents the assets and liabilities
acquired in respect of all business combinations entered into during the year ended 31 march 2010
carrying value provisional
preacquisition fair value
usm usm
intangible assets –33
property plant and equipment 47 37
inventories 65
trade and other receivables 22
cash and cash equivalents 18 18
borrowings 14 14
trade and other payables 7 11
deferred tax liabilities – 1
provisions – 5
52 64
minority interests 27
net assets acquired 37
provisional goodwill 72
consideration 109
goodwill represents amongst other things tangible and intangible assets yet to be recognised separately from goodwill as the fair value exercises
are still in progress potential synergies and the value of the assembled workforce
usm
consideration satisfied by
cash consideration 78
available for sale investment transferred to investment in subsidiary undertaking see note 15 11
cash and cash equivalents acquired 18
deferred consideration relating to current year acquisitions 4
deferred consideration paid relating to prior year acquisitions 2
109
from the date of acquisition to 31 march 2010 the following amounts have been included in the group’s income and cash flow statements for
the year
usm
income statement
revenue 16
operating loss 1
profitloss before tax –
cash flow statement
cash utilised in operations 15
net interest receivedpaid –
purchase of property plant and equipment 8
if the date of the acquisitions made during the year had been 1 april 2009 then the group’s revenue operating profit and profit before tax for 
the year ended 31 march 2010 would have been as follows
usm
income statement
revenue 18048
operating profit 2625
profit before tax 2930
overview business review governance financial statements shareholder information 132 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
29 acquisitions and disposals continued
minority interests
the following minority interests were acquired for cash consideration of us1 million and noncash consideration of us1197 million generating
additional goodwill of us1125 million the purchase of shares from minorities in the consolidated cash flow statement includes deferred
consideration relating to purchases of minority interests in the prior year
effective 
holding after
acquisition of form of
company  acquired minority interest consideration country
kompania piwowarska sa 281 100 shares poland
cervecería san juan sa 05 86 cash peru
cervecería nacional sa 01 97 cash panama
disposals
disposal of miller subsidiary into the millercoors joint venture in the prior year
on 30 june 2008 sabmiller plc and molson coors brewing company announced that they had completed the transaction to combine the 
us and puerto rico operations of their respective subsidiaries miller and coors in a joint venture to create millercoors a stronger brandled 
us brewer in the increasingly competitive us marketplace millercoors began operating as a combined entity on 1 july 2008 sabmiller has a
58 economic interest in millercoors and molson coors has a 42 economic interest voting interests are shared equally between sabmiller
and molson coors and each of sabmiller and molson coors has equal board representation a profit of us437 million arose on the disposal 
of the us and puerto rico operations of the miller business into the millercoors joint venture the profit was calculated as 58 of the fair value
of the business contributed to the joint venture by coors brewing company less 42 of the value of net assets contributed to the joint venture
by sabmiller plc and transaction costs
the net assets contributed by sabmiller plc to the millercoors joint venture were comprised as follows
usm
goodwill 3998
intangible assets 232
property plant and equipment 1043
other noncurrent assets 117
noncurrent assets 5390
current assets 414
overdraft 2
other current liabilities 413
provisions 15
current liabilities 430
other noncurrent liabilities 4
provisions 734
noncurrent liabilities 738
net assets contributed to joint venture 4636
other disposals during the prior year
on 26 february 2009 the disposal of the agua brisa water business in colombia was completed for cash consideration of us92 million 
on 26 march 2009 the disposal of the bolivian soft drinks business was completed for cash consideration of us27 million
the net assets disposed of for these disposals were comprised as follows
usm
noncurrent assets 22
current assets
1
13
current liabilities 4
noncurrent liabilities 1
net assets 30
1 including cash and cash equivalents of us4 million sabmiller plc annual report 2010 notes to the consolidated financial statements 133
30 commitments contingencies and guarantees
a operating lease commitments
the minimum lease rentals to be paid under noncancellable leases at 31 march 2010 are as follows
2010 2009
usm usm
land and buildings
within one year 50 50
later than one year and less than five years 109 83
after five years 33 46
192 179
plant vehicles and systems
within one year 32 26
later than one year and less than five years 54 62
after five years 37 8
123 96
b other commitments
2010 2009
usm usm
capital commitments not provided in the financial information
contracts placed for future expenditure for property plant and equipment 261 403
contracts placed for future expenditure for intangible assets 2 2
share of capital commitments of joint ventures 37 65
other commitments not provided in the financial information
contracts placed for future expenditure 2086 1499
share of joint ventures’ other commitments 482 606
contracts placed for future expenditure in 2010 primarily relate to minimum purchase commitments for raw materials and packaging materials
which are principally due between 2010 and 2015 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 us142 million at
31 march 2010
the group’s share of joint ventures’ other commitments primarily relate to millercoors’ various longterm noncancellable advertising and
promotion commitments
c contingent liabilities and guarantees
2010 2009
usm usm
guarantees to third parties provided in respect of trade loans
1
16 28
guarantees to third parties provided in respect of bank facilities 9 8
share of associates’ contingent liabilities – 1
share of joint ventures’ contingent liabilities 8 10
litigation
2
14 14
other contingent liabilities – 2
47 63
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 financial position except insofar as already provided in the consolidated financial statements
other
sabmiller and altria entered into a tax matters agreement the agreement on 30 may 2002 to regulate the conduct of tax matters between
them with regard to the acquisition of miller and to allocate responsibility for contingent tax costs sabmiller has agreed to indemnify altria
against any taxes losses liabilities and costs that altria incurs arising out of or in connection with a breach by sabmiller of any representation
agreement or covenant in the agreement subject to certain exceptions
the group has exposures to various environmental risks although it is difficult to predict the group’s liability with respect to these risks future
payments if any would be made over a period of time in amounts that would not be material to the group’s financial position except insofar 
as already provided in the consolidated financial statements
overview business review governance financial statements shareholder information 134 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
31 pensions and postretirement benefits
the group operates a number of pension schemes throughout the world these schemes have been designed and are administered in accordance
with local conditions and practices in the countries concerned and include both defined contribution and defined benefit schemes the majority
of the schemes are funded and the schemes’ assets are held independently of the group’s finances the assets of the schemes do not include
any of the group’s own financial instruments nor any property occupied by or other assets used by the group pension and postretirement
benefit costs are assessed in accordance with the advice of independent professionally qualified actuaries generally the projected unit method
is applied to measure the defined benefit scheme liabilities
the group also provides medical benefits which are mainly unfunded for retired employees and their dependants in south africa the netherlands
and latin america the defined benefit pension plans and medical and other postretirement benefit plans of the miller brewing company were
transferred to the millercoors joint venture on 30 june 2008
the total pension and postretirement medical benefit costs recognised in the income statement and related net liabilities on the balance sheet
are as follows
2010 2009
usm usm
defined contribution scheme costs 83 83
defined benefit pension plan costs 23 16
postretirement medical and other benefit costs 13 19
accruals for defined contribution plans balance sheet 3 2
provisions for defined benefit pension plans balance sheet 187 137
provisions for other postretirement benefits balance sheet 103 80
the group operates various defined contribution and defined benefit schemes details of the main defined benefit schemes are provided below
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 defined benefit 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 the surplus apportionment scheme and unclaimed benefits once the surplus liabilities have been settled the funds will be
deregistered and liquidated the trustees have resolved that any surplus remaining in the suncrush retirement fund should be transferred to 
the suncrush pension fund although this has not been approved
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 defined benefit type and covers all salaried and hourly employees in
colombia who are not covered by social security or who have at least 10 years of service prior to 1 january 1967 the plan is financed entirely
through company reserves and there are no external assets the most recent actuarial valuation of the colombian labour code pension plan
was carried out by independent professionally qualified actuaries at 28 february 2010 using the projected unit credit method all salaried employees
are now covered by the social security provisions the principal economic assumptions used in the preparation of the pension valuations are
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 defined benefit 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 2010
by an independent actuary using the projected unit credit method the principal assumptions used in the valuation are listed below sabmiller plc annual report 2010 notes to the consolidated financial statements 135
31 pensions and postretirement benefits continued
principal actuarial assumptions at 31 march expressed as weighted averages
medical and other
defined benefit pension plans postretirement benefits
south africa latin america grolsch other south africa other

at 31 march 2010
discount rate – 88 50 49 95 88
salary inflation – 40 25 36 – –
pension inflation – 40 25 31 – –
healthcare cost inflation – – – – 80 40
mortality rate assumptions
– retirement age males – 55 65 – 63 55
females – 50 65 – 63 50
– life expectations on retirement age
retiring today males – 20 21 – 16 20
females – 25 22 – 20 25
retiring in 20 years males –– 22 – 16–
females –– 23 – 20–
at 31 march 2009
discount rate – 107 58 54 90 107
salary inflation – 52 25 35 – –
pension inflation – 52 25 30 – –
healthcare cost inflation – – – – 75 52
mortality rate assumptions
– retirement age males – 55 65 – 63 55
females – 50 65 – 63 50
– life expectations on retirement age
retiring today males – 20 19 – 16 20
females – 25 21 – 20 25
retiring in 20 years males – – 21 – 16 –
females – – 22 – 20 –
the present value of defined benefit plan and postemployment medical benefit liabilities are as follows
medical and other
defined benefit pension plans postretirement benefits
south latin south
miller africa america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm usm
present value of scheme liabilities at 1 april 2008 1101 55 203 325 33 1717 519 42 60 621
– portion of defined benefit obligation that is unfunded 13 – 200 – 24 237 519 42 60 621
– portion of defined benefit obligation that is partly 
or wholly funded 1088 55 3 325 9 1480 – – – –
benefits paid 15 19 18 10 4 66 7 – 7 14
contributions paid by plan participants – – 1 2 – 1 – 1 1 2
current service cost 3 – 2 7 3 112114
past service costs –––––– 2 –– 2
interest costs 17 4 13 14 2 50845 17
actuarial lossesgains 6 8 17 49 1 53 – – 1 1
settlements and curtailments – – 6 2 1 5 – – – –
transfer tofrom other provisions – – 19 – 2 17 – – 1 1
contributed to joint venture 1112 –––– 1112 520 – – 520
exchange adjustments – 8 44 50 5 107 – 8 16 24
present value of scheme liabilities at 31 march 2009 – 40 109 241 29 419 – 38 42 80
– portion of defined benefit obligation that is unfunded – – 107 – 21 128 – 38 42 80
– portion of defined benefit obligation that is partly 
or wholly funded – 40 2 241 8 291 – – – –
benefits paid – 17 14 10 4 45 – – 7 7
contributions paid by plan participants – – – 3 – 3 – 2 2 4
current service cost – – 1528 –123
interest costs – 4 13 14 1 32 – 4 4 8
actuarial gainslosses – 7 5 43 – 41 – 4 4 –
transfer tofrom other provisions – – 1 – 1 – – – – –
exchange adjustments – 11 35 3 2 51 – 14 9 23
present value of scheme liabilities at 31 march 2010 – 31 148 299 31 509 – 59 44 103
– portion of defined benefit obligation that is unfunded – – 146 – 24 170 – 59 44 103
– portion of defined benefit obligation that is partly 
or wholly funded – 31 2 299 7 339 – – – –
overview business review governance financial statements shareholder information 136 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
31 pensions and postretirement benefits continued
the fair value reconciliations of opening plan assets to closing plan assets on an aggregated basis are as follows
defined benefit pension plans
miller south africa grolsch total
usm usm usm usm
plan assets at 1 april 2008 942 82 324 1348
expected return on plan assets 19 5 17 41
benefits paid 15 19 10 44
employer contributions 2– 7 9
actuarial losses 31 – 47 78
settlements – 1 – 1
contributed to joint venture 917 – – 917
exchange adjustments – 10 49 59
plan assets at 31 march 2009 – 57 242 299
expected return on plan assets – 5 14 19
benefits paid – 18 10 28
employer contributions – 7 8 1
actuarial gains – – 33 33
exchange adjustments –16 4 20
plan assets at 31 march 2010 – 53 291 344
the fair value of assets in pension schemes and the expected rates of return were
south africa latin america grolsch other total
longterm longterm longterm longterm 
usm rate of return usm rate of return usm rate of return usm rate of return usm
at 31 march 2010
equities 1 120 – – 90 80 – – 91
bonds 1 90 – – 180 40 – – 181
cash 51 70 – – 1 – – – 52
property and other –––– 20 ––– 20
total fair value of assets 53 – 291 – 344
present value of scheme liabilities 31 148 299 31 509
surplusdeficit in the scheme 22 148 8 31 165
unrecognised pension asset due to limit 22 – – – 22
pension liability recognised – 148 8 31 187
at 31 march 2009
equities 4 120 – – 97 70 – – 101
bonds –––– 145 50 –– 145
cash 50 70 –––––– 50
property and other 3 120 –––––– 3
total fair value of assets 57 – 242 – 299
present value of scheme liabilities 40 109 241 29 419
surplusdeficit in the scheme 17 109 1 29 120
unrecognised pension asset due to limit 17 – – – 17
pension liabilityasset recognised – 109 1 29 137 sabmiller plc annual report 2010 notes to the consolidated financial statements 137
31 pensions and postretirement benefits continued
the amounts recognised in the balance sheet are as follows
medical and other
defined benefit pension plans postretirement benefits
south latin south
africa america grolsch other total africa other total
usm usm usm usm usm usm usm usm
at 31 march 2010
present value of scheme liabilities 31 148 299 31 509 59 44 103
fair value of plan assets 53 – 291 – 344 – – –
22 148 8 31 165 59 44 103
unrecognised assets due to limit 22 – – – 22 – – –
net liability recognised on balance sheet – 148 8 31 187 59 44 103
at 31 march 2009
present value of scheme liabilities 40 109 241 29 419 38 42 80
fair value of plan assets 57 – 242 – 299 – – –
17 109 1 29 120 38 42 80
unrecognised assets due to limit 17 – – – 17 – – –
net liabilityasset recognised on balance sheet – 109 1 29 137 38 42 80
in respect of south africa the pension asset recognised must be limited to the extent that the employer is able to recover a surplus either through
reduced contributions in the future or through refunds from the scheme the limit has been set equal to nil as the surplus apportionment exercise
required in terms of the south african legislation has not yet been completed in addition the net gain of us1 million 2009 us1 million which
would be taken to the income statement and net actuarial gain which would be taken directly to other comprehensive income of us7 million
2009 loss of us8 million are not recognised in the financial statements
the amounts recognised in net operating expenses in the income statement are as follows
defined benefit pension plans medical and other postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2010
current service cost – 1 5 2 8 – 1 2 3
interest costs – 13 15 1 29 – 4 6 10
expected return on plan assets –– 14 – 14––––
– 14 6 3 23 – 5 8 13
at 31 march 2009
current service cost 3 2 7 3 11 2 1 1 4
past service cost ––––– 2–– 2
interest costs 17 13 14 2 46 8 4 5 17
expected return on plan assets 19 – 17– 36 ––––
settlements and curtailments – 6 2 1 5 ––––
1 5 6 4 16 8 5 6 19
overview business review governance financial statements shareholder information 138 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
31 pensions and postretirement benefits continued
the amounts recognised in the statement of comprehensive income are as follows
defined benefit pension plans medical and other postretirement benefits
latin south
miller america grolsch other total miller africa other total
usm usm usm usm usm usm usm usm usm
at 31 march 2010
actual return on plan assets –– 47 – 47––––
less expected return on plan assets – – 14 – 14 ––––
experience gainslosses arising on
scheme assets –– 33 – 33––––
scheme liabilities – – 43 – 43 – 1 – 1
changes in actuarial assumptions – 6 – – 6 – 3 4 1
other actuarial gains – 1 –– 1––––
– 5 10 – 15 – 4 4 –
at 31 march 2009
actual loss on plan assets 11 – 30 – 41 ––––
less expected return on plan assets 19 – 17 – 36 ––––
experience lossesgains arising on
scheme assets 30 – 47 – 77 ––––
scheme liabilities 11 – 49 – 38 9 1 – 10
changes in actuarial assumptions 4 17 – 1 22911 11
other actuarial losses ––––––– 2 2
37 17 2 1 17 – – 1 1
the cumulative amounts recognised in other comprehensive income are as follows
2010 2009
usm usm
cumulative actuarial losses recognised at beginning of year 160 142
net actuarial losses recognised in the year 15 18
cumulative actuarial losses recognised at end of year 175 160
history of actuarial gains and losses
2010 2009 2008 2007 2006
usm usm usm usm usm
experience gainslosses of plan assets 33 77 90 28 31
percentage of plan assets 10 26 7 3 3
experience lossesgains of scheme liabilities 44 28 2 62 4
percentage of scheme liabilities 7 6 0 3 0
fair value of plan assets 344 299 1348 1112 1038
present value of scheme liabilities 612 499 2338 2064 1939
deficit in the schemes 268 200 990 952 901
unrecognised assets due to limit 22 17 27 47 73
net liability recognised in balance sheet 290 217 1017 999 974
contributions expected to be paid into the group’s major defined benefit schemes during the annual period after 31 march 2010 are us22 million
a 1 increase and a 1 decrease in the assumed healthcare cost of inflation will have the following effect on the group’s major postemployment
medical benefits
2010
increase decrease
usm usm
current service costs 1–
interest costs 2 1
accumulated postemployment medical benefit costs 11 9 sabmiller plc annual report 2010 notes to the consolidated financial statements 139
32 related party transactions
a parties with significant influence 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 272 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 142 equity shareholding in sabmiller plc during the year the group made
a donation of us30 million to the fundacion mario santo domingo 2009 us69 million 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 fundacion mario santo domingo at 31 march 2010
usnil million 2009 usnil was owing to the sdg
b associates and joint ventures
the millercoors joint venture is deemed to be a related party from 1 july 2008 transactions with the millercoors joint venture include the sale of
hops and lager to and the purchase of lager from millercoors millercoors has also carried out contract brewing on behalf of group companies
further details relating to transactions with millercoors are included within the analysis of transactions with joint ventures below
2010 2009
usm usm
purchases from associates
1
193 251
purchases from joint ventures
2
72 50
sales to associates
3
28 44
sales to joint ventures
4
44 28
dividends received from associates
5
109 151
dividends received from joint ventures
6
707 454
royalties received
7
2 1
management and guarantee fees
8
1 2
receipt from sale of distribution rights
9
– 14
1 the group purchased canned cocacola products for resale from cocacola canners of southern africa pty limited cocacola canners and purchased
inventory from distell group ltd distell and associated fruit processors pty ltd afp in south africa
2 the group purchased lager from millercoors
3 the group made sales of lager to tsogo sun holdings pty ltd tsogo sun empresa cervejas de n’gola sarl ecn société des brasseries et glacières
internationales and brasseries internationales holding ltd castel delta corporation ltd and distell
4 the group made sales to millercoors and pacific beverages pty ltd
5 the group received dividends from castel of us40 million 2009 us39 million kenya breweries ltd us11 million 2009 us15 million cocacola canners
us5 million 2009 us4 million distell us19 million 2009 us17 million tsogo sun us28 million 2009 us73 million ecn us3 million 2009 usnil
and grolsch uk ltd of us3 million 2009 us3 million
6 the group received dividends from millercoors
7 the group received royalties from millercoors and pacific beverages pty ltd
8 the group paid management and guarantee fees to millercoors
9 the group sold distribution rights to millercoors
2010 2009
at 31 march usm usm
amounts owed by associates
1
3 27
amounts owed by joint ventures
2
4 2
amounts owed to associates
3
38 25
amounts owed to joint ventures
4
23 29
1 amounts owed by grolsch uk ltd castel and afp 
2 amounts owed by millercoors and pacific beverages pty ltd
3 amounts owed to cocacola canners
4 amounts owed to millercoors
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 2010
there were 25 2009 23 members of key management key management compensation is provided in note 6c
overview business review governance financial statements shareholder information 140 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
33 principal subsidiaries associates and joint ventures
the principal subsidiary undertakings of the group as at 31 march were as follows
effective interest in
ordinary share capital
name country of incorporation principal activity 2010 2009
corporate
sabmiller holdings ltd united kingdom holding company 100 100
sabmiller finance bv
1
netherlands holding company 100 100
sabsa holdings pty ltd south africa holding company 100 100
sabmiller africa and asia bv
1
netherlands holding company 100 100
sabmiller international bv netherlands trademark owner 100 100
sabmiller latin america ltd united kingdom holding company 100 100
latin american operations
bavaria sa
2
colombia brewingsoft drinks 99 99
cervecería uníon sa colombia brewing 98 98
cervecería del valle sa colombia brewing 99 99
union de cervecerías peruanas backus y johnston saa
2
peru brewing 93 93
cervecería san juan sa
2
peru brewingsoft drinks 86 86
cervecería nacional cn sa
2
ecuador brewing 96 95
latin development corporation
3
panama holding company – 99
cervecería nacional sa
2
panama brewing 97 97
bevco ltd british virgin islands holding company 100 100
cervecería hondureña sa de cv honduras brewingsoft drinks 99 99
industrias la constancia sa de cv el salvador brewingsoft drinks 100 100
european operations
sabmiller europe bv
1
netherlands holding company 100 100
sabmiller holdings europe ltd united kingdom holding company 100 100
spa birra peroni italy brewing 100 100
ursus breweries sa romania brewing 99 99
compania cervecera de canarias sa spain brewing 51 51
dreher sörgyárak zrt hungary brewing 100 100
sabmiller rus llc russia brewing 100 100
kompania piwowarska sa
4
poland brewing 100 72
plzeňský prazdroj as czech republic brewing 100 100
miller brands uk ltd united kingdom sales and distribution 100 100
pivovary topvar as slovakia brewing 100 100
grolsche bierbrouwerij nederland bv netherlands brewing 100 100
cjsc sarmat ukraine brewing 100 100
sabmiller netherlands cooperative wa netherlands holding company 100 100
north american operations
sabmiller holdings inc usa holding company 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 ii bv netherlands holding company 80 –
accra breweries ltd
2
ghana brewing 43 43
ambo international holdings ltd mauritius holding company 60 –
ambo mineral water share company ethiopia soft drinks 40 –
botswana breweries pty ltd botswana sorghum brewing 31 31
cervejas de moçambique sarl
2
mozambique brewing 49 49
cocacola bottling luanda sarl angola soft drinks 28 28
cocacola bottling sul de angola sarl angola soft drinks 37 37
chibuku products ltd malawi sorghum brewing 31 31
heinrich’s syndicate ltd zambia soft drinks 62 62
kgalagadi breweries pty ltd botswana brewingsoft drinks 31 31 sabmiller plc annual report 2010 notes to the consolidated financial statements 141
33 principal subsidiaries associates and joint ventures continued
effective interest in
ordinary share capital
name country of incorporation principal activity 2010 2009
african operations continued
lesotho brewing company pty ltd lesotho brewingsoft drinks 24 24
national breweries plc
2
zambia sorghum brewing 43 43
nile breweries ltd uganda brewing 60 60
pabod breweries ltd nigeria brewing 57 57
rwenzori bottling company ltd uganda soft drinks 80 –
southern sudan beverages ltd sudan brewing 80 80
swaziland brewers ltd swaziland brewing 37 37
tanzania breweries ltd
2
tanzania brewing 33 33
voltic international inc british virgin islands holding company 80 80
voltic gh ltd ghana soft drinks 80 80
voltic nigeria ltd nigeria soft drinks 80 80
zambian breweries plc
2
zambia brewingsoft drinks 54 54
asian 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 india ltd india holding company 100 100
skol breweries ltd india brewing 99 99
sabmiller breweries private ltd india brewing 100 100
sabmiller vietnam company ltd vietnam brewing 100 100
south african operations
the south african breweries 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 listed in country of incorporation
3 this entity was merged into bavaria sa on 27 april 2009
4 sabmiller poland bv a wholly owned subsidiary of the group held 100 of kompania piwowarska sa at 31 march 2010 31 march 2009 719
the group comprises a large number of companies the list above includes those subsidiary undertakings which materially affect the profit or 
net assets of the group or a business segment together with the principal intermediate holding companies of the group with the exception of
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 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 and sabmiller investments ii bv’s majority shareholdings and ability to control the operations
botswana breweries pty ltd and kgalagadi breweries pty ltd
sabmiller africa holds a 40 interest in each of botswana breweries pty ltd and kgalagadi breweries pty ltd with the remaining 60 interest
in each held by sechaba brewery holdings ltd sabmiller africa’s shares entitle the holder to twice the voting rights of those shares held by
sechaba brewery holdings ltd sabmiller africa’s 101 indirect interest 2009 101 is held via a 168 interest 2009 168 in sechaba
brewery holdings ltd
lesotho brewing company pty ltd lesotho brewing
sabmiller africa holds a 39 interest in lesotho brewing with the remaining interest held by a government authority the lesotho national
development corporation 51 and the commonwealth development corporation 10 lesotho brewing is treated as a subsidiary undertaking
based on the group’s ability to control its operations through its board representation the day to day business operations are managed in
accordance with a management agreement with bevman services ag a group company
cocacola bottling luanda sarl ccbl
sabmiller africa is the largest shareholder in ccbl with a 45 holding management control is exercised through a contractual agreement 
with bevman services ag a group company
overview business review governance financial statements shareholder information 142 notes to the consolidated financial statements sabmiller plc annual report 2010
notes to the consolidated financial statements continued
33 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
effective interest in
ordinary share capital
country of nature of
name incorporation relationship principal activity 2010 2009
european operations
grolsch uk ltd united kingdom associate brewing 50 50
north american operations
millercoors llc
1
usa joint venture brewing 58 58
african operations
delta corporation ltd
2 3
zimbabwe associate brewingsoft drinks 23 22
kenya breweries ltd
3 4
kenya associate brewing 12 12
société des brasseries et glacières internationales
5
france associate holding company for 
subsidiaries principally 
located in africa 20 20
brasseries internationales holding ltd
5
gibraltar associate holding company for 
subsidiaries principally 
located in africa 20 20
marocaine d’investissements et de services
5 6
morocco associate brewing 40 40
société de boissons de i’ouest algerien
5 7
algeria associate soft drinks 40 40
skikda bottling company
5 7
algeria associate soft drinks 40 40
société des nouvelles brasseries
5 7
algeria associate brewing 40 40
algerienne de bavaroise
5 7
algeria associate brewing 40 40
empresa cervejas de n’gola sarl angola associate brewing 28 28
asian operations
china resources snow breweries ltd
5
british virgin islands associate holding company for 
brewing subsidiaries 
located in china 49 49
pacific beverages pty ltd
5
australia joint venture sales and distribution 50 50
south african operations
cocacola canners of southern africa pty ltd
5
south africa associate canning of beverages 32 32
distell group ltd
2 4
south africa associate wines and spirits 29 29
hotels and gaming
tsogo sun holdings pty ltd south africa associate holding company for 
hotels and gaming operations 49 49
1 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 is entitled to a 58
economic interest in millercoors and molson coors has a 42 economic interest
2 listed in country of incorporation
3 interests in these companies are held by sabmiller africa bv which is held 62 by sabmiller holdings ltd
4 these entities report their financial results for each 12 month period ending 30 june
5 these entities report their financial results for each 12 month period ending 31 december
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 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
the principal country in which each of the above associated undertakings operates is the same as the country in which each is incorporated
however société des brasseries et glacières internationales and brasseries internationales holding ltd’s castel principal subsidiaries are in
africa and china resources snow breweries ltd’s principal subsidiaries are in the people’s republic of china sabmiller plc annual report 2010 statement of directors’ responsibilities 143
statement of directors’ responsibilities
in respect of the company financial statements
the directors are responsible for preparing the annual report the
remuneration report and the company financial statements in accordance
with applicable law and regulations
company law requires the directors to prepare financial statements for
each financial year the directors have elected to prepare the company
financial statements in accordance with united kingdom accounting
standards united kingdom generally accepted accounting practice
and applicable law the financial statements are required by law to give
a true and fair view of the state of affairs of the company for that year
in preparing those financial statements the directors are required to
■
select suitable accounting policies and then apply them consistently
■
make judgements and estimates that are reasonable and prudent
■
state whether applicable uk accounting standards have been followed
subject to any material departures disclosed and explained in the
financial statements and
■
prepare the financial 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 qualifications as necessary
the directors confirm that they have complied with the above
requirements in preparing the financial statements
the directors are responsible for keeping adequate accounting
records that disclose with reasonable accuracy at any time the
financial position of the company and enable them to ensure that 
the financial 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 confirms 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 financial 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 financial
statements may differ from legislation in other jurisdictions
overview business review governance financial statements shareholder information 144 independent auditors’ report sabmiller plc annual report 2010
independent auditors’ report
to the members of sabmiller plc
we have audited the company financial statements of sabmiller plc
for the year ended 31 march 2010 which comprise the company
balance sheet and the related notes the financial 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
set out on page 143 the directors are responsible for the preparation
of the company financial statements and for being satisfied that they
give a true and fair view our responsibility is to audit the company
financial 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 financial statements
an audit involves obtaining evidence about the amounts and disclosures
in the financial statements sufficient to give reasonable assurance that
the financial 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 significant accounting estimates made by the
directors and the overall presentation of the financial statements
opinion on financial statements
in our opinion the company financial statements
■
give a true and fair view of the state of the company’s affairs as 
at 31 march 2010
■
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 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 financial year for
which the company financial statements are prepared is consistent
with the company financial 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 financial statements and the part of the remuneration
report to be audited are not in agreement with the accounting
records and returns or
■
certain disclosures of directors’ remuneration specified by law are
not made or
■
we have not received all the information and explanations we
require for our audit
other matter
we have reported separately on the consolidated financial statements
of sabmiller plc for the year ended 31 march 2010
john baker senior statutory auditor
for and on behalf of pricewaterhousecoopers llp
chartered accountants and statutory auditors
london
3 june 2010 sabmiller plc annual report 2010 balance sheet of sabmiller plc 145
balance sheet of sabmiller plc
at 31 march
2010 2009
notes usm usm
fixed assets
tangible fixed assets 2 79 56
investments in subsidiary undertakings 3 16424 11626
derivative financial instruments 8 409 687
16912 12369
current assets
debtors 4 8100 8360
derivative financial instruments 8 15 5
shortterm deposits 5 545 401
8660 8766
creditors – amounts falling due within one year 6 2084 3109
net current assets 6576 5657
total assets less current liabilities 23488 18026
creditors – amounts falling due after more than one year 7 9842 5889
net assets 13646 12137
capital and reserves
share capital 165 159
share premium 6312 6198
merger relief reserve 4586 3395
hedging reserve 4 10
profit and loss reserve 2587 2395
total shareholders’ funds 9 13646 12137
the balance sheet was approved by the board of directors on 3 june 2010 and was signed on its behalf by
graham mackay malcolm wyman
chief executive chief financial officer
the notes on pages 146 to 155 form part of the financial statements
advantage has been taken of the provisions of section 4083 of the companies act 2006 which permit the omission of a separate profit 
and loss account for sabmiller plc the profit for the parent company for the year was us1044 million 2009 us1457 million
overview business review governance financial statements shareholder information 146 notes to the company financial statements sabmiller plc annual report 2010
notes to the company financial statements
1 accounting policies
a statement of compliance
sabmiller plc the company is a public limited company incorporated
in great britain and registered in england and wales the company
financial statements have been prepared under the historical cost
convention as modified for the revaluation of certain financial instruments
in accordance with the companies act 2006 and with accounting
standards applicable in the united kingdom uk gaap a summary
of the significant company accounting policies is set out below
the company has not presented a cash flow statement or provided
details of certain related party transactions as permitted under frs 1
revised ‘cash flow statements’ and frs 8 amendment ‘related
party disclosures’ respectively in addition the company has also
taken advantage of the exemption from providing financial instruments
disclosures as permitted by frs 29 amendment ‘financial
instruments disclosure’
b investments in subsidiary undertakings
these comprise investments in shares and loans that the directors
intend to hold on a continuing basis in the company’s business the
investments are stated at cost less provisions for impairment a review
for the potential impairment of an investment is carried out if events 
or changes in circumstances indicate that the carrying amount of the
investment may not be recoverable such impairment reviews are
performed in accordance with frs 11
c foreign currencies
the financial statements are presented in us dollars which is the
company’s functional and presentational currency
the south african rand zar and british pound gbp exchange 
rates to the us dollar used in preparing the company financial
statements were as follows
weighted average rate closing rate
zar gbp zar gbp
year ended 31 march 2010 778 160 730 152
year ended 31 march 2009 887 172 961 143
monetary items denominated in foreign currencies are retranslated 
at the rate of exchange ruling at the balance sheet date with the
resultant translation differences being included in operating profit
other than those arising on financial liabilities which are recorded
within net finance costs
nonmonetary items that are measured in terms of historical cost in 
a foreign currency are translated at the rate of exchange ruling at the
date of the transaction all other nonmonetary items denominated in
a foreign currency are translated at the rate of exchange ruling at the
balance sheet date
d tangible fixed assets and depreciation
tangible fixed assets are stated at cost net of accumulated depreciation
and impairment losses
no depreciation is provided on freehold land or assets in the course of
construction in respect of all other tangible fixed 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
office equipment 2–30 years
leasehold land and buildings shorter of the lease term or 50 years
the company regularly reviews its depreciation rates to take account
of any changes in circumstances when setting useful economic lives
the principal factors the company takes into account are the expected
rate of technological developments expected market requirements for
the equipment and the intensity at which the assets are expected to
be used the profit or loss on the disposal of an asset is the difference
between the disposal proceeds and the net book value of the asset
e impairment
in accordance with frs 11 ‘impairment of fixed assets and goodwill’
fixed assets are subject to an impairment review if circumstances 
or events change to indicate that the carrying value may not be 
fully recoverable the review is performed by comparing the carrying
value of the fixed asset to its recoverable amount being the higher 
of the net realisable value and value in use the net realisable value 
is considered to be the amount that could be obtained on disposal of
the asset the value in use of the asset is determined by discounting
at a market based discount rate the expected future cash flows resulting
from its continued use including those arising from its final disposal
when the carrying values of fixed assets are written down by any
impairment amount the loss is recognised in the profit and loss account
in the period in which it is incurred should circumstances or events
change and give rise to a reversal of a previous impairment loss the
reversal is recognised in the profit and loss account in the period in
which it occurs and the carrying value of the asset is increased
the increase in the carrying value of the asset will only be up to 
the amount that it would have been had the original impairment not
occurred for the purpose of conducting impairment reviews income
generating units are considered to be 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 sabmiller plc annual report 2010 notes to the company financial statements 147
1 accounting policies continued
f financial assets and financial liabilities
financial assets and financial liabilities are initially recorded at fair value
plus any directly attributable transaction costs except in the case of
those classified at fair value through profit or loss for those financial
instruments that are not subsequently held at fair value the company
assesses whether there is any objective evidence of impairment at
each balance sheet date
financial assets are recognised when the company has rights or other
access to economic benefits such assets consist of cash equity
instruments a contractual right to receive cash or another financial
asset or a contractual right to exchange financial instruments with
another entity on potentially favourable terms financial assets are
derecognised when the rights to receive cash flows from the asset
have expired or have been transferred and the company has
transferred substantially all risks and rewards of ownership
financial liabilities are recognised when there is an obligation to transfer
benefits and that obligation is a contractual liability to deliver cash 
or another financial asset or to exchange financial instruments with
another entity on potentially unfavourable terms financial liabilities 
are derecognised when they are extinguished that is discharged
cancelled or expired if a legally enforceable right exists to set off
recognised amounts of financial assets and liabilities which are in
determinable monetary amounts and there is the intention to settle
net the relevant financial 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 financial instruments purchased or issued and 
the amounts receivable or repayable at maturity are included in the
effective interest calculation and taken to net interest payable over 
the life of the instrument
i loans and receivables
loans and receivables are nonderivative financial assets with fixed 
or determinable payments that are not quoted in an active market
they arise when the company provides money goods or services
directly to a debtor with no intention of trading the receivable loans
and receivables are included in debtors in the balance sheet
ii cash and shortterm deposits
cash and shortterm deposits include 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 financial assets and financial liabilities
derivative financial assets and financial liabilities are financial instruments
whose value changes in response to an underlying variable require
little or no initial investment and are settled in the future
derivative financial assets and liabilities are analysed between current
and fixed 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 profit 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 classified 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 classified 
as current liabilities unless the company has an unconditional right 
to defer settlement of the liability for at least 12 months from the
balance sheet date borrowings classified as hedged items are
subject to hedge accounting requirements see note k
vi financial guarantees
frs 26 amendment requires that issued financial guarantees other
than those previously asserted by the entity to be insurance contracts
are to be initially recognised at their fair value and subsequently
measured at the higher of the amount initially recognised less cumulative
amortisation recognised and the amount determined in accordance
with frs 12 ‘provisions contingent liabilities and contingent assets’
financial guarantee contracts are defined in frs 26 as contracts 
that require the issuer to make specified payments to reimburse the
holder for a loss it incurs because a specified debtor fails to make
payment when due in accordance with the original or modified terms
of a debt instrument
g revenue recognition
i interest income
interest income is recognised on an accruals basis using the effective
interest method
ii dividend income
dividend income is recognised when the right to receive payment 
is established
h deferred taxation
deferred tax is recognised in respect of all timing differences that 
have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more tax in
the future or a right to pay less tax in the future have occurred at the
balance sheet date
a net deferred tax asset is regarded as recoverable and therefore
recognised only when on the basis of all available evidence it can be
regarded as more likely than not that there will be suitable taxable profits
against which to recover carried forward tax losses and from which
the future reversal of underlying timing differences can be deducted
deferred tax is measured at the 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
overview business review governance financial statements shareholder information 148 notes to the company financial statements sabmiller plc annual report 2010
notes to the company financial statements continued
1 accounting policies continued
i dividend distributions
in accordance with frs 21 dividend distributions to equity holders
are recognised as a liability in the financial statements of the company
in the period in which the dividends are approved by the company’s
shareholders interim dividends are recognised when paid dividends
declared after the balance sheet date are not recognised as there is
no present obligation at the balance sheet date
j sharebased compensation
the company operates several equitysettled sharebased compensation
schemes these include option plans with and without nonmarket
performance conditions attached
in accordance with frs 20 an expense is recognised to spread the
fair value 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 satisfied by treasury or ebt shares
the issuance by the company to its subsidiaries of a grant over 
the company’s options 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
k hedge accounting
the derivative instruments used by the company which are used
solely for hedging purposes ie to offset foreign exchange and
interest rate risks comprise interest rate swaps and forward foreign
exchange contracts such derivative instruments are used to alter 
the risk profile of an existing underlying exposure of the company 
in line with the company’s risk management policies
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 firm commitment fair 
value hedge or hedges of highly probable forecast transactions or
commitments cash flow 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 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 whilst providing effective economic
hedges under the company’s policies are not designated as hedges
changes in the fair value of any derivative instruments that do not
qualify or have not been designated as hedges are recognised
immediately in the profit and loss account the company does not
hold or issue derivative financial instruments for speculative purposes
i fair value hedges
fair value hedges comprise derivative financial instruments designated
in a hedging relationship to manage the company’s interest rate risk 
to which the fair value of certain assets and liabilities are exposed
changes in the fair value of the derivative offset the relevant changes
in the fair value of the underlying hedged item attributable to the
hedged risk in the profit and loss account in the period incurred
gains or losses on fair value hedges that are regarded as highly
effective are recorded in the profit and loss account together with 
the gain or loss on the hedged item attributable to the hedged risk
ii cash flow hedges
cash flow hedges comprise derivative financial instruments designated
in a hedging relationship to manage currency and interest rate risk 
to which the cash flows of certain liabilities are exposed the effective
portion of changes in the fair value of the derivative that is designated
and qualifies for hedge accounting is recognised as a separate
component of equity the ineffective portion is recognised immediately
in the profit and loss account amounts accumulated in equity are
recycled to the profit and loss account in the period in which the
hedged item affects profit or loss however where a forecasted
transaction results in a nonfinancial asset or liability the accumulated
fair value movements previously deferred in equity are included in the
initial cost of the asset or liability
details of the group’s financial risk management objectives and
policies are provided on pages 107 to 113
l operating leases
rentals paid on operating leases are charged to the income
statement on a straightline basis over the lease term
m pension obligations
the company operates a defined contribution scheme contributions
to this scheme are charged to the income statement as incurred sabmiller plc annual report 2010 notes to the company financial statements 149
2 tangible fixed assets
assets in short leasehold office
course of land and equipment
construction buildings and software total
usm usm usm usm
cost
at 1 april 2008 6164668
additions 14 2 2 18
transfers 3 – 3 –
at 31 march 2009 17 18 51 86
additions 35 1 4 40
transfers 13 – 13 –
at 31 march 2010 39 19 68 126
accumulated depreciation
at 1 april 2008 – 5 11 16
depreciation – 2 12 14
at 31 march 2009 – 7 23 30
depreciation – 3 14 17
at 31 march 2010 –103747
net book amount
at 1 april 2008 6113552
at 31 march 2009 17 11 28 56
at 31 march 2010 39 93179
3 investment in subsidiary undertakings
shares loans total
usm usm usm
at 1 april 2008 9605 3824 13429
exchange adjustments – 37 37
additions 182 94 276
capital contribution relating to sharebased payments 29 – 29
disposals 2015 56 2071
at 31 march 2009 7801 3825 11626
exchange adjustments –33
additions 4976 163 5139
capital contribution relating to sharebased payments 31 – 31
disposals 11 364 375
at 31 march 2010 12797 3627 16424
the investment in subsidiary undertakings is shown as follows all interests are 100 unless stated otherwise
2010 2009
name country of incorporation principal activity usm usm
sabmiller holdings ltd united kingdom group holding company 5435 5435
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 – –
sab holdings ag switzerland holding company – –
sabmiller management bv netherlands management services 
to fellow group companies – –
sabmiller africa  asia bv netherlands holding company 168 168
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 1561 1572
sabmiller africa bv
1
netherlands holding company – –
sabmiller botswana bv
1
netherlands holding company – –
sabmiller asia ltd hong kong holding company – –
racetrack colombia finance sa colombia finance company – –
sabmiller poland bv
2
netherlands holding company 4976 –
sabmiller horizon ltd united kingdom agent company – –
12685 7720
capital contribution relating to sharebased payments 112 81
12797 7801
1 62 effective interest in ordinary share capital
2 sabmiller plc acquired its interest in sabmiller poland bv from a group undertaking on 29 may 2009 and through its subsidiary sabmiller poland bv acquired the
remaining 281 minority interest in its polish subsidiary kompania piwowarska sa in exchange for 60 million ordinary shares of sabmiller plc at 31 march 2010
sabmiller plc held a 100 interest in sabmiller poland bv
overview business review governance financial statements shareholder information 150 notes to the company financial statements sabmiller plc annual report 2010
notes to the company financial statements continued
4 debtors
2010 2009
usm usm
amounts owed by subsidiary undertakings 7976 8277
other debtors 124 83
8100 8360
included in the table above are debtors due after more than one year of us05 million 2009 us6 million
5 shortterm deposits
2010 2009
usm usm
shortterm deposits 545 401
the effective interest rate on shortterm deposits is 394 2009 512
6 creditors amounts falling due within one year
2010 2009
usm usm
bank overdrafts 191 46
bank loans 53 –
commercial paper
1
420 423
us300 million libor  03 notes due 2009
2
– 301
amounts owed to subsidiary undertakings 1264 2260
taxation and social security 26 5
derivative financial instruments see note 8 72 7
other creditors 9 13
payrollrelated creditors 8 13
accruals and deferred income 40 40
dividends payable to shareholders 1 1
2084 3109
1 in october 2006 sabmiller plc entered into a us1000 million commercial paper programme for general corporate purposes debt issued under the programme
was guaranteed by the us guarantors and sabmiller finance bv until 30 june 2008 since 1 july 2008 debt issued under the programme is not guaranteed
2 further information relating to the notes is detailed in note 21 to the consolidated financial statements of the group
7 creditors amounts falling due after more than one year
2010 2009
usm usm
us1100 million 55 notes due 2013
1
1119 1129
€1000 million 45 notes due 2015
2
1365 –
us300 million 6625 guaranteed notes due 2033
2
352 396
us600 million 62 notes due 2011
2
608 608
us850 million 65 notes due 2016
2
939 966
us550 million 57 notes due 2014
2
591 598
us700 million 65 notes due 2018
2
747 778
pen150 million 675 notes due 2015
2
53 –
us2000 million multicurrency revolving credit facility rcf
2
– 735
us600 million multicurrency revolving credit facility rcf
2
250 600
€140 million revolving credit facility rcf 132 –
loans from subsidiary undertakings
3
3620 –
derivative financial instruments see note 8 62 66
other creditors – –
deferred income 4 13
9842 5889 sabmiller plc annual report 2010 notes to the company financial statements 151
7 creditors amounts falling due after more than one year continued
2010 2009
usm usm
the maturity of creditors falling due after more than one year is as follows
between 1 and 2 years 903 687
between 2 and 5 years 6902 3062
after 5 years 2037 2140
9842 5889
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 makewhole 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 floating and receive fixed 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 fixed 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 financial statements of the group
2 further information relating to the rcfs and the notes is detailed in note 21 to the consolidated financial statements of the group
3 loans from subsidiary undertakings are unsecured and bear interest at a rate of 12 month us libor plus 5 or 10 bps depending upon the country where the
company making the loan is located
fair value gains or losses on borrowings and derivative financial instruments held to hedge interest rate risk on borrowings are recognised in 
the profit and loss account see note 8
8 derivative financial instruments
assets liabilities assets liabilities
2010 2010 2009 2009
usm usm usm usm
current derivative financial instruments
forward foreign currency contracts 1 17 5 5
interest rate swaps designated as cash flow hedges – 4 – 2
cross currency swaps 14 51 ––
15 72 5 7
noncurrent derivative financial instruments
interest rate swaps designated as fair value hedges 252 – 379 –
interest rate swaps designated as cash flow hedges –– – 12
cross currency swaps 157 62 308 54
409 62 687 66
derivatives designated as hedging instruments
i cash flow hedges
the company has entered into an interest rate swap designated as a cash flow hedge to manage the interest rate on borrowings
the fixed interest rates paid are 3535 and the floating rates received are libor plus zero bps 2009 fixed interest rates paid varied from 
34 to 54 and the floating rates received were libor plus zero bps as at 31 march 2010 the carrying values of the hedged borrowings
were us250 million 2009 us400 million
ii fair value hedges
the company has entered into interest rate swaps to pay floating and receive fixed interest which have been designated as fair value hedges 
to manage changes in the fair value of its fixed rate borrowings the borrowings and interest rate swaps have the same critical terms
as at 31 march 2010 the fixed interest rates received vary from 45 to 6625 2009 55 to 6625 and floating interest rates paid 
vary from liboreuribor plus 716 bps to liboreuribor plus 1988 bps 2009 libor plus 716 bps to libor plus 1988 bps on 
the notional amount as at 31 march 2010 the carrying value of the hedged borrowings was us3129 million 2009 us2553 million
overview business review governance financial statements shareholder information 152 notes to the company financial statements sabmiller plc annual report 2010
notes to the company financial statements continued
8 derivative financial instruments continued
standalone derivative financial instruments
i forward foreign currency contracts
the company has entered into several forward foreign currency contracts to manage the group’s exposure to foreign exchange risk on the
investments in subsidiaries in south africa and the czech republic
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 poland the czech republic the netherlands russia and colombia
analysis of notional amounts on all outstanding financial instruments held by the company is as follows
2010 2009
m m
forward foreign currency contracts
– sa rand 1703 1575
– czech koruna 5500 –
interest rate swaps
– fair value hedges
– us dollar 2225 2225
– euro 500 –
– cash flow hedges
– us dollar 250 400
cross currency swaps
– sa rand 2799 2799
– polish zloty 1092 636
– czech koruna 2258 7788
– euro 608 817
– russian rouble 2900 2900
– colombian peso 272220 272220
fair values of financial assets and financial liabilities
book value fair value book value fair value
2010 2010 2009 2009
usm usm usm usm
current borrowings 664 664 770 770
noncurrent borrowings 9776 10336 5809 6181
derivatives cash and cash equivalents shortterm deposits debtors and creditors excluding borrowings are not included in the table above
because their book values are an approximation of their fair values the fair value of the company’s fixed rate loans are calculated by discounting
expected future cash flows using the appropriate yield curve the book values of floating rate borrowings approximate to their fair value
fair value lossgain on financial instruments recognised in the profit and loss account
2010 2009
usm usm
derivative financial instruments
forward foreign currency contracts 91 24
interest rate swaps designated as fair value hedges 134 244
cross currency swaps 238 446
463 714
other financial instruments
noncurrent borrowings designated as the hedged item in a fair value hedge 118 232
total fair value lossgain on financial instruments recognised in the profit and loss account 345 482 sabmiller plc annual report 2010 notes to the company financial statements 153
9 reconciliation of movements in shareholders’ funds
share share merger hedging treasury profit and
capital premium relief reserve ebt shares loss account total
usm usm usm usm usm usm usm usm
at 1 april 2008 158 6176 3395 1 90 – 3044 12682
issue of share capital 1 22 – – – – – 23
profit for the financial year –––––– 1457 1457
dividends paid –––––– 877 877
cash flow hedges – fair value losses – – – 9 – – – 9
purchase of own shares –––– 37 – – 37
purchase of own shares for treasury ––––– 1178 – 1178
utilisation of ebt shares –––– 23 – 23 –
credit entry relating to sharebased payments –––––– 47 47
capital contribution relating to sharebased 
payments –––––– 29 29
at 31 march 2009 159 6198 3395 10 104 1178 3677 12137
issue of share capital 6 114 1191 – – – – 1311
profit for the financial year –––––– 1044 1044
dividends paid –––––– 924 924
cash flow hedges – fair value gains – – – 6 – – – 6
purchase of own shares –––– 8 –– 8
transfer to ebt –––– 81 81 – –
utilisation of ebt shares –––– 48 – 48 –
credit entry relating to sharebased payments –––––– 49 49
capital contribution relating to sharebased 
payments –––––– 31 31
at 31 march 2010 165 6312 4586 4 145 1097 3829 13646
foreign exchange differences recognised in the profit for the year except for those arising on financial instruments measured at fair value under 
frs 26 were losses of us45 million 2009 us80 million
on 26 february 2009 nonvoting convertible shares held by safari ltd a special purpose vehicle established and financed by a wholly owned
subsidiary of sabmiller plc were converted into ordinary shares and then acquired by the company to be held as treasury shares the purchase
price for each share was £1054
in february 2010 53 million treasury shares with an original cost to the company of us81 million were transferred into ebt reserve at no gain
or loss to the company
the us1191 million increase in the merger relief reserve in the year ended 31 march 2010 relates to the merger relief arising on the issue of
sabmiller plc ordinary shares for the buyout of minority interests in the group’s polish business
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 financial statements of the group for details of share option schemes please refer to the equitysettled plans in note 25
to the consolidated financial statements of the group details of dividends paid and proposed for the year are provided in note 9 to the consolidated
financial statements of the group
overview business review governance financial statements shareholder information 154 notes to the company financial statements sabmiller plc annual report 2010
notes to the company financial statements continued
10 profit and loss information
employees
employee costs recognised in the profit and loss during the year were as follows
2010 2009
usm usm
wages and salaries 66 52
sharebased payments 24 19
social security costs 9 9
other pension costs 6 5
105 85
for further information relating to sharebased incentive schemes see note 25 to the consolidated financial statements of the group
for information relating to directors’ remuneration please refer to the remuneration report on pages 59 to 67
details of key management remuneration is provided in note 6 to the consolidated financial statements of the group
the average monthly number of employees for the year is shown on a fulltime equivalent basis and includes executive directors
2010 2009
number number
number of employees 314 273
details of auditors’ remuneration are provided in note 3 to the consolidated financial statements of the group
operating leases
operating lease charges recognised in the profit and loss during the year were as follows
2010 2009
usm usm
plant and machinery 3 1
other 7 5
11 other information
deferred tax assets have not been recognised in respect of the following
2010 2009
usm usm
tax losses 21 –
capital allowances in excess of depreciation 12 9
accruals and provisions 1 –
sharebased payments 17 11
cash flow hedges 1 3
52 23
2010 2009
usm usm
capital expenditure contracted but not provided 5 3
the company has guaranteed borrowings in respect of certain subsidiary undertakings guarantee fees received from 100 owned subsidiaries
were us1 million 2009 us1 million refer to note 12 for guarantee fees paid to related parties
at 31 march 2010 the company had annual commitments under noncancellable operating leases as follows
2010 2009
usm usm
land and buildings
between two and five years 2 1
after five years 4 4
other
between two and five years 2 1 sabmiller plc annual report 2010 notes to the company financial statements 155
12 related party transactions
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 related parties as follows
2010 2009
usm usm
interest received from subsidiaries 1 –
interest paid to subsidiaries – 1
income from recharges to subsidiaries
1
43 –
management and guarantee fees paid
2
1 –
1 the company received income from recharges related to business capability programme costs
2 the company paid management and guarantee fees to the group’s joint venture millercoors llc during the year
2010 2009
usm usm
amounts owed by subsidiaries 38 8
amounts owed to subsidiaries 2 1
loans to subsidiaries 30 –
loans from subsidiaries 56 14
overview business review governance financial statements shareholder information 156 fiveyear financial review sabmiller plc annual report 2010
fiveyear financial review
for the years ended 31 march
2010 2009
1
2008 2007 2006
usm usm usm usm usm
income statements
group revenue 26350 25302 23828 20645 17081
revenue 18020 18703 21410 18620 15307
operating profit 2619 3148 3448 3027 2575
net finance costs 563 706 456 428 299
share of associates’ and joint ventures’ posttax results 873 516 272 205 177
taxation 848 801 976 921 779
minority interests 171 276 265 234 234
profit for the year attributable to equity shareholders 1910 1881 2023 1649 1440
adjusted earnings 2509 2065 2147 1796 1497
balance sheets
noncurrent assets 33609 28156 31947 25683 24286
current assets 3895 3472 4135 3053 2829
total assets 37504 31628 36082 28736 27115
derivative financial instruments 321 142 531 209 178
borrowings 9414 9618 9658 7231 7602
other liabilities and provisions 7170 5751 7649 6295 5750
total liabilities 16905 15511 17838 13735 13530
net assets 20599 16117 18244 15001 13585
total shareholders’ equity 19910 15376 17545 14406 13043
minority interests in equity 689 741 699 595 542
total equity 20599 16117 18244 15001 13585
cash flow statements
ebitda 3974 4164 4518 4031 3348
net working capital movements 563 493 242 13 57
net cash generated from operations 4537 3671 4276 4018 3291
net interest receivedpaid net of dividends received 175 116 410 385 248
tax paid 620 766 969 801 869
net cash inflow from operating activities 4092 2789 2897 2832 2174
net capital expenditure 1491 2072 1927 1351 984
net other investments 8 10 5 2 2
net investments in subsidiaries joint ventures and associates 509 538 1439 429 2644
net cash inflowoutflow before financing and dividends 2100 169 464 1050 1456
net cash outflowinflow from financing 799 620 1240 455 1733
dividends paid to shareholders of the parent 924 877 769 681 520
effect of exchange rates 90 22 113 18 11
increasedecrease in cash and cash equivalents 467 66 106 104 232
per share information us cents per share
basic earnings per share 1226 1252 1349 1102 1050
diluted earnings per share 1221 1246 1342 1095 1043
adjusted basic earnings per share 1611 1375 1431 1200 1091
net asset value per share
2
12032 9699 11083 9120 8280
total number of shares in issue millions 16547 15854 15831 15796 15752
other operating and financial statistics
return on equity 
3
126 134 122 125 115
ebita margin  166 163 174 174 172
normalised ebitda margin  202 206 211 216 219
interest cover times 87 66 92 92 114
free cash flow usm 2010 97 545 934 904
total borrowings to total assets  251 304 268 252 280
cash flow to total borrowings  482 382 443 556 433
revenue per employee us000’s 2569 2725 3098 2781 2847
average monthly number of employees 70131 68635 69116 66949 53772
1 restated for the adjustments made to the provisional fair values relating to the pabod and voltic acquisitions
2 net asset value per share is calculated by expressing shareholders’ equity as a percentage of the closing number of shares in issue
3 this is calculated by expressing adjusted earnings as a percentage of total shareholders’ equity sabmiller plc annual report 2010 fiveyear financial review 157
2010 2009 2008 2007 2006
usm usm usm usm usm
group revenue
segmental analysis
latin america 5905 5495 5251 4392 2165
europe 5577 6145 5248 4078 3258
north america 5228 5227 5120 4887 4912
africa 2716 2567 na na na
asia 1741 1565 na na na
africa and asia 4457 4132 3367 2674 2221
south africa
– beverages 4777 3955 4446 4274 4204
– hotels and gaming 406 348 396 340 321
group 26350 25302 23828 20645 17081
operating profit excluding share of associates 
and joint ventures
segmental analysis
latin america 1270 1057 953 810 387
europe 840 900 947 730 567
north america 12 230 462 366 454
africa 316 354 na na na
asia 34 2 na na na
africa and asia 282 352 330 272 257
south africa beverages 826 704 962 1043 1011
corporate 139 97 94 101 86
group operating profit – before exceptional items 3091 3146 3560 3120 2590
exceptional chargecredit
latin america 156 45 61 64 11
europe 202 452 – 24 –
north america – 409 51 – –
africa 3 – na na na
asia – – na na na
africa and asia 3 ––––
south africa beverages 53 ––––
corporate 58 – – 5 4
472 2 112 93 15
group operating profit – after exceptional items 2619 3148 3448 3027 2575
ebita
segmental analysis
latin america 1386 1173 1071 915 436
europe 872 944 952 733 569
north america 619 581 477 375 454
africa 565 562 na na na
asia 71 80 na na na
africa and asia 636 642 568 467 422
south africa
– beverages 885 764 1026 1102 1062
– hotels and gaming 122 122 141 100 84
corporate 139 97 94 101 86
group 4381 4129 4141 3591 2941
overview business review governance financial statements shareholder information 158 definitions sabmiller plc annual report 2010
definitions 
financial definitions
adjusted earnings
adjusted earnings are calculated by adjusting headline earnings 
as defined below for the amortisation of intangible assets excluding
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 joint ventures’ and associates’ adjustments for
similar items the tax and minority interests in respect of these items
are also adjusted
adjusted net finance costs
this comprises net finance costs excluding fair value movements 
in relation to capital items for which hedge accounting cannot be
applied and any exceptional finance charges or income
adjusted profit before tax
this comprises ebita less adjusted net finance costs and less the
group’s share of associates’ and joint ventures’ net finance 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 profit before exceptional items amortisation
of intangible assets excluding software and includes the group’s share
of associates’ and joint ventures’ operating profit 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 flows relating to exceptional
items
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
software including the group’s share of associates’ and joint ventures’
tax on the same basis as a percentage of adjusted profit before tax 
free cash flow
this comprises net cash generated from operating activities less cash
paid for the purchase of property plant and equipment intangible
assets and shares from minorities net investments in associates 
and joint ventures and dividends paid to minority 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 profit for the financial
period attributable to equity holders of the parent for items in
accordance with the south african circular 82007 entitled ‘headline
earnings’ such items include impairments of noncurrent assets and
profits or losses on disposals of noncurrent assets and their related
tax and minority 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 normalised ebitda to adjusted net finance costs 
net debt
this comprises gross debt including borrowings borrowingsrelated
derivative financial instruments overdrafts and finance leases net of
cash and cash equivalents excluding overdrafts
normalised ebitda
this comprises ebitda together with dividends received from
millercoors
normalised ebitda margin
this is calculated by expressing normalised ebitda as a percentage
of revenue plus the group’s share of millercoors’ revenue
organic information
organic results and volumes exclude the first 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 reflecting 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
in the determination and disclosure of aggregated sales volumes the
group aggregates 100 of the volumes of all consolidated subsidiaries
associated companies and joint ventures contract brewing volumes
are excluded from aggregated volumes although revenue from contract
brewing is included within group revenue aggregated volumes exclude
intragroup sales volumes this measure is used for aggregated
beverage volumes and for aggregated lager volumes sabmiller plc annual report 2010 definitions 159
kpi definitions – how we measure
total shareholder return tsr versus median of peer group 
over threeyear periods
tsr performance is measured by taking the percentage growth 
in our tsr over the threeyear period to the date aligned with the
related vesting date of performance share awards for the excom 
and deducting the percentage growth in the tsr of the median 
of our peer group over the same period
growth in adjusted earnings per share eps 
growth in adjusted eps is measured by comparing the adjusted 
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 definition
on page 158 
free cash flow 
free cash flow is measured using the definition on page 158
proportion of our total lager volume from markets in which we
have no1 or no2 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 defined on page 158
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 defined on page 158
developing and emerging economies are as defined 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 defined on page
158 lager volumes are measured as defined on page 158
group revenue growth organic constant currency
growth in group revenue compared to the prior year is measured on 
a constant currency basis as defined on page 158 and excluding the
effects of acquisitions and disposals organic information is defined on
page 158 group revenue is defined on page 158
ebita growth organic constant currency
ebita growth compared to the prior year is measured on a constant
currency basis as defined on page 158 and excluding the effects of
acquisitions and disposals organic information is defined on page
158 ebita is defined on page 158
ebita margin
ebita margin is defined on page 158
hectolitres of water used at our breweries per hectolitre 
of lager produced
water used at our breweries divided by the volume of lager produced
all consolidated subsidiaries are included on a 100 basis 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 co
2
 in kilogrammes generated by our breweries divided 
by the volume of lager produced the total amount of co
2
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 all consolidated subsidiaries
are included on a 100 basis together with the equity accounted
percentage share of the millercoors joint venture
cumulative financial benefits from our business 
capability programme
incremental cash flows 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 changes 
the group has reviewed its key performance indicators during 
the year as a consequence a number of new kpis have been
introduced and are presented in this annual report the changes
reflect an increased focus on cash generation and total shareholder
return the implementation of the business capability programme 
and the group’s new target for reduction in fossil fuel emissions 
they also recognise the importance attached to the group’s position
in developing and emerging markets and to leading market share
positions in individual country markets as the reporting of premium
and international premium brand performance is currently under
review no group kpi has been presented in this annual report
overview business review governance financial statements shareholder information 160 definitions sabmiller plc annual report 2010
definitions continued
nonfinancial definitions
combined code
the combined code on corporate governance published by the uk
financial reporting council
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 an index of the company’s closest peers in the global brewing
industry – anheuserbusch inbev anheuserbusch and inbev
included separately until the acquisition of anheuserbusch by inbev
on 17 november 2008 carlsberg heineken and molson coors
relative to 1 april 2005 the index is weighted relative to the market
capitalisation of the brewers as at 1 april 2005
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 both local and international brands
strate
strate stands for share transactions totally electronic and is 
an unlisted company owned by jse limited and central securities
depository participants csdp and exists to allow share transactions
in south africa to be settled electronically sabmiller plc annual report 2010 ordinary shareholding analyses 161
overview business review governance financial statements shareholder information
ordinary shareholding analyses
listed below are analyses of holdings extracted from the register of ordinary shareholders at 31 march 2010
number of percentage of
shareholders share capital
portfolio size
1 – 1000 32990 062
1001 – 10000 7870 146
10001 – 100000 1482 317
100001 – 1000000 596 1150
1000001 and over 128 8325
43066 10000
category
banks 220 241
endowment funds 384 026
individuals 30475 162
insurance companies 98 162
investment companies 23 066
medical aid schemes 33 006
mutual funds 455 605
nominees and trusts 9313 5048
pension funds 617 921
other corporate entities 1448 2763
43066 10000
substantial shareholdings
as at 2 june 2010 we had received the following notifications of interests in voting rights of the issued share capital of the company pursuant 
to rule 512 of the disclosure and transparency rules
adjusted
1
percentage percentage
number of issued of issued
of shares share capital share capital
altria group inc 430000000 2739 2716
bevco ltd 225000000 1498 1421
public investment corporation 67663248 449 427
kulczyk holding sa 60000000 382 379
1 numbers of shares shown reflect the notifications of interests received by the company following the increase in issued share capital during the course of the 
year notably the issue of shares to kulczyk holding sa we have shown the adjusted proportion of the enlarged issued ordinary share capital that these holdings
would represent if calculated using our latest total voting rights figure
the companies act requires disclosure of persons with significant direct or indirect holdings of securities as at year end in addition to the
shareholdings noted above at year end allan gray investment council held approximately a 532 shareholding in the company and legal 
general held approximately a 304 shareholding in the company at year end public investment corporation and kulczyk holding sa held
approximately 514 and 341 respectively 162 shareholders’ diary sabmiller plc annual report 2010
shareholders’ diary
financial reporting calendar and annual general meeting
annual general meeting july
announcement of interim results for halfyear to september november
preliminary announcement of annual results may
annual financial statements published june
dividends declared paid
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 high risk shares in us or uk investments they can be very persistent and extremely persuasive a 2006 survey by the financial services
authority fsa 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 fsa before getting involved you can check at wwwfsagovukregister
■
the fsa also maintains on its website a list of unauthorised overseas firms who are targeting or have targeted uk investors and any
approach from such organisations should be reported to the fsa so that this list can be kept up to date and any other appropriate action 
can be considered
■
report the matter to the fsa either by calling 0300 500 5000 or by completing an online form at
httpwwwmoneymadeclearorguknewsscamssharescamshtml
if you deal with an unauthorised firm 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
facsimile 012 347 0221
email infofsbcoza
complete the fsb online complaint form which can be found on their website wwwfsbcoza sabmiller plc annual report 2010 administration 163
overview business review governance financial statements shareholder information
administration
sabmiller plc
registration no 3528416
general counsel and 
group company secretary
john davidson
registered office
sabmiller house
church street west
woking
surrey
gu21 6hs
england
facsimile 44 1483 264103
telephone 44 1483 264000
head office
one stanhope gate
london
w1k 1af
england
facsimile 44 20 7659 0111
telephone 44 20 7659 0100
internet address
wwwsabmillercom
investor relations
telephone 44 20 7659 0100
investorrelationssabmillercom
sustainable development
telephone 44 1483 264134
sustainabledevelopmentsabmillercom
independent auditors
pricewaterhousecoopers llp
1 embankment place
london
wc2n 6rh
england
facsimile 44 20 7822 4652
telephone 44 20 7583 5000
registrar united kingdom
capita registrars
the registry
34 beckenham road
beckenham
kent
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wwwadrbnymelloncom 164 cautionary statement sabmiller plc annual report 2010
cautionary statement
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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 
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this document includes ‘forwardlooking statements’ with respect 
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relating to its future financial condition performance and results
these statements contain the words ‘anticipate’ ‘believe’ ‘intend’
‘estimate’ ‘expect’ and words of similar meaning all statements
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including without limitation those regarding the company’s financial
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for future operations including development plans and objectives
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statements such forwardlooking statements involve known and
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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
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strategies and the environment in which the company will operate 
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the date of this document the company expressly disclaims any
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to any forwardlooking statements contained herein to reflect any
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Summary:
 graham mackay
chief executive
10 chief executive’s review sabmiller plc annual report 2010
contributing to our success this year have been our inbuilt
resilience our strong operational management and a strategy 
that serves the business equally well in good times and in bad
chief executive’s review
i ended last year’s report by pointing to a testing period ahead so it has proved nonetheless
our inbuilt resilience and strong operational management have produced another successful year
our volume performance was solid and compared well with that of our competitors with share
gains in some of our key markets on an organic basis lager volumes for the year were level
with the prior year while soft drinks volumes grew 2 on the same basis
firm pricing an improving sales mix and a tight grip on costs delivered organic constant
currency ebita growth of 6 the strength of our leading local brands stood us in good 
stead supporting a 4 rise in group revenue on an organic constant currency basis with 
all regions increasing their revenue per hectolitre we managed costs even more tightly
protecting profitability and in some cases funding increased marketing investment ebita
margin was up 30 basis points to 167 on the same basis
review of operations
the most pleasing performer this year was latin america where despite difficult economic
and trading conditions our efforts to upgrade the beer category build our brands and brand
portfolios and win in the marketplace delivered 3 growth in lager volumes growth resumed
in colombia towards the end of the year and ebita margin rose 270 basis points in peru 
we improved our mix and pushed back the competition to regain market share ecuador grew
robustly underpinned by the further development of sales and distribution organic constant
currency ebita for the region grew 17
against a backdrop of severe economic conditions across the region lager volumes in europe fell
5 nevertheless we gained or held market share in poland romania the czech republic
and russia we were particularly pleased to increase our share of the premium market across
our european business – testimony to many years’ work in building brand equities robust
pricing largely implemented in the prior year along with cost efficiencies and the benefits of
business restructuring contributed to constant currency ebita growth of 4 and an organic
constant currency margin expansion of 60 basis points sabmiller plc annual report 2010 chief executive’s review 11
north america delivered ebita growth of 7 compared
with a prior year which included one quarter’s results from
the miller brewing company despite difficult economic
conditions millercoors produced pro forma
1
ebita
growth of 13 this was driven by favourable pricing
incremental synergy benefits of us248 million and
further savings in marketing and fixed costs partly offset
by pressures on commodity costs and lower volumes
over which to spread fixed costs on a pro forma basis
domestic sales to wholesalers and retailers were both
down 2
6
ebita growth organic constant currency
beer markets in africa were broadly resilient and lager
volumes rose by 6 our strategy of widening our 
brand portfolios produced strong growth in the premium
category and further share gains in the affordable segment
investments in new breweries and extra capacity began
to deliver further growth the opening of a new brewery in
mozambique for example contributed to sales growth of
11 while uganda expanded its capacity and saw volumes
rise by 24 we benefited from an excise tax reduction 
in zambia but saw sales in botswana negatively affected
by the social levy on alcohol introduced in november
2008 while organic constant currency ebita grew 
by 4 margins declined to 208 as a result of higher
raw material costs caused by the depreciation of some
local currencies and higher fixed costs linked to recently
commissioned brewery facilities and supply chain difficulties
in angola
in asia good growth in lager volumes in china australia
and vietnam offset by declines in india resulted in a 7
organic increase in lager volumes china led the way with
growth of 10 and further share gains in a growing market
for its snow brand cr snow’s share of the market is
estimated to exceed 20 volumes in india fell 14 with
some loss of market share due to regulatory issues and
higher taxes in some states conditions improved however
towards the end of the year vietnam and australia both
performed well
despite increasing competition sab’s lager volumes 
in south africa were only 1 below the prior year 
soft drinks volumes were hit by the difficult economic
environment and poor weather with sales falling 1 
the business stepped up its investment in sales and
marketing and was rewarded with higher volumes and 
a better competitive performance this investment was
partly funded by a reduction in costs in nonmarketfacing
activities which delivered savings of almost us80 million
margins declined modestly due to the lower volumes
higher input costs and the increase in investment
organic constant currency ebita was up 2
our strategy
our performance this year is largely the result of sticking
to a strategy honed over many years and designed to
advance the business both in good times and in bad 
we measure our progress against our strategic priorities
using a range of key performance indicators these are
listed in the table on pages 22 to 23 along with our
progress against each one
as markets evolve and the consumer and competitive
landscape changes we review our various strategic
priorities and adjust the relative emphases between 
them – as indicated below
under our first priority creating a balanced and attractive
global spread of businesses we believe we’ve emerged
strongly from the recent industry consolidation from 19
in 2000 the world’s top four brewers now account for
just under 50 of the market having actively participated
in the process – and sometimes led it – we’re now
present in 75 countries on six continents and as well as
being widely spread we’re well rooted 94 of our lager
volume comes from countries in which we have either
number one or number two market share positions
a further strength of our geographic portfolio is its
weighting towards developing countries over the last
three years some 80 of group ebita was attributable 
to developing or emerging markets with populations in
emerging markets set to expand rapidly in the period to
2015 lager volumes are projected to show a compound
annual growth rate of over 2 in more than half the countries
in our portfolio and to exceed 5 in over a quarter of our
countries these trends provide favourable momentum
that good management can build on and accelerate
20
market share in china
given that consolidation within the global industry is 
well advanced our emphasis this year has been less on
adding new countries and more on realising the potential
of the portfolio we have where demand is growing we
continue to add brewing capacity as the chairman has
stated the past year has seen a spate of acquisitions 
and new construction in china and africa our chinese
associate cr snow has bought three more breweries
and built a further four – the greenfield projects reinforcing
an already strong presence in jilin inner mongolia and
zhejiang and taking the business into the important
shanghai province in africa in the past year we’ve
invested in new breweries in tanzania mozambique
angola and southern sudan and carried out expansions
and upgrades in uganda and zambia
overview governance financial statements shareholder information
we’re present in 75 countries on six continents we’re also well rooted
94 of our lager volume comes from countries in which we’re either
number one or number two in terms of our market share
business review
1 millercoors’ pro forma
is defined on page 29
note 3 12 chief executive’s review sabmiller plc annual report 2010
as industry consolidation slows competitive advantage depends
increasingly on realising the potential of our business portfolio 
hence our emphasis on organic growth through understanding 
the consumer and constantly enhancing our brand portfolios
chief executive’s review continued
on the african continent we’re also looking at products
other than beer where it makes sense to do so as one 
of the world’s largest bottlers of cocacola we have 
long experience of managing both beer and soft drinks 
in markets where the cost and operational benefits make 
it advantageous this year we’ve pushed the strategy
further by acquiring a zambian maheu business a non
alcoholic traditional beverage and two water companies
covering uganda and ethiopia we’ve also added soft
drinks capacity in ghana angola and southern sudan
in developing our business portfolio we benefit from
valuable partnerships with china resources enterprise
castel in africa and molson coors in north america this
year we’ve further strengthened our relationship with our
partners in china with managers from cr snow making 
a number of visits to other parts of the sabmiller group 
to share learning and best practice
as the pace of consolidation in the global brewing industry
slows competitive advantage depends increasingly on
generating organic growth for sabmiller this means a
sharper focus on the commercial imperatives of understanding
the consumer enhancing our brand portfolios and getting
our products into the market efficiently and effectively
against this background our strategic priority of
developing strong relevant brand portfolios that 
win in the local market comes more to the fore the
conviction that we stand or fall by the success of our
brands finds expression in our group mission ‘to own 
and nurture local and international brands that are the
first choice of the consumer’
our performance owes much to sabmiller’s powerful
portfolio of over 200 local brands whose consumer appeal
and brand equity have made it possible in many markets
to gain share and assume price leadership at the same
time this year group revenues rose 4 on an organic
constant currency basis with all regions increasing their
revenue per hectolitre
4
group revenue growth 
organic constant currency
in developing our brand portfolios we’re able to draw 
on our deep understanding of local consumers our ability 
to match specific needs and occasions with differentiated
brands and the excitement that comes from constantly
upgrading and enhancing the portfolio
the latin american businesses have achieved particular
success by revitalising existing brands and introducing
new ones making bottles and labels more attractive 
and overhauling the route to market so as to enhance 
our ability to deliver the right brands to the right outlets 
at the right time recent innovations include aguila light
suitable for drinking at home with meals flavoured beer
alternatives redd’s in colombia for example and the
development of nonalcoholic soft drinks all helping 
to address new and different drinking occasions
around the group we’re also benefiting from brand
portfolios that offer affordable options to priceconscious
consumers our colombian business for example has
made it cheaper to buy a beer by offering its aguila brand
in smaller bottles our operations in africa continue to
develop new lowcost products based on indigenous crops
such as sorghum and cassava that can then be marketed
as affordable alternatives to traditional home brews
270 bps
ebita margin increase in colombia
nor are we forgetting consumers who aspire to a 
luxury brand on special occasions but find international
premium beers too expensive to meet this need we’ve
championed the concept of the local premium brand to
offer the cachet of a premium beer at a more affordable
price selling at attractive margins these have proved
very successful in latin america africa europe and even
the usa in the form of craft beers such as blue moon
development of our four international premium brands 
is continuing but this is a longerterm process requiring
the seeding of the brands into the marketplace over
several years
developing successful brand portfolios requires the right
interplay of global and local skills through the marketing
way a groupwide initiative to codify and disseminate best
practice we’re building our marketing and sales expertise
around the world now through our 5 to drive initiative we
have an improved global system for monitoring progress
and highlighting the potential for further organic growth 
in our existing operations in implementing these global
initiatives however we remain aware that beer is
essentially a local product embedded in communities
and cultures it’s one of our competitive strengths that we
understand the local dimension and that group businesses
are able to address local needs within the global framework sabmiller plc annual report 2010 chief executive’s review 13
beer is essentially a local product embedded in communities 
and cultures it’s one of our strengths that we understand the local
dimension and that group businesses can address local needs in 
a sustainable way within the global framework
to free up local management for the task of winning in
their own markets we’re running a number of projects 
to simplify and streamline the organisation reduce
complexity and capitalise on the spread and expertise of
the worldwide group – which brings us to another of our
strategic priorities namely leveraging our skills and
global scale
following a period of rapid growth in which many new
operations have joined the group we believe the time 
is right for a stepchange in our global processes and
systems a major business capability programme now
under way will standardise information and processes
based on a single integrated it system across finance
procurement and human resources sales distribution
and supply chain management processes will also be
streamlined and moved onto common regional systems
platforms a new global procurement organisation based
in switzerland will capitalise on sabmiller’s worldwide
purchasing power by centralising the group’s procurement
where it’s in our interests to do so
these various initiatives are based on proven technologies
and systems and will take four years to complete as well
as creating a more connected global organisation they’re
expected to produce ongoing cost benefits of us300
million a year by 2014 this year we have realised total
financial benefits of us350 million us333 million 
of which were from improved working capital while
recognising exceptional costs of us342 million relating
to the programme
us2010m
free cash flow
our businesses around the world continue to demonstrate
tight operational management and cost control in line
with our next strategic priority of constantly raising 
the profitability of local businesses sustainably the
acquisitions of the last few years in china are starting 
to generate the expected synergies and economies 
of scale in the usa millercoors is making excellent
progress in its threeyear costmanagement programme
in south africa sab is extracting further efficiencies 
from its production supply chain and administration and
reinvesting the savings in growth generating activities
such as marketing distribution and developing its brand
portfolio in response to severe economic conditions in
europe we’ve restructured some of our businesses and
announced the closure of a number of breweries and
distribution centres
this year we tightened our management of cash and 
reexamined all our capital expenditure applying stringent
criteria based on the risks and opportunities in each country
as a result capital expenditure including the purchase of
intangible assets at us1528 million was us619 million
lower than in the prior year and the group generated free
cash flow of us2010 million
in difficult times it’s easy to take actions that protect
shortterm profitability at the expense of longterm
sustainability we do not believe that this is the best way
to generate value for our stakeholders for this reason
we’ve reworded this particular strategic priority to include
the word ‘sustainably’
in line with this imperative we continue to work on the 
10 sustainable development priorities detailed on pages
42 to 43 our breweries are making good progress
towards our targets to reduce water use and fossil fuel
emissions per hectolitre of beer produced water used
per hectolitre of beer produced fell 02hl to 43hl and
fossil fuel emissions per hectolitre were 06 kg co
2
e
down at 133 kg co
2
e as repeated studies have shown
we continue to make a valuable social and economic
contribution to the communities in which we operate
we’ve also been addressing public concerns about 
the harmful consumption of alcohol both in the way 
we conduct our own business and in projects jointly
undertaken with other stakeholders further details 
of what we are doing in this area are contained in the
sustainable development report on pages 40 to 41
addressing risks
like any organisation we face a variety of risks recognising
that risk is a fact of business presenting opportunity as
well as threat we aim to manage it in a way that generates
the best return for our shareholders the welldeveloped
risk management process described on pages 57 and 58
helps us to identify and monitor the principal risks to the
business and deal with them appropriately the principal
risks we face are set out on pages 24 and 25
looking ahead
we expect the coming year to be another testing one
with consumers in developed markets in particular still
feeling the effects of the global recession against this
background the actions we’ve taken to position our
business around the world to invest in our brands and 
to develop our operational capabilities will continue to
underpin our mediumterm growth
graham mackay
chief executive
overview governance financial statements shareholder information business review